<PAGE>
As filed with the Securities and Exchange Commission on November 5, 1999
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------
LEGGETT & PLATT, INCORPORATED
(Exact name of Registrant as specified in its charter)
----------------
Missouri 44-0324630
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
No. 1 Leggett Road
Carthage, Missouri 64836
(417) 358-8131
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
----------------
Ernest C. Jett
Vice President, General Counsel and Secretary
Leggett & Platt, Incorporated
No. 1 Leggett Road
Carthage, Missouri 64836
(417) 358-8131
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------
Copies to:
Jonathan Birenbaum, Esq. R. Randall Wang, Esq.
Paul, Hastings, Janofsky & Walker Bryan Cave LLP
LLP 211 N. Broadway
1055 Washington Blvd. St. Louis, MO 63102-2750
Stamford, CT 06901-2217 (314) 259-2000
(203) 961-7400
----------------
Approximate date of commencement of proposed sale to public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
Continued on next page
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<PAGE>
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [X]
----------------
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed
Maximum
Aggregate Amount of
Title of Each Class of Securities Offering Registration
to be Registered Price(1)(2) Fee
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<S> <C> <C>
Debt Securities....................................... $500,000,000 $139,000
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</TABLE>
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(1) Estimated solely for the purposes of computing the registration fee
pursuant to Rule 457(o) of the rules and regulations under the Securities
Act of 1933.
(2) Or, if any Debt Securities are issued (i) with a principal amount
denominated in a foreign currency, such principal amount as shall result
in an aggregate initial offering price the equivalent of $500,000,000 at
the time of the initial offering, or (ii) at an original issue discount,
such greater principal amount as shall result in an aggregate initial
offering price of $500,000,000.
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 that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information contained in this prospectus supplement is not complete and +
+it may be changed. We may not sell these securities until the registration +
+statement filed with the Securities and Exchange Commission is effective. +
+This prospectus supplement is not an offer to sell these securities, and it +
+is not soliciting an offer to buy these securities in any state where the +
+offer is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED NOVEMBER 5, 1999
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 5, 1999
$500,000,000
[LEGGETT & PLATT, INCORPORATED LOGO]
Medium-Term Notes
-----------
Leggett & Platt, Incorporated may offer from time to time up to $500,000,000
of our medium-term notes. We will include the specific terms of any notes that
we may offer in a pricing supplement to this prospectus supplement. Unless the
pricing supplement provides otherwise, the notes that we offer will have the
following general terms:
. We will pay interest on
fixed rate notes on
April 1 or October 1
and at maturity.
. The notes will mature
nine months or more
from the date of issue.
. We will pay interest on
floating rate notes on
the dates specified
herein or in the
applicable pricing
supplement.
. The notes will bear
interest at either a
fixed or floating rate.
Floating rate interest
will be based on:
. The notes will be held
in global form by The
Depository Trust
Company, unless
specified otherwise in
the applicable pricing
supplement.
. commercial paper rate
. prime rate
. LIBOR
. treasury rate
. The notes will not be
subject to redemption
and repurchase unless
otherwise specified in
the applicable pricing
supplement.
. federal funds rate
. CD rate
. CMT rate
. Eleventh District cost. The notes will be in
of funds rate minimum denominations
of $1,000 and integral
multiples of $1,000.
. Any other rate -----------
specified in the
applicable Pricing
Supplement
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS SUPPLEMENT, ANY PRICING SUPPLEMENT HERETO OR THE ACCOMPANYING
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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<TABLE>
<CAPTION>
Distributor's
Price to Commissions or
Public(1) Discounts(2) Proceeds to Company(2)(3)
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<S> <C> <C> <C>
Per Note... 100% .125% - .750% 99.875% - 99.250%
Total...... U.S. $500,000,000 $625,000 - $3,750,000 $496,250,000 - $499,375,000
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</TABLE>
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(1) We will issue the notes at 100% of their principal amount, unless we
specify otherwise in the applicable pricing supplement.
(2) See "Supplemental Plan of Distribution."
(3) Assuming we issue the notes at 100% of their principal amount and before
deducting expenses.
We are offering the notes on a continuing basis through our agents, Bear,
Stearns & Co. Inc., Goldman, Sachs & Co. and Chase Securities Inc. or such
agents as we may name in an applicable prospectus supplement. Each agent has
agreed to use reasonable efforts to solicit offers to purchase the notes. We
may also sell notes at or above par to any agent, acting as principal. The
notes will not be listed on any securities exchange. The notes offered by this
prospectus supplement might not be sold. There might not be a secondary market
for the notes.
Bear, Stearns & Co. Inc.
Goldman, Sachs & Co.
Chase Securities Inc.
<PAGE>
Prospectus Supplement dated November 5, 1999.
Table of Contents
<TABLE>
<CAPTION>
Page
----
Prospectus Supplement
<S> <C>
About this prospectus supplement; pricing supplements...................... S-3
Leggett & Platt, Incorporated.............................................. S-4
Ratio of earnings to fixed charges......................................... S-4
Description of the notes................................................... S-4
Special provisions relating to foreign currency notes...................... S-19
Foreign currency risks..................................................... S-19
United States federal income tax consequences.............................. S-20
Supplemental plan of distribution.......................................... S-29
</TABLE>
Prospectus
<TABLE>
<S> <C>
Leggett & Platt, Incorporated.............................................. 3
Cautionary statement regarding forward-looking statements.................. 3
Ratio of earnings to fixed charges......................................... 4
Use of proceeds............................................................ 4
Recent developments........................................................ 4
Description of debt securities............................................. 7
Plan of distribution....................................................... 15
Experts.................................................................... 16
Where you can find more information about Leggett & Platt, Incorporated.... 16
</TABLE>
----------------
You should rely only on the information incorporated by reference or
provided in this prospectus supplement, the attached prospectus and the
applicable pricing supplement. We have not authorized anyone to provide you
with different information. We are only offering these securities in states
where the offer is permitted. You should not assume that the information in
this prospectus supplement, the attached prospectus or the applicable pricing
supplement is accurate only as of the date on the front of the applicable
document.
S-2
<PAGE>
ABOUT THIS PROSPECTUS SUPPLEMENT; PRICING SUPPLEMENTS
We may use this prospectus supplement, together with the attached prospectus
and a pricing supplement, to offer our senior medium-term notes, at various
times. The total initial public offering price of notes that may be offered by
use of this prospectus supplement is $500,000,000 or its equivalent in foreign
or composite currencies.
This prospectus supplement sets forth certain terms of the notes that we may
offer. It supplements the description of the debt securities contained in the
attached prospectus. If information in this prospectus supplement is
inconsistent with the prospectus, this prospectus supplement will apply and
will supersede that information in the prospectus.
Each time we issue notes we will deliver a pricing supplement to this
prospectus supplement. The pricing supplement will describe the notes being
offered and the terms of the offering. The pricing supplement may also add,
update or change information in this prospectus supplement or the attached
prospectus. Any information in the applicable pricing supplement, including any
changes in the method of calculating interest on any note, that is inconsistent
with this prospectus supplement will apply and will supersede that information
in this prospectus supplement.
It is important for you to read and consider all information contained in
this prospectus supplement and the attached prospectus and the applicable
pricing supplement in making your investment decision. You should also read and
consider the information in the documents we have referred you to in "Where you
can find more information about Leggett & Platt, Incorporated" on page 16 of
the attached prospectus.
S-3
<PAGE>
Leggett & Platt, Incorporated
We manufacture a wide range of engineered products. Our company was
incorporated in 1901 as the successor to a partnership formed in 1883 at
Carthage, Missouri. That partnership was a pioneer in the development of steel
coil bedsprings. Today we serve markets for:
. Residential furnishings--components for bedding, furniture and other
residential furnishings and related consumer products.
. Commercial furnishings--retail store fixtures, displays, storage and
material handling products and systems, and components for office and
institutional furnishings.
. Aluminum products--die castings, custom tooling and dies, machining,
coating and other value added processes and aluminum raw materials.
. Industrial materials--drawn wire, specialty wire products and welded
steel tubing.
. Specialized products--automotive seating suspension, lumbar support and
control cable systems, specialized machinery and manufacturing equipment.
The term "company," unless the context requires otherwise, refers to Leggett
& Platt, Incorporated and its majority owned subsidiaries.
We are a Missouri corporation, with principal executive offices located at
No. 1 Leggett Road, Carthage, Missouri 64836 (Telephone: (417) 358-8131).
Ratio of earnings to fixed charges
The following table sets forth the ratio of our earnings to our fixed
charges for the periods indicated:
<TABLE>
<CAPTION>
Six months
ended
June 30, Year ended December 31,
---------- ------------------------
1999 1998 1997 1996 1995 1994
---------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges......... 10.4 9.6 9.6 7.8 7.0 7.3
==== === === === === ===
</TABLE>
Earnings consist principally of income from continuing operations before
income taxes, plus fixed charges. Fixed charges consist principally of interest
costs.
Description of the notes
General
The following summary of certain terms of the notes is not complete. You
should refer to the indenture with The Chase Manhattan Bank, as trustee, under
which the notes will be issued. A copy of the indenture is incorporated as
exhibit 4.1 to our registration statement filed with the Securities and
Exchange Commission (File No. 333- ) covering the notes. Some of the terms used
in this prospectus supplement are defined beginning on page S-16. A number of
terms used but not defined in this prospectus supplement have the same meanings
in the indenture.
The notes will constitute one series of debt securities issued under the
indenture. They will rank equally with all of our other unsecured and
unsubordinated debt. See "Description of debt securities" in the attached
prospectus for a description of the general terms of the debt securities.
S-4
<PAGE>
We will offer the notes on a continuing basis. Each note will mature nine
months or more from its date of issue, as agreed between us and the initial
purchaser.
The notes may bear interest at a fixed rate or a floating rate. Interest on
floating rate notes will be determined, and adjusted periodically, using an
interest rate basis or quotation, adjusted by any spread or spread multiplier.
See "Interest and interest rates" below for a discussion of the interest rates.
Denominations
Unless the applicable pricing supplement specifies otherwise, the notes will
be denominated in U.S. dollars and payments of principal and interest on the
notes will be made in U.S. dollars. If denominated in U.S. dollars, the notes
will be issued in denominations of $1,000 and multiples of $1,000 greater than
$1,000. The applicable pricing supplement will set forth the authorized
denominations of notes not denominated in U.S. dollars. The pricing supplement
will also state any exchange rate information and whether the note's principal,
premium, if any, and interest may be payable at the holder's or our option in a
denomination different from that of the note. See "Special provisions relating
to foreign currency notes" below for a more detailed discussion.
Registration, transfer and exchange
Each note will be issued in fully registered form without coupons. Each note
will be issued either in definitive form or in global form. Unless otherwise
provided in an applicable pricing supplement, the notes will be issued in book-
entry form only through the facilities of The Depository Trust Company, which
we refer to as DTC, and will be registered in the name of the nominee of DTC.
Transfers or exchanges of the notes may only be effected through a
participating member of DTC. So long as DTC or its nominee is the registered
owner of a note, DTC or such nominee, as the case may be, will be considered
the sole owner or holder of the note for all purposes under the indenture.
Except as set forth under "--Book-entry notes" below, no note issued in book-
entry form will be issuable in certificated form.
Interest and interest rates
The applicable pricing supplement will designate whether a particular note
is a fixed rate note or a floating rate note. In the case of a floating rate
note, the applicable pricing supplement will also specify whether the note will
bear interest based on the commercial paper rate, the prime rate, LIBOR, the
Treasury rate, the federal funds rate, the CD rate, CMT rate, the Eleventh
District cost of funds rate or on another interest rate quotation set forth in
the applicable pricing supplement. In addition, a floating rate note may bear
interest at the lowest, highest or average of two or more interest rate
quotations.
We will select an interest rate or interest rate quotations for each issue
of notes based on market conditions at the time of issuance. In doing so, we
will take into account, among other things, expectations concerning the level
of interest rates that will prevail during the period the notes will be
outstanding, the relative attractiveness of the interest rate or interest rate
quotation to prospective investors and our financial needs. The applicable
pricing supplement will state who will act as calculation agent with respect to
any floating rate notes.
We may change the interest rates, or interest rate quotations at various
times. No such change will affect any note already issued or for which we have
accepted an offer to purchase.
The rate of interest on floating rate notes will reset monthly, quarterly,
semi-annually or annually. The interest reset dates will be specified in the
applicable pricing supplement and on the face of each note. In addition, the
pricing supplement will specify any spread, spread multiplier, maximum interest
rate or minimum interest rate that applies for a floating rate note. The
pricing supplement relating to an offering of notes may also specify, where
applicable, the calculation dates, index maturity, initial interest rate,
interest determination dates, interest payment dates, interest reset dates and
regular record dates for each note. See "Definitions" beginning on p. S-16 for
definitions of those terms. The interest rate on the notes will in no event be
higher than the maximum rate permitted by applicable law.
S-5
<PAGE>
Each interest bearing note will accrue interest from and including the date
of issue or the most recent interest payment date for which interest has been
paid or provided. The notes will bear interest until the principal is paid or
made available for payment. We will make any interest payments in the amount of
interest accrued in the manner described up to but excluding the applicable
interest payment date.
We will pay any interest at each interest payment date and at maturity. We
will pay interest to the person in whose name a note is registered at the close
of business on the regular record date preceding the interest payment date.
However, we will pay interest at maturity to the person to whom principal is
payable. For book-entry notes, this person will be the depositary for both
kinds of payments. Interest on a note will be payable on the first interest
payment date following its date of issue. However, if the date of a note's
issue is on or after the regular record date for that interest payment date,
interest will be payable beginning on the second interest payment date
following the note's issue. See "Description of debt securities--Payment and
paying agents" in the prospectus for a discussion of the procedures for payment
of principal, premium (if any) and interest.
Fixed rate notes
The applicable pricing supplement relating to a fixed rate note will
designate a fixed annual interest rate payable on the fixed rate note. Unless
the applicable pricing supplement indicates otherwise, the interest payment
dates for the fixed rate notes will be April 1 and October 1 of each year and
at maturity. The regular record dates for the fixed rate notes will be the
fifteenth day (whether or not a business day) next preceding the April 1 and
October 1 interest payment dates. If the interest payment date is not a
business day, the interest payments will be made on the next business day.
Unless the applicable pricing supplement indicates otherwise, interest on fixed
rate notes will be computed on the basis of a 360-day year of twelve 30-day
months.
Floating rate notes
Upon the request of a registered holder of a floating rate note, the
calculation agent will provide the interest rate then in effect. The
calculation agent will also provide any new interest rate that will become
effective as a result of a determination the calculation agent has made on the
most recent interest determination date with respect to that floating rate
note.
The calculation agent will calculate accrued interest on a floating rate
note by multiplying the principal amount of the note by an accrued interest
factor. The calculation agent will compute the accrued interest factor by
adding the interest factors calculated for each day in the accrual period.
Unless the applicable pricing supplement specifies otherwise, the calculation
agent will compute the interest factor for each day by dividing the interest
rate for that day by (a) the actual number of days in the year, in the case of
treasury rate notes or (b) 360, in the case of all other floating rate notes.
The interest rate on a floating rate note in effect on any day will be:
(a) if the day is an interest reset date, the interest rate for the interest
determination date for that interest reset date, or
(b) if the day is not an interest reset date, the interest rate for the
interest determination date for the preceding interest reset date.
However, the interest rate on a floating rate note from its issue date up to
but not including the first interest reset date for the note will be the
initial interest rate set forth in the applicable pricing supplement. The
interest rate is subject to adjustment by any spread or a spread multiplier and
to any maximum interest rate or minimum interest rate limitation. However, the
interest rate for the ten calendar days prior to the date of maturity will be
the one in effect on the tenth calendar day before maturity.
All percentages resulting from any calculation of floating rate notes will
be rounded to the nearest one-hundred thousandth of a percentage point, with
five one-millionths of a percentage point rounded upwards (e.g., 9.876545%, or
.09876545, being rounded to 9.87655%, or .0987655, and 9.876544%, or .09876544,
being rounded to 9.87654%, or .0987654), and all dollar amounts used in or
resulting from this calculation will be rounded to the nearest cent, or, in the
case of foreign currency notes, the smallest whole unit of the specified
currency (with one-half cent or unit being rounded upwards).
S-6
<PAGE>
Commercial paper rate notes
Commercial paper rate notes will bear interest at the interest rates,
calculated with reference to the commercial paper rate and any spread or spread
multiplier, specified on the face of the commercial paper rate note and in the
applicable pricing supplement.
Unless the applicable pricing supplement indicates otherwise, the
"commercial paper rate" for any commercial paper interest determination date is
the money market yield of the rate on that date for commercial paper having the
index maturity specified in the pricing supplement as published in H.15(519)
prior to 9:00 A.M., New York City time, on the calculation date relating to
that commercial paper interest determination date under the heading "Commercial
Paper--Nonfinancial."
The following procedures will be followed if the commercial paper rate
cannot be determined as described above:
. If the above rate is not published in H.15(519) by 9:00 A.M., New York
City time, on the calculation date, then the commercial paper rate will
be the money market yield of the rate on that commercial paper interest
determination date for commercial paper having the index maturity
designated in the pricing supplement, as published in H.15 Daily Update
under the heading "Commercial Paper--Nonfinancial."
. If that rate is not published in H.15(519), H.15 Daily Update, or another
recognized electronic source by 3:00 P.M., New York City time, on the
calculation date, then the calculation agent will determine (after
consultation with us) the commercial paper rate to be the money market
yield of the arithmetic mean of certain offered rates of three leading
dealers of commercial paper in New York City as of 11:00 A.M., New York
City time, on that commercial paper rate interest determination date.
These offered rates will be for commercial paper having the index
maturity specified in the pricing supplement for an industrial issuer
whose bond rating is "Aa", or the equivalent, from a nationally
recognized rating agency. We will select the three dealers referred to
above, which may include the agents or their affiliates.
. If fewer than three dealers selected by us are quoting as mentioned
above, the commercial paper rate will remain the commercial paper rate
then in effect on the immediately preceding commercial paper rate
interest determination date, or if no such rate is in effect, the
interest rate on the note will be the initial interest rate.
Prime rate notes
A prime rate note will bear interest at the interest rate, calculated with
reference to the prime rate plus or minus any spread or spread multiplier,
specified on the face of the prime rate note and in the applicable pricing
supplement. Unless the applicable pricing supplement indicates otherwise, the
"prime rate" for any prime rate interest determination date is the prime rate
on that date, as published in H.15(519) by 9:00 A.M., New York City time, on
the calculation date relating to that prime rate interest determination date
under the heading "Bank Prime Loan."
The following procedures will be followed if the prime rate cannot be
determined as described above:
. If the above rate is not published in H.15(519) by 9:00 A.M., New York
City time, on the calculation date, then the prime rate will be the rate
on that prime rate interest determination date as published in H.15 Daily
Update opposite the caption "Bank Prime Loan."
. If that rate is not published in H.15(519), H.15 Daily Update, or another
recognized electronic source by 3:00 P.M., New York City time, on the
calculation date, then the calculation agent will determine the prime
rate to be the arithmetic mean of the interest rates publicly announced
by each bank that appears on the Reuters Screen USPRIME1 Page. For each
bank, those announced rates will be that bank's prime rate or base
lending rate in effect for that prime rate interest determination date at
11:00 A.M. New York City time.
S-7
<PAGE>
. If fewer than four of those rates but more than one such rate appear on
the Reuters Screen USPRIME1 Page for that prime rate interest
determination date, then the prime rate will be the arithmetic mean of
the announced prime rates or base lending rates quoted (on the basis of
the actual number of days in the year divided by 360) by at least two
major money center banks in New York City as of the close of business on
that prime rate interest determination date. The calculation agent will
select the banks referred to above (after consultation with us), which
may include the agents or their affiliates.
. If fewer than two such rates appear on the Reuters Screen USPRIME1 Page,
the calculation agent will determine the prime rate on the basis of the
rates furnished in New York City by three substitute banks or trust
companies organized and doing business under the laws of the United
States, or any state thereof, in each case having total equity capital of
at least U.S. $500,000,000 and being subject to supervision or
examination by Federal or state authority, selected by the calculation
agent (after consultation with us) to provide such rate or rates.
. If the banks selected are not quoting as mentioned above, the prime rate
will remain the prime rate then in effect on the immediately preceding
prime rate interest determination date, or if no such rate is in effect,
the interest rate on the note will be the initial interest rate.
LIBOR notes
A LIBOR note will bear interest at the interest rate (calculated with
reference to LIBOR and any spread or spread multiplier) specified on the face
of the LIBOR note and in the applicable pricing supplement.
Unless the applicable pricing supplement indicates otherwise, the
calculation agent will determine LIBOR as follows:
On the second London business day prior to the LIBOR rate interest
determination date:
. If "LIBOR Reuters" is specified in the applicable pricing supplement,
LIBOR will be the arithmetic mean of the offered rates for deposits in
U.S. dollars having the index maturity specified on the Reuters Screen
LIBO page as of 11:00 A.M., London time, on that LIBOR rate interest
determination date, if at least two of those offered rates appear on the
designated LIBOR page.
. If "LIBOR Telerate" is specified in the applicable pricing supplement,
LIBOR will be a certain rate for deposits in the designated LIBOR
currency having the index maturity specified on the Telerate Page 3750 as
of 11:00 A.M., London time, on that LIBOR rate interest determination
date.
. If neither "LIBOR Reuters" nor "LIBOR Telerate" is specified in the
applicable pricing supplement as the method for calculating LIBOR, LIBOR
will be calculated as if "LIBOR Telerate" had been specified.
On any LIBOR rate interest determination date on which fewer than two of
those offered rates appear or no rate appears, as applicable, on the designated
LIBOR page, the calculation agent will determine LIBOR as follows:
. LIBOR will be determined on the basis of the offered rates at which
deposits in U.S. dollars having the index maturity specified in the
applicable pricing supplement beginning on the applicable interest reset
date and in a principal amount of not less than $1,000,000 that is
representative for a single transaction in that index currency in that
market is quoted at that time by four major banks in the London interbank
market (which may include the agents or their affiliates) at
approximately 11:00 A.M., London time, on that LIBOR rate interest
determination date to prime banks in the London interbank market. The
calculation agent (after consultation with us) will select the four banks
and request the principal London office of each of those banks to provide
the calculation agent a quotation of its rate. If at least two quotations
are provided, LIBOR on that LIBOR rate interest determination date will
be the arithmetic mean of those quotations.
. If fewer than two of those quotations are provided as mentioned above,
LIBOR on that LIBOR rate interest determination date will be the
arithmetic mean of the rates quoted at approximately 11:00
S-8
<PAGE>
A.M., New York City time, on that LIBOR rate interest determination date
by three major banks in the City of New York (which may include the
agents or their affiliates) for loans in U.S. dollars to leading European
banks, having the index maturity specified in the applicable pricing
supplement and in a principal amount of not less than $1,000,000 that is
representative for a single transaction in that market at that time. The
calculation agent (after consultation with us) will select the three
banks referred to above.
. If the banks selected by the calculation agent are not quoting as
mentioned above, LIBOR will remain LIBOR then in effect on the
immediately preceding LIBOR rate interest determination date, or if no
such rate is in effect, the interest rate on the note will be the initial
interest rate.
Treasury rate notes
A Treasury rate note will bear interest at the interest rate (calculated
with reference to the Treasury rate and any spread or spread multiplier)
specified on the face of the Treasury rate note and in the applicable pricing
supplement.
Unless the applicable pricing supplement indicates otherwise, "Treasury
rate" for any Treasury rate interest determination date means the rate from
the most recent Treasury bill auction having the index maturity specified in
the pricing supplement. That rate will be the one that appears on page 56 or
page 57 or any other page that may replace these pages on the Telerate Service
under the heading "INVESTMENT RATE."
The following procedures will be followed if the Treasury rate cannot be
determined as described above:
. If the above rate is not displayed on the relevant page by 3:00 P.M., New
York City time, on the calculation date, the Treasury rate will be the
auction average rate for that auction as otherwise announced by the
United States Department of the Treasury. The auction average rate will
be expressed as a bond equivalent on the basis of a year of 365 or 366
days, as applicable, and applied on a daily basis.
. If the results of the auction of Treasury bills having the index maturity
specified in the pricing supplement are not published or reported as
provided above by 3:00 P.M., New York City time, on the calculation date,
or if no auction is held in a particular week, then the Treasury rate
will be the rate as published in H.15(519) under the heading "U.S.
Government Securities/ Treasury Bills/Secondary Market."
. If the rate described in the previous item is not published by 3:00 P.M.,
New York City time, on the calculation date, then the calculation agent
will determine the Treasury rate to be a yield to maturity of the
arithmetic mean of the secondary market bid rates, as of approximately
3:30 P.M., New York City time, on that Treasury rate interest
determination date. The bid rates will be those of three leading primary
U.S. government securities dealers in New York City for the issue of
Treasury bills with a remaining maturity closest to the index maturity
specified in the pricing supplement. The rates will be expressed as a
bond equivalent on the basis of a year of 365 or 366 days, as applicable,
and applied on a daily basis. The calculation agent (after consultation
with us) will select the three dealers referred to above, which may
include the agents or their affiliates.
. If fewer than three dealers selected by the calculation agent are quoting
as mentioned above, the Treasury rate will remain the Treasury rate then
in effect on the immediately preceding Treasury rate interest
determination date, or if no such rate is in effect, the interest rate on
the note will be the initial interest rate.
Federal funds rate notes
A federal funds rate note will bear interest at the interest rate
calculated with reference to the federal funds rate and any spread or spread
multiplier, as specified on the face of the federal funds rate note and in the
applicable pricing supplement.
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Unless the applicable pricing supplement indicates otherwise, the "federal
funds rate" for any federal funds rate interest determination date is the rate
on that day for federal funds as published in H.15(519) prior to 3:00 P.M., New
York City time under the heading "Federal Funds (Effective)," on the
calculation date relating to that federal funds rate interest determination
date.
The following procedures will be followed if the federal funds rate cannot
be determined as described above:
. If the above rate is not published in H.15(519) or displayed on Telerate
Page 120 by 3:00 P.M., New York City time, on the calculation date, the
federal funds rate will be the rate on that federal funds rate interest
determination date for U.S. dollar federal funds, as published in H.15
Daily Update under the heading "Federal Funds (Effective)."
. If that rate is not published in H.15(519), H.15 Daily Update, or
displayed on Telerate Page 120 by 3:00 P.M., New York City time, on the
calculation date, then the calculation agent will determine the federal
funds rate to be the arithmetic mean of the rates for the last
transaction in overnight federal funds as of 11:00 A.M., New York City
time, on that federal funds rate interest determination date. The rates
will be ones arranged by three leading brokers of federal funds
transactions in New York City. The calculation agent (after consultation
with us) will select the three brokers referred to above.
. If fewer than three brokers selected by the calculation agent are quoting
as mentioned above, the federal funds rate will remain the federal funds
rate then in effect on the immediately preceding federal funds rate
interest determination date, or if no such rate is in effect, the
interest rate on the note will be the initial interest rate.
CD rate notes
A CD rate note will bear interest at the interest rate (calculated with
reference to the CD rate and any spread or spread multiplier) specified in the
CD rate note and in the applicable pricing supplement.
Unless the applicable pricing supplement indicates otherwise, the "CD rate"
for any CD rate interest determination date is the rate on that date for
negotiable certificates of deposit having the index maturity specified in the
pricing supplement, as published in H.15(519) prior to 3:00 P.M., New York City
time under the heading "CDs (Secondary Market)," on the calculation date
relating to that CD rate interest determination date
The following procedures will be followed if the CD rate cannot be
determined as described above:
. If the above rate is not published by 3:00 P.M., New York City time, on
the calculation date, the CD rate will be the rate on that CD rate
interest determination date for negotiable certificates of deposit of the
index maturity specified in the pricing supplement as published in H.15
Daily Update under the caption "CDs (Secondary Market)."
. If that rate is not published in H.15(519), H.15 Daily Update, or another
recognized electronic source by 3:00 P.M., New York City time, on the
calculation date, then the calculation agent will determine the CD rate
to be the arithmetic mean of certain secondary market offered rates as of
10:00 A.M., New York City time, on that CD rate interest determination
date. The offered rates will be ones quoted by three leading nonbank
dealers in negotiable U.S. dollar certificates of deposit in New York
City. The dealers will provide quoted rates for negotiable certificates
of deposit in an amount that is representative for a single transaction
in the market at that time of major U.S. money market banks of the
highest credit standing (in the market for negotiable certificates of
deposit) with a remaining maturity closest to the index maturity
designated in the applicable pricing supplement. The calculation agent
(after consultation with us) will select the three dealers referred to
above.
. If fewer than three dealers are quoting as mentioned above, the CD rate
will remain the CD rate then in effect on the immediately preceding CD
rate interest determination date, or if no such rate is in effect, the
interest rate on the note will be the initial interest rate.
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CMT rate notes
The "CMT Rate" for any interest determination date is the rate displayed on
Bridge Telerate, Inc. (or any successor service) on the designated CMT Telerate
page (or any other page that may replace such page on that service) by 3:00
P.M., New York City time, on the calculation date for that interest
determination date under the caption ". . . Treasury Constant Maturities . . .
Federal Reserve Board Release H.15 . . . Mondays Approximately 3:45 P.M.,"
under the column for the index maturity described in the related pricing
supplement for:
(i) if the designated CMT Telerate page is 7055, such interest
determination date; or
(ii) if the designated CMT Telerate page is 7052, the week, or the month,
in the related pricing supplement, ended immediately preceding the
week in which the related interest determination date occurs.
The following procedures will be used if the CMT rate cannot be determined
as described above:
. If the rate is not displayed on the relevant page by 3:00 P.M., New York
City time, on the calculation date, then the CMT rate will be the
Treasury constant maturity rate for the index maturity, as published in
H.15(519).
. If that rate is not published in H.15(519) by 3:00 P.M., New York City
time, on the calculation date, then the CMT rate will be the Treasury
constant maturity rate (or other United States Treasury rate) for the
index maturity for the interest determination date as may then be
published by either the Board of Governors of the Federal Reserve System
or the United States Department of the Treasury that the calculation
agent reasonably determines to be comparable to the rate formerly
displayed on the designated CMT Telerate page and published in H.15(519).
. If that information is not provided by 3:00 P.M., New York City time, on
the calculation date, then the calculation agent will determine the CMT
rate to be a yield to maturity based on the arithmetic mean of the
secondary market closing offer side prices, as of approximately 3:30
P.M., New York City time, on the interest determination date reported,
according to their written records, by three leading primary United
States government securities dealers or, "reference dealer," in the City
of New York (which may include the agents or their affiliates). The
calculation agent (after consultation with us) will select five reference
dealers and will eliminate the highest quotation (or, in the event of
equality, one of the highest quotations) and the lowest quotation (or, in
the event of equality, one of the lowest quotations), for the most
recently issued Treasury notes that are direct noncallable fixed rate
obligations of the United States with an original maturity of
approximately the index maturity and a remaining term to maturity of not
less than the index maturity minus one year.
. If the calculation agent cannot obtain three Treasury note quotations,
the calculation agent will determine the CMT rate to be a yield to
maturity based on the arithmetic mean of the secondary market offer side
prices as of approximately 3:30 P.M., New York City time, on the interest
determination date of three reference dealers in New York City (selected
using the same method described above) for Treasury notes with an
original maturity of the number of years that is the next highest to the
index maturity and a remaining term to maturity closest to the index
maturity and in an amount of at least $100,000,000.
. If three or four but not five reference dealers are quoting as described
above, then the CMT rate will be based on the arithmetic mean of the
offered rates obtained and neither the highest nor the lowest of those
quotations will be eliminated.
. If fewer than three reference dealers selected by the calculation agent
are quoting as described above, the CMT rate will remain the CMT rate
then in effect on the immediately preceding CMT rate interest
determination date, or if no such rate is in effect, the interest rate on
the note will be the initial interest rate.
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Eleventh District cost of funds rate notes
The "Eleventh District cost of funds rate" for any interest determination
date is the rate equal to the monthly weighted average cost of funds for the
month preceding the interest determination date as displayed on the Telerate
Page 7058 by 11:00 A.M., San Francisco time, on the calculation date for that
interest determination date under the caption "Eleventh District."
The following procedures will be used if the Eleventh District cost of funds
rate cannot be determined as described above:
. If the rate is not displayed on the relevant page by 11:00 A.M., San
Francisco time, on the calculation date, then the Eleventh District cost
of funds rate will be the monthly weighted average cost of funds paid by
member institutions, of the Eleventh Federal Home Loan Bank District as
announced by the Federal Home Loan Bank of San Francisco for the month
preceding the date of announcement.
. If no announcement was made relating to the month preceding the interest
determination date, the Eleventh District cost of funds rate will remain
the Eleventh District cost of funds rate then in effect on the
immediately preceding interest determination date, or if no such rate is
in effect, the interest rate on the note will be the initial interest
rate.
Indexed notes
We may issue notes as indexed notes, as indicated in the applicable pricing
supplement. Holders of indexed notes may receive a principal amount at maturity
that is greater than or less than the face amount of the notes depending upon
the fluctuation of the relative value, rate or price of the specified index.
The applicable pricing supplement will describe specific information relating
to the method for determining the principal amount payable at maturity, a
historical comparison of the relative value, rate or price of the specified
index and the face amount of the indexed note and certain additional U.S.
federal tax considerations.
Original issue discount notes
We may issue notes as original issue discount notes, as indicated in the
applicable pricing supplement, and no interest will be payable prior to the
maturity of such notes. An original issue discount note is issued at a price
lower than the principal amount of that note. If there is a redemption or
acceleration of the maturity of an original issue discount note, the amount
payable to the holder of the note will be determined under the terms of the
note, but will be less than the amount payable at the maturity of the note. In
addition, a note issued at a discount may, for U.S. federal income tax
purposes, be considered an original issue discount note, regardless of the
amount payable upon redemption or acceleration of maturity of that note. See
"United States Federal income tax consequences--Original issue discount" for a
discussion of the income tax provisions.
Zero-coupon notes
We may issue notes in the form of original issue discount notes that do not
provide any periodic payments of interest. The specific terms of any zero-
coupon notes will be set forth in the applicable pricing supplement.
Renewable notes
We may also issue from time to time variable rate renewable notes that will
bear interest at the interest rate (calculated with reference to a base rate
and the spread and/or spread multiplier, if any) specified in the renewable
notes and in the applicable pricing supplement.
The renewable notes will mature on an initial maturity date that is an
interest payment date as specified in the applicable pricing supplement, unless
the maturity of all or any portion of the principal amount thereof is extended
in accordance with the procedures described below. Each interest payment date
in April and October in each year will be an election date (unless different
interest payment dates are specified in the applicable pricing supplement), and
the maturity of the renewable notes will be extended to the interest payment
date
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occurring twelve months after such election date, unless you elect to terminate
the automatic extension of the maturity of the renewable notes (or of any
portion thereof having a principal amount of $1,000 or any multiple of $1,000
in excess thereof) by delivering a notice to such effect to the paying agent
not less than nor more than a number of days to be specified in the applicable
pricing supplement prior to such election date. Such option may be exercised
with respect to less than the entire principal amount of the renewable notes;
provided that the principal amount for which such option is not exercised is at
least $1,000 or any larger amount that is an integral multiple of $1,000.
However, we may not extend the maturity of the renewable notes beyond the
final maturity date, as specified in the applicable pricing supplement. If you
elect to terminate the automatic extension of the maturity of any portion of
the principal amount of the renewable notes and you do not revoke such election
as described below, such portion will become due and payable on the interest
payment date falling six months (unless another period is specified in the
applicable pricing supplement) after the election date prior to which you made
such election.
You may revoke your election to terminate the automatic extension of
maturity as to any portion of the renewable notes having a principal amount of
$1,000 or any multiple of $1,000 in excess thereof by delivering a notice to
such effect to the paying agent on any day following the effective date of the
election to terminate the automatic extension of maturity and prior to the date
15 days before the date on which such portion would otherwise mature. Such a
revocation may be made for less than the entire principal amount of the
renewable notes for which the automatic extension of maturity has been
terminated; provided that the principal amount of the renewable notes for which
the automatic extension of maturity has been terminated and for which such a
revocation has not been made is at least $1,000 or any larger amount that is an
integral multiple of $1,000. However, a revocation may not be made during the
period from and including a record date to but excluding the immediately
succeeding interest payment date.
Your election to terminate the automatic extension of the maturity of the
renewable notes, if you or any subsequent holder do not revoke as described
above, will be binding upon such subsequent holder.
We may redeem the renewable notes in whole or in part at our option on or
commencing with the date or dates specified in the applicable pricing
supplement. We will redeem the renewable notes at the redemption price stated
in the applicable pricing supplement, together with accrued and unpaid interest
to the date of redemption. Notwithstanding anything to the contrary in this
prospectus supplement, we will provide notice of redemption by mailing a notice
of such redemption to each holder by first class mail, postage prepaid, at
least 180 days prior to the date fixed for redemption.
Amortizing notes
We may from time to time offer amortizing notes on which a portion or all
the principal amount is payable prior to the stated maturity in accordance with
a schedule, by application of a formula, or by reference to an index. Further
information concerning additional terms and conditions of any amortizing notes,
including terms for repayment thereof, will be set forth in the applicable
pricing statement.
Extension of maturity
The pricing supplement relating to some notes (other than an amortizing
note) may provide that we have the option to extend the maturity of such notes
for an extension period of one or more periods of one or more whole years up to
but not beyond the final maturity date set forth in such pricing supplement. If
we have such an option with respect to any such extendible note, the following
procedures will apply, unless modified as set forth in the applicable pricing
supplement.
We may exercise such option with respect to an extendible note by notifying
the paying agent of such exercise at least 45 but not more than 60 days prior
to the maturity date originally in effect with respect to such note or, if the
maturity date of such note has already been extended, prior to the maturity
date then in effect. No later than 38 days prior to the original maturity date
or an extended maturity date, as the case may be, the
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paying agent will mail to the holder of such note an extension notice relating
to such extension period, by first class mail, postage prepaid, setting forth:
(a) our election to extend the maturity of such note;
(b) the new extended maturity date;
(c) the interest rate applicable to the extension period (which, in the case
of a floating rate note, will be calculated with reference to a base rate and
the spread and/or spread multiplier, if any); and
(d) the provisions, if any, for redemption during the extension period,
including the date or dates on which, the period or periods during which and
the price of prices at which such redemption may occur during the extension
period.
Upon the mailing by the paying agent of an extension notice to the holder of
an extendible note, the maturity of such note will be extended automatically,
and, except as modified by the extension notice and as described in the next
paragraph, such note will have the same terms it had prior to the mailing of
such extension notice.
Notwithstanding the foregoing, not later than 10:00 a.m., New York City
time, on the twentieth calendar day prior to the maturity date then in effect
for an extendible note (or, if such day is not a business day, not later than
10:00 a.m., New York City time, on the immediately succeeding business day), we
may at our option, revoke the interest rate provided for in the extension
notice and establish a higher interest rate (or, in the case of a floating rate
note, a higher spread and/or spread multiplier, if any) for the extension
period by causing the paying agent to send notice of such higher interest rate
(or, in the case of a floating rate note, a higher spread and/or spread
multiplier, if any) to the holder of such note by first class mail, postage
prepaid, or by such other means as agreed to by the paying agent and us. Such
notice shall be irrevocable. All extendible notes with respect to which the
maturity date is extended in accordance with an extension notice will bear such
higher interest rate (or, in the case of a floating rate note, a higher spread
and/or spread multiplier, if any) for the extension period, whether or not
tendered for repayment.
If we elect to extend the maturity of an extendible note the holder of such
note will have the option to require us to repay such note on the maturity date
then in effect at a price equal to the principal amount thereof plus any
accrued and unpaid interest to such date. In order for an extendible note to be
repaid on such maturity date, the holder thereof must follow the procedures set
forth below under "Repayment and repurchase" for optional repayment, except
that the period for delivery of such note or notification to the paying agent
shall be at least 25 but not more than 35 days prior to the maturity date then
in effect and except that a holder who has tendered an extendible note for
repayment pursuant to an extension notice may, by written notice to the paying
agent, revoke any such tender for repayment until 3:00 p.m., New York City
time, on the twentieth calendar day prior to the maturity date then in effect
(or if such day is not a business day, until 3:00 p.m., New York City time, on
the immediately succeeding business day).
Redemption
We will not redeem any note prior to the redemption date fixed at the time
of sale and set forth in the applicable pricing supplement, unless the note
provides otherwise. If we can redeem the note, we may, at our option, redeem
the related note wholly or partially in increments of $1,000. If we choose to
redeem the note, we will do so at a redemption price equal to the entire
principal amount to be redeemed, together with interest payable to the date of
redemption. We must give notice of this redemption not more than 60 nor less
than 30 days prior to the redemption date. The notes will not have a sinking
fund unless the applicable pricing supplement specifies otherwise.
Repayment and repurchase
Although notes will not generally be repayable at the option of the holder
prior to maturity, in the pricing supplement relating to a note, we may specify
that such note will be repayable at the option of the holder on a
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date or dates specified prior to maturity at a price or prices set forth in the
applicable pricing supplement, together with accrued interest to the date of
repayment.
Unless otherwise specified in the applicable pricing supplement, in order
for a note to be repaid, the paying agent must receive at least 30, but not
more than 45, days, prior to the repayment date (i) the note with the form
entitled "Option to Elect Repayment" on the reverse of the note duly completed
or (ii) a telegram, telex, facsimile transmission or a letter from a member of
a national securities exchange or the National Association of Securities
Dealers, Inc. or a commercial bank or trust company in the United States of
America setting forth the name of the holder of the note, the principal amount
of the note, the principal amount of the note to be repaid, the certificate
number or a description of the tenor and terms of the note, a statement that
the option to elect repayment is being exercised thereby and a guarantee that
the note to be repaid with the form entitled "Option to Elect Repayment" on the
reverse of the note duly completed will be received by the paying agent not
later than five business days after the date of such telegram, telex, facsimile
transmission or letter and such note and form duly completed are received by
the paying agent by such fifth business day. Except in the case of renewable
notes or extendible notes, and unless otherwise specified in the applicable
pricing supplement, exercise of the repayment option by the holder of a note
shall be irrevocable. The repayment option may be exercised by the holder of a
note for less than the entire principal amount of the note provided that the
principal amount of the note remaining outstanding after repayment is an
authorized denomination.
If a note is a book-entry note, DTC's nominee will be the holder of such
note and therefore will be the only entity that can exercise a right to
repayment. In order to ensure that DTC's nominee will timely exercise a right
to repayment with respect to a particular note, the beneficial owner of such
note must instruct the broker or other direct or indirect participant through
which it holds an interest in such note to notify DTC of its desire to exercise
a right to repayment. Different firms have different cut-off times for
accepting instructions from their customers and, accordingly, each beneficial
owner should consult the broker or other direct or indirect participant through
which it holds an interest in a note in order to ascertain the cut-off time by
which such an instruction must be given in order for timely notice to be
delivered to DTC.
Purchase of Notes by Leggett & Platt
We may at any time purchase notes at any price in the open market or
otherwise. We may hold, resell or surrender to the trustee for cancellation any
notes we purchase.
Other provisions; addenda
Any provisions relating to any note may be modified as specified under
"Other Provisions" on the face of that note or in an addendum relating to that
note. These provisions might include the determination of an interest rate
basis, the calculation of the interest rate applicable to a floating rate note,
and the specification of one or more interest rate bases, the interest payment
dates, the maturity or any other variable term relating to that note.
Definitions
Set forth below are definitions of some of the terms used in this prospectus
supplement and not defined in the attached prospectus.
"business day" means any day, other than a Saturday or Sunday, that meets
each of the following applicable requirements. The day is:
(a) not a day on which banking institutions are authorized or required by
law or regulation to be closed in New York City;
(b) with respect to LIBOR notes, a London business day.
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"calculation agent" means the agent we appoint to calculate interest rates
for floating rate notes. The pricing supplement will state who will act as
calculation agent.
"calculation date" means, with respect to any interest determination date,
the date on which the calculation agent is to calculate an interest rate for a
floating rate note. Unless the pricing supplement specifies otherwise, the
calculation date relating to an interest determination date for a floating rate
note will be the first to occur of (a) the tenth calendar day after that
interest determination date, or, if that day is not a business day, the next
succeeding business day or (b) the business day preceding the applicable
interest payment date or maturity of that note, as the case may be. However,
LIBOR will be calculated on the LIBOR rate interest determination date.
"designated LIBOR currency" means the currency, if any, designated in a
LIBOR note and the applicable pricing supplement as the designated LIBOR
currency and, if no currency is so designated, the designated LIBOR currency
will be U.S. dollars.
"designated LIBOR page" means (a) if "LIBOR Reuters" is specified in the
applicable pricing supplement, the display on the Reuter Monitor Money Rates
Service (or any successor service) on the Reuters Screen LIBO page (or any
other page as may replace that page on that service) for the purpose of
displaying the London interbank rates of major banks for the applicable index
currency, or (b) if "LIBOR Telerate" is specified in the applicable pricing
supplement as the method for calculating LIBOR, the display on the Telerate
Service (or any successor service) on page 3750 (or any other page as may
replace that page on that service) for the purpose of displaying the London
interbank rates of major banks for the applicable index currency.
"H.15(519)" means the publication entitled "Statistical Release H.15(519),
Selected Interest Rates", or any successor publication, published by the Board
of Governors of the Federal Reserve System.
"H.15 Daily Update" means the daily update of H.15(519), available through
the world wide web site of the Board of Governors of the Federal Reserve System
at http:www.bog.frb.fed.us/releases/h15/update, or any successor site or
publication.
"index currency" means the currency or composite currency specified in the
applicable pricing supplement as to which LIBOR will be calculated. If no
currency or composite currency of this kind is specified in the applicable
pricing supplement, the index currency will be U.S. dollars.
"index maturity" means, for a floating rate note, the period to maturity of
the instrument or obligation on which the interest rate quotation is based, as
set forth in the pricing supplement.
"initial interest rate" means the rate at which a floating rate note will
bear interest from and including its issue date to but excluding the first
interest reset date, as indicated in the applicable pricing supplement.
"interest determination date" means the date as of which the interest rate
for a floating rate note is to be calculated, to be effective as of the
following interest reset date and calculated on the related calculation date.
However, LIBOR will be calculated on the LIBOR rate interest determination
date. The interest determination date relating to an interest reset date for a
commercial paper rate note, for a prime rate note, for a federal funds rate
note, for a CD rate note, for a CMT rate note and for an Eleventh District cost
of funds rate note will be the second business day preceding that interest
reset date. The interest determination date relating to an interest reset date
for a LIBOR note will be the second London business day preceding that interest
reset date. The interest determination date relating to an interest reset date
for a Treasury rate note will be the day of the week during which that interest
reset date falls on which Treasury bills of the index maturity designated in
the pricing supplement would normally be auctioned. Treasury bills are usually
sold at auction on the Monday of each week, unless that day is a legal holiday,
in which case the auction is usually held on the following Tuesday or may be
held on the preceding Friday. If, as the result of a legal holiday, an auction
is so held on the preceding Friday, that Friday will be the Treasury interest
rate determination date pertaining to the interest reset date occurring in the
following week.
"interest payment date" means the date on which payment of interest on a
note (other than payment at maturity) is to be made. Unless the applicable
pricing supplement indicates otherwise, the interest payment
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dates for the fixed rate notes will be April 1 and October 1 of each year and
at maturity. Unless the applicable pricing supplement indicates otherwise and
except as provided below, the interest payment dates for any floating rate note
will be:
(a) in the case of floating rate notes that reset monthly, on the third
Wednesday of each month (as indicated in the pricing supplement);
(b) in the case of floating rate notes that reset quarterly, on the third
Wednesday of March, June, September and December of each year, in the
case of floating rate notes that reset semi-annually, on the third
Wednesday of the two months of each year specified in the pricing
supplement;
(c) in the case of floating rate notes that reset annually, on the third
Wednesday of the month specified in the pricing supplement; and
(d) in each case, at maturity.
If an interest payment date for any fixed rate note falls on a day that is
not a business day for that note, the interest payment for that note will be
made on the following business day for that note, and no interest on that
payment will accrue from and after that interest payment date. If an interest
payment date (other than an interest payment date at maturity) for any floating
rate note would otherwise be a day that is not a business day for that note,
that interest payment date will be postponed to the next business day for that
note, and interest will continue to accrue (except that, for a LIBOR note, if
that business day is in the following calendar month, that interest payment
date will be the preceding business day for that LIBOR note).
"interest reset date" means the date on which a floating rate note will
begin to bear interest at the interest rate determined as of any interest
determination date. Unless the pricing supplement specifies otherwise, the
interest reset dates will be:
(a) in the case of floating rate notes that reset monthly, the third
Wednesday of each month;
(b) in the case of floating rate notes that reset quarterly, the third
Wednesday of March, June, September and December of each year;
(c) in the case of floating rate notes that reset semi-annually, the third
Wednesday of each of two months of each year specified in the pricing
supplement; and
(d) in the case of floating rate notes that reset annually, the third
Wednesday of one month of each year specified in the pricing
supplement.
If any interest reset date for any floating rate note would otherwise be a
day that is not a business day for that floating rate note, that interest reset
date will be postponed to the next business day for that floating rate note
(except that, for a LIBOR note, if that business day is in the following
calendar month, that interest reset date will be the preceding business day for
that LIBOR note). If a Treasury bill auction (as described in the definition of
"interest determination date") falls on any day that would otherwise be an
interest reset date for a Treasury rate note, then that interest reset date
will instead be the first business day following that auction date.
"London business day" means any day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market.
"market exchange rate" for any specified currency means the noon buying rate
in New York City for cable transfers for that specified currency as certified
for customs purposes by (or if not certified, as otherwise determined by) the
Federal Reserve Bank of New York.
"maturity" means the date on which the principal of a note becomes due,
whether at stated maturity, upon redemption or otherwise. If the maturity of
any note falls on a day that is not a business day, the payment of principal,
premium, if any, and interest for that note will be made on the following
business day, and no interest on that payment will accrue from and after that
maturity.
"maximum interest rate" means, for any floating rate note, a maximum
numerical interest rate limitation, or ceiling, on the rate at which interest
may accrue on that note during any interest period.
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"minimum interest rate" means, for any floating rate note, a minimum
numerical interest rate limitation, or floor, on the rate at which interest may
accrue on that note during any interest period.
"money market yield" means a yield (expressed as a percentage rounded to the
next higher one hundred thousandth of a percentage point) calculated in
accordance with the following formula:
money market yield = D x 360
x 100
360 - (D x M)
where "D" refers to the annual rate for the commercial paper, quoted on a bank
discount basis and expressed as a decimal, and "M" refers to the actual number
of days in the interest period for which interest is being calculated.
"paying agent" means the agent we appoint to pay principal, premium, if any,
and interest on the notes. The pricing supplement will state who will act as
the paying agent.
"principal financial center" means the capital city of the country issuing
the index currency, except that with respect to United States dollars,
Australian dollars, Deutsche marks, Dutch guilders, Italian lire and Swiss
francs, the principal financial center will be New York City, Sydney,
Frankfurt, Amsterdam, Milan and Zurich, respectively.
"regular record date" means the date on which a note must be held in order
for the holder to receive an interest payment on the next interest payment
date. Unless the pricing supplement specifies otherwise, the regular record
date for any interest payment date with respect to any floating rate note will
be the fifteenth day (whether or not a business day) prior to that interest
payment date. The regular record dates for the fixed rate notes will be the
fifteenth day next preceding the April 1 and October 1 interest payment dates.
"Reuters Screen USPRIME1 Page" means the display on the Reuter Monitor Money
Rates Service (or any successor service) on the "USPRIME1" page (or any other
page as may replace the USPRIME1 page on such service) for the purpose of
displaying prime rates or base lending rates of major U.S. banks.
"spread" means the number of basis points (a basis point is one-hundredth of
a percentage point), if any, to be added to the commercial paper rate, the
prime rate, LIBOR, the Treasury rate, the federal funds rate, the CD rate, the
CMT rate, the Eleventh District cost of funds rate or any other interest rate
index in effect at various times for a note, which amount will be set forth in
the pricing supplement.
"spread multiplier" means the percentage by which the commercial paper rate,
the prime rate, LIBOR, the Treasury rate, the federal funds rate, the CD rate,
the CMT rate, the Eleventh District cost of funds rate or any other interest
rate index in effect at various times for a note is to be multiplied, which
percentage will be set forth in the pricing supplement.
"Telerate Page 3750" means the display designated as page "3750" on the
Telerate Service (or such other page as may replace the LIBO page on that
service for the purpose of displaying London rates).
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Special provisions relating to foreign currency notes
Unless the applicable pricing supplement provides otherwise, purchasers must
pay for the notes in U.S. dollars, and we will make payments of principal and
interest on the notes in U.S. dollars. The applicable pricing supplement may
provide that purchasers must pay for the notes in a specified currency other
than U.S. dollars and/or that we will make payments of principal and interest
on such notes in such a specified currency. Currently, a limited number of
facilities in the United States convert U.S. dollars into foreign currencies
and vice versa. In addition, most banks do not currently offer non-U.S. dollar
denominated checking or savings account facilities in the United States.
Accordingly, unless a pricing supplement specifies otherwise or unless we make
alternative arrangements, we will make payment of principal and interest on
notes in a specified currency other than U.S. dollars to an account at a bank
outside the United States. See "Foreign currency risks" below.
An exchange rate agent will handle the conversion of a specified currency
into U.S. dollars or U.S. dollars into a specified currency, as the case may
be, if the applicable pricing supplement provides that
. We will make payments of principal of and interest on a non-U.S. dollar
denominated note in U.S. dollars or
. We will make payments of principal of and interest on a U.S. dollar
denominated note in a specified currency other than U.S. dollars.
Holders of the notes will bear the costs of such conversion through
deductions from such payments. Any agent may act, from time to time, as the
exchange rate agent. Unless we indicate otherwise in the applicable pricing
supplement, the exchange rate agent will be .
When we refer to "U.S. dollars," "U.S. $" or "$" in this prospectus
supplement we mean the currency of the United States of America.
Foreign currency risks
This prospectus supplement, the accompanying prospectus and any pricing
supplement do not describe all the risks of an investment in notes denominated
in, or the payment of which is related to the value of, a foreign currency. We
disclaim any responsibility to advise prospective purchasers of those risks as
they exist at the date of this prospectus supplement or as those risks may
change in the future. You should consult your own financial and legal advisors
as to such risks. Foreign currency notes are not an appropriate investment for
investors who are unsophisticated with respect to foreign currency transactions
and exchange rate fluctuations.
Exchange rates and exchange controls
Any investment in notes that are denominated in, or the payment of which is
related to the value of, a specified currency other than U.S. dollars entails
significant risks that are not associated with a similar investment in a
security denominated in U.S. dollars. Such risks include, without limitation,
the possibility of significant changes in rates of exchange between the U.S.
dollar and the various foreign currencies and the possibility of the imposition
or modification of exchange controls by either the U.S. or a foreign
government. Such risks generally depend on economic and political events over
which we and you have no control. In recent years, rates of exchange between
U.S. dollars and some foreign currencies have been highly volatile and such
volatility may be expected to continue or accelerate in the future.
Fluctuations in any particular exchange rate that have occurred in the past are
not necessarily indicative, however, of fluctuations in such rate that may
occur during the term of any note. Depreciation against the U.S. dollar of the
currency in which a note is payable would result in a decrease in the effective
yield of such note below its coupon rate and, in certain circumstances, could
result in a negative yield or loss to the investor on a U.S. dollar basis. In
addition, depending on the specific terms of a currency linked note, changes in
exchange rates relating to any of the
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currencies involved may result in a decrease in its effective yield and, in
certain circumstances, could result in a loss of all or a substantial portion
of the principal of a note to the investor.
The information set forth in this prospectus supplement is directed to
prospective purchasers who are United States residents, and we disclaim any
responsibility to advise prospective purchasers who are residents of countries
other than the United States with respect to any matters that may affect the
purchase, holding or receipt of payments of principal and interest on the
notes. Such persons should consult their own counsel with regard to such
matters.
Governments have imposed from time to time, and may in the future impose,
exchange controls which could affect exchange rates as well as the availability
of a specified foreign currency at the time of payment of principal or interest
on a note. Even if there are no actual exchange controls, it is possible that
the specified currency for any particular note not denominated in U.S. dollars
would not be available when payments on such note are due. In that event, we
would make required payments in U.S. dollars.
With respect to any note denominated in, or the payment of which is related
to the value of, a foreign currency or currency unit, the applicable pricing
supplement will include information with respect to applicable currency
exchange controls, if any, and historic exchange rate information on such
currency or currency unit. That information is furnished as a matter of
information only and should not be regarded as indicative of the range of or
trends in fluctuations in currency exchange rates that may occur in the future.
Governing Law and judgments
The notes will be governed by and construed in accordance with the laws of
the State of New York. In the event an action based on notes denominated in a
specified currency other than U.S. dollars were commenced in a court in the
United States, it is likely that such court would grant judgment relating to
the notes only in U.S. dollars.
United States Federal income tax consequences
Bryan Cave LLP has advised us that the following discussion as to legal
matters is its opinion as to the material United States federal income tax
consequences of ownership and disposition of the notes to initial holders
purchasing notes at the "issue price" (as defined below). This opinion is based
on the Internal Revenue Code of 1986, as amended to the date hereof, which is
referred to as the Code, administrative pronouncements, judicial decisions and
existing and proposed Treasury regulations, including regulations concerning
the treatment of debt instruments issued with original issue discount ("OID"
and the "OID regulations"), changes to any of which subsequent to the date of
this Prospectus Supplement may affect the tax consequences described herein. We
undertake no obligation to update this tax discussion in the future. This
discussion applies only to notes held as capital assets, within the meaning of
section 1221 of the Code. It does not discuss all of the tax consequences that
may be relevant to a holder in light of his particular circumstances or to
holders subject to special rules, such as certain financial institutions,
insurance companies, dealers in securities or foreign currencies, persons
holding notes as a hedge against, or which are hedged against, currency risks,
or holders whose functional currency (as defined in section 985 of the Code) is
not the United States dollar. Finally, this discussion assumes that the rules
applicable to "applicable high yield discount obligations" under section 163(i)
of the Code will not apply to the notes. Persons considering the purchase of
notes should consult their tax advisors with regard to the application of the
United States federal income tax laws to their particular situations as well as
any tax consequences arising under the laws of any state, local or foreign
taxing jurisdiction.
As used herein, a United States holder is a beneficial owner of a note that
is for United States federal income tax purposes:
(a) a citizen or resident of the United States,
(b) a corporation, partnership, or other entity created or organized in
or under the laws of the United States or of any political
subdivision thereof,
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(c) an estate the income of which is subject to United States federal
income taxation regardless of its source, or
(d) a trust, if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or
more United States persons has the authority to control all
substantial decisions of the trust.
United States holders
Payments of interest
Qualified stated interest paid on a note generally are taxable to a United
States holder as ordinary interest income at the time it accrues or is
received, depending on the United States holder's method of accounting for
United States federal income tax purposes. Under the OID regulations, for
accrual basis and other electing taxpayers, all payments of interest on a note
that matures one year or less from its date of issuance are included in the
stated redemption price at maturity of the notes and are taxed in the manner
described below under "Original Issue Discount." Special rules governing the
treatment of interest paid with respect to discount notes, including certain
floating rate notes, foreign currency notes, and notes providing for payments
of principal or interest linked to currency indices or other factors, are
discussed below.
Original Issue Discount
In general. A note that is issued for an amount less than its stated
redemption price at maturity generally are considered to have been issued at an
original issue discount for United States federal income tax purposes (a
"discount note"). The "issue price" of a note will equal the first price to the
public (not including bond houses, brokers or similar persons or organizations
acting in the capacity of underwriters, placement agents or wholesalers) at
which a substantial amount of the notes is sold. The "adjusted issue price" of
a note at the beginning of any accrual period is the issue price of the note
increased by the amount of accrued OID for each prior accrual period and
decreased by the amount of any payments previously made on the note that were
not qualified stated interest payments, as defined below. The "stated
redemption price at maturity" of a note will equal the sum of all payments
required under the note other than payments of "qualified stated interest." The
"qualified stated interest" is stated interest unconditionally payable as a
series of payments in cash or property (other than debt instruments of the
issuer) at least annually during the entire term of the note. If the difference
between a note's stated redemption price at maturity and its issue price is
less than a de minimis amount, i.e., 1/4 of 1 percent of the stated redemption
price at maturity multiplied by the number of complete years to maturity, then
the note will not be considered to have OID. United States holders of notes
with a de minimis amount of OID generally will include such OID in income as
capital gain on a pro rata basis as principal payments are made on the notes.
A United States holder of notes issued with OID is required to include any
qualified stated interest payments in income in accordance with the United
States holder's method of accounting for United States federal income tax
purposes. United States holders of notes that mature more than one year from
their date of issuance are required to include OID in income for United States
federal income tax purposes as it accrues, regardless of such United States
holder's method of accounting. The amount of OID included in the income of
the United States holder is determined using a constant yield method based on a
compounding of interest, which may precede the receipt of cash payments
attributable to such income. The amount of OID that accrues in an accrual
period is an amount equal to the excess, if any, of (1) the product of the
note's adjusted issue price at the beginning of such accrual period and its
yield to maturity (determined on the basis of compounding at the end of each
accrual period and appropriately adjusted to take into account the length of
the particular accrual period), over (2) the sum of the qualified stated
interest payments, if any, allocable to the accrual period. Under this method,
United States holders of discount notes generally are required to include in
income increasingly greater amounts of OID in successive accrual periods.
Under the OID regulations, a note that matures one year or less from its
date of issuance is treated as a "short-term" discount note. Generally, a cash
method United States holder of a short-term discount note is not
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required to accrue OID for United States federal income tax purposes unless the
United States holder elects to do so. United States holders who make such an
election, United States holders who report income for United States federal
income tax purposes on the accrual method, and certain other United States
holders, including banks and dealers in securities, are required to include OID
in income on such short-term discount notes as it accrues on a straight-line
basis, unless an election is made to accrue OID according to a constant yield
method based on daily compounding. In the case of a United States holder who is
not required and who does not elect to include OID in income currently, any
gain realized on the sale, exchange or retirement of the short-term discount
notes is ordinary income to the extent of OID accrued on a straight-line basis
(or, if elected, according to a constant yield method based on daily
compounding) through the date of sale, exchange or retirement. In addition,
such United States holders must defer interest deductions for debt incurred to
purchase or carry short-term discount notes in an amount not exceeding the
deferred interest income, until such deferred interest income is recognized.
The OID regulations contain aggregation rules stating that in certain
circumstances if more than one type of note is issued as part of the same
issuance of securities to a single United Sates holder, some or all of such
notes may be treated together as a single debt instrument with a single issue
price, maturity date, yield to maturity and stated redemption price at maturity
for purposes of calculating and accruing any OID. Unless otherwise provided in
the applicable pricing supplement, we do not expect to treat any of the notes
as being subject to the aggregation rules for purposes of computing OID.
Floating rate notes. Under the OID regulations, floating rate notes are
subject to special rules whereby a floating rate note will qualify as a
"variable rate debt instrument" if:
(a) its issue price does not exceed the total noncontingent principal
payments due under the floating rate note by more than a specified
de minimis amount;
(b) it provides for stated interest, paid or compounded at least
annually, at current values of:
(1) one or more qualified floating rates,
(2) a single fixed rate and one or more qualified floating
rates,
(3) a single objective rate, or
(4) a single fixed rate and a single objective rate that is a
qualified inverse floating rate;
(c) it provides that a qualified floating rate or objective rate in
effect at any time is set at the current value of that rate; and
(d) except as provided under (a) above, it does not provide for any
contingent principal payments.
A "qualified floating rate" is any variable rate where variations in the
value of such rate can reasonably be expected to measure contemporaneous
variations in the cost of newly borrowed funds in the currency in which the
floating rate note is denominated. Although a multiple of a qualified floating
rate generally will not itself constitute a qualified floating rate, a variable
rate equal to the product of a qualified floating rate and a fixed multiple
that is greater than .65 but not more than 1.35 will constitute a qualified
floating rate. A variable rate equal to the product of a qualified floating
rate and a fixed multiple that is greater than .65 but not more
than 1.35, increased or decreased by a fixed rate, will also constitute a
qualified floating rate. In addition, under the OID regulations, two or more
qualified floating rates that can reasonably be expected to have approximately
the same values throughout the term of the floating rate note (e.g., two or
more qualified floating rates with values within 25 basis points of each other
as determined on the floating rate note's issue date) are treated as a single
qualified floating rate. A rate is not a "qualified floating rate," however, if
the rate is subject to certain restrictions (including caps, floors, governors,
or other similar restrictions) unless such restrictions are fixed throughout
the term of the floating rate note or are not reasonably expected to
significantly affect the yield on the floating rate note.
An "objective rate" (within the meaning of section 1093(d)(1) of the Code)
is a rate that is not itself a qualified floating rate but that is determined
using a single fixed formula and that is based upon objective
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financial or economic information. For example, an objective rate generally
includes a rate that is based on one or more qualified floating rates or on the
yield of actively traded personal property (within the meaning of section
1092(d)(1) of the Code). An objective rate, however, does not include a rate
based on information that is within the control of the issuer or a related
party, or that is unique to the circumstances of the issuer or a related party.
The OID regulations also provide that other variable interest rates may be
treated as objective rates if so designated by the Internal Revenue Service
("IRS") in the future. Despite the foregoing, a variable rate of interest on a
floating rate note will not constitute an objective rate if it is reasonably
expected that the average value of such rate during the first half of the
floating rate note's term will be either significantly less than or
significantly greater than the average value of the rate during the final half
of the floating rate note's term. A "qualified inverse floating rate" is any
objective rate where such rate is equal to a fixed rate minus a qualified
floating rate as long as variations in the rate can reasonably be expected to
inversely reflect contemporaneous variations in the cost of newly borrowed
funds.
The OID regulations also provide that if a floating rate note provides for
stated interest at a fixed rate for an initial period of less than one year
followed by a variable rate that is either a qualified floating rate or an
objective rate and if the variable rate on the floating rate note's issue date
is intended to approximate the fixed rate (e.g., the value of the variable rate
on the issue date does not differ from the value of the fixed rate by more than
25 basis points), then the fixed rate and the variable rate together will
constitute either a single qualified floating rate or objective rate, as the
case may be.
If a floating rate note that provides for stated interest as either a single
qualified floating rate or a single objective rate throughout its term
qualifies as a "variable rate debt instrument" under the OID regulations, then
any stated interest on such note that is unconditionally payable in cash or
property (other than debt instruments of the issuer) at least annually will
constitute qualified stated interest and will be taxed accordingly. Thus, a
floating rate note that provides for stated interest at either a single
qualified floating rate or a single objective rate throughout its term and that
qualifies as a "variable rate debt instrument" under the OID regulations
generally will not be treated as having been issued with OID, unless the
floating rate note is issued at a "true" discount (i.e., at a price below the
note's stated principal amount) in excess of a specified de minimis amount. OID
on such a floating rate note arising from a true discount is allocated to an
accrual period using the constant yield method described above by assuming that
the variable rate is a fixed rate equal to (1) in the case of a qualified
floating rate or qualified inverse floating rate, the value, as of the issue
date, of the qualified floating rate or qualified inverse floating rate, or (2)
in the case of an objective rate (other than a qualified inverse floating
rate), a fixed rate that reflects the yield that is reasonably expected for the
floating rate note. Moreover, the amount of qualified stated interest allocable
to an accrual period will be increased (or decreased) if the interest actually
paid during an accrual period exceeds (or is less than) the interest assumed to
be paid during the accrual period as determined under the rules described under
this paragraph.
In general, any other floating rate note that qualifies as a "variable rate
debt instrument" (i.e., one that provides for interest other than qualified
stated interest) is converted into an "equivalent" fixed rate debt instrument
for purposes of determining the amount and accrual of OID and qualified stated
interest on the floating rate note. The OID regulations generally require that
such a floating rate note be converted into an
"equivalent" fixed rate debt instrument by substituting any qualified floating
rate or qualified inverse floating rate provided for under the terms of the
floating rate note with a fixed rate equal to the value of the qualified
floating rate or qualified inverse floating rate, as the case may be, as of the
floating rate note's issue date. Any objective rate (other than a qualified
inverse floating rate) provided for under the terms of the floating rate note
is converted into a fixed rate that reflects the yield that is reasonably
expected for the floating rate note. In the case of a floating rate note that
qualifies as a "variable rate debt instrument" and provides for stated interest
at a fixed rate in addition to either one or more qualified floating rates or a
qualified inverse floating rate, the fixed rate initially is converted into a
qualified floating rate (or a qualified inverse floating rate, if the floating
rate note provides for a qualified inverse floating rate). Under such
circumstances, the qualified floating rate or qualified inverse floating rate
that replaces the fixed rate must be such that the fair market value of the
floating rate note as of its issue date is approximately the same as the fair
market value of an otherwise identical debt
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instrument that provides for either the qualified floating rate or qualified
inverse floating rate rather than the fixed rate. Subsequent to converting the
fixed rate into either a qualified floating rate or a qualified inverse
floating rate, the floating rate note then is converted into an "equivalent"
fixed rate debt instrument in the manner described above.
Once the floating rate note is converted into an "equivalent" fixed rate
debt instrument pursuant to the foregoing rules, the amount of OID and
qualified stated interest, if any, are determined for the "equivalent" fixed
rate debt instrument by applying the general OID rules to the "equivalent"
fixed rate debt instrument, and a United States holder of the floating rate
note will account for such OID and qualified stated interest as if the United
States holder held the "equivalent" fixed rate debt instrument. For each
accrual period, appropriate adjustments are made to the amount of qualified
stated interest or OID assumed to have been accrued or paid with respect to the
"equivalent" fixed rate debt instrument in the event that such amounts differ
from the actual amount of interest accrued or paid on the floating rate note
during the accrual period.
If a floating rate note does not qualify as a "variable rate debt
instrument" under the OID regulations, then the floating rate note is treated
as a contingent payment debt instrument. Generally, if a floating rate note is
treated as a contingent payment debt instrument, interest payments thereon are
treated as "contingent interest" payments. Under the OID regulations, any
contingent interest on a floating rate note is includible in income in a
taxable year whether or not the amount of any payment is fixed or determinable
in that year. The amount of interest included in income in any particular
accrual period is determined by estimating a projected payment schedule for the
floating rate note and applying daily accrual rules similar to those for
accruing OID on notes issued with OID (as discussed above). If the actual
amount of contingent interest payments is not equal to the projected amount, an
adjustment to income at the time of the payment must be made to reflect the
difference. We will provide notice in the applicable pricing supplement that a
particular note will be treated as a contingent payment debt instrument and
will describe its proper United States federal income tax treatment.
Optional redemption. Notes issued with OID permitting redemption prior to
maturity in certain circumstances may be subject to rules that differ from the
general rules discussed above. Purchasers of such discount notes should examine
carefully the applicable pricing supplement and should consult their tax
advisors with respect to such a feature since the tax consequences with respect
to OID will depend, in part, on the particular terms and the particular
features of the purchased note.
Sale, exchange, retirement or disposition of the notes
Upon the sale, exchange, retirement or other disposition of a note, a United
States holder will recognize taxable gain or loss equal to the difference
between the amount realized on the sale, exchange or retirement and such United
States holder's adjusted tax basis in the note. For these purposes, the amount
realized does not include any amount attributable to accrued interest on the
note. Amounts attributable to accrued interest are treated as interest as
described under "--Payments of interest" above, in accordance with the United
States holder's method of accounting for United States federal income tax
purposes as described therein. A United
States holder's adjusted tax basis in a note will equal the cost of the note to
such United States holder, increased by the amount of any OID (including any de
minimus OID) previously included in income by the United States holder with
respect to such note and reduced by any amortized premium and any principal
payments received by the United States holder and, in the case of a discount
note, by the amounts of any other payments that do not constitute qualified
stated interest (as defined above).
Subject to the discussion under "--Foreign currency notes" below, gain or
loss realized on the sale, exchange, retirement or other disposition of a note
generally will be capital gain or loss except to the extent that gain
represents accrued market or acquisition discount not previously included in
the United States holder's taxable income (see "--Original Issue Discount"
above) and will be long-term capital gain or loss if the note has been held for
more than one year at the time of such sale, exchange, retirement or other
disposition. Prospective purchasers of notes should consult their tax advisors
concerning the tax consequences of a sale, exchange, retirement or other
disposition of a note.
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Amortizable bond premium
If a United States holder purchases a note for an amount that is greater
than the amount payable at maturity, such United States holder is considered to
have purchased such note with "amortizable bond premium" equal in amount to
such excess and may elect (in accordance with applicable Code provisions) to
amortize such premium, using a constant yield method, over the term of the note
(where such note is not optionally redeemable prior to its maturity date). If
such note may be optionally redeemed prior to maturity, the amount of
amortizable bond premium is determined by the amount payable on maturity or, if
it results in a smaller premium attributable to the period of earlier
redemption date, by the amount payable on the earlier redemption date. A United
States holder who elects to amortize bond premium must reduce his tax basis in
the note by the amount of the premium amortized in any year. An election to
amortize bond premium applies to all taxable debt obligations then owned and
thereafter acquired by the taxpayer and may be revoked only with the consent of
the IRS.
Foreign currency notes
The following summary relates to notes that are denominated in a currency or
currency unit other than the U.S. dollar, which we referred to as foreign
currency notes.
A United States holder who uses the cash method of accounting for tax
purposes and who receives a payment of qualified stated interest (including any
portion of sales proceeds received with respect to accrued interest) in a
foreign currency with respect to a foreign currency note must include in income
the U.S. dollar value of the foreign currency payment (determined on the date
such payment is received) regardless of whether the payment is in fact
converted to U.S. dollars at that time, and such U.S. dollar value is the
United States holder's tax basis in the foreign currency. For IRS reporting
purposes, we generally will determine such U.S. dollar value as of the date
such payment is made. A cash method United States holder who receives such a
payment in U.S. dollars pursuant to an option available under such note must
include the amount of such payment in income upon receipt.
In the case of accrual method United States holders and all United States
holders of discount notes, such United States holders must include in income
the U.S. dollar value of the amount of interest income (including OID) that has
accrued and otherwise must be taken into account with respect to a foreign
currency note during an accrual period. The U.S. dollar value of such accrued
income is determined by translating such income at the average rate of exchange
for the accrual period or, with respect to an accrual period that spans two
taxable years, at the average rate for the partial period within the taxable
year. Such United States holder will realize ordinary income or loss, if any,
with respect to the foreign currency payment of such accrued interest
(including any portion of sales proceeds received with respect to accrued
interest) on the date such income actually is received. The amount of ordinary
income or loss recognized will equal the difference between the U.S. dollar
value of the foreign currency payment when received (or, where a United States
holder receives
U.S. dollars, the amount of such payment received) and the U.S. dollar value of
interest income that has accrued during the accrual period for which the
payment is received (as determined above). A United States holder may elect,
regardless of its general accounting method, to translate interest income
(including OID) into U.S. dollars at the spot rate on the last day of the
interest accrual period (or, in the case of an accrual period spanning two
taxable years, the spot rate on the last date of the taxable year) or, if the
date of receipt is within five business days of the last day of the interest
accrual period, the spot rate on the date of receipt. A United States holder
that makes such an election must apply it consistently to all debt instruments
from year to year and cannot change the election without the consent of the
IRS.
OID and amortizable bond premium on a foreign currency note are to be
determined in the relevant foreign currency.
If a note was issued with amortizable bond premium and a United States
holder elected to amortize such premium under section 171 of the Code,
amortizable bond premium taken into account on a current basis shall
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reduce interest income in units of the relevant foreign currency. Exchange gain
or loss is realized on such amortized bond premium with respect to any period
by treating the bond premium amortized in such period as a return of principal.
Any amount not taken into account upon a redemption prior to maturity may be
deducted as a market loss. Any loss realized on the sale, redemption, exchange,
retirement or other taxable disposition of a foreign currency note with
amortizable bond premium by a United States holder who has not elected to
amortize such premium under section 171 of the Code is a capital loss to the
extent of such bond premium.
A United States holder's tax basis in a foreign currency note is the U.S.
dollar value of the foreign currency amount paid for such foreign currency note
determined on the date of purchase. In the event of any subsequent adjustment
to such United States holder's basis, the amount of the adjustment will be the
U.S. dollar value of the foreign currency amount of the adjustment determined
on the date of the adjustment. A United States holder who purchases a foreign
currency note with previously owned foreign currency will recognize ordinary
income or loss in an amount equal to the difference, if any, between such
United States holder's tax basis in the foreign currency and the U.S. dollar
fair market value of the foreign currency note on date of purchase.
Gain or loss realized upon the sale, exchange, retirement or other taxable
disposition of a foreign currency note that is attributable to fluctuations in
currency exchange rates is ordinary income or loss, which will not be treated
as interest income or expense, except to the extent provided in IRS
administrative pronouncements. Gain or loss attributable to fluctuations in
exchange rates will equal the difference between (1) the U.S. dollar value of
the foreign currency principal amount of such note, and any payment with
respect to accrued interest, determined on the date such payment is received or
such note is disposed of, and (2) the U.S. dollar value of the foreign currency
principal amount of such note, determined on the date such United States holder
acquired such note, and the U.S. dollar value of the accrued interest,
determined by translating such interest at the average exchange rate for the
accrual period. Such foreign currency gain or loss is realized only to the
extent of the total gain or loss realized by a United States holder on the
sale, exchange, retirement or other taxable disposition of the foreign currency
note. The source of such foreign currency gain or loss is determined by
reference to the residence of the United States holder or the "qualified
business unit" of the United States holder on whose books the note is properly
reflected. Any gain or loss realized by such a United States holder in excess
of such foreign currency gain or loss generally is capital gain or loss except,
in the case of gain on a short-term discount note, to the extent of any OID not
previously included in the United States holder's income, which is ordinary
income.
A United States holder has a tax basis in any foreign currency received on
the sale, exchange, retirement or other taxable disposition of a foreign
currency note equal to the U.S. dollar value of such foreign currency,
determined at the time of such sale, exchange, retirement or other taxable
disposition. Any gain or loss realized by a United States holder on a sale or
other disposition of foreign currency (including its exchange for U.S. dollars
or its use to purchase foreign currency notes) is ordinary income or loss.
Indexed notes
The applicable pricing supplement will contain a discussion of any special
United States federal income tax rules with respect to currency indexed notes
or other indexed notes.
Information reporting and backup withholding
Information reporting and backup withholding may apply to payments of
principal, premium, if any, interest or the proceeds from the sale or other
disposition of the notes with respect to certain non-corporate United States
holders. These United States holders generally are subject to backup
withholding at a rate of 31% if:
(a) the United States holder fails to provide its TIN to the payor or
to establish an exemption from backup withholding;
(b) the IRS notifies the payor that the taxpayer identification number
("TIN") provided by the United States holder is incorrect;
S-26
<PAGE>
(c) the IRS notifies the payor that the United States holder has failed
to report properly interest or OID and to respond to notices to
that effect; or
(d) the United States holder fails to certify, under penalty of
perjury, that the United States holder is not subject to backup
withholding.
Non-United States holders
Payments of interest
Subject to the discussion of backup withholding below, payments of
principal, premium, if any, and interest, including OID, to any holder of a
note that is not a United States holder (a "non-United States holder") will not
be subject to United States federal withholding tax, provided, in the case of
interest or accrued OID, that the non-United States holder:
(a) does not actually or constructively own 10% or more of the total
combined voting power of all classes of our stock entitled to vote;
(b) is not a controlled foreign corporation for United States tax
purposes that is related to us (directly or indirectly) through
stock ownership;
(c) is not a bank that acquired the notes in consideration for an
extension of credit made pursuant to a loan agreement entered into
in the ordinary course of business; and
(d) either (1) provides a IRS Form W-8 (or IRS Form W-8BEN or successor
form) signed under penalty of perjury that includes the non-United
States holder's name and address and certifies that he is not a
United States person; or (2) has a securities clearing
organization, bank or other financial institution holding
customers' securities in the ordinary course of its trade or
business certify under penalty of perjury that a IRS Form W-8 (or
IRS Form W-8BEN or successor form) has been received from the non-
United States holder and provides us with a copy.
A non-United States holder that does not qualify for exemption from
withholding under the preceding paragraph generally is subject to United States
federal withholding tax at the rate of 30% (or lower applicable treaty rate) of
payments of interest, including OID, on the notes.
Treasury regulations that become effective January 1, 2001, provide
alternative methods for satisfying the certification requirement described
above. These Treasury regulations also will require, in the case of notes held
by a foreign partnership, that (1) the certification described above be
provided by the partners rather than the foreign partnership (unless the
foreign partnership agrees to become a "withholding foreign partnership") and
(2) the partnership provides certain information, including a United States
TIN. A look-through rule will apply in the case of tiered partnerships.
If a non-United States holder is engaged in a trade or business in the
United States and interest, including OID, on the note is effectively connected
with the conduct of such trade or business, the non-United States holder,
although exempt from the withholding tax discussed above, may be subject to
United States federal income tax on such interest in the same manner as if it
were a United States holder. See "United States holders--Information reporting
and backup withholding". In addition, a corporate non-United States holder may
be subject to a branch profits tax equal to 30% (or lower applicable treaty
rate) of its effectively connected earnings and profits for the taxable year,
subject to certain adjustments. For purposes of the branch profits tax,
interest on a note is included in the earnings and profits of the corporate
non-United States holder if such interest is effectively connected with the
conduct by the holder of a trade or business in the United States. Even though
the interest is subject to income tax, and may be subject to branch profits
tax, it is exempt from withholding tax, if the non-United States holder
provides the payor with a properly executed IRS Form 4224 (or successor form).
S-27
<PAGE>
Sale, exchange, retirement or disposition of the notes
Any gain realized on the sale, exchange, retirement or other disposition of
a note by a non-United States holder will not be subject to United States
federal income or withholding taxes unless:
(a) in the case of an individual, the non-United States holder is
present in the United States for 183 days or more in the taxable
year of the sale, exchange, retirement or other disposition, and
certain other conditions are met;
(b) such gain is effectively connected with the conduct by a non-United
States holder of a trade or business within the United States and,
if certain tax treaties apply, is attributable to a United States
permanent establishment maintained by the non-United States holder;
or
(c) the non-United States holder is subject to Code provisions
applicable to certain United States expatriates.
Death of a non-United States holder
Notes held by an individual who is a non-United States holder at the time of
the individual's death will not be subject to United States federal estate tax,
if, at the time of death, the non-United States holder does not own, actually
or constructively, 10% or more of the total combined voting power of all
classes of our stock entitled to vote, and provided that, at the time of death,
payments with respect to such notes would not have been effectively connected
with the conduct by such non-United States holder of a trade or business within
the United States.
Information reporting and backup withholding
United States information reporting requirements and backup withholding tax
will not apply to payments on a note to a non-United States holder if the
statement described in "non-United States holder--Payments of interest" is duly
provided by such non-United States holder if the payor does not have actual
knowledge that such holder is a United States person.
Information reporting requirements and backup withholding requirements will
not apply to any payment of the proceeds received on the sale of a note that is
effected outside the United States by a foreign office of a "broker" (as
defined in applicable Treasury regulations), unless such broker is:
(a) a United States person;
(b) a foreign person that derives 50% or more of its gross income for
certain periods from activities that are effectively connected with
the conduct of a trade or business in the United States;
(c) a controlled foreign corporation for United States federal income
tax purposes; or
(d) (after December 31, 2000) a foreign partnership more than 50% of
the capital or profits of which is owned by one or more United
States persons or which engages in a United States trade or
business.
Payment of the proceeds of any such sale effected outside the United States
by a foreign office of any broker that is described in (a), (b), (c), or (d) of
the preceding sentence are not subject to backup withholding tax but are
subject to information reporting requirements, unless such broker has
documentary evidence in its records that the beneficial owner is a non-United
States holder and certain other conditions are met, or the beneficial owner
otherwise establishes as exemption. Payment of the proceeds of any such sale to
or through a United States office of a broker is subject to both information
reporting and backup withholding requirements, unless the beneficial owner of
the notes provides the statement described in "non-United States holder--
Payments of interest" or otherwise establishes an exemption.
THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF UNITED STATES FEDERAL
INCOME TAXATION THAT MAY BE RELEVANT TO A HOLDER OF NOTES,
S-28
<PAGE>
IN LIGHT OF A HOLDER'S PARTICULAR CIRCUMSTANCES AND INCOME TAX SITUATION.
PROSPECTIVE HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC
TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF NOTES,
INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER TAX
LAWS.
Supplemental plan of distribution
Under the terms of a distribution agreement, we will offer the notes on a
continuing basis through Bear, Stearns & Co. Inc., Goldman, Sachs & Co. and
Chase Securities Inc. as our agents. Each of these agents has agreed to use
reasonable efforts to solicit offers to purchase notes. Unless the applicable
pricing supplement indicates otherwise, we will pay a commission to the agents.
We will have the sole right to accept offers to purchase notes and may reject
any offer, in whole or in part. Each agent will have the right, in its
discretion reasonably exercised, without notice to us, to reject any offer to
purchase notes received by it, in whole or in part.
We also may sell notes at or above par to any agent, acting as principal,
for the commission set forth on the cover page of this prospectus supplement.
The notes may be resold at market prices prevailing at the time of resale, at
prices related to those prevailing market prices, at a fixed offering price or
at negotiated prices, as determined by that agent. We also may sell notes at or
above par to any agent or underwriter. We may do this for a commission to be
agreed at the time of sale, for resale to one or more investors or purchasers
at a fixed offering price or at varying prices prevailing at the time of
resale, at prices related to those prevailing market prices at the time of the
resale or at negotiated prices. Notes purchased by an agent or by a group of
underwriters may be resold to certain securities dealers for resale to
investors or to certain other dealers. Dealers may receive compensation in the
form of commissions from the agents and/or from the purchasers for whom they
may act as agents. Unless the applicable pricing supplement specifies
otherwise, any compensation allowed by any agent to any of these dealers will
not exceed the commission that we pay to the agent. After the initial public
offering of notes to be resold to investors and other purchasers on a fixed
public offering price basis, the public offering price and commission may be
changed.
We may sell notes directly on our own behalf or we may accept or solicit
offers to purchase notes through additional agents on substantially the same
terms and conditions, including commission rates, as would apply to purchases
of notes under the distribution agreement. In addition, we may appoint
additional agents for the purpose of soliciting offers to purchase notes. Those
additional agents will be named in the applicable pricing supplement. No
commission will be payable on any notes we sell directly.
Unless otherwise specified in the pricing supplement, we will pay each agent
a commission of .125% to .750% of the principal amount of each note, depending
on its stated maturity, sold through that agent.
The following table summarizes the compensation to be paid to the agents by
us.
<TABLE>
<CAPTION>
Total
-------------------------------
Per note Minimum Maximum
----------- -------- ----------
<S> <C> <C> <C>
Commissions paid by Leggett & Platt..... .125%-.750% $625,000 $3,750,000
</TABLE>
We estimate that we will incur expenses of $503,500 in connection with this
program.
The agents and any dealers to whom the agents may sell notes may be deemed
to be "underwriters" within the meaning of the Securities Act of 1933. We have
agreed to indemnify the agents against certain liabilities, including civil
liabilities under the Securities Act of 1933, or contribute to payments which
the agents may be required to make in this regard. We have agreed to reimburse
the agents for certain expenses.
S-29
<PAGE>
Unless the applicable pricing supplement indicates otherwise, you must pay
for notes, other than foreign currency notes in funds immediately available in
New York City. For payment of the purchase price of foreign currency notes, see
"Description of the notes--Special provisions relating to foreign currency
notes" above.
The notes are a new issue of securities with no established trading market
and will not be listed on any securities exchange. We cannot assure you as to
the existence or liquidity of the secondary market for the notes.
The agents may engage in over-allotment, stabilizing transactions and
syndicate covering transactions and may impose penalty bids as permitted by
Regulation M under the Exchange Act. Over-allotment involves syndicate sales in
excess of the offering size, which creates a syndicate short position.
Stabilizing transactions permit bids to purchase the underlying security so
long as the stabilizing bids do not exceed a specified maximum. Syndicate
covering transactions involve purchases of the notes in the open market after
the distribution has been completed in order to cover syndicate short
positions. Penalty bids permit the agents to reclaim a selling concession from
a syndicate member when the notes originally sold by that syndicate member are
purchased in a syndicate covering transaction to cover syndicate short
positions. These stabilizing transactions, syndicate covering transactions and
penalty bids may cause the price of the notes to be higher than it would
otherwise be in the absence of the transactions. These transactions, if
commenced, may be discontinued at any time.
In the ordinary course of their respective businesses, the agents and their
affiliates have engaged, and may in the future engage, in commercial banking
and/or investment banking transactions with us and our affiliates.
S-30
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities, and it is not soliciting an offer to buy +
+these securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED NOVEMBER 5, 1999
PROSPECTUS
Leggett & Platt, Incorporated
$500,000,000
Debt Securities
-----------
This prospectus describes debt securities which we may issue and sell at
various times:
. The debt securities may be debentures, notes (including notes commonly
known as medium-term notes) or other unsecured evidences of indebtedness
of Leggett & Platt.
. We may issue the debt securities in one or several series.
. The total principal amount of debt securities to be issued under this
prospectus will not be more than $500,000,000 (or the equivalent amount in
other currencies).
. The terms of each series of debt securities (interest rates, maturity,
redemption provisions and other terms) will be determined at the time of
sale, and will be specified in a prospectus supplement which will be
delivered together with this prospectus at the time of sale.
We may sell debt securities to or through underwriters, dealers or agents. We
may also sell debt securities directly to investors. More information about the
way we will distribute the debt securities is under the heading "Plan of
distribution." Information about the underwriters or agents who will
participate in any particular sale of debt securities will be in the prospectus
supplement relating to that series of debt securities.
Unless we state otherwise in a prospectus supplement, we will not list any of
the debt securities on any securities exchange.
-----------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
This prospectus is dated November 5, 1999
<PAGE>
Securities
The notes we may offer
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, which we refer to as the "SEC" utilizing a
"shelf" registration process. Under this shelf process, we may offer from time
to time up to $500,000,000 of debt securities. This prospectus provides you
with a general description of the securities we may offer. Each time we offer
securities, we will provide you with a prospectus supplement that will describe
the specific amounts, prices and terms of the securities being offered. The
prospectus supplement may also add, update or change information contained in
this prospectus.
Prospectus
<TABLE>
<CAPTION>
Page
----
<S> <C>
Leggett & Platt, Incorporated............................................. 3
Cautionary statement regarding forward-looking statements................. 3
Ratio of earnings to fixed charges........................................ 4
Use of proceeds........................................................... 4
Recent developments....................................................... 4
Description of debt securities............................................ 7
Plan of distribution...................................................... 15
Experts................................. ................................. 16
Where you can find more information about Leggett & Platt, Incorporated .. 16
</TABLE>
2
<PAGE>
Leggett & Platt, Incorporated
We manufacture a wide range of engineered products. Our company was
incorporated in 1901 as the successor to a partnership formed in 1883 at
Carthage, Missouri. That partnership was a pioneer in the development of steel
coil bedsprings. Today we serve markets for:
. Residential furnishings--components for bedding, furniture and other
residential furnishings and related consumer products.
. Commercial furnishings--retail store fixtures, displays, storage and
material handling products and systems, and components for office and
institutional furnishings.
. Aluminum products--die castings, custom tooling and dies, machining,
coating and other value added processes and aluminum raw materials.
. Industrial materials--drawn wire, specialty wire products and welded
steel tubing.
. Specialized products--automotive seating suspension, lumbar support and
control cable systems, specialized machinery and manufacturing equipment.
The term "company," unless the context requires otherwise, refers to Leggett
& Platt, Incorporated and its majority owned subsidiaries.
We are a Missouri corporation, with principal executive offices located at
No. 1 Leggett Road, Carthage, Missouri 64836 (Telephone: (417) 358-8131).
Cautionary statement regarding forward-looking statements in our
documents and other information incorporated by reference
Our public reports or statements made by us or our management may contain
"forward-looking" statements concerning possible future events, objectives,
strategies, trends or results. These statements are identified either by the
context in which they appear or by use of words such as "anticipate,"
"believe," "estimate," "expect," or the like.
You are cautioned that any forward-looking statement reflects only our
beliefs or our management's beliefs at the time the statement is made. Because
all forward-looking statements deal with the future, they are subject to risks,
uncertainties and developments which might cause actual events or results to
differ materially from those envisioned or reflected in any forward-looking
statement. Moreover, we do not have and do not undertake any duty to update any
forward-looking statement to reflect events or circumstances after the date on
which the statement was made. For all of these reasons, you should not rely on
forward-looking statements as a prediction of actual future events, objectives,
strategies, trends or results.
We can not identify all of the risks, uncertainties and developments which
may affect our future operations or performance, or which otherwise may cause
actual events or results to differ from forward-looking statements. However,
some of these risks and uncertainties include the following:
. general economic and market conditions and risks, such as the rate of
economic growth in the United States, inflation, government regulation,
interest rates, taxation, and the like;
. risks and uncertainties which could affect industries or markets in which
the Company participates, such as growth rates and opportunities in those
industries, or changes in demand for certain products, etc.;
. factors which could impact costs, including but not limited to the
availability and pricing of raw materials, the availability of labor and
wage rates, and fuel and energy costs; and
. the consequences of the Year 2000 issue.
3
<PAGE>
Ratio of earnings to fixed charges
The following table sets forth the ratio of our earnings to our fixed
charges for the periods indicated:
<TABLE>
<CAPTION>
Six months
ended
June 30, Year ended December 31,
---------- ------------------------
1999 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges......... 10.4 9.6 9.6 7.8 7.0 7.3
---- --- --- --- --- ---
</TABLE>
Earnings consist principally of income from continuing operations before
income taxes, plus fixed charges. Fixed charges consist principally of interest
costs.
Use of proceeds
We will use the net proceeds we receive from the sale of the debt securities
for general corporate purposes, unless we specify another use in the applicable
prospectus supplement. General corporate purposes may include working capital
additions, capital expenditures, stock redemption, debt repayment or financing
for possible acquisitions. Before we use the proceeds for these purposes, we
may invest them in short term investments.
Recent developments
Through October 21, 1999 we have acquired twenty-two businesses which have
added sales of approximately $400 million to our annual volume.
Standard & Poor's announced that we were added to the S&P 500 Index after
the stock market closed on Thursday, October 14, 1999. We are included in the
industry group--Household Furnishings & Appliances.
We reported third quarter earnings on October 21, 1999. Summaries of the
unaudited results of operations for the quarter and nine months ended September
30, 1999 and 1998 are shown below. Segment results for each of these periods
are on the following pages.
<TABLE>
<CAPTION>
Quarter Ended September 30, 1999 1998
--------------------------- ------------ ------------
(All amount in millions,
except per share data)
<S> <C> <C>
Net sales..................................... $ 991.1 $ 884.1
Cost of goods sold............................ 721.2 655.3
------------ ------------
Gross profit.................................. 269.9 228.8
Selling, distribution & administrative
expenses..................................... 128.9 109.9
Other deductions, net of other income......... 6.3 5.4
------------ ------------
Earnings before interest and income taxes..... 134.7 113.5
Interest expense.............................. 11.1 9.9
Interest income............................... .4 .8
------------ ------------
Earnings before income taxes.................. 124.0 104.4
Income taxes.................................. 46.3 39.2
------------ ------------
Net earnings.................................. $ 77.7 $ 65.2
============ ============
Earnings per share
Basic....................................... $ .39 $ .33
Diluted..................................... $ .39 $ .32
Average shares outstanding
Basic....................................... 198.2 198.3
Diluted..................................... 200.9 201.1
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Nine Months Ended September 30, 1999 1998
------------------------------- -------- --------
<S> <C> <C>
Net sales.............................................. $2,813.9 $2,532.7
Cost of goods sold..................................... 2,058.2 1,882.3
-------- --------
Gross profit........................................... 755.7 650.4
Selling, distribution & administrative expenses........ 362.4 313.5
Other deductions, net of other income.................. 20.4 13.7
-------- --------
Earnings before interest and income taxes.............. 372.9 323.2
Interest expense....................................... 30.5 28.7
Interest income........................................ 1.8 3.4
-------- --------
Earnings before income taxes........................... 344.2 297.9
Income taxes........................................... 128.0 111.4
-------- --------
Net earnings........................................... $ 216.2 $ 186.5
======== ========
Earnings per share
Basic................................................ $ 1.09 $ .94
Diluted.............................................. $ 1.08 $ .93
Average shares outstanding
Basic................................................ 198.5 197.9
Diluted.............................................. 201.1 200.6
</TABLE>
Segment Results--third quarter
Residential furnishings--Total sales for the quarter increased 9%, with
acquisition growth of 7%. Earnings before interest and income taxes (EBIT) grew
12.2%, reflecting broadly based improvements in efficiencies on higher
production and acquisitions.
Commercial furnishings--Total sales increased 26.1%, with acquisition growth
of just over 30% more than offsetting lower than expected same location sales
of store fixtures. About $9 million of store fixture sales expected in this
year's third quarter were delayed and shifted to the next two quarters. The
shifting resulted primarily from delayed customer store openings due to limited
availability of construction labor and the recent shifting of building
materials to weather damaged parts of the country. EBIT increased 6.6%,
reflecting the impact of lower volume and temporary labor inefficiencies
partially offset by acquisitions.
Aluminum products--Total sales increased 11.6%, with acquisition growth of
just under 2%. EBIT increased nearly 12-fold, reflecting increased efficiencies
on higher production and more normal cost/price relationships.
Industrial materials--Total sales increased 3.6%, with a slight contribution
from acquisitions. EBIT increased 31.4%, reflecting more normal cost/price
relationships and efficiencies gained on higher production.
Specialized products--Total sales increased 6.7%, with acquisition growth of
just over 10%. EBIT was unchanged, reflecting lower machinery and equipment
volume which carries higher margins.
<TABLE>
<CAPTION>
External Intersegment Total
Quarter Ended September 30, 1999 Sales Sales Sales EBIT
-------------------------------- -------- ------------ -------- ------
(All amounts in millions)
<S> <C> <C> <C> <C>
Residential furnishings.......... $510.2 $ 2.5 $ 512.7 $ 61.5
Commercial furnishings........... 230.4 .7 231.1 38.6
Aluminum products................ 119.1 3.8 122.9 10.7
Industrial materials............. 72.8 50.0 122.8 18.4
Specialized products............. 58.6 9.6 68.2 6.2
Intersegment eliminations........ -- -- -- (.1)
Change in LIFO reserve........... -- -- -- (.6)
------ ----- -------- ------
Totals......................... $991.1 $66.6 $1,057.7 $134.7
====== ===== ======== ======
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
External Intersegment Total
Quarter Ended September 30, 1998 Sales Sales Sales EBIT
-------------------------------- -------- ------------ ------ ------
<S> <C> <C> <C> <C>
Residential furnishings............ $468.8 $ 1.5 $470.3 $ 54.8
Commercial furnishings............. 182.9 .4 183.3 36.2
Aluminum products.................. 105.9 4.2 110.1 .9
Industrial materials............... 75.8 42.7 118.5 14.0
Specialized products............... 50.7 13.2 63.9 6.2
Intersegment eliminations.......... -- -- -- (.4)
Change in LIFO reserve............. -- -- -- 1.8
------ ----- ------ ------
Totals........................... $884.1 $62.0 $946.1 $113.5
====== ===== ====== ======
</TABLE>
Segment Results--first nine months
Residential furnishings--Total sales increased 9.6%, with acquisition growth
of about 6%. EBIT grew 10.7%, reflecting broadly based improvements in
efficiencies on higher production and acquisitions.
Commercial furnishings--Total sales increased 20.5%, with acquisition growth
of approximately 18%. EBIT increased 11.7%, as the benefits of acquisitions and
higher volume in the first half of 1999 were partially offset in the third
quarter by lower same location sales and temporary labor inefficiencies.
Aluminum products--Total sales increased 4.7%, with nearly equal year-to-
year acquisitions and internal growth. EBIT increased 38.5%, reflecting the
substantial third quarter improvement in efficiencies and more normal
cost/price relationships.
Industrial materials--Total sales increased 6.6%, with acquisition growth of
approximately 4.5%. EBIT increased 47.3%, reflecting more normal cost/price
relationships and efficiencies gained on higher production.
Specialized products--Total sales increased 15.7%, with acquisitions growth
of just over 10%. EBIT increased 16.5%, reflecting higher first quarter sales
of machinery and equipment and acquisitions.
<TABLE>
<CAPTION>
Nine Months Ended September 30, External Intersegment Total
1999 Sales Sales Sales EBIT
------------------------------- -------- ------------ -------- ------
(All amounts in millions)
<S> <C> <C> <C> <C>
Residential Furnishings......... $1,460.9 $ 7.5 $1,468.4 $166.2
Commercial Furnishings.......... 570.8 2.3 573.1 95.8
Aluminum Products............... 401.6 12.3 413.9 38.5
Industrial Materials............ 208.6 155.6 364.2 53.6
Specialized Products............ 172.0 32.4 204.4 22.6
Intersegment eliminations....... -- -- -- (3.4)
Change in LIFO reserve.......... -- -- -- (.4)
-------- ------ -------- ------
Totals........................ $2,813.9 $210.1 $3,024.0 $372.9
======== ====== ======== ======
<CAPTION>
Nine Months Ended September 30, External Intersegment Total
1998 Sales Sales Sales EBIT
------------------------------- -------- ------------ -------- ------
<S> <C> <C> <C> <C>
Residential Furnishings......... $1,335.5 $ 4.7 $1,340.2 $150.2
Commercial Furnishings.......... 474.3 1.2 475.5 85.8
Aluminum Products............... 383.2 12.3 395.5 27.8
Industrial Materials............ 198.8 142.8 341.6 36.4
Specialized Products............ 140.9 35.7 176.6 19.4
Intersegment eliminations....... -- -- -- (1.3)
Change in LIFO reserve.......... -- -- -- 4.9
-------- ------ -------- ------
Totals........................ $2,532.7 $196.7 $2,729.4 $323.2
======== ====== ======== ======
</TABLE>
6
<PAGE>
Residential furnishings derives its revenues from components for bedding,
furniture and other furnishings, as well as related consumer products.
Commercial furnishings derives its revenues from retail store fixtures,
displays, storage, material handling systems, and office and institutional
furnishings components. Aluminum products revenues are derived from die
castings, custom tooling, secondary machining and coating, and smelting of
aluminum ingot. Industrial materials derives its revenues from drawn steel
wire, specialty wire products and welded steel tubing sold to trade customers
as well as other Leggett segments. Specialized products is a combination of
non-reportable segments which derive their revenues from machinery,
manufacturing equipment, automotive seating suspension and lumbar supports, and
control cable systems.
<TABLE>
<CAPTION>
Financial Position September 30,
------------------ -------------------------
1999 1998
------------ ------------
(All amounts in millions)
<S> <C> <C>
NET ASSETS
Cash and equivalents........................ $ 21.8 $ 42.3
Receivables................................. 607.5 561.6
Inventories................................. 541.4 471.0
Other current assets........................ 68.7 63.7
------------ ------------
Total current assets...................... 1,239.4 1,138.6
Current debt maturities..................... 4.7 5.0
Other current liabilities................... 442.1 386.6
------------ ------------
Total current liabilities................. 446.8 391.6
Working capital............................. 792.6 747.0
Net fixed assets............................ 884.4 803.8
Other assets................................ 770.6 540.4
------------ ------------
Total net assets.......................... $ 2,447.6 $ 2,091.2
============ ============
CAPITALIZATION
Long-term debt.............................. $ 745.2 $ 585.1
Deferred income taxes and other
liabilities................................ 121.3 116.1
Shareholders' equity*....................... 1,581.1 1,390.0
------------ ------------
Total capitalization...................... $ 2,447.6 $ 2,091.2
============ ============
</TABLE>
- --------
* In accordance with Financial Accounting Standard No. 130, comprehensive
earnings would have been $222.5 and $179.2 for the nine months ending
September 30, 1999 and 1998, respectively
Description of debt securities
We will offer debt securities which represent our unsecured senior general
obligations under an indenture dated as of November , 1999 between us and The
Chase Manhattan Bank, as trustee.
The following description sets forth the general terms and provisions that
could apply to the debt securities. This description of certain provisions of
the indenture is not complete. You should refer to the applicable provisions of
the indenture filed as exhibit 4.1 to our registration statement filed with the
SEC (File No. 333- ) covering the debt securities. Each prospectus
supplement will state the particular terms that actually will apply to the debt
securities included in the supplement.
Some of the capitalized terms used in the following discussion are defined
in the indenture, and their definitions are incorporated by reference into this
prospectus. When we refer to sections, we mean sections in the indenture which
we are incorporating by reference.
7
<PAGE>
General
The indenture does not limit the aggregate principal amount of debt
securities that we may issue under it nor does it limit other debt we may
issue. The debt securities may be issued in one or more series as we may
authorize at various times. A series of debt securities may be issued at more
than one time and, unless we agree otherwise with the trustee, may be re-opened
for issuance without notice to holders of such series. All debt securities will
be unsecured and will have the same rank as all of our other unsecured and
unsubordinated debt. The debt securities may be issued as original issue
discount debt securities and sold at a substantial discount below their
principal amount.
The prospectus supplement relating to the particular series of debt
securities being offered will specify the amounts, prices and terms of those
debt securities. These terms may include:
. the title and aggregate principal amount of the debt securities;
. the price at which we are offering the debt securities, usually expressed
as a percentage of the principal amount;
. the maturity date or dates for the debt securities and any rights to
extend these dates;
. the person to whom interest is payable, if other than the person in whose
name the debt security is registered as of the record date for payment of
interest;
. any annual rate or rates, which may be fixed or variable, or the method
of determining any rate or rates, at which the debt securities will bear
interest;
. the date or dates from which interest will accrue and the interest
payment date or dates;
. the place or places where the principal of and any premium and interest
on the debt securities will be payable;
. the currency, currencies or composite currency in which the debt
securities are denominated and principal and interest may be payable, and
for which the debt securities may be purchased, if other than United
States dollars;
. any redemption or sinking fund terms;
. any other material terms relating to the debt securities;
. any event of default or covenant with respect to the debt securities of a
particular series, if not set forth in this prospectus, or any deletions
or modifications thereof;
. the extent to which the discharge and defeasance provisions apply to any
series of securities or any modifications or additions thereto;
. any index, formula or other method used to determine the amount of
principal, premium or interest payable with respect to the debt
securities;
. whether the debt securities are to be issued in whole or in part in the
form of one or more global securities and the depositary for the global
security or securities;
. if other than in denominations of $1,000 or multiples of $1,000, the
denominations in which debt securities will be issued;
. the part of the principal amount of debt securities which will be payable
upon acceleration if less than the entire amount;
. if applicable, any limitations on our right to defease our obligations
under the debt securities by depositing cash or securities;
. if the principal amount of the debt securities or interest paid on the
debt securities are set forth or payable in a currency other than U.S.
dollars, whether and under what terms and conditions we may defease the
debt securities; and
. any other terms of the series, which will not conflict with the terms of
the indenture. (Section 301)
8
<PAGE>
We will issue the debt securities in fully registered form without coupons.
Unless we specify otherwise in the applicable prospectus supplement, we will
issue debt securities denominated in U.S. dollars in denominations of $1,000 or
multiples of $1,000. Debt securities may also be issued pursuant to the
indenture in transactions exempt from the registration requirements of the
Securities Act of 1933. Those debt securities will not be considered in
determining the aggregate amount of securities issued under the registration
statement.
We will describe special federal income tax and other considerations
relating to debt securities denominated in foreign currencies in the applicable
prospectus supplement.
Unless we specify otherwise in the applicable prospectus supplement, the
covenants contained in the indenture and the debt securities will not provide
special protection to holders of debt securities if we enter into a highly
leveraged transaction, recapitalization or restructuring.
Exchange, registration and transfer
Debt securities of any series that are not global securities will be
exchangeable for other registered securities of the same series and of like
aggregate principal amount and tenor in different authorized denominations.
Transfers and exchanges may be made without service charge and upon payment of
any taxes and other governmental charges as described in the indenture. The
security registrar or the transfer agent will effect the transfer or exchange
upon being satisfied with the documents of title and identity of the person
making the request. We have appointed the trustee as security registrar for the
indenture. If a prospectus supplement refers to any transfer agents, in
addition to the security registrar, initially designated by us with respect to
any series of debt securities, we may at any time rescind the designation of
any such transfer agent or approve a change in the location through which such
transfer agent acts. We may at any time appoint additional transfer agents with
respect to any series of debt securities.
Payment and paying agents
Unless we specify otherwise in the applicable prospectus supplement, payment
of principal, any premium and any interest on debt securities will be made at
the office of the paying agent or paying agents that we appoint at various
times. However, at our option, we may make interest payments by check mailed to
the address, as it appears in the security register, of the person entitled to
the payments. Unless we specify otherwise in the applicable prospectus
supplement, we will make payment of any installment of interest on debt
securities to the person in whose name that security is registered at the close
of business on the regular record date for such interest.
If we do not pay interest when due, that interest will no longer be payable
to the holder of the debt security on the record date for such interest. We
will pay any defaulted interest, at our election:
. to the person in whose name the debt security is registered at the close
of business on a special record date set by the Trustee between 10-15
days before the payment of such defaulted interest and at least 10 days
after the receipt by the Trustee of notice of the payment by us; or
. in any other lawful manner that is consistent with the requirements of
any securities exchange on which the debt securities are listed if, after
we give notice to the Trustee, the Trustee determines the manner of
payment is practicable.
Global securities
The prospectus supplement will indicate whether we are issuing the related
debt securities as book-entry securities. Book-entry securities of a series
will be issued in the form of one or more global notes that will be deposited
with The Depository Trust Company, New York, New York, (which we refer to as
the "DTC") and will evidence all of the debt securities of that series. This
means that we will not issue certificates to each holder. We will issue one or
more global securities to DTC, which will keep a computerized record of its
9
<PAGE>
participants (for example, your broker) whose clients have purchased the debt
securities. The participant will then keep a record of its clients who own the
debt securities. Unless it is exchanged in whole or in part for a security
evidenced by individual certificates, a global security may not be transferred,
except that DTC, its nominees and their successors may transfer a global
security as a whole to one another. Beneficial interests in global securities
will be shown on, and transfers of beneficial interests in global notes will be
made only through, records maintained by DTC and its participants. Each person
owning a beneficial interest in a global security must rely on the procedures
of DTC and, if such person is not a participant, on the procedures of the
participant through which such person owns its interest to exercise any rights
of a holder of debt securities under the indenture.
The laws of some jurisdictions require that certain purchasers of securities
such as debt securities take physical delivery of such securities in definitive
form. Such limits and such laws may impair your ability to acquire or transfer
beneficial interests in the global security.
We will make payments on each series of book-entry debt securities to DTC or
its nominee, as the sole registered owner and holder of the global security.
Neither Leggett & Platt, the trustee nor any of their agents will be
responsible or liable for any aspect of DTC's records relating to or payments
made on account of beneficial ownership interests in a global security or for
maintaining, supervising or reviewing any of DTC's records relating to such
beneficial ownership interests.
DTC has advised us that, when it receives any payment on a global security,
it will immediately, on its book-entry registration and transfer system, credit
the accounts of participants with payments in amounts proportionate to their
beneficial interests in the global security as shown on DTC's records. Payments
by participants to you, as an owner of a beneficial interest in the global
security, will be governed by standing instructions and customary practices (as
is now the case with securities held for customer accounts registered in
"street name") and will be the sole responsibility of such participants.
A global security representing a series will be exchanged for certificated
debt securities of that series only if (x) DTC notifies us that it is unwilling
or unable to continue as depositary or if DTC ceases to be a clearing agency
registered under the Securities Exchange Act of 1934 (the "1934 Act") and we
don't appoint a successor within 90 days, (y) we decide that the global
security shall be exchangeable or (z) there is an event of default under the
indenture with respect to the debt securities represented by such global
security. If that occurs, we will issue debt securities of that series in
certificated form in exchange for such global security. An owner of a
beneficial interest in the global security then will be entitled to physical
delivery of a certificate for debt securities of such series equal in principal
amount to such beneficial interest and to have such debt securities registered
in its name. We would issue the certificates for such debt securities in
denominations of $1,000 or any larger amount that is an integral multiple
thereof, and we would issue them in registered form only, without coupons.
DTC has advised us that it is a limited-purpose trust company organized
under the New York Banking Law, a "banking organization" within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered under the 1934 Act. DTC was created to hold the
securities of its participants and to facilitate the clearance and settlement
of securities transactions among its participants through electronic book-entry
changes in accounts of the participants, thereby eliminating the need for
physical movement of securities certificates. DTC's participants include
securities brokers and dealers, banks, trust companies, clearing corporations,
and certain other organizations, some of whom (and/or their representatives)
own DTC. Access to DTC's book-entry system is also available to others, such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly. The
rules applicable to DTC and its participants are on file with the SEC. No fees
or costs of DTC will be charged to you.
10
<PAGE>
Management of DTC is aware that some computer applications, systems and the
like for processing data ("systems") that are dependent upon calendar dates,
including dates before, on, and after January 1, 2000, may encounter "Year 2000
problems." DTC has informed direct participants and indirect participants and
other members of the financial community (the "industry") that it has developed
and is implementing a program so that its systems, as the same relate to the
timely payment of distributions (including principal and interest payments) to
security holders, book-entry deliveries, and settlement of trades within DTC,
continue to function appropriately. This program includes a technical
assessment and a remediation plan, each of which is complete. Additionally,
DTC's plan includes a testing phase, which is expected to be completed within
appropriate time frames.
However, DTC's ability to perform properly its services is also dependent
upon other parties, including, but not limited to, issuers and their agents, as
well as DTC's direct participants and indirect participants, third party
vendors from whom DTC licenses software and hardware, and third party vendors
on whom DTC relies for information or the provision of services, including
telecommunication and electrical utility service providers, among others. DTC
has informed the industry that it is contacting (and will continue to contact)
third party vendors from whom DTC acquires services to: (i) impress upon them
the importance of these services being Year 2000 compliant; and (ii) determine
the extent of their efforts for Year 2000 remediation (and, as appropriate,
testing) of their services. In addition, DTC is in the process of developing
contingency plans as it deems appropriate.
According to DTC, the information in the preceding two paragraphs with
respect to DTC has been provided to the industry for informational purposes
only and is not intended to serve as a representation, warranty, or contract
modification of any kind.
Certain restrictive covenants
The indenture does not contain any covenants or provisions designed to
protect the holders of the notes if we enter into a transaction that adversely
affects our debt to equity ratio or many other types of material transactions.
Limitations on liens
Unless we specify otherwise in the applicable prospectus supplement, neither
we nor any subsidiary, will create or have outstanding, any mortgage, lien,
pledge or other encumbrance upon any property, without providing that the debt
securities will be secured equally and ratably or prior to the debt.
A subsidiary is any corporation, partnership or other entity of which we or
one of our subsidiaries owns more than 50% of equity interest with voting
power.
The limitation on liens does not apply to:
. liens existing on the date of the indenture;
. liens that secure or pay the costs of acquiring, developing,
refurbishing, constructing or improving that property;
. liens on any acquired property existing at the time it is acquired by us,
whether or not we assume the related indebtedness;
. liens on property, shares of capital stock or other assets of a
subsidiary existing at the time it becomes a subsidiary;
. liens securing debt of a subsidiary owed to us or another of our
subsidiaries or securing our debt to a subsidiary;
. liens on any property, shares of stock or assets existing at the time it
is acquired by us, whether by merger, consolidation, purchase, lease or
some other method;
11
<PAGE>
. liens on property which the creditor has recourse only to such property
or proceeds from it;
. liens on property which do not materially detract from its value;
. any extension, renewal or replacement of any of the liens referred to
above;
. liens in connection with legal proceedings with respect to any of our
material property;
. liens for taxes or assessments, landlords' liens, mechanics' liens, or
charges incidental to the conduct of business or ownership of property,
not incurred by borrowing money or securing debt, or not overdue, or
liens we are contesting in good faith, or liens released by deposit or
escrow; and
. liens for penalties, assessments, clean-up costs or other governmental
charges relating to environmental protection matters.
The limitation does not apply to any liens not excluded by the above
examples if at the time and after giving effect to any debt secured by a lien
such liens do not exceed 10% of our consolidated assets. Consolidated assets is
the gross book value of our assets and our subsidiaries, determined on a
consolidated basis in accordance with generally accepted accounting principles.
(Section 1003).
Limitations on sale and leaseback
Unless we specify otherwise in the applicable prospectus supplement, neither
we nor any subsidiary of ours will enter into any sale and leaseback
transaction. A sale and leaseback transaction occurs when we or a subsidiary of
ours sell or plans to sell or transfer a principal property back to a lender or
investor and we or a subsidiary will in turn lease the principal property back
from the lender or investor, except for temporary leases for a term, including
renewals at the option of the lessee, if not more than three years and except
for leases between us and one of our subsidiaries or between our subsidiaries.
A principal property is any of our owned or leased manufacturing plants located
in the United States of America, not including any plant(s) our Board of
Directors determines are not of material importance to the business of our
company and its subsidiaries taken as a whole.
The restrictions on sale and leaseback transactions do not apply where
either: (a) we or a subsidiary would be entitled to create debt secured by a
lien on the property to be leased in an amount at least equal to attributable
debt, without equally and ratably securing the debt securities, or (b) within a
period twelve months before and twelve months after the consummation of the
sale and leaseback transaction, we or one of our subsidiaries expends on the
property, an amount equal to:
. the net proceeds of the sale of the real property leased pursuant to the
transaction and we designate this amount as a credit against the
transaction, or
. part of the net proceeds of the sale of the real property leased pursuant
to the transaction and we designate this amount as a credit against the
transaction and applies an amount equal to the remainder due as described
below.
. Attributable debt is the present value (discounted by the interest rate
of the security compounded semi-annually) of the lessee's obligation for
the remaining rent payments due under the lease, including any effective
renewal term or period which may, at the option of the lessor, be
extended.
The limitation on sale and leaseback transactions also does not apply if at
the time of the sale and leaseback:
. we apply, within 90 days of the effective date of any transaction, a cash
amount equal to the attributable debt to retire debt for money we or our
subsidiaries borrowed, not subordinate to the debt securities, which
matures, or is extendible or renewable 12 months after the creation of
the debt at the obligor's sole option without the consent of the obligee.
(Section 1004).
12
<PAGE>
Limitation on consolidations and mergers
We may not consolidate or merge with any other person or convey or transfer
our properties and assets substantially as an entirety to another person or
permit another corporation to merge into us, unless, among other conditions:
. the successor is a corporation, partnership or trust organized and
validly existing under the laws of the United States or any state;
. the successor person, if not us, assumes our obligations on the debt
securities and under the indenture; and
. after giving effect to the transaction and treating any debt which
becomes our obligation as a result of the transaction as incurred by us
at that time, no event of default occurs under the indenture. (Section
801).
Defeasance
The indenture contains a provision that, unless made inapplicable to any
series of debt securities, permits us to elect (a) to defease and be discharged
from all of our obligations, subject to limited exceptions with respect to any
series of debt securities then outstanding, which we refer to below as "legal
defeasance," or (b) to be released from our obligations under certain
restrictive covenants, including those described above under "Certain
Restrictive Covenants," which we refer to below as "covenant defeasance." To
make either of the above elections, we must:
. deposit in trust with the trustee, money, U.S. government obligations
which through the payment of principal and interest in accordance with
their terms will provide sufficient money without reinvestment or a
combination of money and U.S. government obligations to repay in full the
series of debt securities and any mandatory sinking fund payments;
. deliver to the trustee an opinion of counsel that holders of the series
of debt securities will not recognize income, gain or loss for federal
income tax purposes as a result of the deposit and related defeasance and
will be subject to federal income tax in the same amount, in the same
manner and at the same times as would have been the case if such deposit
and related defeasance had not occurred; and
. comply with certain other provisions. (Sections 403 and 1005).
Modification of the indenture
Under the indenture our rights and obligations and the rights of the holders
may be modified with the consent of the holders of at least a majority in
principal amount of the then outstanding debt securities of each series
affected by the modification. None of the following modifications, however, is
effective against any holder without the consent of the holders of all of the
affected outstanding debt securities:
. changing the maturity, installment or interest rate of any of the debt
securities;
. reducing the principal amount, any premium or the rate of interest of any
of the debt securities;
. reducing the principal amount of an original issue discount debt security
due and payable upon acceleration of its maturity;
. changing the place for payment of or the currency, currencies or currency
unit or units in which any principal, premium or interest of any of the
debt securities is payable;
. impairing any right to take legal action for an overdue payment;
. reducing the percentage in principal amount of outstanding securities
required to modify or waive compliance with the indenture; or
13
<PAGE>
. with some exceptions, modifying the provisions for the waiver of certain
covenants and defaults and any of the foregoing provisions. (Section
902).
Any actions we or the trustee may take toward adding to our covenants,
adding events of default or establishing the structure or terms of the debt
securities as permitted by the indentures will not require the approval of any
holder of debt securities. In addition, we or the trustee may cure ambiguities
or inconsistencies in the indentures or make other provisions without the
approval of any holder as long as no holder's interests are materially and
adversely affected. (Section 901).
Waiver of certain covenants
The indenture provides that we will not be required to comply with certain
restrictive covenants, including those described above under "Certain
Restrictive Covenants," if the holders of at least a majority in principal
amount of each series of outstanding debt securities affected waive compliance
with the restrictive covenants. (Section 1006).
Events of default, notice and waiver
Unless otherwise provided in a prospectus supplement, "Event of default"
when used in the indenture, will mean any of the following in relation to a
series of debt securities:
. failure to pay interest on any debt security for 30 days after the
interest becomes due;
. failure to pay the principal on any debt security when due;
. failure to deposit any sinking fund payment for 30 days after such
payment becomes due;
. failure to perform or breach of any other covenant or warranty in the
indenture that continues for 60 days after the trustee or the holders of
at least 25% in principal amount of the outstanding debt securities of
the series notifies us of the failure or breach;
. failure to perform or breach under any debt instrument with an
outstanding amount due exceeding $50,000,000 that is accelerated and that
continues 10 days after the trustee or the holders of at least 25% in
principal amount of the outstanding debt securities of the series
notifies us of the acceleration;
. certain events of bankruptcy, insolvency or reorganization; or
. any other event of default provided for debt securities of that series.
(Section 501).
If any event of default relating to outstanding debt securities of any
series occurs and is continuing, either the trustee or holders of at least 25%
in principal amount of the then outstanding debt securities of that series may
declare the principal of all of the outstanding debt securities of such series
to be due and immediately payable in most circumstances. At any time after an
acceleration of any debt securities of a series is made, but before a judgment
for payment of money is obtained, the holders of at least a majority in
principal amount of the outstanding debt securities of that series may, under
certain circumstances, rescind such acceleration. (Section 502).
The holders of at least a majority in principal amount of the outstanding
debt securities of any series may direct the time, method and place of
conducting any proceeding for any remedy available to the trustee, or of
exercising any trust or power conferred on the trustee, with respect to the
debt securities of that series. The trustee may act in any way that is
consistent with those directions and may decline to act if any of the
directions is contrary to law or to the indenture or would involve the trustee
in personal liability. (Section 512).
The holders of at least a majority in principal amount of the outstanding
debt securities of any series may on behalf of the holders of all of the
outstanding debt securities of the series waive any past default (and its
consequences) under the indenture relating to the series, except a default (a)
in the payment of the principal of or any premium or interest on any of the
debt securities of the series or (b) with respect to a covenant or
14
<PAGE>
provision of such indentures which, under the terms of such indenture cannot be
modified or amended without the consent of the holders of all of the
outstanding debt securities of the series affected. (Section 513).
The indenture contains provisions entitling the trustee, subject to the duty
of the trustee during an event of default to act with the required standard of
care, to be indemnified by the holders of the debt securities of the relevant
series before proceeding to exercise any right or power under the indenture at
the request of those holders.
The indenture requires the trustee to, within 90 days after the occurrence
of a default known to it with respect to any series of outstanding debt
securities, give the holders of that series notice of the default if uncured
and unwaived. The trustee may withhold this notice if it in good faith
determines that the withholding of this notice is in the interest of those
holders, however, the trustee may not withhold this notice in the case of a
default in payment of principal, premium, interest or sinking fund installment
with respect to any debt securities of the series. The above notice shall not
be given until at least 30 days after the occurrence of a default in the
performance of or a breach of a covenant or warranty in the indenture other
than a covenant to make payment. The term "default" for the purpose of this
provision means any event that is, or after notice or lapse of time, or both,
would become, an event of default with respect to the debt securities of that
series. (Section 602).
The indenture requires us to file annually with the trustee a certificate,
executed by one of our officers, indicating whether the officer has knowledge
of any default under the indenture. (Section 704(4)).
Notices
Notices to holders of debt securities will be sent by mail to the addresses
of those holders as they appear in the security register.
Replacement of securities
We will replace any mutilated debt security at the expense of the holder
upon surrender of the mutilated debt security to the trustee. We will replace
debt securities that are destroyed, stolen or lost at the expense of the holder
upon delivery to the trustee of evidence of the destruction, loss or theft of
the debt securities satisfactory to us and to the trustee. In the case of a
destroyed, lost or stolen debt security, an indemnity satisfactory to the
trustee and us may be required at the expense of the holder of the debt
security before a replacement debt security will be issued. (Section 306).
Governing law
The indenture and the debt securities will be governed by, and construed in
accordance with, the laws of the State of New York.
The trustee
The Chase Manhattan Bank is trustee under the indenture. The trustee
participates in at least one of our credit agreements and has other customary
banking relationships with us and our affiliates.
Plan of distribution
We may sell the debt securities (a) through underwriters or dealers; (b)
directly to one or a limited number of institutional purchasers; or (c) through
agents. This prospectus or the applicable prospectus supplement will set forth
the terms of the offering of any debt securities, including the name or names
of any underwriters, dealers or agents, the price of the offered securities and
the net proceeds to us from such sale, any underwriting commissions or other
items constituting underwriters' compensation.
15
<PAGE>
If underwriters are used in the sale, the debt securities will be acquired
by the underwriters for their own account and may be resold from time to time
in one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of sale. The
debt securities may be offered to the public either through underwriting
syndicates represented by managing underwriters or directly by one or more
investment banking firms or others, as designated. Unless otherwise set forth
in the applicable prospectus supplement, the obligations of the underwriters or
agents to purchase the debt securities will be subject to certain conditions
precedent and the underwriters will be obligated to purchase all the debt
securities if any are purchased. Any initial public offering price and any
underwriting commissions or other items constituting underwriters' compensation
may be changed from time to time.
If a dealer is used in the sale of any debt securities, we will sell those
debt securities to the dealer, as principal. The dealer may then resell the
debt securities to the public at varying prices to be determined by the dealer
at the time of resale.
We may sell debt securities directly to one or more institutional
purchasers, or through agents at a fixed price or prices, which may be changed,
or at varying prices determined at time of sale. Unless otherwise indicated in
the prospectus supplement, any agent will be acting on a reasonable efforts
basis for the period of its appointment.
If an applicable prospectus supplement indicates, we will authorize agents,
underwriters or dealers to solicit offers by certain specified institutions to
purchase debt securities from us at the public offering price set forth in the
prospectus supplement under delayed delivery contracts providing for payment
and delivery on a specified date in the future. These contracts will be subject
only to those conditions set forth in the prospectus supplement, and the
prospectus supplement will set forth the commission payable for solicitation of
the contracts.
The debt securities will be a new issue of securities with no established
trading market. Any underwriters or agents to or through whom debt securities
are sold by us for public offering and sale may make a market in the debt
securities. The underwriters or agents are not obligated to make a market in
the debt securities and may discontinue market making at any time without
notice. We cannot predict the liquidity of the trading market for any debt
securities.
Under agreements entered into with us, agents and underwriters who
participate in the distribution of the debt securities may be entitled to
indemnification by us against certain civil liabilities, including liabilities
under the Securities Act of 1933, or to contribution with respect to payments
which the agents or underwriters may be required to make. Agents and
underwriters may be customers of, engage in transactions with or perform
services for us in the ordinary course of business.
Experts
PricewaterhouseCoopers LLP, independent auditors, have audited our
consolidated financial statements and schedule included in our Annual Report on
Form 10-K for the year ended December 31, 1998, as set forth in their report,
which is incorporated by reference in this prospectus and elsewhere in the
registration statement. Our financial statements and schedule are incorporated
by reference in reliance on PricewaterhouseCoopers LLP's report given on their
authority as experts in accounting and auditing.
Where you can find more information about Leggett & Platt, Incorporated
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C.,
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our SEC filings are also available to the public at the
SEC's web site at http://www.sec.gov. You may also obtain copies of our SEC
filings at The New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005.
16
<PAGE>
The SEC allows us to "incorporate by reference" into this prospectus the
information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this prospectus, and
later information filed with the SEC will update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we make with the SEC under Section 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934 (File No. 1-7845) until we sell all of the
debt securities.
(a) Our Annual Report on Form 10-K for the year ended December 31, 1998;
and
(b) Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
1999, and June 30, 1999.
You may request a copy of these filings, at no cost, by writing to or
telephoning us at the following address:
Investor Relations
Leggett & Platt, Incorporated
No. 1 Leggett Road
Carthage, MO 64836
(417) 358-8131
You should rely only on the information incorporated by reference or
provided in this prospectus or the prospectus supplement. We have authorized no
one to provide you with different information. We are not making an offer of
these securities in any state where an offer is not permitted. You should not
assume that the information in this prospectus or the prospectus supplement is
accurate as of any date other than the date on the front of the applicable
document.
17
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting compensation, are:
<TABLE>
<S> <C>
Filing Fee for Registration Statement................................. $139,000
Legal Fees and Expenses............................................... $125,000
Accounting Fees and Expenses.......................................... $ 11,000
Trustee's Fees and Expenses........................................... $ 13,500
Printing and Engraving Fees........................................... $ 15,000
Rating Agency Fees.................................................... $200,000
--------
Total............................................................... $503,500
========
</TABLE>
All of the above amounts, other than the Commission filing fee, are
estimates only.
Item 15. Indemnification of Directors and Officers.
Under the Company's Restated Articles of Incorporation and Missouri
corporation laws, each of the present and former directors and officers of the
Company may be entitled to indemnification under certain circumstances from
certain liabilities, claims and expenses arising from any threatened, pending
or completed action, suit or proceeding (including any such action, suit or
proceeding arising under the Securities Act of 1933 as amended), to which they
are made a party by reason of the fact that he is or was a director or officer
of the Company.
The Company insures its directors and officers against certain liabilities
and has insurance against certain payments which it may be obliged to make to
such persons under the indemnification provisions of its Restated Articles of
Incorporation.
In the Distribution Agreement, a form which is filed as Exhibit 1.1 hereto,
the Agents will agree to indemnify, under certain conditions, Leggett & Platt,
its directors, certain of its officers and persons who control Leggett & Platt
within the meaning of the Securities Act of 1933, against certain liabilities.
Item 16. Exhibits.
The following Exhibits are filed as part of this Registration Statement:
<TABLE>
<S> <C>
*4.1 Form of Indenture, dated as of November , 1999 between the Company and The Chase Manhattan Bank,
as Trustee.
4.2 Form of Debt Security (included in exhibit 4.1).
*5.1 Opinion of Ernest C. Jett, Vice President, General Counsel and Secretary of the Company.
*8.1 Opinion of Bryan Cave LLP as to certain tax matters.
*12 Computation of Ratios of Earnings to Fixed Charges.
*23.1 Consent of PriceWaterhouseCoopers LLP.
23.2 Consent of Ernest C. Jett, Vice President, General Counsel and Secretary of the Company (included as
part of Exhibit 5).
24 Power of Attorney (included on signature page).
*25 Form T-1 Statement of Eligibility and Qualification of Trustee under the Trust Indenture Act of 1939
for .
</TABLE>
- --------
* Filed herewith
II-1
<PAGE>
Item 17. Undertakings.
(A) 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.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(B) 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 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(C) 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 foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.
II-2
<PAGE>
(D) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the Registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this Registration statement as of
the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Carthage, State of Missouri, on the 5th day of
November, 1999.
LEGGETT & PLATT, INCORPORATED
/s/ Felix E. Wright
By:
----------------------------------
Felix E. Wright
Vice Chairman of the Board,
Chief Executive Officer and
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Harry M. Cornell, Jr., Felix E. Wright,
Robert A. Jefferies, Jr. and Ernest C. Jett, and each of them (with full power
to each of them to act alone), his true and lawful attorneys-in-fact and
agents, with full power of substitution, for him on his behalf and in his name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with exhibits and any and all other documents and instruments
filed with respect thereto, with the Securities and Exchange Commission (or any
other governmental or regulatory authority), granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and to
perform each and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully as to all intents
and purposes as he might or could do if personally present, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or either of them or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 5th day of November, 1999.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<C> <S>
/s/ Felix E. Wright Vice Chairman of the Board, Chief Executive
______________________________________ Officer and President, Director (Principal
Felix E. Wright Executive Officer)
/s/ Michael A. Glauber Senior Vice President, Finance &
______________________________________ Administration (Principal Financial
Michael A. Glauber Officer)
/s/ Allan J. Ross Vice President--Accounting (Principal
______________________________________ Accounting Officer)
Allan J. Ross
/s/ Harry M. Cornell, Jr. Chairman of the Board
______________________________________
Harry M. Cornell, Jr.
/s/ Raymond F. Bentele Director
______________________________________
Raymond F. Bentele
/s/ Robert Ted Enloe, III Director
______________________________________
Robert Ted Enloe, III
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title
--------- -----
<C> <S>
/s/ Richard T. Fisher Director
______________________________________
Richard T. Fisher
Director
______________________________________
Bob L. Gaddy
/s/ David S. Haffner Director
______________________________________
David S. Haffner
/s/ Thomas A. Hays Director
______________________________________
Thomas A. Hays
Director
______________________________________
Robert A. Jefferies, Jr.
/s/ Alexander M. Levine Director
______________________________________
Alexander M. Levine
/s/ Richard L. Pearsall Director
______________________________________
Richard L. Pearsall
Director
______________________________________
Duane W. Potter
/s/ Maurice E. Purnell, Jr Director
______________________________________
Maurice E. Purnell, Jr
/s/ Alice L. Walton Director
______________________________________
Alice L. Walton
</TABLE>
II-5
<PAGE>
EXHIBIT 4.1
FORM OF INDENTURE
- --------------------------------------------------------------------------------
LEGGETT & PLATT, INCORPORATED
TO
The Chase Manhattan Bank
Trustee
---------------------
INDENTURE
Dated as of November , 1999
---------------------
- --------------------------------------------------------------------------------
<PAGE>
LEGGETT & PLATT, INCORPORATED
Reconciliation and tie between Trust Indenture Act of 1939 and
Indenture, dated as of _________, 1999
<TABLE>
<CAPTION>
Trust Indenture Indenture
Act Section Section
- --------------- ---------
<S> <C>
ss.310 (a)(1).......................................................... 609
(a)(2).......................................................... 609
(a)(3).......................................................... Not Applicable
(a)(4).......................................................... Not Applicable
(a)(5).......................................................... 609
(b)............................................................. 608, 610
ss.311 ................................................................ 613
ss.312 (a)............................................................. 701, 702(a)
(b)............................................................. 702(b)
(c)............................................................. 702(c)
ss.313 ................................................................ 703
ss.314 (a)............................................................. 704
(b)............................................................. Not Applicable
(c)(1).......................................................... 102
(c)(2........................................................... 102
(c)(3).......................................................... Not Applicable
(d)............................................................. Not Applicable
(e)............................................................. 102
ss.315 (a)............................................................. 601
(b)............................................................. 602
(c)............................................................. 601
(d)............................................................. 601
(e)............................................................. 514
ss.316 (a)............................................................. 101
(a)(1)(A)....................................................... 502, 512
(a)(1)(B)....................................................... 513
(a)(2).......................................................... Not Applicable
(b)............................................................. 508
ss.317 (a)(1).......................................................... 503
(a)(2).......................................................... 504
(b)............................................................. 1002
ss.318 (a)............................................................. 107
</TABLE>
Note: This reconciliation and tie shall not, for any purpose, be deemed to be
part of the Indenture.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
RECITALS OF THE COMPANY.................................................... 1
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION................. 1
SECTION 101. Definitions .............................................. 1
SECTION 102. Compliance Certificates and Opinions ..................... 6
SECTION 103. Form of Documents Delivered to Trustee ................... 7
SECTION 104. Acts of Holders .......................................... 7
SECTION 105. Notices, Etc., to Trustee and Company .................... 8
SECTION 106. Notice to Holders; Waiver ................................ 8
SECTION 107. Compliance with Trust Indenture Act ...................... 9
SECTION 108. Effect of Headings and Table of Contents ................. 9
SECTION 109. Successors and Assigns ................................... 9
SECTION 110. Separability Clause ...................................... 9
SECTION 111. Benefits of Indenture .................................... 9
SECTION 112. Governing Law ............................................ 9
SECTION 113. Legal Holidays ........................................... 9
SECTION 114. No Recourse Against Others................................ 9
ARTICLE TWO
SECURITY FORMS..........................................................10
SECTION 201. Forms Generally ..........................................10
SECTION 202. Form of Face of Security .................................10
SECTION 203. Form of Reverse of Security ..............................12
SECTION 204. Form of Trustee's Certificate of Authentication ..........15
SECTION 205. Form of Legend for Global Securities .....................15
ARTICLE THREE
THE SECURITIES..........................................................15
SECTION 301. Amount Unlimited; Issuable in Series .....................15
SECTION 302. Denominations ............................................17
SECTION 303. Execution, Authentication, Delivery and Dating ...........17
SECTION 304. Temporary Securities .....................................19
SECTION 305. Registration, Registration of Transfer and Exchange ......19
SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities .........20
SECTION 307. Payment of Interest; Interest Rights Preserved ...........21
SECTION 308. Persons Deemed Owners ....................................22
SECTION 309. Cancellation. ............................................22
SECTION 310. Computation of Interest ..................................23
SECTION 311. Payment to be in Proper Currency .........................23
</TABLE>
<PAGE>
<TABLE>
<S> <C>
ARTICLE FOUR
SATISFACTION AND DISCHARGE.............................................23
SECTION 401. Satisfaction and Discharge of Indenture ..................23
SECTION 402. Application of Trust Money ..............................24
SECTION 403. Defeasance and Discharge of Indenture ...................24
ARTICLE FIVE
REMEDIES...............................................................25
SECTION 501. Events of Default .......................................25
SECTION 502. Acceleration of Maturity; Rescission and Annulment ......26
SECTION 503. Collection of Indebtedness and Suits for Enforcement
by Trustee ..............................................27
SECTION 504. Trustee May File Proofs of Claim ........................27
SECTION 505. Trustee May Enforce Claims Without Possession of
Securities ..............................................28
SECTION 506. Application of Money Collected ..........................28
SECTION 507. Limitation on Suits .....................................28
SECTION 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest.....................................29
SECTION 509. Restoration of Rights and Remedies ......................29
SECTION 510. Rights and Remedies Cumulative ..........................29
SECTION 511. Delay or Omission Not Waiver ............................30
SECTION 512. Control by Holders ......................................30
SECTION 513. Waiver of Past Defaults .................................30
SECTION 514. Undertaking for Costs ...................................30
ARTICLE SIX
THE TRUSTEE............................................................31
SECTION 601. Certain Duties and Responsibilities .....................31
SECTION 602. Notice of Defaults ......................................31
SECTION 603. Certain Rights of Trustee ...............................31
SECTION 604. Not Responsible for Recitals or Issuance of
Securities ..............................................32
SECTION 605. May Hold Securities .....................................32
SECTION 606. Money Held in Trust .....................................32
SECTION 607. Compensation and Reimbursement ..........................32
SECTION 608. Disqualification; Conflicting Interests .................33
SECTION 609. Corporate Trustee Required; Eligibility .................33
SECTION 610. Resignation and Removal; Appointment of Successor .......33
SECTION 611. Acceptance of Appointment by Successor ..................34
SECTION 612. Merger, Conversion, Consolidation or Succession to
Business ................................................35
SECTION 613. Preferential Collection of Claims Against Company .......35
SECTION 614. Appointment of Authenticating Agent .....................36
ARTICLE SEVEN
HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY......................37
SECTION 701. Company to Furnish Trustee Names and Addresses of
Holders .................................................37
SECTION 702. Preservation of Information; Communications to Holders ..37
SECTION 703. Reports by Trustee ......................................37
SECTION 704. Reports by Company ......................................37
ARTICLE EIGHT
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE...................38
SECTION 801. Company May Consolidate, Etc., Only on Certain Terms ....38
SECTION 802. Successor Substituted ...................................38
ARTICLE NINE
SUPPLEMENTAL INDENTURES................................................39
SECTION 901. Supplemental Indentures Without Consent of Holders ......39
SECTION 902. Supplemental Indentures with Consent of Holders .........40
SECTION 903. Execution of Supplemental Indentures. ...................40
SECTION 904. Effect of Supplemental Indentures .......................40
SECTION 905. Conformity with Trust Indenture Act .....................40
SECTION 906. Reference in Securities to Supplemental Indentures ......40
</TABLE>
<PAGE>
<TABLE>
<S> <C>
ARTICLE TEN
COVENANTS...............................................................41
SECTION 1001. Payment of Principal, Premium and Interest ...............41
SECTION 1002. Money for Securities Payments to Be Held in Trust.........41
SECTION 1003. Restriction on Secured Debt...............................42
SECTION 1004. Restriction on Sale and Leaseback Transactions............42
ARTICLE ELEVEN
REDEMPTION OF SECURITIES................................................45
SECTION 1101. Applicability of Article .................................45
SECTION 1102. Election to Redeem; Notice to Trustee ....................45
SECTION 1103. Selection by Trustee of Securities to Be Redeemed ........46
SECTION 1104. Notice of Redemption .....................................46
SECTION 1105. Deposit of Redemption Price ..............................47
SECTION 1106. Securities Payable on Redemption Date ....................47
SECTION 1107. Securities Redeemed in Part ..............................47
ARTICLE TWELVE
SINKING FUNDS...........................................................48
SECTION 1201. Applicability of Article .................................48
SECTION 1202. Satisfaction of Sinking Fund Payments with
Securities ...............................................48
SECTION 1203. Redemption of Securities for Sinking Fund ................48
</TABLE>
<PAGE>
INDENTURE, dated as of November, 1999 between Leggett & Platt,
Incorporated, a corporation duly organized and existing under the laws of the
State of Missouri (herein called the "Company"), having its principal office at
No. 1 Leggett Rd., Carthage, Missouri 64836, and The Chase Manhattan Bank,
as Trustee (herein called the "Trustee").
RECITALS OF THE COMPANY
The Company has duly authorized the execution and delivery of this Indenture
to provide for the issuance from time to time of its unsecured debentures, notes
or other evidences of indebtedness (herein called the "Securities"), to be
issued in one or more series as in this Indenture provided.
All things necessary to make this Indenture a valid agreement of the Company,
in accordance with its terms, have been done.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Securities by
the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as
follows:
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 101. Definitions.
For all purposes of this Indenture, except as otherwise expressly provided or
unless the context otherwise requires:
(1) the terms defined in this Article have the meanings assigned to them
in this Article and include the plural as well as the singular;
(2) all other terms used herein which are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings
assigned to them therein;
(3) any gender used in this Indenture shall be deemed and construed to
include correlative words of the masculine, feminine or neuter gender;
1
<PAGE>
(4) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting
principles, and, except as otherwise herein expressly provided, the
term "generally accepted accounting principles" with respect to any
computation required or permitted hereunder shall mean such accounting
principles as are generally accepted at the date of such computation;
and
(5) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision.
"Act", when used with respect to any Holder, has the meaning specified in
Section 104.
"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control", when used with respect to any specified Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
"Attributable Debt" in respect of any Sale and Leaseback Transaction means, at
the date of determination, the present value discounted at the rate of
interest implicit in the terms of the lease of the obligation of the lessee for
net rental payments during the remaining term of the lease (including any period
for which such lease has been extended or may, at the option of the lessor, be
extended).
"Authenticating Agent" means any Person authorized by the Trustee pursuant to
Section 614 to act on behalf of the Trustee to authenticate Securities of one or
more series.
"Board of Directors" means either the board of directors of the Company or any
duly authorized committee appointed by that board.
"Board Resolution" means a copy of a resolution certified by the Secretary or
an Assistant Secretary of the Company to have been duly adopted by the Board of
Directors and to be in full force and effect on the date of such certification
and delivered to the Trustee. Where any provision of this Indenture refers to
action to be taken pursuant to a Board Resolution (including establishment of
any series of the Securities and the forms and terms thereof), such action may
be taken by any committee, officer or employee of the Company authorized to take
such action by a Board Resolution.
"Business Day", when used with respect to any Place of Payment, means any day,
other than a Saturday or Sunday, which is not a day on which banking
institutions generally in that Place of Payment are authorized or required by
law or regulation to be closed, unless otherwise specified in a form of
Security.
"Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, as amended,
or, if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.
"Company" means the Person named as the "Company" in the first paragraph of
this instrument until a successor corporation shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor corporation.
"Company Request" or "Company Order" means a written request or order signed
in the name of the Company by its Chairman of the Board, its President or a Vice
President, and by its Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary and delivered to the Trustee.
2
<PAGE>
"Consolidated Assets" means the gross book value of the assets of the Company
and its Subsidiaries determined on a consolidated basis in accordance
with generally accepted accounting principles.
"Corporate Trust Office" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered,
which office at the date hereof is located at 450 West 33rd Street, New York,
New York 10001.
"Corporation" includes corporations, associations, companies, limited
liability companies, joint stock companies and business trusts.
"Defaulted Interest" has the meaning specified in Section 307.
"Depositary" means, with respect to the Securities of any series issuable or
issued in whole or in part in the form of one or more Global Securities, the
clearing agency registered under the Exchange Act, specified for that purpose as
contemplated by Section 301 or any successor clearing agency registered under
the Exchange Act as contemplated by Section 305, and if at any time there is
more than one such Person, "Depositary" as used with respect to the Securities
of any series shall mean the Depositary with respect to the Securities of such
series.
"Event of Default" has the meaning specified in Section 501.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Global Security" means a Security bearing the legend specified in Section 205
evidencing all or part of a series of Securities, issued to the Depositary for
such series or its nominee, and registered in the name of such Depositary or
nominee.
"Holder" means a Person in whose name a Security is registered in the Security
Register.
"Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of particular series of Securities established as contemplated
by Section 301; provided, however, that, if at any time more than one Person is
acting as Trustee under this instrument due to the appointment of one or more
separate Trustees for any one or more separate series of Securities pursuant to
Section 610(e), "Indenture" shall mean, with respect to such series of
Securities for which any such Person is Trustee, this instrument as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of particular series of Securities
for which such Person is Trustee established as contemplated by Section 301,
exclusive, however, of any provisions or terms which relate solely to other
series of Securities for which such Person is not Trustee, regardless of when
such terms or provisions were adopted, and exclusive of any provisions or terms
adopted by means of one or more indentures supplemental hereto executed and
delivered after such Person had become such Trustee but to which such Person, as
such Trustee, was not a party.
"Indexed Security" means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity may be more or less than the
principal face amount thereof at original issuance.
"Interest", when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, means interest payable
after Maturity.
"Interest Payment Date", when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.
"Lien" or "Liens" has the meaning specified in Section 1003.
"Maturity", when used with respect to any Security, means the date on which
the principal of such Security or an installment of principal becomes due and
payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.
"Officers' Certificate" means a certificate signed by the Chairman of the
Board, the President, a Senior Vice President or a Vice President of the
Company, and by the Treasurer
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or an Assistant Treasurer or the Secretary or an Assistant Secretary of the
Company, and delivered to the Trustee.
"Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Company and, in the case of counsel for the Company, may be either
inside or outside counsel and who shall be reasonably acceptable to the
Trustee, provided that the General Counsel or other chief legal officer of the
Company shall never be deemed unacceptable by the Trustee, which opinion may be
subject to standard qualifications and exceptions.
"Original Issue Discount Security" means any Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502.
"Outstanding", when used with respect to Securities, means, as of the date of
determination, all Securities theretofore authenticated and delivered under this
Indenture, except:
(i) Securities theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;
(ii) Securities for whose payment or redemption money in the necessary
amount has been theretofore deposited with the Trustee or any Paying
Agent (other than the Company) in trust or set aside and segregated in
trust by the Company (if the Company shall act as its own Paying
Agent) for the Holders of such Securities; provided that, if such
Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provision therefor satisfactory to
the Trustee has been made; and
(iii) Securities, except to the extent provided in Sections 403 or as
otherwise specified as contemplated by Section 301 for Securities of
any series, with respect to which the Company has effected defeasance
as provided in Section 403; and
(iv) Securities which have been paid pursuant to Section 306 or in exchange
for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities
in respect of which there shall have been presented to the Trustee
proof satisfactory to it that such Securities are held by a bona fide
purchaser in whose hands such Securities are valid obligations of the
Company;
provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder and for the
purpose of making the calculations required by TIA Section 313, (i) the
principal amount of an Original Issue Discount Security that shall be deemed to
be Outstanding shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon acceleration of the
Maturity thereof pursuant to Section 502, (ii) the principal amount of a
Security denominated in one or more foreign currencies or currency units that
shall be deemed to be Outstanding shall be the U.S. dollar equivalent,
determined in the manner provided as contemplated by Section 301 as of the date
of original issuance of such Security, of the principal amount (or, in the case
of an Original Issue Discount Security, the U.S. dollar equivalent, determined
as of the date of original issuance of such Security, of the amount determined
as provided in (i) above) of such Security as determined by the Company pursuant
to Section 301, (iii) the principal amount of any Indexed Security that may be
counted in making such determination or calculation and that shall be deemed
outstanding for such purpose shall be equal to the principal face amount of such
Indexed Security at original issuance, unless otherwise provided with respect to
such Security pursuant to Section 301, and (iv) Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor shall be disregarded and deemed not to be Outstanding
(provided that in connection with any offer by the Company or any obligor to
purchase Securities, Securities tendered by a Holder shall be Outstanding until
the time of purchase), except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities which the Trustee knows to be so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.
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"Paying Agent" means any Person authorized by the Company to pay the principal
of and/or interest on any Securities on behalf of the Company.
"Periodic Offering" means an offering of Securities of a series from time to
time the specific terms of which Securities, including without limitation the
rate or rates of interest (or formula for determining the rate or rates of
interest), if any, thereon, the Stated Maturity or Maturities thereof and the
redemption provisions, if any, with respect thereto, are to be determined by the
Company or its agents upon the issuance of such Securities.
"Person" means any individual, Corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
"Place of Payment", when used with respect to the Securities of any series,
means the place or places where the principal of (and premium, if any) and/or
interest on the Securities of that series are payable.
"Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security, and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.
"Principal Property" means any manufacturing plant located within the United
States of America and owned or leased by the Company or any Subsidiary except
any plant or plants which the Board of Directors of the Company by resolution
reasonably determines not to be of material importance to the business conducted
by the Company and its subsidiaries taken as a whole.
"Redemption Date", when used with respect to any Security to be redeemed,
means the date fixed for such redemption pursuant to this Indenture.
"Redemption Price", when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.
"Regular Record Date" for the interest payable on any Interest Payment Date on
the Securities of any series means the date specified for that purpose as
contemplated by Section 301, whether or not a Business Day.
"Required Currency" has the meaning specified in Section 311.
"Responsible Officer", when used with respect to the Trustee, means any
officer of the Trustee assigned by it to administer its corporate trust matters.
"Sale and Leaseback Transaction" has the meaning specified in Section 1004.
"Securities" has the meaning stated in the first recital of this Indenture and
more particularly means any Securities authenticated and delivered under this
Indenture; provided, however, that if at any time there is more than one Person
acting as Trustee under this Indenture, "Securities" with respect to the
Indenture as to which such Person is Trustee shall have the meaning stated in
the first recital of this Indenture and shall more particularly mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee.
"Security Register" and "Security Registrar" have the respective meanings
specified in Section 305.
"Special Record Date" for the payment of any Defaulted Interest means a date
fixed by the Trustee pursuant to Section 307.
"Stated Maturity", when used with respect to any Security or any installment
of principal thereof or interest thereon, means the date specified in such
Security as the fixed date on which the principal of such Security or such
installment of principal or interest is due and payable.
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"Subsidiary" means any Corporation, partnership or other entity of which at
the time of determination the Company and/or one or more subsidiaries owns or
controls directly or indirectly more than 50% of the equity interests of the
class or classes having general voting power under ordinary circumstances to
elect at least a majority of the board of directors or comparable governing body
of such entity provided that, for purposes hereof, equity interests which carry
only the right to vote conditionally on the happening of an event shall not be
considered voting equity interests whether or not such event shall have
happened.
"Trustee" means the Person named as the "Trustee" in the first paragraph of
this instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder, and if at any time there is
more than one such Person, "Trustee" as used with respect to the Securities of
any series shall mean the Trustee with respect to Securities of that series.
"Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed, except as provided
in Section 905.
"U.S. Government Obligations" means direct obligations of the United States of
America or any agency or instrumentality thereof, backed by the full faith and
credit of the United States of America which are not callable or redeemable at
the option of the issuer thereof, as well as any depositary receipts issued by a
bank as custodian, with respect to U.S. Government Obligations or payments of
principal of or interest thereon.
"Vice President", when used with respect to the Company, means any vice
president, whether or not designated by a number or a word or words added before
or after the title "vice president".
"Voting Stock", when used with respect to a Corporation, means stock of the
class or classes having general voting power under ordinary circumstances to
elect at least a majority of the board of directors, managers or trustees of
such Corporation (irrespective of whether at the time stock or securities of any
other class or classes shall have or might have voting power by reason of the
happening of any contingency).
SECTION 102. Compliance Certificates and Opinions.
Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Trustee an Officers' Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.
Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (except for certificates provided for in
Section 704(4)) shall include:
(1) a statement that each individual signing such certificate or opinion
has read such covenant or condition and the definitions herein
relating thereto;
(2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;
(3) a statement that, in the opinion of each such individual, he has made
such examination or investigation as is necessary to enable him to
express an informed opinion whether such covenant or condition has
been complied with; and
(4) a statement whether, in the opinion of each such individual, such
condition or covenant has been complied with.
Every such certificate or opinion provided under this Indenture shall be
without personal recourse to the individual executing the same and may include
an express statement to such effect.
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SECTION 103. Form of Documents Delivered to Trustee.
In any case when several matters are required to be certified by, or covered
by an opinion of, any specified Person, it is not necessary that all such
matters be certified by, or covered by the opinion of, only one such Person, or
that they be so certified or covered by only one document, but one such Person
may certify or give an opinion with respect to some matters and one or more
other such Persons as to other matters, and any such Person may certify or give
an opinion as to such matters in one or several documents.
Any certificate or opinion of any officer of the Company may be based, insofar
as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which such officer's certificate or opinion is
based are erroneous. Any such certificate or Opinion of Counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.
Whenever any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument. All applications, requests, consents, certificates,
statements, opinions or other instruments given under this Indenture shall be
without personal recourse to any individual giving the same and may include an
express statement to such effect.
SECTION 104. Acts of Holders.
(a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an
agent duly appointed in writing, and, except as herein otherwise
expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the "Act" of the Holders signing such
instrument or instruments. Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 601) conclusive in
favor of the Trustee and the Company, if made in the manner provided in
this Section.
(b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the
execution thereof. Where such execution is by a signer acting in a
capacity other than such signer's individual capacity, such certificate
or affidavit shall also constitute sufficient proof of such signer's
authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be
proved in any other manner which the Trustee deems sufficient.
(c) The ownership of Securities shall be proved by the Security Register.
(d) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver, vote or other
action, the Company may, at its option, in or pursuant to a Board
Resolution, fix in advance a record date for the determination of
Holders entitled to give such request, demand, authorization,
direction, notice, consent, waiver, vote or other action, but the
Company shall have no obligation to do so. Notwithstanding TIA Section
316(c), such record date shall be the record date specified in or
pursuant to such Board Resolution, which shall be a date not earlier
than the date 30 days prior to the first solicitation of Holders
generally in connection therewith and not later than the date such
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solicitation is completed. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver, vote or other
action may be given before or after such record date, but only the
Holders of record at the close of business on such record date shall be
deemed to be Holders for the purposes of determining whether Holders of
the requisite proportion of Outstanding Securities have authorized or
agreed or consented to such request, demand, authorization, direction,
notice, consent, waiver, vote or other Act, and for that purpose the
Outstanding Securities shall be computed as of such record date; provided
that no such authorization, agreement or consent by the Holders on such
record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than eleven months
after the record date.
(e) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future
Holder of the same Security and the Holder of every Security issued
upon the registration of transfer thereof or in exchange therefor or in
lieu thereof in respect of anything done, omitted or suffered to be
done by the Trustee or the Company in reliance thereon, whether or not
notation of such action is made upon such Security.
SECTION 105. Notices, Etc., to Trustee and Company.
Any request, demand, authorization, direction, notice, consent, waiver or Act
of Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with,
(1) the Trustee by any Holder or by the Company shall be sufficient for
every purpose hereunder if made, given, furnished or filed in writing
to or with a Responsible Officer of the Trustee at its Corporate Trust
Office, Attention: Capital Markets Fiduciary Services, which office at
the date hereof is located at 450 West 33rd Street, New York, New York
10001, or
(2) the Company by the Trustee or by any Holder shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to the Company
addressed to it at the address of its principal office specified in
the first paragraph of this instrument (Attention: Treasurer) or at
any other address previously furnished in writing to the Trustee by
the Company.
SECTION 106. Notice to Holders; Waiver.
Whenever this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at such Holder's address as it appears in the Security Register,
not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders.
In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notice shall be given by such other method as the Company shall reasonably
determine and the same shall constitute a sufficient notification for every
purpose hereunder.
Any request, demand, authorization, direction, notice, consent or waiver
required or permitted under this Indenture shall be in the English language.
Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall
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be filed with the Trustee, but such filing shall not be a condition precedent to
the validity of any action taken in reliance upon such waiver.
SECTION 107. Compliance with Trust Indenture Act.
This Indenture is subject to, and shall be governed by, the provisions of the
Trust Indenture Act that are required to be part of this Indenture. If any
provision hereof limits, qualifies or conflicts with a provision of the Trust
Indenture Act that is required under such Act to be a part of and govern this
Indenture, the latter provision shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that may
be so modified or excluded, the latter provision shall be deemed to apply to
this Indenture as so modified or to be excluded, as the case may be.
SECTION 108. Effect of Headings and Table of Contents.
The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.
SECTION 109. Successors and Assigns.
All covenants and agreements in this Indenture by the Company or the Trustee
shall bind its successors and assigns, whether so expressed or not.
SECTION 110. Separability Clause.
In case any provision in this Indenture or in the Securities shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
SECTION 111. Benefits of Indenture.
Nothing in this Indenture or in the Securities, express or implied, shall give
to any Person, other than the parties hereto, any Authenticating Agent, any
Paying Agent, any Securities Registrar, and their successors hereunder and the
Holders, any benefit or any legal or equitable right, remedy or claim under this
Indenture.
SECTION 112. Governing Law.
This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York, without regard for principles
of conflicts of law thereof.
SECTION 113. Legal Holidays.
Except as may be otherwise specified with respect to any particular
Securities, in any case when any Interest Payment Date, Redemption Date or
Stated Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the
Securities) payment of interest or principal (and premium, if any) need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, provided that no interest shall accrue on such unpaid interest or
principal (and premium, if any) for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may be.
SECTION 114. No Recourse Against Others.
No recourse shall be had for the payment of the principal of (or premium, if
any) or interest, if any, on the Securities or this Indenture, or any part
thereof or hereof, or for any claim based thereon or hereon or otherwise in
respect thereof or hereof, or of the indebtedness represented thereby or hereby,
or upon any obligation, covenant or agreement under the Securities or this
Indenture, against, and no personal liability whatsoever shall attach to, or be
incurred by, any incorporator, shareholder, officer or director, as such, past,
present or future, of (i) the Company or (ii) any predecessor or successor
corporation (either directly or through the Company or a predecessor or
successor corporation), whether by virtue of any constitutional provision,
statute or rule of law, or
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by the enforcement of any assessment or penalty or otherwise. Each Holder by
accepting a Security waives and releases all such liability. Such waiver and
release are part of the consideration for the issuance of the Securities.
ARTICLE TWO
SECURITY FORMS
SECTION 201. Forms Generally.
The Securities of each series shall be in substantially the form set forth in
this Article, or in such other form as shall be established by or pursuant to a
Board Resolution and set forth in an Officers' Certificate or established by one
or more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities. When the form of Securities
of any series is established by action taken pursuant to a Board Resolution, a
copy of an appropriate record of such action shall be certified by the Secretary
or an Assistant Secretary of the Company and delivered to the Trustee at or
prior to the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities.
The Trustee's certificates of authentication shall be in substantially the
form set forth in this Article with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture.
The definitive Securities may be printed, lithographed or engraved on steel
engraved borders or may be produced in any other manner, all as determined by
the officers executing such Securities, as evidenced by their execution of such
Securities.
SECTION 202. Form of Face of Security.
[Insert any legend required by the Internal Revenue Code and the regulations
thereunder.]
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LEGGETT & PLATT, INCORPORATED
--------------------------
No._____________ [$]___________
Leggett & Platt, Incorporated, a corporation duly organized and existing under
the laws of Missouri (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to _______________________, or registered
assigns, the principal sum of _______________ [Dollars] on ____________________
[If the Security is to bear interest prior to Maturity, insert --, and to pay
interest thereon from ___________ or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, [semiannually in arrears
on ______________ and ___________ in each year] [annually in arrears on
___________], commencing ____________, at the rate of __% per annum, until the
principal hereof is paid or made available for payment [If applicable insert --,
and (to the extent that the payment of such interest shall be legally
enforceable) at the rate of ____% per annum on any overdue principal and premium
and on any overdue installment of interest]. The interest so payable, and paid
or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the _________________ [or
_______________] (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture]. [If the Security is not to bear interest prior to
Maturity, insert --. The principal of this Security shall not bear interest
except in the case of a default in payment of principal upon acceleration, upon
redemption or at Stated Maturity and in such case the overdue principal of this
Security shall bear interest at the rate of ____% per annum (to the extent that
the payment of such interest shall be legally enforceable), which shall accrue
from the date of such default in payment to the date payment of such principal
has been made or duly provided for. Interest on any overdue principal shall be
payable on demand. Any such interest on any overdue principal that is not so
paid on demand shall bear interest at the rate of ____% per annum (to the extent
that the payment of such interest shall be legally enforceable), which shall
accrue from the date of such demand for payment to the date payment of such
interest has been made or duly provided for, and such interest shall also be
payable on demand.]
Payment of the principal of (and premium, if any) and [If applicable,
insert -- any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in ___________________, in
such coin or currency [of the United States of America] as at the time of
payment is legal tender for payment of public and private debts [If applicable,
insert --; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register or, in the case of
Holders of $1,000,000 or more in aggregate principal amount of the Securities of
this series denominated and payable in U.S. dollars, by wire transfer to an
account of the Person entitled thereto located in the United States, provided,
that such Person shall have given to the Paying Agent satisfactory wire transfer
instructions by the Regular Record Date preceding the applicable interest
payment date, with reference to the identifying information concerning such
Holder to be found in the Security Register.
[If applicable, insert -- [The Securities of this series are/This Security
is] subject to redemption prior to the Stated Maturity as described on the
reverse hereof.]
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee referred to on the reverse hereof by manual signature,
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this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
Dated:
LEGGETT & PLATT, INCORPORATED
By______________________________
SECTION 203. Form of Reverse of Security.
This Security is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued and to be issued in one or more series
under an Indenture, dated as of [DATE], 1999 (herein called the "Indenture"),
between the Company and The Chase Manhattan Bank, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be
authenticated and delivered. This Security is one of the series designated on
the face hereof [, limited in aggregate principal amount to ____________]. By
the terms of the Indenture, additional Securities [If applicable, insert -- of
this series and] of other separate series, which may vary as to date, amount,
Stated Maturity, interest rate or method of calculating the interest rate and in
other respects as therein provided, may be issued in an unlimited principal
amount.
[If applicable, insert -- [The Securities of this series are/this Security
is] subject to redemption prior to the Stated Maturity hereof upon not less than
30 days' notice by mail to the Person[s] in whose name[s] [the Securities to be
redeemed are/this Security is] registered at the address specified in the
Security Register, [If applicable, insert -- (1) on ___________ in any year
commencing with the year and _____________ ending with the year _____________
through operation of the sinking fund for this series at a Redemption Price
equal to 100% of the principal amount, and (2)] at any time [on or after
_____________], as a whole or in part, at the election of the Company, at the
following Redemption Prices (expressed as percentages of the principal amount):
if redeemed [on or before _______________, _____%, and if redeemed] during the
12-month period beginning of the years indicated,
Redemption Redemption
Year Price Year Price
---- ---------- ---- ----------
and thereafter at a Redemption Price equal to ____% of the principal amount, [If
applicable, insert -- together in the case of any such redemption [If
applicable, insert -- (whether through operation of the sinking fund or
otherwise)] with accrued interest to the Redemption Date, provided, however,
that installments of interest whose Stated Maturity is on or prior to (but not
after) such Redemption Date will be payable to the [Holders of such
Securities/Holder of this Security] (or one or more Predecessor Securities) of
record at the close of business on the relevant Record Dates referred to on the
face hereof, all as provided in the Indenture]. [If there is no sinking fund,
insert -- [The Securities of this series are/This Security is] not subject to
any sinking fund.]
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[If applicable, insert -- [The Securities of this series are/This Security
is] subject to redemption prior to the Stated Maturity hereof upon not less than
30 days' notice by mail to the Person[s] in whose name[s] [the Securities to be
redeemed are/this Security is] registered at the address specified in the
Security Register, (1) on ___________ in any year commencing with the year
_________ and ending with the year ____________ through operation of the sinking
fund for this series at the Redemption Prices (expressed as percentages of the
principal amount) set forth in the table below, and (2) at any time [on or after
___________], as a whole or in part, at the election of the Company, at the
Redemption Prices for redemption otherwise than through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table
below:
Redemption Price
for Redemption Redemption Price for
Through Operation Redemption Otherwise
of the Than Through Operation
Year Sinking Fund of the Sinking Fund
- ------ -------------------- ----------------------
If redeemed during the 12-month period beginning ________________ of the years
indicated, and thereafter at a Redemption Price equal to __% of the principal
amount [If applicable, insert --, together in the case of any such redemption
(whether through operation of the sinking fund or otherwise) with accrued
interest to the Redemption Date, provided, however, that installments of
interest whose Stated Maturity is on or prior to (but not after) such Redemption
Date will be payable to the [Holders of such Securities/Holder of this Security]
(or one or more Predecessor Securities) of record at the close of business on
the relevant Record Dates referred to on the face hereof, all as provided in the
Indenture].]
[The sinking fund for this series provides for the redemption on
____________ in each year beginning with the year _____ and ending with the year
_____ of [not less than] [$]___________ [("mandatory sinking fund") and not more
than [$]__________] aggregate principal amount of Securities of this series.
[Securities of this series acquired or redeemed by the Company otherwise than
through [mandatory] sinking fund payments may be credited against subsequent
[mandatory] sinking fund payments otherwise required to be made -- in the
inverse order in which they become due.]]
[In the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor of any authorized denomination for
the unredeemed portion hereof will be issued in the name of the Holder hereof
upon the cancellation hereof.
[If applicable, insert - The Securities of this series are not redeemable prior
to Stated Maturity.]
[If the Security is not an Original Issue Discount Security, -- If an Event
of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may (subject to the
conditions set forth in the Indenture) be declared due and payable in the manner
and with the effect provided in the Indenture.]
[If the Security is an Original Issue Discount Security, -- If an Event of
Default with respect to Securities of this series shall occur and be continuing,
a lesser amount than the principal amount due at the Stated Maturity of the
Securities of this series may (subject to the conditions set forth in the
Indenture) be declared due and payable in the manner and with the effect
provided in the Indenture. The amount due and payable on this Security in the
event that this Security is declared due and payable prior to the Stated
Maturity hereof shall be -- insert formula for determining the amount. Upon
payment (i) of the amount of principal so declared due and payable and (ii) of
interest on any overdue principal and overdue interest (in each case to the
extent that the payment of such interest shall be legally enforceable), all of
the Company's obligations in respect of the payment of the principal of and
interest, if any, on the Securities of this series shall terminate.]
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The Indenture contains provisions for defeasance at any time of the
Company's obligations in respect of (i) the entire indebtedness of this Note or
(ii) certain restrictive covenants with respect to this Note, in each case upon
compliance with certain conditions set forth therein.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by 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 each series to be affected and, for
certain purposes, without the consent of the Holders of any Securities at the
time Outstanding. The Indenture also contains provisions permitting the Holders
of specified percentages in aggregate principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.
[If the Security is an Original Issue Discount Security, -- In determining
whether the Holders of the requisite principal amount of the Outstanding
Securities have given any request, demand, authorization, direction, notice,
consent or waiver under the Indenture the principal amount of any Original Issue
Discount Security that shall be deemed to be Outstanding shall be the amount of
the principal thereof that would be due and payable as of the date of such
determination upon the acceleration of the Maturity thereof.]
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of (and premium, if any)
and interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or such Holder's attorney
duly authorized in writing, and thereupon one or more new Securities of this
series, of like tenor and of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of [$1,000] and any amount in excess thereof which is
an integral multiple of [$1,000]. As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
and of like tenor of a different authorized denomination, as requested by the
Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered in the Security Register as the
owner hereof for all purposes, whether or not this Security be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.
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The Securities shall be governed by and construed in accordance with the laws
of the State of New York, without regard for principles of conflicts of law.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
SECTION 204. Form of Trustee's Certificate of Authentication.
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
The Chase Manhattan Bank
as Trustee
By_______________________________
Authorized Officer
SECTION 205. Form of Legend for Global Securities.
Any Global Security authenticated and delivered hereunder shall, in
addition to the provisions contained in Sections 202 and 203, bear a legend in
substantially the following form or such other form as may be required by the
Depositary:
"Unless this certificate is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) to the
issuer or to its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or such
other name as requested by an authorized representative of The Depository
Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
since the registered owner hereof, Cede & Co., has an interest herein."
ARTICLE THREE
THE SECURITIES
SECTION 301. Amount Unlimited; Issuable in Series.
The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.
The Securities may be issued in one or more series. Securities of any one
series need not be issued at the same time, and unless specifically provided
otherwise, a series may be reopened, without the consent of the Holders, for
issuances of additional securities of such series.
There shall be established by or pursuant to a Board Resolution and, subject
to Section 303, set forth or determined in the manner provided in an Officers'
Certificate or established in one or more indentures supplemental hereto, prior
to the initial issuance of Securities of any series, (each of which (except for
the matters set forth in clauses (1), (2), (11) and (12) below), if so provided,
may be determined from time to time by the Company with respect to unissued
Securities of the series when issued from time to time):
(1) the title of the Securities of the series (which shall distinguish the
Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of the
series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of
the series pursuant to Section 304, 305, 306, 906, 1107 and except for
any Securities which, pursuant to Section 303, are deemed never to
have been authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall be
payable, if other than the Person in whose name that Security (or one
or more
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<PAGE>
Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest;
(4) the date or dates on which the principal or installments of principal
of the Securities of the series is or are payable and any rights to
extend such date or dates;
(5) the rate or rates at which the Securities of the series shall bear
interest, if any, or the formula pursuant to which such rate or rates
shall be determined, the date or dates from which such interest shall
accrue or the method by which such date or dates shall be determined,
and the basis on which interest shall be calculated if other than that
of a 360-day year of twelve 30-day months; the Interest Payment Dates
on which such interest shall be payable and the Regular Record Date
for the interest payable on any Interest Payment Date or the method by
which such date or dates shall be determined;
(6) the place or places where the principal of (and premium, if any) and
interest on Securities of the series shall be payable, any Securities
of the series may be surrendered for registration of transfer or
exchange and notices and demands to or upon the Company with respect
to the Securities of the series and this Indenture may be served;
(7) the period or periods within which, the price or prices at which and
the terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company;
(8) the obligation, if any, of the Company to redeem or purchase
Securities of the series pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof and the period or
periods within which, the price or prices at which and the terms and
conditions upon which Securities of the series shall be redeemed or
purchased, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 or any amount in excess thereof
which is an integral multiple of $1,000, the denominations in which
Securities of the series shall be issuable;
(10) the currency, currencies or currency units in which payment of the
principal of and any premium and interest on any Securities of the
series shall be payable if other than the currency of the United
States of America, the manner of determining the U.S. dollar
equivalent of the principal amount thereof for purposes of the
definition of "Outstanding" in Section 101, and the particular
provisions applicable to such Securities of such series in accordance
with, in addition to, or in lieu of any provisions of this Indenture;
(11) any other event or events of default applicable with respect to
Securities of the series in addition to or in lieu of those provided
in Section 501(1) through (6), or any deletions or modifications
thereof;
(12) any other restrictive covenants applicable with respect to the
Securities of the series in addition to or in lieu of those provided
in this Indenture, or any deletions thereof;
(13) the extent to which the provisions of Sections 403 and 1005 shall be
inapplicable to the securities of the series and any provisions in
modifications of, in addition to or in lieu of any provisions of
Section 403 and 1005;
(14) if less than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to
Section 502;
(15) any index used to determine the amount of payment of principal of
and any premium and interest on the Securities of the series;
(16) whether the Securities of the series shall be issued in whole or in
part in the form of one or more Global Securities and, if so, (a) the
Depositary with respect to such Global Security or Securities and (b)
the circumstances under which any such Global Security may be
exchanged for Securities
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registered in the name of, and any transfer of such Global Security
may be registered to, a Person other than such Depositary or its
nominee, if other than as set forth in Section 305;
(17) if principal of or any premium or interest on the Securities of a
series is denominated or payable in a currency or currencies other
than the currency of the United States of America, whether and under
what terms and conditions the Company may be discharged from
obligations pursuant to Sections 403 and 1005 with respect to
Securities of such series;
(18) if other than the Trustee, the identity of each Security Register
and/or Paying Agent; and
(19) any other terms of the series (which terms shall not be inconsistent
with the provisions of this Indenture, except as permitted by Section
901(5)).
All Securities of any one series (other than Securities offered in a
Periodic Offering) shall be substantially identical except as to denomination
and except as may otherwise be provided by or pursuant to the Board Resolution
referred to above and, subject to Section 303, set forth, or determined in the
manner provided, in the Officers' Certificate referred to above or in any such
indenture supplemental hereto.
If any of the terms of the series are established by action taken pursuant to
a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth, or providing the manner of determining, the terms of
the series.
With respect to Securities of a series offered in a Periodic Offering, such
Board Resolution and Officers' Certificate or supplemental indenture may provide
general terms or parameters for Securities of such series and provide either
that the specific terms of particular Securities of such series shall be
specified in a Company Order or that such terms shall be determined by the
Company or its agents in accordance with other procedures specified in a Company
Order as contemplated by the third paragraph of Section 303.
SECTION 302. Denominations.
Unless otherwise provided in the applicable Officers' Certificate or
supplemental indenture, the Securities of each series shall be issued in
registered form without coupons in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such provisions with respect
to the Securities of any series, the Securities of such series shall be issuable
in denominations of $1,000 or any amount in excess thereof which is an integral
multiple of $1,000.
SECTION 303. Execution, Authentication, Delivery and Dating.
The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its President or one of its Vice Presidents. The signature of any
of these officers on the Securities may be manual or facsimile.
Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.
At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities, or, in
the case of Securities offered in a Periodic Offering, the Trustee shall
authenticate and deliver such Securities from time to time in accordance with
such other procedures (including, without limitation, the receipt by the Trustee
of electronic instructions from the Company or its duly authorized agents,
promptly confirmed in writing by the Company) acceptable to the Trustee as may
be
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specified from time to time by a Company Order for establishing the specific
terms of particular Securities being so offered. If the form or forms or terms
of the Securities of the series have been established by or pursuant to one or
more Board Resolutions as permitted by Sections 201 and 301, in authenticating
such Securities and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to
receive, and (subject to Section 601) shall be fully protected in relying upon,
an Opinion of Counsel substantially to the effect:
(a) that the form or forms of such Securities have been established in
conformity with the provisions of this Indenture;
(b) that the terms of such Securities have been established in conformity
with the provisions of this Indenture;
(c) that such Securities, when authenticated and delivered by the Trustee,
issued by the Company, completed by appropriate insertions and
executed and delivered by the Company to the Trustee for
authentication in accordance with this Indenture and paid for by the
purchasers thereof in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company, enforceable in accordance
with their terms, subject to bankruptcy, insolvency, reorganization
and other laws of general applicability relating to or affecting the
enforcement of creditors' rights and to general equity principles and
to such other qualifications as such counsel shall conclude do not
materially affect the rights of the Holders of such Securities;
provided, however, that, with respect to Securities of a series offered in a
Periodic Offering, the Trustee shall be entitled to receive such Opinion of
Counsel in connection only with the first authentication of each form of
Securities of such series and that the opinions described in Clauses (b) and (c)
above may state, respectively, that
(b) if the terms of such Securities are to be established pursuant to a
Company Order or pursuant to such procedures as may be specified from
time to time by a Company Order, all as contemplated by a Board
Resolution or action taken pursuant thereto, such terms will have been
duly authorized by the Company and established in conformity with the
provisions of this Indenture; and
(c) that such Securities, when completed by appropriate insertions and
executed and delivered by the Company to the Trustee for
authentication in accordance with this Indenture, when executed by the
Company, completed, authenticated and delivered by the Trustee in
accordance with this Indenture, and issued and delivered by the
Company and paid for, all in accordance with any agreement of the
Company relating to the offering, issuance and sale of such
Securities, will be duly issued under this Indenture and will
constitute valid and legally binding obligations of the Company,
enforceable in accordance with their terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws relating to or
affecting generally the enforcement of creditors' rights and to
general principles of equity and to such other qualifications as such
counsel shall conclude do not materially affect the rights of the
Holders of such Securities.
With respect to Securities of a series offered in a Periodic Offering, the
Trustee may rely, as to the authorization by the Company of any of such
Securities, the form or forms and terms thereof and the legality, validity,
binding effect and enforceability thereof, upon the Opinion of Counsel, Company
Order and other documents delivered pursuant to Sections 201 and 301 and this
Section, as applicable, in connection with the first authentication of a form of
Securities of such series and it shall not be necessary for the Company to
deliver such Opinion of Counsel and other documents (except as may be required
by the specified other procedures, if any, referred to above) at or prior to the
time of authentication of each Security of such series unless and until the
Trustee receives notice that such Opinion of Counsel or other documents have
been superseded or revoked, and may assume compliance with any conditions
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<PAGE>
specified in such Opinion of Counsel (other than any conditions to be performed
by the Trustee). If such form or forms or terms have been so established, the
Trustee shall not be required to authenticate such Securities if the issue of
such Securities pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee.
Each Security shall be dated the date of its authentication.
No Security shall be entitled to any benefit under this Indenture or be valid
or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature of an authorized officer, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 309 together
with a written statement (which need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel) stating that such Security has never been
issued and sold by the Company, for all purposes of this Indenture such Security
shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.
SECTION 304. Temporary Securities.
Pending the preparation of definitive Securities of any series, the Company
may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of such
Securities. In the case of Securities of any series, such temporary Securities
may be in global form.
Except in the case of temporary Securities in global form or as otherwise
provided in or pursuant to a Board Resolution, if temporary Securities of any
series are issued, the Company will cause definitive Securities of that series
to be prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of like tenor of such series upon
surrender of the temporary Securities of such series at the office or agency of
the Company in a Place of Payment for that series, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities of any
series the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor a like principal amount of definitive Securities of the
same series and of like tenor and of any authorized denominations. Until so
exchanged the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series and tenor.
SECTION 305. Registration, Registration of Transfer and Exchange.
The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby
appointed "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided.
Subject to the provisions of this Section 305, upon surrender for
registration of transfer of any Security of any series at the office or agency
of the Company in any Place of Payment for such series, the Company shall
execute and the Trustee shall authenticate and deliver (in the name of the
designated transferee or transferees) one or more new Securities of the same
series, of any authorized denominations and of a like aggregate principal amount
and tenor.
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Subject to the provisions of this Section 305, at the option of the Holder,
Securities of any series may be exchanged for other Securities of the same
series, of any authorized denominations and of a like aggregate principal amount
and tenor, upon surrender of the Securities to be exchanged at the office or
agency of the Company in any Place of Payment for such series. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.
All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt and entitled to the same benefits under this Indenture as the Securities
surrendered upon such registration of transfer or exchange.
Every Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed, by the Holder thereof or
such Holder's attorney duly authorized in writing.
No service charge shall be made for any registration of transfer or exchange
of Securities, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 304, 906 or 1107 not involving any transfer.
The Company or the Trustee, as applicable, may but shall not be required (i)
to issue, register the transfer of or exchange Securities of any series during a
period beginning at the opening of business 15 days before the day of the
mailing of a notice of redemption of Securities of that series selected for
redemption under Section 1103 and ending at the close of business on the day of
such mailing, or (ii) to register the transfer of or exchange any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.
Notwithstanding the foregoing, except as otherwise specified as contemplated
by Section 301, any Global Security shall be exchangeable pursuant to this
Section 305 for Securities registered in the name of Persons other than the
Depositary for such Security or its nominee only if (i) such Depositary notifies
the Company that it is unwilling or unable to continue as Depositary for such
Global Security or if at any time such Depositary ceases to be a clearing agency
registered under the Exchange Act and the Company does not appoint a successor
Depositary within 90 days after it receives such notice or after it becomes
aware of such cessation, (ii) the Company executes and delivers to the Trustee a
Company Order that such Global Security shall be so exchangeable or (iii) there
shall have occurred and be continuing an Event of Default with respect to the
Securities of such series. Upon the occurrence in respect of any Global Security
of any series of any one or more of the conditions specified in Clauses (i),
(ii) or (iii) of the preceding sentence or such other conditions as may be
specified as contemplated by Section 301 for such series, such Global Security
may be exchanged for Securities not bearing the legend specified in Section 205
and registered in the names of such Persons as may be specified by the
Depositary (including Persons other than the Depositary).
Notwithstanding any other provision of this Indenture (except the provisions
of the preceding paragraph), a Global Security may not be transferred except as
a whole by the Depositary for such Global Security to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary.
SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.
If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding.
If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
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any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its written request the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.
In case any such mutilated, destroyed, lost or stolen Security has become or
is about to become due and payable, the Company in its discretion may, instead
of issuing a new Security, pay such Security.
Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.
Every new Security of any series issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.
The provisions of this Section are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities.
SECTION 307. Payment of Interest; Interest Rights Preserved.
Unless otherwise provided as contemplated by Section 301 with respect to any
series of Securities, interest on any Security which is payable, and is paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered
in the Security Register at the close of business on the Regular Record Date for
such Interest Payment Date provided, however, that each installment of interest
on any Security may at the Company's option be paid by (i) mailing a check for
such interest, payable to or upon the written order of the Person entitled
thereto pursuant to Section 308, to the address of such Person as it appears on
the Security Register or (ii) in the case of Holders of $1,000,000 or more in
aggregate principal amount of Securities of a series denominated and payable in
U.S. dollars, by wire transfer to an account of the Person entitled thereto
located in the United States, provided, that such Person shall have given to the
Paying Agent satisfactory wire transfer instructions and identifying information
concerning such Holder to be found in the Security Register by the Regular
Record Date preceding the applicable interest payment date.
Except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 301, any interest on any Security of
any series which is payable but is not paid or duly provided for on any Interest
Payment Date (herein called "Defaulted Interest") shall forthwith cease to be
payable to the Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in Clause (1) or (2) below:
(1) The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of
business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company
shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each Security of such series and the
date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit
prior to the date of the proposed payment, such money when deposited
to be held in trust for the benefit of the Persons entitled to
such Defaulted Interest as in this Clause provided. Thereupon the
Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company of
such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first-
class postage prepaid, to
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each Holder of Securities of such series at such Holder's address as
it appears in the Security Register, not less than 10 days prior to
such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so
mailed, such Defaulted Interest shall be paid to the Persons in whose
names the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following
Clause (2).
(2) The Company may make payment of any Defaulted Interest on the
Securities of any series in any other lawful manner not inconsistent
with the requirements of any securities exchange on which such
Securities may be listed, and upon such notice as may be required by
such exchange, if, after notice given by the Company to the Trustee of
the proposed payment pursuant to this Clause, such manner of payment
shall be deemed practicable by the Trustee.
Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of, or in exchange
for, or in lieu of, any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.
SECTION 308. Persons Deemed Owners.
Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered in the Security Register as the
owner of such Security for the purpose of receiving payment of principal of (and
premium, if any) and (subject to Section 307) interest on such Security and for
all other purposes whatsoever, whether or not such Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.
No holder of any beneficial interest in any Global Security held on its behalf
by a Depositary (or its nominee) shall have any rights under this Indenture with
respect to such Global Security or any Security represented thereby, and such
Depositary may be treated by the Company, the Trustee, and any agent of the
Company or the Trustee as the owner of such Global Security or any Security
represented thereby for all purposes whatsoever. None of the Company, the
Trustee nor any agent of the Company or the Trustee will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests of a Global Security or maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests. Notwithstanding the foregoing, with respect to any Global Security,
nothing herein shall prevent the Company, the Trustee, or any agent of the
Company or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by a Depositary or impair, as between a
Depositary and such holders of beneficial interest, the operation of customary
practices governing the exercise of the rights of the Depositary (or its
nominees) as Holder of any Security.
SECTION 309. Cancellation.
All Securities surrendered for payment, redemption, registration of transfer
or exchange or for credit against any sinking fund payment shall, if surrendered
to any Person other than the Trustee, be delivered to the Trustee and shall be
promptly canceled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to
the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
canceled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities canceled as provided in this Section, except as
expressly permitted by this Indenture. All canceled Securities held by the
Trustee shall be disposed of in accordance with its customary procedures.
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SECTION 310. Computation of Interest.
Except as otherwise specified as contemplated by Section 301 for Securities
of any series, interest on the Securities of each series shall be computed on
the basis of a 360-day year of twelve 30-day months.
SECTION 311. Payment to be in Proper Currency.
In the case of any Securities denominated in any currency (the "Required
Currency") other than United States of America dollars, except as otherwise
provided therein, the obligation of the Company to make any payment of
principal, premium or interest thereon shall not be discharged or satisfied by
any tender by the Company, or recovery by the Trustee, in any currency other
than the Required Currency, except to the extent that such tender or recovery
shall result in the Trustee timely holding the full amount of the Required
Currency then due and payable. If any such tender or recovery is in a currency
other than the Required Currency, the Trustee may take such actions as it
considers appropriate to exchange such currency for the Required Currency. The
costs and risks of any such exchange, including without limitation the risks of
delay and exchange rate fluctuation, shall be borne by the Company, the Company
shall remain fully liable for any shortfall or delinquency in the full amount of
Required Currency then due and payable, and in no circumstances shall the
Trustee be liable therefor except in the case of its negligence or willful
misconduct.
ARTICLE FOUR
SATISFACTION AND DISCHARGE
SECTION 401. Satisfaction and Discharge of Indenture.
This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when
(1) either
(A) all Securities theretofore authenticated and delivered (other
than (i) Securities which have been destroyed, lost or stolen and
which have been replaced or paid as provided in Section 306 and
(ii) Securities for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Company
and thereafter repaid to the Company or discharged from such
trust, as provided in Section 1002) have been delivered to the
Trustee for cancellation; or
(B) all such Securities not theretofore delivered to the Trustee for
cancellation
(i) have become due and payable, or
(ii) will become due and payable at their Stated Maturity
within one year, or
(iii) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the
expense, of the Company, and the Company, in the case of
(i), (ii) or (iii) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust for the
purpose an amount, in the currency in which such Securities
are payable, sufficient to pay and discharge the entire
indebtedness on such Securities not theretofore delivered
to the Trustee for cancellation, for principal (and
premium, if any) and interest to the date of such deposit
(in the case of Securities which have become due and
payable) or to the respective Stated Maturity or Redemption
Date, as the case may be;
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(2) the Company has paid or caused to be paid all other sums payable
hereunder by the Company, and
(3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and
discharge of this Indenture have been complied with.
Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607 and, if money shall
have been deposited with the Trustee pursuant to Subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1002, shall survive.
SECTION 402. Application of Trust Money.
Subject to provisions of the last paragraph of Section 1002, all money and
U.S. Government Obligations (including the proceeds thereof) deposited with the
Trustee or other qualifying trustee referred to in Section 403 or 1005 (solely
for purposes of the first two paragraphs of this Section, the Trustee and any
such other trustee are referred to collectively as the Trustee) pursuant to
Section 401 or 403 or 1005 shall be held in trust and applied by it, in
accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money has been deposited with the Trustee but such money need not
be segregated from other funds except to the extent required by law.
The Company shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 403 or 1005 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of Outstanding Securities.
Any trustee appointed pursuant to Section 403 or 1005 for the purpose
of holding trust funds deposited pursuant to said Sections shall be appointed
under an agreement in form acceptable to the Trustee and shall provide to the
Trustee a certificate of such trustee, upon which certificate the Trustee shall
be entitled to conclusively rely, that all conditions precedent provided for
herein to the related defeasance and discharge have been complied with. In no
event shall the Trustee be liable for any acts or omissions of said trustee.
SECTION 403. Defeasance and Discharge of Indenture.
The following provisions shall apply to the Securities of each series
denominated or payable in the currency of the United States of America unless
specifically otherwise provided in a Board Resolution, Officers' Certificate or
indenture supplemental hereto provided pursuant to Section 301. The Company
shall be deemed to have paid and discharged the entire indebtedness on all the
Outstanding Securities of such series on the 123rd day after the date of the
deposit referred to in subparagraph (d) hereof, and the provisions of this
Indenture, as it relates to such Outstanding Securities, shall no longer be in
effect (and the Trustee, at the expense of the Company, shall at Company
Request, execute proper instruments acknowledging the same), except as to:
(a) the rights of Holders of Securities to receive, from the trust funds
described in subparagraph (d) hereof, (i) payment of the principal of
or interest on the Outstanding Securities on the Stated Maturity of
such principal or installment of principal or interest or on the
Redemption Date therefor and (ii) the benefit of any mandatory
sinking fund payments applicable to the Securities on the day on which
such payments are due and payable in accordance with the terms of this
Indenture and the Securities;
(b) the Company's obligations with respect to such Securities under
Sections 305, 306, 1001 and 1002; and
(c) the rights, powers, trusts, duties and immunities of the Trustee
hereunder;
provided that, the following conditions shall have been satisfied:
(d) The Company has irrevocably deposited or caused to be irrevocably
deposited with the Trustee (or another trustee satisfying the
requirements of Section 609) as trust funds in the trust, specifically
pledged as security for, and dedicated solely to, the benefit of the
Holders of the Securities, (i) money in an amount, or (ii) U.S.
Government Obligations which through the payment of interest and
principal in respect thereof in accordance with their terms will
provide not later than one day before the due date of any payment
referred to in clause (A) or (B) of this subparagraph (d) money in an
amount or (iii) a combination thereof, sufficient, in the opinion of a
nationally recognized firm of independent certified public accountants
expressed in a written certification thereof delivered to the Trustee,
to pay and discharge (A) the principal of (and premium, if any) and
each installment of principal of (and premium, if any) and interest on
the Outstanding Securities on the Stated Maturity of such principal or
installment of principal and interest or on the Redemption Date
therefor
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and (B) any mandatory sinking fund payments applicable to the
Securities on the day on which such payments are due and payable in
accordance with the terms of this Indenture and of the Securities;
(e) such deposit shall not cause the Trustee with respect to the
Securities to have a conflicting interest for purposes of the Trust
Indenture Act with respect to the Securities;
(f) such deposit will not result in a breach or violation of, or
constitute a default under, this Indenture or any other material
agreement or instrument to which the Company is a party or by which it
is bound;
(g) such provision would not cause any Outstanding Securities then listed
on the New York Stock Exchange or other securities exchange to be de-
listed as a result thereof;
(h) no Event of Default or event which with notice or lapse of time would
become an Event of Default with respect to the Securities shall have
occurred and be continuing on the date of such deposit or during the
period ending on the 123rd day after such date;
(i) the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel stating that the Company has received from, or
there has been published by, the Internal Revenue Service a ruling or
since the date of this instrument, there has been a change in Federal
income tax law, in either case, to the effect that, Holders of the
Securities will not recognize income, gain or loss for Federal income
tax purposes as a result of such deposits, defeasance and discharge
and will be subject to Federal income tax on the same amount and in
the same manner and at the same times, as would have been the case if
such deposit, defeasance and discharge had not occurred;
(j) if the money and/or U.S. Government Obligations deposited in trust
pursuant to this Section are sufficient to pay and discharge such
Securities on a Redemption Date, then at or prior to the time of such
deposit, either notice of such redemption shall have been given in
accordance with Section 1104 or the Company shall have irrevocably
instructed the Trustee to give such notice of redemption and
arrangements satisfactory to the Trustee for the giving of such
notice by the Trustee in the name, and at the expense, of the Company
shall have been made; and
(k) the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that all conditions precedent
relating to the defeasance contemplated by this Section have been
complied with.
ARTICLE FIVE
REMEDIES
SECTION 501. Events of Default.
"Event of Default", wherever used herein with respect to Securities of any
series, and unless otherwise provided with respect to Securities of any series
pursuant to Section 301, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(1) default in the payment of any interest upon any Security of that
series when it becomes due and payable, and continuance of such
default for a period of 30 days; or
(2) default in the payment of the principal of any Security of that series
at its Maturity; or
(3) default in the deposit of any sinking fund payment, when and as due by
the terms of a Security of that series, and continuance of such
default for a period of 30 days; or
(4) default in the performance, or breach, of any covenant of the Company
in this Indenture (other than a covenant a default in whose
performance or whose breach is elsewhere in this Section specifically
dealt with or which has expressly been included in this Indenture
solely for the benefit of a series of one or more Securities other
than that series), and continuance of such default or breach for a
period of 60 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and
the Trustee by the Holders of at least 25% in aggregate principal
amount
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of the Outstanding Securities of that series a written notice
specifying such default or breach and requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder; or
(5) default as defined in any other indenture, loan or credit agreement or
other instrument evidencing or under which the Company has outstanding
indebtedness for borrowed money in a principal amount exceeding
$50,000,000, shall be continuing and such indebtedness shall have been
accelerated so that it has been declared due and payable in full prior
to its stated maturity, and such acceleration shall not be rescinded
or annulled or such indebtedness shall not be discharged within 10
days after written notice of such acceleration has been given, by
registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by Holders of at least 25% in aggregate
principal amount of the Outstanding Securities of that series;
provided, however, that if such Event of Default is remedied or cured
by the Company or waived by the Holders of such indebtedness, then the
Event of Default hereunder by reason thereof shall be deemed to have
been remedied, cured or waived without further action by the Holders;
or
(6) (a) the commencement by the Company of a voluntary case under any
applicable Federal or state bankruptcy, insolvency or other similar
law, or (b) the consent by it to the entry of an order for relief in
an involuntary case under any applicable Federal or state bankruptcy,
insolvency or other similar law, or (c) the consent by it to the
appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official
of the Company or of all or substantially all of its property, or (d)
the making by it of a general assignment for the benefit of creditors,
or (e) the failure generally to pay its debts as they become due, or
(f) the taking of corporate action by the Company or its directors or
shareholders owning a majority of outstanding common stock in
furtherance of any such action, or (g) the entry by a court having
jurisdiction in the premises of a decree or order for relief in
respect of the Company in an involuntary case under any applicable
Federal or state bankruptcy, insolvency, or other similar law now or
hereafter in effect, or appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the
Company or of all or substantially all of its property, or ordering
the winding up or liquidation of its affairs, and the continuance of
such decree or order unstayed and in effect for a period of 90
consecutive days; or
(7) any other Event of Default provided with respect to Securities of that
series as provided in Section 301.
SECTION 502. Acceleration of Maturity; Rescission and Annulment.
If an Event of Default with respect to Outstanding Securities of any series
occurs and is continuing, then and in every such case the Trustee or the Holders
of at least 25% in principal amount of the Outstanding Securities of that series
may declare the principal amount (or, if any of the Securities are Original
Issue Discount Securities or Indexed Securities, such portion of the principal
as may be specified in the terms thereof) of all of the Securities of that
series to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by Holders), and upon any such declaration such
principal amount (or specified portion thereof) shall become immediately due and
payable.
At any time after such a declaration of acceleration with respect to
Outstanding Securities of any series has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article provided, the Holders of a majority in aggregate
principal amount of the Outstanding Securities of that series, by written notice
to the Company and the Trustee, may rescind and annul such declaration and its
consequences if
(1) the Company has paid or deposited with the Trustee a sum sufficient to
pay:
(A) all overdue interest on all Outstanding Securities of that series,
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(B) the principal of (and premium, if any, on) any Outstanding
Securities of that series which have become due otherwise than by
such declaration of acceleration and interest thereon at the rate
or rates prescribed therefor in such Securities,
(C) to the extent that payment of such interest is lawful, interest
upon overdue interest at the rate or rates prescribed therefor in
such Securities, and
(D) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 607; and
(2) all Events of Default with respect to Securities of that series, other
than the non-payment of the principal of Securities of that series
which have become due solely by such declaration of acceleration, have
been cured or waived as provided in Section 513.
No such rescission shall affect any subsequent default or impair any right
consequent thereon.
SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee.
The Company covenants that if:
(1) default is made in the payment of any interest on any Security of any
series when such interest becomes due and payable and such default
continues for a period of 30 days,
(2) default is made in the payment of the principal of (or premium, if
any, on) any Security of any series at the Maturity thereof, or
(3) default is made in the deposit of any sinking fund payment, when and
as due by the terms of any Security of any series, and continuance of
such default for a period of 30 days,
the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Security of such series, the whole amount then due and payable
on such Security for principal (and premium, if any) and interest and, to the
extent that payment of such interest shall be legally enforceable, interest on
any overdue principal (and premium, if any) and on any overdue interest at the
rate or rates prescribed therefor in such Security, and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.
If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Security and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Security, wherever
situated.
If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.
SECTION 504. Trustee May File Proofs of Claim.
In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or all or substantially all of the property of the Company or of such
other obligor, the Trustee (irrespective of whether the principal of the
Securities of any series shall then be due and payable as therein expressed or
by declaration or otherwise and irrespective of whether the Trustee shall have
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made any demand on the Company for the payment of overdue principal or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,
(i) to file and prove a claim for the whole amount of principal (and
premium, if any) or such portion of the principal amount of any
series of Original Issue Discount Securities as may be specified
in the terms of such series and interest owing and unpaid in
respect of the Securities and to file such other papers or
documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607) and of the Holders allowed in such
judicial proceeding, and
(ii) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.
Nothing herein contained shall be deemed to authorize the Trustee to authorize
or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.
SECTION 505. Trustee May Enforce Claims Without Possession of Securities.
All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and for any other amounts due
the Trustee under Section 607, be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered.
SECTION 506. Application of Money Collected.
Any money collected by the Trustee pursuant to this Article shall be applied
in the following order, at the date or dates fixed by the Trustee and, in case
of the distribution of such money on account of principal (or premium, if any)
or interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:
FIRST: To the payment of all amounts due the Trustee under Section
607; and
SECOND: To the payment of the amounts then due and unpaid for principal of
(and premium, if any) and interest on the Securities in respect of which or
for the benefit of which such money has been collected, ratably, without
preference or priority of any kind, according to the amounts due and
payable on such Securities for principal (and premium, if any) and
interest, respectively; and
THIRD: The balance, if any, to the Person or Persons entitled thereto.
SECTION 507. Limitation on Suits.
No Holder of any Security of any series shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for
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the appointment of a receiver or trustee, or for any other remedy hereunder,
unless
(1) such Holder has previously given written notice to the Trustee of a
continuing Event of Default with respect to the Securities of that
series;
(2) the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written request
to the Trustee to institute proceedings in respect of such Event of
Default in its own name as Trustee hereunder;
(3) such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred
in compliance with such request;
(4) the Trustee, for 60 days after its receipt of such notice, request and
offer of indemnity, has failed to institute any such proceeding; and
(5) no direction inconsistent with such written request has been given to
the Trustee during such 60-day period by the Holders of a majority in
principal amount of the Outstanding Securities of that series;
it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.
SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and
Interest.
Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of (and premium, if any) and (subject to Section 307)
interest on such Security on the Stated Maturity or Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.
SECTION 509. Restoration of Rights and Remedies.
If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, subject to any determination in
such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.
SECTION 510. Rights and Remedies Cumulative.
Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
306, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.
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SECTION 511. Delay or Omission Not Waiver.
No delay or omission of the Trustee or of any Holder of any Securities to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.
SECTION 512. Control by Holders.
The Holders of a majority in aggregate principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that
(1) such direction shall not be in conflict with any rule of law or with
this Indenture,
(2) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction, and
(3) subject to the provisions of Section 601, the Trustee shall have the
right to decline to follow any such direction if after consultation
with counsel the Trustee in good faith shall determine that the
proceeding so directed would involve the Trustee in personal
liability.
SECTION 513. Waiver of Past Defaults.
The Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities of any series may, on behalf of the Holders of all the
Securities of such series, waive any past default hereunder with respect to such
series and its consequences, except a default
(1) in the payment of the principal of (or premium, if any) or interest on
any Security of such series, or
(2) in respect of a covenant or provision hereof which under Article Nine
cannot be modified or amended without the consent of the Holder of
each Outstanding Security of such series affected;
provided that, a majority in aggregate principal amount of Outstanding
Securities may rescind and annul a declaration of payment due as provided in
Section 502.
Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.
SECTION 514. Undertaking for Costs.
All parties to this Indenture agree, and each Holder of any Security by such
Holder's acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; provided,
however, that the provisions of this Section shall not apply to any suit
instituted by the Company, to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% in principal amount of the Outstanding Securities of any series, or to
any suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Security on or after the
Stated Maturity or Maturities expressed in such Security.
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ARTICLE SIX
THE TRUSTEE
SECTION 601. Certain Duties and Responsibilities.
The duties and responsibilities of the Trustee shall be as required by the
Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights and powers, if it shall have reasonable
grounds after consultation with counsel for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to it. Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.
SECTION 602. Notice of Defaults.
Within 90 days after the occurrence of any default hereunder with respect to
the Securities of any series, the Trustee shall transmit by mail to all Holders
of Securities of such series, as their names and addresses appear in the
Security Register, notice of such default hereunder known to the Trustee, unless
such default shall have been cured or waived; provided however, that, except in
the case of a default in the payment of the principal of (or premium, if any) or
interest on any Security of such series or in the payment of any sinking fund
installment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders of Securities of such series; and
provided, further, that in the case of any default of the character specified in
Section 501(4) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence thereof. For
the purpose of this Section, the term "default" means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.
SECTION 603. Certain Rights of Trustee.
Subject to the provisions of Section 601:
(a) the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or
document believed by it to be genuine and to have been signed or
presented by the proper party or parties;
(b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order or as
otherwise expressly provided herein and any resolution of the Board of
Directors may be sufficiently evidenced by a Board Resolution;
(c) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee
(unless other evidence be herein specifically prescribed) may, in the
absence of bad faith on its part, rely upon an Officers' Certificate;
(d) the Trustee may consult with counsel and the written advice of such
counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon;
(e) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders
shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by
it in compliance with such request or direction;
(f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other
paper or document, but the
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Trustee, in its discretion, may make such further inquiry or
investigation into such fact or matters as it may see fit, and, if the
Trustee shall determine to make such further inquiry or investigation,
it shall be entitled to examine the books, records and premises of the
Company, personally or by agent or attorney;
(g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents
or attorneys and the Trustee shall not be responsible for any
misconduct or negligence on the part of any agent or attorney
appointed with due care by it hereunder;
(h) the Trustee shall not be liable for any action taken, suffered or
omitted by it in good faith and believed by it to be authorized or
within the discretion, rights or powers conferred upon it by this
Indenture; and
(i) the Trustee shall not be charged with knowledge of any default or
Event of Default hereunder unless (i) a Responsible Officer shall have
actual knowledge thereof or (ii) the Trustee shall have received
notice thereof in accordance with Section 105 from the Company or any
Holder.
SECTION 604. Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities. The Trustee or any
Authenticating Agent shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof.
SECTION 605. May Hold Securities.
The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to TIA
Sections 310(b) and 311, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.
SECTION 606. Money Held in Trust.
Money held by the Trustee in trust hereunder need not be segregated from other
funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed with the Company.
SECTION 607. Compensation and Reimbursement.
The Company agrees
(1) to pay to the Trustee from time to time reasonable compensation for
all services rendered by it hereunder (which compensation shall not be
limited by any provision of law in regard to the compensation of a
trustee of an express trust);
(2) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Trustee in accordance with any
provision of this Indenture (including the reasonable compensation and
the expenses and disbursements of its agents and counsel), except any
such expense, disbursement or advance as may be attributable to its
negligence or bad faith; and
(3) to indemnify the Trustee and its agents for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or
bad faith on its part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder,
including the costs and
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expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or
duties hereunder.
The obligations of the Company under this Section 607 to compensate and
indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder
and shall survive the satisfaction and discharge of this Indenture. Such
additional indebtedness shall be a senior claim to that of the Securities upon
all property and funds held or collected by the Trustee as such, except funds
held in trust for the payment of principal of (and premium, if any) or interest
on particular Securities, and the Securities are hereby subordinated to such
senior claim.
Without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee reasonably incurs expenses or renders services
in connection with an Event of Default specified in Section 501(6), the expenses
(including the reasonable charges and expenses of its counsel and agents) and
the compensation for the services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency or
other similar law.
SECTION 608. Disqualification; Conflicting Interests.
If the Trustee has or shall acquire a conflicting interest within the meaning
of the TIA, the Trustee shall either eliminate such interest or resign, to the
extent and in the manner provided by, and subject to the provisions of, the TIA
and this Indenture. To the extent permitted by such Act, the Trustee shall not
be deemed to have a conflicting interest by virtue of being a trustee under
this Indenture with respect to Securities of more than one series.
SECTION 609. Corporate Trustee Required; Eligibility.
There shall at all times be a Trustee hereunder which shall be eligible to act
under TIA Section 310(a)(1) and shall have a combined capital and surplus of at
least $50,000,000 and subject to supervision or examination by Federal, state,
territorial or District of Columbia authority. If such Corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article. Neither
the Company, nor any Person directly or indirectly controlling, controlled by or
under common control with the Company, shall act as Trustee hereunder.
SECTION 610. Resignation and Removal; Appointment of Successor.
(a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective
until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 611.
(b) The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If
the instrument of acceptance by a successor Trustee required by
Section 611 shall not have been delivered to the Trustee within 60
days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of
such series.
(c) The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee
and to the Company.
(d) If at any time:
(1) the Trustee shall fail to comply with Section 608 after written
request therefor by the Company or by any Holder who has been a bona
fide Holder of a Security for at least six months, or
(2) the Trustee shall cease to be eligible under Section 609 and shall
fail to resign after written request therefor by the Company or by any
such Holder, or
(3) the Trustee shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control
of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation,
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then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.
(e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause,
with respect to the Securities of one or more series, the Company, by
a Board Resolution, shall promptly appoint a successor Trustee or
Trustees with respect to the Securities of that or those series (it
being understood that any such successor Trustee may be appointed with
respect to the Securities of one or more or all of such series and
that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the
applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any
series shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such
appointment in accordance with the applicable requirements of Section
611, become the successor Trustee with respect to the Securities of
such series and to that extent supersede the successor Trustee
appointed by the Company. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company
or the Holders and accepted appointment in the manner required by
Section 611, any Holder who has been a bona fide Holder of a Security
of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.
(f) The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of
any series by mailing written notice of such event by first-class
mail, postage prepaid, to all Holders of Securities of such series as
their names and addresses appear in the Security Register. Each notice
shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust
Office.
SECTION 611. Acceptance of Appointment by Successor.
(a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed
shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall
become effective and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee; but, on the request of the
Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring
to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder.
(b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect
to the Securities of one or more series shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall
accept such appointment and which (1) shall contain such provisions as
shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to
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all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of
that or those series as to which the retiring Trustee is not retiring
shall continue to be vested in the retiring Trustee, and (3) shall add
to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such
Trustees co-trustees of the same trust and that each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such
Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein and each such
successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates;
but, on request of the Company or any successor Trustee, such retiring
Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates. Whenever there is a
successor Trustee with respect to one or more (but less than all)
series of securities issued pursuant to this Indenture, the terms
"Indenture" and "Securities" shall have the meanings specified in the
provisos to the respective definitions of those terms in Section 101
which contemplate such situation.
(c) Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and
trusts referred to in paragraph (a) and (b) of this Section, as the
case may be.
(d) No successor Trustee shall accept its appointment unless at the time
of such acceptance such successor Trustee shall be qualified and
eligible under this Article.
SECTION 612. Merger, Conversion, Consolidation or Succession to Business.
Any Corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any Corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
Corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
Corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities; in case
any of the Securities shall not have been authenticated by the Trustee then in
office, any successor by merger, conversion or consolidation to such Trustee may
authenticate such Securities either in the name of such predecessor hereunder or
in the name of the successor Trustee; and in all such cases such certificates
shall have the full force which it is anywhere in the Securities or in this
Indenture provided that the certificate of the Trustee shall have; provided,
however, that the right to adopt the certificate of authentication of any
predecessor Trustee or to authenticate Securities in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion or
consolidation.
SECTION 613. Preferential Collection of Claims Against Company.
The Trustee shall comply with TIA Section 311(a). A Trustee which has resigned
or been removed is subject to TIA Section 311(a) to the extent indicated
therein.
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SECTION 614. Appointment of Authenticating Agent.
At any time when any of the Securities remain Outstanding the Trustee, with
the concurrence of the Company, may appoint an Authenticating Agent or Agents
with respect to one or more series of Securities which shall be authorized to
act on behalf of the Trustee to authenticate Securities of such series, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a Corporation organized and doing business
under the laws of the United States of America, any state thereof or the
District of Columbia authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by Federal, state or District of Columbia
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.
Any Corporation into which an Authenticating Agent may be merged or converted
or with which it may be consolidated, or any Corporation resulting from any
merger, conversion or consolidation to which such Authenticating Agent shall be
a party, or any Corporation succeeding to the corporate agency or corporate
trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such Corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.
An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.
The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section.
If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternate
certificate of authentication in the following form:
This is one of the Securities of the series designated herein referred to in
the within-mentioned Indenture.
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THE CHASE MANHATTAN BANK
as Trustee
By
-----------------------------------
As Authenticating Agent
By
-----------------------------------
Authorized Officer
ARTICLE SEVEN
HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.
If the Trustee is not acting as Security Registrar for the Securities of
any series, the Company will furnish or cause to be furnished to the Trustee:
(a) at intervals of no more than six months commencing after the first issue of
such series, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders as of a date not more than 15 days prior to
the time such information is furnished, and
(b) at such other times as the Trustee may request in writing, a list in as
current a form as reasonably practicable.
SECTION 702. Preservation of Information; Communications to Holders.
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 701 and
the names and addresses of Holders received by the Trustee in its
capacity as Security Registrar.
(b) The rights of Holders to communicate with other Holders with respect
to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as
provided by TIA Section 312(b).
(c) Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of either of them shall be held accountable by
reason of the disclosure of any such information as to the names and
addresses of the Holders in accordance with Section 702(b), regardless
of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under Section 702(b).
SECTION 703. Reports by Trustee.
Within 60 days after May 15 of each year commencing with the later of May 15,
2000 or the first May 15 after the first issuance of Securities pursuant to this
Indenture, the Trustee shall transmit by mail to all Holders of Securities as
provided in TIA Section 313(c) a brief report dated as of such May 15 if
required by TIA Section 313(a). A copy of each such report shall, at the time of
such transmission to Holders, be filed by the Trustee with each stock exchange
upon which any Securities are listed, with the Commission and with the Company.
The Company will notify the Trustee when any Securities are listed on any stock
exchange.
SECTION 704. Reports by Company.
The Company shall:
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(1) file with the Trustee, after the Company is required to file the same
with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions
of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) which the Company may be required to
file with the Commission pursuant to Section 13 or Section 15 (d) of
the Securities Exchange Act of 1934; or, if the Company is not
required to file information, documents or reports pursuant to either
of said Sections, then it shall file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from
time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to
Section 13 of the Securities Exchange Act of 1934 in respect of a
security listed and registered on a national securities exchange as
may be prescribed from time to time in such rules and regulations;
(2) file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to
compliance by the Company with the conditions and covenants of this
Indenture as may be required from time to time by such rules and
regulations;
(3) transmit by mail to all Holders, as their names and addresses appear
in the Security Register, within 30 days after the filing thereof with
the Trustee, such summaries of any information, documents and reports
required to be filed by the Company pursuant to paragraphs (1) and (2)
of this Section as may be required by rules and regulations prescribed
from time to time by the Commission; and
(4) furnish to the Trustee, within 120 days after the end of each fiscal
year of the Company ending after the date hereof, a brief certificate
of the Company's principal executive officer, principal financial
officer or principal accounting officer as to his or her knowledge of
the Company's compliance with all conditions and covenants under this
Indenture. For purposes of this paragraph, such compliance shall be
determined without regard to any period of grace or requirement of
notice provided under this Indenture.
ARTICLE EIGHT
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
SECTION 801. Company May Consolidate, Etc., Only on Certain Terms.
The Company shall not consolidate with or merge into any other Person or
transfer its assets substantially as an entirety to any Person unless: (1) the
Person formed by such consolidation or into which the Company is merged or the
Person which acquires by transfer the assets of the Company substantially as an
entirety shall be a Corporation, partnership or trust, shall be organized and
validly existing under the laws of the United States of America any state
thereof or the District of Columbia and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, the due payment of
the principal of and interest on all the Securities and the performance or
observance of every covenant of this Indenture on the part of the Company to be
performed or observed; (2) immediately after giving effect to such
transaction no Event of Default, and no event which, after notice or lapse of
time or both, would become an Event of Default, shall have happened and be
continuing; and (3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, transfer and supplemental indenture comply with this Article and that
all conditions precedent herein provided for relating to such transaction have
been complied with.
SECTION 802. Successor Substituted.
Upon any consolidation of the Company with, or merger by the Company into,
any other Person or any conveyance or transfer of the assets of the Company
substantially as an entirety in accordance with Section 801, the successor
Person formed by such consolidation or into which the Company is merged or to
which such conveyance or transfer is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor Person had been named as the Company
herein, and thereafter the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities.
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Such successor corporation thereupon may cause to be signed, and may issue
either in its own name or in the name of the Company, any or all of the
Securities issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee; and, upon the order of such successor
corporation, instead of the Company, and subject to all the terms, conditions
and limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities which previously shall have been signed and
delivered by the officers of the Company to the Trustee for authentication, and
any Securities which such successor corporation thereafter shall cause to be
signed and delivered to the Trustee for that purpose. All the Securities so
issued shall in all respects have the same legal rank and benefit under this
Indenture as the Securities theretofore or thereafter issued in accordance with
the terms of this Indenture as though all of such Securities had been issued at
the date of the execution hereof.
In case of any such consolidation, merger, sale, or conveyance, such
changes in phraseology and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.
ARTICLE NINE
SUPPLEMENTAL INDENTURES
SECTION 901. Supplemental Indentures Without Consent of Holders.
Without the consent of any Holders, the Company, when authorized by or
pursuant to a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the Company and the
assumption by any such successor of the covenants of the Company
herein and in the Securities; or
(2) to add to the covenants of the Company for the benefit of the Holders
of all or any series of Securities (and if such covenants are to be
for the benefit of less than all series of Securities, stating that
such covenants are expressly being included solely for the benefit of
one or more specified series) or to surrender any right or power
herein conferred upon the Company; or
(3) to add any additional Events of Default for the benefit of all or any
series of Securities (and if such Events of Default are to be for the
benefit of less than all series of Securities, stating that such
Events of Default are being included solely for the benefit of one or
more specified series); or
(4) to add to or change any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the issuance of
Securities in bearer form, registrable or not registrable as to
principal, and with or without interest coupons; or
(5) to add to, change or eliminate any of the provisions of this Indenture
in respect of one or more series of Securities, provided that any such
addition, change or elimination (i) shall neither (A) apply to any
Security of any series created prior to the execution of such
supplemental indenture and entitled to the benefit of such provision
nor (B) modify the rights of the Holder of any such Security with
respect to such provision or (ii) shall become effective only when
there is no such Security Outstanding; or
(6) to secure the Securities; or
(7) to establish the form or terms of Securities of any series as
permitted by Sections 201 and 301; or
(8) to evidence and provide for the acceptance of appointment hereunder by
a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture
as shall be necessary to provide for or facilitate the administration
of the trusts
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hereunder by more than one Trustee, pursuant to the requirements of
Section 611(b); or
(9) to cure any ambiguity, to correct or supplement any provision herein
which may be inconsistent with any other provision herein, or to make
any other provisions with respect to matters or questions arising
under this Indenture, provided such action shall not adversely affect
the interests of the Holders of Securities of any series in any
material respect; or
(10) to supplement any of the provisions of this Indenture to such extent
as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Securities pursuant to Sections 401, 402,
403 or 1005; provided that any such action shall not adversely affect
the interests of the Holders of Securities of such series or any other
series of Securities in any material respect.
SECTION 902. Supplemental Indentures with Consent of Holders.
With the consent of the Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any such Security, or reduce the
principal amount thereof or the rate of interest thereon or any
premium payable upon the redemption thereof, or reduce the amount of
the principal of an Original Issue Discount Security that would be due
and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502, or change any Place of Payment where, or the
coin or currency in which, any such Security or any premium or the
interest thereon is payable, or impair the right to institute suit for
the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption or repayment, on or after the
Redemption Date or any repayment date), or
(2) 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 this
Indenture or certain defaults hereunder and their consequences
provided for in this Indenture, or
(3) modify any of the provisions of this Section 902 or Section 513,
except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding Security
affected thereby; provided however, that this Clause shall not be
deemed to require the consent of any Holder with respect to changes in
the references to "the Trustee" and concomitant changes in this
Section 902, or the deletion of this proviso, in accordance with the
requirements of Sections 611(b) and 901(8).
A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.
It shall not be necessary for any Act of Holders under this Section to approve
the particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.
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SECTION 903. Execution of Supplemental Indentures.
In executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.
SECTION 904. Effect of Supplemental Indentures.
Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby to the extent provided therein.
SECTION 905. Conformity with Trust Indenture Act.
Every supplemental indenture executed pursuant to this Article shall conform
to the requirements of the Trust Indenture Act as then in effect.
SECTION 906. Reference in Securities to Supplemental Indentures.
Securities authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee,
bear a notation in a form approved by the Trustee as to any matter provided for
in such supplemental indenture. If the Company shall so determine, new
Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.
ARTICLE TEN
COVENANTS
SECTION 1001. Payment of Principal, Premium and Interest.
The Company covenants and agrees for the benefit of each series of Securities
that it will duly pay the principal of and interest on the Securities of that
series in accordance with the terms of the Securities and this Indenture. In the
absence of contrary provisions with respect to the Securities of any series, all
payments of principal of and interest on the Securities of any series may, at
the option of the Company, be paid by check mailed to the address of the Person
entitled thereto as it appears on the Security Register or, in the case of any
Holder of $1,000,000 or more in aggregate principal amount of Securities of a
series denominated and payable in U.S. dollars, by wire transfer to an account
of the Person entitled thereto located in the United States, provided, that such
Person shall have given to the Paying Agent satisfactory wire transfer
instructions and identifying information concerning such Holder to be found in
the Security Register by the Regular Record Date preceding the applicable
payment date (subject in each case to surrender of the Security in the case of
payment of principal).
The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.
The Company may also from time to time designate one or more other offices or
agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations, provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in each Place of Payment for Securities of any series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.
SECTION 1002. Money for Securities Payments to Be Held in Trust.
If the Company shall at any time act as its own Paying Agent with respect to
any series of Securities, it will, on or before each due date of the principal
of (and premium, if any) or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum in the currency in which such series of Securities is payable sufficient to
pay the principal (and premium, if any) or interest so becoming due until such
sums shall be paid to such Persons or otherwise disposed of as herein provided
or will promptly notify the Trustee of its failure so to act.
Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, prior to each due date of the principal of (and premium, if
any) or interest on any Securities of that series, deposit with a Paying Agent a
sum sufficient to pay the principal (and premium, if any) or interest so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, or (unless
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such Paying Agent is the Trustee) the Company will promptly notify the Trustee
of its failure so to act.
The Company will cause each Paying Agent for any series of Securities other
than the Trustee to execute and deliver to the Trustee an instrument in which
such Paying Agent shall agree with the Trustee, subject to the provisions of
this Section, that such Paying Agent will:
(1) hold all sums held by it for the payment of the principal of (and
premium, if any) or interest on Securities of that series in trust for
the benefit of the Persons entitled thereto until such sums shall be
paid to such Persons or otherwise disposed of as herein provided;
(2) give the Trustee notice of any default by the Company (or any other
obligor upon the Securities of that series) in the making of any
payment of principal (and premium, if any) or interest on the
Securities of that series; and
(3) at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums
so held in trust by such Paying Agent.
The Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by the
Company or such Paying Agent, such sums to be held by the Trustee upon the same
trusts as those upon which such sums were held by the Company or such Paying
Agent, and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such money.
Except as otherwise provided in the Securities of any series, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of or interest on any Security of any
series and remaining unclaimed for two years after such principal or interest
has become due and payable shall be paid to the Company on Company Request, or
(if then held by the Company) shall be discharged from such trust; and the
Holder of such Security shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in the Borough of Manhattan, The City of New York,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the Company
on Company Request.
SECTION 1003. Restriction on Secured Debt.
(a) Except as otherwise specified or contemplated by Section 301 for
Securities of any series, the Company will not itself, and will not
permit any of its Subsidiaries to create or have outstanding any
mortgage, pledge, lien or other encumbrance (hereinafter in this
Article called "Lien" or "Liens") on its property, shares of stock in
Subsidiaries or other corporations or other assets whether now owned
or hereafter acquired (hereinafter collectively referred to as
"Property"), without providing that the Securities of each series then
Outstanding (together with, if the Company shall so determine, any
other debt of the Company ranking equally with the Securities of each
series then Outstanding) shall be secured equally and ratably with
such secured debt, so long as such secured debt shall be so secured;
provided, however, that this Section shall not apply to, and there
shall be excluded from secured debt in any computation under this
Section, debt secured by:
(1) Liens existing on the date of this Indenture;
(2) Liens securing all or part of the acquisition, development,
refurbishing, improvement, or construction price of the property,
including Liens securing
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refinancings that do not exceed the acquisition, construction,
development, refurbishing, or improvement price of the property;
(3) Liens of or upon any property existing at the time of the acquisition
thereof by the Company or any of its Subsidiaries (whether or not the
Company or any of its Subsidiaries assumes the indebtedness secured by
such liens)
(4) Liens on the property, shares of stock or other assets of a Subsidiary
of the Company existing at the time the Subsidiary became or becomes a
subsidiary;
(5) Liens securing indebtedness of a Subsidiary of the Company owing to
the Company or another Subsidiary of the Company or Liens securing
indebtedness of the Company owing to any Subsidiary;
(6) Liens on property, shares of stock or other assets of a corporation
existing at the time such corporation is merged into or consolidated
with the Company or one of its Subsidiaries or at the time the Company
or one of its Subsidiaries purchases, leases or otherwise acquires the
properties of such corporation as an entirety or substantially as an
entirety;
(7) Liens on property as to which the creditor has no or limited recourse
to the Company or its Subsidiaries except to such property or the
proceeds thereof;
(8) Liens on property which do not materially detract from the value of
such property;
(9) the replacement, renewal or extension of any of the foregoing,
including replacements, renewals and extensions in connection with
refinancings provided that the principal amount outstanding at the
time of such replacement, renewal or extension of the indebtedness
secured by any such liens shall not be increased;
(10) Liens in connection with legal proceedings with respect to any
material property of the Company or any of its Subsidiaries;
(11) Liens for taxes or assessments, landlords' liens, mechanics' liens,
and other charges incidental to the conduct of business, or the
ownership of the property, of the Company or any of its Subsidiaries
(including charges arising by operation of law), which are not
incurred in connection with the borrowing of money or the securing of
indebtedness, or which are not overdue or which are being contested by
the Company or such Subsidiary in good faith, or deposits to obtain
the release of such liens are made with any surety company or clerk of
any court or are placed in escrow;
(12) Liens for penalties, assessments, clean-up costs or other charges
imposed by any governmental authority (including liens arising by
operation of law) relating to matters of environmental protection; and
(13) Liens not otherwise excepted from the foregoing restrictions with
respect to an aggregate amount of indebtedness of the Company
(including its Subsidiaries) not in excess of an amount equal to 10
percent of the Company's Consolidated Assets.
SECTION 1004. Restriction on Sale and Leaseback Transactions.
Except as otherwise contemplated by Section 301 for Securities of any series,
the Company will not itself, and it will not permit any Subsidiary to, enter
into any arrangement with any person providing for the leasing by the Company or
any Subsidiary of any Principal Property, whether such Principal Property is now
owned or hereafter acquired (except for temporary leases for a term, including
renewals at the option of the Lessee, of not more than three years and except
for Leases between the Company and a Subsidiary or between Subsidiaries), which
has been or is to be sold or transferred by the Company or such Subsidiary to
such person with the intention of taking back a lease of such property (herein
referred to as a "Sale and Leaseback Transaction") unless either:
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(1) the Company or such Subsidiary would be entitled to create, incur,
issue, assume or guarantee indebtedness secured by a lien upon such
Principal Property at least equal in amount to the Attributable Debt
in respect of such arrangement without equally and ratably securing
the Securities in accordance with the provisions of the preceding
paragraph; provided, however, that from and after the date on which
such arrangement becomes effective, the Attributable Debt in respect
of such arrangement shall be deemed for all purposes to be secured
indebtedness of the Company or such Subsidiary subject to the
provisions of Section 1003,
(2) within a period commencing twelve months prior to the consummation of
such Sale and Leaseback Transaction and ending twelve months after the
consummation of such Sale and Leaseback Transaction, the Company or
such Subsidiary, as the case may be, has expended, or will expend, for
the Principal Property an amount equal to (a) the net proceeds of such
Sale and Leaseback Transaction, and the Company elects to designate
such amount as a credit against such Sale and Leaseback Transaction or
(b) a part of the net proceeds of such Sale and Leaseback Transaction
and the Company elects to designate such amount as a credit against
such Sale and Leaseback Transaction and applies an amount equal to the
remainder of the net proceeds as provided in clause (3) hereof, or
(3) such Sale and Leaseback Transaction does not come within the
exceptions provided by clause (1) hereof and the Company does not make
the election permitted by clause (2) hereof or makes such election
only as to a part of such net proceeds, in either of which event the
Company shall apply an amount in cash equal to the Attributable Debt
in respect of such arrangement (less any amount elected under clause
(2) hereof) to the retirement, within 90 days of the effective date on
any such arrangement, of indebtedness for borrowed money of the
Company or any Subsidiary (other than indebtedness for borrowed money
of the Company which is subordinated to the Securities) which by its
terms matures at or is extendible or renewable at the sole option of
the obligor without requiring the consent of the obligee to a date
more than twelve months after the date of the creation of such
indebtedness for borrowed money (it being understood that such
retirement may be made by prepayment of such indebtedness for borrowed
money, if permitted by the terms thereof, as well as by payment at
maturity, and that, at the option of the Company, such indebtedness
may include the Securities).
SECTION 1005. Defeasance of Certain Obligations.
The following provisions shall apply to the Securities of each series
denominated or payable in the currency of the United States of America unless
specifically otherwise provided in a Board Resolution, Officers' Certificate or
indenture supplemental hereto provided pursuant to Section 301. The Company may
omit to comply with any term, provision or condition set forth in Sections 1003,
and 1004 or any other restrictive covenant established by Section 301(12) with
respect to the Securities of a series, and any such omission with respect to
Sections 1003 and 1004 or such restrictive covenant shall not be an Event of
Default, in each case with respect to the Securities of that series, provided
that the following conditions have been satisfied:
(1) with reference to this Section 1005, the Company has irrevocably
deposited or caused to be irrevocably deposited with the Trustee (or
another trustee satisfying the requirements of Section 609) as trust
funds in trust, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of the Securities of that
series, (i) money in an amount, or (ii) U.S. Government Obligations
which through the payment of interest and principal in respect thereof
in accordance with their terms will provide not later than one day
before the due date of any payment referred to in clause (A) or (B) of
this subparagraph (1) money in an amount, or (iii) a combination
thereof, sufficient, in the opinion of a nationally recognized firm of
independent certified public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge
(A) the principal of (and premium, if any) and each installment of
principal of (and premium, if any) and interest on the Outstanding
Securities on the Stated Maturity of such principal or installments of
principal and interest or the Redemption Date therefor and (B) any
mandatory sinking fund payments or analogous payments applicable to
the Securities of such series on the day on which such payments are
due and payable in accordance with the terms of this Indenture and of
such Securities;
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(2) such deposit shall not cause the Trustee with respect to the
Securities of that series to have a conflicting interest and for
purposes of the Trust Indenture Act with respect to the Securities of
any series;
(3) such deposit will not result in a breach or violation of, or
constitute a default under, this Indenture or any material agreement
or instrument to which the Company is a party or by which it is bound;
(4) such deposit will not cause any Outstanding Securities then listed on
the New York Stock Exchange or other securities exchange to be de-
listed as a result thereof;
(5) no Event of Default under Sections 501(6) or event which with notice
or lapse of time would become an Event of Default under Section 501(6)
with respect to the Securities of that series shall have occurred and
be continuing on the date of such deposit;
(6) the Company has delivered to the Trustee an Opinion of Counsel to the
effect that Holders of the Securities of such series will not
recognize income, gain or loss for Federal income tax purposes as a
result of such deposit and defeasance of certain obligations and will
be subject to Federal income tax on the same amount and in the same
manner and at the same times as would have been the case if such
deposit and defeasance had not occurred;
(7) If the money and/or U.S. Government Obligations deposited in trust
pursuant to this Section are sufficient to pay and discharge such
Securities on a Redemption Date, then at or prior to the time of such
deposit, either notice of such redemption shall have been given in
accordance with Section 1104 or the Company shall have irrevocably
instructed the Trustee to give such notice of redemption and
arrangements satisfactory to the Trustee for the giving of such notice
by the Trustee in the name, and at the expense, of the Company shall
have been made; and
(8) the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that all conditions precedent
herein provided for relating to the defeasance contemplated in this
Section have been complied with.
SECTION 1006. Waiver of Certain Covenants.
The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 1003 to 1004, inclusive, or any
other restrictive covenant established by Section 301(12) with respect to the
Securities of any series if before the time for such compliance the Holders of
not less than a majority in aggregate principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.
The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Persons entitled to waive any such term, provision or
condition. If a record date is fixed for such purpose, the Holders on such
record date or their duly designated proxies, and only such Persons, shall be
entitled to waive any such term, provision or condition hereunder, whether or
not such Holders remain Holders after such record date; provided that unless the
Holders of not less than a majority in principal amount of the Outstanding
Securities of such series shall have waived such term, provision or condition
prior to the date which is 90 days after such record date, any such waiver
previously given shall automatically and without further action by any Holder be
canceled and of no further effect.
ARTICLE ELEVEN
REDEMPTION OF SECURITIES
SECTION 1101. Applicability of Article.
Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 301 for Securities of any series) in
accordance with this Article.
SECTION 1102. Election to Redeem; Notice to Trustee.
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The election of the Company to redeem any Securities shall be evidenced by an
Officers' Certificate. The Company shall, at least 45 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of
(1) such Redemption Date,
(2) if the Securities of such series have different terms and less than
all of the Securities of such series are to be redeemed, the terms of
the Securities to be redeemed, and
(3) if less than all the Securities of such series with identical terms
are to be redeemed, the principal amount of such Securities to be
redeemed.
In the case of any redemption of Securities, (1) prior to the expiration of
any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture or (2) pursuant to an election of the Company which
is subject to a condition specified in the terms of such Securities or elsewhere
in this Indenture, the Company shall furnish the Trustee with an Officers'
Certificate evidencing compliance with such restriction or condition.
SECTION 1103. Selection by Trustee of Securities to Be Redeemed.
If less than all the Securities of like tenor of any series are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of like tenor of such series not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may provide
for the selection for redemption of portions (equal to the minimum authorized
denomination for Securities of like tenor of that series or any other authorized
denomination therefor) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of
that series.
The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.
For all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of
any Securities redeemed or to be redeemed only in part, to the portion of the
principal amount of such Securities which has been or is to be redeemed.
SECTION 1104. Notice of Redemption.
Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date,
unless a shorter period is specified by the terms of such series established
pursuant to Section 301, to each Holder of Securities to be redeemed, at each
such Holder's address appearing in the Security Register but failure to give
such notice in the manner herein provided to the Holder of any Security
designated for redemption as a whole or in part, or any defect in the notice to
any such Holder, shall not affect the validity of the proceedings for the
redemption of any other such Security or portion thereof.
Any notice that is mailed to the Holders in the manner herein provided shall
be conclusively presumed to have been duly given, whether or not the Holder
receives the notice.
All notices of redemption shall state:
(1) the Redemption Date,
(2) the Redemption Price or if the Redemption Price is not then
ascertainable, the manner of calculation thereof,
(3) if less than all the Outstanding Securities of like tenor of any
series are to be redeemed, the identification (and, in the case of
partial redemption, the principal amounts) of the particular
Securities to be redeemed,
(4) in case any Security is to be redeemed in part only, the notice which
relates to such Security shall state that on and after the Redemption
Date, upon surrender of such Security, the Holder will receive,
without charge, a new
46
<PAGE>
Security or Securities of authorized denominations for the principal
amount thereof remaining unredeemed,
(5) that on the Redemption Date the Redemption Price and accrued interest
to the Redemption Date payable as provided in Section 1106, if any,
will become due and payable upon each such Security, or portion
thereof, to be redeemed and, if applicable, that interest thereon will
cease to accrue on and after said date,
(6) the place or places where such Securities are to be surrendered for
payment of the Redemption Price and accrued interest, if any, and
(7) that the redemption is for a sinking fund, if such is the case.
Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.
SECTION 1105. Deposit of Redemption Price.
On or prior to any Redemption Date, the Company shall deposit with the Trustee
or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1002) an amount of money in
immediately available funds sufficient to pay on the Redemption Date the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities which are to be redeemed
on that date.
SECTION 1106. Securities Payable on Redemption Date.
Notice of redemption having been given as aforesaid, the Securities so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest, if any, to the
Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 301, installments of interest whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Regular Record Dates according to their terms
and the provisions of Section 307.
If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate prescribed therefor in the
Security.
SECTION 1107. Securities Redeemed in Part.
Any Security which is to be redeemed in part shall be surrendered at a Place
of Payment for such series (with, if the Company or the Security Registrar so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or such Holder's attorney duly authorized in writing), and the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Security or Securities of the same series
and of like tenor, of any authorized denomination as requested by such Holder,
in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered; provided, however, that
if a Global Security is so surrendered, such new Security so issued shall be a
new Global Security in a denomination equal to the unredeemed portion of the
principal of the Global Security so surrendered.
SECTION 1108. CUSIP Numbers.
The Company in issuing the Securities may use CUSIP numbers (if then generally
in use), and, if so, the Trustee shall use CUSIP numbers in notices of
redemption as a convenience to Holders, provided that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers.
47
<PAGE>
ARTICLE TWELVE
SINKING FUNDS
SECTION 1201. Applicability of Article.
The provisions of this Article shall be applicable to any sinking fund for the
retirement of Securities of a series except as otherwise specified as
contemplated by Section 301 for Securities of such series.
The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment". If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 1202. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.
SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.
The Company may, in satisfaction of all or any part of any mandatory sinking
fund payment with respect to the Securities of a series, (1) deliver Outstanding
Securities of like tenor of a series (other than any previously called for
redemption) and (2) apply as a credit Securities of like tenor of a series which
have been redeemed either at the election of the Company pursuant to the terms
of such Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, as provided for by the terms
of such series; provided that such Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by the
Trustee at the applicable Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly.
SECTION 1203. Redemption of Securities for Sinking Fund.
Not less than 45 days prior to each sinking fund payment date for Securities
of like tenor of a series, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
such Securities pursuant to the terms of such Securities, the portion thereof,
if any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities of like
tenor of that series pursuant to Section 1202 and stating the basis for such
credit and that such Securities have not been previously so credited, and, at
the time of delivery of such Officers' Certificate, will also deliver to the
Trustee any Securities to be so delivered. If no such notice shall be delivered
by the Company, such sinking fund payment shall be satisfied by payment of cash.
Not less than 30 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 1103 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.
This instrument may be executed in any number of counterparts, each of which
so executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed and attested, and in the case of the Trustee its corporate seal to be
hereunto affixed, all as of the day and year first above written.
LEGGETT & PLATT, INCORPORATED
By
-----------------------------------
[Name]
[Title]
Attest:
48
<PAGE>
- ----------------------------
[Name]
Secretary
The Chase Manhattan Bank
By
-----------------------------------
[Name]
[Title]
Attest:
- ----------------------------
[Name]
[Title]
[SEAL]
STATE OF MISSOURI )
) SS.
COUNTY OF JASPER )
On the _____ day of ______________________, 1999 before me personally came
___________________ to me known, who, being by me duly sworn, did depose and say
that he is _________________ and _________________ of Leggett & Platt,
Incorporated, one of the Corporations described in and which executed the
foregoing instrument; and that he signed his name thereto by authority of the
Board of Directors of said Corporation.
-----------------------------------
Notary Public
STATE OF NEW YORK )
) SS.
COUNTY OF NEW YORK )
On the _____ day of _____________________, 1999 before me personally came
_________________ to me known, who, being by me duly sworn, did depose and say
that he is __________________ of __________________________________, one of the
Corporations described in and which executed the foregoing instrument; that he
knows the seal of said Corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said Corporation, and that he signed his name thereto by like
authority.
[SEAL]
-----------------------------------
Notary Public
49
<PAGE>
OPINION OF LEGGETT & PLATT, INCORPORATED
OPINION OF ERNEST C. JETT, VICE PRESIDENT, GENERAL COUNSEL
& SECRETARY OF LEGGETT & PLATT, INCORPORATED
Exhibit 5.1
[Letterhead of Leggett & Platt, Incorporated]
November 5, 1999
Leggett & Platt, Incorporated
No. 1 Leggett Road
Carthage, Missouri 64836
Ladies and Gentlemen:
As General Counsel of Leggett & Platt, Incorporated, I have acted on its
behalf in connection with the preparation and filing with the Securities and
Exchange commission of a Registration Statement on Form S-3 under the Securities
Act of 1933, as amended, (the "Registration Statement") relating to the proposed
sale from time to time by the Company of $500,000,000 aggregate principal amount
of the Company's Debt Securities (the "Debt Securities") pursuant to an
Indenture (the "Indenture") to be entered into between the Company and
The Chase Manhattan Bank, as trustee (the "Trustee").
In this connection I have examined such documents, including resolutions of
the Executive Committee of the Board of Directors of the Company adopted on
November 3, 1999 (the "Resolution"), and have made such other investigations
and reviewed such questions of law as I have considered necessary or appropriate
for the purposes of the opinion set forth below.
In my examination of the foregoing, I have assumed the authenticity
of all documents submitted to me as originals, the genuineness of all signatures
and the conformity to authentic originals of all documents submitted to me as
copies. I have also assumed the legal capacity for all purposes relevant hereto
of all natural persons and, with respect to all parties to agreements or
instruments relevant hereto other than the Company, that such parties had the
requisite power and authority (corporate or otherwise) to execute, deliver and
perform such agreements or instruments, that such agreements or instruments have
been duly authorized by all requisite action (corporate or otherwise), executed
and delivered by such parties and that such agreements or instruments are the
valid, binding and enforceable obligations of such parties. As to questions of
fact material to my opinions, I have relied upon certificates or statements of
officers and other representatives of the Company and of public officials and
authorities. I have assumed without investigation that any certificates or
statements on which I have relied that were given or dated earlier than the date
of this opinion letter continued to remain accurate, insofar as relevant to such
opinion, from such earlier date through and including the date of this letter.
Capitalized terms used and not defined herein shall have the meanings assigned
to them in the proposed form of Indenture included as Exhibit 4.1 to the
Registration Statement.
Based on the foregoing, I am of the opinion that when the specific terms
of series of Debt Securities have been specified in a Supplemental Indenture or
Board Resolution pursuant to the Indenture, such series of Debt Securities will
have been duly authorized by all requisite corporate action and, when executed
and authenticated as specified in the Indenture and delivered against payment
thereof in the manner described in the Registration Statement, will constitute
valid and binding obligations of the Company, enforceable in accordance with the
terms of such series.
The opinion set forth above is subject to the following qualifications and
exceptions:
1
<PAGE>
(a) The opinion is subject to the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally.
(b) The opinion is subject to the effect of general principles of equity,
including (without limitation) concepts of materiality,
reasonableness, good faith and fair dealing and other similar
doctrines affecting the enforceability of agreements generally
(regardless of whether considered in a proceeding at law or in
equity).
(c) In rendering the opinion, I have assumed that, at the time of the
authentication and delivery of a series of Debt Securities, there will
not have occurred any change in the law affecting the authorization,
execution, delivery, validity or enforceability of the Debt
Securities, the Registration Statement will have been declared
effective and will continue to be effective, none of the particular
terms of a series of Debt securities will violate any applicable law
and neither the issuance and the sale thereof nor the compliance by
the Company the terms thereof will result in a violation of any
agreement or instrument then binding upon the Company or any other of
any court or governmental body having jurisdiction over the Company.
(d) To the extent that any document expressly provides for the laws of the
State of New York to govern such document, such choice of New York law
as the governing law of each such document is a valid choice of law
under the laws of the State of New York. I have assumed that New York
law is identical to Missouri law for purposes of this opinion.
(e) As of the date of this opinion, a judgment for money in an action
based on a Debt Security denominated in a foreign currency or a
composite currency in a federal or State court in the United States
ordinarily would be enforced in the United States only in Untied
States dollars. The date used to determine the rate of conversion into
United States dollars of the foreign currency or composite currency in
which a particular Debt Security is denominated will depend upon
various factors, including which court renders the judgment.
My opinions expressed above are limited to the laws of the State of
Missouri and the federal laws of the United States of America.
I hereby consent to the use of my name in the Registration Statement and in
the related Prospectus and to the use of this Opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
LEGGETT & PLATT, INCORPORATED
Ernest C. Jett
Vice President, General Counsel and Secretary
2
<PAGE>
Exhibit 8.1
November 5, 1999
Leggett & Platt, Incorporated
No. 1 Leggett Road
Carthage, Missouri 64836
Ladies and Gentlemen:
We have acted as special counsel to Leggett & Platt, Incorporated, a
Missouri corporation (the "Company"), in connection with the filing of a
Registration Statement dated November 5, 1999 (the "Registration Statement")
pursuant to the Securities Act of 1933. The Registration Statement, including
the Prospectus Supplement, provides the Company may offer from time to time its
Medium-Term Notes. Except as otherwise indicated herein, all capitalized terms
used in this letter have the same meaning assigned to them in the Registration
Statement.
In rendering our opinion, we have examined and relied upon without
independent investigation as to matters of fact the Registration Statement and
such other documents, certificates and instruments as we have considered
relevant for purposes of this opinion. We have assumed without independent
verification that the Registration Statement is accurate and complete in all
material respects, and our opinion is conditioned expressly on, among other
things, the accuracy as of the date hereof, and the continuing accuracy, of all
of such facts, information, covenants, statements and representations through
and as of the date of consummation of the filing. Any material changes in the
facts referred to, set forth or assumed herein or in the Registration Statement
may affect the conclusions stated herein.
In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations promulgated thereunder (the "Regulations"), pertinent judicial
authorities, rulings of the Internal Revenue Service and such other authorities
as we have considered relevant. It should be noted that such laws, Code,
Regulations, judicial decisions and administrative interpretations are subject
to change at any time and, in some circumstances, with retroactive effect. A
material change in any of the authorities upon which our opinion is based could
affect our conclusions herein.
<PAGE>
Leggett & Platt, Incorporated
November 5, 1999
Page 2
Based solely upon the foregoing and in reliance thereon and subject to
the exceptions, limitations and qualifications stated herein, we confirm that
the statements contained in the Prospectus Supplement under the caption "United
States Federal Income Tax Consequences" insofar as such statements constitute
matters of law or legal conclusions, as qualified therein, are our opinion and
that such statements fairly describe the material federal income tax
consequences of the offering of the Medium-Term Notes and are true, correct and
complete in all material respects.
Except as expressly set forth above, we express no other opinion. We
consent to the reference to this firm in the Prospectus Supplement under the
caption "United States Federal Income Tax Consequences" and to the filing of
this opinion as an exhibit to the Prospectus Supplement. In giving such consent,
we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission.
Very truly yours,
Bryan Cave LLP
<PAGE>
EXHIBIT 12
LEGGETT & PLATT, INC. AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Amounts in million of dollars)
<TABLE>
<CAPTION>
Six months
ended Year ended
June 30, December 31,
1999 1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C> <C>
Earnings
Income from continuing operations
before income taxes $ 220.2 $ 395.6 $ 333.3 $ 249.7 $ 220.6 $ 196.3
Interest expense (excluding
amount capitalized) 19.4 38.5 31.8 30.0 30.4 26.0
Portion of rental expense under
operating leases representative
of an interest factor 3.7 6.7 6.1 5.5 5.1 4.7
------- ------- ------- ------- ------- -------
Total earnings $ 243.3 $ 440.8 $ 371.2 $ 285.2 $ 256.1 $ 227.0
------- ------- ------- ------- ------- -------
Fixed charges
Interest expense
(including amount capitalized) $ 19.7 $ 39.2 $ 32.7 $ 31.0 $ 31.4 $ 26.6
Portion of rental expense under
operating leases representative
of an interest factor 3.7 6.7 6.1 5.5 5.1 4.7
------- ------- ------- ------- ------- -------
Total fixed charges $ 23.4 $ 45.9 $ 38.8 $ 36.5 $ 36.5 $ 31.3
------- ------- ------- ------- ------- -------
Ratio of earnings to fixed charges 10.4 9.6 9.6 7.8 7.0 7.3
------- ------- ------- ------- ------- -------
</TABLE>
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
February 3, 1999 appearing on page 35 of Leggett & Platt, Incorporated and
Subsidiaries' Annual Report on Form 10-K for the year ended December 31, 1998.
We also consent to the references to us under the heading "Experts" in such
Prospectus.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
St. Louis, Missouri
November 5, 1999
1
<PAGE>
EXHIBIT 25
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
================================================================================
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
================================================================================
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
================================================================================
Leggett & Platt, Incorporated
(Exact name of obligor as specified in its charter)
Missouri 44-0324630
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
No. l Leggett Road
Carthage, Missouri 64836
(Address of principal executive offices) (Zip Code)
------------------------------------
Debt Securities
(Title of the indenture securities)
-------------------------------------
1
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110. Board of Governors of the Federal Reserve System,
Washington, D.C., 20551 Federal Reserve Bank of New York,
District No. 2, 33 Liberty Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76439, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 1st day of November, 1999.
THE CHASE MANHATTAN BANK
By /s/ Richard Lorenzen
-------------------------
Richard Lorenzen
Assistant Vice President
- 3 -
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS in Millions
<S> <C>
- -------------------------------------------------------
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin...................................... $ 13,119
Interest-bearing balances.............................. 6,761
Securities
Held to maturity securities................................ 892
Available for sale securities.............................. 42,965
Federal funds sold and securities purchased under
agreements to resell................................... 32,277
Loans and lease financing receivables:
Loans and leases, net of unearned income $130,602
Less: Allowance for loan and lease losses 2,551
Less: Allocated transfer risk reserve 0
--------
Loans and leases, net of unearned income,
allowance, and reserve................................. 128,051
Trading Assets............................................. 41,426
Premises and fixed assets (including capitalized
leases)................................................ 3,190
Other real estate owned.................................... 28
Investments in unconsolidated subsidiaries and
associated companies................................... 182
Customers' liability to this bank on acceptances
outstanding............................................ 901
Intangible assets.......................................... 2,010
Other assets............................................... 14,567
--------
TOTAL ASSETS............................................... $286,369
========
</TABLE>
-4-
<PAGE>
LIABILITIES
<TABLE>
<S> <C>
Deposits
In domestic offices............................................. $101,979
Noninterest-bearing.................... $42,241
Interest-bearing....................... 59,738
-------
In foreign offices, Edge and Agreement
subsidiaries and IBF's.......................................... 76,395
Noninterest-bearing.................... $ 4,645
Interest-bearing....................... 71,750
Federal funds purchased and securities sold under agreements
to repurchase...................................................... 36,604
Demand notes issued to the U.S. Treasury........................... 1,001
Trading liabilities................................................ 30,287
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less................... 3,606
With a remaining maturity of more than one year,
through three years.......................................... 14
With a remaining maturity of more than three years.............. 91
Bank's liability on acceptances executed and outstanding........... 901
Subordinated notes and debentures.................................. 5,427
Other liabilities.................................................. 11,247
TOTAL LIABILITIES.................................................. 267,552
-------
</TABLE>
EQUITY CAPITAL
<TABLE>
<S> <C>
Perpetual preferred stock and related surplus...................... 0
Common stock....................................................... 1,211
Surplus (exclude all surplus related to preferred stock............ 11,016
Undivided profits and capital reserves............................. 7,317
Net unrealized holding gains (losses)
on available-for-sale securities................................... (743)
Accumulated net gains (losses) on cash flow hedges................. 0
Cumulative foreign currency translation adjustments................ 16
TOTAL EQUITY CAPITAL............................................... 18,817
--------
TOTAL LIABILITIES AND EQUITY CAPITAL............................... $286,369
========
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSPEH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
WILLIAM B. HARRISON, JR. ) DIRECTORS
FRANK A. BENNACK, JR. )
-5-
