<PAGE> 1
This filing is made pursuant
to Rule 424(b)(2) under the
Securities Act of 1933 in
connection with
Registration No. 333-01709
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 20, 1996)
[TRINOVA LOGO]
TRINOVA Corporation
$100,000,000
7-7/8% DEBENTURES DUE JUNE 1, 2026
------------------------
Interest payable June 1 and December 1
------------------------
THE DEBENTURES WILL NOT BE REDEEMABLE PRIOR TO MATURITY. THE DEBENTURES WILL BE
REPRESENTED BY ONE OR MORE GLOBAL SECURITIES REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY, AS DEPOSITARY (THE "DEPOSITARY"), OR ITS NOMINEE.
BENEFICIAL INTERESTS IN THE DEBENTURES WILL BE SHOWN ON, AND TRANSFERS
THEREOF WILL BE EFFECTED ONLY THROUGH, RECORDS MAINTAINED BY THE
DEPOSITARY AND ITS PARTICIPANTS. EXCEPT AS DESCRIBED HEREIN,
DEBENTURES IN DEFINITIVE FORM WILL NOT BE ISSUED. THE DEBENTURES
WILL TRADE IN THE DEPOSITARY'S SAME-DAY FUNDS SETTLEMENT SYSTEM.
SEE "DESCRIPTION OF DEBENTURES."
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
PRICE 98.809% AND ACCRUED INTEREST
------------------------
<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) CORPORATION(1)(3)
----------- -------------- -----------------
<S> <C> <C> <C>
Per Debenture............................ 98.809% .875% 97.934%
Total.................................... $98,809,000 $875,000 $97,934,000
<FN>
- ---------------
(1) Plus accrued interest from June 1, 1996.
(2) The Corporation has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(3) Before deduction of expenses payable by the Corporation estimated at
$160,000.
</TABLE>
------------------------
The Debentures are offered by the Underwriters named below, subject to prior
sale, when, as and if accepted by the Underwriters and subject to approval of
certain legal matters by Brown & Wood, counsel for the Underwriters. It is
expected that delivery of the Debentures will be made on or about June 3, 1996
through the book-entry facilities of the Depositary against payment therefor in
immediately available funds.
------------------------
MORGAN STANLEY & CO. J.P. MORGAN & CO.
Incorporated
May 29, 1996
<PAGE> 2
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
------------------------
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS, AND ANY
INFORMATION OR REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE HEREIN
OR THEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE CORPORATION
OR ANY OTHER PERSON. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
SHALL NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF ANY OFFER TO BUY,
ANY OF THE SECURITIES OFFERED HEREBY BY ANY PERSON IN ANY JURISDICTION IN WHICH
IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER OR SOLICITATION. THE DELIVERY
OF THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS AT ANY TIME DOES
NOT IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF.
------------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Use of Proceeds......................................................... S-3
Ratio of Earnings to Fixed Charges...................................... S-3
Description of Debentures............................................... S-3
Underwriting............................................................ S-5
PROSPECTUS
Available Information................................................... 2
Incorporation of Certain Documents by Reference......................... 2
The Corporation......................................................... 2
Use of Proceeds......................................................... 3
Ratio of Earnings to Fixed Charges...................................... 3
Description of Securities............................................... 3
Plan of Distribution.................................................... 10
Experts................................................................. 11
Legal Matters........................................................... 11
</TABLE>
S-2
<PAGE> 3
USE OF PROCEEDS
The Corporation intends to use the net proceeds from the sale of the
Debentures offered hereby to reduce outstanding indebtedness, including $75
million of commercial paper and bank borrowings maturing at various dates during
1996 classified as long-term debt, and for other general corporate purposes.
Such indebtedness includes amounts incurred by the Corporation in connection
with its acquisition of certain assets and liabilities and the business of the
Electronic Systems Division of Cincinnati Milacron Inc. The Corporation's
commercial paper and bank borrowings outstanding at April 30, 1996 had a
weighted average interest rate of 5.61%.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the periods indicated.
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31
FOR THE QUARTER ENDED ----------------------------------------
MARCH 31, 1996 1995 1994 1993 1992 1991
- --------------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
4.1x 4.9x 4.4x 1.5x 1.6x --
</TABLE>
For the purpose of computing the ratio of earnings to fixed charges,
"earnings" consist of income before income taxes and cumulative effect of
accounting change, plus fixed charges, less undistributed income (losses) of
unconsolidated affiliates. Fixed charges consist of interest expense, the
portion of rent expense representing interest, and amortization of debt expense
and debt discount. For the year ended December 31, 1991, there was an earnings
deficiency of $195.3 million in covering fixed charges due, in part, to a
special charge for the write-off of certain intangibles and other charges
amounting to $166.4 million.
DESCRIPTION OF DEBENTURES
The following description of the particular terms of the Debentures offered
hereby supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions of the Securities set forth in
the accompanying Prospectus, to which description reference is made.
GENERAL
The Debentures are a series of the Securities described in the accompanying
Prospectus, will be limited to $100,000,000 in aggregate principal amount and
are to be issued pursuant to the provisions of an indenture (the "Indenture")
between the Corporation and NBD Bank, as trustee (the "Trustee"), which is more
fully described in the accompanying Prospectus.
The Debentures will bear interest at the rate of 7 7/8% per annum, computed
on the basis of a 360-day year of twelve 30-day months from June 1, 1996,
payable semiannually on each June 1 and December 1, commencing December 1, 1996,
to the persons in whose names the Debentures are registered at the close of
business on the immediately preceding May 15 or November 15. The Debentures will
mature on June 1, 2026 and may not be redeemed prior to maturity.
DEFEASANCE
The provisions of Article XII of the Indenture relating to defeasance,
described in the accompanying Prospectus under "Description of
Securities -- Defeasance," are applicable to the Debentures.
BOOK-ENTRY SYSTEM
Upon issuance, all of the Debentures will be represented by one or more
global securities (the "Global Securities") deposited with, or on behalf of, The
Depository Trust Company, New York, New York and will be registered in the name
of the nominee of the Depositary, Cede & Co. Upon the issuance of the Global
Securities, the Depositary or its nominee will credit the accounts of persons
held with it with the respective principal or face amounts of the Debentures
represented by such Global Securities. Ownership of beneficial
S-3
<PAGE> 4
interests in the Global Securities will be limited to persons that have accounts
with the Depositary ("Participants") or persons that may hold interests through
Participants. Ownership of beneficial interests by Participants in the Global
Securities will be shown on, and the transfer of that ownership interest will be
effected only through, records maintained by the Depositary. Ownership of
beneficial interests in such Global Securities by persons that hold through
Participants will be shown on, and the transfer of that ownership interest
within such Participant will be effected only through, records maintained by
such Participant. The laws of some jurisdictions require that certain purchasers
of securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to acquire or transfer beneficial
interests in the Global Securities.
Payment of principal of and interest on the Securities will be made to the
Depositary or its nominee, as the case may be, as the sole registered owner and
holder of the Global Securities for all purposes under the Indenture. Neither
the Corporation, the Trustee nor any agent of the Corporation or the Trustee
will have any responsibility or liability for any aspect of the Depositary's
records relating to or payments made on account of beneficial ownership
interests in the Global Securities or for maintaining, supervising or reviewing
any of the Depositary's records relating to such beneficial ownership interests.
The Corporation has been advised by the Depositary that upon receipt of any
payment of principal of or interest on the Global Securities, the Depositary
will immediately credit, on its book-entry registration and transfer system, the
accounts of Participants with payments in amounts proportionate to their
respective beneficial interests in the principal or face amount of such Global
Securities as shown on the records of the Depositary. Payments by Participants
to owners of beneficial interests in the Global Securities held through such
Participants 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, subject
to any statutory or regulatory requirements as may be in effect from time to
time. Conveyance of notices and other communications by the Depositary to its
Participants and by Participants to owners of beneficial interests in the
Debentures will be made in accordance with arrangements among these parties,
subject to any statutory or regulatory requirements as may be in effect from
time to time.
The Depositary has advised the Corporation that the Depositary 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 Exchange Act. The Depositary 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. The Depositary's Participants include securities
brokers and dealers (including the Underwriters), banks, trust companies,
clearing corporations and certain other organizations. The Depositary is owned
by a number of its Participants and by the New York Stock Exchange, Inc., the
American Stock Exchange and the National Association of Securities Dealers, Inc.
Access to the Depositary'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 the Depositary and its Participants are on file with the
Securities and Exchange Commission.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Debentures will be made by the Underwriters in
immediately available funds. All payments of principal and interest will be made
by the Corporation in immediately available funds. So long as the Depositary
continues to make its Same-Day Funds Settlement System available to the
Corporation, all payments of principal of and interest on the Debentures will be
made by the Corporation, and secondary market trading activity will settle, in
immediately available funds.
S-4
<PAGE> 5
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
dated the date hereof, the Corporation has agreed to sell to each of the
Underwriters named below, severally, and each of the Underwriters has severally
agreed to purchase, the principal amount of the Debentures set forth opposite
its name below.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
NAME OF DEBENTURES
---- ----------------
<S> <C>
Morgan Stanley & Co. Incorporated........................... $ 50,000,000
J.P. Morgan Securities Inc.................................. 50,000,000
------------
Total..................................................... $100,000,000
============
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are obligated to take and pay for all of the Debentures if any are
taken.
The Underwriting Agreement provides that the obligations of the
Underwriters to pay for and accept delivery of the Debentures are subject to,
among other things, the approval of certain legal matters by their counsel and
certain other conditions.
The Underwriters initially propose to offer the Debentures directly to the
public at the public offering price set forth on the cover page of this
Prospectus Supplement and to certain dealers at such price less a concession not
in excess of .50% of the principal amount of the Debentures. The Underwriters
may allow, and such dealers may reallow, a concession not in excess of .25% of
the principal amount of the Debentures to certain other dealers. After the
initial public offering of the Debentures, the offering price and other selling
terms may from time to time be varied by the Underwriters.
The Corporation does not intend to apply for listing of the Debentures on a
national securities exchange, but has been advised by the Underwriters that they
intend to make a market in the Debentures. The Underwriters are not obligated,
however, to make a market in the Debentures and any such market may be
discontinued at any time at the sole discretion of the Underwriters.
Accordingly, no assurance can be given as to the liquidity of, or the trading
market for, the Debentures.
The Corporation has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
In the ordinary course of their respective businesses, affiliates of Morgan
Stanley & Co. Incorporated and J.P. Morgan Securities Inc. have engaged and may
in the future engage in investment banking transactions with the Corporation; in
addition, affiliates of J.P. Morgan Securities Inc. have engaged and may in the
future engage in commercial banking transactions with the Corporation.
S-5
<PAGE> 6
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 7
PROSPECTUS
[TRINOVA LOGO]
TRINOVA CORPORATION
$250,000,000
DEBT SECURITIES
--------------------------------
TRINOVA Corporation ("TRINOVA" or the "Corporation") may offer from
time to time debt securities consisting of debentures, notes or other unsecured
evidences of indebtedness (the "Securities") with an aggregate initial public
offering price of up to $250,000,000 or the equivalent in foreign currency or
currency units. The Securities may be offered as separate series, in amounts, at
prices and on terms to be determined at the time of sale and to be set forth in
supplements to this Prospectus. The Corporation may sell the Securities to or
through underwriters, and also may sell the Securities directly to dealers or
other purchasers or through agents. See "Plan of Distribution."
The terms of the Securities, including, where applicable, the specific
designation, aggregate principal amount, denominations, maturity, rate (which
may be fixed or variable) and time of payment of interest, if any, the currency
or currency units in which payments in respect of the Securities may be made,
purchase price, terms for redemption, the public offering price, the names of
any underwriters or agents, the principal amounts, if any, to be purchased by
underwriters and any compensation of such underwriters or agents and the other
terms in connection with the offering and sale of the Securities in respect of
which this Prospectus is being delivered, are to be set forth in a Prospectus
Supplement (the "Prospectus Supplement").
--------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPEC-
TUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------
THE DATE OF THIS PROSPECTUS IS MARCH 20, 1996.
<PAGE> 8
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy statements and other
information filed by the Corporation with the Commission may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, as well as at the Commission's
Regional Offices at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511; and Seven World Trade Center, 13th Floor,
New York, New York 10048. Copies of such material may also be obtained by mail
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Reports, proxy statements and other
information concerning the Corporation may also be inspected at the offices of
the New York Stock Exchange, 20 Broad Street, New York, New York 10005; the
Chicago Stock Exchange, One Financial Place, 440 S. LaSalle Street, Chicago,
Illinois 60605; the Pacific Stock Exchange, 301 Pine Street, San Francisco,
California 94104; The Stock Exchange, P.O. Box 119, London EC2P 2BT England; and
the Frankfurt Stock Exchange, c/o Dresdner Bank AG, Jurgen-Ponto-Platz 1, D-6000
Frankfurt am Main 11, Germany.
The Corporation has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Securities offered hereby.
This Prospectus does not contain all of the information set forth in such
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. The Registration Statement and the
exhibits thereto may be inspected without charge at the office of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549, and copies thereof may be
obtained from the Commission upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Commission pursuant to
Section 13 of the Exchange Act are incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1995.
2. Current Report on Form 8-K filed on January 16, 1996, as amended by Form
8-K/A filed on March 14, 1996.
All documents filed by the Corporation pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Securities offered hereby shall
be deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents.
The Corporation will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the foregoing documents incorporated herein by reference
(other than exhibits to such documents which are not specifically incorporated
by reference in such documents). Requests should be directed to Secretary,
TRINOVA Corporation, 3000 Strayer, Maumee, Ohio 43537-0050, telephone number
(419) 867-2200.
THE CORPORATION
TRINOVA, an Ohio corporation, is a world leader in the manufacture and
distribution of engineered components and systems for industry, sold through its
operating companies, Aeroquip Corporation and Vickers, Incorporated, to the
industrial, automotive, and aerospace and defense markets. The Corporation's
executive offices are located at 3000 Strayer, Maumee, Ohio 43537-0050, and its
telephone number at that address is (419) 867-2200.
2
<PAGE> 9
USE OF PROCEEDS
TRINOVA intends to use the net proceeds from the sale of the Securities
offered hereby for general corporate purposes, which may include the reduction
of short-term borrowings. More specific information concerning the use of
proceeds from the sale of any Securities may be included in the Prospectus
Supplement relating to such Securities.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the periods indicated.
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31
--------------------------------------------------------------------------
1995 1994 1993 1992 1991
------ ------ ------ ------ ------
<S> <C> <C> <C> <C>
4.9x 4.4x 1.5x 1.6x --
</TABLE>
For the purpose of computing the ratio of earnings to fixed charges,
"earnings" consist of income before income taxes and cumulative effect of
accounting change, plus fixed charges, less undistributed income (losses) of
unconsolidated affiliates. Fixed charges consist of interest expense, the
portion of rent expense representing interest, and amortization of debt expense
and debt discount. For the year ended December 31, 1991, there was an earnings
deficiency of $195.3 million in covering fixed charges due, in part, to a
special charge for the write-off of certain intangibles and other charges
amounting to $166.4 million.
DESCRIPTION OF SECURITIES
The Securities offered hereby are to be issued under an indenture (such
indenture, as it may be supplemented from time to time and including the
provisions deemed to be included therein by the Trust Indenture Act of 1939, the
"Indenture") between the Corporation and NBD Bank, as Trustee (the "Trustee"), a
copy of which is filed as an exhibit to the Registration Statement. The
following summaries of certain provisions of the Indenture do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all provisions of the Indenture, including the definitions therein of
certain terms.
The Indenture provides that, in addition to the Securities offered hereby,
additional Securities may be issued thereunder without limitation as to
aggregate principal amount.
GENERAL
Reference is made to the Prospectus Supplement relating to the particular
series of Securities offered thereby for the following terms of the Securities:
(1) the title of such Securities; (2) any limit upon the aggregate principal
amount of such Securities; (3) the principal payment date or dates of such
Securities; (4) if interest bearing, the interest rate or rates of the
Securities, whether the interest rate is variable and if so, the manner of
calculation of the interest rate, the date or dates from which interest will
accrue, the interest payment dates and the record dates; (5) the place or places
where principal of and interest on the Securities are payable; (6) any
redemption provisions applicable to the Securities; (7) any sinking fund or
analogous provisions applicable to the Securities; (8) if other than U.S.
dollars, the currencies in which the principal of and premium, if any, and
interest on the Securities are payable; (9) if other than $1,000 and integral
multiples thereof, the denominations of the Securities; (10) if other than the
principal amount thereof, the portion of the principal amount of the Securities
payable upon acceleration; (11) whether the Securities are issuable as
registered Securities or unregistered Securities and if issued as unregistered
Securities provisions with respect to the offer, sale, delivery or exchange of
the Securities; (12) whether and under what circumstances the Corporation will
pay additional amounts (the "Additional Amounts") in respect of specified taxes,
assessments or other governmental charges and whether the Corporation has the
option to redeem the affected Securities rather than pay the Additional Amounts;
(13) any defeasance provisions applicable to the Securities; (14) any book-entry
provisions with respect to the Securities and any depository for the Securities;
and (15) any other terms of such Securities (which shall not be inconsistent
with the provisions of the Indenture). (Section 2.01 of the Indenture)
3
<PAGE> 10
The Securities will be unsecured and will rank pari passu with all other
unsecured and unsubordinated indebtedness of the Corporation. The Indenture does
not limit the incurrence of any additional indebtedness, whether secured or
unsecured.
If the Securities are in registered form, principal and premium, interest
and Additional Amounts, if any, will be payable, and such Securities will be
transferable, at the offices of the Trustee at 611 Woodward Avenue, Detroit,
Michigan 48226, provided that payment of interest may be made at the option of
the Corporation by check mailed to the address of the person entitled thereto,
or in the case of Global Securities (as described below), by wire transfer of
immediately available funds. (Sections 4.01 and 4.02 of the Indenture) Principal
of, and premium, interest and Additional Amounts, if any, on Securities in
bearer form and coupons appertaining thereto, if any, will be payable against
surrender of such Securities or coupons, as the case may be, subject to any
applicable laws and regulations, at such paying agencies outside of the United
States as the Corporation may appoint from time to time at the places and
subject to the restrictions set forth in the Indenture, the Securities and the
Prospectus Supplement. (Sections 4.01, 4.02 and 4.03 of the Indenture)
Securities in bearer form and the coupons, if any, appertaining thereto will be
transferable by delivery. No service charge will be made for any transfer or
exchange of such Securities, but the Corporation may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. (Section 2.05 of the Indenture)
If the Prospectus Supplement specifies that Securities are denominated in a
currency or currency unit other than U.S. dollars, such Prospectus Supplement
will also specify the denominations in which such Securities will be issued and
the coin or currency in which the principal and premium, interest and Additional
Amounts, if any, on such Securities will be payable.
Some of the Securities may be issued as discounted Securities (bearing no
interest or interest at a rate which at the time of issuance is below market
rates) to be sold at a substantial discount below their stated principal amount.
Special considerations applicable to the Securities of any series,
including any special Federal income tax consequences, will be described in the
Prospectus Supplement relating thereto.
CONSOLIDATION, MERGER, SALE OR CONVEYANCE
The Corporation will not merge or consolidate with any other corporation or
sell or convey all or substantially all of its assets to any person, firm or
corporation, unless (i) either the Corporation is the continuing corporation, or
the successor corporation is a corporation organized and existing under the laws
of the United States of America or a state thereof and such corporation
expressly assumes the due and punctual payment of the Securities and Additional
Amounts and the due and punctual performance and observance of all of the
covenants and conditions of the Indenture and (ii) the Corporation or such
successor corporation is not, immediately after such merger, consolidation, sale
or conveyance, in default in the performance of any such covenant or condition.
(Section 6.01 of the Indenture)
CERTAIN COVENANTS
Definitions Applicable to Covenants. The following definitions are
applicable to the covenants specified below (Section 1.01 of the Indenture):
"Attributable Debt" means, at the time of determination as to any
lease, the lesser of (A) the fair value of the property subject to such
lease (as determined in good faith by the Board of Directors of the
Corporation) or (B) the present value (discounted at the actual rate, if
stated, or, if no rate is stated, the implicit rate of interest of such
lease transaction as determined, in good faith, by the chairman of the
Board of Directors, the president, any vice president, the treasurer or any
assistant treasurer of the Corporation), calculated using the interval of
scheduled rental payments under such lease, of the obligation of the lessee
for net rental payments during the remaining term of such lease (excluding
any subsequent renewal or other extension options held by the lessee). The
term "net rental payments" means, with respect to any lease for any period,
the sum of the rental and other payments required to be
4
<PAGE> 11
paid in such period by the lessee thereunder, but not including, however,
any amounts required to be paid by such lessee (whether or not designated
as rental or additional rental) on account of maintenance and repairs,
insurance, taxes, assessments, water rates, indemnities or similar charges
required to be paid by such lessee thereunder or any amounts required to be
paid by such lessee thereunder contingent upon the amount of sales,
earnings or profits of the lessee with respect to such leased property or
of maintenance and repairs, insurance, taxes, assessments, water rates,
indemnities or similar charges; provided, however, that, in the case of any
lease which is terminable by the lessee upon the payment of a penalty in an
amount which is less than the total discounted net rental payments required
to be paid from the later of the first date upon which such lease may be so
terminated and the date of the determination of net rental payments, "net
rental payments" includes the then current amount of such penalty from the
later of such two dates, and excludes the rental payments relating to the
remaining period of the lease commencing with the later of such two dates.
"Consolidated Net Tangible Assets" means the total assets on a
consolidated balance sheet of the Corporation and the Restricted
Subsidiaries (less applicable reserves and other properly deductible items)
less: (A) current liabilities, including the current portion of long-term
debt; (B) all other liabilities except deferred income taxes and Funded
Debt; (C) goodwill, trade names, trademarks, patents, organization
expenses, unamortized debt discount and expense less unamortized debt
premium and other like intangibles (other than deferred charges and prepaid
expenses); (D) adjustments for minority interests; and (E) equity in and
net advances to Subsidiaries which are not Restricted Subsidiaries and
entities accounted for on the equity method of accounting. The calculation
of Consolidated Net Tangible Assets is made using the Corporation's latest
available consolidated statement of financial position.
"Debt" includes notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed and guarantees thereof.
"Funded Debt" means indebtedness for borrowed money owed or guaranteed
by a Person and any other indebtedness which under generally accepted
accounting principles would appear as debt on a balance sheet of such
Person, which matures by its terms more than twelve months from the date as
of which Funded Debt is to be determined or is extendible or renewable at
the option of the obligor to a date more than twelve months from the date
as of which Funded Debt is to be determined.
"Mortgage" means any mortgage, pledge, lien, security interest,
conditional sale or other title retention agreement or other similar
encumbrance which has been granted or otherwise consented to by the
Corporation. Notwithstanding the foregoing, the following liens are, for
purposes of the Indenture, not deemed to be Mortgages: (A) liens for taxes
if the same are not at the time delinquent or thereafter can be paid
without penalty, or are being contested in good faith and by appropriate
proceedings and adequate reserves with respect thereto are maintained on
the books of the Corporation or the appropriate Restricted Subsidiary, as
the case may be; (B) liens arising from any attachment being contested in
good faith by appropriate proceedings and any lien arising from a judgment
or award so long as a subsisting stay of execution or enforcement thereof
has been obtained; (C) other liens incidental to the conduct of the
Corporation's or any Restricted Subsidiary's business or the ownership of
any of their respective property and assets (including, without limitation,
carriers', warehousemen's, mechanics', materialmen's and vendors' liens)
which do not, in the opinion of the Corporation or any Restricted
Subsidiary, in the aggregate materially detract from the value of the
property or assets of the Corporation and its Restricted Subsidiaries,
taken as a whole, or materially impair their use in the operation of the
business of the Corporation or such Restricted Subsidiary, as the case may
be; (D) liens arising from pledges or deposits in connection with workers'
compensation, unemployment insurance and other legislation; (E) liens
arising from deposits to secure the performance of bids, trade contracts,
leases, statutory obligations, surety and appeal bonds, performance bonds
and other obligations of a like nature incurred in the ordinary course of
business; (F) liens arising from minor survey exceptions, minor
encumbrances, easements or reservations of, or rights of others for,
rights-of-way, sewers, electric lines, telegraph and telephone lines and
other similar purposes, or zoning or other restrictions as to the use of
any Principal Property of the Corporation or a Restricted Subsidiary, which
encumbrances, easements, reservations,
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rights and restrictions do not, in the opinion of the Corporation, in the
aggregate materially detract from the value of the property or assets of
the Corporation and its Restricted Subsidiaries, taken as a whole, or
materially impair their use in the operation of the business of the
Corporation or such Restricted Subsidiary, as the case may be; and (G)
liens created, incurred or assumed in connection with any tax-free
financing.
"Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.
"Principal Property" means any manufacturing or processing plant or
warehouse owned at the date of the Indenture by the Corporation or any of
its Subsidiaries or thereafter acquired by the Corporation or any of its
Subsidiaries which is located within the United States of America or Canada
and the gross book value (including related land and improvements thereon
and all machinery and equipment included therein without deduction of any
depreciation reserves) of which on the date as of which the determination
is being made exceeds 1% of Consolidated Net Tangible Assets, other than
(A) any property which the Board of Directors determines, in good faith, is
not of material importance to the total business conducted by the
Corporation and its Subsidiaries as an entirety or (B) any portion of a
property which is similarly found not to be of material importance to the
use or operation of such property.
"Restricted Subsidiary" means any Subsidiary (A) which owns an
interest in a Principal Property or (B) substantially all of the business
of which is carried on within the United States of America or Canada.
"Secured Debt" means any Debt (whether now existing or created after
the date of the Indenture) of the Corporation or any Restricted Subsidiary,
secured by a Mortgage on any Principal Property (or portion thereof) or on
any shares of stock or indebtedness of a Restricted Subsidiary held by the
Corporation or any Restricted Subsidiary (including any such stock or
indebtedness acquired after the date of the Indenture).
"Subsidiary" means any corporation of which at least a majority of the
outstanding stock having by the terms thereof ordinary voting power to
elect a majority of the board of directors of such corporation
(irrespective of whether or not at the time stock of any other class or
classes of such corporation shall have or might have voting power by reason
of the happening of any contingency) is at the time owned by the
Corporation, or by one or more Subsidiaries, or by the Corporation and one
or more Subsidiaries.
Limitation on Liens. So long as any Securities are outstanding, the
Corporation will not, nor will it permit any Restricted Subsidiary to, issue or
assume or guarantee any Secured Debt without in any such case effectively
providing concurrently with the issuance or assumption or guarantee of any such
Secured Debt that the Securities offered hereby (together with, if the
Corporation so determines, any other indebtedness of the Corporation or such
Restricted Subsidiary ranking equally with the Securities offered hereby and
then existing or thereafter created) be secured equally and ratably with (or, at
the option of the Corporation, prior to) such Secured Debt, unless the aggregate
amount of such Secured Debt issued or assumed or guaranteed, together with all
such Secured Debt of the Corporation and its Restricted Subsidiaries which (if
originally issued or assumed or guaranteed at such time) would otherwise be
subject to the foregoing restrictions and all Attributable Debt deemed to be
Secured Debt pursuant to the sale and lease-back covenant below, but not
including Secured Debt permitted to be secured under clauses (i) through (vi) of
the immediately following paragraph, does not at the time exceed 10% of
Consolidated Net Tangible Assets.
This covenant does not apply to, and there is excluded from Secured Debt:
(i) any Debt secured by a Mortgage on property, shares of stock or indebtedness
of any corporation existing at the time such corporation becomes a Restricted
Subsidiary; (ii) any Debt secured by a Mortgage existing on property, shares of
stock or indebtedness at the time of acquisition of such property, shares of
stock or indebtedness by the Corporation or a Restricted Subsidiary, or a
Mortgage to secure the payment of all or any part of the purchase price of such
property, shares of stock or indebtedness upon the acquisition of such property,
shares of stock or indebtedness by the Corporation or a Restricted Subsidiary or
to secure any Debt incurred prior to, at the time of, or within 180 days after
(A) in the case of shares of stock or indebtedness, the date of acquisition of
such shares of stock
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or indebtedness, and (B) in the case of property, the later of the date of
acquisition of such property and the date such property is placed in service,
for the purpose of financing all or any part of the purchase price thereof, or a
Mortgage to secure any Debt incurred for the purpose of financing the cost to
the Corporation or a Restricted Subsidiary of improvements to such acquired
property; (iii) any Debt secured by a Mortgage of (A) a Restricted Subsidiary
owing to the Corporation or to another Restricted Subsidiary or (B) the
Corporation owing to any Restricted Subsidiary; (iv) any Debt secured by a
Mortgage on property of a Corporation existing at the time such corporation is
merged or consolidated with the Corporation or a Restricted Subsidiary or at the
time of a sale, lease or other disposition of the properties of a corporation as
an entirety or substantially as an entirety to the Corporation or a Restricted
Subsidiary; (v) any Debt secured by a Mortgage on property of the Corporation or
a Restricted Subsidiary in favor of the United States of America or any State
thereof, or any department, agency or instrumentality or political subdivision
of the United States of America or any State thereof, or in favor of any other
country, or any political subdivision thereof, to secure partial progress,
advance or other payments pursuant to any contract or statute or to secure any
indebtedness incurred or guaranteed for the purpose of financing all or any part
of the purchase price or the cost of construction of the property subject to
such Mortgage; or (vi) any extension, renewal or replacement (or successive
extensions, renewals or replacements) in whole or in part of any Debt secured by
a Mortgage referred to in the foregoing clauses (i) to (v), inclusive; provided,
however, that the principal amount of such Debt does not exceed the principal
amount of Debt so secured at the time of such extension, renewal or replacement
and that such extension, renewal or replacement is limited to all or a part of
the property which secured the Debt so extended, renewed or replaced (plus
improvements on such property). (Section 4.05 of the Indenture)
Limitation on Sale and Lease-Back. So long as any Securities are
outstanding, the Corporation will not, nor will it permit any Restricted
Subsidiary to, enter into any arrangement with any Person providing for the
leasing by the Corporation or any Restricted Subsidiary of any Principal
Property, which property has been or is to be sold or transferred by the
Corporation or such Restricted Subsidiary to such Person, unless either (i) the
Corporation or such Restricted Subsidiary would be entitled, pursuant to the
provisions of the covenant on limitation on liens described above, to issue,
assume, extend, renew or replace Debt secured by a Mortgage upon such property
equal in amount to the Attributable Debt in respect of such arrangement without
equally and ratably securing the Securities offered hereby; 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 under the covenant on limitation on liens described above and this
covenant on limitation on sale and lease-back to be Debt subject to the
provisions of the covenant on limitation on liens described above (which
provisions include the exceptions set forth in clauses (i) through (vi) of such
covenant), or (ii) the Corporation shall apply an amount in cash equal to the
greater of (A) the net proceeds of the sale of the Principal Property so sold
and leased back or (B) the fair market value (as determined in good faith by the
Corporation's Board of Directors) of the Principal Property so sold and leased
back, to the retirement (other than any mandatory retirement or by way of
payment at maturity), within 180 days of the effective date of any such lease
arrangement, of Funded Debt of the Corporation or any Restricted Subsidiary
(other than Debt owned by the Corporation or any Restricted Subsidiary) or the
purchase of other property which will constitute a Principal Property having a
fair market value (as determined in good faith by the Corporation's Board of
Directors) at least equal to the fair market value of the Principal Property
leased in such sale and lease-back transaction or (iii) such sale and lease-back
transaction is between the Corporation and a Restricted Subsidiary or between
Restricted Subsidiaries. This covenant does not apply to any lease arrangements
having a maximum term (including renewal and other extension options) of three
years or less. (Section 4.06 of the Indenture)
DEFEASANCE
The Indenture provides that, if the provisions of Article XII relating to
defeasance are made applicable to Securities of any series, at the Corporation's
option either (a) the Corporation will be deemed to have paid and discharged all
outstanding Securities of such series or (b) the Corporation's obligations to
comply with any term, provision, condition or covenant specified at the time of
issuance of such Securities will be terminated, in either case upon the deposit
with the Trustee, in trust, of money sufficient to pay and discharge
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such Securities or the deposit of direct noncallable obligations of, or
noncallable obligations the payment of principal of and interest on which is
fully guaranteed by, the United States of America, maturing as to principal and
interest in such amounts and at such times as will, together with the income to
accrue thereon (but without reinvesting any proceeds), be sufficient to pay and
discharge the Securities of such series. (Section 12.02 of the Indenture)
MODIFICATION OF THE INDENTURE
The Corporation and the Trustee are permitted, without the consent of
the holders of the Securities, to enter into supplemental indentures to, among
other purposes: (i) cure any ambiguity or correct or supplement any provisions
or make provisions as will not adversely affect the interests of the holders of
any Securities; (ii) establish the form or terms of Securities; or (iii) add to
the covenants of the Corporation further covenants or provisions as the Board
of Directors of the Corporation and the Trustee consider to be for the
protection of the holders of the Securities and add further events of default
to the Indenture. (Section 10.01 of the Indenture)
The Indenture also contains provisions permitting the Corporation and the
Trustee to modify or amend the Indenture or any supplemental indenture or the
rights of the holders of the Securities issued thereunder, with the consent of
the holders of not less than 66 2/3% in principal amount of the Securities of
all series at the time outstanding under such Indenture which are affected by
such modification or amendment (voting as one class), provided that no such
modification will (i) extend the fixed maturity of any Securities, or reduce the
principal amount thereof, or premium, if any, or reduce the rate or extend the
time of payment of interest or Additional Amounts thereon, or reduce the amount
due and payable upon acceleration of the maturity thereof or the amount provable
in bankruptcy, or make the principal of, or premium, interest or Additional
Amounts on, any Security payable in any coin or currency other than that
provided in such Security, (ii) impair the right to initiate suit for the
enforcement of any such payment on or after the stated maturity thereof or
redemption date, if any, or (iii) reduce the aforesaid percentage of Securities,
the consent of the holders of which is required for any such modification, or
the percentage required for the consent of the holders to waive defaults without
the consent of the holder of each Security so affected. (Section 10.02 of the
Indenture)
EVENTS OF DEFAULT
An Event of Default with respect to any series of Securities is defined in
the Indenture as being: (i) default in payment of any principal or premium, if
any, on Securities of such series; (ii) default for 30 days in payment of any
interest or Additional Amounts on Securities of such series; (iii) default for
90 days after notice in performance of any other covenant applicable to the
Securities of such series; (iv) certain events of bankruptcy, insolvency or
reorganization; or (v) the occurrence of any default under an instrument
evidencing or securing other indebtedness of the Corporation or any Subsidiary
for borrowed money in excess of the greater of 1% of the Corporation's
shareholders' equity (as represented on the Corporation's latest available
consolidated statement of financial position) or $10 million, resulting in the
acceleration of such indebtedness, which acceleration is not being contested in
good faith by the Corporation or any such Subsidiary and is not rescinded or
annulled pursuant to the instrument evidencing or securing such indebtedness.
(Section 6.01 of the Indenture) In case an Event of Default under clause (i),
(ii) or (iii) shall occur and be continuing with respect to any series, the
Trustee or the holders of not less than 25% in aggregate principal amount of
Securities of all series affected thereby may declare the principal (or, in the
case of discounted Securities, the amount specified in the terms thereof) of
such series to be due and payable. In case an Event of Default under clause (iv)
or (v) shall occur and be continuing, the Trustee or the holders of not less
than 25% in aggregate principal amount of all of the Securities then outstanding
(voting as one class) may declare the principal (or, in the case of discounted
Securities, the amount specified in the terms thereof) of all outstanding
Securities to be due and payable. Any Event of Default with respect to a
particular series of Securities may be waived by the holders of a majority in
aggregate principal amount of the outstanding Securities of such series (or of
all of the outstanding Securities, as the case may be), except in a case of
failure to pay principal or premium, if any, or interest or Additional Amounts,
if any, in respect of such Security for which payment had not been subsequently
made. (Section 6.01 of the Indenture) The Indenture provides that the Trustee
may withhold notice to the securityholders of any default (except in payment of
principal or premium, interest or Additional
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Amounts, if any) if it considers it in the interest of the securityholders to do
so. (Section 6.07 of the Indenture)
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, the Trustee
shall be under no obligation to exercise any of its rights or powers under the
Indenture at the request, order or direction of any of the securityholders,
unless such securityholders shall have offered to the Trustee reasonable
indemnity. (Sections 7.01 and 7.02 of the Indenture) Subject to such provisions
for the indemnification of the Trustee and to certain other limitations, the
holders of a majority in aggregate principal amount of the Securities of all
series affected (voting as one class) at the time outstanding 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. (Section 6.06 of the Indenture)
The Corporation will be required to file with the Trustee annually an
officers' certificate as to the absence of certain defaults under the terms of
the Indenture. (Section 4.07 of the Indenture)
BOOK-ENTRY SYSTEM
The Securities of a series may be issued in whole or in part in the form of
one or more global securities (the "Global Securities") that will be deposited
with or on behalf of a depositary (a "Depositary") identified in the Prospectus
Supplement relating to such series.
The specific terms of the depositary arrangement with respect to any
Securities of a series will be described in the Prospectus Supplement relating
to such series. The Corporation anticipates that the following provisions will
apply to all depositary arrangements.
Unless otherwise specified in an applicable Prospectus Supplement,
Securities that are to be represented by a Global Security to be deposited with
or on behalf of a Depositary will be represented by a Global Security registered
in the name of such Depositary or its nominee. Upon the issuance of a Global
Security in registered form, the Depositary for such Global Security will
credit, on its book-entry registration and transfer system, the respective
principal amounts of the Securities represented by such Global Security to the
accounts of institutions that have accounts with such Depositary or its nominee
("Participants"). The accounts to be credited shall be designated by the
underwriters or agents of such Securities or by the Corporation, if such
Securities are offered and sold directly by the Corporation. Ownership of
beneficial interests in such Global Securities will be limited to Participants
or persons that may hold interests through Participants. Ownership of beneficial
interests by Participants in such Global Securities will be shown on, and the
transfer of that ownership interest will be effected only through, records
maintained by the Depositary or its nominee for such Global Security. Ownership
of beneficial interests in Global Securities by persons that hold through
Participants will be shown on, and the transfer of that ownership interest
within such Participant will be effected only through, records maintained by
such Participant. The laws of some jurisdictions require that certain purchasers
of securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests in
a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the Securities
represented by such Global Security for all purposes under the Indenture
governing such Securities. Except as set forth below, owners of beneficial
interests in such Global Securities will not be entitled to have Securities of
the series represented by such Global Security registered in their names, will
not receive or be entitled to receive physical delivery of Securities of such
series in definitive form and will not be considered the owners or holders
thereof under the Indenture.
Payment of principal of, premium, if any, and any interest on Securities
registered in the name of or held by a Depositary or its nominee will be made to
the Depositary or its nominee, as the case may be, as the registered owner or
the holder of the Global Security representing such Securities. None of the
Corporation, the Trustee, or any agent of the Corporation or Trustee will have
any responsibility or liability for any aspect of the Depositary's records
relating to or payments made on account of beneficial ownership interests in a
Global
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Security for such Securities or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
The Corporation expects that the Depositary for Securities of a series,
upon receipt of any payment of principal, premium or interest in respect of a
permanent Global Security, will immediately credit, on its book-entry
registration and transfer system, the accounts of Participants with payments in
amounts proportionate to their respective beneficial interests in the principal
or face amount of such Global Security as shown on the records of such
Depositary. The Corporation also expects that payments by Participants to owners
of beneficial interests in such Global Security held through such Participants
will be governed by standing instructions and customary practices, as is now the
case with securities held for the accounts of customers registered in "street
name," and will be the responsibility of such Participants.
A Global Security may not be transferred except as a whole by the
Depositary to a nominee of the Depositary. A Global Security representing the
Securities is exchangeable for Securities in definitive registered form only if
(x) the Depositary notifies the Corporation that it is unwilling or unable to
continue as Depositary for such Global Security or if at any time the Depositary
ceases to be a clearing agency registered under the Exchange Act and in either
case the Corporation fails within 90 days thereafter to appoint a successor or
(y) the Corporation in its sole discretion determines that such Global Security
shall be so exchangeable. In such event, the Corporation will issue Securities
in definitive registered form in exchange for the Global Security representing
such Securities. Subject to the foregoing, a Global Security is not
exchangeable, except for a Global Security of like denomination to be registered
in the name of the Depositary or its nominee. (Section 2.05 of the Indenture)
CONCERNING THE TRUSTEE
NBD Bank is the Trustee under the Indenture. NBD Bank is the trustee under
an indenture dated as of January 28, 1988, as supplemented by the First
Supplemental Indenture dated as of May 4, 1992, between itself and the
Corporation. NBD Bank also acts as depository for funds of, makes loans to, acts
as trustee for and performs certain other services for the Corporation and
certain of its subsidiaries and affiliates in the normal course of its business.
PLAN OF DISTRIBUTION
The Corporation may sell Securities to or through underwriters, directly to
other purchasers or through dealers or agents.
The distribution of Securities may be effected from time to time in one or
more transactions at a fixed price or prices, which may be changed, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices.
In connection with the sale of Securities, underwriters, dealers or agents
may receive compensation from the Corporation or from purchasers of Securities
for whom they may act as agents, in the form of discounts, concessions or
commissions. Underwriters, dealers and agents that participate in the
distribution of Securities may be deemed to be underwriters and any discounts or
commissions received by them from the Corporation and any profit on the resale
of Securities by them may be deemed to be underwriting discounts and commissions
under the Securities Act. Any such underwriter, dealer or agent will be
identified, and any such compensation received from the Corporation will be
described, in the Prospectus Supplement.
If so indicated in the Prospectus Supplement, the Corporation will
authorize agents and underwriters to solicit offers by certain institutions to
purchase Securities from the Corporation at the public offering price set forth
in the Prospectus Supplement pursuant to Delayed Delivery Contracts
("Contracts") providing for payment and delivery on the date stated in the
Prospectus Supplement. Each Contract will be for an amount not less than, and
unless the Corporation otherwise agrees the aggregate principal amount of
Securities sold pursuant to Contracts shall be not less nor more than, the
respective amounts stated in the Prospectus Supplement. Institutions with which
Contracts, when authorized, may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable
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institutions, and other institutions, but shall in all cases be subject to the
approval of the Corporation. Contracts will not be subject to any conditions
except that the purchase by an institution of the Securities covered by its
Contract will not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject. A
commission indicated in the Prospectus Supplement will be paid to underwriters
and agents soliciting purchases of Securities pursuant to Contracts accepted by
the Corporation.
Underwriters, dealers and agents who participate in the distribution of
Securities may be entitled to indemnification by the Corporation against certain
liabilities, including liabilities under the Securities Act, or contribution
from the Corporation for payments which such underwriters, dealers or agents may
be required to make in respect of such liabilities, under agreements which may
be entered into by the Corporation.
EXPERTS
The consolidated financial statements of the Corporation incorporated by
reference in the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1995, and the combined statement of revenues and direct operating
expenses of the Electronic Systems Division of Cincinnati Milacron Inc. for the
year ended December 30, 1995 included in the Corporation's Current Report on
Form 8-K filed on January 16, 1996, as amended on Form 8-K/A filed on March 14,
1996, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their reports thereon included or incorporated by reference therein and
incorporated herein by reference. Such financial statements are incorporated
herein by reference in reliance upon such reports given upon the authority of
such firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the Securities offered hereby will be passed upon for the
Corporation by Jones, Day, Reavis & Pogue, Cleveland, Ohio, and for any
underwriters, agents or dealers by Brown & Wood, New York, New York. James E.
Kline, Vice President and General Counsel of the Corporation, will also pass
upon certain matters in connection with the issuance, sale and delivery of the
Securities. Mr. Kline owns and has options to purchase Common Shares of the
Corporation.
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