<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1995
REGISTRATION NO. 33-
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ELI LILLY AND COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C>
INDIANA 35-0470950
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
LILLY CORPORATE CENTER
INDIANAPOLIS, INDIANA 46285
317-276-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
REBECCA O. GOSS, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
ELI LILLY AND COMPANY
LILLY CORPORATE CENTER
INDIANAPOLIS, INDIANA 46285
317-276-2000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE OF AGENT FOR SERVICES)
------------------------
COPIES TO:
<TABLE>
<S> <C>
STEVEN P. LUND, ESQ. KEITH L. KEARNEY, ESQ.
DEWEY BALLANTINE DAVIS POLK & WARDWELL
1301 AVENUE OF THE AMERICAS 450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10019-6092 NEW YORK, NEW YORK 10017
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE 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, check the following box. [x]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
MAXIMUM PROPOSED
OFFERING MAXIMUM AMOUNT OF
TITLE OF SECURITIES PRICE AGGREGATE REGISTRATION
TO BE REGISTERED AMOUNT TO BE REGISTERED(1) PER UNIT(2) OFFERING PRICE(1)(2) FEE
<S> <C> <C> <C> <C>
Debt Securities............................. $1,000,000,000.00 100% $1,000,000,000.00 $344,800
</TABLE>
(1) In U.S. dollars or the equivalent thereof in foreign currencies or currency
units. Such amount shall be increased, if any of the Debt Securities are
issued at an original issue discount, by an amount such that the net
proceeds to be received by the Registrant shall be equal to
$1,000,000,000.00.
(2) Estimated solely for the purpose of determining the registration fee.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT
TO SAID SECTION 8(a), MAY DETERMINE.
________________________________________________________________________________
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PROSPECTUS (SUBJECT TO COMPLETION)
ISSUED MAY 1, 1995
$1,000,000,000
ELI LILLY AND COMPANY
DEBT SECURITIES
------------------------
Eli Lilly and Company (the 'Company' or 'Lilly') may offer from time to
time its debt securities (the 'Securities') having an aggregate initial offering
price of up to $1,000,000,000 (or the equivalent in foreign currency or currency
units) on terms to be determined at the time of sale. The Securities may be sold
for U.S. dollars, foreign currencies or currency units, and the principal of,
premium, if any, and interest, if any, on the Securities may be payable in U.S.
dollars, foreign currencies or currency units. The Securities may be issued in
one or more series with the same or various maturities at or above par or with
an original issue discount. The Securities may be issued in registered form
('Registered Securities'), in bearer form, with or without coupons ('Bearer
Securities'), or in the form of one or more global securities (each a 'Global
Security'). Bearer Securities will be offered only outside the United States and
its possessions to Non-United States persons or to offices located outside the
United States and its possessions of certain United States financial
institutions or to other qualifying persons in accordance with United States
Treasury Regulations Section 1.163-5(c)(2)(i)(D). The specific designation,
aggregate principal amount, currency or currency unit in which the principal,
premium, if any, or interest, if any, is payable, authorized denominations,
purchase price, maturity, rate or rates (which may be fixed or variable) and
time of payment of any interest, redemption or repurchase terms, any listing on
a securities exchange and any other specific terms of the Securities in respect
of which this Prospectus is being delivered (the 'Offered Securities') are set
forth in the accompanying supplement to this Prospectus (the 'Prospectus
Supplement'), together with the terms of offering of the Offered Securities.
------------------------
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. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
------------------------
The Securities may be offered through underwriters, agents or dealers, or
directly to purchasers by the Company or subsidiaries of the Company. If an
underwriter, agent or dealer is involved in the offering of any Offered
Securities, the underwriter's discount, agent's commission or dealer's purchase
price will be set forth in, or may be calculated from, the Prospectus
Supplement, and the net proceeds to the Company from such offering will be the
public offering price of the Offered Securities less such discount in the case
of an underwriter, the purchase price of the Offered Securities less such
commission in the case of an agent or the purchase price of the Offered
Securities in the case of a dealer, and less, in each case, the other expenses
of the Company associated with the issuance and distribution of the Offered
Securities. Any such underwriter (or any representative thereof), dealer or
agent may include Morgan Stanley & Co. Incorporated. See 'Plan of Distribution'
for possible indemnification arrangements for dealers, underwriters and agents.
------------------------
, 1995
<PAGE>
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY UNDERWRITER, DEALER OR AGENT. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY SECURITIES BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING
SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
------------------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the 'Exchange Act'), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the 'Commission'). The reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Commission's Regional Offices at 7 World Trade Center, 13th Floor,
New York, New York 10048 and the Citicorp Center, 500 West Madison Street, Room
1400, Chicago, Illinois 60661. Copies of such material can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington
D.C. 20549 at prescribed rates. Such reports, proxy statements and other
information concerning the Company also can be inspected at the office of the
New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, at the
American Stock Exchange, 86 Trinity Place, New York, New York 10006 and at the
Pacific Stock Exchange Incorporated, 301 Pine Street, San Francisco, California
94101.
------------------------
INFORMATION INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1994, which has been filed by the Company with the Commission pursuant to
the Exchange Act, is incorporated herein by reference.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering
of the Securities, shall be deemed to be incorporated in this Prospectus by
reference and to be a part hereof from the respective date of filing of each
such document. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement herein or in any
other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all of
the documents incorporated by reference herein, other than exhibits to such
documents. Requests should be directed to Eli Lilly and Company, Shareholder
Services Department, Lilly Corporate Center, Indianapolis, Indiana 46285,
telephone number (317) 276-2000.
2
<PAGE>
THE COMPANY
Eli Lilly and Company was incorporated in 1901 under the laws of Indiana to
succeed to the drug manufacturing business founded in Indianapolis, Indiana, in
1876 by Colonel Eli Lilly. The Company, including its subsidiaries, is engaged
in the discovery, development, manufacture and sale of products and the
provision of services in one industry segment -- Life Sciences. Products are
manufactured or distributed through owned or leased facilities in the United
States, Puerto Rico and 26 other countries, in 19 of which the Company owns or
has an interest in manufacturing facilities. Its products are sold in
approximately 117 countries. Through its PCS Health Systems subsidiary, the
Company provides pharmacy benefit management services in the United States.
Most of the Company's products were discovered or developed through the
Company's research and development activities, and the success of the Company's
business depends to a great extent on the introduction of new products resulting
from these research and development activities. Research efforts are primarily
directed toward the discovery of products to diagnose and treat diseases in
human beings and animals and to increase the efficiency of animal food
production. The principal executive offices of the Company are located at Lilly
Corporate Center, Indianapolis, Indiana 46285, telephone number (317) 276-2000.
USE OF PROCEEDS
Unless otherwise indicated in the Prospectus Supplement, the net proceeds
to be received by the Company from sales of the Securities will be used for
general corporate purposes, which may include reducing short-term indebtedness
in the form of commercial paper used to finance the acquisition of the pharmacy
benefits management business of McKesson Corporation, a Delaware corporation,
working capital, capital expenditures, stock repurchases, repayment and
refinancing of other indebtedness and acquisitions.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's ratio of earnings to fixed
charges for the periods indicated:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
- ----------------------------------------------------
PRO
FORMA
1994(1) 1994 1993 1992 1991 1990
- ------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
5.1 14.0 7.6 11.7 19.1 15.7
</TABLE>
- ------------
(1) The pro forma ratio of earnings to fixed charges gives full-year effect to
the acquisition of PCS Health Systems, Inc. from McKesson Corporation as
discussed in 'Recent Developments' in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1994, as incorporated herein by
reference. This acquisition was financed with approximately $4 billion of
short-term indebtedness in the form of commercial paper of which
$800,000,000 was refinanced with long-term indebtedness.
The ratio of earnings to fixed charges represents the historical ratio of
the Company and is calculated on a total worldwide basis. The ratio is computed
by dividing the sum of earnings from continuing operations before taxes and
fixed charges excluding capitalized interest by fixed charges. Fixed charges
represent interest expense (including capitalized interest).
DESCRIPTION OF SECURITIES
The Securities are to be issued under an Indenture (the 'Indenture'),
between the Company and Citibank, N.A., as Trustee (the 'Trustee'). The form of
the Indenture, dated as of February 1, 1991, is an exhibit to the Registration
Statement of which this Prospectus is a part. The Indenture incorporates the
Company's Standard Multiple-Series Indenture provisions, a copy of which is an
exhibit to the Registration Statement. The Indenture does not limit the
aggregate principal amount of Securities which may be issued thereunder. The
Company may issue Securities under the Indenture as the
3
<PAGE>
Company shall see fit. The Company may enter into one or more additional
indentures providing for the issuance of Securities with one or more banking
institutions organized under the laws of the United States of America, any state
thereof or such foreign jurisdictions as may be permitted under the Trust
Indenture Act of 1939, as amended, serving as trustee. Reference is made to the
Prospectus Supplement for information regarding the Indenture or any additional
indenture under which the Offered Securities will be issued.
The statements under this heading are subject to the detailed provisions of
the Indenture. Whenever particular provisions of the Indenture or terms defined
therein are referred to, such provisions or definitions are incorporated by
reference herein as a part of the statements made and the statements are
qualified in their entirety by such reference.
General: The Securities will be unsecured general obligations of the
Company and will rank on a parity with the other unsecured and unsubordinated
indebtedness for borrowed money of the Company. The Indenture provides that the
Offered Securities and other unsecured debt securities of the Company, without
limitation as to aggregate principal amount (collectively, the 'Indenture
Securities'), may be issued in one or more series, and a single series may be
issued at various times, with different maturity dates and different interest
rates, in each case as authorized from time to time by the Company.
One or more series of the Indenture Securities may be issued with the same
or various maturities at par or at a discount. Offered Securities bearing no
interest or interest at a rate which at the time of issuance is below the market
rate ('Original Issue Discount Securities') will be sold at a discount (which
may be substantial) below their stated principal amount. Federal income tax
consequences and other special considerations applicable to any such Original
Issue Discount Securities will be described in the Prospectus Supplement
relating thereto.
If any of the Offered Securities are sold for any foreign currency or
currency unit or if the principal of, premium, if any, or interest, if any, on
any of the Offered Securities is payable in any foreign currency or currency
unit, the restrictions, elections, tax consequences, specific terms and other
information with respect to such issue of Offered Securities and such foreign
currency or currency unit will be set forth in the Prospectus Supplement
relating thereto.
The Prospectus Supplement will state the price or prices (which may be
expressed as a percentage of the aggregate principal amount thereof) at which
the Offered Securities will be sold.
Reference is made to the Prospectus Supplement relating to the Offered
Securities for the following terms thereof:
(1) the specific designation of the Offered Securities;
(2) the aggregate principal amount of the Offered Securities;
(3) the date or dates on which the principal of and premium, if any,
on the Offered Securities shall be payable or the method of determination
thereof;
(4) the rate or rates (which may be fixed or variable) at which the
Offered Securities shall bear interest, if any, or the method by 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, the date or dates on which such interest shall be payable and
the record dates therefor;
(5) if other than in U.S. dollars, the currency or currency unit in
which payment of the principal of, premium, if any, and interest, if any,
on the Offered Securities shall be payable and the Dollar Determination
Agent (as defined in the Indenture), if any;
(6) if the amount of payments of the principal of, premium, if any, or
interest, if any, on the Offered Securities may be determined with
reference to an index, formula or other method based on a currency or
currency unit, or other commodity as permitted, other than that in which
the Offered Securities are stated to be payable, the manner in which such
amounts shall be determined;
(7) if the principal of, premium, if any, or interest, if any, on the
Offered Securities are to be payable at the election of the Company or a
holder thereof in a currency or currency unit other than that in which the
Offered Securities are stated to be payable, the period or periods within
which and the terms and conditions upon which such election may be made;
4
<PAGE>
(8) the place or places where the principal of, premium, if any, and
interest, if any, on the Offered Securities shall be payable;
(9) the period or periods within which, the price or prices at which
and the terms and conditions upon which the Offered Securities may be
redeemed, in whole or in part, at the option of the Company;
(10) the obligation, if any, of the Company to redeem, purchase or
repay the Offered Securities pursuant to any sinking fund or analogous
provision 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 the Offered Securities shall be redeemed, purchased or repaid,
in whole or in part, pursuant to such obligation;
(11) whether the Offered Securities are to be issued as Bearer
Securities and, if so, (i) whether the Offered Securities are also to be
issued as Registered Securities and (ii) the manner in which such Bearer
Securities are to be dated;
(12) whether the Offered Securities are to be issued in whole or in
part in the form of one or more Global Securities and, if so, the identity
of the Depositary (as defined in the Indenture) for such Global Security or
Securities;
(13) if a temporary Global Security is to be issued with respect to
the Offered Securities, whether any interest thereon payable on an interest
payment date prior to the issuance of a permanent Global Security or
definitive Bearer Securities will be paid to the Depositary for such
temporary Global Security and, in such event, the terms and conditions upon
which such interest payments received by such Depositary will be credited
to the account of the persons entitled thereto on such interest payment
date;
(14) if a temporary Global Security is to be issued with respect to
the Offered Securities, the terms upon which interests in such temporary
Global Security may be exchanged for interests in a permanent Global
Security or for definitive Securities of the series and the terms upon
which interests in a permanent Global Security, if any, may be exchanged
for definitive Securities of the series;
(15) if any of the Offered Securities are to be issued in registered
form, the denominations, if other than denominations of $1,000 and any
integral multiple thereof, in which such Registered Securities are to be
issued and, if any of the Offered Securities are to be issued in bearer
form, the denominations, if other than the denomination of $5,000, in which
such Bearer Securities are to be issued;
(16) if other than the principal amount thereof, the portion of the
principal amount of the Offered Securities payable upon declaration of
acceleration of the maturity of the Offered Securities;
(17) the provisions, if any, relating to the cancellation and
satisfaction of the Indenture or certain covenants contained in the
Indenture with respect to the Offered Securities prior to the maturity
thereof pursuant to Section 12.02 thereof (see 'Defeasance of the Indenture
and the Indenture Securities');
(18) any deletions from or modifications of or additions to the Events
of Default set forth in Section 6.01 or covenants contained in Article 5 of
the Indenture pertaining to the Offered Securities;
(19) whether and under what circumstances and with what procedures and
documentation the Company will pay additional amounts on any of the Offered
Securities to any holder who is not a United States Person (including a
definition of such term), in respect of any tax, assessment or governmental
charge withheld or deducted and, if so, whether the Company will have the
option to redeem such Securities rather than pay additional amounts (and
the terms of any such option);
(20) the Person to whom any interest on any Registered Security shall
be payable, if other than the Person in whose name that Security (or a
Predecessor Security) is registered at the close of business on the record
date therefor, the manner in which, or the Person to whom any interest on
any Bearer Security shall be payable, if otherwise than upon presentation
and surrender of the
5
<PAGE>
coupons appertaining thereto as they severally mature and the extent to
which, or the manner in which, any interest payable on a temporary Global
Security will be paid; and
(21) any other terms of the Offered Securities not inconsistent with
the provisions of the applicable Indenture and not adversely affecting the
rights of the holders of any other series of Indenture Securities then
outstanding. (Section 3.01)
The Company may authorize the issuance and provide for the terms of a
series of Indenture Securities pursuant to a resolution of its Board of
Directors or any duly authorized committee thereof or pursuant to a supplemental
indenture. The provisions of the Indenture described above provide the Company
with the ability, in addition to the ability to issue Indenture Securities with
terms different from those of Indenture Securities previously issued, to
'reopen' a previous issue of a series of Indenture Securities and to issue
additional Indenture Securities of such series.
The Indenture Securities may be issued as Registered Securities, Bearer
Securities or both. Indenture Securities of a series may be issued in whole or
in part in the form of one or more Global Securities, as described below under
'Global Securities.' One or more Global Securities will be issued in a
denomination or aggregate denominations equal to the aggregate principal amount
of outstanding Indenture Securities of the series to be represented by such
Global Security or Securities. The Prospectus Supplement relating to a series of
Indenture Securities denominated in a foreign currency or currency unit will
specify the denomination thereof. (Section 3.02)
Limitations on the issuance of Bearer Securities, as well as certain
Federal income tax consequences and other special considerations applicable to
any such Bearer Securities, will be described in the Prospectus Supplement
relating thereto.
Exchange, Registration and Transfer: At the option of a holder of the
Indenture Securities upon request confirmed in writing, and subject to the terms
of the applicable Indenture, Bearer Securities (with all unmatured coupons,
except as provided below) of any series may be exchanged for an equal aggregate
principal amount of Registered Securities (if the Indenture Securities of such
series are to be issued as Registered Securities) or Bearer Securities (if
Bearer Securities of such series are to be issued in more than one denomination)
of the same series (with the same interest rate and maturity date), but no
Bearer Security will be delivered in or to the United States, and Registered
Securities of any series (other than a Global Security, except as set forth
below) will be exchangeable into an equal aggregate principal amount of
Registered Securities of the same series (with the same interest rate and
maturity date) of different authorized denominations. If a holder surrenders
Bearer Securities in exchange for Registered Securities between a Regular Record
Date or, in certain circumstances, a Special Record Date (each as defined in the
Indenture), and the relevant interest payment date, such holder will not be
required to surrender the coupon relating to such interest payment date.
Registered Securities may not be exchanged for Bearer Securities. (Section 3.05)
Indenture Securities may be presented for exchange, and Registered
Securities (other than a Global Security) may be presented for transfer (with
the form of transfer endorsed thereon duly executed), at the office of any
transfer agent or at the office of the Security Registrar, without service
charge and upon payment of any taxes and other governmental charges as described
in the applicable Indenture. Such transfer or exchange will be effected upon the
transfer agent or the Security Registrar, as the case may be, being satisfied
with the documents of title and identity of the person making the request.
Bearer Securities, and the coupons if any appertaining thereto, will be
transferable by delivery. (Section 3.05)
Global Securities: The Indenture Securities of a series may be issued in
whole or in part in the form of one or more Global Securities that will be
deposited with, or on behalf of, the Depositary identified in the Prospectus
Supplement relating thereto. Global Securities may be issued in either
registered or bearer form and in either temporary or permanent form. Unless and
until it is exchanged in whole or in part for Indenture Securities in definitive
form, a Global Security may not be transferred except as a whole by the
Depositary for such Global Security to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. (Sections 3.03 and 3.05)
6
<PAGE>
The specific terms of the depositary arrangement with respect to any
Indenture Securities of a series will be described in the Prospectus Supplement
relating thereto. The Company anticipates that the following provisions will
apply to all depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security will credit, on its book-entry registration and transfer system, the
respective principal amounts of the Indenture Securities represented by such
Global Security to the accounts of institutions that have accounts with such
Depositary ('participants'). The accounts to be credited shall be designated by
the underwriters or agents through which such Indenture Securities were sold or
by the Company, if such Indenture Securities are offered and sold directly by
the Company. Ownership of beneficial interests in a Global Security will be
limited to participants or persons that may hold interests through participants.
Ownership of beneficial interests in such Global Security will be shown on, and
the transfer of that ownership will be effected only through, records maintained
by the Depositary for such Global Security or by participants or persons that
hold through participants. The laws of some states 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
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 Indenture Securities
represented by such Global Security for all purposes under the Indenture
governing such Indenture Securities. Except as set forth below, owners of
beneficial interests in a Global Security will not be entitled to have Indenture
Securities of the series represented by such Global Security registered in their
names, will not receive or be entitled to receive physical delivery of Indenture
Securities of such series in definitive form and will not be considered the
owners or holders thereof under the Indenture governing such Indenture
Securities.
Subject to certain limitations on the issuance of Bearer Securities which
will be described in the Prospectus Supplement relating thereto, payments of
principal of, premium, if any, and interest, if any, on Indenture 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 Indenture Securities. None
of the Company, the Trustee for such Indenture Securities, any paying agent or
the Security Registrar for such Indenture Securities will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a Global Security
for such Indenture Securities or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
The Company expects that the Depositary for Indenture Securities of a
series, upon receipt of any payment of principal, premium, if any, or interest,
if any, in respect of a permanent Global Security, will credit immediately
participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of such Global Security
as shown on the records of such Depositary. The Company 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 in bearer form or registered in 'street name,' and
will be the responsibility of such participants. Receipt by owners of beneficial
interests in a temporary Global Security of payments in respect of such
temporary Global Security may be subject to restrictions. Any such restrictions
will be described in the Prospectus Supplement relating thereto.
If a Depositary for Indenture Securities of a series is at any time
unwilling or unable to continue as Depositary and a successor depositary is not
appointed by the Company within ninety days, the Company will issue Indenture
Securities of such series in definitive form in exchange for the Global Security
or Securities representing the Indenture Securities of such series. In addition,
the Company may at any time and in its sole discretion determine not to have any
Indenture Securities of a series represented by one or more Global Securities
and, in such event, will issue Indenture Securities of such series in definitive
form in exchange for the Global Security or Securities representing such
Indenture Securities. Further, if the Company so specifies with respect to the
Indenture Securities of a series, each Person specified by the Depositary of the
Global Security representing Indenture Securities of such series may, on terms
acceptable to the Company and the Depositary for such Global Security, receive
7
<PAGE>
Indenture Securities of such series in definitive form. In any such instance,
each Person so specified by the Depositary of the Global Security will be
entitled to physical delivery in definitive form of Indenture Securities of the
series represented by such Global Security equal in principal amount to such
Person's beneficial interest in the Global Security. Indenture Securities of
such series so issued in definitive form will be issued (a) as Registered
Securities if the Indenture Securities of such series are to be issued as
Registered Securities, (b) as Bearer Securities if the Indenture Securities of
such series are to be issued as Bearer Securities or (c) as either Registered or
Bearer Securities, if the Indenture Securities of such series are to be issued
in either form. A description of certain restrictions on the issuance of a
Bearer Security in definitive form in exchange for an interest in a Global
Security will be contained in the Prospectus Supplement relating thereto.
(Section 3.05)
Payment and Paying Agents: Payment of principal of, premium, if any, and
interest, if any, on Bearer Securities will be made in the currency or currency
unit designated in the Prospectus Supplement, subject to any applicable laws and
regulations, at such paying agencies outside the United States as the Company
may appoint from time to time. Any such payment may be made, at the option of a
holder, by a check in the designated currency or currency unit or by transfer to
an account in the designated currency or currency unit maintained by the payee
with a bank located outside the United States. No payment with respect to any
Bearer Security will be made at the principal corporate trust office of the
Trustee or any other paying agency maintained by the Company in the United
States nor will any such payment be made by transfer to an account with a bank
located, or by check mailed to an address, in the United States. Notwithstanding
the foregoing, payments of principal of and premium, if any, and interest, if
any, on Bearer Securities may be made in U.S. dollars at the principal corporate
trust office of the Trustee in the Borough of Manhattan, The City of New York,
if payment of the full amount thereof at all paying agencies outside the United
States is illegal or effectively precluded by exchange controls or other similar
restrictions. (Sections 3.11 and 5.02)
Unless otherwise set forth in the applicable Prospectus Supplement, payment
of principal of and premium, if any, on Registered Securities will be made in
the designated currency or currency unit against surrender of such Registered
Securities at the principal corporate trust office of the Trustee in the Borough
of Manhattan, The City of New York. Unless otherwise indicated in the Prospectus
Supplement, payment of any installment of interest on Registered Securities will
be made to the person in whose same such Registered Security is registered at
the close of business on the regular record date for such interest. Unless
otherwise indicated in the Prospectus Supplement, payments of such interest will
be made at the principal corporate trust office of the Trustee in the Borough of
Manhattan, The City of New York, or by a check in the designated currency or
currency unit mailed to each holder of a Registered Security at such holder's
registered address. (Section 3.11)
The paying agents outside the United States initially appointed by the
Company for a series of Indenture Securities will be named in the Prospectus
Supplement. The Company may terminate the appointment of any of the paying
agents from time to time, except that the Company will maintain at least one
paying agent in the Borough of Manhattan, The City of New York, for payments
with respect to Registered Securities and at least one paying agent in a city in
Europe so long as any Bearer Securities are outstanding where Bearer Securities
may be presented for payment and may be surrendered for exchange, provided that
so long as any series of Indenture Securities is listed on The International
Stock Exchange of the United Kingdom and the Republic of Ireland or the
Luxembourg Stock Exchange or any other stock exchange located outside the United
States and such stock exchange shall so require, the Company will maintain a
paying agent in London or Luxembourg or any other required city located outside
the United States, as the case may be, for such series of Indenture Securities.
(Section 5.02)
All moneys paid by the Company to a paying agent for the payment of
principal of, premium, if any, or interest, if any, on any Indenture Security
that remains unclaimed at the end of two years after such principal, premium or
interest shall have become due and payable will be repaid to the Company and the
holder of such Indenture Security entitled to receive such payment will
thereafter look only to the Company for payment thereof. (Section 12.05)
Concerning the Trustee: The Trustee shall, prior to the occurrence of any
Event of Default (as defined in the Indenture) with respect to the Indenture
Securities of any series and after the curing or
8
<PAGE>
waiving of all Events of Default with respect to such series which have
occurred, perform only such duties as are specifically set forth in such
Indenture. During the existence of any Event of Default with respect to the
Indenture Securities of any series, the Trustee shall exercise such of the
rights and powers vested in it under the Indenture with respect to such series
and use the same degree of care and skill in their exercise as a prudent man
would exercise or use under the circumstances in the conduct of his own affairs.
The Trustee may acquire and hold Indenture Securities and, subject to
certain conditions, otherwise deal with the Company as if it were not Trustee
under the Indenture. (Section 7.03)
The Company has lines of credit from the Trustee.
Modification of the Indenture: The Indenture contains provisions permitting
the Company and the Trustee, without the consent of the holders of the Indenture
Securities, to establish, among other things, the form and terms of any series
of Indenture Securities issuable thereunder by one or more supplemental
indentures, to add covenants and to provide for security for the Indenture
Securities, and, with the consent of the holders of not less than a majority of
the aggregate principal amount of the Indenture Securities of any series at the
time outstanding, evidenced as in the Indenture provided, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture with respect to Indenture Securities of such series or modifying in
any manner the rights of the holders of the Indenture Securities of such series;
provided, however, that no such supplemental indenture shall (i) extend the
fixed maturity, or the earlier optional date of maturity, if any, of any
Indenture Security of a particular series or reduce the principal amount thereof
or the premium thereon, if any, or reduce the rate or extend the time of payment
of interest, if any, thereon, or make the principal thereof or premium, if any,
or interest, if any, thereon payable in any currency or currency unit other than
as provided pursuant to the Indenture or in the Indenture Securities of such
series, without the consent of the holder of each Indenture Security so
affected, or (ii) reduce the aforesaid percentage of Indenture Securities of any
series, the holders of which are required to consent to any such supplemental
indenture, without the consent of the holders of all Indenture Securities of
such series outstanding thereunder. (Sections 10.01 and 10.02)
Certain Covenants: Unless otherwise provided in the Indenture Securities,
the Indenture contains a covenant by the Company not to create, assume or suffer
to exist any lien on any Restricted Property (described below) to secure any
debt of the Company, any subsidiary or any other person, or permit any
subsidiary to do so, without securing the Indenture Securities of any series
having the benefit of the covenant by such lien equally and ratably with such
debt for so long as such debt shall be so secured, subject to certain exceptions
specified in the Indenture. Exceptions include: (a) existing liens or liens on
facilities of corporations at the time they become subsidiaries; (b) liens
existing on facilities when acquired, or incurred to finance the purchase price,
construction or improvement thereof; (c) certain liens in favor of or required
by contracts with governmental entities; and (d) liens otherwise prohibited by
such covenant, securing indebtedness which, together with the aggregate amount
of outstanding indebtedness secured by liens otherwise prohibited by such
covenant and the value of certain sale and leaseback transactions, does not
exceed 15% of the Company's consolidated net tangible assets (defined in the
Indenture as total assets less current liabilities and intangible assets).
(Section 5.09)
Unless otherwise provided in the Indenture Securities, the Indenture also
contains a covenant by the Company not to, and not to permit any subsidiary to,
enter into any sale and leaseback transaction covering any Restricted Property
unless (a) the Company would be entitled under the provisions described above to
incur debt equal to the value of such sale and leaseback transaction, secured by
liens on the facilities to be leased, without equally and ratably securing the
Indenture Securities, or (b) the Company, during the six months following the
effective date of such sale and leaseback transaction, applies an amount equal
to the value of such sale and leaseback transaction to the voluntary retirement
of long-term indebtedness or to the acquisition of Restricted Property. (Section
5.10)
The Indenture defines Restricted Property as (a) any manufacturing facility
(or portion thereof) owned or leased by the Company or any subsidiary and
located within the continental United States which, in the opinion of the Board
of Directors, is of material importance to the business of the Company and its
subsidiaries taken as a whole, but no such manufacturing facility (or portion
thereof) shall be deemed of material importance if its gross book value (before
deducting accumulated
9
<PAGE>
depreciation) is less than 2% of the Company's consolidated net tangible assets,
or (b) any shares of capital stock or indebtedness of any subsidiary owning any
such manufacturing facility. (Section 5.09)
Because the covenants described above cover only manufacturing facilities
in the continental United States, the Company's manufacturing facilities in
Puerto Rico are excluded from the operation of the covenants.
There are no other restrictive covenants contained in the Indenture. The
Indenture does not contain any provision which will restrict the Company from
incurring, assuming or becoming liable with respect to any indebtedness or other
obligations, whether secured or unsecured, or from paying dividends or making
other distributions on its capital stock or purchasing or redeeming its capital
stock. The Indenture does not contain any financial ratios, or specified levels
of net worth or liquidity to which the Company must adhere. In addition, the
Indenture does not contain any provision which would require that the Company
repurchase or redeem or otherwise modify the terms of any of its Securities upon
a change in control or other events involving the Company which may adversely
affect the creditworthiness of the Securities.
Default and Certain Rights on Default: The Indenture provides that upon the
happening of any Event of Default with respect to any series of Indenture
Securities specified therein (unless it is inapplicable to such series of
Indenture Securities or it is specifically deleted in the supplemental indenture
or Board Resolution under which such series of Indenture Securities is issued or
has been modified in any such supplemental indenture), including (i) failure to
pay interest when due on the Indenture Securities of such series outstanding
thereunder, continued for 30 days; (ii) failure to pay principal or premium, if
any, when due (whether at maturity, declaration or otherwise) on the Indenture
Securities of such series outstanding thereunder; (iii) failure to observe or
perform any covenant of the Company in the Indenture or the Indenture Securities
of such series (other than a covenant included in the Indenture or the Indenture
Securities solely for the benefit of a series of Indenture Securities other than
such series), continued for 60 days after written notice from the Trustee or the
holders of 25% or more in aggregate principal amount of the Indenture Securities
of such series outstanding thereunder; (iv) certain events of bankruptcy,
insolvency or reorganization; and (v) any other Event of Default as may be
specified for such series, the Trustee or the holders of 25% or more in
aggregate principal amount of Indenture Securities of such series outstanding
thereunder may declare the principal amount of all Indenture Securities of such
series to be due and payable immediately, but if all defaults with respect to
Indenture Securities of such series (other than non-payment of accelerated
principal) are cured and there has been no sale of property under any judgment
or decree for the payment of moneys due which shall have been obtained or
entered, the holders of a majority in aggregate principal amount of the
Indenture Securities of such series outstanding thereunder may waive the default
and rescind the declaration and its consequences. (Section 6.01)
The Indenture provides that the holders of a majority in aggregate
principal amount of the Indenture Securities of any series outstanding
thereunder may, subject to certain exceptions, direct the time, method and place
of conducting any proceeding for any remedy available to, or exercising any
power or trust conferred upon, the Trustee with respect to Indenture Securities
of such series and may on behalf of all holders of Indenture Securities of such
series waive any past default and its consequences with respect to Indenture
Securities of such series, except a default in the payment of the principal of,
premium, if any, or interest, if any, on any of the Indenture Securities of such
series. (Section 6.06)
Holders of any Security of any series may not institute any proceeding to
enforce the Indenture unless the Trustee shall have refused or neglected to act
for 60 days after a request and offer of satisfactory indemnity by the holders
of 25% or more in aggregate principal amount of the Indenture Securities of such
series outstanding thereunder, but the right of any holder of any Security of
any series to enforce payment of the principal of, premium, if any, or interest,
if any, on his Indenture Securities when due shall not be impaired without the
consent of such holder. (Section 6.04)
The Trustee is required to give the holders of any Security of any series
notice of default with respect to such series (Events of Default summarized
above, exclusive of any grace period and irrespective of any requirement that
notice of default be given) known to it within 90 days after the happening
thereof, unless cured before the giving of such notice, but, except for defaults
in payments of
10
<PAGE>
the principal of, premium, if any, or interest, if any, on the Indenture
Securities of such series, the Trustee may withhold notice if and so long as it
determines in good faith that the withholding of such notice is in the interests
of the holders of the Securities of such series.
The Company is required to deliver to the Trustee each year an officers'
certificate stating whether such officers have obtained knowledge of any default
by the Company in the performance of certain covenants and, if so, specifying
such default and the nature thereof. (Section 5.06)
Consolidation, Merger and Sale of Assets: The Company, without the consent
of the Holders of any of the Outstanding Securities under the Indenture, may
consolidate or merge with or into, or transfer or lease substantially all of its
assets to, any Person that is a corporation organized and validly existing under
the laws of any domestic jurisdiction, or may permit any such Person to
consolidate with or merge into the Company or convey, transfer or lease
substantially all of its assets to the Company, provided (a) that any successor
Person assumes the Company's obligations on the Securities under the Indenture,
(b) that after giving effect to the transaction, no Event of Default, and no
event which, after notice or lapse of time, would become an Event of Default,
shall have occurred and be continuing, and (c) that certain other conditions are
met. (Section 11.02)
Defeasance of the Indenture and the Indenture Securities: If the Prospectus
Supplement relating to the Offered Securities so provides, the Company at its
option (a) will be Discharged (as such term is defined in the Indenture) from
any and all obligations in respect of the Offered Securities (except for certain
obligations to register the transfer and exchange of Securities, replace stolen,
lost or mutilated Securities and coupons, maintain paying agencies and hold
moneys for payment in trust) or (b) need not comply with certain restrictive
covenants of the Indenture, in each case after the Company deposits with the
Trustee thereunder, in trust, money, and, in the case of Securities and coupons
denominated in U.S. dollars, U.S. Government Obligations (as defined in the
Indenture) or, in the case of Securities and coupons denominated in a foreign
currency, Foreign Government Securities (as defined in the Indenture), which
through the payment of interest thereon and principal thereof in accordance with
their terms will provide money or a combination of money, and U.S. Government
Obligations or Foreign Government Securities, as the case may be, in an amount
sufficient to pay in the currency, currencies or currency unit or units in which
the Offered Securities are payable all the principal of, and interest on, the
Offered Securities on the date such payments are due in accordance with the
terms of the Offered Securities. Among the conditions to the Company's
exercising any such option, the Company is required to deliver to the Trustee an
opinion of independent counsel of recognized standing to the effect that the
deposit and related defeasance would not cause the Holders of the Offered
Securities to recognize income, gain or loss for United States Federal income
tax purposes and that the Holders will be subject to United States Federal
income tax in the same amounts, in the same manner and at the same time as would
have been the case if such deposit and related defeasance had not occurred.
(Sections 12.01 and 12.02)
PLAN OF DISTRIBUTION
The Company may offer the Securities (i) to or through one or more
underwriters, (ii) to or through dealers, (iii) through agents, or (iv) directly
or through its subsidiaries to purchasers. The Prospectus Supplement will
describe the method of distribution of the Offered Securities.
The distribution of Offered 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 market
prices or at negotiated prices.
If underwriters are used in the offering of Offered Securities, the names
of the managing underwriter or underwriters and any other underwriters, and the
terms of the transaction, including compensation of the underwriters and
dealers, if any, will be set forth in the Prospectus Supplement relating to such
offering. Only underwriters named in a Prospectus Supplement will be deemed to
be underwriters in connection with the Offered Securities described therein.
Firms not so named will have no direct or indirect participation in the
underwriting of such Offered Securities, although such a firm may participate in
the distribution of such Offered Securities under circumstances entitling it to
a dealer's commission. It is anticipated that any underwriting agreement
pertaining to any Offered
11
<PAGE>
Securities will (i) entitle the underwriters to indemnification by the Company
against certain civil liabilities, including liabilities under the Securities
Act of 1933, as amended (the 'Securities Act'), or to contribution for payments
which the underwriters may be required to make in respect thereof, (ii) provide
that the obligations of the underwriters will be subject to certain conditions
precedent, and (iii) provide that the underwriters generally will be obligated
to purchase all Offered Securities if any are purchased.
The Company also may sell Offered Securities to a dealer as principal. In
such event, the dealer may then resell such Offered Securities to the public at
varying prices to be determined by such dealer at the time of resale. The name
of the dealer and the terms of the transactions will be set forth in the
Prospectus Supplement relating thereto.
Offered Securities also may be offered through agents designated by the
Company from time to time. Any such agent will be named, and the terms of any
such agency will be set forth, in the Prospectus Supplement relating thereto.
Unless otherwise indicated in such Prospectus Supplement, any such agent will
act on a best efforts basis for the period of its appointment.
As one of the means of direct issuance of the Indenture Securities, the
Company may utilize the services of any available electronic auction system to
conduct an electronic 'dutch auction' of the Indenture Securities among
potential purchasers who are eligible to participate in the auction of such
Indenture Securities, if so described in the Prospectus Supplement.
Dealers and agents named in a Prospectus Supplement may be deemed to be
underwriters (within the meaning of the Securities Act) of the Offered
Securities described therein and, under agreements which may be entered into
with the Company, may be entitled to indemnification by the Company against
certain civil liabilities, including liabilities under the Securities Act, or to
contribution for payments which they may be required to make in respect thereof.
Underwriters, dealers and agents may engage in transactions with, or perform
services for, the Company in the ordinary course of business.
In connection with the original issuance of Offered Securities issued as
Bearer Securities, in order to meet the requirements set forth in U.S. Treasury
Regulation Section 1.163-5(c)(2)(i)(D), each underwriter, dealer and agent will
agree to certain restrictions in connection with the original issuance of such
Offered Securities. Such restrictions will be described in the Prospectus
Supplement relating thereto.
Offers to purchase Securities may be solicited directly by the Company or
through its subsidiaries and sales thereof may be made by the Company directly
to institutional investors or others. The terms of any such sales will be
described in the Prospectus Supplement relating thereto.
LEGAL MATTERS
The legality of the Securities offered hereby will be passed upon by Dewey
Ballantine, 1301 Avenue of the Americas, New York, New York, on behalf of the
Company, and Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York, on
behalf of the underwriters or agents, if any. Dewey Ballantine and Davis Polk &
Wardwell in rendering their opinions, will rely, as to matters governed by the
laws of the State of Indiana, upon the opinion of Daniel P. Carmichael,
Secretary and Deputy General Counsel for the Company.
EXPERTS
The consolidated financial statements of the Company incorporated by
reference in the Company's Annual Report (Form 10-K) for the year ended December
31, 1994, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
12
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............................... $344,800
Printing and engraving............................................................ 15,000*
Accounting services............................................................... 15,000*
Legal services.................................................................... 50,000*
Fees and expenses of Trustee...................................................... 5,000*
Rating agency fees................................................................ 60,000*
Expenses of qualification under state blue sky laws............................... 15,000*
Miscellaneous..................................................................... 1,200*
--------
Total................................................................... $506,000*
--------
--------
</TABLE>
- ------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Indiana Business Corporation Law provides that a corporation, unless
limited by its Articles of Incorporation, is required to indemnify its directors
and officers against reasonable expenses incurred in the successful defense of
any proceeding arising out of their serving as a director or officer of the
corporation.
As permitted by the Indiana Business Corporation Law, the Company's
Articles of Incorporation provide for indemnification of directors, officers,
and employees of the Company against any and all liability and reasonable
expense that may be incurred by them, arising out of any claim or action, civil
or criminal in which they may become involved by reason of being or having been
a director, officer, or employee. To be entitled to indemnification, those
persons must have been wholly successful in the claim or action or the Board of
Directors or independent legal counsel must have determined that such persons
acted in good faith in what they reasonably believed to be in the best interest
of the Company and, in addition, in any criminal action, had no reasonable cause
to believe that their conduct was unlawful.
Officers and directors of the Company are insured, subject to certain
exclusions and deductible and maximum amounts, against loss from claims arising
in connection with their acting in their respective capacities, which include
claims under the Securities Act of 1933.
ITEM 16. LIST OF EXHIBITS.
<TABLE>
<S> <C>
1.1 -- Form of Underwriting Agreement.*
1.2 -- Form of Distribution Agreement.**
4.1 -- Form of Indenture between the Company and Citibank, N.A., as Trustee.*
4.2 -- Eli Lilly and Company Standard Multiple-Series Indenture Provisions.*
5.1 -- Opinion of Dewey Ballantine as to legality of the securities being registered, including consent.
5.2 -- Opinion of Daniel P. Carmichael as to legality of the securities being registered, including consent.
12.1 -- Computation of Ratios of Earnings to Fixed Charges of Eli Lilly and Company and Consolidated Subsidiaries
(Continuing Operations Only).`D'
23.1 -- Consent of Ernst & Young LLP.
25.1 -- Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Citibank,
N.A., as Trustee.
</TABLE>
- ------------
* Incorporated by reference from Registrant's Registration Statement on Form
S-3, Registration No. 33-38347.
** Incorporated by reference from Registrant's Registration Statement on Form
S-3, Registration No. 33-56208.
`D' Incorporated by reference from Registrant's Form 10-K for the fiscal year
ended December 31, 1994.
II-1
<PAGE>
ITEM 17. UNDERTAKINGS.
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, unless the information required to be included
in such post-effective amendment is contained in a periodic report filed
by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934, as amended, and incorporated by
reference in this registration statement;
(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, unless the information required to be
included in such post-effective amendment is contained in a periodic
report filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934, as amended, and incorporated by
reference in this 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.
(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.
(4) 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 therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
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 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-2
<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 Indianapolis, State of Indiana, on April 17, 1995.
ELI LILLY AND COMPANY
By /S/ RANDALL L. TOBIAS
-----------------------------------
(RANDALL L. TOBIAS, CHAIRMAN OF THE
BOARD
AND CHIEF EXECUTIVE OFFICER)
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------------------- -------------------
<S> <C> <C>
/S/ RANDALL L. TOBIAS Chairman of the Board, Chief Executive April 17, 1995
- ------------------------------------------ Officer, and a Director (principal
(RANDALL L. TOBIAS) executive officer)
/S/ JAMES M. CORNELIUS Vice President, Finance, Chief Financial April 17, 1995
- ------------------------------------------ Officer, and a Director (principal
(JAMES M. CORNELIUS) financial officer)
/S/ ARNOLD C. HANISH Chief Accounting Officer (principal April 17, 1995
- ------------------------------------------ accounting officer)
(ARNOLD C. HANISH)
/S/ STEVEN C. BEERING Director April 17, 1995
- ------------------------------------------
(STEVEN C. BEERING, M.D.)
Director April 17, 1995
- ------------------------------------------
(JAMES W. COZAD)
/S/ ALFRED G. GILMAN Director April 17, 1995
- ------------------------------------------
(ALFRED G. GILMAN, M.D., PH.D.)
/S/ KAREN N. HORN Director April 17, 1995
- ------------------------------------------
(KAREN N. HORN, PH.D.)
/S/ J. CLAYBURN LA FORCE, JR. Director April 17, 1995
- ------------------------------------------
(J. CLAYBURN LA FORCE, JR., PH.D.)
/S/ KENNETH L. LAY Director April 17, 1995
- ------------------------------------------
(KENNETH L. LAY, PH.D.)
/S/ FRANKLYN G. PRENDERGAST Director April 17, 1995
- ------------------------------------------
(FRANKLYN G. PRENDERGAST, M.D., PH.D.)
/S/ KATHI P. SEIFERT Director April 17, 1995
- ------------------------------------------
(KATHI P. SEIFERT)
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------------------- -------------------
<S> <C> <C>
/S/ STEPHEN A. STITLE Director April 17, 1995
- ------------------------------------------
(STEPHEN A. STITLE)
/S/ SIDNEY TAUREL Director April 17, 1995
- ------------------------------------------
(SIDNEY TAUREL)
/S/ AUGUST M. WATANABE Director April 17, 1995
- ------------------------------------------
(AUGUST M. WATANABE, M.D.)
/S/ ALVA O. WAY Director April 17, 1995
- ------------------------------------------
(ALVA O. WAY)
/S/ RICHARD D. WOOD Director April 17, 1995
- ------------------------------------------
(RICHARD D. WOOD)
</TABLE>
II-4
<PAGE>
STATEMENT OF DIFFERENCES
The dagger footnote symbol shall be expressed as 'D'
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
- ------ ----------------------------------------------------------------------------------------------- ------------
<S> <C> <C>
1.1 -- Form of Underwriting Agreement.*............................................................
1.2 -- Form of Distribution Agreement.**...........................................................
4.1 -- Form of Indenture between the Company and Citibank, N.A., as Trustee.*......................
4.2 -- Eli Lilly and Company Standard Multiple-Series Indenture Provisions.*.......................
5.1 -- Opinion of Dewey Ballantine as to legality of the securities being registered, including
consent.....................................................................................
5.2 -- Opinion of Daniel P. Carmichael as to legality of the securities being registered, including
consent.....................................................................................
12.1 -- Computation of Ratios of Earnings to Fixed Charges of Eli Lilly and Company and Consolidated
Subsidiaries (Continuing Operations Only).`D'...............................................
23.1 -- Consent of Ernst & Young LLP................................................................
25.1 -- Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of
Citibank, N.A., as Trustee..................................................................
</TABLE>
- ------------
* Incorporated by reference from Registrant's Registration Statement on Form
S-3, Registration No. 33-38347.
** Incorporated by reference from Registrant's Registration Statement on Form
S-3, Registration No. 33-56208.
`D' Incorporated by reference from Registrant's Form 10-K for the fiscal year
ended December 31, 1994.
<PAGE>
DEWEY BALLANTINE
1301 AVENUE OF THE AMERICAS
NEW YORK 10019-6092
TELEPHONE 212 259-8000 FACSIMILE 212 259-6333
May 1, 1995
Eli Lilly and Company
Lilly Corporate Center
Indianapolis, Indiana 46285
Dear Sirs:
We refer to the Registration Statement on Form S-3 (the 'Registration
Statement') filed by Eli Lilly and Company, an Indiana corporation (the
'Company'), with the Securities and Exchange Commission (the 'Commission') on
May 1, 1995 under the Securities Act of 1933, as amended (the 'Securities Act'),
relating to $1,000,000,000.00 (or the equivalent thereof in foreign currencies
or currency units) aggregate principal amount of Debt Securities (hereinafter
called the 'Securities') of the Company. We also refer to the Indenture, dated
as of February 1, 1991, between the Company and Citibank, N.A., as Trustee (the
'Indenture'), which is Exhibit 4.1 to the Registration Statement.
We have examined and are familiar with originals, or copies certified or
otherwise identified to our satisfaction, of such corporate records of the
Company, certificates of officers of the Company and of public officials and
such other documents as we have deemed appropriate as a basis for the opinions
expressed below.
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of Indiana.
2. Assuming the due execution and delivery of the Indenture by the
Trustee, upon the taking of appropriate further corporate action by the
Company and the due execution and delivery of the Securities on behalf of
the Company, the Securities will be duly authorized and, when authenticated
in accordance with the Indenture and delivered to and duly paid for by the
purchasers thereof, will be valid and binding obligations of the Company,
enforceable in
<PAGE>
accordance with their respective terms except as (i) the enforceability
thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and (ii) rights of acceleration and the
availability of equitable remedies may be limited by equitable principles
of general applicability.
We are members of the bar of the State of New York and express no opinion
as to the laws of any jurisdiction except the State of New York and the federal
law of the United States. As to matters governed by Indiana law, we have relied
solely upon the opinion of Mr. Daniel P. Carmichael, Esq., Secretary and Deputy
General Counsel to the Company, a copy of which is enclosed herewith.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to our name in the Prospectus
constituting a part of such Registration Statement under the heading 'Legal
Matters.' In giving such consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ Dewey Ballantine
<PAGE>
[LOGO]
ELI LILLY AND COMPANY
Lilly Corporate Center
Indianapolis, Indiana 46285
(317) 276-2000
May 1, 1995
Eli Lilly and Company
Lilly Corporate Center
Indianapolis, Indiana 46285
Dear Sirs:
I am Secretary and Deputy General Counsel of Eli Lilly and Company, an
Indiana corporation (the 'Company'). I refer to the Registration Statement on
Form S-3 filed by the Company with the Securities and Exchange Commission (the
'Commission') on May 1, 1995, under the Securities Act of 1933, as amended (the
'Securities Act'), relating to $1,000,000,000 (or the equivalent thereof in
foreign currencies or currency units) aggregate principal amount of Debt
Securities (hereinafter called the 'Securities') of the Company. I also refer to
the Indenture entered into between the Company and Citibank, N.A., as Trustee
(the 'Indenture'), which is incorporated by reference as Exhibit 4.1 to the
Registration Statement.
I have examined and am familiar with originals, or copies certified or
otherwise identified to my satisfaction, of such corporate records of the
Company, certificates of officers of the Company and of public officials and
such other documents as I have deemed appropriate as a basis for the opinions
expressed below.
Based upon the foregoing, it is my opinion that:
1. The Company is a corporation duly organized and validly existing under
the laws of the State of Indiana.
2. The Company has full corporate power and authority to execute and
deliver the Indenture and to perform its obligations thereunder and, upon the
taking of appropriate further corporate action by the Company, to issue the
Securities.
I am a member of the bar of the State of Indiana and express no opinion as
to the laws of any other jurisdiction.
I hereby consent that Dewey Ballantine may rely upon this opinion as if it
were addressed to them.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to my name in the Prospectus
constituting a part of such Registration Statement under the heading 'Legal
Matters.' In giving such consent, I do not thereby admit that I come within the
category of a person whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Daniel P. Carmichael
Daniel P. Carmichael
Secretary and Deputy
General Counsel
DPC/tll
<PAGE>
[LOGO] One Indiana Square
Suite 3400
Indianapolis, Indiana 46204-2094
Phone: 317 681 7000
Fax: 317 681 7216
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption 'Experts' in the
Registration Statement on Form S-3 and related Prospectus of Eli Lilly and
Company dated May 1, 1995 for the registration of $1,000,000,000 of debt
securities and to the incorporation by reference therein of our report dated
February 8, 1995, with respect to the consolidated financial statements of Eli
Lilly and Company incorporated by reference in its Annual Report (Form 10-K) for
the year ended December 31, 1994, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
May 1, 1995
<PAGE>
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) ____
------------------------
CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
13-5266470
(I.R.S. Employer
Identification No.)
399 Park Avenue, New York, New York 10043
(Address of principal executive offices) (Zip Code)
-----------------------
ELI LILLY AND COMPANY
(Exact name of obligor as specified in its charter)
Indiana 35-0470950
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Lilly Corporate Center
Indianapolis, Indiana 46285
(Address of principal executive offices) (Zip Code)
-------------------------
Debt Securities
(Title of the indenture securities)
<PAGE>
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.
Name Address
---- -------
Comptroller of the Currency Washington, D.C.
Federal Reserve Bank of New York New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 16. LIST OF EXHIBITS.
Exhibit 1 - Copy of Articles of Association of the Trustee, as now in
effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983)
Exhibit 2 - Copy of certificate of authority of the Trustee to commence
business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577).
Exhibit 3 - Copy of authorization of the Trustee to exercise corporate
trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519)
Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to
Registration Statement No. 33-34988)
Exhibit 5 - Not applicable.
Exhibit 6 - The consent of the Trustee required by Section 321(b) of the
Trust Indenture Act of 1939.(Exhibit 6 to T-1 to Registration Statement
No. 33-19227.)
Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of
December 31, 1994 - attached)
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
2
<PAGE>
------------------
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Citibank, N.A., a national banking association organized and existing
under the laws of the United States of America, 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 17th day
of April, 1995.
CITIBANK, N.A.
By /s/Wafaa Orfy
--------------------
Senior Trust Officer
3
<PAGE>
EXHIBIT 7
Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF
CITIBANK, N. A.
OF NEW YORK IN THE STATE OF NEW YORK, AT THE CLOSE
OF BUSINESS ON DECEMBER 31, 1994, PUBLISHED IN
RESPONSE TO CALL MADE BY COMPTROLLER OF THE CURRENCY,
UNDER TITLE 12, UNITED STATES CODE, SECTION 161.
CHARTER NUMBER 1461 COMPTROLLER OF THE CURRENCY
NORTHEASTERN DISTRICT.
<TABLE>
<CAPTION>
ASSETS
Thousands
of dollars
<S> <C>
Cash and balances due from de-
pository institutions:
Noninterest-bearing balances
and currency and coin ............ $ 6,759,000
Interest-bearing balances ........ 7,201,000
Securities:
Held-to-maturity securities ...... 3,918,000
Available-for-sale securities .... 11,963,000
Federal funds sold and securities
purchased under agreements to
resell in domestic offices of the
bank and of its Edge and Agree-
ment subsidiaries, and in IBFs:
Federal funds sold ............... 4,427,000
Securities purchased under
agreements to resell ............. 1,114,000
Loans and lease financing receiv-
ables:
Loans and leases, net of un-
earned income..$128,902,000
LESS: Allowance for loan
and lease losses..3,986,000
---------
Loans and leases, net of un-
earned income and allowance ...... 124,916,000
Assets held in trading accounts .. 35,573,000
Premises and fixed assets (includ-
ing capitalized leases) .......... 3,192,000
Other real estate owned .......... 1,967,000
Investments in unconsolidated
subsidiaries and associated com-
panies ........................... 998,000
Customers' liability to this bank
on acceptances outstanding ....... 1,420,000
Intangible assets ................ 15,000
Other assets ..................... 7,024,000
------------
TOTAL ASSETS...................... $210,487,000
------------
------------
LIABILITIES
Deposits:
In domestic offices ............. $ 33,727,000
Noninterest-
bearing ...........$12,509,000
Interest-
bearing ........... 21,218,000
-----------
In foreign offices, Edge and
Agreement subsidiaries, and
IBFs............................. 108,207,000
Noninterest-
bearing ........... 7,180,000
Interest-
bearing ........... 101,027,000
-----------
Federal funds purchased and se-
curities sold under agreements
to repurchase in domestic offices
of the bank and of its Edge and
Agreement subsidiaries, and in
IBFs:
Federal funds purchased .......... 6,044,000
Securities sold under agree-
ments to repurchase ........... 992,000
Trading liabilities .............. 21,458,000
Other borrowed money:
With original maturity of one
year or less .................... 7,803,000
With original maturity of more
than one year ................... 3,895,000
Mortgage indebtedness and obli-
gations under capitalized leases 99,000
Bank's liability on acceptances ex-
ecuted and outstanding ........... 1,440,000
Notes and debentures subordi-
nated to deposits ............... 5,700,000
Other liabilities ................ 7,226,000
------------
TOTAL LIABILITIES ................ $196,591,000
------------
EQUITY CAPITAL
Common stock ..................... $ 751,000
Surplus .......................... 6,620,000
Undivided profits and capital re-
serves .......................... 6,945,000
Net unrealized holding gains (losses)
on available-for-sale securities 156,000
Cumulative foreign currency
translation adjustments ......... (576,000)
------------
TOTAL EQUITY CAPITAL ............. $ 13,896,000
------------
TOTAL LIABILITIES AND
EQUITY CAPITAL .................. $210,487,000
------------
------------
</TABLE>
I, Roger W. Trupin, Controller of the above-
named bank do hereby declare that this
Report of Condition is true and correct
to the best of my knowledge and belief.
ROGER W. TRUPIN
We, the undersigned directors, attest to
the correctness of this Report of Condition.
We 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 and is true and correct.
CHRISTOPHER J. STEFFEN )
PAUL J. COLLINS ) Directors
PEI-YUAN CHIA )
