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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 10, 1996
Eli Lilly and Company
(Exact name of registrant as specified in its charter)
Indiana 1-6351 35-0470950
(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification No.)
Lilly Corporate Center, Indianapolis, Indiana 46285
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (317) 276-2000
No Change
(Former name or former address, if changed since last report)
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Item 7. Financial Statements and Exhibits.
Exhibit
Number Exhibit
(1) Form of Underwriting Agreement, dated as of
January 5, 1996, among Eli Lilly and Company
and Morgan Stanley & Co. Incorporated,
Goldman, Sachs & Co. and J.P. Morgan
Securities Inc. relating to the issuance and
sale by Eli Lilly and Company of $200,000,000
aggregate principal amount of its 6.57% Notes
Due 2016 and $300,000,000 aggregate principal
amount of its 6.77% Notes Due 2036.
(4.1) Form of 6.57% Note Due 2016 (Book-Entry) was filed
with the Commission as Exhibit 1.1 to registration
statement on Form 8-A on January 10, 1996 and is
incorporated herein by this reference.
(4.2) Form of 6.77% Note Due 2036 (Book-Entry) was filed
with the Commission as Exhibit 1.2 to registration
statement on Form 8-A on January 10, 1996 and is
incorporated herein by this reference.
(24) Consent of Ernst & Young LLP.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
ELI LILLY AND COMPANY
(Registrant)
By: /s/ Edwin Miller
Edwin W. Miller
Vice President and
Treasurer
Dated: January 12, 1996.
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Exhibit Index
<TABLE>
<CAPTION>
Exhibit Description
Number of Exhibit Page
<S> <C> <C>
(1) Form of Underwriting Agreement, dated as of
January 5, 1996 among Eli Lilly and Company
and Morgan Stanley & Co. Incorporated,
Goldman, Sachs & Co., and J.P. Morgan
Securities Inc. relating to the issuance and
sale by Eli Lilly and Company of $200,000,000
aggregate principal amount of its 6.57% Notes
Due 2016 and $300,000,000 aggregate principal
amount of its 6.77% Notes Due 2036.
(4.1) Form of 6.57% Note Due 2016 (Book-Entry) was filed
with the Commission as Exhibit 1.1 to registration
statement on Form 8-A on January 10, 1996 and is
incorporated herein by this reference.
(4.2) Form of 6.77% Note Due 2036 (Book-Entry) was filed
with the Commission as Exhibit 1.2 to registration
statement on Form 8-A on January 10, 1996 and is
incorporated herein by this reference.
(24) Consent of Ernst & Young LLP.
</TABLE>
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UNDERWRITING AGREEMENT
January 5, 1996
ELI LILLY AND COMPANY
Lilly Corporate Center
Indianapolis, Indiana 46285
Dear Sirs:
The undersigned (the "Underwriters") understand that Eli Lilly
and Company, an Indiana corporation (the "Company"), proposes to issue and sell
(i) $200,000,000 aggregate principal amount of 6.57% Notes Due 2016 (the
"20-Year Notes") and (ii) $300,000,000 aggregate principal amount of 6.77% Notes
Due 2036 (the "40-Year Notes" and, together with the 20-Year Notes, the
"Notes").
Subject to the terms and conditions set forth or incorporated
by reference herein, the Company hereby agrees to sell and the Underwriters
agree to purchase, severally and not jointly, the principal amount of the
20-Year Notes set forth below opposite their names at a purchase price of
99.125% of the principal amount thereof and the principal amount of the 40-Year
Notes set forth below opposite their names at a purchase price of 99.125% of the
principal amount thereof, plus, in each case, accrued interest from January 1,
1996 to the date of payment and delivery:
<TABLE>
<CAPTION>
Principal Amount Principal Amount
Name of 20-Year Notes of 40-Year Notes
<S> <C> <C>
Morgan Stanley & Co. $66,668,000 $100,000,000
Incorporated
Goldman, Sachs & Co. 66,666,000 100,000,000
J.P. Morgan Securities Inc. 66,666,000 100,000,000
------------ ------------
Total....................................... $200,000,000 $300,000,000
------------ ------------
------------ ------------
</TABLE>
The Underwriters will pay for the Notes upon delivery thereof at the office
of Morgan Stanley & Co. Incorporated at 10:00 a.m. (New York time) on January
10, 1996 or at such other time, not later than 5:00 p.m. (New
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York time) on January 17, 1996, as shall be designated by the Underwriters. The
time and date of such payment and delivery are hereinafter referred to as the
Closing Date.
The Notes shall have the respective terms set forth in the
Prospectus dated June 1, 1995 and the Prospectus Supplement dated January 5,
1996, including the following:
Maturity Date: January 1, 2016 (20-Year Notes)
January 1, 2036 (40-Year Notes)
Interest Rate: 6.57% per annum (20-Year Notes)
6.77% per annum (40-Year Notes)
Redemption Provisions: The Notes will be redeemable in
whole or in part at the option of
the Company at any time at a
redemption price equal to the
greater of (i) 100% of their
principal amount or (ii) the sum of
the present values of the remaining
scheduled payments of principal and
interest thereon discounted to the
date of redemption on a semiannual
basis (assuming a 360-day year
consisting of twelve 30-day months)
at the Treasury Yield (as defined
in the Prospectus Supplement) plus
in each case accrued interest to
the date of redemption
Interest Payment Dates: January 1 and July 1 commencing
July 1, 1996 (interest accrues from
January 1, 1996)
Form and Denomination: Notes will be issued in the form of
global securities in the aggregate
principal amount of $200,000,000
for the 20-Year Notes and
$300,000,000 for the 40-Year Notes
Specified Funds for and
Manner of Payment of
Purchase Price: Federal funds
Price to Public: 100% (20-Year Notes)
100% (40-Year Notes)
All provisions contained in the document entitled Eli Lilly
and Company Underwriting Agreement Standard Provisions (Debt Securities) dated
March 18, 1993, a copy of
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which is attached hereto, are herein incorporated by reference in their entirety
and shall be deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein, except that (i) if any term
defined in such document is otherwise defined herein, the definition set forth
herein shall control, (ii) all references in such document to a type of security
that is not a Note shall not be deemed to be a part of this Agreement, (iii) all
references in such document to the "Manager" shall be deemed to refer to the
Underwriters, (iv) the several obligations of the Underwriters are subject to
the additional condition that the Notes shall have been approved for listing on
the New York Stock Exchange subject to official notice of issuance and (v) the
opinion referred to in Section 4(c) shall be delivered by Daniel P. Carmichael,
Esq., Deputy General Counsel of the Company.
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Please confirm your agreement by having an authorized officer
sign a copy of this Agreement in the space set forth below.
Very truly yours,
MORGAN STANLEY & CO. INCORPORATED
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
By: MORGAN STANLEY & CO. INCORPORATED
By: /s/ Laurie Campbell
---------------------------------
Name: Laurie Campbell
Title: Vice President
Accepted:
ELI LILLY AND COMPANY
By: /s/ Edwin W. Miller
------------------------------------
Name: Edwin W. Miller
Title: Vice President and Treasurer
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[ERNST & YOUNG LLP LOGO]
One Indiana Square Phone: 317 681 7000
Suite 3400 Fax: 317 681 7216
Indianapolis, Indiana 46204-2094
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 33-58977) and related Prospectus
Supplement of Eli Lilly and Company for the registration of its 6.57% notes
due January 1, 2016 and its 6.77% notes due January 1, 2036, 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
January 10, 1996
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