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UNITED STATES
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 25, 1996
LUKENS INC.
(Exact name of registrant as specified in its charter)
Delaware 1-3258 23-2451900
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
50 South First Avenue
Coatesville, Pennsylvania
(Address of principal executive offices)
19320-0911
(Zip Code)
(610) 383-2000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
In June 1994, a shelf registration for $100 million of Lukens Inc. notes was
completed on Form S-3 (Registration No. 33-53681). On January 30, 1996, $75
million (principal amount) of notes under the shelf registration were issued.
Attached as Exhibit 1 is the Terms Agreement relating to the issuance of the
notes. Attached as Exhibits 4.1 and 4.2 are the forms of Fixed Rate Note and
Floating Rate Note.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
1. Terms Agreement, dated January 25, 1996, between Lukens Inc., and J.P.
Morgan Securities Inc. and CS First Boston Corporation.
4.1 Form of Medium-Term Note, Series A (Fixed Rate).
4.2 Form of Medium-Term Note, Series A (Floating Rate).
<PAGE>
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 thereunto duly authorized.
LUKENS INC.
February 19, 1996 C. B. HOUGHTON, JR.
-------------------
C. B. Houghton, Jr.
Vice President and Controller
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Exhibit 1.
LUKENS INC.
("Company")
Medium-Term Notes, Series A
Due from Nine Months to 30 Years from Date of Issue
TERMS AGREEMENT
---------------
January 25, 1996
Lukens Inc.
50 South First Avenue
Coatesville, PA 19320-0911
Dear Sirs:
We offer to purchase, on and subject to the terms and conditions of
the Distribution Agreement filed as an exhibit to the Company's registration
statement on Form S-3 (No. 33-53681) ("Distribution Agreement"), the following
Notes ("Notes") on the following terms:
Currency or Currency Units: U.S. Dollars
Stated Maturity: February 1, 2006
Principal Amount: $75,000,000.00
Public Offering Price: 99.384%
Original Issue Discount Security: Yes___ No X
---
Underwriting Discount or Commission received from the Company (%):
0.60%
Proceeds to Company (%): 98.784% (immediately available funds)
Fixed Rate of Interest: Six and 50/100 percent (6.50%) per annum
Interest Payment Dates: February 1 and August 1
Regular Record Dates: January 15 and July 15
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Trade Date: January 25, 1996
Settlement Date (Issue Date): January 30, 1996
* * * * *
Our agreement to purchase the Notes hereunder is subject to the
conditions set forth in the Distribution Agreement, including the conditions set
forth in paragraphs (c), (d), (e), (f), (g) and (h) of Section 5 thereof. If,
for any reason, the purchase by the undersigned of the Notes is not consummated
other than because of a default by the undersigned or a failure to satisfy a
condition set forth in clause (iii), (iv) or (v) of Section 5(c) of the
Distribution Agreement, the Issuer shall reimburse the undersigned for all out-
of-pocket expenses reasonably incurred by the undersigned in connection with the
offering of the Notes and not otherwise required to be reimbursed pursuant to
Section 4 of the Distribution Agreement.
Unless the undersigned has received notification from the Company
within one Business Day (as defined in the Distribution Agreement) that the
Company does not agree to the terms set forth herein, this Terms Agreement shall
constitute an agreement between the Company and the undersigned for the sale and
purchase of the Notes upon the terms set forth herein and in the Distribution
Agreement.
Very truly yours,
J.P. MORGAN SECURITIES INC.
CS FIRST BOSTON CORPORATION
By: ________________________
Name:
Title:
Accepted and agreed to
as of the date set forth above.
LUKENS INC.
By: ___________________________
John C. van Roden, Jr.
Senior Vice President and Treasurer
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Exhibit 4.1
Form of Face of Security
REGISTERED REGISTERED
LUKENS INC.
No. FXRA-__ MEDIUM-TERM NOTE, SERIES A
CUSIP____
(Fixed Rate)
[INSERT IF THE SECURITY IS TO BE A GLOBAL SECURITY - This Security is a Global
-------------------------------------------------
Security within the meaning of the Indenture hereinafter referred to and is
registered in the name of a Depositary or a nominee of a Depositary. This
Security may not be exchanged in whole or in part for a Security registered, and
no transfer of this Security in whole or in part may be registered, in the name
of any person other than such Depositary or a nominee thereof unless (i) the
Depositary has notified the Company that it is unwilling or unable to continue
as Depositary for this Security or has ceased to be qualified to act as such as
required by the Indenture or (ii) there shall have occurred and be continuing an
Event of Default with respect to the Notes represented by this Security.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) to the issuer or
its agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of The Depository Trust Company and any payment
hereon is made to Cede & Co. or to such other entity as is requested by an
authorized representative of The Depository Trust Company, ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.]
PRINCIPAL AMOUNT AND CURRENCY OR
CURRENCY UNITS (if other than U.S. dollars):
DENOMINATIONS
(if other than U.S. dollars or the U.S. dollar
denominations set forth on the reverse):
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OPTION TO RECEIVE PAYMENT EXCHANGE RATE AGENT:
IN SPECIFIED CURRENCY:
YES:___ NO:___
ISSUE DATE: STATED MATURITY OF
SECURITY:
EXTENSION OF MATURITY:
YES: ___ NO: ___
EXTENSION PERIOD:
FINAL MATURITY:
INTEREST RATE: COMPUTATION PERIOD:
INTEREST PAYMENT DATE(S): REGULAR RECORD DATE(S):
REDEMPTION DATE(S): REDEMPTION PERCENTAGE(S):
REDEMPTION DATE(S) REDEMPTION PERCENTAGE(S)
(OPTION OF HOLDER): (OPTION OF HOLDER) (if
other than 100% of
Principal
Amount):
DISCOUNT NOTE: YES:___ NO: ___
TOTAL AMOUNT OF OID:
YIELD TO MATURITY:
OTHER PROVISIONS:
[Add Sinking Fund or Defeasance provisions if applicable]
<PAGE>
LUKENS INC., a corporation duly organized and existing under the laws
of Delaware (herein called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to ____________________, or registered assigns, the principal
amount specified above (any currency or currency unit other than U.S. dollars
being hereinafter referred to as a "Specified Currency") on the Stated Maturity
specified above (except to the extent redeemed or repaid prior to the Stated
Maturity) or, if the maturity hereof is extended in accordance with the
procedures set forth below to an Extended Maturity Date, as defined below, on
such Extended Maturity Date (except to the extent previously redeemed or
repaid) and to pay interest thereon (computed, unless a different Computation
Period is specified above, on the basis of a 360-day year of twelve 30-day
months) from and including the Issue Date specified above (the "Issue Date") or
from and including the most recent Interest Payment Date to which interest on
this Security (or any Predecessor Security) has been paid or duly provided for
to, but excluding, the Interest Payment Date, on the Interest Payment Date(s)
specified above in each year (each an "Interest Payment Date") and at Maturity,
at the rate per annum equal to the Interest Rate specified above, until the
principal hereof is paid or duly made available for payment; provided, however,
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that, unless the Holder hereof is entitled to make, and has made, a Specified
Currency Payment Election (as hereinafter defined) with respect to one or more
such payments, the Company will make all such payments in U.S. dollars in
amounts determined as set forth on the reverse hereof. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the fifteenth day next preceding such Interest Payment Date, unless a
different Regular Record Date is specified above (the "Regular Record Date");
provided, however, that interest payable at Maturity will be payable to the
- -------- -------
person to whom principal shall be payable; and provided further that if the
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Issue Date is after a Regular Record Date and before the next succeeding
Interest Payment Date the first payment of interest shall be payable on the
second Interest Payment Date following the Issue Date to the person in whose
name this Security (or one or more
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Predecessor Securities) is registered at the close of business on the Regular
Record Date immediately preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which this
Security may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.
As provided in this Security and in lieu of Section 113 of the
Indenture, if any Interest Payment Date specified on the face hereof would
otherwise be a day which is not a Market Day (as defined on the reverse hereof),
with respect to this Security, the Interest Payment Date shall be postponed to
the next succeeding Market Day with the same force and effect as if made on the
due date, and no interest shall accrue on the period from and after such date.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the corporate trust office of the Trustee in Chicago,
Illi nois, or such other office or agency of the Company maintained by it for
that purpose in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that payment
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of the principal of (and premium, if any) and interest on this Security due at
Maturity will be made in immediately available funds at such corporate trust
office or such other office or agency if this Security is presented to the
Paying Agent in time for the Paying Agent to make such payments in such funds in
accordance with its normal procedures; and provided further that, at the option
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of the Company, payment of interest, other than interest due at Maturity or on
any date of redemption or repayment, may be made by check mailed to the address
of the Holder as such address
<PAGE>
shall appear in the Security Register, or by wire transfer to an account
maintained by the Holder with a bank located in the United States provided that
the Holder shall have provided in writing to the Trustee, on or prior to the
relevant Regular Record Date, appropriate payment instructions.
[Notwithstanding the foregoing, the Holder of $10,000,000 or more in
aggregate principal amount of Securities having the same Interest Payment Date
shall be entitled to receive such payments by wire transfer of immediately
payable funds to an account maintained by such Holder with a bank located in the
United States; provided that the Holder shall have provided in writing to the
--------
Trustee, on or prior to the relevant Regular Record Date, appropriate payment
instructions.]/1/ If this Security is denominated in a Specified Currency and
the Holder hereof is entitled to make, and has made, a Specified Currency
Payment Election (as defined below) with respect to such payments, the Exchange
Rate Agent is able to convert such payments as provided below and the Specified
Currency is not unavailable due to the imposition of exchange controls or other
circumstances beyond the control of the Company, then (i) the payment of
interest on this Security will be made in the Specified Currency (or, if such
Specified Currency is not at the time of such payment legal tender for the
payment of public and private debts, in such other coin or currency of the
country which issued such Specified Currency as at the time of such payment is
legal tender for the payment of such debts) by check drawn upon a bank office
located outside the United States and mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register, and (ii)
payment of principal (and premium, if any) and interest due at Maturity will be
made in such Specified Currency (or, if applicable, such other coin or currency)
by wire transfer of immediately available funds to an account maintained by the
Holder hereof with a bank office located in the country which issued the
Specified Currency (or, if this Security is denominated in European Currency
Units ("ECUs"), Brussels) upon presentation of this Security to the Paying Agent
in time for such wire transfer to be made by
__________________
/1/ Insert provision only if Securities are Certificated Notes denominated and
payable in U.S. dollars.
<PAGE>
the Paying Agent in accordance with its normal procedures. Unless otherwise
specified above, if this Security is denominated in a Specified Currency, the
Holder hereof may elect to receive payments of principal of (and premium, if
any) and interest in such Specified Currency (a "Specified Currency Payment
Election") by delivery of a written request (including, in the case of an
election with respect to payments at Maturity, appropriate wire transfer
instructions) to the Trustee at its corporate trust office referred to above on
or prior to the relevant Regular Record Date or the fifteenth day prior to
Maturity, as the case may be. Such request may be in writing (mailed or hand
delivered), by cable or by facsimile transmission. A Holder of a Foreign
Currency Security may elect to receive payment in the Specified Currency for all
payments of principal (and premium, if any) and interest and need not file a
separate election for each payment. Such election will remain in effect until
revoked by written notice to the Trustee, but written notice of any such
revocation must be received by the Trustee on or prior to the relevant Regular
Record Date or the fifteenth day prior to Maturity, as the case may be.
Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by manual or facsimile signature under its corporate seal.
LUKENS INC.
By____________________________
Name:
[CORPORATE SEAL] Title:
Attest:
_________________________
Dated: _______________________, 199_
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture
CONTINENTAL BANK, NATIONAL ASSOCIATION,
as Trustee
By_________________________
Authorized Officer
<PAGE>
Form of Reverse of Security
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities") issued and to be issued in one or more
series under an Indenture, dated as of July 1, 1992 (herein called the
"Indenture"), between the Company and Continental Bank, National Association, as
successor Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture) to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is
one of the series designated on the face hereof, limited in aggregate principal
amount not to exceed $100,000,000 (or if Securities of this series are to be
Original Issue Discount Securities or are to be denominated in one or more
Specified Currencies or with the amount payable in respect of principal of or
any premium or interest to be determined by reference to the value, rate or
price of one or more specified indices ("Indexed Securities"), such principal
amount as shall result in an aggregate initial offering price of Securities
equivalent to not more than $100,000,000), which amount may be increased at the
option of the Company if in the future it determines that it may wish to sell
additional Securities, which may be offered or sold either in the United States
or outside the United States or both simultaneously. Except as may be otherwise
stated on the face hereof, the Securities of this series are issuable only as
registered Securities, without coupons, in denominations of $100,000 and
integral multiples of $1,000 in excess thereof (or in the case of Securities
denominated in a Specified Currency, in such minimum denomination not less than
the equivalent of $100,000 in such Specified Currency on the basis of the noon
buying rate for cable transfers in The City of New York as certified for
customs purposes by (or, if not so certified, as otherwise determined by) the
Federal Reserve Bank of New York (the "Market Exchange Rate") for such Specified
Currency on the date the Company agrees to issue such Security, and such
greater denomination or denominations as shall be set forth on the face
thereof). The Securities of this series may be issued from time to time in
various principal amounts and currencies or currency units, may
<PAGE>
mature at different times, may bear interest at different rates, may be subject
to different redemption provisions, if any, and may otherwise vary. As provided
in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
The Securities are general, direct, unconditional and unsecured
obligations of the Company.
If so indicated on the face of this Security, the Company has the
option to extend the Stated Maturity hereof for one or more periods of one or
more whole years (each an "Extension Period") up to but not beyond the Final
Maturity specified on the face hereof and in connection therewith to establish
a new interest rate and new redemption provisions for the Extension Period.
The Company may exercise such option by notifying the Trustee of such
exercise at least 45 but not more than 60 days prior to the Stated Maturity or,
if the maturity hereof has already been extended, prior to the maturity date
then in effect (an "Extended Maturity Date"), such notice to be accompanied by
the form of the Extension Notice referred to below. Not later than 40 days prior
to the Stated Maturity or an Extended Maturity Date, as the case may be (each, a
"Maturity Date"), the Trustee will mail to the Holder hereof a notice (the
"Extension Notice") relating to such Extension Period, by first class mail,
postage prepaid, setting forth (a) the election of the Company to extend the
Maturity of this Security; (b) the new Extended Maturity Date; (c) the interest
rate applicable to the Extension Period; and (d) the provisions, if any, for
redemption during the Extension Period, including the date or dates on which,
the period or periods during which and the price or prices at which such
redemption may occur during the Extension Period. Upon the mailing by the
Trustee of an Extension Notice to the Holder of this Security, the Maturity
hereof shall be extended automatically, and, except as modified by the Ex-
tension Notice and as described in the next paragraph, this Security will have
the same terms it had prior to the mailing of such Extension Notice.
<PAGE>
Notwithstanding the foregoing, not later than 10:00 A.M., New York
City time, on the twentieth calendar day prior to the Maturity Date in effect
immediately preceding the mailing of the applicable Extension Notice (or if
such day is not a Business Day, not later than 10:00 A.M., New York City time,
on the immediately succeeding Business Day), the Company may, at its option,
revoke the interest rate provided for in such Extension Notice and establish a
higher interest rate for the Extension Period by causing the Trustee to send
notice of such higher interest rate to the Holder of this Security by first
class mail, postage prepaid, or by such other means as shall be agreed between
the Company and the Trustee. Such notice shall be irrevocable. All Securities
with respect to which the Maturity Date is extended in accordance with an
Extension Notice will bear such higher interest rate for the Extension Period,
whether or not tendered for repayment.
If the Company elects to extend the Maturity hereof, the Holder of
this Security will have the option to require the Company to repay this Security
on the Maturity Date in effect immediately preceding the mailing of the
applicable Extension Notice at a price equal to the principal amount hereof,
plus any accrued and unpaid interest to such date. In order for this Security
to be so repaid on such Maturity Date, the Holder hereof must follow the
procedures set forth below for Redemption (Option of Holder), except that the
period for delivery of this Security or notification to the Trustee shall be at
least 25 but not more than 35 days prior to the Maturity Date in effect
immediately preceding the mailing of the applicable Extension Notice and except
that if the Holder hereof has tendered this Security for repayment pursuant to
this paragraph he may, by written notice to the Trustee, revoke any such tender
for repayment until 5:00 P.M., New York City time, on the tenth calendar day
prior to the Maturity Date then in effect (or, if such day is not a Business
Day, until 5:00 P.M., New York City time, on the immediately succeeding
Business Day).
If this Security is designated on the face hereof as an Original
Issue Discount Security, then, notwithstanding anything to the contrary
contained in this Security, upon the redemption or acceleration of Maturity of
this Security there shall be payable, in lieu of the principal amount due at
the Stated Maturity hereof, as speci-
<PAGE>
fied on the face hereof, an amount equal to the Amortized Face Amount of this
Security. The "Amortized Face Amount" shall be the amount equal to (a) the issue
price of this Security, plus (b) that portion of the difference between the
issue price and the principal amount of this Security that has been amortized at
the Stated Yield (as defined below) of this Security (computed in accordance
with generally accepted United States bond yield computation principles) at the
date as of which the Amortized Face Amount is calculated, but in no event shall
the Amortized Face Amount exceed the principal amount of this security due at
the Stated Maturity hereof. As used in the previous sentence the "Stated Yield"
means the Yield to Maturity specified on the face hereof (or if not so
specified, the yield to maturity compounded semiannually and computed in
accordance with generally accepted United States bond yield computation
principles) for the period from the Issue Date to the Stated Maturity on the
basis of the issue price and such principal amount.
If this Security is denominated in a Specified Currency, unless the
Holder hereof is entitled to make, and has made, a Specified Currency Payment
Election with respect to such payments as provided on the face hereof, the
Holder of this Security shall receive payments of principal (and premium, if
any) and interest in U.S. dollars at an exchange rate based on the highest bid
quotation in The City of New York received by the Exchange Rate Agent (who,
unless otherwise specified on the face hereof, shall be the Trustee) at
approximately 11:00 A.M., New York City time, on the second Market Day with
respect to this Security preceding the applicable payment date from three
recognized foreign exchange dealers (one of which may be the Exchange Rate
Agent) selected by the Exchange Rate Agent and approved by the Company for the
purchase by the quoting dealer of the Specified Currency for U.S. dollars for
settlement on such payment date in the aggregate amount of such Specified
Currency payable to all Holders of Securities of this series denominated in such
Specified Currency and scheduled to receive U.S. dollar payments on such payment
date and at which the applicable dealer commits to execute a contract. "Market
Day" means (i) with respect to any Security of this series denominated in U.S.
dollars, any day that is not a Saturday or Sunday and that, in The City of New
York or Chicago, Illinois, is not a day on which banking institutions generally
are authorized or obligated by law or executive order to
<PAGE>
close, (ii) with respect to any Security of this series denominated in a
Specified Currency other than ECUs, any day that is not a Saturday or Sunday and
that in the principal financial center of the country of the Specified Currency
is not a day on which banking institutions generally are authorized or
obligated by law or executive order to close, and (iii) with respect to a
Security of this series denominated in ECU, any day that is designated as an
ECU settlement day by the ECU Bankers Association in Paris or otherwise
generally regarded in the ECU interbank market as a day in which payments in
ECU are made. All currency exchange costs incurred by the Company in
converting a Specified Currency into U.S. dollars in order to make payments
hereon will be borne by the Holder of this Security by deductions from such
payments. If such bid quotations are not available, or if a Specified Currency
Pay ment Election has been made with respect to such payments, payments will be
made in the Specified Currency (or, if such Specified Currency is not at the
time of such payment legal tender for the payment of public and private debts,
such other coin or currency of the country which issued such Specified Currency
as at the time of such payment is legal tender for the payment of such debts);
provided, however, that if such Specified Currency (or, if applicable, such
- -------- -------
other coin or currency) is unavailable due to the imposition of exchange
controls or other circumstances beyond the Company's control, the Company will
be entitled to make payments in U.S. dollars on the basis of the Market
Exchange Rate for such Specified Currency (or, if applicable, such other coin or
currency) on the second Market Day prior to such payment or, if such Market
Exchange Rate is not then available, on the basis of the most recently available
Market Exchange Rate.
If the principal of (and premium, if any) and interest on this
Security is payable in any currency unit (e.g., ECU), and such currency unit is
----
unavailable due to an imposition of exchange controls or other circumstances
beyond the Company's control, then the Company will be entitled to satisfy its
obligations to the Holder of this Security by making such payment in U.S.
dollars until such currency unit is again available. The amount of each payment
in U.S. dollars shall be computed on the basis of the equivalent of the currency
unit in U.S. dollars, as determined by the Exchange Rate Agent on the following
basis: The component currencies of the currency unit for this purpose (the
"Component Currencies" or, individually, a
<PAGE>
"Component Currency") shall be the currency amounts that were components of the
currency unit as of the last date on which the currency unit was used. The
equivalent of the currency unit in U.S. dollars shall be calculated by
aggregating the U.S. dollar equivalents of the Component Currencies. The U.S.
dollar equivalent of each of the Component Currencies shall be determined by the
Exchange Rate Agent on the basis of the most recently available Market Exchange
Rate for each such Component Currency, or as otherwise specified on the face
hereof.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of that currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by amounts of such two or more currencies, the sum of
which shall be equal to the amount of the original Component Currency.
Any payment made under such circumstances in U.S. dollars where the
required payment is in other than U.S. dollars will not constitute an Event of
Default under the Indenture.
If one or more Redemption Dates (or ranges of Redemption Dates) is
specified on the face hereof, this Security is subject to redemption upon not
less than 30 nor more than 60 days' notice by mail, on any such date (or during
any such range), as a whole, or in part, at the election of the Company, at a
Redemption Price determined as provided in the next succeeding sentence,
together with accrued interest thereon to the Redemption Date, but interest
installments whose Stated Maturity is on or prior to the Redemption Date will be
payable to the Holder hereof, or one or more Predecessor Securities, of record
at the close of business on the relevant Regular Record Dates referred to on the
face hereof, all as provided in the Indenture. If applicable, the "Redemption
Price" for any such redemption shall be the amount determined by multiplying
the Redemption Percentage specified on the face
<PAGE>
hereof with respect to the relevant Redemption Date (or range of such dates), by
the portion of the principal amount hereof (or, if this Security is an Original
Issue Discount Security, the portion of the Amortized Face Amount hereof) to be
redeemed; provided, however, that in no event shall the Redemption Price be less
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than 100% of the portion of the principal amount hereof (or, if this Security is
an Original Issue Discount Security, the portion of the Amortized Face Amount
hereof) to be redeemed.
Notice of redemption having been given as aforesaid, this Security
(or the portion of the principal amount hereof so to be redeemed) shall, on the
Redemption Date, become due and payable at the Redemption Price herein
specified, and from and after such date (unless the Company shall default in the
payment of the Redemption Price and accrued interest) shall cease to bear
interest.
In the case of any partial redemption at the election of the Company
of Securities of this series, the Securities of a particular tenor to be
redeemed shall be selected by the Trustee not more than 60 days prior to the
Redemption Date by such method as the Trustee shall deem fair and appropriate
and which may provide for the selection for redemption of portions of the
principal amount of Securities (equal to the minimum authorized denomination for
Securities of this series or any integral multiple thereof). In the event of any
redemption of this Security in part only, a new Security or Securities of this
series of like tenor for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof, provided that such
unredeemed portion shall be an authorized denomination for Securities of this
series.
If one or more Redemption Dates (Option of Holder) (or ranges of such
dates) is specified on the face hereof, this Security is subject to redemption
on any such date (or during any such range) or, if such date is not a Market
Day, on the first Market Day following such date, as a whole or from time to
time in part, at the election of the Holder hereof, at a Redemption Price
determined as provided in the fifth succeeding sentence together with accrued
interest thereon to the Redemption Date, but interest installments whose Stated
Maturity is on or prior to the Redemption Date will be payable to the Holder
hereof of record at the close of business on the Regular Re-
<PAGE>
cord Date referred to on the face hereof. Such election shall be effected by
the Holder hereof delivering to the Company at the principal corporate trust
office of the Trustee in Chicago, Illinois or the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, The City of New
York, not less than 30 nor more than 60 days prior to the date on which this
Security is to be redeemed, or during such other Notice Period specified on the
face hereof, a notice requesting such redemption as prescribed below and
specifying the date upon which this Security is to be redeemed. Any notice
given by a Holder pursuant to this paragraph shall consist of either (i) this
Security with the form entitled "Option to Elect Redemption" set forth at the
end of this Security duly completed or (ii) a telegram, facsimile transmission
or letter from a member of a national securities exchange or of the National
Association of Securities Dealers, Inc. or a commercial bank or trust company in
the United States setting forth the name of the Holder hereof, the principal
amount of this Security, the principal amount of this Security to be redeemed,
the certificate number or a description of the terms of this Security, a
statement that the option to elect redemption is being exercised thereby and a
guarantee that this Security, together with the duly completed form entitled
"Option to Elect Redemption" set forth at the end of this Security, will be
received by the Trustee not later than the fifth Business Day after the date of
such telegram, facsimile transmission or letter; provided, however, that such
-------- -------
telegram, facsimile transmission or letter shall only be effective if this
Security and such form duly completed are received by the Trustee by such fifth
Business Day. Exercise of the redemption option by the Holder hereof will be
irrevocable. Such option may be exercised with respect to less than the entire
principal amount of this Security, provided that the portion remaining
Outstanding after such redemption shall be an authorized denomination for
Securities of this series. If applicable, the "Redemption Price" for any such
redemption shall be determined by multiplying the Redemption Percentage (Option
of Holder) specified on the face hereof with respect to the relevant Redemption
Date (Option of Holder) (or range of such dates), by the portion of the
principal amount hereof (or, if this Security is an Original Issue Discount
Security, the portion of the Amortized Face Amount hereof) to be redeemed,
together with interest accrued thereon to the Redemption Date; provided,
--------
however, that in no event shall the Redemption
- -------
<PAGE>
Price be less than 100% of the portion of the principal amount hereof (or, if
this Security is an Original Issue Discount Security, the portion of the
Amortized Face Amount hereof) to be redeemed.
If so indicated on the face hereof, and in accordance with the terms
specified thereon, this Security will be subject to redemption through operation
of a sinking fund.
The Indenture contains provisions for defeasance at any time of (1)
the entire indebtedness on this Security or (2) certain restrictive covenants
and Events of Default with respect to this Security, in each case upon
compliance by the Company with certain conditions set forth in the Indenture.
If an Event of Default with respect to the Securities of this series
shall occur and be continuing, the principal of the Securities of this series
(or, in the case of Original Issue Discount Securities, the Amortized Face
Amount thereof) may be declared due and payable in the manner and with the
effect provided in the Indenture. Upon payment (i) of the amount of principal
so declared due and payable and (ii) of interest on any overdue principal and
overdue interest (in each case to the extent that the payment of such interest
shall be legally enforceable), all of the Company's obligations in respect of
the payment of the principal of and premium and interest, if any, on the
Securities of this series shall terminate.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding
<PAGE>
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange therefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities
<PAGE>
of this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
As provided in the Indenture and subject to certain limitations
therein set forth, the Securities of this series (other than Global Securities,
except as otherwise provided herein) are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.
The Company shall not be required to (i) issue, register the transfer
of or exchange securities of this series of like tenor during a period beginning
at the opening of business 15 days before the mailing of the relevant notice of
redemption and ending at the close of business on the day of mailing of such
notice of redemption, or (ii) register the transfer of or exchange any
Security, or portion thereof, called for redemption, except the unredeemed
portion of any Security being redeemed in part. Following the exercise of a
redemption option by the Holder hereof, the Trustee shall not be required to
issue, register the transfer of or exchange that portion of this Security with
respect to which such option has been exercised.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Securities of this series may be issued in the form of one or more
Global Securities to The Depository Trust Company as Depositary for the Global
Securities of this series or its nominee and registered in the name of the
Depositary or such nominee. If the face of this Security contains a legend
indicating that this Security is a Global Security so registered, the transfer
and exchange hereof is subject to the additional limitations set forth in such
legend.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security is
<PAGE>
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT - ________ Custodian ______________
(Custodian) (Minor)
Under Uniform Gifts to Minors Act (_____________)
(State)
Additional abbreviations may also be used though not in the above list.
___________________
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s), as sign(s) and transfer(s)
unto
________________________________________________________________________________
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing __________________ attorney to transfer said Note on the books of
the Company, with full power of substitution in the premises.
Dated:____________ x_____________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the within instrument
in every particular, without alteration
or enlargement or any change whatever.
<PAGE>
OPTION TO ELECT REDEMPTION
The undersigned hereby irrevocably requests and instructs LUKENS INC.
to redeem the within Security (or portion thereof specified below) pursuant to
its terms at the Redemption Price, to the undersigned at
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF THE UNDERSIGNED)
________________________________________________________________________________
________________________________________________________________________________
If less than the entire principal amount of the within Security is to
be redeemed, specify the portion thereof which the Holder elects to have
redeemed:
____________________________________________________; and specify the
denomination or denominations (which shall not be less than the minimum
authorized denomination) of the Securities to be issued to the Holder for the
portion of the within Security not being redeemed (in the absence of any such
specification, one such Security will be issued for the portion not being
redeemed):
________________________________________________________________________________
Dated:_____________
_______________________________
NOTICE: This signature on this Option to
Elect Redemption must correspond with
the name as written upon the face of the
within instrument in every particular
without alteration or enlargement.
<PAGE>
Exhibit 4.2
Form of Face of Security
REGISTERED REGISTERED
LUKENS INC.
NO. FLRA-____ MEDIUM-TERM NOTE, SERIES A
CUSIP_______ (Floating Rate)
[IF THIS SECURITY IS TO BE A GLOBAL SECURITY - This Security is a Global
-------------------------------------------
Security within the meaning of the Indenture hereinafter referred to and is
registered in the name of a Depositary or a nominee of a Depositary. This
Security may not be exchanged in whole or in part for a Security registered, and
no transfer of this Security in whole or in part may be registered, in the name
of any person other than such Depositary or a nominee thereof unless (i) the
Depositary has notified the Company that it is unwilling or unable to continue
as Depositary for this Security or has ceased to be qualified to act as such as
required by the Indenture or (ii) there shall have occurred and be continuing an
Event of Default with respect to the Notes represented by this Security.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company (55 Water-Street, New York, New York) to the issuer or
its agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of The Depository Trust Company and any payment
hereon is made to Cede & Co. or to such other entity as is requested by an
authorized representative of The Depository Trust Company, ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.]
PRINCIPAL AMOUNT AND CURRENCY
OR CURRENCY UNITS (if other than U.S. dollars):
DENOMINATIONS
(If other than U.S. dollars or the U.S. dollar denomi nations
set forth on the reverse);
<PAGE>
OPTION TO RECEIVE PAYMENT EXCHANGE RATE AGENT:
IN SPECIFIED CURRENCY:
YES:___ NO:___
ISSUE DATE: STATED MATURITY OF SECURITY:
<PAGE>
EXTENSION OF MATURITY:
YES: ____ NO: _____
EXTENSION PERIOD:
FINAL MATURITY:
INTEREST RATE BASIS: COMPUTATION PERIOD:
INTEREST PAYMENT DATE(S): REGULAR RECORD DATE(S):
INDEX MATURITY: SPREAD (PLUS OR MINUS):
INITIAL INTEREST RATE: SPREAD MULTIPLIER:
MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE:
INTEREST PAYMENT PERIOD INTEREST PAYMENT MONTH(S):
(monthly, quarterly,
semi-annually or annually):
INTEREST RESET PERIOD INTEREST RESET MONTH(S):
(monthly, quarterly,
semi-annually or annually):
INTEREST DETERMINATION DATE(S):
CALCULATION DATE: CALCULATION AGENT:
INTEREST RESET DATE(S):
REDEMPTION DATE(S): REDEMPTION PERCENTAGE(S):
REDEMPTION DATE(S)
(OPTION OF HOLDER):
REDEMPTION PERCENTAGE(S)
(OPTION OF HOLDER)
(if other than 100% of
Principal Amount):
DISCOUNT NOTE: YES:___ NO:___
TOTAL AMOUNT OF OID:
YIELD TO MATURITY:
<PAGE>
OTHER PROVISIONS:
[Add Sinking Fund or Defeasance provisions if applicable]
<PAGE>
LUKENS INC., a corporation duly organized and existing under the laws
of Delaware (herein called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to ___________________, or registered assigns, the principal
amount specified above (any currency or currency unit other than U.S. dollars
being hereinafter referred to as a "Specified Currency") on the Stated Maturity
specified above (except to the extent redeemed or repaid prior to the Stated
Maturity) or, if the maturity hereof is extended in accordance with the
procedures set forth below to an Extended Maturity Date, as defined below, on
such Extended Maturity Date (except to the extent previously redeemed or repaid)
and to pay interest thereon, from and including the Issue Date specified above
(the "Issue Date") or from and including the most recent Interest Payment Date
to which interest on this Security (or any Predecessor Security) has been paid
or duly provided for to, but excluding, the Interest Payment Date (as
hereinafter defined) (or, if the Interest Reset Period specified above (the
"Interest Reset Period") is daily or weekly, from and including the Issue Date
or from and including the date following the most recent Regular Record Date
with respect to which interest has been paid or duly provided for, as the case
may be, to but excluding the day following the Regular Record Date immediately
preceding such Interest Payment Date), at a rate per annum equal to the Initial
Interest Rate specified above (the "Initial Interest Rate") until the first
Interest Reset Date (as defined on the reverse hereof) following the Issue Date
and thereafter at a rate determined in accordance with the provisions on the
reverse hereof under the heading "Determination of Commercial Paper Rate",
"Determination of Prime Rate", "Determination of CD Rate", "Determination of
Federal Funds Rate", "Determination of LIBOR" or "Determination of Treasury
Rate", depending upon whether the Interest Rate Basis specified above is
Commercial Paper Rate, Prime Rate, CD Rate, Federal Funds Rate, LIBOR or
Treasury Rate until the principal hereof is paid or duly made available for
payment; provided, however, that, unless the Holder hereof is entitled to make,
-------- -------
and has made, a Specified Currency Payment Election (as hereinafter defined)
with respect to one or more such payments, the Company will make all such
payments in respect of this Security in U.S. dollars in amounts determined as
set forth on the reverse hereof. Such interest shall be payable by the Company
monthly, quarterly, semi-annually or annually as specified above under "Interest
Payment Period" and, unless otherwise specified above under "Interest Payment
Date(s)", such interest shall be payable by the Company on the third Wednesday
of the month or months specified above under "Interest Payment Month(s)" in each
year (each date so specified above or, if none is so specified,
<PAGE>
determined as herein provided, an "Interest Payment Date") and at Maturity. The
interest so payable, and punctually paid or duly provided for, on any such
Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the fifteenth day (whether or not a
Market Day) next preceding such Interest Payment Date, unless a different
Regular Record Date is specified above (the "Regular Record Date"); provided,
--------
however, that interest payable at Maturity will be payable to the Person to
- -------
whom principal shall be payable; and provided, further that if the Issue Date is
-------- -------
after a Regular Record Date, and before the next succeeding Interest Payment
Date, the first payment of interest shall be payable on the second Interest
Payment Date following the Issue Date to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date immediately preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which this Security may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in said Indenture.
As provided in this Security and in lieu of Section 113 of the
Indenture, if any Interest Payment Date shown on the face hereof would otherwise
be a day that is not a Market Day (as defined in the reverse hereof), the
Interest Payment Date shall be postponed to the next day that is a Market Day,
except that if the rate of interest on this Security shall be determined in
accordance with the provisions of the heading "Determination of LIBOR", and
such Market Day is in the next succeeding calendar month, such Interest Payment
Date shall be the immediately preceding Market Day. If the Maturity of this
Security would otherwise be a day that is not a Market Day, the payment of
principal (and premium, if any) and interest may be made on the next succeeding
Market Day, and no interest on such payment will accrue from and after the
Maturity.
Payment of the principal of (and premium, if any) or interest on this
Security will be made at the corporate trust
<PAGE>
office of the Trustee in Chicago, Illinois or such other office or agency of the
Company maintained by it for that purpose in the Borough of Manhattan, The City
of New York, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts;
provided, however, that payment of the principal of (and premium, if any) and
- -------- --------
interest on this Security due at Maturity will be made in immediately available
funds at such corporate trust office or such other office or agency if this
Security is presented to the Paying Agent in time for the Paying Agent to make
such payments in such funds in accordance with its normal procedures; and
provided further that, at the option of the Company, payment of interest, other
- -------- -------
than interest due at Maturity or on any date of redemption or repayment, may be
made by check mailed to the address of the Holder as such address shall appear
in the Security Register, or by wire transfer to an account maintained by the
Holder with a bank located in the United States provided that the Holder shall
have provided in writing to the Trustee, on or prior to the relevant Regular
Record Date, appropriate payment instructions.
[Notwithstanding the foregoing, the Holder of $10,000,000 or more in
aggregate principal amount of Securities having the same Interest Payment Date
shall be entitled to receive such payment by wire transfer of immediately
payable funds to an account maintained by such Holder with a bank located in the
United States, provided that the Holder shall have provided in writing to the
Trustee, on or prior to the relevant Regular Record Date, appropriate payment
instructions.]/1/ If this Security is denominated in a Specified Currency, the
Holder hereof is entitled to make, and has made, a Specified Currency Payment
Election (as defined below) with respect to such payments, the Exchange Rate
Agent is able to convert such payments as provided below and the Specified
Currency is not unavailable due to the imposition of exchange controls or other
circumstances beyond the control of the Company, then (i) the payment of
interest on this Security will be made in the Specified Currency (or, if such
Specified Currency is not at the time of such payment legal tender for the
payment of public and private debts, in such other coin or currency of the
country which issued such Specified Currency as at the time of such payment is
legal tender for the payment of such debts) by check drawn upon a bank office
located outside the United States and mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register, and (ii)
payment of
___________________
/1/ Insert provision only if Securities are Certificated Notes
denominated and payable in U.S. dollars.
<PAGE>
principal (and premium, if any) and interest due at Maturity will be made in
such Specified Currency (or, if applicable, such other coin or currency) by wire
transfer of immediately available funds to an account maintained by the Holder
hereof with a bank office located in the country which issued the Specified
Currency (or if this Security is denominated in European Currency Units
("ECUs"), Brussels) upon presentation of this Security to the Paying Agent in
time for such wire transfer to be made by the Paying Agent in accordance with
its normal procedures. Unless otherwise specified above, if this Security is
denominated in a Specified Currency, the Holder hereof may elect to receive
payments of principal of (and premium, if any) and interest on this Security in
such Specified Currency (a "Specified Currency Payment Election") by delivery of
a written request (including, in the case of an election with respect to
payments at Maturity, appropriate wire transfer instructions) to the Trustee at
its corporate trust office referred to above on or prior to the relevant Regular
Record Date or the fifteenth day prior to Maturity, as the case may be. Such
request may be in writing (mailed or hand delivered), by cable or by facsimile
transmission. A Holder of a Foreign Currency Security may elect to receive
payment in the Specified Currency for all payments of principal (and premium, if
any) and interest and need not file a separate election for each payment. Such
election will remain in effect until revoked by written notice to the Trustee,
but written notice of any such revocation must be received by the Trustee on or
prior to the relevant Regular Record Date or the fifteenth day prior to
Maturity, as the case may be.
Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by manual or facsimile signature under its corporate seal.
LUKENS INC.
[CORPORATE SEAL]
<PAGE>
By_______________________________
Name:
Title:
Attest:
________________________
Dated: ___________, 199_
<PAGE>
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities
of the series designated therein
referred to in the within-
mentioned Indenture.
CONTINENTAL BANK, NATIONAL ASSOCIATION,
as Trustee
By_______________________
Authorized Officer
<PAGE>
Form of Reverse of Security
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities") issued and to be issued in one or more
series under the Indenture, dated as of July 1, 1992 (herein called the
"Indenture"), between the Company and Continental Bank, National Association as
successor Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee, the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is
one of the series designated on the face hereof, limited to an aggregate
principal amount not to exceed $100,000,000 (or, if Securities of this series
are to be Original Issue Discount Securities or are to be denominated in one or
more Specified Currencies or with the amount payable in respect of principal of
or any premium or interest to be determined by reference to the value, rate or
price of one or more specified indices ("Indexed Securities"), such principal
amount as shall result in an aggregate initial offering price of Securities
equivalent to no more than $100,000,000), which amount may be increased at the
option of the Company if in the future it determines that it may wish to sell
additional Securities, which may be offered or sold either in the United States
or outside the United States or both simultaneously. Except as otherwise may be
stated on the face hereof, the Securities of this series are issuable only as
registered Securities, without coupons, in denominations of $100,000 and
integral multiples of $1,000 in excess thereof (or in the case of Securities
denominated in a Specified Currency, in such minimum denomination not less than
the equivalent of $100,000 in such Specified Currency on the basis of the noon
buying rate for cable transfers in The City of New York as certified for customs
purposes by (or, if not so certified, as otherwise determined by) the Federal
Reserve Bank of New York (the "Market Exchange Rate") for such Specified
Currency on the date the Company agrees to issue such Security and such greater
denomination or denominations as shall be set forth on the face thereof). The
Securities of this series may be issued from time to time in various principal
amounts and currencies or currency units, may mature at different times, may
bear interest at different rates, may be subject to different redemption
provisions, if any, and may otherwise vary. As provided in the indenture and
subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
and of like tenor of a
<PAGE>
different authorized denomination, as requested by the Holder surrendering the
same.
The Securities are general, direct, unconditional and unsecured
obligations of the Company.
If so indicated on the face of this Security, the Company has the
option to extend the Stated Maturity hereof for one or more periods of one or
more whole years (each an "Extension Period") up to but not beyond the Final
Maturity specified on the face hereof and in connection therewith to establish a
new Spread or Spread Multiplier and new redemption provisions for the Extension
Period.
The Company may exercise such option by notifying the Trustee of such
exercise at least 45 but not more than 60 days prior to the Stated Maturity or,
if the maturity hereof has already been extended, prior to the maturity date
then in effect (an "Extended Maturity Date"), such notice to be accompanied by
the form of the Extension Notice referred to below. Not later than 40 days
prior to the Stated Maturity or an Extended Maturity Date, as the case may be
(each, a "Maturity Date"), the Trustee will mail to the Holder hereof a notice
(the "Extension Notice") relating to such Extension Period, by first class mail,
postage prepaid, setting forth (a) the election of the Company to extend the
Maturity of this Security; (b) the new Extended Maturity Date; (c) the Spread or
Spread Multiplier applicable to the Extension Period; and (d) the provisions, if
any, for redemption during the Extension Period, including the date or dates on
which, the period or periods during which and the price or prices at which such
redemption may occur during the Extension Period. Upon the mailing by the
Trustee of an Extension Notice to the Holder of this Security, the Maturity
hereof shall be extended automatically, and, except as modified by the
Extension Notice and as described in the next paragraph, this Security will
have the same terms it had prior to the mailing of such Extension Notice.
Notwithstanding the foregoing, not later than 10:00 A.M., New York
City time, on the twentieth calendar day prior to the Maturity Date in effect
immediately preceding the mailing of the applicable Extension Notice (or if such
day is not a Business Day, not later than 10:00 A.M., New York City time, on the
immediately succeeding Business Day), the Company may, at its option, revoke
the Spread or Spread Multiplier provided for in such Extension Notice and
establish a higher Spread or Spread Multiplier for the Extension Period by
causing the Trustee to send notice of such higher Spread or Spread Multiplier to
the Holder of this
<PAGE>
Security by first class mail, postage prepaid, or by such other means as shall
be agreed between the Company and the Trustee. Such notice shall be
irrevocable. All Securities with respect to which the Maturity Date is extended
in accordance with an Extension Notice will bear such higher Spread or Spread
Multiplier for the Extension Period, whether or not tendered for repayment.
If the Company elects to extend the Maturity hereof, the Holder of
this Security will have the option to require the Company to repay this Security
on the Maturity Date in effect immediately preceding the mailing of the
applicable Extension Notice at a price equal to the principal amount hereof,
plus any accrued and unpaid interest to such date. In order for this Security to
be so repaid on such Maturity Date, the Holder hereof must follow the procedures
set forth below for Redemption (Option of Holder), except that the period for
delivery of this Security or notification to the Trustee shall be at least 25
but not more than 35 days prior to the Maturity Date in effect immediately
preceding the mailing of the applicable Extension Notice and except that if the
Holder hereof has tendered this Security for repayment pursuant to this
paragraph he may, by written notice to the Trustee, revoke any such tender for
repayment until 5:00 P.M., New York City time, on the tenth calendar day prior
to the Maturity Date then in effect (or, if such date is not a Business Day,
until 5:00 P.M., New York City time, on the immediately succeeding Business
Day).
Accrued interest hereon shall be calculated by multiplying the
principal amount specified on the face hereof by an accrued interest factor.
Such accrued interest factor shall be computed by adding the interest factor
calculated for each day in the period for which accrued interest is being
calculated. The interest factor (expressed as a decimal rounded upwards, if
necessary, as described below) for each such day shall be computed by dividing
the interest rate (expressed as a decimal rounded upwards, if necessary, as
described below) applicable to such date by 360, if the Interest Rate Basis
specified on the face hereof is the Commercial Paper Rate, Prime Rate, CD Rate,
Federal Funds Rate or LIBOR, by the actual number of days in the year (365 or
366, as the case may be) if the Interest Rate Basis specified on the face hereof
is the Treasury Rate, or by the number of days in the Computation Period
specified on the face hereof. Except as otherwise provided herein, all
percentages resulting from any calculation with respect to this Security will be
rounded, upwards if necessary, to the nearest one-hundred thousandth of a
percentage point, with five one-millionths of a percentage point rounded upwards
(e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655) and
----
9.876544% (or .09876544) being rounded to 9.87654% (or .0987654)), and all
dollar
<PAGE>
amounts and all amounts in Specified Currencies used in or resulting from such
calculations will be rounded to the nearest cent, or, if this Security is a
Foreign Currency Security, the nearest unit (with one-half cent or five one-
thousandths of a unit being rounded upwards).
The rate of interest on this Security will be reset daily, weekly,
monthly, quarterly, semi-annually or annually, as specified on the face hereof
under Interest Reset Period (each date upon which interest is so reset as
provided below being hereinafter referred to as an "Interest Reset Date"), and
the interest rate in effect on any day shall be (a) if such day is an Interest
Reset Date, the interest rate for such Interest Reset Date or (b) if such day is
not an Interest Reset Date, the interest rate for the immediately preceding
Interest Reset Date; provided, however, that (i) the interest rate in effect
-------- -------
from the Issue Date of this Security (or one or more Predecessor Securities) to
but excluding the first Interest Reset Date will be the initial Interest Rate.
Notwithstanding the foregoing, the interest rate hereon shall not be greater
than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate,
if any, specified on the face hereof and in no event shall be higher than the
maximum rate permitted by New York law, as the same may be modified by United
States law of general application. Unless otherwise specified on the face
hereof and except as provided in the next succeeding sentence, the Interest
Reset Date with respect to this Security will be, if the Interest Reset Period
specified on the face hereof is daily, each Market Day (as defined below); if
the Interest Reset Period specified on the face hereof is weekly (unless the
Interest Rate Basis specified on the face hereof is the Treasury Rate), the
Wednesday of each week; if the Interest Reset Period specified on the face
hereof is weekly and the Interest Rate Basis specified on the face hereof is the
Treasury Rate, except as otherwise provided below, the Tuesday of each week; if
the Interest Reset Period specified on the face hereof is monthly, the third
Wednesday of each month; if the Interest Reset Period specified on the face
hereof is quarterly, the third Wednesday of each March, June, September and
December; if the Interest Reset Period specified on the face hereof is semi-
annually, the third Wednesday of two months in each year specified under
"Interest Reset Month(s)" on the face hereof; and if the Interest Reset Period
specified on the face hereof is annually, the third Wednesday of the month in
each year specified under "Interest Reset Month(s)" on the face hereof. If,
pursuant to the preceding sentence, any Interest Reset Date would otherwise be a
day that is not a Market Day with respect to this Security, the Interest Reset
Date shall be the next succeeding day that is a Market Day with respect to this
Security, except that if the Interest Rate Basis specified on the face hereof is
LIBOR and the next succeeding Market Day falls in the next succeeding calendar
month, such Interest Reset Date shall be the immediately preceding Market Day.
Subject to appli-
<PAGE>
cable provisions of law and except as specified herein, on each Interest Reset
Date the rate of interest on this Security shall be the rate determined in
accordance with the provisions of the applicable heading below.
"Market Day" means (i) with respect to any Security of this series
denominated in U.S. dollars, the rate of interest on which is determined other
than in accordance with the provisions of the heading "Determination of LIBOR"
above, any day that is not a Saturday or Sunday and that, in The City of New
York or Chicago, Illinois is not a day on which banking institutions generally
are authorized or obligated by law or executive order to close, (ii) with
respect to any Security of this series denominated in U.S. dollars, the rate of
interest on which is determined in accordance with the provisions of the heading
"Determination of LIBOR", any such day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market, (iii) with respect to any
Security of this series denominated in a Specified Currency other than ECUs,
any day that is not a Saturday or Sunday and that in the principal financial
center of the country of the Specified Currency is not a day on which banking
institutions generally are authorized or obligated by law or executive order to
close, and (iv) with respect to a Security of this series denominated in ECU,
any day that is designated as an ECU settlement day by the ECU Bankers
Association in Paris or otherwise generally regarded in the ECU interbank market
as a day in which payments in ECU are made.
Determination of Commercial Paper Rate. If the Interest Rate Basis
---------------------------------------
specified on the face hereof is the Commercial Paper Rate, the interest rate
with respect to this Security for any Interest Reset Date shall equal (a) the
Money Market Yield (calculated as described below) or the rate on the second
Market Day with respect to this Security immediately preceding such Interest
Reset Date (the "Commercial Paper Interest Determination Date") for commercial
paper having the Index Maturity specified on the face hereof, (i) as published
in "Statistical Release H.15(519), Selected Interest Rates", or any successor
publication published by the Board of Governors of the Federal Reserve System
("H.15(519)"), under the heading "Commercial Paper", or (ii) if such rate is not
so published prior to 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Commercial Paper Interest Determination Date, then as
published in "Composite 3:30 P.M. Quotations for U.S. Government Securities", or
any successor publication published by the Federal Reserve Bank of New York
("Composite Quotations"), under the heading "Commercial Paper", or (b) if such
rate is not published in either H.15(519) or Composite Quotations by 3:00 P.M.,
New York City time, on such Calculation Date, the Money Market Yield of the
arithmetic mean, as calculated by the Calculation Agent on such Calculation
<PAGE>
Date, of the offered rates, as of 11:00 A.M., New York City time, on such
Commercial Paper Interest Determination Date, of three leading dealers of
commercial paper in The City of New York selected by the Calculation Agent for
commercial paper having the Index Maturity specified on the face hereof placed
for an industrial issuer whose bond rating is "AA", or the equivalent, from a
nationally recognized rating agency, in each of the above cases adjusted by the
addition or subtraction of the Spread, if any, specified on the face hereof, or
by multiplication by the Spread Multiplier, if any, specified on the face
hereof; provided, however, that if fewer than three such dealers selected as
-------- -------
aforesaid by the Calculation Agent are quoting as mentioned in this sentence,
the Commercial Paper Rate shall be the Commercial Paper Rate in effect on such
Commercial Paper Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage
rounded upwards, if necessary, to the next higher one-hundred thousandth of a
percentage point), calculated in accordance with the following formula:
D x 360 x 100
-------------
Money Market Yield = 360 - (D x M),
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the interest period for which interest is being calculated.
Determination of Prime Rate. If the Interest Rate Basis specified
----------------------------
on the face hereof is the Prime Rate, the Interest Rate with respect to this
Security for any Interest Reset Date shall equal (a) the rate set forth on such
date in H.15 (519) under the heading "Bank Prime Loan" or (b) if such rate is
not so published prior to 3:00 p.m., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, then the Interest Rate shall be
the arithmetic mean of the rates of interest publicly announced by each bank
that appears on the Reuters Screen NYMF Page as such bank's prime rate or base
leading rate as in effect for that Interest Determination Date, or (c) if fewer
than four such rates appear on the Reuters NYMF Page for the Interest
Determination Date, then the Interest Rate shall be the arithmetic mean as
calculated by the Calculation Agent of (1) the announced prime rates quoted on
the basis of the actual number of days in the year divided by 360 as of the
close of business in The City of New York on the Interest Determination Date by
at least two of three major money center banks in The City of New York selected
by the Calculation Agent (after consultation with the Company) or (2) if fewer
than two such banks quote
<PAGE>
such a rate, the announced prime rates quoted on the basis of the actual number
of days in the year divided by 360 as of the close of business in The City of
New York on such Interest Determination Date by one or two, as the case may be,
substitute banks or trust companies that are organized and doing business under
the laws of the United States or any state thereof, have total equity capital of
at least $500 million, and are subject to supervision or examination by Federal
or state authority selected by the Calculation Agent (after consultation with
the Company) to provide such rates, in any case, adjusted by addition or
subtraction of the Spread, if any, specified on the face hereof; or by
multiplication by the Spread Multiplier, if any, specified on the face hereof;
provided, however that if the banks or trust companies selected as aforesaid are
- -------- -------
not quoting such rates, the interest rate in effect hereon shall be the rate in
effect hereon on such Interest Determination Date.
Determination of CD Rate. If the Interest Rate Basis specified on the
-------------------------
face hereof is the CD Rate, the Interest Rate with respect to any Interest Reset
Date shall equal (a) the rate on the second Market Day with respect to this
Security immediately preceding such Interest Reset Date (the "CD Rate Interest
Determination Date") for negotiable certificates of deposit having the Index
Maturity specified on the face hereof, (i) as published in H.15(519) under the
heading "CDs (Secondary Market)", or (ii) if such rate is not published prior
to 3:00 P.M., New York City time, on the Calculation Date pertaining to such CD
Rate Interest Determination Date, then as published in Composite Quotations
under the heading "Certificates of Deposit", or (b) if such rate is not yet
published in either H.l5(519) or Composite Quotations by 3:00 P.M., New York
City time, on such Calculation Date the arithmetic mean (rounded upwards, if
necessary, to the next higher one-hundred thousandth of a percentage point), as
calculated by the Calculation Agent, of the secondary market offered rates, as
of 10:00 A.M., New York City time, on such CD Rate Interest Determination Date,
of three leading nonbank dealers of negotiable U.S. dollar certificates of
deposit in The City of New York selected by the Calculation Agent for negotiable
certificates of deposit of major United States money market banks with a
remaining maturity closest to the Index Maturity specified on the face hereof in
a denomination of $5,000,000 in each of the above cases adjusted by the addition
or subtraction of the Spread, if any, specified on the face hereof, or by
multiplication by the Spread Multiplier, if any, specified on the face hereof;
provided, however, that if fewer than three dealers selected as aforesaid by the
- -------- -------
Calculation Agent are quoting as mentioned in this sentence, the CD Rate will be
the CD Rate in effect on such CD Rate Interest Determination Date.
<PAGE>
Determination of Federal Funds Rate. If the Interest Rate Basis
------------------------------------
specified on the face hereof is the Federal Funds Rate, the interest rate with
respect to this Security for any Interest Reset Date shall equal (a) the rate on
the second Market Day with respect to this Security immediately preceding such
Interest Reset Date (the "Federal Funds Interest Determination Date") for
Federal Funds having the Index Maturity specified on the face hereof (i) as
published in H.l5(519) under the heading "Federal Funds (Effective)" or (ii) if
such rate is not so published prior to 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Federal Funds Interest Determination Date,
then as published in Composite Quotations under the heading "Federal
Funds/Effective Rate" or (b) if by 3:00 P.M., New York City time, on such
Calculation Date such rate is not yet published in either H.15(519) or Composite
Quotations, the arithmetic mean, as calculated by the Calculation Agent on such
Calculation Date, of the rates, prior to 9:00 A.M., New York City time, on such
Federal Funds Interest Determination Date, for the last transaction in overnight
Federal Funds arranged by three leading brokers of Federal Funds transactions in
The City of New York selected by the Calculation Agent, in each of the above
cases adjusted by the addition or subtraction of the Spread, if any, specified
on the face hereof, or by multiplication by the Spread Multiplier, if any,
specified on the face hereof; provided, however, that if fewer than three
-------- -------
brokers selected as
aforesaid by the Calculation Agent are quoting as mentioned in this sentence,
the Federal Funds Rate will be the Federal Funds Rate in effect on such Federal
Funds Interest Determination Date.
Determination of LIBOR. If the Interest Rate Basis specified on the
-----------------------
face hereof is LIBOR, the interest rate with respect to this Security for any
Interest Reset Date shall be determined by the Calculation Agent and shall equal
the offered rate for deposits in U.S. Dollars having the Index Maturity
specified on the face hereof commencing on the second London Market Day
immediately following the Interest Determination Date which appears on the
Telerate Page 3750 (as defined herein) as of 11:00 A.M. London time, on such
Interest Determination Date, adjusted by the addition or subtraction of the
Spread, if any, specified on the face hereof or by multiplication by the Spread
Multiplier, if any, specified on the face hereof; provided, however, if such
-------- -------
rate does not so appear on the Telerate Page 3750, the rate in respect of such
Interest Determination Date will be determined on the basis of the rates at
which deposits in U.S. dollars are offered by four major banks in the London
interbank market (selected by the Calculation Agent) at approximately 11:00
A.M., London time, on the Interest Determination Date next preceding the
relevant Interest Reset Date to prime banks in the London inter-bank market for
a period of the Index Maturity commencing on that
<PAGE>
Interest Reset Date and in a principal amount equal to an amount not less than
$1,000,000 that is representative for a single transaction in such market at
such time. In such case, the Calculation Agent will request the principal
London office of each of the aforesaid major banks to provide a quotation of
such rate. If at least two such quotations are provided in respect of such
Interest Determination Date, the rate for that Interest Reset Date will be the
arithmetic mean of the quotations, and, if fewer than two quotations are
provided as requested in respect of such Interest Determination Date, the rate
for that Interest Reset Date will be the arithmetic mean of the rates quoted by
three major banks in The City of New York, selected by the Calculation Agent, at
approximately 11:00 A.M., New York City time, on that Interest Determination
Date for loans in U.S. dollars to leading European banks for a period of the
Index Maturity commencing on that Interest Reset Date and in a principal amount
equal to an amount not less than $1,000,000 that is representative for a single
transaction in such market at such time, each of the aforementioned cases
following the proviso above adjusted by the addition or subtraction of the
Spread, if any, specified on the face hereof or by multiplication by the Spread
Multiplier, if any, specified on the face hereof; provided, however, if the
-------- -------
aforesaid rate cannot be so determined by the Calculation Agent, LIBOR in
respect of such LIBOR Interest Determination Date will be LIBOR then in effect
on such Interest Determination Date. "Telerate Page 3750" means the display
page so designated on the Dow Jones Telerate Service (or such other page as may
replace that page on that service, or such other service as may be nominated as
the information vendor, for the purpose of displaying rates or prices relating
to LIBOR). "London Market Day" means any day on which dealings in deposits in
U.S. dollars are transacted in the London interbank market.
Determination of Treasury Rate. If the Interest Rate Basis specified
-------------------------------
on the face hereof is the Treasury Rate, the interest rate with respect to this
Security for any Interest Reset Date shall equal (a) the rate for the most
recent auction of direct obligations of the United States ("Treasury bills")
having the Index Maturity specified on the face hereof as published in H.15(519)
under the heading "U.S. Government Securities/Treasury bills -- Auction Average
(Investment)" on the Treasury Interest Determination Date (as defined below) or
(b) if such rate is not so published by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Treasury Interest Determination Date, the
auction average rate (expressed as bond equivalent on the basis of a year of 365
or 366 days, as applicable, and applied on a daily basis) for such auction as
otherwise announced by the United States Department of the Treasury or (c) in
the event that the results of the auction of Treasury bills having the Index
maturity specified on the face hereof are not published or
<PAGE>
reported as provided in (a) or (b) above by 3:00 P.M., New York City time, on
such Calculation Date or if no such auction is held in a particular week, the
yield to maturity (expressed as a bond equivalent on the basis of a year of 365
or 366 days, as applicable, and applied on a daily basis) of the arithmetic
mean, as calculated by the Calculation Agent on such Calculation Date, of the
secondary market bid rates as of approximately 3:30 P.M., New York City time, on
such Treasury Interest Determination Date, of three leading primary United
States government securities dealers in the City of New York selected by the
Calculation Agent for the issue of Treasury bills with a remaining maturity
closest to the Index Maturity specified on the face hereof, in each of the
above cases adjusted by the addition or subtraction of the Spread, if any,
specified on the face hereof, or by multiplication by the Spread Multiplier, if
any, specified on the face hereof; provided, however, that if such dealers
-------- -------
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the Treasury Rate shall be the Treasury Rate on such Treasury
Interest Determination Date.
The "Treasury Interest Determination Date" pertaining to an Interest
Reset Date will be the day on which Treasury bills are auctioned for the week in
which such Interest Reset Date falls, or if no auction is held for such week,
the Monday of such week (or if Monday is a legal holiday, the next succeeding
Market Day) and the Interest Reset Date will be the Market Day immediately
following such Treasury Interest Determination Date. Treasury bills are usually
sold at auction on Monday of each week, unless that day is a legal holiday, in
which case the auction is usually held on the following Tuesday, except that
such auction may be held on the preceding Friday. If an auction is held for such
week on Monday or the preceding Friday, such Monday or preceding Friday shall
be the Treasury Interest Determination Date for such week, and the Interest
Reset Date for such week shall be the Tuesday of such week (or, if such Tuesday
is not a Market Day, the next succeeding Market Day). If the auction for such
week is held on any day of such week other than Monday, then such date shall be
the Treasury Interest Determination Date and the Interest Reset Date for such
week shall be the next succeeding Market Day.
Unless otherwise specified on the face hereof, the Calculation Date
pertaining (i) to any Commercial Paper Rate Interest Determination Date, CD Rate
Interest Determination Date, Treasury Interest Determination Date or Federal
Funds Interest Determination Date, as the case may be, shall be the earlier of
(a) the tenth day after such interest determination date or, if any such day is
not a Market Day with respect to this Security, the next succeeding Market Day
and (b) the Market Day next preceding the relevant Interest
<PAGE>
Payment Date or date of Stated Maturity, as the case may be, and (ii) to any
Prime Rate Interest Determination Date or LIBOR Interest Determination Date
shall be such Prime Rate Interest Determination Date or such LIBOR Interest
Determination Date, as the case may be. The Calculation Agent shall calculate
the interest rate hereon in accordance with the foregoing on or before each
Calculation Date. At the request of the Holder hereof, the Calculation Agent
will provide to the Holder hereof the interest rate hereon then in effect and,
if determined, the interest rate which will become effective as of the next
Interest Reset Date. Unless otherwise specified on the face hereof, the
Calculation Agent shall be the Trustee.
If this Security is designated on the face hereof as an Original Issue
Discount Security, then, notwithstanding anything to the contrary contained in
this Security, upon the redemption or acceleration of Maturity of this Security
there shall be payable, in lieu of the principal amount due at the Stated
Maturity hereof, as specified on the face hereof, an amount equal to the
Amortized Face Amount of this Security. The "Amortized Face Amount" shall be
the amount equal to (a) the issue price of this Security, plus (b) that portion
of the difference between the issue price and the principal amount of this
Security that has been amortized at the Stated Yield (as defined below) of this
Security (computed in accordance with generally accepted United States bond
yield computation principles) at the date as of which the Amortized Face Amount
is calculated, but in no event shall the Amortized Face Amount exceed the
principal amount of this Security due at the Stated Maturity hereof. As used in
the previous sentence, the "Stated Yield" means the Yield to Maturity specified
on the face hereof (or if not so specified, the yield to maturity compounded
semi-annually and computed in accordance with generally accepted United States
bond yield computation principles) for the period from the Issue Date to the
Stated Maturity on the basis of the issue price and such principal amount.
If this Security is denominated in a Specified Currency, unless the
Holder hereof is entitled to make, and has made, a Specified Currency Payment
Election with respect to such payments as provided on the face hereof, the
Holder of this Security shall receive payments of principal (and premium, if
any) and interest in U.S. dollars at an exchange rate based on the highest bid
quotation in The City of New York received by the Exchange Rate Agent (who,
unless otherwise specified on the face hereof, shall be the Trustee) at
approximately 11:00 A.M., New York City time, on the second Market Day with
respect to this Security preceding the applicable payment date from three
recognized foreign exchange dealers (one of which may be the Exchange Rate
Agent) selected by the Exchange Rate Agent and approved by the Company for the
purchase by the quoting dealer of the
<PAGE>
Specified Currency for U.S. dollars for settlement on such payment date in the
aggregate amount of such Specified Currency payable to all Holders of Securities
of this series denominated in such Specified Currency and scheduled to receive
U.S. dollar payments on such payment date and at which the applicable dealer
commits to execute a contract. All currency exchange costs incurred by the
Company in converting a Specified Currency into U.S. dollars in order to make
payments hereon will be borne by the Holder of this Security by deductions from
such payments. If such bid quotations are not available, or if a Specified
Currency Payment Election has been made with respect to such payments, payments
will be made in the Specified Currency (or, if such Specified Currency is not at
the time of such payment legal tender for the payment of public and private
debts, such other coin or currency of the country which issued such Specified
Currency as at the time of such payment is legal tender for the payment of such
debts); provided, however, that if such Specified Currency (or, if applicable,
--------- -------
such other coin or currency) is unavailable due to the imposition of exchange
controls or other circumstances beyond the Company's control, the Company will
be entitled to make payments in U.S. dollars on the basis of the Market Exchange
Rate for such Specified Currency (or, if applicable, such other coin or
currency) on the second Market Day prior to such payment or, if such Market
Exchange Rate is not then available, on the basis of the most recently available
Market Exchange Rate or as otherwise indicated hereon.
If the principal of (and premium, if any) and interest on this
Security is payable in any currency unit (e.g. ECU), and such currency unit is
unavailable due to an imposition of exchange controls or other circumstances
beyond the Company's control, then the Company will be entitled to satisfy its
obligations to the Holder of this Security by making such payment in U.S.
dollars until such currency unit is again available. The amount of each payment
in U.S. dollars shall be computed on the basis of the equivalent of the currency
unit in U.S. dollars, as determined by the Exchange Rate Agent on the following
basis: The component currencies of the currency unit for this purpose (the
"Component Currencies" or, individually, a "Component Currency") shall be the
currency amounts that were components of the currency unit as of the last date
on which the currency unit was used. The equivalent of currency unit in U.S.
dollars shall be calculated by aggregating the U.S. dollar equivalents of the
Component Currencies. The U.S. dollar equivalent of each of the Component
Currencies shall be determined by the Exchange Rate Agent on the basis of the
most recently available Market Exchange Rate for each such Component Currency,
or as otherwise specified on the face hereof.
<PAGE>
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of that currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by amounts of such two or more currencies, the sum of
which shall be equal to the amount of the original Component Currency.
Any payment made under such circumstances in U.S. dollars where the
required payment is in other than U.S. dollars will not constitute an Event of
Default under the Indenture.
If one or more Redemption Dates (or ranges of Redemption Dates) is
specified on the face hereof, this Security is subject to redemption upon not
less than 30 nor more than 60 days' notice by mail, on any such date (or during
any such range) as a whole, or in part, at the election of the Company, at a
Redemption Price determined as provided in the next succeeding sentence,
together with accrued interest to the Redemption Date; but interest installments
whose Stated Maturity is on or prior to the Redemption Date will be payable to
the Holder hereof, or one or more Predecessor Securities, of record at the close
of business on the relevant Regular Record Dates referred to on the face hereof,
all as provided in the Indenture. If applicable, the "Redemption Price" for any
such redemption shall be the amount determined by multiplying the Redemption
Percentage specified on the face hereof with respect to the relevant Redemption
Date (or range of such dates) by the portion of the principal amount hereof (or,
if this Security is an original Issue Discount Security, the portion of the
Amortized Face Amount hereof) to be redeemed; provided, however, that in no
-------- -------
event shall the Redemption Price be less than 100% of the portion of the
principal amount hereof (or, if this Security is an Original Issue Discount
Security, the portion of the Amortized Face Amount hereof) to be redeemed.
Notice of redemption having been given as aforesaid, this Security (or
the portion of the principal amount hereof so to be redeemed) shall, on the
Redemption Date, become due and payable at the Redemption Price herein
specified, and from and after such date (unless the Company shall default in the
payment of the Redemption Price and accrued interest) shall cease to bear
interest.
<PAGE>
In the case of any partial redemption at the election of the Company
of Securities of this series, the Securities of a particular tenor to be
redeemed shall be selected by the Trustee not more than 60 days prior to the
Redemption Date by such method as the Trustee shall deem fair and appropriate
and which may provide for the selection for redemption of portions of the
principal amount of Securities (equal to the minimum authorized denomination for
Securities of this series or any integral multiple thereof). In the event of
any redemption of this Security in part only, a new Security or Securities of
this series of like tenor for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof, provided that such
unredeemed portion shall be an authorized denomination for Securities of this
series.
If one or more Redemption Dates (Option of Holder) (or ranges of such
dates) is specified on the face hereof, this Security is subject to redemption
on any such date (or during any such range) or, if such date is not a Market
Day, on the first Market Day following such date, as a whole or from time to
time in part, at the election of the Holder hereof at a Redemption Price
determined as provided in the fifth succeeding sentence together with accrued
interest thereon to the Redemption Date, but interest installments whose Stated
Maturity is on or prior to the Redemption Date will be payable to the Holder
hereof of record at the close of business on the Regular Record Date referred to
on the face hereof. Such election shall be effected by the Holder hereof
delivering to the Company at the principal corporate trust office of the Trustee
in Chicago, Illinois or the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York not less than 30 nor
more than 60 days prior to the date on which this Security is to be redeemed,
or during such other Notice Period specified on the face hereof, a notice
requesting such redemption in the form as prescribed below and specifying the
date upon which this Security is to be redeemed. Any notice given by a Holder
pursuant to this paragraph shall consist of either (i) this Security with the
form entitled "Option to Elect Redemption" set forth at the end of this Security
duly completed or (ii) a telegram, facsimile transmission or letter from a
member of a national securities exchange or of the National Association of
Securities Dealers, Inc. or a commercial bank or trust company in the United
States setting forth the name of the Holder hereof, the principal amount of this
Security, the principal amount of this Security to be redeemed, the certificate
number or a description of the terms of this Security, a statement that the
option to elect redemption is being exercised thereby and a guarantee that this
Security, together with the duly completed form entitled "Option to Elect
Redemption" set forth at the end of this Security, will be received by the
Trustee not later than the fifth Business Day
<PAGE>
after the date of such telegram, facsimile transmission or letter; provided,
--------
however, that such telegram, facsimile transmission or letter shall only be
- -------
effective if this Security and form duly completed are received by the Trustee
by such fifth Business Day. Exercise of the redemption option by the Holder
hereof will be irrevocable. Such option may be exercised with respect to less
than the entire principal amount of this Security, provided that the portion
remaining Outstanding after such redemption shall be an authorized denomination
for Securities of this series. If applicable, the "Redemption Price" for any
such redemption shall be the amount determined by multiplying the Redemption
Percentage (Option of Holder), specified on the face hereof with respect to the
relevant Redemption Date (Option of Holder) (or range of such dates), by the
portion of the principal amount hereof (or, if this Security is an Original
Issue Discount Security, the portion of the Amortized Face Amount hereof) to be
redeemed, together with the interest accrued thereon to the Redemption Date;
provided, however, that in no event shall the Redemption Price be less than 100%
- -------- -------
of the portion of the principal amount hereof (or, if this Security is an
Original Issue Discount Security, the portion of the Amortized Face Amount
hereof) to be redeemed.
If so indicated on the face hereof, and in accordance with the terms
specified thereon, this Security will be subject to redemption through
operation of a sinking fund.
The Indenture contains provisions for defeasance at any time of (1)
the entire indebtedness on this Security or (2) certain restrictive covenants
and Events of Default with respect to this Security, in each case upon
compliance by the Company with certain conditions set forth therein.
If an Event of Default with respect to the Securities of this series
shall occur and be continuing, the principal of the Securities of this series
(or, in the case of Original Issue Discount Securities, the Amortized Face
Amount thereof) may be declared due and payable in the manner and with the
effect provided in the Indenture. Upon payment (i) of the amount of principal
so declared due and payable and (ii) of interest on any overdue principal and
overdue interest (in each case to the extent that the payment of such interest
shall be legally enforceable), all of the Company's obligations in respect of
the payment of the principal of and premium and the interest, if any, on the
Securities of this series shall terminate.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the
<PAGE>
Securities of each series to be affected under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of a majority in
principal amount of the Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holder of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any
<PAGE>
place where the principal of and any premium and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
As provided in the Indenture and subject to certain limitations
therein set forth, the Securities of this series (other than Global Securities,
except as otherwise provided herein) are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.
The Company shall not be required to (i) issue, register the transfer
of or exchange Securities of this series or of a like tenor during a period
beginning at the opening of business 15 days before the mailing of the relevant
notice of redemption and ending at the close of business on the day of mailing
of such notice of redemption, or (ii) register the transfer of or exchange any
Security, or portion thereof, called for redemption, except the unredeemed
portion of any Security being redeemed in part. Following the exercise of any
redemption option by the Holder hereof, the Trustee shall not be required to
issue, register the transfer of or exchange that portion of this Security with
respect to which such option has been exercised.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Securities of this series may be issued in the form of one or more
Global Securities to The Depository Trust Company as Depositary for the Global
Securities of this series or its nominee and registered in the name of the
Depositary or such nominee. If the face of this Security contains a legend
indicating that this Security is a Global Security so registered, the transfer
and exchange hereof is subject to the additional limitations set forth in such
legend.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security is overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
<PAGE>
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT - ___________ Custodian ________
(Custodian) (Minor)
Under Uniform Gifts to Minors Act (_____________)
(State)
Additional abbreviations may also be used though not in the above list.
____________________
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
________________________________________________________________________________
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ___________________ attorney to transfer said Note on the books of
the Company, with full power of substitution in the premises.
Dated:_______________________ X
-----------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the within instrument
in every particular, without alteration
or enlargement or any change whatever.
<PAGE>
OPTION TO ELECT REDEMPTION
The undersigned hereby irrevocably requests and instructs LUKENS INC. to
redeem the within Security (or portion thereof specified below) pursuant to its
terms at the Redemption Price, to the undersigned at
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF THE UNDERSIGNED)
________________________________________________________________________________
________________________________________________________________________________
If less than the entire principal amount of the within Security is to be
redeemed, specify the portion thereof which the Holder elects to have redeemed:
____________________________________________________; and specify the
denomination or denominations (which shall not be less than the minimum
authorized denomination) of the Securities to be issued to the Holder for the
portion of the within Security not being redeemed (in the absence of any such
specification, one such Security will be issued for the portion not being
redeemed):
________________________________________________________________________________
Dated:_____________
_______________________________
NOTICE: This signature on this Option to
Elect Redemption must correspond with
the name as written upon the face of
the within instrument in every
particular without alteration or
enlargement.
