REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE MEAD CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Ohio 31-0535759
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
Mead World Headquarters
Courthouse Plaza Northeast
Dayton, Ohio 45463
937-495-6323
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
David L. Santez, Esq.
Assistant Secretary
The Mead Corporation
Mead World Headquarters
Courthouse Plaza Northeast
Dayton, Ohio 45463
937-495-6323
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copy to:
Vincent J. Pisano, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
Robert W. Reeder, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Approximate date of proposed sale to the public: From time to time
after the effective date of this Registration Statement as determined in
light of market conditions and other factors.
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE
FOLLOWING BOX. ( )
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE
OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE
SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION
WITH DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING
BOX. (X)
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING
BOX AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER
EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING. ( )
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE
462(C) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE
SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME
OFFERING. ( )
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE
434, PLEASE CHECK THE FOLLOWING BOX. ( )
CALCULATION OF REGISTRATION FEE:
Proposed
Maximum Amount of
Title of each Class Amount to Aggregate Proposed Maximum Registra-
of Securities Be Price Aggregate tion
to be Registered Registered Per Unit(2) Offering Price(3) Fee
Debt Securities $550,000,000(1) 100% $550,000,000 $166,667
(1) If any Debt Securities are issued (i) with a principal amount denomi-
nated in a foreign currency or currency units, such principal amount as
shall result in an aggregate initial offering price that is the equiva-
lent of $550,000,000 at the time of initial offering, or (ii) at an
original issue discount, such greater principal amount as shall result
in an aggregate initial offering price of $550,000,000.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Pursuant to Rule 429, this Registration Statement also relates to an
aggregate of $300,000,000 principal amount of debt securities included
in Registration Statement Nos. 33-51337 and 33-43994 as to which a
filing fee of $100,216 previously has been paid.
---------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGIS-
TRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATE-
MENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT
TO SAID SECTION 8(A), MAY DETERMINE.
STATEMENT PURSUANT TO RULE 429
The prospectus contained in this Registration Statement is a combined
prospectus which also covers $300,000,000 aggregate principal amount of Debt
Securities previously registered under Registration Statements Nos. 33-51337
and 33-43994 and not issued. In the event any such previously registered
debt securities are offered prior to the effective date of this Registration
Statement, they will not be included in the prospectus contained in this
Registration Statement.
[FLAG]
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
SUBJECT TO COMPLETION-DATED NOVEMBER 14, 1996
$850,000,000
THE MEAD CORPORATION
DEBT SECURITIES
--------------------
The Mead Corporation (the "Company") may from time to time
offer up to $850,000,000 aggregate initial offering price (or the
foreign currency equivalent thereof) of its unsecured debentures,
notes or other evidences of indebtedness ("Securities"). The
Securities may be offered as separate series in amounts, at
prices and on terms to be determined at the time of sale and to
be set forth in supplements to this Prospectus. The accompanying
prospectus supplement or supplements (each, a "Prospectus Supple-
ment") set forth specifically with regard to the series of these
Securities with respect to which this Prospectus is being deliv-
ered: (i) the aggregate principal amount of Securities offered;
(ii) the rate and time of payment of interest, if any, (iii)
authorized denominations; (iv) the maturity; (v) the public
offering price; (vi) any terms for redemption at the option of
the Company or the holder; (vii) any currency or composite
currency, if other than United States dollars, in which the
Securities are denominated or in which interest thereon is
payable; (viii) whether the Securities being offered will be
issued in registered form without coupons, in bearer form with
coupons attached or in the form of one or more global securities;
(ix) any index used to determine the amounts of payments of
principal and any premium or interest; (x) the underwriter,
underwriters or agents, if any, for the Securities being offered,
the principal amounts, if any, to be purchased by the underwrit-
er, underwriters or agents, their compensation and the resulting
net proceeds to the Company; (xi) the designation of the Trustee
acting under the applicable Indenture; and (xii) any other terms
in connection with the offering and sale of the Securities.
The Company may sell Securities to or through underwriters,
and also may sell Securities directly to other purchasers or
through agents. See "Plan of Distribution."
----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
----------------------
The date of this Prospectus is , 1996.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR
INCORPORATED BY REFERENCE IN ANY PROSPECTUS SUPPLEMENT OR THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTA-
TIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. NEITHER
THIS PROSPECTUS NOR THE ACCOMPANYING PROSPECTUS SUPPLEMENT
CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY
ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITA-
TION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
THE ACCOMPANYING PROSPECTUS SUPPLEMENT, NOR ANY SALE HEREUNDER OR
THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATES THEREOF.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange
Commission (the "Commission") Registration Statements under the
Securities Act of 1933, as amended (the "1933 Act"), with respect
to the Securities offered hereby. This Prospectus does not
contain all the information set forth in the Registration State-
ments, certain parts of which are omitted in accordance with the
rules and regulations of the Commission. For further information
with respect to the Company and the Securities offered hereby,
reference is hereby made to such Registration Statements, includ-
ing the exhibits filed as part thereof.
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy and
information statements and other information with the Commission.
The Registration Statements (with exhibits) as well as such
reports, proxy and information statements and other information
can be inspected and copied at the offices of the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549; and at the Commission's Regional Offices at 7 World
Trade Center, 13th Floor, New York, New York 10048; and North-
western Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Copies of such material can be
obtained from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
at prescribed rates. The Commission also maintains a Web site at
http://www.sec.gov that contains reports, proxy statements and
other information. The Company's common stock is listed on the
New York Stock Exchange, the Chicago Stock Exchange and the
Pacific Stock Exchange. Such reports, proxy and information
statements and other information concerning the Company also may
be inspected at the offices of the New York Stock Exchange, Inc.,
20 Broad Street, New York, New York 10005; the Chicago Stock
Exchange, 440 South LaSalle Street, Chicago, Illinois; and the
Pacific Stock Exchange, Inc., 301 Pine Street, San Francisco,
California.
DOCUMENTS INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-K with respect to the
Company's fiscal year ended December 31, 1995, as amended, the
Company's Quarterly Reports on Form 10-Q with respect to the
quarterly periods ended March 31, 1996, June 30, 1996 and Septem-
ber 29, 1996 and the Company's Current Reports on Form 8-K filed
October 11, 1996, November 5, 1996 and November 13, 1996, each as
filed pursuant to Section 13 or 15(d) of the Exchange Act, are
incorporated herein by reference. All documents filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date hereof and prior to the termination
of the offering of the Securities shall be deemed to be incorpo-
rated by reference herein and to be a part hereof from the date
of filing of such documents.
Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS PROSPECTUS IS
DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY
OF ANY OR ALL OF THE FOREGOING DOCUMENTS INCORPORATED HEREIN BY
REFERENCE (OTHER THAN EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH
EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE HEREIN).
WRITTEN OR TELEPHONE REQUESTS SHOULD BE DIRECTED TO DAVID L.
SANTEZ, ASSISTANT SECRETARY, THE MEAD CORPORATION, COURTHOUSE
PLAZA NORTHEAST, DAYTON, OHIO 45463, (937) 495-6323.
THE COMPANY
The Company manufactures and sells paper, pulp, paperboard,
lumber and other wood products. The Company also manufactures
and distributes school and office supplies, distributes paper and
other industrial supplies.
The Company was incorporated in 1930 under the laws of the
State of Ohio as the outgrowth of a paper manufacturing business
founded in 1846, and has its principal executive offices at Mead
World Headquarters, Courthouse Plaza Northeast, Dayton, Ohio
45463, telephone (937) 495-6323. Except as otherwise indicated
by the context, the terms "Company" or "Mead" as used herein
refer to The Mead Corporation and its subsidiaries.
USE OF PROCEEDS
Except as otherwise set forth in a Prospectus Supplement,
the net proceeds to be received by the Company from the sale of
the Securities will be added to working capital and will be
available for general corporate purposes, which may include
repayment of indebtedness. Pending such application, a
portion of the net proceeds may be invested in marketable securities.
DESCRIPTION OF SECURITIES
The Securities offered hereby will be issued under one or
more separate indentures entered into, or to be entered into,
between the Company and a trustee to be selected by the Company,
which shall be any of Bankers Trust Company, The First National
Bank of Chicago or such other trustee designated by the Company
and set forth in the appropriate Prospectus Supplement. The
Company has issued $411,000,000 aggregate principal amount of
Securities (of which $86,000,000 aggregate principal amount is
outstanding as of the date of this Prospectus) under an Inden-
ture, dated as of July 15, 1982, as amended and supplemented,
between the Company and Bankers Trust Company, and may issue
additional Securities under such indenture in the future. The
Company has issued $300,000,000 aggregate principal amount of
Securities (all of which are outstanding as of the date of this
Prospectus) under an Indenture dated as of February 1, 1993
between the Company and The First National Bank of Chicago, and
may issue additional Securities under such indenture in the
future. Each of the indentures referred to above has substan-
tially identical terms and is referred to herein as the "Inden-
ture," and each of Bankers Trust Company, The First National Bank
of Chicago and any other trustee designated by the Company is
referred to herein as the "Trustee." The Trustee selected for a
particular series of Securities will be set forth in the appro-
priate Prospectus Supplement.
The Securities will be issued in registered form without
coupons ("Registered Securities"), in bearer form with coupons
attached ("Bearer Securities") or in the form of one or more
temporary or permanent global securities ("Global Securities").
The Securities will be direct obligations of the Company, but
will not be secured by any mortgage, pledge or other lien.
Except as otherwise indicated herein, all references in this
section to the "Company" refer only to The Mead Corporation and
not to its subsidiaries.
The Indenture provides that additional series of notes,
debentures or other evidences of indebtedness may be issued
thereunder without limitation as to aggregate principal amount.
GENERAL
Reference is made to the Prospectus Supplement for the
following terms of the series of the Securities being offered
thereby: (i) the aggregate principal amount of Securities of-
fered; (ii) the rate, time and place of payment of interest, if
any; (iii) authorized denominations; (iv) the maturity; (v) the
public offering price; (vi) any currency or composite currency,
if other than United States dollars, in which the Securities are
denominated or in which principal, interest and premium, if any,
thereon is payable; (vii) whether the Securities will be issued
as Registered Securities, Bearer Securities or both; (viii)
whether such Securities are to be issued in whole or in part in
the form of one or more Global Securities, and, if so, the
identity of the Depositary for such Global Securities; (ix) if a
temporary Global Security is to be issued with respect to Securi-
ties issuable as Bearer Securities, whether any interest thereon
payable on an interest payment date prior to the issuance of
definitive Bearer Securities will be paid to any clearing associ-
ation holding such Global Security and the terms and conditions
upon which such interest will be credited to the accounts of the
persons entitled thereto on such interest payment date, if other
than as specified herein; (x) if a temporary Global Security is
to be issued with respect to Securities issuable as Bearer
Securities, the terms upon which interests in any temporary
Global Security may be exchanged for interests in a permanent
Global Security or definitive Securities; (xi) any special
provisions for the payment of additional amounts with respect to
such Securities; (xii) any index used to determine the amounts of
payments of principal and any premium or interest; (xiii) the
period or periods within which, the price or prices at which and
the terms and conditions on which any of such Securities may be
redeemed, in whole or in part, at the option of the Company;
(xiv) the obligation, if any, of the Company to redeem or pur-
chase any of such Securities pursuant to any sinking fund or
analogous provision or at the option of the holder thereof, and
the period or periods within which, the price or prices at which
and the terms and conditions on which any of such Securities will
be redeemed or purchased, in whole or in part, pursuant to any
such obligation; (xv) if other than the entire principal amount
thereof, the portion of the principal amount of any of such
Securities which will be payable upon declaration of acceleration
of the Maturity thereof; (xvi) if the principal amount payable at
the Stated Maturity of any of such Securities will not be deter-
minable as of any one or more dates prior to the Stated Maturity,
the amount which will be deemed to be such principal amount as of
any such date for any purpose, including the principal amount
thereof which will be due and payable upon any Maturity other
than the Stated Maturity or which will be deemed to be outstand-
ing as of any such date (or, in any such case, the manner in
which such deemed principal amount is to be determined); (xvii)
if applicable, that such Securities, in whole or any specified
part, are defeasible pursuant to the provisions described under
"Defeasance and Covenant Defeasance"; (xviii) the underwriter,
underwriters or agents, if any, for the Securities being offered,
the principal amounts, if any, to be purchased by the underwrit-
er, underwriters or agents, their compensation and the resulting
net proceeds to the Company; (xix) the Trustee under the Inden-
ture pursuant to which the Securities offered hereby are to be
issued; (xx) the deferral of interest payments through the
extension of the interest payment period, if any, for the Securi-
ties being offered; and (xxi) any other terms in connection with
the offering and sale of the Securities.
The Securities will be unsecured and will rank pari passu
with all other unsecured and unsubordinated indebtedness of the
Company.
The statements under this heading are summaries of certain
provisions of the Indenture, a copy of which has been filed with
the Commission. References in parentheses are to sections of the
Indenture. Whenever particular provisions of the Indenture or
terms defined therein are referred to, such provisions or defini-
tions are incorporated by reference as a part of the statements
made, and the statements are qualified in their entirety by such
reference.
Unless the Prospectus Supplement relating thereto specifies
otherwise, Registered Securities denominated in U.S. dollars will
be issued only in denominations of $1,000 or any integral multi-
ple thereof and Bearer Securities denominated in U.S. dollars
will be issued only in the denomination of $5,000. One or more
Global Securities will be issued in a denomination or aggregate
denominations equal to the aggregate principal amount of Out-
standing Securities of the series to be represented by such
Global Security or Securities. The Prospectus Supplement relat-
ing to a series of Securities denominated in a foreign or compos-
ite currency will specify the denomination thereof. Unless
otherwise set forth in a Prospectus Supplement, principal,
premium and interest, if any, will be payable, and the Securities
will be transferable (in the case of Registered Securities) and
exchangeable without service charge at the Corporate Trust Office
of the Trustee. Bearer Securities will be transferable by
delivery.
At the option of the holder upon request confirmed in
writing, and subject to the terms of the Indenture, Bearer
Securities (with all unmatured coupons, except as provided below)
of any series will be exchangeable into an equal aggregate
principal amount of Registered Securities (if the Securities of
such series are issuable as Registered Securities), but no Bearer
Security will be delivered in or to the United States, and
Registered Securities of any series (other than a Global Securi-
ty, except as set forth below) will be exchangeable into an equal
aggregate principal amount of Registered Securities of the same
series (with the same interest rate and maturity date) of differ-
ent authorized denominations. If a holder surrenders Bearer
Securities in exchange for Registered Securities between a
Regular Record Date or a Special Record Date, and the relevant
Interest Payment Date, such holder will not be required to
surrender the coupon relating to such Interest Payment Date.
Except as provided in a Prospectus Supplement, Registered Securi-
ties may not be exchanged for Bearer Securities. (Section 305)
Securities may be issued under the Indenture as Original
Issue Discount Securities to be offered and sold at a substantial
discount from the principal amount thereof or may have payments
denominated in or determined by reference to a currency other
than United States dollars. If Securities of either type are
offered, the special federal income tax, accounting and other
considerations applicable thereto will be described in the
Prospectus Supplement relating thereto. "Original Issue Discount
Security" means any security which provides for an amount less
than the principal amount thereof to be due and payable upon the
declaration of acceleration of the maturity thereof pursuant to
an Event of Default and the continuation thereof.
Unless otherwise indicated in a Prospectus Supplement, the
covenants contained in the Indenture and the Securities would not
necessarily afford holders of the Securities protection in the
event of a highly leveraged or other transaction involving the
Company that may adversely affect holders.
GLOBAL SECURITIES
The Securities of a series may be issued in whole or in part
in the form of one or more Global Securities that will be depos-
ited with or on behalf of a depositary located in the United
States (a "U.S. Depositary") or a Common Depositary located
outside the United States (a "Common Depositary") identified in
the Prospectus Supplement relating to such series. Global
Securities may be issued in either registered or bearer form and
in either temporary or permanent form.
The specific terms of the depositary arrangement with
respect to any Securities of a series will be described in the
Prospectus Supplement relating to such series. The Company
anticipates that the following provisions will apply to all
depositary arrangements.
Book-Entry Securities. Unless otherwise specified in an
applicable Prospectus Supplement, Securities which are to be
represented by a Global Security to be deposited with or on
behalf of a U.S. Depositary will be represented by a Global
Security registered in the name of such depositary or its nomi-
nee. Upon issuance of a Global Security in registered form, the
U.S. Depositary of such Global Security will credit, on its book-
entry registration and transfer system, the respective principal
amounts of the Securities represented by such Global Security to
the accounts of institutions that have accounts with such deposi-
tary or its nominee ("participants"). The accounts to be credit-
ed shall be designated by the underwriters or agents of such
Securities or by the Company, if such Securities are offered and
sold directly by the Company. Ownership of beneficial interests
in such Global Securities will be shown on, and the transfer of
that ownership will be effected only through, records maintained
by the U.S. Depositary (with respect to participants' interests)
or its nominee for such Global Security or by participants or
persons that hold through participants. The laws of some juris-
dictions require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such
laws may impair the ability to transfer beneficial interests in a
Global Security.
So long as the U.S. Depositary for a Global Security in
registered form, or its nominee, is the registered owner of such
Global Security, such depositary or such nominee, as the case may
be, will be considered the sole owner or holder of the Securities
represented by such Global Security for all purposes under the
Indenture. Except as set forth below, owners of beneficial
interests in such Global Securities will not be entitled to have
Securities of the series represented by such Global Security
registered in their names, will not receive or be entitled to
receive physical delivery of Securities of such series in defini-
tive form and will not be considered the owners or holders
thereof under the Indenture.
Principal, premium, if any, and interest payments on Global
Securities registered in the name of or held by a U.S. Depositary
or its nominee will be made to the U.S. Depositary or its nomi-
nee, as the case may be, as the registered owner or the holder of
the Global Security representing such Securities. None of the
Company, the Trustee, any Paying Agent or the Security Registrar
for such Securities will have any responsibility or liability for
any aspect of the records relating to or payments made on account
of beneficial ownership interests in a Global Security for such
Securities or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
The Company expects that the U.S. Depositary for Securities
of a series, upon receipt of any payment of principal, premium or
interest in respect of a Global Security, will credit immediately
participants' accounts with payments in amounts proportionate to
their respective beneficial interests in the principal amount of
such Global Security as shown on the records of such Depositary.
The Company also expects that payments by participants to owners
of beneficial interests in such Global Security held through such
participants will be governed by standing instructions and
customary practices, as is now the case with securities held for
the accounts of customers in bearer form or registered in "street
name", and will be the responsibility of such participants.
Unless and until it is exchanged in whole or in part for
Securities in definitive form in accordance with the Indenture
and the terms of the Securities, a Global Security may not be
transferred except as a whole by the U.S. Depositary for such
Global Security to a nominee of such depositary or by a nominee
of such depositary to such depositary or another nominee of such
depositary or by such depositary or any such nominee to a succes-
sor of such depositary or a nominee of such successor. If a U.S.
Depositary for Securities in registered form is at any time
unwilling or unable to continue as depositary or if at any time
such Depositary ceases to be a clearing agency registered under
the Exchange Act, and a successor depositary is not appointed by
the Company within ninety days, the Company will issue Securities
in definitive registered form in exchange for the Global Security
or Securities representing such Securities. In addition, the
Company may at any time and in its sole discretion determine not
to have any Securities in registered form represented by one or
more Global Securities and, in such event, will issue Securities
in definitive registered form in exchange for all Global Securi-
ties representing such Securities. Further, if an event of
default, or an event which, with the giving of notice or lapse of
time, or both, would constitute an event of default, under the
Indenture occurs and is continuing with respect to the Securities
of a series, the U.S. Depositary may exchange a Global Security
representing Securities of such series for Securities of such
series in definitive registered form. In any such instance, an
owner of a beneficial interest in a Global Security will be
entitled to physical delivery in definitive form of Securities of
the series represented by such Global Security equal in principal
amount to such beneficial interest and to have such Securities
registered in its name.
Bearer Securities. Unless otherwise specified in an appli-
cable Prospectus Supplement, all Bearer Securities of a series
will initially be issued in the form of a single temporary Global
Security, to be deposited with a Common Depositary in London for
First Trust of New York, N.A., as successor to Morgan Guaranty
Trust Company of New York, Brussels Office, as operator of the
Euroclear System ("Euroclear Operator") or Cedel Bank, Societe
Anonyme ("CEDEL") for credit to the designated accounts. Follow-
ing the availability of a permanent Global Security or definitive
forms of Bearer Securities and subject to any further limitations
described in the applicable Prospectus Supplement, interests in a
temporary Global Security will be exchanged for definitive Bearer
Securities or for interests in a permanent Global Security, with
or without interest coupons, having the same interest rate and
Stated Maturity, but in each such case upon the receipt of
written certification to the effect that such Security is owned
by (i) a person that is not a U.S. person (as defined below) or
(ii) a U.S. person that is (A) a foreign branch of a United
States financial institution within the meaning of Section 1.165-
12(c)(1)(v) of the United States Treasury Regulations acquiring
for its own account or for resale, or (B) a U.S. person who
acquired the Securities through a foreign branch of such a United
States financial institution and who holds the Securities through
such financial institution on the date of such certification, and
in either case the financial institution has agreed to comply
with the requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986, as amended (the "Code"), and the
regulations thereunder or (iii) is such a United States or
foreign financial institution purchasing for offer to resell or
for resale during the 40-day period following the date of issu-
ance of a Security (the "restricted period") and such financial
institution certifies that it has not acquired the Securities for
purposes of resale directly or indirectly to a U.S. person or to
a person within the United States. A financial institution,
whether or not described in (i) or (ii) above, that purchases a
Security for purposes of resale during the restricted period, may
only give the certification described in (iii) above. In the
case of a Security in permanent global form such certification
must be given before the notation of a beneficial owner's inter-
est therein in connection with the original issuance of such
Security. Except as provided in the next succeeding paragraph,
beneficial interests in a temporary Global Security must be
exchanged for definitive Bearer Securities or for interests in a
permanent Global Security before interest payments can be re-
ceived. The beneficial owner of an interest in a temporary
Global Security or a permanent Global Security, on or after the
applicable exchange date and upon the notice specified in the
Prospectus Supplement to the Trustee given through the Euroclear
Operator or CEDEL, may exchange its interest for definitive
Bearer Securities or definitive Registered Securities (if such
series includes Registered Securities) of any authorized denomi-
nation. No Bearer Security (including a Security in global form
that is either a Bearer Security or exchangeable for Bearer
Securities) nor any Security initially represented by a temporary
Global Security shall be mailed or otherwise delivered to any
location in the United States in connection with such exchange.
(Section 304)
If so specified in an applicable Prospectus Supplement,
interest in respect of any portion of a temporary Global Security
payable in respect of an Interest Payment Date occurring prior to
the date on which such temporary Global Security is exchangeable
for definitive Securities or for interests in a permanent Global
Security will be paid only upon certification as of the relevant
Interest Payment Date with respect to the portion of such tempo-
rary Global Security on which such interest is to be so credited
to the same effect as the certification set forth in the immedi-
ately preceding paragraph. A certification pursuant to the
preceding sentence shall be deemed a request to exchange a
beneficial interest in a temporary Global Security for a defini-
tive Bearer Security or for an interest in a permanent Global
Security, with or without interest coupons, having the same
interest rate and Stated Maturity, as of the exchange date, and
such exchange shall be made without further certification by the
person entitled to such definitive Bearer Security or beneficial
interest in such permanent Global Security. (Section 304)
As used herein, "U.S. person" means a citizen or resident of
the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or
any political subdivision thereof and any estate or trust the
income of which is subject to United States federal income
taxation regardless of its source, and "United States" means the
United States of America (including the States and the District
of Columbia) and its possessions.
PAYMENT AND PAYING AGENTS
Payment of principal of and premium, if any, and interest on
Bearer Securities (including any Securities in global form that
are either Bearer Securities or exchangeable for Bearer Securi-
ties) will be payable in the currency designated in the Prospec-
tus Supplement, subject to any applicable laws and regulations,
at such paying agencies outside the United States as the Company
may appoint from time to time. Any such payment may be made, at
the option of a Holder, by a check in the designated currency or
by transfer to an account in the designated currency maintained
by the payee with a bank located outside the United States. No
payment with respect to any Bearer Security (including any
Security in global form that is either a Bearer Security or
exchangeable for a Bearer Security) will be made at the Corporate
Trust Office of the Trustee or any other paying agency maintained
by the Company in the United States nor will any such payment be
made by transfer to an account, or by mail to an address, in the
United States. Notwithstanding the foregoing, if the Securities
are denominated and payable in U.S. dollars, payments of princi-
pal of and premium, if any, and interest on Bearer Securities
(including any Securities in global form that are either Bearer
Securities or exchangeable for Bearer Securities) will be made in
U.S. dollars at the Corporate Trust Office of the Trustee if
payment of the full amount thereof at all paying agencies outside
the United States is illegal or effectively precluded by exchange
controls or other similar restrictions. (Section 1002)
Payment of principal of and premium, if any, on Registered
Securities will be made in the designated currency against
surrender of such Registered Securities at the Corporate Trust
Office of the Trustee. Unless otherwise indicated in the Pro-
spectus Supplement, payment of any installment of interest on
Registered Securities will be made to the person in whose name
such Security is registered at the close of business on the
Regular Record Date for such interest. Unless otherwise indicat-
ed in the Prospectus Supplement, payments of such interest will
be made at the Corporate Trust Office of the Trustee, or by a
check in the designated currency mailed to each Holder at such
holder's registered address. (Sections 307 and 1001)
The paying agents outside the United States initially
appointed by the Company for a series of Securities will be named
in an applicable Prospectus Supplement. The Company may termi-
nate the appointment of any of the paying agents from time to
time, except that the Company will maintain at least one paying
agent in The City of New York for payments with respect to
Registered Securities (other than Global Securities) and at least
one paying agent in a city in Europe so long as any Bearer
Securities are outstanding where Bearer Securities may be pre-
sented for payment and may be surrendered for exchange, provided
that so long as any series of Securities is listed on the London
Stock Exchange or the Luxembourg Stock Exchange or any other
stock exchange located outside the United States and such stock
exchange shall so require, the Company will maintain a paying
agent in London or Luxembourg or any other required city located
outside the United States, as the case may be, for such series of
Securities. (Section 1002)
All moneys paid by the Company to a paying agent for the
payment of principal of or premium, if any, or interest on any
Security that remains unclaimed at the end of two years after
such principal, premium or interest shall have become due and
payable will be repaid to the Company upon its request and the
Holder of such Security or any coupon appertaining thereto will
thereafter look only to the Company for payment thereof. (Section
1003)
LIMITATION ON LIENS
So long as any of the Securities remain outstanding, the
Company will not, nor will it permit any Subsidiary (as defined)
to, issue, assume or guarantee any debt for money borrowed
(herein called "Debt") if such Debt is secured by a mortgage,
pledge, security interest, lien or other encumbrance (a "mort-
gage") upon any Principal Property or on any indebtedness of or
equity securities of any Subsidiary or any Affiliate (as de-
fined), now owned or hereafter acquired, without in any such case
effectively providing that the Securities then Outstanding shall
be secured equally and ratably with (or prior to) such Debt,
except that the foregoing restrictions shall not apply to (i)
mortgages on any property acquired, constructed or improved by
the Company or any Subsidiary after the date of the Indenture
which are created within 120 days after such acquisition, con-
struction or improvement to secure or provide for the payment of
any part of the purchase price or cost thereof, provided that
such mortgages shall not apply to any property theretofore owned
by the Company or any Subsidiary other than, in the case of any
construction or improvement, theretofore unimproved real proper-
ty; (ii) mortgages on any property acquired from a corporation
which is merged with or into the Company or a Subsidiary or
mortgages outstanding on property at the time it is acquired by
the Company or a Subsidiary or mortgages outstanding on the
property of any corporation at the time it becomes a Subsidiary;
(iii) mortgages to secure Debt of a Subsidiary to the Company or
another Subsidiary; (iv) mortgages or other restrictions relating
to equity securities of an Affiliate resulting from certain
agreements or arrangements between the Company or any Subsidiary
and such Affiliate or other security holders thereof; (v) mort-
gages incurred in connection with certain tax exempt financings;
and (vi) any extension, renewal or replacement of any mortgage
referred to in the foregoing clauses (i) to (v). (Section 1006)
This covenant is also subject to the exceptions described below
under "Exempted Indebtedness".
The term "Principal Property" is defined to mean (i) any
paperboard, paper or pulp mill or any paper converting plant or
any foundry or any other manufacturing plant or facility located
within the United States or Canada of the Company or any Subsid-
iary except any such plant or facility which the Board of Direc-
tors by resolution declares is not of material importance to the
total business conducted by the Company and its Subsidiaries as
an entirety and (ii) any timber or timberlands of the Company or
any Subsidiary. The term "Subsidiary" is defined to mean any
corporation at least a majority of the outstanding securities of
which having ordinary voting power to elect a majority of the
board of directors of such corporation is at the time owned or
controlled directly or indirectly by the Company, or by one or
more Subsidiaries, or by the Company and one or more Subsidiar-
ies. (Section 101)
LIMITATION ON SALE AND LEASE-BACK
So long as any of the Securities remain outstanding, the
Company will not, and it will not permit any Subsidiary to, enter
into any sale and lease-back transaction (as defined) involving
any Principal Property unless (i) the Company or such Subsidiary
would be entitled to incur debt secured by a mortgage on the
property to be leased without equally and ratably securing the
Securities, as required by the provisions of "Limitation on
Liens" above, or (ii) the Company, within 120 days, applies to
the retirement of Securities or other indebtedness of the Company
with a maturity in excess of one year from the date of such sale
and lease-back and which ranks on a parity with the Securities an
amount equal to the fair value of the property so leased. (Sec-
tion 1007) This covenant is also subject to the exceptions
described below under "Exempted Indebtedness".
"Sale and leaseback transaction" is defined to mean any
arrangement with any person providing for the leasing to the
Company or a Subsidiary of any Principal Property for a period of
more than three years, which Principal Property was owned by the
Company or such Subsidiary for more than 120 days and is or has
been sold or transferred to such person.
EXEMPTED INDEBTEDNESS
Notwithstanding the provisions described under "Limitation
on Liens" and "Limitation on Sale and Lease-Back", the Company
and its Subsidiaries will be allowed to issue, assume or guaran-
tee Debt which would otherwise be subject to the above-mentioned
"Limitation on Liens" without equally and ratably securing the
Securities, or to enter into sale and lease-back transactions
which would otherwise be subject to the above-described "Limita-
tion on Sale and Lease-Back" without retiring the Securities or
other debt, or to enter into a combination of such transactions,
if at the time thereof and after giving effect thereto, the sum
of the principal amount of all such debt and the Attributable
Debt (as defined) arising from such sale and lease-back transac-
tions does not exceed 5% of Consolidated Shareholders' Equity.
(Sections 101, 1006 and 1007)
The term "Attributable Debt" is defined to mean the total
net amount of rent under each lease in respect of sale and lease-
back transactions referred to above entered into after the date
of the Indenture which is required to be paid during the remain-
ing term of such lease or until the earliest date on which the
lessee may terminate such lease upon payment of a penalty (in
which case the total rent shall include such penalty), discounted
at the weighted average of the interest rates borne by the
Securities Outstanding from time to time under the Indenture.
The term "Consolidated Shareholders' Equity" is defined to mean
the sum of the consolidated shareholders' equity of the Company
and its consolidated subsidiaries, as shown on the most recent
audited consolidated balance sheet of the Company, plus 75% of
the excess of the "appraised value" of all timberlands owned by
the Company and its Subsidiaries over the book value thereof.
(Section 101)
DEFEASANCE AND COVENANT DEFEASANCE
The Indenture provides, if such provision is made applicable
to the Securities of any series, that the Company may elect
either (i) to defease and be discharged from any and all obliga-
tions with respect to such Securities (except for the obligations
to register the transfer or exchange of such Securities, to
replace temporary or mutilated, destroyed, lost or stolen Securi-
ties, to maintain an office or agency in respect of the Securi-
ties, to hold moneys for payment in trust or to pay any addition-
al amounts pursuant to the terms of such Securities) ("defea-
sance") or (ii) to be released from its obligations with respect
to such Securities under certain covenants, including those
described under "Limitation on Liens" and "Sale and Lease-Back"
above ("covenant defeasance"), upon the deposit with the Trustee
(or other qualifying trustee), in trust for such purpose, of
money, and/or U.S. Government Obligations (as defined) which
through the payment of principal and interest in accordance with
their terms will provide money, in an amount sufficient to pay
and discharge the principal of (and premium, if any) and interest
on such Securities, and any mandatory sinking fund or analogous
payments thereon, on the scheduled due dates therefor. In the
case of defeasance or covenant defeasance, the holders of such
Securities are entitled to receive payments in respect of such
Securities solely from such trust. Such a trust may only be
established if, among other things, the Company has delivered to
the Trustee an Opinion of Counsel (as specified in the Indenture)
to the effect that the holders of such Securities will not
recognize income, gain or loss for federal income tax purposes as
a result of such defeasance or covenant defeasance and will be
subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such
defeasance or covenant defeasance had not occurred. Such Opinion
of Counsel, in the case of defeasance under clause (i) above,
must refer to and be based upon a ruling of the Internal Revenue
Service or a change in applicable federal income tax law occur-
ring after the date of the Indenture. (Article Thirteen)
In the event the Company exercised its covenant defeasance
option under Clause (ii) above with respect to any Securities and
such Securities were declared due and payable because of the
occurrence of any Event of Default, the amount of money and U.S.
Government Obligations so deposited in trust would be sufficient
to pay amounts due on such Securities at the time of their
respective Stated Maturities but may not be sufficient to pay
amounts due on such Securities upon any acceleration resulting
from such Event of Default. In such case, the Company would
remain liable for such payments.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company, without the consent of the holders of any
outstanding Securities, may consolidate with or merge into, or
convey, transfer or lease its properties and assets substantially
as an entirety to, any Person, and may permit any Person to merge
into, or convey, transfer or lease its properties and assets
substantially as an entirety to, the Company, provided (i) that
any successor Person must be a corporation organized and validly
existing under the laws of any domestic jurisdiction and must
assume the Company's obligations on the Securities and under the
Indenture, (ii) that after giving effect to the transaction, no
Event of Default, and no event which, after notice or lapse of
time or both, would become an Event of Default, shall have
occurred and be continuing, (iii) if, as a result of the transac-
tion, any Principal Property of the Company would become subject
to a mortgage that would not be permitted under "Limitation on
Liens", the Company secures the Securities equally and ratably
with (or prior to) the indebtedness secured by such mortgage and
(iv) that certain other conditions are met. (Section 801)
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of not less than
66-2/3% in principal amount of the Securities of each series affect-
ed by such supplemental indenture at the time outstanding there-
under, to enter into an indenture or indentures supplemental
thereto for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Inden-
ture or of modifying in any manner the rights of the holders of
Securities of such series under the Indenture; provided, however,
that no such supplemental indenture shall, without the consent of
the Holder of each Outstanding Security affected thereby, among
other things, (i) change the Stated Maturity of the principal of,
or any installment of principal of or interest on, any Security;
(ii) reduce the principal amount thereof or the rate of interest
thereon or any premium payable upon the redemption thereof; (iii)
reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof; (iv) change any Place of
Payment where, or the coin or currency in which, any Security or
any premium or the interest thereon is payable; (v) impair the
right to institute suit for the enforcement of any such payment
on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date); (vi) change any
obligation of the Company to pay any additional amounts pursuant
to the terms of such Securities; (vii) reduce the percentage in
principal amount of the Outstanding Securities of any series, the
consent of whose holders is required for any such supplemental
indenture, or the consent of whose holders is required for any
waiver (of compliance with certain provisions of the Indenture or
certain defaults thereunder and their consequences) provided for
in the Indenture; (viii) reduce the voting or quorum requirements
for meetings of holders of Securities of any series; or (ix)
modify certain other provisions of the Indenture. (Section 902)
The Indenture contains provisions for convening meetings of
the holders of Securities of a series if Securities of that
series are issuable in whole or in part as Bearer Securities.
(Section 1401) A meeting may be called at any time by the
Trustee thereunder, or upon the request of the Company or the
holders of at least 10% in principal amount of the Outstanding
Securities of such series, in any such case upon notice given in
accordance with such Indenture. (Section 1402) Except as limited
by the proviso in the preceding paragraph, any resolution pre-
sented at a meeting or adjourned meeting at which a quorum is
present may be adopted by the affirmative vote of the holders of
a majority in principal amount of the Outstanding Securities of
that series; provided, however, that, except as limited by the
proviso in the preceding paragraph, any resolution with respect
to any consent or waiver that may be given by the holders of not
less than 66-2/3% in principal amount of the Outstanding Securities
of a series may be adopted at a meeting or an adjourned meeting
at which a quorum is present only by the affirmative vote of 66-2/3%
in principal amount of the Outstanding Securities of that series;
and provided further that, except as limited by the proviso in
the preceding paragraph, any resolution with respect to any
demand, consent, waiver or other action that may be made, given
or taken by the holders of a specified percentage, which is less
than a majority, in principal amount of Outstanding Securities of
a series may be adopted at a meeting or adjourned meeting at
which a quorum is present by the affirmative vote of the holders
of such specified percentage in principal amount of the Outstand-
ing Securities of that series. (Section 1404)
Any resolution passed or decision taken at any meeting of
holders of Securities of any series duly held in accordance with
the Indenture will be binding on all holders of Securities of
that series and the related coupons. The quorum at any meeting
called to adopt a resolution, and at any reconvening meeting,
will be persons holding or representing a majority in principal
amount of the Outstanding Securities of a series; provided,
however, that if any action is to be taken at such meeting with
respect to a consent or waiver which may be given by the holders
of not less than 66-2/3% in principal amount of the Outstanding
Securities of a series, the persons holding or representing 66-2/3%
in principal amount of the Outstanding Securities of such series
will constitute a quorum. (Section 1404)
The holders of at least 66-2/3% in principal amount of Securi-
ties of any series may waive compliance by the Company with any
term, provision or condition regarding corporate existence
(Section 1004), maintenance of properties (Section 1005), limita-
tion on liens (Section 1006) and limitation on sale and lease-
back (Section 1007) before the time for such compliance. (Section
1009)
EVENTS OF DEFAULT
An event of default with respect to Securities of any series
is defined in the Indenture as being: (i) default for 30 days in
payment of any interest on such series of Securities; (ii)
default in payment of principal of or premium, if any, on such
series of Securities; (iii) default in the deposit of any sinking
fund payment on such series of Securities; (iv) default by the
Company in the payment of any indebtedness for borrowed money
which has not been cured or waived, the outstanding principal
amount of which at the time of such default is equal to or in
excess of $25,000,000; (v) default for 60 days after notice in
performance of any other covenant in the Indenture; and (vi)
certain events in bankruptcy, insolvency or reorganization of the
Company. (Section 501) The Indenture provides that the Trustee
may withhold notice to the holders of Securities of a series
issued thereunder of any default with respect to such series
(except in payment of principal of, or interest or premium, if
any, on, such series) if the Trustee considers it in the interest
of such holders to do so. (Section 602) The Indenture provides
that, if an event of default specified therein shall have hap-
pened and be continuing, with respect to Securities of any
series, either the Trustee or the holders of 25% in principal
amount of the Securities of such series, then outstanding there-
under, may declare the principal of all the Securities of such
series to be due and payable, but in certain cases the holders of
a majority in principal amount of the Securities of such series
then outstanding may rescind and annul such declaration and its
consequences. (Section 502)
The Company will be required to furnish to the Trustee
annually an Officers' Certificate as to any default in the
performance by the Company of certain of its obligations under
the Indenture. (Section 1008)
Reference is made to the Prospectus Supplement or Supple-
ments relating to each series of Securities offered which are
Original Issue Discount Securities for the particular provisions
relating to acceleration of the Maturity of a portion of the
principal amount of such Original Issue Discount Securities upon
the occurrence of an Event of Default and the continuation
thereof.
Subject to the provisions of the Indenture relating to the
duties of the Trustee, the Trustee shall be under no obligation
to exercise any of its rights or powers under the Indenture at
the request, order or direction of any of the holders of the
Securities unless such holders shall have offered to the Trustee
reasonable indemnity. (Section 603) Subject to such provision
for indemnification, the holders of a majority in principal
amount of the Securities of any series, at the time outstanding
shall have the right to waive certain past defaults (except a
default in the payment of principal, premium, if any, or inter-
est, if any, or a provision which cannot be modified or amended
without the consent of the holder of each Outstanding Security of
a series affected) and to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on the Trustee;
provided that the Trustee shall have the right to decline to
follow any such direction if the action so directed may not
lawfully be taken or conflicts with the Indenture. (Sections 512
and 513) The Trustee shall be fully protected in respect of any
action taken, suffered or omitted with respect to the Indenture
made in good faith and in reliance upon the written advice or
opinion of counsel.
No holder of a Security of any series will have any right to
institute any proceeding with respect to the Indenture, or for
the appointment of a receiver or a trustee, or for any other
remedy thereunder, unless (1) such holder has previously given to
the Trustee written notice of a continuing Event of Default with
respect to the Securities of that series, (ii) the holders of at
least 25% in aggregate principal amount of the Outstanding
Securities of that series have made written request, and such
holder or holders have offered reasonable indemnity, to the
Trustee to institute such proceeding as trustee and (iii) the
Trustee has failed to institute such proceeding, and has not
received from the holders of a majority in aggregate principal
amount of the outstanding securities of that series a direction
inconsistent with such request, within 60 days after such notice,
request and offer. (Section 507) However, such limitations do
not apply to a suit instituted by a holder of a Security for the
enforcement of payment of the principal of or any premium or
interest on such Security on or after the applicable due date
specified in such Security. (Section 508)
CONCERNING THE TRUSTEES
The Prospectus Supplement will set forth the Trustee desig-
nated for the series of the Securities offered thereby and such
Trustee's relationships with the Company. Each of Bankers Trust
Company and The First National Bank of Chicago provides, and any
other trustee designated by the Company may provide, various
banking services to the Company in the ordinary course of busi-
ness. Certain of the banks are, and any other trustee designated
by the Company may be, one of the lenders or a co-agent for
various other banks under the Company's revolving credit arrange-
ments.
PLAN OF DISTRIBUTION
The Company may sell Securities to or through underwriters,
and also may sell Securities directly to other purchasers or
through agents. The distribution of the Securities may be
effected from time to time in one or more transactions at a fixed
price or prices, which may be changed, or at market prices
prevailing at the time of sale, at prices related to such pre-
vailing market prices or at negotiated prices.
In connection with the sale of Securities, underwriters,
dealers or agents may receive compensation from the Company in
the form of discounts, concessions or commissions. Underwriters,
dealers and agents that participate in the distribution of
Securities may be deemed to be underwriters, and any discounts or
commissions received by them from the Company and any profit on
the resale of Securities by them may be deemed to be underwriting
discounts and commissions, under the 1933 Act. Any such under-
writer or agent will be identified, and any such compensation
received from the Company will be described, in the applicable
Prospectus Supplement.
All Securities will be a new issue of securities with no
established trading market. Any underwriters to whom Securities
are sold by the Company for public offering and sale may make a
market in such Securities, but such underwriters will not be
obligated to do so and may discontinue any market making at any
time without notice. No assurance can be given as to the liquid-
ity of the trading market for any Securities.
Bearer Securities are subject to U.S. tax law requirements
and may not be offered, sold or delivered within the United
States or its possessions or to a U.S. person, except in certain
transactions permitted by U.S. tax regulations. Terms used in
this paragraph have the meanings given to them by the Internal
Revenue Code of 1986, as amended, and the regulations thereunder.
Under agreements which may be entered into by the Company,
underwriters, dealers and agents who participate in the distribu-
tion of Securities may be entitled to indemnification by the
Company against certain liabilities, including liabilities under
the 1933 Act.
VALIDITY OF SECURITIES
The validity of the Securities offered will be passed upon
for the Company by its Assistant Secretary and Associate General
Counsel and Skadden, Arps, Slate, Meagher & Flom LLP or by such
other counsel specified in the applicable Prospectus Supplement.
The Assistant Secretary and Associate General Counsel has options
to acquire less than 1% of the outstanding common stock of the
Company.
EXPERTS
The financial statements and the related financial statement
schedules incorporated in this Prospectus by reference from the
Company's Annual Report on Form 10-K for the year ended December
31, 1995 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein
by reference and have been so incorporated in reliance upon the
report of such firm given upon their authority as experts in
accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribu-
tion of the securities being registered, other than underwriting
compensation, are:
Filing Fee For Registration Statement. . $166,667
Legal Fees and Expenses . . . . . . 75,000*
Accounting Fees and Expenses . . . . 60,000*
Trustee's Fees and Expenses (including
counsel fees) . . . . . . . . . . 10,000*
Blue Sky Fees and Expenses . . . . . 5,000*
Rating Agency Fees . . . . . . . . . 160,000*
Printing Fees . . . . . . . . . . . 15,000*
Miscellaneous . . . . . . . . . . . 23,333*
Total . . . . . . . . . . . . . $515,000*
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 2 of Article V of the Regulations of the Registrant
provides for the indemnification by the Registrant of its offi-
cers, directors, employees and others against certain liabilities
and expenses. Such provision provides different treatment for
(i) cases other than those involving actions or suits by or in
the right of the Registrant and (ii) cases involving actions or
suits by or in the right of the Registrant. In the first catego-
ry, the Registrant indemnifies each director, officer, employee
and agent of the Registrant and each person who serves another
organization at the request of the Registrant, against expenses,
including attorneys' fees, judgments, decrees, fines, penalties
and amounts paid in settlement actually and reasonably incurred
by such person in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such
person is or was in such position or so serving, if such person
acted in good faith and in a manner reasonably believed to be in
or not opposed to the best interests of the Registrant, and with
respect to any matter the subject of a criminal action, suit, or
proceeding, if such person had no reasonable cause to believe
that such person's conduct was unlawful. In the second category,
the Registrant indemnifies each director, officer, employee and
agent of the Registrant and each person who serves another
organization at the request of the Registrant, against expenses,
including attorneys' fees, actually and reasonably incurred by
such person in connection with the defense or settlement of any
threatened, pending or completed action or suit by or in the
right of the Registrant to procure a judgment in its favor, by
reason of the fact that such person is or was in such position or
so serving, if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the
best interests of the Registrant, except that no indemnification
shall be made in respect of any matter as to which such person
has been adjudged to be liable for negligence or misconduct in
the performance of such person's duty to the Registrant unless
and only to the extent that a court determines that, despite the
adjudication of liability, but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to
indemnity for such expenses. Any such indemnification, unless
ordered by a court, may be made by the Registrant only as autho-
rized in the specific case upon a determination that indemnifica-
tion of such person is proper in the circumstances because such
person has met the applicable standard of conduct. Such determi-
nation must be made (a) by a majority vote of a quorum consisting
of directors of the Registrant who were not and are not parties
to or threatened with any such action, suit, or proceeding, or
(b), if such a quorum is not obtainable or if a majority vote of
a quorum of disinterested directors so directs, in a written
opinion by independent legal counsel, or (c) by the shareholders,
or (d) by the Court of Common Pleas or the court in which such
action, suit or proceeding was brought. Any determination made
by the disinterested directors or by independent legal counsel
must be promptly communicated to the person who threatened or
brought an action or suit by or in the right of the Registrant
and such person may, within ten days, petition an appropriate
court to review the reasonableness of such determination.
To the extent that a person covered by the indemnification
provisions of the Regulations has been successful on the merits
or otherwise in defense of any action referred to above, indemni-
fication of such person against expenses is mandatory.
The Regulations also provide that expenses, including
attorneys' fees, amounts paid in settlement, and (except in the
case of an action by or in the right of the Registrant) judg-
ments, decrees, fines and penalties incurred in connection with
any potential, threatened, pending or completed action or suit by
any person by reason of the fact that he is or was a director,
officer, employee or agent of the Registrant or is or was serving
another organization at the request of the Registrant may be paid
or reimbursed by the Registrant, as authorized by the Board of
Directors upon a determination that such payment or reimbursement
is in the best interests of the Registrant.
The Regulations also provide that, with certain limited
exceptions, a director will be liable in damages for any action
he takes or fails to take as a director only if it is proved by
clear and convincing evidence that such action or failure to act
involved an act or omission undertaken with deliberate intent to
cause injury to the Registrant or undertaken with reckless
disregard for the best interests of the Registrant. The Regula-
tions also provide that, with certain limited exceptions, expens-
es incurred by a director in defending an action must be paid by
the Registrant as they are incurred in advance of the final
disposition, if the director agrees (i) to repay such advances if
it is proved by clear and convincing evidence that his action or
failure to act involved an act or omission undertaken with
deliberate intent to cause injury to the Registrant or undertaken
with reckless disregard for the Registrant's best interests and
(ii) to reasonably cooperate with the Registrant concerning the
action.
The Registrant has entered into indemnification agreements
with its directors. The agreements provide that the Registrant
will promptly indemnify each director to the fullest extent
permitted by applicable law and that the Registrant will advance
expenses under the circumstances permitted by Ohio law. The
agreements also provide that the Registrant is to take certain
actions upon the occurrence of certain events which represent a
change in control of the Registrant, including establishment of a
$10 million escrow account as security for certain of the
Registrant's indemnification obligations. While not requiring
the maintenance of directors' and officers' liability insurance,
the indemnification agreements do require that the directors be
provided with the maximum coverage if such insurance is main-
tained and that, in the event of any reduction in, or cancella-
tion of, present directors' and officers' liability insurance
coverage, the Registrant will stand as self-insurer with respect
to the coverage not retained and will indemnify the directors
against any loss resulting from any reduction in, or cancellation
of, such insurance coverage. The agreements also provide that
the Registrant may not bring any action against a director more
than two years (or such shorter period as may be applicable under
the law) after the date a cause of action accrues.
The Registrant purchased, effective for the period from
August 1, 1996 through August 1, 1997, insurance policies under
which the insurers reimburse the Registrant, subject to the terms
and conditions of the insurance policies, for the Registrant's
obligation of indemnifying officers and directors. The insurers
have agreed to reimburse the Registrant for loss amounts arising
from any claim or claims which are first made against directors
or officers of the Registrant and reported to the insurers during
the policy period for any alleged wrongful act in their respec-
tive capacities as directors or officers of the Registrant, but
only when and to the extent that the Registrant has indemnified
such directors or officers for such loss pursuant to law, common
or statutory, or contract, or the articles of incorporation or
regulations of the Registrant which determine such rights of
indemnity. This reimbursement is in excess of a $500,000 reten-
tion for loss arising from claims alleging the same wrongful act
or related wrongful acts and is subject to a maximum amount of
$100,000,000, including excess policies.
In conjunction with the above described insurance, the
Registrant maintains insurance to protect the individual director
or officer against specified expenses and liabilities with
respect to which the Registrant does not provide indemnification.
The individual coverage is subject to the same maximum liability
provisions as described above with no deductible.
ITEM 16. EXHIBITS.
1.1 (a) -- Underwriting Agreement Standard Provisions dated as of
November --, 1996. To be filed by amendment or an exhibit
to a Current Report of The Mead Corporation on Form 8-K
and incorporated herein by reference.
1.1 (b) -- Form of Pricing Agreement. To be filed by amendment or an
exhibit to a Current Report of The Mead Corporation on Form 8-
K and incorporated herein by reference.
1.2 -- Agency Agreement. To be filed by amendment or an exhibit
to a Current Report of The Mead Corporation on Form 8-K
and incorporated herein by reference.
4 (a) -- Indenture dated as of July 15, 1982 between The Mead Corpora-
tion and Bankers Trust Company, including the form of Security
(incorporated by reference to Exhibit 4(a) to Amendment No. 2
to Registration Statement No. 2-77811 and qualified under the
Trust Indenture Act of 1939 in connection with such Registra-
tion Statement).
(b) -- First Supplemental Indenture dated as of March 1, 1987 to the
Indenture dated as of July 15, 1982 between The Mead Corpora-
tion and Bankers Trust Company (incorporated by reference to
Exhibit 4(b) to Registration Statement No. 33-12634).
(c) -- Second Supplemental Indenture dated as of October 15, 1989 to
the Indenture dated as of July 15, 1982 between The Mead
Corporation and Bankers Trust Company.
(d) -- Third Supplemental Indenture dated as of November 15, 1991
between The Mead Corporation and Bankers Trust Company.
(e) -- Indenture dated as of February 1, 1993 between The Mead Corpo-
ration and The First National Bank of Chicago, including form
of Security (incorporated by reference to Exhibit (4)(iii) to
Form 10-K for the year ended December 31, 1992 and qualified
under the Trust Indenture Act of 1939 in connection with
Registration Statement No. 33-43994).
(f) -- Form of Indenture between The Mead Corporation and other
trustees, including form of Security (incorporated by refer-
ence to Exhibit 4(e) to Registration Statement No. 33-43994
and qualified under the Trust Indenture Act of 1939 in connec-
tion with such Registration Statement).
5 (a) -- Opinion and consent of David L. Santez, Assitant Secretary and
Associate General Counsel.
(b) -- Opinion and consent of Skadden, Arps, Slate, Meagher & Flom
LLP.
12 -- Calculation of Ratio of Earnings to Fixed Charges.
23 (a) -- Consent of Deloitte & Touche LLP.
(b) -- Consent of David L. Santez (contained in opinion filed as
Exhibit 5(a) hereto).
(c) -- Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(contained in opinion filed as Exhibit 5(b) hereto).
24 -- Power of Attorney (contained on page II-5 hereto).
25 (a) -- Form T-1 of Bankers Trust Company.
(b) -- Form T-1 of The First National Bank of Chicago.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to
this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the regis-
tration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggre-
gate, represent a fundamental change in the information
set forth in the registration statement. Notwithstand-
ing the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high and
of the estimated maximum offering range may be reflect-
ed in the form of the prospectus filed with the Commis-
sion pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration state-
ment;
Provided, however, that paragraphs (i) and (ii) do not apply
if the information required to be included in a post-effec-
tive amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effec-
tive amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being regis-
tered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability
under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incor-
porated by reference in the registration statement
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the forego-
ing provisions or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the
trustee to act under subsection (a) of Section 310 of the Trust
Indenture Act in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Dayton, State of Ohio, on the 14th day of November,
1996.
THE MEAD CORPORATION
BY /s/ Steven C. Mason
_________________________________
(STEVEN C. MASON)
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Steven C. Mason,
William R. Graber, and Gregory T. Geswein, and each of them, his
or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments)
to this Registration Statement and to sign any and all additional
registration statements relating to the same offering of securi-
ties as the Registration Statement that are filed pursuant to
Rule 462(b) of the Securities Act of 1933, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents
and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the follow-
ing persons in the capacities stated below and on the 14th day of
November, 1996.
SIGNATURE CAPACITY
--------- --------
/s/ Steven C. Mason Director, Chairman and
(STEVEN C. MASON) Chief Executive Offi-
cer (principal execu-
tive officer)
/s/ William R. Graber Vice President and
(WILLIAM R. GRABER) Chief Financial Offi-
cer (principal finan-
cial officer)
/s/ Gregory T. Geswein Controller (principal
(GREGORY T. GESWEIN) accounting officer)
/s/ John C. Bogle Director
(JOHN C. BOGLE)
/s/ John G. Breen Director
(JOHN G. BREEN)
/s/ William E. Hoglund Director
(WILLIAM E. HOGLUND)
/s/ James G. Kaiser Director
(JAMES G. KAISER)
/s/ John A. Krol Director
(JOHN A. KROL)
Director
(SUSAN A. KROPF)
/s/ Charles S. Mechem, Jr. Director
(CHARLES S. MECHEM, JR.)
/s/ Paul F. Miller, Jr. Director
(PAUL F. MILLER, JR.)
/s/ Thomas B. Stanley, Jr. Director
(THOMAS B. STANLEY, JR.)
/s/ Lee J. Styslinger, Jr. Director
(LEE J. STYSLINGER, JR.)
/s/ Jerome F. Tatar Director
(JEROME F. TATAR)
EXHIBIT INDEX
EXHIBIT PAGE
------- ----
1.1 (a) -- Underwriting Agreement Standard Provisions dated as of
November , 1996. To be filed by amendment or an exhibit
to a Current Report of The Mead Corporation on Form 8-K
and incorporated herein by reference.
1.1 (b) -- Form of Pricing Agreement. To be filed by amendment or an
exhibit to a Current Report of The Mead Corporation on
Form 8-K and incorporated herein by reference.
1.2 -- Agency Agreement. To be filed by amendment or an exhibit
to a Current Report of The Mead Corporation on Form 8-K
and incorporated herein by reference.
4 (a) -- Indenture dated as of July 15, 1982 between The Mead Corpora-
tion and Bankers Trust Company, including the form of Security
(incorporated by reference to Exhibit 4(a) to Amendment No. 2
to Registration Statement No. 2-77811 and qualified under the
Trust Indenture Act of 1939 in connection with such Registra-
tion Statement).
(b) -- First Supplemental Indenture dated as of March 1, 1987 to the
Indenture dated as of July 15, 1982 between The Mead Corpora-
tion and Bankers Trust Company (incorporated by reference to
Exhibit 4(b) to Registration Statement No. 33-12634).
(c) -- Second Supplemental Indenture dated as of October 15, 1989 to
the Indenture dated as of July 15, 1982 between The Mead
Corporation and Bankers Trust Company.
(d) -- Third Supplemental Indenture dated as of November 15, 1991
between The Mead Corporation and Bankers Trust Company.
(e) -- Indenture dated as of February 1, 1993 between The Mead Corpo-
ration and The First National Bank of Chicago, including form
of Security (incorporated by reference to Exhibit (4)(iii) to
Form 10-K for the year ended December 31, 1992 and qualified
under the Trust Indenture Act of 1939 in connection with
Registration Statement No. 33-43994).
(f) -- Form of Indenture between The Mead Corporation and other
trustees, including form of Security (incorporated by refer-
ence to Exhibit 4(e) to Registration Statement No. 33-43994
and qualified under the Trust Indenture Act of 1939 in connec-
tion with such Registration Statement).
5 (a) -- Opinion and consent of David L. Santez, Assitant Secretary and
Associate General Counsel.
(b) -- Opinion and consent of Skadden, Arps, Slate, Meagher & Flom
LLP.
12 -- Calculation of Ratio of Earnings to Fixed Charges.
23 (a) -- Consent of Deloitte & Touche LLP.
(b) -- Consent of David L. Santez (contained in opinion filed as
Exhibit 5(a) hereto).
(c) -- Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(contained in opinion filed as Exhibit 5(b) hereto).
24 -- Power of Attorney (contained on page II-5 hereto).
25 (a) -- Form T-1 of Bankers Trust Company.
(b) -- Form T-1 of The First National Bank of Chicago.
EXHIBIT (4)(c)
---------------------------------------------------------------------
THE MEAD CORPORATION
TO
BANKERS TRUST COMPANY, TRUSTEE
------------------------------
Second Supplemental Indenture
Dated as of October 15, 1989
TO INDENTURE
Dated as of July 15, 1982
As Amended by
First Supplemental Indenture
Dated as of March 1, 1987
---------------------------------------------------------------------
SECOND SUPPLEMENTAL INDENTURE, dated as of October 15, 1989,
between THE MEAD CORPORATION, a corporation duly organized and
existing under the laws of the State of Ohio (the "Company"),
having its principal offices at Dayton, Ohio and BANKERS TRUST
COMPANY, a corporation duly organized and existing under the laws
of the State of New York, as Trustee (the "Trustee").
WHEREAS, the Company has heretofore executed and delivered
to the Trustee an Indenture, dated as of July 15, 1982, and a
First Supplemental Indenture (the "First Supplemental
Indenture"), dated as of March 1, 1987 (as so supplemented, the
"Indenture"), providing for the issuance from time to time of its
unsecured debentures, notes and other evidences of indebtedness
(herein and therein called the "Securities"), to be issued in one
or more series as in the Indenture provided;
WHEREAS, Sections 901(5) and 901(9) of the Indenture
provide, among other things, that the Company, when authorized by
a Board Resolution, and the Trustee, at any time and from time to
time, may enter into an indenture supplemental to the Indenture
(1) for the purpose of changing or eliminating any provision of
the Indenture, provided that such change or elimination becomes
effective only when there is no Security Outstanding of any
series created prior to the execution of such supplemental
indenture which is entitled to the benefit of such provision and
(2) for the purpose of making any other provisions with respect
to matters arising under the Indenture, provided that such action
does not adversely affect the interests of the Holders of
Securities of any series in any material respect;
WHEREAS, the Company pursuant to the foregoing authority,
proposed in and by this Second Supplemental Indenture to amend
the Indenture in certain respects with respect to the Securities
of any series created on or after the date hereof; and
WHEREAS, all things necessary to make this Second
Supplemental Indenture a valid agreement of the Company, in
accordance with its terms, have been done.
AGREEMENT
NOW, THEREFORE, the Company and the Trustee hereby agree as
follows:
1. Section 101 of the Indenture is hereby amended by
adding the following definitions:
"Authorized Newspaper" means a newspaper in an official
language of the country of publication or in the English
language, in either case customarily published on each
Business Day, whether or not published on Saturdays, Sundays
or holidays, and of general circulation in the place in
connection with which the term is used or in the financial
community of such place. Where successive publications are
required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different
newspapers in the same city meeting the foregoing
requirements and in each case on any Business Day.
"Bearer Security" means any Security in the form of bearer
securities established pursuant to Section 201 that is
payable to bearer.
"CEDEL S.A." means Centrale de Livraison de Valeurs
Mobilieres S.A.
The term "coupon" means any interest coupon appertaining to
a Bearer Security.
"Depositary" means, with respect to the Securities of any
series issuable or issued in whole or in part in the form of
one or more Global Securities, the Person designated as
Depositary by the Company pursuant to Section 301 until a
successor Depositary shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter
"Depositary" shall mean or include each Person who is then a
Depositary hereunder, and if at any time there is more than
one such Person, "Depositary" as used with respect to the
Securities of any such series shall mean the Depositary with
respect to the Debt Securities of that series.
"Designated Currency" has the meaning specified in Section
313.
"Dollar" or "$" means the coin or currency of the United
States of America as at the time of payment is legal tender
for the payment of public and private debts.
"ECU" means the European Currency Unit as defined and
revised from time to time by the Council of the European
Communities.
"Euro-clear" means Morgan Guaranty Trust Company of New
York, Brussels office, or its successor as operator of the
Euro-clear System.
"European Communities" means the European Economic
Community, the European Coal and Steel Community and the
European Atomic Energy Community.
"Exchange Rate" means the exchange rate set forth in the
Officers' Certificate or supplemental indenture establishing
a series of Securities pursuant to Section 301.
"Foreign Currency" means a currency issued by the government
of any country other than the United States of America.
"Global Security" means a Registered or Bearer Security
evidencing all or part of a series of Securities, issued to
the Depositary for such series or its nominee in accordance
with Section 303, and bearing the legend prescribed in
Section 303.
"Registered Security" means any Security in the form of
registered securities established pursuant to Section 201
that is registered in the Security Register.
"United States" means the United States of America
(including the States thereof and the District of Columbia),
its territories and possessions and other areas subject to
its jurisdiction.
"United States Alien" means any Person who, for United
States Federal income tax purposes, is a foreign
corporation, a non-resident alien individual, a non-resident
alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for
United States Federal income tax purposes, a foreign
corporation, a non-resident alien individual or a non-
resident alien fiduciary of a foreign estate or trust.
"U.S. Government Obligations" has the meaning specified in
Section 1304.
2. The definitions of "Business Day", "Holder", "Place of
Payment" and "Securities" in Section 101 of the Indenture are
hereby amended to read in full as follows:
"Business Day", when used with respect to any Place of
Payment or any other particular location referred to in the
Indenture or in the Securities, means, except as may
otherwise be provided in the form of Securities of any
particular series pursuant to the provisions of this
Indenture, each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in
that Place of Payment are authorized or obligated by law to
close.
"Holder", with respect to a Registered Security, means a
Person in whose name such Registered Security is registered
in the Security Register and, with respect to a Bearer
Security or a coupon, means the bearer thereof.
"Place of Payment", when used with respect to the Securities
of any series payable in Dollars, means the Corporate Trust
office of the Trustee in the Borough of Manhattan, the City
and State of New York, when used with respect to the
Securities of any series payable in a Foreign Currency,
means the place or places where such Foreign Currency is the
legal tender, and, when used with respect to the Securities
of any series, means such other place or places, if any,
where the principal of (and premium, if any) and any
interest on the Securities of that series are payable as
specified as contemplated by Section 301, in all cases
subject to the provisions of Section 1002.
"Securities" has the meaning stated in the first recital of
this Indenture and more particularly means any Securities
authenticated and delivered under this Indenture. Where
appropriate in the context of this Indenture, the term
"Securities" includes any coupons appertaining to any Bearer
Securities.
3. Section 104 of the Indenture is hereby amended as
follows:
(a) By adding the following immediately after the
first sentence of subdivision (a):
If Securities of a series are issuable in whole or part as
Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided
by this Indenture to be given or taken by Holders may,
alternatively, be embodied in and evidenced by the record of
Holders of Securities voting in favor thereof, either in
person or by proxies duly appointed in writing, at any
meeting of Holders of Securities duly called and held in
accordance with the provisions of Article Fourteen, or a
combination of such instruments and any such record.
(b) By adding the following at the end of subdivision
(a):
The record of any meeting of Holders of Securities shall be
proved in the manner provided in Section 1406.
(c) By relettering Section 104(d) as Section 104(h) and by
adding the following immediately prior to new Section 104(h):
(d) The principal amount and serial numbers of Bearer
Securities held by any Person, and the date of holding the
same, may be proved by the production of such Bearer
Securities or by a certificate executed, as depositary, by
any trust company, bank, banker or other depositary,
wherever situated, if such certificate shall be deemed by
the Trustee to be satisfactory, showing that at the date
therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities in the
amount and with the serial numbers therein described; or
such facts may be proved by the certificate or affidavit of
the Person holding such Bearer Securities, if such
certificate or affidavit is deemed by the Trustee to be
satisfactory. The Trustee and the Company may assume that
such ownership of any Bearer Security continues until (1)
another certificate of affidavit bearing a later date issued
in respect of the same Bearer Security is produced, or (2)
such Bearer Security is produced to the Trustee by some
other Person, or (3) such Bearer Security is surrendered in
exchange for a Registered Security, or (4) such Bearer
Security is no longer Outstanding.
(e) The fact and date of execution of any such instrument
or writing, the authority of the Person executing the same
and the principal amount and serial numbers of Bearer
Securities held by the Person so executing such instrument
or writing and the date of holding the same may also be
proved in any other manner which the Trustee deems
sufficient; and the Trustee may in any instance require
further proof with respect to any of the matters referred to
in this Section.
(f) If the Company shall solicit from the Holders of
Securities of any series any request, demand, authorization,
direction, notice, consent, waiver or other Act, the Company
may, at its option, by Board Resolution, fix in advance a
record date for the determination of Holders of Registered
Securities entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other
Act, but the Company shall have no obligation to do so. Any
such record date shall be fixed at the Company's discretion.
If such a record date is fixed, such request, demand,
authorization, direction, notice, consent and waiver or
other Act may be sought or given before or after the record
date, but only the Holders of Registered Securities of
record at the close of business on such record date shall be
deemed to be Holders of Registered Securities for the
purpose of determining whether Holders of the requisite
proportion of Securities of such series Outstanding have
authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Registered Securities of such
series Outstanding shall be computed as of such record date.
(g) For purposes of determining the principal amount of
Outstanding Securities of any series the Holders of which
are required, requested or permitted to give any request,
demand, authorization, direction, notice, consent, waiver or
take any other Act under this Indenture and for purposes of
determining whether a quorum is present at a meeting of
Holders of Securities, (i) each original Issue Discount
Security shall be deemed to have the principal amount
determined by the Trustee that would be due and payable upon
acceleration of the Maturity thereof pursuant to Section 502
and the terms of such Original Issue Discount Security as of
the date such Act is delivered to the Trustee and, where it
is hereby expressly required, the Company and (ii) each
Security denominated in a Foreign Currency or composite
currency shall be deemed to have the principal amount
determined by the exchange rate agent specified pursuant to
Section 301 by converting the principal amount of such
Security in the currency in which such Security is
denominated into Dollars at the Exchange Rate as of the date
such Act is delivered to the Trustee and, where it is hereby
expressly required, to the Company (or, if there is no such
rate on such date, such rate as determined by such exchange
rate agent).
4. Section 106 of the Indenture is hereby amended as
follows:
(a) By deleting the first sentence of the first paragraph
and inserting in its place the following:
Except as otherwise expressly provided herein, where this
Indenture provides for notice to Holders of any event, (1)
such notice shall be sufficiently given to Holders of
Registered Securities if in writing and mailed, first-class
postage prepaid, to each Holder of a Registered Security
affected by such event, at his address as it appears in the
Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of
such notice; and (2) such notice shall be sufficiently given
to Holders of Bearer Securities if published in an
Authorized Newspaper in The City of New York and, if the
Securities of such series are then listed on The
International Stock Exchange of the United Kingdom and the
Republic of Ireland and such stock exchange shall so
require, in London and, if the Securities of such series are
then listed on the Luxembourg Stock Exchange and such stock
exchange shall so require, in Luxembourg and, if the
Securities of such series are then listed on any other stock
exchange outside the United States and such stock exchange
shall so require, in any other required city outside the
United States or, if not practicable, in Europe on a
Business Day at least twice, the first such publication to
be not earlier than the earliest date and not later than the
latest date prescribed for the giving of such notice.
(b) By adding the following to the end thereof:
In case by reason of the suspension of publication of any
Authorized Newspaper or Authorized Newspapers or by reason
of any other cause it shall be impracticable to publish any
notice to Holders of Bearer Securities as provided above,
then such notification to Holders of Bearer Securities as
shall be given with the approval of the Trustee shall
constitute sufficient notice to such Holders for every
purpose hereunder. Neither failure to give notice by
publication to Holders of Bearer Securities as provided
above, nor any defect in any notice so published, shall
affect the sufficiency of any notice mailed to Holders of
Registered Securities as provided above.
Any request, demand, authorization, direction, notice,
consent, election, waiver or other Act required or permitted
under this Indenture shall be in the English language,
except that any published notice may be in an official
language of the country of publication.
5. Section 301 of the Indenture (as amended by the First
Supplemental Indenture) is hereby further amended as follows:
(a) By deleting Section 301(8) and inserting in its
place the following:
(8) the denominations in which Registered Securities of the
series, if any, shall be issuable, if other than
denominations of $1,000 and any integral multiple thereof,
and the denominations in which Bearer Securities of the
series, if any, shall be issuable if other than the
denomination of $5,000;
(b) By deleting the word "and" from the end of Section
301(10), by renumbering Section 301(11) as Section 301(18) and by
inserting the following immediately prior to new Section 301(18):
(11) whether Bearer Securities of the series are to be
issuable and, if so, whether Registered Securities of the
series are also to be issuable;
(12) if Bearer Securities of the series are to be issuable,
(x) whether interest in respect of any portion of a
temporary Security in global form (representing all of the
Outstanding Bearer Securities of the series) payable in
respect of any Interest Payment Date prior to the exchange
of such temporary Security for definitive Securities of the
series shall be paid to any clearing organization with
respect to the portion of such temporary Security held for
its account and, in such event, the terms and conditions
(including any certification requirements) upon which any
such interest payment received by a clearing organization
will be credited to the Persons entitled to interest payable
on such Interest Payment Date, and (y) the terms upon which
interests in such temporary Security in global form may be
exchanged for interests in a permanent Global Security or
for definitive Securities of the series and the terms upon
which interest in a permanent Global Security, if any, may
be exchanged for definitive Securities of the series;
(13) whether the Securities of the series shall be issued
in whole or in part in the form of one or more Global
Securities and, in such case, the Depositary for such Global
Security or Securities;
(14) if other than Dollars, the currency of denomination of
the Securities of any series, which may be in Dollars, any
Foreign Currency or any composite currency, including but
not limited to the ECU, and, if such currency of
denomination is a composite currency other than the ECU, the
agency or organization, if any, responsible for overseeing
such composite currency;
(15) if other than Dollars, the currency or currencies in
which payment of the principal of (and premium, if any) and
interest on the Securities of the series will be made, and
the currency or currencies, if any, in which payment of the
principal of (and premium, if any) or the interest on
Registered Securities of the series, at the election of each
of the Holders thereof, may also be payable, and the periods
within which and the terms and conditions upon which such
election is to be made, the manner in which the exchange
rate with respect to such payment shall be determined and
the agent appointed by the Company in connection with the
determination of the exchange rate, and whether Section 312
will be applicable to Securities of the Series;
(16) if the amount of payments of principal of (and
premium, if any) or interest on the Securities of the series
may be determined with reference to an index, the manner in
which such amounts shall be determined;
(17) whether and under what conditions additional amounts
shall be payable to Holders of Securities pursuant to or in
a manner different from Section 1010; and
(c) By adding the following at the end of Section 301:
Securities of any particular series may be issued at various
times, with different dates on which the principal or any
installment of principal is payable, with different rates of
interest, if any, or different methods by which rates of
interest may be determined, with different dates on which
such interest may be payable, with different Redemption
Dates and may be denominated in different currencies or
payable in different currencies.
6. The second sentence of Section 302 of the
Indenture is hereby amended by adding the following to the end
thereof:
, except that Bearer Securities of each series, if any,
shall be issuable in the denomination of $5,000.
7. Section 303 of the Indenture is hereby amended as
follows:
(a) By adding the following to the end of the first
paragraph:
Coupons shall bear the facsimile signature of the Treasurer
or any Assistant Treasurer of the Company.
(b) By adding the following to the end of the first
sentence of the third paragraph:
; provided, however, that in connection with its original
issuance, no Bearer Security (including any Security in
global form that is either a Bearer Security or exchangeable
for Bearer Securities) or Security delivered in exchange for
an interest in the temporary Global Security shall be mailed
or otherwise delivered to any location in the United States;
and provided further that a Bearer Security (other than a
temporary Global Security) and any Security delivered in
exchange for an interest in the temporary Global Security
may be delivered, in connection with its original issuance,
only if the Person entitled to receive such Security shall
have furnished either (i) a certificate in the form set
forth in Exhibit A to this Indenture, dated no earlier than
15 days prior to the earlier of the date on which such
Security is delivered or the date on which any temporary
Global Security first becomes exchangeable for such
Securities in accordance with the terms of such temporary
Security or this Indenture, or (ii) a certificate in the
form set forth in Exhibit D to this Indenture if such
certificate has been furnished after the Exchange Date. If
any Security is represented by a permanent Global Security
then, for the purposes of this Section and Section 304, the
notation of a beneficial owner's interest therein upon
original issuance of such Security or upon exchange of a
portion of a temporary Global Security shall be deemed to be
delivery in connection with its original issuance of such
beneficial owner's interest in such permanent Global
Security. To the extent authorized in or pursuant to a
Board Resolution and set forth in an Officers' Certificate,
or established in one or more indentures supplemental
hereto, such Company Order may be given by any one officer
of the Company, may be electronically transmitted, and may
provide instructions as to registration of holders,
principal amounts, rates of interest, maturity dates and
other matters contemplated by such Board Resolution and
Officers' Certificate or supplemental indenture to be so
instructed in respect thereof. Before authorizing and
delivering the first Securities of any series (and upon
reasonable request of the Trustee thereafter), the Company
shall deliver to the Trustee (i) the certificates called for
under Sections 201 and 301 hereof and (ii) an Opinion of
Counsel described in the next sentence.
(c) By adding the following immediately after the third
paragraph:
If the Company shall establish pursuant to Section 301 that
the Securities of a series are to be issued in whole or in
part in the form of one or more Global Securities, then the
Company shall execute and the Trustee shall, in accordance
with this Section and the Company Order with respect to such
series, authenticate and deliver one or more Global
Securities in temporary or permanent form that (i) shall
represent and shall be denominated in an amount equal to the
aggregate principal amount of Outstanding Securities of such
series to be represented by one or more Global Securities;
(ii) shall be registered, if in registered form, in the name
of the Depositary for such Global Security or Securities or
the nominee of such Depositary, (iii) shall be delivered by
the Trustee to such Depositary or pursuant to such
Depositary's instruction and (iv) shall bear a legend
substantially to the following effect: "Unless and until it
is exchanged in whole or in part for Securities in
definitive form in accordance with the provisions of the
Indenture and the terms of the Securities, this Security may
not be transferred except as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary
to the Depositary or another nominee of the Depositary or by
the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary."
Each Depositary designated pursuant to Section 301 for a
Global Security in registered form must, at the time of its
designation and at all times while it serves as Depositary,
be a clearing agency registered under the Securities
Exchange Act of 1934 and any other applicable statute or
regulation.
(d) By deleting the fourth paragraph and inserting the
following in its place:
Each Registered Security shall be dated the date of its
authentication. Each Bearer Security shall be dated as of
the date specified as contemplated by Section 301.
(e) By adding the following at the end of the fifth
paragraph:
Except as permitted by Section 306 or 307, the Trustee shall
not authenticate and deliver any Bearer Security unless all
appurtenant coupons for interest then matured have been
detached and cancelled.
8. Section 304 of the Indenture is hereby amended by
deleting the text of Section 304 in its entirety and inserting
the following in its place:
Pending the preparation of definitive Securities of any
series, the Company may execute, and upon Company Order the
Trustee shall authenticate and deliver, temporary Securities
which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in
lieu of which they are issued, in registered form or, if
authorized, in bearer form with one or more coupons or
without coupons, and with such appropriate insertions,
omissions, substitutions and other variations as the
officers executing such Securities may determine, as
evidenced by their execution of such Securities. In the
case of any series issuable as Bearer Securities, such
temporary Securities may be in global form and shall be
delivered only in compliance with the applicable conditions
set forth in Section 303.
Except in the case of temporary Securities in global form
(which shall be exchanged in accordance with the provisions
of the following paragraphs), if temporary Securities of any
series are issued, the Company will cause definitive
Securities of that series to be prepared without
unreasonable delay. Except as otherwise specified or
contemplated in Section 301 with respect to a series of
securities issuable as Bearer Securities, after the
preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable
for definitive Securities of such series upon surrender of
the temporary Securities of such series at the office or
agency of the Company maintained pursuant to Section 1002 in
a Place of Payment for such series for the purpose of
exchanges of Securities of such series, without charge to
the Holder. Upon surrender for cancellation of any one or
more temporary Securities of any series (accompanied by any
unmatured coupons appertaining thereto) the Company shall
execute and the Trustee shall authenticate and deliver in
exchange therefor a like aggregate principal amount of
definitive Securities of the same series and of like tenor
of authorized denominations; provided, however, that no
definitive Bearer Security shall be issued in exchange for a
temporary Registered Security.
If temporary Securities of any series are issued in global
form, any such temporary Global Security shall, unless
otherwise provided therein, be delivered to the London
office of a depositary or common depositary (the "Common
Depositary"), for the benefit of Euro-clear and CEDEL S.A.
for credit to the respective accounts of the beneficial
owners of such Securities (or to such other accounts as they
may direct).
Without unnecessary delay but in any event not later than
the date specified in, or determined pursuant to the terms
of, any such temporary Global Security of a series (the
"Exchange Date"), the company shall deliver to the Trustee
definitive securities of that series in aggregate principal
amount equal to the principal amount of such temporary
Global Security, executed by the Company. On or after the
Exchange Date such temporary Global Security shall be
surrendered by the Common Depositary to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole
or from time to time in part, for definitive Securities of
that series, without charge and the Trustee shall
authenticate and deliver, in exchange for each portion of
such temporary Global Security a like aggregate principal
amount of definitive securities of the same series of
authorized denominations and of like tenor as the portion of
such temporary Global Security to be exchanged; provided,
however, that, unless otherwise specified in such temporary
Global Security, upon such presentation by the Common
Depositary, such temporary Global Security is accompanied by
a certificate dated the Exchange Date or a subsequent date
and signed by Euro-clear as to the portion of such temporary
Global Security held for its account then to be exchanged
and a certificate dated the Exchange Date or a subsequent
date and signed by CEDEL S.A. as to the portion of such
temporary Global Security held for its account then to be
exchanged, each in the form set forth in Exhibit B to this
Indenture. The definitive Securities to be delivered in
exchange for any such temporary Global Security shall be in
bearer form, registered form, permanent global bearer form
or permanent global registered form, or any combination
thereof, as specified as contemplated by Section 301, and,
if any combination thereof is so specified, as requested by
the beneficial owner thereof, provided, however that
definitive Securities shall be delivered in exchange for a
portion of a temporary Global Security only in compliance
with the requirements of Section 303.
Unless otherwise specified in such temporary Global
Security, the interest of a beneficial owner of Securities
of a series in a temporary Global Security shall be
exchanged for definitive Securities of the same series and
of like tenor following the Exchange Date upon the earlier
of (i) the receipt by Euro-clear or CEDEL S.A., as the case
may be, after the Exchange Date from the account holder of a
certificate in the form set forth in Exhibit D to this
Indenture, or (ii) the receipt by Euro-clear or CEDEL S.A.,
as the case may be, of instructions from the account holder
to request such exchange on his behalf and the delivery to
Euro-clear or CEDEL S.A., as the case may be, of a
certificate in the form set forth in Exhibit A to this
Indenture, dated no earlier than 15 days prior to the
Exchange Date, copies of which certificate shall be
available from the offices of Euro-clear and CEDEL S.A., the
Trustee, any Authenticating Agent appointed for such series
of Securities and each Paying Agent. Unless otherwise
specified in such temporary Global Security, any such
exchange shall be made free of charge to the beneficial
owners of such temporary Global Security, except that a
Person receiving definitive Securities must bear the cost of
insurance, postage, transportation and the like in the event
that such Person does not take delivery of such definitive
Securities in person at the offices of Euro-clear or CEDEL
S.A. Definitive Securities to be delivered in exchange for
any portion of a temporary Global Security shall be
delivered only outside the United States.
Until exchanged in full as hereinabove provided, the
temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as
definitive Securities of the same series and of like tenor
authenticated and delivered hereunder, except that, unless
otherwise specified as contemplated by Section 301, interest
payable on a temporary Global Security on any Interest
Payment Date for Securities of such series shall be payable
to Euro-clear and CEDEL S.A. on such Interest Payment Date
upon delivery by Euro-clear and CEDEL S.A. to the Trustee of
a certificate or certificates in the form set forth in
Exhibit C to this Indenture, for credit without further
interest on or after such Interest Payment Date to the
respective accounts of the Persons for which Euro-clear or
CEDEL S.A., as the case may be, hold such temporary Global
Security on such Interest Payment Date and who have each
delivered to Euro-clear or-CEDEL S.A., as the case may be, a
certificate in the form set forth in Exhibit D to this
Indenture. Any interest so received by Euro-clear and CEDEL
S.A. and not paid as herein provided shall be returned to
the Trustee immediately prior to the expiration of two years
after such Interest Payment Date in order to be repaid to
the Company in accordance with Section 1003.
9. Section 305 of the Indenture is hereby amended as
follows:
(a) By deleting the second paragraph in its entirety and
the first sentence of the third paragraph and inserting the
following in their place:
Upon surrender for registration of transfer of any
Registered Security of any series at the office or agency of
the Company maintained for such purpose, the Company shall
execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or
more new Registered Securities of the same series of any
authorized denomination or denominations, of like tenor and
aggregate principal amount.
Notwithstanding any other provision of this Section, unless
and until it is exchanged in whole or in part for Securities
in definitive form, a Global Security representing all or a
portion of the Securities of a series may not be transferred
except as a whole by the Depositary for such series to a
nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a
successor Depositary for such series or a nominee of such
successor Depositary.
At the option of the Holder, Registered Securities of any
series (except a Global Security) may be exchanged for other
Registered Securities of the same series of any authorized
denomination or denominations, of a like aggregate principal
amount, upon surrender of the Registered Securities to be
exchanged at such office or agency. Bearer Securities may
not be delivered by the Trustee in exchange for Registered
Securities.
At the option of the Holder, except as otherwise specified
as contemplated by Section 301 with respect to a Global
Security issued in bearer form, Bearer Securities of any
series may be exchanged for Registered Securities (if the
Securities of such series are issuable as Registered
Securities) or Bearer Securities (if Bearer Securities of
such series are issuable in more than one denomination) of
the same series, of any authorized denominations and of like
tenor and aggregate principal amount, upon surrender of the
Bearer Securities to be exchanged at any such office or
agency, with all unmatured coupons and all matured coupons
in default appertaining thereto; provided, however, delivery
of a Bearer Security shall occur only outside the United
States. If the Holder of a Bearer Security is unable to
produce any such unmatured coupon or coupons in default,
such exchange may be effected if the Bearer Securities are
accompanied by payment in funds acceptable to the Company
and the Trustee in an amount equal to the face amount of
such missing coupon or coupons, or the surrender of such
missing coupon or coupons may be waived by the Company and
the Trustee if there be furnished to them such security or
indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such
Security shall surrender to any Paying Agent any such
missing coupon in respect of which such a payment shall have
been made, such Holder shall be entitled to receive the
amount of such payment; provided, however, that, except as
otherwise provided in Section 1002, interest represented by
coupons shall be payable only upon presentation and
surrender of those coupons at an office or agency located
outside the United States. Notwithstanding the foregoing,
in case a Bearer Security of any series is surrendered at
such office or agency in exchange for a Registered Security
of the same series after the close of business at such
office or agency on (i) any Regular Record Date and before
the opening of business at such office or agency on the
relevant Interest Payment Date, or (ii) any Special Record
Date and before the opening of business at such office or
agency on the related date for payment of Defaulted
Interest, such Bearer Security shall be surrendered without
the coupon relating to such Interest Payment Date or
proposed date of payment, as the case may be.
(b) By adding the following immediately after the third
paragraph:
If at any time the Depositary for the Securities of a series
notifies the Company that it is unwilling or unable to
continue as Depositary for the Securities of such series or
if at any time the Depositary for the Securities of such
series shall no longer be eligible under Section 303, the
Company shall appoint a successor Depositary with respect to
the Securities of such series. If a successor Depositary
for the Securities of such series is not appointed by the
Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility, the Company's
election pursuant to Section 301(13) shall no longer be
effective with respect to the Securities of such series and
the Company will execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of
definitive Securities of such series, will authenticate and
deliver, Securities of such series in definitive form in an
aggregate principal amount equal to the principal amount of
the Global Security or Securities representing such series
in exchange for such Global Security or Securities.
The Company may at any time and in its sole discretion
determine that the Securities of any series issued in the
form of one or more Global Securities shall no longer be
represented by such Global Security or Securities. In such
event the Company will execute, and the Trustee, upon
receipt of a Company order for the authentication and
delivery of definitive Securities of such series, will
authenticate and deliver, Securities of such series in
definitive form and in an aggregate principal amount equal
to the principal amount of the Global Security or Securities
representing such series in exchange for such Global
Security or securities.
If (a) there shall have occurred and be continuing an Event
of Default or an event which, with the giving of notice or
lapse of time, or both, would constitute an Event of Default
with respect to a series of Securities issued in the form of
one or more Global Securities, or (b) if specified by the
Company pursuant to Section 301 with respect to a series of
Securities, the Depositary for such series of Securities may
surrender a Global Security for such series of securities in
exchange in whole or in part for Securities of such series
in definitive form. Thereupon, the Company shall execute,
and the Trustee shall authenticate and deliver, without
service charge:
(i) to each Person specified by such Depositary a new
Security or Securities of the same series, of any
authorized denomination as requested by such Person in
aggregate principal amount equal to and in exchange for
such Person's beneficial interest in the Global
Security; and
(ii) to such Depositary a new Global Security in a
denomination equal to the difference, if any, between
the principal amount of the surrendered Global Security
and the aggregate principal amount of Securities
delivered to Holders thereof.
In any exchange provided for in any of the preceding three
paragraphs, the Company will execute and the Trustee will
authenticate and deliver Securities (a) in definitive
registered form in authorized denominations, if the
securities of such series are issuable as Registered
Securities, (b) in definitive bearer form in authorized
denominations, with coupons attached, if the Securities of
such series are issuable as Bearer securities or (c) as
either Registered or Bearer Securities, if the Securities of
such series are issuable in either form; provided, however,
that no definitive Bearer Security shall be delivered in
exchange for a temporary Global Security unless the Company
or its agent shall have received from the person entitled to
receive the definitive Bearer Security a certificate
substantially in the form set forth in Exhibit A hereto in
accordance with Section 303; and provided further that
delivery of a Bearer Security shall occur only outside the
United States; and provided further that no definitive
Bearer Security will be issued if the Company has reason to
know that such certificate is false.
Upon the exchange of a Global Security for Securities in
definitive form, such Global Security shall be cancelled by
the Trustee. Registered Securities issued in exchange for a
Global Security pursuant to this Section shall be registered
in such names and in such authorized denominations as the
Depositary for such Global security, pursuant to
instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee. The Trustee shall
deliver Bearer Securities issued in exchange for a Global
Security pursuant to this Section to the persons, and in
such authorized denominations, as the Depositary for such
Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the
Trustee; provided, however, that no definitive Bearer
Security shall be delivered in exchange for a temporary
Global Security unless the Company or its agent shall have
received from the person entitled to receive the definitive
Bearer Security a certificate substantially in the form set
forth in Exhibit A to this Indenture in accordance with
Section 303; and provided further that delivery of a Bearer
Security shall occur only outside the United States; and
provided further that no definitive Bearer Security will be
issued if the Company has reason to know that such
certificate is false.
(c) By adding the following to the end of the sentence
comprising the seventh paragraph:
, or (iii) to exchange any Bearer Security so selected for
redemption except that such a Bearer Security may be
exchanged for a Registered Security of that series (if the
Securities of such series are issuable as Registered
Securities), provided that such Registered Security shall be
simultaneously surrendered for redemption with written
instruction for payment consistent with the provisions of
this Indenture.
10. The third paragraph of Section 306 is hereby amended by
adding the following to the end of the sentence comprising the
third paragraph:
; provided, however, that payment of principal of (and
premium, if any) and any interest on Bearer Securities shall,
except as otherwise provided in Section 1002, be payable only at
an office or agency located outside the United States; and
provided, further, that, with respect to any such coupons,
interest represented thereby (but not any additional amounts
payable as provided in Section 1010), shall be payable only upon
presentation and surrender of the coupons appertaining thereto.
11. Section 307 of the Indenture is hereby amended as
follows:
(a) By adding the following to the end of the first
paragraph:
In case a Bearer Security of any series is surrendered in
exchange for a Registered Security of such series after the
close of business (at an office or agency in a Place of
Payment for such series) on any Regular Record Date and
before the opening of business (at such office or agency) on
the next succeeding Interest Payment Date, such Bearer
Security shall be surrendered without the coupon relating to
such Interest Payment Date and interest will not be payable
on such Interest Payment Date in respect of the Registered
Security issued in exchange for such Bearer Security, but
will be payable only to the Holder of such coupon when due
in accordance with the provisions of this Indenture.
(b) By adding the following to the end of Section 307(l):
In case a Bearer Security of any series is surrendered
at the office or agency in a Place of Payment for such
series in exchange for a Registered Security of such
series after the close of business at such office or
agency on any Special Record Date and before the
opening of business at such office or agency on the
related proposed date for payment of Defaulted
Interest, such Bearer Security shall be surrendered
without the coupon relating to such proposed date of
payment and Defaulted Interest will not be payable on
such proposed date of payment in respect of the
Registered Security issued in exchange for such Bearer
Security, but will be payable only to the Holder of
such coupon when due in accordance with the provisions
of this Indenture.
12. Section 308 of the Indenture is hereby amended by
adding the following to the end thereof:
Title to any Bearer Security and any coupons appertaining
thereto shall pass by delivery. The Company, the Trustee
and any agent of the Company or the Trustee may treat the
bearer of any Bearer Security and the bearer of any coupon
as the absolute owner of such Bearer Security or coupon for
the purpose of receiving payment thereof or on account
thereof and for all other purposes whatsoever, whether or
not such Bearer Security or coupon be overdue, and neither
the Company, the Trustee nor any agent of the Company or the
Trustee shall be affected by notice to the contrary.
Notwithstanding the foregoing, with respect to any Global
Security, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from
giving effect to any written certification, proxy or other
authorization furnished by a Depositary or impair, as
between a Depositary and holders of beneficial interests in
any Global Security, the operation of customary practices
governing the exercise of the rights of the Depositary as
Holder of such Global Security. None of the Company, the
Trustee, any Paying Agent or the Security Registrar will
have any responsibility or liability for any aspect of the
records relating to or payments made on account of
beneficial ownership interests of a Global Security or for
maintaining, supervising or reviewing any records relating
to such beneficial ownership interests.
13. The Indenture is hereby amended by adding new Sections
311 and 312 immediately after Section 310, as follows:
SECTION 311. Certification by a Person Entitled to Delivery
of Bearer Security.
Whenever any provision of this Indenture or a Security
contemplates that certification be given by a Person
entitled to delivery of a Bearer Security, such
certification shall be provided substantially in the form of
Exhibit A hereto, with only such changes as shall be
approved by the Company.
SECTION 312. Judgments.
The Company may provide, pursuant to Section 301, for the
Securities of any series that, to the fullest extent
provided under applicable law, (a) the obligation, if any,
of the Company to pay the principal of (and premium, if any)
and interest on the Securities of such series and any
appurtenant coupons in a Foreign Currency, composite
currency or Dollars (the "Designated Currency") as may be
specified pursuant to Section 301 is of the essence and
agree that judgments in respect of such Securities shall be
given in the Designated Currency; (b) the obligation of the
Company to make payments in the Designated Currency of the
principal of (and premium, if any) and interest on such
Securities and any appurtenant coupons shall, notwith-
standing any payment in any other currency (whether
pursuant to a judgment or otherwise), be discharged only to
the extent of the amount in the Designated Currency that the
Holder receiving such payment may, in accordance with normal
banking procedures, purchase with the sum paid in such other
currency (after any premium and cost of exchange) in the
country of issue of the Designated Currency in the case of
Foreign Currency or Dollars or in the international banking
community in the case of a composite currency on the
Business Day immediately following the day on which such
Holder receives such payment; (c) if the amount in the
Designated Currency that may be so purchased for any reason
falls short of the amount originally due, the Company shall
pay such additional amounts as may be necessary to
compensate for such shortfall; and (d) any obligation of the
Company not discharged by such payment shall be due as a
separate and independent obligation and, until discharged as
provided herein, shall continue in full force and effect.
14. Section 401 of the Indenture is hereby amended as
follows:
(a) By adding the following to the end of the first
parenthetical in the first paragraph: "and any right to receive
additional amounts as provided in Section 1010."
(b) By deleting in the parenthetical in Section 401(l)(A)
the word "and" immediately prior to subsection (ii), and adding
the following immediately after the end of subsection (ii):
(iii) coupons appertaining to Bearer Securities
surrendered in exchange for Registered Securities and
maturing after such exchange, surrender of which is not
required or has been waived as provided in Section 305, and
(iv) coupons appertaining to Bearer Securities called for
redemption and maturing after the relevant Redemption Date,
surrender of which has been waived as provided in Section
1106
15. Section 506 of the Indenture is hereby amended
as follows:
(a) By adding the following to the end of clause SECOND of
Section 506:
Except to the extent otherwise provided in Section 312 if
such Section is specified as applicable to Securities of a
particular series, the Holders of each series of Securities
denominated in ECU, any other composite currency or a
Foreign Currency and any matured coupons relating thereto
shall be entitled to receive a ratable portion of the amount
determined by the exchange rate agent specified pursuant to
Section 301 by converting the principal amount Outstanding
of such series of Securities and matured but unpaid interest
on such series of Securities in the currency in which such
series of Securities is denominated into Dollars at the
Exchange Rate as of the date of declaration of acceleration
of the Maturity of the Debt Securities (or, if there is no
such rate on such date, such rate as determined by such
exchange rate agent).
(b) By adding the following to the end thereof:
Upon receipt by the Trustee of any declaration of
acceleration, or rescission and annulment thereof, with
respect to Securities of a series all or part of which is
represented by a Global Security, the Trustee shall
establish a record date for determining Holders of
Outstanding Securities of such series entitled to join in
such declaration of acceleration, or rescission and
annulment, as the case may be, which record date shall be at
the close of business on the day the Trustee receives such
declaration of acceleration, or rescission and annulment, as
the case may be. The Holders on such record date, or their
duly designated proxies, and only such Persons, shall be
entitled to join in such declaration of acceleration, or
rescission and annulment, as the case may be, whether or not
such Holders remain Holders after such record date;
provided, that unless such declaration of acceleration, or
rescission and annulment, as the case may be, shall have
become effective by virtue of the requisite percentage
having been obtained prior to the day which is 90 days after
such record date, such declaration of acceleration, or
rescission and annulment, as the case may be, shall
automatically and without further action by any Holder be
cancelled and of no further effect. Nothing in this
paragraph shall prevent a Holder, or a proxy of a Holder,
from giving, after expiration of such 90-day period, a new
declaration of acceleration, or rescission or annulment
thereof, as the case may be, that is identical to a
declaration of acceleration, or rescission or annulment
thereof, which has been cancelled pursuant to the proviso to
the preceding sentence, in which event a new record date
shall be established pursuant to the provisions of this
Section 502.
16. Section 512 of the Indenture is hereby amended by
adding the following to the end thereof:
Upon receipt by the Trustee of any such direction with
respect to Securities of a series all or part of which is
represented by a Global Security, the Trustee shall
establish a record date for determining Holders of
Outstanding Securities of such series entitled to join in
such direction, which record data shall be at the close of
business on the day the Trustee receives such direction.
The Holders on such record date, or their duly designated
proxies, and only such Persons, shall be entitled to join in
such direction, whether or not such Holders remain Holders
after such record date; provided, that unless such majority
in principal amount shall have been obtained prior to the
day which is 90 days after such record date, such direction
shall automatically and without further action by any Holder
be cancelled and of no further effect. Nothing in this
paragraph shall prevent a Holder, or a proxy of a Holder,
from giving, after expiration of such 90-day period, a new
direction identical to a direction which has been cancelled
pursuant to the proviso to the preceding sentence, in which
event a new record date shall be established pursuant to the
provisions of this Section 512.
17. Section 513 of the Indenture is hereby amended by
adding the following to the end thereof:
The Company may, but shall not be obligated to, fix a
record date for the purpose of determining the Persons
entitled to waive any past default hereunder. If a
record date is fixed, the Holders on such record date,
or their duly designated proxies, and only such
Persons, shall be entitled to waive any default
hereunder, whether or not such Holders remain Holders
after such record date; provided, that unless such
majority in principal amount shall have been obtained
prior to the date which is 90 days after such record
date, any such waiver previously given shall
automatically and without further action by any Holder
be cancelled and of no further effect.
18. Section 608(b) of the Indenture is hereby amended by
deleting the words "by mail" and inserting the following in their
place:
in the manner and to the extent provided in Section
703(c)
19. Section 610(f) of the Indenture is hereby amended by
deleting the words "by mailing written notice of such event by
first-class mail, postage prepaid, to all Holders of Securities
of such series as their names and addresses appear in the
Security Register", and inserting in their place the words "in
the manner provided in Section 106."
20. Section 701 of the Indenture is hereby amended by
adding the following to the end thereof:
The Trustee shall preserve for at least two years the
names and addresses of Holders of Bearer Securities
filed with the Trustee pursuant to Section 703(c).
21. Section 703 of the Indenture is hereby amended as
follows:
(a) By deleting the following in the first sentence of
Section 703(b): "as their names and addresses appear in the
Security Register," and inserting in its place the following: ",
as provided in Section 703(c)."
(b) By relettering Section 703(c) as Section 703(d) and
inserting the following immediately prior to new Section 703(d):
(c) Reports pursuant to this Section shall be
transmitted by mail:
(1) to all Holders of Registered Securities, as the
names and addresses of such Holders appear in the
Security Register;
(2) to such Holders of Bearer Securities as have,
within the two years preceding such transmission, filed
their names and addresses with the Trustee for that
purpose; and
(3) except in the case of reports pursuant to
Subsection (b) of this Section, to each Holder of a
Security whose name and address is preserved at the
time by the Trustee, as provided in Section 702(a).
22. Section 704(3) of the Indenture is hereby amended by
deleting the words "as their names and addresses appear in the
Security Register", and inserting the following in their place:
in the manner and to the extent provided in Section 703(c)
with respect to reports pursuant to Section 703(a)
23. Section 801(l) of the Indenture is hereby amended to
insert the following immediately after the words "interest on all
the Securities":
(including all additional amounts, if any, payable pursuant
to Section 1010)
24. Section 901(4) of the Indenture is hereby amended by
deleting the same in its entirety, and inserting the following in
its place:
(4) to add to or change any of the provisions of this
Indenture to provide that Bearer Securities may be
registrable as to principal, to change or eliminate any
restrictions on the payment of principal (or premium, if
any) on Registered Securities or of principal (or premium,
if any) or any interest on Bearer Securities, to permit
Registered Securities to be exchanged for Bearer securities,
provided any such action shall not adversely affect the
interests of the Holders of Securities of any series or any
related coupons in any material respect; or
25. Section 902 of the Indenture is hereby amended as
follows:
(a) By adding to the end of Section 902(l) the following:
"change any obligation of the Company to pay additional amounts
pursuant to Section 1010 (except as contemplated by Sections 301
or 801(l) or permitted by Section 901(l)), or"
(b) By adding to the end of Section 902(2) the following:
"reduce the requirements of Section 1404 of quorum or voting, or"
(c) By adding to the end of Section 902 the following:
The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Persons entitled to
consent to any indenture supplemental hereto. If a record
date is fixed, the Holders on such record date or their duly
designated proxies, and only such Persons, shall be entitled
to consent to such supplemental indenture, whether or not
such Holders remain Holders after such record date;
provided, that unless such consent shall have become
effective by virtue of the requisite percentage having been
obtained prior to the date which is 90 days after such
record date, any such consent previously given shall
automatically and without further action by any Holder be
cancelled and of no further effect.
26. Section 1001 of the Indenture is hereby amended by
adding the following to the end thereof:
Any interest due on Bearer Securities on or before
Maturity, other than additional amounts, if any,
payable as provided in Section 1010 in respect of
principal of (or premium, if any, on) such a Security,
shall be payable only upon presentation and surrender
of the several coupons for such interest installments
as are evidenced thereby as they severally mature.
27. Section 1002 of the Indenture is hereby amended as
follows:
(a) By adding the following immediately after the
first sentence of the first paragraph:
If Securities of a series are issuable as Bearer Securities,
the Company will maintain, subject to any laws or
regulations applicable thereto, (A) an office or agency in a
Place of Payment for such series that is located outside the
United States where Securities of such series and the
related coupons may be presented and surrendered for payment
(including payment of any additional amounts payable on
Securities of such series pursuant to Section 1010);
provided, however, that if the Securities of such series are
listed on The International Stock Exchange of the United
Kingdom and the Republic of Ireland or the Luxembourg Stock
Exchange or any other stock exchange located outside the
United States and such stock exchange shall so require, the
Company will maintain a Paying Agent in London or Luxembourg
or any other required city located outside the United
States, as the case may be, so long as the Securities of
such series are listed on such exchange, and (B) an office
or agency in a Place of Payment for such series that is
located outside the United States where any Registered
Securities of such series may be surrendered for
registration of transfer, where securities of that series
may be surrendered for exchange and where notices and
demands to or upon the Company in respect of the Securities
of that series and the Indenture may be served.
(b) By adding the following to the end of the former
third sentence of the first paragraph:
; provided that Bearer Securities of that series and the
related coupons may be presented and surrendered for payment
(including payment of any additional amounts payable on
Bearer Securities of that series pursuant to Section 1010)
at the place specified for the purpose pursuant to Section
301 or, if no such place is specified, at the main office of
the Trustee in London.
(b) By adding the following immediately after the first
paragraph:
No payment of principal of or premium or interest on Bearer
Securities shall be made at any office or agency of the
Company in the United States or by check mailed to any
address in the United States or by transfer to an account
maintained with a bank located in the United States;
provided, however, that, if the Securities are denominated
and payable in Dollars, payment of principal of and any
premium and interest (including any additional amounts
payable in respect thereof pursuant to Section 1010) on any
Bearer Security shall be made in Dollars at the Corporate
Trust Office of the Trustee in the Borough of Manhattan, The
City of New York if (but only if) payment of the full amount
of such principal, premium, interest or additional amounts
at all offices outside the United States maintained for the
purpose by the Company in accordance with this Indenture is
illegal or effectively precluded by exchange controls or
other similar restrictions.
28. The fifth paragraph of Section 1003 of the Indenture is
hereby further amended as follows:
(a) By changing the words "three years" to "two years".
(b) By deleting the words "in a newspaper published in the
English language, customarily published on each Business Day and
of general circulation in the Borough of Manhattan, The City of
New York" from the proviso in said fifth paragraph, and inserting
the following in their place:
in an Authorized Newspaper of general circulation in the
Borough of Manhattan, The City of New York, and each Place
of Payment
29. The Indenture is hereby amended by adding a new Section
1010 immediately after Section 1009 as follows:
SECTION 1010. Payment of Additional Amounts.
If the Securities of a series provide for the payment of
additional amounts, the Company will pay to the Holder of
any Security of any series or any coupon appertaining
thereto additional amounts upon the terms and subject to the
conditions provided therein. Whenever in this Indenture
there is mentioned, in any context, the payment of the
principal of (or premium, if any) or interest on, or in
respect of, any Security of any series or any related coupon
or the net proceeds received on the sale or exchange or any
Security of any series, such mention shall be deemed to
include mention of the payment of additional amounts
provided for in the terms of such Securities and this
Section to the extent that, in such context, additional
amounts are, were or would be payable in respect thereof
pursuant to the provisions of this Section and express
mention of the payment of additional amounts (if applicable)
in any provisions hereof shall not be construed as excluding
additional amounts in those provisions hereof where such
express mention is not made.
If the Securities of a series provide for the payment of
additional amounts, at least 10 days prior to the first
Interest Payment Date with respect to that series of
Securities (or if the Securities of that series will not
bear interest prior to the Maturity, the first day on which
a payment of principal (and premium, if any) is made, and at
least 10 days prior to each date of payment of principal
(and premium, if any) or interest if there has been any
change with respect to the matters set forth in the below-
mentioned Officers' Certificate, the Company will furnish
the Trustee and the Company's principal Paying Agent or
Paying Agents, if other than the Trustee, with an Officers'
Certificate instructing the Trustee and such Paying Agent or
Paying Agents whether such payment of principal of (and
premium, if any) or interest on the Securities of that
series shall be made to Holders of Securities of that series
or the related coupons who are United States Aliens without
withholding for or on account of any tax, assessment or
other governmental charge described in the Securities of
that series. If any such withholding shall be required,
then such Officers' Certificate shall specify by country the
amount, if any, required to be withheld on such payments to
such Holders of Securities or coupons and the Company will
pay to the Trustee or such Paying Agent the additional
amounts, if any, required by the terms of such Securities
and the first paragraph of this Section. The Company
covenants to indemnify the Trustee and any Paying Agent for,
and to hold them harmless against, any loss, liability or
expense reasonably incurred without negligence or bad faith
on their part arising out of or in connection with Actions
taken or omitted by any of them in reliance on any Officers'
Certificate furnished pursuant to this Section 1010.
30. The first paragraph of Section 1104 of the Indenture is
hereby amended to delete the words "by first-class mail, postage
prepaid, mailed"; to insert the following in their place: "in the
manner provided in Section 106;" and to delete the words "at his
address appearing in the Security Register."
31. Section 1106 of the Indenture is hereby amended as
follows:
(a) By adding the following to the end of the first
sentence of the first paragraph:
and the coupons for such interest appertaining to any Bearer
Securities so to be redeemed, except to the extent provided
below, shall be void.
(b) By adding the following immediately prior to the
proviso to the second sentence of the first paragraph:
provided, however, that installments of interest on Bearer
Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable only upon presentation and
surrender of coupons for such interest (at an office or
agency located outside the United States except as otherwise
provided in Section 1002), and
(c) By adding the following immediately following the first
paragraph:
If any Bearer Security surrendered for redemption shall not
be accompanied by all appurtenant coupons maturing after the
Redemption Date, such Bearer Security may be paid after
deducting from the Redemption Price an amount equal to the
face amount of all such missing coupons, or the surrender of
such missing coupon or coupons may be waived by the Company
and the Trustee if there be furnished to them such security
or indemnity as they may require to save each of them and
any Paying Agent harmless. If thereafter the Holder of such
Bearer Security shall surrender to the Trustee or any Paying
Agent any such missing coupon in respect of which a
deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so
deducted; provided, however, that interest represented by
coupons shall be payable only upon presentation and
surrender of those coupons at an office or agency located
outside of the United States except as otherwise provided in
Section 1002.
32. Section 1107 of the Indenture is hereby amended to add
the following to the end of the sentence comprising Section 1107:
, except that if a Global Security is so surrendered, the
Company shall execute, and the Trustee shall authenticate
and deliver to the Depositary for such Global Security,
without service charge, a new Global Security in a
denomination equal to and in exchange for the unredeemed
portion of the principal of the Global Security so
surrendered.
33. Section 1202(l) of the Indenture is hereby amended to
add the following after the parenthetical and immediately prior
to the word "and":
, together in the case of any Bearer Securities of such
series with all unmatured coupons appertaining thereto,
34. Section 1302(B) of the Indenture is hereby amended to
add the words "and Section 1010" at the end thereof.
35. The Indenture is hereby amended to add a new Article
Fourteen as follows:
ARTICLE FOURTEEN
MEETINGS OF HOLDERS
SECTION 1401. Purposes for Which Meetings May be Called.
If Securities of a series are issuable in whole or in part
as Bearer Securities, a meeting of Holders of Securities of
such series may be called at any time and from time to time
pursuant to this Article to make, give or take any request,
demand, authorization, notice, consent, waiver or other Act
provided by this Indenture to be made, given or taken by
Holders of Securities of such series.
SECTION 1402. Call, Notice and Place of Meetings.
(a) The Trustee may at any time call a meeting of
Holders of Securities of any series issuable in whole or in
part as Bearer Securities for any purpose specified in
Section 1401, to be held at such time and at such place in
the Borough of Manhattan, The City of New York, or in
London, as the Trustee shall determine. Notice of every
meeting of Holders of Securities of any series, setting
forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall
be given,in the manner provided in Section 106, not less
than 21 or more than 180 days prior to the date fixed for
the meeting.
(b) In case at any time the Company, pursuant to a
Board Resolution, or the Holders of at least 10% in
principal amount of the Outstanding Securities of any series
shall have requested the Trustee to call a meeting of the
Holders of Securities of such series for any purpose
specified in Section 1401, by written request setting forth
in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have made the first
publication of the notice of such meeting within 21 days
after receipt of such request or shall not thereafter
proceed to cause the meeting to be held as provided herein,
then the Company or the Holders of Securities of such series
in the amount above specified, as the case may be, may
determine the time and the place in the Borough of
Manhattan, The City of New York, or in London for such
meeting and may call such meeting for such purposes by
giving notice thereof as provided in Subsection (a) of this
Section.
SECTION 1403. Persons Entitled to Vote at Meetings.
To be entitled to vote at any meeting of Holders of
securities of any series, a Person shall be (1) a Holder of
one or more Outstanding Securities of such series, or (2) a
Person appointed by an instrument in writing as proxy for a
Holder or Holders of one or more Outstanding Securities of
such series by such Holder or Holders. The only Persons who
shall be entitled to be present or to speak at any meeting
of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.
SECTION 1404. Quorum; Action.
The Persons entitled to vote a majority in principal amount
of the outstanding Securities of a series shall constitute a
quorum for a meeting of Holders of Securities of such
series; provided, however, that if any action is to be taken
at such meeting with respect to a consent or waiver which
this Indenture expressly provides may be given by the
Holders of not less than 66 2/3% in principal amount of the
outstanding Securities of a series, the Persons entitled to
vote 66 2/3% in principal amount of the Outstanding
Securities of such series shall constitute a quorum. In the
absence of a quorum within 30 minutes of the time appointed
for any such meeting, the meeting shall, if convened at the
request of Holders of Securities of such series, be
dissolved. In the absence of a quorum in any other case the
meeting may be adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to
the adjournment of such meeting. In the absence of a quorum
at any such adjourned meeting, such adjourned meeting may be
further adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the
adjournment of such adjourned meeting. Notice of the
reconvening of any adjourned meeting shall be given as
provided in Section 1402(a), except that such notice need be
given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of
the reconvening of an adjourned meeting shall state
expressly the percentage, as provided above, of the
principal amount of the Outstanding Securities of such
series that shall constitute a quorum.
Except as limited by the first proviso to Section 902, any
resolution presented to a meeting or adjourned meeting duly
reconvened at which a quorum is present as aforesaid may be
adopted only by the affirmative vote of the Holders of a
majority in principal amount of the Outstanding Securities
of that series; provided, however, that, except as limited
by such first proviso to Section 902, any resolution with
respect to any consent or waiver which this Indenture
expressly provides may be given by the Holders of not less
than 66 2/3% in principal amount of the Outstanding
Securities of a series may be adopted at a meeting or an
adjourned meeting duly reconvened and at which a quorum is
present as aforesaid only by the affirmative vote of the
Holders of 66 2/3% in principal amount of the Outstanding
Securities of that series; and provided further that, except
as limited by such first proviso to Section 902, any
resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other
Act which this Indenture expressly provides may be made,
given or taken by the Holders of a specified percentage,
which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a
meeting or an adjourned meeting duly reconvened and at which
a quorum is present as aforesaid by the affirmative vote of
the Holders of such specified percentage in principal amount
of the outstanding Securities of that series.
Any resolution passed or decision taken at any meeting of
Holders of Securities of any series duly held in accordance
with this Section shall be binding on all the Holders of
Securities of such series and the related coupons, whether
or not present or represented at the meeting.
SECTION 1405. Determination of Voting Rights; Conduct and
Adjournment of Meetings.
(a) Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations
as it may deem advisable for any meeting of Holders of
Securities of such series in regard to proof of the holding
of Securities of such series and of the appointment of
proxies and in regard to the appointment and duties of
inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to
vote, and such other matters concerning the conduct of the
meeting as it shall deem appropriate. Except as otherwise
permitted or required by any such regulations, the holding
of Securities shall be proved in the manner specified in
Section 104 and the appointment of any proxy shall be proved
in the manner specified in Section 104 or, in the case of
Bearer Securities, by having the signature of the person
executing the proxy witnessed or guaranteed by any trust
company, bank or banker authorized by Section 104 to certify
to holding of Bearer Securities. Such regulations may
provide that written instruments appointing proxies, regular
on their face, may be presumed valid and genuine without the
proof specified in Section 104 or other proof.
(b) The Trustee shall, by an instrument in writing,
appoint a temporary chairman of the meeting, unless the
meeting shall have been called by the Company or by Holders
of Securities as provided in Section 1402(b), in which case
the Company or the Holders of Securities of the series
calling the meeting, as the case may be, shall in like
manner appoint a temporary chairman. A permanent chairman
and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal
amount of the Outstanding securities of such series
represented at the meeting.
(c) At any meeting each Holder of a Security of such
series or proxy shall be entitled to one vote for each
$1,000 principal amount (or the equivalent in ECU, any other
composite currency or a Foreign Currency) of securities of
such series held or represented by him; provided, however,
that no vote shall be cast or counted at any meeting in
respect of any Security challenged as not Outstanding and
ruled by the chairman of the meeting to be not Outstanding.
The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.
(d) Any meeting of Holders of Securities of any series
duly pursuant to Section 1402 at which a quorum is present
may be adjourned from time to time by Persons entitled to
vote a majority in principal amount of the Outstanding
Securities of such series represented at the meeting; and
the meeting may be held as so adjourned without further
notice.
SECTION 1406. Counting Votes and Recording Action of
Meetings.
The vote upon any resolution submitted to any meeting of
Holders of Securities of any series shall be by written
ballots on which shall be subscribed the signatures of the
Holders of Securities of such series or of their
representatives by proxy and the principal amounts and
serial numbers of the Outstanding Securities of such series
held or represented by them. The permanent chairman of the
meeting shall appoint two inspectors of votes who shall
count all votes cast at the meeting for or against any
resolution and who shall make and file with the secretary of
the meeting their verified written reports in triplicate of
all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of
Securities of any series shall be prepared by the secretary
of the meeting and there shall be attached to said record
the original reports of the inspectors of votes on any vote
by ballot taken thereat and affidavits by one or more
persons having knowledge of the facts setting forth a copy
of the notice of the meeting and showing that said notice
was given as provided in Section 1402 and, if applicable,
Section 1404. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the
meeting and one such copy shall be delivered to the Company,
and another to the Trustee to be preserved by the Trustee,
the latter of have attached thereto the ballots voted at the
meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.
36. The indenture is hereby amended by adding Exhibits A,
B, C and D to the end thereof, as such Exhibits are attached to
this second Supplemental Indenture.
37. All provisions of this Second Supplemental Indenture
shall be deemed to be incorporated in, and made a part of, the
Indenture; and the Indenture, as supplemented by this Second
Supplemental Indenture, shall be read, taken and construed as one
and same instrument.
38. The Trustee accepts the trusts created by the
Indenture, as supplemented by this Second Supplemental Indenture,
and agrees to perform the same upon the terms and conditions in
the Indenture, as supplemented by the Second Supplemental
Indenture.
39. The recitals contained in the Indenture and the
Securities, except the Trustee's certificate of authentication,
shall be taken as statement of the Company, and the Trustee
assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of the
Indenture or the Securities.
40. All amendments to the Indenture made hereby shall have
effect only with respect to the Securities of any series created
on or after the date hereof, and not with respect to the
Securities of any series created prior to the date hereof.
41. All capitalized terms used and not defined herein shall
have the respective meanings assigned to them in the Indenture.
42. This Second Supplemental Indenture may be executed in
any number of counterparts, each of which when so executed shall
be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Second Supplemental Indenture to be duly executed, and their
respective seals to be hereunto affixed and attested, all as of
the date first above written.
THE MEAD CORPORATION
By: -------------------------------
Title:
[Corporate Seal]
Attest:
---------------------------
Title:
BANKERS TRUST COMPANY
By: -------------------------------
Title:
[Corporate Seal]
Attest:
---------------------------
Title:
STATE OF )
) s.s:
COUNTY OF )
On the day of October, 1989, before me
personally came , to be known, who, being duly
sworn, did depose and say that he is of THE MEAD
CORPORATION, one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board
of Directors of said corporation, and that he signed his name
thereto by like authority.
STATE OF )
) s.s:
COUNTY OF )
On the ---- day of October, 1989, before me
personally came --------------------, to be known, who, being duly
sworn, did depose and say that he is ---------------- of BANKERS
TRUST COMPANY, one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board
of Directors of said corporation, and that he signed his name
thereto by like authority.
EXHIBIT A
[FORM OF CERTIFICATE TO BE GIVEN BY PERSON
ENTITLED TO RECEIVE BEARER SECURITY OR SECURITY
INITIALLY REPRESENTED BY TEMPORARY GLOBAL SECURITY]
CERTIFICATE
----------------------------
(Insert title or sufficient description
of Securities to be Delivered)
This is to certify that the above-captioned Securities is
not being acquired by or on behalf of a United States person, or
for offer to resell or for resale to a United States person, or
any person inside the United States, or, if a beneficial interest
in the Securities is being acquired by a United States person,
that such United States person is a financial institution within
the meaning of Section 1.165-12(c)(1)(v) of the United States
Treasury Regulations or is acquiring through such a financial
institution and that in either case the Securities are held by a
financial institution that has agreed in writing to comply with
the requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986, as amended, and the regulations
thereunder and that is not purchasing for offer to resell or for
resale inside the United States. If this certificate is being
provided by a clearing organization, it is based on similar
certificates provided to it by its member organizations;
provided, however, that, if the undersigned has actual knowledge
that the information contained in such a certificate is false
(and, absent documentary evidence that the beneficial owner of
such Security is not a United States person, it will be deemed to
have actual knowledge that such beneficial owner, other than a
financial institution described above, is a United States person
if it has a United States address for such beneficial owner), the
undersigned will not deliver a Security in temporary or
definitive bearer form, to the person who signed such certificate
notwithstanding the delivery of such certificate to the
undersigned.
As used herein, "United States" means the United States of
America (including the States and the District of Columbia), its
territories, its possessions and other areas subject to its
jurisdiction, and "United States person" means any citizen or
resident of the United States, any corporation, partnership or
other entity created or organized in or under the laws of the
United States and any estate or trust the income of which is
subject to Federal income taxation regardless of its source.
We undertake to advise you by telex if the above statement
as to beneficial ownership is not correct on the date of delivery
of the above-captioned Securities as to all of such securities.
We understand that this certificate is required in
connection with certain tax legislation in the United States. If
administrative or legal proceedings are commenced or threatened
in connection with which this certificate is or would be
relevant, we irrevocably authorize you to produce this
certificate or a copy thereof to any interested party in such
proceedings.
Dated:------------------, 19--
EXHIBIT B
[FORM OF CERTIFICATE TO BE GIVEN BY EURO-CLEAR
AND CEDEL S.A. IN
CONNECTION WITH THE EXCHANGE OF A PORTION OF
A TEMPORARY GLOBAL SECURITY]
CERTIFICATE
---------------------------
(Insert title or sufficient description
of Securities to be delivered)
This is to certify with respect to $--------- principal
amount of the above-captioned Securities that we have received
from each of the persons appearing in our records as persons
entitled to a portion of such principal amount (our "Qualified
Account Holders") a certificate with respect to such portion
substantially in the form attached hereto.
We further certify that as of the date hereof we have not
received any notification from any of our Qualified Account
Holders to the effect that the statements made by such Qualified
Account Holders with respect to any portion of the part submitted
herewith for exchange are no longer true and cannot be relied
upon as of the date hereof.
Dated:-----------------, 19--.
[To be dated no earlier than
the Exchange Date]
[MORGAN GUARANTY TRUST
COMPANY OF NEW YORK,
BRUSSELS OFFICE, AS
OPERATOR OF THE EURO-
CLEAR SYSTEM]
[CEDEL S.A.]
By-------------------------
EXHIBIT C
[FORM OF CERTIFICATE TO BE GIVEN BY EURO-CLEAR
AND CEDEL S.A. TO OBTAIN INTEREST]
CERTIFICATE
-----------------------
[Insert title or sufficient description of Securities]
We confirm that the interest payable on the Interest Payment
Date(s) on [Insert Date(s)] will be paid to each of the persons
appearing in our records as being entitled to interest payable on
such date from whom we have received a written certification,
dated not earlier than such Interest Payment Date(s),
substantially in the form attached hereto.
We undertake that any interest received by us and not paid
as provided above shall be returned to the Trustee for the above
Securities immediately prior to the expiration of two years after
such Interest Payment Date in order to be repaid by such Trustee
to the above issuer at the end of two years after such Interest
Payment Date.
Dated:------------------, 19--.
[To be dated on or after the
most recent Interest Payment Date]
[MORGAN GUARANTY TRUST
COMPANY OF NEW YORK,
BRUSSELS OFFICE, AS
OPERATOR OF THE EURO-
CLEAR SYSTEM]
[CEDEL S.A.]
By----------------------------
EXHIBIT D
[FORM OF CERTIFICATE TO BE GIVEN BY
ACCOUNT HOLDERS TO OBTAIN INTEREST}
CERTIFICATE
------------------------
[Insert title or sufficient description of Securities]
This is to certify that (i) as of the Interest Payment
Date(s) on [Insert Date(s)], none of the above-captioned
Securities held by you for our account was beneficially owned by
a United States person or, if any of such Securities held by you
for our account were beneficially owned by a United States
person, such United States person was a financial institution as
defined in section 1.165-12(c)(1)(v) of the United States
Treasury Regulations under the Internal Revenue Code of 1986, as
amended or acquired such Securities through a financial
institution and that such Securities were held by a financial
institution that agreed to comply with Section 165(j)(3)(A), (B)
or (C) of the Internal Revenue Code of 1986 and the regulations
thereunder and that was not purchasing for offer to resell or for
resale inside the United States (a "qualifying financial
institution") and (ii) the above-captioned Securities are not
being acquired by or on behalf of a United States person or for
offer to resell or for resale to a United States person or any
person inside the United States or, if a beneficial interest in
the Securities is being acquired by or on behalf of a United
States person, that such United States person is a qualifying
financial institution. If the undersigned is a clearing
organization, the undersigned has obtained a similar certificate
from its member organizations on which this certificate is based;
provided that, if the undersigned has actual knowledge that the
information contained in such a certificate is false, the
undersigned will not pay interest in respect of such Securities
to, or credit interest in respect of such Securities to the
account of, or deliver a security in temporary or definitive
beater form to, the person who signed such certificate,
notwithstanding the delivery of such certificate to the
undersigned.
As used herein, "United States person" means any citizen or
resident of the United States, any corporation, partnership or
other entity created or organized in or under the laws of the
United States and any estate or trust the income of which is
subject to United States Federal income taxation regardless of
its source, and "United States" means the United States of
America (including the States and the District of Columbia), its
territories, its possessions and other areas subject to its
jurisdiction.
We understand that this certificate may be required in
connection with certain tax legislation in the United States. If
administrative or legal proceedings are commenced or threatened
in connection with which this certificate is or would be
relevant, we irrevocably authorize you to produce this
certificate or a copy thereof to any interested party in such
proceedings.
Dated: -------------------, 19--.
{To be dated on or after the
most recent Interest Payment Date]
[Name of Person Entitled
to Receive Interest]
----------------------------
(Authorized Signatory)
Name:-----------------------
Title:----------------------
Exhibit 4(d)
------------------------------------------------------------------
THE MEAD CORPORATION
TO
BANKERS TRUST COMPANY, TRUSTEE
------------------------------
Third Supplemental Indenture
Dated as of November --, 1991
TO INDENTURE
Dated as of July 15, 1982
As Amended by
First Supplemental Indenture
Dated as of March 1, 1987
And As Amended by
Second Supplemental Indenture
Dated as of October 15, 1989
THIRD SUPPLEMENTAL INDENTURE, dated as of November __, 1991,
between THE MEAD CORPORATION, a corporation duly organized and
existing under the laws of the State of Ohio (the "Company"),
having its principal offices at Dayton, Ohio and BANKERS TRUST
COMPANY, a corporation duly organized and existing under the laws
of the State of New York, as Trustee (the "Trustee").
WHEREAS, the Company has heretofore executed and delivered to
the Trustee an Indenture, dated as of July 15, 1982, a First
Supplemental Indenture (the "First Supplemental Indenture"), dated
as of March 1, 1987, and a Second Supplemental Indenture (the
"Second Supplemental Indenture"), dated as of October 15, 1989 (as
so supplemented, the "Indenture"), providing for the issuance from
time to time of its unsecured debentures, notes and other
evidences of indebtedness (herein and therein called the
"Securities"), to be issued in one or more series as in the
Indenture provided;
WHEREAS, Sections 901(5) and 901(9) of the Indenture provide,
among other things, that the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time,
may enter into an indenture supplemental to the Indenture (1) for
the purpose of changing or eliminating any provision of the
Indenture, provided that such change or elimination becomes
effective only when there is no Security Outstanding of any series
created prior to the execution of such supplemental indenture
which is entitled to the benefit of such provision and (2) for the
purpose of making any other provisions with respect to matters
arising under the Indenture, provided that such action does not
adversely affect the interests of the Holders of Securities of any
series in any material respect;
WHEREAS, the Company pursuant to the foregoing authority,
proposed in and by this Third Supplemental Indenture to amend the
Indenture in certain respects with respect to the Securities of
any series created on or after the date hereof; and
WHEREAS, all things necessary to make this Third Supplemental
Indenture a valid agreement of the Company, in accordance with its
terms, have been done.
AGREEMENT
NOW, THEREFORE, the Company and the Trustee hereby agree as
follows:
1. References to "The International Stock Exchange of the
United Kingdom and the Republic of Ireland" in Sections
106 and 1002 are hereby amended to "the London Stock
Exchange."
2. The definition of "United States" in Section 101 of the
Indenture is hereby amended to read in full as follows:
"United States" means the United States of America
(including the States thereof and the District of
Columbia), and its possessions, which include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa,
Wake Island and the Northern Mariana Islands.
3. Section 302 of the Indenture is hereby amended to read
in full as follows:
Unless otherwise provided as contemplated by Section 301
with respect to the Securities of any series, the
Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple
thereof, except that Bearer Securities of each series,
if any, shall be issuable in the denomination of $5,000.
4. The proviso to the first sentence of the third paragraph
of Section 303 is hereby amended to read in full as
follows:
provided, however, that in connection with its original
issuance, no Bearer Security (including any Security in
global form that is either a Bearer Security or
exchangeable for Bearer Securities) or Security
delivered in exchange for an interest in the temporary
Global Security shall be mailed or otherwise delivered
to any location in the United States; and provided
further that a Bearer Security (other than a temporary
Global Security) and any Security delivered in exchange
for an interest in the temporary Global Security may be
delivered, in connection with its original issuance,
only if the Person entitled to receive such Security
shall have furnished a certificate in the form set forth
in Exhibit A to this Indenture, dated no earlier than 15
days prior to (i) any Interest Payment Date that occurs
prior to the Exchange Date (as defined in Section 304)
with respect to a temporary Global Security for such
Security or (ii) the earlier of the date on which such
Security is delivered or the date on which any temporary
Global Security first becomes exchangeable for such
Securities in accordance with the terms of such
temporary Security or this Indenture.
5. The proviso to the second sentence of the fourth
paragraph of Section 304 is hereby amended to read in
full as follows:
provided, however, that, unless otherwise specified in
such temporary Global Security, or unless interest is
payable on the temporary Global Security on an Interest
Payment Date occurring prior to the Exchange Date for
Securities of such series and the certifications
described in the second succeeding paragraph hereafter
is provided, upon such presentation by the Common
Depositary, such temporary Global Security is
accompanied by a certificate dated the Exchange Date or
a subsequent date and signed by Euro-clear as to the
portion of such temporary Global Security held for its
account then to be exchanged and a certificate dated the
Exchange Date or a subsequent date and signed by CEDEL
S.A. as to the portion of such temporary Global Security
held for its account then to be exchanged, each in the
form set forth in Exhibit B to this Indenture.
6. The first sentence of the fifth paragraph of Section
304 is hereby amended in full as follows:
Unless otherwise specified in such temporary Global
Security, the interest of a beneficial owner of
Securities of a series in a temporary Global Security
shall be exchanged for definitive Securities of the same
series and of like tenor following the Exchange Date
upon the receipt by Euro-clear or CEDEL S.A., as the
case may be, of a certificate in the form set forth in
Exhibit A to this Indenture, dated no earlier than 15
days prior to (i) any Interest Payment Date that occurs
prior to the Exchange Date or (ii) the Exchange Date,
copies of which certificate shall be available from the
offices of Euro-clear and CEDEL S.A., the Trustee, any
Authenticating Agent appointed for such series of
Securities and each Paying Agent.
7. The sixth paragraph of Section 304 is hereby amended in
full as follows:
Until exchanged in full as hereinabove provided, the
temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as
definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that
no interest shall be payable on a temporary Global
Security on any Interest Payment Date occurring after
the Exchange Date for Securities of such series. Unless
otherwise specified as contemplated by Section 301,
interest payable on a temporary Global Security on any
Interest Payment Date prior to the Exchange Date for
Securities of such series shall be payable to Euro-clear
and CEDEL S.A. on such Interest Payment Date only upon
delivery by Euro-clear and CEDEL S.A. to the Trustee of
a certificate or certificates in the form set forth in
Exhibit B to this Indenture, dated no earlier than 15
days prior to the Interest Payment Date, for credit
without further interest on or after such Interest
Payment Date to the respective accounts of the Persons
for which Euro-clear or CEDEL S.A., as the Case may be,
holds such temporary Global Security on such Interest
Payment Date and who have each delivered to Euro-clear
and CEDEL S.A., as the case may be, a certificate in the
form set forth in Exhibit A to this Indenture.
Notwithstanding anything to the contrary herein
contained, the certifications made pursuant to this
paragraph shall satisfy the certification requirements
of the preceding two paragraphs of this Section 304 and
of the tenth paragraph of Section 305. The delivery of
such certification by Persons for whom Euro-clear or
CEDEL S.A., as the case may be, holds such temporary
Global Security shall constitute irrevocable
instructions by such Person to Euro-clear or CEDEL S.A.
to exchange such Person's interest in the temporary
Global Security for definitive Securities of the same
series and of like tenor on the Exchange Date. Any
interest so received by Euro-clear and CEDEL S.A. and
not paid as herein provided shall be returned to the
Trustee immediately prior to the expiration of two years
after such Interest Payment Date in order to be repaid
to the Company in accordance with Section 1003.
8. The first proviso to the third sentence of the tenth
paragraph of Section 305 is hereby amended in full as
follows:
provided, however, that no definitive Bearer Security
shall be delivered in exchange for a temporary Global
Security except in accordance with the delivery of a
certificate required by Section 304;
9. Exhibits A, B, C and D to the Indenture are hereby
deleted, and new Exhibits A and B are added to the end
thereof, as such Exhibits are attached to this Third
Supplemental Indenture.
10. All provisions of this Third Supplemental Indenture
shall be deemed to be incorporated in, and made a part
of the Indenture; and the Indenture, as supplemented by
the First Supplemental Indenture, the Second
Supplemental Indenture and this Third Supplemental
Indenture, shall be read, taken and construed as one and
same instrument.
11. The Trustee accepts the trusts created by the Indenture,
as supplemented by this Third Supplemental Indenture,
and agrees to perform the same upon the terms and
conditions in the Indenture, as supplemented by the
First Supplemental Indenture, the Second Supplemental
Indenture and this Third Supplemental Indenture.
12. The recitals contained in the Indenture and the
Securities, except the Trustee's certificate of
authentication, shall be taken as statement of the
Company, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations
as to the validity or sufficiency of the Indenture or
the Securities.
13. All amendments to the Indenture made hereby shall have
effect only with respect to the Securities of any series
created on or after the date hereof, and not with
respect to the Securities of any series created prior to
the date hereof.
14. All capitalized terms used and not defined herein shall
have the respective meanings assigned to them in the
Indenture.
15. Except to the extent specifically provided therein, no
provision of this Third Supplemental Indenture or any
future supplemental indenture is intended to modify, and
the parties do hereby adopt and confirm, the provisions
of Section 318(c) of the Trust Indenture Act which amend
and supersede provisions of the Indenture in effect
prior to November 15, 1990.
16. This Third Supplemental Indenture may be executed in any
number of counterparts, each of which when so executed
shall be deemed to be an original, but all such
counterparts shall together constitute but one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed, and their respective
seals to be hereunto affixed and attested, all as of the date
first above written.
THE MEAD CORPORATION
By:---------------------------
Title:
[Corporate Seal]
Attest:
-----------------------------
Title:
BANKERS TRUST COMPANY
By:---------------------------
Title:
(Corporate Seal]
Attest:
-----------------------------
Title:
State of )
) ss:
County of )
On the -- day of November, 1991, before me personally
came ---------------------, to be known, who being duly sworn, did
depose and say that he is ------------------------- of THE MEAD
CORPORATION, one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board
of Directors of said corporation, and that he signed his name
thereto by like authority.
------------------------------------
Notary Public
State of )
) ss:
County of )
On the ---- day of November, 1991, before me personally
came ---------------------, to be known, who being duly
sworn, did depose and say that he is ------------------ of
BANKERS TRUST COMPANY, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of
said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board
of Directors of said corporation, and that he signed his name
thereto by like authority.
-----------------------------------
Notary Public
EXHIBIT A
[FORM OF CERTIFICATE TO BE GIVEN BY
PERSON ENTITLED TO RECEIVE BEARER SECURITY
OR TO OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE}
CERTIFICATE
-----------------------
[Insert title or sufficient description of Securities to be delivered]
This is to certify that as of the date hereof, and except as
set forth below, the above-captioned Securities held by you for
our account (i) are owned by persons(s) that are not citizens or
residents of the United States, domestic partnerships, domestic
corporations or any estate or trust the income of which is subject
to United States federal income taxation regardless of its source
("United States person(s)"), (ii) are owned by United States
person(s) that are (a) foreign branches of United States financial
institutions (as defined in United States Treasury Regulations
Section 1.165-12(c)(1)(v)) purchasing for their own account or for
resale, or (b) United States person(s) who acquired the Securities
through foreign branches of United States financial institutions
and who hold the Securities through such United States financial
institutions on the date hereof (and in either case (a) or (b),
each such United States financial institution hereby agrees, on
its own behalf or through its agent, that you may advise the
Issuer or its agent that such financial institution will comply
with the requirements of Section 165(j)(3)(A), (B) or (C) of the
United States Internal Revenue Code of 1986, as amended, and the
regulations thereunder), or (iii) are owned by United States or
foreign financial institutions for purposes of resale during the
restricted period (as defined in United States Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, in addition, if
the owner is a United States or foreign financial institution
described in clause (iii) above (whether or not also described in
clause (i) or (ii)), this is to further certify that such
financial institution has not acquired the Securities for purposes
of resale directly or indirectly to a United States person or to a
person within the United States or its possessions.
As used herein, "United States" means the United States of
America (including the States and District of Columbia); and its
"possessions" include Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands.
We undertake to advise you promptly by tested telex or by
electronic transmission on or prior to the date on which you
intend to submit your certification relating to the above-
captioned Securities held by you for our account in accordance
with your Operating Procedures if any applicable statement herein
is not correct on such date, and in the absence of any such
notification it may be assumed that this certification applies as
of such date.
This certificate excepts and does not relate to
of such interest in the above-captioned Securities in respect of
which we are not able to certify and as to which we understand an
exchange for an interest in a permanent Global Security or an
exchange for and delivery of definitive Securities (or, if
relevant, collection of an interest) cannot be made until we do so
certify.
We understand that this certificate may be required in
connection with certain tax legislation in the United States. If
administrative or legal proceedings are commenced or threatened in
connection with which this certificate is or would be relevant, we
irrevocably authorize you to produce this certificate or a copy
thereof to any interested party in such proceedings.
Date:--------------------, 19--
[To be dated no earlier
than the 15th day prior to
(i) the Exchange Date or (ii)
the relevant Interest Payment
Date occurring prior to the
Exchange Date, as applicable]
[Name of Person Making
Certification]
-------------------------------------
(Authorized Signatory)
Name:
Title:
EXHIBIT B
[FORM OF CERTIFICATE TO BE GIVEN BY EURO-CLEAR
AND CEDEL S.A. IN CONNECTION WITH THE
EXCHANGE OF A PORTION OF A TEMPORARY
GLOBAL SECURITY OR TO OBTAIN
INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE]
CERTIFICATE
---------------------
[Insert title or sufficient description of Securities to be delivered]
This is to certify that based solely on written
certifications that we have received in writing, by tested telex
or by electronic transmission from each of the persons appearing
in our records as persons entitled to a portion of the principal
amount set forth below (our "Member Organizations") substan-
tially in the form attached hereto, as of the date hereof,
principal amount of the above-captioned Securities (i) is owned by
person(s) that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate or
trust the income of which is subject to United States Federal
income taxation regardless of its source ("United States
person(s)"), (ii) is owned by United States person(s) that are (a)
foreign branches of United States financial institutions (as
defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v))
purchasing for their own account or for resale, or (b) United
States person(s) who acquired the Securities through foreign
branches of United States financial institutions and who hold the
Securities through such United States financial institutions on
the date hereof (and in each case (a) or (b), each such financial
institution has agreed, on its own behalf or through its agent,
that we may advise the Issuer or its agent that such financial
institution will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) is owned by
United States or foreign financial institutions(s) for purposes of
resale during the restricted period (as defined in United States
Treasury Regulations (Section 1.163-5(c)(2)(i)(D)(7)), and to the
further effect, that financial institutions described in clause
(iii) above (whether or not also described in clause (i) and (ii))
have certified that they have not acquired the Securities for
purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.
As used herein, "United States" means the United States of
America (including the States and the District of Columbia); and
its "possessions" include Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana
Islands.
We further certify that (i) we are not making available
herewith for exchange (or, if relevant, collection of any
interest) any portion of the temporary Global Security
representing the above-captioned Securities excepted in the above-
referenced certificates of Member Organizations and (ii) as of the
date hereof we have not received any notification from any of our
Member Organizations to the effect that the statements made by
such Member Organizations with respect to any portion of the part
submitted herewith for exchange (or, if relevant, collection of
any interest) are no longer true and cannot be relied upon as of
the date hereof.
We understand that this certification is required in
connection with certain tax legislation in the United States. If
administrative or legal proceedings are commenced or threatened in
connection with which this certificate is or would be relevant, we
irrevocably authorize you to produce this certificate or a copy
thereof to any interested party in such proceedings.
Date:---------------------, 19--
[To be dated no earlier
than the Exchange Date
or the relevant Interest
Payment Date occurring
prior to the Exchange
Date, as applicable]
[MORGAN GUARANTY TRUST COMPANY
OF NEW YORK,
BRUSSELS OFFICE, as
Operator of the
Euro-clear System]
[CEDEL S.A.]
By -----------------------------------
Exhibit 5(a)
November 14, 1996
The Mead Corporation
Mead World Headquarters
Courthouse Plaza Northeast
Dayton, Ohio 45463
Re: The Mead Corporation
Registration Statement on Form S-3
Gentlemen:
I am Assistant Secretary and Associate General
Counsel of The Mead Corporation, an Ohio corporation (the
"Company"), and, as such, I have acted as counsel to the
Company in connection with the Registration Statement on
Form S-3 (the "Registration Statement"), being filed on
the date hereof by the Company with the Securities and
Exchange Commission (the "Commission"). The Registration
Statement relates to the issuance and sale from time to
time, pursuant to Rule 415 of the General Rules and
Regulations promulgated under the Securities Act of 1933,
as amended (the "Securities Act"), of $850,000,000
aggregate principal amount of the Company's unsecured
debentures, notes or other evidences of indebtedness (the
"Securities").
This opinion is delivered in accordance with
the requirements of Items 601(b)(5) of Regulation S-K
under the Securities Act.
I have examined and am familiar with originals
or copies of such documents, corporate records and other
instruments as I have deemed necessary or appropriate in
connection with this opinion, including (i) the
Registration Statement relating to the Securities;
(ii) the Indenture dated as of July 15, 1982 between the
Company and Bankers Trust Company, as supplemented, and
the Indenture dated as of February 1, 1993 between the
Company and The First National Bank of Chicago (each an
"Indenture") and the form of Indenture between the
Company and other trustees (the "form of Indenture") and,
when authorized, executed and delivered an "Indenture"),
each filed as an exhibit to the Registration Statement;
(iii) the form of the Securities; (iv) the Amended
Articles of Incorporation of the Company as currently in
effect; (v) the Regulations of the Company as currently
in effect; and (vi) resolutions adopted to date by the
Board of Directors of the Company (the "Board of
Directors") relating to the registration of the
Securities.
In my examination, I have assumed the legal
capacity of all natural persons, the genuineness of all
signatures, the authenticity of all documents submitted
to me as originals, the conformity to original documents
of all documents submitted to me as certified, conformed
or photostatic copies and the authenticity of the
originals of such latter documents. I have assumed that
the Indentures have been or will be duly authorized,
executed and delivered by the applicable trustees and
that any Securities that may be issued will be manually
signed or countersigned, as the case may be, by duly
authorized officers of the applicable trustees.
I am a member of the Bar in the State of Ohio
and I do not express any opinion as to the laws of any
other jurisdiction other than the laws of the United
States of America to the extent referred to specifically
herein. Insofar as the opinions set forth below relate
to the Securities as valid, binding and enforceable
obligations of the Company, I have relied solely upon an
opinion letter of even date herewith from Skadden, Arps,
Slate, Meagher & Flom LLP, New York, New York, with
respect to all matters of New York law related thereto.
The Securities may be issued from time to time on a
delayed or continuous basis, and this opinion is limited
to the laws, including the rules and regulations, as in
effect on the date hereof.
Based upon and subject to the foregoing, I am
of the opinion that:
1. The Company has been duly incorporated and
is validly existing as a corporation in good standing
under the laws of the State of Ohio.
2. When (i) the Registration Statement, as
finally amended (including all necessary post-effective
amendments), has become effective and the applicable
Indenture has been qualified under the Trust Indenture
Act of 1939, as amended; (ii) an appropriate prospectus
supplement or term sheet with respect to the Securities
has been prepared, delivered and filed in compliance with
the Securities Act and the applicable rules and
regulations thereunder; (iii) if the Securities are to be
sold pursuant to a firm commitment underwritten offering,
the underwriting agreement with respect to the Securities
has been duly authorized, executed and delivered by the
Company and the other parties thereto; (iv) the Board of
Directors, including any appropriate committee appointed
thereby, and appropriate officers of the Company have
taken all necessary corporate action to approve the
issuance and terms of the Securities and related matters;
(v) the terms of the Securities and of their issuance and
sale have been duly established in conformity with the
applicable Indenture so as not to violate any applicable
law, the Amended Articles of Incorporation or Regulations
of the Company or result in a default under or breach of
any agreement or instrument binding upon the Company and
so as to comply with any requirement or restriction
imposed by any court or governmental body having
jurisdiction over the Company; (vi) the applicable
Indenture has been duly authorized, executed and
delivered by the Company to the applicable Trustee; and
(vii) the Securities have been duly executed and
authenticated in accordance with the provisions of the
applicable Indenture and duly delivered to the purchasers
thereof upon payment of the agreed-upon consideration
therefor, the Securities, when issued and sold in
accordance with the applicable Indenture and the
applicable underwriting agreement, if any, or any other
duly authorized, executed and delivered valid and binding
purchase or agency agreement, will be valid and binding
obligations of the Company, enforceable against the
Company in accordance with their respective terms, except
to the extent that enforcement thereof may be limited by
(a) bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights
generally, (b) general principles of equity (regardless
of whether enforceability is considered in a proceeding
at law or in equity), (c) the waiver of the usury defense
contained in Section 515 of the applicable Indenture may
be unenforceable, (d) requirements that a claim with
respect to any Securities denominated other than in
United States dollars (or a judgment denominated other
than in United States dollars in respect of such claim)
be converted into United States dollars at a rate of
exchange prevailing on a date determined pursuant to
applicable law, and (e) governmental authority to limit,
delay or prohibit the making of payments outside the
United States or in foreign currencies, currency units or
composite currencies.
I hereby consent to the filing of this opinion
with the Commission as Exhibit 5(a) to the Registration
Statement. I also consent to the reference to me under
the heading "Validity of Securities" in the Registration
Statement. In giving this consent, I do not thereby
admit that I am in the category of persons whose consent
is required under Section 7 of the Securities Act or the
Rules and Regulations of the Commission. This opinion is
expressed as of the date hereof unless otherwise
expressly stated and I disclaim any undertaking to advise
you of any subsequent changes of the facts stated or
assumed herein or any subsequent changes in applicable
law.
Very truly yours,
/s/ David L. Santez
David L. Santez
Assistant Secretary and
Associate General Counsel
Exhibit 5(b)
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, 10022-3897
TEL: (212) 735-3000
FAX: (212) 735-2000
November 14, 1996
The Mead Corporation
Mead World Headquarters
Courthouse Plaza Northeast
Dayton, Ohio 45463
Re: The Mead Corporation
Registration Statement on Form S-3
Gentlemen:
This opinion is furnished by us as special counsel for The Mead
Corporation, an Ohio corporation (the "Company"), in connection with the
Registration Statement on Form S-3 (the "Registration Statement") to be
filed on the date hereof by the Company with the Securities and Exchange
Commission (the "Commission"). The Registration Statement relates to the
issuance and sale from time to time, pursuant to Rule 415 of the General
Rules and Regulations promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), of $850,000,000 aggregate principal amount
of the Company's unsecured debentures, notes or other evidences of indebt-
edness (the "Securities").
This opinion is delivered in accordance with the requirements of
Items 601(b)(5) of Regulation S-K under the Securities Act.
We have examined and are familiar with originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate in connection with this opinion, including (i) the Registration
Statement relating to the Securities; (ii) the Indenture dated as of July
15, 1982 between the Company and Bankers Trust Company, as supplemented
by the First Supplemental Indenture, dated as of March 1, 1987, the Second
Supplemental Indenture, dated as of October 15, 1989 and the Third
Supplemental Indenture, dated as of November 15, 1991, and the Indenture
dated as of February 1, 1993 between the Company and The First National
Bank of Chicago (each, an "Indenture"), and the form of Indenture between
the Company and other trustees (the "form of Indenture" and, when duly
authorized, executed and delivered, an "Indenture"), each filed as an
exhibit to the Registration Statement; (iii) the form of the Securities;
(iv) the Amended Articles of Incorporation of the Company, as currently in
effect; (v) the Regulations of the Company as currently in effect; and (vi)
certain resolutions adopted to date by the Board of Directors of the
Company (the "Board of Directors") relating to the registration of the
Securities.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents. As to any facts material to the opinions expressed herein which
were not independently established or verified, we have relied upon oral
or written statements and representations of officers and other
representatives of the Company and others. We have assumed that the
Indentures have been and the form of Indenture will be duly authorized,
executed and delivered by the applicable trustees, and that any Securities
that may be issued will be manually signed or countersigned, as the case
may be, by duly authorized officers of the applicable trustees.
We are members of the Bar in the State of New York and we do not
express any opinion as to the laws of any other jurisdiction other than the
laws of the United States of America to the extent referred to specifically
herein. The Securities may be issued from time to time on a delayed or
continuous basis, and this opinion is limited to the laws, including the
rules and regulations, as in effect on the date hereof.
We have assumed that (i) the Company has duly authorized the
issuance of the Securities and the filing of the Registration Statement
under Ohio law; (ii) the Indentures were duly authorized, executed and
delivered by the Company under Ohio law and the form of Indenture will be
duly authorized, executed and delivered by the Company under Ohio law;
(iii) the choice of New York law in the Indentures is legal and valid under
the laws of other applicable jurisdictions; and (iv) the execution and
delivery by the Company of the Indentures and the form of Indenture and the
Securities and the performance by the Company of its obligations thereunder
will not violate or conflict with any laws of the State of Ohio. Reference
is made to the opinion of David L. Santez, Assistant Secretary and
Associate General Counsel of the Company, filed as Exhibit 5(a) to the
Registration Statement, with respect to matters under the laws of the
State of Ohio, and our opinions set forth herein are subject to the same
limitations, qualifications and assumptions set forth in such opinion.
Based upon and subject to the foregoing, we are of the opinion
that when (i) the Registration Statement, as finally amended (including all
necessary post-effective amendments), has become effective and the
applicable Indenture has been qualified under the Trust Indenture Act of
1939, as amended; (ii) an appropriate prospectus supplement or term sheet
with respect to the Securities has been prepared, delivered and filed in
compliance with the Securities Act and the applicable rules and regula-
tions thereunder; (iii) if the Securities are to be sold pursuant to a firm
commitment underwritten offering, the underwriting agreement with respect
to the Securities has been duly authorized, executed and delivered by the
Company and the other parties thereto; (iv) the Board of Directors,
including any appropriate committee appointed thereby, and appropriate
officers of the Company have taken all necessary corporate action to
approve the issuance and terms of the Securities and related matters; (v)
the terms of the Securities and of their issuance and sale have been duly
established in conformity with the applicable Indenture so as not to
violate any applicable law, the Amended Articles of Incorporation or
Regulations of the Company or result in a default under or breach of any
agreement or instrument binding upon the Company and so as to comply with
any requirement or restriction imposed by any court or governmental body
having jurisdiction over the Company; and (vi) the Securities have been
duly executed and authenticated in accordance with the provisions of the
applicable Indenture and duly delivered to the purchasers thereof upon
payment of the agreed-upon consideration therefor, the Securities, when
issued and sold in accordance with the applicable Indenture and the
applicable underwriting agreement, if any, or any other duly authorized,
executed and delivered valid and binding purchase or agency agreement, will
be valid and binding obligations of the Company, enforceable against the
Company in accordance with their respective terms, except to the extent
that enforcement thereof may be limited by (a) bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar laws now
or hereafter in effect relating to creditors' rights generally, (b) general
principles of equity (regardless of whether enforceability is considered in
a proceeding at law or in equity), (c) the waiver contained in Section 515
of the applicable Indenture may be unenforceable, (d) requirements that a
claim with respect to any Securities denominated other than in United
States dollars (or a judgment denominated other than in United States
dollars in respect of such claim) be converted into United States dollars
at a rate of exchange prevailing on a date determined pursuant to
applicable law, and (e) governmental authority to limit, delay or prohibit
the making of payments outside the United States or in foreign curren-
cies, currency units or composite currencies.
David L. Santez, Assistant Secretary and Associate General
Counsel of the Company, is permitted to rely upon this opinion for the
purpose of delivering his opinion to the Company in its capacity as counsel
to the Company in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act. We hereby consent to the filing of
this opinion with the Commission as Exhibit 5(b) to the Registration
Statement. We also consent to the reference to us under the heading
"Validity of Securities" in the Registration Statement. In giving this
consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act or the
Rules and Regulations of the Commission promulgated thereunder. This
opinion is expressed as of the date hereof unless otherwise expressly
stated, and we disclaim any undertaking to advise you of any subsequent
changes of the facts stated or assumed herein or any subsequent changes in
applicable law.
Very truly yours,
/s/ SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
EXHIBIT 12
THE MEAD CORPORATION
RATIO OF EARNINGS TO FIXED CHARGES
(Mead and consolidated subsidiaries, with Mead's share of investees)
<TABLE>
<CAPTION>
Three
Quarters
Ended Year Ended December 31,
Sept. 29, ------------------------------------------------
1996 1995 1994 1993 1992 1991
------------- --------- -------- ------- ------ ------
(All dollar amounts in millions)
Earnings:
<S> <C> <C> <C> <C> <C> <C>
The Mead Corporation earnings
from continuing operations before
income taxes $252.9 $487.7 $52.4 $135.0 $15.8 $64.3
Mead's share of earnings (loss) of investees
before income taxes 1.6 63.4 95.7 30.3 9.4 (31.1)
Interest and debt expense 51.5 86.0 113.4 107.5 116.0 137.4
Amortization of capitalized interest 4.1 5.2 5.9 7.9 6.4 6.5
12.2 16.9 18.0 16.5 17.3 16.4
Portion of rental expense deemed to be interest ------ ------ ------ ------ ------ ------
$322.3 $659.2 $285.4 $297.2 $164.9 $193.5
====== ====== ====== ====== ====== ======
Combined fixed charges:
Interest and debt expense:
The Mead Corporation $40.3 $69.4 $101.1 $94.6 $99.5 $112.9
Mead's share of investees 11.2 16.6 12.3 12.9 16.5 24.5
---- ----- ------ ----- ----- -----
51.5 86.0 113.4 107.5 116.0 137.4
---- ---- ------ ------ ----- ------
Capitalized interest: 5.3 2.0 5.7 2.6 2.3 4.5
The Mead Corporation ---- ---- ------ ------ ----- ------
Amortization of capitalized interest:
The Mead Corporation 3.6 4.5 4.6 6.5 4.9 4.9
Mead's share of investees 0.5 0.7 1.3 1.4 1.5 1.6
---- ---- ------ ------ ----- -----
4.1 5.2 5.9 7.9 6.4 6.5
---- ---- ------ ------ ----- -----
Portion of rental expense deemed to be interest:
The Mead Corporation 11.9 16.4 17.6 16.2 17.3 16.3
Mead's share of investees 0.3 0.5 0.4 0.3 0.0 0.1
---- ----- ----- ------ ----- -----
12.2 16.9 18.0 16.5 17.3 16.4
---- ------ ------ ------ ----- -------
69.0 $104.9 $137.1 $126.6 $135.6 $158.3
===== ====== ====== ====== ====== ======
Ratio of earnings to fixed charges 4.7 6.3 2.1 2.3 1.2 1.2
===== ====== ====== ====== ====== =====
</TABLE>
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement, related to debt securities, of
The Mead Corporation on Form S-3 of our report dated
January 25, 1996, appearing in the Annual Report on Form
10-K of The Mead Corporation for the year ended December
31, 1995, and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this
Registration Statement
Dayton, Ohio DELLOITTE & TOUCHE LLP
November 12, 1996
Exhibit 25(a)
--------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT
OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2) ___________
------------------------------
BANKERS TRUST COMPANY
(Exact name of trustee as specified in its charter)
NEW YORK 13-4941247
(Jurisdiction of Incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification no.)
FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
(Address of principal (Zip Code)
executive offices)
BANKERS TRUST COMPANY
LEGAL DEPARTMENT
130 LIBERTY STREET, 31ST FLOOR
NEW YORK, NEW YORK 10006
(212) 250-2201
(Name, address and telephone number of agent for service)
---------------------------------
THE MEAD CORPORATION
(Exact name of obligor as specified in its charter)
OHIO 31-0535759
(State or other jurisdiction of (I.R.S. employer
Incorporation or organization) Identification no.)
MEAD WORLD HEADQUARTERS
COURTHOUSE PLAZA NORTHEAST
DAYTON, OHIO 45463
(Address of principal executive offices) (Zip Code)
$550,000,000 DEBT SECURITIES
(Title of the indenture securities)
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee.
(a) Name and address of each examining or supervising
authority to which it is subject.
NAME ADDRESS
---- -------
Federal Reserve Bank (2nd District) New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, NY
(b) Whether it is authorized to exercise corporate trust
powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the Trustee, describe
each such affiliation.
None.
ITEM 3. -15. NOT APPLICABLE
ITEM 16. LIST OF EXHIBITS.
EXHIBIT 1 - Restated Organization Certificate of
Bankers Trust Company dated August 7, 1990,
Certificate of Amendment of the Organization
Certificate of Bankers Trust Company dated June 21,
1995 - Incorporated herein by reference to Exhibit 1
filed with Form T-1 Statement, Registration No.
33-65171, and Certificate of Amendment of the
Organization Certificate of Bankers Trust Company
dated March 21, 1996, copy attached.
EXHIBIT 2 - Certificate of Authority to commence
business - Incorporated herein by reference to Exhibit
2 filed with Form T-1 Statement, Registration No.
33-21047.
EXHIBIT 3 - Authorization of the Trustee to exercise
corporate trust powers - Incorporated herein by
reference to Exhibit 2 filed with Form T-1 Statement,
Registration No. 33-21047.
EXHIBIT 4 - Existing By-Laws of Bankers Trust
Company, dated as amended on October 19, 1995. -
Incorporated herein by reference to Exhibit 4 filed
with Form T-1 Statement, Registration No. 33-65171.
EXHIBIT 5 - Not applicable.
EXHIBIT 6 - Consent of Bankers Trust Company required
by Section 321(b) of the Act. - Incorporated herein by
reference to Exhibit 4 filed with Form T-1 Statement,
Registration No. 22-18864.
EXHIBIT 7 - A copy of the latest report of condition
of Bankers Trust Company dated as of July 31, 1996.
EXHIBIT 8 - Not Applicable.
EXHIBIT 9 - Not Applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939,
as amended, the trustee, Bankers Trust Company, a corporation organized and
existing under the laws of the State of New York, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in The City of New York, and State of New
York, on the 13th day of November, 1996.
BANKERS TRUST COMPANY
By: /s/ Kevin Weeks
------------------------------
Kevin Weeks
Assistant Treasurer
Legal Title of Bank: Bankers Trust Company Call Date:
6/30/96 ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Vendor ID: D CERT: 00623 Page RC-1
City, State ZIP: New York, NY 10006 11
FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS JUNE 30, 1996
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, reported the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
C400
Dollar Amounts
in Thousands RCFD Bil Mil Thou
ASSETS
<S> <C> <C> <C> <C> <C>
1. Cash and balances due from depository institutions
from Schedule RC-A):
a. Noninterest-bearing balances and currency
and coin(1)............. ............................ 0081 1,631,000 1.a.
b. Interest-bearing balances(2)......................... 0071 2,066,000 1.b.
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B,
column A)........ ................................... 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B,
column D)...... ..................................... 1773 3,761,000 2.b.
3. Federal funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBFs:
a. Federal funds sold................................... 0276 5,162,000 3.a.
b. Securities purchased under agreements to resell...... 0277 4,192,000 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from
Schedule RC-C)RCFD 2122 24,849,000 4.a.
b. LESS: Allowance for loan and lease
losses...............RCFD 3123 ...................... 923,000 4.b.
c. LESS: Allocated transfer risk reserve....RCFD 3128 . 0 4.c.
d. Loans and leases, net of unearned income, allowance,
and reserve (item 4.a minus 4.b and 4.c 2125 23,926,000 4.d.
5. Assets held in trading accounts......................... 3545 33,052,000 5.
6. Premises and fixed assets (including capitalized
leases)............. ................................... 2145 858,000 6.
7. Other real estate owned (from Schedule RC-M)............ 2150 216,000 7.
8. Investments in unconsolidated subsidiaries and
associated companies (from Schedule RC-M) ............... 2130 271,000 8.
9. Customers' liability to this bank on acceptances
outstanding......... ................................... 2155 572,000 9.
10. Intangible assets (from Schedule RC-M).................. 2143 18,000 10.
11. Other assets (from Schedule RC-F)....................... 2160 7,612,000 11.
12. Total assets (sums of items 1 through 11)............... 2170 83,337,000 12.
</TABLE>
- ---------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
<TABLE>
<CAPTION>
LIABILITIES
13. Deposits:
<S> <C> <C> <C> <C> <C>
a. In domestic offices (sum of totals of columns A
and C from Schedule RC-E, part I) RCON 2200 9,040,000 13.a.
(1) Noninterest-bearing(1)...RCON 6631 3,569,000... 13.a.(1)
(2) Interest-bearing.........RCON 6636 5,471,000... 13.a.(2)
b. In foreign offices, Edge and Agreement
subsidiaries, and IBFs (from Schedule RC-E part II RCFN 2200 19,648,000 13.b.
(1)Noninterest-bearing.......................RCFN 6631 494,000 13.
(2)Interest-bearing..........................RCFN 6636 19,154,000 13.b.(2)
14. Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBFs:
a. Federal funds purchased.............................. RCFD 0278 2,564,000 14.a.
b. Securities sold under agreements to repurchase....... RCFD 0279 790,000 14.b.
15. a. Demand notes issued to the U.S. Treasury............. RCON 2840 0 15.a.
b. Trading liabilities.................................. RCFD 3548 18,177,000 15.b.
16. Other borrowed money:
a. With original maturity of one year or less........... RCFD 2332 16,421,000 16.a.
b. With original maturity of more than one year......... RCFD 2333 3,388,000 16.b.
17. Mortgage indebtedness and obligations under capitalized
leases....... .......................................... RCFD 2910 31,000 17.
18. Bank's liability on acceptances executed and outstanding RCFD 2920 572,000 18.
19. Subordinated notes and debentures....................... RCFD 3200 1,227,000 19.
20. Other liabilities (from Schedule RC-G).................. RCFD 2930 6,911,000 20.
21. Total liabilities (sum of items 13 through 20).......... RCFD 2948 78,769,000 21.
22. Limited Life preferred stock and related surplus........ RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus........... RCFD 3838 500,000 23.
24. Common stock............................................ RCFD 3230 1,002,000 24.
25. Surplus (exclude all surplus related to preferred
stock)............. .................................... RCFD 3839 528,000 25.
26. a. Undivided profits and capital reserves............... RCFD 3632 2,915,000 26.a.
b. Net unrealized holding gains (losses) on
available-for-sale securities .......................... RCFD 8434 (5,000) 26.b.
27. Cumulative foreign currency translation adjustments..... RCFD 3284 (372,000) 27.
28. Total equity capital (sum of items 23 through 27).......
29. Total liabilities, limited-life preferred stock, and
equity capital (sum of items 21, 22, and 28 ............ RCFD 3300 83,337,000 29.
Memorandum
To be reported only with the March Report of Condition.
Number
1. Indicate in the box at the right the number of the statement ------
below that best describes the most comprehensive level of auditing
work performed for the bank by independent external auditors as of
any date during 1995............................................... RCFD 6724 2 M.1
<S> <C>
1 = Independent audit of the bank conducted in accordance with general- 5 = Review of the bank's financial statements by
ly accepted auditing standards by a certified public accounting external auditors
firm which submits a report on the bank ..........................
2 = Independent audit of the bank's parent holding company conducted 6 = Compilation of the bank's financial statements
in accordance with generally accepted auditing standards by a by external auditors
certified public accounting firm which submits a report on the
consolidated holding company (but not on the bank separately) .....
3 = Directors' examination of the bank conducted in accordance with 7 = Other audit procedures (excluding tax preparation
generally accepted auditing standards by a public accounting firm work)
(may be required by state chartering authority) ...................
4 = Directors' examination of the bank performed by other
external auditors (may be required by state chartering authority) . 8 = No external audit work
<FN>
- ---------------
(1) Including total demand deposits and non-interest-bearing time
and savings deposits.
</TABLE>
State of New York,
Banking Department
I, PETER M. PHILBIN, Deputy Superintendent of Bank of the State of
New York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY UNDER
SECTION 8005 OF THE BANKING LAW," dated March 20, 1996, providing for an
increase in authorized capital stock from $1,351,666,670 consisting of
85,166,667 shares with a par value of $10 each designated as Common Stock and
500 shares with a par value of $1,000,000 each designated as Series Preferred
Stock to $1,501,666,670 consisting of 100,166,667 shares with a par value of
$10 each designated as Common Stock and 500 shares with a par value of
$1,000,000 each designated as Series Preferred Stock.
WITNESS, my hand and official seal of the Banking Department at the
City of New York, this 21ST day of MARCH in the Year of our Lord one
thousand nine hundred and NINETY-SIX.
/s/ Peter M. Philbin
----------------------------------
Deputy Superintendent of Banks
CERTIFICATE OF AMENDMENT
OF THE
ORGANIZATION CERTIFICATE
OF BANKERS TRUST
Under Section 8005 of the Banking Law
-----------------------------
We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a
Managing Director and an Assistant Secretary of Bankers Trust Company, do
hereby certify:
1. The name of the corporation is Bankers Trust Company.
2. The organization certificate of said corporation was filed by
the Superintendent of Banks on the 5th of March, 1903.
3. The organization certificate as heretofore amended is hereby
amended to increase the aggregate number of shares which the corporation
shall have authority to issue and to increase the amount of its authorized
capital stock in conformity therewith.
4. Article III of the organization certificate with reference to
the authorized capital stock, the number of shares into which the capital
stock shall be divided, the par value of the shares and the capital stock
outstanding, which reads as follows:
"III. The amount of capital stock which the corporation is hereafter
to have is One Billion, Three Hundred Fifty One Million, Six Hundred
Sixty-Six Thousand, Six Hundred Seventy Dollars ($1,351,666,670),
divided into Eighty-Five Million, One Hundred Sixty-Six Thousand, Six
Hundred Sixty-Seven (85,166,667) shares with a par value of $10 each
designated as Common Stock and 500 shares with a par value of One
Million Dollars ($1,000,000) each designated as Series Preferred
Stock."
is hereby amended to read as follows:
"III. The amount of capital stock which the corporation is hereafter
to have is One Billion, Five Hundred One Million, Six Hundred
Sixty-Six Thousand, Six Hundred Seventy Dollars ($1,501,666,670),
divided into One Hundred Million, One Hundred Sixty Six Thousand, Six
Hundred Sixty-Seven (100,166,667) shares with a par value of $10 each
designated as Common Stock and 500 shares with a par value of One
Million Dollars ($1,000,000) each designated as Series Preferred
Stock."
6. The foregoing amendment of the organization certificate was
authorized by unanimous written consent signed by the holder of all
outstanding shares entitled to vote thereon.
IN WITNESS WHEREOF, we have made and subscribed this certificate
this 20th day of March , 1996.
/s/ James T. Byrne, Jr.
---------------------------
James T. Byrne, Jr.
Managing Director
/s/ Lea Lahtinen
---------------------------
Lea Lahtinen
Assistant Secretary
State of New York )
) ss:
County of New York )
Lea Lahtinen, being fully sworn, deposes and says that she is an
Assistant Secretary of Bankers Trust Company, the corporation described in
the foregoing certificate; that she has read the foregoing certificate and
knows the contents thereof, and that the statements herein contained are
true.
/s/ Lea Lahtinen
---------------------------
Lea Lahtinen
Sworn to before me this 20th day
of March, 1996.
Sandra L. West
- ---------------------------------
Notary Public
SANDRA L. WEST Counterpart filed in the
Notary Public State of New York Office of the Superintendent of
No. 31-4942101 Banks, State of New York,
Qualified in New York County This 21st day of March, 1996
Commission Expires September 19, 1996
EXHIBIT 25(b)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
THE FIRST NATIONAL BANK OF CHICAGO
(Exact name of trustee as specified in its charter)
A National Banking Association 36-0899825
(I.R.S. employer
identification number)
One First National Plaza, Chicago, Illinois 60670-0126
(Address of principal executive offices) (Zip Code)
The First National Bank of Chicago
One First National Plaza, Suite 0286
Chicago, Illinois 60670-0286
Attn: Lynn A. Goldstein, Law Department (312) 732-6919
(Name, address and telephone number of agent for service)
THE MEAD CORPORATION
(Exact name of obligor as specified in its charter)
Ohio 31-0535759
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
Mead World Headquarters
Courthouse Plaza Northwest
Dayton, Ohio 45463
(Address of principal executive offices) (Zip Code)
Debt Securities
(Title of Indenture Securities)
Item 1. General Information. Furnish the following
information as to the trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
Comptroller of Currency, Washington, D.C., Federal
Deposit Insurance Corporation, Washington, D.C., The
Board of Governors of the Federal Reserve System,
Washington D.C.
(b) Whether it is authorized to exercise corporate
trust powers.
The trustee is authorized to exercise corporate trust
powers.
Item 2. Affiliations With the Obligor. If the obligor
is an affiliate of the trustee, describe each
such affiliation.
No such affiliation exists with the trustee.
Item 16. List of exhibits. List below all exhibits filed as a
part of this Statement of Eligibility.
1. A copy of the articles of association of the
trustee now in effect.*
2. A copy of the certificates of authority of the
trustee to commence business.*
3. A copy of the authorization of the trustee to
exercise corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by
Section 321(b) of the Act.
7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939,
as amended, the trustee, The First National Bank of Chicago, a
national banking association organized and existing under the
laws of the United States of America, has duly caused this
Statement of Eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of
Chicago and State of Illinois, on the 12th day of November,
1996.
The First National Bank of Chicago,
Trustee
By /s/ Richard D. Manella
Richard D. Manella
Vice President
* Exhibits 1, 2, 3 and 4 are herein incorporated by reference to
Exhibits bearing identical numbers in Item 16 of the Form T-1 of The
First National Bank of Chicago, filed as Exhibit 25.1 to the
Registration Statement on Form S-3 of SunAmerica Inc. filed with the
Securities and Exchange Commission on October 25, 1996 (Registration
No. 333-14201).
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
November 12, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of an indenture between The Mead
Corporation and The First National Bank of Chicago, the undersigned,
in accordance with Section 321(b) of the Trust Indenture Act of 1939,
as amended, hereby consents that the reports of examinations of the
undersigned, made by Federal or State authorities authorized to make
such examinations, may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefor.
Very truly yours,
The First National Bank of Chicago
By: /s/ Richard D. Manella
Richard D. Manella
Vice President
EXHIBIT 7
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/96
Address: One First National Plaza, Ste 0460 ST-BK: 17-1630
City, State Zip: Chicago, IL 60670 FFIEC 031
FDIC Certificate No.: 0/3/6/1/8 Page RC-1
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for June 30, 1996
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
Schedule RC--Balance Sheet
<TABLE>
<CAPTION>
Dollar Amounts in C400 -
Thousands RCFD BIL MIL THOU
ASSETS
<S> <C> <C> <C> <C>
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1)........... 0081 3,572,641 1.a.
b. Interest-bearing balances(2).................................... 0071 6,958,367 1.b.
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A)....... 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D)......... 1773 1,448,974 2.b.
3. Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal Funds sold.............................................. 0276 5,020,878 3.a.
b. Securities purchased under agreements to resell....... 0277 918,688 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C).............................................................. RCFD 2122 19,125,160 4.a.
b. LESS: Allowance for loan and lease losses....................... RCFD 3123 379,232 4.b.
c. LESS: Allocated transfer risk reserve........................... RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c).................. 2125 18,745,928 4.d.
5. Assets held in trading accounts.................................... 3545 9,599,172 5.
6. Premises and fixed assets (including capitalized leases)........... 2145 623,289 6.
7. Other real estate owned (from Schedule RC-M)............. 2150 8,927 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)..................................... 2130 57,280 8.
9. Customers' liability to this bank on acceptances outstanding....... 2155 632,259 9.
10. Intangible assets (from Schedule RC-M)............................. 2143 156,715 10.
11. Other assets (from Schedule RC-F).................................. 2160 1,592,088 11.
12. Total assets (sum of items 1 through 11)........................... 2170 49,335,206 12.
- -------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/96
Address: One First National Plaza, Ste 0460 ST-BK: 17-1630
City, State Zip: Chicago, IL 60670 FFIEC 031
FDIC Certificate No.: 0/3/6/1/8 Page RC-2
Dollar Amounts in
Thousands Bil Mil Thou
LIABILITIES
13. Deposits:
<S> <C> <C> <C> <C>
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1)........................... RCON 2200 16,878,870 13.a.
(1) Noninterest-bearing(1)............................ RCON 6631 7,855,880 13.a.(1)
(2) Interest-bearing.................................. RCON 6636 9,022,990 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II).................... RCFN 2200 12,677,057 13.b.
(1) Noninterest bearing............................... RCFN 6631 766,936 13.b.(1)
(2) Interest-bearing.................................. RCFN 6636 11,910,121 13.b.(2)
14. Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBFs:
a. Federal funds purchased............................... RCFD 0278 1,318,968 14.a.
b. Securities sold under agreements to repurchase RCFD 0279 1,197,589 14.b.
15. a. Demand notes issued to the U.S. Treasury.... RCON 2840 104,546 15.a.
b. Trading Liabilities................................... RCFD 3548 6,431,784 15.b.
16. Other borrowed money:
a. With original maturity of one year or less............ RCFD 2332 4,437,636 16.a.
b. With original maturity of more than one year......... RCFD 2333 75,308 16.b.
17. Mortgage indebtedness and obligations under capitalized
leases......................................... RCFD 2910 283,041 17.
18. Bank's liability on acceptance executed and outstanding.. RCFD 2920 632,259 18.
19. Subordinated notes and debentures........................ RCFD 3200 1,275,000 19.
20. Other liabilities (from Schedule RC-G)......... RCFD 2930 892,947 20.
21. Total liabilities (sum of items 13 through 20)........... RCFD 2948 46,205,005 21.
22. Limited-Life preferred stock and related surplus......... RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus............ RCFD 3838 0 23.
24. Common stock............................................. RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock). RCFD 3839 2,349,164 25.
26. a. Undivided profits and capital reserves................. RCFD 3632 584,878 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities............................................ RCFD 8434 (3,951) 26.b.
27. Cumulative foreign currency translation adjustments...... RCFD 3284 (748) 27.
28. Total equity capital (sum of items 23 through 27) RCFD 3210 3,130,201 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28).................... RCFD 3300 49,335,206 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the
statement below that best describes the most
comprehensive level of auditing work performed
for the bank by independent external Number
auditors as of any date during 1995. ......RCFD 6724 ..... N/A M.1.
1 = Independent audit of the bank conducted in accordance
with generally accepted auditing standards by a certified
public accounting firm which submits a report on the bank
2 = Independent audit of the bank's parent holding company
conducted in accordance with generally accepted auditing
standards by a certified public accounting firm which
submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
4. = Directors' examination of the bank performed by other
external auditors (may be required by state chartering
authority)
5 = Review of the bank's financial statements by external
auditors
6 = Compilation of the bank's financial statements by external
auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
<FN>
- ----------------
(1) Includes total demand deposits and noninterest-bearing
time and savings deposits.
</TABLE>
