As filed with the Securities and Exchange Commission on April 24, 1995
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________________
Minnesota Mining and Manufacturing Company
(Exact name of Registrant as specified in its charter)
Delaware 41-0417775
(State of incorporation) (I.R.S. Employer I.D. No.)
3M Center
St. Paul, Minnesota 55144
(612) 733-1110
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
_______________________
1992 MANAGEMENT STOCK OWNERSHIP PROGRAM
of
MINNESOTA MINING AND MANUFACTURING COMPANY
(Full title of the plan)
____________________
Arlo D. Levi, Vice President and Secretary
Minnesota Mining and Manufacturing Company
3M Center
St. Paul, Minnesota 55144
Telephone: (612) 733-1110
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
________________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount
Offering Aggre- of
Amount Price gate Registra-
Title of Securities to be Per Offering tion
to be Registered Registered Share* Price Fee
Common Stock, without par 12,000,000 $58.5625 $702,750,000 $242,449
value shares
*Estimated solely for calculating amount of registration fee pursuant
to Rule 457(h) of the Securities and Exchange Commission, on the basis
of the average of the high and low prices reported for the common stock
on the New York Stock Exchange - Composite Transactions on April 20,
1995.
This registration statement will become effective immediately upon
filing pursuant to Rule 462 of the Securities and Exchange Commission.
INCORPORATION OF DOCUMENTS BY REFERENCE
This registration statement registers an additional
12,000,000 shares of registrant's common stock, without
par value, being offered under registrant's 1992
Management Stock Ownership Program, which was the
subject of a registration statement on Form S-8 filed
with the Commission on July 14, 1992. This Form S-8
Registration Statement, Number 33-49842, and its
contents are incorporated herein by reference,
including all applicable exhibits, undertakings, and
additional information provided therewith.
Exhibits submitted herewith:
5. Updating opinion, re: legality.
23. Consents of experts and counsel.
99. Additional exhibit - information required in
the new registration statement not in the
earlier registration statement incorporated
herein by reference.
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-8 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Paul, and
State of Minnesota on the 24th day of April, 1995.
MINNESOTA MINING AND MANUFACTURING COMPANY
By Livio D. DeSimone, Chairman of the Board
By /s/ Arlo D. Levi
Arlo D. Levi, Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons
in the capacities and on the dates indicated.
Signature Title Date
LIVIO D. DESIMONE Chairman of the Board; April 24, 1995
Chief Executive Officer,
Director
GIULIO AGOSTINI Senior Vice President; April 24, 1995
Finance and Office
Administration
EDWARD A. BRENNAN Director April 24, 1995
HARRY A. HAMMERLY Director April 24, 1995
ALLEN F. JACOBSON Director April 24, 1995
ALLEN E. MURRAY Director April 24, 1995
AULANA L. PETERS Director April 24, 1995
ROZANNE L. RIDGWAY Director April 24, 1995
F. ALAN SMITH Director April 24, 1995
Arlo D. Levi, by signing his name hereto, does hereby sign this document
pursuant to powers of attorney duly executed by the other person named,
filed with the Securities and Exchange Commission, on behalf of such other
persons, all in the capacities and on the date stated, such persons being a
majority of the directors and the Senior Vice President; Finance and Office
Administration of 3M.
/s/ Arlo D. Levi
Arlo D. Levi, Attorney-in-Fact
Exhibit 5.
April 21, 1995
Board of Directors
Minnesota Mining and
Manufacturing Company
3M Center
St. Paul, Minnesota 55144
As Assistant General Counsel and Assistant Secretary of Minnesota Mining
and Manufacturing Company ("3M"), I have examined the Restated Certificate
of Incorporation and the Bylaws of 3M, as amended to date, the pertinent
corporate records, including the minutes of the Annual Meeting of
Stockholders and Board of Directors of 3M, and have conducted such other
investigation as I have deemed necessary, and I have advised 3M in
connection with the registration under the Securities Act of 1933, as
amended, of 12,000,000 shares of 3M common stock without par value. The
said shares are to be offered and sold in connection with 3M's 1992
Management Stock Ownership Program (the "Program").
I am of the opinion that:
1. 3M has been duly incorporated and is an existing corporation in
good standing under the laws of the State of Delaware.
2. All of 3M's presently outstanding common stock is validly issued,
fully paid, and nonassessable.
3. The Board of Directors has duly authorized the issuance of the
12,000,000 shares.
4. Any authorized but unissued shares which may be optioned and sold
pursuant to the Program, when issued, will be duly authorized,
validly issued, fully paid, and nonassessable.
I hereby consent to the use of this opinion for filing with the
aforementioned registration statement.
Yours truly,
/s/ Roger P. Smith
Roger P. Smith
Assistant General Counsel
and Assistant Secretary
Exhibit 23.
April 21, 1995
Board of Directors
Minnesota Mining and
Manufacturing Company
3M Center
St. Paul, Minnesota 55144
As Assistant General Counsel and Assistant Secretary of Minnesota Mining
and Manufacturing Company ("3M"), I have examined the Restated Certificate
of Incorporation and the Bylaws of 3M, as amended to date, the pertinent
corporate records, including the minutes of the Annual Meeting of
Stockholders and Board of Directors to 3M, and have conducted such other
investigation as I have deemed necessary, and I have advised 3M in
connection with the registration under the Securities Act of 1933, as
amended, of 12,000,000 shares of 3M common stock without par value. The
said shares are to be offered and sold in connection with 3M's 1992
Management Stock Ownership Program (the "Program").
I am of the opinion that:
1. 3M has been duly incorporated and is an existing corporation in
good standing under the laws of the State of Delaware.
2. All of 3M's presently outstanding common stock is validly issued,
fully paid, and nonassessable.
3. The Board of Directors has duly authorized the issuance of the
12,000,000 shares.
4. Any authorized but unissued shares which may be optioned and sold
pursuant to the Program, when issued, will be duly authorized,
validly issued, fully paid, and nonassessable.
I hereby consent to the use of this opinion for filing with the
aforementioned registration statement.
Yours truly,
/s/ Roger P. Smith
Roger P. Smith
Assistant General Counsel
and Assistant Secretary
Exhibit 23.
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Minnesota Mining and Manufacturing Company on Form S-8 of
our report dated February 13, 1995, on our audits of the consolidated
financial statements of Minnesota Mining and Manufacturing Company and
Subsidiaries as of December 31, 1994 and 1993, and for each of the
three years in the period ended December 31, 1994, which report is
included in the Annual Report on Form 10-K of Minnesota Mining and
Manufacturing Company for the year ended December 31, 1994.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
St. Paul, Minnesota
April 24, 1995
Exhibit 99.
The prospectus utilized in connection with the offering subject to the
form S-8 Registration Statement Number 33-49842 will not require any new
information not already contained therein for utilization with this further
offering. It is registrant's intent only to provide a current date for the
prospectus, amend a minimal amount of language on tax effects of
participation so as to update to current statutory rates on federal income
taxes, and to adjust the numbers of shares authorized in the 1992 Program
to reflect a two-for-one stock split effected by registrant in March, 1994.
