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 GENERAL EMPLOYEES STOCK PURCHASE PLAN
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 3,000,000 $58.5625 $175,687,500 $60,613
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 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 3,000,000
shares of registrant's common stock, without par value, being
offered under registrant's 1992 General Employees Stock Purchase
Plan, which was the subject of a registration statement on Form S-8
filed with the Commission on June 16, 1992. This Form S-8
Registration Statement, Number 33-48690, 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
24. 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
3,000,000 shares of 3M common stock without par value. The said
shares are to be offered and sold in connection with 3M's 1992
General Employees Stock Purchase Plan.
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 3,000,000 shares.
4. Any authorized but unissued shares which may be optioned
and sold pursuant to the Plan, 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
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
3,000,000 shares of 3M common stock without par value. The said
shares are to be offered and sold in connection with 3M's 1992
General Employees Stock Purchase Plan.
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 3,000,000 shares.
4. Any authorized but unissued shares which may be optioned
and sold pursuant to the Plan, 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 33-48690 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 Plan to reflect a two-
for-one stock split effected by registrant in March, 1994.
