Prospectus Supplement
(To Prospectus dated June 17, 1992)
Minnesota Mining and Manufacturing Company
$41,668,000
Floating Rate Notes due May 22, 2037
Issue Price: 100%
Interest on the Floating Rate Notes due May 22, 2037 (the "Notes")
issued by Minnesota Mining and Manufacturing Company ("3M") is payable monthly
in arrears on the 22nd day of each month, commencing June 22, 1997. The interest
rate on the Notes for each Interest Payment Period will be subject to adjustment
as described herein and will be payable at a rate per annum equal to the
Commercial Paper Rate minus 0.25%. Interest will be computed on the basis of a
360-day year and the actual number of days in the applicable Interest Payment
Period. See "Description of the Notes - Interest and Maturity".
The Notes will not be redeemable prior to May 22, 2007. The Notes will
not be redeemable at the option of 3M at any time prior to May 22, 2037. On May
22, 2007 and on every third anniversary thereafter, the Notes will be redeemable
at the option of the Holders in whole or in part upon at least 15 calendar days'
notice but not more than 30 calendar days' notice. See "Description of the Notes
- - Redemption Provisions" herein. The Notes will be denominated in principal
amounts of $1,000 or greater multiples thereof. The Notes will not be subject to
a sinking fund.
The Notes will be represented by one or more Global Notes registered in
the name of the nominee of The Depository Trust Company, as Depositary ("DTC").
Interests in the Global Notes will be shown on, and transfers thereof will be
effected only through, records maintained by DTC and its participants.
Settlement for the Notes will be made in immediately available funds. The Notes
will trade in DTC's Same-Day Funds Settlement System until maturity, and
secondary market trading activity for the Notes will therefore settle in
immediately available funds.
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 SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
It is expected that delivery of the Notes will be made through the
facilities of The Depository Trust Company on or about May 22, 1997. As May 22,
1997 is the fourth business day following the date of this Prospectus
Supplement, purchasers of the Notes should be aware that the trading of the
Notes on the date of this Prospectus Supplement may be affected by such 4-day
settlement.
The date of this Prospectus Supplement is May 16, 1997.
DESCRIPTION OF THE NOTES
General
The following description of the particular terms of the Notes offered
hereby supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions of the Debt Securities set forth
in the accompanying Prospectus, to which description reference is hereby made.
The Notes will be issued pursuant to the Indenture dated as of June 1,
1989 (such Indenture, as supplemented from time to time, being herein called the
"Indenture"). The following summary of certain provisions of the Indenture does
not purport to be complete and is subject to, and is qualified in its entirety
by reference to, all provisions of the Indenture, including the definitions
therein of certain terms.
The Notes will represent senior, unsubordinated debt of the Company and
will rank equally with all other unsecured and unsubordinated debt of the
Company. The Notes constitute a separate series of Debt Securities for purposes
of the Indenture. The Notes are limited to an aggregate initial offering price
of $41,668,000.
Interest and Maturity
The Notes will mature on May 22, 2037 (the "Maturity Date") and will be
subject to redemption as set forth below under "Redemption Provisions". The
Notes will not be subject to a sinking fund. The Notes are issuable and
transferable only in fully registered form, without coupons, in denominations of
$1,000. The Notes will bear interest from May 22, 1997, and interest will be
payable monthly in arrears on the 22nd day of each month (each an "Interest
Payment Date") to the persons in whose names the Notes are registered at the
close of business on the fifteenth calendar day prior to the Interest Payment
Date (each a "Record Date").
In any case in which an Interest Payment Date or the Maturity Date is
not a Business Day, the Interest Payment Date or Maturity Date, as the case may
be, will become the next succeeding Business Day. The term "Business Day" shall
mean any day other than a Saturday or Sunday or a day on which banking
institutions in New York City are authorized or required by law or executive
order to close. The "Interest Payment Period" with respect to a Note is each
successive period from and including an Interest Payment Date in respect of such
Note up to but excluding the next succeeding Interest Payment Date, except that
the initial Interest Payment Period commences on May 22, 1997.
The interest rate for each Interest Payment Period will be the
Commercial Paper Rate minus 0.25%, as determined by the Calculation Agent.
The "Commercial Paper Rate" will be computed as the unweighted average
(arithmetic mean) of the daily resets for each Business Day during the Interest
Payment Period (provided, however, that the rate for the last two Business Days
of an Interest Payment Period shall be deemed to be the rate applicable to the
third Business Day prior to the next Interest Payment Date) of the Money Market
Yield (calculated as described below) of the per annum rate (quoted on a bank
discount basis) for commercial paper having an Index Maturity of one month as
published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates" or any successor
publication of the Board of Governors of the Federal Reserve System
("H.15(519)") under the heading "Commercial Paper" (with a specified Index
Maturity of one month being deemed to be equivalent to a specified Index
Maturity of 30 days). In the event that such rate is not published in H.15(519)
prior to 3:00 p.m., New York City time, on the relevant Business Day, then the
rate for that Business Day shall be the Money Market Yield of the rate set forth
for commercial paper having an Index Maturity of one month as published by the
Federal Reserve Bank of New York in its daily statistical release, "Composite
3:30 p.m. Quotations for U.S. Government Securities" or any successor
publication published by the Federal Reserve Bank of New York ("Composite
Quotations") under the heading "Commercial Paper". If by 3:00 p.m., New York
City time, on such Business Day such rate is not yet published in either
H.15(519) or Composite Quotations, the rate with respect to such Business Day
shall be calculated by the Calculation Agent and shall be the Money Market Yield
of the arithmetic mean of the offered per annum rates (quoted on a bank discount
basis), as of 11:00 a.m., New York City time, on such Business Day, of three
leading dealers of commercial paper in the City of New York selected by the
Calculation Agent for commercial paper having an Index Maturity of one month
placed for an industrial issuer whose bond rating is "AA", or the equivalent,
from a nationally recognized rating agency; provided, however, that if fewer
than three dealers selected as aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, the rate with respect to such Business Day will be
the offered rate for U.S. dollar deposits having a maturity of one month that
appears on Reuters Screen ISDA Page as of 11:00 a.m., London time, on such
Business Day, less 0.10%.
"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = 100 x (360 x D)/[360 - (D x M)]
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the period for which interest is being calculated.
3M has agreed that, so long as any of the Notes remain outstanding, it
will maintain under appointment an agent (the "Calculation Agent"), initially
Citibank, N.A., to calculate the rate of interest payable on the Notes in
respect of each Interest Payment Period. If the Calculation Agent is unable or
unwilling to continue to act as such, or if the Calculation Agent fails to
establish the applicable rate of interest for any Interest Payment Period, or if
3M removes the Calculation Agent, 3M will appoint the office of another bank to
act as the Calculation Agent.
Redemption Provisions
The Notes will not be redeemable prior to May 22, 2007. On May 22,
2007, and on every third anniversary thereafter (each such date, a "Redemption
Date"), the Notes will be redeemable at the option of the Holders of the Notes
in whole or in part upon at least 15 calendar days' notice but not more than 30
calendar days' notice at a Redemption Price equal to the principal amount of the
Notes, plus accrued interest, if any, to the Redemption Date. To exercise the
redemption option, a Holder must deliver a notice of exercise of such option to
the Company at the Corporate Trust Office of the Trustee (or other such location
of which the Company shall notify Holders) no earlier than April 22 and no later
than May 7 of the year in which redemption is being requested. The redemption
option may be exercised by a Holder for less than the entire principal amount of
the Notes held by such Holder, so long as the principal amount that is to be
redeemed is equal to $1,000 or any integral multiple thereof. The Redemption
Price payable in connection with the exercise of the redemption option shall be
payable to the Holder so exercising such option on the applicable Redemption
Date.
LEGAL MATTERS
The legality of the Notes offered hereby will be passed upon for 3M by
Gregg M. Larson, Assistant General Counsel and Assistant Secretary.
