As filed with the Securities and Exchange Commission on July 2, 1997
Registration No. 33-_______
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) 733-1528
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
1997 MANAGEMENT STOCK OWNERSHIP PROGRAM of
MINNESOTA MINING AND MANUFACTURING COMPANY
(Full title of the plan)
Roger P. Smith, Secretary
Minnesota Mining and Manufacturing Company
3M Center
St. Paul, Minnesota 55144
Telephone: (612) 733-1528
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
Title of Amount Proposed Proposed Amount
Securities to be Maximum Maximum of
to be Registered Offering Aggregate Registration
Registered (1) Price/share Offering Price (2) Fee (3)
- -----------------------------------------------------------------------------
Common, 15,000,000 $100.50 $1,507,500,000 $519,831
Stock, $0.50 shares
par value/
share
- -----------------------------------------------------------------------------
(1) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of determining the registration fee.
(3) Calculated pursuant to Rule 457(c) based upon the average of the high and
low prices of the Common Stock on the New York Stock Exchange -
Composite Transactions on June 30, 1997, which was $100.50.
This registration statement will become effective immediately upon filing
pursuant to Rule 462 of the Securities and Exchange Commission.
INTRODUCTION
This Registration Statement on Form S-8 is filed by Minnesota Mining and
Manufacturing Company, a Delaware corporation (the "Company" or the
"Registrant"), relating to 15,000,000 shares of its common stock, par value
$0.50 per share (the "Common Stock") issuable to eligible supervisory and
management employees of the Company under the 1997 Management Stock
Ownership Program.
PART I - INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in Part I of this
Registration Statement will be provided to employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
Such documents are not required to be and are not filed with the Securities
and Exchange Commission (the "Commission") either as part of this Registration
Statement or as a prospectus or prospectus supplement pursuant to Rule 424.
These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
Upon written or oral request, any of the documents incorporated by reference
in Item 3 of Part II of this Registration Statement (which documents are
incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the Company's 1997 Management Stock
Ownership Program and its administrators are available without charge by
contacting Roger P. Smith, 220-14W-06, 3M Center, St. Paul, Minn. 55144.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents and all documents which may subsequently be filed
by the Registrant pursuant to Sections 13, 14, or 15(d) of the Securities
Exchange Act of 1934 prior to the termination of the offering covered by this
prospectus are incorporated herein by reference and are made a part hereof from
the date of filing such documents:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
(b) The Company's Quarterly Report on Form 10-Q for the period ended
March 31, 1997.
(c) The Company's Restated Certificate of Incorporation as amended
(incorporated by reference to Exhibit 4.2 of the Registration Statement on Form
S-8) as filed on June 30, 1997.
(d) Proxy Statement for the Company's Annual Meeting of Stockholders held
on May 13, 1997.
(e) The description of the Company's class of Common Stock is herein
incorporated by reference to the Company's original filing on Form 10 with the
Securities and Exchange Commission (Commission File #1-3285).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, subsequent to the date of this Registration
Statement and prior to the termination of the offering of the Common Stock
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the respective dates of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Upon the written or oral request of any person to whom a copy of this
prospectus is delivered, the Company will provide without charge a copy of any
or all of the documents incorporated herein by reference (other than
exhibits). Requests for such copies should be directed to the Secretary,
Minnesota Mining and Manufacturing Company, 3M Center, St. Paul, Minnesota
55144, phone (612) 733-1528. In addition, any other documents required to be
delivered to employees pursuant to Rule 428(b) shall be available without
charge, upon written or oral request therefore, if directed to the Secretary
as indicated.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the shares of Common Stock to which
this Registration Statement relates have been passed upon by John J. Ursu,
Senior Vice President and General Counsel of the Company. As of June 1,
1997, Mr. Ursu owned, directly or indirectly, 21,011 shares of Common Stock
of the Company.
The consolidated financial statements and related financial statement schedule
of the Company and its consolidated subsidiaries as of December 31, 1996 and
December 31, 1995, and for each of the years in the three-year period ended
December 31, 1996 incorporated herein by reference, have been incorporated
herein and in the Registration Statement in reliance upon the reports of
Coopers & Lybrand L.L.P., independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers.
The Company's Restated Certificate of Incorporation eliminates the liability of
directors to the fullest extent permitted by the General Corporation Law of the
State of Delaware. The law permits the Company to eliminate the liability of
a director for monetary damages for breach of the duty of care. In addition,
the Company's Bylaws contain provisions entitling directors, officers, and
employees to indemnification to the fullest extent permitted by current
Delaware law. The following statement has been prepared by the Commission
as an indication of its position on indemnification of directors and officers
for liabilities arising under the Securities Act of 1933:
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Company has been
informed 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.
Therefore, in the event that a claim for such indemnification (other than for
payment by the Company of expenses incurred or paid by a director or officer
in the successful defense of any action, suit, or proceeding) is asserted
against the Company by a director or officer in connection with the shares
being registered, the Company 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
Exhibit Description
Number
4. Copy of the 1997 Management Stock Ownership Program
5. Opinion of Counsel re Legality (Consent of Counsel
included therein).
15. Awareness Letter of Coopers & Lybrand L.L.P. (regarding
interim financial information).
23. Consents of experts. (Consent of Counsel included in
Exhibit 5)
24. Power of attorney.
Item 9. Undertakings.
(a). 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 registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the 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
statement;
Provided, however that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a post-
effective 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-effective 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 registered which remain
unsold at the termination of the offering.
(b). The undersigned Registrant hereby undertakes 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 incorporated 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.
(c). (1) The undersigned Registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each employee to whom the
prospectus is sent or given, a copy of the Registrant's annual report
to stockholders for its last fiscal year, unless such employee
otherwise has received a copy of such report, in which case the
Registrant shall state in the prospectus that it will promptly furnish,
without charge, a copy of such report on written request of the
employee. If the last fiscal year of the Registrant has ended within
120 days prior to the use of the prospectus, the annual report of the
Registrant for the preceding fiscal year may be so delivered, but
within such 120 day period the annual report for the last fiscal year
will be furnished to each such employee.
(2) The undersigned Registrant hereby undertakes to transmit or cause
to be transmitted to all employees participating in the plan who do
not otherwise receive such material as stockholders of the
Registrant, at the time and in the manner such material is sent to its
stockholders, copies of all reports, proxy statements and other
communications distributed to its stockholders generally.
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 2nd day of
July, 1997.
MINNESOTA MINING AND MANUFACTURING COMPANY
By /s/ L.D. DESIMONE
Livio D. DeSimone, Chairman of the Board
By /s/ ROGER P. SMITH
Roger P. Smith, 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
/s/ Livio D. DeSimone Chairman Of The Board; July 2, 1997
- ------------------------ Chief Executive Officer,
Livio D. DeSimone Director
/s/ Giulio Agostini Senior Vice President, July 2, 1997
- ------------------------- Finance
Giulio Agostini
/s/ Ronald O. Baukol Director July 2, 1997
- -----------------------------
Ronald O. Baukol
/s/ Edward A. Brennan Director July 2, 1997
- -----------------------------
Edward A. Brennan
/s/ Allen F. Jacobson Director July 2, 1997
- -----------------------------
Allen F. Jacobson
/s/ W. George Meredith Director July 2, 1997
- -----------------------------
W. George Meredith
/s/ Ronald A. Mitsch Director July 2, 1997
- -----------------------------
Ronald A. Mitsch
/s/Allen E. Murray Director July 2, 1997
- -----------------------------
Allen E. Murray
/s/ Aulana L. Peters Director July 2, 1997
- -----------------------------
Aulana L. Peters
/s/ Rozanne L. Ridgway Director July 2, 1997
- -----------------------------
Rozanne L. Ridgway
/s/ Frank Shrontz Director July 2, 1997
- -----------------------------
Frank Shrontz
/s/ F. Alan Smith Director July 2, 1997
- -----------------------------
F. Alan Smith
/s/ Louis W. Sullivan Director July 2, 1997
- -----------------------------
Louis W. Sullivan
Roger P. Smith, by signing his name hereto, does hereby sign this
document pursuant to powers of attorney duly executed by the other persons
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 Principal Financial and Accounting Officer
of the Company.
/s/ ROGER P. SMITH
Roger P. Smith, Attorney-in-Fact
EXHIBIT 4
1997 MANAGEMENT STOCK OWNERSHIP PROGRAM
SECTION 1 PURPOSE
The purpose of this plan is to provide a strong incentive for supervisory
and management employees to remain with the Company and to exert added
effort toward its growth and success by affording these employees an
opportunity to acquire or receive shares of the Company's common stock on
terms which are mutually advantageous to the employee and the Company. It
has been the policy of the Company to encourage employee participation as
stockholders and the Company believes that employee stock ownership has
been an important factor contributing to the Company's growth and progress.
It is intended that the 1997 Management Stock Ownership Program may
provide for the granting to participants of (1) stock options, either Incentive
Stock Options as defined in Section 422 of the Code, or options not so
qualified under the foregoing or similar tax provisions; (2) stock appreciation
rights; (3) restricted stock grants; and (4) other stock awards.
SECTION 2 DEFINITIONS
(a) "Agreement" shall mean the agreement entered into between the
Company and a Participant at the time of the grant of any rights under the
1997 Program, or other written evidence issued by the Company to the
Participant.
(b) "Anniversary Date" shall be the date one year after the Date the Option
is Granted to a Participant.
(c) "Board of Directors" shall mean the Board of Directors of Minnesota
Mining and Manufacturing Company.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
(e) "Committee" shall mean the Compensation Committee established by
the Board of Directors acting without the participation of any member who
may have received a grant or award under the 1997 Program or any other
similar plan or program of the Company (except those limited to participation
by directors) during the previous one year period, or such other committee of
disinterested administrators established by the Board of Directors to comply
with Rule 16b-3 promulgated by the Securities and Exchange Commission, as
amended from time to time.
(f) "Common Stock" shall mean the common stock, without par value, of
Minnesota Mining and Manufacturing Company.
(g) "Company" shall mean Minnesota Mining and Manufacturing
Company and such subsidiaries or affiliates as may be designated by the
Board of Directors from time to time.
(h) "Conditions" shall mean the condition that the Restricted Period
stipulated by the Committee at the time of grants of Restricted Stock shall
have expired or terminated and that any other conditions prescribed by the
Committee regarding a Participant's continued employment by the Company
or the Company's performance during the Restricted Period shall have been
satisfied, or any other conditions stipulated by the Committee with respect to
Stock Awards.
(i) "Date the Option is Granted" shall mean the effective date of the
Agreement.
(j) "Dividend Equivalents" shall mean that sum of cash or Common Stock
of equivalent value equal to the amount of cash or stock dividends paid upon
Common Stock subject to any grants or awards under the 1997 Program, prior
to such time as the Participant otherwise becomes entitled thereto as a holder
of record.
(k) "Fair Market Value" shall mean the average of the high and low prices
for Common Stock as reported on the New York Stock Exchange Composite
Transactions, rounded upwards to the nearest $0.05.
(l) "Incentive Stock Options" shall mean an Option granted to a Participant
under the 1997 Program which is properly qualified under the provisions of
Section 422 of the Code in effect at the date of grant.
(m) "Nonqualified Option" shall mean an Option granted to a Participant
under the 1997 Program which is not an Incentive Stock Option or otherwise
qualified under similar tax provisions.
(n) "Option" shall mean a Participant's right to purchase the number of
shares of Common Stock designated in the Agreement, subject to the terms
and conditions of the 1997 Program and Agreement, and the term shall
include both Incentive Stock Options and Nonqualified Options.
(o) "Option Period" shall mean the shorter of (i) the ten-year period
commencing with the Date the Option is Granted, or (ii) the period
commencing with the Date the Option is Granted and terminating pursuant to
Section 10 hereof.
(p) "Participant" shall mean any employee of the Company or any of its
subsidiaries who is designated as a Participant by the Committee.
(q) "1997 Program" shall mean the Company's 1997 Management Stock
Ownership Program.
(r) "Program Effective Date" shall mean the date fixed by the Board of
Directors upon which the 1997 Program becomes effective after approval of
stockholders.
(s) "Restricted Period" shall mean that period of time determined by the
Committee and provided in the applicable Conditions stated in the Restricted
Stock Agreement of a Participant regarding the incremental or complete lapse
of the restrictions.
(t) "Restricted Stock" shall mean that Common Stock granted to a
Participant in a Restricted Stock Agreement and subject to the Conditions, as
so determined by the Committee, during the Restricted Period of the grant.
(u) "Retirement Date" shall be the date a Participant retires from
employment with the Company, pursuant to any income or retirement plan of
the Company.
(v) "Stock Appreciation Right" shall mean a Participant's right to receive
an amount of cash or shares of Common Stock measured by the appreciation
of the Fair Market Value of the Common Stock to which the right relates on
the date of exercise above the Fair Market Value of such Common Stock on
the date of the initial grant.
(w) "Stock Award" shall mean any award of Common Stock under the
Program and may include Restricted Stock awards or other awards of
Common Stock as determined appropriate by the Committee.
SECTION 3 PARTICIPATION
(a) Subject to the right of the Committee, in its sole discretion, to
delegate its authority to grant options to an officer of the Company (the
"Designated Officer"), the Committee shall determine and designate from time
to time those employees of the Company who are to be granted Options, Stock
Appreciation Rights, and/or Stock Awards and thereby become Participants
and the number of shares to be the subject of the grant to each Participant;
provided, however, that no Designated Officer shall have or obtain the
authority to grant options to (i) himself or herself, (ii) any person deemed a
reporting person under Section 16 of the Securities Exchange Act of 1934, or
(iii) any person if such grant would result in application of the limit on
deductible remuneration imposed by Section 162(m) of the Code.
(b) The maximum number of shares of Common Stock which may be made
subject to Option, Stock Appreciation Right, or Stock Award grants with
regard to any one Participant under the 1997 Program shall not exceed in the
aggregate 1,000,000 shares.
SECTION 4 OPTIONS
(a) Type. Options granted by the Committee or the Designated Officer
shall be designated as Incentive Stock Options or Nonqualified Options and
shall be evidenced by Agreements in such forms as the Committee shall
approve, which Agreements shall comply with and be subject to the terms and
conditions of the 1997 Program.
(b) Price. Incentive Stock Options granted from time to time hereunder
shall have a purchase price equal to one hundred percent (100%) of the Fair
Market Value of Common Stock on the Date the Option is Granted. The
aggregate Fair Market Value, at the date Options are granted, of Incentive
Stock Options exercisable for the first time in any calendar year by any
Participant shall not exceed $100,000. Nonqualified Options shall have a
purchase price equal to no less than one hundred percent (100%) of the Fair
Market Value of Common Stock on the Date the Option is Granted, or the date
of exercise of primary Nonqualified Options resulting in Progressive Stock
Options, as determined by and at the sole discretion of the Committee or the
Designated Officer.
(c) Exercise. A Participant may purchase the total number of shares under
option after the Anniversary Date or at such other date as determined by the
Committee or the Designated Officer and clearly set forth in the Agreement,
except that Progressive Stock Options may be exercised six months after the
date of grant. This right to purchase may be exercised as to any shares not
previously purchased during the remainder of the Option Period. In order to
exercise an Option, a Participant shall give written notice to the Office of
the Treasurer at Saint Paul, Minnesota, together with full payment. The
exercise of Nonqualified Options may be made subject to such additional
conditions and restrictions as the Committee or the Designated Officer, in
its sole discretion shall determine. Such restrictions, if any, will be
clearly set forth in the Agreement applicable to such Nonqualified Options.
(d) Payment. No shares of Common Stock shall be issued to any
Participant upon exercise of an Option until full payment of the purchase price
has been made to the Company and the Participant has remitted to the
Company the required federal and state withholding taxes, if any. A
Participant shall obtain no rights as a stockholder until certificates for such
stock are issued to the Participant. Payment of the purchase price or
applicable withholding taxes, if any, may be made in whole, or in part, in
shares of Common Stock, pursuant to such terms and conditions as may be
established from time to time by the Committee. If payment is made in shares
of Common Stock, such stock shall be valued at one hundred percent (100%)
of Fair Market Value on the day a Participant exercised his or her Option or,
as regards a withholding tax, such other date when the tax withholding
obligation becomes due. A Participant need not surrender shares of Common
Stock as payment; and the Company may, upon the giving of satisfactory
evidence of ownership of said Common Stock by Participant, deliver the
appropriate number of additional shares of Common Stock reduced by the
number of shares required to pay the purchase price and any applicable
withholding taxes. Such form of evidence shall be determined by the
Committee.
(e) Progressive Stock Options. For the purpose of promoting the retention
of Common Stock received upon the exercise of Nonqualified Options and
encouraging Participants to exercise Nonqualified Options early in the Option
Period, the Committee may, in its sole discretion, grant Nonqualified Options
("Progressive Stock Options") to a Participant who exercises Nonqualified
Options and makes payment of all or part of the purchase price and
withholding taxes, if any, in Common Stock, equal in number to shares of
Common Stock utilized by the Participant to effect payment of the purchase
price and withholding taxes, if any. Progressive Stock Options, if granted by
the Committee, will have a purchase price equal to one hundred percent
(100%) of the Fair Market Value of Common Stock on the date of exercise of
Nonqualified Options and will be exercisable no sooner than six months from
the date of grant and for an additional time period expiring at the end of the
Option Period of the Nonqualified Option exercised. Notwithstanding the
foregoing, the Committee or the Designated Officer may grant Nonqualified
Options in any manner provided in this Section 4, and Participants will have
no rights to receive Nonqualified Options or Progressive Stock Options,
except to the extent determined by the Committee or the Designated Officer in
its sole discretion.
SECTION 5 STOCK APPRECIATION RIGHTS
(a) Stock Appreciation Rights granted by the Committee shall be evidenced
by Agreements in such forms as the Committee shall approve, which
Agreements shall comply with and be subject to the terms and conditions of
the 1997 Program.
(b) Exercise. Stock Appreciation Rights shall be exercisable at such time
or times consistent with the terms and conditions determined by the
Committee and set forth in the Agreement presented to the Participant. No
Stock Appreciation Right shall, in any event, be exercisable during the first
six months from the date of grant of such Stock Appreciation Right, except as
provided in Section 10 of this 1997 Program. In order to exercise his or her
Stock Appreciation Right, a Participant shall give written notice to the Office
of the Treasurer, at Saint Paul, Minnesota.
(c) Term. The term of a Stock Appreciation Right shall be fixed by the
Committee and set forth in the Agreement evidencing the Stock Appreciation
Right, but no Stock Appreciation Right shall be exercisable more than ten
years after the date of grant.
SECTION 6 RESTRICTED STOCK
(a) Restricted Stock granted by the Committee shall be designated as such
and shall be evidenced by Agreements in such forms as the Committee shall
approve, which Agreements shall comply with and be subject to the terms and
conditions of this 1997 Program.
(b) Restricted Stock, in addition to the Conditions stated and determined
by the Committee in the Agreement, may or may not have a stated purchase
price. The purchase price determined by the Committee, in its sole discretion,
if any, shall be clearly set forth in the Agreement presented to a Participant,
along with any and all other applicable Conditions.
(c) If the Committee shall fix a purchase price for Restricted Stock in
addition to other Conditions therefor, no shares of Common Stock shall be
issued upon the satisfaction of Conditions until full payment has been made to
the Company as provided in foregoing paragraph (d) of Section 4, subject to
such restrictions regarding payment in shares of Common Stock as the
Committee may determine from time to time. Similarly, any applicable
withholding taxes may be paid upon the lapse of restrictions upon Restricted
Stock by the withholding of shares of Common Stock otherwise deliverable,
in accordance with the valuation procedures set forth in Section 4(d) of this
1997 Program.
(d) At the time a grant of Restricted Stock is made, the Committee, in its
sole discretion, shall establish a Restricted Period and such additional
Conditions as may be deemed appropriate for the incremental lapse or
complete lapse of restrictions with respect to all or any portion of the shares
of Common Stock represented by the Restricted Stock. The Committee may
also, in its sole discretion, shorten or terminate the Restricted Period or
waive any Conditions with respect to all or any portion of the shares of Common
Stock represented by the Restricted Stock. Notwithstanding the foregoing, all
restrictions set forth in the Conditions shall lapse or terminate with
respect to all Common Stock represented in the grant of Restricted Stock in
the event of the death or total disability of a Participant (as defined in
Section 10 below) or the occurrence of a Change in Control (as defined in
Section 15 below).
(e) A stock certificate for the number of shares of Common Stock
represented in the grant of Restricted Stock to a Participant shall be
registered in the Participant's name but shall be held in custody by the
Company for the Participant's account. The Participant shall generally have
the rights and privileges of a stockholder as to such Restricted Stock,
including the right to vote such Restricted Stock, except that, subject to the
provisions of Section 10 below, the following restrictions shall apply: (i) the
Participant shall not be entitled to delivery of the certificate until the
expiration or termination of the Restricted Period, the satisfaction of any
other Conditions prescribed by the
Committee, if any, and the payment in full of the purchase price, if any; (ii)
none of the Restricted Stock may be sold, transferred, assigned, pledged, or
otherwise encumbered or disposed of during the Restricted Period and until
the satisfaction of other Conditions prescribed by the Committee, if any; and
(iii) all of the Restricted Stock shall be forfeited and all rights of the
Participant shall terminate without further obligation on the part of the
Company unless the Participant shall have remained a regular full-time
employee of the Company, any of its subsidiaries or affiliates, until the
expiration or termination of the Restricted Period and the satisfaction of
other Conditions prescribed by the Committee, if any.
(f) At the sole discretion of the Committee, Dividend Equivalents may be
either currently paid or withheld by the Company for the Participant's account,
and interest may be paid on the amount of cash dividends withheld at a rate
and under such terms as determined by the Committee. Cash or stock
dividends so withheld by the Committee shall not be subject to forfeiture.
Upon the forfeiture of any Restricted Stock, such shares of Common Stock
represented in the grant of Restricted Stock shall be transferred to the
Company without further action by the Participant.
(g) Upon the expiration or termination of the Restricted Period and the
satisfaction of other Conditions prescribed by the Committee, if any, or at
such earlier time as provided for in Section 10 below, the restrictions
applicable to the Restricted Stock shall lapse and a stock certificate for the
number of shares of Common Stock represented in the grant of Restricted
Stock shall be delivered to the Participant or the Participant's beneficiary,
representative, or estate, as the case may be, free of all restrictions, except
any that may be imposed by law, subject as well to the obligation of the
Participant to pay the purchase price, and applicable withholding taxes, if
any, as provided in Section 4(d) herein. Unless otherwise instructed by a
Participant by an irrevocable, written instruction received by the Company at
least six months prior to the date that applicable restrictions lapse, the
Company shall automatically withhold as payment the number of shares of
Common Stock, determined by the Fair Market Value at the date of the lapse,
required to pay withholding taxes, if any. The Company shall not be required
to deliver any fractional share of Common Stock but will pay, in lieu thereof,
the Fair Market Value (as of the date the last Conditions lapse) of such
fractional share.
SECTION 7 OTHER STOCK AWARDS
(a) The Committee may, in its sole discretion, grant Stock Awards other
than Restricted Stock grants, and such Stock Awards may be granted singly,
in combination or in tandem with, in replacement of, or as alternatives to
grants or rights under this Program or any other employee or compensation
plan of the Company, including the plan of any acquired entity, except that
this subparagraph shall not extend authority to the Committee to re-price
outstanding options under this Program.
(b) If the Committee shall stipulate Conditions with respect to such Stock
Awards, the Conditions will be set forth in Agreements evidencing the grant,
and such Agreements shall comply with and be subject to the terms and
conditions of this Program.
(c) If Conditions with respect to such Stock Awards shall require the
surrender or forfeiture of other grants or rights under this Program or any
other employee or compensation plan of the Company, then the Participant
shall not have any rights under such Stock Awards until the grants or rights
exchanged have been fully and effectively surrendered or forfeited.
SECTION 8 ADMINISTRATION
The 1997 Program shall be administered under the direction of the
Committee. In administering the 1997 Program, it will be necessary to follow
various laws and regulations. It may be necessary from time to time to change
or waive requirements of the 1997 Program to conform with the law, to meet
special circumstances not anticipated or covered in the 1997 Program, or to
carry on successful operation of the 1997 Program, and in connection
therewith, the Committee shall have the full power and authority to:
(a) Prescribe, amend, and rescind rules and regulations relating to the
1997 Program, establish procedures deemed appropriate for its administration,
and make any and all other determinations not herein specifically authorized
which may be necessary or advisable for its effective administration;
(b) Make any amendments to or modifications of the 1997 Program which
may be required or necessary to make the 1997 Program set forth herein
comply with the provisions of any laws, federal or state, or any regulations
issued thereunder, and to cause the Company at its expense to take any action
related to the 1997 Program which may be required under such laws or
regulations;
(c) Contest on behalf of the Participants or the Company, at the sole
discretion of the Committee and at the expense of the Company, any ruling or
decision on any issue related to the 1997 Program, and conduct any such
contest and any resulting litigation to a final determination, ruling, or
decision; and
(d) Delegate to a committee of the Company's executives the authority to
extend the time within which terminated Participants may exercise their
options and Stock Appreciation Rights in accordance with the provisions of
Section 10(d) below.
(e) Notwithstanding the general provisions set forth in Section 4(b) and
Section 7(a) and Section 14 with regard to pricing of Options under this
Program, make exceptions thereto so as to price or re-price Nonqualified
Options at below Fair Market Value, provided these exceptions do not affect
more than an aggregate total of 1,750,000 shares granted as Nonqualified
Options, Stock Appreciation Rights, or other Stock Awards under this
Program.
SECTION 9 SHARES SUBJECT TO THE 1997 PROGRAM
(a) The Committee may from time to time provide for Option, Stock
Appreciation Right, or Stock Award grants to the extent that such grants do
not exceed an aggregate total of 35,000,000 shares of Common Stock. Shares
shall be made available in the discretion of the Board of Directors from
authorized but unissued shares, treasury shares, or the Company may
reacquire shares from time to time for sale under the 1997 Program.
(b) In instances where a Stock Appreciation Right or other award under the
1997 Program is settled in cash or any form other than Common Stock, then
the shares of Common Stock covered by these settlements shall remain
available for issuance of rights under the 1997 Program, to the extent
permitted under Rule 16b-3 as promulgated by the Securities and Exchange
Commission. Further, the payment of stock dividends and Dividend
Equivalents settled in Common Stock in conjunction with outstanding awards
shall not be counted against the shares available for issuance. Any shares
that are issued by the Company through the assumption by the Company, or in
substitution for, outstanding awards previously granted by an acquired entity
shall not be counted against the shares available for issuance under the 1997
Program. In the event that the Securities and Exchange Commission
determines that any of the foregoing shares of Common Stock must be
counted, then the shares of Common Stock otherwise provided in the
foregoing not to be counted shall be counted against the aggregate limit of
shares under the 1997 Program, but only to the minimal amount necessary to
provide compliance with the determination by the Securities and Exchange
Commission.
(c) In instances where Options, Stock Appreciation Rights, or Stock
Awards expire, terminate, or are forfeited or canceled for whatever reasons,
then the shares of Common Stock covered by these previously outstanding
awards shall be returned to the unutilized, authorized shares available for
further granting of rights under the 1997 Program.
(d) Shares of Common Stock issued under the 1997 Program may consist
in whole or in part of authorized and unissued shares or of treasury shares,
and no fractional shares shall be issued under the 1997 Program. Cash may be
paid in lieu of any fractional shares issuable under the 1997 Program.
(e) In the event of a reclassification or stock split after the Program
Effective Date, the foregoing absolute numbers of shares shall be
appropriately adjusted.
SECTION 10 TERMINATION OF RIGHTS UNDER THE 1997
PROGRAM
(a) Participation hereunder shall cease and all rights under the 1997
Program are automatically forfeited by the Participant upon the date of
termination of employment for any cause other than: (1) retirement under a
pension plan maintained by the Company, (ii) because of physical or mental
disability as recognized under a plan maintained by the Company, or (iii)
death.
(b) If a Participant retires pursuant to a pension plan maintained by the
Company or changes employment status as a result of physical or mental
disability, without having fully exercised an Option or Stock Appreciation
Right, the Participant shall be entitled, within the remaining Option Period or
term of the Stock Appreciation Right, as provided in the applicable
Agreement, even though subsequent to the Participant's Retirement Date (but
not more than ten years from the date of Agreement), to exercise his or her
Option or Stock Appreciation Right and, in case of Options, to purchase (i) the
number of shares which could have been purchased on the Retirement Date or
date of changed employment status, plus (ii) the number of additional shares
which the Participant would be entitled to purchase on the next Anniversary
Date; or, in the case of Stock Appreciation Rights, to receive the full amount
of appreciation for all issued Stock Appreciation Rights, regardless of whether
yet exercisable. Incentive Stock Options, if not exercised within three months
(one year in the case of a participant who was disabled at retirement)
following Participant's Retirement Date, shall fail to qualify for treatment
under Section 422 of the Code, except in the case where a Participant dies
within the three month period (one year period in the case of a disabled
person) following such Retirement Date, in which event Participant's estate or
representative shall have two years to exercise Options as Incentive Stock
Options. If a Participant who has thus retired dies prior to the end of such
remaining Option Period or term of the Stock Appreciation Right, without
having yet fully exercised an Option or Stock Appreciation Right, the Option
or Stock Appreciation Right may be exercised within two years after the date
of his or her death (not more than ten years from the date of the Agreement)
by the Participant's estate or by a person who acquired the right to exercise
such Option or Stock Appreciation Right by bequest or inheritance or by
reason of the death of the Participant.
(c) If the Participant, prior to retirement, dies without having fully
exercised an Option or Stock Appreciation Right, the Option or Stock
Appreciation Right may be exercised within two years following his or her
death (but not more than ten years from the date of the Agreement) by the
Participant's estate or by a person who acquired the right to exercise such
Option or Stock Appreciation Right by bequest or inheritance or by reason of
the death of the Participant, and such representative may, in the case of
Options, purchase (1) the number of shares which the decedent could have
purchased on the date of death, plus (ii) the number of additional shares which
the decedent would have been entitled to purchase on the next Anniversary
Date, or, in the case of Stock Appreciation Rights, may receive the full
amount of appreciation for all issued Stock Appreciation Rights at the date of
Participant's death, regardless of whether yet exercisable.
(d) Notwithstanding paragraph (a) of this section, if the Participant is
terminated without having fully exercised an Option or Stock Appreciation
Right under circumstances which the Committee believes to warrant special
consideration and the Committee has determined that the Participant's rights
will not be forfeited at the date of termination, the Option or Stock
Appreciation Right may be exercised within two years following his or her
termination of employment (but not more than ten years from the date of the
Agreement) for (i) the number of shares which the Participant could have
purchased or received on the date of termination of employment, plus (ii) the
number of additional shares which the Participant would have been entitled to
purchase on the next Anniversary Date, or, in the case of Stock Appreciation
Rights, the full amount of appreciation for all issued Stock Appreciation
Rights, regardless of whether yet exercisable
(e) If the Participant dies, either prior to or following retirement, or
becomes totally disabled because of a physical or mental disability and has not
yet received the stock certificate for the shares of Common Stock represented
by the grant of Restricted Stock or other Stock Award, then all restrictions
imposed by the Restricted Period or other Conditions prescribed by the
Committee, if any, shall automatically lapse and a stock certificate shall be
delivered to the Participant or the Participant's beneficiary, representative,
or estate, as the case may be, as provided in Section 6(g) herein.
SECTION 11 DELIVERY OF STOCK CERTIFICATES
Within sixty (60) days after the receipt of notice of exercise of Option
or Stock Appreciation Right, or the complete satisfaction of Conditions
applicable to Stock Awards, the Company will have delivered to Participants
certificates representing all stock purchased or received thereunder.
The Company shall not, however, be required to issue or deliver any
certificates for its Common Stock prior to the admission of such stock to
listing on any stock exchange on which stock may at that time be listed or
required to be listed, or prior to registration under the Securities Act of
1933. The Participant shall have no interest in Common Stock until
certificates for such stock are issued or transferred to the Participant
and the Participant becomes the holder of record.
SECTION 12 TRANSFERABILITY
Except as permitted in this Section 12, rights and grants under the 1997
Program may not be assigned, transferred (other than a transfer by will or the
laws of descent and distribution as provided in Section 10), pledged, or
hypothecated (whether by operation of law or otherwise), and shall not be
subject to execution, attachment, or similar process. Any attempted
assignment, transfer (other than a transfer by will or laws of descent and
distribution, or as authorized by the Committee in accordance with this
Section 12), pledge, hypothecation, other disposition of a Participant's rights
and grants under the 1997 Program, or levy of attachment or similar process
upon a Participant's Option, Stock Appreciation Right, or Stock Award shall
constitute an immediate cancellation of such Participant's rights and grants
under the 1997 Program.
The Committee may, in its sole discretion, authorize a Participant to
transfer ownership of all or a portion of the Nonqualified Options granted to
such Participant under the 1997 Program to (i) the spouse, children or
grandchildren of such Participant ("Immediate Family Members"), (ii) a trust
or trusts for the exclusive benefit of such Immediate Family Members, or (iii)
a partnership in which such Immediate Family Members are the only partners,
provided that (x) there may be no consideration for any such transfer, and (y)
subsequent transfers of transferred options shall be prohibited except those in
accordance with Section 10 (by will or the laws of descent and distribution).
The Committee may, in its sole discretion, create further conditions and
requirements for the transfer of Nonqualified Options. Following transfer, any
such Options shall continue to be subject to the same terms and conditions as
were applicable immediately prior to transfer, provided that for purposes of
Sections 4, 11 and 15 hereof the term "Participant" shall be deemed to refer to
the transferee. The events causing termination of rights in accordance with
Section 10 hereof shall continue to be applied with respect to the original
Participant, following which the Nonqualified Options shall be exercisable by
the transferee only to the extent, and for the periods specified in Section 10.
SECTION 13 STOCK DIVIDEND, STOCK SPLIT, REDUCTION IN
SHARES, MERGER, OR CONSOLIDATION
If a record date for a stock dividend, split, or reduction in the number
of shares of Common Stock should occur after the Program Effective Date
during the period of continued exercisability of any rights under the 1997
Program, appropriate adjustment shall be made to give effect thereto on an
equitable basis.
If the Company is merged into or consolidated with one or more
corporations during the period of continued exercisability of any rights under
the 1997 Program, appropriate adjustments shall be made to give effect thereto
on an equitable basis in terms of issuance of shares of the corporation
surviving the merger or the consolidated corporation, as the case may be.
In the event that within such period there shall be any change in the
number or kind of the issued shares of stock (of the class optioned or granted
hereunder), or of any issued capital stock or other securities into which such
shares shall have been converted, or for which they shall have been
exchanged, and such change shall occur otherwise than through a stock
dividend or split-up or combination of shares of stock of the Company, then if
(and only if) the Committee shall, in its sole discretion, determine that such
change equitably requires an adjustment in the number or kind or purchase
price of shares of stock then subject to rights under this 1997 Program, such
adjustment as the Committee shall, in its sole discretion, determine is
equitable, shall be made and shall be effective and binding for all purposes of
such outstanding rights.
SECTION 14 WITHDRAWAL, AMENDMENT, OR TERMINATION OF
THE 1997 PROGRAM
The 1997 Program shall terminate five (5) years after the date of the
initial grants or awards under the 1997 Program, and no rights under the 1997
Program shall be granted after the date of termination. Such termination shall
not adversely affect rights under the 1997 Program theretofore granted.
The Board of Directors may at any time withdraw or amend the 1997
Program, except that there shall be no withdrawal or amendment which shall
adversely affect rights under the 1997 Program theretofore granted, and no
amendment shall be made without prior approval of the stockholders which
would (i) permit the issuance of stock before payment of the purchase price as
determined herein or by the Committee, (ii) increase the number of shares to
be granted to more than the 35,000,000 shares authorized, or (iii) reduce the
price per share at which the stock may be sold under Options.
SECTION 15 CHANGE IN CONTROL
(a) For purposes of this Section 15, the following words and phrases shall
have the meanings indicated below, unless the context clearly indicates
otherwise:
(i) "Person" shall have the meaning associated with that term as it
is used in Sections 13(d) and 14(d) of the Act.
(ii) "Affiliates and Associates" shall have the meanings assigned
to such terms in Rule 12b-2 promulgated under Section 12 of the Act.
(iii) "Act" means the Securities Exchange Act of 1934.
(iv) "Continuing Directors" shall have the meaning assigned to such
term in Article Thirteenth of the Company's Restated Certificate of
Incorporation.
(v) "Code" means the Internal Revenue Code of 1986, as amended.
(b) Notwithstanding any other provision of this 1997 Program to the
contrary, all outstanding Options and Stock Appreciation Rights shall (i)
become immediately exercisable in full for the remainder of the respective
Option Period upon the occurrence of a Change in Control of the Company,
and (ii) remain exercisable in full for a minimum period of six months
following the Change in Control; provided, however, that in no event shall
any Option or Stock Appreciation Right be exercisable more than ten years
from the date of the Agreement.
(c) Similarly, all restrictions regarding the Restricted Period or the
satisfaction of other Conditions prescribed by the Committee, if any, with
respect to grants of Stock Awards, shall automatically lapse, expire, and
terminate and the Participant shall be immediately entitled to receive a stock
certificate for the number of shares of Common Stock represented in the grant
of Stock Awards as provided in Section 6(g) herein upon the occurrence of a
Change in Control.
(d) For purposes of this Section 15, a Change in Control of the Company
shall be deemed to have occurred if:
(i) any Person (together with its Affiliates and Associates), other
than a trustee or other fiduciary holding securities under an employee
benefit plan of the Company, is or becomes the "beneficial owner" (as that
term is defined in Rule 13d-3 promulgated under the Act), directly or
indirectly, of securities of the Company representing twenty percent (20%)
or more of the combined voting power of the Company's then outstanding
securities, unless a majority of the Continuing Directors of the Company's
Board of Directors prior to that time have determined in their sole
discretion that, for purposes of this 1997 Program, a Change in Control of
the Company has not occurred; or
(ii) the Continuing Directors of the Company's Board of Directors shall
at any time fail to constitute a majority of the members of such Board of
Directors.
(e) In the event that the provisions of this Section 15 result in
"payments" that are finally determined to be subject to the excise tax imposed
by Section 4999 of the Code, the Company shall pay to each Participant an
additional amount such that the net amount retained by such Participant
following realization of all compensation under the 1997 Program that resulted
in such "payments," after allowing for the amount of such excise tax and any
additional federal, state, and local income taxes paid on the additional
amount, shall be equal to the net amount that would otherwise have been
retained by the Participant following the realization of such compensation
if there were no excise tax imposed by Section 4999 of the Code.
(f) The Company shall pay to each Participant the amount of all reasonable
legal and accounting fees and expenses incurred by such Participant in seeking
to obtain or enforce his or her rights under this Section 15, or in connection
with any income tax audit or proceeding to the extent attributable to the
application of Section 4999 of the Code to the payments made pursuant to this
Section 15, unless a lawsuit commenced by the Participant for such purposes
is dismissed by the court as being spurious or frivolous. The Company shall
also pay to each Participant the amount of all reasonable tax and financial
planning fees and expenses incurred by such Participant in connection with
such Participant's receipt of payments pursuant to this Section 15.
SECTION 16 DIVIDENDS AND DIVIDEND EQUIVALENTS
The Committee may provide that awards under the 1997 Program earn
dividends or Dividend Equivalents. Such Dividend Equivalents may be paid
currently or may be credited to a Participant's account. In addition,
dividends paid on outstanding awards or issued shares may be credited to a
Participant's account rather than paid currently. Any crediting of
dividends or Dividend Equivalents may be subject to such restrictions and
conditions as the Committee may establish, including reinvestment in
additional shares or share equivalents.
SECTION 17 DEFERRALS AND SETTLEMENTS
Payment of awards may be in the form of cash, Common Stock, other
awards or combinations thereof as the Committee shall determine, and with
such other restrictions as it may impose. The Committee may also require or
permit Participants to elect to defer the issuance of shares or the settlement
of awards in cash under such rules and procedures as it may establish under the
1997 Program. It may also provide that deferred settlements include the
payment or crediting of interest on the deferral amounts denominated in cash
or the payment or crediting of Dividend Equivalents on deferred settlements
denominated in shares.
SECTION 18 OTHER COMPANY BENEFIT AND COMPENSATION
PROGRAMS
Unless otherwise specifically determined by the Committee, settlements of
awards received by Participants under the 1997 Program shall not be deemed a
part of a Participant's regular, recurring compensation for purposes of
calculating payments or benefits from any Company benefit plan, severance
program, or severance pay law of any country. Further, the Company may
adopt other compensation programs, plans, or arrangements as it deems
appropriate or necessary.
SECTION 19 UNFUNDED PLAN
Unless otherwise determined by the Committee, the 1997 Program shall be
unfunded and shall not create (or be construed to create) a trust or a separate
fund or funds. The 1997 Program shall not establish any fiduciary
relationship between the Company and any Participant or other person. To the
extent any person holds any rights by virtue of a grant under the 1997
Program, such right (unless otherwise determined by the Committee) shall be
no greater than the right of an unsecured general creditor of the Company.
SECTION 20 FUTURE RIGHTS
No person shall have any claim or rights to be granted an award under the
1997 Program, and no Participant shall have any rights under the 1997
Program to be retained in the employ of the Company.
EXHIBIT 5
July 2, 1997
Board of Directors
Minnesota Mining and
Manufacturing Company
3M Center
St. Paul, Minnesota 55144
As Senior Vice President and General Counsel of Minnesota Mining and
Manufacturing Company ("3M"), I, or other attorneys reporting to me, have
acted as counsel to 3M in connection with the filing under the Securities Act
of 1933, as amended, of the Registration Statement on Form S-8 relating to
15,000,000 shares of 3M common stock with a par value of $0.50 per share.
The shares are to be offered and sold in connection with 3M's 1997
Management Stock Ownership Program (the "Program"). In such capacity, I,
or other attorneys reporting to me, have examined originals or copies,
certified or otherwise identified to my satisfaction, of such documents,
corporate records and other instruments relating to such securities as I
have deemed necessary or appropriate in connection with this opinion,
including the following: (a) the Restated Certificate of Incorporation and
the By-Laws of 3M, as amended to date; and (b) the records of corporate
proceedings of the stockholders and Board of Directors of the Company
relating to the authorization and issuance of its stock.
Based on the foregoing, 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 15,000,000
shares.
4. The shares of common stock covered by this Registration Statement, when
issued in accordance with proper corporate authorizations, will be validly
issued, fully paid, and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
aforementioned registration statement. I also consent to the reference to me
under the caption "Interests of Named Experts and Counsel" contained in the
Registration Statement.
Sincerely,
/s/ John J. Ursu
John J. Ursu
Senior Vice President and General Counsel
Exhibit 15
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
We are aware that our report dated April 22, 1997 on our reviews of interim
condensed consolidated financial information of Minnesota Mining and
Manufacturing Company and Subsidiaries (the Company) for the three-month
periods ended March 31, 1997 and 1996, and included in the Company's Form
10-Q for the quarter ended March 31,1997, is incorporated by reference in this
Registration Statement on Form S-8. Pursuant to Rule 436(c), under the
Securities Act of 1933, this report should not be considered a part of the
Registration Statement prepared or certified by us within the meaning of
Sections 7 and 11 of that Act.
/s/ COOPERS & LYBRAND
COOPERS & LYBRAND L.L.P.
St. Paul, Minnesota
July 2, 1997
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 10, 1997, on our audits of the consolidated financial
statements of Minnesota Mining and Manufacturing Company and
Subsidiaries as of December 31, 1996 and 1995, and for each of the three
years in the period ended December 31, 1996, which report is included in the
Annual Report on Form 10-K of Minnesota Mining and Manufacturing
Company for the year ended December 31, 1996. We also consent to the
reference to our firm under Item 5 - Interests of Named Experts and Counsel.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
St. Paul, Minnesota
July 2, 1997
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That the undersigned directors
and the Principal Financial and Accounting Officer of MINNESOTA MINING
AND MANUFACTURING COMPANY, a Delaware corporation, hereby
constitute and appoint Livio D. DeSimone, Giulio Agostini, John J. Ursu, Roger
P. Smith, Janet L. Yeomans and Gregg M. Larson, or any of them, their true and
lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for them and in their name, place, and stead, in any and
all capacities, to do any and all acts and things and execute any and all
instruments which said attorneys and agents may deem necessary or desirable
to enable MINNESOTA MINING AND MANUFACTURING COMPANY to comply
with the Securities Exchange Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under said Act of not to
exceed 35,000,000 shares of common stock, with a par value of $0.50 per share,
of this Corporation which may be offered for sale under the 1997 Management
Stock Ownership Program including specifically, but without limiting the
generality of the foregoing, power and authority to sign the name of
MINNESOTA MINING AND MANUFACTURING COMPANY, and the
names of the undersigned directors and Principal Financial and Accounting
Officer to the registration statement and to any instruments and documents
filed as part of or in connection with said registration statement or
amendments thereto; and the undersigned hereby ratify and confirm all that
said attorneys and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents this
10th day of February, 1997.
SIGNATURE TITLE DATE
/s/ Livio D. DeSimone Chairman Of The Board; July 2, 1997
Livio D. DeSimone Chief Executive Officer,
Director
/s/ Giulio Agostini Senior Vice President, July 2, 1997
Giulio Agostini Finance
/s/ Ronald O. Baukol Director July 2, 1997
Ronald O. Baukol
/s/ Edward A. Brennan Director July 2, 1997
Edward A. Brennan
/s/ Allen F. Jacobson Director July 2, 1997
Allen F. Jacobson
/s/ W. George Meredith Director July 2, 1997
W. George Meredith
/s/ Ronald A. Mitsch Director July 2, 1997
Ronald A. Mitsch
/s/Allen E. Murray Director July 2, 1997
Allen E. Murray
/s/ Aulana L. Peters Director July 2, 1997
Aulana L. Peters
/s/ Rozanne L. Ridgway Director July 2, 1997
Rozanne L. Ridgway
/s/ Frank Shrontz Director July 2, 1997
Frank Shrontz
/s/ F. Alan Smith Director July 2, 1997
F. Alan Smith
/s/ Louis W. Sullivan Director July 2, 1997
Louis W. Sullivan
