As filed with the Securities and Exchange Commission on May 12, 1997
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)
1992 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)
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
Registered Registered Offering Price Aggregate Fee
Per Share* Offering Price
Common Stock, 2,550,000 $89.25 $227,878,500 $78,479.00
without shares
par value
- ----------------------------------------------------------------------------
* Estimated solely for calculating amount of registration fee pursuant to
Rule 457(c) 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 May 5, 1997.
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 2,550,000 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.
EXHIBIT INDEX
Exhibit Description
Number
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 Consent of Coopers & Lybrand L.L.P. (Consent of Counsel
included in Exhibit 5)
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 12th day
of May, 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
Livio D. DeSimone Chairman Of The Board; May 12, 1997
Chief Executive Officer,
Director
Giulio Agostini Senior Vice President, May 12, 1997
Finance
Edward A. Brennan Director May 12, 1997
Allen F. Jacobson Director May 12, 1997
Allen E. Murray Director May 12, 1997
Aulana L. Peters Director May 12, 1997
Rozanne L. Ridgway Director May 12, 1997
F. Alan Smith Director May 12, 1997
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 Senior Vice President, Finance of 3M.
/s/ Roger P. Smith
Roger P. Smith, Attorney-in-Fact
EXHIBIT 5
May 12, 1997
Board of Directors
Minnesota Mining and
Manufacturing Company
3M Center
St. Paul, Minnesota 55144
As Assistant General Counsel 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 2,550,000 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 2,550,000
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.
Sincerely,
/s/ Gregg M. Larson
Gregg M. Larson
Assistant 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
May 12, 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.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
St. Paul, Minnesota
May 12, 1997
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 number of shares authorized in the 1992 Program to
reflect a two-for-one stock split effected by the Registrant in March, 1994.
