As filed with the Securities and Exchange Commission on January 12, 2001.
Registration No. 333-48922
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MINNESOTA MINING AND MANUFACTURING COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 41-0417775
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3M Center
St. Paul, Minnesota 55144
(651) 733-1110
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
-------------
Gregg M. Larson, Assistant Secretary
Minnesota Mining and Manufacturing Company
3M Center
St. Paul, Minnesota 55144
(651) 733-1110
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Sonia A. Shewchuk
Faegre & Benson LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement, as
determined in light of market conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _______________
If this form is a post-effective amendment filed pursuant to Rule
462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] _______________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [X]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================
Proposed Proposed
Title of Each Class Amount Maximum Maximum Amount of
of Securities To be Offering Price Aggregate Registration
to be Registered Registered Per Unit (1) Offering Price (1) Fee(3)
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities ... $1,500,000,000(2) 100% $1,500,000,000 $396,000
====================================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457 solely for the purposes of
calculating the registration fee.
(2) Or, in the case of debt securities issued at an original issue discount,
such greater principal amount as shall result in an aggregate offering
price of the amount set forth above or, in the case of debt securities
denominated in a currency other than U.S. dollars or in a composite
currency, such U.S. dollar amount as shall result from converting the
aggregate public offering price of such debt securities into U.S. dollars.
(3) Previously paid in full.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
Subject to completion January 12, 2001
[3M Logo]
Minnesota Mining and
Manufacturing Company
3M Center
St. Paul, Minnesota 55144
(651) 733-1110
$1,500,000,000
MINNESOTA MINING AND MANUFACTURING COMPANY
Debt Securities
-------------
We may from time to time issue up to $1,500,000,000 aggregate principal
amount of debt securities in supplements to this prospectus. We will provide
specific terms of the debt securities in supplements to this prospectus. These
specific terms will include the offering price and other information of the debt
securities. You should read this prospectus and the applicable supplement
carefully before you invest.
When we issue the debt securities offered by this prospectus, they will be
new securities without an established trading market. We may sell these
securities to or through underwriters, and also to other purchasers or through
agents. The names of the underwriters or agents, as the case may be, will be set
forth in the accompanying prospectus supplement.
Investing in our debt securities involves risks. See "Risk Factors" beginning on
page 4.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION, STATE SECURITIES COMMISSION
NOR ANY OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
-------------
This prospectus is dated ________, 2001.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
2
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement (No. 333-48922)
that we filed with the Securities and Exchange Commission using a "shelf"
registration process. Under this process, we may sell in one or more offerings
up to $1,500,000,000, or the equivalent in foreign or composite currencies, of
debt securities. This prospectus provides you with a general description of the
terms and conditions of the debt securities that we may offer. Each time we
offer debt securities, we will provide a prospectus supplement that will contain
specific information about the terms of that offering. The prospectus supplement
may also add, update or change information contained in this prospectus.
To understand the terms of our debt securities, you should carefully
read this document with the applicable prospectus supplement that together give
the specific terms of the debt securities that we may offer. You should also
read the documents we have referred you to in "Where You Can Find Additional
Information" below for information on our company and our financial statements.
The registration statement that contains this prospectus, including the
exhibits to the registration statement, provides additional information about us
and the debt securities offered under this prospectus. The registration
statement can be read at the Securities and Exchange Commission, or the SEC, web
site or at the SEC offices mentioned under the heading "Where You Can Find
Additional Information".
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. Our SEC filings are available to the public over
the Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file with the SEC at its public reference room located at
450 Fifth Street, N.W., Washington, D.C. 20549. You may also obtain copies of
the documents at prescribed rates by writing to the Public Reference Section of
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC
at 1-800-SEC-0330 for further information on the operation of the public
reference facilities. Our SEC filings are also available at the office of the
New York Stock Exchange. For further information on obtaining copies of our
public filings at the New York Stock Exchange, you should call (212) 656-5060.
Our SEC filings are also available to the public over the Internet at EDGAR
Online, Inc.'s web site at http://www.freeedgar.com.
We "incorporate by reference" into this prospectus the information we
file with the SEC, which means we can disclose important information to you by
referring you to those documents filed separately with the SEC. The information
incorporated by reference is an important part of this prospectus. Some
information contained in this prospectus updates the information incorporated by
reference, and information that we file subsequently with the SEC will
automatically update this prospectus. In other words, in the case of a conflict
or inconsistency between information set forth in this prospectus and
information incorporated by reference into this prospectus, you should rely on
the information contained in the document that was filed later. We incorporate
by reference the documents listed below that we filed with
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<PAGE>
the SEC (File No. 1-3285) and any filings we make with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the
initial filing of the registration statement that contains this prospectus and
before the time that we sell all the debt securities offered by this prospectus:
* our Annual Report on Form 10-K for the year ended December 31, 1999,
including information specifically incorporated by reference into
our Form 10-K from our definitive Notice and Proxy Statement for our
2000 Annual Meeting of Stockholders, our Quarterly Report on Form
10-Q for the quarter ended June 30, 1987, our Form 8-K dated
November 20, 1996, our Form 8-K dated June 30, 1997, and
Registration Nos. 33-48089 and 333-30689;
* Quarterly Reports on Form 10-Q for the quarters ended March 31,
2000, June 30, 2000 and September 30, 2000; and
* Current Reports on Form 8-K filed May 16, 2000, July 27, 2000, July
27, 2000, October 23, 2000, November 20, 2000, December 6, 2000,
December 7, 2000 and January 11, 2001.
You may request a copy of these filings, other than an exhibit to a
filing unless that exhibit is specifically incorporated by reference into that
filing, at no cost, by writing to or telephoning us at the following address:
Office of the Secretary
3M Center Bldg 220-14W-06
St. Paul, MN 55144-1000
Phone: (651) 733-1529
Fax: (651) 733-2782
You should rely only on the information incorporated by reference or presented
in this prospectus or the applicable prospectus supplement. Neither we, nor any
underwriters or agents, have authorized anyone else to provide you with
different information. We may only use this prospectus to sell debt securities
if it is accompanied by a prospectus supplement. We are only offering these debt
securities in states where the offer is permitted. You should not assume that
the information in this prospectus or the applicable prospectus supplement is
accurate as of any date other than the dates on the front of those documents.
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE
MAKING AN INVESTMENT DECISION. ADDITIONAL RISKS WE ARE NOT PRESENTLY
AWARE OF OR THAT WE CURRENTLY BELIEVE ARE IMMATERIAL MAY ALSO IMPAIR
OUR BUSINESS OPERATIONS. DEPENDING ON THE TERMS OF A PARTICULAR DEBT
SECURITY, WE MAY ALSO POINT OUT ADDITIONAL RISKS RELATING TO AN
INVESTMENT IN THIS SECURITY IN A PROSPECTUS SUPPLEMENT. IN ASSESSING
THESE RISKS, YOU SHOULD ALSO REFER TO THE OTHER INFORMATION CONTAINED
OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS, INCLUDING OUR
FINANCIAL STATEMENTS AND RELATED NOTES, AND IN THE APPLICABLE
PROSPECTUS SUPPLEMENT.
3M IS THE SUBJECT OF VARIOUS LEGAL PROCEEDINGS, AND DUE TO THE INHERENT
UNCERTAINTY OF LITIGATION, THERE EXISTS THE REMOTE POSSIBILITY THAT A FUTURE
ADVERSE RULING COULD RESULT IN FUTURE CHARGES THAT COULD HAVE A MATERIAL
ADVERSE IMPACT ON 3M.
3M and some of its subsidiaries are named defendants in a number of
actions, governmental proceedings and claims, including environmental
proceedings and products liability claims involving products that 3M now or
formerly manufactured and sold. While 3M believes that a material adverse impact
on its consolidated financial position, results of operations, or cash flows
from any future charges arising from these legal proceedings is remote, due to
the inherent uncertainties of litigation, there exists the remote possibility
that a future adverse ruling could result in future charges that could have a
material adverse impact on 3M.
With respect to the environmental proceedings, 3M may be jointly and
severally liable under various environmental laws, including the United States
Comprehensive Environmental Response, Compensation and Liability Act of 1980 and
similar state laws, for the costs of environmental contamination at current or
former facilities and at off-site locations at which 3M has disposed of
hazardous waste. 3M has identified numerous locations, most of which are in the
United States, at which it may have some liability for remediating
contamination. Amounts expensed for environmental remediation activities are not
expected to be material at these locations.
Breast implant products liability claims are reported in 3M's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2000. 3M and various
other companies have been named as defendants in a number of claims and lawsuits
alleging damages for personal injuries of various types resulting from breast
implants formerly manufactured by 3M or a related company. In some actions, the
claimants seek damages and other relief, which, if granted, would require
substantial expenditures.
4
<PAGE>
These lawsuits purport to represent 4,514 individual claimants. 3M has
confirmed that 111 of the 4,514 claimants have opted out of the class action
settlement and have 3M implants. Approximately 93% of the claimants in these
confirmed cases have alleged an unspecified amount of damages above the
jurisdictional limit of the courts in which the cases were filed. As of
September 30, 2000, we had eight claimants that filed lawsuits in the New York
state courts alleging damages of $20 million each. All but one of these eight
lawsuits has since been resolved.
3M believes that most of the remaining 4,403 claimants will be dismissed
either because the claimants did not have 3M implants or the claimants accepted
benefits under the class action settlement. Approximately 88% of these claimants
have filed lawsuits that either do not allege a specific amount of damages or
allege an unspecified amount of damages above the jurisdictional limit of the
court. The rest of these claimants allege damages of approximately $300 million
in their lawsuits. Approximately 390 claimants that have filed lawsuits in New
York state courts have alleged damages in excess of $20 million each. 3M expects
that all of these New York cases will be dismissed without payment for the
reasons stated above.
Based on 3M's experience in resolving thousands of these lawsuits, 3M
believes that the amount of damages alleged in complaints is not a reliable or
meaningful measure of the potential liability that 3M may incur in the breast
implant litigation. Investors should place no reliance on the amount of damages
alleged in breast implant lawsuits against 3M.
3M's best estimate of the remaining probable amount to cover all costs for
resolving the breast implant litigation is $41 million. 3M believes that the
ultimate outcome of these proceedings and claims, individually and in the
aggregate, will not have a material adverse effect on the consolidated financial
position, results of operations, or cash flows of 3M. However, there can be no
absolute certainty that 3M may not ultimately incur charges for breast implant
claims in excess of presently established accruals. While 3M believes that a
material adverse impact on its consolidated financial position, results of
operations, or cash flows from any future charges is remote, when litigation is
involved there exists the remote possibility that a future adverse ruling could
result in future charges that could have a material adverse impact on 3M. The
estimate of the potential impact on 3M's financial position for breast implant
litigation could change in the future.
3M also has recorded receivables for the probable amount of insurance
recoverable with respect to these matters. As of September 30, 2000, 3M had
remaining insurance receivable related to these matters of $527 million, which
represents 3M's best estimate of the remaining probable insurance recoverable.
3M can provide no assurance that 3M will collect all amounts of the insurance
recoverable with respect to these matters.
For a more detailed discussion of legal proceedings involving 3M, see the
discussion of "Legal Proceedings" in Part II, Item 1 of 3M's Quarterly Report on
Form 10-Q for the period ended September 30, 2000, which is incorporated by
reference.
5
<PAGE>
THE COMPANY
3M was incorporated in 1929 under the laws of the State of Delaware to
continue operations, begun in 1902, of a Minnesota corporation of the same name.
3M's principal executive offices are located at 3M Center, St. Paul, Minnesota
55144 (telephone: 651-733-1110).
3M is an integrated enterprise characterized by substantial
intercompany cooperation in research, manufacturing and marketing of products.
3M's business has developed from its research and technology in coating and
bonding for coated abrasives, the company's original product. Coating and
bonding is the process of applying one material to another, such as abrasive
granules to paper or cloth (coated abrasives), adhesives to a backing
(pressure-sensitive tapes), ceramic coating to granular mineral (roofing
granules), glass beads to plastic backing (reflective sheeting), and low-tack
adhesives to paper (repositionable notes).
3M is among the leading manufacturers of products for many of the
markets it serves. In all cases, 3M products are subject to direct or indirect
competition. Most 3M products involve expertise in product development,
manufacturing and marketing, and are subject to competition from products
manufactured and sold by other technically oriented companies.
Our strategic business units have been aggregated into six reportable
segments: Industrial Markets, Health Care Markets, Transportation, Graphics and
Safety Markets, Consumer and Office Markets, Electro and Communications Markets
and Specialty Material Markets. These segments bring together common or related
3M technologies, enhancing the development of innovative products and services
and providing for efficient sharing of business resources. These segments have
worldwide responsibility for virtually all 3M product lines. A few miscellaneous
businesses and staff-sponsored products, as well as various corporate assets and
corporate overhead expenses, are not assigned to the segments.
When we refer to "3M", "our company", "we", "our", and "us" in this
prospectus under the headings "The Company" and "Ratio of Earnings to Fixed
Charges", we mean Minnesota Mining and Manufacturing Company and its
consolidated subsidiaries unless the context indicates otherwise. When these
terms are used elsewhere in this prospectus, we refer only to Minnesota Mining
and Manufacturing Company unless the context indicates otherwise.
6
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges
for the periods indicated:
<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED DECEMBER 31, ENDED SEPTEMBER 30,
-------------------------------------------------------- ------------------------
1995 1996 1997 1998 1999 2000
-------------------------------------------------------- ------------------------
<S> <C> <C> <C> <C> <C> <C>
12.41x(1) 16.59 21.58(2) 10.32(3) 18.22(4) 16.85(5)
</TABLE>
---------------------------------
(1) The ratio for the year ended December 31, 1995 includes a pre-tax
restructuring charge of $79 million.
(2) The ratio for the year ended December 31, 1997 includes a pre-tax
gain on the sale of National Advertising Company of $803 million.
(3) The ratio for the year ended December 31, 1998 includes a pre-tax
restructuring charge of $493 million.
(4) The ratio for the year ended December 31, 1999 includes a
non-recurring net pre-tax gain of $100 million relating to gains on
divestitures, litigation expense, an investment valuation
adjustment, and a change in estimate that reduced the 1998
restructuring charge.
(5) The ratio for the nine months ended September 30, 2000 includes a
non-recurring net pre-tax gain of $51 million from the termination
of a product marketing and distribution agreement, gains relating to
asset dispositions, and non-recurring costs, primarily related to
our decision to phase out the perfluorooctanyl chemistry.
* For purposes of calculating the ratio, fixed charges consist of:
* gross interest, including the interest component of ESOP benefit
expense;
* amortization of debt expense and discount or premium relating to any
indebtedness; and
* the portion of rental expense on operating leases considered to be
representative of the interest factor therein.
* The ratio of earnings to fixed charges is calculated as follows:
<TABLE>
<S> <C>
(income from continuing operations (fixed (amortization of (capitalized
before income taxes and minority interest) + charges) + capitalized interest) - interest)
--------------------------------------------------------------------------------------------
(fixed charges)
</TABLE>
7
<PAGE>
USE OF PROCEEDS
Unless otherwise specified in the applicable prospectus supplement, the
net proceeds we receive from the sale of the debt securities offered by this
prospectus and any accompanying prospectus supplement will be used for general
corporate purposes, including:
* the repayment of debt;
* investments in or extensions of credit to our subsidiaries; or
* the financing of possible acquisitions or business expansion.
Until the net proceeds have been used, they may be invested temporarily in
short-term marketable securities.
DESCRIPTION OF DEBT SECURITIES
This section describes the general terms and provisions of the debt
securities. The applicable prospectus supplement will describe the specific
terms of the debt securities offered through that prospectus supplement and any
general terms outlined in this section that will not apply to those debt
securities. The debt securities will be issued under an indenture between us and
the trustee named in the applicable prospectus supplement. As used in this
prospectus, "debt securities" means the debentures, notes, bonds and other
evidence of indebtedness that we issue and the trustee authenticates and
delivers under the indenture.
We have summarized the general terms and provisions of the indenture in
this section. This summary, however, does not describe every aspect of the
indenture. We have filed the form of the indenture as an exhibit to the
registration statement. You should read the form of indenture for additional
information before you buy any debt securities. The summary that follows
includes references to section numbers of the indenture so that you can more
easily locate these provisions.
GENERAL
The debt securities will be our direct, senior, unsecured obligations.
The indenture does not limit the amount of debt securities that we may issue and
permits us to issue debt securities from time to time. Debt securities issued
under the indenture will be issued as part of a series that has been established
by us under the indenture. (Section 301) Unless a prospectus supplement relating
to debt securities states otherwise, the indenture and the terms of the debt
securities will not contain any covenants designed to afford Holders (as defined
below) of any debt securities protection in a highly leveraged or other
transaction involving us that may adversely affect Holders of the debt
securities. If we ever issue bearer securities we will summarize provisions of
the indenture that relate to bearer securities in the applicable prospectus
supplement.
8
<PAGE>
A prospectus supplement relating to a series of debt securities being
offered will include specific terms relating to the offering. (Section 301)
These terms will include some or all of the following:
* the title and type of the debt securities;
* any limit on the total principal amount of the debt securities;
* the price at which the debt securities will be issued;
* the maturity date of the debt securities;
* the date or dates on which the principal of and premium, if any, on
the debt securities will be payable;
* if the debt securities will bear interest:
* the interest rate on the debt securities;
* the date from which interest will accrue;
* the record and interest payment dates for the debt securities;
* the first interest payment date; and
* any circumstances under which we may defer interest payments;
* any optional redemption provisions that would permit us or the
Holders of debt securities to elect redemption of the debt
securities before their final maturity;
* any sinking fund provisions that would obligate us to redeem the
debt securities before their final maturity;
* the currency or currencies in which the debt securities will be
denominated and payable, if other than U.S. dollars;
* any provisions that would permit us or the Holders of the debt
securities to elect the currency or currencies in which the debt
securities are paid;
* whether the provisions described under the heading "Defeasance"
below apply to the debt securities;
* any changes to or additional events of default or covenants;
* whether the debt securities will be issued in whole or in part in
the form of temporary or permanent global securities and, if so, the
depositary for those global
9
<PAGE>
securities (a "global security" means a debt security that we issue
in accordance with the indenture to represent all or part of a
series of debt securities);
* any special tax implications of the debt securities; and
* any other terms of the debt securities.
A "Holder," with respect to a registered security, means the person in whose
name the debt security is registered in the security register. (Section 101)
PAYMENT; EXCHANGE; TRANSFER
We will designate a place of payment where you can receive payment of
the principal of and any premium and interest on the debt securities or transfer
the debt securities. Even though we will designate a place of payment, we may
elect to pay any interest on the debt securities by mailing a check to the
person listed as the owner of the debt securities in the security register or by
wire transfer to an account designated by that person in writing not less than
ten days before the date of the interest payment. (Sections 305, 307, 1002)
There will be no service charge for any registration of transfer or exchange of
the debt securities, but we may require you to pay any tax or other governmental
charge payable in connection with a transfer or exchange of the debt securities.
(Section 305)
DENOMINATIONS
Unless the prospectus supplement states otherwise, the debt securities
will be issued only in registered form, without coupons, in denominations of
$1,000 each or multiples of $1,000.
ORIGINAL ISSUE DISCOUNT
Debt securities may be issued under the indenture as original issue
discount securities and sold at a substantial discount below their stated
principal amount. If a debt security is an "original issue discount security,"
that means that an amount less than the principal amount of the debt security
will be due and payable upon a declaration of acceleration of the maturity of
the debt security under the indenture. (Section 101) The applicable prospectus
supplement will describe the federal income tax consequences and other special
factors which should be considered before purchasing any original issue discount
securities.
CLASSIFICATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES
The indenture contains several restrictive covenants that apply to us
and all of our Restricted Subsidiaries. Those covenants do not apply to our
Unrestricted Subsidiaries. For example, the assets and indebtedness of
Unrestricted Subsidiaries and investments by us or our Restricted Subsidiaries
in Unrestricted Subsidiaries are not included in the calculations
10
<PAGE>
described under the heading "-Restrictions on Secured Funded Debt" below. The
indenture does not require us to maintain any Restricted Subsidiaries and, if we
do not, the indenture will not provide any limitations on the amount of secured
debt created or incurred by our Subsidiaries.
A "Subsidiary" is any corporation of which we own more than 50% of the
outstanding shares of Voting Stock, except for directors' qualifying shares,
directly or through one or more of our other Subsidiaries. "Voting Stock" means
stock that is entitled in the ordinary course (I.E., not only as a result of the
happening of a contingency) to vote in an election for directors.
A "Restricted Subsidiary" means any of our Subsidiaries which has
substantially all of its property in the United States, which owns or is a
lessee of any Principal Property and in which our investment and the investment
of our Subsidiaries exceeds 1% of our Consolidated Net Tangible Assets as of the
date of the determination, other than Unrestricted Subsidiaries. Additionally,
this definition includes any other Subsidiary designated by our board of
directors as a Restricted Subsidiary. (Section 101). A "Wholly-owned Restricted
Subsidiary" is a Restricted Subsidiary of which we own all of the outstanding
capital stock directly or through our other Wholly-owned Restricted
Subsidiaries.
Our "Unrestricted Subsidiaries" are:
* 3M Financial Management Company;
* other Subsidiaries (whose primary business is in finance operations)
acquired or formed by us after the date of this prospectus ; and
* any other Subsidiary if a majority of its Voting Stock is owned
directly or indirectly by an Unrestricted Subsidiary.
Our board of directors can at any time change a Subsidiary's designation from an
Unrestricted Subsidiary to a Restricted Subsidiary if:
* the majority of that Subsidiary's Voting Stock is not owned by an
Unrestricted Subsidiary, and
* after the change of designation, we would be in compliance with the
restrictions contained in the Secured Funded Debt covenant described
under the heading "-Restrictions on Secured Funded Debt" below.
(Sections 101, 1010(a))
RESTRICTIONS ON SECURED FUNDED DEBT
The indenture limits the amount of Secured Funded Debt that we and our
Restricted Subsidiaries may incur or otherwise create (including by guarantee).
Neither we nor our
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<PAGE>
Restricted Subsidiaries may incur or otherwise create any new Secured Funded
Debt unless immediately after this incurrence or creation:
* the sum of:
* the aggregate principal amount of all of our outstanding Secured
Funded Debt and that of our Restricted Subsidiaries, other than
the several categories of Secured Funded Debt discussed below on
page 13 of this prospectus, plus
* the aggregate amount of our Attributable Debt and that of our
Restricted Subsidiaries relating to sale and lease-back
transactions,
* does not exceed 15% of our Consolidated Net Tangible Assets.
This limitation does not apply if the outstanding debt securities are secured
equally and ratably with or prior to the new Secured Funded Debt. (Sections
1008(a), 1008(c))
"Secured Funded Debt" means Funded Debt which is secured by a mortgage,
lien or other similar encumbrance upon any of our assets or those of our
Restricted Subsidiaries. (Section 101)
"Funded Debt" means:
* Indebtedness maturing, or which we may extend or renew to mature,
more than 12 months after the time the amount of Funded Debt is
computed, plus
* guarantees of Indebtedness of the type described in the preceding
bullet point, or of dividends, except guarantees in connection with
the sale or discount of accounts receivable, trade acceptances and
other paper arising in the ordinary course of business, plus
* Funded Debt secured by a mortgage, lien or similar encumbrance on
our assets or those of our Restricted Subsidiaries, whether or not
this Funded Debt is assumed by us or one of our Restricted
Subsidiaries, plus
* in the case of a Subsidiary, all preferred stock of that Subsidiary.
Funded Debt DOES NOT INCLUDE any amount relating to obligations under leases, or
guarantees of leases, whether or not those obligations would be included as
liabilities on our consolidated balance sheet. (Section 101)
"Indebtedness" means, except as set forth in the next sentence:
* all items of indebtedness or liability, except capital and surplus,
which under accounting principles generally accepted in the United
States of America
12
<PAGE>
would be included in total liabilities on the liability side of a
balance sheet as of the date that indebtedness is being determined;
* indebtedness secured by a mortgage, lien or other similar
encumbrance on property owned subject to that mortgage, lien or
other similar encumbrance, regardless of whether the indebtedness
secured by that mortgage, lien or other similar encumbrance was
assumed; and
* guarantees, endorsements, other than for purposes of collection, and
other contingent obligations relating to, or to purchase or
otherwise acquire, indebtedness of others, unless the amount of the
guarantees, endorsements or other contingent obligations is included
in the preceding two bullet points.
Indebtedness does not include any obligations or guarantees of obligations
relating to lease rentals, even if these obligations or guarantees of
obligations would be included as liabilities on our consolidated balance sheet.
(Section 101)
"Attributable Debt" means:
* the balance sheet liability amount of capital leases as determined
by accounting principles generally accepted in the United States of
America, plus
* the amount of future minimum operating lease payments required to be
disclosed by accounting principles generally accepted in the United
States of America, less any amounts required to be paid on account
of maintenance and repairs, insurance, taxes, assessments, water
rates and similar charges, discounted using the interest rate
implicit in the lease to calculate the present value of operating
lease payments.
The amount of Attributable Debt relating to an operating lease that can be
terminated by the lessee with the payment of a penalty will be calculated based
on the lesser of:
* the aggregate amount of lease payments required to be made until the
first date the lease can be terminated by the lessee plus the amount
of the penalty, or
* the aggregate amount of lease payments required to be made during
the remaining term of the lease. (Section 101)
"Consolidated Net Tangible Assets" means the total consolidated amount
of our assets and those of our Subsidiaries, minus applicable reserves and other
properly deductible items and after excluding any investments made in
Unrestricted Subsidiaries or in corporations while they were Unrestricted
Subsidiaries but which are not Subsidiaries at the time of the calculation,
minus
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* all liabilities and liability items, including leases, or guarantees
of leases, which under accounting principles generally accepted in
the United States of America would be included in the balance sheet,
except Funded Debt, capital stock and surplus, surplus reserves and
deferred income taxes, and
* goodwill, trade names, trademarks, patents, unamortized debt
discount and expense and other similar intangibles. (Section 101)
The following categories of Secured Funded Debt will not be considered
in determining whether we are in compliance with the covenant described in the
first paragraph under the heading "Restrictions on Secured Funded Debt":
* Secured Funded Debt of a Restricted Subsidiary owing to us or to one
of our Wholly-owned Restricted Subsidiaries;
* Secured Funded Debt resulting from a mortgage, lien or other similar
encumbrance in favor of the U.S. Government or any State or any
instrumentality thereof to secure partial, progress, advance or
other payments;
* Secured Funded Debt resulting from a mortgage, lien or other similar
encumbrance on property, shares of stock or Indebtedness of any
company existing at the time that this company becomes one of our
Subsidiaries;
* Secured Funded Debt resulting from a mortgage, lien or other similar
encumbrance on property, shares of stock or Indebtedness which:
* exists at the time that the property, shares of stock or
Indebtedness is acquired by us or one of our Restricted
Subsidiaries, including acquisitions by merger or consolidation,
* secures the payment of any part of the purchase price of or
construction cost for the property, shares of stock or
Indebtedness or
* secures any indebtedness incurred prior to, at the time of, or
within 120 days after, the acquisition of the property, shares of
stock or Indebtedness or the completion of any construction of
the property for the purpose of financing all or a part of the
purchase price or construction cost of the property, shares of
stock or Indebtedness,
provided that, in all cases, we continue to comply with the covenant
relating to mergers and consolidations discussed under the heading
"-Consolidation, Merger or Sale" below;
* Secured Funded Debt secured by a mortgage, lien or other similar
encumbrance in connection with the issuance of revenue bonds on
which the
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interest is exempt from federal income tax pursuant to the Internal
Revenue Code of 1986; and
* any extension, renewal or refunding of:
* any Secured Funded Debt permitted under the first paragraph under
the heading "Restrictions on Secured Funded Debt,"
* any Secured Funded Debt outstanding at the end of our fiscal year
immediately preceding the execution date of the indenture of any
then Restricted Subsidiary or
* any Secured Funded Debt of any company outstanding at the time
this company became a Restricted Subsidiary. (Section 1008(b))
RESTRICTIONS ON SALE AND LEASE-BACK TRANSACTIONS
The indenture provides that neither we nor any of our Restricted
Subsidiaries may enter into any sale and lease-back transaction involving any
Principal Property, as defined below, more than 120 days after its acquisition
or the completion of its construction and commencement of its full operation,
unless either:
* we or any of our Restricted Subsidiaries could (1) create Secured
Funded Debt on the property equal to the Attributable Debt with
respect to the sale and lease-back transaction and (2) still be in
compliance with the restrictions on Secured Funded Debt (see
"-Restrictions on Secured Funded Debt" above); or
* we apply an amount, subject to credits for some voluntary
retirements of debt securities and/or Funded Debt as specified in
the indenture, equal to the greater of (1) the fair value of the
property or (2) the net proceeds of the sale, within 120 days, to
the retirement of Secured Funded Debt.
This restriction will not apply to any sale and lease-back transaction:
* between us and one of our Restricted Subsidiaries,
* between any of our Restricted Subsidiaries, or
* involving a lease for a period, including renewals, of three years
or less. (Section 1009)
"Principal Property" means any building or other facility located in the United
States, together with the land upon which it is erected and its fixtures that is
owned or leased by us or one of our Subsidiaries that is used primarily for
manufacturing or processing and has a gross book value, before deduction of any
depreciation reserves, greater than 1% of our Consolidated Net Tangible Assets,
other than:
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* a building or facility that is financed by obligations issued by a
state or local government under several sections of the Internal
Revenue Code of 1986; or
* a building or facility that in the opinion of our board of directors
is not of material importance to the total business conducted by us
and our Subsidiaries considered together. (Section 101)
CONSOLIDATION, MERGER OR SALE
The indenture generally permits a consolidation or merger between us
and another corporation. It also permits the sale or transfer by us of all or
substantially all of our property and assets and the purchase by us of all or
substantially all of the property and assets of another corporation. These
transactions are permitted if:
* the resulting or acquiring corporation, if other than us, assumes
all of our responsibilities and liabilities under the indenture,
including the payment of all amounts due on the debt securities and
performance of the covenants in the indenture;
* immediately after the transaction, no event of default exists; and
* except in the case of a consolidation or merger of a Restricted
Subsidiary with and into us, either (1) we have obtained the consent
of the Holders of a majority in aggregate principal amount of the
outstanding debt securities of each series or (2) immediately after
the transaction, the resulting or acquiring corporation could incur
additional Secured Funded Debt and still be in compliance with the
restrictions on Secured Funded Debt (see "-Restrictions on Secured
Funded Debt" above). (Section 801)
Even though the indenture contains the provisions described above, we
are not required by the indenture to comply with those provisions if we sell all
of our property and assets to another corporation if, immediately after the
sale:
* that corporation is one of our Wholly-owned Restricted Subsidiaries;
and
* we could incur additional Secured Funded Debt and still be in
compliance with the restrictions on Secured Funded Debt (see
"-Restrictions on Secured Funded Debt" above). (Section 803)
If we consolidate or merge with or into any other corporation or sell
all or substantially all of our assets according to the terms and conditions of
the indenture, the resulting or acquiring corporation will be substituted for us
in the indenture with the same effect as if it had been an original party to the
indenture. As a result, this successor
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corporation may exercise our rights and powers under the indenture, in our name
or in its own name and we will be released from all our liabilities and
obligations under the indenture and under the debt securities. (Section 802)
MODIFICATION AND WAIVER
Under the indenture, we and the trustee can modify or amend the
indenture with the consent of the Holders of a majority in aggregate principal
amount of the outstanding debt securities of each series of debt securities
affected by the modification or amendment. However, we may not, without the
consent of the Holder of each debt security affected:
* change the stated maturity date of any payment of principal or
interest;
* reduce payments due on the original issue discount securities;
* change the place of payment or currency in which any payment on the
debt securities is payable;
* limit a Holder's right to sue us for the enforcement of payments due
on the debt securities;
* reduce the percentage of outstanding debt securities required to
consent to a modification or amendment of the indenture;
* limit a Holder's right, if any, to repayment of debt securities at
this Holder's option; or
* modify any of the foregoing requirements or reduce the percentage of
outstanding debt securities required to waive compliance with
several provisions of the indenture or to waive defaults under the
indenture. (Section 902)
Under the indenture, the Holders of a majority in aggregate principal
amount of the outstanding debt securities of any series of debt securities may,
on behalf of all Holders of that series:
* waive compliance by us with several restrictive covenants of the
indenture, such as corporate existence and maintenance of
properties; and
* waive any past default under the indenture, except:
* a default in the payment of the principal of or any premium or
interest on any debt securities of that series; or
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* a default under any provision of the indenture which itself
cannot be modified or amended without the consent of the Holders
of each outstanding debt security of that series. (Sections 1012,
513)
EVENTS OF DEFAULT
An event of default with respect to any series of debt securities will
occur under the indenture if:
* we fail to pay interest on any debt security of that series for 30
days after the payment is due;
* we fail to pay the principal of or any premium on any debt security
of that series when due;
* we fail to deposit any sinking fund payment when due on debt
securities of that series;
* we fail to perform any other covenant in the indenture that applies
to debt securities of that series for 90 days after we have received
written notice of the failure to perform in the manner specified in
the indenture;
* we default under any Indebtedness for borrowed money, including
other series of debt securities, or under any mortgage, lien or
other similar encumbrance, indenture or instrument, including the
indenture, which secures any Indebtedness for borrowed money, and
which results in acceleration of the maturity of an outstanding
principal amount of Indebtedness greater than $20 million, unless
this acceleration is rescinded (or the Indebtedness is discharged)
within 10 days after we have received written notice of the default
in the manner specified in the indenture;
* commencement of voluntary or involuntary bankruptcy, insolvency or
reorganization; or
* any other event of default that may be specified for the debt
securities of that series when that series is created occurs.
(Section 501)
If an event of default for any series of debt securities occurs and continues,
the trustee or the Holders of at least 25% in aggregate principal amount of the
outstanding debt securities of the series may declare the entire principal of
all the debt securities of that series to be due and payable immediately. If
such a declaration occurs, the Holders of a majority of the aggregate principal
amount of the outstanding debt securities of that series can, subject to the
specific payment conditions set forth in the indenture, rescind the declaration.
(Sections 502, 513)
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The prospectus supplement relating to each series of debt securities
which are original issue discount securities will describe the particular
provisions that relate to the acceleration of maturity of a portion of the
principal amount of that series when an event of default occurs and continues.
An event of default for a particular series of debt securities does not
necessarily constitute an event of default for any other series of debt
securities issued under the indenture. The indenture requires us to file a
certificate with the trustee each year that states the nature of the default if
any default exists under the terms of the indenture. (Section 1011) The trustee
may withhold notice to the Holders of debt securities of any default, except
defaults in the payment of principal, premium, interest or any sinking fund
installment, if it considers the withholding of notice to be in the best
interests of the Holders. (Section 602)
Other than its duties in the case of a default, a trustee is not
obligated to exercise any of its rights or powers under the indenture at the
request, order or direction of any Holders, unless the Holders offer the trustee
reasonable indemnification. (Sections 601, 603) If reasonable indemnification is
provided, then, subject to other rights of the trustee provided in the
indenture, the Holders of a majority in principal amount of the outstanding debt
securities of any series may, with respect to the debt securities of that
series, direct the time, method and place of:
* conducting any proceeding for any remedy available to the trustee;
or
* exercising any trust or power conferred upon the trustee. (Sections
512, 603)
The Holder of a debt security of any series will have the right to
begin any proceeding with respect to the indenture or for any remedy only if:
* the Holder has previously given the trustee written notice of a
continuing event of default with respect to that series;
* the Holders of at least 25% in aggregate principal amount of the
outstanding debt securities of that series have made a written
request of, and offered reasonable indemnification to, the trustee
to begin the proceeding;
* the trustee has not started the proceeding within 60 days after
receiving the request; and
* the trustee has not received directions inconsistent with the
request from the Holders of a majority in aggregate principal amount
of the outstanding debt securities of that series during those 60
days. (Section 507)
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However, the Holder of any debt security will have an absolute right to receive
payment of principal of and any premium and interest on the debt security when
due and to institute suit to enforce this payment. (Section 508)
DEFEASANCE
DEFEASANCE AND DISCHARGE. At the time that we establish a series of debt
securities under the indenture, we can provide that the debt securities of that
series are subject to the defeasance and discharge provisions of the indenture.
If we so provide, we will be discharged from our obligations on the debt
securities of that series if we deposit with the trustee, in trust, sufficient
money or Government Obligations, as defined below, to pay the principal,
interest, any premium and any other sums due on the debt securities of that
series, such as sinking fund payments, on the dates these payments are due under
the indenture and the terms of the debt securities. (Section 403) As used above,
"Government Obligations" mean:
* securities of the same government which issued the currency in which
the series of debt securities are denominated and in which interest
is payable; or
* securities of government agencies backed by the full faith and
credit of the government. (Section 101)
In the event that we deposit funds in trust and discharge our
obligations under a series of debt securities as described above, then:
* the indenture will no longer apply to the debt securities of that
series, except for the obligations to compensate, reimburse and
indemnify the trustee, to register the transfer and exchange of debt
securities, to replace lost, stolen or mutilated debt securities and
to maintain paying agencies and the trust funds; and
* Holders of debt securities of that series can only look to the trust
fund for payment of principal, any premium and interest on the debt
securities of that series. (Section 403)
Under federal income tax law, that deposit and discharge may be treated
as an exchange of the related debt securities for an interest in the trust
mentioned above. Each holder might be required to recognize gain or loss equal
to the difference between:
* the holder's cost or other tax basis for the debt securities, and
* the value of the holder's interest in the trust.
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Holders might be required to include in income a share of the income, gain or
loss of the trust, including gain or loss recognized in connection with any
substitution of collateral, as described in this section under the heading
"-Substitution of Collateral" below. You are urged to consult your own tax
advisers as to the specific consequences of such a deposit and discharge,
including the applicability and effect of tax laws other than federal income tax
law.
DEFEASANCE OF COVENANTS AND EVENTS OF DEFAULT. At the time that we establish
a series of debt securities under the indenture, we can provide that the debt
securities of that series are subject to the covenant defeasance provisions of
the indenture. If we so provide and we make the deposit described in this
section under the heading "-Defeasance and Discharge" above:
* we will not have to comply with the following restrictive covenants
contained in the indenture: Consolidation, Merger or Sale (Sections
801, 803); Restrictions on Secured Debt (Section 1008); Restrictions
on Sale and Lease-Back Transactions (Section 1009); Classification
of Restricted and Unrestricted Subsidiaries (Section 1010); and any
other covenant we designate when we establish the series of debt
securities; and
* we will not have to treat the events described in the fourth bullet
point under the heading "-Events of Default" as they relate to the
covenants listed above that have been defeased and no longer are in
effect and the events described in the fifth, sixth and seventh
bullet points under the heading "-Events of Default" as events of
default under the indenture in connection with that series.
In the event of a defeasance, our obligations under the indenture and the debt
securities, other than with respect to the covenants and the events of default
specifically referred to above, will remain in effect. (Section 1501)
If we exercise our option not to comply with the covenants listed above
and the debt securities of that series become immediately due and payable
because an event of default has occurred, other than as a result of an event of
default specifically referred to above, the amount of money and/or Government
Obligations on deposit with the trustee will be sufficient to pay the principal,
interest, any premium and any other sums, due on the debt securities of that
series, such as sinking fund payments, on the date the payments are due under
the indenture and the terms of the debt securities, but may not be sufficient to
pay amounts due at the time of acceleration. However, we would remain liable for
the balance of the payments. (Section 1501).
SUBSTITUTION OF COLLATERAL. At the time that we establish a series of debt
securities under the indenture, we can provide for our ability to, at any time,
withdraw any money or Government Obligations deposited pursuant to the
defeasance provisions described above if we simultaneously substitute other
money and/or Government Obligations which would satisfy our payment obligations
on the debt securities of that series pursuant to the defeasance provisions
applicable to those debt securities. (Section 402)
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PLAN OF DISTRIBUTION
We may sell the debt securities in four ways:
* through underwriters;
* through dealers;
* through agents; and
* directly to purchasers.
The distribution of the debt securities offered under this prospectus
may occur from time to time in one or more transactions at a fixed price or
prices, which may be changed, at market prices prevailing at the time of sale,
at prices related to the prevailing market prices or at negotiated prices.
If the applicable prospectus supplement indicates, we will authorize
dealers or our agents to solicit offers by institutions to purchase debt
securities from us pursuant to contracts that provide for payment and delivery
on a future date. We must approve all these institutions, but they may include,
among others:
* commercial and savings banks;
* insurance companies;
* pension funds;
* investment companies; and
* educational and charitable institutions.
The institutional purchaser's obligations under the contract are only subject to
the condition that the purchase of the debt securities at the time of delivery
is allowed by the laws that govern the purchaser. The dealers and our agents
will not be responsible for the validity or performance of the contracts.
If we use underwriters in an offering of securities using this
prospectus, we will execute an underwriting agreement with one or more
underwriters. The names of those underwriters and the terms of the transaction
will be set forth in the applicable prospectus supplement. The underwriting
agreement will provide that the obligations of the underwriters with respect to
a sale of the offered securities are subject to specified conditions precedent
and that the underwriters will be obligated to purchase all of the offered
securities if any are purchased. In connection with the sale of debt securities,
underwriters may receive compensation from us or from purchasers of debt
securities for whom they may act as agents in the form of discounts, concessions
or commissions. Underwriters may sell debt securities to or through dealers, and
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these dealers may receive compensation in the form of discounts, concessions, or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents.
If we use a dealer in an offering of securities using this prospectus,
we will sell the offered securities to the dealer as principal. The dealer may
then resell those securities to the public or other deals at a fixed price or
varying prices to be determined at the time of resale. If we designate an agent
or agents in an offering of securities using this prospectus, unless otherwise
indicated in a prospectus supplement, that agent will be acting on a best
efforts basis for the period of its appointment. Underwriters, dealers and
agents that participate in the distribution of debt securities offered under
this prospectus may be deemed to be underwriters as defined in the Securities
Act. Any underwriters or agents will be identified and their compensation,
including underwriting discount, will be described in the applicable prospectus
supplement. The applicable prospectus supplement will also describe the other
terms of the offering, including any discounts or concessions allowed or
reallowed or paid to dealers and any securities exchanges on which the debt
securities may be listed.
We may have agreements with the underwriters, dealers and agents to
indemnify them against some liabilities, including liabilities under the
Securities Act, or to contribute with respect to payments which the
underwriters, dealers or agents may be required to make as a result of those
liabilities.
We may also use this prospectus to directly solicit offers to purchase
securities. Except as set forth in the applicable prospectus supplement, none of
our directors, officers or employees, nor those of our subsidiaries, will
solicit or receive a commission in connection with those direct sales. Those
persons may respond to inquiries by potential purchasers and perform ministerial
and clerical work in connection with direct sales.
When we issue the debt securities offered by this prospectus, they will
be new securities without an established trading market. If we sell a debt
security offered by this prospectus to an underwriter for public offering and
sale, the underwriter may make a market for that debt security, but the
underwriter will not be obligated to do so and could discontinue any market
making without notice at any time. Therefore, we cannot give any assurances to
you concerning the liquidity of any debt security offered by this prospectus.
Underwriters and agents and their affiliates may be customers of,
engage in transactions with, or perform services for us or our subsidiaries in
the ordinary course of their businesses.
LEGAL OPINIONS
Gregg M. Larson, who is our Assistant General Counsel, or another one
of our lawyers, will issue an opinion about the validity of the debt securities
offered in this prospectus, as well as other relevant legal matters. Mr. Larson
beneficially owns, or has options to acquire, a number of shares of our common
stock, which represents less than 1% of the total outstanding common stock. Any
underwriters or dealers will be represented by their own counsel.
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EXPERTS
The consolidated financial statements of Minnesota Mining and
Manufacturing Company and Subsidiaries incorporated in this prospectus by
reference to the Annual Report on Form 10-K for the year ended December 31,
1999, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent auditors, given on the authority of said
firm as experts in auditing and accounting.
Our consolidated financial statements included in subsequent filings
with the SEC will be incorporated by reference in this prospectus in reliance
upon reports given upon the authority of our independent auditors as experts in
auditing and accounting (to the extent consolidated financial statements
included in these subsequent filings are covered by consents executed by these
independent auditors and filed with the SEC).
INDEPENDENT AUDITORS
With respect to the unaudited consolidated financial information of
Minnesota Mining and Manufacturing Company and Subsidiaries for the three-month
periods ended March 31, 2000 and 1999, the three- and six-month periods ended
June 30, 2000 and 1999 and the three- and nine-month periods ended September 30,
2000 and 1999, incorporated by reference in this prospectus,
PricewaterhouseCoopers LLP reported that they have applied limited procedures in
accordance with professional standards for a review of this information.
However, their separate reports dated April 25, 2000, July 26, 2000 and October
23, 2000, incorporated by reference herein, state that they did not audit and
they do not express an opinion on that unaudited consolidated financial
information. Accordingly, the degree of reliance on their reports on this
information should be restricted in light of the limited nature of the review
procedures applied. PricewaterhouseCoopers LLP is not subject to the liability
provisions of Section 11 of the Securities Act of 1933 for their reports on the
unaudited consolidated financial information because these reports are not a
"report" or a "part" of the registration statement prepared or certified by
PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Act.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses in connection
with the offering described in this Registration Statement.
Securities and Exchange Commission registration fee........ $ 396,000
Legal fees and expenses.................................... 10,000
Printing................................................... 25,000
Auditors' fees and expenses................................ 150,000
Blue Sky fees and expenses................................. 5,000
Trustee and Authenticating Agent fees...................... 30,000
Rating agency fees......................................... 375,000
Miscellaneous expenses..................................... 10,000
----------
TOTAL............................................. $1,001,000
Item 15. Indemnification of Directors and Officers.
Our Restated Certificate of Incorporation eliminates the liability of
directors to the fullest extent permitted by the General Corporation Law of the
State of Delaware, which currently permits a corporation to eliminate the
liability of a director for monetary damages for breach of the duty of care,
subject to appropriate stockholder approval. In addition, our Bylaws contain
provisions entitling directors, officers, and employees to indemnification to
the fullest extent permitted by current Delaware law.
Item 16. Exhibits.
(1.1) Form of Underwriting Agreement ++
(1.2) Form of Distribution Agreement ++
(4.1) Form of Indenture ++
(4.2) Forms of Medium-Term Notes ++
(4.3) Form of Note ++
(5) Opinion of Gregg M. Larson, Assistant General Counsel of 3M as
to the legality of the securities being registered and consent
to the use of the opinion in this Registration Statement.
(12) Statement re Computation of Ratios (incorporated by reference to
Exhibit (12) to Registrant's Quarterly Report on Form 10-Q for
the quarter ended September 30, 2000).
(15) Letter from PricewaterhouseCoopers LLP re: unaudited interim
consolidated financial information ++
(23) Consents of counsel and experts:
(a) Gregg M. Larson (included in opinion filed as Exhibit 5)
(b) PricewaterhouseCoopers LLP
(24) Powers of Attorney ++
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++ Previously filed with the original Registration Statement on Form S-3 filed
by the Registrant on October 30, 2000.
ITEM 17. 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
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, Form S-8 or Form
F-3, 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 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 that is
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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) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised 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. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted against the Registrant by such director, officer or
controlling person in connection with the securities being registered, the
Registrant 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.
(d) The undersigned Registrant hereby undertakes to file an application
for the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by The Securities and Exchange Commission under
Section 305(b)(2) of the Act.
II-3
<PAGE>
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-3 and has duly caused this Amendment
No. 2 to Registration Statement on Form S-3 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 January, 2001.
MINNESOTA MINING AND MANUFACTURING COMPANY
By /s/ Roger P. Smith
----------------------------------------------
Roger P. Smith, Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ W. JAMES MCNERNEY JR. CHAIRMAN OF THE BOARD, January 12, 2001
CHIEF EXECUTIVE OFFICER
/s/ ROBERT J. BURGSTAHLER VICE PRESIDENT, PRINCIPAL January 12, 2001
FINANCIAL AND ACCOUNTING
OFFICER
/s/ LIVIO D. DESIMONE DIRECTOR January 12, 2001
/s/ RONALD O. BAUKOL DIRECTOR January 12, 2001
/s/ EDWARD A. BRENNAN DIRECTOR January 12, 2001
/s/ AULANA L. PETERS DIRECTOR January 12, 2001
/s/ ROZANNE L. RIDGWAY DIRECTOR January 12, 2001
/s/ FRANK SHRONTZ DIRECTOR January 12, 2001
/s/ F. ALAN SMITH DIRECTOR January 12, 2001
/s/ LOUIS W. SULLIVAN DIRECTOR January 12, 2001
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
above, 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 3M.
/s/ Roger P. Smith
-------------------------------------------------
Roger P. Smith, Attorney-in-Fact
II-4
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT DESCRIPTION FORM OF FILING
------ -------------------- --------------
(1.1) Form of Underwriting Agreement ++
(1.2) Form of Distribution Agreement ++
(4.1) Form of Indenture ++
(4.2) Forms of Registered Medium-Term Notes ++
(4.3) Form of Note ++
(5) Opinion of General Counsel of the Registrant...Electronic Transmission
(12) Statement re Computations of Ratios
(incorporated by reference to Exhibit 12 to the
Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2000).
(15) Letter from PricewaterhouseCoopers LLP re: unaudited
interim consolidated financial information ++
(23(a)) Consent of General Counsel of the Registrant
(included as part of Exhibit 5).
(23(b)) Consent of PricewaterhouseCoopers LLP..........Electronic Transmission
(24) Powers of Attorney ++
++ Previously filed with the original Registration Statement on Form S-3 filed
by the Registrant on October 30, 2000.
II-5
