As filed with the Securities and Exchange Commission on September 26, 1996
Registration No. 333- 1753
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Amendment No. 2 to
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
THIOKOL CORPORATION
(Exact name of registrant on Form S-3 as specified in its charter)
DELAWARE 2475 Washington Boulevard 36-2678716
(State or Other Jurisdiction Ogden, Utah 84401 (I.R.S. Employer
of Incorporation) (801) 629-2000 Identification Number)
(Address, including ZIP code, and telephone number,
including area code, of registrant's principal executive offices)
_______________
Richard L. Corbin
Senior Vice President and Chief Financial Officer
Thiokol Corporation
2475 Washington Boulevard
Ogden, Utah 84401
(801) 629-2000
(Name, address, including ZIP code, and telephone number,
including area code, of agent for service)
_______________
Copies to:
SCOTT R. HABER
Latham & Watkins
505 Montgomery Street, Suite 1900
San Francisco, California 94111-2562
(415) 391-0600
_______________
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
_______________
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(c) 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.
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.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE
OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED SEPTEMBER 26, 1996
Thiokol Corporation
Debt Securities
Warrants to Purchase Debt Securities
Warrants to Purchase Equity Securities
Preferred Stock
Common Stock
____________________
Thiokol Corporation (the "Company"), directly or through agents,
dealers, or underwriters designated from time to time, may offer, issue and
sell, together or separately, up to $300,000,000 in the aggregate of (a)
unsecured debt securities (the "Debt Securities") of the Company, in one or
more series, which may be either senior debt securities (the "Senior Debt
Securities"), senior subordinated debt securities (the "Senior Subordinated
Debt Securities") or subordinated debt securities (the "Subordinated Debt
Securities"), (b) shares of preferred stock of the Company, par value $1.00
per share (the "Preferred Stock"), in one or more series, (c) shares of
common stock of the Company, par value $1.00 per share (the "Common
Stock"), (d) warrants to purchase Debt Securities (the "Debt Warrants") and
(e) warrants to purchase Preferred Stock or Common Stock (the "Equity
Warrants" and together with the Debt Warrants, the "Warrants"), or any
combination of the foregoing, either individually or as units consisting of
one or more of the foregoing, each on terms to be determined at the time of
sale. The Debt Securities may be issued as exchangeable and/or convertible
Debt Securities exchangeable for or convertible into shares of Common Stock
or Preferred Stock. The Preferred Stock may also be exchangeable for and/or
convertible into shares of Common Stock or another series of Preferred
Stock. The Debt Securities, the Preferred Stock, the Common Stock and the
Warrants are collectively referred to herein as the "Securities." When a
particular series of Securities is offered, a supplement to this Prospectus
(each a "Prospectus Supplement") will be delivered with this Prospectus.
The Prospectus Supplement will set forth the terms of the offering and sale
of the offered Securities.
Except as described more fully herein or as set forth in the
Prospectus Supplement relating to any offered Debt Securities, the
Indenture will not provide holders of Debt Securities protection in the
event of a highly-leveraged transaction, reorganization, restructuring,
merger or similar transaction involving the Company which could adversely
affect holders of Debt Securities. See "Description of Debt Securities --
Consolidation, Merger and Sale of Assets." There is not currently any
absolute limitation on the amount of senior indebtedness that may be issued
by the Company in the future.
The Company's Common Stock is traded on the New York Stock Exchange
under the symbol TKC. On September 24, 1996, the last reported sale price
of the Common Stock on the New York Stock Exchange was $45.875 per share.
The Company has not yet determined whether any of the Debt Securities,
Preferred Stock or Warrants offered hereby will be listed on any exchange
or over-the- counter market. If the Company decides to seek listing of any
such Securities, the Prospectus Supplement relating thereto will disclose
such exchange or market.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMIS-
SION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
____________________
The Securities may be sold directly by the Company, through agents
designated from time to time or to or through underwriters or dealers. The
Company reserves the sole right to accept, and together with its agents,
from time to time, to reject in whole or in part any proposed purchase of
Securities to be made directly or through agents. See "Plan of
Distribution." If any such agents or underwriters are involved in the sale
of any Securities, the names of such agents or underwriters and any
applicable fees, commissions or discounts will be set forth in the
applicable Prospectus Supplement.
This Prospectus may not be used to consummate sales of Securities
unless accompanied by the applicable Prospectus Supplement.
The date of this Prospectus is ___________________, 1996.
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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
SECURITIES AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (together with all
amendments and exhibits thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to
the Securities offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, part of which has been
omitted in accordance with the rules and regulations of the Commission. For
further information about the Company and the Securities offered hereby,
reference is made to the Registration Statement, including the exhibits
filed as a part thereof or otherwise incorporated therein. Statements made
in this Prospectus as to the contents of any document referred to herein
are not necessarily complete, and in each instance reference is made to
such document for a more complete description, and each such statement is
qualified in its entirety by such reference.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files periodic reports, proxy statements and other
information with the Commission. The Registration Statement, including the
exhibits thereto, as well as such reports and other information filed by
the Company with the Commission, can be inspected, without charge, and
copied at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Room 1024, Washington D.C., 20549; 7 World Trade
Center, New York, New York 10048 and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such materials can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Reports and other information
concerning the Company can also be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005. Such material
can also be inspected on the Internet at the Commission's Web Site at
http:\\www.sec.gov.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated by reference in this
Prospectus: (1) the Company's Annual Report on Form 10-K for the year ended
June 30, 1996, (2) the Company's Proxy Statement for the 1996 Annual
Meeting of Stockholders, (3) the description of the Common Stock contained
in the Company's Registration Statement on Form 8-A filed on July 3, 1989,
(4) the description of the Preferred Stock Purchase Rights contained in the
Company's Registration Statement on Form 8-A filed on February 8, 1989, and
(5) all other documents subsequently filed pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and before the termination of the offering, which shall be deemed to be a
part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference 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 Prospectus.
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This Prospectus may not be used to consummate sales of offered
securities unless accompanied by a Prospectus Supplement. The delivery of
this Prospectus together with a Prospectus Supplement relating to
particular offered Securities in any jurisdiction shall not constitute an
offer in the jurisdiction of any other securities covered by this
Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon request, a
copy of any documents incorporated into this Prospectus by reference (other
than exhibits incorporated by reference into such document). Requests for
documents should be submitted to the Corporate Secretary, Thiokol
Corporation, 2475 Washington Boulevard, Ogden, Utah 84401, (telephone (801)
629-2000). The information relating to the Company contained in this
Prospectus does not purport to be comprehensive and should be read together
with the information contained in the documents incorporated or deemed to
be incorporated by reference herein.
THE COMPANY
Thiokol Corporation (the "Company") is primarily a manufacturer of
solid rocket propulsion systems for the aerospace and defense markets. The
Company is also a manufacturer of specialty fastening systems for aerospace
and industrial applications.
Thiokol Corporation was founded in 1930 and operated in various
corporate forms until merged in 1982 with Morton-Norwich Products, Inc.,
and operated thereafter as a division of Morton Thiokol, Inc. Since the
1989 spin-off of its specialty chemicals, salt and automotive-restraint
businesses to a newly-formed publicly-traded company, Morton International,
Inc., the Company's aerospace and defense business has operated
independently as Thiokol Corporation.
In 1991, the Company acquired the aerospace and industrial fastener
business of Huck Manufacturing Company. The Company operates this fastening
systems segment of the business through a wholly-owned subsidiary, Huck
International, Inc. In January 1994, Huck acquired the threaded lock bolts,
locknuts and related product line assets of the Deutsch Manufacturing
Company and in 1995 acquired the assets of Automatic Fastener Corp., a
small manufacturer of fasteners primarily for the automotive markets.
In December 1995, the Company and the Carlyle Group, a Washington ,
D.C., based private merchant bank formed a jointly owned acquisition
company, of which the Company owns 49% and the Carlyle Group owns 51%, to
acquire Howmet Corporation and the Cercast Group of companies,
manufacturers of investment castings primarily for aircraft and industrial
gas turbine applications. The Company has an option exercisable for a
three-year period beginning in December 1998 to acquire the Carlyle Group's
equity ownership, which upon exercise will make Howmet Corporation and the
Cercast Group of companies wholly-owned subsidiaries of the Company. The
Company reasonably anticipates that it will exercise such option, although
the final decision will be based upon circumstances existing during the
option period.
The Company's propulsion-systems segment consists of propulsion
systems, gas generators, flare and ordnance products and metal and
composite components. It also includes services, principally under
contracts and subcontracts with the National Aeronautics and Space
Administration (NASA), the Department of Defense, and aerospace prime
contractors for space, defense and commercial applications. The Company's
fastening systems segment consists of threaded and non-threaded lock bolts,
locknuts, blind rivets, and product-installation tooling. All of the
Company's propulsion and fastening systems activities are conducted
directly by the Company or by its wholly-owned domestic and foreign
subsidiaries.
The Company's principal offices are located at 2475 Washington
Boulevard, Ogden, Utah 84401, and its telephone number is (801) 629-2000.
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USE OF PROCEEDS
The Company currently has no specific plans for the use of the net
proceeds from the sale of Securities offered hereby. However, the Company
currently anticipates that any such net proceeds would be used for general
corporate purposes, which may include but are not limited to working
capital, capital expenditures and acquisitions. When a particular series of
Securities is offered, the Prospectus Supplement relating thereto will set
forth the Company's intended use for the net proceeds received from the
sale of such Securities. Pending the application of the net proceeds, the
Company expects to invest such proceeds in short-term, interest-bearing
instruments or other investment-grade securities.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges
of the Company for the periods indicated.
Fiscal Year Ended June 30,
1996 1995 1994 1993 1992
Ratio of earnings to fixed 24.2 9.2 7.8 5.0 5.2
charges and ratio of earnings
to fixed charges and preferred
stock dividends
For the purpose of calculating the ratio of earnings to fixed charges
and the ratio of earnings to fixed charges and preferred stock dividends,
earnings consist of income before income taxes and fixed charges (exclusive
of preferred stock dividends). Because the Company did not distribute any
preferred stock dividends during fiscal years 1992-1996, the two above
ratios are identical.
GENERAL DESCRIPTION OF SECURITIES
The Company directly or through agents, dealers, or underwriters
designated from time to time, may offer, issue and sell, together or
separately, up to $300,000,000 in the aggregate of (a) unsecured debt
securities (the "Debt Securities") of the Company, in one or more series,
which may be either senior debt securities (the "Senior Debt Securities"),
senior subordinated debt securities (the "Senior Subordinated Debt
Securities") or subordinated debt securities (the "Subordinated Debt
Securities"), (b) shares of preferred stock of the Company, par value $1.00
per share (the "Preferred Stock"), in one or more series, (c) shares of
common stock of the Company, par value $1.00 per share (the "Common
Stock"), (d) warrants to purchase Debt Securities (the "Debt Warrants") and
(e) warrants to purchase Preferred Stock or Common Stock (the "Equity
Warrants" and together with the Debt Warrants, the "Warrants"), or any
combination of the foregoing, either individually or as units consisting of
one or more of the foregoing, each on terms to be determined at the time of
sale. The Debt Securities may be issued as exchangeable and/or convertible
Debt Securities exchangeable for or convertible into shares of Common Stock
or Preferred Stock. The Preferred Stock may also be exchangeable for and/or
convertible into shares of Common Stock or another series of Preferred
Stock. The Debt Securities, the Preferred Stock, the Common Stock and the
Warrants are collectively referred to herein as the "Securities." When a
particular series of Securities is offered, a supplement to this Prospectus
(each a "Prospectus Supplement") will be delivered with this Prospectus.
The Prospectus Supplement will set forth the terms of the offering and sale
of the offered Securities.
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DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and
provisions of the Debt Securities to which any Prospectus Supplement may
relate. As of the date of this Prospectus, the Company has not determined
that it will offer any Debt Securities nor has it negotiated an indenture
with respect to any Debt Securities. Accordingly, the terms of the Debt
Securities described below (including with respect to covenants, events of
default, indenture provisions, etc.) are general and are subject to the
terms of the fully- negotiated indenture related to any Debt Securities.
The particular terms of the Debt Securities offered by any Prospectus
Supplement and the extent, if any, to which such general provisions do not
apply to the Debt Securities so offered will be described in the Prospectus
Supplement relating to such Debt Securities.
Debt Securities may be issued from time to time in series under an
indenture, and one or more indentures supplemental thereto (collectively,
the "Indenture"), between the Company and a trustee to be identified in the
applicable Prospectus Supplement (the "Trustee"). The terms of the Debt
Securities will include those stated in the Indenture and those made part
of the Indenture by reference to the Trust Indenture Act of 1939 (the
"TIA") as in effect on the date of the Indenture. The Debt Securities will
be subject to all such terms, and potential purchasers of the Debt
Securities are referred to the Indenture and the TIA for a statement
thereof. The following summary of certain provisions of the Indenture does
not purport to be complete and is qualified in its entirety by reference to
the Indenture, including the definitions therein of certain terms used
below. A copy of the proposed form of Indenture has been filed as an
exhibit to the Registration Statement of which this Prospectus is a part.
As used under this caption, unless the context otherwise requires, "Offered
Debt Securities" shall mean the Debt Securities offered by this Prospectus
and the accompanying Prospectus Supplement.
General
The Indenture will provide for the issuance of Debt Securities in
series and will not limit the principal amount of Debt Securities which may
be issued thereunder. In addition, except as may be provided in the
Prospectus Supplement relating to such Debt Securities, the Indenture will
not limit the amount of additional indebtedness the Company may incur.
The applicable Prospectus Supplement or Prospectus Supplements will
describe the following terms of the series of Offered Debt Securities in
respect of which this Prospectus is being delivered: (1) the title of the
Offered Debt Securities; (2) whether the Offered Debt Securities are Senior
Debt Securities, Senior Subordinated Debt Securities or Subordinated Debt
Securities or any combination thereof; (3) any limit upon the aggregate
principal amount of the Offered Debt Securities; (4) the date or dates on
which the principal of the Offered Debt Securities is payable; (5) the rate
or rates at which the Offered Debt Securities will bear interest, if any,
or the manner in which such rate or rates are determined; (6) the date or
dates from which any such interest will accrue, the interest payment dates
on which any such interest on the Offered Debt Securities will be payable
and the record dates for the determination of holders to whom such interest
is payable; (7) the place or places where the principal of and any interest
on the Offered Debt Securities will be payable; (8) the obligation of the
Company, if any, to redeem, purchase or repay the Offered Debt Securities
in whole or in part pursuant to any sinking fund or analogous provisions or
at the option of the holders and the price or prices at which and the
period or periods within which and the terms and conditions upon which the
Offered Debt Securities shall be redeemed, purchased or repaid pursuant to
such obligation; (9) the denominations in which any Offered Debt Securities
will be issuable, if other than denominations of U.S. $1,000 and any
integral multiple thereof; (10) if other than the principal amount thereof,
the portion of the principal amount of the Offered Debt Securities of the
series which will be payable upon declaration of the acceleration of the
maturity thereof; (11) any addition to or change in the covenants which
apply to the
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Offered Debt Securities; (12) any Events of Default with respect to the
Offered Debt Securities, if not otherwise set forth under "Events of
Default"; (13) whether the Offered Debt Securities will be issued in whole
or in part in global form, the terms and conditions, if any, upon which
such global Offered Debt Securities may be exchanged in whole or in part
for other individual securities, and the depositary for the Offered Debt
Securities; (14) the terms and conditions, if any, upon which the Offered
Debt Securities shall be exchanged for or converted into other securities
or property; and (15) any other terms of the Offered Debt Securities which
terms shall not be inconsistent with the provisions of the Indenture.
Debt Securities may be issued at a discount from their principal
amount ("Original Issue Discount Securities"). Federal income tax
considerations and other special considerations applicable to any such
Original Issue Discount Securities will be described in the applicable
Prospectus Supplement.
Debt Securities may be issued in bearer form, with or without coupons.
Federal income tax considerations and other special considerations
applicable to bearer securities will be described in the applicable
Prospectus Supplement.
Unless otherwise indicated in this Prospectus or a Prospectus
Supplement, the Debt Securities will not have the benefit of any covenants
that limit or restrict the Company's business or operations, the pledging
of the Company's assets or the incurrence of indebtedness by the Company.
Status of Debt Securities
The Senior Debt Securities will be unsubordinated obligations of the
Company and will rank pari passu with all other unsecured and
unsubordinated indebtedness of the Company.
The obligations of the Company pursuant to Senior Subordinated Debt
Securities will be subordinate in right of payment, to the extent and in
the manner set forth in the Indenture, to all Senior Indebtedness of the
Company. Except to the extent set forth in the Prospectus Supplement,
"Senior Indebtedness" of the Company is defined to mean the principal of,
and premium, if any, and any interest (including interest accruing
subsequent to the commencement of any proceeding for the bankruptcy or
reorganization of the Company under any applicable bankruptcy, insolvency
or similar law now or hereafter in effect) on (a) all indebtedness of the
Company whether heretofore or hereafter incurred (i) for borrowed money or
(ii) in connection with the acquisition by the Company or a subsidiary of
assets other than in the ordinary course of business, for the payment of
which the Company is liable directly or indirectly by guarantee, letter of
credit, obligation to purchase or acquire or otherwise, or the payment of
which is secured by a lien, charge or encumbrance on assets acquired by the
Company, (b) amendments, modifications, renewals, extensions and deferrals
of any such indebtedness, and (c) any indebtedness issued in exchange for
any such indebtedness (clauses (a) through (c) hereof being collectively
referred to herein as "Debt"); provided, however, that the following will
not constitute Senior Indebtedness with respect to Senior Subordinated Debt
Securities: (1) any Debt as to which, in the instrument evidencing such
Debt or pursuant to which such Debt was issued, it is expressly provided
that such Debt is subordinate in right of payment to all Debt of the
Company not expressly subordinated to such Debt; (2) any Debt which by its
terms refers explicitly to the Senior Subordinated Debt Securities and
states that such Debt shall not be senior in right of payment; and (3) any
Debt of the Company in respect of the Senior Subordinated Debt Securities
or any Subordinated Debt Securities. The Company will not issue Debt which
is subordinated in right of payment to any other Debt of the Company and
which is not expressly made pari passu with, or subordinate and junior in
right of payment to, the Senior Subordinated Debt Securities.
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The obligations of the Company pursuant to Subordinated Debt
Securities will be subordinate in right of payment to all Senior
Indebtedness of the Company and to any Senior Subordinated Debt Securities;
provided, however, that the following will not constitute Senior
Indebtedness with respect to Subordinated Debt Securities: (1) any Debt as
to which, in the instrument evidencing such Debt or pursuant to which such
Debt was issued, it is expressly provided that such Debt is subordinate in
right of payment to all Debt of the Company not expressly subordinated to
such Debt; and (2) any Debt of the Company in respect of Subordinated Debt
Securities and any Debt which by its terms refers explicitly to the
Subordinated Debt Securities and states that such Debt shall not be senior
in right of payment.
No payment pursuant to the Senior Subordinated Debt Securities or the
Subordinated Debt Securities, as the case may be, may be made unless all
amounts of principal, premium, if any, and interest then due on all
applicable Senior Indebtedness of the Company shall have been paid in full
or if there shall have occurred and be continuing beyond any applicable
grace period a default in any payment with respect to any such Senior
Indebtedness, or if there shall have occurred any event of default with
respect to any such Senior Indebtedness permitting the holders thereof to
accelerate the maturity thereof, or if any judicial proceeding shall be
pending with respect to any such default. However, the Company may make
payments pursuant to the Senior Subordinated Debt Securities or the
Subordinated Debt Securities, as the case may be, if a default in payment
or an event of default with respect to the Senior Indebtedness permitting
the holder thereof to accelerate the maturity thereof has occurred and is
continuing and judicial proceedings with respect thereto have not been
commenced within a certain number of days of such default in payment or
event of default. Upon any distribution of the assets of the Company upon
dissolution, winding-up, liquidation or reorganization, the holders of
Senior Indebtedness of the Company will be entitled to receive payment in
full of principal, premium, if any, and interest (including interest
accruing subsequent to the commencement of any proceeding for the
bankruptcy or reorganization of the Company under any applicable
bankruptcy, insolvency or similar law now or hereafter in effect) before
any payment is made on the Senior Subordinated Debt Securities or
Subordinated Debt Securities, as applicable. By reason of such
subordination, in the event of insolvency of the Company, holders of Senior
Indebtedness of the Company may receive more, ratably, and holders of the
Senior Subordinated Debt Securities or Subordinated Debt Securities, as
applicable, having a claim pursuant to the Senior Subordinated Debt
Securities or Subordinated Debt Securities, as applicable, may receive
less, ratably, than the other creditors of the Company. Such subordination
will not prevent the occurrence of any Event of Default (as defined below)
in respect of the Senior Subordinated Debt Securities or the Subordinated
Debt Securities.
If the Company offers Debt Securities, the applicable Prospectus
Supplement will set forth the aggregate amount of outstanding indebtedness,
if any, as of the most recent practicable date that by the terms of such
Debt Securities would be senior to such Debt Securities. There does not
currently exist any absolute limitation on the amount of Senior
Indebtedness that may be issued in the future. However, the applicable
Prospectus Supplement will also set forth any limitation on the issuance by
the Company of any additional Senior Indebtedness.
Conversion Rights
The terms, if any, on which Debt Securities of a series may be
exchanged for or converted into shares of Common Stock or Preferred Stock
will be set forth in the Prospectus Supplement relating thereto. Such terms
will include whether such Debt Securities are convertible into Common Stock
or Preferred Stock, the conversion price (or manner of calculation
thereof), the conversion period, provisions as to whether conversion will
be at the option of the holders or the Company, the events requiring an
adjustment of the conversion price and provisions affecting conversion in
the event of the redemption of such Debt Securities.
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Exchange, Registration, Transfer and Payment
Unless otherwise specified in the applicable Prospectus Supplement,
payment of principal, premium, if any, and any interest on the Debt
Securities will be payable, and the exchange of and the transfer of Debt
Securities will be registerable, at the office of the Trustee or at any
other office or agency maintained by the Company for such purpose subject
to the limitations of the Indenture. Unless otherwise indicated in the
applicable Prospectus Supplement, the Debt Securities will be issued in
denominations of U.S. $1,000 or integral multiples thereof. No service
charge will be made for any registration of transfer or exchange of the
Debt Securities, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge imposed in connection therewith.
Global Debt Securities
The Debt Securities of a series may be issued in the form of one or
more Global Securities (the "Global Securities") that will be deposited
with a Depositary or its nominee identified in the applicable Prospectus
Supplement. In such a case, one or more Global Securities will be issued in
a denomination or aggregate denominations equal to the portion of the
aggregate principal amount of outstanding Debt Securities of the series to
be represented by such Global Security or Securities. Each Global Security
will be deposited with such Depositary or nominee or a custodian therefor
and will bear a legend regarding the restrictions on exchanges and
registration of transfer thereof referred to below and any such other
matters as may be provided for pursuant to the Indenture.
Notwithstanding any provision of the Indenture or any Debt Security
described herein, no Global Security may be transferred to, or registered
or exchanged for Debt Securities registered in the name of, any person or
entity other than the Depositary for such Global Security or any nominee of
such Depositary, and no such transfer may be registered, unless (i) the
Depositary has notified the Company that it is unwilling or unable to
continue as Depositary for such Global Security or has ceased to be
qualified to act as such as required by the applicable Indenture, (ii) the
Company executes and delivers to the Trustee an order that such Global
Security shall be so transferable, registrable and exchangeable, and such
transfers shall be registrable, or (iii) there shall exist such
circumstances, if any, as may be described in the applicable Prospectus
Supplement. All Debt Securities issued in exchange for a Global Security or
any portion thereof will be registered in such names as the Depositary may
direct.
The specific terms of the depositary arrangement with respect to any
portion of a series of Debt Securities to be represented by a Global
Security will be described in the applicable Prospectus Supplement. The
Company expects that the following provisions will apply to depositary
arrangements.
Unless otherwise specified in the applicable Prospectus Supplement,
Debt Securities which are to be represented by a Global Security to be
deposited with or on behalf of a Depositary will be represented by a Global
Security registered in the name of such Depositary or its nominee. Upon the
issuance of such Global Security, and the deposit of such Global Security
with or on behalf of the Depositary for such Global Security, the
Depositary will credit, on its book-entry registration and transfer system,
the respective principal amounts of the Debt Securities represented by such
Global Security to the accounts of institutions that have accounts with
such Depositary or its nominee ("participants"). The accounts to be
credited will be designated by the underwriters or agents of such Debt
Securities or by the Company, if such Debt Securities are offered and sold
directly by the Company. Ownership of beneficial interests in such Global
Security will be limited to participants or persons that may hold interests
through participants. Ownership of beneficial interests by participants in
such Global Security will be shown on, and the transfer of that
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ownership interest will be effected only through, records maintained by the
Depositary or its nominee for such Global Security. Ownership of beneficial
interests in such Global Security by persons that hold through participants
will be shown on, and the transfer of that ownership interest within such
participant will be effected only through, records maintained by such
participant. The laws of some jurisdictions require that certain purchasers
of securities take physical delivery of such securities in certificated
form. The foregoing limitations and such laws may impair the ability to
transfer beneficial interests in such Global Securities.
So long as the Depositary for a Global Security, or its nominee, is
the registered owner of such Global Security, such Depositary or such
nominee, as the case may be, will be considered the sole owner or holder of
the Debt Securities represented by such Global Security for all purposes
under the Indenture. Unless otherwise specified in the applicable
Prospectus Supplement, owners of beneficial interests in such Global
Security will not be entitled to have Debt Securities of the series
represented by such Global Security registered in their names, will not
receive or be entitled to receive physical delivery of Debt Securities of
such series in definitive or certificated form and will not be considered
the holders thereof for any purposes under the Indenture. Accordingly, each
person owning a beneficial interest in such Global Security must rely on
the procedures of the Depositary and, if such person is not a participant,
on the procedures of the participant through which such person owns its
interest, to exercise any rights of a holder under the Indenture. If the
Company requests any action of holders or if an owner of a beneficial
interest in such Global Security desires to give any notice or take any
action a holder is entitled to give or take under the Indenture, the
Depositary will authorize the participants to give such notice or take such
action, and participants would authorize beneficial owners owning through
such participants to give such notice or take such action or would
otherwise act upon the instructions of beneficial owners owning through
them.
Notwithstanding any other provisions to the contrary in the Indenture,
the rights of the beneficial owners of the Debt Securities to receive
payment of the principal and premium, if any, of and interest on such Debt
Securities, on or after the respective due dates expressed in such Debt
Securities, or to institute suit for the enforcement of any such payment on
or after such respective dates, shall not be impaired or affected without
the consent of the beneficial owners.
Principal of and any interest on a Global Security will be payable in
the manner described in the applicable Prospectus Supplement.
Consolidation, Merger and Sale of Assets
The Company, without any required consent of holders of outstanding
Debt Securities, may not consolidate with or merge into, or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of
its property or assets to any person unless (a) the Company is the
surviving corporation or the entity or the person formed by or surviving
any such consolidation or merger (if other than the Company) or to which
such sale, assignment, transfer, lease, conveyance or other disposition
shall have been made is a corporation organized and existing under the laws
of the United States, any state thereof or the District of Columbia; (b)
the entity or person formed by or surviving any such consolidation or
merger (if other than the Company) or the entity or person to which such
sale, assignment, transfer, lease, conveyance or other disposition shall
have been made assumes all the obligations of the Company under the Debt
Securities and the Indenture; and (c) immediately prior to and after the
transaction no Default (as defined in the Indenture) or Event of Default
(as indicated below) exists.
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Certain Other Covenants
The applicable Prospectus Supplement will describe any material
covenants in respect of a series of Offered Debt Securities. Other than the
covenants of the Company included in the Indenture as described above or as
described in the applicable Prospectus Supplement, the Indenture will not
provide holders of Debt Securities protection in the event of a
highly-leveraged transaction, reorganization, restructuring, merger or
similar transaction involving the Company which could adversely affect
holders of Debt Securities.
Events of Default
Unless otherwise specified in the applicable Prospectus Supplement,
the following will constitute events of default (each an "Event of
Default") under the Indenture with respect to Debt Securities of any
series: (a) failure to pay principal of any Debt Security of that series
when due and payable at maturity, upon redemption or otherwise; (b) failure
to pay any interest on any Debt Security of that series when due, and the
Default continues for 30 days; (c) an Event of Default, as defined in the
Debt Securities of that series, occurs and is continuing, or the Company
fails to comply with any of its other agreements in the Debt Securities of
that series or in the Indenture with respect to that series and the Default
continues for the period and after the notice provided therein (and
described below); and (d) certain events of bankruptcy, insolvency or
reorganization. A Default under clause (c) above is not an Event of Default
with respect to a particular series of Securities until the Trustee or the
holders of at least 25% in principal amount of the then outstanding
Securities of that series notify the Company of the Default and the Company
does not cure the Default within 30 days after receipt of the notice. The
notice must specify the Default, demand that it be remedied and state that
the notice is a "Notice of Default."
If an Event of Default with respect to outstanding Debt Securities of
any series (other than an Event or Default relating to certain events of
bankruptcy, insolvency or reorganization) shall occur and be continuing,
either the Trustee or the holders of at least 25% in principal amount of
the outstanding Debt Securities of that series by notice, as provided in
the Indenture, may declare the unpaid principal amount (or, if the Debt
Securities of that series are Original Issue Discount Securities, such
lesser amount as may be specified in the terms of that series) of, and any
accrued and unpaid interest on, all Debt Securities of that series to be
due and payable immediately. However, at any time after a declaration of
acceleration with respect to Debt Securities of any series has been made,
but before a judgment or decree based on such acceleration has been
obtained, the holders of a majority in principal amount of the outstanding
Debt Securities of that series may, under certain circumstances, rescind
and annul such acceleration. For information as to waiver of defaults, see
"Modification and Waiver" below.
The Indenture will provide that, subject to the duty of the Trustee
during an Event of Default to act with the required standard of care, the
Trustee will be under no obligation to exercise any of its rights or powers
under the applicable Indenture at the request or direction of any of the
holders, unless such holders shall have offered to the Trustee reasonable
security or indemnity. Subject to certain provisions, including those
requiring security or indemnification of the Trustee, the holders of a
majority in principal amount of the outstanding Debt Securities of any
series will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Debt Securities of that series.
The Company will be required to furnish to the Trustee under the
Indenture annually a statement as
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to the performance by the Company of its obligations under that Indenture
and as to any default in such performance.
Modification and Waiver
The Company and the Trustee may amend the Indenture or the Debt
Securities with the written consent of the holders of a majority in
principal amount of the then outstanding Debt Securities of each series
affected by the amendment with each series voting as a separate class,
except that the right of any holder to receive payment of principal of and
interest, if any, on the Debt Securities, on or after the respective due
dates expressed in such securities, or to bring suit for the enforcement of
any such payment on or after such respective dates, may not be impaired or
affected without the consent of the holder. The holders of a majority in
principal amount of the then outstanding Debt Securities of any series may
also waive compliance in a particular instance by the Company with any
provision of the Indenture with respect to the Debt Securities of that
series; provided, however, that without the consent of each holder of Debt
Securities affected, an amendment or waiver may not (i) reduce the
percentage of the principal amount of Debt Securities whose holders must
consent to an amendment or waiver; (ii) reduce the rate or change the time
for payment of interest on any Debt Security; (iii) reduce the principal of
or change the fixed maturity of any Debt Security, or alter the redemption
provisions with respect thereto; (iv) make any Debt Security payable in
money other than that stated in the Debt Security; (v) make any change in
the provisions concerning waivers of Default or Events of Default by
holders or the rights of holders to recover the principal of, or interest
on, any Debt Security; or (vi) waive a default in the payment of the
principal of, or interest on, any Debt Security, except as otherwise
provided in the Indenture. The Company and the Trustee may amend the
Indenture or the Debt Securities without notice to or the consent of any
holder of a Debt Security: (i) to cure any ambiguity, defect or
inconsistency; (ii) to comply with the Indenture's provisions with respect
to successor corporations; (iii) to comply with any requirements of the
Commission in connection with the qualification of the Indenture under the
TIA; (iv) to provide for Debt Securities in addition to or in place of
certificated Debt Securities; (v) to add to, change or eliminate any of the
provisions of the Indenture in respect of one of more series of Debt
Securities, provided, however, that any such addition, change or
elimination (A) shall neither (1) apply to any Debt Security of any series
created prior to the execution of such amendment and entitled to the
benefit of such provision, nor (2) modify the rights of a holder of any
such Debt Security with respect to such provision, or (B) shall become
effective only when there is no outstanding Debt Security of any series
created prior to such amendment and entitled to the benefit of such
provision; (vi) to make any change that does not adversely affect in any
material respect the interest of any holder; or (vii) to establish
additional series of Debt Securities as permitted by the Indenture.
The holders of a majority in principal amount of the then outstanding
Debt Securities of any series, by notice to the Trustee, may waive an
existing Default or Event of Default and its consequences except a Default
or Event of Default in the payment of the principal of, or any interest on,
any Debt Security with respect to the Debt Securities of that series.
However, the holders of a majority in principal amount of the then
outstanding Debt Securities of an applicable series, by notice to the
Trustee, may rescind an acceleration of the unpaid principal and accrued
interest on such series and the consequences of such acceleration if the
rescission would not conflict with any judgment or decree and if all
existing Events of Default with respect to that series have been cured or
waived except nonpayment of principal (or such lesser amount) or interest
that has become due solely because of the acceleration.
Termination of the Company's Obligations under the Debt Securities and the
Indenture
Except as otherwise described below, the Company may terminate its
obligations under the Debt Securities and the Indenture with respect to the
Debt Securities if:
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(a) all previously authenticated and delivered Debt Securities
(other than destroyed, lost or stolen Debt Securities which have been
replaced or Debt Securities which are paid or Debt Securities for whose
payment money or securities has theretofore been held in trust and
thereafter repaid to the Company) have been delivered to the Trustee for
cancellation and the Company has paid all sums payable by it under the
Indenture; or
(b) (1) the Debt Securities mature within one year; and
(2) the Company irrevocably deposits in trust with the
Trustee during such one-year period, under the terms of an irrevocable
trust agreement in form and substance satisfactory to the Trustee, as trust
funds solely for the benefit of the holders of Debt Securities for that
purpose, money or U.S. government obligations, or a combination thereof,
with the U.S. government obligations maturing as to principal and interest
in such amounts and at such times as are sufficient, without consideration
of any reinvestment of such interest, to pay principal of and interest on
the Debt Securities to maturity and to pay all other sums payable by it
under the Indenture; or
(c) (1) the Company irrevocably deposits in trust with the
Trustee under the terms of an irrevocable trust agreement in form and
substance satisfactory to the Trustee, as trust funds solely for the
benefit of the holders of Debt Securities for that purpose, money or U.S.
government obligations, or a combination thereof, with the U.S. government
obligations maturing as to principal and interest in such amounts and at
such times as are sufficient, without consideration of any reinvestment of
such interest, to pay principal of and interest on the Debt Securities to
maturity;
(2) the Company shall have delivered to the Trustee (A) a
ruling directed to the Trustee received from the Internal Revenue Service
to the effect that the holders of the Debt Securities will not recognize
income, gain or loss for federal income tax purposes as a result of the
Company's exercise of its option under this clause (c) and will be subject
to federal income tax on the same amount and in the same manner and at the
same times as would have been the case if such option had not been
exercised, or (B) an opinion of counsel to the same effect as the ruling
described in subclause (A) above accompanied by a ruling to that effect
published by the Internal Revenue Service, unless there has been a change
in the applicable federal income tax law since the date of the Indenture
such that a ruling from the Internal Revenue Service is no longer required;
(3) the Company has paid or caused to be paid all sums then
payable by the Company under the Indenture; and
(4) the Company has delivered to the Trustee an officers'
certificate and an opinion of counsel, each stating that all conditions
precedent provided for in this clause (c) relating to termination of
obligations of the Company have been complied with.
The Company's obligations under sections of the Indenture relating to
the registrar and the paying agent, their obligations, the maintenance of a
list of holders, transfers of Debt Securities, replacement of securities,
payment (together with payment obligations under the Debt Securities),
compensation and indemnity of the Trustee, replacement of the Trustee and
repayment to the Company of excess money held by the Trustee or the paying
agent, shall survive until the Debt Securities are no longer outstanding.
If the ruling from the Internal Revenue Service or opinion of counsel
referred to in clause (c)(2) above is based on or assumes that the
Company's payment obligations under the Indenture or its payment
obligations under
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the Debt Securities will continue (or is silent with respect thereto), then
such discharge shall constitute only a "covenant defeasance" and,
consequently, the Company shall remain liable for the payment of the Debt
Securities. However, if and when a ruling from the Internal Revenue Service
or opinion of counsel referred to in clause (c)(2) above is able to be
provided specifically without regard to, and not in reliance upon, the
continuance of the Company's payment obligations under the Indenture and
its payment obligations under the Debt Securities, then the Company's
payment obligations under the Indenture and the Debt Securities shall cease
upon delivery to the Trustee of such ruling or opinion of counsel and
compliance with the other conditions precedent provided for in clause (c)
above relating to the satisfaction and discharge of the Indenture. In such
a case (a "legal defeasance") holders would be able to look only to the
trust fund for payment of principal and any interest on the Debt
Securities.
Regarding the Trustees
The Trustee with respect to the first series of Debt Securities, if
any, will be identified in the Prospectus Supplement relating to such Debt
Securities. Other Trustees may be designated for any subsequent series of
Debt Securities. The Indenture and provisions of the TIA incorporated by
reference therein, contain certain limitations on the rights of the
Trustee, should it become a creditor of the Company, to obtain payment of
claims in certain cases, or to realize on certain property received in
respect of any such claim, as security or otherwise. The Trustee and its
affiliates may engage in, and will be permitted to continue to engage in,
other transactions with the Company and its affiliates; provided, however,
that if it acquires any conflicting interest (as defined), it must
eliminate such conflict or resign.
The holders of a majority in principal amount of the then outstanding
Debt Securities of any series will have the right to direct the time,
method and place of conducting any proceeding for exercising any remedy
available to the Trustee. The TIA and the Indenture provide that in case an
Event of Default shall occur (and be continuing), the Trustee will be
required, in the exercise of its rights and powers, to use the degree of
care and skill of a prudent man in the conduct of his own affairs. Subject
to such provision, the Trustee will be under no obligation to exercise any
of its rights or powers under the Indenture at the request of any of the
holders of the Debt Securities issued thereunder, unless they have offered
to the Trustee indemnity satisfactory to it.
DESCRIPTION OF WARRANTS
The Company may issue Debt Warrants as well as Equity Warrants.
Warrants may be issued independently or together with any Securities and
may be attached to or separate from such securities. The Warrants are to be
issued under warrant agreements (each a "Warrant Agreement") to be entered
into between the Company and a bank or trust company, as warrant agent (the
"Warrant Agent"), all as shall be set forth in the Prospectus Supplement
relating to Warrants being offered pursuant thereto. As of the date hereof,
the Company has no Warrants outstanding.
Debt Warrants
The applicable Prospectus Supplement will describe the terms of Debt
Warrants offered thereby, the Warrant Agreement relating to such Debt
Warrants and the debt warrant certificates representing such Debt Warrants
("Debt Warrant Certificates"), including the following: (1) the title of
such Debt Warrants; (2) the aggregate number of such Debt Warrants; (3) the
price or prices at which such Debt Warrants will be issued;
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(4) the designation, aggregate principal amount and terms of the Debt
Securities purchasable upon exercise of such Debt Warrants, and the
procedures and conditions relating to the exercise of such Debt Warrants;
(5) the designation and terms of any related Debt Securities with which
such Debt Warrants are issued, and the number of such Debt Warrants issued
with each such Debt Security; (6) the date, if any, on and after which such
Debt Warrants and the related Debt Securities will be separately
transferable; (7) the principal amount of Debt Securities purchasable upon
exercise of each Debt Warrant; (8) the date on which the right to exercise
such Debt Warrants will commence, and the date on which such right will
expire; (9) the maximum or minimum number of such Debt Warrants which may
be exercised at any time; (10) a discussion of any material federal income
tax considerations; and (11) any other terms of such Debt Warrants and
terms, procedures and limitations relating to the exercise of such Debt
Warrants.
Debt Warrant Certificates will be exchangeable for new Debt Warrant
Certificates of different denominations, and Debt Warrants may be exercised
at the corporate trust office of the Warrant Agent or any other office
indicated in the Prospectus Supplement. Prior to the exercise of their Debt
Warrants, holders of Debt Warrants will not have any of the rights of
holders of the Debt Securities purchasable upon such exercise and will not
be entitled to payment of principal of or any premium or interest on the
Debt Securities purchasable upon such exercise.
Equity Warrants
The applicable Prospectus Supplement will describe the terms of Equity
Warrants offered thereby, the Warrant Agreement relating to such Equity
Warrants and the equity warrant certificates representing such Equity
Warrants ("Equity Warrant Certificates" and together with Debt Warrant
Certificates, "Warrant Certificates"), including the following: (1) the
title of such Equity Warrants; (2) the Securities (i.e. Preferred Stock or
Common Stock) for which such Equity Warrants are exercisable; (3) the price
or prices at which such Equity Warrants will be issued; (4) if applicable,
the designation and terms of the Preferred Stock or Common Stock with which
such Equity Warrants are issued, and the number of such Equity Warrants
issued with each such share of Preferred Stock or Common Stock; (5) if
applicable, the date on and after which such Equity Warrants and the
related Preferred Stock or Common Stock will be separately transferable;
(6) if applicable, a discussion of any material federal income tax
considerations; and (7) any other terms of such Equity Warrants, including
terms, procedures and limitations relating to the exchange and exercise of
such Equity Warrants.
Equity Warrant Certificates will be exchangeable for new Equity
Warrant Certificates of different denominations, and Equity Warrants may be
exercised at the corporate trust office of the Warrant Agent or any other
office indicated in the Prospectus Supplement. Holders of Equity Warrants
will not be entitled, by virtue of being such holders, to vote, to consent,
to receive dividends, to receive notice as stockholders with respect to any
meeting of stockholders for the election of directors of the Company or any
other matter, or to exercise any rights whatsoever as stockholders of the
Company.
Exercise of Warrants
Each Warrant will entitle the holder to purchase for cash such
principal amount of Securities at such exercise price as shall in each case
be set forth in, or be determinable as set forth in, the Prospectus
Supplement relating to the Warrants offered thereby. Warrants may be
exercised at any time up to the close of business on the expiration date
set forth in the Prospectus Supplement relating to the Warrants offered
thereby. After the close of business on the expiration date, unexercised
Warrants will become void.
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Warrants may be exercised as set forth in the Prospectus Supplement
relating to the Warrants offered thereby. Upon receipt of payment and the
Warrant Certificate properly completed and duly executed at the corporate
trust office of the Warrant Agent or any other office indicated in the
Prospectus Supplement, the Company will, as soon as practicable, forward
the Securities purchasable upon such exercise. If less than all of the
Warrants represented by such Warrant Certificate are exercised, a new
Warrant Certificate will be issued for the remaining Warrants.
DESCRIPTION OF PREFERRED STOCK
The following description of the terms of the Preferred Stock sets
forth certain general terms and provisions of the Preferred Stock to which
any Prospectus Supplement may relate. Certain other terms of any series of
the Preferred Stock offered by any Prospectus Supplement will be described
in such Prospectus Supplement. The description of certain provisions of the
Preferred Stock set forth below and in any Prospectus Supplement does not
purport to be complete and is subject to and qualified in its entirety by
reference to the Company's Restated Certificate of Incorporation (the
"Certificate of Incorporation"), and the certificate of designation (a
"Certificate of Designation") relating to each series of the Preferred
Stock which will be filed with the Commission and incorporated by reference
in the Registration Statement of which this Prospectus is a part at or
prior to the time of the issuance of such series of the Preferred Stock.
General
The Company has the authority to issue 25,000,000 shares of preferred
stock, $1.00 par value per share ("preferred stock of the Company," which
term, as used herein, includes the Preferred Stock offered hereby).
The Company has authorized 600,000 shares of Series A Junior
Participating Preferred Stock ("Junior Preferred Stock") in connection with
the Company's dividend distribution of one Preferred Share Purchase Right
for each outstanding share of its Common Stock. Each Right entitles its
holder to buy one one-hundredth of a share of the Junior Preferred Stock at
an exercise price of $60 per share. The Rights only become exercisable if a
person or group acquires or makes an offer to acquire 15 percent or more of
the Company's Common Stock. As of the date hereof, the Company has no
Preferred Stock outstanding.
Under the Certificate of Incorporation, the Board of Directors of the
Company is authorized without further stockholder action to designate and
provide for the issuance of up to 25,000,000 shares of preferred stock of
the Company, in one or more series, with such voting powers, full or
limited, and with such designations, preferences and relative
participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, as shall be stated in the resolution
or resolutions providing for the issue of a series of such stock adopted,
at any time or from time to time, by the Board of Directors of the Company
(as used herein the term "Board of Directors of the Company" includes any
duly authorized committee thereof).
The Preferred Stock shall have the dividend, liquidation, redemption
and voting rights set forth below unless otherwise provided in a Prospectus
Supplement relating to a particular series of the Preferred Stock.
Reference is made to the Prospectus Supplement relating to the particular
series of the Preferred Stock offered thereby for specific terms,
including: (i) the designation and stated value per share of such Preferred
Stock and the number of shares offered; (ii) the amount of liquidation
preference per share; (iii) the initial public offering price at which such
Preferred Stock will be issued; (iv) the dividend rate (or
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method of calculation), the dates on which dividends shall be payable and
the dates from which dividends shall commence to cumulate, if any; (v) any
redemption or sinking fund provisions; (vi) any conversion or exchange
rights; and (vii) any additional voting, dividend, liquidation, redemption,
sinking fund and other rights, preferences, privileges, limitations and
restrictions.
The Preferred Stock will, when issued, be fully paid and nonassessable
and will have no preemptive rights. The rights of the holders of each
series of the Preferred Stock will be subordinate to those of the Company's
general creditors.
Dividend Rights
Holders of the Preferred Stock of each series will be entitled to
receive, when, as and if declared by the Board of Directors of the Company,
out of funds of the Company legally available therefor, cash dividends on
such dates and at such rates as are set forth in, or as are determined by
the method described in, the Prospectus Supplement relating to such series
of the Preferred Stock. Such rate may be fixed or variable or both. Each
such dividend will be payable to the holders of record as they appear on
the stock books of the Company on such record dates, fixed by the Board of
Directors of the Company, as specified in the Prospectus Supplement
relating to such series of Preferred Stock.
Such dividends may be cumulative or noncumulative, as provided in the
Prospectus Supplement relating to such series of Preferred Stock. If the
Board of Directors of the Company fails to declare a dividend payable on a
dividend payment date on any series of Preferred Stock for which dividends
are noncumulative, then the right to receive a dividend in respect of the
dividend period ending on such dividend payment date will be lost, and the
Company will have no obligation to pay any dividend for such period,
whether or not dividends on such series are declared payable on any future
dividend payment dates. Dividends on the shares of each series of Preferred
Stock for which dividends are cumulative will accrue from the date on which
the Company initially issues shares of such series.
Unless otherwise specified in the applicable Prospectus Supplement, so
long as the shares of any series of the Preferred Stock are outstanding,
unless (i) full dividends (including if such Preferred Stock is cumulative,
dividends for prior dividend periods) have been paid or declared and set
apart for payment on all outstanding shares of the Preferred Stock of such
series and all other classes and series of preferred stock of the Company
(other than Junior Stock, as defined below) and (ii) the Company is not in
default or in arrears with respect to the mandatory or optional redemption
or mandatory repurchase or other mandatory retirement of, or with respect
to any sinking or other analogous funds for, any shares of Preferred Stock
of such series or any shares of any other preferred stock of the Company of
any class or series (other than Junior Stock), the Company may not declare
any dividends on any shares of Common Stock of the Company or any other
stock of the Company ranking as to dividends or distributions of assets
junior to such series of Preferred Stock (the Common Stock and any such
other stock being herein referred to as "Junior Stock"), or make any
payment on account of, or set apart money for, the purchase, redemption or
other retirement of, or for a sinking or other analogous fund for, any
shares of Junior Stock or make any distribution in respect thereof, whether
in cash or property or in obligations of stock of the Company, other than
in Junior Stock which is neither convertible into nor exchangeable or
exercisable for, any securities of the Company other than Junior Stock.
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Liquidation Preferences
Unless otherwise specified in the applicable Prospectus Supplement, in
the event of any liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary, the holders of each series of the
Preferred Stock will be entitled to receive out of the assets of the
Company available for distribution to stockholders, before any distribution
of assets is made to the holders of Common Stock or any other shares of
stock of the Company ranking junior as to such distribution to such series
of the Preferred Stock, the amount set forth in the Prospectus Supplement
relating to such series of the Preferred Stock. If, upon any voluntary or
involuntary liquidation, dissolution or winding up of the Company, the
amounts payable with respect to the Preferred Stock of any series and any
other shares of preferred stock of the Company (including any other series
of the Preferred Stock) ranking as to any such distribution on a parity
with such series of the Preferred Stock are not paid in full, the holders
of the Preferred Stock of such series and of such other shares of preferred
stock of the Company will share ratably in any such distribution of assets
of the Company in proportion to the full respective preferential amounts to
which they are entitled. After payment to the holders of the Preferred
Stock of each series of the full preferential amounts of the liquidating
distribution to which they are entitled, unless otherwise provided in the
applicable Prospectus Supplement, the holders of each such series of the
Preferred Stock will be entitled to no further participation in any
distribution of assets by the Company.
Redemption
A series of the Preferred Stock may be redeemable, in whole or from
time to time in part, at the option of the Company, and may be subject to
mandatory redemption pursuant to a sinking fund or otherwise, in each case
upon terms, at the times and at the redemption prices set forth in the
Prospectus Supplement relating to such series. Shares of the Preferred
Stock redeemed by the Company will be restored to the status of authorized
but unissued shares of preferred stock of the Company.
In the event that fewer than all of the outstanding shares of a series
of the Preferred Stock are to be redeemed, whether by mandatory or optional
redemption, the number of shares to be redeemed will be determined by lot
or pro rata (subject to rounding to avoid fractional shares) as may be
determined by the Company or by any other method as may be determined by
the Company in its sole discretion to be equitable. From and after the
redemption date (unless default is made by the Company in providing for the
payment of the redemption price plus cumulated and unpaid dividends, if
any) dividends will cease to accumulate on the shares of the Preferred
Stock called for redemption and all rights of the holders thereof (except
the right to receive the redemption price plus accumulated and unpaid
dividends, if any) will cease.
Unless otherwise specified in the applicable Prospectus Supplement, so
long as any dividends on shares of any series of the Preferred Stock or any
other series of preferred stock of the Company ranking on a parity as to
dividends and distribution of assets with such series of the Preferred
Stock are in arrears, no shares of any such series of the Preferred Stock
or such other series of preferred stock of the Company will be redeemed
(whether by mandatory or optional redemption) unless all such shares are
simultaneously redeemed, and the Company will not purchase or otherwise
acquire any such shares; provided, however, that the foregoing will not
prevent the purchase or acquisition of shares pursuant to a purchase or
exchange offer made on the same terms to holders of all such shares
outstanding.
17
<PAGE>
Conversion and Exchange Rights
The terms, if any, on which shares of Preferred Stock of any series
may be exchanged for or converted into shares of Common Stock or another
series of Preferred Stock will be set forth in the Prospectus Supplement
relating thereto. Such terms may include provisions for conversion, either
mandatory, at the option of the holder, or at the option of the Company, in
which case the number of shares of Common Stock or the number of shares of
another series of Preferred Stock to be received by the holders of
Preferred Stock would be calculated as of a time and in the manner stated
in the Prospectus Supplement.
Voting Rights
Except as indicated in a Prospectus Supplement relating to a
particular series of the Preferred Stock, or except as required by
applicable law, the holders of the Preferred Stock will not be entitled to
vote for any purpose.
PLAN OF DISTRIBUTION
The Company may sell the Securities to one or more underwriters for
public offering and sale by them or may sell the Securities to investors
directly or through agents. Any such underwriter or agent involved in the
offer and sale of Securities will be named in the applicable Prospectus
Supplement. The Company has reserved the right to sell Securities directly
to investors on its own behalf in those jurisdictions where and in such
manner as it is authorized to do so.
Underwriters may offer and sell Securities at a fixed price or prices,
which may be changed, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, or at negotiated prices.
The Company also may, from time to time, authorize dealers, acting as the
Company's agents, to offer and sell Securities upon the terms and
conditions as are set forth in the applicable Prospectus Supplement. In
connection with the sale of Securities, underwriters may receive
compensation from the Company in the form of underwriting discounts or
commissions and may also receive commissions from purchasers of the
Securities for whom they may act as agent. Underwriters may sell Securities
to or through dealers, and such 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 agent.
Any underwriting compensation paid by the Company to underwriters or
agents in connection with the offering of Securities, and any discounts,
concessions or commissions allowed by underwriters to participating
dealers, will be set forth in the applicable Prospectus Supplement. Dealers
and agents participating in the distribution of Securities may be deemed to
be underwriters, and any discounts and commissions received by them and any
profit realized by them on resale of the Securities may be deemed to be
underwriting discounts and commissions. Underwriters, dealers and agents
may be entitled, under agreements entered into with the Company, to
indemnification against and contribution toward certain civil liabilities,
including liabilities under the Securities Act of 1933.
If so indicated in the Prospectus Supplement, the Company will
authorize dealers acting as the Company's agents to solicit offers by
certain institutions to purchase the Securities from the Company at the
public offering price set forth in the applicable Prospectus Supplement
pursuant to delayed delivery contracts ("Contracts") providing for payment
and delivery on the date or dates stated in such Prospectus Supplement.
18
<PAGE>
Each Contract will be for an amount not less than the amounts stated in the
applicable Prospectus Supplement. Institutions with whom Contracts, when
authorized, may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions, and other institutions but will in all cases be subject to
the approval of the Company. Contracts will not be subject to any
conditions except (i) the purchase by the institution of the Securities
covered by its Contract shall not at the time of delivery be prohibited
under the laws of any jurisdiction in the United States to which such
institution is subject, and (ii) if the Securities are being sold to
underwriters, the Company shall have sold to such underwriters the total
amount specified in the applicable Prospectus Supplement. A commission
indicated in the applicable Prospectus Supplement will be paid to
underwriters and agents soliciting purchases of Securities pursuant to
Contracts accepted by the Company.
LEGAL MATTERS
Certain legal matters with respect to the Securities offered hereby
will be passed upon for the Company by Latham & Watkins, San Francisco,
California. Certain legal matters will be passed upon for any agents or
underwriters by counsel for such agents or underwriters identified in the
applicable Prospectus Supplement.
EXPERTS
The consolidated financial statements of Thiokol Corporation
incorporated by reference in Thiokol Corporation's Annual Report (Form
10-K) for the year ended June 30, 1996, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon
incorporated by reference therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference
in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
19
<PAGE>
<TABLE>
============================================= =================================
No dealer, salesperson or any other
person has been authorized to give any
information or to make any representation
in connection with this offering other than [LOGO]
those contained in this Prospectus, and, if
given or made, such information or
representation must not be relied upon as
having been so authorized by the Company or
any Underwriter. This Prospectus does not Thiokol Corporation
constitute an offer to sell or a
solicitation of an offer to buy by anyone
in any jurisdiction in which such offer to $300,000,000
sell is not authorized, or in which the
person is not qualified to do so or to any
person to whom it is unlawful to make such Debt Securities
offer or solicitation. Neither the Warrants to Purchase Debt Securities
delivery of this Prospectus nor any sale Warrants to Purchase Equity Securities
hereunder shall, under any circumstances, Preferred Stock
create any implication that there has been Common Stock
no change in the affairs of the Company
since the date hereof or that the
information contained herein is correct as
of any time subsequent to its date.
----------
PROSPECTUS
----------
TABLE OF CONTENTS
Page
<S> <C>
Available Information................ 2
Information Incorporated by Reference 2 _________, 1996
The Company.......................... 3
Use of Proceeds...................... 4
Ratios of Earnings to Fixed Charges.. 4
General Description of Securities... 5
Description of Debt Securities....... 5
Description of Warrants............... 13
Description of Preferred Stock........ 14
Plan of Distribution.................. 18
Legal Matters......................... 19
Experts............................... 19
============================================= ===========================
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses to be paid by the Company in connection with the
distribution of the securities being registered are as set forth in the
following table:
<TABLE>
<S> <C>
Securities and Exchange Commission Fee........................ $103,449
*Rating Agency Fee............................................ 120,000
*Legal Fees and Expenses...................................... 50,000
*Accounting Fees and Expenses................................. 15,000
*Printing and Engraving Expenses.............................. 10,000
*Blue Sky Fees................................................ 10,000
*Trustee/Issuing & Paying Agent Fees and Expenses............. 10,000
*Miscellaneous................................................ 6,551
---------
*Total................................................. $325,000
========
</TABLE>
* Estimated.
Item 15. Indemnification of Directors and Officers
The Company has the power, pursuant to Section 145 of the Delaware
General Corporation Law, to limit the liability of its directors from
certain breaches of fiduciary duty and to indemnify its directors, officers
and other persons for certain acts.
Articles NINTH of the Company's Certificate of Incorporation provide
as follows:
"NINTH: A. A director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section
174 of the General Corporation Law of the State of Delaware, or (iv) for
any transaction from which the director derived an improper personal
benefit. If the General Corporation Law of the State of Delaware is amended
to authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the
General Corporation Law of the State of Delaware, as so amended. Any repeal
or modification of this Section A by the stockholders of the Corporation
shall not adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification.
B. (1) Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit, or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she or a
person
II-1
<PAGE>
of whom he or she is the legal representative is or was a director, officer
or employee of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether the basis
of such proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the General
Corporation Law of the State of Delaware as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide
prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably incurred
or suffered by such person in connection therewith and such indemnification
shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that except as provided in
paragraph (2) of this Section B with respect to proceedings seeking to
enforce rights to indemnification, the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof)
was authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Section B shall be a contract right and
shall include the right to be paid by the Corporation the expenses incurred
in defending any such proceeding in advance of its final disposition;
provided, however, that if the General Corporation Law of the State of
Delaware requires, the payment of such expenses incurred by a director or
officer in his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be
made only upon delivery to the Corporation of an undertaking by or on
behalf of such director or officer, to repay all amounts so advanced if it
shall ultimately be determined that such director or officer is not
entitled to be indemnified under this Section B or otherwise.
(2) If a claim under paragraph (1) of this Section B is not
paid in full by the Corporation within thirty days after a written claim
has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount
of the claim and, if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such claim. It shall be
a defense to any such action (other than an action brought to enforce a
claim for expenses incurred in defending any proceeding in advance of its
final disposition where the required undertaking, if any is required, has
been tendered to the Corporation) that the claimant has not met the
standards of conduct which make it permissible under the General
Corporation Law of the State of Delaware for the Corporation to indemnify
the claimant for the amount claimed, but the burden of proving such defense
shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel or
stockholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the
circumstances because he or she has met the applicable standard of conduct
set forth in the General Corporation Law of the State of Delaware, nor an
actual determination by the Corporation (including its Board of Directors,
independent legal counsel or stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard
of conduct.
(3) The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final disposition
conferred in this Section B shall not be
II-2
<PAGE>
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the certificate of incorporation, By-Law,
agreement, vote of stockholders or disinterested directors or otherwise.
(4) The Corporation may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or
other enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such
expense, liability or loss under the General Corporation Law of the State
of Delaware.
(5) The Corporation may, to the extent authorized from time
to time by the Board of Directors, grant rights to indemnification, and
rights to be paid by the Corporation the expenses incurred in defending any
proceeding in advance of its final disposition, to any agent of the
Corporation to the fullest extent of the provisions of this Section B with
respect to the indemnification and advancement of expenses of directors,
officers and employees of the Corporation.
II-3
<PAGE>
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits:
4(a) Restated Certificate of Incorporation of the Company,
which was filed as Exhibit 3 to the Company's Annual
Report on Form 10-K for the fiscal year ended June 30,
1989, and is incorporated by reference herein.
4(b) Bylaws of the Company, as amended to date, which were
filed as Exhibit 3 to the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 1993, and are
incorporated by reference herein.
4(c) Rights Agreement dated January 26, 1989, between the
Company and The First National Bank of Chicago, which was
filed as Exhibit 1 filed with the Company's Form 8-A
dated February 8, 1989, and is incorporated by reference
herein.
4(d) Amendment to Rights Agreement between the Company and The
First National Bank of Chicago, dated June 22, 1989,
which was filed as Exhibit 2 filed with the Company's
Report on Form 8-K dated July 3, 1989, and is
incorporated by reference herein.
4(e) Amendment No. 2 to Rights Agreement between the Company
and The First National Bank of Chicago, dated January 18,
1990, which was filed as Exhibit 3 filed with the
Company's Report on Form 8-K dated January 18, 1990, and
is incorporated by reference herein.
4(f)** Form of Indenture.
4(g)* Form of Warrant Agreement for Equity Securities.
4(h)* Form of Warrant Agreement for Debt Securities.
5** Opinion of Latham & Watkins.
12** Statement regarding Computation of Ratios.
23(a) Consent of Ernst & Young LLP.
23(b)** Consent of Latham & Watkins (included in Exhibit 5).
24** Powers of Attorney.
- ---------------------------------------
* To be filed by amendment or incorporated by reference in connection
with the offering of the Securities.
** Previously filed.
II-4
<PAGE>
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
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20
percent 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 the information required to be included in a
post-effective amendment by paragraphs (a)(1)(i) and (a)(1)(ii) above may
be 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 and (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.
(e) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security holders
that is incorporated by reference in the prospectus and furnished pursuant
to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Registration S-X are not set forth
in the prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
II-5
<PAGE>
(h) 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 Securities Act of 1933 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 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
Securities Act of 1933 and will be governed by the final adjudication of
such issue.
(j) 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 (the
"Act") in accordance with the rules and regulations prescribed by the
Commission under Section 305(b)(2) of the Act.
II-6
<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
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Ogden, Utah on September 26, 1996.
THIOKOL CORPORATION
By /s/ JAMES R. WILSON
---------------------------------
James R. Wilson
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed by each of the following persons in the capacities and on
the dates indicated.
Signature Title Date
--------- ----- ----
/s/ JAMES R. WILSON
- --------------------- Chairman of the Board, President September 26, 1996
(James R. Wilson) and Chief Executive Officer
/s/ RICHARD L. CORBIN
- --------------------- Senior Vice President and Chief September 26, 1996
(Richard L. Corbin) Financial Officer
/s/ MICHAEL R. AYERS
- ---------------------
(Michael R. Ayers) Vice President and Controller September 26, 1996
/s/ NEIL A. ARMSTRONG
- ---------------------- Director September 26, 1996
(Neil A. Armstrong)
/s/ MICHAEL P.C. CARNS
- ----------------------
(Michael P.C. Carns) Director September 26, 1996
/s/ EDSEL D. DUNFORD
- ---------------------
(Edsel D. Dunford) Director September 26, 1996
/s/ U. EDWIN GARRISION
- ---------------------- Director September 26, 1996
(U. Edwin Garrison)
/s/ L. DENNIS KOZLOWSKI
- -----------------------
(L. Dennis Kozlowski) Director September 26, 1996
/s/ CHARLES S. LOCKE
- ----------------------
(Charles S. Locke) Director September 26, 1996
/s/ JAMES M. RINGLER
- ---------------------
(James M. Ringler) Director September 26, 1996
II-7
<PAGE>
/s/ WILLIAM O. STUDEMAN
- ----------------------- Director September 26, 1996
(William O. Studeman)
/s/ DONALD C. TRAUSCHT
- -----------------------
(Donald C. Trauscht) Director September 26, 1996
II-8
<PAGE>
EXHIBIT INDEX
4(a) Restated Certificate of Incorporation of the Company, which was
filed as Exhibit 3 to the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1989, and is incorporated by
reference herein.
4(b) Bylaws of the Company, as amended to date, which were filed as
Exhibit 3 to the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1993, and are incorporated by
reference herein.
4(c) Rights Agreement dated January 26, 1989, between the Company and
The First National Bank of Chicago, which was filed as Exhibit 1
filed with the Company's Form 8-A dated February 8, 1989, and is
incorporated by reference herein.
4(d) Amendment to Rights Agreement between the Company and The First
National Bank of Chicago, dated June 22, 1989, which was filed as
Exhibit 2 filed with the Company's Report on Form 8-K dated July
3, 1989, and is incorporated by reference herein.
4(e) Amendment No. 2 to Rights Agreement between the Company and The
First National Bank of Chicago, dated January 18, 1990, which was
filed as Exhibit 3 filed with the Company's Report on Form 8-K
dated January 18, 1990, and is incorporated by reference herein.
4(f)** Form of Indenture.
4(g)* Form of Warrant Agreement for Equity Securities.
4(h)* Form of Warrant Agreement for Debt Securities.
5** Opinion of Latham & Watkins.
12** Statement regarding Computation of Ratios.
23(a) Consent of Ernst & Young LLP.
23(b)** Consent of Latham & Watkins (included in Exhibit 5).
24** Powers of Attorney.
- ----------------------------------
* To be filed by amendment or incorporated by reference in
connection with the offering of the Securities.
** Previously filed.
<PAGE>
Exhibit 23 (a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 2 to the Registration Statement (Form S-3, No. 333-1753) and
related Prospectus of Thiokol Corporation and to the incorporation by
reference therein of our report dated August 1, 1996, with respect to the
consolidated financial statements of Thiokol Corporation incorporated by
referenced in its Annual Report (Form 10-K) for the year ended June 30,
1996, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
------------------------
Ernst & Young LLP
Salt Lake City, Utah
September 26, 1996
<PAGE>
