<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 10, 1997
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
AND POST-EFFECTIVE AMENDMENT NO. 1
UNDER
THE SECURITIES ACT OF 1933
------------------------
BOEING CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 95-2564584
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
4060 LAKEWOOD BOULEVARD, SIXTH FLOOR
LONG BEACH, CALIFORNIA 90808
(562) 627-3000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------
MICHAEL C. DRAFFIN, ESQ.
VICE PRESIDENT--TAXES & ASSOCIATE GENERAL COUNSEL AND SECRETARY
BOEING CAPITAL CORPORATION
4060 LAKEWOOD BOULEVARD, SIXTH FLOOR
LONG BEACH, CALIFORNIA 90808
(562) 627-3085
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
COPIES TO:
<TABLE>
<S> <C>
H. DAVID HEUMANN, ESQ. NORMAN D. SLONAKER, ESQ.
ASSISTANT GENERAL COUNSEL BROWN & WOOD LLP
BOEING CAPITAL CORPORATION ONE WORLD TRADE CENTER
4060 LAKEWOOD BOULEVARD, SIXTH FLOOR NEW YORK, NEW YORK 10048-0557
LONG BEACH, CALIFORNIA 90808-1700
</TABLE>
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO
TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
------------------------------
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. / /
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT(1) OFFERING PRICE(1)
<S> <C> <C> <C>
Debt Securities................................ $1,000,000,000(2)(3) 100% $1,000,000,000
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT OF
SECURITIES TO BE REGISTERED REGISTRATION FEE
<S> <C>
Debt Securities................................ $303,030
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Or, if any Debt Securities are (i) denominated other than in U.S. dollars,
such principal amount as shall result in an aggregate offering price
equivalent to $1,000,000,000 at the time of initial offering, or (ii) issued
at an original issue discount, such greater principal amount as shall result
in aggregate gross proceeds to the Registrant of $1,000,000,000.
(3) Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
included in the Registration Statement is a combined prospectus and also
relates to registration statement No. 33-58989 previously filed by the
Registrant on Form S-3 and declared effective on June 15, 1995. This
Registration Statement, which is a new registration statement, also
constitutes Post-Effective Amendment No. 1 to registration statement No.
33-58989, and such Post-Effective Amendment No. 1 shall hereafter become
effective concurrently with the effectiveness of this Registration Statement
and in accordance with Section 8(c) of the Securities Act of 1933. The
Prospectus included in this Post-Effective Amendment No. 1 relates to the
remaining unsold Debt Securities having an aggregate principal amount of
$200,000,000 which were previously registered by the Registrant under
registration statement No. 33-58989. A filing fee of $68,966 associated with
such securities was previously paid with registration statement No.
33-58989. This Registration Statement and the registration statement amended
hereby are collectively referred to herein as the "Registration Statement".
------------------------------
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
SUBJECT TO COMPLETION, DATED , 1997
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 PRELIMINARY 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.
<PAGE>
P R O S P E C T U S
$1,200,000,000
BOEING CAPITAL CORPORATION
SENIOR/SUBORDINATED DEBT SECURITIES
---------------
Boeing Capital Corporation (the "Company" or "BCC") (formerly known as
McDonnell Douglas Finance Corporation) from time to time may offer and sell up
to $1,200,000,000 aggregate initial offering price, or its equivalent, based on
the applicable exchange rate at the time of the offering, in such foreign
currencies, units or composites of two or more thereof as shall be designated by
the Company at the time of offering, of its senior debt securities (the "Senior
Securities") and/or subordinated debt securities (the "Subordinated
Securities"). The Senior Securities and the Subordinated Securities will be
referred to collectively as the "Securities". The Securities may be offered in
one or more separate series in amounts, at prices and on terms to be determined
at the time of sale and set forth in a supplement to this Prospectus (a
"Prospectus Supplement").
The Securities will be unsecured obligations of the Company. The Senior
Securities will rank equally with all other unsecured and unsubordinated
indebtedness of the Company. The Subordinated Securities will be subordinated to
all existing and future Senior Indebtedness (as defined below) of the Company.
See "Description of the Securities". The Securities may be issued in registered
form ("Registered Securities") without coupons or in bearer form ("Bearer
Securities") with coupons attached or both. Bearer Securities will be offered
only to non-United States persons and to offices located outside the United
States of certain United States financial institutions.
The specific terms of the Securities in respect of which this Prospectus is
being delivered, including, where applicable, the specific designation,
aggregate principal amount, authorized denominations, currency, maturity,
interest rate (which may be fixed or variable) and time of payment of interest,
if any, terms for any redemption or repayment at the option of the Company or
the holder, terms for sinking fund payment, if any, whether the Securities are
Senior Securities or Subordinated Securities, the initial public offering price
or purchase price, any stock exchange listings, any special provisions related
to Securities denominated in a foreign or composite currency or issued as
medium-term notes, original issue discount securities or other special terms
will be set forth in the accompanying Prospectus Supplement. As used herein,
Securities shall include securities denominated in United States dollars or, at
the option of the Company if so specified in the applicable Prospectus
Supplement, in any other currency or in composite currencies.
The Securities may be sold to underwriters for public offering pursuant to
terms of offering established at the time of sale. In addition, the Securities
may be sold by the Company directly or through dealers or agents designated from
time to time. The Prospectus Supplement will also set forth with respect to the
sale of the Securities in respect of which this Prospectus is being delivered
the names of the underwriters, dealers or agents, if any, any applicable
commissions or discounts, the net proceeds to the Company from such sale and any
other terms of the offering. Any underwriters, dealers or agents participating
in the offering may be deemed "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act").
This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS , 1997.
<PAGE>
AVAILABLE INFORMATION
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 reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports and other information can be
inspected and copied at the public reference facilities of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional
Offices of the Commission: Chicago Regional Office, Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661 and New York Regional
Office, 13th Floor, Seven World Trade Center, New York, New York 10048. Copies
of such material can also be obtained at prescribed rates from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549. The Commission maintains a Web site that contains reports, proxy and
other information regarding registrants, such as the Company, that file
electronically with the Commission. The address of such site is
http:\\www.sec.gov. Copies of such material also may be inspected at the offices
of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005,
on which exchange certain of the Company's securities are listed.
This Prospectus constitutes a part of two Registration Statements on Form
S-3 (together with all exhibits thereto, the "Registration Statements") filed
with the Commission under the Securities Act, with respect to $1,200,000,000
aggregate initial offering price of Senior Securities and Subordinated
Securities of the Company. This Prospectus does not contain all of the
information contained in the Registration Statements. Reference is made to the
Registration Statements for further information with respect to the Company and
the Securities offered hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 31,
1996, and Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997
and June 30, 1997, as filed with the Commission, are hereby incorporated by
reference into this Prospectus and made a part hereof.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Securities shall
be deemed to be incorporated by reference into this Prospectus and made a part
hereof from the respective dates of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein, or contained in this Prospectus, 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 or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
This Prospectus contains brief summaries of certain more detailed
information contained in documents incorporated herein by reference. Such
summaries are qualified in their entirety by the more detailed information
contained in the incorporated documents.
The Company will provide without charge to each person (including any
beneficial owner) to whom this Prospectus is delivered, upon the written or oral
request of any such person (identified to the Company's satisfaction), a copy of
any or all documents incorporated by reference into this Prospectus (without
exhibits unless such exhibits are specifically incorporated by reference
herein). Requests should be directed to:
Boeing Capital Corporation
4060 Lakewood Boulevard, 6th Floor
Long Beach, California 90808-1700
Attention: Treasury Department
Telephone: (562) 627-3100
2
<PAGE>
THE COMPANY
The Company is a commercial finance company primarily engaged in commercial
aircraft financing and commercial equipment leasing. The Company was
incorporated in Delaware in 1968. The Company is a wholly-owned subsidiary of
Boeing Capital Services Corporation, a wholly-owned subsidiary of McDonnell
Douglas Corporation ("MDC"), which, in turn, is a wholly-owned subsidiary of The
Boeing Company ("Boeing"). The Company became a subsidiary of Boeing on August
1, 1997 as a result of a merger between MDC and Boeing. As described in more
detail in the Company's Report on Form 10-Q for the period ended June 30, 1997,
incorporated by reference herein, Boeing's management is currently considering,
among other things, the strategic value of the Company and, accordingly, the
future direction of the Company is uncertain.
The Company's commercial aircraft financing group, located in Long Beach,
California, finances commercial aircraft (historically primarily MDC aircraft)
by purchasing such aircraft subject to lease to airlines and by providing
secured and unsecured notes receivable financing in connection with such
aircraft. Although since 1986 the Company has provided financing to airlines
(primarily regional airlines) for aircraft manufactured by manufacturers other
than MDC, aircraft manufactured by MDC continue to comprise a substantial
majority of the Company's commercial aircraft portfolio. At June 30, 1997 and
December 31, 1996, the carrying amount of the Company's commercial aircraft
portfolio was $1,725.5 million and $1,814.9 million, respectively, with 33
customers (25 domestic and 8 foreign) and 34 customers (25 domestic and 9
foreign), respectively. At June 30, 1997 and December 31, 1996, 88.9% and 89.1%,
respectively, of the Company's commercial aircraft portfolio (60.3% and 61.5%,
respectively, of the Company's total portfolio) was comprised of aircraft
manufactured by MDC. No Boeing aircraft were in the Company's portfolio as of
June 30, 1997. On September 30, 1997, the Company purchased a used Boeing
767-300 aircraft on lease to a major international airline.
The commercial equipment leasing business segment provides single-investor,
tax-oriented lease financing and debt financing as its primary products. This
segment, which maintains its principal operations in Long Beach, California and
has marketing offices in Chicago, Illinois, Atlanta, Georgia and Detroit,
Michigan, obtains its business primarily through direct solicitation by its
marketing personnel. The commercial equipment leasing business segment
specializes in leasing equipment such as executive aircraft, machine tools,
over-the-road transportation equipment, printing equipment, and other types of
equipment which it believes will maintain strong collateral and residual values.
At June 30, 1997 and December 31, 1996, the carrying amount of the Company's
commercial equipment leasing portfolio was $790.3 million and $769.8 million,
respectively.
The principal executive office of the Company is located at 4060 Lakewood
Boulevard, 6th Floor, Long Beach, California 90808-1700; telephone number (562)
627-3000.
USE OF PROCEEDS
Net proceeds from the sale of the Securities will be used to fund the
acquisition of receivables (possibly including, without limitation, the
acquisition of portfolios of receivables), to purchase equipment for lease and
for other corporate purposes, and may be used to reduce, from time to time,
other indebtedness, including indebtedness to MDC and Boeing.
3
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following is a summary of certain consolidated financial information of
the Company and its subsidiaries at the dates or for each of the periods
indicated. The selected consolidated financial data at December 31, 1996 and
1995 and for each of the years ended December 31, 1996, 1995 and 1994 has been
derived from, should be read in conjunction with, and is qualified in its
entirety by reference to, the audited consolidated financial statements and
notes thereto of the Company included in its Annual Report on Form 10-K for the
year ended December 31, 1996, incorporated by reference in this Prospectus. See
"Incorporation of Certain Documents by Reference". The selected consolidated
financial information as of and for the six months ended June 30, 1997 and 1996
included below has been derived from, and should be read in conjunction with,
the Company's unaudited interim consolidated financial statements, which in the
opinion of the Company's management include all adjustments, consisting only of
normal recurring adjustments, which the Company considers necessary for a fair
presentation of the financial condition and results of operations of the Company
for these periods. Operating data for the six months ended June 30, 1997 are not
necessarily indicative of the results of operations that may be expected for the
full year.
<TABLE>
<CAPTION>
AS OF AND FOR THE
SIX MONTHS ENDED
JUNE 30, AS OF AND FOR THE YEAR ENDED DECEMBER 31,
-------------------- -----------------------------------------------------
1997 1996 1996 1995 1994 1993 1992
--------- --------- --------- --------- --------- --------- ---------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
Selected earnings data:
Operating income.......................... $ 118.9 $ 108.0 $ 221.5 $ 190.6 $ 186.8 $ 196.9 $ 251.5
Interest expense.......................... 64.2 57.0 117.3 101.9 108.3 116.4 145.9
Net income................................ 25.4 23.4 48.8 39.3 28.3 16.8 27.7
Ratio of earnings to fixed charges(1)....... 1.61 1.62 1.62 1.57 1.37 1.33 1.30
Selected balance sheet data:
Total assets.............................. $ 2,588.8 $ 2,330.5 $ 2,666.6 $ 2,049.6 $ 1,929.6 $ 2,055.5 $ 1,999.0
Total debt................................ 1,732.4 1,582.5 1,850.2 1,339.7 1,215.1 1,361.2 1,330.4
Shareholder's equity...................... 349.2 301.9 325.5 280.2 271.9 269.4 256.4
Cash dividends paid(2)...................... 1.7 1.7 3.5 42.0 19.5 3.6 105.8
</TABLE>
- ------------------------
(1) For the purpose of computing the ratio of earnings to fixed charges,
earnings consist of earnings from continuing operations before income taxes,
cumulative effect of accounting changes and fixed charges, and fixed charges
consist of interest expense and preferred stock dividends.
(2) The provisions of various credit and debt agreements require the Company to
maintain a minimum net worth, restrict indebtedness, and limit cash
dividends and other distributions. At June 30, 1997 and December 31, 1996,
at least $91.6 million and $68.4 million, respectively, of earnings retained
for growth was available for dividends.
DESCRIPTION OF THE SECURITIES
The Senior Securities are to be issued under an indenture dated as of April
15, 1987, as supplemented by a supplemental indenture dated as of June 12, 1995
(as so supplemented, the "Senior Indenture"), between the Company and Bankers
Trust Company, as trustee ("Bankers Trust"). The Subordinated Securities are to
be issued pursuant to an indenture dated as of June 15, 1988, as supplemented by
a supplemental indenture dated as of June 12, 1995 (as so supplemented, the
"Subordinated Indenture"), between the Company and Bankers Trust, (successor to
First Trust of California), as trustee. The Senior Indenture and the
Subordinated Indenture are referred to collectively herein as the "Indentures",
and Bankers Trust is referred to herein as the "Trustee". A copy of each of the
Indentures is an exhibit to the Registration Statement. The Indentures provide
that there may be more than one trustee, each with respect to one or more series
of Securities.
4
<PAGE>
The following information concerning the Securities and certain provisions
of the Indentures is intended to provide a summary thereof and does not purport
to be complete and is subject to, and qualified in its entirety by reference to,
all of the provisions of the Indentures, including the definitions therein of
certain terms. Wherever reference is made to defined terms (which are
capitalized herein) of either of the Indentures, such defined terms are
incorporated herein by reference.
GENERAL
Reference is made to the Prospectus Supplement relating to the particular
series of Securities offered thereby for the following terms of such Securities:
(a) the title of such Securities; (b) any limit on the aggregate principal
amount of such series of Securities; (c) whether such Securities are to be
Senior Securities or Subordinated Securities; (d) whether such Securities are to
be issuable as Registered Securities or Bearer Securities or both and whether
such Securities are to be issuable initially in temporary global form or
permanent global form; (e) the price or prices (expressed as a percentage of the
aggregate principal amount thereof) at which such Securities will be issued; (f)
the date or dates on which, and the method of determining Holders to which, the
principal of such Securities will be payable; (g) the rate or rates per annum
(which may be fixed or variable), or the formula by which such rate or rates
will be determined, at which such Securities will bear interest, if any, and the
date from which such interest, if any, will accrue; (h) each Interest Payment
Date on which such interest, if any, on such Securities will be payable and the
Regular Record Date for the interest payable on such Securities which are
Registered Securities on any Interest Payment Date; (i) any mandatory or
optional sinking fund or analogous provisions; (j) each office or agency where,
subject to the terms of the appropriate Indenture as described below under
"Payment and Paying Agents", the principal of and premium, if any, and interest,
if any, on such Securities will be payable and each office or agency where such
Securities may be presented for registration of transfer or exchange; (k) the
date, if any, after which and the price or prices at which such Securities may,
pursuant to any optional or mandatory redemption provisions, be redeemed, in
whole or in part, and the other detailed terms and provisions of any such
optional or mandatory redemption provisions; (l) the denominations in which such
Securities which are Registered Securities will be issuable in other than
denominations of $1,000 and any integral multiple thereof, and the denominations
in which such Securities which are Bearer Securities will be issuable; (m) the
currency or currencies (including composite currencies) of payment of principal
of and premium, if any, and interest, if any, on such Securities; (n) any index
used to determine the amount of payments of principal of and premium, if any,
and interest, if any, on such Securities; (o) whether and under what
circumstances the Company will pay additional amounts ("Additional Amounts") in
respect of the Securities held by persons who are non-United States persons (as
defined in the Prospectus Supplement if applicable) in respect of specified
taxes, assessments or other governmental charges and whether the Company has the
option to redeem the affected Securities rather than pay Additional Amounts; and
(p) any other terms of such Securities not inconsistent with the provisions of
the appropriate Indenture. Any such Prospectus Supplement will also describe any
special provisions for the payment of Additional Amounts with respect to such
Securities.
The Securities may be issued as Original Issue Discount Securities to be
sold at a substantial discount below their principal amount and may be
denominated in currencies other than United States dollars. Special United
States federal income tax considerations applicable to any such Securities will
be set forth in a Prospectus Supplement relating thereto.
The Securities will be unsecured obligations of the Company. The Senior
Securities will rank equally with all other unsecured and unsubordinated
indebtedness of the Company. The Subordinated Securities will be subordinated in
right of payment to the prior payment in full of all existing and future Senior
Indebtedness of the Company as described below under "Subordination".
The Indentures do not limit the aggregate principal amount of Securities
that may be issued thereunder or of any particular series of such Securities.
5
<PAGE>
Under the Indentures, the Company will have the ability, in addition to the
ability to issue Securities with terms the same as or different from those of
Securities previously issued, to "reopen" a previous issue of a series of
Securities and issue additional Securities of such series or establish
additional terms of such series of Securities.
FORM, EXCHANGE, REGISTRATION AND TRANSFER
The Securities of a series may be issued solely as Registered Securities,
solely as Bearer Securities (with coupons attached) or as both Registered
Securities and Bearer Securities. Securities of a series may be issuable in
whole or part in the form of one or more global Securities, as described below
under "Global Securities".
Registered Securities of any series will be exchangeable for other
Registered Securities of the same series of any authorized denominations and of
a like aggregate principal amount and tenor. In addition, if Securities of any
series are issuable as both Registered Securities and Bearer Securities, at the
option of the Holder, subject to the terms of the appropriate Indenture, Bearer
Securities (accompanied by all unmatured coupons, except as provided below, and
all matured coupons in default) of such series will be exchangeable for
Registered Securities of the same series of any authorized denominations and of
a like aggregate principal amount and tenor. Unless otherwise indicated in the
Prospectus Supplement relating thereto, any Bearer Security surrendered in
exchange for a Registered Security between a Regular Record Date or a Special
Record Date and the relevant date for payment of interest will be surrendered
without the coupon relating to such date for payment of interest and interest
will not be payable in respect of the Registered Security issued in exchange for
such Bearer Security, but will be payable only to the Holder of such coupon when
due in accordance with the terms of the appropriate Indenture. Bearer Securities
will not be issued in exchange for Registered Securities.
Securities may be presented for exchange as provided above, and unless
otherwise indicated in an applicable Prospectus Supplement, Registered
Securities may be presented for registration of transfer (duly endorsed, or
accompanied by a duly executed written instrument of transfer), at the office of
Bankers Trust, Four Albany Street, New York, New York 10006, Attention:
Corporate Trust and Agency Group (the "Security Registrar") or at the office of
any transfer agent designated by the Company for such purpose with respect to
any series of Securities and referred to in the Prospectus Supplement relating
thereto, without service charge and upon payment of any taxes and other
governmental charges as described in the appropriate Indenture. Such transfer or
exchange will be effected upon the Security Registrar or such transfer agent, as
the case may be, being satisfied with the documents of title and identity of the
person making the request. If a Prospectus Supplement refers to any transfer
agents (in addition to the Security Registrar) designated by the Company with
respect to any series of Securities, the Company may at any time rescind the
designation of any such transfer agent or approve a change in the location
through which any such transfer agent acts, except that, if Securities of a
series are issuable only as Registered Securities, the Company will be required
to maintain a transfer agent in each Place of Payment for such series and, if
Securities of a series are issuable as Bearer Securities, the Company will be
required to maintain (in addition to the Security Registrar) a transfer agent in
a Place of Payment for such series located outside the United States. The
Company may at any time designate additional transfer agents with respect to any
series of Securities.
In the event of any partial redemption of Securities of any series, the
Company will not be required to (i) register the transfer of or exchange
Securities of that series during a period beginning at the opening of business
15 days before any selection of Securities of that series to be redeemed and
ending at the close of business on (a) if Securities of the series are issuable
only as Registered Securities, the day of mailing of the relevant notice of
redemption and (b) if Securities of the series are issuable only as Bearer
Securities, the day of the first publication of the relevant notice of
redemption or, if Securities of the series are issuable as Bearer Securities and
Registered Securities and there is no publication, the mailing of the relevant
notice of redemption; (ii) register the transfer of or exchange any Registered
Security, or portion
6
<PAGE>
thereof, called for redemption, except the unredeemed portion of any Registered
Security being redeemed in part; or (iii) exchange any Bearer Security called
for redemption, except to exchange such Bearer Security for a Registered
Security of that series and of like tenor and principal amount that is
immediately surrendered for redemption.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the Prospectus Supplement relating thereto,
payment of principal of and premium, if any, and interest, if any, on Registered
Securities will be made at the office of such Paying Agent or Paying Agents as
the Company may designate from time to time, except that at the option of the
Company, payment of any interest may be made (i) by check mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register or (ii) by wire transfer to an account maintained by the Person
entitled thereto as specified in the Security Register. Unless otherwise
indicated in the Prospectus Supplement relating thereto, payment of any
installment of interest on Registered Securities will be made to the Person in
whose name such Registered Security is registered at the close of business on
the Regular Record Date for such interest.
Unless otherwise indicated in the Prospectus Supplement relating thereto,
payment of principal of and premium, if any, and interest, if any, on Bearer
Securities will be payable, subject to any applicable laws and regulations, at
the office of such Paying Agents outside the United States as the Company may
designate from time to time, or by check or by transfer to an account maintained
by the payee outside the United States. Unless otherwise indicated in the
Prospectus Supplement relating thereto, any payment of interest on Bearer
Securities will be made only against surrender of the coupon relating to such
interest installment.
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the principal office of Bankers Trust will be designated as the Company's sole
Paying Agent for payments with respect to Securities which are issuable solely
as Registered Securities and as the Company's Paying Agent in the Borough of
Manhattan, The City of New York for payments with respect to Securities (subject
to any limitations described in any related Prospectus Supplement) which are
issuable as Bearer Securities. Any Paying Agents outside the United States and
any other Paying Agents in the United States initially designated by the Company
for the Securities will be named in an applicable Prospectus Supplement. The
Company may at any time designate additional Paying Agents or rescind the
designation of any Paying Agent or approve a change in the office through which
any Paying Agent acts, except that, if Securities of a series are issuable only
as Registered Securities, the Company will be required to maintain a Paying
Agent in each Place of Payment for such series and, if Securities of a series
are issuable as Bearer Securities, the Company will be required to maintain (i)
a Paying Agent in the Borough of Manhattan, The City of New York, for payments
with respect to any Registered Securities of the series (and for payments with
respect to Bearer Securities of the series in the circumstances described in the
appropriate Indenture, but not otherwise), and (ii) a Paying Agent in a Place of
Payment located outside the United States where Securities of such series and
any related coupons may be presented and surrendered for payment; provided,
however, that if the Securities of such series are listed on The International
Stock Exchange of the United Kingdom and the Republic of Ireland Limited (the
"London Stock Exchange") or the Luxembourg Stock Exchange or any other stock
exchange located outside the United States and such stock exchange shall so
require, the Company will maintain a Paying Agent in London or Luxembourg or any
other required city located outside the United States, as the case may be, for
the Securities of such series.
All moneys paid by the Company to a Paying Agent for the payment of
principal of or premium, if any, or interest, if any, on any Security which
remain unclaimed at the end of one year after such principal, premium, if any,
or interest, if any, shall have become due and payable will be repaid to the
Company for payment thereof.
7
<PAGE>
GLOBAL SECURITIES
The Securities of a series may be issued in whole or in part in global form.
A Security in global form (a "Global Security") will be deposited with, or on
behalf of, a Depositary, which will be identified in the Prospectus Supplement
relating thereto. A Global Security may be issued in either registered or bearer
form and in either temporary or permanent form. A Global Security may not be
transferred except as a whole by the Depositary for such Security to a nominee
of such Depositary or by such Depositary or any such nominee to a successor of
such Depositary or a nominee of such successor. If any Securities of a series
are issuable in global form, the related Prospectus Supplement will describe the
circumstances, if any, under which beneficial owners of interests in any such
Global Security may exchange such interests for definitive Securities of such
series and of like tenor and principal amount in any authorized form and
denomination, the manner of payment of principal of and premium, if any, and
interest, if any, on any such Global Security and the specific terms of the
depositary arrangement with respect to any such Global Security.
CERTAIN DEFINED TERMS
Unless otherwise noted herein all defined terms are applicable to both the
Indentures.
"Consolidated Assets" is defined as the amount of all assets which under
generally accepted accounting principles as in effect on the date of such
balance sheet would appear on a consolidated balance sheet of the Company and
its Subsidiaries (after deducting related depreciation, amortization, unearned
finance charges, allowance for credit losses, and other valuation reserves), but
shall not include goodwill, unamortized debt discount and expenses, corporate
organization expense, patents and trademarks.
"Consolidated Liabilities" is defined as the amount of all liabilities which
under generally accepted accounting principles (as in effect as of the date of
such balance sheet) would appear on the consolidated balance sheet of the
Company and its Subsidiaries including, without limitation, the par value or
involuntary liquidation value, whichever is greater, of minority interests, if
any, in preference stock of all Subsidiaries, but not including any of the
following: redeemable preferred or preference stock, minority interests, if any,
in common stock of Subsidiaries, valuation reserves (including unearned finance
charges and allowances for credit losses deducted from assets), Capital Stock
and surplus and surplus reserves of the Company, deferred taxes, deferred
investment tax credit and any Subordinated Indebtedness of the Company.
"Debt" is defined as, with respect to any Person, all obligations for
borrowed money of such Person which in accordance with generally accepted
accounting principles shall be classified upon a balance sheet of such Person as
liabilities of such Person, including all (a) direct Debt and other similar
monetary obligations of such Person, (b) obligations secured by any lien upon
Property owned by such Person or obligations created or arising under any
conditional sale, capital lease, or other title retention agreement with respect
to Property acquired by such Person; provided, however, that Debt does not
include any indebtedness, including purchase money indebtedness, with respect to
which a creditor has no recourse against the obligor except recourse to specific
Property the acquisition of which was financed by or otherwise secures such
indebtedness, or to the proceeds of any sale or lease of such Property or both,
(c) obligations under agreements to pay installments of purchase price or other
like payments with respect to fixed assets not utilized by such Person or its
subsidiaries in the ordinary course of its business, including obligations
ostensibly to pay rent under which an equity interest is to be acquired in the
rented Property. In addition, Debt includes all Guarantees of such Person to the
extent the amount of such Guarantees is in excess of 50% of the Shareholder's
Equity of such Person.
"Lien" is defined as any interest in Property securing an obligation owed
to, or a claim by, a Person other than the owner of the Property, whether such
interest is based on the common law, statute or contract (but excluding a
landlord's statutory lien for rent not yet due), and including, but not limited
to,
8
<PAGE>
the security interest lien arising from a mortgage, encumbrance, pledge,
conditional sale or trust receipt or a lease, consignment or bailment for
security purposes. The term "Lien" includes reservations, exceptions,
encroachments, easements, rights-of-way, covenants, conditions, restrictions,
leases and other title exceptions and encumbrances affecting Property. Under the
Indentures, the Company or a Subsidiary will be deemed to be the owner of any
Property which it has acquired or holds subject to a conditional sales
agreement, capital lease or other arrangement pursuant to which title to the
Property has been retained by or vested in some other Person for security
purposes.
"Original Issue Discount Security" is defined as any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof, as provided in the
applicable Indenture.
"Property" is defined as any interest in any kind of property or asset,
whether real, personal or mixed, or tangible or intangible.
"Senior Indebtedness" as defined in the Subordinated Indenture shall mean
all of the indebtedness of, or guaranteed by, the Company for borrowed money
(including the principal of, premium, if any, or interest on any such borrowed
money and any commitment fees for unborrowed amounts which, if borrowed, would
constitute Senior Indebtedness), whether currently outstanding or hereafter
incurred, unless, under the instrument evidencing the same or under which the
same is outstanding, it is expressly provided that such indebtedness is
subordinate to other indebtedness and obligations of the Company.
"Shareholder's Equity" of any Person shall mean the shareholder's equity
appearing on the balance sheet of such Person as determined under generally
accepted accounting principles.
"Subordinated Indebtedness" as defined in the Subordinated Indenture shall
mean the Subordinated Securities and all other indebtedness of, or guaranteed
by, the Company whether or not outstanding on the date of the Subordinated
Indenture, which is by the terms thereof made subordinate and junior in right of
payment to all Senior Indebtedness.
CERTAIN COVENANTS
LIMITATION ON DIVIDENDS. The Indentures provide that no dividend shall be
paid or declared or other distribution made on any Capital Stock of the Company
(except in shares of Capital Stock of the Company), and neither the Company nor
any Subsidiary of the Company shall acquire any shares of such stock unless,
after giving effect thereto, Consolidated Assets would be at least equal to 115%
of Consolidated Liabilities. For purposes of this limitation, the definition of
Capital Stock shall not include any preferred stock issued by the Company or its
Subsidiaries. The foregoing restrictions, however, shall not prevent any
acquisition of shares of Capital Stock of the Company solely in exchange for
other shares of Capital Stock of the Company, any acquisition of such shares of
Capital Stock of the Company through the application of the net proceeds of a
substantially concurrent sale for cash (other than to a Subsidiary of the
Company) of other shares of such Capital Stock of the Company, or the payment of
any dividend within 60 days after the date of declaration thereof, if at such
date such declaration complied with the restrictions of such limitation.
LIMITATION UPON LIENS. The Indentures provide that the Company will not,
and will not permit any Subsidiary to, create or permit to continue in existence
any Lien or charge of any kind upon any Property or assets of the Company or of
any Subsidiary unless the Securities then outstanding shall be equally and
ratably secured (subject, in the case of the Subordinated Securities, to
subordination as to rights of payment as provided in the Subordinated
Indenture), with any other obligation or indebtedness so secured, subject to
certain exceptions including (a) leases or subleases of Property in the ordinary
course of business of the Company or any Subsidiary, or if such Property is not
needed in the operation of the business; (b) Liens created within 12 months
after the acquisition or construction of Property to secure or to provide for
the payment of the purchase or construction price of such Property and Liens
existing on any Property
9
<PAGE>
at the time of acquisition or certain pre-existing Liens and conditional sales
agreements and/or title retention agreements with respect to any subsequently
acquired Property, provided that the aggregate principal amount of the
indebtedness secured by all such Liens on any particular Property may not exceed
the cost (including improvements thereon) of such Property to the Company or any
Subsidiary, and that such Lien(s) do not extend to other Property owned prior to
such acquisition or construction or to Property thereafter acquired or
constructed; (c) Liens securing indebtedness incurred to finance or refinance
the acquisition of the Property subject to the Lien and in respect of which the
creditor has no recourse against the Company or any Subsidiary except recourse
to such Property, or to the proceeds of any sale or lease of such Property or
both; (d) Liens on Property of the Company or a Subsidiary in favor of the
United States or any State thereof, or any department, governmental body, agency
or instrumentality or political subdivision of any such jurisdiction, to secure
partial, progress, advance or other payments pursuant to any contract or statute
relating thereto; (e) deposits with or security interest given to a governmental
agency as a condition to the transaction of business or the exercise of a
privilege, or made to enable the Company or such Subsidiary to maintain
self-insurance or participate in any fund, or in connection with workmen's
compensation, unemployment insurance, old age pensions, or other social
security, or to share in any privileges or other benefits available to
corporations participating in any such arrangements, or for any other purpose
required by law or regulation promulgated by said governmental agency as a
condition to the transaction of any business or the exercise of any privilege or
license, or deposit assets of the Company or such Subsidiary with any surety
company or clerk of any court or in escrow, as collateral in connection with, or
in lieu of, any bond on appeal by the Company or such Subsidiary from any
judgment or in connection with any other judicial proceedings by or against the
Company or such Subsidiary; (f)(i) Liens for taxes, assessments or other
governmental charges or levies which are not yet due or are payable without
penalty or are being contested in good faith and against which reserves deemed
adequate by the Company or such Subsidiary have been established, provided that
foreclosure or similar proceedings have not been commenced (unless cured by
payment), (ii) Liens of any judgment and other similar Liens arising in
connection with court proceedings, providing such Lien is discharged or the
execution or other enforcement of such Lien is effectively stayed within six
months of the creation of such Lien, (iii) undetermined Liens or charges
incident to construction, (iv) mechanics' or other like Liens arising in the
ordinary course of business in respect of obligations which are not overdue or
which are being contested by the Company or such Subsidiary in good faith, or
deposits to obtain the release of such Liens, or (v) immaterial encumbrances
consisting of zoning restrictions, licenses, easements and restrictions on the
use of real property and minor defects and irregularities in the title thereto;
(g) banker's liens and rights of off-set in the holders of indebtedness such as
commercial paper or monies of the Company or a Subsidiary deposited with such
Lender in the ordinary course of business; (h) Liens related solely to the
purchase of, or the investment in or with respect to, a specific item or items
of tangible personal property and securing indebtedness evidenced by
participation certificates, trust certificates, indentures or the like, however
denominated, provided that no such Lien shall constitute a general lien or
mortgage on substantially all the tangible assets of the Company; (i)
refundings, replacements or extensions of any permitted Liens not exceeding the
principal amount of indebtedness so refunded or extended at the time of such
refunding or extension and covering the same Property theretofore securing the
same; (j) deposits or pledges as security for the performance of any contract or
undertaking in the ordinary course of business but unrelated to the borrowing of
money or to the securing of indebtedness; (k) Liens existing on April 15, 1987
on its Property (with respect to the Senior Indenture) and Liens existing on
June 15, 1988 on its Property (with respect to the Subordinated Indenture); (l)
Liens on aircraft or equipment held by the Company or a Subsidiary or leased to
third parties, if such obligation is without recourse to the Company or such
Subsidiary; and (m) in addition to Liens permitted under clauses (a) through (l)
above, Liens with respect to an aggregate amount of indebtedness of the Company
(including its Subsidiaries) not in excess of an amount equal to 15% of
Consolidated Assets.
Reference is made to the Prospectus Supplement relating to the Securities
offered thereby for information with respect to any additional covenants that
may be included in the terms of such Securities.
10
<PAGE>
MERGERS AND SALES OF ASSETS BY THE COMPANY
The Company may consolidate or merge with or into any other corporation, and
the Company may convey, transfer or lease all or substantially all of its
Properties or assets to another Person provided that (a) the corporation (if
other than the Company) formed by or resulting from any such consolidation or
merger or which shall have received the transfer of such assets shall be a
corporation organized and existing under the laws of the United States of
America, any State thereof or the District of Columbia and shall expressly
assume payment of the principal of and premium, if any and interest, if any,
(including all Additional Amounts) on the Securities and the performance and
observance of the respective Indenture, and (b) the Company or such successor
corporation shall not immediately thereafter be in default under the respective
Indenture and certain other conditions are met.
EVENTS OF DEFAULT, NOTICE AND WAIVER
If an Event of Default with respect to the Securities of any series then
outstanding shall have occurred and be continuing, the Trustee or the Holders of
at least 25% in principal amount of the Securities of such series then
outstanding may declare the principal (or, if the Securities of that series are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of that series) and accrued interest of all the
Securities of such series to be due and payable immediately; provided, that, in
certain cases, if all Events of Default with respect to such series shall have
been remedied, the Holders of a majority in aggregate principal amount of the
Securities of such series then outstanding may rescind and annul such
declaration and its consequences. Reference is made to the Pricing Supplement
relating to any series of Securities which is issued at a substantial discount
from the principal amount thereof for the particular provisions relating to
acceleration of the maturity of a portion of the principal amount of such
Securities upon the occurrence of an Event of Default and the continuation
thereof.
An Event of Default with respect to the Securities of any series then
outstanding is defined in the Indenture as being: default for a period of 30
days or more in the payment of any interest on the Securities of such series
whether or not, in the case of the Subordinated Securities, such payment is
prohibited by the subordination provisions referred to below under
"Subordination"; default in payment of any principal of (or premium, if any, on)
the Securities of such series whether or not, in the case of the Subordinated
Securities, such payment is prohibited by the subordination provisions referred
to below under "Subordination"; default in the deposit of any sinking fund
payment, when and as due by the terms of a Security of that series whether or
not, in the case of the Subordinated Securities, such payment is prohibited by
the subordination provisions referred to below under "Subordination"; default
for a period of 60 days after notice by the Holders of at least 25% in principal
amount of the Outstanding Securities of that series or by the Trustee in the
performance of any other covenant or warranty of the Company in the respective
Indenture with respect to a series of the Securities; an event of default, as
defined in any mortgage, indenture or instrument evidencing any indebtedness of
the Company for money borrowed (including other series of the Securities) in
excess of $10,000,000 aggregate principal amount then outstanding (except that
such dollar amount shall not apply with respect to a default with respect to
Securities of any series outstanding), as a result of which such indebtedness of
the Company shall have been accelerated and such acceleration shall not have
been annulled or rescinded within a period of 20 days after written notice
thereof; or certain events of bankruptcy, insolvency or reorganization.
The Trustee is required, within 90 days after the occurrence of any default
which is known to the Trustee and is continuing, to give to the Holders of the
applicable series of Securities with respect to which such default has occurred
notice of such default; provided that, except in the case of default in the
payment of principal, premium, if any (including any sinking fund payment) or
interest, if any, on a series of Securities with respect to which such default
has occurred, the Trustee shall be protected in withholding such notice if it
determines in good faith that the withholding of such notice is in the interest
of the Holders of the Securities of such series.
11
<PAGE>
The Trustee, subject to its duties during default to act with the required
standard of care, may require indemnification by the Holders of a series of
Securities with respect to which a default has occurred before proceeding to
exercise any right or power under the applicable Indenture at the request of the
Holders of Securities of such series. The Holders of a majority in principal
amount of the Outstanding Securities of this series may 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.
In certain cases, the Holders of a majority in principal amount of an
outstanding series of Securities may, on behalf of the Holders of all Securities
of such series, and any coupons appertaining thereto, waive any past default
with respect to such series except a default in the payment of the principal,
premium, if any, or interest (except to the extent that such interest has been
paid), if any, on such series of Securities with respect to which such default
has occurred.
The Company is required to file annually with the Trustee a certificate as
to the absence of defaults under each Indenture.
DISCHARGE AND DEFEASANCE
Under each of the Indentures, the Company may discharge certain obligations
to holders of any series of Securities that have not already been delivered to
the Trustee for cancellation and that either have become due and payable or will
become due and payable within one year (or scheduled for redemption within one
year) by depositing with the applicable Trustee, in trust, funds in an amount
sufficient to pay the entire indebtedness on such Securities in respect of
principal and premium, if any, and interest, if any, to the date of such deposit
(if such Securities have become due and payable) or to the Maturity thereof, as
the case may be.
Each Indenture further provides that, if the provisions of Section 403
thereof are made applicable to the Securities of any series pursuant to Section
301 thereof, the Company may elect to defease and be discharged from any and all
obligations with respect to such Securities (except for, among other things, the
obligation to pay Additional Amounts, if any, upon the occurrence of certain
events of taxation, assessment or governmental charge with respect to payments
on such Securities and the obligations to register the transfer or exchange of
such Securities, to replace temporary or mutilated, destroyed, lost or stolen
Securities, to maintain an office or agency in respect of such Securities and to
hold moneys for payment in trust) ("defeasance") upon the irrevocable deposit by
the Company with the Trustee, in trust, of an amount of money or Government
Obligations (as defined below), or both, applicable to such Securities which
through the scheduled payment of principal and interest in accordance with their
terms will provide money in an amount sufficient to pay the principal of (and
premium, if any) and interest, if any, on such Securities, and any mandatory
sinking fund or analogous payments thereon, on the scheduled due dates therefor.
Such a trust may only be established if, among other things, (i) the
defeasance does not result in a breach or violation of, or constitute a default
under, the applicable Indenture or any other agreement or instrument to which
the Company is a party or by which it is bound, (ii) no default or Event of
Default with respect to the Securities to be defeased shall have occurred and be
continuing on the date of the establishment of such a trust and (iii) the
Company has delivered to the Trustee an Opinion of Counsel (as specified in the
applicable Indenture) to the effect that the holders of such Securities will not
recognize income, gain or loss for U.S. federal income tax purposes as a result
of such defeasance and will be subject to U.S. federal income tax on the same
amounts, in the same manner at the same times as would have been the case if
such defeasance had not occurred, and such Opinion of Counsel must refer to and
be based upon a letter ruling of the Internal Revenue Service received by the
Company, a Revenue Ruling published by the Internal Revenue Service or a change
in applicable U.S. federal income tax law occurring after the date of the
applicable Indenture. "U.S. Government Obligations" means generally direct
noncallable obligations of the United States of America for the payment of which
its full faith and credit is pledged or obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United
12
<PAGE>
States of America, the timely payment of which is unconditionally guaranteed as
a full faith and credit obligation by the United States of America.
The applicable Prospectus Supplement may further describe the provisions, if
any, permitting defeasance, including any modifications to the provisions
described above, with respect to the Securities of a particular series.
NOTICES
Except as otherwise provided in the Indentures, notices to Holders of Bearer
Securities will be given by publication at least twice in a daily newspaper in
The City of New York and in such other city or cities as may be specified in
such Securities. Notices to Holders of Registered Securities will be given by
mail to the addresses of such Holders as they appear in the Security Registers.
MODIFICATION OF THE INDENTURES
Modification and amendment of the Indentures may be made by the Company and
the Trustee with the consent of the Holders of not less than 66 2/3% in
aggregate principal amount of the Outstanding Securities of an affected series,
provided that no such modification or amendment may, without the consent of the
Holder of each Outstanding Security affected thereby, (a) change the Stated
Maturity of, or any installment of principal or interest (or any Additional
Amount) on, any Outstanding Security, or reduce the principal amount or rate of
interest thereon, or change the Redemption Price; (b) change the place or
currency of payment of principal of or premium, if any, or interest on any
Security; (c) impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof; (d) reduce the above-stated
percentage of Outstanding Securities necessary to modify or amend the respective
Indentures; (e) modify the foregoing requirements or reduce the percentage of
Outstanding Securities necessary to waive any past default or compliance with
certain restrictive provisions to less than a majority; (f) with respect to the
Senior Securities, reduce the amount of principal of an Original Issue Discount
Security payable upon acceleration of the Maturity thereof; or (g) with respect
to the Subordinated Securities, reduce the amount of principal of or the rate of
interest on a Security payable upon acceleration of the Maturity thereof. The
Holders of at least a majority in aggregate principal amount of the Outstanding
Securities may waive past defaults and compliance by the Company with certain
restrictive provisions.
Modification and amendment of the Indentures may be made by the Company and
the Trustee without the consent of any Holder, for any of these purposes: (a) to
evidence the succession of another corporation to the Company; (b) to add to the
covenants of the Company for the benefit of the Holders of all or any series of
Securities; (c) to add additional Events of Default; (d) to change any provision
of the Indentures or either of them to facilitate the issuance of Bearer
Securities; (e) to change or eliminate any provision of any Indenture, provided
no Security Outstanding of any series is entitled to the benefit of such
provision; (f) to secure the Securities; (g) to establish the form or terms of
Securities; (h) to provide for the acceptance of appointment by a successor
Trustee; or (i) to cure any ambiguity, defect or inconsistency in either
Indenture or both of them provided such action does not adversely affect the
interests of Holders of Securities.
SUBORDINATION
The indebtedness evidenced by the Subordinated Securities and the payment of
the principal of and premium, if any, and interest, if any, on each and all of
the Subordinated Securities are subordinated in right of payment to the prior
payment in full of Senior Indebtedness and, unless specifically designated as
ranking junior to other subordinated debt securities of the Company, are PARI
PASSU with all other subordinated debt securities of the Company which have not
been specifically designated as ranking junior
13
<PAGE>
to other subordinated debt securities of the Company. The Company has not issued
any subordinated debt ranking junior to the Subordinated Securities but the
Company may issue such junior subordinated debt.
If the Company defaults in the payment of any Senior Indebtedness, unless
and until such default shall have been cured or waived, no direct or indirect
payment shall be made on account of the principal of and premium, if any, or
interest, if any, or any Additional Amounts on the Subordinated Securities, or
in respect of any sinking fund for, or redemption, retirement or purchase or
other acquisition of any of the Subordinated Securities.
If any other event of default occurs with respect to any Senior
Indebtedness, permitting the holders thereof to accelerate the maturity thereof,
then, unless and until such event of default shall have been cured or waived, no
direct or indirect payment shall be made on account of the principal of, or
premium, if any, or interest, if any (including Additional Amounts) on any
Subordinated Securities or in respect of any sinking fund for, or redemption,
retirement, purchase or other acquisition of the Subordinated Securities, during
any period of 90 days after written notice of such default shall have been given
to the Company by any holder of Senior Indebtedness or during any period in
which any judicial proceeding is pending in respect of such default and a notice
of acceleration of the maturity of such Senior Indebtedness has been transmitted
to the Company in respect of such default.
In the event of: (i) any insolvency, bankruptcy, receivership, liquidation,
reorganization, readjustment or other similar proceeding relating to the
Company, its creditors or its property; (ii) any proceeding for the liquidation,
dissolution or other winding up of the Company, whether voluntary or
involuntary, whether or not involving bankruptcy proceedings; (iii) any
assignment by the Company for the benefit of creditors; or (iv) any other
marshalling of the assets of the Company, all Senior Indebtedness shall first be
paid in full before any payment or distribution shall be made to any Holder of
Subordinated Securities.
If any such payment or distribution to be paid to the holders of Senior
Indebtedness shall be made to any Holder of Subordinated Securities in
contravention of the foregoing and before all the Senior Indebtedness shall have
been paid in full, such payment or distribution shall be received in trust for
the benefit of, and shall be paid over or delivered and transferred to, the
holders of Senior Indebtedness at the time outstanding in accordance with the
priorities then existing among such holders for applications to the payment of
all Senior Indebtedness remaining unpaid.
Senior Indebtedness shall not be deemed to have been paid in full unless the
holders thereof shall have received cash equal to the amount of Senior
Indebtedness then outstanding. Upon payment in full of all Senior Indebtedness,
the Holders of Subordinated Securities shall be subrogated to all rights of any
holders of Senior Indebtedness to receive any further payments or distributions
applicable to the Senior Indebtedness until all amounts owing on the
Subordinated Securities shall have been paid in full, and such payments or
distributions which otherwise would be paid or distributed to the holders of
Senior Indebtedness, shall, as between the Company and its creditors (other than
the holders of Senior Indebtedness), on the one hand, and the Holders of the
Subordinated Securities, on the other hand, be deemed to be a payment by the
Company on account of Senior Indebtedness and on account of the Subordinated
Securities.
As of June 30, 1997, the Company had issued $2,642.1 million of its Senior
Securities pursuant to the Senior Indenture and $157.9 million of its
Subordinated Securities pursuant to the Subordinated Indenture. As of June 30,
1997, there was $1,667.8 million of Senior Indebtedness of the Company
outstanding and $79.8 million of Subordinated Indebtedness of the Company
outstanding. Pursuant to certain indebtedness of the Company not covered by the
Indentures, the Company's most restrictive covenants regarding the incurrence of
additional senior debt allow the Company to incur additional senior debt to the
extent of 500% of the sum of net worth plus subordinated debt, less certain
adjustments. The maximum amount of additional senior debt which could have been
incurred as of June 30, 1997 was $535.9 million. In addition, certain of the
Company's other indebtedness not covered by the Indentures contains covenants
14
<PAGE>
restricting the incurrence of additional senior debt. However, such covenants
are not as restrictive as the covenants described in this paragraph.
The holders of the Securities should not rely on the continued existence of
the covenants described above because they will expire (i) as the indebtedness
related thereto matures and is paid, (ii) if the Company prepays such related
indebtedness or (iii) if the Company amends or deletes such restrictions through
the process of negotiation.
THE TRUSTEE UNDER THE INDENTURES
Bankers Trust is the Trustee under the Senior Indenture and the Subordinated
Indenture. Bankers Trust is also the Trustee for certain other series of the
Company's medium-term notes. The Company maintains banking and borrowing
relations with Bankers Trust.
PLAN OF DISTRIBUTION
The Company may sell Securities to one or more underwriters for public
offering and sale by them or may sell Securities to investors directly or
through agents that solicit or receive offers on behalf of the Company or
through dealers or through a combination of any such method of sale. Any such
underwriter, dealer or agent involved in the offer and sale of the Securities
will be named in a supplement to this Prospectus.
The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices (which may be changed from time
to time), at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. The Company may authorize
agents of the Company acting on a best efforts or other basis to solicit and
receive offers by certain institutions to purchase the Securities from the
Company upon the terms and conditions as are set forth in the Prospectus
Supplement. Each Prospectus Supplement will describe the method of distribution
of the Securities offered thereby.
In connection with the sale of the Securities, underwriters may receive
compensation from the Company or from purchasers of Securities for whom they may
act as agents, in the form of discounts, concessions or commissions. The
underwriters, dealers and agents which participate in the distribution of
Securities (including agents only soliciting or receiving offers to purchase
Securities on behalf of the Company) may be deemed to be underwriters under the
Securities Act, and any discounts or commissions received by them and any profit
on the resale of Securities by them may be deemed to be underwriting discounts
and commissions under the Securities Act. Any such dealer will be identified and
any such compensation will be set forth in the Prospectus Supplement.
Under agreements which may be entered into by the Company, underwriters,
dealers and agents which participate in the distribution of Securities may be
entitled to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act.
Each underwriter, dealer and agent participating in the distribution of any
Securities which are issuable as Bearer Securities will agree that it will not
offer, sell or deliver, directly or indirectly, Bearer Securities in the United
States or to United States persons (other than qualifying financial
institutions), in connection with the original issuance of the Securities.
Each underwriter, dealer and agent participating in the distribution of any
Securities involving the United Kingdom will represent and agree that:
(a) in relation to Securities which have a maturity of one year or more and
which are to be listed on the London Stock Exchange, it has not offered
or sold and will not offer or sell any Securities to persons in the
United Kingdom prior to admission of such Securities to listing in
accordance with Part IV of the Financial Services Act 1986 (the "FSA")
except to persons whose ordinary
15
<PAGE>
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses
or otherwise in circumstances which have not resulted and will not result
in an offer to the public in the United Kingdom within the meaning of the
Public Offers of Securities Regulations 1995 or the FSA;
(b) in relation to Securities which have a maturity of one year or more and
which are not to be listed on the London Stock Exchange, it has not
offered or sold and, prior to the expiry of the period of six months from
the Issue Date of such Securities will not offer or sell any such
Securities to persons in the United Kingdom except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of
their businesses or otherwise in circumstances which have not resulted
and will not result in an offer to the public in the United Kingdom
within the meaning of the Public Offers of Securities Regulations 1995;
(c) it has only issued or passed on and will only issue or pass on in the
United Kingdom any document received by it in connection with the issue
of the Securities, other than in relation to Securities to be listed on
the London Stock Exchange, any document which consists of or any part of
listing particulars, supplementary listing particulars or any other
document required or permitted to be published by the listing rules under
Part IV of the FSA, to a person who is of a kind described in Article
11(3) of the Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1996, as amended, or is a person to whom the document
may otherwise be lawfully issued or passed on; and
(d) it has complied and will comply with all applicable provisions of the
FSA with respect to anything done by it in relation to the Securities in,
from or otherwise involving the United Kingdom.
Certain of the underwriters, dealers or agents participating in the
distribution of the Securities or affiliates thereof may be customers of, engage
in transactions with and perform services for the Company in the ordinary course
of business. In connection with any particular distribution of Securities, the
Company may enter into swaps or other hedging transactions with, or arranged by,
an underwriter, dealer or agent participating in such distribution or an
affiliate thereof. Such underwriter, dealer, agent or affiliate may receive
compensation, trading gain or other benefits from such transactions.
LEGAL MATTERS
The validity of the Securities will be passed upon for the Company by
Michael C. Draffin, Vice President -- Taxes & Associate General Counsel and
Secretary of the Company or by H. David Heumann, Assistant General Counsel of
the Company or by Melinda A. Johnson, Counsel of the Company, and for the
underwriters or agents by Brown & Wood LLP, New York, New York. Mr. Draffin, Mr.
Heumann or Ms. Johnson may rely, as to all matters governed by New York law, on
the opinion of Brown & Wood LLP.
EXPERTS
The consolidated financial statements and schedules of Boeing Capital
Corporation (formerly McDonnell Douglas Finance Corporation) and subsidiaries
appearing in its Annual Report on Form 10-K for the year ended December 31, 1996
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference. The
information under the caption "Selected Consolidated Financial Data" for each of
the five years in the period ended December 31, 1996, included elsewhere herein
has been derived from consolidated financial statements audited by Ernst & Young
LLP as set forth in their report, included in the Annual Report on Form 10-K for
the year ended December 31, 1996, and incorporated herein by reference. Such
consolidated financial statements and selected consolidated financial data have
been incorporated herein by reference and included herein, respectively, in
reliance upon such report, given upon the authority of such firm as experts in
accounting and auditing.
16
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses in connection with the issuance
and distribution of the securities being registered. All the amounts shown are
estimates, except the registration fee.
Registration fee...................................................... $303,030
Fees and expenses of accountants...................................... 32,000
Fees and expenses of counsel..........................................
Blue Sky fees and expenses............................................
Fees and expenses of Trustee.......................................... 36,000
Printing expenses..................................................... 15,000
Rating agency fees....................................................
Miscellaneous.........................................................
--------
Total............................................................. $
--------
--------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits indemnification
of officers and directors of domestic or foreign corporations under certain
circumstances and subject to certain limitations. Article XXIII of the Company's
By-Laws and resolutions adopted by the Company's Board of Directors contain
provisions for indemnification of its directors and officers consistent with the
provisions of said Section 145.
The Boeing By-Laws provide, in substance, that each person made a party or
threatened to be made a party to any type of proceeding, by reason of the fact
that he or she is or was a director or officer of Boeing or that, being or
having been such a director or officer or an employee of Boeing, he or she is or
was serving at the request of an executive officer of Boeing as a director,
officer, employee or agent of another corporation, will be indemnified and held
harmless by Boeing to the full extent permitted by the Delaware General
Corporation Law, against all expense, liability and loss actually and reasonably
incurred by such person in connection therewith. In certain cases, the
indemnified party will be entitled to the advancement of certain expenses
relating to indemnification.
Officers and directors of the Company are covered by insurance that (with
certain exceptions and within certain limitations) indemnifies them against
losses and liabilities arising from any alleged "wrongful act" including any
alleged error or misstatement, misleading statement, wrongful act or omission,
neglect or breach of duty in their capacities as such.
ITEM 16. LIST OF EXHIBITS.
1 -- Form of Distribution Agreement.(2)
4(a) -- Indenture, dated as of April 15, 1987, between McDonnell Douglas
Finance Corporation (now the Company) and Bankers Trust Company
providing for the issuance of Debt Securities.(1)
4(b) -- Supplemental Indenture, dated as of June 12, 1995, between McDonnell
Douglas Finance Corporation (now the Company) and Bankers Trust
Company.(3)
4(c) -- Indenture, dated June 15, 1988, between McDonnell Douglas Finance
Corporation (now the Company) and Bankers Trust Company of
California, N.A. providing for the issuance of Subordinated Debt
Securities.(1)
II-1
<PAGE>
<TABLE>
<S> <C>
4(d) -- Supplemental Indenture, dated as of June 12, 1995, between McDonnell
Douglas Finance Corporation (now the Company) and Bankers Trust
Company.(3)
4(e) -- Form of Senior Fixed Rate Medium-Term Note.(2)
4(f) -- Form of Subordinated Fixed Rate Medium-Term Note.(2)
4(g) -- Form of Senior Floating Rate Medium-Term Note.(2)
4(h) -- Form of Subordinated Floating Rate Medium-Term Note.(2)
5 -- Opinion of H. David Heumann, Esq., Assistant General Counsel of the
Company.(2)
12 -- Computation of Ratio of Earnings to Fixed Charges, for the year
ended December 31, 1996.(2)
23(a) -- Consent of H. David Heumann, Esq., Assistant General Counsel of the
Company (included in Exhibit 5).
23(b) -- Consent of Ernst & Young LLP.
24 -- Power of Attorney (included on page II-4).
25(a) -- Statement of Eligibility under the Trust Indenture Act of 1939 on
Form T-1 of Bankers Trust Company with respect to Senior Debt
Securities.(2)
25(b) -- Statement of Eligibility under the Trust Indenture Act of 1939 on
Form T-1 of Bankers Trust Company with respect to Senior
Subordinated Debt Securities.(2)
</TABLE>
- ------------------------
(1) Previously filed with the Commission as an exhibit to the Company's Form S-3
Registration Statement (File No. 33-26674) and incorporated by reference
herein.
(2) To be filed by amendment.
(3) Previously filed with the Commission as an exhibit to the Company's Form S-3
Registration Statement (File No. 33-58989) and incorporated by reference
herein.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the Registration Statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities
II-2
<PAGE>
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.
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
Exchange Act 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.
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 provisions referred to in Item 15 of this
Registration Statement, or otherwise, the registrant has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, based on Registrant's reasonable belief
that the security rating requirement will be met by the time of effectiveness,
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Long Beach, and State
of California, on the 10th day of October, 1997.
<TABLE>
<S> <C> <C>
BOEING CAPITAL CORPORATION
By: /s/ THOMAS J. MOTHERWAY
-----------------------------------------
Thomas J. Motherway
(PRESIDENT)
</TABLE>
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas J. Motherway and Steven W. Vogeding, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Principal Executive Officer:
/s/ THOMAS J. MOTHERWAY
- ------------------------------ President and Director October 10, 1997
(Thomas J. Motherway)
Principal Financial Officer:
/s/ STEVEN W. VOGEDING
- ------------------------------ Senior Vice President & October 10, 1997
(Steven W. Vogeding) Chief Financial Officer
Principal Accounting Officer:
/s/ MAURA R. MIZUGUCHI
- ------------------------------ Controller October 10, 1997
(Maura R. Mizuguchi)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Other Directors:
/s/ BOYD E. GIVAN
- ------------------------------ Director October 10, 1997
(Boyd E. Givan)
/s/ THEODORE J. COLLINS
- ------------------------------ Director October 10, 1997
(Theodore J. Collins)
/s/ DAVID A. JAEGER
- ------------------------------ Director October 10, 1997
(David A. Jaeger)
/s/ DANIEL O. ANDERSON
- ------------------------------ Director October 10, 1997
(Daniel O. Anderson)
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- --------- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1 -- Form of Distribution Agreement.(2)
4(a) -- Indenture, dated as of April 15, 1987, between McDonnell Douglas Finance Corporation (now the
Company) and Bankers Trust Company providing for the issuance of Debt Securities.(1)
4(b) -- Supplemental Indenture, dated as of June 12, 1995, between McDonnell Douglas Finance Corporation
(now the Company) and Bankers Trust Company.(3)
4(c) -- Indenture, dated June 15, 1988, between McDonnell Douglas Finance Corporation (now the Company) and
Bankers Trust Company of California, N.A. providing for the issuance of Subordinated Debt
Securities.(1)
4(d) -- Supplemental Indenture, dated as of June 12, 1995, between McDonnell Douglas Finance Corporation
(now the Company) and Bankers Trust Company.(3)
4(e) -- Form of Senior Fixed Rate Medium-Term Note.(2)
4(f) -- Form of Subordinated Fixed Rate Medium-Term Note.(2)
4(g) -- Form of Senior Floating Rate Medium-Term Note.(2)
4(h) -- Form of Subordinated Floating Rate Medium-Term Note.(2)
5 -- Opinion of H. David Heumann, Esq., Assistant General Counsel of the Company.(2)
12 -- Computation of Ratio of Earnings to Fixed Charges, for the year ended December 31, 1996.(2)
23(a) -- Consent of H. David Heumann, Esq., Assistant General Counsel of the Company (included in Exhibit 5).
23(b) -- Consent of Ernst & Young LLP.
24 -- Power of Attorney (included on page II-4).
25(a) -- Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 of Bankers Trust Company
with respect to Senior Debt Securities.(2)
25(b) -- Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 of Bankers Trust Company
with respect to Senior Subordinated Debt Securities.(2)
</TABLE>
- ------------------------
(1) Previously filed with the Commission as an exhibit to the Company's Form S-3
Registration Statement (File No. 33-26674) and incorporated by reference
herein.
(2) To be filed by amendment.
(3) Previously filed with the Commission as an exhibit to the Company's Form S-3
Registration Statement (File No. 33-58989) and incorporated by reference
herein.
<PAGE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3, No. 333-00000) and related Prospectus of
Boeing Capital Corporation (formerly McDonnell Douglas Finance Corporation) for
the registration of $1,000,000,000 of debt securities.
We also consent to the incorporation by reference therein of our report
dated January 22, 1997, with respect to the consolidated financial statements,
financial statement schedule and selected consolidated financial data of Boeing
Capital Corporation (formerly McDonnell Douglas Finance Corporation) included in
the Annual Report (Form 10-K) for the year ended December 31, 1996, filed with
the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Long Beach, California
October 10, 1997
