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ORIGINAL ELECTRONICALLY TRANSMITTED TO THE SECURITIES AND EXCHANGE COMMISSION
ON JANUARY 5, 1995
REGISTRATION NO. 33-55471
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE PROCTER & GAMBLE COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO 31-0411980
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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ONE PROCTER & GAMBLE PLAZA
CINCINNATI, OHIO 45202
(513) 983-1100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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TERRY L. OVERBEY
SECRETARY
THE PROCTER & GAMBLE COMPANY
ONE PROCTER & GAMBLE PLAZA
CINCINNATI, OHIO 45202
(513) 983-4463
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
CHRIS B. WALTHER, ESQ. VALERIE FORD JACOB, ESQ.
THE PROCTER & GAMBLE COMPANY FRIED, FRANK, HARRIS, SHRIVER &
ONE PROCTER & GAMBLE PLAZA JACOBSON
CINCINNATI, OHIO 45202 ONE NEW YORK PLAZA
(513) 983-2513 NEW YORK, NEW YORK 10004
(212) 820-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement, as determined in
light of market conditions.
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If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
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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]
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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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Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement contains a combined prospectus that also relates to Registration
Statement No. 33-48835 on Form S-3 previously filed by the Registrant and
declared effective on July 20, 1992 as amended by Post-Effective Amendment No.
1 previously filed by the Registrant and declared effective on September 29,
1992.
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SUBJECT TO COMPLETION DATED JANUARY 5, 1995
THE PROCTER & GAMBLE COMPANY
DEBT SECURITIES AND WARRANTS
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The Company may from time to time offer Debt Securities consisting of
debentures, notes and/or other unsecured evidences of indebtedness in one or
more series and Warrants to purchase Debt Securities or to buy and sell
government debt securities, foreign currencies, currency units or units of a
currency index or currency basket, units of a stock index or stock basket or a
commodity or a commodity index from which the Company will receive proceeds of
up to an aggregate of $525,000,000 (or the equivalent in foreign currency or
currency units). The Debt Securities and Warrants may be offered independently
or together for sale directly to purchasers or through dealers, underwriters or
agents to be designated. The Debt Securities and Warrants will be offered to
the public on terms determined by market conditions. The Debt Securities and
Warrants may be sold for U.S. dollars, foreign currency or currency units and
the principal and any premium and interest on the Debt Securities may likewise
be payable in U.S. dollars or, at the option of the Company if so specified in
the applicable Prospectus Supplement, in any other foreign currency or currency
units, including composite currencies such as the European Currency Unit.
The specific designation, aggregate principal amount, purchase price,
maturity, rate (or manner of calculation thereof) and time of payment of
interest, if any, any listing on a securities exchange and other specific terms
not set forth herein of the Debt Securities in respect of which this Prospectus
is being delivered, the duration, purchase price, exercise price, detachability
and any other specific terms not set forth herein of any Warrants in respect of
which this Prospectus is being delivered, and the names of any underwriters,
dealers or agents, and the other terms and manner of the sale and distribution
of such Debt Securities and Warrants, are set forth in the accompanying
Prospectus Supplement ("Prospectus Supplement"). See "Description of Debt
Securities", "Description of Warrants" and "Plan of Distribution".
As used from time to time herein, the term "Securities" means the Debt
Securities and the Warrants.
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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.
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The date of this Prospectus is , 1995.
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 STATE.
<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, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices
at Seven World Trade Center, 13th Floor, New York, New York 10048; and Suite
1400, Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois
60661. Copies of such materials can be obtained by mail from the Public
Reference Branch of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. In addition, reports, proxy statements and other
information concerning the Company may also be inspected at the offices of the
New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, and
the offices of the Cincinnati Stock Exchange, 36 East 4th Street, Suite 906,
Cincinnati, Ohio 45202.
The Company has filed with the Commission a registration statement on Form S-
3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended. This
Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information, reference
is hereby made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 1-434) pursuant
to the Exchange Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1994 (which incorporates by reference portions of the Company's
definitive Proxy Statement dated September 2, 1994 for the Company's Annual
Meeting of Stockholders held on October 11, 1994 and portions of its 1994
Annual Report to Stockholders for the year ended June 30, 1994).
2. All other documents filed by the Company pursuant to Section 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.
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 the Registration Statement or this Prospectus to
the extent that a statement contained herein, in a Prospectus Supplement or
in any other document subsequently filed with the Commission which also is
or is 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 the
Registration Statement or this Prospectus.
The Company will provide without charge to each person to whom a copy of this
Prospectus is delivered, upon the request of such person, a copy of any or all
of the documents which are incorporated by reference herein, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into such documents). Requests should be directed to Linda D.
Rohrer, Assistant Secretary, The Procter & Gamble Company, at One Procter &
Gamble Plaza, Cincinnati, Ohio 45202, telephone: (513) 983-8697.
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THE COMPANY
The Procter & Gamble Company (the "Company") is primarily a manufacturer and
distributor of household products. Its products are sold throughout the United
States and abroad. The Company is a corporation that was incorporated under the
laws of Ohio in 1905 and was the outgrowth of a business founded in 1837 by
William Procter and James Gamble. Unless the context otherwise requires, all
references to the Company are to The Procter & Gamble Company and its
consolidated subsidiaries.
The Company's operations fall within four business segments: Laundry and
Cleaning Products, Personal Care Products, Food and Beverage Products and Pulp
and Chemicals. Laundry and Cleaning Products include detergents, hard surface
cleaners and fabric conditioners. Personal Care Products include personal
cleansing products, deodorants, hair care products, skin care products,
cosmetics, oral care products, paper tissue products, disposable diapers,
digestive health products, respiratory care products and other pharmaceuticals.
Sales of disposable diapers represented approximately 15%, 15% and 16% of the
Company's consolidated sales in each of the fiscal years ended June 30, 1994,
1993 and 1992, respectively. Food and Beverage Products include shortening and
oil, snacks, prepared baking mixes, peanut butter, coffee and juice products.
Products of the Laundry and Cleaning, Personal Care and Food and Beverage
Products segments are distributed primarily through grocery stores and other
retail outlets. Pulp and Chemicals are sold direct to customers and through
jobbers. Net sales of Pulp and Chemicals include intersegment sales amounting,
in millions, to $146 in 1994, $309 in 1993 and $449 in 1992.
Among the well-known names under which the Company's products are sold are:
Ace, Always, Ariel, Attends, Bold, Bounce, Bounty, Camay, Cascade, Charmin,
Cheer, Cover Girl, Crest, Crisco, Dash, Dawn, Downy, Duncan Hines, Era, Fairy,
Flash, Folgers, Gain, Hawaiian Punch, Head & Shoulders, Ivory, Jif, Lenor,
Luvs, Max Factor, Mr. Proper, Olay, Old Spice, Pampers, Pantene, Pert,
Pringles, Punica, Rejoice, Safeguard, Scope, Secret, Sunny Delight, Tide,
Vicks, Vidal Sassoon, Whisper and Zest.
International operations, which represented approximately 53% of the
Company's net sales for the fiscal year ended June 30, 1994, are conducted
through self-contained subsidiaries and consist to a very large degree of
manufacturing and marketing household products in Europe and Canada and parts
of Latin America, Asia and Africa. No individual country other than the United
States accounts for 10% of consolidated sales or assets.
At June 30, 1994, the Company owned and operated manufacturing facilities at
45 locations in 22 states in the United States. In addition, it owned and
operated 89 manufacturing facilities in 39 other countries.
The Company's principal executive offices are located at One Procter & Gamble
Plaza, Cincinnati, Ohio 45202, and its telephone number is (513) 983-1100.
USE OF PROCEEDS
Unless otherwise indicated in the accompanying Prospectus Supplement, the net
proceeds from the issuance of the Debt Securities and Warrants offered hereby
will be used for general corporate purposes.
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SUMMARY FINANCIAL INFORMATION
The following summary financial information for the years ended June 30, 1993
and 1994 has been derived from the Company's consolidated financial statements
contained in its Annual Report on Form 10-K for the fiscal year ended June 30,
1994. See "Incorporation of Certain Documents by Reference". The summary
financial information for the years ended June 30, 1990, 1991 and 1992 has been
derived from the Company's consolidated financial statements contained in its
Annual Reports to Shareholders for the years 1991 and 1992. Per share amounts
and number of shares have been adjusted for the two-for-one stock split of the
Company's common stock, effective May 15, 1992.
<TABLE>
<CAPTION>
YEARS ENDED JUNE 30,
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1990 1991 1992 1993 1994
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(IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
OPERATING RESULTS:
Net sales................. $24,081 $27,026 $29,362 $30,433 $30,296
Cost of products sold..... 14,658 16,081 17,324 17,683 17,355
Earnings before income
taxes and prior years'
effect of accounting
changes.................. 2,421 2,687 2,885 349(1) 3,346
Income taxes.............. 819 914 1,013 80 1,135
Net earnings before prior
years' effect of
accounting changes....... 1,602 1,773 1,872 269(1) 2,211
Prior years' effect of
accounting changes....... -- -- -- (925) --
Net earnings/(loss)....... 1,602 1,773 1,872 (656)(1) 2,211
Net earnings per common
share before prior years'
effect of accounting
changes.................. $ 2.25 $ 2.46 $ 2.62 $ .25(1) $ 3.09
Net earnings/(loss) per
common share............. $ 2.25 $ 2.46 $ 2.62 $ (1.11)(1) $ 3.09
Net earnings/(loss) per
common share assuming
full dilution............ $ 2.13 $ 2.31 $ 2.45 $ (.96)(1) $ 2.91
Average shares outstanding
(in millions)............ 692.1 689.5 677.4 680.4 683.1
Ratio of earnings to fixed
charges(2)............... 6.0 6.8 5.7 1.4 6.6
FINANCIAL POSITION
(AT PERIOD END):
Working capital........... $ 2,227 $ 1,702 $ 1,724 $ 1,688 $ 1,948
Total assets.............. 18,487 20,468 24,025 24,935 25,535
Long-term debt............ 3,588 4,111 5,223 5,174 4,980
Shareholders' equity...... 7,518 7,736 9,071 7,441 8,832
</TABLE>
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(1)Includes charges of $2,402 million for manufacturing consolidations and
organizational restructuring and $303 million related to the divestiture of
the 100% juice business. The after-tax effect of these provisions is $1,746
million, or $2.57 per share.
(2)Earnings used to compute this ratio are earnings before income taxes and
before fixed charges (excluding interest capitalized during the period) and
after deducting undistributed earnings of 20% to 50% owned affiliates. Fixed
charges consist of interest, whether expensed or capitalized, amortization
of debt discount and expense, and one-third of all rent expense (considered
representative of the interest factor).
YEAR ENDED JUNE 30, 1994 COMPARED TO THE YEAR ENDED JUNE 30, 1993
Worldwide net earnings were $2,211 million including a $102 million after-tax
charge for writing off the option portion of two interest rate swap contracts.
In the previous year, an after-tax loss of $656 million was recorded due to two
unusual items: restructuring reserves totaling $1,746 million after-tax,
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and the prior years' effects of two accounting changes amounting to $925
million. Excluding these unusual items in both years, net earnings would have
been $2,313 million in 1994, up 15% over earnings of $2,015 million in the
previous year. Foreign exchange rates reduced net earnings by less than 3%.
Net sales for the year just ended were $30.3 billion, about even with sales
of $30.4 billion in the previous year. Growth in unit volume increased net
sales by 5%. This increase was offset by less favorable foreign exchange rates,
4%, and the divestiture of our pulp and 100% juice businesses and lower selling
prices, 1%.
Excluding acquisitions and divestitures, worldwide unit volumes were up 5%,
4% in the United States and 7% in International. Including acquisitions and
divestitures, worldwide unit volume would be up 5%, with U.S. up 1% and
International up 10%.
Cost of products sold as a percentage of net sales was 57.3%, which compares
with 58.1% for the preceding year. Restructuring savings contributed .2% of
this .8% decline as plant sourcing savings from lower depreciation and
enrollment reductions are just beginning to be realized.
Marketing, administrative and other operating expenses were 30.9% of sales,
down from 31.5% in the previous year which can entirely be ascribed to
restructuring savings, primarily from enrollment reductions.
Operating income, excluding restructuring reserves in the prior year, was up
13%, and pretax operating margins were 11.8% compared to 10.4% a year ago.
Interest expenses decreased $70 million from the previous year due to lower
borrowing rates and lower debt outstanding. Other income/expense, net decreased
$197 million from the prior year reflecting the $157 million loss on two
interest swaps this past year and $41 million one-time profit in the previous
year from the sale of businesses.
The effective tax rate was 33.9% for 1994, which compares with 22.9% for
1993. The 1993 restructuring reserve reduced pre-tax earnings significantly and
accentuated the percent impact of certain cost elements not tax affected at the
34% U.S. statutory rate. Excluding the restructuring reserve, the 1993
effective tax rate would have been 34.0%.
In the following year-to-year comparison of geographic and business segments,
the previous year's earnings have been adjusted upward to exclude the cost
impact of the restructuring reserves and all volume comparisons exclude the
impact of acquisitions and divestitures to more comparably present on-going
results of the year just ended with those of the prior year.
In the United States, after-tax earnings were up 9% versus the previous year.
Net profit margins improved to a record 11.3% with restructuring benefits and
other cost improvements contributing to the increase over the previous year's
10.1% margin. Unit volume increased 4%, while net sales declined 2%, primarily
due to the divestiture of the pulp and 100% juice businesses and, to a lesser
degree, lower pricing.
Total International after-tax earnings were up 15% over the previous year's
results with net profit margins improving by 14%, from 4.2% to 4.8%.
International unit volume increased 7%, and net sales were up just 1% from the
prior year due primarily to the impact of exchange rates.
Net earnings in Europe were up 24% on a unit volume gain of 5% primarily due
to lower product cost. Net sales were down 6% due to exchange rates. Excluding
exchange effects, sales in Europe would have been up 5%. In the balance of
International, net earnings were up 6% on a unit volume increase of 9%. Net
sales were up 11%.
Worldwide laundry and cleaning products pre-tax earnings were up 6% on unit
volume growth of 3%, primarily in the U.S. Unit shipment increases in the
global laundry and fabric conditioner categories accounted for the largest
increases in unit volumes shipped, while hard surface cleaners led
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the U.S. in the percentage increase of units shipped. Net sales were down 3%
due to exchange rate effects and lower pricing.
Personal Care earnings were up 18% on an 8% unit volume increase. The global
hair care business contributed about 50% of this unit volume growth largely due
to the growth of Pantene Pro-V and Vidal Sassoon. The Personal Care net sales
increase of 2% was depressed by the impact of exchange rates and lower pricing.
Food and Beverage earnings were up 45% to a record $371 million, importantly
due to the full year effect of the 100% juice divestiture in fiscal 1993. The
profit margin was 11%, in line with the Company average. Unit volume was up 1%
due largely to the growth of Sunny Delight juice in the U.S. and Pringles
worldwide.
The recent crop freezes in Brazil will reduce the supply of coffee which has
resulted in higher green coffee bean prices. The freeze did not negatively
impact earnings in the year just ended. However, higher selling prices could
contract the size of the coffee market in 1994/95 and beyond. Although this
could negatively impact coffee profits, the effect is not expected to be
material to the Company's earnings.
Pulp and Chemicals earnings and sales declined substantially due to the sale
of all but the timberland portion of our pulp business. This resulted in a
total decline of $38 million in earnings and $422 million in sales. The sale of
the timberlands was concluded in July 1994.
The $163 million decline in pre-tax earnings in the Corporate segment is
primarily due to the previously discussed $157 million pre-tax loss from
closing the option portion of two interest rate swaps.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities
offered by any Prospectus Supplement (the "Offered Debt Securities") and the
extent, if any, to which such general provisions may apply to the Debt
Securities so offered will be described in the Prospectus Supplement relating
to such Offered Debt Securities.
The Offered Debt Securities are to be issued under an Indenture, dated as of
September 28, 1992 (the "Indenture"), between the Company and The First
National Bank of Chicago, as Trustee (the "Trustee"), a copy of which Indenture
is filed as an exhibit to the Registration Statement. The following summaries
of certain provisions of the Indenture do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, all provisions
of the Indenture, including the definitions therein of certain terms. Wherever
particular provisions or defined terms of the Indenture are referred to, such
provisions or defined terms are incorporated herein by reference. Certain
defined terms in the Indenture are capitalized herein.
GENERAL
The Debt Securities will be unsecured obligations of the Company.
The Indenture does not limit the amount of Debt Securities that may be issued
thereunder and provides that Debt Securities may be issued thereunder from time
to time in one or more series.
Reference is made to the Prospectus Supplement relating to the Offered Debt
Securities for the following terms, where applicable, of the Offered Debt
Securities: (1) the title of the Offered Debt Securities; (2) any limit on the
aggregate principal amount of the Offered Debt Securities; (3) the date or
dates on which the Offered Debt Securities will mature; (4) the rate or rates
(which may be fixed or
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variable) at which the Offered Debt Securities will bear interest, if any, and
the date or dates from which such interest will accrue; (5) the dates on which
such interest, if any, will be payable and the Regular Record Dates for such
Interest Payment Dates; (6) any mandatory or optional sinking fund or analogous
provisions; (7) the price at which, the periods within which, and the terms and
conditions upon which the Offered Debt Securities may, pursuant to any optional
or mandatory redemption provisions, be redeemed at the option of the Company;
(8) the terms and conditions upon which the Offered Debt Securities may be
repayable prior to final maturity at the option of the holder thereof (which
option may be conditional); (9) the portion of the principal amount of the
Offered Debt Securities, if other than the principal amount thereof, payable
upon acceleration of maturity thereof; (10) the right of the Company to defease
the Offered Debt Securities or certain restrictive covenants and certain Events
of Default under the Indenture; (11) if other than in United States dollars,
the currency or currencies, including composite currencies, of payment of
principal of and premium, if any, and interest on the Offered Debt Securities
(and federal income tax consequences and other special considerations
applicable to any such Offered Debt Securities denominated in a currency or
currencies other than United States dollars); (12) any index used to determine
the amount of payments of principal of and premium, if any, and interest, if
any, on the Offered Debt Securities; (13) if the Offered Debt Securities will
be issuable only in the form of a Global Security as described under "Book-
Entry Debt Securities", the Depository or its nominee with respect to the
Offered Debt Securities and the circumstances under which the Global Security
may be registered for transfer or exchange in the name of a Person other than
the Depository or its nominee; and (14) any other terms of the Offered Debt
Securities. (Section 301)
Unless otherwise indicated in the Prospectus Supplement relating to Offered
Debt Securities, principal of and premium, if any, and interest, if any, on the
Debt Securities will be payable, and the Debt Securities will be exchangeable
and transfers thereof will be registrable, at the office of the Trustee at 14
Wall Street, 8th Floor, New York, New York 10005, provided that, at the option
of the Company, payment of interest may be made by: (1) wire transfer on the
date of payment in immediately available federal funds or next day funds to an
account specified by written notice to the Trustee from any Holder of Debt
Securities; (2) any similar manner that such Holder may designate in writing to
the Trustee; or (3) by check mailed to the address of the Person entitled
thereto as it appears in the Security Register. (Sections 301, 305 and 1002)
Any payment of principal and premium, if any, and interest, if any, required to
be made on an Interest Payment Date, Redemption Date or at Maturity which is
not a Business Day need not be made on such day, but may be made on the next
succeeding Business Day with the same force and effect as if made on the
Interest Payment Date, Redemption Date or at Maturity, as the case may be, and
no interest shall accrue for the period from and after such Interest Payment
Date, Redemption Date or Maturity. (Section 113)
Unless otherwise indicated in the Prospectus Supplement relating to Offered
Debt Securities, the Debt Securities will be issued only in fully registered
form, without coupons, in denominations of $1,000 or any integral multiple
thereof. (Section 302) No service charge will be made for any 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 payable in connection
therewith. (Section 305)
Debt Securities may be issued under the Indenture as Original Issue Discount
Securities to be offered and sold at a substantial discount from their stated
principal amount. In addition, under Treasury Regulations it is possible that
Debt Securities which are offered and sold at their stated principal amount
would, under certain circumstances, be treated as issued at an original issue
discount for federal income tax purposes, and special rules may apply to Debt
Securities and Warrants which are considered to be issued as "investment
units". Federal income tax consequences and other special considerations
applicable to any such Original Issue Discount Securities (or other Debt
Securities treated as issued at an original issue discount) and to "investment
units" will be described in the Prospectus Supplement relating thereto.
"Original Issue Discount Security" means 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 upon the occurrence of an
Event of Default and the continuation thereof. (Section 101)
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BOOK-ENTRY DEBT SECURITIES
The Debt Securities of a series may be issued in the form of one or more
Global Securities that will be deposited with a Depository or its nominee
identified in the Prospectus Supplement relating to the Offered Debt
Securities. 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. Unless and until it is exchanged in
whole or in part for Debt Securities in definitive registered form, a Global
Security may not be registered for transfer or exchange except as a whole by
the Depository for such Global Security to a nominee of such Depository and
except in the circumstances described in the Prospectus Supplement relating to
the Offered Debt Securities. (Sections 204 and 305)
RESTRICTIVE COVENANTS
RESTRICTIONS ON SECURED DEBT
If the Company or any Domestic Subsidiary shall incur, assume or guarantee
any Debt secured by a Mortgage on any Principal Domestic Manufacturing Property
or on any shares of stock or debt of any Domestic Subsidiary, the Company will
secure, or cause such Domestic Subsidiary to secure, the Debt Securities then
outstanding equally and ratably with (or prior to) such Debt, unless after
giving effect thereto the aggregate amount of all such Debt so secured,
together with all Attributable Debt in respect of sale and leaseback
transactions involving Principal Domestic Manufacturing Properties, would not
exceed 5% of the Consolidated Net Tangible Assets of the Company and its
consolidated subsidiaries. The restriction will not apply to, and there shall
be excluded in computing secured Debt for the purpose of such restriction, Debt
secured by (a) Mortgages on property of, or on any shares of stock or debt of,
any corporation existing at the time such corporation becomes a Domestic
Subsidiary, (b) Mortgages in favor of the Company or a Domestic Subsidiary, (c)
Mortgages in favor of U.S. governmental bodies to secure progress or advance
payments, (d) Mortgages on property, shares of stock or debt existing at the
time of acquisition thereof (including acquisition through merger or
consolidation), purchase money Mortgages and construction cost Mortgages and
(e) any extension, renewal or refunding of any Mortgage referred to in the
foregoing clauses (a) through (d), inclusive. (Section 1004) The Indenture does
not restrict the incurrence of unsecured debt by the Company or its
subsidiaries.
RESTRICTIONS ON SALES AND LEASEBACKS
Neither the Company nor any Domestic Subsidiary may enter into any sale and
leaseback transaction involving any Principal Domestic Manufacturing Property,
the completion of construction and commencement of full operation of which has
occurred more than 120 days prior thereto, unless (a) the Company or such
Domestic Subsidiary could incur a lien on such property under the restrictions
described above under "Restrictions on Secured Debt" in an amount equal to the
Attributable Debt with respect to the sale and leaseback transaction without
equally and ratably securing the Debt Securities then outstanding or (b) the
Company, within 120 days, applies to the retirement of its Funded Debt an
amount not less than the greater of (i) the net proceeds of the sale of the
Principal Domestic Manufacturing Property leased pursuant to such arrangement
or (ii) the fair value of the Principal Domestic Manufacturing Property so
leased (subject to credits for certain voluntary retirements of Funded Debt).
This restriction will not apply to any sale and leaseback transaction (a)
between the Company and a Domestic Subsidiary or between Domestic Subsidiaries
or (b) involving the taking back of a lease for a period of less than three
years. (Section 1005)
CERTAIN DEFINITIONS
The term "Attributable Debt" means the total net amount of rent (discounted
at 10% per annum compounded annually) required to be paid during the remaining
term of any lease. (Section 101)
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<PAGE>
The term "Consolidated Net Tangible Assets" means the aggregate amount of
assets (less applicable reserves and other properly deductible items) after
deducting therefrom (a) all current liabilities and (b) all goodwill, trade
names, trademarks, patents, unamortized debt discount and expense and other
like intangibles, all as set forth on the most recent balance sheet of the
Company and its consolidated subsidiaries and computed in accordance with
generally accepted accounting principles. (Section 101)
The term "Domestic Subsidiary" means a subsidiary of the Company except a
subsidiary which neither transacts any substantial portion of its business nor
regularly maintains any substantial portion of its fixed assets within the
United States or which is engaged primarily in financing the operations of the
Company and its subsidiaries outside the United States. (Section 101)
The term "Funded Debt" means Debt having a maturity of, or by its terms
extendible or renewable for, a period of more than 12 months after the date of
determination of the amount thereof.
The term "Principal Domestic Manufacturing Property" means any facility
(together with the land on which it is erected and fixtures comprising a part
thereof) used primarily for manufacturing or processing, located in the United
States, owned or leased by the Company or a subsidiary of the Company and
having a gross book value in excess of 3/4 of 1% of Consolidated Net Tangible
Assets, other than any such facility or portion thereof (i) which is a
pollution control or other facility financed by obligations issued by a State
or local governmental unit pursuant to Section 103(b)(4)(E), 103(b)(4)(F) or
103(b)(6) of the Internal Revenue Code of 1954, or any successor provision
thereof, or (ii) which, in the opinion of the Board of Directors of the
Company, is not of material importance to the total business conducted by the
Company and its subsidiaries as an entirety. (Section 101)
EVENTS OF DEFAULT
The following are Events of Default under the Indenture with respect to Debt
Securities of any series: (a) failure to pay principal of or premium, if any,
on any Debt Security of that series when due; (b) failure to pay any interest
on any Debt Security of that series when due, continued for 30 days; (c)
failure to deposit any sinking fund payment, when due, in respect of any Debt
Security of that series; (d) failure to perform any other covenant of the
Company in the Indenture (other than a covenant included in the Indenture
solely for the benefit of a series of Debt Securities other than that series),
continued for 90 days after written notice as provided in the Indenture; (e)
certain events in bankruptcy, insolvency or reorganization; and (f) any other
Event of Default provided with respect to Debt Securities of that series.
(Section 501)
If an Event of Default with respect to Outstanding Debt Securities of any
series 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
may declare the principal amount (or, if the Debt 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) of all the Debt Securities of that
series to be due and payable immediately. 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 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. (Section 502) For information as to waiver of defaults, see
"Modification and Waiver".
Reference is made to the Prospectus Supplement relating to each series of
Offered Debt Securities which are Original Issue Discount Securities for the
particular provisions relating to acceleration of the Maturity of a portion of
the principal amount of such Original Issue Discount Securities upon the
occurrence of an Event of Default and the continuation thereof.
9
<PAGE>
The Indenture provides that the Trustee will be under no obligation, subject
to the duty of the Trustee during default to act with the required standard of
care, to exercise any of its rights or powers under the Indenture at the
request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity. (Section 603) Subject to such
provisions for 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. (Section 512)
The Company will furnish to the Trustee annually a certificate as to
compliance by the Company with all conditions and covenants under the
Indenture. (Section 1007)
DEFEASANCE
The Prospectus Supplement will state if any defeasance provision will apply
to the Offered Debt Securities.
DEFEASANCE AND DISCHARGE
The Indenture provides that, if applicable, the Company will be discharged
from any and all obligations in respect of the Debt Securities of any series
(except for certain obligations to register the transfer or exchange of Debt
Securities of such series, to replace stolen, lost or mutilated Debt Securities
of such series, to maintain paying agencies and to hold monies for payment in
trust) upon the deposit with the Trustee, in trust, of money and/or U.S.
Government Obligations (as defined) which through the payment of interest and
principal in respect thereof in accordance with their terms will provide money
in an amount sufficient to pay the principal of and premium, if any, and each
installment of interest on the Debt Securities of such series on the Stated
Maturity of such payments in accordance with the terms of the Indenture and the
Debt Securities of such series. Such a trust may only be established if, among
other things, (i) the Company has received from, or there has been published
by, the Internal Revenue Service a ruling to the effect that Holders of the
Debt Securities of such series will not recognize income, gain or loss for
federal income tax purposes as a result of such deposit, defeasance and
discharge 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
deposit, defeasance and discharge had not occurred, and (ii) the Company has
delivered to the Trustee an Opinion of Counsel (who may be an employee of or
counsel for the Company) to the effect that the Debt Securities of such series,
if then listed on the New York Stock Exchange, Inc., will not be delisted as a
result of such deposit, defeasance and discharge. (Section 403)
DEFEASANCE OF CERTAIN COVENANTS AND CERTAIN EVENTS OF DEFAULT
The Indenture provides that, if applicable, the Company may omit to comply
with certain restrictive covenants in Sections 1004 (Limitation on Liens) and
1005 (Limitation on Sales and Leasebacks), and Section 501(4) (described in
clause (d) under "Events of Default") with respect to Sections 1004 and 1005
shall not be deemed to be an Event of Default under the Indenture and the Debt
Securities of any series, upon the deposit with the Trustee, in trust, of money
and/or U.S. Government Obligations (as defined) which through the payment of
interest and principal in respect thereof in accordance with their terms will
provide money in an amount sufficient to pay the principal of and premium, if
any, and each installment of interest on the Debt Securities of such series on
the Stated Maturity of such payments in accordance with the terms of the
Indenture and the Debt Securities of such series. The obligations of the
Company under the Indenture and the Debt Securities of such series other than
with respect to the covenants referred to above and the Events of Default other
than the Event of Default referred to above shall remain in full force and
effect. Such a trust may only be established if, among other things, the
Company has delivered to the Trustee an Opinion of Counsel (who may be an
employee of or counsel
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<PAGE>
for the Company) to the effect that (i) the Holders of the Debt Securities of
such series will not recognize income, gain or loss for federal income tax
purposes as a result of such deposit and defeasance of certain covenants and
Events of Default 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 deposit and defeasance had not occurred, and (ii) the Debt Securities of
such series, if then listed on the New York Stock Exchange, Inc., will not be
delisted as a result of such deposit and defeasance. (Section 1006)
DEFEASANCE AND CERTAIN OTHER EVENTS OF DEFAULT
In the event the Company exercises its option to omit compliance with certain
covenants of the Indenture with respect to the Debt Securities of any series as
described above and the Debt Securities of such series are declared due and
payable because of the occurrence of any Event of Default other than the Event
of Default described in clause (d) under "Events of Default", the amount of
money and U.S. Government Obligations on deposit with the Trustee will be
sufficient to pay amounts due on the Debt Securities of such series at the time
of their Stated Maturity but may not be sufficient to pay amounts due on the
Debt Securities of such series at the time of the acceleration resulting from
such Event of Default. However, the Company shall remain liable for such
payments.
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by the Company and
the Trustee with the consent of the Holders of 66 2/3% in principal amount of
the Outstanding Debt Securities of each series affected by such modification or
amendment; provided, however, that no such modification or amendment may,
without the consent of the Holder of each Outstanding Debt Security affected
thereby, (a) change the Stated Maturity of the principal of, or any installment
of principal of or interest on, any Debt Security, (b) reduce the principal
amount of, or the premium, if any, or interest, if any, on, any Debt Security,
(c) reduce the amount of principal of an Original Issue Discount Security
payable upon acceleration of the Maturity thereof, (d) change the place or
currency of payment of principal of, or premium, if any, or interest, if any,
on, any Debt Security, (e) impair the right to institute suit for the
enforcement of any payment on or with respect to any Debt Security, or (f)
reduce the percentage in principal amount of Outstanding Debt Securities of any
series, the consent of the Holders of which is required for modification or
amendment of the Indenture or for waiver of compliance with certain provisions
of the Indenture or for waiver of certain defaults. (Section 902)
The Holders of 66 2/3% in principal amount of the Outstanding Debt Securities
of any series may on behalf of the Holders of all Debt Securities of that
series waive, insofar as that series is concerned, compliance by the Company
with certain restrictive provisions of the Indenture. (Section 1008) The
Holders of a majority in principal amount of the Outstanding Debt Securities of
any series may on behalf of the Holders of all Debt Securities of that series
waive any past default under the Indenture with respect to that series, except
a default in the payment of the principal of or premium, if any, or interest on
any Debt Security of that series or in respect of a provision which under the
Indenture cannot be modified or amended without the consent of the Holder of
each Outstanding Debt Security of that series affected. (Section 513)
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company, without the consent of any Holders of Outstanding Debt
Securities, may consolidate or merge with or into, or transfer or lease its
assets as an entirety to, any Person, provided that (i) the Person (if other
than the Company) formed by such consolidation or into which the Company is
merged or which acquires or leases the assets of the Company substantially as
an entirety is organized and existing under the laws of any United States
jurisdiction and assumes the Company's obligations on the Debt Securities and
under the Indenture, (ii) after giving effect to such transaction no Event of
Default, and no event which, after notice or lapse of time or both, would
become an Event of Default,
11
<PAGE>
shall have happened and be continuing (provided that a transaction will only be
deemed to be in violation of this condition (ii) as to any series of Debt
Securities as to which such Event of Default or such event shall have occurred
and be continuing), and (iii) certain other conditions are met. (Article Eight)
REGARDING THE TRUSTEE
The First National Bank of Chicago is the Trustee under the Indenture. The
First National Bank of Chicago is also a depositary of the Company and has
performed other services for the Company and its subsidiaries in the normal
course of its business.
DESCRIPTION OF WARRANTS
The following description of the terms of the Warrants sets forth certain
general terms and provisions of the Warrants to which any Prospectus Supplement
may relate. The particular terms of the Warrants offered by any Prospectus
Supplement (the "Offered Warrants") and the extent, if any, to which such
general provisions may apply to the Warrants so offered will be described in
the Prospectus Supplement relating to such Offered Warrants.
The Company may issue Warrants for the purchase of Debt Securities, Warrants
to buy or sell debt securities of or guaranteed by the United States
("Government Debt Securities"), Warrants to buy or sell foreign currencies,
currency units or units of a currency index or currency basket, Warrants to buy
or sell units of a stock index or stock basket and Warrants to buy and sell a
commodity or a commodity index. Warrants may be issued independently or
together with any Debt Securities offered by any Prospectus Supplement and may
be attached to or separate from such Debt Securities. The Warrants will be
settled either through physical delivery or through payment of a cash
settlement value as set forth herein and in any applicable Prospectus
Supplement. The Offered Warrants will be issued under a Warrant Agreement to be
entered into between the Company and a bank or trust company, as Warrant Agent,
all as set forth in the Prospectus Supplement relating to the particular issue
of Warrants. The Warrant Agent will act solely as an agent of the Company in
connection with the Warrant Certificates and will not assume any obligation or
relationship of agency or trust for or with any holders of Warrant Certificates
or beneficial owners of Warrants. The following summaries of certain provisions
of the forms of Warrant Agreement do not purport to be complete and are subject
to, and are qualified in their entirety by reference to the provisions of the
forms of Warrant Agreement (including the forms of Warrant Certificates),
copies of which are filed as an exhibit to the Registration Statement.
GENERAL
The Prospectus Supplement will describe the following terms of the Offered
Warrants (to the extent such terms are applicable to such Warrants): (i) the
offering price; (ii) the currency, currency unit, currency index or currency
basket based on or relating to currencies (including ECU) for which Warrants
may be purchased; (iii) the date on which the right to exercise the Warrants
shall commence and the date on which such right shall expire; (iv) whether the
Warrant Certificates will be issuable in definitive registered form or global
form or both; (v) federal income tax consequences; (vi) whether the Warrant is
for Debt Securities, Government Debt Securities, currencies, currency units,
currency indices or currency baskets, stock indices, stock baskets,
commodities, commodity indices or such other index or reference as therein
described; and (vii) any other terms of the Warrants, including any terms which
may be required or advisable under United States laws or regulations.
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<PAGE>
If the Offered Warrants are to purchase Debt Securities, the Prospectus
Supplement will also describe (a) the designation, aggregate principal amount,
currency, currency unit or currency basket of denomination and other terms of
the Debt Securities purchasable upon exercise of the Offered Warrants; (b) the
designation and terms of the Debt Securities with which the Offered Warrants
are issued and the number of Offered Warrants issued with each such Debt
Security; (c) the date on and after which the Offered Warrants and the related
Debt Securities will be separately transferable; and (d) the principal amount
of Debt Securities purchasable upon exercise of one Offered Warrant and the
price at which and currency, currency unit or currency basket in which such
principal amount of Debt Securities may be purchased upon such exercise.
If the Offered Warrants are to buy or sell Government Debt Securities or a
foreign currency, currency unit, currency index or currency basket, such
Offered Warrants will be listed on a national securities exchange and the
Prospectus Supplement will describe the amount and designation of the
Government Debt Securities or currency, currency unit, currency index or
currency basket, as the case may be, subject to each Offered Warrant, whether
such Offered Warrants provide for cash settlement or delivery of the Government
Debt Securities or foreign currency, currency unit, units of the currency index
or currency basket upon exercise, and the national securities exchange on which
the Offered Warrants will be listed.
If the Offered Warrants are Offered Warrants on a stock index or a stock
basket, such Offered Warrants will provide for payment of an amount in cash
determined by reference to increases or decreases in such stock index or stock
basket and will be listed on a national securities exchange, and the Prospectus
Supplement will describe the terms of the Offered Warrants, the stock index or
stock basket covered by the Offered Warrants and the market to which such stock
index or stock basket relates, and the national securities exchange on which
the Offered Warrants will be listed.
If the Offered Warrants are Offered Warrants on a commodity or commodity
index, such Offered Warrants will provide for cash settlement or delivery of
the particular commodity or commodities and such Offered Warrants will be
listed on a national securities exchange. The Prospectus Supplement will
describe the terms of the Offered Warrants, the commodity or commodity index
covered by the Offered Warrants and the market, if any, to which such commodity
or commodity index relates and the national securities exchange on which the
Warrants will be listed.
Warrant Certificates may be exchanged for new Warrant Certificates of
different denominations, may (if in registered form) be presented for
registration of transfer, and may be exercised at the corporate trust office of
the Warrant Agent or any other office indicated in the Prospectus Supplement.
Warrants to buy or sell Government Debt Securities or a foreign currency,
currency unit, currency index or currency basket, and Warrants on stock indices
or stock baskets or on commodities or commodity indices, may be issued in the
form of a single Global Warrant Certificate, registered in the name of the
nominee of the depository of the Warrants, or may initially be issued in the
form of definitive certificates that may be exchanged, on a fixed date, or on a
date or dates selected by the Company, for interests in a Global Warrant
Certificate, as set forth in the applicable Prospectus Supplement. Prior to the
exercise of their Warrants, holders of Warrants to purchase Debt Securities
will not have any of the rights of holders of the Debt Securities purchasable
upon such exercise, including the right to receive payments of principal of,
premium, if any, or interest, if any, on the Debt Securities purchasable upon
such exercise or to enforce covenants in the Indenture.
EXERCISE OF WARRANTS
Each Warrant will entitle the holder to purchase such principal amount of
Debt Securities or buy or sell such amount of Government Debt Securities or of
a currency, currency unit, currency index or currency basket, stock index or
stock basket, commodity or commodities at such exercise price, or
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<PAGE>
receive such settlement value in respect of such amount of Government Debt
Securities or of a currency, currency unit, currency index or currency basket,
stock index or stock basket, commodity or commodity index, as shall in each
case be set forth in or calculable from, the Prospectus Supplement relating to
the Warrants or as otherwise set forth in the Prospectus Supplement. Warrants
may be exercised at any time up to 3:00 P.M. New York time on the date set
forth in the Prospectus Supplement relating to such Warrants or as may be
otherwise set forth in the Prospectus Supplement. After such time on that date
(or such later date to which such date may be extended by the Company),
unexercised Warrants will become void.
Subject to any restrictions and additional requirements that may be set forth
in the Prospectus Supplement relating thereto, Warrants may be exercised by
delivery to the Warrant Agent of the Warrant Certificate evidencing such
Warrants properly completed and duly executed and of payment as provided in the
Prospectus Supplement of the amount required to purchase the Debt Securities,
or (except in the case of Warrants providing for cash settlement) payment for
or delivery of the Government Debt Securities or currency, currency unit,
currency index, currency basket, stock index, stock basket, commodity or
commodities index as the case may be, purchased or sold upon such exercise.
Warrants will be deemed to have been exercised upon receipt of such Warrant
Certificate and any such payment, if applicable, at the corporate trust office
of the Warrant Agent or any other office indicated in the Prospectus Supplement
and the Company will, as soon as practicable thereafter, issue and deliver the
Debt Securities purchasable upon such exercise, or buy or sell such Government
Debt Securities or currency, currency unit, currency index or currency basket,
stock index or stock basket, commodity or commodities or pay the settlement
value in respect of such Warrants. If fewer than all of the Warrants
represented by such Warrant Certificate are exercised, a new Warrant
Certificate will be issued for the remaining amount of the Warrants.
PLAN OF DISTRIBUTION
The Company may sell Debt Securities and Warrants to or through underwriters,
and also may sell Debt Securities and Warrants directly to other purchasers or
through agents. Such underwriters may also act as agents.
The distribution of the Debt Securities and Warrants, if any, may be effected
from time to time in one or more transactions at a fixed price or prices, which
may be changed, or at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices.
In connection with the sale of Debt Securities and Warrants, if any,
underwriters may receive compensation from the Company or from purchasers of
Debt Securities and Warrants, if any, for whom they may act as agents, in the
form of discounts, concessions or commissions. Underwriters may sell Debt
Securities and Warrants, if any, 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 agents. Underwriters, dealers and agents that participate in the
distribution of Debt Securities and Warrants, if any, may be deemed to be
underwriters, and any discounts or commissions received by them from the
Company and any profit on the resale of Debt Securities and Warrants, if any,
by them may be deemed to be underwriting discounts and commissions, under the
Securities Act of 1933, as amended (the "Act"). Any such underwriter or agent
will be identified, and any such compensation received from the Company will be
described, in the Prospectus Supplement.
Under agreements which may be entered into by the Company, underwriters and
agents who participate in the distribution of Debt Securities and Warrants, if
any, may be entitled to indemnification by the Company against certain
liabilities, including liabilities under the Act.
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If so indicated in the Prospectus Supplement, the Company will authorize
underwriters or other persons acting as the Company's agents to solicit offers
by certain institutions to purchase Debt Securities and Warrants, if any, from
the Company pursuant to contracts providing for payment and delivery on a
future date. Institutions with which such contracts may be made include
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and others, but in all cases
such institutions must be approved by the Company. The obligations of any
purchaser under any such contract will be subject to the condition that the
purchase of the Offered Debt Securities and Offered Warrants, if any, shall not
at the time of delivery be prohibited under the laws of the jurisdiction to
which such purchaser is subject. The underwriters and such other agents will
not have any responsibility in respect of the validity or performance of such
contracts.
LEGAL OPINIONS
Unless otherwise indicated in the Prospectus Supplement relating to Offered
Debt Securities and Offered Warrants, if any, the validity of Offered Debt
Securities and Offered Warrants, if any, will be passed upon for the Company by
Chris B. Walther, Esq., Counsel, The Procter & Gamble Company, One Procter &
Gamble Plaza, Cincinnati, Ohio 45202, and for the underwriters or agents, as
the case may be, by Fried, Frank, Harris, Shriver & Jacobson (a partnership
including professional corporations), One New York Plaza, New York, New York
10004. Mr. Walther may rely as to matters of New York law upon the opinion of
Fried, Frank, Harris, Shriver & Jacobson, and Fried, Frank, Harris, Shriver &
Jacobson may rely as to matters of Ohio law upon the opinion of Mr. Walther.
Fried, Frank, Harris, Shriver & Jacobson from time to time perform legal
services for the Company.
EXPERTS
The consolidated financial statements and financial statement schedules
incorporated in this Prospectus by reference from the Company's Annual Report
on Form 10-K have been audited by Deloitte & Touche LLP, independent auditors,
as stated in their reports, which are incorporated herein by reference, and
have been so incorporated in reliance upon such reports given upon the
authority of that firm as experts in auditing and accounting.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an itemized statement of estimated expenses (other than
underwriting discounts and commissions) to be incurred in connection with the
sale of the Debt Securities and Warrants:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee (actual)....... $172,415
Printing and engraving expenses.................................... 150,000
Accounting fees and expenses....................................... 52,000
Legal fees and expenses............................................ 25,000
Blue sky and legal investment fees and expenses.................... 14,000
Fees and expenses of Trustee....................................... 100,000
Rating agency fees................................................. 270,000
Miscellaneous...................................................... 10,000
--------
Total.......................................................... $793,415
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1701.13(E) of the Ohio Revised Code provides as follows:
(E)(1) A corporation may indemnify or agree to indemnify any person who
was or is a party, or is threatened to be made a party, to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, other than an action by or in the right
of the corporation, by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, trustee, officer, employee,
member, manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company or a partnership,
joint venture, trust, or other enterprise, against expenses, including
attorney's fees, judgments, fines, and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit, or
proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, if he had no reasonable cause
to believe his conduct was unlawful. The termination of any action, suit,
or proceeding by judgment, order, settlement, or conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
(2) A corporation may indemnify or agree to indemnify any person who was
or is a party, or is threatened to be made a party, to any threatened,
pending, or completed action or suit by or in the right of the corporation
to procure a judgment in its favor, by reason of the fact that he is or was
a director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee, officer,
employee, member, manager, or agent of another corporation, domestic or
foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, against expenses,
including attorney's fees, actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any of the following:
(a) Any claim, issue, or matter as to which such person is adjudged
to be liable for negligence or misconduct in the performance of his
duty to the corporation unless, and only to the extent that, the court
of common pleas or the court in which such action or suit was brought
determines, upon application, that, despite the adjudication of
liability, but in view of
II-1
<PAGE>
all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court of common pleas or
such other court shall deem proper;
(b) Any action or suit in which the only liability asserted against a
director is pursuant to section 1701.95 of the Revised Code.
(3) To the extent that a director, trustee, officer, employee, member,
manager, or agent has been successful on the merits or otherwise in defense
of any action, suit, or proceeding referred to in division (E)(1) or (2) of
this section, or in defense of any claim, issue, or matter therein, he
shall be indemnified against expenses, including attorney's fees, actually
and reasonably incurred by him in connection with the action, suit, or
proceeding.
(4) Any indemnification under division (E)(1) or (2) of this section,
unless ordered by a court, shall be made by the corporation only as
authorized in the specific case, upon a determination that indemnification
of the director, trustee, officer, employee, member, manager, or agent is
proper in the circumstances because he has met the applicable standard of
conduct set forth in division (E)(1) or (2) of this section. Such
determination shall be made as follows:
(a) By a majority vote of a quorum consisting of directors of the
indemnifying corporation who were not and are not parties to or
threatened with any such action, suit, or proceeding referred to in
division (E)(1) or (2) of this section;
(b) If the quorum described in division (E)(4)(a) of this section is
not obtainable or if a majority vote of a quorum of disinterested
directors so directs, in a written opinion by independent legal counsel
other than an attorney, or a firm having associated with it an
attorney, who has been retained by or who has performed services for
the corporation or any person to be indemnified within the past five
years;
(c) By the shareholders;
(d) By the court of common pleas or the court in which such action,
suit, or proceeding referred to in division (E)(1) or (2) of this
section was brought.
Any determination made by the disinterested directors under division
(E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this
section shall be promptly communicated to the person who threatened or
brought the action or suit by or in the right of the corporation under
division (E)(2) of this section, and, within ten days after receipt of such
notification, such person shall have the right to petition the court of
common pleas or the court in which such action or suit was brought to
review the reasonableness of such determination.
(5)(a) Unless at the time of a director's act or omission that is the
subject of an action, suit, or proceeding referred to in division (E)(1) or
(2) of this section, the articles or the regulations of a corporation
state, by specific reference to this division, that the provisions of this
division do not apply to the corporation and unless the only liability
asserted against a director in an action, suit, or proceeding referred to
in division (E)(1) or (2) of this section is pursuant to section 1701.95 of
the Revised Code, expenses, including attorney's fees, incurred by a
director in defending the action, suit, or proceeding shall be paid by the
corporation as they are incurred, in advance of the final disposition of
the action, suit, or proceeding, upon receipt of an undertaking by or on
behalf of the director in which he agrees to do both of the following:
(i) Repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action or
failure to act involved an act or omission undertaken with deliberate
intent to cause injury to the corporation or undertaken with reckless
disregard for the best interests of the corporation;
(ii) Reasonably cooperate with the corporation concerning the action,
suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a director, trustee,
officer, employee, member, manager, or agent in defending any action, suit,
or proceeding referred to in division (E)(1) or (2) of this section, may be
paid by the corporation as they are incurred, in advance of the
II-2
<PAGE>
final disposition of the action, suit, or proceeding as authorized by the
directors in the specific case, upon receipt of an undertaking by or on
behalf of the director, trustee, officer, employee, member, manager, or
agent to repay such amount, if it ultimately is determined that he is not
entitled to be indemnified by the corporation.
(6) The indemnification authorized by this section shall not be exclusive
of, and shall be in addition to, any other rights granted to those seeking
indemnification under the articles or the regulations or any agreement,
vote of shareholders or disinterested directors, or otherwise, both as to
action in their official capacities and as to action in another capacity
while holding their offices or positions, and shall continue as to a person
who has ceased to be a director, trustee, officer, employee, member,
manager, or agent and shall inure to the benefit of the heirs, executors,
and administrators of such a person.
(7) A corporation may purchase and maintain insurance or furnish similar
protection, including, but not limited to, trust funds, letters of credit,
or self-insurance, on behalf of or for any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, trustee, officer, employee,
member, manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or a partnership,
joint venture, trust, or other enterprise, against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to
indemnify him against such liability under this section. Insurance may be
purchased from or maintained with a person in which the corporation has a
financial interest.
(8) The authority of a corporation to indemnify persons pursuant to
division (E)(1) or (2) of this section does not limit the payment of
expenses as they are incurred, indemnification, insurance, or other
protection that may be provided pursuant to divisions (E)(5), (6), and (7)
of this section. Divisions (E)(1) and (2) of this section do not create any
obligation to repay or return payments made by the corporation pursuant to
divisions (E)(5), (6), or (7).
(9) As used in this division, references to "corporation" include all
constituent entities in a consolidation or merger and the new or surviving
corporation, so that any person who is or was a director, officer,
employee, member, manager, or agent of such a constituent entity, or is or
was serving at the request of such constituent entity as a director,
trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a limited
liability company, or a partnership, joint venture, trust, or other
enterprise, shall stand in the same position under this section with
respect to the new or surviving corporation as he would if he had served
the new or surviving corporation in the same capacity.
Section 1701.13 (F)(7) of the Ohio Revised Code provides as follows:
(F) In carrying out the purposes stated in its articles and subject to
limitations prescribed by law or in its articles, a corporation may:
(7) Resist a change or potential change in control of the corporation if
the directors by a majority vote of a quorum determine that the change or
potential change is opposed to or not in the best interests of the
corporation:
(a) Upon consideration of the interests of the corporation's
shareholders and any of the matters set forth in division (E) of
section 1701.59 of the Revised Code; or
(b) Because the amount or nature of the indebtedness and other
obligations to which the corporation or any successor or the property
of either may become subject in connection with the change or potential
change in control provides reasonable grounds to believe that, within a
reasonable period of time, any of the following would apply:
(i) The assets of the corporation or any successor would be or
become less than its liabilities plus its stated capital, if any;
(ii) The corporation or any successor would be or become
insolvent;
(iii) Any voluntary or involuntary proceeding under the federal
bankruptcy laws concerning the corporation or any successor would be
commenced by any person.
II-3
<PAGE>
Section 1701.59 of the Ohio Revised Code provides as follows:
(A) Except where the law, the articles, or the regulations require action
to be authorized or taken by shareholders, all of the authority of a
corporation shall be exercised by or under the direction of its directors.
For their own government, the directors may adopt bylaws that are not
inconsistent with the articles or the regulations. The selection of a time
frame for the achievement of corporate goals shall be the responsibility of
the directors.
(B) A director shall perform his duties as a director, including his
duties as a member of any committee of the directors upon which he may
serve, in good faith, in a manner he reasonably believes to be in or not
opposed to the best interests of the corporation, and with the care that an
ordinarily prudent person in a like position would use under similar
circumstances. In performing his duties, a director is entitled to rely on
information, opinions, reports, or statements, including financial
statements and other financial data, that are prepared or presented by:
(1) One or more directors, officers, or employees of the corporation
who the director reasonably believes are reliable and competent in the
matters prepared or presented;
(2) Counsel, public accountants, or other persons as to matters that
the director reasonably believes are within the person's professional
or expert competence;
(3) A committee of the directors upon which he does not serve, duly
established in accordance with a provision of the articles or the
regulations, as to matters within its designated authority, which
committee the director reasonably believes to merit confidence.
(C) For purposes of division (B) of this section:
(1) A director shall not be found to have violated his duties under
division (B) of this section unless it is proved by clear and
convincing evidence that the director has not acted in good faith, in a
manner he reasonably believes to be in or not opposed to the best
interests of the corporation, or with the care that an ordinarily
prudent person in a like position would use under similar
circumstances, in any action brought against a director, including
actions involving or affecting any of the following:
(a) A change or potential change in control of the corporation,
including a determination to resist a change or potential change in
control made pursuant to division (F)(7) of section 1701.13 of the
Revised Code;
(b) A termination or potential termination of his service to the
corporation as a director;
(c) His service in any other position or relationship with the
corporation.
(2) A director shall not be considered to be acting in good faith if
he has knowledge concerning the matter in question that would cause
reliance on information, opinions, reports, or statements that are
prepared or presented by the persons described in divisions (B)(1) to
(3) of this section to be unwarranted.
(3) Nothing contained in this division limits relief available under
section 1701.60 of the Revised Code.
(D) A director shall be liable in damages for any action he takes or
fails to take as a director only if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action or failure to
act involved an act or omission undertaken with deliberate intent to cause
injury to the corporation or undertaken with reckless disregard for the
best interests of the corporation. Nothing contained in this division
affects the liability of directors under section 1701.95 of the Revised
Code or limits relief available under section 1701.60 of the Revised Code.
This division does not apply if, and only to the extent that, at the time
of a director's act or omission that is the subject of complaint, the
articles or the regulations of the corporation state by specific reference
to this division that the provisions of this division do not apply to the
corporation.
(E) For purposes of this section, a director, in determining what he
reasonably believes to be in the best interests of the corporation, shall
consider the interests of the corporation's shareholders and, in his
discretion, may consider any of the following:
II-4
<PAGE>
(1) The interests of the corporation's employees, suppliers,
creditors, and customers;
(2) The economy of the state and nation;
(3) Community and societal considerations;
(4) The long-term as well as short-term interests of the corporation
and its shareholders, including the possibility that these interests
may be best served by the continued independence of the corporation.
(F) Nothing contained in division (C) or (D) of this section affects the
duties of either of the following:
(1) A director who acts in any capacity other than his capacity as a
director;
(2) A director of a corporation that does not have issued and
outstanding shares that are listed on a national securities exchange or
are regularly quoted in an over-the-counter market by one or more
members of a national or affiliated securities association, who votes
for or assents to any action taken by the directors of the corporation
that, in connection with a change in control of the corporation,
directly results in the holder or holders of a majority of the
outstanding shares of the corporation receiving a greater consideration
for their shares than other shareholders.
Section 1701.95 of the Ohio Revised Code provides as follows:
(A)(1) In addition to any other liabilities imposed by law upon directors
of a corporation and except as provided in division (B) of this section,
directors shall be jointly and severally liable to the corporation as
provided in division (A)(2) of this section if they vote for or assent to
any of the following:
(a) The payment of a dividend or distribution, the making of a
distribution of assets to shareholders, or the purchase or redemption
of the corporation's own shares, contrary in any such case to law or
the articles;
(b) A distribution of assets to shareholders during the winding up of
the affairs of the corporation, on dissolution or otherwise, without
the payment of all known obligations of the corporation, or without
making adequate provision for their payment;
(c) The making of a loan, other than in the usual course of business,
to an officer, director, or shareholder of the corporation, other than
in either of the following cases: (i) In the case of a savings and loan
association or of a corporation engaged in banking or in the making of
loans generally; (ii) At the time of the making of the loan, a majority
of the disinterested directors of the corporation voted for the loan
and, taking into account the terms and provisions of the loan and other
relevant factors, determined that the making of the loan could
reasonably be expected to benefit the corporation.
(2)(a) In cases under division (A)(1)(a) of this section, directors shall
be jointly and severally liable up to the amount of the dividend,
distribution, or other payment, in excess of the amount that could have
been paid or distributed without violation of law or the articles but not
in excess of the amount that would inure to the benefit of the creditors of
the corporation if it was insolvent at the time of the payment or
distribution or there was reasonable ground to believe that by such action
it would be rendered insolvent, plus the amount that was paid or
distributed to holders of shares of any class in violation of the rights of
holders of shares of any other class.
(b) In cases under division (A)(1)(b) of this section, directors
shall be jointly and severally liable to the extent that the
obligations of the corporation that are not otherwise barred by statute
are not paid, or for the payment of which adequate provision has not
been made.
(c) In cases under division (A)(1)(c) of this section, directors
shall be jointly and severally liable for the amount of the loan with
interest on it at the rate set forth in section 1343.03 of the Revised
Code until the amount has been paid.
(B)(1) A director is not liable under division (A)(1) (a) or (b) of this
section if, in determining the amount available for any dividend, purchase,
redemption, or distribution to shareholders, he in good faith relied on a
financial statement of the corporation prepared by an officer or
II-5
<PAGE>
employee of the corporation in charge of its accounts or certified by a
public accountant or firm of public accountants, or in good faith he
considered the assets to be of their book value, or he followed what he
believed to be sound accounting and business practice.
(2) A director is not liable under division (A)(1)(c) of this section for
making any loan to, or guaranteeing any loan to or other obligation of, an
employee stock ownership plan, as defined in section 4975(e)(7) of the
Internal Revenue Code.
(C) A director who is present at a meeting of the directors or a
committee of the directors at which action on any matter is authorized or
taken and who has not voted for or against the action shall be presumed to
have voted for the action unless his written dissent from the action is
filed, either during the meeting or within a reasonable time after the
adjournment of the meeting, with the person acting as secretary of the
meeting or with the secretary of the corporation.
(D) A shareholder who knowingly receives any dividend, distribution, or
payment made contrary to law or the articles shall be liable to the
corporation for the amount received by him that is in excess of the amount
which could have been paid or distributed without violation of law or the
articles.
(E) A director against whom a claim is asserted under or pursuant to this
section and who is held liable on the claim shall be entitled to
contribution, on equitable principles, from other directors who also are
liable. In addition, any director against whom a claim is asserted under or
pursuant to this section or who is held liable shall have a right of
contribution from the shareholders who knowingly received any dividend,
distribution, or payment made contrary to law or the articles, and such
shareholders as among themselves shall also be entitled to contribution in
proportion to the amounts received by them respectively.
(F) No action shall be brought by or on behalf of a corporation upon any
cause of action arising under division (A)(1)(a) or (b) of this section at
any time after two years from the day on which the violation occurs.
(G) Nothing contained in this section shall preclude any creditor whose
claim is unpaid from exercising such rights as he otherwise would have by
law to enforce his claim against assets of the corporation paid or
distributed to shareholders.
(H) The failure of a corporation to observe corporate formalities
relating to meetings of directors or shareholders in connection with the
management of the corporation's affairs shall not be considered a factor
tending to establish that the shareholders have personal liability for
corporate obligations.
Section 8 of Article III of the Company's Regulations provides as follows:
Section 8. Indemnification of Directors and Officers. The Company shall
indemnify each present and future Director and officer, his heirs,
executors and administrators against all costs, expenses (including
attorneys' fees), judgments, and liabilities, reasonably incurred by or
imposed on him in connection with or arising out of any claim or any
action, suit or proceeding, civil or criminal, in which he may be or become
involved by reason of his being or having been a Director or officer of the
Company, or of any of its subsidiary companies, or of any other company in
which he served or serves as a Director or officer at the request of the
Company, irrespective of whether or not he continues to be a Director or an
officer at the time he incurs or becomes subjected to such costs, expenses
(including attorneys' fees), judgments, and liabilities; but such
indemnification shall not be operative with respect to any matter as to
which in any such action, suit or proceeding he shall have been finally
adjudged to have been derelict in the performance of his duties as such
Director or officer. Such indemnification shall apply when the adjudication
in such action, suit or proceeding is otherwise than on the merits and also
shall apply when a settlement or compromise is effected, but in such cases
indemnification shall be made only if the Board of Directors of the
Company, acting at a meeting at which a majority of the quorum of the Board
is unaffected by self
II-6
<PAGE>
interest, shall find that such Director or officer has not been derelict in
the performance of his duty as such Director or officer with respect to the
matter involved, and shall adopt a resolution to that effect and in cases
of settlement or compromise shall also approve the same; in cases of
settlement or compromise such indemnification shall not include
reimbursement of any amounts which by the terms of the settlement or
compromise are paid or payable to the Company itself by the Director or
officer (or in the case of a Director or officer of a subsidiary or another
company in which such Director or officer is serving at the request of the
Company any amounts paid or payable by such Director or officer to such
company). If the Board of Directors as herein provided refuses or fails to
act or is unable to act due to the self interest of some or all of its
members, the Company at its expense shall obtain the opinion of counsel and
indemnification shall be had only if it is the opinion of such counsel that
the Director or officer has not been derelict in the performance of his
duties as such Director or officer with respect to the matter involved.
The right of indemnification provided for in this section shall not be
exclusive of other rights to which any Director or officer may be entitled
as a matter of law and such rights, if any, shall also inure to the benefit
of the heirs, executors or administrators of any such Director or officer.
The Company's Directors, officers and certain other key employees of the
Company are insured by directors and officers liability insurance policies. The
Company pays the premiums for this insurance. The Company's basic directors and
officers liability insurance provides coverage up to an annual aggregate
liability limitation of $25,000,000, and this policy is specifically
incorporated herein by reference to Exhibit (99-1) of the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 1994. The Company has
also contracted for excess directors and officers liability insurance coverage
with an annual aggregate liability limitation of $75,000,000, and the relevant
policies are specifically incorporated herein by reference to Exhibits (99-2)
and (99-3) of the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1994.
The Company's Directors, officers and certain other key employees of the
Company are insured against liabilities arising under the Employee Retirement
Income Security Act of 1974 and certain other liabilities by fiduciary
responsibility insurance with an annual aggregate liability limitation of
$30,000,000. This policy is specifically incorporated herein by reference to
Exhibit (99-4) of the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1994.
The form of Underwriting Agreement provides for indemnification of the
Company and its Directors, officers and certain other persons under certain
circumstances described therein by each underwriter participating in an
offering of Debt Securities and Warrants.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
*(1) --Form of Underwriting Agreement (including form of Delayed
Delivery Contract).
**(4)(i)(a) --Indenture, dated as of September 28, 1992, between the Com-
pany and The First National Bank of Chicago, as Trustee.
**(4)(i)(b) --Form of Debt Securities (included in Exhibit (4)(i)(a) at
pages 15 through 21).
*(4)(i)(c) --Form of Warrant Agreement (to purchase Debt Securities).
*(4)(i)(d) --Form of Warrant Agreement.
*(5) --Opinion of Chris B. Walther, Esq., Counsel of the Company,
as to the legality of the Debt Securities and Warrants being
registered.
***(12) --Statement re Computation of Ratio of Earnings to Fixed
Charges.
(23)(i)(a) --Consent of Deloitte & Touche LLP.
*(23)(i)(b) --Consent of Chris B. Walther, Esq. is contained in his opin-
ion filed as Exhibit (5).
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
*(25) --Statement of Eligibility of The First National Bank of Chicago,
as Trustee, on Form T-1.
</TABLE>
- --------
* Previously filed.
** Incorporated by reference to Registration Statement No. 33-43919 filed on
November 13, 1991 as amended by Post-Effective Amendment No.1 filed on
September 29, 1992.
*** Incorporated by reference to Exhibit 12 to Annual Report on Form 10-K for
the fiscal year ended June 30, 1994.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
(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; and
(b) For purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted 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-8
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT TO THE
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF CINCINNATI, STATE OF OHIO, ON JANUARY 5, 1995.
THE PROCTER & GAMBLE COMPANY
/s/ Edwin L. Artzt
By___________________________________
EDWIN L. ARTZT CHAIRMAN OF THE
BOARD AND CHIEF EXECUTIVE
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED
ON JANUARY 5, 1995.
SIGNATURE TITLE
--------- -----
/s/ Edwin L. Artzt Chairman of the Board and Chief
_____________________________________ Executive and Director (Principal
EDWIN L. ARTZT Executive Officer)
/s/ Erik G. Nelson Senior Vice President (Principal
_____________________________________ Financial Officer)
ERIK G. NELSON
/s/ Edwin H. Eaton, Jr. Vice President and Comptroller
_____________________________________ (Principal Accounting Officer)
EDWIN H. EATON, JR.
/s/ David M. Abshire Director
_____________________________________
DAVID M. ABSHIRE
/s/ Norman R. Augustine Director
_____________________________________
NORMAN R. AUGUSTINE
/s/ Donald R. Beall Director
_____________________________________
DONALD R. BEALL
/s/ Gordon F. Brunner Director
_____________________________________
GORDON F. BRUNNER
/s/ Richard B. Cheney Director
_____________________________________
RICHARD B. CHENEY
/s/ Harald Einsmann Director
_____________________________________
HARALD EINSMANN
II-9
<PAGE>
SIGNATURE TITLE
* Director
____________________________________
RICHARD J. FERRIS
/s/ Joseph T. Gorman Director
____________________________________
JOSEPH T. GORMAN
/s/ Durk I. Jager Director
____________________________________
DURK I. JAGER
/s/ Jerry R. Junkins Director
____________________________________
JERRY R. JUNKINS
/s/ Joshua Lederberg Director
____________________________________
JOSHUA LEDERBERG
/s/ Charles R. Lee Director
____________________________________
CHARLES R. LEE
* Director
____________________________________
LYNN M. MARTIN
/s/ John E. Pepper Director
____________________________________
JOHN E. PEPPER
/s/ John G. Smale Director
____________________________________
JOHN G. SMALE
/s/ Robert D. Storey Director
____________________________________
ROBERT D. STOREY
/s/ Marina v.N. Whitman Director
____________________________________
MARINA V. N. WHITMAN
II-10
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. PAGE NO.
----------- --------
<C> <S> <C>
*(1) --Form of Underwriting Agreement (including form of
Delayed Delivery Contract).
**(4)(i)(a) --Indenture, dated as of September 28, 1992, be-
tween the Company and The First National Bank of
Chicago, as Trustee.
**(4)(i)(b) --Form of Debt Securities (included in Exhibit
(4)(i)(a) at pages 15 through 21).
*(4)(i)(c) --Form of Warrant Agreement (to purchase Debt Secu-
rities).
*(4)(i)(d) --Form of Warrant Agreement.
*(5) --Opinion of Chris B. Walther, Esq., Counsel of the
Company, as to the legality of the Debt Securities
and Warrants being registered.
***(12) --Statement re Computation of Ratio of Earnings to
Fixed Charges.
(23)(i)(a) --Consent of Deloitte & Touche LLP.
*(23)(i)(b) --Consent of Chris B. Walther, Esq. is contained in
his opinion filed as Exhibit (5).
*(25) --Statement of Eligibility of The First National
Bank of Chicago, as Trustee, on Form T-1.
</TABLE>
- --------
* Previously filed.
** Incorporated by reference to Registration Statement No. 33-43919 filed on
November 13, 1991 as amended by Post-Effective Amendment No. 1 filed on
September 29, 1992.
*** Incorporated by reference to Exhibit 12 to Annual Report on Form 10-K for
the fiscal year ended June 30, 1994.
<PAGE>
EXHIBIT (23)(1)(a)
CONSENT OF DELOITTE & TOUCHE LLP
(INDEPENDENT AUDITORS' CONSENT)
The Procter & Gamble Company:
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 33-55471 of The Procter & Gamble Company on Form S-3
of our reports dated August 10, 1994 (expressing an unqualified opinion and
including an explanatory paragraph regarding the changes in accounting for
other post retirement benefits and income taxes effective July 1, 1992)
appearing in and incorporated by reference in the Annual Report on Form 10-K of
The Procter & Gamble Company for the year ended June 30, 1994 and to the
reference to us under the heading "Experts" in the Prospectus which is part of
such Registration Statement.
Deloitte & Touche LLP
Cincinnati, Ohio
January 4, 1995
