<PAGE>
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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THE QUAKER OATS COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW JERSEY 36-1655315
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
321 N. CLARK STREET
CHICAGO, ILLINOIS 60610-4714
(312) 222-7111
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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R. THOMAS HOWELL, JR.
VICE PRESIDENT -
GENERAL CORPORATE COUNSEL AND
CORPORATE SECRETARY
THE QUAKER OATS COMPANY
321 N. CLARK STREET
CHICAGO, IL 60610-4714
(312) 222-7778
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, FOR AGENT FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [X]
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. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE PRICE PER OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED UNIT* PRICE* FEE
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<S> <C> <C> <C> <C>
Common Stock, par value $5.00 per
share (including Preferred Stock 3,000,000
Purchase Rights)................. shares $33.00 $99,000,000 $34,138
</TABLE>
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*Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c), based upon the average of the high and low
prices of the Common Stock reported as New York Stock Exchange-Composite
Transactions for September 25, 1995.
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<PAGE>
PROSPECTUS
LOGO
THE QUAKER OATS COMPANY
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of The Quaker
Oats Company (the "Company" or "Quaker") provides participants in the Plan
with a simple and convenient method for purchasing shares of the $5 Par Value
Common Stock of the Company (the "Common Stock") without incurring fees. Cash
dividends on shares of Common Stock held in the Plan will be automatically
reinvested.
The dividend reinvestment and/or cash payment options offered under the Plan
for eligible shareholders of record are:
* FULL DIVIDEND REINVESTMENT--Automatically reinvest cash dividends
on all shares of Common Stock held of record.
* PARTIAL DIVIDEND REINVESTMENT--Automatically reinvest cash
dividends on part of the shares of Common Stock held of record,
while continuing to receive cash dividends on the other shares.
* OPTIONAL CASH PAYMENTS--Invest by making optional cash payments of
$10 or more per payment, up to a total of $30,000 per calendar
year, whether or not any dividends on shares of Common Stock held
of record are reinvested.
Eligible employees may participate in the Plan by purchasing shares of Common
Stock through periodic payroll deductions and/or by making optional cash
payments in amounts of $10 or more per month, up to an aggregate of $30,000
per calendar year.
Shares purchased for use in the Plan may be newly issued shares of previously
authorized and unissued Common Stock or treasury shares. Shares may also be
purchased on the open market.
The price of shares of Common Stock purchased with reinvested cash dividends,
optional cash payments or amounts deducted from employee participants' pay
will be 100% of a defined average market price of the shares. See page 9,
"Share Purchase Prices," for a definition of the defined average price.
The Prospectus relates to 3,000,000 authorized and issued shares of the
Company's Common Stock registered for sale under the Plan. The Company
suggests that this Prospectus be retained for future reference.
Neither the Company nor the Harris Trust and Savings Bank ("Harris Bank" or
the "Bank"), the administrator of the Plan, can or does assure a participant
of a profit or protection against a loss on the shares purchased under the
Plan. The Plan does not represent a change in the Company's dividend policy.
Payment of dividends will continue to depend on future earnings, financial
requirements and other factors.
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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 ANY SUCH COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS SEPTEMBER 28, 1995.
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DOCUMENTS INCORPORATED BY REFERENCE AND AVAILABLE INFORMATION
This Prospectus contains, or incorporates by reference, information concerning
the Company and the Plan, but does not contain all the information set forth
in the Registration Statement and the exhibits thereto, which the Company has
filed with the Securities and Exchange Commission (the "Commission"),
Washington, D.C., under the Securities Act of 1933, as amended, and to which
reference is made.
The Annual Report on Form 10-K for the fiscal year ended June 30, 1995 is
incorporated by reference in this Prospectus.
The descriptions of the Company's Common Stock and Preferred Stock Purchase
Rights included in registration statements filed pursuant to Section 12 of the
Securities Exchange Act of 1934 and any amendments and reports filed for the
purpose of updating those descriptions are incorporated by reference in this
Prospectus.
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Act after the date of this Prospectus and
before the termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be part hereof from the date of filing of
such documents. Additional updating information with respect to the securities
and the Plan covered herein may be provided in the future to participants by
means of supplements to the Prospectus. Copies of information concerning the
Company which has been filed with the Commission and which is incorporated
herein by reference will be provided by the Company without charge (except for
exhibits thereto) upon written or oral request directed to The Quaker Oats
Company, Shareholder Services, P.O. Box 049001, Chicago, Illinois 60604-9001,
Telephone (800) 685-6566.
The Company is subject to the informational requirements of the Act and in
accordance with the Act files reports, proxy statements and other information
with the Commission. Such reports and other information can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C., and at the Commission's Regional
Offices: Federal Building, 26 Federal Plaza, New York, New York; and Citicorp
Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois. Copies of such
material can be obtained from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In
addition, such material can be inspected at the offices of the New York,
Pacific, and Chicago Stock Exchanges, on which the Company's Common Stock is
listed.
THE COMPANY
The Company is a major worldwide producer and marketer of packaged brand-name
grocery products, including beverages, cereals, mixes, table syrup, corn
products, and frozen foods. The Company also produces beverages through its
subsidiary, Stokely-Van Camp, Inc.
The Company was incorporated in New Jersey in 1901. Its executive offices are
located at 321 North Clark Street, Chicago, Illinois 60610-4714. The Company's
telephone number is (312) 222-7111.
2
<PAGE>
DESCRIPTION OF THE PLAN
The Plan originally was approved by the Board of Directors on September 8,
1982 and became effective on January 3, 1983. As of the date of this
Prospectus, 3,000,000 shares of authorized but unissued Common Stock will be
reserved for issuance under the Plan. Additional shares may be reserved in the
future. Shares purchased for use in the Plan may be newly issued shares of
previously unauthorized and unissued Common Stock or treasury shares. At the
Company's option, shares may also be purchased on the open market.
PURPOSE
The purpose of the Plan is to provide shareholders of record and eligible
employees with a simple and convenient method of purchasing shares of the
Company's Common Stock. Once enrolled in the Plan, eligible shareholders may
use cash dividends and/or make optional cash payments to acquire additional
shares of Common Stock without incurring purchase fees, including brokerage
commissions or service charges. Eligible employees may use periodic payroll
deductions and/or make optional cash payments to acquire additional shares of
Common Stock without incurring purchase fees. Shares acquired under the Plan's
dividend reinvestment, payroll deduction and cash payment options will be
credited to participants' Plan accounts, and cash dividends on such shares
will be automatically reinvested. Purchases of newly issued shares or treasury
shares will provide the Company with funds which will be used for general
corporate purposes. Shares purchased on the open market will not provide the
Company with funds.
ADVANTAGES
Participants in the Plan who are shareholders of record of the Company's
Common Stock may
* automatically reinvest dividends on all or a portion of their
shares held of record at the defined average market price on the
applicable Investment Date.
* periodically invest additional cash (in amounts of not less than
$10 per payment, up to a total of $30,000 per calendar year) to
purchase shares of Common Stock at the defined average market
price on the applicable Investment Date.
Participants in the Plan who are employees may
* authorize periodic payroll deductions (in amounts of not less than
$10 per month nor more than $2,500 per month) to be used for the
purchase of Common Stock at the defined average market price on
the applicable Investment Date.
* periodically invest cash (in amounts of not less than $10 per
payment, up to a total of $30,000 per calendar year when combined
with their payroll deductions, if any) to purchase shares of
Common Stock at the defined market price on the applicable
Investment Date.
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All participants in the Plan will
* have cash dividends on shares credited to their Plan accounts
automatically reinvested in additional shares of Common Stock at
the defined average market price on the applicable Investment
Date.
* participate without incurring fees in connection with purchases
under the Plan, including brokerage commissions or service
charges.
* benefit from full investment of funds under the Plan because
fractional shares, as well as whole shares, will be credited to
their accounts; and dividends on such fractions, as well as on
whole shares, will be reinvested in additional shares.
* avoid the need for safekeeping of certificates for shares of
Common Stock credited to their accounts under the Plan.
* receive periodic statements from Harris Bank reflecting all
current activity in their Plan accounts, thereby affording
participants simplified recordkeeping. See page 10, "Reports to
Participants."
See page 9, "Purchases of Shares," for a definition of the applicable
Investment Date and "Share Purchase Prices," for a definition of average
market price.
ADMINISTRATION
The Company has appointed Harris Bank as its agent to administer the Plan,
maintain records, send statements of account to participants and perform other
duties relating to the Plan, subject to the direction of the Company. Harris
Bank also acts as dividend disbursing agent, transfer agent and registrar for
the Company's Common Stock.
Harris Bank will hold for safekeeping the shares of Common Stock under the
Plan for each participant until termination of participation in the Plan or
receipt of a request in writing from a participant for all or part of his or
her shares. Shares held by the Bank will be registered in the name of the Bank
or one of its nominees, as agent for participants in the Plan. In addition,
the Bank will accept and hold for safekeeping, at no charge to the
participant, any shares registered in the name of a participant and deposited
with the Bank by a participant.
In the event Harris Bank should resign or otherwise cease to act as agent for
the Plan, the Company will make such other arrangements as it deems
appropriate for administration of the Plan.
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All inquiries, notices, requests and other communications regarding
participation in the Plan (except as specifically indicated below) should be
sent to the Bank at the following address:
Harris Trust and Savings Bank
Quaker Dividend Reinvestment
and Stock Purchase Plan
P.O. Box 95894
Chicago, IL 60690-9938
Participants may also call the Bank at (800) 344-1198.
PARTICIPATION BY SHAREHOLDERS OF RECORD
Participation in the Plan is completely voluntary. Shareholders who do not
elect to participate in the Plan will continue to receive their cash
dividends.
Eligibility
In general, any shareholder who has shares of the Company's Common Stock
registered in his or her own name is eligible to participate in the Plan. A
beneficial owner, whose shares are registered in the name of another (e.g. in
a broker's "street name" or in the name of a bank nominee or trustee) and who
desires to participate in the Plan, must either make appropriate arrangements
with the record holder to participate on behalf of the beneficial owner or
must become a shareholder of record by having a part or all of such shares
transferred into his or her own name.
Enrollment
An eligible shareholder may join the Plan at any time by completing and
signing the Authorization Form and returning it to Harris Bank in the postage-
paid envelope provided for that purpose. If the shares of Common Stock are
registered in more than one name (e.g., joint tenants or trustees), all
registered holders must sign. Authorization Forms may be obtained at any time
by writing Harris Bank at the following address.
Harris Trust and Savings Bank
Quaker Dividend Reinvestment
and Stock Purchase Plan
P.O. Box 95894
Chicago, IL 60690-9938
Participants may also call the Bank at (800) 344-1198.
Brokers, banks or other nominees who wish to participate in the Plan on behalf
of their clients may request special participation arrangements by writing to
Harris Bank.
The reinvestment of a shareholder participant's dividends will begin with the
dividend payment date immediately following the date on which a signed
Authorization Form specifying reinvestment of dividends is received by Harris
Bank or the Company, provided such form is received by the Bank at least two
business days before the record date for a dividend payment. If the
Authorization Form is received after that time, the reinvestment of dividends
will begin with the next cash dividend payment. Dividend payment dates for the
Company's Common Stock have historically occurred on or about the 15th day of
January, April, July and October.
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Investment Options
An eligible shareholder of record may elect to participate in the Plan through
the following dividend reinvestment and/or cash payment options:
FULL DIVIDEND REINVESTMENT--Directs Harris Bank to reinvest the cash
dividends on all shares of Common Stock currently or subsequently
registered in the participant's name.
PARTIAL DIVIDEND REINVESTMENT--Directs Harris Bank to reinvest the cash
dividends on a designated number of shares of Common Stock registered in
the name of the participant. The Company will continue to pay cash
dividends directly to the participant on the other shares.
OPTIONAL CASH PAYMENTS--Permits the participant to make optional cash
payments of $10 or more per payment, up to a total of $30,000 per
calendar year, for the purchase of additional shares of Common Stock,
whether or not any dividends on the shares of Common Stock registered in
the name of the participant are reinvested.
All shares acquired by a shareholder of record through dividend reinvestment
and optional cash payments will be credited to the participant's account under
the Plan. Cash dividends on shares (including any fractional share interest)
of Common Stock held in the participant's account under the Plan will be
automatically reinvested in additional shares of Common Stock. Fractional
share interests will be computed to four decimal places.
A shareholder participant may change his or her investment option by obtaining
and completing a new Authorization Form and sending it to Harris Bank. The new
Authorization Form must be received by the Bank at least two business days
before the record date for a dividend payment in order to be effective for
such payment.
Withdrawal from Plan
A shareholder participant may withdraw from the Plan at any time by notifying
Harris Bank in writing.
Termination of participation in the Plan by a shareholder of record will
immediately stop all reinvestment of the participant's dividends if the notice
of withdrawal is received by Harris Bank not later than the record date prior
to the dividend payment date. Investment of optional cash payments will stop
immediately if notification of withdrawal is received by the Bank at least two
business days prior to the applicable Investment Date, which is the first
business day of the month. The entire amount of any optional cash payment
received for which reinvestment has been stopped by termination of
participation in the Plan will be refunded to the participant. See page 11,
"Issuance of Certificates or Sale of Shares on Withdrawal from Plan."
Rejoining the Plan
Any eligible shareholder may rejoin the Plan at any time by completing a new
Authorization Form. However, Harris Bank reserves the right to reject any such
form from a previous shareholder participant on grounds of excessive
termination and rejoining. Such reservation is intended to minimize
administrative expense and to encourage use of the Plan as a long-term
investment service.
6
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PARTICIPATION BY ELIGIBLE EMPLOYEES
Eligibility
Any regular full-time or part-time employee, who is on either the Company's
U.S. or Canadian payroll, may enroll in the Plan. Employees need not be
shareholders of record in order to participate.
Enrollment
An eligible employee who is not a shareholder of record may join the Plan in
one of two ways: (1) by electing to participate through payroll deductions
(and other optional cash payments, if desired) or (2) by electing to
participate with optional cash payments only.
To participate through payroll deductions, the employee should execute a
combined Employee Investment Authorization and Payroll Deduction Authorization
Form and return it to his or her Personnel Representative. To participate only
with optional cash payments, the employee should mark the "Optional Cash
Payments Only" box of the Employee Investment Authorization Form and forward
it to the Bank, together with a check or money order (payable to Harris Trust
and Savings Bank) in the amount of the cash payment. If the employee is not a
shareholder of record at the time of his or her initial optional cash payment,
the check or money order must be for an amount of at least $100. Thereafter,
additional cash payments may be made in amounts of not less than $10 per
payment, up to a total of $30,000 during any calendar year.
An employee's participation in the Plan will commence as soon as practicable
after a completed Employee Investment Authorization Form is received by the
Company (in the case of employees electing participation through payroll
deductions) or by Harris Bank (in the case of employees electing to
participate with optional cash payments only). In order to be entitled to
receive dividends and have them reinvested under the Plan, an employee must
have shares in his or her Plan account on or before a record date for the
payment of dividends. Dividend payment dates for the Company's Common Stock
have historically occurred on or about the 15th day of January, April, July
and October.
Changing Payroll Deductions
An employee participating in the Plan through payroll deductions may change
the amount of such deductions by obtaining and completing a new Payroll
Authorization Form and sending it to his or her Personnel Representative. Any
such change will become effective as soon as practicable after the employee's
request is received by the Company.
An employee may discontinue payroll deductions at any time by notifying his or
her Personnel Representative in writing. Discontinuing payroll deductions will
not automatically terminate participation in the Plan. Harris Bank will
continue to reinvest dividends on shares in the employee's Plan account until
the employee withdraws from the Plan. See page 8, "Withdrawal from Plan."
Employees Who Are Shareholders of Record
An employee who is a shareholder of record may enroll in the Plan at any time,
regardless of length of service with the Company, by executing an
Authorization Form and forwarding it to Harris Bank, in the same manner as all
other shareholders of record. See page 5, "Participation by Shareholders of
Record." The payroll deduction option, however, is available only to employees
satisfying the employee eligibility requirements.
7
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Investment Options
An eligible employee may participate in the Plan through periodic payroll
deductions or by making optional cash payments, or both. Participation in the
Plan is completely voluntary.
Payroll deductions will be made on a periodic basis in amounts of not less
than $10 per month nor more than $2,500 per month. Payroll deductions will be
withheld from each paycheck equally and will be invested as soon as possible
after the end of the month. NO INTEREST WILL BE PAID BY QUAKER OR HARRIS BANK
ON AMOUNTS DEDUCTED FROM PAY.
All employee participants may make optional cash payments as described more
fully beginning on page 10, but the combined total of all payroll deductions
and optional cash payments of any employee participant may not exceed $30,000
during any calendar year.
All shares acquired by an employee through payroll deductions, optional cash
payments and reinvested dividends will be credited to the employee's account
under the Plan. Cash dividends on all shares (including fractional shares) of
Common Stock held in the Plan for the account of an employee participant will
be automatically reinvested in additional shares of Common Stock. Fractional
shares will be computed to four decimal places.
Employee Participants Who Leave the Company
Termination of employment does not automatically terminate participation in
the Plan. Dividends on shares held under the Plan for the account of an
employee participant who leaves the Company will continue to be reinvested
until the participant withdraws from the Plan. Optional cash payments may
continue to be made by such participant so long as there are shares credited
to his or her account under the Plan.
Withdrawal from Plan
An employee participant may withdraw from the Plan at any time by notifying
Harris Bank in writing. See page 11, "Issuance of Certificates or Sale of
Shares on Withdrawal from Plan." If notification of withdrawal is received at
least two business days prior to the applicable Investment Date, the Bank will
immediately stop investment of any optional cash payments and uninvested
payroll deductions. These payments and deductions will be refunded to the
employee.
Rejoining the Plan
Any eligible employee may rejoin the Plan at any time by completing a new
Employee Investment Authorization Form. However, the Company reserves the
right to reject any such form from a previous employee participant on grounds
of excessive termination and rejoining. Such reservation is intended to
minimize administrative expense and to encourage use of the Plan as a long-
term investment service.
COSTS
Participants will incur no brokerage fees or other expenses in connection with
purchases made under the Plan, whether shares are purchased from the Company
or on the open market. All costs of administering the Plan will be paid by the
Company except for amounts Harris Bank may charge for additional service, not
provided for under the Plan, performed at a participant's request. Please see
page 13, "Tax Considerations," for the tax treatment of brokerage fees paid by
the Company.
8
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PURCHASES OF SHARES
Harris Bank may purchase authorized and unissued shares or treasury shares
from the Company for use in the Plan. The Plan also provides for the purchase
of shares on the open market.
The Company anticipates that it will instruct Harris Bank to purchase shares
on the open market for use in the Plan at such times as the Company believes
that purchasing such shares on the open market in lieu of issuing new shares
or treasury shares will serve the Company's best interests.
Purchases of Common Stock under the Plan will be made on (in the case of
purchases from the Company) or as soon as reasonably practicable after (in the
case of open market purchases) the following applicable "Investment Dates":
(a) Each dividend payment date is an Investment Date for the
reinvestment of cash dividends.
(b) The first business day of each month is an Investment Date for the
investment of optional cash payments.
(c) The date when shares are actually purchased, which will be as soon
as practicable after the end of the month in which the deductions are
made, is an Investment Date for amounts deducted from employee
participants' pay.
The number of shares of Common Stock to be purchased for a participant in the
Plan depends on the purchase price of Common Stock determined as set forth
below and, in the case of shareholder participants, on the amount of the
participant's cash dividends and optional cash payments to be invested or, in
the case of employee participants, on the amount of the employee's cash
dividends, payroll deductions and optional cash payments to be invested. A
participant's account will be credited with that number of shares of Common
Stock (including any fractional share interest, computed to four decimal
places) equal to the total amount to be invested divided by the applicable
purchase price per share.
SHARE PURCHASE PRICES
The price of shares of Common Stock purchased from the Company will be the
average of the daily high and low sales prices of shares of the Common Stock
(as published in The Wall Street Journal report of New York Stock Exchange
Composite Transactions) on the applicable Investment Date. The price of shares
of Common Stock purchased for participants on the open market will be the
purchase price of the shares purchased. If shares are purchased on the open
market at more than one price, a weighted average will be used.
If there is no trading in the Company's Common Stock on The New York Stock
Exchange (or if the Exchange is closed) for ten consecutive regular trading
days prior to any Investment Date, all cash, whether dividends, optional cash
payments or amounts deducted from pay, held for the purchase of Common Stock
on such Investment Date will be returned to the participants. If Harris Bank
or the Company determines that The Wall Street Journal contains a reporting
error, market price reports may be obtained from such other sources as the
Bank shall deem appropriate.
No shares of Common Stock will be sold by the Company for use in the Plan at a
per-share price less than the par value of the shares.
9
<PAGE>
OPTIONAL CASH PAYMENTS
How the Cash Payment Option Works
An optional cash payment may be made by a participant when enrolling in the
Plan by sending a check or money order (payable to Harris Trust and Savings
Bank) to the Bank with an Authorization Form (or an Employee Investment
Authorization Form in the case of an employee). Once enrolled, the participant
may use forms supplied by the Bank with each statement of account to make
additional cash payments. Optional cash payments, if made, need not be in the
same amount each time.
Optional cash payments received from participants in any month will be applied
by Harris Bank to the purchase of additional shares of Common Stock on or as
soon as practicable after the Investment Date following the receipt of such
payments. Optional cash payments must be received by the Bank at least one
business day prior to the applicable Investment Date. Any optional cash
payments received on or after a monthly Investment Date will be held until the
next succeeding monthly Investment Date. NO INTEREST WILL BE PAID BY QUAKER OR
THE BANK ON OPTIONAL CASH PAYMENTS. THEREFORE, OPTIONAL CASH PAYMENTS SHOULD
BE SENT SO AS TO REACH THE BANK SHORTLY BEFORE THE MONTHLY DEADLINE.
PARTICIPANTS SHOULD ALLOW ADEQUATE TIME FOR MAILING.
Limitations on Amount of Payments
Each optional cash payment by a shareholder participant must be at least $10,
and the total of such payments may not exceed $30,000 during any calendar
year. In the case of an employee participant, the combined total of all
amounts deducted from the employee's pay and all optional cash payments made
by such employee shall not exceed $30,000 during any calendar year.
Harris Bank will acknowledge receipt of all optional cash payments. In the
case of a nominee who holds Common Stock for more than one beneficial owner,
optional cash payments of more than $30,000 may be made, provided such nominee
certifies to the Bank and the Company, accompanied by such documentation as
the Company shall require, that each beneficial owner is not making optional
cash payments in excess of the above limitation.
Return of Uninvested Optional Cash Payments
A participant may, without terminating participation in the Plan, obtain the
return of any uninvested optional cash payment upon written request received
by Harris Bank at least two business days prior to the applicable Investment
Date.
REPORTS TO PARTICIPANTS
Harris Bank will maintain an account for each participant. However, in the
case of an employee participant who is both a shareholder of record and a
participant through payroll deductions, the Bank will maintain separate
accounts and will issue an individual statement for each account. All shares
of Common Stock (including any fractional share interest, computed to four
decimal places) purchased for a participant under the Plan will be credited to
his or her account(s).
Each participant in the Plan will receive a quarterly statement of his or her
account from Harris Bank as soon as practicable following each dividend
payment date. The Bank will also furnish a participant with an account
statement as soon as practicable following the investment of any optional cash
payment. Investment of
10
<PAGE>
funds from payroll deductions will be reflected in quarterly statements to
employee participants. THESE ACCOUNT STATEMENTS ARE THE PARTICIPANT'S
CONTINUING RECORD OF CURRENT ACTIVITY AND THE COST OF SHARES PURCHASED AND
SHOULD BE RETAINED FOR TAX PURPOSES.
In addition, each participant will receive copies of other communications sent
to holders of the Company's Common Stock, including the Company's Annual and
Interim Reports, the Notice of Annual Meeting and Proxy Statement, and the
information needed for reporting dividend income for Federal income tax
purposes.
CERTIFICATES FOR SHARES
Shares Held by Harris Bank
Certificates for shares of Common Stock purchased under the Plan will not be
issued to a participant unless requested by the participant or until his or
her account is terminated. The number of shares credited to a participant's
account under the Plan will be shown on each account statement mailed to the
participant. While in the custody of Harris Bank, shares of Common Stock
purchased under the Plan will be registered in the name of the Bank or one of
its nominees. This convenience protects against loss, theft or destruction of
stock certificates.
At any time a participant may, without terminating participation in the Plan,
request in writing that Harris Bank issue a certificate for all or part of the
whole shares credited to his or her Plan account. Any remaining whole shares
and fractional share interest will continue to be credited to the
participant's account.
Certificates or script for fractional share interests will not be issued under
any circumstances.
Issuance of Certificates or Sale of Shares on Withdrawal from Plan
A participant may at any time request withdrawal or sale of the shares from
the participant's account by notifying the Bank in writing. When a participant
withdraws from the Plan, or upon termination of the Plan by the Company, any
uninvested optional cash payment and payroll deduction will be returned,
certificates for whole shares credited to a participant's account under the
Plan will be issued, and a cash payment will be made for any fractional share.
The cash payment for the fractional share will be based on the current market
price at the time of the withdrawal or termination.
Generally, it will require ten days to two weeks from the time notice of
withdrawal from the Plan is received by Harris Bank or the Company until share
certificates are mailed to a participant. If the notice is received between
the record date for a dividend and a dividend payment date, share certificates
(including the reinvested dividend) will be mailed as soon as practicable
after the dividend payment date.
Upon withdrawal from the Plan, a participant may request Harris Bank to sell
all or a part of the whole shares of Common Stock credited to his or her
account under the Plan and to remit to the participant the proceeds of such
sale, less any applicable brokerage commissions, service charges and transfer
taxes. Sale requests may be accumulated by the Bank. The sale of shares on
behalf of a participant who withdraws from the Plan will be effected as soon
as practicable, generally within ten trading days after the Bank's receipt of
the request to sell. If the request is received between the record date for a
dividend and a dividend payment date, the sale of shares will be effected as
soon as practicable after the dividend payment date.
11
<PAGE>
Name in Which Certificates Will Be Issued
Shareholder participants' accounts under the Plan will be maintained in the
names in which certificates for shares of Common Stock of such participants
are registered at the time they enter the Plan. The account of an employee
participating in the Plan will be maintained in his or her name, unless
instructed otherwise on an Employee Investment Authorization Form (e.g., the
account may be established in the joint names of the employee and such other
person or persons as he or she may designate, such as his or her spouse or
children). Certificates for whole shares, when issued, will be registered in
the names in which accounts under the Plan are maintained.
Should a participant want such shares registered in any other name upon the
withdrawal of the shares from the Plan, the participant must so indicate in
his or her request to Harris Bank. In the event of such a request, the
participant will be responsible for any transfer taxes that may be due and for
compliance with any applicable transfer requirements.
No Transfer of Shares Held in Plan
Shares of Common Stock credited to the account of a participant under the Plan
may not be assigned, pledged as collateral or otherwise transferred. A
participant who wishes to assign, pledge or otherwise transfer such shares
must request that a certificate for such shares be issued in his or her name.
OTHER INFORMATION
Sale or Transfer of Registered Shares
At any time a participant may, without terminating participation in the Plan,
request in writing that Harris Bank sell all or part of the whole shares
credited to his or her Plan account. Any remaining whole shares and fractional
share interest will continue to be credited to the participant's account.
If a participant sells all the shares of Common Stock registered in his or her
name, but retains shares in the Plan, Harris Bank will continue to reinvest
the cash dividends on shares in the Plan, subject to a participant's right to
withdraw from the Plan at any time.
If a shareholder participant who has selected the Partial Dividend
Reinvestment option disposes of a portion of the shares registered in his or
her name, to the extent that such participant has registered in his or her
name fewer shares than the number of shares designated as participating in the
Plan, dividends on all shares remaining in the name of the participant will be
reinvested under the Plan. If such participant subsequently acquires
additional shares registered in his or her name, such additional shares shall
be deemed to participate in the Plan until the number of shares equals the
number of shares designated as participating in the Plan on the participant's
then current Authorization Form.
Securities of Another Issuer and Rights Offerings
In the event of any distribution of securities of another issuer by the
Company, each participant will be entitled to receive such rights or
securities based upon his or her total holdings of whole shares of Common
Stock, including whole shares credited to his or her account under the Plan.
Rights which are applicable to shares credited to a participant's account
under the Plan will be sold by Harris Bank, and the net proceeds will be used
to purchase shares on the first business day of the following month. Any
participant who desires to personally receive such rights must request, at
least five business days
12
<PAGE>
prior to the record date for the issuance of any such rights that the whole
shares of Common Stock credited to the participant's account be registered in
the participant's name.
Stock Dividends, Stock Splits and Stock Split-ups
Any stock dividends, stock splits or stock split-ups distributed by the
Company on shares of Common Stock credited to the account of a participant
under the Plan will be added to the participant's Plan account. Stock
dividends, split shares or stock split-ups distributed on shares registered in
the name of a participant will be mailed directly to the participant in the
same manner as to shareholders who are not participating in the Plan.
Voting of Shares Held in Plan
If a participant holds certificates for shares of Common Stock, the
participant will be sent a proxy card in connection with any annual or special
shareholders meeting. This proxy will apply to all shares registered in the
participant's name and to all whole shares credited to the participant's
account under the Plan. If the participant does not hold certificates for
shares, the participant will receive a proxy card on which to indicate how the
shares held by Harris Bank in the participant's Plan account are to be voted.
Fractional shares will not be voted.
If the proxy card is signed and returned and no voting instructions are given
with respect to any item on a properly issued card, all of the participant's
shares of Common Stock covered by such proxy card will be voted in accordance
with the recommendations of the Company's Board of Directors. If the card is
not returned or is returned unsigned, the participant's shares will not be
voted.
Whole shares of Common Stock held under the Plan by a participant may be voted
at the meeting by the participant by obtaining a proxy from Harris Bank at
least five business days prior to the date of the meeting.
Responsibilities of the Company and the Bank Under the Plan
The Company reserves the right, acting in good faith, to interpret and
regulate the Plan as deemed necessary or desirable in connection with the
Plan's operation.
Neither the Company nor Harris Bank will be liable in connection with the
interpretation, regulation or administration of the Plan for any act done in
good faith or for any good faith omission to act, including, without
limitation, any claim of liability arising out of failure to terminate a
participant's account upon such participant's death prior to receipt of notice
in writing of such death.
Amendment or Termination by the Company
The Company reserves the right to suspend, modify or terminate the Plan at any
time. All participants will be notified of any suspension, termination or
significant modification of the Plan within a reasonable time prior to such
change.
TAX CONSIDERATIONS
DIVIDEND REINVESTMENT FEATURE
Under the Plan, cash dividends otherwise payable to a participant may be
reinvested in Common Stock at a defined average market price of the shares.
See page 9, "Share Purchase Prices."
13
<PAGE>
When Harris Bank as Plan Administrator acquires shares from the Company, the
participant must include in gross income an amount equal to the reinvested
dividends, and that amount will be the shareholder's tax basis for those
shares.
In the event Harris Bank purchases Plan shares on the open market, a
participant must include in gross income an amount equal to the actual
purchase price of the shares, which is equal to the reinvested dividends, plus
that portion of the brokerage fee, paid by the Company, which is attributable
to the purchase of the participant's shares, and the participant's tax basis
for such shares will be that amount.
OPTIONAL CASH PAYMENT AND PAYROLL DEDUCTION FEATURES
In the case of shares purchased from the Company with optional cash payments
and amounts deducted from an employee's pay, the shareholder's tax basis for
such shares will be the number of shares purchased, multiplied by the average
of the high and low sales prices of the Common Stock on the Investment Date
(defined, with respect to optional cash payments, as the first business day of
each month, and, with respect to amounts deducted from employee participants'
pay, as a date on which the shares are actually purchased). See page 9,
"Purchases of Shares."
In the event Harris Bank purchases Plan shares on the open market, the
participant's tax basis for such shares will be the actual purchase price of
the shares, which is equal to the optional cash payments and amounts deducted
from the employee's pay, plus that portion of the brokerage fee, paid by the
Company, which is attributable to the purchase of the participant's shares.
FOREIGN SHAREHOLDERS
Any foreign shareholders who elect to participate in the Plan and whose
dividends are subject to United States income tax withholding will have the
withheld amounts deducted before the dividends are used to purchase shares
under the Plan.
GENERAL INFORMATION
The brokerage fee attributable to the participant's shares and paid by the
Company will constitute taxable income to the participant.
The holding period for shares acquired under the Plan will begin the day after
the applicable Investment Date.
No taxable income is realized when a participant withdraws shares purchased
under the Plan. However, a participant will recognize a taxable gain or loss
when whole shares acquired under the Plan are sold by Harris Bank upon the
participant's withdrawal from the Plan or upon sale of the shares by the
participant. A participant will also recognize a taxable gain or loss when the
participant receives a cash payment for a fractional share credited to his or
her Plan account. The amount of such gain or loss will be the difference
between the amount which the participant receives for his or her whole shares
or fractional share and the tax basis thereof.
Participants and prospective participants should consult their own tax
advisors concerning Federal income tax consequences of participation in the
Plan. They should also obtain information concerning any applicable state,
foreign, or local taxes.
14
<PAGE>
USE OF PROCEEDS
The net proceeds from the sale of Common Stock offered under the Plan will be
used for general corporate purposes, including capital expenditures. The
Company has no basis for estimating either the number of shares of Common
Stock that will be sold under the Plan or the prices at which such shares will
be sold.
EXPERTS
The financial statements and schedules incorporated by reference in this
Prospectus and elsewhere in the Registration Statement have been examined by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
LEGALITY
R. Thomas Howell, Jr., Vice President--General Corporate Counsel and Corporate
Secretary of the Company, who rendered an opinion on the validity of the
securities offered pursuant to the Plan, owned 66,798 shares of Common Stock
(including 1,047 shares of Common Stock based on the conversion of 485 shares
of Series B ESOP Convertible Preferred Stock at the conversion rate of 2.16)
and had options to purchase 149,628 shares of Common Stock as of September 28,
1995 (the date of such opinion).
INDEMNIFICATION
The Registrant's Bylaws and Section 14A:3-5 of the New Jersey Business
Corporation Act provides for indemnification of the Company's directors and
officers in a variety of circumstances, which may include liabilities under
the Securities Act of 1933. In addition, the Company has purchased insurance
permitted by New Jersey on behalf of directors, officers, employees or agents
which may cover liabilities under the Securities Act of 1933. The registrant
has also entered into agreements with its directors which may provide
indemnification for liabilities under the Securities Act of 1933.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.
THIS DOCUMENT IS
PRINTED ON LOGO
RECYCLED PAPER
15
<PAGE>
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- - --------------------------------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Documents Incorporated by Reference and Available Information.............. 2
The Company................................................................ 2
Description of the Plan.................................................... 3
Purpose.................................................................. 3
Advantages............................................................... 3
Administration........................................................... 4
Participation by Shareholders of Record.................................. 5
Participation by Eligible Employees...................................... 7
Costs.................................................................... 8
Purchases of Shares...................................................... 9
Share Purchase Prices.................................................... 9
Optional Cash Payments................................................... 10
Reports to Participants.................................................. 10
Certificates for Shares.................................................. 11
Other Information........................................................ 12
Tax Considerations......................................................... 13
Use of Proceeds............................................................ 15
Experts.................................................................... 15
Legality................................................................... 15
Indemnification............................................................ 15
</TABLE>
----------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESEN-
TATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION WITH THE
OFFER CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPA-
NY. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES IMPLY
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS DATE.
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
THE QUAKER OATS COMPANY
Dividend
Reinvestment
and
Stock Purchase
Plan
LOGO
September 28, 1995
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
QO-6155
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
<TABLE>
<S> <C>
Registration fees................................................. $34,138
Printing expenses................................................. $10,000
Legal fees........................................................ $ 5,000
Accounting fees and expenses...................................... $ 1,500
Blue Sky fees and expenses........................................ $ 1,000
Miscellaneous..................................................... $ 1,000
Total......................................................... $52,638
</TABLE>
- - --------
*All amounts are estimated except for registration fees.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The registrant's Bylaws and Section 14A:3-5 of the New Jersey Business
Corporation Act provide for limitation of liability and indemnification of the
registrant's directors and officers in a variety of circumstances, which may
include liabilities under the Securities Act of 1933. In addition, the
registrant has purchased insurance permitted by New Jersey on behalf of
directors, officers, employees or agents which may cover liabilities under the
Securities Act of 1933. The registrant has also entered into agreements with
its directors which may provide indemnification for liabilities under the
Securities Act of 1933.
ITEM 16. EXHIBITS.
<TABLE>
<C> <C> <S> <C>
4(a) -- Restated Certificate of Incorporation (as of November 9,
1994) (incorporated by reference to registrant's Form
10-K for the fiscal year ended June 30, 1995, file num-
ber 1-12)
4(b) -- Bylaws of The Quaker Oats Company (as amended January
11, 1995) (incorporated by reference to registrant's
Form 10-K for the fiscal year ended June 30, 1995, file
number
1-12)
4(c) -- Amended and Restated Rights Agreement as amended and re-
stated as of July 12, 1989 (incorporated by reference to
registrant's Registration Statement on Form 8-A, file
number 1-12)
5 -- Opinion of R. Thomas Howell, Jr., Vice President--Gen-
eral Corporate Counsel and Corporate Secretary of the
Registrant as to the legality of the securities being
registered
23(a) -- Consent of Arthur Andersen LLP, Independent Certified
Public Accountants
23(b) -- Consent of R. Thomas Howell, Jr., Vice President--Gen-
eral Corporate Counsel and Corporate Secretary of the
Registrant (included in Exhibit 5)
24 -- Powers of Attorney
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
II-1
<PAGE>
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 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.
II-2
<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 REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF CHICAGO, STATE OF ILLINOIS, ON SEPTEMBER 28, 1995.
The Quaker Oats Company
William D. Smithburg*
By: _________________________________
William D. Smithburg,
Chairman and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW ON THE 28TH DAY OF SEPTEMBER
1995, BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE
CAPACITIES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
William D. Smithburg* Chairman and Chief Executive Officer and
___________________________________________ Director
William D. Smithburg
Robert S. Thomason* Senior Vice President and Chief Financial
___________________________________________ Officer
Robert S. Thomason
Thomas L. Gettings* Vice President and Corporate Controller
___________________________________________
Thomas L. Gettings
Frank C. Carlucci* Director
___________________________________________
Frank C. Carlucci
Silas S. Cathcart* Director
___________________________________________
Silas S. Cathcart
Kenneth I. Chenault* Director
___________________________________________
Kenneth I. Chenault
Judy C. Lewent* Director
___________________________________________
Judy C. Lewent
Vernon R. Loucks, Jr.* Director
___________________________________________
Vernon R. Loucks, Jr.
Thomas C. Macavoy* Director
___________________________________________
Thomas C. Macavoy
Philip A. Marineau* Director
___________________________________________
Philip A. Marineau
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
Luther C. McKinney* Director
___________________________________________
Luther C. McKinney
Gertrude G. Michelson* Director
___________________________________________
Gertrude G. Michelson
Walter J. Salmon* Director
___________________________________________
Walter J. Salmon
William L. Weiss* Director
___________________________________________
William L. Weiss
</TABLE>
/s/ R. Thomas Howell, Jr.
*By: ________________________________
R. Thomas Howell, Jr.
Attorney-in-Fact
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX PAPER (P),
ELECTRONIC (E) OR
EXHIBIT INCORPORATED BY
NO. DESCRIPTION REFERENCE (IBRF)
- - ------- ----------------------------------------------------------------- ----------------
<C> <S> <C>
4(a) --Restated Certificate of Incorporation (as of Novenber 9, 1994) IBRF
(incorporated by reference to registrant's Form 10-K for the
fiscal year ended June 30, 1995, file number 1-12)
4(b) --Bylaws of The Quaker Oats Company (as amended January 11, 1995) IBRF
(incorporated by reference to registrant's Form 10-K for the
fiscal year ended June 30, 1995, file number 1-12)
4(c) --Amended and Restated Rights Agreement, as amended and restated IBRF
as of July 12, 1989 (incorporated by reference to registrant's
Registration Statement on Form 8-A, file number 1-12)
5 --Opinion of R. Thomas Howell, Jr., Vice President--General E
Corporate Counsel and Corporate Secretary of the Registrant, as
to the legality of the securities being registered
23(a) --Consent of Arthur Andersen LLP, Independent Certified Public E
Accountants
23(b) --Consent of R. Thomas Howell, Jr., Vice President--General E
Corporate Counsel and Corporate Secretary of the Registrant
(included in Exhibit 5)
24 --Powers of Attorney E
</TABLE>
<PAGE>
Exhibit 5
September 28, 1995
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, NW
Washington, DC 20549
Re: REGISTRATION STATEMENT ON FORM S-3
COVERING 3,000,000 SHARES OF COMMON STOCK,
$5.00 PAR VALUE, OF THE QUAKER OATS COMPANY
-------------------------------------------
Gentlemen:
This is in reference to the proposed registration by The Quaker Oats
Company ("the Company") of 3,000,000 Shares of its Common Stock, $5.00 par
value per share, on Form S-3.
Based upon my general familiarity with the properties and affairs of
the Company and the examination by me of those records I deemed necessary, I am
of the opinion that:
1. The Company is duly organized and validly existing under the laws of
the State of New Jersey; and
2. All necessary corporate action and proceedings were taken to authorize
the issuance of the aforesaid shares and such shares, upon issuance
and receipt by the Company of a purchase price in excess of par value,
shall be validly issued, fully paid and non-assessable shares of stock
of the Company.
I hereby consent to the use of this opinion in the above-referenced
Registration Statement and to the reference to me under "legality" in the
Prospectus included as part thereof.
Very truly yours,
R. Thomas Howell, Jr.
Vice President - General Corporate
Counsel and Corporate Secretary
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated August 1, 1995,
incorporated by reference in The Quaker Oats Company's Form 10-K for the year
ended June 30, 1995, and all references to our Firm included in this
registration statement.
Arthur Andersen LLP
Chicago, Illinois
September 25, 1995
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and
officers of The Quaker Oats Company (the "Company") hereby constitute and
appoint William D. Smithburg, R. Thomas Howell, Jr., and Gerald A. Cassioppi and
each of them, as true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for each of them and in each of their names,
places and steads, in any and all capacities, to sign a Form S-3 Registration
Statement under the Securities Act of 1933 registering up to 3,000,000 shares of
common stock ($5.00 par value) of the Company for issuance pursuant to the
Company's Dividend Reinvestment and Stock Purchase Plan, and each Amendment to
such Registration Statement (including Post-Effective Amendments), and to file
the Registration Statement and all Amendments thereto, together with all
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, hereby granting unto said attorneys-in-fact and each of
them full power and authority to do and perform any and all acts and things
desirable or necessary to be done in and about the premises in connection with
the above (including registration or qualification of the common stock under the
securities laws of the various states), as fully to all intents and purposes as
each of them might do in person, hereby ratifying and confirming all that said
attorneys-in-fact or any of them may lawfully do or cause to be done by virtue
hereof.
Dated: September 13, 1995
SIGNATURE TITLE
--------- -----
/s/ WILLIAM D. SMITHBURG Chairman and Chief Executive Officer and Director
------------------------
William D. Smithburg
/s/ ROBERT S. THOMASON Senior Vice President and Chief Financial Officer
------------------------
Robert S. Thomason
/s/ THOMAS L. GETTINGS Vice President and Corporate Controller
------------------------
Thomas L. Gettings
/s/ FRANK C. CARLUCCI Director
------------------------
Frank C. Carlucci
/s/ SILAS S. CATHCART Director
------------------------
Silas S. Cathcart
/s/ KENNETH I. CHENAULT Director
------------------------
Kenneth I. Chenault
/s/ JUDY C. LEWENT Director
------------------------
Judy C. Lewent
/s/ VERNON R. LOUCKS, JR. Director
------------------------
Vernon R. Loucks, Jr.
/s/ THOMAS C. MACAVOY Director
------------------------
Thomas C. MacAvoy
/s/ PHILIP A. MARINEAU Director
------------------------
Philip A. Marineau
<PAGE>
/s/ LUTHER C. MCKINNEY Director
-------------------------
Luther C. McKinney
/s/ GERTRUDE G. MICHELSON Director
-------------------------
Gertrude G. Michelson
/s/ WALTER J. SALMON Director
-------------------------
Walter J. Salmon
/s/ WILLIAM L. WEISS Director
-------------------------
William L. Weiss
