<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 1997
REGISTRATION NO. 333-
================================================================================
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
RAYTHEON COMPANY
(Exact name of Registrant as specified in its charter)
DELAWARE 04-1760395
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
_______________________
141 SPRING STREET, LEXINGTON, MASSACHUSETTS 02173
(617) 862-6600
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
_______________________
THOMAS D. HYDE, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
RAYTHEON COMPANY
141 SPRING STREET
LEXINGTON, MASSACHUSETTS 02173
(617) 862-6600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications to:
ADAM O. EMMERICH, ESQ. KRIS F. HEINZELMAN, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ CRAVATH, SWAINE & MOORE
51 WEST 52ND STREET 825 EIGHTH AVENUE
NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10019
(212) 403-1000 (212) 474-1000
_______________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: FROM TIME TO
TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT AS DETERMINED BY
MARKET CONDITIONS.
_______________________
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If the delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT (1) OFFERING PRICE(1)(2) FEE (3)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities (5)(8).......................... (4) (4) (4) (4)
Preferred Stock, no par value (6)(8)............ (4) (4) (4) (4)
Common Stock, par value $1.00 per share (7)(8).. (4) (4) (4) (4)
Warrants (9).................................... (4) (4) (4) (4)
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Total:.......................................... $3,000,000,000(10) 100% $3,000,000,000(8) $909,091(3)
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(footnotes on next page)
</TABLE>
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT, THE PROSPECTUS INCLUDED IN THIS
REGISTRATION STATEMENT ALSO RELATES TO THE SECURITIES OF THE COMPANY PREVIOUSLY
REGISTERED UNDER THE COMPANY'S REGISTRATION STATEMENT ON FORM S-3 (NO. 33-
59241). THIS REGISTRATION STATEMENT CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1
TO THE COMPANY'S REGISTRATION STATEMENT ON FORM S-3 (NO. 33-59241).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
(footnotes from previous page)
_________________
(1) The proposed maximum per unit and aggregate offering prices per class of
security will be determined from time to time by the Registrant in
connection with the issuance by the Registrant of the securities registered
hereunder.
(2) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(o) under the Securities Act of 1933, as amended (the
"Securities Act").
(3) A filing fee of $301,724 was previously paid in connection with
registration statements filed earlier relating to the registration of an
aggregate of $875,000,000 of securities of the Company.
(4) Not required to be included in accordance with General Instruction II.D. of
Form S-3 under the Securities Act.
(5) Subject to note (10) below, there is being registered hereunder an
indeterminate principal amount of Debt Securities as may be sold, from time
to time, by the Registrant. If any Debt Securities are issued at an
original issue discount, then the offering price shall be in such greater
principal amount as shall result in an aggregate initial offering price not
to exceed $3,000,000,000 less the dollar amount of any securities
previously issued hereunder.
(6) Subject to note (10) below, there is being registered hereunder an
indeterminate number of shares of Preferred Stock of the Company as may be
sold from time to time.
(7) Subject to note (10) below, there is being registered hereunder an
indeterminate number of shares of Common Stock of the Company as may be
sold from time to time.
(8) Subject to note (10) below, there is being registered hereunder an
indeterminate principal amount of Debt Securities, and an indeterminate
number of shares of Preferred Stock and Common Stock of the Company, as
shall be issuable upon conversion or redemption, or upon the exercise of
Warrants of the Company registered hereunder of Debt Securities, Preferred
Stock or Common Stock of the Company, as the case may be, registered
hereunder.
(9) Subject to note (10) below, there is being registered hereunder an
indeterminate amount and number of Warrants of the Company, representing
rights to purchase certain of the Debt Securities, Preferred Stock or
Common Stock of the Company registered hereunder.
(10) In no event will the aggregate initial offering price of all securities
issued from time to time pursuant to this Registration Statement exceed
$3,000,000,000 or the equivalent thereof in one or more foreign currencies,
foreign currency units, or composite currencies. The aggregate amount of
Common Stock registered hereunder is further limited to that which is
permissible under Rule 415(a)(4) under the Securities Act. The securities
registered hereunder may be sold separately or as units with other
securities registered hereunder.
<PAGE>
Information contained herein is subject to completion or amendment. A
Registration Statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the Registration Statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, Dated May 23, 1997
PROSPECTUS
[LOGO] RAYTHEON
RAYTHEON COMPANY
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
WARRANTS
___________________
Raytheon Company (the "Company" or "Raytheon") may offer from time to time,
in one or more series, (i) unsecured senior debt securities (the "Senior Debt
Securities"), (ii) unsecured subordinated debt securities (the "Subordinated
Debt Securities" and, together with the Senior Debt Securities, the "Debt
Securities"), (iii) warrants to purchase Debt Securities (the "Debt Warrants"),
(iv) shares of serial preferred stock, without par value, in one or more series
("Preferred Stock"), (v) warrants to purchase shares of Preferred Stock (the
"Preferred Stock Warrants"), (vi) shares of common stock, $1.00 par value per
share ("Common Stock"), or (vii) warrants to purchase shares of Common Stock
(the "Common Stock Warrants"), in amounts, at prices, and on terms to be
determined by market conditions at the time of offering. The Debt Warrants,
Preferred Stock Warrants and Common Stock Warrants are referred to herein
collectively as the "Securities Warrants." The Debt Securities, Preferred Stock,
Common Stock and Securities Warrants are referred to herein collectively as the
"Offered Securities."
The specific terms of the Offered Securities with respect to which this
Prospectus is being delivered will be set forth in a supplement to this
Prospectus (a "Prospectus Supplement"), together with the terms of the offering
and sale of the Offered Securities, the initial offering price and the net
proceeds to the Company from the sale thereof. The Prospectus Supplement will
include, with regard to the particular Offered Securities, the following
information: (i) in the case of Debt Securities, the specific designation,
aggregate principal amount, ranking, authorized denomination, maturity, rate or
method of calculation of interest and dates for payment thereof, any terms for
optional or mandatory redemption or payment of additional amounts or any sinking
fund provisions, any index or formula for determining the amount of any
principal, premium, or interest fund provisions, the currency or currency unit
in which principal, premium, or interest is payable, whether the securities are
issuable in registered form or in the form of global securities and any
provisions for the conversion or exchange of such Debt Securities; (ii) in the
case of Preferred Stock, the designation, number of shares, liquidation
preference per share, initial public offering price, dividend rate (or method of
calculation thereof), dates on which dividends shall be payable and dates from
which dividends shall accrue, any redemption or sinking fund provisions and any
conversion or exchange provisions; (iii) in the case of Common Stock, the number
of shares; (iv) in the case of Securities Warrants, the duration, offering
price, exercise price and detachability; and (v) in the case of all Offered
Securities, whether such Offered Securities will be offered separately or as a
unit with other Offered Securities. The Prospectus Supplement also will contain
information, where applicable, about material United States federal income tax
considerations relating to, and any listing on a securities exchange of, the
Offered Securities covered by such Prospectus Supplement.
The Company's Common Stock is listed on the New York Stock Exchange, the
Chicago Stock Exchange and the Pacific Stock Exchange. Any Common Stock offered
hereby will be listed, subject to notice of issuance, on such exchanges.
The Debt Securities of any series may be issued with Securities Warrants. The
Debt Securities may be Senior Debt Securities or Subordinated Debt Securities.
The Senior Debt Securities, when issued, will rank on a parity with all the
unsecured and unsubordinated indebtedness of the Company, and the Subordinated
Debt Securities, when issued, will be subordinated in right of payment to all
obligations of the Company to its other creditors, except obligations ranking on
a parity with or junior to the Subordinated Debt Securities. See "Description of
Debt Securities - Subordination of Subordinated Debt Securities."
The Offered Securities may be sold directly by the Company, through agents
designated from time to time or to or through underwriters or dealers. See "Plan
of Distribution." If any agents of the Company, underwriters or dealers are
involved in the sale of any Offered Securities in respect of which this
Prospectus is being delivered, the names of such agents, underwriters or dealers
and any applicable commissions or discounts and the net proceeds to the Company
will be set forth in a Prospectus Supplement.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
____________________
The date of this Prospectus is May 23, 1997.
<PAGE>
(CONTINUED FROM COVER PAGE)
The Offered Securities may be issued in one or more series or issuances and
will be limited to $3,000,000,000 in aggregate public offering price (or its
equivalent, based on the applicable exchange rate, to the extent Debt Securities
are issued for one or more foreign currencies or currency units). The Offered
Securities may be sold for U.S. dollars, or any foreign currency or currencies
or currency units, and the principal of, any premium on, and any interest on,
the Debt Securities may be payable in U.S. dollars, or any foreign currency or
currencies or currency units.
The Offered Securities may be offered separately or as units with other
Offered Securities, in separate series in amounts, at prices and on terms to be
determined at or prior to the time of sale. The sale of other securities under
the Registration Statement of which this Prospectus forms a part or under a
Registration Statement to which this Prospectus relates will reduce the amount
of Offered Securities which may be sold hereunder.
i
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AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files periodic reports and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy statements and other
information concerning the Company may be inspected and copies may be obtained
(at prescribed rates) at the Commission's Public Reference Section, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, at the web site
(http://www.sec.gov) maintained by the Commission and at the Commission's
Regional Offices located at Seven World Trade Center, 13th Floor, New York, New
York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. The Company's Common Stock is listed on the New York, Chicago
and Pacific Stock Exchanges, where reports, proxy statements and other
information concerning the Company can also be inspected. The offices of the New
York Stock Exchange are located at 20 Broad Street, New York, New York 10005.
The Company has filed a registration statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with the Commission with respect to the Offered Securities.
As permitted by the rules and regulations of the Commission, this Prospectus
omits certain information contained in the Registration Statement. For further
information with respect to the Company and the Offered Securities, reference is
hereby made to such Registration Statement, including the exhibits filed as a
part thereof. Statements contained in this Prospectus concerning the provisions
of certain documents filed with, or incorporated by reference in, the
Registration Statement are not necessarily complete, each such statement being
qualified in all respects by such reference. Copies of all or any part of the
Registration Statement, including the documents incorporated by reference
therein or exhibits thereto, may be obtained upon payment of the prescribed
rates at the offices of the Commission set forth above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company pursuant
to the Exchange Act are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(b) The Company's Current Reports on Form 8-K dated January 6, 1997 and
January 17, 1997; and
(c) The Company's Current Report on Form 8-K dated May 23, 1997, which
includes:
(i) The audited statement of assets to be acquired and liabilities to
be assumed of the Defense Business of Texas Instruments (as defined below)
as of December 31, 1996 and December 31, 1995 and the related statements of
income and cash flows for each of the three years in the period ended
December 31, 1996.
(ii) The audited combined balance sheet of the A&D Business of HEC (as
defined below) as of December 31, 1996 and December 31, 1995 and the
related combined statements of earnings and parent company's net investment
and combined statement of cash flows for each of the three years in the
period ended December 31, 1996.
(iii) Raytheon Company pro forma condensed combined statement of
financial condition at March 30, 1997, and pro forma condensed combined
statements of earnings for the twelve months ended December 31, 1996 and
for the three months ended March 30, 1997, reflecting both the Acquisition
(as defined below) and the Merger (as defined below).
(iv) The unaudited statements of assets to be acquired and liabilities
to be assumed of the Defense Business of Texas Instruments as of March 31,
1997 and the related statements of income cash flows for each of the three
months ended March 31, 1997 and March 31, 1996.
(v) The unaudited combined balance sheet of the A&D Business of HEC
as of March 31, 1997 and December 31, 1996, and the related combined
statement of income and Parent Company's net investment and combined
statement of cash flows for the three months ended March 31, 1997 and March
31, 1996.
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<PAGE>
All 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 Offered Securities shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing such documents. Any statement contained herein or in a document,
all or a portion of which is incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document or portion thereof 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 this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a Prospectus is delivered, on written or oral request
of such person, a copy of any or all of the documents incorporated by reference
herein (other than exhibits to such documents unless such exhibits are
incorporated by reference into such documents). Such written requests should be
addressed to: Secretary, Raytheon Company, 141 Spring Street, Lexington,
Massachusetts 02173. Telephone requests may be directed to the Secretary at
(617) 862-6600.
THE COMPANY
Raytheon is an international, high technology company which operates in
four businesses: commercial and defense electronics, engineering and
construction, aircraft and major appliances. Historically, the Company's
principal business has been the design, manufacture and servicing of advanced
electronic devices, equipment and systems for government and commercial use, and
Raytheon remains a significant defense contractor in the United States.
In the past year, as a result of the increasing consolidation in the
defense industry, Raytheon has taken steps to strengthen its position as a
competitive defense contractor in the United States. Currently, Raytheon's
defense electronics business includes Raytheon Electronics Systems, which is a
major provider of ground-based air defense systems, air intercept missiles,
ground-based and shipboard radars, military communications systems, and naval
combat control, sonar and minehunting systems, as well as Raytheon E-Systems,
which is a leader in defense systems integration and provides reconnaissance and
surveillance, command, control, communications and intelligence systems, mass
data collection, interpretation and dissemination, specialized aircraft
modification services and ship-board and airborne countermeasures systems to a
wide variety of customers worldwide. In addition, during 1997 Raytheon plans to
consummate the Acquisition of the defense business of Texas Instruments
Incorporated ("Texas Instruments") and the Merger of Raytheon with the aerospace
and defense business (the "A&D Business") of Hughes Electronics Corporation
("HEC").
Raytheon Engineers & Constructors is one of the largest engineering,
construction, and operations and maintenance organizations in the world.
Raytheon Aircraft is the world leader in general aviation, offering the most
extensive product line in the industry. Raytheon Appliances markets some of the
finest brand names in appliances, including Amana refrigerators, microwave
ovens, cooking surfaces and washer and dryers as well as Speed Queen, Huebsch
and UniMac commercial laundry equipment.
The address of the principal executive office of the Company is 141 Spring
Street, Lexington, Massachusetts 02173. The telephone number of the Company is
(617) 862-6600.
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<PAGE>
THE ACQUISITION
On January 6, 1997, the Company entered into an Asset Purchase Agreement
with Texas Instruments, pursuant to which the Company agreed to purchase
substantially all of the assets of, and to assume substantially all of the
liabilities related to, the Defense Systems and Electronics Business (the
"Defense Business") of Texas Instruments (the "Acquisition") for an aggregate
amount of $2.875 billion in cash, subject to adjustment for certain changes in
the net assets of the Defense Business between September 30, 1996 and the
closing date of the purchase. In addition, the Company agreed to pay $75
million in respect of a certain related assignment and license of certain
related intellectual property. The Defense Business is a leader in precision-
guided munitions and Long Range Precision Strike programs, and has strong
positions in P-3 and S-3 ocean surveillance, F-22 airborne radars, and the
LANTIRN terrain-following radar. The Defense Business also produces electro-
optics products. The Acquisition is subject to Hart-Scott-Rodino antitrust
review and is expected to close in the second quarter of 1997.
THE MERGER
On January 16, 1997, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") with HE Holdings, Inc. ("Hughes"), a Delaware
corporation and an indirect, wholly owned subsidiary of General Motors
Corporation, a Delaware corporation ("GM"), pursuant to which the Company agreed
to merge with and into Hughes (the "Merger"), with the combined company to be
called Raytheon Company.
Immediately prior to the consummation of the Merger, Hughes will be spun
off to the holders of GM's $1-2/3 and Class H common stocks in a transaction
intended to be tax-free to Hughes, GM and such holders. Immediately prior to
the spin-off, GM will consummate a series of transactions such that, at the time
of the spin-off, Hughes will consist of the A&D Business of HEC, the parent
corporation of Hughes. In connection with the spin-off and the Merger, two
classes of common stock will be created: Class A common stock, which will be
held by GM's $1-2/3 and Class H stockholders after the spin-off; and Class B
common stock.
Immediately following the spin-off of Hughes, Raytheon and Hughes will
consummate the Merger. In the Merger, Raytheon's stockholders will receive Class
B common stock. The Class B common stock will represent approximately 70 percent
of the equity of the combined company, and the Class A common stock will
represent the remaining approximately 30 percent of the equity.
The Merger Agreement provides that Hughes' total debt as of the time of the
Merger will be adjusted to reflect variations in the market price of Raytheon
stock, subject to specified limits. Prior to the Merger, the Company has agreed
that Hughes may borrow, and become liable to repay, up to approximately $4.4
billion, which amount will be contributed by Hughes to a subsidiary of Hughes
the stock of which will then be distributed to GM and/or used by Hughes to repay
indebtedness to other GM subsidiaries. Accordingly, the proceeds of such loan
will not be assets of Hughes as of the time of the Merger. The actual amount
that may be so applied will be determined by subtracting from $9.5 billion any
other outstanding debt of Hughes as of the Effective Time and the product of (x)
the number of shares of Class A common stock to be issued to GM's $1-2/3 and
Class H stockholders (102,630,503 shares) and (y) the average closing market
price of the Common Stock during the 30-day period ending on the fifth day prior
to consummation of the Merger; provided that in the event such average price is
less than $44.42, it will be deemed to be $44.42, and in the event such price is
more than $54.29, it shall be deemed to be $54.29. Based upon the midpoint of
this range, the 102,630,503 shares to be distributed to GM stockholders will
have a value of approximately $5.1 billion. The balance of the $9.5 billion
transaction value would then be made up of approximately $4.4 billion in Hughes
debt. In the event that the average stock price is $44.42 or less, the amount of
the Hughes debt would be approximately $4.9 billion;
-4-
<PAGE>
in the event the average stock price is $54.29 or more, the amount of Hughes
debt would be approximately $3.9 billion. Such debt would become a liability of
the combined company following the Merger.
The transaction is subject to, among other things, approval by Raytheon's
stockholders, certain regulatory approvals (including Hart-Scott-Rodino
antitrust review), approval of the spin-off and related transactions by the
holders of GM's $1-2/3 and Class H common stocks, and the receipt by GM of
rulings from the Internal Revenue Service relating to certain U.S. federal
income tax consequences of the transaction.
The A&D Business has approximately 40,000 employees, principally in the
states of California, Arizona, Indiana, Texas and Virginia. The A&D Business is
a major supplier of advanced defense electronics systems and services,
principally in naval systems, airborne and surface radars, air intercept
missiles, and training simulators and services. The A&D Business also supplies
air traffic control systems to the U.S. Federal Aviation Administration and to
foreign governments, and is active in the fields of global positioning systems
and infrared/electro-optics.
The A&D Business is also the provider of tactical communications and
military radios, including the U.S. Army's Tactical Command and Control System,
AFATADS (Advanced Field Artillery Tactical Data Systems) and a wide array of
tactical radios. The A&D Business also provides trainers and simulators for
helicoptor and fixed-wing aircraft.
USE OF PROCEEDS
Unless otherwise provided in the applicable Prospectus Supplement, the net
proceeds from the sale of the Offered Securities will be used by the Company to
finance the Acquisition, including by refinancing commercial paper borrowings
and/or bank borrowings, with various maturities and bearing interest at various
rates, that may be incurred to finance the Acquisition or other capital
expenditures and working capital requirements and for other general corporate
purposes.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's consolidated ratios of
earnings to fixed charges for each of the Company's fiscal years 1996, 1995,
1994, 1993 and 1992:
FISCAL YEAR ENDED DECEMBER 31,
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
4.6 6.0 12.0 18.1 11.9
For purposes of computing the ratio of earnings to fixed charges, earnings
consist of net earnings, taxes on income and fixed charges (less capitalized
interest) and fixed charges consist of interest expense, amortization of debt
discount and expense, the portion of rents representative of an interest factor
and capitalized interest.
DESCRIPTION OF DEBT SECURITIES
The Senior Debt Securities are to be issued under an Indenture, dated as of
July 3, 1995 (the "Senior Indenture"), between the Company and The Bank of New
York, as trustee. The Subordinated
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<PAGE>
Debt Securities are to be issued under a second Indenture, dated as of July 3,
1995 (the "Subordinated Indenture"), also between the Company and The Bank of
New York, as trustee. Copies of the Senior Indenture and the Subordinated
Indenture have been filed with the Commission and are incorporated by reference
as exhibits to the Registration Statement. The Senior Indenture and the
Subordinated Indenture are sometimes referred to collectively as the
"Indentures." The Bank of New York is hereinafter referred to as the "Senior
Debt Trustee" when referring to it in its capacity as trustee under the Senior
Indenture, as the "Subordinated Debt Trustee" when referring to it in its
capacity as trustee under the Subordinated Indenture, and as the "Debt Trustee"
when referring to it in its capacity as trustee under both of the Indentures.
The following summaries of certain provisions of the Senior Debt Securities, the
Subordinated Debt Securities and the Indentures do not purport to be complete
and are subject to and are qualified in their entirety by reference to all the
provisions of the Indenture applicable to a particular series of Debt Securities
(the "Applicable Indenture"), including the definitions therein of certain
terms. Wherever particular Sections, Articles or defined terms of the Applicable
Indenture are referred to, it is intended that such Sections, Articles or
defined terms shall be incorporated herein by reference. Article and Section
references used herein are references to the Applicable Indenture. Capitalized
terms not otherwise defined herein shall have the meaning given in the
Applicable Indenture.
The following sets forth certain general terms and provisions of the Debt
Securities offered hereby. The particular terms of the Debt Securities offered
by any Prospectus Supplement (the "Offered Debt Securities") will be described
in the Prospectus Supplement relating to such Offered Debt Securities (the
"Applicable Prospectus Supplement").
GENERAL
The Indentures do not limit the amount of Debt Securities that may be
issued thereunder and provide that Debt Securities may be issued thereunder from
time to time in one or more series. The Debt Securities will be unsecured
obligations of the Company.
Unless otherwise indicated in the Applicable Prospectus Supplement,
principal of, premium, if any, and interest on the Debt Securities will be
payable, and the transfer of Debt Securities will be registrable, at the office
or agency of the Company in each Place of Payment maintained by the Company and
at any other office or agency maintained by the Company for such purpose, except
that, at the option of the Company, interest may be paid by mailing a check to
the address of the Person entitled thereto as it appears on the register for the
Debt Securities (Sections 301, 305, 307 and 1002). The Debt Securities will be
issued only in fully registered form without coupons and, unless otherwise
indicated in the Applicable Prospectus Supplement, in denominations of $1,000 or
integral multiples thereof (Section 302). No service charge will be made for any
registration of transfer or exchange of the Debt Securities, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge imposed in connection therewith (Section 305).
The Applicable Prospectus Supplement will describe the following terms of
the Offered Debt Securities: (i) the title of the Offered Debt Securities; (ii)
whether the Offered Debt Securities are Senior Debt Securities or Subordinated
Debt Securities; (iii) any limit on the aggregate principal amount of the
Offered Debt Securities; (iv) the Person to whom any interest on the Offered
Debt Securities is payable if other than the Person in whose name any such
Offered Debt Securities are registered; (v) the date or dates on which the
principal of the Offered Debt Securities will mature; (vi) the rate or rates per
annum (which may be fixed or variable) at which the Offered Debt Securities will
bear interest, if any, and the date or dates from which such interest, if any,
will accrue; (vii) the dates on which such interest, if any, on the Offered Debt
Securities will be payable and the Regular Record Dates for such Interest
Payment Dates; (viii) the place or places where the principal of and any premium
and interest on the Offered Debt Securities shall be payable; (ix) any mandatory
or optional sinking funds or analogous provisions; (x) the date, if any, after
which and the price or prices at which the Offered Debt Securities
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may, pursuant to any optional or mandatory redemption provisions, be redeemed
and the other detailed terms and provisions of any such optional or mandatory
redemption provision; (xi) the obligation of the Company, if any, to redeem or
repurchase the Offered Debt Securities at the option of the Holder; (xii) if
other than denominations of $1,000 and any integral multiple thereof, the
denominations in which the Offered Debt Securities shall be issuable; (xiii) if
other than the principal amount thereof, the portion of the principal amount of
the Offered Debt Securities that will be payable upon the declaration of
acceleration of the Maturity thereof; (xiv) the currency of payment of principal
of and any premium and interest on the Offered Debt Securities and, if other
than United States currency, the manner of determining the equivalent thereof in
United States currency for any purpose; (xv) any index used to determine the
amount of payment of principal of, and any premium and interest on, the Offered
Debt Securities; (xvi) if the Offered Debt Securities will be issuable only in
the form of a Global Security, the Depositary 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 Depositary or its nominee; (xvii) the applicability, if any, of the
provisions described under "Defeasance and Covenant Defeasance"; (xviii) whether
the Debt Securities are convertible into any other securities and the terms and
conditions of such convertibility; (xix) any additional Event of Default, and in
the case of any Offered Debt Securities that are Subordinated Debt Securities,
any additional Event of Default that would result in the acceleration of the
maturity thereof; and (xx) any other terms of the Offered Debt Securities
(Section 301).
Both Senior Debt Securities and Subordinated Debt Securities may be issued
as Original Issue Discount Debt Securities to be offered and sold at a
substantial discount below their stated principal amount. "Original Issue
Discount Debt Security" means any Debt Security which provides for an amount
less than the principal amount thereof to be due and payable upon the
declaration of acceleration of the Maturity thereof upon the occurrence of an
Event of Default and the continuation thereof (Section 101).
The Applicable Prospectus Supplement will also describe any material United
States federal income tax consequences or other special considerations
applicable to the series of Debt Securities to which such Prospectus Supplement
relates, including those applicable to (i) Debt Securities with respect to which
payments of principal, premium, or interest are determined with reference to an
index or formula (including changes in prices of particular securities,
currencies, or commodities), (ii) Debt Securities with respect to which
principal, premium, or interest is payable in a foreign or composite currency,
(iii) Original Issue Discount Securities, and (iv) variable rate Debt Securities
that are exchangeable for fixed rate Debt Securities.
SUBORDINATION OF SUBORDINATED DEBT SECURITIES
Unless otherwise indicated in the Applicable Prospectus Supplement, the
following provisions will apply to the Subordinated Debt Securities.
The payment of the principal of, premium, if any, and interest on the
Subordinated Debt Securities will be subordinated in right of payment to the
prior payment in full of all Senior Indebtedness (as defined below) (Section
1301). Upon any payment or distribution of assets to creditors upon any
liquidation, dissolution, winding up, reorganization, assignment for the benefit
of creditors, marshaling of assets or any bankruptcy, insolvency or similar
proceedings of the Company, the holders of all Senior Indebtedness will be
entitled to receive payment in full of all amounts due or to become due thereon
before the Holders of the Subordinated Debt Securities will be entitled to
receive any payment in respect of the principal of, premium, if any, or interest
on the Subordinated Debt Securities (Section 1302). In the event of the
acceleration of the Maturity of any Subordinated Debt Securities of any series,
the holders of all Senior Indebtedness will be entitled to receive payment in
full of all amounts due or to become due thereon before the Holders of the
Subordinated Debt Securities will be entitled to re-
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ceive any payment of the principal of, premium, if any, or interest on the
Subordinated Debt Securities of such series or on account of the purchase or
other acquisition of Subordinated Debt Securities of such series (Section 1303).
Accordingly, in case of such an acceleration, all Senior Indebtedness would have
to be repaid before any payment could be made in respect of the Subordinated
Debt Securities. No payments on account of principal, premium, if any, or
interest in respect of the Subordinated Debt Securities or on account of the
purchase or other acquisition of Subordinated Debt Securities may be made if
there shall have occurred and be continuing a default in any payment with
respect to any Senior Indebtedness, or an Event of Default with respect to any
Senior Indebtedness permitting the holders thereof to accelerate the maturity
thereof, or if any judicial proceeding shall be pending with respect to any such
default (Section 1304).
By reason of such subordination, in the event of the insolvency of the
Company, creditors of the Company who are not holders of Senior Indebtedness or
the Subordinated Debt Securities may recover less, ratably, than holders of
Senior Indebtedness and may recover more, ratably, than Holders of the
Subordinated Debt Securities.
"Senior Indebtedness" is defined in the Subordinated Indenture to mean the
principal of, and premium, if any, and interest on (i) all indebtedness of the
Company for money borrowed, other than the Subordinated Debt Securities, and any
other indebtedness of the Company represented by a note, bond, debenture or
other similar evidence of indebtedness (including indebtedness of others
guaranteed by the Company), in each case whether outstanding on the date of
execution of the Subordinated Indenture or thereafter created, incurred or
assumed and (ii) any amendments, renewals, extensions, modifications and
refundings of any such indebtedness, unless in any case in the instrument
creating or evidencing any such indebtedness or pursuant to which it is
outstanding it is provided that such indebtedness is not superior in right of
payment to the Subordinated Debt Securities. For the purposes of this
definition, "indebtedness for money borrowed" is defined as (A) any obligation
of, or any obligation guaranteed by, the Company for the repayment of borrowed
money, whether or not evidenced by bonds, debentures, notes or other written
instruments, (B) any deferred payment obligation of, or any such obligation
guaranteed by, the Company for the payment of the purchase price of property or
assets evidenced by a note or similar instrument, and (C) any obligation of, or
any such obligation guaranteed by, the Company for the payment of rent or other
amounts under a lease of property or assets if such obligation is required to be
classified and accounted for as a capitalized lease on the balance sheet of the
Company under generally accepted accounting principles (Section 101).
The Subordinated Indenture will not limit the amount of other indebtedness,
including Senior Indebtedness, that may be issued by the Company or any of its
Subsidiaries.
EVENTS OF DEFAULT
The Senior Indenture (with respect to any series of Senior Debt Securities
then Outstanding) and, unless otherwise provided in the Applicable Prospectus
Supplement, the Subordinated Indenture (with respect to any series of
Subordinated Debt Securities then Outstanding), define an Event of Default as
any one of the following events: (i) default in the payment of any interest on
any Debt Security of that series when it becomes due and payable, and
continuance of such default for a period of 30 days (in the case of the
Subordinated Indenture, whether or not payment is prohibited by the
subordination provisions); (ii) default in the payment of the principal of, or
premium, if any, on any Debt Security of that series at its Maturity (in the
case of the Subordinated Indenture, whether or not payment is prohibited by the
subordination provisions); (iii) failure to deposit any sinking fund payment
when and as due by the terms of a Debt Security of that series (in the case of
the Subordinated Indenture, whether or not payment is prohibited by the
subordination provisions); (iv) failure to perform any other covenants or
agreements of the Company in the Applicable Indenture (other than covenants or
agreements included in the Applicable Indenture solely for the benefit of a
series of Debt Securities thereun-
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der other than that series) and continuance of such default for a period of 60
days after either the Debt Trustee or the Holders of at least 25% of the
principal amount of the Outstanding Debt Securities of that series have given
written notice specifying such failure as provided in the Applicable Indenture;
(v) certain events in bankruptcy, insolvency or reorganization of the Company;
and (vi) any other Event of Default provided with respect to Debt Securities of
that series (Section 501). If an Event of Default occurs with respect to Debt
Securities of any series, the Debt Trustee shall give the Holders of Debt
Securities of such series notice of such default, provided, however, that in the
case of a default described in (iv) above, no such notice to Holders shall be
given until at least 30 days after the occurrence thereof (Section 602).
If an Event of Default with respect to the Senior Debt Securities of any
series at the time Outstanding occurs and is continuing, either the Debt Trustee
or the Holders of at least 25% of the aggregate 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 Debt
Securities, such portion of the principal amount as may be specified in the
terms thereof) of all the Senior Debt Securities of that series to be due and
payable immediately. Payment of the principal of the Subordinated Debt
Securities may be accelerated only in the case of certain events of bankruptcy,
insolvency or reorganization of the Company. The Debt Trustee and the Holders
will not be entitled to accelerate the maturity of the Subordinated Debt
Securities upon the occurrence of any of the Events of Default described above
except for those described in clause (v) (i.e., certain events in bankruptcy,
insolvency or reorganization of the Company). Accordingly, there is no right of
acceleration in the case of a default in the performance of any other covenant
with respect to the Subordinated Debt Securities, including the payment of
interest or principal. 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 of the
aggregate principal amount of Outstanding Debt Securities of that series may,
under certain circumstances, rescind and annul such acceleration (Section 502).
The Indentures provide that, subject to the duty of the Debt Trustee during
default to act with the required standard of care, the Debt Trustee will be
under no obligation 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 Debt Trustee reasonable security or indemnity (Section 603).
Subject to such provisions for the indemnification of the Debt Trustee and to
certain other conditions, the Holders of a majority of the aggregate 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 Debt Trustee, or exercising any trust or power conferred on the
Debt Trustee, with respect to the Debt Securities of that series (Section 512).
No Holder of any series of Debt Securities will have any right to institute
any proceeding with respect to the Applicable Indenture or for any remedy
thereunder, unless: (i) such Holder previously has given to the Debt Trustee
under the Applicable Indenture written notice of a continuing Event of Default
with respect to Debt Securities of that series; (ii) the Holders of at least 25%
of the aggregate principal amount of the Outstanding Debt Securities of that
series have made written request, and offered reasonable indemnity, to the Debt
Trustee to institute such proceeding as trustee; (iii) in the 60-day period
following receipt of a written notice from a Holder, the Debt Trustee has not
received from the Holders of a majority of the aggregate principal amount of the
Outstanding Debt Securities of that series a direction inconsistent with such
request; and (iv) the Debt Trustee shall have failed to institute such
proceeding within such 60-day period (Section 507). However, such limitations
do not apply to a suit instituted by a Holder of a Debt Security for enforcement
of payment of the principal of and premium, if any, or interest on such Debt
Security on or after the respective due dates expressed in such Debt Security
(Section 508).
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The Company is required to furnish to the Debt Trustee annually a statement
as to the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance (Section 1005).
Any payment default on any Debt Security regardless of amount, where the
aggregate principal amount of the series of such Debt Security exceeds $25
million, or any other default that causes acceleration of any such Debt
Security, would give rise to a cross-default under the Company's $3 Billion
Credit Agreement dated April 28, 1995. In certain circumstances, payment
defaults on debt securities may give rise to cross-defaults under guarantees of
the Company related to various receivables facilities of certain subsidiaries of
the Company.
DEFEASANCE AND COVENANT DEFEASANCE
The Indentures provide that, if such provision is made applicable to the
Debt Securities of any series pursuant to Section 301 of the Applicable
Indenture (which will be indicated in the Applicable Prospectus Supplement), the
Company may elect either (i) to defease and be discharged from any and all
obligations in respect of such Debt Securities then outstanding (including, in
the case of Subordinated Debt Securities, the provisions described under
"Subordination of Subordinated Debt Securities" and except for certain
obligations to register the transfer of or exchange of such Debt Securities,
replace stolen, lost or mutilated Debt Securities, maintain paying agencies and
hold monies for payment in trust) ("defeasance") or (ii) to be released from its
obligations with respect to such Debt Securities concerning the subordination
provisions described under "Subordination of Subordinated Debt Securities" and
any other covenants applicable to such Debt Securities which are determined
pursuant to Section 301 of the Applicable Indenture to be subject to covenant
defeasance ("covenant defeasance"), and the occurrence of an event described in
clause (iv) under "Events of Default" above (insofar as with respect to
covenants subject to covenant defeasance) shall no longer be an Event of
Default, in the case of either (i) or (ii) if the Company deposits, in trust,
with the Debt Trustee money or U.S. Government Obligations, which through the
payment of interest thereon and principal thereof in accordance with their terms
will provide money, in an amount sufficient, without reinvestment, to pay all
the principal of and premium, if any, and interest on such Debt Securities on
the dates such payments are due (which may include one or more redemption dates
designated by the Company) and any mandatory sinking fund or analogous payments
thereon in accordance with the terms of such Debt Securities. Such a trust may
only be established if, among other things (A) no Event of Default or event
which with the giving of notice or lapse of time, or both, would become an Event
of Default under the Applicable Indenture shall have occurred and be continuing
on the date of such deposit, (B) such deposit will not cause the Debt Trustee to
have any conflicting interest with respect to other securities of the Company
and (C) the Company shall have delivered an Opinion of Counsel to the effect
that the Holders will not recognize income, gain or loss for federal income tax
purposes (and, in the case of legal defeasance only, such Opinion of Counsel
must be based on a ruling of the Internal Revenue Service or other change in
applicable federal income tax law) as a result of such deposit or defeasance and
will be subject to federal income tax in the same manner as if such defeasance
had not occurred.
The Company may exercise its defeasance option with respect to such Debt
Securities notwithstanding its prior exercise of its covenant defeasance option.
If the Company exercises its defeasance option, payment of such Debt Securities
may not be accelerated because of a subsequent Event of Default. If the Company
exercises its covenant defeasance option, payment of such Debt Securities may
not be accelerated by reference to a subsequent breach of any of the covenants
noted under clause (ii) in the preceding paragraph. In the event the Company
omits to comply with its remaining obligations with respect to such Debt
Securities under the Applicable Indenture after exercising its covenant
defeasance option and such Debt Securities are declared due and payable because
of the subsequent occurrence of any Event of Default, the amount of money and
U.S. Government Obligations on deposit with the Debt Trustee may be insufficient
to pay amounts due on the Debt Securities of such series at the
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time of the acceleration resulting from such Event of Default. However, the
Company will remain liable in respect of such payments. (See Article Thirteen
and Article Fourteen of the Senior Indenture and the Subordinated Indenture,
respectively.)
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by the Company
and the Debt Trustee with the consent of the Holders of not less than a majority
of the aggregate principal amount of the Outstanding Debt Securities of all
series issued under the Indenture and affected by the modification or amendments
(voting as a single class); provided, however, that no such modification or
amendment may, without the consent of the Holders of all Debt Securities
affected thereby (i) change the stated Maturity of the principal of, or any
installment of principal of or interest on, any Debt Security; (ii) reduce the
principal amount of, or the premium, if any, or (except as otherwise provided in
the Applicable Prospectus Supplement) interest on, any Debt Security (including
in the case of an Original Issue Discount Debt Security the amount payable upon
acceleration of the Maturity thereof); (iii) change the place or currency of
payment of principal of, premium, if any, or interest on any Debt Security; (iv)
impair the right to institute suit for the enforcement of any payment on any
Debt Security on or after the Stated Maturity thereof (or in the case of
redemption, on or after the Redemption Date); (v) in the case of the
Subordinated Indenture, modify the subordination provisions in a manner adverse
to the Holders of the Subordinated Debt Securities; or (vi) reduce the
percentage of the principal amount of Outstanding Debt Securities of any series,
the consent of whose Holders 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 a majority of the aggregate principal amount of the Senior
Debt Securities or the Subordinated Debt Securities may, on behalf of all
Holders of the Senior Debt Securities or the Subordinated Debt Securities,
respectively, waive any past default under the Applicable Indenture, except a
default in the payment of principal, premium or interest or in the performance
of certain covenants (Section 513).
CERTAIN COVENANTS OF THE CORPORATION
Limitation on Liens. The Company may not, nor may it permit any
Significant Subsidiary (as defined below) to, create, incur, assume or permit to
exist any Lien (as defined below) on any property or asset (including any stock
or other securities of any Person, including any Significant Subsidiary), or on
any income or revenues or rights in respect of any thereof, unless the Debt
Securities of any series then or thereafter Outstanding shall be equally and
ratably secured. This restriction does not apply, however, to (i) Liens on
property or assets of the Company and its Subsidiaries existing on the date of
the Indenture, provided that such Liens shall secure only those obligations
which they secure as of the date of the Indenture; (ii) any Lien existing on any
property or asset prior to the acquisition thereof by the Company or any
Subsidiary, provided that (x) such Lien is not created in contemplation of or in
connection with such acquisition and (y) such Lien does not apply to any other
property or assets of the Company or any Subsidiary; (iii) Liens for taxes not
yet due or which are being contested in good faith by appropriate proceedings
and with respect to which adequate reserves, to the extent required by GAAP,
have been set aside; (iv) carriers', warehousemen's, mechanics', materialsmen's,
repairmen's or other like Liens arising in the ordinary course of business and
securing obligations that are not due and payable or which are being contested
in good faith by appropriate proceedings and with respect to which adequate
reserves, to the extent required by GAAP, have been set aside; (v) pledges and
deposits made in the ordinary course of business in compliance with workmen's
compensation, unemployment insurance and other social security laws or
regulations; (vi) deposits to secure the performance of bids, trade contracts
(other than for Indebtedness), leases (other than capital leases), statutory
obligations, surety and appeal bonds, advance payment bonds, performance bonds
and other obligations of a
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like nature incurred in the ordinary course of business; (vii) zoning
restrictions, easements, rights-of-way, restrictions on use of real property and
other similar encumbrances incurred in the ordinary course of business which, in
the aggregate, are not substantial in amount and do not materially detract from
the value of the property subject thereto or interfere with the ordinary conduct
of the business of the Company or any of its Subsidiaries; (viii) Liens upon any
property acquired, constructed or improved by the Company or any Subsidiary
which are created or incurred within 360 days of such acquisition, construction
or improvement to secure or provide for the payment of any part of the purchase
price of such property or the cost of such construction or improvement,
including carrying costs (but no other amounts), provided that any such Lien
shall not apply to any other property of the Company or any Subsidiary; (ix)
Liens on the property or assets of any Subsidiary in favor of the Company; (x)
extensions, renewals and replacements of Liens referred to in paragraphs (i)
through (ix) above, provided that any such extension, renewal or replacement
Lien shall be limited to the property or assets covered by the Lien extended,
renewed or replaced and that the obligations secured by any such extension,
renewal or replacement Lien shall be in an amount not greater than the amount of
the obligations secured by the Lien extended, renewed or replaced; (xi) any
Lien, of the type described in clause (iii) of the definition below of the term
"Lien", on securities imposed pursuant to an agreement entered into for the sale
or disposition of such securities pending the closing of such sale or
disposition; provided such sale or disposition is otherwise permitted hereunder;
(xii) Liens arising in connection with any Permitted Receivables Program (to the
extent the sale by the Company or the applicable Subsidiary of its accounts
receivable is deemed to give rise to a Lien in favor of the purchaser thereof in
such accounts receivable or the proceeds thereof); (xiii) Liens on the capital
stock or assets of any Subsidiary that is not a Significant Subsidiary; and
(xiv) Liens to secure Indebtedness if, immediately after the grant thereof, the
aggregate amount of all Indebtedness secured by Liens that would not be
permitted but for this clause (xiv) does not exceed 15% of the Stockholders'
Equity (as defined below) as shown on the most recent consolidated balance sheet
of the Company filed with the Commission pursuant to the Exchange Act.
Limitation on Sale/Leaseback Transactions. Transactions involving any sale
and leaseback by the Company or any Significant Subsidiary of any Principal
Property (as defined below) are prohibited, unless the Company or any such
Significant Subsidiary, within 120 days after the effective date of the lease,
applies to the retirement of any Funded Debt (as defined below) an amount equal
to the greater of (i) the net proceeds of the sale of the property leased or
(ii) the fair market value of the property leased within 90 days prior to the
effective date of the lease. The amount to be so applied in respect of any such
transaction will be reduced, however, by the principal amount of any Debt
Securities surrendered to the Debt Trustee by the Company for cancellation and
by the principal amount of Funded Debt other than Debt Securities, voluntarily
retired by the Company, within 120 days after the effective date of the lease,
provided that no retirement may be effected by payment on the final maturity
date or pursuant to mandatory sinking fund or prepayment provisions. This
restriction does not apply, however, to the Company or any Significant
Subsidiary: (i) entering into any transaction not involving a lease with a term
of more than three (3) years; (ii) entering into any transaction to the extent
the Lien on any such property subject to such sale and leaseback would be
permitted under the covenant described above under "Limitation on Liens" or
(iii) entering into any transaction for the sale and leaseback of any property
if such lease is entered into within 180 days after the later of the
acquisition, completion of construction or commencement of operation of such
property.
Leveraged Transactions. Except for the limitations on liens and
sale/leaseback transactions referred to above and on consolidations, mergers or
transfers of the Company's assets substantially as an entirety referred to
below, the Indentures and the terms of the Debt Securities do not contain any
covenants or other provisions designed to afford holders of any Debt Securities
protection in the event of a highly leveraged transaction involving the Company.
Applicability of Covenants. Any series of Securities may provide that
either or both of the covenants described above shall not be applicable to the
Securities of such series (Section 301).
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CERTAIN DEFINITIONS.
Certain terms are defined in the Indenture and are used in this Prospectus
as follows:
"Funded Debt" means all Indebtedness that will mature, pursuant to a
mandatory sinking fund or prepayment provision or otherwise, and all
installments of Indebtedness that will fall due, more than one year from the
date of determination. In calculating the maturity of any Indebtedness, there
shall be included the term of any unexercised right of the debtor to renew or
extend such Indebtedness existing at the time of determination.
"GAAP" means generally accepted accounting principles applied on a
consistent basis.
"Indebtedness" of any Person shall mean, as at any date of determination,
all indebtedness (including capitalized lease obligations) of such Person and
its consolidated subsidiaries at such date that would be required to be included
as a liability on a consolidated balance sheet (excluding the footnotes thereto)
of such Person prepared in accordance with GAAP.
"Lien" means, with respect to any asset of any Person, (i) any mortgage,
deed of trust, lien, pledge, encumbrance, charge or security interest in or on
such asset, (ii) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement (or any financing lease
having substantially the same economic effect as any of the foregoing) relating
to such asset and (iii) in the case of securities that constitute assets of such
Person, any purchase option, call or similar right of a third party with respect
to such securities.
"Permitted Receivables Program" means any receivables securitization
program pursuant to which the Company or any of the Subsidiaries sells accounts
receivable to any non-Affiliate in a "true sale" transaction; provided, however,
that any related indebtedness incurred to finance the purchase of such accounts
receivable is not includible on the balance sheet (excluding the footnotes
thereto) of the Company or any Subsidiary in accordance with GAAP and applicable
regulations of the Commission.
"Principal Property" means (i) the Company's principal office building and
(ii) any manufacturing plant or principal research facility of the Company or
any Significant Subsidiary which is located within the United States of America
or Canada, except any such principal office building, plant or facility which
the Board of Directors by resolution declares is not of material importance to
the total business conducted by the Company and its Subsidiaries as an entirety.
"Significant Subsidiary" means, at any time, any Subsidiary that would be a
"Significant Subsidiary" at such time, as such term is defined in Regulation S-X
promulgated by the Commission, as in effect on the date of the Indenture.
"Stockholders' Equity" means, at any date of determination, the
stockholders' equity at such date of the Company and its Subsidiaries, as
determined in accordance with GAAP.
"Subsidiary" means any corporation, partnership, limited liability company,
joint venture, trust or unincorporated organization more than 50% of the
outstanding voting interest of which is owned, directly or indirectly, by the
Company or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company may not consolidate with or merge into any other Person or
transfer or lease its assets substantially as an entirety to any Person unless
any successor or purchaser is a corporation or-
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ganized under the laws of the United States of America, any State or the
District of Columbia, and any such successor or purchaser expressly assumes the
Company's obligations on the Debt Securities under a supplemental indenture. The
Debt Trustee may receive an Opinion of Counsel as conclusive evidence of
compliance with these provisions (Article Eight).
CONVERSION RIGHTS
The terms, if any, on which Debt Securities of a series may be exchanged
for or converted into shares of Common Stock, Preferred Stock or any other
security, including the conversion price or exchange ratio (or the method of
calculating the same), the conversion or exchange period (or the method of
determining the same), whether conversion or exchange will be mandatory or at
the option of the holder or the Company, provisions for adjustment of the
conversion price or the exchange ratio and provisions affecting conversion or
exchange in the event of the redemption of such Debt Securities, will be set
forth in the Prospectus Supplement relating thereto.
GLOBAL 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 Depositary or its nominee
identified in the Applicable Prospectus Supplement. In such a case, one or more
Global Securities will be issued in a denomination or aggregate denominations
equal to the portion of the aggregate principal amount of Outstanding Debt
Securities of the series to be represented by such Global Security or
Securities. 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 Depositary for such
Global Security to a nominee for such Depositary and except in the circumstances
described in the Applicable Prospectus Supplement (Sections 204 and 305).
The specific terms of the depositary arrangement with respect to any
portion of a series of Debt Securities to be represented by a Global Security
will be described in the Applicable Prospectus Supplement.
CONCERNING THE DEBT TRUSTEE
The Bank of New York is Debt Trustee under the Indentures. The Debt
Trustee performs services for the Company in the ordinary course of business.
DESCRIPTION OF PREFERRED STOCK
The following description of the terms of the Preferred Stock sets forth
general terms and provisions of the Preferred Stock to which any Prospectus
Supplement may relate (the "Applicable Prospectus Supplement"). Certain other
terms of any series of the Preferred Stock offered by the Applicable Prospectus
Supplement will be described in the Applicable Prospectus Supplement. The
description of certain provisions of the Preferred Stock set forth below and in
any Prospectus Supplement does not purport to be complete and is subject to and
qualified in its entirety by reference to the Company's Restated Certificate of
Incorporation, as amended to date (the "Restated Certificate of Incorporation"),
and the certificate of designation (a "Certificate of Designation") relating to
each series of the Preferred Stock which will be filed with the Commission and
incorporated by reference in the Registration Statement of which this Prospectus
is a part at or prior to the time of the issuance of such series of the
Preferred Stock.
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GENERAL
The Company has authorized 3,000,000 shares of Serial Preferred Stock,
without par value, of which no shares are currently outstanding. The Board of
Directors has been authorized, subject to certain limitations set forth in the
Restated Certificate of Incorporation of the Company, to issue shares of Serial
Preferred Stock in one or more series, by resolution providing for the issuance
of such series, and to (i) fix the number of shares which will constitute such
series and the designation thereof, (ii) fix the stated value, if any, of such
series and the consideration for which shares of such series may be issued,
(iii) determine the voting rights of shares of such series, (iv) determine the
terms and conditions, if any, under which such series may be redeemable, (v)
determine whether shares of such series will be subject to the operation of a
retirement or sinking fund, (vi) determine the rate of any dividends payable
with respect to shares of such series and any preferences or relations to
dividends payable with respect to shares of other classes of the Company's
capital stock, (vii) determine the rights of shares of such series upon the
dissolution of the Company, (viii) determine if shares of such series are
convertible into or exchangeable for shares of another class or classes of
capital stock of the Company and the rates or prices at which shares of such
series are convertible or exchangeable, and (ix) determine such other
preferences and relative, participating, optional or other special rights and
qualifications of shares of such series as are not inconsistent with the terms
of the Restated Certificate of Incorporation. To the extent permitted by the
resolutions of the Board of Directors authorizing any such series of Preferred
Stock, a duly authorized committee of the Board of Directors may determine
certain of the designations described above which are made with respect to such
series.
The Preferred Stock shall have the dividend, liquidation, redemption and
voting rights set forth below unless otherwise provided in the Applicable
Prospectus Supplement relating to the particular series of the Preferred Stock
offered thereby for the specific terms of such series.
The Preferred Stock will, when issued, be fully paid and nonassessable and
will have no preemptive rights. The rights of the holders of each series of the
Preferred Stock will be subordinate to those of the Company's general creditors.
In the event that the Company issues any Preferred Stock pursuant to the
Applicable Prospectus Supplement, unless otherwise noted in the Applicable
Prospectus Supplement, State Street Bank and Trust Company of Boston,
Massachusetts will be the registrar and transfer agent for such Preferred Stock.
DIVIDEND RIGHTS
Holders of the Preferred Stock of each series will be entitled to receive,
when and as declared by the Board of Directors of the Company, out of funds of
the Company legally available therefor, cash dividends on such dates and at such
rates as are set forth in, or as are determined by the method described in, the
Applicable Prospectus Supplement. Each such dividend will be payable to the
holders of record as they appear on the stock books of the Company on such
record dates, fixed by the Board of Directors of the Company, as specified in
the Applicable Prospectus Supplement.
Such dividends may be cumulative or noncumulative, as provided in the
Applicable Prospectus Supplement. If the Board of Directors of the Company
fails to declare a dividend payable on a dividend payment date on any series of
Preferred Stock for which dividends are noncumulative, then the right to receive
a dividend in respect of the dividend period ending on such dividend payment
date will be lost, and the Company will have no obligation to pay any dividend
for such period, whether or not dividends on such series are declared payable on
any future dividend payment dates. Dividends on the shares of each series of
Preferred Stock for which dividends are cumulative will accrue from the date
fixed by the Board of Directors. Unless dividends on all outstanding shares of
series of Preferred Stock having cu-
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mulative dividend rights have been fully paid, no dividend (other than stock
dividends) may be paid on the Common Stock or any other class of stock ranking
junior to the Preferred Stock.
LIQUIDATION PREFERENCES
Unless otherwise specified in the Applicable Prospectus Supplement, in the
event of any liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, the holders of each series of the Preferred Stock will
be entitled to receive out of the assets of the Company available for
distribution to stockholders, before any distribution of assets is made to the
holders of Common Stock or any other shares of stock of the Company ranking
junior as to such distribution to such series of the Preferred Stock, the amount
(if any) set forth in the Applicable Prospectus Supplement, together with any
unpaid cumulative dividends. If, upon any voluntary or involuntary liquidation,
dissolution or winding up of the Company, the amounts payable with respect to
the Preferred Stock of any series are not paid in full, the holders of the
Preferred Stock of such series and of any other series of equal preference will
share ratably in any such distribution of assets of the Company in proportion to
the full respective preferential amounts to which they are entitled. After
payment to the holders of the Preferred Stock of each series that has a
liquidation preference of the full preferential amounts of the liquidating
distribution to which they are entitled, the holders of each such series of the
Preferred Stock will be entitled to no further participation in any distribution
of assets by the Company. A consolidation, merger or sale of substantially all
of the assets of the Company would not be considered a "liquidation" within the
meaning of the foregoing provisions.
REDEMPTION
A series of the Preferred Stock may be redeemable, in whole or from time to
time in part, at the option of the Company, and may be subject to mandatory
redemption pursuant to a sinking fund or otherwise, in each case upon terms, at
the time and at the redemption prices set forth in the Applicable Prospectus
Supplement. Shares of the Preferred Stock redeemed by the Company will be
restored to the status of authorized but unissued shares of Preferred Stock of
the Company.
CONVERSION AND EXCHANGE RIGHTS
The terms, if any, on which shares of Preferred Stock of any series may be
exchanged for or converted into shares of Common Stock, or another series of
Preferred Stock, or any other security will be set forth in the Applicable
Prospectus Supplement. Such terms may include provisions for conversion, either
mandatory, at the option of the holder, or at the option of the Company, in
which case the number of shares of Common Stock, the shares of another series of
Preferred Stock or the amount of any other securities to be received by the
holders of Preferred Stock would be calculated as of a time and in the manner
stated in the Applicable Prospectus Supplement.
VOTING
So long as there are any shares of Preferred Stock outstanding, the Company
would be prohibited, without the affirmative vote of at least two-thirds of the
outstanding Preferred Stock, from (i) authorizing a new class of stock which
ranks senior in the payment of dividends or in liquidation preference to the
Preferred Stock, or (ii) altering materially the rights of the Preferred Stock,
unless in either case provision is made for the redemption of all shares of
Preferred Stock at the time outstanding. So long as there are any shares of
Preferred Stock outstanding, without the affirmative vote of at least a majority
of the outstanding Preferred Stock, the Company would be prohibited from
authorizing any class of stock which ranks on a parity as to payment of
dividends or liquidation preference with the Preferred Stock, unless provision
is made for the redemption of all shares of Preferred Stock at the time
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outstanding. If accrued dividends on any series of Preferred Stock have not
been paid or set aside in an amount equivalent to six quarterly dividends or
three semiannual dividends, the holders of all outstanding shares of all series
of Preferred Stock, voting separately as a class, would be entitled to increase
the number of directors of the Company by two and elect the two additional
directors. These directors would serve until all accrued and unpaid dividends
on all outstanding shares of Preferred Stock had been paid or set aside in full.
Except for the specific voting rights summarized above in this paragraph, the
holders of any series of Preferred Stock would have only such voting rights as
may be authorized by the Board of Directors of the Company in establishing the
terms of that series.
DESCRIPTION OF COMMON STOCK
COMMON STOCK
The Company's Restated Certificate of Incorporation authorizes the issuance
of 400,000,000 shares of Common Stock, par value $1.00 per share. As of April
27, 1997, there were 236,284,954 shares of Common Stock outstanding.
Subject to the rights of the holders of any Preferred Stock, each holder of
Common Stock on the applicable record date is entitled to receive such dividends
as may be declared by the Board of Directors out of funds legally available
therefor, and, in the event of liquidation, to share pro rata in any
distribution of the Company's assets after payment of liabilities. Each holder
of Common Stock is entitled to one vote for each share held of record on the
applicable record date on all matters presented to a vote of stockholders. The
outstanding Common Stock is fully paid and non-assessable.
State Street Bank and Trust Company of Boston, Massachusetts is the
registrar and transfer agent for the Common Stock.
CERTAIN PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND BY-LAWS
The following summary of certain provisions of the Company's Restated
Certificate of Incorporation and Amended and Restated By-Laws (the "Amended and
Restated By-Laws") does not purport to be complete and is subject to and
qualified in its entirety by reference to the Restated Certificate of
Incorporation and the Amended and Restated By-Laws which are incorporated by
reference as exhibits to the Registration Statement of which this Prospectus is
a part.
Fair Price Provisions. The Company's Restated Certificate of Incorporation
requires approval by holders of at least 75% of the Company's outstanding voting
stock for mergers and certain other corporate transactions ("Business
Transactions") that involve a beneficial owner of (or person that has announced
an intention to acquire) 10% or more of the voting stock of the Company (a
"Related Person"), unless (i) the transaction has been approved by a majority of
certain directors ("Continuing Directors") who constitute a majority of the
entire Board of Directors of the Company at such time or (ii) certain fair price
criteria and procedural requirements are satisfied. These provisions of the
Restated Certificate of Incorporation may be amended or repealed only by the
vote of the holders of 75% or more of the voting stock of the Company, or by the
vote of holders of a simple majority of the voting stock of the Company if the
Board of Directors is composed entirely of Continuing Directors and unanimously
approves the amendment or repeal.
A "Continuing Director" is any member of the Board of Directors who is not
an affiliate or associate of the Related Person involved in a particular
Business Transaction and was or becomes a director prior to the time that the
Related Person became a Related Person, or is elected or recommended for
election by the stockholders by a majority of the then Continuing Directors.
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The fair price criteria require that in the event of a Business Transaction
in which cash or other consideration would be paid to the Company's
stockholders, (i) the consideration to be received by the stockholders be either
cash or the same type of consideration used by the Related Person to acquire the
largest portion of such Related Person's shares, and (ii) the fair market value
of such consideration to be received per share of Common Stock be not less than
the highest per share price paid by the Related Person in acquiring any Common
Stock of the Company within two years before becoming and while a Related
Person, or if higher the per share price on the date of first public
announcement of the Business Transaction.
The fair price criteria also require that the aggregate amount of cash and
fair market value of other consideration to be received by holders of shares of
voting stock other than Common Stock shall be the higher of: (i) the highest per
share price paid by the Related Person in acquiring such voting stock within two
years before becoming and while a Related Person, or if higher the per share
price on the date of first public announcement of the Business Transaction, and
(ii) the highest preferential liquidation amount per share to which such voting
shares are entitled.
The procedural requirements would not be satisfied if, (i) after a Related
Person became a 10% voting stockholder, the Related Person acquired additional
shares of voting stock of the Company, other than pursuant to a pro rata stock
split or dividend, (ii) before consummation of the Business Transaction, the
Related Person shall have received the benefit of any financial assistance or
tax advantage provided by the Company not shared proportionately with all other
stockholders, (iii) before consummation of the Business Transaction, the Related
Person causes a material change in the Company's business, capital structure or
dividend rates or policy, or (iv) the proposed Business Transaction shall not
have been described in a proxy statement mailed to the Company's stockholders no
later than 30 days prior to the consummation of such transaction, which proxy
statement must prominently set forth any statements any of the Continuing
Directors choose to make with respect to the advisability (or inadvisability) of
the proposed Business Transaction and, if deemed advisable by a majority of the
Continuing Directors, the opinion of an investment bank selected by a majority
of the Continuing Directors as to the fairness (or not) to the Company's
stockholders of the proposed Business Transaction.
Classification of Directors; Advance Notice of Nominations. The Company's
Restated Certificate of Incorporation and Amended and Restated By-Laws provide
that its Board of Directors shall be divided into three classes, each class
being as nearly equal in number as possible, and that at each annual meeting of
the Company's stockholders, the successors to the Directors whose terms expire
that year shall be elected for a term of three years. Within the limit of not
less than five nor more than 15 Directors, the number of Directors is fixed by
the Board of Directors. Newly created Directorships and any vacancies on the
Board of Directors are filled by a majority vote of the remaining Directors then
in office, even if less than a quorum. Directors may be removed by the
affirmative vote of the holders of a majority of the outstanding voting shares
of the Company, but only for cause.
Any stockholder intending to nominate a person for election as Director at
a meeting of stockholders may do so only if written notice of the stockholder's
intent to make such nomination, including certain related information specified
in the Amended and Restated By-Laws, is given to the Secretary of the Company
not later than 60 days or earlier than 90 days in advance of the annual meeting
at which the nomination is to be made (or in the case of a special meeting, not
later than the tenth day following the date on which notice of that meeting is
first given to stockholders).
CERTAIN ANTI-TAKEOVER PROVISIONS OF DELAWARE LAW
The Company is a Delaware corporation and is subject to Section 203 of the
Delaware General Corporation Law. In general, Section 203 prevents an
"interested stockholder" (defined generally as a person owning 15% or more of
the Company's outstanding voting stock) from engaging in a "business
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combination" (as defined in Section 203) with the Company (or its majority-owned
subsidiaries) for three years following the time such person became an
interested stockholder unless: (i) before such person became an interested
stockholder, the Company's Board of Directors approved the transaction in which
the interested stockholder became an interested stockholder or approved the
business combination; (ii) upon consummation of the transaction that resulted in
the interested stockholder becoming an interested stockholder, the interested
stockholder owns at least 85% of the Company's voting stock outstanding at the
time the transaction commenced (excluding stock held by directors who are also
officers of the Company and by employee stock plans that do not provide
employees with the rights to determine confidentially whether shares held
subject to the plan will be tendered in a tender or exchange offer); or (iii) at
or following the transaction in which such person became an interested
stockholder, the business combination is approved by the Company's Board of
Directors and approved at a meeting of stockholders by the affirmative vote of
the holders of at least two-thirds of the Company's outstanding voting stock not
owned by the interested stockholder. Under Section 203, the restrictions
described above also do not apply to certain business combinations proposed by
an interested stockholder following the earlier of the announcement or
notification of one of certain extraordinary transactions involving the Company
and a Person who had not been an interested stockholder during the previous
three years or who became an interested stockholder with the approval of a
majority of the Company's directors, if such extraordinary transaction is
approved or not opposed by a majority of the directors who were directors prior
to any person becoming an interested stockholder during the previous three years
or were recommended for election or elected to succeed such directors by a
majority of such directors.
DESCRIPTION OF SECURITIES WARRANTS
The Company may issue Securities Warrants for the purchase of Debt
Securities, Preferred Stock or Common Stock. Securities Warrants may be issued
independently or together with Debt Securities or shares of Preferred Stock or
Common Stock offered by any Prospectus Supplement and may be attached to or
separate from such Debt Securities or shares of Preferred Stock or Common Stock.
Each series of Securities Warrants will be issued under a separate warrant
agreement (a "Securities Warrant Agreement") to be entered into between the
Company and State Street Bank and Trust Company of Boston, Massachusetts or
another bank or trust company, as warrant agent (the "Securities Warrant
Agent"), all as set forth in the Prospectus Supplement relating to the
particular issue of offered Securities Warrants. The Securities Warrant Agent
will act solely as an agent of the Company in connection with the Securities
Warrants and will not assume any obligation or relationship of agency or trust
for or with any holders of Securities Warrants or beneficial owners of
Securities Warrants. Copies of the forms of Securities Warrant Agreements,
including the forms of Securities Warrant Certificates representing the
Securities Warrants, are filed as exhibits to the Registration Statement of
which this Prospectus is a part. The following summary of certain provisions of
the Securities Warrants does not purport to be complete and is subject to, and
is qualified in its entirety by reference to, all the provisions of the
Securities Warrant Agreements.
Reference is made to the Prospectus Supplement relating to the particular
issue of Securities Warrants offered thereby for the terms of such Securities
Warrants, including, where applicable: (i) the designation, aggregate principal
amount, currencies, denominations and terms of the series of Debt Securities
purchasable upon exercise of Securities Warrants to purchase Debt Securities and
the price at which such Debt Securities may be purchased upon such exercise;
(ii) the designation, number, stated value and terms (including, without
limitation, liquidation, dividend, conversion and voting rights) of the series
of Preferred Stock purchasable upon exercise of Securities Warrants to purchase
Preferred Stock and the price at which such number of shares of Preferred Stock
of such series may be purchased upon such exercise; (iii) the number of shares
of Common Stock purchasable upon the exercise of Securities Warrants to purchase
Common Stock and the price at which such number of shares of Common Stock may be
purchased upon such exercise; (iv) the date on which the right to exercise such
Securities Warrants shall commence and the date (the "Expiration Date") on which
such right shall expire; (v) U.S.
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federal income tax consequences applicable to such Securities Warrants; and (vi)
any other terms of such Securities Warrants. Securities Warrants for the
purchase of Preferred Stock and Common Stock will be offered and exercisable for
U.S. dollars only. Securities Warrants will be issued in registered form only.
The exercise price for Securities Warrants will be subject to adjustment in
accordance with the Applicable Prospectus Supplement.
Each Securities Warrant will entitle the holder thereof to purchase such
principal amount of Debt Securities or such number of shares of Preferred Stock
or Common Stock, as the case may be, at such exercise price as shall in each
case be set forth in, or calculable from, the Prospectus Supplement relating to
the offered Securities Warrants, which exercise price may be subject to
adjustment upon the occurrence of certain events as set forth in such Prospectus
Supplement. After the close of business on the Expiration Date (or such later
date to which such Expiration Date may be extended by the Company), unexercised
Securities Warrants will become void. The place or places where, and the manner
in which, Securities Warrants may be exercised shall be specified in the
Prospectus Supplement relating to such Securities Warrants.
Prior to the exercise of any Securities Warrants to purchase Debt
Securities, holders of such Securities Warrants 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 Applicable Indenture. Prior to the exercise of any Securities
Warrants to purchase Preferred Stock or Common Stock, holders of such Securities
Warrants will not have any rights of holders of the Preferred Stock or Common
Stock purchasable upon such exercise, including the right to receive payments of
dividends, if any, on the Preferred Stock or Common Stock purchasable upon such
exercise or to exercise any applicable right to vote.
PLAN OF DISTRIBUTION
The Company may sell the Offered Securities in or outside the United States
through underwriters or dealers, directly to one or more purchasers, or through
agents. The Prospectus Supplement with respect to the Offered Securities will
set forth the terms of the offering of the Offered Securities, including the
name or names of any underwriters, dealers or agents, the purchase price of the
Offered Securities and the proceeds to the Company from such sale, any delayed
delivery arrangements, any underwriting discounts and other items constituting
underwriters' compensation, the initial public offering price, any discounts or
concessions allowed or re-allowed or paid to dealers, and any securities
exchanges on which the Offered Securities may be listed.
If underwriters are used in the sale, the Offered Securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The Offered Securities may be offered to the public either through underwriting
syndicates represented by one or more managing underwriters or directly by one
or more firms acting as underwriters. The underwriter or underwriters with
respect to a particular underwritten offering of Offered Securities will be
named in the Prospectus Supplement relating to such offering, and, if an
underwriting syndicate is used, the managing underwriter or underwriters will be
set forth on the cover of such Prospectus Supplement. Unless otherwise set
forth in the Prospectus Supplement relating thereto, the obligations of the
underwriters or agents to purchase the Offered Securities will be subject to
conditions precedent, and the underwriters will be obligated to purchase all the
Offered Securities if any are purchased. The initial public offering price and
any discounts or concessions allowed or re-allowed or paid to dealers may be
changed from time to time.
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If dealers are used in the sale of Offered Securities with respect to which
this Prospectus is delivered, the Company will sell such Offered Securities to
the dealers as principals. The dealers may then resell such Offered Securities
to the public at varying prices to be determined by such dealers at the time of
resale. The names of the dealers and the terms of the transaction will be set
forth in the Prospectus Supplement relating thereto.
Offered Securities may be sold directly by the Company or through agents
designated by the Company from time to time at fixed prices, which may be
changed, or at varying prices determined at the time of sale. Any agent
involved in the offer or sale of the Offered Securities with respect to which
this Prospectus is delivered will be named, and any commissions payable by the
Company to such agent will be set forth, in the Prospectus Supplement relating
thereto. Unless otherwise indicated in the Prospectus Supplement, any such
agent will be acting on a best efforts basis for the period of its appointment.
Offered Securities may be sold directly by the Company to institutional
investors or others, who may be deemed to be underwriters within the meaning of
the Securities Act with respect to any resale thereof. The terms of any such
sales will be described in the Applicable Prospectus Supplement.
In connection with the sale of the Offered Securities, underwriters or
agents may receive compensation from the Company or from purchasers of Offered
Securities for whom they may act as agents in the form of discounts, concessions
or commissions. Underwriters, agents and dealers participating in the
distribution of the Offered Securities may be deemed to be underwriters, and any
discounts or commissions received by them from the Company and any profit on the
resale of the Offered Securities by them may be deemed to be underwriting
discounts or commissions under the Securities Act.
If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers from certain types of
institutions to purchase Offered Securities from the Company at the public
offering price set forth in the Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. Such contracts will be subject only to those conditions set forth in
the Prospectus Supplement, and the Prospectus Supplement will set forth the
commission payable for solicitation of such contracts.
Agents, dealers and underwriters may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments that such agents, dealers, or underwriters may be
required to make with respect thereto. Agents, dealers, and underwriters may be
customers of, engage in transactions with or perform services for the Company
in the ordinary course of business.
Some or all of the Offered Securities may be new issues of securities with
no established trading market. Any underwriters to whom Offered Securities are
sold by the Company for public offering and sale may make a market in such
Offered Securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. No assurance can be
given as to the liquidity of or the trading markets for any Offered Securities.
Certain of the underwriters, dealers or agents and their affiliates may be
customers of, engage in transactions with and perform services for the Company
in the ordinary course of business.
VALIDITY OF OFFERED SECURITIES
The validity of the Offered Securities will be passed upon for the Company
by Thomas D. Hyde, Esq., Vice President and General Counsel of the Company, and
for any underwriters by Cravath,
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Swaine & Moore of New York City. As of the date of this Prospectus, Thomas D.
Hyde, Esq. holds 18,417 shares and options to acquire 87,518 shares of Common
Stock of the Company.
EXPERTS
The consolidated balance sheets of Raytheon Company as of December 31, 1996
and 1995 and the related statements of income, stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1996 and the
related financial statement schedule, incorporated by reference in this
Prospectus, have been incorporated herein in reliance on the reports of Coopers
& Lybrand L.L.P., independent accountants, given on the authority of that firm
as experts in accounting and auditing. The financial statements of the Defense
Business of Texas Instruments as of December 31, 1996 and 1995 and for the three
years ended December 31, 1996, incorporated by reference in this Prospectus,
have been incorporated herein in reliance on the reports of Ernst & Young LLP,
independent auditors, given on the authority of that firm as experts in
accounting and auditing. The financial statements of the A&D Business of HEC as
of December 31, 1996 and 1995 and for each of the three years in the period
ended December 31, 1996, incorporated by reference in this Prospectus, have been
incorporated herein in reliance on the report of Deloitte & Touche LLP,
independent auditors, given on the authority of that firm as experts in
accounting and auditing.
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================================================================================
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR
ANY PROSPECTUS SUPPLEMENT, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY UNDERWRITER, AGENT OR DEALER. NEITHER THIS PROSPECTUS NOR ANY PROSPECTUS
SUPPLEMENT CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH AN OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF
THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER OR
THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREUNDER OR
THEREOF.
_____________________
TABLE OF CONTENTS
Page
----
Available Information......................... 2
Incorporation of Certain Documents
by Reference................................ 2
The Company................................... 3
The Acquisition............................... 4
The Merger.................................... 4
Use of Proceeds............................... 5
Ratio of Earnings to Fixed Charges............ 5
Description of Debt Securities................ 5
Description of Preferred Stock................ 14
Description of the Common Stock............... 17
Description of Securities Warrants............ 19
Plan of Distribution.......................... 20
Validity of Offered Securities................ 21
Experts....................................... 22
FORM S-3
REGISTRATION STATEMENT
RAYTHEON COMPANY
____________________
[LOGO] RAYTHEON
____________________
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the issuance and distribution of
the securities being registered, other than underwriting compensation, are:
S.E.C. Registration Fee........................... $ 909,091
Legal Fees and Expenses........................... 100,000
Accounting Fees and Expenses...................... 30,000
Trustee's Fees and Expenses....................... 20,000
Rating Agency Fees................................ 160,000
Blue Sky Fees and Expenses........................ 2,000
Printing and Engraving Fees....................... 90,000
Miscellaneous..................................... 18,909
==========
$1,330,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
THE COMPANY
Section 145 of the General Corporation Law of the State of Delaware reads
as follows:
(a) A corporation may 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, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' 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, had no
reasonable cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, 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 which 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, had reasonable cause to believe that his conduct was unlawful.
(b) A corporation may 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, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' 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 and except that no
indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have
II-1
<PAGE>
been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) 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, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such determination shall be made
(1) by a majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum, or (2) if there are no
such directors, or if such directors so direct, by independent legal
counsel in a written opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this section. Such
expenses (including attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the board of
directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any bylaw, agreement, vote
of stockholders or disinterested directors, or otherwise, both as to action
in his official capacity and as to action in another capacity while holding
such office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of 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, officer, employee or agent of another
corporation, 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.
(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
II-2
<PAGE>
venture, trust or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to any employee benefit
plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of expenses
or indemnification brought under this section or under any bylaw,
agreement, vote of stockholders or disinterested directors, or otherwise.
The Court of Chancery may summarily determine a corporation's obligations
to advance expenses (including attorneys' fees).
Article 7 of the Registrant's Amended and Restated By-Laws provides as
follows:
SECTION 7.1. Litigation Brought By Third Parties. The Corporation
shall 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,
formal or informal (other than an action by or in the right of the
Corporation) (an "Action") by reason of the fact that he or she is or was a
director or officer of the Corporation (a "Corporate Person"), or is or was
serving at the request of the Corporation as a director, officer, employee,
agent, partner, trustee or member or in another authorized capacity
(collectively, an "Authorized Capacity") of or for another corporation,
unincorporated association, business trust, partnership, joint venture,
employee benefit plan, individual or other legal entity, whether or not
organized or formed for profit (collectively, "Another Entity"), against
expenses (including attorneys' fees), judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred by him or her
in connection with such Action ("Expenses") if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct
was unlawful. The termination of any Action by judgment, order,
settlement, 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 which he or she reasonably believed
to be in or not opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had reasonable cause to
believe his or her conduct was unlawful.
SECTION 7.2. Litigation by or in the Right of the Corporation. The
Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any Action by or in the right of the
Corporation to procure a judgment in its favor by reason of
II-3
<PAGE>
the fact that he or she is or was a Corporate Person, or is or was serving
at the request of the Corporation in an Authorized Capacity of or for
Another Entity against Expenses actually and reasonably incurred by him or
her in connection with the defense or settlement of such Action if he or
she acted in good faith and in a manner he or she 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 claim, issue or matter as
to which such person shall have been adjudged to be liable for willful
negligence or misconduct in the performance of his or her duty to the
Corporation unless and only to the extent that the Court of Chancery of the
State of Delaware or the court in which such Action was pending shall
determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of
Chancery of equity or other court shall deem proper.
SECTION 7.3. Successful Defense. To the extent that a person who is
or was a Corporate Person or who is or was serving in an Authorized
Capacity of or for Another Entity at the request of the Corporation and has
been successful on the merits or otherwise in defense of any Action
referred to in Section 7.1 or 7.2 of this Article, or in defense of any
claim, issue or matter therein, he or she shall be indemnified against
Expenses actually and reasonably incurred by him or her in connection
therewith.
SECTION 7.4. Determination of Conduct. Any indemnification under
Section 7.1 or 7.2 of this Article (unless ordered by a court) shall be
made by the Corporation only upon a determination that indemnification of
the person is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in said Sections 7.1 or 7.2. Such
determination shall be made (a) by the Board of Directors by a majority
vote consisting of directors not at the time parties to such action, suit
or proceeding, even though less than a quorum, or (b) if there are no such
directors, or if such directors so direct, by independent legal counsel in
a written opinion, or (c) by the stockholders.
SECTION 7.5. Advance Payment. The Corporation shall advance Expenses
reasonably incurred by any Corporate Person in any Action in advance of the
final disposition thereof upon the undertaking of such party to repay the
advance unless it is ultimately determined that such party is entitled to
indemnification hereunder, if (a) the indemnitee furnishes the Corporation
a written affirmation of his or her good faith belief that he or she has
satisfied the standard of conduct in Section 7.1 or 7.2 and (b) a
determination is made by those making the decision pursuant to Section 7.4
that the facts then known would not preclude indemnification under these
By-Laws.
SECTION 7.6. By-Law Not Exclusive. The indemnification provided by
this Article 7 shall not be deemed exclusive of any other rights to which
any person may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors, or otherwise, both as to action in
his or her official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be
a director, officer, employee, agent or participant and shall inure to the
benefit of the heirs, executors and administrators of such a person.
SECTION 7.7. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a Corporate Person or is or
was serving at the request of the Corporation in an Authorized Capacity of
or for Another Entity against any liability asserted against him or her and
incurred by him or her in any such capacity, or arising out of his or her
status as such, whether or not the Corporation would have the power to
indemnify him or her against such liability under the provisions of this
Article or the General Corporation Law of the State of Delaware.
II-4
<PAGE>
SECTION 7.8. Further Indemnification. The Chairman may grant to any
employee or agent of the Corporation or its affiliates rights to
indemnification and to be paid expenses incurred in defending any
proceeding in advance of its final disposition.
SECTION 7.9. Definition of Corporation. For purposes of this Article
7, references to "the Corporation" shall include, in addition to the
surviving or resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger
which, if its separate existence had continued, would have had power and
authority to indemnify its director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
shall stand in the same position under the provisions of this Article 7
with respect to the surviving or resulting corporation as he or she would
have with respect to such constituent corporation if its separate existence
had continued.
SECTION 7.10. Change in Law. Notwithstanding the foregoing provisions
of Article 7, the Corporation shall indemnify any person who is or was a
Corporate Person or is or was serving at the request of the Corporation in
an Authorized Capacity of or for Another Entity to the full extent
permitted by the General Corporation Law of the State of Delaware or by any
other applicable law, as may from time to time be in effect.
SECTION 7.11. Jurisdiction in Court of Chancery. The Delaware Court
of Chancery is hereby vested with exclusive jurisdiction to hear and
determine all actions for advancement of expenses or indemnification
brought under Section 145, Chapter 1, Title 8, Delaware Code or these By-
Laws or under any agreement, vote of stockholders or disinterested
directors, or otherwise. The Delaware Court of Chancery may summarily
determine the Corporation's obligation to advance Expenses.
Subparagraph 11 of Article Ninth of Registrant's Restated Certificate of
Incorporation provides as follows:
No director shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director
shall be liable to the extent provided by applicable law (i) for breach of
the director's duty of loyalty to the Corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) pursuant to Section 174 of
the Delaware General Corporation Law, or (iv) for any transaction from
which the director derived an improper personal benefit. If the Delaware
Corporation Law hereafter is amended to authorize, with the approval of the
Corporation's stockholders, further reductions in the liability of a
Corporation's directors for breach of fiduciary duty, then a director of
the Corporation shall not be liable for any such breach to the fullest
extent permitted by the Delaware Corporation Law as so amended. No
amendment to alter or repeal this subparagraph 11 shall apply to or have
any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment.
ITEM 16. EXHIBITS.
1.1 Form of Underwriting Agreement for the Senior Debt Securities and
the Subordinated Debt Securities
**1.2 Form of Underwriting Agreement for the Preferred Stock and Common
Stock
*2.1 Asset Purchase Agreement dated as of January 4, 1997 between
Raytheon Company and Texas Instruments Incorporated, heretofore
filed as an exhibit to the Company's Current
II-5
<PAGE>
Report on Form 8-K filed with the Securities and Exchange Commission
on January 6, 1997, is hereby incorporated by reference.
*2.2 Agreement and Plan of Merger dated as of January 16, 1997 by and
between Raytheon Company and HE Holdings, Inc., heretofore filed as
an exhibit to the Company's Current Report on Form 8-K filed with
the Securities and Exchange Commission on January 17, 1997, is
hereby incorporated by reference.
*2.3 Implementation Agreement dated as of January 16, 1997 by and between
Raytheon Company and General Motors Corporation, heretofore filed as
an exhibit to the Company's Current Report on Form 8-K filed with
the Securities and Exchange Commission on January 17, 1997, is
hereby incorporated by reference.
*4.1 Indenture dated as of July 3, 1995 between Raytheon Company and The
Bank of New York, Trustee, filed as an exhibit to Raytheon's
Registration Statement on Form S-3, File No. 33-59241, is hereby
incorporated by reference.
**4.2 Form of Indenture relating to Subordinated Debt Securities
*4.3 Form of Debt Securities relating to Senior Debt Securities (included
in Exhibit 4.1)
**4.4 Form of Debt Securities relating to Subordinated Debt Securities
(to be included in Exhibit 4.2)
**4.5 Form of Warrant Agreement.
5.1 Opinion of Thomas D. Hyde, Esq., Vice President and General Counsel
of the Company
*12 Statement re: computation of ratios, heretofore filed as an exhibit
to the Company's Form 10-K for the year ended December 31, 1996, is
hereby incorporated by reference.
23.1 Consent of Thomas D. Hyde, Esq. (included in Exhibit 5.1)
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Ernst & Young LLP
23.4 Consent of Deloitte & Touche LLP
24 Power of Attorney (Filed herewith - see signature page)
25.1 Form T-1 Statement of Eligibility of the Senior Debt Trustee and the
Subordinated Debt Trustee.
____________________
* Incorporated herein by reference.
** To be filed either by amendment or as an exhibit to an Exchange Act
Report and incorporated herein by reference.
ITEM 17. UNDERTAKINGS.
(A) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(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 the
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
II-6
<PAGE>
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 (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, as amended (the "Exchange Act") that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(B) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act that is incorporated
by reference in the registration statement) shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(C) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Raytheon
Company 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 Lexington, Commonwealth of Massachusetts, on the
day of May 23, 1997.
RAYTHEON COMPANY
/s/ Christoph L. Hoffmann
By __________________________________
Christoph L. Hoffmann
Executive Vice President
Law and Corporate
Administration, and Secretary
We, the undersigned officers and Directors of Raytheon Company, hereby
severally constitute and appoint Peter R. D'Angelo, Kenneth H. Colburn, Herbert
Deitcher and Thomas D. Hyde and each of them singly, our true and lawful
attorneys with full power to them, and each of them, and each of them singly, to
sign for us and in our names in the capacities indicated below, the Registration
Statement on Form S-3 filed herewith and any and all pre-effective and post-
effective amendments to said Registration Statement, and generally to do all
such things in our names and on our behalf in our capacities as officers and
Directors to enable Raytheon Company to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signature as then may be signed
by our said attorneys or any of them, to said Registration Statement and any and
all amendments thereto.
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on April 23, 1997 by the following
persons in the capacities indicated.
SIGNATURE CAPACITY
_________ ________
/s/ Dennis J. Picard Chairman of the Board of Directors
__________________________________ and Chief Executive Officer (Principal
Dennis J. Picard Executive Officer) and Director
/s/ Peter R. D'Angelo Executive Vice President and Chief
__________________________________ Financial Officer (Principal Financial
Peter R. D'Angelo Officer and Principal Accounting
Officer)
/s/ Charles F. Adams Director
__________________________________
Charles F. Adams
/s/ Francis H. Burr Director
__________________________________
Francis H. Burr
/s/ Ferdinand Colloredo-Mansfeld Director
__________________________________
Ferdinand Colloredo-Mansfeld
/s/ Theodore L. Eliot, Jr. Director
__________________________________
Theodore L. Eliot, Jr.
/s/ John R. Galvin Director
__________________________________
John R. Galvin
/s/ Barbara B. Hauptfuhrer Director
__________________________________
Barbara B. Hauptfuhrer
/s/ Richard D. Hill Director
__________________________________
Richard D. Hill
/s/ L. Dennis Kozlowski Director
__________________________________
L. Dennis Kozlowski
/s/ James N. Land, Jr. Director
__________________________________
James N. Land, Jr.
/s/ A. Lowell Lawson Director
__________________________________
A. Lowell Lawson
/s/ Thomas L. Phillips Director
__________________________________
Thomas L. Phillips
/s/ Warren B. Rudman Director
__________________________________
Warren B. Rudman
/s/ Joseph J. Sisco Director
__________________________________
Joseph J. Sisco
/s/ Alfred M. Zeien Director
__________________________________
Alfred M. Zeien
II-9
<PAGE>
EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-3
EXHIBIT NO. EXHIBIT
- ----------- -------
1.1 Form of Underwriting Agreement for the Senior Debt Securities and
the Subordinated Debt Securities
**1.2 Form of Underwriting Agreement for the Preferred Stock and Common
Stock
*2.1 Asset Purchase Agreement dated as of January 4, 1997 between
Raytheon Company and Texas Instruments Incorporated, heretofore
filed as an exhibit to the Company's Current Report on Form 8-K
filed with the Securities and Exchange Commission on January 6,
1997, is hereby incorporated by reference.
*2.2 Agreement and Plan of Merger dated as of January 16, 1997 by and
between Raytheon Company and HE Holdings, Inc., heretofore filed as
an exhibit to the Company's Current Report on Form 8-K filed with
the Securities and Exchange Commission on January 17, 1997, is
hereby incorporated by reference.
*2.3 Implementation Agreement dated as of January 16, 1997 by and between
Raytheon Company and General Motors Corporation, heretofore filed as
an exhibit to the Company's Current Report on Form 8-K filed with
the Securities and Exchange Commission on January 17, 1997, is
hereby incorporated by reference.
*4.1 Indenture dated as of July 3, 1995 between Raytheon Company and The
Bank of New York, Trustee, filed as an exhibit to Raytheon's
Registration Statement on Form S-3, File No. 33-59241, is hereby
incorporated by reference.
**4.2 Form of Indenture relating to Subordinated Debt Securities
*4.3 Form of Debt Securities relating to Senior Debt Securities (included
in Exhibit 4.1)
**4.4 Form of Debt Securities relating to Subordinated Debt Securities
(to be included in Exhibit 4.2)
**4.4 Form of Warrant Agreement.
5.1 Opinion of Thomas D. Hyde, Esq.
*12 Statement re: computation of ratios, heretofore filed as an exhibit
to the Company's Form 10-K for the year ended December 31, 1996, is
hereby incorporated by reference.
23.1 Consent of Thomas D. Hyde, Esq. (included in Exhibit 5.1)
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Ernst & Young LLP
23.4 Consent of Deloitte & Touche LLP
24 Power of Attorney (Filed herewith - see signature page)
25.1 Form T-1 Statement of Eligibility of the Senior Debt Trustee and the
Subordinated Debt Trustee.
- -----------------
* Incorporated herein by reference.
** To be filed either by amendment or as an exhibit to an Exchange Act
Report and incorporated herein by reference.
II-10
<PAGE>
EXHIBIT 1.1
RAYTHEON COMPANY
Debt Securities
UNDERWRITING AGREEMENT
SECTION 1. Introduction. Raytheon Company, a Delaware corporation
-------------
("Company"), proposes to issue and sell from time to time certain of its debt
-------
securities registered under the registration statement referred to in Section
2(a) ("Registered Securities"). The Registered Securities will be issued under
---------------------
an indenture, dated as of May 15, 1995 ("Indenture"), between the Company and
---------
The First National Bank of Boston, as Trustee, in one or more series, which
series may vary as to interest rates, maturities, redemption provisions, selling
prices and other terms, with such terms for any particular series of the
Registered Securities being determined at the time of sale. Particular series of
the Registered Securities will be sold pursuant to a Terms Agreement referred to
in Section 3 for resale in accordance with terms of offering determined at the
time of sale.
The Registered Securities involved in any such offering are
hereinafter referred to as the "Securities". The firm or firms which agree to
----------
purchase the Securities are hereinafter referred to as the "Underwriters" and
------------
the representative or representatives of the Underwriters, if any, specified in
a Terms Agreement referred to in Section 3 are hereinafter referred to as the
"Representatives"; provided, however, that if the Terms Agreement does not
---------------
specify any representative of the Underwriters, the term "Representatives", as
---------------
used in this Agreement (other than in Sections 2(b), 5(e) and 6 and the second
sentence of Section 3), shall mean the Underwriters.
2. Representations and Warranties of the Company. The Company
----------------------------------------------
represents and warrants to and agrees with each Underwriter that:
(a) A registration statement (No. 333- ), including a prospectus,
relating to the Registered Securities has been filed with the Securities
and Exchange Commission ("Commission") and has become effective. Such
----------
registration statement, as amended at the time of any Terms Agreement
referred to in Section 3, is hereinafter referred to as the "Registration
------------
Statement", and the prospectus included in such Registration Statement, as
---------
supplemented as contemplated by Section 3 to reflect the terms of the
Securities and the terms of offering thereof, as first filed with the
Commission pursuant to and in accordance with Rule 424(b) under the
Securities Act of 1933, as amended ("Act"), including all material
---
incorporated by reference therein, is hereinafter referred to as the
"Prospectus".
----------
(b) On the effective date, the Registration Statement conformed in
all material respects to the requirements of the Act, the Trust Indenture
Act of 1939, as amended ("Trust Indenture Act"), and the rules and
-------------------
regulations of the Commission ("Rules and Regulations") and did not include
---------------------
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein
not misleading; and on the date of each Terms Agreement referred to in
Section 3, the Registration Statement and the Prospectus will conform in
all material respects to the requirements of the Act, the
<PAGE>
2
Trust Indenture Act and the Rules and Regulations, and neither of such
documents will include any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make
the statements therein not misleading, except that the foregoing does not
apply to (i) statements in or omissions from any of such documents based
upon written information furnished to the Company by any Underwriter
through the Representatives, if any, specifically for use therein or (ii)
that part of the Registration Statement that constitutes the Statement of
Eligibility and Qualification (Form T-1) under the Trust Indenture Act.
3. Purchase and Offering of Securities. The obligation of the
------------------------------------
Underwriters to purchase the Securities will be evidenced by an exchange of
telegraphic or other written communications ("Terms Agreement") at the time the
---------------
Company determines to sell the Securities. The Terms Agreement will incorporate
by reference the provisions of this Agreement, except as otherwise provided
therein, and will specify the firm or firms which will be Underwriters, the
names of any Representatives, the principal amount to be purchased by each
Underwriter, the purchase price to be paid by the Underwriters and the terms of
the Securities not already specified in the Indenture, including, but not
limited to, interest, maturity, any redemption provision and any sinking fund
requirements and whether any of the Securities may be sold to institutional
investors pursuant to Delayed Delivery Contracts (as defined below). The Terms
Agreement will also specify the time and date of delivery and payment (such time
and date, or such other time not later than seven full business days thereafter
as the Representatives and the Company agree as the time for payment and
delivery, being herein and in the Terms Agreement referred to as the "Closing
-------
Date"), the place of delivery and payment and any details of the terms of
- ----
offering that should be reflected in the prospectus supplement relating to the
offering of the Securities. The obligations of the Underwriters to purchase the
Securities will be several and not joint. It is understood that the
Underwriters propose to offer the Securities for sale as set forth in the
Prospectus. Unless the Terms Agreement specifies that the Securities will be
issued in the form of a global security to be deposited with a depositary, as
contemplated by the Indenture, the securities delivered to the Underwriters on
the Closing Date will be in definitive fully registered form, in such
denominations and registered in such names as the Underwriters may request.
If the Terms Agreement provides for the sale of Securities pursuant to
delayed delivery contracts, the Company authorizes the Underwriters to solicit
offers to purchase Securities pursuant to delayed delivery contracts
substantially in the form of Annex I attached hereto ("Delayed Delivery
------- ----------------
Contracts") with such changes therein as the Company may authorize or approve.
- ---------
Delayed Delivery Contracts are to be with institutional investors, including
commercial and savings banks, insurance companies, pension funds, investment
companies and educational and charitable institutions. On the Closing Date, the
Company will pay, as compensation, to the Representatives for the accounts of
the Underwriters, the fee set forth in such Terms Agreement in respect of the
principal amount of Securities to be sold pursuant to Delayed Delivery Contracts
("Contract Securities"). The Underwriters will not have any responsibility in
-------------------
respect of the validity or the performance of Delayed Delivery Contracts. If
the Company executes and delivers Delayed Delivery Contracts, the Contract
Securities will be deducted from the Securities to be purchased by the several
Underwriters and the aggregate principal amount of Securities to be purchased by
each Underwriter will be reduced pro rata in proportion to the principal amount
of Securities set forth opposite each Underwriter's name in such Terms
Agreement, except to the extent that the Representatives determine
<PAGE>
3
that such reduction shall be otherwise than pro rata and so advise the Company.
The Company will advise the Representatives not later than the business day
prior to the Closing Date of the principal amount of Contract Securities.
4. Certain Agreements of the Company. The Company agrees with the
----------------------------------
several Underwriters that it will furnish to the Representatives one signed copy
of the Registration Statement, including all exhibits, in the form in which it
became effective and of all amendments thereto, and that, in connection with
each offering of Securities:
(a) The Company will advise the Representatives promptly of any
proposal to amend or supplement the Registration Statement or the
Prospectus and will afford the Representatives a reasonable opportunity to
comment on any such proposed amendment or supplement; and the Company will
also advise the Representatives promptly of the filing of any such
amendment or supplement and of the institution by the Commission of any
stop order proceedings in respect of the Registration Statement or of any
part thereof and will use its best efforts to prevent the issuance of any
such stop order and to obtain as soon as possible its lifting, if issued.
(b) If, at any time when a prospectus relating to the Securities is
required to be delivered under the Act, any event occurs as a result of
which the Prospectus as then amended or supplemented would include an
untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or if it is necessary at any
time to amend the Prospectus to comply with the Act, the Company promptly
will prepare and file with the Commission an amendment or supplement which
will correct such statement or omissions or an amendment which will effect
such compliance.
(c) As soon as practicable after the date of each Terms Agreement,
the Company will make generally available to its security holders an
earnings statement covering a period of at least 12 months beginning after
the latest of (i) the effective date of the Registration Statement, (ii)
the effective date of the most recent post-effective amendment to the
Registration Statement to become effective prior to the date of such Terms
Agreement and (iii) the date of the Company's most recent Annual Report on
Form 10-K filed with the Commission prior to the date of such Terms
Agreement, which will satisfy the provisions of Section 11(a) of the Act.
(d) The Company will furnish to the Representatives copies of the
Registration Statement, including all exhibits, any related preliminary
prospectus, any related preliminary prospectus supplement, the Prospectus
and all amendments and supplements to such documents, in each case as soon
as available and in such quantities as are reasonably requested.
(e) The Company will arrange for the qualification of the Securities
for sale and the determination of their eligibility for investment under
the laws of such jurisdictions as the Representatives designate and will
continue such qualifications in effect so long as required for the
distribution.
<PAGE>
4
(f) The Company will pay all expenses incident to the performance of
its obligations under this Agreement and will reimburse the Underwriters
for any expenses (including reasonable fees and disbursements of counsel)
incurred by them in connection with qualification of the Registered
Securities for sale and determination of their eligibility for investment
under the laws of such jurisdictions as the Representatives may designate
and the printing of memoranda relating thereto, and for any fees charged by
investment rating agencies for the rating of the Securities and for
expenses incurred in distributing the Prospectus, any preliminary
prospectuses and any preliminary prospectus supplements to underwriters.
(g) For a period beginning at the time of execution of the Terms
Agreement and ending 30 days after the Closing Date, without the prior
consent of the Representatives, the Company will not offer, sell, contract
to sell or otherwise dispose of any United States dollar-denominated debt
securities issued or guaranteed by the Company and having a maturity of
more than one year from the date of issue.
5. Conditions of the Obligations of the Underwriters. The
--------------------------------------------------
obligations of the several Underwriters to purchase and pay for the Securities
will be subject to the accuracy of the representations and warranties on the
part of the Company herein, to the accuracy of the statements of the Company
officers made pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional conditions
precedent:
(a) On or prior to the date of the Terms Agreement, the
Representatives shall have received a letter, dated the date of delivery
thereof, of Coopers & Lybrand L.L.P., covering such matters as are
customary for accountants' "comfort" letters for underwritten transactions
of the type contemplated by the Terms Agreement and in form and substance
reasonably satisfactory to the Representatives.
(b) If, at the date of the Terms Agreement, the financial statements
of the Defense Business of Texas Instruments Incorporated, referred to in
the report of Ernst & Young LLP dated February 18, 1997, are incorporated
by reference into the Registration Statement, then on or prior to the date
of the Terms Agreement the Representatives shall have received a letter,
dated the date of delivery thereof, of Ernst & Young LLP, covering such
matters relating to such financial statements as are customary for
accountants' "comfort" letters for underwritten transactions of the type
contemplated by the Terms Agreement and in form and substance reasonably
satisfactory to the Representatives.
(c) If, at the date of the Terms Agreement, the financial statements
of the Defense Business of Hughes Electronics Corporation, referred to in
the report of Deloitte & Touche LLP dated March 21, 1997, are incorporated
by reference into the Registration Statement, then on or prior to the date
of the Terms Agreement the Representatives shall have received a letter,
dated the date of delivery thereof, of Deloitte & Touche LLP, covering such
matters relating to such financial statements as are customary for
accountants' "comfort" letters for underwritten transactions of the type
contemplated by the Terms Agreement and in form and substance reasonably
satisfactory to the Representatives.
<PAGE>
5
(d) No stop order suspending the effectiveness of the Registration
Statement or of any part thereof shall have been issued and no proceedings
for that purpose shall have been instituted or, to the knowledge of the
Company or any Underwriter, shall be contemplated by the Commission.
(e) Subsequent to the execution of the Terms Agreement (i) there
shall not have occurred any change, or any development involving a
prospective change, in or affecting particularly the business or properties
of the Company or its subsidiaries which, in the judgment of a majority in
interest of the Underwriters, including any Representatives, materially
impairs the investment quality of the Securities or the Registered
Securities; (ii) trading generally shall not have been suspended or
materially limited on or by, as the case may be, any of the New York Stock
Exchange, the American Stock Exchange, the National Association of
Securities Dealers, Inc., the Chicago Board of Options Exchange, the
Chicago Mercantile Exchange or the Chicago Board of Trade; (iii) trading of
any securities of the Company shall not have been suspended on any exchange
or in any over-the-counter market; (iv) there shall not have occurred any
downgrading, nor shall any notice have been given of any intended or
potential downgrading, in the rating accorded any of the Company's
securities by any "nationally recognized statistical rating organization",
as such term is defined for purposes of Rule 436(g)(2) under the Act; (v)
no banking moratorium shall have been declared by Federal or New York
authorities; and (vi) there shall not have occurred any outbreak or
escalation of major hostilities in which the United States is involved, any
declaration of war by Congress or any other substantial national or
international calamity or emergency if, in the judgment of a majority in
interest of the Underwriters, including any Representatives, the effect of
any such outbreak, escalation, declaration, calamity or emergency makes it
impractical to proceed with completion of the sale of and payment for the
Securities.
(f) The Representatives shall have received an opinion, dated the
Closing Date, of Thomas D. Hyde, Vice President and General Counsel for the
Company, to the effect that:
(i) The Company is duly incorporated, validly existing and in
good standing under the laws of the State of Delaware, with corporate
and authority to own its properties and conduct its business as
described in the Prospectus; and the Company is duly qualified to do
business as a foreign corporation in good standing in all other
jurisdictions in which it owns or leases substantial properties or in
which the conduct of its business requires such qualification, except
where the failure to be so qualified would not have a material adverse
effect on the Company;
(ii) The Securities have been duly authorized; the Securities
other than any Contract Securities, when executed and authenticated in
accordance with the terms of the Indenture and delivered to and paid
for by the Underwriters in accordance with the Terms Agreement
(including the provisions of this Agreement), and any Contract
Securities, when executed, authenticated, issued and delivered in the
manner provided in the Indenture and sold pursuant to Delayed Delivery
Contracts, will constitute valid and legally binding obligations of
the Company entitled to the benefits provided by the Indenture;
<PAGE>
6
(iii) The execution, delivery and performance of the Indenture,
the Terms Agreement (including the provisions of this Agreement) and
any Delayed Delivery Contracts and the issuance and sale of the
Securities and compliance with the terms and provisions thereof will
not result in a breach or violation of any of the terms and provisions
of or constitute a default under (A) any order known to such counsel
of any governmental agency having jurisdiction over the Company or any
of its properties or any agreement or instrument known to such counsel
to which the Company is a party or by which the Company is bound or to
which any of the properties of the Company is subject, which would
cause a material adverse change in the financial position,
shareholders' equity or results of operations of the Company or affect
the validity of the Securities or the legal authority of the Company
to comply with the terms of the Securities, the Indenture or this
Agreement or (B) the charter or By-laws of the Company, and the
Company has full power and authority to authorize, issue and sell the
Securities as contemplated by the Terms Agreement (including the
provisions of this Agreement);
(iv) The Indenture has been duly authorized, executed and
delivered by the Company and (assuming due authorization, execution
and delivery by the Trustee) is a valid and binding agreement of the
Company enforceable against the Company in accordance with its terms,
except (A) as such enforceability may be limited by bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights
generally and (B) that the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought;
(v) The Terms Agreement (including the provisions of this
Agreement) and any Delayed Delivery Contracts have been duly
authorized, executed and delivered by the Company; and
(vi) No authorization, approval or consent of any governmental
authority or agency is necessary in connection with the transactions
contemplated by the Terms Agreement (including the provisions of this
Agreement) except such as may be required under the Act, the Trust
Indenture Act and state securities or Blue Sky laws.
In addition, Mr. Hyde shall state that he or others working under
his supervision have participated in conferences with officers and other
representatives of the Company, outside counsel for the Company,
representatives of the independent public accountants for the Company, and
the Underwriters, at which the contents of the Registration Statement and
Prospectus and related matters were discussed and, although he is not
passing upon, and does not assume any responsibility for, the accuracy,
completeness or fairness of the statements contained in the Registration
Statement and Prospectus, on the basis of the foregoing and on his ongoing
representation of the Company, no facts have come to his attention that
lead him to believe that (i) such registration statement, at the time such
registration statement became effective, or the Registration Statement, as
of the date of the Terms Agreement, or any amendment or supplement to the
<PAGE>
7
Registration Statement or the Prospectus, contained an untrue statement of
a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, or (ii)
that the Prospectus, as of its date and the Closing Date, contained an
untrue statement of a material fact or omitted to state a material fact
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, except that he need express no
opinion with respect to the financial statements, schedules and other
financial and statistical data included or incorporated by reference in the
Registration Statement or Prospectus or with respect to the Form T-1.
(g) The Representatives shall have received an opinion, dated such
Closing Date, of Wachtell, Lipton, Rosen & Katz, counsel for the Company,
who may rely as to the approval or consent of non-Federal governmental
authorities upon the opinion of Thomas D. Hyde, Esq. referred to above, to
the effect that:
(i) The Securities, other than any Contract Securities, and the
Indenture, conform, and any Contract Securities, when executed,
authenticated, issued and delivered in the manner provided in the
Indenture and sold pursuant to Delayed Delivery Contracts, will
conform in all material respects to the descriptions thereof contained
in the Prospectus;
(ii) The Indenture has been duly qualified under the Trust
Indenture Act;
(iii) The Registration Statement has become effective under the
Act, and, to the best of such counsel's knowledge, no stop order
suspending the effectiveness of the Registration Statement or any part
thereof has been issued and no proceedings for that purpose have been
instituted or are pending or contemplated;
(iv) The registration statement relating to the Registered
Securities, as of its effective date, the Registration Statement and
the Prospectus, as of the date of the Terms Agreement, and each
amendment or supplement thereto, as of their respective effective or
mailing dates (but excluding the financial statements and schedules
and other financial and statistical data and the Form T-1 included or
incorporated by reference therein, as to which such counsel need
express no opinion) complied as to form in all material respects with
the Act, the Trust Indenture Act and the Rules and Regulations, as
applicable;
(v) Such counsel do not know of any legal or governmental
proceedings required to be described in the Prospectus which are not
described as required, nor of any contracts or documents of a
character required to be described in the Registration Statement or
Prospectus or to be filed as exhibits to the Registration Statement
which are not described and filed as required; and
(vi) No authorization, approval or consent of any governmental
authority or agency is necessary in connection with the transactions
<PAGE>
8
contemplated by the Terms Agreement (including the provisions of this
Agreement) except such as may be required under the Act, the Trust
Indenture Act and state securities or Blue Sky laws.
(h) The Representatives shall have received from Cravath, Swaine &
Moore, counsel for the Underwriters, to be named in the Terms Agreement
such opinion or opinions, dated the Closing Date, with respect to the
validity of the Securities, the Registration Statement, the Prospectus and
other related matters as they may require, and the Company shall have
furnished to such counsel such documents as they request for the purpose of
enabling them to pass upon such matters.
(i) The Representatives shall have received a certificate, dated the
Closing Date, of any vice-president and a principal financial or accounting
officer of the Company in which such officers, to the best of their
knowledge after reasonable investigation, shall state that the
representations and warranties of the Company in this Agreement are true
and correct, that the Company has complied with all agreements and
satisfied all conditions on its part to be performed or satisfied hereunder
at or prior to the Closing Date, that no stop order suspending the
effectiveness of the Registration Statement or of any part thereof has been
issued and no proceedings for that purpose have been instituted or are
contemplated by the Commission and that, subsequent to the date of the most
recent financial statements in the Prospectus, there has been no material
adverse change in the business, financial position or results of operations
of the Company and its subsidiaries except as set forth in or contemplated
by the Prospectus or as described in such certificate.
(j) The Representatives shall have received a letter, dated the
Closing Date, of Coopers & Lybrand L.L.P., which reconfirms the matters set
forth in their letter delivered pursuant to subsection (a) of this Section
and covering such matters as are customary for accountants' "comfort"
letters for underwritten transactions of the type contemplated by the Terms
Agreement and in form and substance reasonably satisfactory to the
Representatives. If Ernst & Young LLP or Deloitte & Touche LLP shall have
delivered a letter to the Representatives pursuant to subsection (b) or
(c), respectively, of this Section, the Representatives shall have received
a letter, dated the Closing Date, of Ernst &Young LLP or Deloitte & Touche
LLP, as the case may be, which reconfirms the matters set forth in their
previous letter and is in form and substance reasonably satisfactory to the
Representatives.
6. Indemnification and Contribution. (a) The Company will indemnify
---------------------------------
and hold harmless each Underwriter against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Registration Statement, the Prospectus, or any amendment or supplement
thereto, or any related preliminary prospectus or preliminary prospectus
supplement, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and will reimburse each Underwriter
for any legal or other expenses reasonably incurred by such Underwriter in
connection with investigating
<PAGE>
9
or defending any such loss, claim, damage, liability or action as such expenses
are incurred; provided, however, that the Company will not be liable (i) in any
such case to the extent that any such loss, claim, damage or liability arises
out of or is based upon an untrue statement or alleged untrue statement in or
omission or alleged omission from any of such documents in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
through the Representatives, if any, specifically for use therein and (ii) to
any Underwriter (or anyone controlling such Underwriter), with respect to any
preliminary prospectus or preliminary prospectus supplement, from whom the
person asserting any such loss, claim, damage or liability purchased Securities,
if a copy of the Prospectus (as then amended or supplemented if the Company
shall have furnished any amendment or supplements thereto) was not delivered by
or on behalf of such Underwriter to such person, if required by law to have been
so delivered, at or prior to the written confirmation of the sale of the
Securities to such person, and if the Prospectus (as so amended and
supplemented) would have cured the defect giving rise to such loss, claim,
damage or liability.
(b) Each Underwriter will, severally and not jointly, indemnify and
hold harmless the Company against any losses, claims, damages or liabilities to
which the Company may become subject, under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in the Registration Statement, the Prospectus, or
any amendment or supplement thereto, or any related preliminary prospectus or
preliminary prospectus supplement, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by such
Underwriter through the Representatives, if any, specifically for use therein,
and will reimburse any legal or other expenses reasonably incurred by the
Company in connection with investigating or defending any such loss, claim,
damage, liability or action as such expenses are incurred.
(c) Promptly after receipt by an indemnified party under this section
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
subsection (a) or (b) above, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party otherwise than
under subsection (a) or (b) above. In case any such action is brought against
any indemnified party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and, to
the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not be liable to such indemnified
party under this Section for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof other than
reasonable costs of investigation. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened action in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such
<PAGE>
10
settlement includes an unconditional release of such indemnified party from all
liability on any claims that are the subject matter of such action.
(d) If the indemnification provided for in this Section is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Company on the one hand and the Underwriters on the other from the offering
of the Securities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company on the one hand and the Underwriters on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities as well as any other relevant equitable
considerations. The relative benefits by the Company on the one hand and the
Underwriters on the other shall be deemed to be in the same proportion as the
total net proceeds from the offering (before deducting expenses) received by the
Company bear to the total underwriting discounts and commissions received by the
Underwriters. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company or the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The amount paid by an indemnified
party as a result of the losses, claims, damages or liabilities referred to in
the first sentence of this subsection (d) shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding the provisions of this subsection (d), no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations in
this subsection (d) to contribute are several in proportion to their respective
underwriting obligations and not joint.
(e) The obligations of the Company under this Section shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section shall be in addition to any liability which the
respective Underwriters may otherwise have and shall extend, upon the same terms
and conditions, to each director of the Company, to each officer of the Company
who has signed the Registration Statement and to each person, if any, who
controls the Company within the meaning of the Act.
7. Default of Underwriters. If any Underwriter or Underwriters
------------------------
default in their obligations to purchase Securities under the Terms Agreement
and the aggregate principal amount of the Securities that such defaulting
Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of
the total principal amount of the
<PAGE>
11
Securities, the Representatives may make arrangements satisfactory to the
Company for the purchase of such Securities by other persons, including any of
the Underwriters, but if no such arrangements are made by the Closing Date, the
nondefaulting Underwriters shall be obligated severally, in proportion to their
respective commitments under this Agreement and the Terms Agreement, to purchase
the Securities that such defaulting Underwriters agreed but failed to purchase.
If any Underwriter or Underwriters so default and the aggregate principal amount
of the Securities with respect to which such default or defaults occur exceeds
10% of the total principal amount of the Securities and arrangements
satisfactory to the Representatives and the Company for the purchase of such
Securities by other persons are not made within 36 hours after such default,
such Terms Agreement will terminate without liability on the part of any
nondefaulting Underwriter or the Company, except as provided in Section 8. As
used in this Agreement, the term "Underwriter" includes any person substituted
for an Underwriter under this Section. Nothing herein will relieve a defaulting
Underwriter from liability for its default. The respective commitments of the
several Underwriters for the purposes of this Section shall be determined
without regard to the reduction in the respective Underwriters' obligations to
purchase the principal amounts of the Securities set forth opposite their names
in the Terms Agreement as a result of Delayed Delivery Contracts entered into by
the Company.
The foregoing obligations and agreements set forth in this Section
will not apply if the Terms Agreement specifies that such obligations and
agreements will not apply.
8. Survival of Certain Representations and Obligations. The
----------------------------------------------------
respective indemnities, agreements, representations, warranties and other
statements of the Company or its officers and of the several Underwriters set
forth or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation, or statement as to the results thereof, made by
or on behalf of any Underwriter, the Company or any of their respective
representatives, officers or directors or any controlling person, and will
survive delivery of and payment for the Securities. If the Terms Agreement is
terminated pursuant to Section 7 or if for any reason the purchase of the
Securities by the Underwriters under the Terms Agreement is not consummated, the
Company shall remain responsible for the expenses to be paid or reimbursed by it
pursuant to Section 4 and the respective obligations of the Company and the
Underwriters pursuant to Section 6 shall remain in effect. If the purchase of
the Securities by the Underwriters is not consummated because of any failure or
refusal on the part of the Company to comply with the terms or to fulfill any of
the conditions of this Agreement (excluding the matters set forth in Section
5(d)), or if for any reason the Company shall be unable to perform its
obligations under this Agreement, the Company will reimburse the Underwriters
for all reasonable out-of-pocket expenses (including reasonable fees and
disbursements of counsel) reasonably incurred by them in connection with the
offering of the Securities.
9. Notices. All communications hereunder will be in writing and, if
--------
sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed
to them at their addresses furnished to the Company in writing for the purpose
of communications hereunder or, if sent to the Company, will be mailed,
delivered or telegraphed and confirmed to it at 141 Spring Street, Lexington,
Massachusetts 02173, Attention of General Counsel.
<PAGE>
12
10. Successors. This Agreement will inure to the benefit of and be
-----------
binding upon the Company and such Underwriters as are identified in Terms
Agreements and their respective successors and the officers and directors and
controlling persons referred to in Section 6, and no other person will have any
right or obligation hereunder.
11. Applicable Law. This Agreement and the Terms Agreement shall be
---------------
governed by, and construed in accordance with, the laws of the State of New
York.
<PAGE>
ANNEX I
[omit in exe-
------------
cution copies]
-------------
(Three copies of this Delayed Delivery Contract should be signed and returned to
-------------------------------------------------------------------------------
the address shown below so as to arrive not later than 9:00 A.M., New York time,
- --------------------------------------------------------------------------------
on [date that is the third full business day prior to Closing Date under the
----------------------------------------------------------------------------
Terms Agreement].)
---------------
DELAYED DELIVERY CONTRACT
-------------------------
[date of initial public offering]
-------------------------------
RAYTHEON COMPANY
c/o [insert name and address]
Attention: [name].
----
Gentlemen:
The undersigned hereby agrees to purchase from Raytheon Company, a
Delaware corporation ("Company"), and the Company agrees to sell to the
undersigned, [If one delayed closing, insert -- as of the date hereof, for
------------------------------
delivery on ___________, 19__ ("Delivery Date"),]
$________ _____
principal amount of the Company's [Debt Securities/Debentures] ("Securities"),
offered by the Company's Prospectus dated April __, 1997 and a Prospectus
Supplement dated ____________, 19__ relating thereto, receipt of copies of which
is hereby acknowledged, at __% of the principal amount thereof plus accrued
interest, if any, and on the further terms and conditions set forth in this
Delayed Delivery Contract ("Contract").
[If two or more delayed closings, insert the following:
-----------------------------------------------------
The undersigned will purchase from the Company as of the date hereof,
for delivery on the dates set forth below, Securities in the principal amounts
set forth below:
Delivery Date Principal Amount
--------------- ----------------
Each of such delivery dates is hereinafter referred to as a Delivery Date.]
Payment for the Securities that the undersigned has agreed to purchase
for delivery on [the/each] Delivery Date shall be made to the Company or its
order by certified or official bank check in New York Clearing House (next day)
funds at the office of [name] at [time] _.M. on [the/such] Delivery Date upon
delivery to the undersigned of the Securities to be purchased by the undersigned
[for delivery on such
<PAGE>
Delivery Date/in definitive] fully registered form and in such denominations and
registered in such names as the undersigned may designate by written or
telegraphic communication addressed to the Company not less than five full
business days prior to [the/such] Delivery Date.
It is expressly agreed that the provisions for delayed delivery and
payment are for the sole convenience of the undersigned; that the purchase
hereunder of Securities is to be regarded in all respects as a purchase as of
the date of this Contract; that the obligation of the Company to make delivery
of and accept payment for, and the obligation of the undersigned to take
delivery of and make payment for, Securities on [the/each] Delivery Date shall
be subject only to the conditions that (1) investment in the Securities shall
not at [the/such] Delivery Date be prohibited under the laws of any jurisdiction
in the United States to which the undersigned is subject and (2) the Company
shall have sold to the Underwriters the total principal amount of the Securities
less the principal amount thereof covered by this and other similar Contracts.
The undersigned represents that its investment in the Securities is not, as of
the date hereof, prohibited under the laws of any jurisdiction to which the
undersigned is subject and which governs such investment.
Promptly after completion of the sale to the Underwriters, the Company
will mail or deliver to the undersigned at its address set forth below notice to
such effect, accompanied by [a copy/copies] of the opinions of counsel for the
Company delivered to the Underwriters in connection therewith.
This Contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.
It is understood that the acceptance of any such Contract is in the
Company's sole discretion and, without limiting the foregoing, need not be on a
first-come, first-served basis. If this Contract is acceptable to the Company,
it is requested that the Company sign the form of acceptance below and mail or
deliver one of the
<PAGE>
counterparts hereof to the undersigned at its address set forth below. This will
become a binding contract between the Company and the undersigned when such
counterpart is so mailed or delivered.
Very truly yours,
-------------------------------
(Name of Purchaser)
by
-------------------------
-------------------------
(Title of Signatory)
Accepted as of the above date.
-------------------------
RAYTHEON COMPANY
-------------------------
(Address of Purchaser)
by
-------------------------
[Title]
<PAGE>
EXHIBIT 5.1
[RAYTHEON COMPANY LETTERHEAD]
May 23, 1997
Raytheon Company
141 Spring Street
Lexington, MA 02173
Ladies and Gentlemen:
I am Vice President and General Counsel of Raytheon Company, a Delaware
Corporation (the "Company") and am rendering this opinion in connection with
a registration statement on Form S-3 (the "Registration Statement") of the
Company being filed today with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to $3,000,000,000 aggregate initial offering price of the
following Securities of the Company: (i) unsecured senior debt securities (the
"Senior Debt Securities"), (ii) unsecured subordinated debt securities (the
"Subordinated Debt Securities" and collectively with the Senior Debt Securities,
the "Debt Securities"), (iii) warrants to purchase Debt Securities (the "Debt
Warrants"), (iv) shares of serial preferred stock, without par value, (the
"Preferred Stock"), (v) warrants to purchase shares of Preferred Stock (the
"Preferred Stock Warrants"), (vi) shares of common stock, $1.00 par value per
share (the "Common Stock"), and (vii) warrants to purchase shares of Common
Stock (the "Common Stock Warrants" and collectively with the Debt Warrants and
the Preferred Stock Warrants, the "Warrants"), for issuance from time to time
pursuant to Rule 415 under the Securities Act.
As Vice President and General Counsel of the Company, I have examined
and am familiar with the Restated Certificate of Incorporation of the Company. I
am also familiar with the corporate proceedings taken by the Board of Directors
of the Company to authorize the Registration Statement.
In connection with the foregoing, I have examined originals, or copies
certified or otherwise identified to my satisfaction, of such documents,
corporate records and other instruments as I have deemed necessary or
appropriate for the purpose of this opinion.
Based upon the foregoing, I am of the opinion that:
1. The Debt Securities registered under the Registration Statement, when
duly authorized, executed, authenticated and delivered against payment therefor
or upon exercise of Warrants, and the Company shall have received any
additional consideration which is payable upon such exercise, will be validly
issued and will constitute binding obligations of the Company in accordance with
their terms, subject to applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or
<PAGE>
other laws affecting creditors' rights generally from time to time in effect.
2. The shares of Preferred Stock, registered under the Registration
Statement, when duly authorized and issued against payment therefor, or upon
exercise of Warrants, and the Company shall have received any additional
consideration which is payable upon such exercise, will be validly issued, fully
paid and nonassessable.
3. The shares of Common Stock registered under the Registration
Statement, when duly authorized and issued for consideration having a value not
less than the par value thereof, or upon exercise of Warrants, and the Company
shall have received any additional consideration which is payable upon such
exercise, will be validly issued, fully paid and nonassessable.
4. The Warrants registered under the Registration Statement, when duly
executed and delivered against payment therefor, pursuant to a warrant agreement
or agreements duly authorized, executed and delivered by the Company and a
warrant agent, will be legally issued.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the heading "Validity
of Offered Securities" in the Prospectus constituting a part of this
Registration Statement.
Very truly yours,
/s/ Thomas D. Hyde
Thomas D. Hyde
Vice President and General Counsel
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Raytheon Company on Form S-3 of our reports dated January 20, 1997,
except as to the information presented in Note R for which the date is February
23, 1997, on our audits of the consolidated financial statements and financial
statement schedule of Raytheon Company and Subsidiaries Consolidated as of
December 31, 1996 and 1995 and for each of the three years in the period ended
December 31, 1996 which reports are incorporated by reference or included in
the Annual Report on Form 10-K of Raytheon Company for the year ended December
31, 1996. We also consent to the reference to our firm under the caption
"Experts".
/s/ Coopers & Lybrands L.L.P.
Boston, Massachusetts
May 22, 1997
<PAGE>
EXHIBIT 23.3
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Raytheon Company
(Raytheon) for the registration of debt and equity securities and to the
incorporation by reference therein of our report dated February 18, 1997, with
respect to the financial statements of the Defense Business of Texas Instruments
Incorporated included in Raytheon's Current Report (Form 8-K), filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Dallas, Texas
May 20, 1997
<PAGE>
Exhibit 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Raytheon Company on Form S-3 of our report dated March 21, 1997 related to the
financial statements of the Defense Business of Hughes Electronics as of
December 31, 1996 and 1995 and for each of the three years in the period ended
December 31, 1996, appearing in the Raytheon Company report on Form 8-K dated
May 23, 1997 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Los Angeles, California
May 23, 1997
<PAGE>
THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED PURSUANT TO
RULE 901(d) OF REGULATION S-T
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b) (2) [_]
--------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
--------------------
RAYTHEON COMPANY
(Exact name of obligor as specified in its charter)
Delaware 04-1760395
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
141 Spring Street
Lexington, Massachusetts 02173
(Address of principal executive offices) (Zip code)
--------------------
Debt Securities
(Title of the indenture securities)
================================================================================
<PAGE>
1. General information. Furnish the following information as to the Trustee:
(a) Name and address of each examining of supevising authority to which
it is subject.
- --------------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------------
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y.
12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by references as an exhibit hereto, pursuant to Rule
7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R.
229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
-2-
<PAGE>
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)
7. A copy of the latest report of condition of the Trustee published pursuant
to the law or to the requirements of its supervising or examining authority.
- 3 -
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 22th day of May, 1997.
THE BANK OF NEW YORK
By: /s/ Walter N. Gitlin
------------------------
Name: Walter N. Gitlin
Title: Vice President
-4-
<PAGE>
EXHIBIT 7
---------
Consolidated Report of Condition of
THE BANK OF NEW YORK
at 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
1996, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS In Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin...... $ 6,024,605
Interest-bearing balances............................... 808,821
Securities:
Held-to-maturity securities............................. 1,071,747
Available-for-sale securities........................... 3,105,207
Federal funds sold in domestic offices of the bank........ 4,250,941
Loans and lease financing receivables:
Loans and leases net of unearned income.......31,962,915
LESS: Allowance for loan and lease losses........635,084
LESS: Allocated transfer risk reserve................429
Loans and leases, net of unearned income, allowance
and reserve........................................... 31,327,402
Assets held in trading accounts........................... 1,539,612
Premises and fixed assets (including capitalized leases).. 692,317
Other real estate owned................................... 22,123
Investments in unconsolidated subsidiaries and associated
companies............................................... 213,512
Customers liability to this bank on acceptances
outstanding............................................. 985,297
Intangible assets......................................... 590,973
Other assets.............................................. 1,487,903
-----------
Total assets.............................................. $52,120,460
===========
LIABILITIES
Deposits:
In domestic offices..................................... $25,929,642
Noninterest-bearing...........................11,245,050
Interest-bearing..............................14,684,592
In foreign offices, Edge and Agreement subsidiaries
and IBF's............................................. 12,852,809
Noninterest-bearing..............................552,203
Interest-bearing..............................12,300,606
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of
the bank and of its Edge and Agreement subsidiaries,
and in IBFs:
Federal funds purchased................................. 1,360,877
Securities sold under agreements to repurchase.......... 226,158
Demand notes issued to the U.S. Treasury.................. 204,987
Trading liabilities....................................... 1,437,445
Other borrowed money:
With original maturity of one year or less.............. 2,312,556
With original maturity of more than one year............ 20,766
Banks' liability on acceptances executed and outstanding.. 1,014,717
Subordinated notes and debentures......................... 1,014,400
Other liabilities......................................... 1,721,291
-----------
Total liabilities......................................... 48,095,648
-----------
EQUITY CAPITAL
Common stock.............................................. 942,284
Surplus................................................... 731,319
Undivided profits and capital reserves.................... 2,354,095
Net unrealized holding gains (losses) on available-for-
sale securities......................................... 7,030
Cumulative foreign currency translation adjustments....... ( 9,916)
-----------
Total equity capital...................................... $ 4,024,812
-----------
Total liabilities and equity capital...................... $52,120,460
===========
I, Robert E. Keilman, Senior Vice President and Comptroller of the above-named
bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
J. Carter Bacot ]
Thomas A. Ronyi ] Directors
Alan R. Griffith ]
