<PAGE>
FILED PURSUANT TO RULE 424(b)(2)
REGISTRATION NO. 33-59129
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MAY 11, 1995
$100,000,000
[LOGO OF AVERY DENNISON]
MEDIUM-TERM NOTES, SERIES C
DUE FROM 9 MONTHS TO 30 YEARS FROM DATE OF ISSUE
--------------
Avery Dennison Corporation (the "Company") may offer from time to time its
Medium -Term Notes, Series C, due from 9 months to 30 years from the date of
issue (the "Notes"), as selected by the purchaser and agreed to by the
Company, in an aggregate principal amount not to exceed $100,000,000 or its
equivalent in another currency or composite currency.
The Notes may be denominated in U.S. dollars or in such foreign currencies
or composite currencies as may be designated by the Company at the time of
offering. The specific currency or composite currency, issue price and
maturity date of any Note, as well as certain federal income tax
considerations, will be set forth in a Pricing Supplement to this Prospectus
Supplement. Unless otherwise specified in the applicable Pricing Supplement,
Notes denominated in other than U.S. dollars or ECUs (as defined herein) will
not be sold in, or to residents of, the country issuing the Specified
Currency. See "Description of Notes".
Unless otherwise specified in the applicable Pricing Supplement, the Notes
will bear interest at a fixed rate or rates (a "Fixed Rate Note") or at a
floating rate (a "Floating Rate Note") determined by reference to the
Commercial Paper Rate, the Prime Rate, LIBOR, the Treasury Rate, the CD Rate,
the Federal Funds Rate or such other interest rate formula as set forth in the
applicable Pricing Supplement, as adjusted by the Spread or Spread Multiplier,
if any, applicable to such Notes. Interest rates and interest rate formulas
are subject to change by the Company, but no such change will affect any Notes
already issued or as to which an offer to purchase has been accepted by the
Company. Unless otherwise specified in the applicable Pricing Supplement,
interest on the Fixed Rate Notes will be payable on each July 15 and January
15 and at maturity. Interest on the Floating Rate Notes will be payable on the
dates specified therein and in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, the Notes
will not be subject to any sinking fund. Unless a Redemption Commencement Date
or a Repayment Commencement Date is specified in the applicable Pricing
Supplement, the Notes will not be redeemable or repayable prior to their
Stated Maturity. If a Redemption Commencement Date or a Repayment Commencement
Date is so specified, the Notes will be redeemable at the option of the
Company, or repayable at the option of the holder, or both (as specified
therein) at any time on or after such date as described herein.
The Notes offered hereby will be issued in global or definitive form in a
minimum denomination of $100,000 or the approximate equivalent thereof in the
Specified Currency, as specified in the applicable Pricing Supplement. A
global Note representing Book-Entry Notes will be registered in the name of
the nominee of The Depository Trust Company, which will act as depositary (the
"Depositary"). Interests in Book-Entry Notes will be shown on, and transfers
thereof will be effected only through, records maintained by the Depositary
(with respect to participants' interests) and its participants. Except as
described herein under "Description of Notes -- Book-Entry System," owners of
beneficial interests in a global Note will not be entitled to receive physical
delivery of Notes in definitive form, and no global Note will be exchangeable
except for another global Note of like denomination and terms to be registered
in the name of the Depositary or its nominee. See "Description of Notes".
--------------
THESE NOTES 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 SUPPLEMENT,
ANY PRICING SUPPLEMENT HERETO OR THE PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------
<TABLE>
<CAPTION>
PRICE TO AGENTS' PROCEEDS TO
PUBLIC (1) COMMISSIONS (2) COMPANY (2)(3)
---------- --------------- --------------
<S> <C> <C> <C>
Per Note............ 100% .125% - .750% 99.875% - 99.250%
Total (4)........... $100,000,000 $125,000 - $750,000 $99,875,000 - $99,250,000
</TABLE>
- -------
(1) Notes will be issued at 100% of their principal amount, unless otherwise
specified in the applicable Pricing Supplement.
(2) The Company will pay the Agents a commission of from .125% to .750%,
depending on maturity, of the principal amount of any Notes sold through
them as Agents. Unless otherwise specified in the applicable Pricing
Supplement, any Note sold to an Agent as principal will be purchased by
such Agent at a price equal to 100% of the principal amount thereof less a
percentage equal to the commission applicable to an agency sale of a Note
of identical maturity, and may be resold by such Agent. The Company has
agreed to indemnify the Agents against certain liabilities, including
liabilities under the Securities Act of 1933, as amended.
(3) Before deducting estimated expenses of $255,000 payable by the Company.
(4) Or the equivalent thereof in foreign currencies or currency units.
--------------
Offers to purchase Notes are being solicited, on a best efforts basis, from
time to time by the Agents on behalf of the Company. Notes may be sold to the
Agents on their own behalf at negotiated discounts. The Company reserves the
right to sell Notes directly on its own behalf. The Company also reserves the
right to withdraw, cancel or modify the offering contemplated hereby without
notice. No termination date for the offering of the Notes has been
established. The Company or the Agents may reject any order as a whole or in
part. See "Supplemental Plan of Distribution".
GOLDMAN, SACHS & CO. J.P. MORGAN SECURITIES INC.
--------------
The date of this Prospectus Supplement is May 12, 1995.
<PAGE>
IN CONNECTION WITH THE DISTRIBUTION OF THE NOTES, THE AGENTS MAY EFFECT
TRANSACTIONS IN THE NOTES WITH A VIEW TO STABILIZING OR MAINTAINING THE MARKET
PRICES OF THE NOTES AT LEVELS OTHER THAN THOSE WHICH MIGHT OTHERWISE PREVAIL IN
THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN ANY OVER-THE-COUNTER
MARKET OR OTHERWISE AND, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
----------------
USE OF PROCEEDS
The Company intends to use the net proceeds from the sales of the Notes to
reduce domestic variable-rate short-term borrowings, some of which are
classified as long-term debt, to reduce or retire from time to time other
indebtedness and for other general corporate purposes.
DESCRIPTION OF NOTES
GENERAL
The following description of the particular terms of the Notes offered hereby
supplements, and to the extent inconsistent therewith replaces, the description
of the general terms and provisions of Debt Securities set forth in the
accompanying Prospectus, to which description reference is hereby made.
Capitalized terms not otherwise defined herein have the meanings set forth in
the accompanying Prospectus.
The Notes constitute a single series for purposes of the Indenture and are
limited in amount as set forth on the cover page hereof. The foregoing limit,
however, may be increased by the Company if in the future it determines that it
may wish to sell additional Notes. For a description of the rights attaching to
different series of Debt Securities under the Indenture, see "Description of
Debt Securities" in the Prospectus.
Unless previously redeemed, a Note will mature on the date ("Stated
Maturity") from 9 months to 30 years from its date of issue that is specified
on the face thereof and in the applicable Pricing Supplement or, if such Note
is a Floating Rate Note (as defined below) and such specified date is not a
Market Day with respect to such Note, the next succeeding Market Day (or, in
the case of a LIBOR Note (as defined below), if such next succeeding Market Day
falls in the next calendar month, the next preceding Market Day). As used
herein, the term "Market Day" means (a) with respect to any Note (other than
any LIBOR Note), any Business Day, and (b) with respect to any LIBOR Note, any
such day on which dealings in deposits in U.S. dollars are transacted in the
London interbank market. The term "Business Day" means each Monday, Tuesday,
Wednesday, Thursday and Friday, which is (i) not a day on which banking
institutions generally are authorized or obligated by law or executive order to
close in the Place of Payment (as defined in the Indenture), and (ii) if the
Note is denominated in a Specified Currency (as defined below) other than U.S.
dollars, not a day on which banking institutions are authorized or obligated by
law or executive order to close in the financial center of the country issuing
the Specified Currency (which in the case of European Currency Units ("ECUs")
shall be Brussels, in which case "Business Day" shall not include any day that
is a non-ECU clearing day as determined by the ECU Banking Association in
Paris).
Each Note will be denominated in a currency or composite currency ("Specified
Currency") as specified on the face thereof and in the applicable Pricing
Supplement, which may include U.S. dollars or any other currency or composite
currency set forth in the applicable Pricing Supplement. Purchasers of the
Notes are required to pay for them by delivery of the requisite amount of the
Specified Currency to an Agent (as defined herein), unless other arrangements
have been made. Unless otherwise specified in the applicable Pricing
Supplement, payments on the Notes will be made in the applicable
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<PAGE>
Specified Currency; provided that, at the election of the holder thereof and
in certain circumstances at the option of the Company, payments on Notes
denominated in other than U.S. dollars may be made in U.S. dollars. See
"Payment of Principal and Interest".
Each Note will be represented by either a global security (a "Global
Security") registered in the name of a nominee of the Depositary (each such
Note represented by a Global Security being herein referred to as a "Book-
Entry Note") or a certificate issued in definitive registered form, without
coupons (a "Certificated Note"), as set forth in the applicable Pricing
Supplement. Except as set forth under "Book-Entry System" below, Book-Entry
Notes will not be issuable in certificated form. So long as the Depositary or
its nominee, as the case may be, is the registered owner of any Global
Security, the Depositary or its nominee, as the case may be, will be
considered the sole owner or holder of the Book-Entry Note or Notes
represented by such Global Security for all purposes under the Indenture and
the Book-Entry Notes except as otherwise noted therein. The Company
understands, however, that under existing industry practice, the Depositary
will authorize the persons on whose behalf it holds a Global Security to
exercise certain rights of holders of Notes, and the Indenture provides that
the Company, the Trustee and their respective agents will treat as the holder
of a Note the persons specified in a written statement of the Depositary with
respect to such Global Security for purposes of obtaining any consents or
directions required to be given by holders of the Notes pursuant to the
Indenture. It is currently contemplated that only Notes that have a Specified
Currency of U.S. dollars will be issued as Book-Entry Notes. See "Book-Entry
System" below.
The authorized denominations of any Note denominated in U.S. dollars will be
$100,000 and integral multiples of $1,000 in excess thereof. The authorized
denominations of any Note denominated in other than U.S. dollars will be the
amount of the Specified Currency for such Note equivalent, at the noon buying
rate for cable transfers in The City of New York for such Specified Currency
(the "Exchange Rate") on the first Business Day next preceding the date on
which the Company accepts the offer to purchase such Note, to U.S. $100,000
(rounded down to an integral multiple of 10,000 units of such Specified
Currency) and any greater amount that is an integral multiple of 10,000 units
of such Specified Currency.
Notes will be sold in individual issues of Notes having such interest rate
or interest rate formula, if any, Stated Maturity and date of original
issuance as shall be specified in the applicable Pricing Supplement. Unless
otherwise indicated in the applicable Pricing Supplement, each Note will bear
interest at either (i) a fixed rate (a "Fixed Rate Note") or (ii) a floating
rate (a "Floating Rate Note") determined by reference to the interest rate
formula, which may be adjusted by adding or subtracting the Spread or
multiplying by the Spread Multiplier (each term as defined below).
Unless otherwise specified in the applicable Pricing Supplement, the Notes
will not be subject to any sinking fund, and will not be redeemable at the
option of the Company, or repayable at the option of the holders of such
Notes, prior to their Stated Maturity. If the applicable Pricing Supplement
specifies a date on or after which a Note will be redeemable at the option of
the Company (a "Redemption Commencement Date") or a date on or after which a
Note will be repayable at the option of the holder of such Note (a "Repayment
Commencement Date"), the applicable Pricing Supplement will also specify an
initial redemption price (a "Redemption Price") or an initial repayment price
(a "Repayment Price") (in each case expressed as a percentage of the principal
amount of such Note), and an amount by which the initial Redemption Price or
the initial Repayment Price will be reduced on each anniversary of the
Redemption Commencement Date or Repayment Commencement Date, as the case may
be; provided that the Redemption Price or Repayment Price shall not be less
than 100% of the principal amount of the Note. Upon any such repurchase or
redemption of any Note by the Company, the Company will pay any accrued
interest on such Note to the redemption or repayment date. With respect to the
redemption of Global Securities, the Depositary advises that if less than all
of the Notes with like tenor and terms are to be redeemed, the particular
interests (in integral multiples of $1,000) in the Book-Entry Notes
representing the Notes to be redeemed shall be selected by the Depositary's
impartial lottery procedures.
S-3
<PAGE>
The Pricing Supplement relating to each Note will describe the following
terms: (i) the Specified Currency with respect to such Note (and, if such
Specified Currency is other than U.S. dollars, certain other terms relating to
such Note, including the authorized denominations and certain federal income
tax considerations); (ii) the price (expressed as a percentage of the aggregate
principal amount thereof) at which such Note will be issued; (iii) the date on
which such Note will be issued; (iv) the date on which such Note will mature;
(v) whether such Note is a Fixed Rate or a Floating Rate Note; (vi) if such
Note is a Fixed Rate Note, the rate per annum at which such Note will bear
interest and the interest payment date or dates, if different from those set
forth below under "Fixed Rate Notes"; (vii) if such Note is a Floating Rate
Note, the interest rate basis (the "Interest Rate Basis") for each such
Floating Rate Note which will be (a) the Commercial Paper Rate (as defined
below), in which case such Note will be a Commercial Paper Rate Note, (b) the
Prime Rate (as defined below), in which case such Note will be a Prime Rate
Note, (c) the London Interbank Offered Rate ("LIBOR"), in which case such Note
will be a LIBOR Note, (d) the Treasury Rate (as defined below), in which case
such Note will be a Treasury Rate Note, (e) the CD Rate (as defined below), in
which case such Note will be a CD Rate Note, (f) the Federal Funds Rate (as
defined below), in which case such Note will be a Federal Funds Rate Note, or
(g) such other interest rate formula as is set forth in such Pricing
Supplement, and, if applicable, the Calculation Agent, the Index Maturity, the
Spread or Spread Multiplier, the Maximum Rate, the Minimum Rate, the Initial
Interest Rate, the Interest Payment Dates, the Regular Record Dates, the
Calculation Date, the Interest Determination Dates, the Interest Reset Dates
and the Interest Rate Reset Period (each term as defined below) with respect to
such Floating Rate Note; (viii) whether such Note is subject to a sinking fund,
or may be redeemed at the option of the Company, or repaid at the option of the
holder, prior to the Stated Maturity and, if so, the provisions relating to
such sinking fund, redemption or repayment; (ix) whether such Note will be
issued initially as a Book-Entry or a Certificated Note; and (x) any other
terms of such Note not inconsistent with the provisions of the Indenture.
Certificated Notes may be presented for registration of transfer or exchange
at the corporate trust office of the Trustee in the Borough of Manhattan, The
City of New York.
FIXED RATE NOTES
Unless otherwise specified in the applicable Pricing Supplement, each Fixed
Rate Note will bear interest from its date of issue or from the most recent
Interest Payment Date (as defined below) to which interest on such Note has
been paid or duly provided for at the fixed rate per annum stated on the face
thereof and in the applicable Pricing Supplement until the principal thereof is
paid or made available for payment. Unless otherwise indicated in the
applicable Pricing Supplement, interest on such Fixed Rate Note will be payable
semiannually each July 15 and January 15 (each, with respect to a Fixed Rate
Note, an "Interest Payment Date") and at Stated Maturity or upon earlier
redemption or repayment ("Maturity"). Each payment of interest in respect of an
Interest Payment Date will include interest accrued to but excluding such
Interest Payment Date. Unless otherwise specified in the applicable Pricing
Supplement, interest on Fixed Rate Notes will be computed on the basis of a
360-day year of twelve 30-day months. Interest will be payable on each Interest
Payment Date and at Maturity as specified below under "Payment of Principal and
Interest".
FLOATING RATE NOTES
Each Floating Rate Note will bear interest from its date of issue or from the
most recent Interest Payment Date to which interest on such Note has been paid
or duly provided for, or if the applicable Interest Reset Period (as defined
below) is weekly, from the day following the date of issue or the most recent
Regular Record Date, at the rate per annum determined pursuant to the interest
rate formula stated therein and in the applicable Pricing Supplement until the
principal thereof is paid or made available for payment. Interest will be
payable on each Interest Payment Date (as defined under
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<PAGE>
"Payment of Principal and Interest" with respect to Floating Rate Notes) and at
Maturity as specified below under "Payment of Principal and Interest".
The interest rate for each Floating Rate Note will be determined by reference
to an Interest Rate Basis which may be adjusted by adding or subtracting the
Spread or multiplying by the Spread Multiplier (both terms as defined below). A
Floating Rate Note may also have either or both of the following: (a) a maximum
numerical interest rate limitation, or ceiling, on the rate of interest which
may accrue during any interest period (a "Maximum Rate"); and (b) a minimum
numerical interest rate limitation, or floor, on the rate of interest which may
accrue during any interest period (a "Minimum Rate"). The "Spread" is the
number of basis points specified in the applicable Pricing Supplement as being
applicable to the interest rate for such Note, and the "Spread Multiplier" is
the percentage specified in the applicable Pricing Supplement as being
applicable to the interest rate for such Note. "Index Maturity" means, with
respect to a Floating Rate Note, the period to maturity of the instrument or
obligation on which the interest rate formula is based, as specified in the
applicable Pricing Supplement. Unless otherwise provided in the applicable
Pricing Supplement, the Trustee will be the calculation agent (the "Calculation
Agent") with respect to the Floating Rate Notes.
Unless otherwise specified in the applicable Pricing Supplement, the rate of
interest on each Floating Rate Note will be reset daily, weekly, monthly,
quarterly, semi-annually or annually (each an "Interest Reset Period"), as
specified in the applicable Pricing Supplement. Unless otherwise specified in
the applicable Pricing Supplement, the date on which the rate of interest on a
Floating Rate Note resets (each an "Interest Reset Date") will be, in the case
of Floating Rate Notes which reset daily, each Market Day; in the case of
Floating Rate Notes (other than Treasury Rate Notes) which reset weekly, the
Wednesday of each week; in the case of Treasury Rate Notes which reset weekly,
the Tuesday of each week (except as provided below); in the case of Floating
Rate Notes which reset monthly, the third Wednesday of each month; in the case
of Floating Rate Notes which reset quarterly, the third Wednesday of March,
June, September and December; in the case of Floating Rate Notes which reset
semi-annually, the third Wednesday of two months of each year as specified in
the applicable Pricing Supplement; and in the case of Floating Rate Notes which
reset annually, the third Wednesday of one month of each year as specified in
the applicable Pricing Supplement; provided, however, that, unless otherwise
specified in the applicable Pricing Supplement, (a) the interest rate in effect
from the date of issue to the first Interest Reset Date with respect to a
Floating Rate Note will be the initial interest rate as set forth in the
applicable Pricing Supplement (the "Initial Interest Rate") and (b) with
respect to Floating Rate Notes that reset daily or weekly, the interest rate in
effect for each day following the second Market Day prior to an Interest
Payment Date to, but excluding, such Interest Payment Date, and for each day
following the second Market Day prior to Maturity, shall be the rate in effect
on such second Market Day. If any Interest Reset Date for any Floating Rate
Note would otherwise be a day that is not a Market Day with respect to such
Floating Rate Note, the Interest Reset Date for such Floating Rate Note shall
be postponed to the next day that is a Market Day with respect to such Floating
Rate Note, except that in the case of a LIBOR Note, if such Market Day is in
the next succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Market Day.
The Interest Determination Date pertaining to an Interest Reset Date for a
Commercial Paper Rate Note (the "Commercial Paper Interest Determination
Date"), for a Prime Rate Note (the "Prime Rate Interest Determination Date"),
for a CD Rate Note (the "CD Rate Interest Determination Date") and for a
Federal Funds Rate Note (the "Federal Funds Rate Interest Determination Date")
will be the Interest Reset Date. The Interest Determination Date pertaining to
an Interest Reset Date for a LIBOR Note (the "Libor Interest Determination
Date") will be the second Market Day preceding such Interest Reset Date. The
Interest Determination Date pertaining to an Interest Reset Date for a Treasury
Rate Note (the "Treasury Interest Determination Date") will be the day of the
week in which such Interest Reset Date falls on which Treasury bills would
normally be auctioned. Treasury bills are usually sold at auction on the Monday
of each week, unless that day is a legal holiday, in which case the auction is
usually
S-5
<PAGE>
held on the following Tuesday, except that such auction may be held on the
preceding Friday. If, as the result of a legal holiday, an auction is so held
on the preceding Friday, such Friday will be the Treasury Interest
Determination Date pertaining to the Interest Reset Date occurring in the next
succeeding week, and the Interest Reset Date in such next succeeding week will
be the Monday in such week. If an auction date shall fall on any Interest
Reset Date for a Treasury Rate Note, then such Interest Reset Date shall
instead be the first Market Day immediately following such auction date. The
Interest Determination Date for any other Floating Rate Note will be as
specified in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, the
"Calculation Date" pertaining to any Interest Determination Date will be the
earlier of (i) the tenth calendar day after such Interest Determination Date
or, if such day is not a Market Day, the next succeeding Market Day or (ii)
the Market Day immediately preceding the applicable Interest Payment Date or
Maturity, as the case may be.
All percentages resulting from any calculations referred to in this
Prospectus Supplement will be rounded, if necessary, to the next higher one
hundred-thousandth of a percentage point (e.g., 9.876541% (or .09876541) being
rounded to 9.87655% (or .0987655)), and all U.S. dollar amounts used in or
resulting from such calculations will be rounded to the nearest cent (with
one-half cent or more being rounded upwards).
Upon the request of the holder of any Floating Rate Note, the Calculation
Agent will provide the interest rate then in effect, and, if determined, the
interest rate which will become effective on the next Interest Reset Date with
respect to such Floating Rate Note. The Calculation Agent's determination of
any interest rate will be final and binding in the absence of manifest error.
Commercial Paper Rate Notes
Commercial Paper Rate Notes will bear interest at the interest rates
(calculated with reference to the Commercial Paper Rate and the Spread or
Spread Multiplier, if any), and will be payable on the dates, specified on the
face of the Commercial Paper Rate Note and in the applicable Pricing
Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, "Commercial
Paper Rate" means, with respect to any Interest Reset Date, the Money Market
Yield (calculated as described below) of the per annum rate for the relevant
Commercial Paper Interest Determination Date for commercial paper having the
specified Index Maturity as such rate is published by the Board of Governors
of the Federal Reserve System in "Statistical Release H.15(519), Selected
Interest Rates" or any successor publication of the Board of Governors of the
Federal Reserve System ("H.15(519)") under the heading "Commercial Paper". In
the event that such rate is not published by 3:00 P.M., New York City time, on
the relevant Calculation Date, then the Commercial Paper Rate with respect to
such Interest Reset Date shall be the Money Market Yield on such Commercial
Paper Interest Determination Date for commercial paper having the specified
Index Maturity as published by the Federal Reserve Bank of New York in its
daily statistical release, "Composite 3:30 P.M. Quotations for U.S. Government
Securities", or any successor publication by the Federal Reserve Bank of New
York ("Composite Quotations") under the heading "Commercial Paper" (with an
Index Maturity of one month or three months being deemed to be equivalent to
an Index Maturity of 30 days or 90 days, respectively). If by 3:00 P.M., New
York City time, on such Calculation Date such rate is not yet published in
either H.15(519) or Composite Quotations, the Commercial Paper Rate with
respect to such Interest Reset Date shall be calculated by the Calculation
Agent and shall be the Money Market Yield of the arithmetic mean of the
offered per annum rates, as of 11:00 A.M., New York City time, on such
Commercial Paper Interest Determination Date, of three leading dealers of U.S.
dollar commercial paper in The City of New York selected by the Calculation
Agent for U.S. dollar commercial paper having the specified Index Maturity
placed for an industrial issuer whose bond rating
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<PAGE>
is "AA", or the equivalent, from a nationally recognized rating agency;
provided, however, that if fewer than three dealers selected as aforesaid by
the Calculation Agent are quoting as mentioned in this sentence, the Commercial
Paper Rate with respect to such Interest Reset Date will be the Commercial
Paper Rate in effect on the day prior to such Commercial Paper Interest
Determination Date (or, if the Initial Interest Rate is then in effect, the
Commercial Paper Rate will be the Initial Interest Rate and will not be
adjusted by any Spread or Spread Multiplier).
"Money Market Yield" shall be a yield (expressed as a percentage) calculated
in accordance with the following formula:
360 X D
--------------
Money Market Yield = 100 X 360 - (D X M)
where "D" refers to the per annum rate for commercial paper, quoted on a bank
discount basis and expressed as a decimal; and "M" refers to, if the Index
Maturity approximately corresponds to the length of the period for which such
rate is being determined, the actual number of days in such period and,
otherwise, the actual number of days in the period from, and including, the
Interest Reset Date to, but excluding, the day that numerically corresponds to
such Interest Reset Date (or, if there is not any such numerically
corresponding day, the last day) in the calendar month that is the number of
months corresponding to the specified Index Maturity after the month in which
such Interest Reset Date occurs.
Prime Rate Notes
Prime Rate Notes will bear interest at the interest rates (calculated with
reference to the Prime Rate and the Spread or Spread Multiplier, if any), and
will be payable on the dates specified on the face of the Prime Rate Note and
in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, "Prime Rate"
means, with respect to any Interest Reset Date, the rate set forth for the
relevant Prime Rate Interest Determination Date in H.15(519) under the heading
"Bank Prime Loan". In the event that such rate is not published prior to 3:00
P.M., New York City time, on the relevant Calculation Date, then the Prime Rate
with respect to such Interest Reset Date will be determined by the Calculation
Agent and will be the arithmetic mean of the rates of interest publicly
announced by each bank that appears on the display designated as page "NYMF" on
the Reuters Monitor Money Rates Service (or such other page as may replace the
NYMF page on that service for the purpose of displaying prime rates or base
lending rates of major United States banks) ("Reuters Screen NYMF Page") as
such bank's prime rate or base lending rate as in effect for such Prime Rate
Interest Determination Date. If fewer than four such rates appear on the
Reuters Screen NYMF Page on such Prime Rate Interest Determination Date, the
Prime Rate will be determined by the Calculation Agent and will be the
arithmetic mean of the prime rates or base lending rates (quoted on the basis
of the actual number of days in the year divided by a 360-day year) as of the
close of business on such Prime Rate Interest Determination Date of three major
banks in The City of New York selected by the Calculation Agent; provided,
however, that if fewer than three banks selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, the Prime Rate
with respect to such Interest Reset Date will be the Prime Rate in effect on
the day prior to such Prime Rate Interest Determination Date (or, if the
Initial Interest Rate is then in effect, the Prime Rate will be the Initial
Interest Rate and will not be adjusted by any Spread or Spread Multiplier).
LIBOR Notes
LIBOR Notes will bear interest at the interest rates (calculated with
reference to LIBOR and the Spread or Spread Multiplier, if any), and will be
payable on the dates specified on the face of the LIBOR Note and in the
applicable Pricing Supplement.
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Unless otherwise indicated in the applicable Pricing Supplement, LIBOR, with
respect to any Interest Reset Date, will be determined by the Calculation Agent
in accordance with the following provisions:
(i) On the relevant LIBOR Interest Determination Date, LIBOR will be, as
specified in the applicable Pricing Supplement, either (a) the arithmetic
mean of the offered rates for deposits in U.S. dollars having the specified
Index Maturity, commencing on the second Market Day immediately following
such LIBOR Interest Determination Date, that appears on the Reuters Screen
LIBO Page as of 11:00 A.M., London time, on such LIBOR Interest
Determination Date, if at least two such offered rates appear on the
Reuters Screen LIBO Page ("LIBOR Reuters"), or (b) the offered rate for
deposits in U.S. dollars having the specified Index Maturity, commencing on
the second Market Day immediately following such LIBOR Interest
Determination Date, that appears on the Telerate Page 3750 as of 11:00
A.M., London time, on such LIBOR Interest Determination Date ("LIBOR
Telerate"). "Reuters Screen LIBO Page" means the display designated as page
"LIBO" on the Reuters Monitor Money Rates Service (or such other page as
may replace page LIBO on that service for the purpose of displaying London
interbank offered rates of major banks). "Telerate Page 3750" means the
display designated as "3750" on the Telerate Service (or such other page as
may replace the 3750 page on that service for the purpose of displaying
London interbank offered rates for U.S. dollar deposits). If neither LIBOR
Reuters nor LIBOR Telerate is specified in the applicable Pricing
Supplement, LIBOR will be determined as if LIBOR Telerate had been
specified. If fewer than two offered rates appear on the Reuters Screen
LIBO Page, or if no rate appears on the Telerate Page 3750, as applicable,
LIBOR in respect of such Interest Reset Date will be determined as if the
parties had specified the rate described in (ii) below.
(ii) On any LIBOR Interest Determination Date on which fewer than two
offered rates for the applicable Index Maturity appear on the Reuters
Screen LIBO Page as specified in (i)(a) above or on which no rate for the
applicable Index Maturity appears on the Telerate Page 3750, as specified
in (i)(b) above, as applicable, LIBOR will be determined on the basis of
the rates at which deposits in U.S. dollars are offered by four major banks
in the London interbank market selected by the Calculation Agent (the
"Reference Banks") at approximately 11:00 A.M., London time, on such LIBOR
Interest Determination Date to prime banks in the London interbank market,
having the specified Index Maturity, commencing on the second Market Day
immediately following such LIBOR Interest Determination Date and in a
principal amount equal to an amount that, in the Calculation Agent's
judgment, is representative for a single transaction in such market at such
time. The Calculation Agent will request the principal London office of
each of such Reference Banks to provide a quotation of its rate. If at
least two such quotations are provided, LIBOR in respect of such Interest
Reset Date will be the arithmetic mean of such quotations. If fewer than
two quotations are provided, LIBOR in respect of such Interest Reset Date
will be the arithmetic mean of the rates quoted at approximately 11:00
A.M., New York City time, on such Interest Reset Date by three major banks
in The City of New York selected by the Calculation Agent for loans in U.S.
dollars to leading European banks, having the specified Index Maturity,
such loans commencing on the Interest Reset Date and in a principal amount
equal to an amount that, in the Calculation Agent's judgment, is
representative for a single transaction in such market at such time;
provided, however, that if the banks in The City of New York selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, LIBOR with respect to such Interest Reset Date will be LIBOR in
effect on the day prior to such LIBOR Interest Determination Date (or, if
the Initial Interest Rate is then in effect, LIBOR will be the Initial
Interest Rate and will not be adjusted by any Spread or Spread Multiplier).
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Treasury Rate Notes
Treasury Rate Notes will bear interest at the interest rates (calculated with
reference to the Treasury Rate and the Spread or Spread Multiplier, if any) and
will be payable on the dates specified on the face of the Treasury Rate Note
and in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, "Treasury
Rate" means, with respect to any Interest Reset Date, the rate for the auction
on the relevant Treasury Interest Determination Date of direct obligations of
the United States ("Treasury bills") having the specified Index Maturity as
published in H.15(519) under the heading "U.S. Government Securities--Treasury
Bills--Auction Average (Investment)" or, if not so published by 3:00 P.M., New
York City time, on the relevant Calculation Date, the Bond Equivalent Yield (as
defined below) of the auction average rate for such auction as otherwise
announced by the United States Department of the Treasury. In the event that
the results of the auction of Treasury bills having the specified Index
Maturity are not otherwise reported as provided above by 3:00 P.M., New York
City time, on such Calculation Date, or if no such auction is held in a
particular week, then the Treasury Rate shall be the rate set forth in H.15
(519) for the relevant Treasury Interest Determination Date for the specified
Index Maturity under the heading "U.S. Government Securities/Treasury
Bills/Secondary Market." In the event such rate is not published by 3:00 P.M.,
New York City time, on the relevant Calculation Date, then the Treasury Rate
with respect to such Interest Reset Date shall be calculated by the Calculation
Agent and shall be the Bond Equivalent Yield of the arithmetic mean of the
secondary market bid rates, as of approximately 3:30 P.M., New York City time,
on such Treasury Interest Determination Date, of three primary United States
government securities dealers in The City of New York selected by the
Calculation Agent for the issue of Treasury bills with a remaining maturity
closest to the specified Index Maturity; provided, however, that if any of the
dealers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Treasury Rate with respect to such Interest
Reset Date will be the Treasury Rate in effect on the day prior to such
Treasury Interest Determination Date (or, if the Initial Interest Rate is then
in effect, the Treasury Rate will be the Initial Interest Rate and will not be
adjusted by any Spread or Spread Multiplier).
"Bond Equivalent Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
<TABLE>
<S> <C>
Bond Equivalent Yield = 100 X D X N
-------------
360 - (D X M)
</TABLE>
where "D" refers to the per annum rate for Treasury bills, quoted on a bank
discount basis and expressed as a decimal; "N" refers to 365 or 366, as the
case may be; and "M" refers to, if the Index Maturity approximately corresponds
to the length of the period for which such rate is being determined, the actual
number of days in such period and, otherwise, the actual number of days in the
period from, and including, the Interest Reset Date to, but excluding, the day
that numerically corresponds to that Interest Reset Date (or, if there is not
any such numerically corresponding day, the last day) in the calendar month
that is the number of months corresponding to the specified Index Maturity
after the month in which that Interest Reset Date occurs.
CD Rate Notes
CD Rate Notes will bear interest at the interest rates (calculated with
reference to the CD Rate and the Spread or Spread Multiplier, if any), and will
be payable on the dates specified on the face of the CD Rate Note and in the
applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, "CD Rate"
means, with respect to any Interest Reset Date, the rate for the relevant CD
Rate Interest Determination Date for negotiable certificates of deposit having
the specified Index Maturity as published in H.15(519) under the heading "CDs
(Secondary Market)". In the event that such rate is not published by 3:00 P.M.,
New York City
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time, on the relevant Calculation Date, then the CD Rate shall be the rate on
such CD Rate Interest Determination Date for negotiable certificates of deposit
having the specified Index Maturity as published in Composite Quotations under
the heading "Certificates of Deposit". If by 3:00 P.M., New York City time, on
such Calculation Date such rate is not published in either H.15(519) or
Composite Quotations, the CD Rate shall be calculated by the Calculation Agent
and shall be the arithmetic mean of the secondary market offered rates, as of
10:00 A.M., New York City time, on such CD Rate Interest Determination Date, of
three leading nonbank dealers of negotiable U.S. dollar certificates of deposit
in The City of New York selected by the Calculation Agent for negotiable U.S.
dollar certificates of deposit of major United States money market banks with a
remaining maturity closest to the specified Index Maturity in an amount that,
in the Calculation Agent's judgment, is representative for a single transaction
in such market at such time; provided, however, that if any of the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the CD Rate with respect to such Interest Reset Date will be the
CD Rate in effect on the day prior to such CD Rate Interest Determination Date
(or, if the Initial Interest Rate is then in effect, the CD Rate will be the
Initial Interest Rate and will not be adjusted by any Spread or Spread
Multiplier).
CD Rate Notes, like other Notes, are not deposit obligations of a bank and
are not insured by the Federal Deposit Insurance Corporation.
Federal Funds Rate Notes
Federal Funds Rate Notes will bear interest at the interest rates (calculated
with reference to the Federal Funds Rate and the Spread or Spread Multiplier,
if any), and will be payable on the dates specified on the face of the Federal
Funds Rate Note and in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, "Federal
Funds Rate" means, with respect to any Interest Reset Date, the rate on the
relevant Federal Funds Rate Interest Determination Date for Federal Funds as
published in H.15(519) under the heading "Federal Funds (Effective)". In the
event that such rate is not published prior to 3:00 P.M., New York City time,
on the relevant Calculation Date, then the Federal Funds Rate will be the rate
on such Federal Funds Interest Determination Date as published in Composite
Quotations under the heading "Federal Funds/Effective Rate". If by 3:00 P.M.,
New York City time, on such Calculation Date such rate is not published in
either H.15(519) or Composite Quotations, then the Federal Funds Rate for such
Interest Reset Date shall be calculated by the Calculation Agent and shall be
the arithmetic mean of such rates, as of 9:00 A.M., New York City time, on such
Federal Funds Interest Determination Date, for the last transaction in
overnight Federal Funds arranged by three leading brokers of U.S. dollar
Federal Funds transactions in The City of New York selected by the Calculation
Agent; provided, however, that if any of the brokers selected as aforesaid by
the Calculation Agent are not quoting as mentioned in this sentence, the
Federal Funds Rate with respect to such Interest Reset Date will be the Federal
Funds Rate in effect on the day prior to such Federal Funds Interest
Determination Date (or, if the Initial Interest Rate is then in effect, the
Federal Funds Rate will be the Initial Interest Rate and will not be adjusted
by any Spread or Spread Multiplier).
Foreign Currency and Index-Linked Notes
If any Note is not to be denominated in U.S. dollars, certain provisions with
respect thereto will be set forth in a foreign currency Pricing Supplement
which will indicate the Specified Currency in which the principal, premium, if
any, and interest with respect to such Note are to be paid, along with any
other terms relating to the Specified Currency. The Pricing Supplement also
will specify specific historic exchange rate information, certain currency
risks relating to the specific currencies selected, certain investment
considerations and certain additional tax considerations.
Amounts due on a Note in respect of principal, premium, if any, and interest
may be determined with reference to (a) a currency exchange rate or rates, (b)
a securities or commodities exchange index,
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<PAGE>
(c) the value of a particular security or commodity or (d) any other index or
indices (any such Note being herein referred to as an "Index-Linked Note"). The
Pricing Supplement relating to an Index-Linked Note will set forth the method
and terms on which the amount of principal payable at Maturity and interest,
premium or the amortized face amount, if any, will be determined, the tax
consequences to holders of Index-Linked Notes, a description of certain risks
associated with investments in Index-Linked Notes and other information
relating to such Index-Linked Notes.
PAYMENT OF PRINCIPAL AND INTEREST
Payments of principal of (and premium, if any) and interest on all Book-Entry
Notes will be payable in accordance with the procedures of the Depositary and
its Participants in effect from time to time as described under "Book-Entry
System" below. Unless otherwise specified in the applicable Pricing Supplement,
payments of principal of (and premium, if any) and interest on all Fixed Rate
Notes and Floating Rate Notes will be made in the applicable Specified
Currency; provided, however, that payments of principal of (and premium, if
any) and interest on Notes denominated in other than U.S. dollars will
nevertheless be made in U.S. dollars (i) with respect to Certificated Notes, at
the option of the holders thereof under the procedures described in the two
following paragraphs and (ii) with respect to any Notes, at the option of the
Company in the case of the imposition of exchange controls or other
circumstances beyond the control of the Company as described in the last
paragraph under this heading.
Unless otherwise specified in the applicable Pricing Supplement, and except
as provided in the next paragraph, payments of interest and principal (and
premium, if any) with respect to any Certificated Note denominated in other
than U.S. dollars will be made in U.S. dollars if the registered holder of such
Note on the relevant Regular Record Date (as defined below) or at Maturity, as
the case may be, has transmitted a written request for such payment in U.S.
dollars to the Trustee at its corporate trust office in the Borough of
Manhattan, The City of New York on or prior to such Regular Record Date or the
date 15 calendar days prior to Maturity, as the case may be. Such request may
be in writing (mailed or hand delivered) or by cable or telex or, if promptly
confirmed in writing, by other form of facsimile transmission. Any such request
made with respect to any Certificated Note by a registered holder will remain
in effect with respect to any further payments of interest and principal (and
premium, if any) with respect to such Note payable to such holder, unless such
request is revoked on or prior to the relevant Regular Record Date or the date
15 calendar days prior to Maturity, as the case may be. Holders of Certificated
Notes denominated in other than U.S. dollars whose Notes are registered in the
name of a broker or nominee should contact such broker or nominee to determine
whether and how an election to receive payments in U.S. dollars may be made.
Unless otherwise specified in the applicable Pricing Supplement, the U.S.
dollar amount to be received by a holder of a Note (including a Book-Entry
Note) denominated in other than U.S. dollars who elects to receive payment in
U.S. dollars will be based on the highest bid quotation in The City of New York
received by the Exchange Rate Agent (as defined below) as of 11:00 A.M. New
York City time on the second Business Day next preceding the applicable payment
date from three recognized foreign exchange dealers (one of which may be the
Exchange Rate Agent) for the purchase by the quoting dealer of the Specified
Currency for U.S. dollars for settlement on such payment date in the aggregate
amount of the Specified Currency payable to all holders of Notes electing to
receive U.S. dollar payments and at which the applicable dealer commits to
execute a contract. If three such bid quotations are not available on the
second Business Day preceding the date of payment of principal (and premium, if
any) or interest with respect to any Note, such payment will be made in the
Specified Currency. All currency exchange costs associated with any payment in
U.S. dollars on any such Note will be borne by the holder thereof by deductions
from such payment. Unless otherwise provided in the applicable Pricing
Supplement, the Trustee will be the exchange rate agent (the "Exchange Rate
Agent") with respect to the Notes.
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<PAGE>
Interest will be payable to the person in whose name a Note is registered
(which in the case of Global Securities representing Book-Entry Notes will be
the Depositary or a nominee of the Depositary) at the close of business on the
Regular Record Date next preceding each Interest Payment Date, which, with
respect to Fixed Rate Notes, shall be the close of business on the July 1 or
January 1 immediately preceding such Interest Payment Date or such other
Regular Record Date specified in the applicable Pricing Supplement, and with
respect to Floating Rate Notes, shall be the close of business on the fifteenth
calendar day prior to such Interest Payment Date (the "Regular Record Date");
provided, however, that interest payable at Maturity will be payable to the
person to whom principal shall be payable (which in the case of Global
Securities representing Book-Entry Notes will be the Depositary or a nominee of
the Depositary). The first payment of interest on any Note originally issued
between a Regular Record Date and an Interest Payment Date will be made on the
Interest Payment Date following the next succeeding Regular Record Date to the
registered owner on such next succeeding Regular Record Date.
Unless otherwise indicated in the applicable Pricing Supplement and except as
provided below, interest will be payable, in the case of Floating Rate Notes
which reset daily, on the dates specified in the applicable Pricing Supplement;
in the case of Floating Rate Notes which reset weekly or monthly, on the third
Wednesday of each month or on the third Wednesday of March, June, September and
December of each year (as indicated in the applicable Pricing Supplement); in
the case of Floating Rate Notes which reset quarterly, on the third Wednesday
of March, June, September and December of each year; in the case of Floating
Rate Notes which reset semi-annually, on the third Wednesday of the two months
of each year specified in the applicable Pricing Supplement; and in the case of
Floating Rate Notes which reset annually, on the third Wednesday of the month
specified in the applicable Pricing Supplement (each an "Interest Payment
Date"), and in each case, at Maturity. If an Interest Payment Date with respect
to any Floating Rate Note would otherwise fall on a day that is not a Market
Day with respect to such Note, such Interest Payment Date will be the next
succeeding Market Day (or, in the case of a LIBOR Note, if such day falls in
the next calendar month, the next preceding Market Day).
Payments of interest on any Fixed Rate Note or Floating Rate Note with
respect to any Interest Payment Date will include interest accrued to but
excluding such Interest Payment Date; provided, however, that if the Interest
Reset Period with respect to any Floating Rate Note is daily or weekly,
interest payable on such Note on any Interest Payment Date, other than interest
payable on the date on which principal on such Note is payable, will include
interest accrued through but excluding the day following the next preceding
Regular Record Date.
With respect to a Floating Rate Note, accrued interest from the date of issue
or from the last date to which interest has been paid is calculated by
multiplying the face amount of such Floating Rate Note by an accrued interest
factor. Such accrued interest factor is computed by adding the interest factor
calculated for each day from the date of issue, or from the last date to which
interest has been paid, to but excluding the date for which accrued interest is
being calculated. The interest factor (expressed as a decimal) for each such
day is computed by dividing the interest rate (expressed as a decimal)
applicable to such date by 360, in the case of Commercial Paper Rate Notes,
Prime Rate Notes, LIBOR Notes, CD Rate Notes or Federal Funds Rate Notes, or by
the actual number of days in the year, in the case of Treasury Rate Notes.
Interest on Fixed Rate Notes will be computed on the basis of a 360-day year of
twelve 30-day months.
Any payment on any Note due on any day which is not a Market Day, need not be
made on such day, but may be made on the next succeeding Market Day (or, in the
case of a LIBOR Note, if such day falls in the next calendar month, the next
preceding Market Day) with the same force and effect as if made on the due
date, and no interest shall accrue for the period from and after such date.
Payment of the principal of (and premium, if any) and any interest due with
respect to any Certificated Note at Maturity to be made in U.S. dollars will be
made in immediately available funds
S-12
<PAGE>
upon surrender of such Note at the corporate trust office of the Trustee in the
Borough of Manhattan, The City of New York, provided that the Certificated Note
is presented to the Paying Agent (as defined in the Indenture) in time for the
Paying Agent to make such payments in such funds in accordance with its normal
procedures. Payments of interest with respect to Certificated Notes to be made
in U.S. dollars other than at Maturity will be made by check mailed by first
class mail to the address of the person entitled thereto as it appears in the
Security Register (as defined in the Indenture). A holder may elect to receive
such payments of interest by wire transfer of immediately available funds to a
designated account maintained in the United States upon receipt by the Trustee
of written instructions from such holder not later than the Regular Record Date
for the related Interest Payment Date. Such instructions shall remain in effect
with respect to payments of interest made to such holder on subsequent Interest
Payment Dates unless revoked or changed by written instructions received by the
Trustee from such holder, provided that any such written revocation or change
which is received by the Trustee after a Regular Record Date and before the
related Interest Payment Date shall not be effective with respect to the
interest payable on such Interest Payment Date.
The total amount of any principal, premium, if any, and interest due on any
Global Security representing one or more Book-Entry Notes on any Interest
Payment Date or at Maturity will be made available to the Trustee on such date.
As soon as possible thereafter, the Trustee will make such payments to the
Depositary. The Depositary will allocate such payments to each Book-Entry Note
represented by such Global Security and make payments to the owners or holders
thereof in accordance with its existing operating procedures. Neither the
Company nor the Trustee shall have any responsibility or liability for such
payments by the Depositary. So long as the Depositary or its nominee is the
registered owner of any Global Security, the Depositary or its nominee, as the
case may be, will be considered the sole owner or holder of the Book-Entry Note
or Notes represented by such Global Security for all purposes under the
Indenture and the Book-Entry Notes except as otherwise noted therein. The
Company understands, however, that under existing industry practice, the
Depositary will authorize the persons on whose behalf it holds a Global
Security to exercise certain rights of holders of Notes, and the Indenture
provides that the Company, the Trustee and their respective agents will treat
as the holder of a Note the persons specified in a written statement of the
Depositary with respect to such Global Security for purposes of obtaining any
consents or directions required to be given by holders of the Notes pursuant to
the Indenture. See "Book-Entry System."
Unless otherwise specified in the applicable Pricing Supplement, payments of
interest and principal (and premium, if any) with respect to any Note to be
made in a Specified Currency other than U.S. dollars will be made by wire
transfer of immediately available funds to such account with a bank located in
the country issuing the Specified Currency (or, with respect to Notes
denominated in ECUs, to an ECU account) or other jurisdiction acceptable to the
Company and the Trustee as shall have been designated at least five Business
Days prior to the Interest Payment Date or Maturity, as the case may be, by the
registered holder of such Note on the relevant Regular Record Date or at
Maturity, provided that, in the case of payment of principal (and premium, if
any) and any interest due at Maturity, the Note is presented to the Paying
Agent in time for the Paying Agent to make such payments in such funds in
accordance with its normal procedures. Such designation shall be made by filing
the appropriate information with the Trustee at its corporate trust office in
the Borough of Manhattan, The City of New York and, unless revoked by written
notice to the Trustee received by the Trustee on or prior to the date five
Business Days prior to the applicable Interest Payment Date or Maturity, as the
case may be, any such designation made with respect to any Note by a registered
holder will remain in effect with respect to any further payments with respect
to such Note payable to such holder. If a payment with respect to any such Note
cannot be made by wire transfer because the required designation has not been
received by the Trustee on or before the requisite date or for any other
reason, a notice will be mailed to the holder at its registered address
requesting a designation pursuant to which such wire transfer can be made and,
upon the Trustee's receipt of such a designation, such payment will be made
within five Business Days of such receipt. The Company will pay any
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<PAGE>
administrative costs imposed by banks in connection with making payments by
wire transfer, but any tax, assessment or governmental charge imposed upon
payments will be borne by the holders of the Notes in respect of which payments
are made.
If the principal of (and premium, if any) or interest on any Note is payable
in other than U.S. dollars and such Specified Currency is not available due to
the imposition of exchange controls or other circumstances beyond the control
of the Company, the Company will be entitled to satisfy its obligations to
holders of the Notes by making such payment in U.S. dollars on the basis of the
most recently available Exchange Rate. Any payment made under such
circumstances in U.S. dollars where the required payment is in other than U.S.
dollars will not constitute an Event of Default (as defined in the Prospectus)
under the Indenture.
BOOK-ENTRY SYSTEM
Upon issuance, all Book-Entry Notes bearing interest at the same rate or
pursuant to the same formula, having the same date of issuance, redemption
provisions, if any, Specified Currency, Stated Maturity and other terms will be
represented by a single Global Security. Each Global Security representing
Book-Entry Notes will be deposited with, or on behalf of, the Depositary
located in the Borough of Manhattan, The City of New York, and will be
registered in the name of the Depositary or a nominee of the Depositary.
Currently, the Depositary accepts deposits of Global Securities denominated in
U.S. dollars only.
With respect to any Book-Entry Note denominated in a Specified Currency other
than U.S. dollars, the Depositary currently has elected to have payments of
principal (and premium, if any) and interest on such Note made in U.S. dollars
unless notified by any of its Participants (as defined below) through which an
interest in such Note is held that it elects to receive such payment of
principal (or premium, if any) or interest in such Specified Currency. Unless
otherwise specified in the applicable Pricing Supplement, a Beneficial Owner
(as defined below) of Book-Entry Notes denominated in a Specified Currency
other than U.S. dollars electing to receive payments of principal (or any
premium) or interest in a currency other than U.S. dollars must notify the
Participant through which its interest is held on or prior to the applicable
Record Date, in the case of a payment of interest, and on or prior to the
sixteenth day prior to Maturity, in the case of principal or premium, of such
Beneficial Owner's election to receive all or a portion of such payment in such
Specified Currency. Such Participant must notify the Depositary of such
election on or prior to the third Business Day after such Record Date or after
such sixteenth day. The Depositary will notify the Trustee of such election on
or prior to the fifth Business Day after such Record Date or after such
sixteenth day. If complete instructions are received by the Participant and
forwarded by the Participant to the Depositary, and by the Depositary to the
Trustee, on or prior to such dates, the Beneficial Owner will receive payments
in the Specified Currency.
The Depositary has advised the Company as follows: the Depositary is a
limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member
of the Federal Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934. The Depositary holds securities that its participants ("Participants")
deposit with the Depositary. The Depositary also facilitates the settlement
among Participants of securities transactions, such as transfers and pledges,
in deposited securities through electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. "Direct Participants" include securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations. Access to the Depositary's system is also available to others,
such as securities brokers
S-14
<PAGE>
and dealers, banks and trust companies, that clear through or maintain a
custodial relationship with a Direct Participant, either directly or indirectly
("Indirect Participants"). The Rules applicable to the Depositary and its
Participants are on file with the Securities and Exchange Commission.
Purchases of Book-Entry Notes under the Depositary's system must be made by
or through Direct Participants. Upon the issuance by the Company of Book-Entry
Notes represented by any Global Security, the Depositary will credit, on its
book-entry system, the respective principal amounts of the Book-Entry Notes
represented by such Global Security to the accounts of Participants. The
accounts to be credited shall be designated by the agents of the Company with
respect to such Book-Entry Notes, by certain other agents of the Company or by
the Company if such Book-Entry Notes are offered and sold directly by the
Company. The ownership interest of each actual purchaser of each Book-Entry
Note (a "Beneficial Owner") will be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from the Depositary of their purchase, but Beneficial Owners are expected to
receive written confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in Book-Entry Notes are expected to be effected by entries
made on the books of Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership
interests in Book-Entry Notes, except as set forth below. To facilitate
subsequent transfers, all Book-Entry Notes deposited by Participants with the
Depositary will be registered in the name of the Depositary's partnership
nominee, Cede & Co. The deposit of Book-Entry Notes with the Depositary and
their registration in the name of Cede & Co. will not effect any change in
beneficial ownership. The laws of some states require that certain purchasers
of securities take physical delivery of such securities in definitive form.
Such laws may impair the ability to transfer beneficial interests in Book-Entry
Notes represented by any Global Security.
So long as the Depositary for any Global Security, or its nominee, is the
registered owner of such Global Security, the Depositary or its nominee, as the
case may be, will be considered the sole owner or holder of the Book-Entry
Notes represented by such Global Security for all purposes of such Notes and
for all purposes under the Indenture.
With respect to any Book-Entry Note, unless the Depositary has notified the
Company that it is unwilling or unable to continue as depositary therefor, the
Depositary has ceased to be a clearing agency registered under the Securities
Exchange Act of 1934, the Company has delivered to the Trustee a written notice
that all Book-Entry Notes shall be exchangeable, an Event of Default (as
defined below under "Description of Debt Securities--Events of Default" in the
accompanying Prospectus) has occurred and is continuing with respect to the
Notes represented thereby or as otherwise set forth in the applicable Pricing
Supplement, owners of beneficial interests in such Book-Entry Note will not be
entitled to have the Notes represented thereby registered in their names, will
not receive or be entitled to receive physical delivery of Certificated Notes
in exchange therefor and will not be considered to be the owners or holders of
any Notes represented thereby under the Indenture or such Book-Entry Note.
Unless and until it is exchanged in whole or in part for individual
certificates evidencing the Book-Entry Notes represented thereby, any Global
Security may not be transferred except as a whole by the depositary for such
Global Security to a nominee of such depositary or by a nominee of such
depositary to such depositary or another nominee of such depositary or by the
depositary or any nominee to a successor depositary or any nominee of such
successor.
The Company expects that conveyance of notices and other communications by
the Depositary to Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any
statutory or regulatory requirements as may be in effect from time to time. In
addition, neither the
S-15
<PAGE>
Depositary nor Cede & Co. will consent or vote with respect to Notes; the
Company has been advised that the Depositary's usual procedure is to mail an
omnibus proxy to the Company as soon as possible after the record date with
respect to such consent or vote. The omnibus proxy would assign Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts the
Notes are credited on such record date (identified in a listing attached to the
omnibus proxy).
Settlement for Book-Entry Notes will be made by the purchasers thereof in
immediately available funds. As long as the Depositary continues to make its
same day funds settlement system available to the Company, all payments of
principal of (and premium, if any) and interest on a Book-Entry Note held by
the Depositary or its nominee will be made by the Company in immediately
available funds.
Secondary trading in notes and debentures of corporate issuers is generally
settled in clearinghouse or next-day funds. In contrast, Book-Entry Notes will
trade in the Depositary's same-day funds settlement system, and secondary
market trading activity in those securities will therefore be required by the
Depositary to settle in immediately available funds. No assurance can be given
as to the effect, if any, of settlement in immediately available funds on
trading activity in Book-Entry Notes.
Payments of principal of (and premium, if any) and interest on the Book-Entry
Notes represented by a Global Security registered in the name of the Depositary
or its nominee will be made by the Company through the Trustee to the
Depositary or its nominee, as the case may be, as the registered owner of such
Global Security. Neither the Company nor the Trustee will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in any Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
The Company has been advised that the Depositary will credit the accounts of
Direct Participants with payment in amounts proportionate to their respective
holdings in any Global Security as shown on the records of the Depositary. The
Company has been advised that the Depositary's practice is to credit Direct
Participants' accounts on the applicable payment date unless the Depositary has
reason to believe that it will not receive payment on such date. The Company
expects that payments by Participants to Beneficial Owners will be governed by
standing customer instructions and customary practices, as is now the case with
securities held for the accounts of customers. Such payments will be the
responsibility of such Participants.
UNITED STATES TAXATION CONSIDERATIONS
The following summary of certain federal income tax consequences to holders
of Notes is based on current law and is for general information only. The tax
treatment of a holder of a particular Note may vary depending upon his
particular situation. Certain holders of Notes (including insurance companies,
tax-exempt organizations, financial institutions, broker-dealers, foreign
corporations and persons who are not citizens or residents of the United
States) may be subject to special rules not discussed below. BECAUSE THE EXACT
PRICING AND OTHER TERMS OF THE NOTES HAVE NOT YET BEEN FINALIZED, NO ASSURANCE
CAN BE GIVEN THAT THE CONSIDERATIONS DESCRIBED BELOW WILL APPLY TO A PARTICULAR
ISSUANCE OF NOTES. CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES RELATING TO THE OWNERSHIP OF PARTICULAR NOTES (WHERE APPLICABLE)
WILL BE SUMMARIZED IN THE PRICING SUPPLEMENT RELATING TO SUCH NOTES. EACH
PURCHASER SHOULD CONSULT HIS TAX ADVISOR AS TO THE TAX CONSEQUENCES TO HIM OF
HOLDING AND DISPOSING OF THE NOTES, INCLUDING THE APPLICABILITY AND EFFECT OF
ANY STATE, LOCAL OR FOREIGN TAX LAWS.
S-16
<PAGE>
Due to the terms of a particular Note as set forth in the applicable Pricing
Supplement, some or all of the Notes may be issued with original issue
discount. Holders of Notes issued with original issue discount may be required
to include such original issue discount in gross income as interest income for
federal income tax purposes before receiving the cash to which such interest
income is attributable. In general, the amount of original issue discount, if
any, on a Note would be the excess of its "stated redemption price at maturity"
over its "issue price," subject to a statutorily-defined de minimis exception.
Holders of Notes issued with original issue discount must generally include in
gross income for federal income tax purposes the sum of the daily portions of
original issue discount with respect to such Notes for each day during the
taxable year or portion of a taxable year on which such holder holds the Notes.
Treasury Department regulations provide that any Floating Rate Notes that (i)
bear interest such that the Floating Rate Notes qualify as "variable rate debt
instruments" as defined in the Treasury Department regulations, but do not
provide for "qualified stated interest," as defined in the Treasury Department
regulations or (ii) bear interest such that the Floating Rate Notes do not
qualify as "variable rate debt instruments," may be treated as issued with
original issue discount or as contingent payment obligations. Even if the
Floating Rate Notes would otherwise qualify as "variable rate debt
instruments," if the Floating Rate Notes are subject to a Maximum Rate or
Minimum Rate limitation, the Floating Rate Notes could be treated as contingent
payment obligations for federal income tax purposes. In addition, a holder of a
Note with interest denominated in a foreign currency may recognize more or less
income as a result of the required conversion to United States dollars for
federal income tax purposes.
The Treasury Department has recently proposed regulations dealing with the
treatment of contingent payment obligations (the "Proposed Regulations"). These
Proposed Regulations supersede the proposed Treasury Department regulations
originally published on April 8, 1986 dealing with contingent payment
obligations and are not proposed to be effective for debt instruments issued
prior to the date that is 60 days after the date on which the Proposed
Regulations are finalized. Because the Proposed Regulations represent the best
indication of the current view of the Treasury Department with respect to the
federal income tax treatment of contingent payment obligations, the Company
intends to take the position (absent any express authority to the contrary and
unless otherwise indicated) that the rules set forth in the Proposed
Regulations will control the tax treatment of any Floating Rate Note that is
treated as a contingent payment obligation, and the following discussion
assumes such treatment. There can be no assurance, however, that the final
Treasury Department regulations regarding contingent payment obligations will
not differ materially from the Proposed Regulations. Accordingly, the ultimate
federal income tax treatment of any Floating Rate Note that is treated as a
contingent payment obligation may differ from that described herein.
Generally, if the Notes are treated as contingent payment obligations,
interest payments thereon will be treated as "contingent interest" payments.
Under the Proposed Regulations, any contingent interest payments on a Floating
Rate Note would be includible in income in a taxable year whether or not the
amount of any such payment is fixed or determinable in that year. The amount of
interest included in income in any particular accrual period would be
determined by estimating a projected payment schedule (as determined under the
Proposed Regulations) for the Floating Rate Note and applying daily accrual
rules similar to those for accruing original issue discount on noncontingent
debt instruments issued with original issue discount (as discussed above). If
the actual amount of a contingent interest payment is not equal to the
projected amount, an adjustment to income at the time of the payment must be
made to reflect the difference.
A holder of Notes will be subject to backup withholding at the rate of 31%
with respect to interest paid on or original issue discount accrued on the
Notes unless (i) such holder is a corporation or comes within certain other
exempt categories and, when required demonstrates this fact or (ii) provides a
correct taxpayer identification number, certifies as to no loss of exemption
from backup withholding and otherwise complies with applicable requirements of
the backup withholding rules. A holder of Notes
S-17
<PAGE>
who does not provide the Company with his or her correct taxpayer
identification number may be subject to penalties imposed by the Internal
Revenue Service (the "Service"). The Company will report to holders of the Note
and the Service the amount of any "reportable payments" (including any original
issue discount accrued on the Notes) and any amount withheld with respect to
the Notes during the calendar year.
Certain material United States federal income tax considerations relating to
the ownership of a particular Note (if applicable), including (but not limited
to) a Note with interest or principal denominated in a foreign currency, will
be summarized in the applicable Pricing Supplement.
FOREIGN CURRENCY RISKS
THIS PROSPECTUS SUPPLEMENT AND THE ATTACHED PROSPECTUS AND PRICING SUPPLEMENT
DO NOT DESCRIBE ALL THE RISKS OF AN INVESTMENT IN THE NOTES DENOMINATED IN
OTHER THAN U.S. DOLLARS. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN
FINANCIAL AND LEGAL ADVISORS AS TO THE RISKS ENTAILED BY AN INVESTMENT IN THE
NOTES DENOMINATED IN A CURRENCY (INCLUDING ANY COMPOSITE CURRENCY) OTHER THAN
U.S. DOLLARS. SUCH NOTES ARE NOT AN APPROPRIATE INVESTMENT FOR INVESTORS WHO
ARE UNSOPHISTICATED WITH RESPECT TO FOREIGN CURRENCY TRANSACTIONS.
THE INFORMATION SET FORTH IN THIS PROSPECTUS SUPPLEMENT IS DIRECTED TO
PROSPECTIVE PURCHASERS WHO ARE UNITED STATES RESIDENTS, AND THE COMPANY
DISCLAIMS ANY RESPONSIBILITY TO ADVISE PROSPECTIVE PURCHASERS WHO ARE RESIDENTS
OF COUNTRIES OTHER THAN THE UNITED STATES WITH RESPECT TO ANY MATTERS THAT MAY
AFFECT THE PURCHASE, HOLDING OR RECEIPT OF PAYMENTS OF PRINCIPAL OF (AND
PREMIUM, IF ANY) AND INTEREST ON THE NOTES. SUCH PERSONS SHOULD CONSULT THEIR
OWN FINANCIAL AND LEGAL ADVISORS WITH REGARD TO SUCH MATTERS.
GENERAL
Exchange Rates and Exchange Controls. An investment in Notes that are
denominated in other than U.S. dollars entails significant risks that are not
associated with a similar investment in a security denominated in U.S. dollars.
Such risks include, without limitation, the possibility of significant changes
in rates of exchange between the U.S. dollar and the various foreign currencies
or composite currencies and the possibility of the imposition or modification
of foreign exchange controls by either the U.S. or foreign governments. Such
risks generally depend on factors over which the Company has no control, such
as economic and political events and the supply of and demand for the relevant
currencies. In recent years, rates of exchange between the U.S. dollar and
certain foreign currencies have been highly
volatile and such volatility may be expected in the future. Fluctuations in any
particular exchange rate that have occurred in the past are not necessarily
indicative, however, of fluctuations in the rate that may occur during the term
of any Note. Depreciation of a Specified Currency other than U.S. dollars
against the U.S. dollar would result in a decrease in the effective yield of
such Note below its coupon rate, and in certain circumstances could result in a
loss to the investor on a U.S. dollar basis.
Governments have imposed from time to time and may in the future impose
exchange controls which could affect exchange rates as well as the availability
of the Specified Currency at a Note's Maturity or on any other payment date in
respect thereof. Even if there are no actual exchange controls, it is possible
that the Specified Currency for any particular Note would not be available at
such Note's Maturity. In that event, the Company will repay in U.S. dollars on
the basis of the most recently available Exchange Rate. See "Description of
Notes --Payment of Principal and Interest".
Currently, there are limited facilities in the United States for conversion
of U.S. dollars into foreign currencies, and vice versa. Accordingly, payments
on Notes made in a Specified Currency other than U.S. dollars will be made from
an account with a bank located in the country issuing the Specified Currency
(or, with respect to Notes denominated in ECUs, from an ECU account). See
"Description of Notes -- Payment of Principal and Interest".
S-18
<PAGE>
Unless otherwise specified in the applicable Pricing Supplement, Notes
denominated in other than U.S. dollars or ECUs will not be sold in, or to
residents of, the country issuing the Specified Currency in which particular
Notes are denominated.
With respect to any Note denominated in other than U.S. dollars, a Pricing
Supplement including a currency supplement with respect to the applicable
Specified Currency (which supplement shall include information with respect to
applicable current foreign exchange controls, if any), certain federal income
tax considerations and the relevant historical exchange rates for the Specified
Currency shall constitute a part of this Prospectus Supplement. The information
therein concerning exchange rates is furnished as a matter of information only
and should not be regarded as indicative of the range of or trends in
fluctuations in currency exchange rates that may occur in the future.
GOVERNING LAW AND JUDGMENTS
The Indenture and the Notes will be governed by and construed in accordance
with the laws of the State of California. A judgment for money in an action
based on a Note denominated in a foreign currency or currency unit in a federal
or state court in the United States ordinarily would be enforced in the United
States only in United States dollars. Under California law, a judgment on a
foreign-money claim is stated in an amount of the foreign currency or currency
unit and is payable in that foreign currency or, at the option of the debtor,
in United States dollars. The date used to determine the rate of conversion of
the currency or currency unit in which any particular Note is denominated into
United States dollars will depend upon various factors, including which court
renders the judgment.
NOTES DENOMINATED IN ECUS
If payment on a Note is required to be made in ECUs and on a payment date
with respect to such Note, ECUs are unavailable due to the imposition of
exchange controls or other circumstances beyond the Company's control or are no
longer used in the European Monetary System, then all payments due on such
payment date shall be made in U.S. dollars. The amount so payable on any
payment date in ECUs shall be converted into U.S. dollars at a rate determined
by the Exchange Rate Agent as of the second Business Day prior to the date on
which such payment is due on the following basis: The component currencies of
the ECUs for this purpose (the "Components") shall be the currency amounts that
were components of the ECUs as of the last date on which ECUs were used in the
European Monetary System. The equivalent of ECUs in U.S. dollars shall be
calculated by aggregating the U.S. dollar equivalents of the Components. The
U.S. dollar equivalent of each of the Components shall be determined by the
Exchange Rate Agent on the basis of the most recently available Exchange Rate
for the Components, or as otherwise indicated in the applicable Pricing
Supplement.
If the official unit of any component currency is altered by way of
combination or subdivision, the number of units of that currency as a Component
shall be divided or multiplied in the same proportion. If two or more component
currencies are consolidated into a single currency, the amounts of those
currencies as Components shall be replaced by an amount in such single currency
equal to the sum of the amounts of the consolidated component currencies
expressed in such single currency. If any component currency is divided into
two or more currencies, the amount of that currency as a Component shall be
replaced by amounts of such two or more currencies, each of which shall have a
value on the date of division equal to the amount of the former component
currency divided by the number of currencies into which that currency was
divided.
All determinations referred to above made by the Exchange Rate Agent shall be
at its sole discretion (except to the extent expressly provided herein or in
the applicable Pricing Supplement that any determination is subject to approval
by the Company) and, in the absence of manifest error, shall be conclusive for
all purposes and binding on holders of the Notes and the Company, and the
Exchange Rate Agent shall have no liability therefor.
S-19
<PAGE>
SUPPLEMENTAL PLAN OF DISTRIBUTION
Subject to the terms and conditions set forth in the Distribution Agreement,
dated May 12, 1995 (the "Distribution Agreement"), the Notes are being offered
on a continuing basis by the Company through Goldman, Sachs & Co. and J.P.
Morgan Securities Inc. (the "Agents"), who have agreed to use their best
efforts to solicit purchases of the Notes. The Company will have the sole right
to accept offers to purchase Notes and may reject any proposed purchase of
Notes as a whole or in part. The Agents shall have the right, in their
discretion reasonably exercised, to reject any offer to purchase Notes, as a
whole or in part. The Company will pay the Agents a commission of from .125% to
.750% of the principal amount of Notes, depending upon maturity, for sales made
through them as Agents.
The Company may also sell Notes to the Agents as principals for their own
accounts. Unless otherwise specified in the applicable Pricing Supplement, any
Note sold to an Agent as principal will be purchased by such Agent at a price
equal to 100% of the principal amount thereof less a percentage equal to the
commission applicable to an agency sale of a Note of identical maturity. Such
Notes may be resold at prevailing market prices, or at prices related thereto,
at the time of such resale, as determined by the Agents. The Company reserves
the right to sell Notes directly on its own behalf. No commission will be
payable on any Notes sold directly by the Company.
In addition, the Agents may offer the Notes they have purchased as principal
to other dealers. The Agents may sell Notes to any dealer at a discount and,
unless otherwise specified in the applicable Pricing Supplement, such discount
allowed to any dealer may include all or part of the discount to be received
from the Company. After the initial public offering of Notes to be resold to
investors and other purchasers on a fixed public offering price basis, the
public offering price, concession and discount may be changed.
The Agents may sell to or through dealers who may resell to investors, and
the Agents may pay all or part of their discount or commission to such dealers.
Such dealers may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Act").
Unless otherwise indicated in the applicable Pricing Supplement, payment of
the purchase price of Notes will be required to be made in immediately
available funds in The City of New York.
The Agents, as agents or principals, may be deemed to be "underwriters"
within the meaning of the Act. The Company has agreed to indemnify the Agents
against certain liabilities, including liabilities under the Act. The Company
has agreed to reimburse the Agents for certain expenses.
Goldman, Sachs & Co. and J.P. Morgan Securities Inc. have performed various
investment banking services for the Company and its subsidiaries and may
perform such services in the future. Affiliates of J.P. Morgan Securities Inc.
have performed commercial banking services for the Company and its subsidiaries
and may perform such services in the future.
The Notes are a new issue of securities with no established trading market
and will not be listed on any securities exchange. No assurance can be given as
to the existence or liquidity of any secondary market for the Notes.
S-20
<PAGE>
[LOGO OF AVERY DENNISON]
DEBT SECURITIES
---------------
Avery Dennison Corporation (the "Company") may offer, from time to time, debt
securities consisting of debentures, notes and/or other unsecured evidences of
indebtedness (the "Debt Securities") at an aggregate initial offering price not
to exceed $100,000,000, or, if the principal of the Debt Securities is payable
in a foreign or composite currency, the equivalent thereof at the time of the
offering. The Debt Securities may be offered as separate series and may be
offered in amounts, at prices and on terms to be determined at the time of
sale. When a particular series of Debt Securities (the "Offered Debt
Securities") is offered, a supplement to this Prospectus (the "Prospectus
Supplement") will be delivered with this Prospectus setting forth the terms of
such Offered Debt Securities, including, if applicable, the specific
designation, aggregate principal amount, denominations, currency, purchase
price, maturity, interest rate (which may be fixed or variable) and time of
payment of interest, redemption terms and any listing on a securities exchange
of the Offered Debt Securities. All or a portion of the Debt Securities of a
series may be issued in temporary or permanent global form.
---------------
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 Offered Debt Securities may be sold directly, through agents designated
from time to time or through underwriters or dealers, which may be a group of
underwriters represented by one or more firms, or through a combination of such
methods. See "Plan of Distribution." If any agents of the Company or any
underwriters or dealers are involved in the sale of the Offered Debt
Securities, the names of such agents, underwriters or dealers and any
applicable commissions or discounts will be set forth in the Prospectus
Supplement.
---------------
This Prospectus may not be used to consummate sales of Debt Securities unless
accompanied by a Prospectus Supplement.
---------------
The date of this Prospectus is May 11, 1995
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following
Regional Offices of the Commission: New York Regional Office, 7 World Trade
Center, Suite 1300, New York, New York 10048; and Chicago Regional Office,
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such materials can be obtained from the Public Reference Branch of
the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Such material can also be inspected
at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York,
New York 10005 and the Pacific Stock Exchange Incorporated, 301 Pine Street,
San Francisco, California 94104, on which exchanges the Company's common stock
is listed.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(together with all amendments and exhibits, referred to as the "Registration
Statement") filed by the Company with the Commission under the Securities Act
of 1933, as amended (the "1933 Act"). This Prospectus omits certain of the
information contained in the Registration Statement in accordance with the
rules and regulations of the Commission, and reference is hereby made to the
Registration Statement for further information with respect to the Company and
the Debt Securities offered hereby. Any statements contained herein concerning
the provisions of any documents are not necessarily complete, and, in each
instance, reference is made to such copy filed as a part of the Registration
Statement or otherwise filed with the Commission. Each such statement is
qualified in its entirety by such reference. The Registration Statement may be
inspected without charge at the office of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and copies
thereof may be obtained from the Commission at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1994 is incorporated in and made a part of this Prospectus.
All documents filed by the Company with the Commission 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 Debt Securities
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained in any subsequently filed
document deemed to be incorporated herein or contained in the accompanying
Prospectus Supplement modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of the Registration Statement or this
Prospectus.
The Company will provide without charge to each person to whom a copy of this
Prospectus is delivered, on the request of any such person, a copy of any or
all of the documents incorporated herein by reference (other than exhibits to
such documents, unless such exhibits are specifically incorporated by reference
into the documents that this Prospectus incorporates). Requests for such copies
should be directed to the Secretary, Avery Dennison Corporation, 150 North
Orange Grove Boulevard, Pasadena, California 91103; telephone (818) 304-2000.
2
<PAGE>
THE COMPANY
The principal business of the Company is the production of self-adhesive
materials. Some of these materials are "converted" into labels and other
products through embossing, printing, stamping and die-cutting, and some are
sold in unconverted form as base materials, tapes and reflective sheeting. The
Company also manufactures and sells a variety of office products and other
items not involving pressure-sensitive components, such as notebooks, three-
ring binders, organizing systems, felt-tip markets, glues, fasteners, business
forms, tickets, tags and a diversified line of labeling systems and imprinting
equipment.
The Company manufactures and sells these products from 200 manufacturing
facilities and sales offices located in 27 countries, and employs approximately
15,550 persons worldwide. Its principal corporate offices are located at 150
North Orange Grove Boulevard, Pasadena, California 91103 (telephone: (818) 304-
2000).
The Company was founded in 1935 by R. Stanton Avery, the Founder and Chairman
Emeritus, incorporated in California in 1946 and reincorporated in Delaware in
1977. On October 16, 1990, a wholly owned subsidiary of the Company merged into
Dennison Manufacturing Company ("Dennison"), Dennison became a wholly owned
subsidiary of the Company, and the Company changed its name from Avery
International Corporation to Avery Dennison Corporation. References herein to
the "Company" are to Avery Dennison Corporation and its subsidiaries, unless
the context otherwise requires.
USE OF PROCEEDS
Except as may be set forth in the Prospectus Supplement, the Company intends
to use the net proceeds from the sale of the Debt Securities to reduce domestic
variable-rate short-term borrowings, some of which are classified as long-term
debt, to reduce or retire from time to time other indebtedness and for other
general corporate purposes.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's consolidated ratio of earnings
to fixed charges for the periods shown.
<TABLE>
<CAPTION>
1990
---------------------------
ACTUAL AS ADJUSTED 1991 1992 1993 1994
------ ----------- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
1.2 2.8 2.7 3.1 3.2 3.9
</TABLE>
The ratios of earnings to fixed charges were computed by dividing earnings by
fixed charges. For this purpose, "earnings" consist of income before income
taxes plus fixed charges (excluding capitalized interest), and "fixed charges"
consist of interest expense, capitalized interest, amortization of debt
issuance costs and the portion of rent expense (estimated to be 45% for 1990,
40% for 1991 and 35% for 1992, 1993 and 1994) on operating leases deemed
representative of interest. In 1990, the Company incurred merger expenses and
restructuring charges of $13.8 million and $85.2 million, respectively, in
connection with the merger of Dennison with a wholly owned subsidiary of the
Company. The "As adjusted" amount shown above for 1990 has been calculated to
exclude the effect of these items.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued under an Indenture, dated as of March
15, 1991, between the Company and Security Pacific National Bank, as Trustee,
as amended by a First Supplemental Indenture, dated as of March 16, 1993,
between the Company and BankAmerica National Trust Company, as successor
Trustee (the "Trustee"), each of which is incorporated by reference as an
exhibit to the Registration
3
<PAGE>
Statement (collectively, the "Indenture"). The following summary of certain
general provisions of the Indenture and the Debt Securities does not purport to
be complete and is subject to, and is qualified in its entirety by reference
to, the provisions of the Indenture, including the definitions therein of
certain terms. The particular terms of the Offered Debt Securities and the
extent, if any, to which such general provisions may apply to the Offered Debt
Securities will be described in the Prospectus Supplement relating to such
Offered Debt Securities.
GENERAL
The Indenture does not limit the amount of Debt Securities which may be
issued thereunder and provides that Debt Securities may be issued thereunder up
to the aggregate principal amount which may be authorized from time to time.
The Debt Securities may be issued from time to time in one or more series. The
Debt Securities will be unsecured and will rank on a parity with all other
unsecured and unsubordinated indebtedness of the Company.
Debt Securities will be issued in fully registered form without coupons and
may be issued in whole or in part in the form of one or more global securities
("Global Securities").
Reference is made to the Prospectus Supplement relating to the particular
series of Offered Debt Securities offered thereby for the following terms of
the Offered Debt Securities: (i) the title and aggregate principal amount of
the Offered Debt Securities; (ii) the price (expressed as a percentage of the
aggregate principal amount thereof) at which the Offered Debt Securities will
be issued; (iii) the date or dates on which the Offered Debt Securities will
mature; (iv) the rate or rates per annum, or the method for determining such
rate or rates, if any, at which the Offered Debt Securities will bear interest;
(v) the date from which such interest, if any, on the Offered Debt Securities
will accrue, the dates on which such interest, if any, will be payable, the
date on which payment of such interest, if any, will commence and the regular
record dates for such interest payment dates; (vi) the place or places where
the principal of (and premium, if any) and interest, if any, on the Offered
Debt Securities shall be payable; (vii) any optional or mandatory sinking fund
provisions; (viii) the date, if any, after which, or the period or periods, if
any, within which, and the price or prices at which the Offered Debt Securities
may, pursuant to any optional or mandatory redemption provisions, be redeemed
at the option of the Company or the holder thereof and any other terms and
provisions of such optional or mandatory redemptions; (ix) the denominations in
which any Offered Debt Securities will be issuable if other than denominations
of $1,000 and any integral multiple thereof; (x) if other than the principal
amount thereof, the portion of the principal amount of Offered Debt Securities
which will be payable upon declaration of acceleration of maturity thereof;
(xi) any Events of Default with respect to the Offered Debt Securities, if not
set forth in the Indenture; (xii) the currency or currencies, including
composite currencies, in which payment of the principal of (and premium, if
any) and interest, if any, on the Offered Debt Securities will be payable (if
other than the currency of the United States of America) which may be different
for principal, premium, if any, and interest, if any; (xiii) if the principal
of (and premium, if any), or interest, if any, on the Offered Debt Securities
are to be payable, at the election of the Company or any holder thereof, in a
currency or currencies other than that in which the Offered Debt Securities are
stated to be payable, the period or periods within which, and the terms and
conditions upon which, such election may be made; (xiv) if the amount of
payments of principal of (and premium, if any), or interest, if any, on the
Offered Debt Securities may be determined with reference to an index, the
manner in which such amounts will be determined; (xv) whether such Offered Debt
Securities are to be issued in whole or in part in the form of one or more
Global Securities; (xvi) the application, if any, of certain provisions of the
Indenture relating to defeasance and discharge, and certain conditions thereto;
(xvii) any additional covenants or other material terms relating to the Offered
Debt Securities (which may not be inconsistent with the Indenture); and (xviii)
any Federal income tax consequences applicable to the Offered Debt Securities.
Unless otherwise indicated in the Prospectus Supplement relating thereto,
principal (and premium, if any) will be payable and the Debt Securities will be
transferable at the corporate trust office of the Trustee in the City of New
York, New York. Unless other arrangements are made, interest, if any, will be
paid by checks mailed by first class mail to the holders of Debt Securities at
their registered addresses. No service charge
4
<PAGE>
will be made for any transfer or exchange of the Debt Securities, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
One or more series of the Debt Securities may be issued as discounted Debt
Securities (bearing no interest or interest at a rate which at the time of
issuance is below market rates) to be sold at a substantial discount below
their stated principal amount. Federal income tax consequences and other
special considerations applicable to any such discounted Debt Securities will
be described in the Prospectus Supplement relating thereto.
Indexed Debt Securities may be issued with the principal amount payable at
maturity, or the amount of interest payable on an interest payment date, to be
determined by reference to a currency exchange rate, composite currency,
commodity price or other financial or non-financial index as set forth in the
Pricing Supplement applicable thereto. Holders of indexed Debt Securities may
receive a principal amount at maturity that is greater than or less than the
face amount of such Debt Securities depending upon the value at maturity of the
applicable index. Information as to the methods for determining the principal
amount payable at maturity or the amount of interest payable on an interest
payment date, as the case may be, any currency or commodity market to which
principal or interest is indexed, foreign exchange and other risks and certain
additional tax and other considerations with respect to indexed Debt Securities
will be set forth in the Pricing Supplement applicable thereto.
The covenants of the Company under the Indenture, as described below, will
not necessarily afford holders of the Debt Securities protection in the event
of a highly leveraged transaction involving the Company, such as a leveraged
buyout.
CERTAIN DEFINITIONS
"Attributable Debt" means, as to any particular lease under which any Person
is at the time liable and at any date as of which the amount thereof is to be
determined, the total net amount of rent required to be paid by such Person
under such lease during the remaining primary term thereof, discounted from the
respective due dates thereof to such date at the actual percentage rate
inherent in such arrangement as determined in good faith by the Company. The
net amount of rent required to be paid under any such lease for any such period
shall be the aggregate amount of the rent payable by the lessee with respect to
such period after excluding amounts required to be paid on account of
maintenance and repairs, insurance, taxes, assessments, water rates and similar
charges. In the case of any lease which is terminable by the lessee upon the
payment of a penalty, such net amount shall also include the amount of such
penalty, but no rent shall be considered as required to be paid under such
lease subsequent to the first date upon which it may be so terminated.
"Consolidated Net Tangible Assets" means the aggregate amount of assets (less
applicable reserves and other properly deductible items) less (i) all
liabilities, other than deferred income taxes and Funded Debt and (ii) all
goodwill, trade names, trademarks, patents, organizational expenses and other
like intangibles, of the Company and its consolidated Subsidiaries and computed
in accordance with generally accepted accounting principles.
"Funded Debt" means (i) all indebtedness for money borrowed having a maturity
of more than 12 months from the date as of which the determination is made or
having a maturity of 12 months or less but by its terms being renewable or
extendible beyond 12 months from such date at the option of the borrower and
(ii) rental obligations payable more than 12 months from such date under leases
which are capitalized in accordance with generally accepted accounting
principles (such rental obligations to be included as Funded Debt at the amount
so capitalized and to be included for the purposes of the definition of
Consolidated Net Tangible Assets both as an asset and as Funded Debt at the
amount so capitalized).
"Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
5
<PAGE>
"Principal Property" means any real property owned at March 15, 1991 or
thereafter acquired by the Company or any Subsidiary of the Company the gross
book value (including related land and improvements thereon and all machinery
and equipment included therein without deduction of any depreciation reserves)
of which on the date as of which the determination is being made exceeds 2% of
Consolidated Net Tangible Assets other than (i) any property which in the
opinion of the Board of Directors is not of material importance to the total
business conducted by the Company and its Subsidiaries as an entirety or (ii)
any portion of a particular property which is similarly found not to be of
material importance to the use or operation of such property.
"Subsidiary" means a corporation, partnership or trust more than 50% of the
outstanding voting stock of which, or similar ownership interest in 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.
RESTRICTIONS ON SECURED DEBT
If the Company or any Subsidiary shall incur, issue, assume or guarantee any
evidence of indebtedness for borrowed money ("Debt") secured, after March 15,
1991, by a mortgage, pledge or lien ("Mortgage") on any Principal Property of
the Company or any Subsidiary, or on any share of capital stock or Debt of any
Subsidiary, the Company will secure or cause such Subsidiary to secure the Debt
Securities equally and ratably with (or, at the Company's option, prior to)
such secured Debt, so long as such secured Debt is so secured, unless, after
giving effect thereto, the aggregate amount of all such secured Debt, together
with all Attributable Debt of the Company and its Subsidiaries with respect to
sale and leaseback transactions involving Principal Properties (with the
exception of such transactions which are excluded as described in "Restrictions
on Sales and Leasebacks" below), would not exceed 10% of Consolidated Net
Tangible Assets.
The above restriction will not apply to, and there will be excluded from
secured Debt in any computation under such restriction, Debt secured by (a)
Mortgages on property of the Company or any Subsidiary, or on any shares of
capital stock of or Debt of any Subsidiary, existing on March 15, 1991, (b)
Mortgages on property of, or on any shares of capital stock of or Debt of, any
corporation existing at the time such corporation becomes a Subsidiary, (c)
Mortgages in favor of the Company or any Subsidiary, (d) Mortgages in favor of
governmental bodies to secure progress, advance or other payments pursuant to
any contract or provision of any statute, (e) Mortgages on property, shares of
capital stock or Debt existing at the time of acquisition thereof (including
acquisition through merger or consolidation) and purchase money and
construction Mortgages which are entered into within specified time limits, (f)
Mortgages securing industrial revenue bonds, pollution control bonds or other
similar types of bonds, (g) mechanics and similar liens arising in the ordinary
course of business in respect of obligations not due or being contested in good
faith, (h) Mortgages arising from deposits with, or the giving of any form of
security to, any governmental agency required as a condition to the transaction
of business or exercise of any privilege, franchise or license, (i) Mortgages
for taxes, assessments or governmental charges or levies which are not then
delinquent or, if delinquent, are being contested in good faith, (j) Mortgages
(including judgment liens) arising from legal proceedings being contested in
good faith (and, in the case of judgment liens, execution thereof is stayed)
and (k) any extension, renewal or replacement of any Mortgage referred to in
the foregoing clauses (a) through (j) inclusive or any Debt secured thereby,
provided that such extension, renewal or replacement will be limited to all or
part of the same property, shares of capital stock or Debt that secured the
Mortgage extended, renewed or replaced.
RESTRICTIONS ON SALES AND LEASEBACKS
Neither the Company nor any Subsidiary may, after March 15, 1991, enter into
any sale and leaseback transaction involving any Principal Property, unless,
after giving effect thereto, the aggregate amount of all Attributable Debt with
respect to such transactions plus all Debt secured by Mortgages on Principal
Properties, or on shares of capital stock or Debt of Subsidiaries (with the
exception of secured Debt which is excluded as described in "Restrictions on
Secured Debt" above), would not exceed 10% of Consolidated Net Tangible Assets.
6
<PAGE>
This restriction will not apply to, and there shall be excluded from
Attributable Debt in any computation under such restriction, any sale and
leaseback transaction if (a) the lease is for a period, including renewal
rights, of not in excess of three years, (b) the sale or transfer of the
Principal Property is made within a specified period after its acquisition or
construction, (c) the lease secures or relates to industrial revenue bonds,
pollution control bonds or other similar types of bonds, (d) the transaction is
between the Company and a Subsidiary or between Subsidiaries, or (e) the
Company or a Subsidiary, within 120 days after the sale or transfer shall have
been made by the Company or by a Subsidiary, applies an amount equal to the
greater of the net proceeds of the sale of the Principal Property leased
pursuant to such arrangement or the fair market value of the Principal Property
so leased at the time of entering into such arrangement (as determined in any
manner approved by the Board of Directors) to (i) the retirement of the Debt
Securities or other Funded Debt of the Company ranking on a parity with or
senior to the Debt Securities, or the retirement of the securities or other
Funded Debt of a Subsidiary; provided, however, that the amount to be applied
to the retirement of such Funded Debt of the Company or a Subsidiary shall be
reduced by (x) the principal amount of any Debt Securities (or other notes or
debentures constituting such Funded Debt) delivered within such
120-day period to the Trustee or other applicable trustee for retirement and
cancellation and (y) the principal amount of such Funded Debt, other than items
referred to in the preceding clause (x), voluntarily retired by the Company or
a Subsidiary within 120 days after such sale; and provided further, that
notwithstanding the foregoing, no retirement referred to in this clause (i) may
be effected by payment at maturity or pursuant to any mandatory sinking fund
payment or any mandatory prepayment provision, or (ii) the purchase of other
property which will constitute a Principal Property having a fair market value,
in the opinion of the Board of Directors, at least equal to the fair market
value of the Principal Property leased in such sale and leaseback transaction.
RESTRICTIONS ON THE PAYMENT OF DIVIDENDS AND OTHER PAYMENTS
The Company may not declare or pay any dividends or make any distributions on
its capital stock (except in shares of, or warrants or rights to subscribe for
or purchase shares of, capital stock of the Company), nor may the Company or
any Subsidiary make any payment to retire or acquire shares of such stock, at a
time when a payment default described in clause (i), (ii) or (iii) of "Events
of Default" below has occurred and is continuing.
MERGER AND CONSOLIDATION
The Company covenants that it will not merge, consolidate or sell, convey,
transfer or lease its properties or assets substantially as an entirety and the
Company will not permit any Person to consolidate with or merge into the
Company unless, among other things, (a) the successor Person is the Company or
another corporation, partnership or trust which assumes the Company's
obligations on the Debt Securities and under the Indenture, (b) after giving
effect to such transaction, the Company or the successor Person would not be in
default under the Indenture and (c) if, as a result of any such consolidation
or merger or such conveyance, transfer or lease, properties or assets of the
Company would become subject to an encumbrance which would not be permitted by
the Indenture, the Company or such successor Person takes such steps as are
necessary effectively to secure the Debt Securities equally and ratably with
(or, at the option of the Company, prior to) all indebtedness secured thereby.
EVENTS OF DEFAULT
The Indenture defines "Events of Default" with respect to the Debt Securities
of any series as being one of the following events: (i) default in the payment
of any installment of interest on that series for 30 days after becoming due;
(ii) default in the payment of principal of (or premium, if any, on) that
series when due; (iii) default in the deposit of any sinking fund payment on
that series when due; (iv) default in the performance or breach of any other
covenant or warranty of the Company in the Debt Securities of that series or
the Indenture (other than a covenant or warranty included in the Indenture
solely for the benefit of any series of Debt Securities other than that series)
for 60 days after notice to the Company by the Trustee or to the
7
<PAGE>
Company and the Trustee by the holders of at least 25% in principal amount of
the outstanding Debt Securities of such series; (v) default under any mortgage,
indenture (including the Indenture) or instrument under which there is issued,
or which secures or evidences, any indebtedness for borrowed money of the
Company or any Subsidiary existing as of March 15, 1991 or thereafter created,
which default shall constitute a failure to pay principal of such indebtedness
in an amount exceeding $10,000,000 when due and payable (other than as a result
of acceleration), after expiration of any applicable grace period with respect
thereto, or shall have resulted in an aggregate principal amount of such
indebtedness exceeding $10,000,000 becoming or being declared due and payable
prior to the date on which it would otherwise have become due and payable,
without such indebtedness having been discharged or such acceleration having
been rescinded or annulled within a period of 10 days after notice to the
Company by the Trustee or to the Company and the Trustee by the holders of at
least 25% in principal amount of the outstanding Debt Securities of such
series; (vi) certain events of bankruptcy, insolvency or reorganization; and
(vii) any other Event of Default provided with respect to Debt Securities of
that series. If an Event of Default shall occur and be continuing with respect
to the Debt Securities of any series, either the Trustee or the holders of at
least 25% in principal amount of the Debt Securities then outstanding of that
series may declare the principal (or such portion thereof as may be specified
in the Prospectus Supplement relating to such series) of the Debt Securities of
such series to be immediately due and payable.
The Indenture provides that the Trustee shall, within 90 days after the
occurrence of a default with respect to Debt Securities of a series, give the
holders of such Debt Securities of such series notice of all uncured defaults
known to it (the term default to mean the events specified above without grace
periods); provided that, except in the case of default in the payment of
principal of (or premium, if any) or interest, if any, on any Debt Security of
such series or in the payment of any sinking fund installment with respect to
Debt Securities of such series, the Trustee shall be protected in withholding
such notice if it in good faith determines that the withholding of such notice
is in the interest of the holders of Debt Securities of such series.
The Company will be required to furnish to the Trustee annually a statement
by certain officers of the Company stating whether or not, to the best of their
knowledge, the Company is in default in the performance and observance of any
of the terms, provisions and conditions of certain covenants contained in the
Indenture and, if the Company is in default, specifying all such defaults and
the nature and status thereof of which they may have knowledge.
The holders of a majority in principal amount of the outstanding Debt
Securities of any series will have the right, subject to certain limitations,
to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee with respect to the Debt Securities of such series, and to waive
certain defaults with respect thereto. The Indenture provides that in case an
Event of Default shall occur and be continuing, the Trustee shall exercise such
of its rights and powers under the Indenture, and use the same degree of care
and skill in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs. Subject to such provisions,
the Trustee will be under no obligation to exercise any of its rights or powers
under the Indenture at the request of any of the holders of Debt Securities
unless they shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in
compliance with such request.
MODIFICATION OF THE INDENTURE
With certain exceptions, the Indenture may be modified or amended with the
consent of the holders of not less than a majority in principal amount of the
outstanding Debt Securities of each series affected by the modification;
provided, however, that no such modification or amendment may be made, without
the consent of the holder of each Debt Security affected, which would (i)
reduce the principal amount of or the interest on any Debt Security, change the
stated maturity of the principal of, or any installment of interest on, any
Debt Security, or the other terms of payment thereof, or (ii) reduce the above-
stated percentage of Debt
8
<PAGE>
Securities, the consent of the holders of which is required to modify or amend
the Indenture, or the percentage of Debt Securities of any series, the consent
of the holders of which is required to waive certain past defaults.
DEFEASANCE AND COVENANT DEFEASANCE
Under the Indenture, the Company may elect to discharge (a "defeasance") its
obligations with respect to the outstanding Debt Securities of a series (other
than certain obligations to the Trustee and the Company's obligations with
respect to the registration, transfer and exchange of Debt Securities,
mutilated, destroyed, lost and stolen Debt Securities, the maintenance of an
office or agency in the place of payment for such series and the treatment of
funds held by Paying Agents), or may elect to be released from the restrictions
described under "Restrictions on Secured Debt", "Restrictions on Sales and
Leasebacks" and "Restrictions on the Payment of Dividends and Other Payments"
above and any other provisions identified in the accompanying Prospectus
Supplement ("covenant defeasance") if, among other things, (i) the Company has
irrevocably deposited or caused to be deposited with the Trustee (or other
satisfactory trustee), as trust funds for the payment of such Debt Securities,
money or U.S. Government Obligations (as defined in the Indenture), or a
combination thereof, which through the scheduled payment of principal and
interest will provide money in an amount sufficient, without reinvestment, to
pay and discharge at maturity or redemption the entire amount of principal of
(and premium, if any) and interest, if any, on such Debt Securities and any
mandatory sinking fund payments or analogous payments applicable to the
outstanding Debt Securities of such series; (ii) no Event of Default or event
which with notice or lapse of time or both would become an Event of Default
with respect to such Debt Securities shall have occurred and be continuing on
the date of such deposit and, for certain purposes, at any time during the
period ending on the 123rd day after the date of deposit, or any longer
preference period; (iii) such defeasance or covenant defeasance shall not cause
the Trustee to have a conflicting interest as referred to in the Indenture;
(iv) such defeasance or covenant defeasance will not result in a breach or
violation of, or constitute a default under, the Indenture or other material
agreements or instruments of the Company or cause the Debt Securities, if
listed on a national securities exchange, to be delisted; and (v) the Company
provides the Trustee with an opinion of counsel to the effect that the holders
of the Debt Securities of such series will not recognize income, gain or loss
for Federal income tax purposes as a result of such covenant defeasance or
defeasance, as the case may be, and will be subject to Federal income tax on
the same amounts and at the same times as would have been the case if such
covenant defeasance or defeasance, as the case may be, had not occurred and, in
the case of a defeasance, such opinion is based upon a ruling issued by the
Internal Revenue Service or a change in the applicable Federal income tax law
since the date of the Indenture to that effect.
CONCERNING THE TRUSTEE
BankAmerica National Trust Company is the Trustee under the Indenture and has
been appointed by the Company as initial Security Registrar (as defined in the
Indenture) with regard to the Debt Securities. The Company also maintains
substantial credit facilities and has other customary banking relationships
with Bank of America National Trust and Savings Association, an affiliate of
the Trustee.
PLAN OF DISTRIBUTION
GENERAL
The Company may sell Offered Debt Securities (i) to or through underwriters
or dealers; (ii) through agents; (iii) directly to purchasers; or (iv) through
a combination of any such methods of sale. Any such underwriter, dealer or
agent may be deemed to be an underwriter within the meaning of the 1933 Act.
The Prospectus Supplement relating to the Offered Debt Securities sets forth
their offering terms, including the name or names of any underwriters, dealers
or agents, the purchase price of the Offered Debt Securities and the proceeds
to the Company from such sale, any discounts, commissions and other items
constituting compensation, any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers and any securities
exchanges on which the Offered Debt Securities may be listed.
9
<PAGE>
If underwriters are used in the sale, the Offered Debt Securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, at a fixed price or prices, which may be
changed, or at market prices prevailing at the time of sale, or at prices
related to such prevailing market prices, or at negotiated prices. The Offered
Debt Securities may be offered to the public either through underwriting
syndicates represented by one or more managing underwriters or directly by one
or more of such firms. Unless otherwise set forth in the Prospectus Supplement,
the obligations of the underwriters to purchase the Offered Debt Securities
will be subject to certain conditions precedent and the underwriters will be
obligated to purchase all the Offered Debt Securities if any are purchased. Any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
Under agreements which may be entered into by the Company, underwriters,
dealers and agents who participate in the distribution of Offered Debt
Securities may be entitled to indemnification or contribution by the Company
against certain liabilities, including liabilities under the 1933 Act.
The specific terms and manner of sale of Offered Debt Securities will be set
forth or summarized in the Prospectus Supplement.
If so indicated in the Prospectus Supplement, the Company will authorize
underwriters or other persons acting as the Company's agents to solicit offers
by certain institutions to purchase Offered Debt Securities from the Company
pursuant to contracts providing for payment and delivery on a future date.
Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases will be
subject to acceptance by the Company. The obligations of any purchaser under
any such contracts will be subject to the condition that the purchase of
Offered Debt Securities shall not at the time of delivery be prohibited under
the laws of the jurisdiction to which such purchaser is subject. The
underwriters and such other persons will not have any responsibility in respect
of the validity or performance of such contracts.
LEGAL OPINIONS
The validity of the Debt Securities will be passed upon for the Company by
Latham & Watkins, and for the underwriters, dealers or agents, if any, by
O'Melveny & Myers, unless otherwise specified in the Prospectus Supplement.
EXPERTS
The consolidated balance sheet of the Company as of December 31, 1994 and
January 1, 1994, and the related consolidated statements of income,
shareholders' equity, and cash flows for each of the three years in the period
ended December 31, 1994, incorporated by reference in this Prospectus, have
been incorporated herein in reliance on the report, which includes an
explanatory paragraph regarding the Company's adoption of the provisions of the
Financial Accounting Standards Board's Statement of Financial Accounting
Standards ("SFAS") No. 106, "Employers' Accounting for Postretirement Benefits
Other Than Pensions", SFAS No. 109, "Accounting for Income Taxes" and SFAS No.
112, "Employers' Accounting for Postemployment Benefits" during 1993, of
Coopers & Lybrand L.L.P., independent accountants, given on the authority of
that firm as experts in accounting and auditing.
10
<PAGE>
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS SUPPLEMENT, ANY PRICING SUPPLEMENT OR THE PROSPECTUS IN CONNECTION
WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT, ANY PRICING SUPPLEMENT AND
THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT, ANY PRICING SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE
MADE HEREUNDER AND THEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICA-
TION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE
DATE HEREOF OR THEREOF. THIS PROSPECTUS SUPPLEMENT, ANY PRICING SUPPLEMENT AND
THE PROSPECTUS DO NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE
PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY-
ONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Use of Proceeds............................................................ S-2
Description of Notes....................................................... S-2
United States Taxation Considerations...................................... S-16
Foreign Currency Risks..................................................... S-18
Supplemental Plan of Distribution.......................................... S-20
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 3
Use of Proceeds............................................................ 3
Ratio of Earnings to Fixed Charges......................................... 3
Description of Debt Securities............................................. 3
Plan of Distribution....................................................... 9
Legal Opinions............................................................. 10
Experts.................................................................... 10
</TABLE>
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$100,000,000
[LOGO OF AVERY DENNISON]
MEDIUM-TERM NOTES, SERIES C
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PROSPECTUS SUPPLEMENT
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GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
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