<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 5, 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
AVERY DENNISON CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-1492269
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
150 NORTH ORANGE GROVE BOULEVARD
PASADENA, CALIFORNIA 91103
(818) 304-2000
(ADDRESS, INCLUDING ZIP CODE,
AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ROBERT G. VAN SCHOONENBERG, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
AVERY DENNISON CORPORATION
150 NORTH ORANGE GROVE BOULEVARD
PASADENA, CALIFORNIA 91103
(818) 304-2000
(NAME, ADDRESS, INCLUDING ZIP CODE,
AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S AGENT FOR SERVICE)
----------------
COPIES TO:
THOMAS W. DOBSON, ESQ. RICHARD A. BOEHMER, ESQ.
LATHAM & WATKINS O'MELVENY & MYERS
633 WEST FIFTH STREET 400 SOUTH HOPE STREET
LOS ANGELES, CALIFORNIA 90071 LOS ANGELES, CALIFORNIA 90071
(213) 485-1234 (213) 669-6000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this
Registration Statement as determined in light of
market conditions and other factors.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT* PRICE* FEE
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<S> <C> <C> <C> <C>
Debt Securities.................. $100,000,000 100%** $100,000,000 $34,483
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</TABLE>
*Estimated solely for the purpose of calculating the registration fee.
**Exclusive of accrued interest, if any.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED MAY 5, 1995
[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 , 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
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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>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS, ANY PROSPECTUS SUPPLEMENT OR ANY PRICING SUPPLEMENT IN CONNECTION
WITH THE OFFER MADE BY THIS PROSPECTUS, ANY PRICING SUPPLEMENT AND ANY
PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. NEITHER THE
DELIVERY OF THIS PROSPECTUS, ANY PRICING SUPPLEMENT AND ANY PROSPECTUS
SUPPLEMENT NOR ANY SALE MADE HEREUNDER AND THEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THEREOF. THIS PROSPECTUS, ANY
PRICING SUPPLEMENT AND ANY PROSPECTUS SUPPLEMENT 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 ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
-----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
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>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
$100,000,000
[LOGO OF AVERY DENNISON]
DEBT SECURITIES
-----------------
PROSPECTUS
-----------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
<TABLE>
<S> <C>
Securities and Exchange Commission filing fee................... $ 34,483
Printing and engraving fees and expenses........................ 10,000
Trustee fees and expenses....................................... 5,000
Legal fees and expenses......................................... 95,000
Accounting fees and expenses.................................... 38,000
Rating agency fees.............................................. 60,000
"Blue Sky" fees and expenses, including legal fees.............. 8,000
Miscellaneous other expenses.................................... 4,517
--------
Total....................................................... $255,000
========
</TABLE>
- --------
* All expenses are estimates except the Securities and Exchange Commission
filing fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware provides
that a corporation shall have the power, and in some cases is required, to
indemnify an agent, including an officer or director, who was or is a party or
is threatened to be made a party to any proceedings, against certain expenses,
judgments, fines, settlements and other amounts under certain circumstances.
Article VI of the Registrant's Bylaws requires indemnification of the
Registrant's officers and directors to the maximum extent permitted by the
Delaware General Corporation Law, and the Registrant maintains insurance
covering certain liabilities of the directors and officers of the Registrant
and its subsidiaries. The Registrant has also entered into contractual
arrangements with its directors and officers pursuant to which such persons may
be entitled to indemnity from the Registrant against certain liabilities
arising from the discharge of their duties in such capacities.
ITEM 16. EXHIBITS.
<TABLE>
<S> <C>
4.1 Indenture, dated as of March 15, 1991, between Avery Dennison Corporation
and Security Pacific National Bank, as Trustee (incorporated by reference
to Exhibit 4 to Avery Dennison's Registration Statement on Form S-3 (File
No. 33-39491)).
4.2 First Supplemental Indenture, dated as of March 16, 1993, between Avery
Dennison Corporation and BankAmerica National Trust Company, as successor
Trustee (incorporated by reference to Exhibit 4.2 to Avery Dennison's
Registration Statement on Form S-3 (File No. 33-59642)).
5 Opinion of Counsel to the Company re: legality.
12 Statement re: Computation of Ratio of Earnings to Fixed Charges for the five
years ended December 31, 1994.
23(a) Consent of Counsel to the Company (included in Exhibit 5).
23(b) Consent of Coopers & Lybrand L.L.P. (see Page II-5).
24 Power of Attorney (included in the signature page of this Registration
Statement).
25 Statement of Eligibility and Qualification on Form T-1.
</TABLE>
II-1
<PAGE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pasadena, State of California, on May 5, 1995.
AVERY DENNISON CORPORATION
By R. GREGORY JENKINS
---------------------------------
R. Gregory Jenkins
Senior Vice President, Finance
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated. Each person whose signature appears below hereby authorizes
Charles D. Miller, Philip M. Neal and R. Gregory Jenkins, or any of them, as
attorney-in-fact, with full power of substitution, to sign on his or her
behalf, individually and in each capacity stated below, and to file any
amendments, including post-effective amendments or supplements, to this
Registration Statement.
SIGNATURES TITLE DATE
CHARLES D. MILLER Chairman and Chief May 5, 1995
- ------------------------------ Executive Officer;
Charles D. Miller Director
PHILIP M. NEAL President and Chief May 5, 1995
- ------------------------------ Operating Officer;
Philip M. Neal Director
R. GREGORY JENKINS Senior Vice May 5, 1995
- ------------------------------ President, Finance
R. Gregory Jenkins and Chief
Financial Officer
(Principal
Financial Officer)
THOMAS E. MILLER Vice President and May 5, 1995
- ------------------------------ Controller
Thomas E. Miller (Principal
Accounting
Officer)
II-3
<PAGE>
SIGNATURES TITLE DATE
DWIGHT L. ALLISON, JR. Director May 5, 1995
- -------------------------------
Dwight L. Allison, Jr.
JOHN C. ARGUE Director May 5, 1995
- -------------------------------
John C. Argue
JOAN T. BOK Director May 5, 1995
- -------------------------------
Joan T. Bok
FRANK V. CAHOUET Director May 5, 1995
- -------------------------------
Frank V. Cahouet
F. DANIEL FROST Director May 5, 1995
- -------------------------------
F. Daniel Frost
RICHARD M. FERRY Director May 5, 1995
- -------------------------------
Richard M. Ferry
PETER W. MULLIN Director May 5, 1995
- -------------------------------
Peter W. Mullin
SIDNEY R. PETERSEN Director May 5, 1995
- -------------------------------
Sidney R. Petersen
JOHN B. SLAUGHTER Director May 5, 1995
- -------------------------------
John B. Slaughter
LAWRENCE R. TOLLENAERE Director May 5, 1995
- -------------------------------
Lawrence R. Tollenaere
II-4
<PAGE>
EXHIBIT 23(B)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-3 of our 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, dated January 31, 1995, appearing on
page 49 of the Avery Dennison 1994 Annual Report to Shareholders and
incorporated by reference in the Annual Report on Form 10-K of Avery Dennison
Corporation for the year ended December 31, 1994, on our audits of the
consolidated financial statements of Avery Dennison Corporation; and of our
report dated January 31, 1995, appearing in the Annual Report on Form 10-K of
Avery Dennison Corporation for the year ended December 31, 1994, on our audits
of the financial statement schedules listed in the index on page S-1 of the
Form 10-K. We also consent to the reference to our firm under the caption
"Experts."
COOPERS & LYBRAND L.L.P.
Los Angeles, California
May 5, 1995
II-5
<PAGE>
EXHIBIT 5
[LETTERHEAD OF LATHAM & WATKINS]
May 5, 1995
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103
Re: $100,000,000 Aggregate Principal
Amount of Debt Securities of
Avery Dennison Corporation
--------------------------------
Gentlemen:
At your request, we have examined the Registration Statement on Form
S-3 (the "Registration Statement") to be filed by you with the Securities and
Exchange Commission on May 5, 1995 in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of $100,000,000 aggregate
principal amount of debt securities (the "Debt Securities") for an offering to
be made on a continuous or delayed basis pursuant to the provisions of Rule 415
under the Act. We are familiar with the proceedings taken, and are familiar
with the additional proceedings proposed to be taken, by you in connection with
the Debt Securities. We have examined the Indenture, dated as of March 15,
1991, between you and Security Pacific National Bank, as Trustee, as amended by
a First Supplemental Indenture, dated as of March 16, 1993, between you and
BankAmerica National Trust Company, as successor Trustee (collectively, the
"Indenture"), under which the Debt Securities are to be issued.
Subject to the proposed additional proceedings being taken as now
contemplated prior to the issuance of the Debt Securities, and subject to the
terms of
<PAGE>
[LETTERHEAD OF LATHAM & WATKINS]
Avery Dennison Corporation
May 5, 1995
Page 2
the Debt Securities being otherwise in compliance with the then applicable law,
it is our opinion that the Debt Securities will, upon the issuance and sale
thereof in the manner referred to in the Registration Statement and the
Indenture, be valid, binding and enforceable obligations of Avery Dennison
Corporation.
Our opinion is subject to the following limitations, qualifications
and exceptions: (a) the effect of bankruptcy, insolvency, reorganization,
moratorium or other similar laws, or equitable principles, relating to or
limiting the rights of creditors generally; (b) the use of the term enforceable
shall not imply any opinion as to the availability of specific performance,
injunctive relief or other equitable remedies; (c) we advise you that a
California court may not strictly enforce certain covenants contained in the
Indenture or allow acceleration of the maturity of the indebtedness evidenced by
the Debt Securities if it concludes that such enforcement or acceleration would
be unreasonable under the then existing circumstances; and (d) that certain
rights, remedies and waivers contained in the Indenture or Debt Securities may
be limited or rendered ineffective by applicable California laws or judicial
decisions governing such provisions, but such laws or judicial decisions do not
render the Indenture or the Debt Securities invalid or unenforceable as a whole.
We consent to the use of this opinion as an exhibit to the
Registration Statement, and we further consent to the use of our name under the
caption "Legal Opinions" in the Prospectus which is a part thereof.
Very truly yours,
LATHAM & WATKINS
<PAGE>
EXHIBIT 12
AVERY DENNISON CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in Millions)
<TABLE>
<CAPTION>
1990
----------------------
Actual As adjusted 1991 1992 1993 1994
-------- ----------- ------- ------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Earnings:
Income before income taxes............. $15.6 $114.6 $104.8 $130.2 $132.2 $172.9
Add: Fixed charges*................... 61.9 61.9 59.8 60.0 60.4 60.0
Amortization of capitalized
interest........................ .7 .7 .8 .9 1.0 1.1
Less: Capitalized interest............. (3.3) (3.3) (5.1) (2.6) (2.3) (2.7)
----- ------ ------ ------ ------ ------
$74.9 $173.9 $160.3 $188.5 $191.3 $231.3
===== ====== ====== ====== ====== ======
*Fixed Charges
Interest expense..................... $40.0 $ 40.0 $ 37.5 $ 42.3 $ 43.2 $ 43.0
Capitalized interest................. 3.3 3.3 5.1 2.6 2.3 2.7
Amortization of debt issuance costs.. .1 .1 .2 .3 .3 .4
Interest Portion of leases........... 18.5 18.5 17.0 14.8 14.6 13.9
----- ------ ------ ------ ------ ------
$61.9 $ 61.9 $ 59.8 $ 60.0 $ 60.4 $ 60.0
===== ====== ====== ====== ====== ======
Ratio of Earnings to Fixed Charges..... 1.2 2.8 2.7 3.1 3.2 3.9
===== ====== ====== ====== ====== ======
</TABLE>
_________________
Note: During 1990, the Company incurred merger expenses and restructuring
charges of $13.8 million and $85.2 million, respectively, in connection
with the merger of Avery and Dennison. The "As adjusted" amount shown
above for 1990 has been calculated excluding the effect of these items.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)___
BANKAMERICA NATIONAL TRUST COMPANY
(Exact name of trustee as specified in its charter)
Not Applicable
(Jurisdiction of incorporation or organization if not a U.S. national bank)
95-3804037
(I.R.S. Employer Identification No.)
One World Trade Center, New York, New York 10048-1191
(Address of principal executive offices) (Zip Code)
General Counsel
Bank of America NT & SA
335 Madison Avenue, 4th Floor
New York, NY 10017
(212) 503-8297
(Name, address and telephone number of agent for services)
----------------
Avery Dennison Corporation
(Exact name obligor as specified in its
its charter)
Delaware 95-1492269
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 North Orange Grove Boulevard 91103
Pasadena, California (Zip Code)
(Address of principal executive offices)
----------------
Debt Securities
(Title of the indenture securities)
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
Comptroller of the Currency, 250 E Street,
S.W., Washington, D.C. 20219; Federal Deposit
Insurance Corporation, 550 17th Street, N.W.,
Washington, D.C. 20429; Board of Governors of The
Federal Reserve System, 20th and C Streets, N.W.,
Washington D.C. 20551
(b) Whether it is authorized to exercise corporate trust powers.
Yes
Item 2. Affiliations with Obligor
If the obligor is an affiliate of the trustee, describe each such
affiliation.
The obligor is not an affiliate of the trustee. (See Note on Page 3)
Item 16. List of Exhibits
List below are exhibits filed as a part of this statement of
eligibility and qualification.
Exhibit 1 A copy of the Articles of Association of the Trustee;
incorporated herein by reference to Exhibit 1 filed
with Form T-1 Statement, Registration No. 33-34670.
Exhibit 2 A copy of the Certificate of Authority to Commence
Business of the Trustee, incorporated herein by
reference to Exhibit 2 filed with Form T-1 Statement,
Registration No. 2-97868.
Exhibit 3 Included in Exhibit 1.
Exhibit 4 A copy of the existing by-laws of the Trustee;
incorporated herein by reference to Exhibit 4 filed
with Form T-1 Statement, Registration No. 33-34670.
Exhibit 5 A copy of each indenture referred to in Item 4 if the
obligor is in default.
Not applicable.
-2-
<PAGE>
Exhibit 6 Consents of BankAmerica National Trust Company formerly
Security Pacific National Trust Company (New York) required
by Section 321 (b) of the Trust Indenture Act of 1939;
incorporated herein by reference to Exhibit 6, filed with
Form T-1 Statement, Registration No. 2-97868.
Exhibit 7 A copy of the latest report of the Trustee published pursuant
to the laws or the requirements of its supervising or examining
authority.
Exhibit 8 A copy of any order pursuant to which the foreign trustee is
authorized to act as sole trustee under indentures qualified
or to be qualified under the Act.
Not Applicable.
Exhibit 9 Foreign trustees are required to file a consent to service of
process on Form F-X.
Not Applicable.
--------------------
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base responsive answers to Item 2 the answer to
said Item is based on incomplete information.
Item 2 may be considered correct unless amended by an amendment to this
Form T-1.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, BankAmerica National Trust Company, a national banking association
organized and existing under the laws of the United States of America, has duly
caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of New York and State of
New York, on the 3rd day of May, 1995.
BANKAMERICA NATIONAL TRUST COMPANY
By GEOVANNI BARRIS
------------------------------------------
Geovanni Barris
Assistant Vice President
-3-
<PAGE>
Exhibit 7 to Form T-1
BANKAMERICA NATIONAL TRUST COMPANY
One World Trade Center, 18th Floor
New York City, NY 10048
FDIC Certificate Number 24430
Consolidated Report of Condition for
Insured Commercial Banks for December 31, 1994
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC - BALANCE SHEET
Dollar Amounts in Thousands
- ------------------------------------------------------------------------------
Assets
1. Cash and balances due from depository institutions
(from Schedule RC-A):
a. Noninterest-bearing balances and currency
and coin [1]........................................ 850,437
b. Interest-bearing balances [2]....................... 10,200
2. Securities:
a. Held-to-maturity securities
(from Schedule RC-B, column A)...................... 2,012
b. Available-for-sale securities
(from Schedule RC-B, column D)...................... 4,729
3. Federal funds sold and securities purchases under
agreements to resell:
a. Federal funds sold..................................
b. Securities purchased under agreements to resell..... 22,394
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned
income (from Schedule RC-C).......... 186,898
b. LESS: Allowance for loan and
lease losses......................... 375
c. LESS: Allocated transfer risk
reserve..............................
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus
4.b and 4.c)........................................ 186,541
5. Assets held in trading accounts (from Schedule RC-D)..... 980
6. Premises and fixed assets (including capitalized
leases)..................................................
7. Other real estate owned..................................
8. Investments in unconsolidated subsidiaries and
associated companies.....................................
9. Customer's liability to this bank on acceptances
outstanding..............................................
10. Intangible assets (from Schedule RC-M)................... 9,294
11. Other assets (from Schedule RC-F)........................ 29,232
12. Total assets (sum of items 1 through 11)................. 1,115,819
- --------------
[1] Includes cash items in process of collection and unposted debits.
[2] Includes time certificates of deposit not held in trading accounts.
<PAGE>
SCHEDULE RC-CONTINUED
Dollar Amounts in Thousands
- --------------------------------------------------------------------------------
Liabilities
13. Deposits:
a. In domestic offices (sum of totals of columns
A and C from Schedule RC-E)............................ 891,053
(1) Noninterest-bearing [1]............................ 891,053
(2) Interest-bearing...................................
b. In foreign offices, Edge and Agreement subsidiaries,
and IBFs...............................................
(1) Noninterest-bearing................................
(2) Interest-bearing...................................
14. Federal funds purchased and securities sold under agreements
to repurchase:
a. Federal funds purchased................................
b. Securities sold under agreements to repurchase.........
15. Demand notes issued to the U.S. Treasury....................
16. Other borrowed money........................................ 14,396
17. Mortgage indebtedness and obligations under capitalized
leases......................................................
18. Bank's liability on acceptances executed and outstanding....
19. Notes and debentures subordinated to deposits...............
20. Other liabilities (from Schedule RC-G)...................... 29,709
21. Total liabilities (sum of items 13 through 20).............. 985,158
22. Limited-life preferred stock................................
EQUITY CAPITAL
23. Perpetual preferred stock...................................
24. Common Stock................................................ 500
25. Surplus..................................................... 139,063
26(a)Undivided profits and capital reserves...................... (8,904)
26(b)Net unrealized holding gains (losses) on available for
sale securities............................................. 2
27. Cumulative foreign currency translation adjustments.........
28. Total equity capital (sum of items 23 through 27)........... 130,661
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22 and 28)........................ 1,115,819
- --------------
[1] Includes total demand deposits and noninterest-bearing time and savings
deposits.
