<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
AVERY DENNISON CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
--------------
<TABLE>
<C> <S>
DELAWARE 95-1492269
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
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.
SENIOR 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
<TABLE>
<C> <S>
THOMAS W. DOBSON, ESQ. RICHARD A. BOEHMER, ESQ.
LATHAM & WATKINS O'MELVENY & MYERS LLP
633 WEST FIFTH STREET 400 SOUTH HOPE STREET
LOS ANGELES, CALIFORNIA 90071 LOS ANGELES, CALIFORNIA 90071
(213) 485-1234 (213) 669-6000
</TABLE>
--------------
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]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT* PRICE* FEE
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<S> <C> <C> <C> <C>
Debt Securities.................... $150,000,000 100%** $150,000,000 $45,455
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</TABLE>
* Estimated solely for the purpose of calculating the registration fee.
** Exclusive of accrued interest, if any.
--------------
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 NOVEMBER 19, 1996
[LOGO OF AVERY DENNISON APPEARS HERE]
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 $150,000,000, 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 , 199
<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, or may be examined without charge
at the offices of the Commission or accessed through the Commission's Internet
address at http://www.sec.gov. 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, or may be
examined without charge at the offices of the Commission or accessed through
the Commission's Internet address at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's (i) Annual Report on Form 10-K for the fiscal year ended
December 30, 1995; (ii) Quarterly Report on Form 10-Q for the quarter ended
March 30, 1996; (iii) Quarterly Report on Form 10-Q for the quarter ended June
29, 1996; (iv) Quarterly Report on Form 10-Q for the quarter ended September
28, 1996; and (v) Current Report on Form 8-K dated October 24, 1996 are
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, markers, glue sticks, fasteners, business
forms, tickets, tags and imprinting equipment.
The Company manufactures and sells these products from 200 manufacturing
facilities and sales offices located in 33 countries, and employs
approximately 15,500 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>
NINE MONTHS ENDED
---------------------------
SEPTEMBER 30, SEPTEMBER 28,
1991 1992 1993 1994 1995 1995 1996
---- ---- ---- ---- ---- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to
fixed charges.......... 2.7 3.1 3.2 3.9 4.6 4.5 5.7
</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 40% for 1991
and 35% for 1992, 1993, 1994, 1995, and for the nine months ended September
30, 1995 and September 28, 1996, respectively) on operating leases deemed
representative of interest.
3
<PAGE>
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 First Trust of New York, National Association, as
successor Trustee (the "Trustee"), each of which is incorporated by reference
as an exhibit to the Registration 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
4
<PAGE>
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 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.
5
<PAGE>
"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.
"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
6
<PAGE>
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.
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
7
<PAGE>
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
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.
8
<PAGE>
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 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
9
<PAGE>
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
First Trust of New York, National Association 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.
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.
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.
10
<PAGE>
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 LLP, unless otherwise specified in the Prospectus
Supplement.
EXPERTS
The consolidated balance sheet of the Company as of December 30, 1995 and
December 31, 1994, and the related consolidated statements of income,
shareholders' equity, and cash flows for each of the three years in the period
ended December 30, 1995, 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.
11
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 PRO-
SPECTUS 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. THIS PROSPECTUS SUPPLEMENT, ANY PRIC-
ING 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 ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT, ANY PRICING SUPPLEMENT AND THE PRO-
SPECTUS NOR ANY SALE MADE HEREUNDER AND THEREUNDER SHALL UNDER ANY CIRCUM-
STANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF
THE COMPANY SINCE THE DATE HEREOF OR THEREOF.
---------------
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............................................. 4
Plan of Distribution....................................................... 10
Legal Opinions............................................................. 11
Experts.................................................................... 11
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
$150,000,000
LOGO
[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...................... $ 45,455
Printing and engraving fees and expenses........................... 10,000
Trustee fees and expenses.......................................... 5,000
Legal fees and expenses............................................ 55,000
Accounting fees and expenses....................................... 38,000
Rating agency fees................................................. 60,000
"Blue Sky" fees and expenses, including legal fees................. 8,000
Miscellaneous other expenses....................................... 3,545
--------
Total............................................................ $225,000
========
</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>
<C> <S>
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 30, 1995 and the nine months ended September
28, 1996 and September 30, 1995.
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 November 19,
1996.
AVERY DENNISON CORPORATION
By /s/ 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.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ Charles D. Miller Chairman and Chief Executive November 19, 1996
____________________________________ Officer; Director
Charles D. Miller
/s/ Philip M. Neal President and Chief Operating November 19, 1996
____________________________________ Officer; Director
Philip M. Neal
/s/ R. Gregory Jenkins Senior Vice President, Finance November 19, 1996
____________________________________ and Chief Financial Officer
R. Gregory Jenkins (Principal Financial Officer)
/s/ Thomas E. Miller Vice President and Controller November 19, 1996
____________________________________ (Principal Accounting Officer)
Thomas E. Miller
/s/ Dwight L. Allison, Jr. Director November 19, 1996
____________________________________
Dwight L. Allison, Jr.
/s/ John C. Argue Director November 19, 1996
____________________________________
John C. Argue
/s/ Joan T. Bok Director November 19, 1996
____________________________________
Joan T. Bok
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ Frank V. Cahouet Director November 19, 1996
____________________________________
Frank V. Cahouet
/s/ Richard M. Ferry Director November 19, 1996
____________________________________
Richard M. Ferry
/s/ Peter W. Mullin Director November 19, 1996
____________________________________
Peter W. Mullin
/s/ Sidney R. Petersen Director November 19, 1996
____________________________________
Sidney R. Petersen
/s/ John B. Slaughter Director November 19, 1996
____________________________________
John B. Slaughter
</TABLE>
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 30, 1996,
appearing on page 53 of the Avery Dennison 1995 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 30, 1995, on our audits of
the consolidated financial statements of Avery Dennison Corporation; and of
our report dated January 30, 1996, appearing in the Annual Report on Form 10-K
of Avery Dennison Corporation for the year ended December 30, 1995, 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
November 19, 1996
II-5
<PAGE>
EXHIBIT 5
November 19, 1996
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103
Re: $150,000,000 Aggregate Principal
Amount of Debt Securities of
Avery Dennison Corporation
--------------------------------
Ladies and Gentlemen:
We have acted as your counsel in connection with the issuance and sale
from time to time of up to $150,000,000 aggregate principal amount of debt
securities (the "Securities") pursuant to that certain Indenture, dated as of
March 15, 1991, between Avery Dennison Corporation (the "Company") and Security
Pacific National Bank, as Trustee, as amended by that certain First Supplemental
Indenture, dated as of March 16, 1993, between the Company and BankAmerica
National Trust Company, which was acquired by First Trust of New York, National
Association, as successor trustee (the "Trustee") (collectively, the
"Indenture"). The Securities are to be registered on the Registration Statement
on Form S-3 (the "Registration Statement"), filed by the Company on November 19,
1996, under the Securities Act of 1933, as amended (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 authorization, issuance and
sale of the Securities. We have examined the Registration Statement and the
Indenture under which the Securities are to be issued.
Based on the foregoing, and in reliance thereon, and subject to the
assumptions, qualifications and limitations set forth herein, it is our opinion
that the Securities have been duly authorized by all necessary corporate action
on the part of the
<PAGE>
Avery Dennison Corporation
November 19, 1996
Page 2
Company and when the final terms of a particular Security and of its issuance
and sale have been duly established in conformity with the Indenture, and when
such Security has been duly executed, authenticated, issued and delivered by the
Company, and paid for as contemplated, such Security will be a valid, binding
and enforceable obligation of the Company entitled to the benefits provided by
the Indenture.
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 Securities if it concludes that such enforcement or acceleration would be
unreasonable under the then existing circumstances; (d) certain rights, remedies
and waivers contained in the Indenture or 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 Securities invalid or unenforceable as a whole; and (e) applicable
California laws or judicial decisions may require that a judgment for money
damages rendered in the United States be expressed in United States dollars.
We consent to the incorporation by reference of this opinion in the
Registration Statement.
Very truly yours,
LATHAM & WATKINS
<PAGE>
EXHIBIT 12
AVERY DENNISON CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in Millions)
<TABLE>
<CAPTION>
Nine Months
Fiscal Year Ended
-------------------------------------- ---------------
1991 1992 1993 1994 1995 1995 1996
------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings:
Income before taxes......................... $104.8 $130.2 $132.2 $172.9 $224.7 $198.0 $165.7
Add: Fixed charges*......................... 59.8 60.0 60.4 60.0 62.1 42.3 46.9
Amortization of capitalized interest .8 .9 1.0 1.1 1.2 1.4 1.2
Less: Capitalized interest.................. (5.1) (2.6) (2.3) (2.7) (3.2) (2.6) (2.4)
------ ------ ------ ------ ------ ------ ------
$160.3 $188.5 $191.3 $231.3 $284.8 $239.1 $211.4
====== ====== ====== ====== ====== ====== ======
*Fixed Charges
Interest expense............................ $ 37.5 $ 42.3 $ 43.2 $ 43.0 $ 44.3 $ 28.4 $ 33.7
Capitalized interest........................ 5.1 2.6 2.3 2.7 3.2 2.6 2.4
Amortization of debt issuance costs......... .2 .3 .3 .4 .8 .4 .5
Interest portion of leases.................. 17.0 14.8 14.6 13.9 13.8 10.9 10.3
------ ------ ------ ------ ------ ------ ------
$ 59.8 $ 60.0 $ 60.4 $ 60.0 $ 62.1 $ 42.3 $ 46.9
====== ====== ====== ====== ====== ====== ======
Ratio of Earnings to Fixed Charges.......... 2.7 3.1 3.2 3.9 4.6 5.7 4.5
====== ====== ====== ====== ====== ====== ======
</TABLE>
<PAGE>
Exhibit 25
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)_____
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
13-3781471
(I.R.S. Employer Identification No.)
100 Wall Street, New York, NY 10005
(Address of principal executive offices) (Zip Code)
---------------------------
FOR INFORMATION, CONTACT:
Dennis Calabrese, President
First Trust of New York, National Association
100 Wall Street, 16th Floor
New York, NY 10005
(212) 361-2502
--------------------------
AVERY DENNISON CORPORATION
(Exact name obligor 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 91103
Pasadena, California (Zip Code)
(Address of principal executive offices)
---------------------------------------
Debt Securities
(Title of the indenture securities)
<PAGE>
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.
Name Address
---- -------
Comptroller of the Currency Washington D.C.
(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.
None
Item 16. LIST OF EXHIBITS
Exhibit 1 Articles of Association of First Trust of New York, National
Association, incorporated herein by reference to Exhibit 1 of Form
T-1, Registration No. 33-8377 4.
Exhibit 2 Certificate of Authority to Commence Business for First Trust of
New York, National Association, incorporated herein by reference to
Exhibit 2 of Form T-1, Registration No. 33-83774.
Exhibit 3 Authorization of the Trustee to exercise corporate trust powers for
First Trust of New York, National Association, incorporated herein
by reference to Exhibit 3 of Form T-1, Registration No. 33-83774.
Exhibit 4 By-Laws of First Trust of New York, National Association,
Incorporated herein by reference to Exhibit 4 of Form T-1,
Registration No. 33-55851.
Exhibit 5 Not applicable.
Exhibit 6 Consent of First Trust of New York, National Association, required
by Section 321(b) of the Act, incorporated herein by reference to
Exhibit 6 of Form T-1, Registration No. 33-83774.
Exhibit 7 Report of Condition of First Trust of New York, National
Association, as of the close of business on September 30, 1996,
published pursuant to law or the requirements of its supervising or
examining authority.
-2-
<PAGE>
Exhibit 8 Not applicable.
Exhibit 9 Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, First Trust of New York, National Association, 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 19th day of November, 1996.
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION
By: /s/ Geovanni Barris
---------------------------
Geovanni Barris
Assistant Vice President
-3-
<PAGE>
Exhibit 7
---------
FIRST TRUST OF NEW YORK, N.A.
STATEMENT OF FINANCIAL CONDITION
AS OF 9/30/96
($000'S)
<TABLE>
<CAPTION>
<S> <C>
ASSETS 9/30/96
--------
Cash and Due From Depository Institutions $ 31,930
Federal Reserve Stock 3,658
Fixed Assets 738
Intangible Assets 81,749
Other Assets 5,710
--------
TOTAL ASSETS $123,785
========
LIABILITIES
Other Liabilities 6,826
--------
TOTAL LIABILITIES 6,826
EQUITY
Common and Preferred Stock 1,000
Surplus 120,932
Undivided Profits (4,973)
--------
TOTAL LIABILITIES AND EQUITY CAPITAL $123,785
========
=========================================================
</TABLE>
To the best of the undersigned's determination, as of this date the above
financial information is true and correct.
First Trust of New York, N.A.
By: /s/ Geovanni Barris
------------------------------------
Geovanni Barris
Assistant Vice President
Date: November 19, 1996
