Pricing Supplement No. 11 Filing under Rule 424(b)(3)
Dated September 13, 2000 Registration File No. 333-16375
(To Prospectus dated December 13, 1996 and
Prospectus Supplement dated December 16, 1996)
AVERY DENNISON CORPORATION
Medium-Term Notes, Series D
Due from 9 Months to 30 Years from Date of Issue
The Medium-Term Note(s) due from 9 months to 30 years
from the date of issue offered concurrently herewith will have
a: ____ fixed rate of interest, _X_ floating rate of interest;
and will be issued initially as: _X_ a Global Note, _____
Certificated Notes.
<TABLE>
<S> <C>
Principal amount: $40,000,000 Interest rate basis (if floating rate):
Interest Rate (if fixed rate): N/A _____ Commercial Paper Rate
Stated Maturity: September 18,2001 _____ Prime Rate
Specified Currency: U.S. Dollars __X__ LIBOR (Telerate)
Authorized Denominations _____ Treasury Rate
(if Specified Currency _____ CD Rate
is not U.S. dollars): N/A _____ Federal Funds Rate
Exchange Rate Agent _____ Other:
(if Specified Currency Calculation Agent: US Bank Trust, N.A.
is not U.S. dollars): N/A Index Maturity: Three months
Issue price (as a percentage of Spread: See Addendum
principal amount): 100% Spread Multiplier: N/A
Selling Agent's commission (%): .40% Maximum Interest Rate: N/A
Purchasing Agent's discount Minimum Interest Rate: N/A
or commission (%): N/A Initial Interest Rate: 6.66%
Net proceeds to the Company (%): 99.6% Interest Payment Period: N/A
Settlement date (original Interest Rate Reset Period: Quarterly
issue date): September 18, 2000 Interest Reset Date(s): 18th day of
Redemption Commencement March, June, September and December of
Date (if any): September 18, 2002 and each year, commencing December 18, 2000
annually on September 18 thereafter Interest Determination Date(s): A/S
Repayment Commencement Calculation Date(s): A/S
Date (if any): N/A Interest Payment Date(s): 18th day of
Depositary March, June, September and December,
(if Global Note): commencing December 18, 2000
Depository Trust Company Regular Record Date(s): A/S
Sinking Fund (if any): N/A
</TABLE>
Redemption prices (if any): The Redemption Price shall
be 100% of the principal amount of such Note(s) to be
redeemed.
Repayment prices (if any): The Repayment Price shall
initially be ___% of the principal amount of such Note(s) to
be repaid and shall decline (but not below par) on each
anniversary of the Repayment Commencement Date by ___% of
the principal amount until the Repayment Price is 100% of
such principal amount.
If such Note(s) is (are) denominated in other than U.S.
dollars, the applicable Foreign Currency Supplement is attached
hereto.
Additional terms: See Addendum
As of the date of this Pricing Supplement, the aggregate
principal amount (or its equivalent in the Specified Currency)
of the Securities (as defined in the Prospectus) which have
been sold (including the Note(s) to which this Pricing
Supplement relates) is $150,000,000.
"N/A" as used herein means "Not Applicable". "A/S" as
used herein means "As stated in the Prospectus Supplement
referred to above".
GOLDMAN, SACHS & CO.
ADDENDUM
Additional Terms
The holder shall have the right as of the Stated
Maturity (the "Exchange Date" as to the Notes), to exchange
any principal amount of $100,000 (or an integral multiple
thereof) of the Notes for a like principal amount of a
tranche of the Issuer's Medium-Term Notes, Series D having
the same terms as the Notes, except that the new tranche of
Notes shall have the Original Issue Date, Spread and Stated
Maturity specified below ("Exchange Notes"). Exchange Notes
(and any further Exchange Notes for which Exchange Notes may
successively be exchanged) will, except as provided below,
include a similar provision giving the holder thereof the
right, as of the Stated Maturity (the "Exchange Date" as to
such Exchange Notes), to exchange any principal amount of
$100,000 (or an integral multiple thereof) of such Exchange
Notes (such Exchange Notes being for these purposes
sometimes referred to herein as "Prior Notes") for a like
principal amount of a further tranche of Exchange Notes with
the same terms as the Prior Notes, except that such Exchange
Notes will have the Original Issue Date, Spread and Stated
Maturity specified below.
Each tranche of the Exchange Notes shall have a
Stated Maturity which falls on the first anniversary of the
Original Issue Date of the Exchange Notes; provided,
however, that any Exchange Notes issued in September 2005
shall not have any provision for the exchange thereof or any
further tranche of Exchange Notes and shall have a Maturity
Date of September 18, 2006.
The Original Issue Date of any tranche of Exchange
Notes will be the Exchange Date for the Notes or the related
Prior Notes.
There will be no Spread for the Notes. The Spread
will be plus 0.05% for Exchange Notes issued in September
2001, plus 0.10% for Exchange Notes issued in September 2002
and plus 0.15% for Exchange Notes issued in September 2003
and thereafter.
The holder may exchange Notes and any Exchange
Notes, as to a principal amount of $100,000 or an integral
multiple thereof, by providing instructions and irrevocably
transferring such Notes or Exchange Notes through The
Depository Trust Company ("DTC") for exchange for a like
amount of the tranche of Exchange Notes for which the same
are then exchangeable, no later than two Business Days prior
to the Stated Maturity of the Notes or Exchange Notes being
exchanged. If the holder shall fail to provide instructions
to exchange Notes or Exchange Notes as to any principal
amount, as herein above provided, prior to the close of
business in New York City on the second Business Day prior
to the Stated Maturity of the Notes or Exchange Notes being
exchanged, the right of the holder to exchange the Notes or
Exchange Notes, as the case may be, shall automatically
terminate, and the Notes or Exchange Notes, as to such
principal amount, will mature on the Stated Maturity.
The Notes to which this Pricing Supplement relates
are (and any Exchange Notes for which they may be exchanged
will be) Global Notes, as described under "Description of
Notes-Book-Entry System" in the Prospectus Supplement, and
DTC will be the depository for the Notes and any Exchange
Notes. As a result, DTC or its nominee will be the sole
holder of the Notes and any Exchange Notes. DTC will accept
instructions to exchange Notes or Exchange Notes only from
Direct Participants shown on its books and records as the
owner of such Notes or Exchange Notes. Instructions by
Indirect Participants or Beneficial Owners of Notes held
directly or indirectly through Direct Participants to
exchange Notes or Exchange Notes may be transmitted to
DTC only by Direct Participants. In order to ensure that
a Direct Participant will timely exercise a right to
exchange a particular Note or Exchange Note, the
Indirect Participant or Beneficial Owner of such Note must
instruct the Direct Participant or Indirect Participant
through which it holds an interest in such Note to exercise
such right. Firms may have different cut-off times for
accepting instructions from their customers and,
accordingly, each Indirect Participant or Beneficial Owner
should consult the Direct Participant or Indirect
Participant through which it holds an interest in a Note in
order to ascertain the cut-off time by which such an
instruction must be given in order for timely instructions
to be delivered to DTC. None of the Issuer, the Trustee or
any agent of either of them will have any liability to the
holder or to any Direct Participant, Indirect Participant or
Beneficial Owner for any delay in exercising the option to
exchange a Note or Exchange Note.
The Issuer makes no recommendation as to whether a
holder should exchange the Notes for Exchange Notes.
Holders are urged to consult their own advisers as to the
desirability of exercising their right to exchange the
Notes.
Certain United States Federal Income Tax Consequences
The following is a summary of certain United States
federal income tax consequences relevant to the ownership of
the Notes as of the date hereof. This summary supplements
the discussion set forth in the Prospectus Supplement under
the heading "Certain United States Federal Income Tax
Consequences-U.S. Holders."
In general, for the reasons set out below, a United
States holder of a Note should include stated interest in
income as it is paid or accrued, in accordance with the
holder's method of tax accounting. In addition, a U.S.
Holder of a Note should not recognize gain or loss prior to
the redemption or disposition of the Notes. However, the
matter is not free from doubt. U.S. Holders of the Notes
should therefore consult their own tax advisors regarding
the tax treatment of the Notes.
The United States federal income tax treatment of the
Notes depends upon the application and possible interplay of
separate provisions of the Treasury Regulations. The likely
result is that the OID Regulations determine the tax
consequences of the ownership of the Notes without interplay
of Treasury Regulations dealing with deemed exchanges of
debt instruments. Under the OID Regulations, a holder of a
debt instrument (an "Exchangeable Note") with a maturity
date that may be extended at the option of the holder will
determine the yield and the maturity of the debt instrument
depending upon whether the option to extend is treated as
exercised. The option to extend shall be treated as
exercised if the resulting yield on the Exchangeable Note
would be greater than it would be if the option to extend
were not exercised. Accordingly, under the OID Regulations,
the Notes would be treated as having a term of six years.
In addition, under the OID Regulations, the interest rate
formulas on the Notes together should qualify as a single
qualified floating rate because the values of all the interest
rates on the issue date will be within 0.25 percentage points
of each other. As a result, under this approach, all stated
interest should be treated as qualified stated interest and
taxable to a U.S. Holder of a Note when accrued or received
in accordance with the holder's method of tax accounting.
The manner in which premium and market discount would be
calculated on the Notes (see the discussion set forth in the
Prospectus Supplement under the heading "Certain United
States Federal Income Tax Consequences - U.S. Holders - Market
Discount and - Premium") for subsequent purchasers of the
Notes is uncertain.
Other characterizations are also possible.
For example, the Notes could be treated as a
series of one-year Notes. Accordingly,
prospective investors should consult their own
tax advisors regarding the possible treatment of
the Notes as series of one-year Notes and the
possibility of gain recognition upon exercise of
the exchange option or the possible inconsistent
application of the OID Regulations and the
deemed exchange rules.
