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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 7, 1997
REGISTRATION NO. 333-3808
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CYTEC INDUSTRIES INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 22-3268660
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
FIVE GARRET MOUNTAIN PLAZA WEST PATERSON, NJ 07424 (201) 357-3100
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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EDWARD F. JACKMAN, ESQ. VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY CYTEC
INDUSTRIES INC. FIVE GARRET MOUNTAIN PLAZA WEST PATERSON, NJ 07424 (201) 357-
3100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
JOHN T. GAFFNEY, ESQ. CRAVATH, SWAINE & MOORE WORLDWIDE PLAZA 825 EIGHTH
AVENUE NEW YORK, NY 10019 (212) 474-1000
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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.
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. [_]
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PROSPECTUS
LOGO
CYTEC INDUSTRIES INC.
$300,000,000
DEBT SECURITIES
Cytec Industries Inc., a Delaware corporation ("Cytec"), may offer from time
to time, in one or more series, up to $300,000,000 aggregate principal amount
of unsecured and unsubordinated debt securities (the "Debt Securities") that
will rank pari passu with Cytec's other outstanding unsecured and
unsubordinated indebtedness. When a particular series of Debt Securities is
offered, a supplement to this Prospectus (the "Prospectus Supplement") will be
delivered with this Prospectus. The Prospectus Supplement will set forth the
specific terms of the Debt Securities, including the designation and principal
amount offered; the rate (or method of calculation) and time of payment of
interest, if any; the authorized denominations; the maturity or maturities;
the terms for a sinking, purchase or analogous fund, if any; the terms for
redemption or early repayment, if any; the currency or currencies or currency
unit or currency units in which principal, premium, if any, or interest, if
any, is payable; the purchase price and other terms of the offering; and any
listing on a securities exchange.
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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.
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The Debt Securities may be sold (i) through underwriting syndicates
represented by managing underwriters or through one or more underwriters
without a syndicate; (ii) through agents or dealers designated from time to
time; or (iii) directly by Cytec. See "Plan of Distribution". The names of any
such underwriters, agents or dealers involved in the sale of the Debt
Securities in respect of which this Prospectus is being delivered and any
applicable commissions or discounts will be set forth in the Prospectus
Supplement. The net proceeds to Cytec from such sale will also be set forth in
the Prospectus Supplement.
This Prospectus may not be used to consummate any sale of Debt Securities
unless accompanied by a Prospectus Supplement.
THE DATE OF THIS PROSPECTUS IS APRIL 8, 1997.
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AVAILABLE INFORMATION
Cytec 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 materials and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
materials and other information concerning Cytec and the Registration
Statement (as defined below) can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 (Room 1024) or at its Regional Offices located at 500
West Madison Street, Chicago, Illinois 60661 (Suite 1400) and 7 World Trade
Center, New York, New York 10048 (13th Floor). Copies of such materials can be
obtained by mail from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington D.C. 20549 at prescribed rates. In addition,
reports, proxy materials and other information concerning Cytec may also be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005, on which the Company's common stock is
listed.
Cytec has filed with the Commission a registration statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Debt Securities offered hereby. This
Prospectus does not contain all the information set forth in the Registration
Statement, certain parts of which have been omitted in accordance with the
rules and regulations of the Commission. For further information with respect
to Cytec and the Debt Securities, reference is made to the Registration
Statement, including the exhibits filed as a part thereof and otherwise
incorporated therein. Statements made in this Prospectus as to the contents of
any contract, agreement or other document referred to are necessarily
summaries of such contract, agreement or other document. With respect to each
such contract, agreement or other document filed as an exhibit to the
Registration Statement, reference is made to such exhibit for a more complete
description of the matter involved and each such statement is qualified in its
entirety by such reference. Copies of the Registration Statement and the
exhibits thereto may be inspected, without charge, at the offices of the
Commission, or obtained at prescribed rates from the Public Reference Section
of the Commission at the address set forth above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Cytec hereby incorporates by reference into the Registration Statement, of
which this Prospectus is a part, Cytec's Annual Report on Form 10-K for the
year ended December 31, 1996 previously filed with the Commission pursuant to
the Exchange Act which shall be deemed to be part hereof.
In addition, all reports and other documents filed by Cytec 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 any Debt
Securities shall be deemed to be incorporated by reference in, and to be a
part of, this Prospectus from the date of filing of such reports and
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
herein, in any Prospectus Supplement or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
Cytec hereby undertakes to provide without charge to each person, including
any beneficial owner, to whom a copy of this Prospectus has been delivered,
upon the written or oral request of such person, a copy (without exhibits
other than exhibits specifically incorporated by reference) of any or all
documents incorporated by reference into this Prospectus. Requests for such
copies should be directed to Cytec Industries Inc., Investor Relations, Five
Garret Mountain Plaza, West Paterson, New Jersey 07424, telephone number (201)
357-3100.
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THE COMPANY
Unless indicated otherwise, the term "Company", with respect to periods
beginning on or after December 17, 1993, the effective date of the transfer of
substantially all of the assets and liabilities of the chemicals business of
American Cyanamid Company ("Cyanamid") to the Company (the "Spin-off"), refers
collectively to Cytec and its subsidiaries, and with respect to periods prior
to the Spin-off, the term refers to the chemicals business of Cyanamid.
Cyanamid was acquired by American Home Products Corporation in November 1994.
The Company is a vertically integrated industrial chemicals company which
focuses on value-added specialty products. The Company's products serve a
broad group of end users, including the water treatment, paper, mining,
coatings, plastics, aerospace and automotive industries. The Company's primary
strategic focus is on value-added specialty chemicals and specialty materials,
a significant portion of which utilize building block chemicals manufactured
by the Company.
The Company develops, manufactures and markets products in three general
product categories: specialty chemicals, specialty materials and building
block chemicals. Specialty chemicals include water treating, paper and mining
chemicals, coatings and resin products and polymer additives. Specialty
materials include aerospace adhesives and advanced composites. Building block
chemicals include acrylonitrile, acrylamide, melamine and methanol. The
Company has manufacturing facilities in six countries and sells its products
worldwide.
Cytec was incorporated under the laws of Delaware in 1993. Cytec's executive
offices are located at Five Garret Mountain Plaza, West Paterson, New Jersey
07424, telephone number (201) 357-3100.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for the Company is set forth below
for the periods indicated.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
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1996 1995 1994 1993 1992
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<S> <C> <C> <C> <C>
13.4 19.3 15.2 --(1) 4.3
</TABLE>
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(1) Earnings were insufficient to cover fixed charges for the year ended
December 31, 1993 by $154.4 million.
For purposes of computing the ratio of earnings to fixed charges (a)
earnings consist of earnings (loss) before income tax (benefit) expense and
cumulative effect of accounting changes plus the Company's share of pre-tax
equity in earnings of associated companies plus fixed charges less capitalized
interest and (b) fixed charges consist of interest on long-term debt plus the
portion of rentals representative of an interest factor plus the Company's
share of such charges of associated companies.
USE OF PROCEEDS
Unless otherwise set forth in the applicable Prospectus Supplement, the net
proceeds from the sale of the Debt Securities will be used for general
corporate purposes, which may include acquisitions, repayment of indebtedness
and other liabilities, share repurchases, additions to working capital and
capital expenditures.
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DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and provisions of
the Debt Securities to which any Prospectus Supplement may relate. The
particular terms of the Debt Securities offered by any Prospectus Supplement
and the extent, if any, to which such general provisions may apply to the Debt
Securities so offered will be described in the Prospectus Supplement relating
to such Debt Securities. Accordingly, for a description of the terms of a
particular issue of Debt Securities, reference must be made to both the
Prospectus Supplement relating thereto and to the following description.
The Debt Securities will be issued under an Indenture (the "Indenture"),
between the Company and PNC Bank, National Association, as Trustee (the
"Trustee"). A copy of the form of the Indenture has been filed as an exhibit
to the Registration Statement of which this Prospectus is a part. The
following discussion of certain provisions of the Indenture is a summary only
and does not purport to be a complete description of the terms and provisions
of the Indenture. Accordingly, the following discussion is qualified in its
entirety by reference to the provisions of the Indenture, including the
definitions therein of capitalized terms used below and not defined in this
Prospectus.
GENERAL
The Debt Securities may be issued in one or more series as may be authorized
from time to time by the Company. Reference is made to the applicable
Prospectus Supplement for a description of the following terms of the Debt
Securities of the series with respect to which such Prospectus Supplement is
being delivered: (a) the title of the Debt Securities of the series; (b) any
limit on the aggregate principal amount of the Debt Securities of the series
that may be authenticated and delivered under the Indenture; (c) the date or
dates on which the principal and premium, if any, with respect to the Debt
Securities of the series are payable; (d) the rate or rates (which may be
fixed or variable) at which the Debt Securities of the series will bear
interest, if any, or the method of determining such rate or rates, the date or
dates from which such interest will accrue, the interest payment dates on
which such interest will be payable, or the method by which such dates will be
determined, the record dates for the determination of holders thereof to whom
such interest is payable, the person to whom any interest on any Debt Security
of the series will be payable, if other than the person in whose name such
Debt Security (or one or more predecessor Debt Securities) is registered at
the close of business on the record date for such interest, and the basis upon
which interest will be calculated if other than that of a 360-day year of
twelve 30-day months; (e) the place or places, if any, in addition to or
instead of the corporate trust office of the Trustee, where the principal,
premium, if any, and interest, if any, with respect to the Debt Securities of
the series will be payable and where the Debt Securities of the series may be
surrendered for registration of transfer or exchange; (f) the price or prices
at which, the period or periods within which and the terms and conditions upon
which the Debt Securities of the series may be redeemed, in whole or in part,
at the option of the Company or otherwise; (g) the obligation, if any, of the
Company to redeem, purchase or repay the Debt Securities of the series
pursuant to any sinking fund or analogous provisions or at the option of a
holder thereof and the price or prices at which and the period or periods
within which and the terms and conditions upon which the Debt Securities of
the series will be redeemed, purchased or repaid, in whole or in part,
pursuant to such obligations; (h) if other than denominations of $1,000 or any
integral multiple thereof, the denominations in which the Debt Securities of
the series will be issuable; (i) if the amount of principal, premium, if any,
or interest, if any, with respect to the Debt Securities of the series may be
determined with reference to an index or pursuant to a formula, the manner in
which such amounts will be determined; (j) if the principal amount payable at
the stated maturity of the Debt Securities of the series will not be
determinable as of any one or more dates prior to such stated maturity, the
amount that will be deemed to be such principal amount as of any such date for
any purpose, including the principal amount thereof that will be due and
payable upon any maturity other than the stated maturity or that will be
deemed to be outstanding as of any such date (or, in any such case, the manner
in which such deemed principal amount is to be determined); (k) any changes or
additions to the provisions of the Indenture dealing with defeasance,
including the addition of additional covenants that may be subject to the
Company's covenant defeasance option; (l) if other than such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts, the coin or currency or currencies or
unit or units of two or more
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currencies in which payment of the principal, premium, if any, and interest,
if any, with respect to the Debt Securities of the series will be payable, and
the manner of determining the equivalent thereof in the currency of the United
States of America; (m) if the principal, premium, if any, and interest, if
any, with respect to the Debt Securities of the series are to be payable, at
the election of the Company or a holder therof, in coin or currency or
currencies or unit or units of two or more currencies, other than that or
those in which the Debt Securities are stated to be payable, the coin or
currency or currencies or unit or units of two or more currencies in which
payment of the principal, premium, if any, and interest, if any, with respect
to the Debt Securities of such series as to which such election is made will
be payable, and the periods within which and the terms and conditions upon
which such election may be made; (n) if other than the principal amount
thereof, the portion of the principal amount of the Debt Securities of the
series that will be payable upon declaration of acceleration of the maturity
thereof or provable in bankruptcy; (o) the terms, if any, of the transfer,
mortgage, pledge or assignment as security for the Debt Securities of the
series of any properties, assets, monies, proceeds, securities or other
collateral, including whether certain provisions of the Trust Indenture Act of
1939, as amended, are applicable and whether any corresponding changes will be
made to provisions of the Indenture as then in effect; (p) any addition to or
change in the Events of Default with respect to the Debt Securities of the
series and any change in the right of the Trustee or the holders to declare
the principal, premium, if any, and interest, if any, with respect to such
Debt Securities due and payable; (q) if the Debt Securities of the series will
be issued in whole or in part in the form of a Global Security, the terms and
conditions, if any, upon which such Global Security may be exchanged in whole
or in part for other individual Debt Securities in definitive registered form
if other than as provided for in the Indenture, the depositary for such Global
Security and the form of any legend or legends to be borne by any such Global
Security in addition to or in lieu of the legend referred to in the Indenture;
(r) the Trustee and any authenticating or paying agents, transfer agents or
registrars; (s) the applicability of, and any addition to or change in, the
covenants and definitions then set forth in the Indenture or in the terms then
set forth in the Indenture relating to permitted consolidations, mergers or
sales of assets; (t) the terms, if any, of any guarantee of the payment of
principal, premium, if any, and interest, if any, with respect to the Debt
Securities of the series and any corresponding changes to the provisions of
the Indenture as then in effect; (u) with regard to the Debt Securities of the
series that do not bear interest, the dates for delivery of lists of holders
to the Trustee; and (v) any other terms of the Debt Securities of the series
(which terms are not expressly prohibited by the provisions of the Indenture).
The Prospectus Supplement will also describe any material United States
Federal income tax consequences or other special considerations applicable to
the series of Debt Securities to which such Prospectus Supplement relates,
including those applicable to (a) Debt Securities with respect to which
payments of principal, premium or interest are determined with reference to an
index or formula (including changes in prices of particular securities,
currencies or commodities), (b) Debt Securities with respect to which
principal, premium or interest is payable in a foreign or composite currency,
(c) Debt Securities that are issued at a discount below their stated principal
amount, bearing no interest or interest at a rate that at the time of issuance
is below market rates and (d) variable rate Debt Securities that are
exchangeable for fixed rate Debt Securities.
RANKING
The Debt Securities will be unsecured and unsubordinated obligations of the
Company and will rank pari passu with the Company's other outstanding
unsecured and unsubordinated indebtedness.
CERTAIN COVENANTS
Set forth below are certain covenants contained in the Indenture:
Limitation on Liens
The Indenture provides that the Company will not, and will not permit any
Restricted Subsidiary to, incur, issue, assume or guarantee any Debt secured
by a Lien on any Principal Property of the Company or any Restricted
Subsidiary, or on any shares of stock of any Restricted Subsidiary, without
effectively providing that the Debt Securities (together with, if the Company
will so determine, any other Debt of the Company or such
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Restricted Subsidiary then existing or thereafter created which is not
subordinate to the Debt Securities) will be secured equally and ratably with
(or prior to) such secured Debt, so long as such secured Debt will be so
secured; provided, however, that this covenant will not apply to Debt
convertible into shares of Capital Stock of a Restricted Subsidiary (to the
extent that such Debt is secured by such Capital Stock) or Debt secured by:
(1) Liens on property or shares of stock existing as of the date of the
Indenture; (2) Liens securing only the Debt Securities; (3) Liens on property
of, or on any shares of stock of any person, which Liens are existing at the
time (i) such property becomes a Principal Property or (ii) (A) such person
becomes a Restricted Subsidiary, (B) such person is merged into or
consolidated with the Company or any subsidiary of the Company or (C) another
subsidiary of the Company merges into or consolidates with such person (in a
transaction in which such person becomes a Restricted Subsidiary) and which
Liens were not incurred in anticipation of such transaction and were
outstanding prior to such transaction; (4) Liens in favor of the Company or
any Restricted Subsidiary; (5) Liens in favor of any governmental body to
secure progress, advance or other payments pursuant to any contract or
provision of any statute; (6) Liens on property or shares of stock existing at
the time of acquisition thereof (including acquisition through merger or
consolidation); (7) Liens on property or shares of stock to secure the payment
of all or any part of the purchase price or construction cost thereof, or to
secure any Debt incurred prior to, at the time of or within 180 days after the
acquisition of such property or shares of stock, the completion of any such
construction or the commencement of full operation, for the purpose of
financing all or any part of the purchase price or construction cost thereof,
provided that such Liens will be limited to all or a part of such property or
shares of stock (plus improvements on such property); (8) any extension,
renewal or replacement (or successive extensions, renewals or replacements),
as a whole or in part, of any Lien referred to in the foregoing clauses (1) to
(7), inclusive, provided that such extension, renewal or replacement Lien will
be limited to all or a part of the same property or shares of stock that
secured the Lien extended, renewed or replaced (plus improvements on such
property); and (9) Liens securing Debt the aggregate principal amount of which
Debt, when added to (A) the aggregate amount of all Attributable Debt of the
Company and its Restricted Subsidiaries in respect of Sale/Leaseback
Transactions existing at such time which would not otherwise be permitted
under the covenant described under "--Limitation on Sale/Leaseback
Transactions" below but for the second paragraph thereof and (B) the aggregate
outstanding principal amount of all other Debt of the Company and its
Restricted Subsidiaries secured by Liens on any Principal Property or on any
shares of stock of any Restricted Subsidiary which Debt would not otherwise be
permitted under this covenant but for this clause (9), does not exceed 10% of
Consolidated Net Tangible Assets.
Limitation on Sale/Leaseback Transactions
The Indenture provides that the Company will not, and will not permit any
Restricted Subsidiary to, enter into a Sale/Leaseback Transaction with respect
to any Principal Property unless: (1) the lease has a term of three years or
less; (2) the lease is between the Company and a Restricted Subsidiary or
between Restricted Subsidiaries; (3) the Company or a Restricted Subsidiary
under any of clauses (1) through (8) of the covenant described under "--
Limitation on Liens" above could create a Lien on the property to secure Debt
at least equal in amount to the Attributable Debt for the lease; or (4) the
Company or a Restricted Subsidiary within 180 days of the effective date of
the lease retires Long-Term Debt of the Company (other than Debt subordinate
to the Debt Securities) or a Restricted Subsidiary at least equal in amount to
the Attributable Debt for the lease. A Debt is retired when it is paid,
cancelled or defeased.
Notwithstanding the provisions of the foregoing paragraph, the Company or
any Restricted Subsidiary may enter into any Sale/Leaseback Transaction (which
would otherwise be subject to the foregoing restrictions) if the amount of the
Attributable Debt of the Company and its Restricted Subsidiaries in respect of
such Sale/Leaseback Transaction, when added to (i) the aggregate outstanding
principal amount of all Debt of the Company and its Restricted Subsidiaries
secured by Liens on Principal Property or on any shares of stock of any
Restricted Subsidiary which Debt would not otherwise be permitted under the
covenant described under "--Limitation on Liens" above but for clause (9)
thereof and (ii) the aggregate amount of all other Attributable Debt in
respect of Sale/Leaseback Transactions existing at such time which would not
otherwise be permitted under this covenant but for this paragraph, does not at
the time exceed 10% of Consolidated Net Tangible Assets.
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Except for the covenants described above, the Indenture does not contain any
covenants or provisions that may afford holders of the Debt Securities
protection in the event of a highly leveraged transaction.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company may not consolidate with or merge with or into, or convey,
transfer or lease all or substantially all its assets to, any person, unless:
(i) the resulting, surviving or transferee person (if not the Company) is a
person organized and existing under the laws of the United States of America,
any State thereof or the District of Columbia and such person expressly
assumes by a supplemental indenture, executed and delivered to the Trustee, in
form satisfactory to the Trustee, all the obligations of the Company under the
Indenture and the Debt Securities; (ii) immediately after giving effect to
such transaction, no Default has occurred and is continuing; and (iii) the
Company delivers to the Trustee an Officers' Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, transfer or
lease and such supplemental indenture (if any) comply with the Indenture. The
resulting, surviving or transferee person will succeed to, and be substituted
for, and may exercise every right and power of, the Company under the
Indenture, and thereafter the Company or any other predecessor to such
resulting, surviving or transferee person will be relieved of all obligations
and covenants under the Indenture and the Debt Securities.
EVENTS OF DEFAULT
An Event of Default with respect to Debt Securities of any series is defined
in the Indenture as (i) a default in any payment of interest, if any, on any
Debt Securities of such series when due and payable, continued for 30 days,
(ii) a default in the payment of principal of or premium, if any, on any Debt
Securities of such series when due and payable at the stated maturity or upon
redemption, declaration, required repurchase or otherwise, (iii) a default in
any payment in respect of a sinking, purchase or analogous fund, if any, with
respect to any Debt Securities of such series when the same becomes due and
payble, (iv) the failure by the Company to comply for 60 days after notice
with any covenants or agreements on the part of the Company contained in the
Debt Securities of such series or in the Indenture with respect to the Debt
Securities of such series, (v) certain events of bankruptcy, insolvency or
reorganization of the Company (the "bankruptcy provisions") or (vi) any other
Event of Default provided with respect to Debt Securities of such series.
However, a Default under clause (iv) with respect to Debt Securities of a
series will not constitute an Event of Default with respect to Debt Securities
of such series until the Trustee or the holders of 25% in principal amount of
the outstanding Debt Securities of such series notify the Company of the
Default, and the Company does not cure such Default within the time specified
after receipt of such notice. Any Event of Default with respect to one series
of Debt Securities is not necessarily an Event of Default for another series.
If an Event of Default (other than an Event of Default relating to the
bankruptcy provisions) with respect to Debt Securities of any series occurs
and is continuing, the Trustee or the holders of at least 25% in principal
amount of the outstanding Debt Securities of such series may declare the
principal of (or, if the Debt Securities of such series are Original Issue
Discount Securities, such portion of the principal amount as may be specified
in the terms of such series) and accrued but unpaid interest on all the Debt
Securities of such series to be due and payable. Upon such a declaration, such
principal and interest with respect to such series will be due and payable
immediately. If an Event of Default relating to the bankruptcy provisions with
respect to Debt Securities of any series occurs, the principal of (or, if the
Debt Securities of such series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of such
series) and accrued but unpaid interest on all the Debt Securities of such
series will ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any holders of the Debt
Securities of such series. Under certain circumstances, the holders of a
majority in principal amount of the outstanding Debt Securities of any series
may rescind any such acceleration with respect to the Debt Securities of such
series and its consequences.
If an Event of Default with respect to Debt Securities of any series occurs
and is continuing, the Trustee may pursue any available remedy to collect the
payment of principal of and accrued but unpaid interest on the Debt Securities
of such series or to enforce the performance of any provision of the Debt
Securities of such series
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or of the Indenture with respect to such series. Subject to certain
restrictions, the holders of a majority in principal amount of the outstanding
Debt Securities of any series may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee with respect to Debt
Securities of such series. The Trustee, however, may refuse to follow any
direction that conflicts with law or the Indenture or that the Trustee
determines is unduly prejudicial to the rights of any other holder of a Debt
Security of such series or that would involve the Trustee in personal
liability; provided, however, that the Trustee may take any other action
deemed proper by the Trustee that is not inconsistent with such direction.
Prior to taking any action under the Indenture, the Trustee is entitled to
indemnification satisfactory to it in its sole discretion against all losses
and expenses caused by taking or not taking such action. Except to enforce the
right to receive payment of principal of and premium, if any, and interest, if
any, on the Debt Securities held by such holder, no holder of a Debt Security
of any series may pursue any remedy with respect to the Indenture or the Debt
Securities of such series unless (i) such holder has previously given the
Trustee notice that an Event of Default with respect to the Debt Securities of
such series is continuing, (ii) holders of at least 25% in principal amount of
the outstanding Debt Securities of such series have requested the Trustee to
pursue the remedy, (iii) such holders have offered the Trustee reasonable
security or indemnity against any loss, liability or expense, (iv) the Trustee
has not complied with such request within 60 days after the receipt thereof
and the offer of security or indemnity and (v) the holders of a majority in
principal amount of the outstanding Debt Securities of such series have not
given the Trustee a direction inconsistent with such request within such 60-
day period.
The Indenture provides that if a Default with respect to Debt Securities of
any series occurs and is continuing and is known to the Trustee, the Trustee
must mail to each holder of Debt Securities of such series notice of the
Default within 90 days after it occurs. Except in the case of a Default in the
payment of principal of or premium, if any, or interest, if any, on any Debt
Security of any series, the Trustee may withhold such notice if and so long as
a committee of officers of the Trustee in good faith determines that
withholding notice is in the interest of the holders of the Debt Securities of
such series; provided, that in the case of any Default of the character
specified in clause (iv) of the first paragraph under the heading "--Events of
Default" with respect to Debt Securities of such series, no such notice to
holders will be given until at least 30 days after the occurrence therof.
AMENDMENTS AND WAIVERS
Subject to certain exceptions, the Indenture may be amended with the consent
of the holders of a majority in principal amount of the Debt Securities of any
series then outstanding, and any existing Default with respect to Debt
Securities of any series and its consequences may be waived with the consent
of the holders of a majority in principal amount of the Debt Securities of
such series then outstanding. However, without the consent of each holder of
an outstanding Debt Security of any series, no amendment may, among other
things, (i) reduce the amount of Debt Securities of such series whose holders
must consent to an amendment or to a waiver of any Default under the Indenture
and its consequences as provided therein, (ii) reduce the rate of or extend
the time for payment of interest on any Debt Security of such series, (iii)
reduce the principal of any Debt Security of such series or extend the
maturity of any Debt Security of such series, (iv) reduce the premium payable
upon the redemption of any Debt Security of such series or change the time at
which any Debt Security of such series may or will be redeemed; (v) impair the
right to institute suit for the enforcement of any payment of principal of or
premium, if any, or interest, if any, on any Debt Security of such series
after the stated maturity thereof (or, in the case of redemption, on or after
the redemption date); or (vi) make any Debt Security of such series payable in
money other than that stated in such Debt Security.
Without the consent of any holder of Debt Securities, the Company and the
Trustee may amend the Indenture or the Debt Securities of any series to cure
any ambiguity, omission, defect or inconsistency, to provide for the
assumption by a successor of the obligations of the Company under the
Indenture, to provide for uncertificated Debt Securities in addition to or in
place of certificated Debt Securities (provided that the uncertificated Debt
Securities are issued in registered form for purposes of Section 163(f) of the
Internal Revenue Code of 1986, as amended (the "Code"), or in a manner such
that the uncertificated Debt Securities are
8
<PAGE>
described in Section 163(f)(2)(B) of the Code), to add guarantees with respect
to the Debt Securities of such series, to secure the Debt Securities of such
series, to add to the covenants of the Company for the benefit of the holders
of the Debt Securities of such series or to surrender any right or power
conferred upon the Company, to make any change that does not adversely affect
the rights of any holder of Debt Securities of such series, to comply with any
requirements of the Commission in connection with the qualification of the
Indenture under the Trust Indenture Act of 1939, as amended, or to evidence
and provide for the acceptance of appointment under the Indenture by a
successor or separate Trustee with respect to the Debt Securities of one or
more series and to add to or change any of the provisions of the Indenture as
will be necessary to provide for or facilitate the administration of the
trusts under the Indenture by more than one Trustee.
The consent of the holders of the Debt Securities of any series is not
necessary under the Indenture to approve the particular form of any proposed
amendment. It is sufficient if such consent approves the substance of the
proposed amendment.
BOOK-ENTRY SYSTEM
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities held in book-entry form. A "Global
Security" is a Debt Security that represents, and is denominated in an amount
equal to the aggregate principal amount of, all the outstanding Debt
Securities of a series or any portion thereof, in either case having the same
terms, including, without limitation, the same original issue date, date or
dates on which principal is due and interest rate or method of determining
interest. The Global Security or Securities, if any, will be deposited with,
or on behalf of, a depositary (the "Depositary"), which will be identified in
the applicable Prospectus Supplement. Unless and until it is exchanged in
whole or in part for the individual Debt Securities represented thereby, a
Global Security may not be transferred except as a whole by the Depositary to
a nominee of the Depositary, by a nominee of the Depositary to the Depositary
or another nominee of the Depositary or by the Depositary or any nominee of
the Depositary to a successor Depositary or any nominee of such successor
Depositary.
The specific terms of the depositary arrangement with respect to any series
of Debt Securities will be described in the Prospectus Supplement relating to
such series of Debt Securities. The Company anticipates that the following
provisions will generally apply to depositary arrangements.
Upon the issuance of a Global Security, the Depositary or its nominee will
credit the accounts of persons holding through it with the respective
principal amounts of the Debt Securities represented by such Global Security
purchased by such persons. Ownership of beneficial interests in a Global
Security will be limited to persons that have accounts with the Depositary
("participants") or persons that may hold interests through participants.
Ownership of beneficial interests by participants in a Global Security will be
shown on, and the transfer of that ownership interest will be effected only
through, records maintained by the Depositary for such Global Security.
Ownership of beneficial interests in such Global Security by persons that hold
through participants will be shown on, and the transfer of that ownership
interest within such participant will be effected only through, records
maintained by such participant. The laws of some jurisdictions require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to transfer
beneficial interests in a Global Security.
Payment of principal, premium, if any, and interest, if any, with respect to
Debt Securities represented by any Global Security will be made to the
Depositary or its nominee, as the case may be, as the sole registered owner
and the sole holder of the Debt Securities represented thereby for all
purposes under the Indenture. None of the Company, the Trustee, any Registrar,
the Paying Agent or any agent of the Company or the Trustee will have any
responsibility or liability for (a) any aspect of the records relating to or
payments made by the Depositary, its nominee or any of its participants on
account of beneficial interests in the Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial interests,
(b) the payment to the owners of beneficial interests in the Global Security
of amounts paid to the Depositary or its nominee or (c) any other matter
relating to the actions and practices of the Depositary, its nominee or its
participants. None of the
9
<PAGE>
Company, the Trustee, any Registrar, the Paying Agent or any agent of the
Company or the Trustee will be liable for any delay by the Depositary, its
nominee or any of its participants in identifying the owners of beneficial
interests in the Global Security, and the Company and the Trustee may
conclusively rely on, and will be protected in relying on, instructions from
the Depositary or its nominee for all purposes.
The Company expects that the Depositary or its nominee, upon receipt of any
payment of principal, premium, if any, or interest, if any, with respect to
any Global Security, will immediately credit, on its book-entry registration
and transfer system, the accounts of participants with payments in amounts
proportionate to their respective beneficial interests in the principal or
face amount of such Global Security as shown on the records of the Depositary
or its nominee. The Company also expects that payments by participants to
owners of beneficial interests in a Global Security held through such
participants will be governed by standing instructions and customary practices
as is now the case with securities held for customer accounts registered in
"street name" and will be the sole responsibility of such participants.
If the Depositary for a series of Debt Securities is at any time unwilling,
unable or ineligible to continue as depositary, the Company will appoint a
successor depositary. If a successor depositary is not appointed by the
Company within 90 days, the Company will issue individual Debt Securities of
such series in exchange for the Global Security representing such series of
Debt Securities. In addition, the Company may at any time and in its sole
discretion, subject to any limitations described in the Prospectus Supplement
relating to such Debt Securities, determine no longer to have Debt Securities
of a series represented by a Global Security and, in such event, will issue
individual Debt Securities of such series in exchange for the Global Security
representing such series of Debt Securities. Furthermore, if the Company so
specifies with respect to the Debt Securities of a series, an owner of a
beneficial interest in a Global Security representing Debt Securities of such
series may, on terms acceptable to the Company, the Trustee and the Depositary
for such Global Security, receive individual Debt Securities of such series in
exchange for such beneficial interests, subject to any limitations described
in the Prospectus Supplement relating to such Debt Securities. In any such
instance, an owner of a beneficial interest in a Global Security will be
entitled to physical delivery of individual Debt Securities of the series
represented by such Global Security equal in principal amount to such
beneficial interest and to have such Debt Securities registered in its name.
DEFEASANCE
Subject to the conditions described below, the Company at any time may
terminate with respect to Debt Securities of any series all its obligations
under the Debt Securities of such series and under the Indenture with respect
to Debt Securities of such series ("legal defeasance"), except for certain
obligations, including those respecting the defeasance trust and obligations
to register the transfer or exchange of Debt Securities of such series, to
replace mutilated, destroyed, lost or stolen Debt Securities of such series
and to maintain a registrar and paying agent in respect of Debt Securities of
such series, or the Company at any time may terminate with respect to Debt
Securities of any series its obligations with respect to Debt Securities of
such series under the covenants described under "--Certain Covenants" above
("covenant defeasance").
The Company may exercise its legal defeasance option notwithstanding its
prior exercise of its covenant defeasance option. If the Company exercises its
legal defeasance option with respect to Debt Securities of any series, payment
of the Debt Securities of such series may not be accelerated because of an
Event of Default. If the Company exercises its covenant defeasance option with
respect to Debt Securities of any series, payment of the Debt Securities of
such series may not be accelerated because of an Event of Default specified in
clause (iv) in the first paragraph under "--Events of Default" above (to the
extent it relates to a covenant described under "--Certain Covenants" above)
with respect to Debt Securities of such series.
In order to exercise either defeasance option with respect to a series of
Debt Securities, the Company must irrevocably deposit in trust with the
Trustee money or U.S. Government Obligations sufficient to pay and discharge
the principal of and premium, if any, and interest, if any, on the Debt
Securities of such series to maturity or redemption, as the case may be, and
must comply with certain other conditions, including delivering
10
<PAGE>
to the Trustee an Opinion of Counsel to the effect that 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 deposit and defeasance and will be
subject to Federal income tax on the same amount and in the same manner and at
the same times as would have been the case if such deposit and defeasance had
not occurred (and, in the case of legal defeasance only, such Opinion of
Counsel must be based on a ruling of the Internal Revenue Service or other
change in applicable Federal income tax law).
THE TRUSTEE
The Company may appoint a separate Trustee for any series of Debt
Securities. As used herein in the description of a series of Debt Securities,
the term "Trustee" refers to the Trustee appointed with respect to such series
of Debt Securities.
The Company may maintain banking and other commercial relationships with the
Trustee and its affiliates in the ordinary course of business, and the Trustee
may own Debt Securities.
GOVERNING LAW
The Indenture and the Debt Securities will be governed by, and construed in
accordance with, the laws of the State of New York without giving effect to
applicable principles of conflicts of law to the extent that the application
of the laws of another jurisdiction would be required thereby.
CERTAIN DEFINITIONS
"Attributable Debt" in respect of a Sale/Leaseback Transaction means, as of
the date of determination, the lesser of (i) the present value of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in such Sale/Leaseback Transaction (including any period for
which such lease has been extended) or (ii) the present value of the total
obligations of the lessee for rental payments from the date of determination
until the first possible termination date of the lease included in such
Sale/Leaseback Transaction, plus the present value of the termination payment
then due, if any. For purposes of this definition, (x) the present value of
the total obligations of the lessee for rental payments and for any
termination payment will be discounted at a rate of 100 basis points above the
yield to maturity (as of the date of determination) on 10-year United States
Treasury securities and (y) rental payments will not include (A) amounts due
for maintenance, repairs, utilities, insurance, taxes, assessments and similar
charges or (B) contingent rent, such as that based on sales.
"Consolidated Net Tangible Assets" means total assets (net of applicable
reserves) as determined in accordance with GAAP, less (i) total current
liabilities, except for (A) notes and loans payable, (B) current maturities of
Long-Term Debt and (C) current maturities of obligations under capital leases,
and (ii) all goodwill, trade names, trademarks, patents, unamortized debt
discount and expense and other like intangibles, all as reflected in the
Company's most recent consolidated balance sheet preceding the date of a
determination.
"Debt" means any notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed.
"GAAP" means generally accepted accounting principles in the United States
as in effect and applied by the Company from time to time.
"Lien" means any mortgage, pledge, security interest, conditional sale or
other title retention agreement or other similar lien.
"Long-Term Debt" means Debt that by its terms matures on a date more than 12
months after the date it was created or Debt that the obligor may extend or
renew without the obligee's consent to a date more than 12 months after the
date the Debt was created.
11
<PAGE>
"Principal Property" means any manufacturing plant or facility (together
with the land upon which it is erected and fixtures comprising a part thereof)
located in the United States of America (excluding territories and
possessions) now owned or hereafter acquired by the Company or any Restricted
Subsidiary the net book value of which, as of the date of determination,
exceeds 1.5% of Consolidated Net Tangible Assets, except any such plant or
facility which is a pollution control or other facility financed by
obligations issued by a state or local governmental unit and described in
Sections 141(a), 142(a)(5), 142(a)(6), 142(a)(10) or 144(a) of the Internal
Revenue Code of 1986, as amended, or any successor provision thereof, or which
in the opinion of the Board of Directors of the Company is not of material
importance to the total business conducted by the Company and its subsidiaries
as a whole. The net book value of any manufacturing plant or facility shall
mean the gross cost of the assets of such plant or facility less the
accumulated depreciation with respect to such assets, calculated in accordance
with GAAP and in the case of composite depreciation allocated in accordance
with the Company's accounting policies.
"Restricted Subsidiary" means (i) any subsidiary of the Company which has
substantially all of its assets located in the United States of America
(excluding territories and possessions) and which owns a Principal Property
and (ii) any subsidiary of the Company which owns stock or indebtedness of a
Restricted Subsidiary; provided, however, that the term "Restricted
Subsidiary" will not mean any subsidiary of the Company (x) engaged primarily
in financing receivables, making loans, extending credit or other activities
of a character conducted by a finance company or (y) which conducts
substantially all of its business outside the United States of America
(excluding its territories or possessions) or the principal assets of which
are stock or indebtedness of corporations which conduct substantially all of
their business outside the United States of America (excluding territories and
possessions).
"Sale/Leaseback Transaction" means an arrangement relating to property now
owned or hereafter acquired whereby the Company or a subsidiary of the Company
transfers such property to a person and the Company or a subsidiary of the
Company leases it from such person.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities through underwriters, dealers or
agents or directly to one or more purchasers. Any such underwriter, dealer or
agent may be deemed to be an underwriter within the meaning of the Securities
Act. The Prospectus Supplement with respect to each series of Debt Securities
will set forth the terms of the offering of the Debt Securities of such
series, including the name or names of any underwriters, the purchase price
and the proceeds to the Company from such sale, any underwriting discounts and
other items constituting underwriters' compensation, the initial public
offering price and any discounts or concessions allowed or reallowed or paid
to dealers, and any securities exchanges on which the Debt Securities of such
series may be listed.
If underwriters are used in the sale, the 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, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of sale,
which may be changed, at market prices prevailing at the time of sale or at
negotiated prices. The Debt Securities may be offered to the public either
through underwriting syndicates represented by managing underwriters or
through one or more underwriters without a syndicate. Unless otherwise set
forth in the Prospectus Supplement, the obligations of the underwriters to
purchase Debt Securities will be subject to certain conditions precedent, and
the underwriters will be obligated to purchase all the Debt Securities of a
series 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.
If dealers are utilized in the sale of any Debt Securities in respect of
which this Prospectus is delivered, the Company will sell such Debt Securities
to the dealers, as principals. The dealers may then resell such Debt
Securities to the public at varying prices to be determined by such dealers at
the time of resale. The names of the dealers and the terms of any such sales
will be set forth in the Prospectus Supplement relating thereto.
12
<PAGE>
Debt Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offer
or sale of the Debt Securities in respect of which this Prospectus is
delivered will be named, and any commissions payable by the Company to such
agent will be set forth, in the Prospectus Supplement. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a
best efforts basis for the period of its appointment.
If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers by certain specified
institutions to purchase Debt Securities from the Company at the public
offering price set forth in the Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in
the future. Such contracts will be subject only to those conditions set forth
in the Prospectus Supplement, and the Prospectus Supplement will set forth the
commissions payable for solicitation of such contracts.
Agents and underwriters may be entitled under agreements entered into with
the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to
contribution with respect to payments which the agents or underwriters may be
required to make in respect thereof. Agents and underwriters may be customers
of, engage in transactions with, or perform services for, the Company in the
ordinary course of business.
LEGAL MATTERS
Certain legal matters in connection with the Debt Securities will be passed
upon for the Company by Cravath, Swaine & Moore, New York, New York, and for
any underwriters or agents, if any, by a firm named in the Prospectus
Supplement relating to a particular issue of Debt Securities.
EXPERTS
The consolidated financial statements and consolidated financial statement
schedules of the Company as of December 31, 1996 and 1995, and for each of the
years in the three-year period ended December 31, 1996, have been incorporated
by reference in this Prospectus in reliance upon the reports of KPMG Peat
Marwick LLP, independent certified public accountants, incorporated by
reference in this Prospectus, and upon the authority of said firm as experts
in accounting and auditing.
13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
SEC Registration Fee............................................... $103,448
Trustee's Fees..................................................... 15,000
Blue Sky Fees and Expenses......................................... 15,000
Fees of Rating Agencies............................................ 170,000
Printing Expenses.................................................. 10,000
Accounting Fees and Expenses....................................... 50,000
Legal Fees and Expenses............................................ 100,000
Miscellaneous...................................................... 36,552
--------
Total............................................................ $500,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The By-laws of the Company provide that the Company shall indemnify, to the
extent permitted by Delaware law, its directors, officers and employees
against liabilities (including expenses, judgments and settlements) incurred
by them in connection with any actual or threatened action, suit or proceeding
to which they are or may become parties and which arises out of their status
as directors, officers or employees.
Sections 145(a) and 145(b) of the General Corporation Law of Delaware
("DGCL") permit a corporation to indemnify any director, officer, employee or
agent of the corporation against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement or incurred by him in
connection with any proceeding arising out of his status as director, officer,
employee or agent if such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action, had no reasonable cause
to believe his conduct was unlawful. To the extent that such a person has been
successful in defense of any such action or claim, Section 145(c) provides
that he shall be indemnified against expenses incurred by him in connection
therewith.
As permitted by Section 102(b)(7) of the DGCL, Article Ninth of the
Company's Certificate of Incorporation limits the personal liability of the
Company's directors to the Company or its shareholders for monetary damages
for breach of fiduciary duty except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any
transaction from which the director derived an improper personal benefit.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
1 Form of Underwriting Agreement.*
4.1 Form of Indenture dated as of , 1997 between the Company and
PNC Bank, National Association, as Trustee.**
4.2 Form of Debt Securities.*
5 Opinion of Cravath, Swaine & Moore.**
12 Computation of Ratio of Earnings to Fixed Charges.
23.1 Consent of KPMG Peat Marwick LLP related to the Company's
financial statements.
23.2 Consent of Cravath, Swaine & Moore (included in Exhibit 5).
24.1 Powers of Attorney.***
24.2 Certified resolutions of the Board of Directors of the Company
authorizing the signature of the Chief Executive Officer and the
Chief Financial and Accounting Officer by power of attorney.
25 Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 (bound separately).**
</TABLE>
- --------
* To be filed by amendment or incorporated herein by reference.
** Previously filed.
*** Previously filed except for a power of attorney for Mr. Lilley which is
filed herewith.
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:
(A) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(B) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement; notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) under the Securities Act of
1933 if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
Registration Statement;
(C) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(A) and (1)(B) above do not apply if
the Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 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 Amendment No. 1
to the Registrant's Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of West Paterson, State of
New Jersey, on the 7th day of April, 1997.
CYTEC INDUSTRIES INC.
*
By: ________________________________
J. P. Cronin
Executive Vice President and
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.
SIGNATURE TITLE DATE
Chairman of the
* Board and Chief April 7,
- --------------------------------------- Executive Officer 1997
D. D. Fry
* Executive Vice April 7,
- --------------------------------------- President and Chief 1997
J. P. Cronin Financial and
Accounting Officer
Director
* April 7,
- --------------------------------------- 1997
F. W. Armstrong
Director
* April 7,
- --------------------------------------- 1997
G. A. Burns
Director
* April 7,
- --------------------------------------- 1997
L. L. Hoynes, Jr.
* Director April 7,
- --------------------------------------- 1997
D. Lilley
* Director April 7,
- --------------------------------------- 1997
W. P. Powell
Director
- ---------------------------------------
J. R. Satrum
exit
/s/ E. F. Jackman
*By: _____________________________
E. F. Jackman (Attorney-in-Fact)
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
----------- ----------- ----
<C> <S> <C>
1 Form of Underwriting Agreement.*
4.1 Form of Indenture dated as of , 1997 between the
Company and PNC Bank, National Association, as Trustee.**
4.2 Form of Debt Securities.*
5 Opinion of Cravath, Swaine & Moore.**
12 Computation of Ratio of Earnings to Fixed Charges.
23.1 Consent of KPMG Peat Marwick LLP related to the Company's
financial statements.
23.2 Consent of Cravath, Swaine & Moore (included in Exhibit 5).
24.1 Powers of Attorney.***
24.2 Certified resolutions of the Board of Directors of the
Company authorizing the signature of the Chief Executive
Officer and the Chief Financial and Accounting Officer by
power of attorney.
25 Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 (bound separately).**
</TABLE>
- --------
* To be filed by amendment or incorporated herein by reference.
** Previously filed.
*** Previously filed except for a power of attorney for Mr. Lilley which is
filed herewith.
<PAGE>
EXHIBIT 12
CYTEC INDUSTRIES INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLAR AMOUNTS IN MILLIONS)
<TABLE>
<CAPTION>
HISTORICAL
------------------------------
1996 1995 1994 1993 1992
----- ----- ----- ------ ----
<S> <C> <C> <C> <C> <C>
Earnings (loss) before income taxes............. 168.3 158.1 98.4 (154.2) 26.2
Add:
Interest on indebtedness net of capitalized
interest..................................... 6.4 2.6 1.6 4.0 3.3
Portion of rents representative of the inter-
est factor................................... 5.4 5.4 5.0 5.1 4.6
----- ----- ----- ------ ----
Earnings as adjusted............................ 180.1 166.1 105.0 (145.1) 34.1
===== ===== ===== ====== ====
Fixed charges:
Interest on indebtedness...................... 8.0 3.2 1.9 4.2 3.4
Portion of rents representative of the inter-
est factor................................... 5.4 5.4 5.0 5.1 4.6
----- ----- ----- ------ ----
Fixed charges................................... 13.4 8.6 6.9 9.3 8.0
===== ===== ===== ====== ====
Ratio of earnings to fixed charges.............. 13.4 19.3 15.2 * 4.3
===== ===== ===== ====== ====
</TABLE>
- --------
* Earnings were insufficient to cover fixed charges for the year ended December
31, 1993 by 154.4.
<PAGE>
EXHIBIT 23.1
ACCOUNTANTS' CONSENT
The Board of Directors Cytec Industries Inc.:
We consent to the use of our reports incorporated herein by reference
pertaining to the consolidated financial statements and schedules of Cytec
Industries Inc. and subsidiaries and to the reference to our firm under the
heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick
LLP
KPMG Peat Marwick LLP
Short Hills, New Jersey April 7, 1997
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
CYTEC INDUSTRIES INC.
KNOW ALL MEN BY THESE PRESENTS, that D. Lilley constitutes and appoints D.
D. Fry, J. P. Cronin and E. F. Jackman, severally, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, and in any and all
capacities, to sign any and all amendments to this Registration Statement
(including post-effective amendments) and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities
Act of 1933, and to file the same with all exhibits thereto and other
documents in connection therewith with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, severally, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as each such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of this 7th day of April, 1997.
/s/ D. Lilley
-------------------------------------
D. Lilley
<PAGE>
EXHIBIT 24.2
CERTIFICATE
I, E.F. Jackman, Secretary of Cytec Industries Inc., a Delaware corporation
(the "Corporation"), hereby certify that set forth below is a complete and
accurate copy of certain resolutions adopted by the Board of Directors of the
Corporation on April 18, 1996, and that such resolutions are in full force and
effect as of the date of this certificate.
RESOLVED: That the proper officers of the Corporation hereby are authorized
to take all steps necessary or appropriate in their judgment to (i)
register $300,000,000 of debt securities for sale on a "shelf" registration
statement under the Securities Act of 1933, (ii) sign an indenture related
thereto (the "shelf indenture"), qualify such shelf indenture under the
Trust Indenture Act and select a trustee thereunder, (iii) appoint an agent
for service of process, (iv) prepare a prospectus for the sale of such debt
securities, (v) amend any of the aforesaid agreements and other documents
and (vi) take all such other actions as may be necessary or appropriate to
comply with applicable federal, state and foreign securities laws in
connection therewith; and
FURTHER RESOLVED: That the Board of Directors hereby authorizes each of
D.D. Fry, J.P. Cronin and E.F. Jackman, severally, to sign the registration
statement registering such $300,000,000 of debt securities for sale under
the Securities Act of 1933, and any pre or post effective amendment or
amendments to such registration statement, in the capacity of Chief
Executive Officer and Chief Financial and Accounting Officer of the
Corporation, pursuant to powers of attorney in favor of such individuals
signed by the Chief Executive Officer and the Chief Financial and
Accounting Officer, respectively.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Corporation this 7th day of April 1997.
/s/ E.F. Jackman
-------------------------------------
[Seal] E.F. Jackman
Secretary
