<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 1998
REGISTRATION NO.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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SYSCO CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 74-1648137
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
1390 ENCLAVE PARKWAY
HOUSTON, TEXAS 77077-2099
(281) 584-1390
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------------
THOMAS P. KURZ
GENERAL COUNSEL
SYSCO CORPORATION
1390 ENCLAVE PARKWAY
HOUSTON, TEXAS 77077-2099
(281) 584-1390
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
Copies to:
JAMES E. DORSEY
ARNALL GOLDEN & GREGORY, LLP
2800 ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30309-3450
(404) 873-8608
---------------------
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, 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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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED TO BE REGISTERED* PRICE PER UNIT OFFERING PRICE REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities..................... $500,000,000 100% $500,000,000 $147,500
================================================================================================================================
</TABLE>
* Such amount in U.S. dollars or the equivalent thereof in a foreign currency as
shall result in an aggregate initial offering price of Debt Securities of
$500,000,000.
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.
================================================================================
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION DATED MAY 15, 1998
PROSPECTUS
$500,000,000
SYSCO CORPORATION
DEBT SECURITIES
---------------------
Sysco Corporation ("SYSCO" or the "Company") may offer and issue from time
to time in one or more series debt securities (the "Debt Securities") with an
aggregate initial offering price not to exceed $500,000,000 (or the equivalent
in foreign currency or units based on or relating to currencies, including
European Currency Units). The Company will offer Debt Securities to the public
on terms determined by market conditions. Debt Securities may be issuable in
registered form without coupons or in bearer form with or without coupons
attached. Debt Securities may be sold for, and principal of and any premium or
interest on Debt Securities may be payable in, U.S. dollars, foreign currency or
currency units -- in each case, as the Company specifically designates.
The applicable Prospectus Supplement will set forth with respect to the
Debt Securities being offered thereby the ranking as senior or subordinated Debt
Securities, the specific designation, aggregate principal amount, purchase
price, maturity, interest rate (or manner of calculation thereof) and time of
payment of interest (if any), redemption provisions (if any), listing (if any)
on a securities exchange and any other specific terms of such Debt Securities
and the name of and compensation to each dealer, underwriter or agent (if any)
involved in the sale of such Debt Securities. The managing underwriters with
respect to each series sold to or through underwriters will be named in the
applicable Prospectus Supplement.
---------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR CERTAIN FACTORS RELATING TO AN
INVESTMENT IN THE DEBT SECURITIES.
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.
---------------------
Debt Securities may be offered through dealers, underwriters or agents
designated from time to time, as set forth in the applicable Prospectus
Supplement. Net proceeds to the Company will be the purchase price in the case
of a dealer, the public offering price less discount in the case of an
underwriter or the purchase price less commission in the case of an agent -- in
each case, less other expenses attributable to issuance and distribution. The
Company may also sell Debt Securities directly to investors on its own behalf.
In the case of sales made directly by the Company, no commission will be
payable. See "Plan of Distribution" for possible indemnification arrangements
for dealers, underwriters and agents.
---------------------
The date of this Prospectus is May 15, 1998
<PAGE> 3
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY UNDERWRITER, DEALER OR AGENT. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY DEBT SECURITIES BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING
SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
---------------------
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 and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company with the Commission can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 or at its Regional Offices located at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 13th
Floor, 7 World Trade Center, New York, New York 10048, and copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Commission also maintains a website (http://www.sec.gov) from which such
reports, proxy statements and other information may be obtained. Such material
can also be inspected at the office of the New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10005, on which exchange certain of the
Company's securities are listed.
The Prospectus constitutes a part of a Registration Statement on Form S-3
(the "Registration Statement") filed by the Company with the Commission under
the Securities Act of 1933, as amended (the "Securities Act"). This Prospectus
omits certain of the information contained in the Registration Statement in
accordance with the rules and regulations of the Commission. Reference is hereby
made to the Registration Statement and related exhibits for further information
with respect to the Company and the Debt Securities. Statements contained herein
concerning the provisions of any document are not necessarily complete and, in
each instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
---------------------
INCORPORATION OF DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended June 28, 1997
(including only those portions of the Company's proxy statement required to be
incorporated by reference therein), its Quarterly Report on Form 10-Q for the
quarter ended September 27, 1997, its Quarterly Report on Form 10-Q for the
quarter ended December 27, 1997, and its Quarterly Report on Form 10-Q for the
quarter ended March 28, 1998 have been filed by the Company with the Commission
and are incorporated herein by reference.
All documents filed by the Company 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 series of 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 herein
or in any 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.
2
<PAGE> 4
Copies of the above documents (excluding exhibits unless specifically
incorporated by reference into the documents that this Prospectus incorporates)
may be obtained by persons to whom this Prospectus is delivered without charge
upon written request to Carolyn S. Mitchell, Secretary, Sysco Corporation, 1390
Enclave Parkway, Houston, Texas, 77077-2099 (telephone number (281) 584-1390).
---------------------
IN CONNECTION WITH AN OFFERING OF DEBT SECURITIES, THE UNDERWRITERS MAY
OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES
OF THE DEBT SECURITIES OFFERED HEREBY OR OTHER SECURITIES OF THE COMPANY AT
LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR IN THE
OVER-THE-COUNTER MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT
ANY TIME.
3
<PAGE> 5
SYSCO CORPORATION
GENERAL
Sysco Corporation (together with its subsidiaries and divisions hereinafter
referred to as "SYSCO" or the "Company") is the largest U.S. distributor of food
and related products to the foodservice or "away-from-home-eating" industry. The
Company provides its products and services to approximately 270,000 restaurants,
hotels, schools, hospitals, retirement homes and other institutions throughout
the continental United States, including the 150 largest metropolitan areas, as
well as parts of Canada. Since the Company's formation in 1969, annual sales
have grown from approximately $115 million to over $14 billion in fiscal 1997.
Taking advantage of innovations in food technology, improved packaging and
advanced distribution techniques, SYSCO is committed to providing its customers
with timely delivery of quality products at reasonable prices.
The Company, a Delaware corporation, has its principal executive offices at
1390 Enclave Parkway, Houston, Texas 77077-2099 (telephone number (281)
584-1390).
RISK FACTORS
In addition to the other information contained or incorporated by reference
in this Prospectus, the following risk factors should be considered carefully in
evaluating an investment in the Debt Securities offered by this Prospectus.
LEVERAGE AND DEBT SERVICE
Although within the Company's targeted range of long-term debt to total
capital ratio of 30% to 40%, the Company has substantial indebtedness. As of
June 28, 1997, the Company had approximately $686 million of long term
indebtedness outstanding and approximately $1.4 billion of shareholders' equity.
Also, the Company had available approximately $281 million of borrowing capacity
under its revolving credit facility agreement (the "Revolving Credit
Agreement"), subject to the maintenance of certain financial ratios set forth in
that Agreement. The degree to which the Company is leveraged could have
important consequences to holders of the Debt Securities, including the
following: (i) the Company's ability to obtain other financing in the future may
be impaired; (ii) a portion of the Company's cash flow from operations must be
dedicated to the payment of principal and interest on its indebtedness; and
(iii) a high degree of leverage, if implemented, could make the Company more
vulnerable to economic downturns and could limit its ability to withstand
competitive pressures. The Company's ability to make scheduled payments on or,
to the extent not restricted pursuant to the terms thereof, refinance its
indebtedness depends on its financial and operating performance, which may
fluctuate from quarter to quarter and is subject to prevailing economic
conditions and to financial, weather, business and other factors beyond the
Company's control.
If the Company were unable to generate sufficient cash flow to meet its
debt obligations, the Company could be required to renegotiate the payment terms
or refinance all or a portion of the indebtedness, under the Revolving Credit
Agreement or the Debt Securities, to sell assets or to obtain additional
financing. If the Company could not satisfy its obligations related to such
indebtedness, substantially all of the Company's long-term debt could be in
default (which would only be likely if the Company's financial condition
deteriorated substantially) and could be declared immediately due and payable.
There can be no assurance that the Company could repay all such indebtedness in
such event.
Further, the Company's leveraged position may also increase its
vulnerability to competitive pressures. The Company's continued growth depends,
in part, on its ability to continue its expansion and, therefore, its inability
to finance capital expenditures through borrowed funds could have a material
adverse effect on its ability to expand. Moreover, any default under the
documents governing the indebtedness of the Company could have a significant
adverse effect on the market value of the Company's common stock.
4
<PAGE> 6
RISKS OF FUTURE ACQUISITIONS AND "FOLD-OUTS"
A significant portion of the historical growth of the Company's revenues
has resulted from acquisitions. Although not as important to the Company's
current growth, one element of the Company's historical growth strategy is the
acquisition of other foodservice companies. The success of this strategy depends
upon the Company's ability to integrate and manage acquired businesses, and to
realize economies of scale and control costs. Acquisitions involve risks,
including difficulties in integrating acquired operations, diversion of
management resources and unanticipated problems and liabilities. Future
acquisitions by the Company could result in potentially dilutive issuances of
equity securities, increased interest and amortization expense, increased
depreciation expense and decreased operating income, any of which could have a
material adverse effect on the Company's business, financial condition and
results of operations. There can be no assurance that the Company will be able
to acquire companies on terms favorable to it or that the Company's existing
financial resources, including cash flow from operations and amounts available
under the Revolving Credit Agreement, will be sufficient to fund such
acquisitions. If the Company does not have sufficient cash resources, its growth
could be limited unless it is able to obtain additional capital through
subsequent debt or equity financings. There can be no assurance that the Company
will be able to obtain such financings or that, if available, such financings
will be on terms acceptable to the Company. As a result, there can be no
assurance that the Company will be able to implement its acquisition strategy
successfully.
Further, the Company's "fold-out" strategy which involves developing a
sales base in markets distant from an existing operation, building a
distribution center and transferring new management, as well as sales and
support staff, to create a stand-alone company may not increase the sales base
in the targeted region. There can be no assurance that the Company's "fold-out"
strategy will increase its overall foodservice market share.
COMPETITION
The foodservice distribution industry is highly competitive and fragmented.
The Company faces competition from numerous local, regional and national food
distributors on the basis of price, quality, selection, schedules and
reliability of deliveries and the range and quality of services provided. The
Company competes with full-line foodservice distribution companies as well as
"specialty" distributors which distribute a specific product line or "systems"
distributors which distribute to a specific type of foodservice operator. The
Company's future success will be largely dependent on its ability to provide
quality products and related services on a timely and dependable basis. There
can be no assurance that the Company will be able to compete successfully with
current or future competitors.
DEPENDENCE ON KEY PERSONNEL
The future success of the Company will depend to a significant extent on
the efforts and abilities of its senior management. The loss of the services of
several of the Company's senior management personnel could have a material
adverse effect on the Company's operations.
CONTROL; ANTI-TAKEOVER EFFECT
Under its Restated Certificate of Incorporation as currently in effect, the
Company is authorized to issue up to 1.5 million shares of preferred stock in
one or more series, having such rights, preferences and voting powers as may be
fixed by the Board of Directors, without any stockholder vote. Issuance of these
shares could be used as an anti-takeover device. Except as described in the
remainder of this paragraph, the Board of Directors has no current intention or
plan to issue any shares of preferred stock. Further, pursuant to the terms of a
shareholder rights plan adopted in May 1996, each outstanding share of common
stock has one attached right which, when exercisable, entitles the registered
holder to purchase from the Company one one-thousandth of a share of a series of
preferred stock. Activation of the rights would cause substantial dilution of
the ownership of a person or group that attempts to acquire the Company on terms
not approved by the Board and may have the effect of deterring hostile takeover
attempts.
5
<PAGE> 7
PRODUCT LIABILITY
The Company, like any other seller of food, faces an inherent risk of
exposure to product liability claims in the event that the use of products sold
by it causes injury or illness. With respect to product liability claims, the
Company has primary or excess umbrella liability insurance with coverage limits
in excess of $10 million. However, there can be no assurance that such insurance
will continue to be available at a reasonable cost, or, if available, will be
adequate to cover liabilities. The Company generally seeks contractual
indemnification from parties supplying its products, but any such
indemnification is limited, as a practical matter, to the creditworthiness of
the indemnifying party. In the event that the Company does not have adequate
insurance or contractual indemnification available, product liabilities relating
to defective products could have a material adverse effect on the Company's
business, financial condition and results of operations.
NO LONG-TERM CONTRACTS WITH SUPPLIERS
The Company obtains from third party suppliers all of its foodservice
products. For the most part the Company does not have long term contracts with
any entities or persons committing such suppliers to provide products to the
Company. There can be no assurance that suppliers will provide the foodservice
products and supplies needed by the Company in the quantities requested. Because
the Company does not control the actual production of its products, it is also
subject to delays caused by interruption in production based on conditions
outside its control. Such conditions include job actions or strikes by employees
of suppliers, weather, crop conditions, transportation interruptions and natural
disasters or other catastrophic events. The inability of the Company to obtain
adequate supplies of its foodservice products as a result of any of the
foregoing factors or otherwise could have an adverse effect on the Company's
business, financial condition and results of operations.
YEAR 2000 COMPLIANCE
Many existing computer systems and software products, including several
used by the Company, are coded to accept only two digit entries in the date code
field. Beginning in the year 2000, these date code fields will need to accept
four digit entries to distinguish 21st century dates from 20th century dates. As
a result, the Company's date critical functions related to the year 2000 and
beyond, such as sales, distribution, purchasing, inventory control, trade
promotion management, facilities and financial systems may be materially
adversely affected unless these computer systems are or become year 2000
compliant.
The Company is working to address the potential impact of the Year 2000 on
computerized information systems and operations. Based on the accumulation of
preliminary information, costs of addressing potential issues are not expected
to have a material adverse impact on the Company's consolidated financial
statements. However, if SYSCO, customers or vendors are unable to resolve Year
2000 processing issues in a timely manner, a material financial risk could
result.
FORWARD-LOOKING STATEMENTS
This Prospectus and the applicable Prospectus Supplement include
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended (the "Securities Act"), Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the Private Securities
Litigation Reform Act of 1995. All statements, other than statements of
historical facts, included or incorporated by reference in this Prospectus which
address activities, events or developments which the Company expects or
anticipates will or may occur in the future, including statements regarding
management's estimates, including those with respect to allocation of capital,
potential "fold-outs" and acquisitions, consistency and predictability of
earnings growth, improvement in pretax margins, and continuation of the share
repurchase program and other statements regarding future plans and strategies,
plans with respect to the year 2000 problems, anticipated events or trends and
similar expressions concerning matters that are not historical facts are
forward-looking statements. These statements are based on certain assumptions
and analyses made by the Company in light of its experience and its perception
of historical trends, current conditions and expected future developments as
well as other factors it believes are appropriate in the circumstances. However,
6
<PAGE> 8
whether actual results and developments will conform with the Company's
expectations and predictions is subject to a number of risks and uncertainties
which could cause actual results to differ materially from the Company's
expectations, including the risk factors discussed in this Prospectus and the
applicable Prospectus Supplement and other factors, many of which are beyond the
control of the Company. Consequently, all of the forward-looking statements made
in this Prospectus and the applicable Prospectus Supplement are qualified by
these cautionary statements and there can be no assurance that the actual
results or developments anticipated by the Company will be realized or, even if
substantially realized, that they will have the expected consequences to or
effects on the Company or its business or operations. The Company assumes no
obligation to update publicly any such forward-looking statements, whether as a
result of new information, future events or otherwise.
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 additions to working capital, capital expenditures,
acquisitions, stock repurchases and repayment of indebtedness.
RATIO OF EARNINGS TO FIXED CHARGES
The Company's ratio of earnings to fixed charges for the 1993, 1994, 1995,
1996 and 1997 fiscal years and for the 39-week period ended March 28, 1998 were
9.1x, 10.7x, 10.8x, 10.5x, 10.2x and 8.8x, respectively. For the purpose of
calculating this ratio, earnings consist of earnings before income taxes and
fixed charges (exclusive of interest capitalized). Fixed charges consist of
interest expense, capitalized interest and the estimated interest portion of
rents.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will constitute either senior or subordinated debt of
the Company and will be issued, in the case of senior debt, under a Senior Debt
Indenture (the "Senior Debt Indenture"), as it may be amended and supplemented
from time to time, between the Company and First Union National Bank of North
Carolina, as Trustee, and, in the case of subordinated debt, under a
Subordinated Debt Indenture (the "Subordinated Debt Indenture"), as it may be
amended and supplemented from time to time, between the Company and the trustee
to be named in the Prospectus Supplements relating to subordinated debt. The
Senior Debt Indenture and the Subordinated Debt Indenture are sometimes
hereinafter referred to individually as an "Indenture" and collectively as the
"Indentures." First Union National Bank of North Carolina and the trustee to be
named in the Prospectus Supplements relating to subordinated debt are
hereinafter referred to individually as a "Trustee" and collectively as the
"Trustees." The Indentures are included as exhibits to the Registration
Statement of which this Prospectus is a part. The following summaries of certain
provisions of the Indentures and the Debt Securities do not purport to be
complete and such summaries are subject to the detailed provisions of the
applicable Indenture to which reference is hereby made for a full description of
such provisions, including the definition of certain terms used herein, and for
other information regarding the Debt Securities. Numerical references in
parentheses below are to sections in the applicable Indenture. Wherever
particular sections or defined terms of the applicable Indenture are referred
to, such sections or defined terms are incorporated herein by reference as part
of the statement made, and the statement is qualified in its entirety by such
reference. The Indentures are substantially identical, except for the provisions
relating to subordination and certain covenants. See "Senior Debt" and
"Subordinated Debt."
GENERAL
The Indentures do not limit the amount of additional indebtedness the
Company or any of its subsidiaries may incur. The Debt Securities will be
unsecured senior or subordinated obligations of the Company.
The Indentures provide that Debt Securities may be issued from time to time
in one or more series. The Company has issued $150,000,000 of 6 1/2% Senior
Notes due June 15, 2005, $200,000,000 of 7% Senior Notes due May 1, 2006,
$50,000,000 of 7.16% Debentures due April 15, 2027 (callable at the option of
the holders
7
<PAGE> 9
on April 15, 2007) and $100,000,000 of 7.25% Senior Notes due April 15, 2007
under the Senior Debt Indenture prior to the date of this Prospectus.
Reference is made to the Prospectus Supplement for the following terms of
and information relating to the Debt Securities of any series (to the extent
such terms are applicable): (i) the classification as senior or subordinated
Debt Securities, the specific designation, aggregate principal amount and
purchase price; (ii) the currency or units based on or relating to currencies in
which such Debt Securities are denominated and/or in which principal, premium,
if any, and/or interest, if any, will or may be payable; (iii) the date or dates
of maturity; (iv) any redemption, repayment or sinking fund provisions; (v) the
interest rate or rates, if any, and the dates on which any such interest will be
payable (or the method by which such rate or rates or dates will be determined);
(vi) the method by which amounts payable in respect of principal, premium, if
any, or interest, if any, on such Debt Securities may be calculated, and any
currencies, commodities or indices, or value, rate or price, relevant to such
calculation; (vii) the place or places where the principal of, premium, if any,
and interest, if any, on such Debt Securities will be payable; (viii) whether
such Debt Securities will be issuable in registered form, without coupons, or
bearer form, with or without coupons ("Bearer Securities") or both and, if
Bearer Securities are issuable, any restrictions applicable to the exchange of
one form for another and to the offer, sale and delivery of Bearer Securities;
(ix) whether such Debt Securities are to be issued in whole or in part in the
form of one or more temporary or permanent global Debt Securities and if so, the
identity of the depositary, if any, for such global Debt Securities; (x) any
applicable United States federal income tax consequences, including whether and
under what circumstances the Company will pay additional amounts on such Debt
Securities held by a person who is not a U.S. person (as defined in the
Prospectus Supplement) in respect of any tax, assessment or governmental charge
withheld or deducted and, if so, whether the Company will have the option to
redeem such Debt Securities rather than pay such additional amounts; (xi) the
terms and conditions upon which and the manner in which such Debt Securities may
be defeased or discharged if different from the defeasance provisions described
below; and (xii) any other specific terms of such Debt Securities, including any
additional or different events of default or covenants provided for with respect
to such Debt Securities, and any terms which may be required by or advisable
under applicable laws or regulations.
Debt Securities may be presented for exchange and registered Debt
Securities may be presented for transfer in the manner, at the places and
subject to the restrictions set forth in the Debt Securities and the applicable
Indenture. Such services will be provided without charge, other than any tax or
other governmental charge payable in connection therewith, but subject to the
limitations provided in the applicable Indenture. Bearer Securities and the
coupons, if any, appertaining thereto will be transferable by delivery.
Debt Securities may bear interest at a fixed rate or a floating rate. Debt
Securities bearing no interest or interest at a rate that at the time of
issuance is below the prevailing market rate will be sold at a discount below
their stated principal amount. Special United States federal income tax
considerations applicable to any such discounted Debt Securities or to certain
Debt Securities issued at par which are treated as having been issued at a
discount for United States federal income tax purposes are described in the
relevant Prospectus Supplement.
Debt Securities may be issued from time to time with payment terms which
are calculated by reference to the value, rate or price of one or more
currencies, commodities, indices or other factors. Holders of such Debt
Securities may receive a principal amount (including premium, if any) on any
principal payment date, or a payment of interest on any interest payment date,
that is greater than or less than the amount of principal (including premium, if
any) or interest otherwise payable on such dates, depending upon the value, rate
or price on such dates of the applicable currency, commodity, index or other
factor. Information as to the methods for determining the amount of principal,
premium, if any, or interest payable on any date, the currencies, commodities,
indices or other factors to which the amount payable on such date is linked and
certain additional tax considerations will be set forth in the applicable
Prospectus Supplement.
Unless otherwise set forth in the Prospectus Supplement, the Debt
Securities will not contain any provisions which may afford holders of the Debt
Securities protection in the event of a change in control of the
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Company or in the event of a highly leveraged transaction (whether or not such
transaction results in a change in control of the Company).
Under a Note Agreement, dated as of June 1, 1989 relating to $91,500,000
principal amount of the Company's 9.95% Senior Notes Due June 15, 1999 (the
"1989 Notes"), the Company has agreed to offer to repurchase the 1989 Notes from
the holders thereof upon a change in control of the Company (as defined) and the
occurrence of the condition described below. The repurchase is to occur 90 days
after the Company notifies the holders of the 1989 Notes that, at any time
within 12 months after a change in control occurs, the ratio of (x) consolidated
short term debt plus consolidated funded debt to (y) consolidated capitalization
plus short term debt exceeds 80%. The Note Agreement has been filed as an
Exhibit to the Company's Annual Report on Form 10-K for the year ended July 2,
1994.
GLOBAL SECURITIES
Registered Global Securities. The registered Debt Securities of a series
may be issued in the form of one or more fully registered global Securities (a
"Registered Global Security") that will be deposited with (and registered in the
name of) a depositary (a "Depositary") identified in the Prospectus Supplement
relating to such series or a nominee of the Depositary. Unless and until it is
exchanged in whole for Debt Securities in definitive registered form, a
Registered Global Security may not be transferred except as a whole by the
Depositary for such Registered Global Security to a nominee of such Depositary
or by a nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor of such
Depositary or a nominee of such successor.
The specific terms of the depositary arrangement with respect to any
portion of a series of Debt Securities to be represented by a Registered Global
Security will be described in the Prospectus Supplement relating to such series.
The Company anticipates that the following provisions will apply to all
depositary arrangements.
Ownership of beneficial interests in a Registered Global Security will be
limited to persons that have accounts with the Depositary for such Registered
Global Security ("participants") or persons that may hold interests through
participants. Upon the issuance of a Registered Global Security, the Depositary
for such Registered Global Security will credit, on its book-entry registration
and transfer system, the participants' accounts with the respective principal
amounts of the Debt Securities represented by such Registered Global Security
beneficially owned by or through such participants. The accounts to be credited
initially shall be designated by any dealers, underwriters or agents
participating in the distribution of such Debt Securities or by the Company, if
such Debt Securities are offered and sold directly by the Company. Ownership of
beneficial interests in such Registered Global Security will be shown on, and
the transfer of such ownership interests will be effected only through, records
maintained by the Depositary for such Registered Global Security (with respect
to interests of participants) and on the records of participants (with respect
to interests of persons holding through participants). The laws of some states
and countries other than the United States may 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 own, transfer or pledge
beneficial interests in Registered Global Securities.
So long as the Depositary for a Registered Global Security, or its nominee,
is the registered owner of such Registered Global Security, such Depositary or
such nominee, as the case may be, will be considered the sole owner or holder of
the Debt Securities represented by such Registered Global Security for all
purposes under the applicable Indenture. Except as set forth below, owners of
beneficial interests in a Registered Global Security will not be entitled to
have the Debt Securities represented by such Registered Global Security
registered in their names, will not receive or be entitled to receive physical
delivery of such Debt Securities in definitive form and will not be considered
the owners or holders thereof under such Indenture. Accordingly, each person
owning a beneficial interest in a Registered Global Security must rely on the
procedures of the Depositary for such Registered Global Security and, if such
person is not a participant, on the procedures of the participant through which
such person owns its interest, to exercise any rights of a holder under such
Indenture. The Company understands that under existing industry practices, if
the Company requests any action of holders or if an owner of a beneficial
interest in a Registered Global Security desires to give or take any action
which a holder is entitled to give or take under the Indenture, the Depositary
for such Registered
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Global Security generally either (i) authorizes the participants holding the
relevant beneficial interests to give or take such action, and such participants
would authorize beneficial owners owning through such participants to give or
take such action, or (ii) otherwise acts upon the instructions of beneficial
owners holding through them.
Payments of principal, premium, if any, and interest, if any, on Debt
Securities represented by a Registered Global Security registered in the name of
a Depositary or its nominee will be made to such Depositary or its nominee, as
the case may be, as the registered owner of such Registered Global Security.
None of the Company, the Trustee or any other agent of the Company or of the
Trustee will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests in
such Registered Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
The Company expects that the Depositary for any Debt Securities represented
by a Registered Global Security, upon receipt of any payment of principal,
premium or interest in respect of such Registered Global Security, will
immediately credit participants' accounts with payments in amounts proportionate
to their respective beneficial interests in such Registered Global Security as
shown on the records of such Depositary. The Company also expects that payments
by participants to owners of beneficial interests in such Registered Global
Security held through such participants will be the responsibility of such
participants and will be governed by standing customer instructions and
customary practices, as is now the case with securities held for the accounts of
customers or registered in "street name."
If the Depositary for any Debt Securities represented by a Registered
Global Security is at any time unwilling or unable to continue as Depositary
(because it is no longer a clearing agency registered under the Exchange Act),
and a successor Depositary registered as a clearing agency under the Exchange
Act is not appointed by the Company within 90 days, the Company will issue such
Debt Securities in definitive form in exchange for such Registered Global
Security. In addition, the Company may at any time and in its sole discretion
determine not to have any of the Debt Securities of a series represented by one
or more Registered Global Securities and, in such event, will issue Debt
Securities of such series in definitive form in exchange for all of the
Registered Global Security or Securities representing such Debt Securities. Any
Debt Securities issued in definitive form in exchange for a Registered Global
Security will be registered in such name or names as the Depositary shall
instruct the applicable Trustee. It is expected that such instructions will be
based upon directions received by the Depositary from participants with respect
to ownership of beneficial interests in such Registered Global Security.
Bearer Global Securities. The Debt Securities of a series may also be
issued in the form of one or more bearer global Debt Securities (a "Bearer
Global Security") that will be deposited with a common depositary for Morgan
Guaranty Trust Company of New York, Brussels office, as operator of the
Euro-clear System and Centrale de Livraison de Valeurs Mobilieres S.A., or with
a nominee for such depositary identified in the Prospectus Supplement relating
to such series. The specific terms and procedures, including the specific terms
of the depositary arrangement, with respect to any portion of a series of Debt
Securities to be represented by a Bearer Global Security will be described in
the Prospectus Supplement relating to such series.
SENIOR DEBT
The Debt Securities (and, in the case of Bearer Securities, any coupons
appertaining thereto) issued under the Senior Debt Indenture (the "Senior Debt
Securities") will rank PARI PASSU with all other unsecured and unsubordinated
debt of the Company and senior to the Subordinated Debt Securities (as
hereinafter defined). The Company has issued $150,000,000 of 6 1/2% Senior Notes
due June 15, 2005, $200,000,000 of 7% Senior Notes due May 1, 2006, $50,000,000
of 7.16% Debentures due April 15, 2027 (callable at the option of the holders on
April 15, 2007) and $100,000,000 of 7.25% Senior Notes due April 15, 2007 under
the Senior Debt Indenture prior to the date of this Prospectus. See "Description
of the Notes" of the Prospectus Supplement for information regarding any
additional Debt Securities issued after the date of this Prospectus.
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Limitations on Liens. The Company covenants in the Senior Debt Indenture
that it will not, and will not permit any Subsidiary to, issue, incur, create,
assume or guarantee any debt for borrowed money (including all obligations
evidenced by bonds, debentures, notes or similar instruments) secured by a
mortgage, security interest, pledge, lien, charge or other encumbrance
("mortgage") upon any Principal Property or upon any shares of stock or
indebtedness of any Subsidiary that owns or leases a Principal Property (whether
such Principal Property, shares or indebtedness are now existing or owed or
hereafter created or acquired) without in any such case effectively providing
concurrently with the issuance, incurrence, creation, assumption or guaranty of
any such secured debt, or the grant of such mortgage, that the Senior Debt
Securities (together with, if the Company shall so determine, any other
indebtedness of or guarantee by the Company or such Subsidiary ranking equally
with the Senior Debt Securities) shall be secured equally and ratably with (or,
at the option of the Company, prior to) such secured debt. The foregoing
restriction, however, will not apply to each of the following: (a) mortgages on
property, shares of stock or indebtedness or other assets of any corporation
existing at the time such corporation becomes a Subsidiary, provided that such
mortgages or liens are not incurred in anticipation of such corporation's
becoming a Subsidiary; (b) mortgages on property, shares of stock or
indebtedness or other assets existing at the time of acquisition thereof by the
Company or a Subsidiary or mortgages thereon to secure the payment of all or any
part of the purchase price thereof, or mortgages on property, shares of stock or
indebtedness or other assets to secure any debt incurred prior to, at the time
of, or within 180 days after, the latest of the acquisition thereof or, in the
case of property, the completion of construction, the completion of improvements
or the commencement of substantial commercial operation of such property for the
purpose of financing all or any part of the purchase price thereof, such
construction or the making of such improvements; (c) mortgages to secure
indebtedness owing to the Company or to a Subsidiary; (d) mortgages existing at
the date of the initial issuance of any Senior Debt Securities then outstanding;
(e) mortgages on property of a person existing at the time such person is merged
into or consolidated with the Company or a Subsidiary or at the time of a sale,
lease or other disposition of the properties of a person as an entirety or
substantially as an entirety to the Company or a Subsidiary, provided that such
mortgage was not incurred in anticipation of such merger or consolidation or
sale, lease or other disposition; (f) mortgages in favor of the United States of
America or any state, territory or possession thereof (or the District of
Columbia), or any department, agency, instrumentality or political subdivision
of the United States of America or any state, territory or possession thereof
(or the District of Columbia), to secure partial, progress, advance or other
payments pursuant to any contract or statute or to secure any indebtedness
incurred for the purpose of financing all or any part of the purchase price or
the cost of constructing or improving the property subject to such mortgages; or
(g) extensions, renewals or replacements of any mortgage referred to in the
foregoing clauses (a), (b), (d), (e) or (f); provided, however, that the
principal amount of indebtedness secured thereby shall not exceed the principal
amount of indebtedness so secured at the time of such extension, renewal or
replacement. Any mortgages permitted by any of the foregoing clauses (a) through
(g) shall not extend to or cover any other Principal Property of the Company or
any Subsidiary or any shares of stock or indebtedness of any such Subsidiary,
subject to the foregoing limitations, other than the property, including
improvements thereto, stock or indebtedness specified in such clauses. (Senior
Debt Indenture Section 3.7)
Notwithstanding the restrictions in the preceding paragraph, the Company or
any Subsidiary may issue, incur, create, assume or guarantee debt secured by a
mortgage which would otherwise be subject to such restrictions, without equally
and ratably securing the Senior Debt Securities, provided that after giving
effect thereto, the aggregate amount of all debt so secured by mortgages (not
including mortgages permitted under clauses (a) through (g) above) does not
exceed 20% of the Consolidated Net Tangible Assets of the Company. (Senior Debt
Indenture Section 3.7)
Limitations on Sale and Lease-Back Transactions. The Company covenants in
the Senior Debt Indenture that it will not, nor will it permit any Subsidiary
to, enter into any Sale and Lease-Back Transaction with respect to any Principal
Property, other than any such transaction involving a lease for a term of not
more than three years or any such transaction between the Company and a
Subsidiary or between Subsidiaries, unless: (a) the Company or such Subsidiary
would be entitled to incur indebtedness secured by a mortgage on the Principal
Property involved in such transaction at least equal in amount to the
Attributable Debt with respect to such Sale and Lease-Back Transaction, without
equally and ratably securing the Senior Debt Securities,
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pursuant to the limitation on liens described above; or (b) the proceeds of such
transaction are at least equal to the fair market value of the affected
Principal Property (as determined in good faith by the Board of Directors of the
Company) and the Company applies an amount equal to the greater of the net
proceeds of such sale or the Attributable Debt with respect to such Sale and
Lease-Back Transaction within 180 days of such sale to either (or a combination
of) (i) the retirement (other than any mandatory retirement, mandatory
prepayment or sinking fund payment or by payment at maturity) of debt for
borrowed money of the Company or a Subsidiary (other than debt that is
subordinated to the Senior Debt Securities or debt to the Company or a
Subsidiary) that matures more than 12 months after its creation or (ii) the
purchase, construction or development of other comparable property. (Senior Debt
Indenture Section 3.8)
"Attributable Debt" with regard to a Sale and Lease-Back Transaction with
respect to any property is defined in the Senior Debt Indenture to mean, at the
time of determination, the lesser of: (a) the fair market value of such property
(as determined in good faith by the Board of Directors of the Company); or (b)
the present value of the total net amount of rent required to be paid under such
lease during the remaining term thereof (including any period for which such
lease has been extended), discounted at the rate of interest set forth or
implicit in the terms of such lease (or, if not practicable to determine such
rate, the Composite Rate) compounded semi-annually. In the case of any lease
which is terminable by the lessee upon the payment of a penalty, such net amount
shall be the lesser of the net amount determined assuming termination upon the
first date such lease may be terminated (in which case the net amount shall also
include the amount of the 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) or the net amount determined assuming no such termination.
"Composite Rate" is defined in the Senior Debt Indenture to mean, at any
time, the rate of interest, per annum, compounded semi-annually, equal to the
sum of the rates of interest borne by each of the Senior Debt Securities
outstanding under the Senior Debt Indenture (as specified on the face of each of
the Senior Debt Securities, provided, that, in the case of the Senior Debt
Securities with variable rates of interest, the interest rate to be used in
calculating the Composite Rate shall be the interest rate applicable to such
Senior Debt Securities at the beginning of the year in which the Composite Rate
is being determined and, provided, further, that, in the case of Senior Debt
Securities which do not bear interest, the interest rate to be used in
calculating the Composite Rate shall be a rate equal to the yield to maturity on
such Senior Debt Securities, calculated at the time of issuance of such Senior
Debt Securities) multiplied, in the case of each of the Senior Debt Securities,
by the percentage of the aggregate principal amount of all of the Senior Debt
Securities then outstanding represented by such Senior Debt Security. For the
purposes of this calculation, the aggregate principal amounts of outstanding
Senior Debt Securities that are denominated in a foreign currency shall be
calculated in the manner set forth in Section 11.11 of the Senior Debt
Indenture.
"Consolidated Net Tangible Assets" is defined in the Senior Debt Indenture
to mean, as of any particular time, the aggregate amount of assets (less
applicable reserves and other properly deductible items) after deducting
therefrom: (a) all current liabilities, except for current maturities of
long-term debt and of obligations under capital leases; and (b) all goodwill,
trade names, trademarks, patents, unamortized debt discount and expense and
other like intangible assets, to the extent included in said aggregate amount of
assets, all as set forth on the most recent consolidated balance sheet of the
Company and its consolidated subsidiaries and computed in accordance with
generally accepted accounting principles.
"Principal Property" is defined in the Senior Debt Indenture to mean the
land, improvements, buildings and fixtures (including any leasehold interest
therein) constituting the principal corporate office, any manufacturing plant,
any manufacturing, distribution or research facility or any self-serve center
(in each case, whether now owned or hereafter acquired) which is owned or leased
by the Company or any Subsidiary and is located within the United States of
America or Canada unless the Board of Directors of the Company has determined in
good faith that such office, plant facility or center is not of material
importance to the total business conducted by the Company and its Subsidiaries
taken as a whole. With respect to any Sale and Lease-Back Transaction or series
of related Sale and Lease-Back Transactions, the determination of whether any
property is a Principal Property shall be determined by reference to all
properties affected by such transaction or series of transactions.
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"Sale and Lease-Back Transaction" is defined in the Senior Debt Indenture
to mean any arrangement with any person providing for the leasing by the Company
or any Subsidiary of any Principal Property which property has been or is to be
sold or transferred by the Company or such Subsidiary to such person.
"Subsidiary" is defined in the Senior Debt Indenture to mean any
corporation of which outstanding voting stock having the power to elect a
majority of the board of directors of such corporation is at the time owned,
directly or indirectly, by the Company or by one or more other Subsidiaries, or
by the Company and one or more other Subsidiaries. For the purposes of this
definition, "voting stock" means stock which ordinarily has voting power for the
election of directors, whether at all times or only so long as no senior class
of stock has such voting power by reason of any contingency. (Senior Debt
Indenture Sections 1.1, 3.7 and 3.8)
SUBORDINATED DEBT
The Debt Securities (and, in the case of Bearer Securities, any coupons
appertaining thereto) issued under the Subordinated Debt Indenture (the
"Subordinated Debt Securities") will rank junior to "Senior Indebtedness" (as
such term is defined in the Subordinated Debt Indenture). The payment of the
principal, premium, if any, and interest on the Subordinated Debt Securities is
subordinated and junior in right of payment, to the extent set forth in the
Subordinated Debt Indenture, to the prior payment in full of all "Senior
Indebtedness." Until such prior payment in full, no payment (including the
making of any deposit in trust with the Trustee in accordance with Section 10.1
of the Subordinated Debt Indenture) on account of principal, premium, if any, or
interest on any Subordinated Debt Securities or payment to acquire any of the
Subordinated Debt Securities for cash or property may be made if, at the time of
such payment or immediately after giving effect thereto, (i) any insolvency,
bankruptcy proceedings, receivership, liquidation or reorganization of the
Company, or the voluntary liquidation, dissolution or winding up of the Company
or the assignment for the benefit of creditors or any other marshalling of
assets of the Company shall have occurred, (ii) any Subordinated Debt Security
is declared due and payable before its expressed maturity because of the
occurrence of an Event of Default under the Subordinated Debt Indenture (see
"Events of Default" below), (iii) there shall exist a default in the payment of
the principal, premium, if any, or interest with respect to any Senior
Indebtedness, or (iv) for a period of 180 days after delivery of notice referred
to below, there shall exist a default (other than a default in the payment of
principal, premium, if any, or interest) with respect to any Senior Indebtedness
permitting the holders thereof to accelerate the maturity thereof and written
notice of such default shall have been given to the Company and the Trustee
pursuant to the Subordinated Debt Indenture; PROVIDED that only one such 180-day
blockage period following such a notice of default may be commenced within any
365 consecutive days and no default which existed on the date any blockage
period commenced shall be the basis for the commencement of any subsequent
blockage period unless such default is cured or waived for a period of not less
than 90 consecutive days. The foregoing provision shall not prevent the Trustee
from making payments on any Subordinated Debt Securities from monies or
securities deposited with the Trustee pursuant to the terms of Section 10.1 of
the Subordinated Debt Indenture if at the time such deposit was made or
immediately after giving effect thereto the above conditions did not exist.
(Subordinated Debt Indenture, Sections 13.1, 13.2 and 13.3)
Under the Subordinated Debt Indenture, the term "Senior Indebtedness" means
(a) all indebtedness and obligations of the Company existing on the date of the
Subordinated Debt Indenture or created, incurred or assumed thereafter, and
which (i) are for money borrowed; (ii) are evidenced by any bond, note,
debenture or similar instrument; (iii) represent the unpaid balance on the
purchase price of any assets or services of any kind; (iv) are obligations as
lessee under any lease of property, equipment or other assets required to be
capitalized on the balance sheet of the lessee under generally accepted
accounting principles; (v) are reimbursement obligations with respect to letters
of credit or other similar instruments; (vi) are obligations under interest
rate, currency or other indexed exchange agreements, agreements for caps or
floors on interest rates, foreign exchange agreements or any other similar
agreements; (vii) are obligations under any guaranty, endorsement or other
contingent obligations in respect of, or to purchase or otherwise acquire,
indebtedness or obligations of other persons of the types referred to in clauses
(i) through (vi) above (other than endorsements for collection or deposits in
the ordinary course of business); or (viii) are obligations of other
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persons of the type referred to in clauses (i) through (vii) above secured by a
lien to which any of the properties or assets of Company are subject, whether or
not the obligations secured thereby shall have been issued by the Company or
shall otherwise be the legal liability of the Company; and (b) any deferrals,
renewals, amendments, modifications, refundings or extensions of any such
indebtedness or obligations of the types referred to above; notwithstanding the
foregoing, Senior Indebtedness shall not include (1) any indebtedness of the
Company to any of its subsidiaries, (2) any indebtedness or obligation of the
Company which by its express terms is stated to be not superior in the right of
payment to the Subordinated Debt Securities or to rank pari passu with, or to be
subordinated to, the Subordinated Debt Securities or (3) any indebtedness or
obligation incurred by the Company in connection with the purchase of any assets
or services in the ordinary course of business and which constitutes a trade
payable or account payable. (Subordinated Debt Indenture, Section 1.1)
By reason of such subordination, in the event of insolvency, creditors of
the Company (including holders of Subordinated Debt Securities) who are not
holders of Senior Indebtedness may recover less, ratably, than holders of Senior
Indebtedness.
If this Prospectus is being delivered in connection with a series of
Subordinated Debt Securities, the applicable Prospectus Supplement or the
information incorporated herein by reference will set forth the approximate
amount of Senior Indebtedness outstanding as of the end of the most recent
fiscal quarter.
MERGER OR CONSOLIDATION
Each of the Indentures provides that the Company may not merge or
consolidate with any other person or persons (whether or not affiliated with the
Company) or sell, convey, transfer or lease all or substantially all of its
Property to any other person or persons (whether or not affiliated with the
Company), unless (a) either the Company shall be the continuing person, or the
successor person or the person which acquires by sale, conveyance, transfer or
lease substantially all the property of the Company (if other than the Company)
shall be a corporation organized under the laws of the United States or any
state thereof and shall expressly assume all the obligations of the Company
under such Indenture and the relevant Debt Securities and coupons and (b)
immediately after giving effect to such merger, consolidation, sale, conveyance,
transfer or lease, no Event of Default or event or condition which, after notice
or lapse of time or both, would become an Event of Default with respect to the
Debt Securities of any series under such Indenture shall have occurred and be
continuing. After any such transfer (except in the case of a lease), the Company
shall be discharged from all obligations and covenants under such Indenture.
(Senior and Subordinated Debt Indentures, Sections 9.1 and 9.2)
EVENTS OF DEFAULT
An Event of Default is defined under each Indenture with respect to Debt
Securities of any series issued under such Indenture as being: (a) default in
payment of any principal of or premium, if any, on the Debt Securities of such
series, either at maturity, upon any redemption, by declaration or otherwise
(including a default in the deposit of any sinking fund payment with respect to
the Debt Securities of such series when and as due); (b) default for 30 days in
payment of any interest on any Debt Securities of such series; (c) default for
90 days after written notice in the observance or performance of any other
covenant or agreement in the Debt Securities of such series or such Indenture
other than a covenant or agreement which is not applicable to the Debt
Securities of such series; (d) certain events of bankruptcy, insolvency or
reorganization; or (e) any other Event of Default provided in the supplemental
indenture under which such series of Debt Securities is issued, in the form of
Debt Security for such series or otherwise established as contemplated by the
Senior and Subordinated Debt Indentures. (Senior and Subordinated Debt
Indentures, Section 5.1)
Each Indenture provides that (a) if an Event of Default due to the default
in payment of principal of, premium, if any, or interest on, any series of Debt
Securities issued under such Indenture or due to the default in the performance
of any other covenant or agreement of the Company applicable to the Debt
Securities of such series but not applicable to Debt Securities of any other
series issued under such Indenture shall have occurred and be continuing, either
the Trustee or the holders of not less than 25% in principal amount of the
outstanding Debt Securities of such series may declare the principal (or such
portion thereof as may be
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specified in the terms thereof) of all Debt Securities of such series and
interest accrued thereon to be due and payable immediately; and (b) if an Event
of Default due to a default in the performance of any covenants or agreements
applicable to outstanding Debt Securities of more than one series issued under
such Indenture shall have occurred and be continuing, either the Trustee or the
holders of not less than 25% in principal amount of outstanding Debt Securities
of all such affected series (treated as one class) may declare the principal (or
such portion thereof as may be specified in the terms thereof) of all such Debt
Securities and interest accrued thereon to be due and payable immediately, but
upon certain conditions such declarations may be annulled and past defaults may
be waived (except a continuing default in payment of principal of (or premium,
if any) or interest on such Debt Securities) by the holders of a majority in
principal amount of the outstanding Debt Securities of all such affected series
(treated as one class). If an Event of Default due to certain events of
bankruptcy, insolvency or reorganization shall occur, the principal (or such
portion thereof as may be specified in the terms thereof) of and interest
accrued on all Debt Securities then outstanding shall become due and payable
immediately, without action by the Trustees or the holders of any such Debt
Securities. (Senior and Subordinated Debt Indentures, Sections 5.1 and 5.10)
Each Indenture contains a provision entitling the Trustee, subject to the
duty of the Trustee during a default to act with the required standard of care,
to be indemnified by the holders of Debt Securities issued under such Indenture
before proceeding to exercise any right or power under such Indenture at the
request of such holders. (Senior and Subordinated Debt Indentures, Section 5.6).
Subject to such provisions for the indemnification and certain other
limitations, the holders of a majority in principal amount of the outstanding
Debt Securities of each affected series issued under such Indenture (treated as
one class) may 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 such series. (Senior and Subordinated
Debt Indentures, Section 5.9)
Each Indenture provides that no holder of Debt Securities of any series or
of any coupon issued under such Indenture may institute any action against the
Company under such Indenture (except actions for payment of overdue principal,
premium, if any, or interest) unless (1) such holder previously shall have given
to the Trustee written notice of default and continuance thereof, (2) the
holders of not less than 25% in aggregate principal amount of the outstanding
Debt Securities of each affected series issued under such Indenture (treated as
one class) shall have requested the Trustee to institute such action and shall
have offered the Trustee reasonable indemnity, (3) the Trustee shall not have
instituted such action within 60 days of such request and (4) the Trustee shall
not have received direction inconsistent with such written request by the
holders of a majority in principal amount of the outstanding Debt Securities of
each affected series issued under such Indenture (treated as one class). (Senior
and Subordinated Debt Indentures, Sections 5.6 and 5.9)
Each Indenture contains a covenant that the Company will file annually with
the Trustee a certificate to the effect that no default exists under such
Indenture or a certificate specifying any default that exists. (Senior and
Subordinated Debt Indentures, Section 3.5)
DEFEASANCE
Each Indenture provides that the Company may defease and be discharged from
any and all obligations (except as otherwise described in (a) below) with
respect to the Debt Securities of any series which have not already been
delivered to the Trustee for cancellation and which have either become due and
payable or are by their terms due and payable within one year (or scheduled for
redemption within one year) by irrevocably depositing with the Trustee, as trust
funds, money or, in the case of Debt Securities payable only in U.S. dollars,
U.S. Government Obligations (as defined) which through the payment of principal
and interest in accordance with their terms will provide money, in an amount
certified to be sufficient to pay at maturity (or upon redemption) the principal
of (and premium, if any) and interest on such Debt Securities.
In addition, each Indenture provides that with respect to each series of
Debt Securities issued under such Indenture, the Company may elect either (a) to
defease and be discharged from any and all obligations with respect to the Debt
Securities of such series (except for the obligations to register the transfer
or exchange of
15
<PAGE> 17
the Debt Securities of such series and of coupons appertaining thereto, to
replace temporary or mutilated, destroyed, lost or stolen Debt Securities of
such series and of coupons appertaining thereto, to maintain an office or agency
in respect of the Debt Securities of such series and to hold moneys for payment
in trust) or (b) to be released from the restrictions described under "Senior
Debt," if applicable, and "Merger or Consolidation" and, to the extent specified
in connection with the issuance of such series of Debt Securities, other
covenants applicable to such series of Debt Securities, upon the deposit with
the Trustee (or other qualifying trustee), in trust for such purpose, of money
or, in the case of Debt Securities payable only in U.S. dollars, U.S. Government
Obligations which through the payment of principal and interest in accordance
with their terms will provide money, in an amount certified to be sufficient to
pay at maturity (or upon redemption) the principal of (and premium, if any) and
interest on the Debt Securities of such series. Such a trust may only be
established if, among other things, the Company has delivered to the Trustee an
opinion of counsel (as specified in the Indenture) 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 defeasance and will be
subject to Federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such defeasance had not occurred. Such
opinion, in the case of a defeasance under clause (a) above, must refer to and
be based upon a ruling of the Internal Revenue Service or a change in applicable
Federal income tax law occurring after the date of such Indenture.
In the event of any "legal" defeasance of any series of Subordinated Debt
Securities issued thereunder, the Subordinated Debt Indenture provides that
holders of all outstanding Senior Indebtedness will receive written notice of
such defeasance. (Senior and Subordinated Debt Indentures, Section 10.1)
The foregoing provisions relating to defeasance may be modified in
connection with the issuance of any series of Debt Securities, and any such
modification will be described in the applicable Prospectus Supplement.
MODIFICATION OF THE INDENTURES
Each Indenture provides that the Company and the Trustee may enter into
supplemental indentures without the consent of the holders of Debt Securities
to: (a) secure any Debt Securities, (b) evidence the assumption by a successor
corporation of the obligations of the Company, (c) add covenants or Events of
Default for the protection of the holders of any Debt Securities, (d) cure any
ambiguity or correct any inconsistency in such Indenture or add any other
provision which shall not adversely affect the interests of the holders of the
Debt Securities, (e) establish the forms or terms of Debt Securities of any
series or of the coupons appertaining to such Debt Securities, (f) change,
modify or eliminate any provision of the Senior Debt Indenture or the
Subordinated Debt Indenture which shall not be effective with respect to any
Debt Security issued prior to the execution of such supplemental indenture and
(g) evidence the acceptance of appointment by a successor trustee. (Senior and
Subordinated Debt Indentures, Section 8.1)
Each Indenture also contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority in
principal amount of the Debt Securities of all series issued under such
Indenture then outstanding and affected (voting as one class), to add any
provisions to, or change in any manner or eliminate any of the provisions of,
such Indenture or modify in any manner the rights of the holders of the Debt
Securities of each series so affected; provided that the Company and the Trustee
may not, without the consent of the holder of each outstanding Debt Security
affected thereby, (a) extend the final maturity of any Debt Security, or reduce
the principal amount thereof, or reduce the rate (or alter the method of
computation) of interest thereon or reduce (or alter the method of computation
of) any amount payable in respect of or extend the time for payment of interest
thereon, or reduce any amount payable on or extend the time for the redemption
or repayment thereof or change the currency in which the principal thereof,
premium, if any, or interest thereon is payable or reduce the amount payable
upon acceleration or alter certain provisions of the Indenture relating to the
Debt Securities issued thereunder not denominated in U.S. dollars or impair or
affect the right to institute suit for the enforcement of any payment on any
Debt Security when due or, if the Debt Securities provide therefor, any right of
optional repayment at the option of the holder of such Debt Securities or (b)
modify any of the provisions of the Indenture regarding modification of such
Indenture, except to increase the percentage in principal amount of Debt
Securities of any series, the consent of the
16
<PAGE> 18
holders of which is required for any such modification. (Senior and Subordinated
Debt Indentures, Section 8.2)
In addition, the Subordinated Debt Indenture provides that it may not be
amended to alter the subordination of any outstanding Subordinated Debt
Securities without the consent of each holder of Senior Indebtedness then
outstanding whose rights would be adversely affected thereby. (Subordinated Debt
Indenture, Section 8.6)
GOVERNING LAW
Each of the Indentures provide that it and the Debt Securities issued
thereunder shall be deemed to be a contract under, and for all purposes shall be
construed in accordance with, the laws of the State of New York.
CONCERNING THE SENIOR DEBT INDENTURE TRUSTEE
First Union National Bank of North Carolina, the Trustee under the Senior
Debt Indenture, is one of a number of banks with which the Company maintains
ordinary banking relationships.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities being offered hereby in four ways:
(i) directly to purchasers, (ii) through agents, (iii) through underwriters and
(iv) through dealers.
Offers to purchase Debt Securities may be solicited by agents designated by
the Company from time to time. Any such agent, who may be deemed to be an
underwriter as that term is defined in the Securities Act, involved in the offer
or sale of any Debt Securities will be named, and any commissions payable by the
Company to such agent will be set forth, in the Prospectus Supplement relating
to such Debt Securities. Unless otherwise indicated in the Prospectus
Supplement, any such agent will be acting on a best efforts basis for the period
of its appointment. Agents may be entitled under agreements which may be entered
into with the Company to indemnification by the Company against certain
liabilities, including liabilities under the Securities Act, and may be
customers of, engage in transactions with or perform services for the Company in
the ordinary course of business.
If any underwriters are utilized in the sale of any Debt Securities, the
Company will enter into an underwriting agreement with such underwriters at the
time of sale to them and the names of the underwriters and the terms of the
transaction will be set forth in the Prospectus Supplement relating to such Debt
Securities, which will be used by the underwriters to make resales of such Debt
Securities. The underwriters may be entitled, under the relevant underwriting
agreement, to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act, and may be customers of, engage
in transactions with or perform services for the Company in the ordinary course
of business.
If a dealer is utilized in the sale of any Debt Securities, the Company
will sell such Debt Securities to the dealer, as principal. The dealer may then
resell such Debt Securities to the public at varying prices to be determined by
such dealer at the time of resale. Dealers may be entitled under agreements
which may be entered into with the Company to indemnification by the Company
against certain liabilities, including liabilities under the Securities Act, and
may be customers of, engage in transactions with or perform services for the
Company in the ordinary course of business.
If so indicated in the Prospectus Supplement relating to such Debt
Securities, the Company will authorize agents, underwriters or dealers to
solicit offers by certain institutions to purchase Debt Securities from the
Company at the public offering price set forth in the Prospectus Supplement
pursuant to delayed delivery contracts ("Contracts") providing for payment and
delivery on the date or dates stated in such Prospectus Supplement. Contracts
may be entered into for a variety of reasons, including without limitation, the
need to assemble a pool of collateral, the need to match a refunding date or
interest coupon date, or to meet the business needs of the purchaser. Each
Contract will be for an amount not less than, and the aggregate principal amount
of Debt Securities sold pursuant to Contracts shall not be less nor more than,
the
17
<PAGE> 19
respective amounts stated in such Prospectus Supplement. Institutions with whom
Contracts, when authorized, may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, education and
charitable institutions and other institutions, but will in all cases be subject
to the approval of the Company. Contracts will not be subject to any conditions
except that (i) the purchase by a purchaser of the Debt Securities covered by
its Contract shall not at the time of delivery be prohibited under the laws of
any jurisdiction in the United States to which such purchaser is subject and
(ii) the Company shall have sold, and delivery shall have taken place to the
underwriters named in the Prospectus Supplement, such part of the Debt
Securities as is to be sold to them. The Prospectus Supplement will set forth
the commission payable to agents, underwriters or dealers soliciting purchases
of Debt Securities pursuant to Contracts accepted by the Company. The
underwriters and such agents or dealers will not have any responsibility in
respect of the validity or performance of Contracts.
Each series of Debt Securities will be a new issue of securities with no
established trading market. Any underwriters to whom Debt Securities are sold by
the Company for public offering and sale may make a market in such Debt
Securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. No assurance can be
given as to the liquidity of the trading market for any Debt Securities.
LEGAL OPINIONS
The validity of the Debt Securities is being passed upon for the Company by
Arnall Golden & Gregory, LLP, Atlanta, Georgia.
Certain legal matters relating to offerings of Debt Securities will be
passed upon on behalf of the applicable dealers, underwriters or agents by
counsel named in the applicable Prospectus Supplement.
EXPERTS
The consolidated balance sheets as of June 28, 1997 and June 29, 1996, and
the consolidated results of operations, shareholders' equity, cash flows and
schedule for each of the three years in the period ended June 28, 1997, have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated herein by
reference in reliance upon the authority of said firm as experts in accounting
and auditing in giving said reports.
With respect to the unaudited interim financial information for the
quarters ended September 27, 1997, December 27, 1997 and March 28, 1998, Arthur
Andersen LLP has applied limited procedures in accordance with professional
standards for a review of that information. However, their separate reports
thereon state that they did not audit and they do not express an opinion on that
interim financial information. Accordingly, the degree of reliance on their
reports on that information should be restricted in light of the limited nature
of the review procedures applied. In addition, the accountants are not subject
to the liability provisions of Section 11 of the Securities Act of 1933 for
their reports on the unaudited interim financial information because those
reports are not a "report" or a "part" of the registration statement prepared or
certified by the accountants within the meaning of Sections 7 and 11 of the
Securities Act of 1933.
18
<PAGE> 20
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information....................................... 2
Incorporation of Documents By Reference..................... 2
Sysco Corporation........................................... 4
Risk Factors................................................ 4
Forward-Looking Statements.................................. 6
Use of Proceeds............................................. 7
Ratio of Earnings to Fixed Charges.......................... 7
Description of Debt Securities.............................. 7
Plan of Distribution........................................ 17
Legal Opinions.............................................. 18
Experts..................................................... 18
</TABLE>
19
<PAGE> 21
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee............... $147,500
Rating Agency Fees.......................................... *
Fees and Expenses of Indenture Trustees..................... *
Printing Expenses........................................... *
Accountants' Fees and Expenses.............................. *
Legal Fees and Expenses..................................... *
Blue Sky Fees and Expenses.................................. *
Miscellaneous Expenses...................................... *
--------
Total............................................. $
========
</TABLE>
- ---------------
* To be provided by amendment
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law and the Restated
Certificate of Incorporation and the By-laws of the Company contain provisions
covering indemnification of corporate directors and officers against certain
liabilities and expenses incurred as a result of proceedings involving such
persons in their capacities as directors and officers, including proceedings
under the Securities Act and the Exchange Act.
The Company has entered into indemnity contracts and provides indemnity
insurance pursuant to which officers and directors are indemnified and insured
against liability or loss under certain circumstances which may include
liability or related loss under the Securities Act and the Exchange Act.
Any agents, dealers or underwriters, who execute the agreements filed as
Exhibit 1 to this registration statement, will agree to indemnify the Company's
directors and its officers against certain liabilities which might arise under
the Securities Act or Exchange Act from information furnished to the Company by
or on behalf of any such indemnifying party.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO.
-----------
<C> <S>
1 -- Form of Underwriting Agreement (Incorporated by reference
to Exhibit 1 to the Registrant's Registration Statement
on Form S-3 (No. 33-60023)).
4(a) -- Form of Senior Debt Indenture between Sysco Corporation
and First Union National Bank of North Carolina, as
trustee (Incorporated by reference to Exhibit 4(a) to the
Registrant's Registration Statement on Form S-3 (No.
33-60023)).
4(b) -- Form of Subordinated Debt Indenture between Sysco
Corporation and
, as trustee (Incorporated by reference to
Exhibit 4(b) to the Registrant's Registration Statement
on Form S-3 (No. 33-60023)).
5 -- Opinion of Arnall Golden & Gregory, LLP, counsel to Sysco
Corporation, as to the validity of the Debt Securities to
be issued (To be filed by amendment).
12 -- Computation of Ratio of Earnings to Fixed Charges.
15 -- Letter from Arthur Andersen LLP regarding unaudited
interim financial information.
23(a) -- Consent of Arthur Andersen LLP.
</TABLE>
II-1
<PAGE> 22
<TABLE>
<CAPTION>
EXHIBIT NO.
-----------
<C> <S>
23(b) -- Consent of Arnall Golden & Gregory, LLP, counsel to Sysco
Corporation, is contained in the opinion filed as Exhibit
5.
25(a) -- Form T-1 Statement of Eligibility of Trustee under the
Trust Indenture Act of 1939 of First Union National Bank
of North Carolina.
</TABLE>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a)(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.
(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. 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) (sec. 230.424(b) of this chapter) 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; and
(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) above do not
apply if 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 Exchange Act that
are incorporated by reference in the registration statement;
(2) that, for the purpose of determining any liability under the
Securities Act, 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; and
(b) that, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant, 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 Securities 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
II-2
<PAGE> 23
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.
The undersigned registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act of 1939, as amended, in accordance
with the rules and regulations prescribed by the Securities and Exchange
Commission under Section 305(b)(2) of the Trust Indenture Act of 1939, as
amended.
II-3
<PAGE> 24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Houston, and the State of Texas, on this 15th day of
May, 1998.
SYSCO CORPORATION
By: /s/ BILL M. LINDIG
----------------------------------
Bill M. Lindig
President
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 constitutes and appoints John F. Woodhouse, Bill M. Lindig and John K.
Stubblefield, Jr., or any one of them, as such person's true and lawful
attorney-in-fact and agent with full power of substitution for such person and
in such person's name, place and stead, in any and all capacities, to sign and
to file with the Securities and Exchange Commission, any and all amendments and
post-effective amendments to this Registration Statement, with exhibits thereto
and either documents in connection therewith, granting unto said
attorney-in-fact and agent 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 such person might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any substitute therefor, may lawfully do or cause to be done by virtue
thereof.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ BILL M. LINDIG President, Chief Executive Officer
- ----------------------------------------------------- and Director (principal
Bill M. Lindig executive officer) May 15, 1998
/s/ JOHN K. STUBBLEFIELD, JR. Senior Vice President and Chief
- ----------------------------------------------------- Financial Officer (principal
John K. Stubblefield, Jr. financial and accounting May 15, 1998
officer)
/s/ JOHN F. WOODHOUSE Chairman of the Board of Directors
- -----------------------------------------------------
John F. Woodhouse May 15, 1998
/s/ JOHN W. ANDERSON Director May 15, 1998
- -----------------------------------------------------
John W. Anderson
/s/ COLIN G. CAMPBELL Director May 15, 1998
- -----------------------------------------------------
Colin G. Campbell
/s/ CHARLES H. COTROS Director May 15, 1998
- -----------------------------------------------------
Charles H. Cotros
/s/ JUDITH B. CRAVEN Director May 15, 1998
- -----------------------------------------------------
Judith B. Craven
/s/ FRANK A. GODCHAUX III Director May 15, 1998
- -----------------------------------------------------
Frank A. Godchaux III
/s/ JONATHAN GOLDEN Director May 15, 1998
- -----------------------------------------------------
Jonathan Golden
</TABLE>
II-4
<PAGE> 25
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ RICHARD G. MERRILL Director May 15, 1998
- -----------------------------------------------------
Richard G. Merrill
/s/ FRANK H. RICHARDSON Director May 15, 1998
- -----------------------------------------------------
Frank H. Richardson
/s/ PHYLLIS S. SEWELL Director May 15, 1998
- -----------------------------------------------------
Phyllis S. Sewell
/s/ RICHARD J. SCHNIEDERS Director May 15, 1998
- -----------------------------------------------------
Richard J. Schnieders
/s/ ARTHUR J. SWENKA Director May 15, 1998
- -----------------------------------------------------
Arthur J. Swenka
/s/ THOMAS G. WALKER, JR. Director May 15, 1998
- -----------------------------------------------------
Thomas G. Walker, Jr.
</TABLE>
II-5
<PAGE> 26
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
1 -- Form of Underwriting Agreement (Incorporated by reference
to Exhibit 1 to the Registrant's Registration Statement
on Form S-3 (No. 33-60023)).
4(a) -- Form of Senior Debt Indenture between Sysco Corporation
and First Union National Bank of North Carolina, as
trustee (Incorporated by reference to Exhibit 4(a) to the
Registrant's Registration Statement on Form S-3 (No.
33-60023)).
4(b) -- Form of Subordinated Debt Indenture between Sysco
Corporation and
, as trustee (Incorporated by reference to
Exhibit 4(b) to the Registrant's Registration Statement
on Form S-3 (No. 33-60023)).
5 -- Opinion of Arnall Golden & Gregory, LLP, counsel to Sysco
Corporation, as to the validity of the Debt Securities to
be issued (To be filed by amendment).
12 -- Computation of Ratio of Earnings to Fixed Charges.
15 -- Letter from Arthur Andersen LLP regarding unaudited
interim financial information.
23(a) -- Consent of Arthur Andersen LLP.
23(b) -- Consent of Arnall Golden & Gregory, LLP, counsel to Sysco
Corporation, is contained in the opinion filed as Exhibit
5.
25(a) -- Form T-1 Statement of Eligibility of Trustee under the
Trust Indenture Act of 1939 of First Union National Bank
of North Carolina.
</TABLE>
<PAGE> 1
EXHIBIT 12
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
39 WEEK PERIOD ENDED (SATURDAY CLOSEST TO JUNE 30)
--------------------- ------------------------------------------------------------
MAR. 28, MAR. 29,
1998 1997 1997 1996 1995 1994 1993
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings Before Income Taxes............ $372,633 $346,646 $495,955 $453,943 $417,618 $367,582 $331,977
Add: Interest Expense................... 42,810 34,385 46,502 41,019 38,579 36,272 39,004
Rent Expense Interest Factor....... 1,660 1,616 2,334 2,221 2,247 2,176 1,925
-------- -------- -------- -------- -------- -------- --------
Total................................... $417,103 $382,647 $544,791 $497,183 $458,444 $406,030 $372,906
======== ======== ======== ======== ======== ======== ========
Fixed Charges:
Interest Expense..................... $ 42,810 $ 34,385 $ 46,502 $ 41,019 $ 38,579 $ 36,272 $ 39,004
Rent Expense Interest Factor......... 1,660 1,616 2,334 2,221 2,247 2,176 1,925
Capitalized Interest................. 1,528 1,242 2,215 2,783 2,833 1,313 1,315
-------- -------- -------- -------- -------- -------- --------
Total................................... $ 45,998 $ 37,243 $ 51,051 $ 46,023 $ 43,659 $ 39,761 $ 42,244
======== ======== ======== ======== ======== ======== ========
Ratio of Earnings to Fixed Charges...... 9.1 10.3 10.7 10.8 10.5 10.2 8.8
======== ======== ======== ======== ======== ======== ========
</TABLE>
<PAGE> 1
EXHIBIT 15
May 11, 1998
Sysco Corporation:
We are aware that Sysco Corporation has incorporated by reference in this
Registration Statement on Form S-3 its Forms 10-Q for the quarters ended
September 27, 1997, December 27, 1997, and March 28, 1998, which include our
reports dated November 5, 1997, February 6, 1998, and May 11, 1998, covering the
unaudited interim financial information contained therein. Pursuant to
Regulation C of the Securities Act of 1933, those reports are not considered a
part of the registration statement prepared or certified by our firm or reports
prepared or certified by our firm within the meaning of Sections 7 and 11 of the
Act.
Very truly yours,
ARTHUR ANDERSEN LLP
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated July 30, 1997
included in Sysco Corporation's Form 10-K for the year ended June 28, 1997 and
to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
May 11, 1998
<PAGE> 1
EXHIBIT 25(a)
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM T-1
--------------------
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE OF 1939, AS AMENDED
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 UNION NATIONAL BANK
(Exact name of Trustee as specified in its charter)
<TABLE>
<CAPTION>
<C> <S> <S>
First Union National Bank
230 South Tyron Street, 9th Floor
Charlotte, North Carolina 28288-1179 56-0900030
(Address of principal executive office) (Zip Code) (I.R.S. Employer Identification No.)
</TABLE>
Karen E. Atkinson
230 South Tyron Street, 9th Floor
Charlotte, North Carolina 28288-1179
(704) 374-2670
(Name, address and telephone number of agent for service)
--------------------
SYSCO CORPORATION
(Exact name of obligor as specified in its charter)
<TABLE>
<CAPTION>
<C> <S>
Delaware 74-1648137
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
1390 Enclave Parkway
Houston, TX 77077-2099
(Address of principal executive offices) (Zip Code)
</TABLE>
SENIOR DEBT SECURITIES
SUBORDINATED DEBT SECURITIES
(Title of the indenture securities)
================================================================================
<PAGE> 2
1. General information.
(a) The following are the names and addresses of each examining or
supervising authority to which the Trustee is subject:
The Comptroller of Currency, Washington, D.C.
Federal Reserve Bank of Richmond, Virginia
Federal Deposit Insurance Corporation, Washington, D.C.
Securities and Exchange Commission, Division of Market Regulation,
Washington, D.C.
(b) The Trustee is authorized to exercise corporate trust powers.
2. Affiliations with obligor
The obligor is not an affiliate of the Trustee.
(See Note 2 on Page 5)
3. Voting Securities of the Trustee.
The following information is furnished as to each class of voting
securities of the Trustee:
As of May 1, 1998
________________________________________________________________________________
Title of Class Amount Outstanding
Common Stock, par value $3.33 1/3 629,237,671 shares
4. Trusteeships under other indentures
The Trustee is not a trustee under any other indenture which any other
securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding.
5. Interlocking directorates and similar relationships with the obligor or
underwriters.
Neither the Trustee nor any of the directors or executive officers of the
Trustee is a director, officer, partner, employee, appointee or
representative of the obligor or of any underwriter for the obligor.
(See Note 2 on Page 5)
6. Voting securities of the Trustee owned by the obligor or its officials.
Voting securities of the Trustee owned by the obligor and its directors,
partners, executive officers, taken as a group, do not exceed one percent
of the outstanding voting securities of the Trustee.
(See Note 1 and 2 on Page 5)
-2-
<PAGE> 3
7. Voting securities of the Trustee owned by underwriters or their officials.
Voting securities of the Trustee owned by any underwriter and its
directors, partners, and executive officers, taken as a group, do not
exceed one percent of the outstanding voting securities of the Trustee.
(See Note 2 on Page 5)
8. Securities of the obligor owned or held by the Trustee.
The amount of securities of the obligor which the Trustee owns beneficially
or holds as collateral security for obligations in default does not exceed
one percent of the outstanding securities of the obligor.
(See Note 2 on Page 5)
9. Securities of underwriters owned or held by Trustee.
The Trustee does not own beneficially or hold as collateral security for
obligations in default any securities of an underwriter or obligor.
(See Note 2 on Page 5)
10. Ownership or holdings by the Trustee of voting securities of certain
affiliates or security holders of the obligor.
The Trustee does not own beneficially or hold as collateral security for
obligations in default voting securities of a person, who, to the knowledge
of the Trustee (1) holds 10% or more of the voting securities of the
obligor or (2) is an affiliate, other than a subsidiary, of the obligor.
(See Note 2 on Page 5)
11. Ownership of holders by the Trustee of any securities of a person owning 50
percent or more of the voting securities of the obligor.
The Trustee does not own beneficially or hold as collateral security for
obligations in default any securities of a person who, to the knowledge of
Trustee, owns 50 percent or more of the voting securities of the obligor.
(See Note 2 on Page 5)
12. Indebtedness of the obligor to the Trustee.
The obligor is not indebted to the Trustee.
13. Defaults by the obligor.
Not applicable.
14. Affiliations with the underwriters.
No underwriter is an affiliate of the Trustee.
15. Foreign trustee.
Not applicable.
-3-
<PAGE> 4
16. List of Exhibits.
(1) Articles of Association of the Trustee as now in effect. Incorporated
by reference to Exhibit (1) filed with Form T-1 Statement of
Eligibility for Financial Security Assurance Holdings LTD on Form S-3
(Registration Statement No. 333-34181) filed with the Securities and
Exchange Commission on September 8, 1997.
(2) Certificate of Authority of the Trustee to commence business.
Incorporated by reference to Exhibit (2) filed with Form T-1 Statement
of Eligibility for Financial Security Assurance Holdings LTD on Form
S-3 (Registration Statement No. 333-34181) filed with the Securities
and Exchange Commission on September 8, 1997.
(3) Authorization of the Trustee to exercise corporate trust powers, if
such authorization is not contained in the documents specified in
Exhibits (1) and (2) above is filed with the Form T-1 Statement of
Eligibility for Financial Security Assurance Holdings LTD, as filed
with the Securities and Exchange Commission on Form S-3 (Registration
Statement No. 333-34181) on September 8, 1997.
(4) By-Laws of the Trustee. Incorporated by reference to Exhibit (4) filed
with Form T-1 Statement of Eligibility for Financial Security
Assurance Holdings LTD on Form S-3 (Registration Statement No.
333-34181) filed with the Securities and Exchange Commission on
September 8, 1997.
(5) Inapplicable.
(6) Consent by the Trustee required by Section 321(b) of the Trust
Indenture Act of 1939. Included at Page 5 of this Form T-1 Statement
of Eligibility.
(7) Report of condition of Trustee published pursuant to law or to the
requirements of its supervising or examining authority is attached
hereto.
(8) Inapplicable.
(9) Inapplicable.
------------------------
NOTES
1. Since the Trustee is a member of First Union Corporation, a bank
holding company, all of the voting securities of the Trustee are held
by First Union Corporation. The securities of First Union Corporation
are described in Item 3.
2. Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base responsive answers to Items 2,
5, 6, 7, 8, 9, 10 and 11, the answers to said items are based on
incomplete information. Items 2, 5, 6, 7, 8, 9, 10 and 11 may,
however, be considered as correct unless amended by an amendment to
this Form T-1.
-4-
<PAGE> 5
SIGNATURE
Pursuant to the requirements of the Trustee Indenture Act of 1939, as
amended, the Trustee, FIRST UNION NATIONAL BANK OF NORTH CAROLINA, a national
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
Charlotte, and State of North Carolina on the 14th day of May, 1998.
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
(Trustee)
BY: /s/ KAREN E. ATKINSON
----------------------------------------
Karen E. Atkinson, Trust Officer
EXHIBIT T-1 (6)
CONSENT OF TRUSTEE
Under section 321(b) of the Trustee Indenture Act of 1939 and in
connection with the proposed issuance by Sysco Corporation of its Debt
Securities under the Senior Debt Indenture and Subordinated Debt Indenture,
First Union National Bank of North Carolina, as the Trustee herein named,
hereby consents that reports of examinations of said Trustee by Federal, State,
Territorial or District authorities may be furnished by such authorities to the
Securities and Exchange Commission upon requests therefor.
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
BY: /s/ DONNA SLANAGAN
----------------------------------------
Donna Slanagan, Vice President
Dated: May 14, 1998
-5-
<PAGE> 6
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: First Union National Bank Call Date: 3/31/98 ST-BK: 37-0351 FFIEC 031
Address: Two First Union Center Page RC-1
City, State Zip: Charlotte, NC 28288-0301
FDIC Certificate No.: 33869
-----------
</TABLE>
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for March 31, 1998
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
Schedule RC--Balance Sheet
__________
<TABLE>
<CAPTION>
----------
C400
------------ --------
Dollar Amounts
in Thousands
- ------------------------------------------------------------------------------------------------- --------------------
<S> <C> <C> <C>
RCFD Bil Mil Thou
ASSETS //////////////////
1. Cash and balances due from depository institutions (from Schedule RC-A): //////////////////
a. Noninterest-bearing balances and currency and coin(1) ................................... 0081 7,346,667 1.a.
b. Interest-bearing balances(2) ............................................................ 0071 12,481 1.b.
2. Securities: //////////////////
a. Held-to-maturity securities (from Schedule RC-3, column A) .............................. 1754 1,937,159 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) ............................ 1773 31,508,601 2.b.
3. Federal funds sold and securities purchased under agreements to resell ..................... 1350 4,501,133 3.
4. Loans and lease financing receivables: //////////////////
---------------------- //////////////////
a. Loans and leases, net of unearned income (from Schedule RC-C) .... RCFD 2122 98,043,231 ////////////////// 4.a.
b. LESS: Allowance for loan and lease losses ........................ RCFD 3123 1,213,121 ////////////////// 4.b.
c. LESS: Allocated transfer risk reserve ............................ RCFD 3128 0 ////////////////// 4.c.
---------------------- //////////////////
d. Loans and leases, net of unearned income, //////////////////
allowance, and reserve (item 4.a minus 4.b and 4.c) ..................................... 2125 96,830,110 4.d.
5. Trading assets (from Schedule RC-D) ........................................................ 3545 3,818,431 5.
6. Premises and fixed assets (including capitalized leases) ................................... 2145 2,660,908 6.
7. Other real estate owned (from Schedule RC-M) ............................................... 2150 112,869 7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) ... 2130 269,234 8.
9. Customers' liability to this bank on acceptances outstanding ............................... 2155 575,447 9.
10. Intangible assets (from Schedule RC-M) ..................................................... 2143 2,896,263 10.
11. Other assets (from Schedule RC-F) .......................................................... 2160 7,274,331 11.
12. Total assets (sum of items 1 through 11) ................................................... 2170 159,743,634 12.
----------------------
</TABLE>
____________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE> 7
Address: Two First Union Page RC-2
City, State Zip: Charlotte, NC 28288-0301
FDIC Certificate No.: 3 3 8 6 9
---------
Schedule RC--Continued
<TABLE>
<CAPTION>
--------------------------
Dollar Amounts in Thousands /////////// Bil Mill Thou
- ----------------------------------------------------------------------------------------------- --------------------------
<S> <C> <C> <C> <C> <C>
LIABILITIES //////////////////////////
13. Deposits: //////////////////////////
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) ..... RCON 2200 101,438,219 13.a.
---------------------------
(1) Noninterest-bearing(1) ................................ RCON 6631 19,061,893 ////////////////////////// 13.a.(1)
(2) Interest-bearing ...................................... RCON 6636 82,376,326 ////////////////////////// 13.a.(2)
---------------------------
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E,
part II) .............................................................................. RCFN 2200 5,487,257 13.b.
---------------------------
(1) Noninterest-bearing ................................... RCFN 6631 29,619 ////////////////////////// 13.b.(1)
(2) Interest-bearing ...................................... RCFN 6636 5,457,638 ////////////////////////// 13.b.(2)
---------------------------
14. Federal funds purchased and securities sold under agreements to repurchase................ RCFD 2800 24,525,123 14.
15. a. Demand notes issued to the U.S. Treasury .............................................. RCFD 2840 426,758 15.a.
b. Trading liabilities (from Schedule RC-D) .............................................. RCFD 3548 4,547,787 15.b.
16. Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases): //////////////////////////
a. With a remaining maturity of one year or less.......................................... RCFD 2332 3,391,194 16.a.
b. With a remaining maturity of more than one year through three years.................... RCFD A547 635,109 16.b.
c. With a remaining maturity of more than three years..................................... RCFD A548 416,618 16.c.
17. Not applicable............................................................................ //////////////////////////
18. Bank's liability on acceptances executed and outstanding ................................. RCFD 2920 575,222 18.
19. Subordinated notes and debentures (2)..................................................... RCFD 3200 2,797,773 19.
20. Other liabilities (from Schedule RC-G) ................................................... RCFD 2930 3,662,892 20.
21. Total liabilities (sum of items 13 through 20) ........................................... RCFD 2948 147,903,952 21.
22. Not applicable............................................................................ //////////////////////////
EQUITY CAPITAL //////////////////////////
23. Perpetual preferred stock and related surplus ............................................ RCFD 3838 160,540 23.
24. Common stock ............................................................................. RCFD 3230 82,795 24.
25. Surplus (exclude all surplus related to preferred stock).................................. RCFD 3839 8,532,323 25.
26. a. Undivided profits and capital reserves ................................................ RCFD 3632 2,823,904 26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities ................ RCFD 8434 240,120 26.b.
27. Cumulative foreign currency translation adjustments ...................................... RCFD 3284 0 27.
28. Total equity capital (sum of items 23 through 27) ........................................ RCFD 3210 11,839,682 28.
29. Total liabilities and equity capital (sum of items 21 and 28) ............................ RCFD 3300 159,743,634 29.
---------------------------
</TABLE>
<TABLE>
<S> <C> <C>
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed Number
for the bank by independent external auditors as of any date during 1997 ........................... RCFD 6724 2M.1.
</TABLE>
<TABLE>
<S> <C>
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in accordance 8 = No external audit work
with generally accepted auditing standards by a certified
public accounting firm (may be required by state
chartering authority)
- ------------
</TABLE>
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.
<PAGE> 8
FIRST UNION CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
1998 1997
-------- -------------------------------------
FIRST FOURTH THIRD SECOND FIRST
QUARTER QUARTER QUARTER QUARTER QUARTER
(In millions, except per share data) -------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and due from banks $ 7,077 6,445 6,661 6,971 6,540
Interest-bearing bank balances 217 710 204 492 353
Federal funds sold and securities purchased under resale
agreements 10,828 7,740 6,898 7,450 5,985
- --------------------------------------------------------------------------------------------------------------
Total cash and cash equivalents 18,122 14,895 13,763 14,913 12,878
- --------------------------------------------------------------------------------------------------------------
Trading account assets 6,682 5,457 7,825 5,418 4,194
Securities available for sale 32,111 21,415 18,924 18,817 16,839
Investment securities 2,072 2,175 2,268 2,285 2,408
Loans, net of unearned income 98,092 96,873 101,452 102,783 101,747
Allowance for loan losses (1,224) (1,212) (1,496) (1,490) (1,487)
- --------------------------------------------------------------------------------------------------------------
Loans, net 96,686 95,661 99,956 101,293 100,260
- --------------------------------------------------------------------------------------------------------------
Premises and equipment 4,398 4,233 4,228 4,230 4,310
Due from customers on acceptances 575 854 836 730 635
Other intangible assets 2,665 2,674 2,743 2,809 2,882
Other assets 8,473 9,910 4,630 4,300 4,036
- --------------------------------------------------------------------------------------------------------------
Total assets $171,966 157,274 155,175 154,795 148,442
- --------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
Noninterest-bearing deposits 22,425 21,753 20,734 20,962 19,978
Interest-bearing deposits 80,901 81,136 78,669 80,027 80,320
- --------------------------------------------------------------------------------------------------------------
Total deposits 103,376 102,889 99,403 100,989 100,298
Short-term borrowings 40,301 27,357 29,545 29,544 24,500
Bank acceptances outstanding 575 855 838 730 635
Other liabilities 6,172 5,108 4,520 4,018 3,615
Long-term debt 8,252 8,042 8,169 7,608 8,004
- --------------------------------------------------------------------------------------------------------------
Total liabilities 158,626 144,251 142,475 142,889 137,052
- --------------------------------------------------------------------------------------------------------------
Guaranteed preferred beneficial interests in Corporation's
junior subordinated deferrable interest debentures 991 991 990 990 990
- --------------------------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
Preferred stock -- -- -- -- --
Common stock, 53.33 1/3 par value, authorized 2,000,000,000
shares 2,148 2,121 2,118 2,091 2,086
Paid-in capital 1,203 1,384 1,296 1,010 1,000
Retained earnings 8,749 8,273 8,115 7,760 7,452
Unrealized gain (loss) on debt and equity securities, net 249 254 181 55 (138)
- --------------------------------------------------------------------------------------------------------------
Total stockholders' equity 12,349 12,032 11,710 10,916 10,400
- --------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $171,966 157,274 155,175 154,795 148,442
- --------------------------------------------------------------------------------------------------------------
MEMORANDA
Securities available for sale-amortized cost $ 31,720 21,020 18,639 18,723 17,049
Investment securities-market value 2,214 2,322 2,412 2,417 2,522
Stockholders' equity, net of unrealized gain (loss) on debt
and equity securities $ 12,349 12,032 11,710 10,916 10,400
Shares outstanding (in thousands) 644,493 636,394 635,335 627,398 625,914
- --------------------------------------------------------------------------------------------------------------
</TABLE>
