Rule 424(b)(5)
Registration No. 33-47957
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JANUARY 10, 1995
$100,000,000
BECTON, DICKINSON AND COMPANY
8.70% DEBENTURES DUE JANUARY 15, 2025
---------
Interest on the Debentures is payable on January 15 and July 15 of each year,
commencing July 15, 1995. The Debentures are redeemable in whole or in part at
the option of the Company at any time on or after January 15, 2005, at the
redemption prices set forth herein. The Debentures will not be entitled to any
sinking fund. See "Description of Debentures." The Debentures will be
represented by one global Debenture registered in the name of the nominee of
The Depository Trust Company. Beneficial interests in the global Debenture will
be shown on, and transfers thereof will be effected only through, records
maintained by DTC and its participants. Except as described herein, Debentures
in certificated form will not be issued. The Debentures will be issued only in
denominations of $1,000 and integral multiples thereof. The Debentures will
trade in DTC's Same-Day Funds Settlement System until maturity, and secondary
market trading activity for the Debentures will therefore settle in immediately
available funds. All payments of principal, premium, if any, and interest will
be made by the Company in immediately available funds. See "Description of
Debentures--Same-Day Settlement and Payment."
---------
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 SUPPLEMENT OR THE PROSPECTUS TO
WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE(1) DISCOUNT(2) COMPANY(1)(3)
----------------- ------------ -------------
Per Debenture...................... 99.198% 0.875% 98.323%
Total.............................. $99,198,000 $875,000 $98,323,000
- ----
(1) Plus accrued interest, if any, from January 15, 1995.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(3) Before deduction of expenses payable by the Company estimated at $175,000.
---------
The Debentures offered hereby are offered severally by the Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to
their right to reject any order in whole or in part. It is expected that the
Debentures will be ready for delivery in book-entry form only through the
facilities of DTC in New York, New York on or about January 18, 1995, against
payment therefor in immediately available funds.
GOLDMAN, SACHS & CO. CS FIRST BOSTON
---------
The date of this Prospectus Supplement is January 10, 1995.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEBENTURES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN THE OVER-THE-COUNTER MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
USE OF PROCEEDS
Becton, Dickinson and Company (the "Company") intends to use the net
proceeds received from the sale of the Debentures offered hereby to repay a
portion of its outstanding commercial paper, which in the aggregate has a
weighted average interest rate of 5.76% per annum. Pending application of the
net proceeds, such proceeds may be invested in short-term interest-bearing
securities. All of the debt to be repaid has been classified as long-term
debt, due to the Company's ability to refinance such debt on a long-term
basis.
DESCRIPTION OF DEBENTURES
The following description of the particular terms of the Debentures offered
hereby (referred to in the Prospectus as "Offered Debt Securities")
supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions of Debt Securities set forth
in the Prospectus, to which description reference is hereby made.
GENERAL
The Company's 8.70% Debentures Due January 15, 2025 (the "Debentures") will
be limited to an aggregate principal amount of $100,000,000 and will mature on
January 15, 2025. The Debentures will bear interest from January 15, 1995, or
from the most recent Interest Payment Date to which interest has been paid or
provided for, payable semiannually on each January 15 and July 15, beginning
July 15, 1995, to the persons in whose names the Debentures or any predecessor
Debentures are registered at the close of business on the preceding January 1
and July 1, respectively, except that in the case of a global Debenture
representing Debentures, such payment will be made in accordance with
arrangements then in effect among the Company, the Trustee and the depository.
The Debentures will be issued in registered form, in denominations of $1,000
and integral multiples thereof. The covenants contained in the Indenture would
not necessarily afford holders of the Debentures protection in the event of a
highly leveraged or other transaction involving the Company that may adversely
affect holders of the Debentures.
S-2
REDEMPTION
The Debentures are redeemable at the option of the Company, in whole or in
part (in any integral multiple of $1,000), at any time on or after January 15,
2005, on not less than 30 nor more than 60 days' notice given as provided in
the Indenture, at the following redemption prices (expressed as percentages of
the principal amount), together with accrued interest to but excluding the
date fixed for redemption, if redeemed during the 12-month period beginning
January 15 of the years indicated:
REDEMPTION
YEAR PRICE
---- ----------
2005.............................. 103.949%
2006.............................. 103.554
2007.............................. 103.159
2008.............................. 102.764
2009.............................. 102.369
2010.............................. 101.975
2011.............................. 101.580
2012.............................. 101.185
2013.............................. 100.790
2014.............................. 100.395
2015 and thereafter............... 100%
(subject to the right of any Holder of record on the relevant Regular Record
Date to receive the interest payable on an Interest Payment Date that is on or
prior to the redemption date).
The Debentures are not entitled to any sinking fund.
BOOK-ENTRY SYSTEM
The Debentures will be issued only in book-entry form through the facilities
of The Depository Trust Company ("DTC"), and will be in denominations of
$1,000 and integral multiples thereof. Transfers or exchanges of beneficial
interests in Debentures in book-entry form may be effected only through a
participating member of DTC. Under certain limited circumstances Debentures
may be issued in certificated form in exchange for the global Debenture. See
"Description of Debt Securities--Global Debt Securities" in the Prospectus
accompanying this Prospectus Supplement. In the event that Debentures are
issued in certificated form such Debentures may be transferred or exchanged at
the offices described in the immediately following paragraph.
Payments on Debentures issued in book-entry form will be made to DTC. In the
event Debentures are issued in certificated form, principal, premium, if any,
and interest will be payable, the transfer of the Debentures will be
registrable and Debentures will be exchangeable for Debentures bearing
identical terms and provisions at the office of the Trustee at 450 West 33rd
Street, 15th Floor, New York, New York 10001, Attention: Corporate Trust
Department, provided that payment of interest may be made at the option of the
Company by check mailed to the address of the person entitled thereto.
Payment of principal of, and interest and premium, if any, on, Debentures
registered in the name of DTC or its nominee will be made to DTC or its
nominee, as the case may be, as the registered owner of the global Debenture
representing such Debentures. The Company has been informed by DTC that its
nominee will be CEDE & CO. ("CEDE"). Accordingly, CEDE is expected to be the
initial registered holder of the Debentures.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Debentures will be made by the Underwriters in
immediately available funds. All payments of principal, premium, if any, and
interest will be made by the Company in immediately available funds or the
equivalent, so long as DTC continues to make its Same-Day Funds Settlement
System available to the Company.
S-3
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearinghouse or next-day funds. In contrast, the
Debentures will trade in DTC's Same-Day Funds Settlement System, and secondary
market trading activity in the Debentures will therefor be required by DTC to
settle in immediately available funds. No assurance can be given as to the
effect, if any, of settlement in immediately available funds on trading
activity in the Debentures.
NONE OF THE COMPANY, THE TRUSTEE, OR ANY OTHER AGENT OF THE COMPANY OR 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 THE GLOBAL DEBENTURE REPRESENTING THE DEBENTURES OR FOR
MAINTAINING, SUPERVISING OR REVIEWING ANY RECORDS RELATING TO SUCH BENEFICIAL
OWNERSHIP INTERESTS, AS SUCH RECORDS OR PAYMENT PROCEDURES ARE MORE FULLY
DESCRIBED IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
dated January 10, 1995 (the "Underwriting Agreement"), and the related Pricing
Agreement dated January 10, 1995 (the "Pricing Agreement"), the Company has
agreed to sell to each of the Underwriters named below, and each of the
Underwriters has severally agreed to purchase, the principal amount of
Debentures set forth opposite its name below:
PRINCIPAL
AMOUNT
UNDERWRITER OF DEBENTURES
----------- -------------
Goldman, Sachs & Co. ....................................... $ 50,000,000
CS First Boston Corporation................................. 50,000,000
------------
Total .................................................... $100,000,000
============
Under the terms and conditions of the Underwriting Agreement and the Pricing
Agreement, the Underwriters are committed to take and pay for all of the
Debentures if any are taken.
The Underwriters propose to offer the Debentures in part directly to retail
purchasers at the initial public offering price set forth on the cover page of
this Prospectus Supplement and in part to certain securities dealers at such
price less a concession of 0.50% of the principal amount of the Debentures.
The Underwriters may allow, and such dealers may reallow, a concession not to
exceed 0.25% of the principal amount of the Debentures to certain brokers and
dealers. After the Debentures are released for sale to the public, the
offering price and other selling terms may from time to time be varied by the
Underwriters.
The Debentures are a new issue of securities with no established trading
market. The Company has been advised by the Underwriters that they intend to
make a market in the Debentures but are not 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 the Debentures.
The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
S-4
BECTON, DICKINSON AND COMPANY
DEBT SECURITIES AND WARRANTS TO PURCHASE DEBT SECURITIES
----------------
Becton, Dickinson and Company (the "Company") from time to time may offer,
at an aggregate initial offering price not to exceed $200,000,000, its
unsecured debt securities consisting of debentures, notes or other unsecured
evidences of indebtedness (the "Debt Securities") and warrants to purchase
Debt Securities (the "Warrants" and, together with the Debt Securities, the
"Securities"). The Debt Securities and Warrants may be offered, separately or
together, in separate series, in amounts, at prices and on terms to be
determined at the time of sale and to be set forth in supplements to this
Prospectus (each, a "Prospectus Supplement"). The Company may sell the
Securities to or through underwriters, and also may sell the Securities
directly to other purchasers or through agents. See "Plan of Distribution."
The terms of the Securities, including, with respect to the Debt Securities,
the specific designation, aggregate principal amount, denominations, maturity,
rate (which may be fixed or variable) and time of payment of interest, if any,
and terms for redemption and, with respect to any Warrants, where applicable,
the offering price, exercise price, duration and detachability, and the names
and compensation of any underwriters or agents and the other terms in
connection with the offering and sale of the Securities in respect of which
this Prospectus is being delivered, will be set forth in the Prospectus
Supplement relating to such Securities. As used herein, Securities shall
include securities denominated in United States dollars or, at the option of
the Company, if so specified in the applicable Prospectus Supplement, in any
other currency, including composite currencies such as the European Currency
Unit. This Prospectus may not be used to consummate sales of Securities unless
accompanied by the Prospectus Supplement applicable to the Securities being
sold.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------------
The date of this Prospectus is January 10, 1995
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR
ANY PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY UNDERWRITER, DEALER OR AGENT. THIS PROSPECTUS AND ANY
PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY OF THE SECURITIES IN ANY JURISDICTION TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THEREOF OR THAT INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
---------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
Regional Offices located at 7 World Trade Center, Suite 1300, New York, New
York 10048, and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such materials can also be obtained upon written request from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Company's Common Stock is
listed on the New York Stock Exchange, and reports, proxy statements and other
information concerning the Company can also be inspected and copied at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
This Prospectus does not contain all of the information contained in the
Registration Statement filed by the Company with the Commission under the
Securities Act of 1933, and reference is hereby made to the Registration
Statement and to the exhibits thereto for further information with respect to
the Company and the Securities offered hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which are on file with the Commission (File No. 1-
4802) pursuant to the Exchange Act, are incorporated herein by reference and
made a part hereof:
(a) The Company's most recently filed Annual Report on Form 10-K;
(b) The Company's Quarterly Reports on Form 10-Q filed since the end of
the Company's fiscal year covered by its most recent Annual Report on Form
10-K;
(c) The Company's Current Reports on Form 8-K filed since the end of the
Company's fiscal year covered by its most recent Annual Report on Form 10-
K; and
(d) All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act filed since the end of the Company's
fiscal year covered by its most recent Annual Report on Form 10-K and prior
to the termination of the offering of the Securities hereunder.
Any statement contained in a document all or a portion of which is
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 other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified shall not be deemed
to constitute a part of this Prospectus except as so modified, and any
statement so superseded shall not be deemed to constitute a part of this
Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any and all of the
documents incorporated herein by reference, other than exhibits to such
documents (unless such exhibits are specifically incorporated by reference
into such documents). Requests for such copies should be directed to the
Secretary, Becton, Dickinson and Company, 1 Becton Drive, Franklin Lakes, New
Jersey 07417-1880, telephone (201) 847-6800.
2
THE COMPANY
The Company was incorporated under the laws of the State of New Jersey in
November 1906, as successor to a New York business started in 1897. Its
executive offices are located at 1 Becton Drive, Franklin Lakes, New Jersey
07417-1880 and its telephone number is (201) 847-6800. All references herein
to the "Company" refer to Becton, Dickinson and Company and its domestic and
foreign subsidiaries unless otherwise indicated by the context.
The Company is engaged principally in the manufacture and sale of a broad
line of medical supplies and devices and diagnostic systems used by health
care professionals, medical research institutions and the general public. The
Company's operations are comprised of two worldwide business segments, Medical
Supplies and Devices ("Medical") and Diagnostic Systems ("Diagnostic").
The major products in the Company's Medical segment are hypodermic products,
specially designed devices for diabetes care, prefillable drug delivery
systems, vascular access products and surgical devices (including disposable
scrubs, surgical gloves, specialty and surgical blades and pre-surgery patient
prep kits). The Medical segment also includes specialty needles, drug infusion
systems, elastic support products, thermometers, examination gloves and
contract packaging services.
The major products in the Company's Diagnostic segment are classical and
instrumented microbiology products, blood collection products, instrumentation
systems for cellular analysis, including flow cytometry and cellular imaging
products, tissue culture labware, hematology instruments and other diagnostic
systems, including immunodiagnostic test kits.
The Company's products are manufactured and sold worldwide. The principal
markets for the Company's products outside of the United States are Europe,
Japan, Mexico, Asia Pacific, Canada and Brazil. The principal products sold by
the Company outside the United States are hypodermic needles and syringes,
diagnostic systems, VACUTAINER (R) brand blood collection products, HYPAK (R)
brand prefillable syringe systems and intravenous catheters. The Company has
manufacturing operations in Australia, Belgium, Brazil, Canada, France,
Germany, Ireland, Japan, Mexico, Singapore, Spain, the United Kingdom and the
United States.
The Company's products and services are marketed in the United States both
through independent distribution channels and directly to end-users. The
Company's products are marketed outside of the United States through
independent distributors and sales representatives, and in some markets
directly to end-users.
USE OF PROCEEDS
Except as may be set forth in the Prospectus Supplement with respect to any
Securities, the net proceeds to the Company from the sale of the Securities
offered hereby will be added to the general funds of the Company and may be
used to repay outstanding debt and to meet capital expenditure and working
capital requirements. The Company has not allocated a specific portion of the
net proceeds for any particular use at this time. Pending application of the
net proceeds, such proceeds may be invested in marketable securities.
3
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data for each of the five
years in the period ended September 30, 1994 are derived from the audited
consolidated financial statements of the Company and its subsidiaries, with
the exception of the ratio of earnings to fixed charges. The data should be
read in conjunction with the consolidated financial statements, related notes
and other financial information incorporated by reference herein. See
"Incorporation of Certain Documents by Reference".
YEAR ENDED SEPTEMBER 30,
------------------------------------------------------
1994 1993(A) 1992 1991 1990
---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA AND
RATIOS)
INCOME STATEMENT DATA:
Revenues............... $2,559,461 $2,465,405 $2,365,317 $2,172,168 $2,012,654
Gross Profit........... 1,159,827 1,097,003 1,063,696 999,820 921,356
Interest Expense, Net.. 47,624 53,412 49,116 50,051 40,235
Income Before
Cumulative Effect
of Accounting Changes. 227,174 212,840 200,753 189,789 182,257
Earnings Per Share--
Before Cumulative
Effect of Accounting
Changes............... 3.05 2.71 2.57 2.43 2.33
Earnings Per Share--Net
Income................ 3.05 .88 2.57 2.43 2.33
Dividends Per Share.... .74 .66 .60 .58 .54
Ratio of Earnings to
Fixed Charges (B)..... 4.59 3.49 3.68 3.54 3.56
BALANCE SHEET DATA AT
PERIOD END:
Working Capital........ $ 648,230 $ 514,680 $ 507,874 $ 500,304 $ 388,073
Total Assets........... 3,159,533 3,087,565 3,177,675 2,779,975 2,593,513
Short-Term Debt (in-
cluding current
portion of long-term
debt)................. 173,228 206,763 285,074 141,709 167,021
Long-Term Debt......... 669,157 680,581 685,081 739,076 649,287
Shareholders' Equity... 1,481,694 1,456,953 1,594,926 1,363,786 1,233,555
- --------
(A) In 1993, Earnings Per Share--Net Income includes a $1.83 per share charge
($141,057), net of taxes, related to the adoption of Statements of
Financial Accounting Standards No. 106, Employers' Accounting for
Postretirement Benefits Other than Pensions; No. 112, Employers'
Accounting for Postemployment Benefits; and No. 109, Accounting for Income
Taxes.
(B) Earnings used to compute this ratio are earnings before income taxes and
cumulative effect of accounting changes and before fixed charges
(excluding, for purposes of such computation, interest capitalized during
the period) and after excluding undistributed earnings and losses of
minority-owned affiliates. Fixed charges consist of interest, whether
expensed or capitalized, amortization of debt discount and expense, and
the portion of rental expense representative of an interest factor.
4
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and provisions of
the Debt Securities to which any Prospectus Supplement may relate. The
particular terms of the Debt Securities offered by any Prospectus Supplement
and the extent, if any, to which such general provisions may apply to the Debt
Securities so offered will be described in the Prospectus Supplement relating
to such Debt Securities.
The Offered Debt Securities (as defined below) are to be issued under an
Indenture, dated as of December 1, 1982, as supplemented by the First
Supplemental Indenture, dated as of May 15, 1986, and as further supplemented
by the Second Supplemental Indenture, dated as of January 10, 1995 (as so
supplemented, the "Indenture"), between the Company and Chemical Bank (as
successor to Manufacturers Hanover Trust Company), as Trustee (the "Trustee")
(a copy of which is on file with the Commission and is incorporated herein by
reference as an exhibit to the Registration Statement of which this Prospectus
is a part). The following summaries of certain provisions of the Indenture do
not purport to be complete and are subject to, and are qualified in their
entirety by reference to, all of the provisions of the Indenture, including
the definitions therein of certain terms capitalized in this Prospectus.
Wherever particular provisions or defined terms of the Indenture are referred
to, such provisions or defined terms are incorporated herein by reference.
GENERAL
The Debt Securities will be unsecured and unsubordinated obligations of the
Company. The Indenture does not limit the aggregate principal amount of Debt
Securities which may be issued thereunder and provides that Debt Securities
may be issued thereunder from time to time in one or more series. As of
December 31, 1994, there was outstanding under the Indenture unsecured and
unsubordinated notes and debentures in an aggregate principal amount of
$431,400,000.
Reference is made to the Prospectus Supplement relating to the particular
series of Debt Securities offered thereby (the "Offered Debt Securities") for
the following terms of the Offered Debt Securities: (1) the title of the
Offered Debt Securities; (2) any limit on the aggregate principal amount of
the Offered Debt Securities; (3) the date or dates on which the Offered Debt
Securities will mature; (4) the rate or rates (which may be fixed or variable)
per annum at which the Offered Debt Securities will bear interest, if any, and
the date or dates from which such interest will accrue; (5) the dates on which
such interest will be payable and the Regular Record Dates for such Interest
Payment Dates; (6) any mandatory or optional sinking fund or analogous
provisions; (7) if applicable, the date after which and the price or prices at
which the Offered Debt Securities may, pursuant to any optional redemption
provisions, be redeemed at the option of the Company or of the Holder thereof
and the other terms and provisions of such optional redemption; (8) the
currency of payment of principal of and premium, if any, and interest on the
Offered Debt Securities; (9) any index used to determine the amount of
payments of principal of and any premium and interest on the Offered Debt
Securities; (10) whether the Offered Debt Securities will be issued in whole
or in part in the form of one or more Global Debt Securities and, in such
case, the depository for such Offered Debt Securities; and (11) any additional
terms of the Offered Debt Securities. (Section 301)
Unless otherwise provided in a Prospectus Supplement, principal of and any
premium and interest on the Offered Debt Securities will be payable, and the
Offered Debt Securities will be exchangeable and transfers thereof will be
registrable, at an office or agency in a Place of Payment designated for the
Offered Debt Securities, provided that, at the option of the Company, payment
of interest may be made by check mailed to the address of the Person entitled
thereto as it appears in the Security Register. (Sections 202, 203, 205 and
1002)
5
The Offered Debt Securities will be issued only in registered form without
coupons and, unless otherwise indicated in the Prospectus Supplement relating
thereto, in denominations of $1,000 and any integral multiple thereof.
(Section 302) No service charge will be made for any transfer or exchange of
such Offered Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. (Sections 203 and 305)
Debt Securities may be issued under the Indenture as Original Issue Discount
Securities to be offered and sold at a substantial discount from the principal
amount thereof. If the Offered Debt Securities are Original Issue Discount
Securities, special federal income tax, accounting and other considerations
applicable thereto will be described in the Prospectus Supplement relating
thereto. "Original Issue Discount Security" means any security which provides
for an amount less than the principal amount thereof to be due and payable
upon the declaration of acceleration of the maturity thereof upon the
occurrence of an Event of Default and the continuation thereof. (Section 101)
CERTAIN COVENANTS OF THE COMPANY
Definitions
"Attributable Debt" is defined to mean, as to any particular lease, the
total net amount of rent (discounted at a rate per annum equivalent to the
interest rate inherent in such lease, as determined in good faith by the
Company, compounded semiannually) required to be paid during the remaining
term of such lease, including any period for which such lease has been
extended or may, at the option of the lessor, be extended. (Section 101)
"Consolidated Net Tangible Assets" is defined as the total amount of assets
of the Company and its Restricted Subsidiaries (less depreciation, valuation
and other applicable reserves) after deducting (i) all current liabilities
(excluding any liabilities constituting Funded Debt by reason of being
renewable or extendable), (ii) all goodwill, trade names, trademarks, patents,
unamortized debt discount and expense and other like intangibles, (iii)
investments in and advances to Subsidiaries which are not Restricted
Subsidiaries, and (iv) minority interests in the equity of Restricted
Subsidiaries. (Section 101)
"Funded Debt" is defined to mean all indebtedness for borrowed money
maturing more than 12 months after the time of computation thereof, guarantees
of such indebtedness of others (except guarantees of collection arising in the
ordinary course of business), and all obligations in respect of lease rentals
which, under generally accepted accounting principles, are shown on a balance
sheet as a non-current liability. (Section 101)
"Principal Property" is defined to mean any building, structure or other
facility (together with the land on which it is erected and fixtures
comprising a part thereof) now owned or hereafter acquired by the Company or
any Restricted Subsidiary and used primarily for manufacturing, processing or
warehousing and located in the United States (excluding its territories and
possessions, but including Puerto Rico), the gross book value (without
deduction of any depreciation reserves) of which is in excess of 2.0% of
Consolidated Net Tangible Assets, other than any such building, structure or
other facility or portion thereof which, in the opinion of the Board of
Directors of the Company, is not of material importance to the total business
conducted by the Company and its Restricted Subsidiaries as an entirety.
(Section 101)
"Restricted Subsidiary" is defined to mean any Subsidiary substantially all
of the property and operations of which are located in the United States
(excluding its territories and possessions, but including Puerto Rico), and
which owns or leases a Principal Property, except a Subsidiary which is
primarily engaged in the business of a finance company. (Section 101)
"Subsidiary" is defined to mean a corporation more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by the
Company or by one or more other Subsidiaries, or by the Company and by one or
more other Subsidiaries. (Section 101)
6
Restrictions on Secured Debt
If the Company or any Restricted Subsidiary shall incur, issue, assume or
guarantee any Debt secured by a Mortgage on any Principal Property or on any
shares of stock or Debt of any Restricted Subsidiary, the Company will secure,
or cause such Restricted Subsidiary to secure, the Debt Securities (and, if
the Company so elects, any other Debt of the Company or such Restricted
Subsidiary which is not subordinate to the Debt Securities) equally and
ratably with (or prior to) such secured Debt, unless after giving effect
thereto the aggregate amount of all such Debt so secured, together with all
Attributable Debt of the Company and its Restricted Subsidiaries in respect of
certain sale and leaseback transactions involving Principal Properties, would
not exceed 10% of Consolidated Net Tangible Assets. This restriction will not
apply to, and there shall be excluded in computing secured Debt for the
purpose of such restriction, Debt secured by (a) Mortgages existing on
properties on the date of the Indenture, (b) Mortgages on properties, shares
of stock or Debt existing at the time of acquisition thereof (including
acquisition through merger or consolidation), purchase money Mortgages and
construction Mortgages, (c) Mortgages on property of, or on any shares of
stock or Debt of, any corporation existing at the time such corporation
becomes a Restricted Subsidiary, (d) Mortgages in favor of Federal and State
governmental bodies to secure progress, advance or other payments pursuant to
any contract or provision of any statute, (e) Mortgages in favor of the
Company or a Restricted Subsidiary, (f) Mortgages in connection with the
issuance of certain tax-exempt industrial development bonds, (g) Mortgages
under workers' compensation laws, unemployment insurance laws or similar
legislation, or certain deposits including those to secure statutory
obligations or certain bonds (or pledges or deposits for similar purposes in
the ordinary course of business), or liens imposed by law and certain other
liens or other encumbrances, and (h) subject to certain limitations, any
extension, renewal or replacement of any Mortgage referred to in the foregoing
clauses (a) through (g), inclusive. (Section 1007)
Restrictions on Sale and Leasebacks
Neither the Company nor any Restricted Subsidiary may enter into any sale
and leaseback transaction involving the taking back of a lease, for a period
of three or more years, of any Principal Property, the acquisition, completion
of construction or commencement of full operation of which has occurred more
than 120 days prior thereto, unless (a) the commitment to enter into such sale
and leaseback transaction was obtained during such 120 day period, (b) the
Company or such Restricted Subsidiary could create Debt secured by a Mortgage
on such Principal Property as described under "Restrictions on Secured Debt"
above in an amount equal to the Attributable Debt with respect to such sale
and leaseback transaction without equally and ratably securing the Debt
Securities, (c) the Company, within 120 days after the sale or transfer shall
have been made, applies to the retirement of its Funded Debt an amount (the
"Designated Amount"), subject to credits for certain voluntary retirements of
Funded Debt, equal to the greater of (i) the net proceeds of the sale of such
Principal Property and (ii) the fair market value of such Principal Property,
or (d) the Company or any Restricted Subsidiary, within a period commencing
180 days prior to and ending 180 days after the sale or transfer, has expended
or reasonably expects to expend within such period any monies to acquire or
construct any Principal Property or Properties in which event the Company or
such Restricted Subsidiary may enter into such sale and leaseback transaction,
but (unless certain other conditions are met) only to the extent that the
Designated Amount in respect thereof is less than such monies expended or to
be expended. This restriction will not apply to any sale and leaseback
transactions between the Company and a Restricted Subsidiary or between a
Restricted Subsidiary and another Restricted Subsidiary. (Section 1008)
EVENTS OF DEFAULT
The following are Events of Default under the Indenture with respect to Debt
Securities of any series: (a) failure to pay principal of or premium, if any,
on any Debt Security of that series when due;
7
(b) failure to pay any interest on any Debt Security of that series when due,
continued for 30 days; (c) failure to deposit any sinking fund payment, when
due, in respect of any Debt Security of that series; (d) failure to perform
any other covenant of the Company in the Indenture (other than a covenant
included in the Indenture solely for the benefit of a series of Debt
Securities other than that series), continued for 60 days after written notice
as provided in the Indenture; (e) a default under any evidence of indebtedness
for money borrowed by the Company (including a default with respect to Debt
Securities of any other series) or under any instrument under which there may
be issued or by which there may be secured or evidenced any indebtedness for
money borrowed by the Company (including the Indenture), whether such
indebtedness exists as of the date of the Indenture or is thereafter created,
which default results in the acceleration of indebtedness in an amount in
excess of $10,000,000 without such indebtedness having been discharged, or
such acceleration having been rescinded or annulled, as provided in the
Indenture; (f) certain events of bankruptcy, insolvency or reorganization; and
(g) any other Event of Default provided with respect to Debt Securities of
that series. (Section 501) If an Event of Default with respect to Outstanding
Debt Securities of any series shall occur and be continuing, either the
Trustee or the Holders of a least 25% in principal amount of the Outstanding
Debt Securities of that series may declare the principal amount (or, if the
Debt Securities of that series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of that
series) of all Debt Securities of that series to be due and payable
immediately. However, at any time after a declaration of acceleration with
respect to Debt Securities of any series has been made, but before a judgment
or decree based on such acceleration has been obtained, the Holders of a
majority in principal amount of the Outstanding Debt Securities of that series
may, under certain circumstances, rescind and annul such acceleration.
(Section 502) For information as to waiver of defaults, see "Modification and
Waiver" below.
Reference is made to the Prospectus Supplement relating to any series of
Offered Debt Securities which are Original Issue Discount Securities for the
particular provisions relating to acceleration of the maturity of a portion of
the principal amount of such Original Issue Discount Securities upon the
occurrence of an Event of Default and the continuation thereof.
The Indenture provides that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee will be under
no obligation to exercise any of its rights or powers under the Indenture at
the request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable security or indemnity. (Section 603) Subject
to certain provisions, including those requiring security or indemnification
of the Trustee, the Holders of a majority in principal amount of the
Outstanding Debt Securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred on the Trustee with
respect to the Debt Securities of that series. (Section 512)
The Company will be required to furnish to the Trustee annually a statement
as to the performance by the Company of its obligations under the Indenture
and as to any default in such performance. (Section 1009) The Indenture
provides that the Trustee may withhold notice to the holders of the Debt
Securities of any series of any default (except in the case of a default in
the payment of the principal of (or premium, if any) or interest (if any) on
any Debt Securities of such series or in the payment of any sinking fund
installment with respect to Debt Securities of such series) if the Trustee
considers it in the interest of the Holders of the Debt Securities to do so.
(Section 602)
MODIFICATION AND WAIVER
Certain modifications and amendments of the Indenture may be made by the
Company and the Trustee without the consent of the Holders of the Outstanding
Debt Securities of any series. In addition, modifications and amendments of
the Indenture may be made by the Company and the Trustee with the consent of
the Holders of not less than 66 2/3% in principal amount of the Outstanding
Debt Securities of each series affected thereby; provided, however, that no
such modification or amendment
8
may, without the consent of the Holder of each Outstanding Debt Security
affected thereby: (a) change the stated maturity date of the principal of, or
any instalment of principal of or interest on, any Debt Security; (b) reduce
the principal amount of, or the premium (if any) payable upon the redemption
of, or interest (if any) on, any Debt Security; (c) reduce the amount of
principal of an Original Issue Discount Security payable upon acceleration of
the Maturity thereof; (d) change the place or currency of payment of principal
of, or premium (if any) or interest (if any) on, any Debt Security; (e) impair
the right to institute suit for the enforcement of any payment on or with
respect to any Debt Security; or (f) reduce the percentage in principal amount
of Outstanding Debt Securities of any series, the consent of the Holders of
which is required for modification or amendment of the Indenture or for waiver
of compliance with certain provisions of the Indenture or for waiver of
certain defaults. (Sections 901 and 902)
The Holders of at least 66 2/3% in principal amount of the Outstanding Debt
Securities of any series may on behalf of the Holders of all Debt Securities
of that series waive, insofar as the series is concerned, compliance by the
Company with certain restrictive covenants of the Indenture. (Section 1010)
The Holders of not less than a majority in principal amount of the Outstanding
Debt Securities of any series may on behalf of the Holders of all Debt
Securities of that series waive any past default under the Indenture with
respect to that series, except a default in the payment of the principal of
(or premium, if any) or interest (if any) on any Debt Security of that series
or in respect of a provision which under the Indenture cannot be modified or
amended without the consent of the Holder of each Outstanding Debt Security of
that series affected. (Section 513)
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company, without the consent of any Holders of Outstanding Debt
Securities, may consolidate with or merge into, or transfer or lease its
assets substantially as an entirety to, any Person, and any other Person may
consolidate with or merge into, or transfer or lease its assets substantially
as an entirety to, the Company, provided (i) that the Person (if other than
the Company) formed by such consolidation or into which the Company is merged
or which acquires or leases the assets of the Company substantially as an
entirety is organized and existing under the laws of any United States
jurisdiction and assumes the Company's obligations on the Debt Securities and
under the Indenture, (ii) that after giving effect to such transaction no
Event of Default, and no event which, after notice or lapse of time or both,
would become an Event of Default, shall have happened and be continuing, and
(iii) that certain other conditions are met. (Article Eight)
DEFEASANCE OF OFFERED DEBT SECURITIES OR CERTAIN COVENANTS IN CERTAIN
CIRCUMSTANCES
Defeasance and Discharge. The Indenture provides that the Company will be
discharged from any and all obligations in respect of the Debt Securities of
any series (except for certain obligations to register the transfer or
exchange of Debt Securities of such series, to replace stolen, lost or
mutilated Debt Securities of such series, to maintain paying agencies and hold
moneys for payment in trust) on the 91st day after the date of deposit with
the Trustee, in trust, of money and/or U.S. Government Obligations, which
through the payment of interest and principal in respect thereof in accordance
with their terms will provide money, in an amount sufficient to pay each
instalment of principal of (and premium, if any) and interest on and any
mandatory sinking fund payments in respect of the Debt Securities of such
series on the Stated Maturity of such payments, or until a Redemption Date
designated by the Company, in accordance with the terms of the Indenture and
such Debt Securities. Such discharge may only occur if, among other things,
(i) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling to the effect that Holders of the Debt
Securities of such series will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit, defeasance and discharge and
will be subject to federal income tax on the same amount and in the same
manner and at the same times as would have been the case if such deposit,
defeasance and discharge had not occurred, and (ii) such deposit, defeasance
and discharge will not
9
cause any Debt Securities of such series then listed on the New York Stock
Exchange or other securities exchange to be delisted. (Section 403)
Defeasance of Certain Covenants. The Indenture provides that with respect to
any series of Debt Securities, the Company may elect to omit to comply with
the restrictive covenants of the Indenture described herein under
"Restrictions on Secured Debt" and "Restrictions on Sale and Leasebacks" if
the Company deposits with the Trustee, in trust, money and/or U.S. Government
Obligations, which through the payment of interest and principal in respect
thereof in accordance with their terms will provide money, in an amount
sufficient to pay each instalment of principal of (and premium, if any) and
interest on and any mandatory sinking fund payments in respect of the Debt
Securities of such series on the Stated Maturity of such payments, or until a
Redemption Date designated by the Company, in accordance with the terms of the
Indenture and such Debt Securities. Such a trust may only be established if,
among other things, the Company has delivered to the Trustee an Opinion of
Counsel (who may be an employee of or counsel for the Company) 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
deposit and defeasance of certain covenants and will be subject to federal
income tax on the same amount and in the same manner and at the same times as
would have been the case if such deposit and defeasance had not occurred.
(Section 1009)
Defeasance and Events of Default. In the event the Company omits to comply
with certain covenants of the Indenture with respect to any series of Debt
Securities as described above and the Debt Securities of such series are
declared due and payable because of the occurrence of any Event of Default,
the amount of money and U.S. Government Obligations on deposit with the
Trustee will be sufficient to pay amounts due on Debt Securities of such
series at the time of their Stated Maturity, or until a Redemption Date
designated by the Company, but may not be sufficient to pay amounts due on the
Debt Securities of such series at the time of the acceleration resulting from
such Event of Default. However, the Company shall remain liable for such
payments.
GLOBAL DEBT SECURITIES
The Debt Securities may be issued in the form of one or more global
certificates (each a "Global Debt Security") registered in the name of a
depository or a nominee of a depository (the "Depository"). Unless otherwise
specified in an applicable Prospectus Supplement, the Depository will be The
Depository Trust Company ("DTC"). No person acquiring an interest in the Debt
Securities (a "Holder") will be entitled to receive a certificate representing
such person's interest in the Debt Securities except as set forth herein.
Unless and until certificated Debt Securities are issued under the limited
circumstances described herein, all references to actions by Holders shall
refer to actions taken by DTC upon instructions from its Participants (as
defined below), and all references herein to payments and notices to Holders
shall refer to payments and notices to DTC or its nominee, as the registered
holder of the Debt Securities, as the case may be, for distribution to Holders
in accordance with the DTC procedures.
DTC is a limited purpose trust company organized under the laws of the State
of New York, which is a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to Section 17A of the Exchange Act. DTC
was created to hold securities for its participating organizations
("Participants") and to facilitate the clearance and settlement of securities
transactions between Participants through electronic book-entry changes in
Participants' accounts, thereby eliminating the need for physical movement of
certificates. Participants include securities brokers and dealers, banks,
trust companies and clearing corporations, and may include certain other
organizations. Indirect access to the DTC system also is available to others
such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a Participant, either directly or
indirectly ("Indirect Participants").
10
Holders that are not Participants or Indirect Participants but desire to
purchase, sell or otherwise transfer ownership of, or other interests in, Debt
Securities may do so only through Participants and Indirect Participants.
Under a book-entry format, Holders may experience some delay in their receipt
of payments, since such payments will be forwarded by the agent designated by
the Company to DTC's nominee. DTC will forward such payments to its
Participants, which thereafter will forward them to Indirect Participants or
Holders. Holders will not be recognized by the Trustee as registered holders
of the Debt Securities entitled to the benefits of the Indenture. Holders that
are not Participants will be permitted to exercise their rights as such only
indirectly through Participants.
Under the rules, regulations and procedures creating and affecting DTC and
its operations (the "Rules"), DTC will be required to make book-entry
transfers of Debt Securities among Participants and to receive and transmit
payments to Participants. Participants and Indirect Participants with which
Holders have accounts with respect to the Debt Securities similarly are
required to make book-entry transfers and receive and transmit such payments
on behalf of their respective Holders.
Because DTC can only act on behalf of Participants, who in turn act on
behalf of Indirect Participants, and on behalf of certain banks, trust
companies and other persons approved by it, the ability of a Holder to pledge
Debt Securities to persons or entities that do not participate in the DTC
system, or to otherwise act with respect to such Debt Securities may be
limited due to the absence of physical certificates for such Debt Securities.
DTC has advised the Company that it will take any action permitted to be
taken by a Holder under the Indenture only at the direction of one or more
Participants to whose accounts with DTC the Debt Securities are credited.
The Global Debt Security shall be exchangeable for Debt Securities
registered in the names of persons other than DTC or its nominee only if (i)
DTC notifies the Company that it is unwilling or unable to continue as
depository for such Global Debt Security or if at any time DTC ceases to be a
clearing agency registered under the Exchange Act at a time when DTC is
required to be so registered to act as such depository, (ii) the Company
executes and delivers to the Trustee a Company Order that such Global Debt
Security shall be so exchangeable or (iii) there shall have occurred and be
continuing a default in the payment of principal of, or interest or premium
on, the Debt Securities or an Event of Default or an event which, with the
giving of notice or lapse of time, or both, would constitute an Event of
Default with respect to the Debt Securities. Any Global Debt Security that is
exchangeable pursuant to the preceding sentence shall be exchangeable for Debt
Securities registered in such names as DTC shall direct.
Upon the occurrence of any event described in the immediately preceding
paragraph, DTC is generally required to notify all Participants of the
availability through DTC of certificated Debt Securities. Upon surrender by
DTC of the Global Debt Security representing the Debt Securities and
instructions for re-registration, the Trustee will reissue the Debt Securities
as certificated Debt Securities, and thereafter the Trustee will recognize the
holder of such certificated Debt Securities as registered holders of Debt
Securities entitled to the benefits of the Indenture.
A Global Debt Security may not be transferred except as a whole by DTC with
respect to such Global Debt Security to a nominee of DTC or by a nominee of
DTC to DTC or another nominee of DTC or to a successor Depository appointed by
the Company. DTC may not sell, assign, transfer or otherwise convey any
beneficial interest in a Global Debt Security evidencing all or part of the
Debt Securities unless such beneficial interest is an amount equal to an
authorized denomination for the Debt Securities.
CONCERNING THE TRUSTEE
The Company maintains a banking relationship with the Trustee.
11
DESCRIPTION OF WARRANTS
The Company may issue Warrants for the purchase of Debt Securities. Warrants
may be issued independently or together with any Debt Securities offered by
any Prospectus Supplement and, if issued together with any Debt Securities,
may be attached to or separate from such Debt Securities.
The following description sets forth certain general terms and provisions of
the Warrants to which any Prospectus Supplement may relate. The particular
terms of the Warrants offered by any Prospectus Supplement and the extent, if
any, to which such general terms may apply to the Warrants so offered will be
described in the Prospectus Supplement relating to such Warrants.
The Offered Warrants (as defined below) are to be issued under Warrant
Agreements (each a "Warrant Agreement") to be entered into between the Company
and a bank or trust company, as Warrant Agent (the "Warrant Agent"), all as
set forth in the Prospectus Supplement relating to the particular issue of
Warrants and shall be evidenced by Warrant Certificates (each a "Warrant
Certificate"). A copy of the forms of Warrant Agreement and Warrant
Certificate are filed as exhibits to the Registration Statement of which this
Prospectus is a part. The following summary of certain provisions of the forms
of Warrant Agreement and Warrant Certificate does not purport to be complete
and is qualified in its entirety by reference to the Warrant Agreement and the
Warrant Certificate.
GENERAL
The Prospectus Supplement or Prospectus Supplements relating to any Warrants
will describe the terms of the Warrants offered thereby (the "Offered
Warrants"), the Warrant Agreement relating to such Warrants and the Warrant
Certificates representing such Warrants, including the following: (1) the
offering price; (2) the currency or currencies for which the Offered Warrants
may be purchased; (3) the designation, aggregate principal amount, currency or
currencies and terms of the Debt Securities purchasable upon exercise of the
Offered Warrants and the procedures and conditions relating to the exercise of
such Offered Warrants; (4) if applicable, the designation and terms of the
Debt Securities with which the Offered Warrants are issued and the number of
Offered Warrants issued with each such Debt Security; (5) if applicable, the
date on and after which the Offered Warrants and such related Debt Securities
will be separately transferable; (6) the principal amount of Debt Securities
purchasable upon exercise of one Offered Warrant and the price and currency at
which such principal amount of Debt Securities may be purchased upon such
exercise; (7) the date on which the right to exercise the Offered Warrants
shall commence and the date (the "Expiration Date") on which such right shall
expire; (8) federal income tax consequences; and (9) any additional terms of
the Offered Warrants.
Warrant Certificates will be issued only in fully registered form and may be
exchanged for new Warrant Certificates of different denominations, may be
presented for registration of transfer, and may be exercised at the corporate
trust office of the Warrant Agent or any other office indicated in the
Prospectus Supplement describing the terms of the Offered Warrants. Prior to
the exercise of their Offered Warrants, holders of Offered Warrants will not
have any of the rights of holders of the Debt Securities purchasable upon such
exercise, including the right to receive payments of principal and any premium
or interest on the Debt Securities purchasable upon such exercise or to
enforce covenants in the Indenture, except as otherwise provided in the
Indenture or pursuant thereto.
EXERCISE OF WARRANTS
Each Offered Warrant will entitle the holder to purchase such principal
amount of Debt Securities at such exercise price as shall in each case be set
forth in, or calculable from, the Prospectus Supplement relating to the
Offered Warrants. Offered Warrants may be exercised at any time up to 5:00
P.M., New York time, on the Expiration Date and in the manner set forth in the
Prospectus Supplement relating to such Warrants. After the close of business
on the Expiration Date (or such later date to which such Expiration Date may
be extended by the Company), unexercised Offered Warrants will become void.
12
Offered Warrants may be exercised by delivery to the Warrant Agent of
payment as provided in the Prospectus Supplement describing the terms of the
Offered Warrants of the amount required to purchase the Debt Securities
purchasable upon such exercise together with certain information set forth on
the reverse side of the Warrant Certificate. Offered Warrants will be deemed
to have been exercised upon receipt by the Warrant Agent of the exercise
price, subject to the receipt within five business days of the Warrant
Certificate evidencing such Offered Warrants. Upon receipt of such payment and
the Warrant Certificate properly completed and duly executed at the corporate
trust office of the Warrant Agent or any other office indicated in the
Prospectus Supplement describing the terms of the Offered Warrants, the
Company will, as soon as practicable, issue and deliver the Debt Securities
purchasable upon such exercise. If fewer than all of the Offered Warrants
represented by such Warrant Certificate are exercised, a new Warrant
Certificate will be issued for the remaining amount of Warrants.
PLAN OF DISTRIBUTION
GENERAL
The Company may sell the Securities through underwriters or dealers,
directly to purchasers or through agents or through a combination of any such
methods of sale. If an underwriter or underwriters are utilized in the sale,
the Company will execute an underwriting agreement with such underwriters and
the terms of the transaction will be set forth in the Prospectus Supplement,
which will be used by the underwriters to make resales of the Securities in
respect of which this Prospectus is delivered to the public.
In connection with the sale of the Securities, underwriters may receive
compensation from the Company or from purchasers of the Securities for whom
they may act as agents in the form of discounts, concessions or commissions.
Any underwriting compensation paid by the Company to underwriters or agents in
connection with the offering of the Securities, and any discounts, concessions
or commissions allowed by underwriters to participating dealers, and the names
of such underwriters, dealers and agents, will be set forth in the applicable
Prospectus Supplement to the extent required. Underwriters, dealers and agents
that participate in the distribution of Securities may be deemed to be
underwriters and any discounts or commissions received by them and any profit
on the resale of Securities by them may be deemed to be underwriting discounts
and commissions under the Securities Act of 1933, as amended (the "Act").
Under agreements which may be entered into by the Company, underwriters,
dealers and agents who participate in the distribution of the Securities may
be entitled to indemnification by the Company against certain liabilities,
including liabilities under the Act.
DELAYED DELIVERY ARRANGEMENTS
If so indicated in the Prospectus Supplement, the Company will authorize
underwriters or other persons acting as the Company's agents to solicit offers
by certain institutions to purchase the Securities from the Company pursuant
to contracts providing for payment and delivery on a future date. Institutions
with which such contracts may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and others, but in all cases such institutions must be
approved by the Company. The obligations of any purchaser under any such
contract will not be subject to any conditions except that (i) the purchase of
the Securities shall not at the time of delivery be prohibited under the laws
of the jurisdiction to which such purchaser is subject, and (ii) if the
Securities are also being sold to underwriters, the Company shall have sold to
such underwriters the Securities not sold for delayed delivery. The
underwriters and such other persons will not have any responsibility in
respect of the validity or performance of such contracts.
13
VALIDITY OF SECURITIES
Unless otherwise indicated in the Prospectus Supplement with respect to any
Securities, the validity of the Securities will be passed upon for the Company
by John W. Galiardo, Vice Chairman of the Board and General Counsel of the
Company, and for the underwriters by Sullivan & Cromwell, 125 Broad Street,
New York, New York 10004. As of December 31, 1994, Mr. Galiardo owned 42,506
shares of the Company's common stock, had options to acquire 213,950 shares
and was entitled to receive 9,702 shares under the Company's Stock Award Plan.
In addition, Mr. Galiardo had a vested interest, as of November 30, 1994,
under the Company's Savings Incentive Plan in 4,254 shares of the Company's
common stock and in 323 shares of the Company's Series B ESOP Convertible
Preferred Stock.
EXPERTS
The consolidated financial statements of the Company, incorporated by
reference into the Company's Annual Report on Form 10-K for the year ended
September 30, 1994 (the "1994 10-K"), and the related schedules thereto
included in the 1994 10-K, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements and
schedules are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
14
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS
SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS
NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
----
Use of Proceeds............................................................ S-2
Description of Debentures.................................................. S-2
Underwriting............................................................... S-4
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by Reference ........................... 2
The Company ............................................................... 3
Use of Proceeds ........................................................... 3
Selected Consolidated Financial Data ...................................... 4
Description of Debt Securities ............................................ 5
Description of Warrants.................................................... 12
Plan of Distribution ...................................................... 13
Validity of Securities .................................................... 14
Experts ................................................................... 14
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$100,000,000
BECTON, DICKINSON AND COMPANY
8.70% DEBENTURES
DUE JANUARY 15, 2025
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BECTON
DICKINSON
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GOLDMAN, SACHS & CO.
CS FIRST BOSTON
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