As filed with the Securities and Exchange Commission on December 1, 2000
Registration Statement No. 333-
Post-Effective Amendment No. 4 to Registration Statement No. 333-90443
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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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LEGGETT & PLATT, INCORPORATED
(Exact name of Registrant as specified in its charter)
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Missouri 44-0324630
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
No. 1 Leggett Road
Carthage, Missouri 64836
(417) 358-8131
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
----------------
Ernest C. Jett
Vice President, General Counsel and Secretary
Leggett & Platt, Incorporated
No. 1 Leggett Road
Carthage, Missouri 64836
(417) 358-8131
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
R. Randall Wang, Esq. Jonathan Birenbaum, Esq.
Bryan Cave LLP Paul, Hastings, Janofsky & Walker LLP
211 N. Broadway Ninth Floor
St. Louis, MO 63102-2750 1055 Washington Blvd.
(314) 259-2000 Stamford, CT 06901-2217
FAX (314) 259-2020 (203) 961-7400
FAX (203) 359-3031
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Approximate date of commencement of proposed sale to public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
Continued on next page
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If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, 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 of 1933, 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,
check the following box. [X]
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CALCULATION OF REGISTRATION FEE
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Proposed
Maximum
Aggregate Amount of
Title of Each Class of Securities Offering Registration
to be Registered Price (1)(2) Fee (3)
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Debt Securities............................. $500,000,000 $134,100
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(1) Estimated solely for the purposes of computing the registration fee
pursuant to Rule 457(o) of the rules and regulations under the Securities
Act of 1933.
(2) Or, if any Debt Securities are issued (i) with a principal amount
denominated in a foreign currency, such principal amount as shall result in
an aggregate initial offering price in equivalent of $500,000,000 at the
time of the initial offering, or (ii) at an original issue discount, such
greater principal amount as shall result in an aggregate initial offering
price of $500,000,000.
(3) $150,000,000 principal amount of Debt Securities was previously registered
on Registration Statement No. 333-90443 and is carried forward hereby
pursuant to Rule 429(b) under the Securities Act of 1933, as amended. The
amount of filing fee associated with the Debt Securities that was
previously paid with such earlier registration statement is $41,700;
accordingly, $92,400 is paid herewith.
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 that 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.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus contained herein will also be used in connection with the
Registration Statement No. 333-90443 previously filed by the Registrant on Form
S-3 and declared effective on November 15, 1999. This Registration Statement,
which is a new registration statement, also constitutes Post-Effective Amendment
No. 4 to Registration Statement No. 333-90443 and such Amendment shall become
effective concurrently with the effectivness of this Registration Statement and
in accordance with Section 8(c) of the Securities Act of 1933. This Registration
Statement and Registration Statement No. 333-90443 are collectively referred to
herein as the "Registration Statement."
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus supplement is not complete and may be +
+changed. We may not sell these securities until the registration statement +
+filed with the Securities and Exchange Commission is effective. This +
+prospectus supplement is not an offer to sell these securities, and it is not +
+soliciting an offer to buy these securities in any state where the offer or +
+sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED DECEMBER 1, 2000
PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED DECEMBER , 2000)
$500,000,000
[logos of leggett & platt]
Medium-Term Notes
-----------
Leggett & Platt, Incorporated may offer from time to time up to $500,000,000
of our medium-term notes. We will include the specific terms of any notes
offered in a pricing supplement to this prospectus supplement. Unless the
pricing supplement provides otherwise, the notes offered will have the
following general terms:
. The notes will mature . We will pay interest on
nine months or more fixed rate notes on
from the date of issue. April 1 or October 1
and at maturity.
. The notes will bear
interest at either a . We will pay interest on
fixed or floating rate. floating rate notes on
Floating rate interest the dates specified
will be based on any herein or in the
one of the following: applicable pricing
supplement.
. commercial paper rate
. The notes will be held
. prime rate in global form by The
Depository Trust
. LIBOR Company, unless
specified otherwise in
. treasury rate the applicable pricing
supplement.
. federal funds rate
. The notes will not be
. CD rate subject to redemption
and repurchase unless
. CMT rate otherwise specified in
the applicable pricing
. Eleventh District cost supplement.
of funds rate
. The notes will be in
. Any other rate minimum denominations
specified in the of $1,000 and in
applicablepricing integral multiples of
supplement $1,000.
-----------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus supplement, any pricing supplement hereto or the accompanying
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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Distributor's
Price to Commissions or
Public(1) Discounts(2) Proceeds to Company(2)(3)
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Per Note... 100% .125% - .825% 99.875% - 99.175%
Total...... U.S. $500,000,000 $625,000 - $4,125,000 $499,375,000 - $495,875,000
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(1) We will issue the notes at 100% of their principal amount, unless we
specify otherwise in the applicable pricing supplement.
(2) See "Supplemental Plan of Distribution."
(3) Assuming we issue the notes at 100% of their principal amount and before
deducting expenses.
We are offering the notes on a continuing basis through our agents, Bear,
Stearns & Co. Inc., Chase Securities Inc. or Goldman, Sachs & Co. or such
agents as we may name in an applicable prospectus supplement. Each agent has
agreed to use reasonable efforts to solicit offers to purchase the notes. We
may also sell notes at or above par to any agent, acting as principal. The
notes will not be listed on any securities exchange. The notes offered by this
prospectus supplement might not be sold. There might not be a secondary market
for the notes.
Bear, Stearns & Co. Inc.
Chase Securities Inc.
Goldman, Sachs & Co.
The date of this prospectus supplement is December , 2000
Table of Contents
Page
----
Prospectus Supplement
About this prospectus supplement; pricing supplements..................... S-3
Ratio of earnings to fixed charges........................................ S-4
Description of the notes.................................................. S-4
Special provisions relating to foreign currency notes..................... S-18
Foreign currency risks.................................................... S-19
United States federal income tax consequences............................. S-20
Supplemental plan of distribution......................................... S-29
Prospectus
Leggett & Platt, Incorporated............................................. 3
Cautionary statement regarding forward-looking statements................. 3
Ratio of earnings to fixed charges........................................ 4
Use of proceeds........................................................... 4
Description of debt securities............................................ 4
Plan of distribution...................................................... 12
Experts................................................................... 13
Where you can find more information about Leggett & Platt, Incorporated... 13
----------------
You should rely only on the information incorporated by reference or
provided in this prospectus supplement, the attached prospectus and the
applicable pricing supplement. We have not authorized anyone to provide you
with different information. We are only offering these securities in states
where the offer is permitted. You should assume that the information in this
prospectus supplement, the attached prospectus or the applicable pricing
supplement is accurate only as of the date on the front of the applicable
document.
S-2
ABOUT THIS PROSPECTUS SUPPLEMENT; PRICING SUPPLEMENTS
We may use this prospectus supplement, together with the attached prospectus
and a pricing supplement, to offer our medium-term notes, at various times. The
total initial public offering price of notes which may be offered under this
prospectus supplement is $500,000,000 or the equivalent amount in foreign or
composite currencies.
This prospectus supplement sets forth certain terms of the notes that we may
offer. It supplements the description of the debt securities contained in the
attached prospectus. If information in this prospectus supplement is
inconsistent with the prospectus, this prospectus supplement will apply and
will supersede that information in the prospectus.
Each time we issue notes we will deliver a pricing supplement to this
prospectus supplement. The pricing supplement will describe the notes being
offered and the terms of the offering. The pricing supplement may also add,
update or change information in this prospectus supplement or the attached
prospectus. Any information in the applicable pricing supplement, including any
changes in the method of calculating interest on any note, that is inconsistent
with this prospectus supplement will apply and will supersede that information
in this prospectus supplement.
It is important for you to read and consider all information contained in
this prospectus supplement and the attached prospectus and the applicable
pricing supplement in making your investment decision. You should also read and
consider the information in the documents referred to in "Where you can find
more information about Leggett & Platt, Incorporated" on page 13 of the
attached prospectus.
S-3
Ratio of earnings to fixed charges
The following table sets forth the ratio of earnings to fixed charges for
the periods indicated:
Nine months
ended
September 30, Year ended December 31,
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2000 1999 1998 1997 1996 1995
------------- ---- ---- ---- ---- ----
Ratio of earnings to fixed charges...... 7.0 9.8 9.6 9.6 7.8 7.0
--- --- --- --- --- ---
Earnings consist principally of income from continuing operations before
income taxes, plus fixed charges. Fixed charges consist principally of interest
costs.
Description of the notes
General
The following summary of certain terms of the notes is not complete. You
should refer to the indenture with The Chase Manhattan Bank, as trustee, under
which the notes will be issued and the related forms of notes. A copy of the
indenture is filed as exhibit 4.1 and copies of the forms of notes are filed as
exhibits 4.2, 4.3 and 4.4 to our registration statements filed with the
Securities and Exchange Commission (File Nos. 333- and 333-90443) covering
the notes. Some of the terms used in this prospectus supplement are defined
beginning on page S-15. A number of terms used but not defined in this
prospectus supplement have the same meanings as in the indenture.
The notes will constitute one series of debt securities issued under the
indenture. They will rank equally with all of our other unsecured and
unsubordinated debt. See "Description of debt securities" beginning on page 4
in the attached prospectus for a description of the general terms of the debt
securities.
We will offer the notes on a continuing basis. Each note will mature nine
months or more from its date of issue, as agreed between us and the initial
purchaser.
The notes may bear interest at a fixed rate or a floating rate. Interest on
floating rate notes will be determined, and adjusted periodically, using an
interest rate basis or quotation, adjusted by any spread or spread multiplier.
See "Interest and interest rates" below for a discussion of the interest rates.
Denominations
Unless the applicable pricing supplement specifies otherwise, the notes will
be denominated in U.S. dollars and payments of principal and interest on the
notes will be made in U.S. dollars. If denominated in U.S. dollars, the notes
will be issued in denominations of $1,000 and multiples of $1,000 greater than
$1,000. The applicable pricing supplement will set forth the authorized
denominations of notes not denominated in U.S. dollars. The pricing supplement
will also state any exchange rate information and whether the note's principal,
premium, if any, and interest may be payable at the holder's or our option in a
denomination different from that of the note. See "Special provisions relating
to foreign currency notes" beginning on page S-18 below for a more detailed
discussion.
Registration, transfer and exchange
Each note will be issued in fully registered form without coupons. Each note
will be issued either in definitive form or in global form. Unless otherwise
provided in an applicable pricing supplement, the notes will be issued in book-
entry form only through the facilities of The Depository Trust Company, which
we refer to as DTC, and will be registered in the name of the nominee of DTC.
Transfers or exchanges of the notes may only be effected through a
participating member of DTC. So long as DTC or its nominee is the registered
owner of a note, DTC or such nominee, as the case may be, will be considered
the sole owner or holder of the note for all purposes under the indenture.
Except as set forth in the prospectus under "Description of debt securities--
Global securities" beginning on page 6, no note issued in book-entry form will
be issuable in certificated form.
S-4
Interest and interest rates
The applicable pricing supplement will designate whether a particular note
is a fixed rate note or a floating rate note. In the case of a floating rate
note, the applicable pricing supplement will also specify whether the note will
bear interest based on the commercial paper rate, the prime rate, LIBOR, the
treasury rate, the federal funds rate, the CD rate, the CMT rate, the Eleventh
District cost of funds rate or on another interest rate quotation or formula
set forth in the applicable pricing supplement. In addition, a floating rate
note may bear interest at the lowest, highest or average of two or more
interest rate quotations.
We will select an interest rate or interest rate quotations for each issue
of notes based on market conditions at the time of issuance. In doing so, we
will take into account, among other things, expectations concerning the level
of interest rates that will prevail during the period the notes will be
outstanding, the relative attractiveness of the interest rate or interest rate
quotation to prospective investors and our financial needs. Unless otherwise
specified in the applicable pricing supplement, The Chase Manhattan Bank will
act as calculation agent with respect to any floating rate notes.
We may change the interest rates, or interest rate quotations at various
times. No such change will affect any note already issued or for which we have
accepted an offer to purchase.
The rate of interest on floating rate notes will reset monthly, quarterly,
semi-annually or annually. The interest reset dates will be specified in the
applicable pricing supplement and on the face of each note. The pricing
supplement will also specify any spread, spread multiplier, maximum interest
rate or minimum interest rate that applies for a floating rate note. The
pricing supplement relating to an offering of notes may also specify, where
applicable, the calculation dates, index maturity, initial interest rate,
interest determination dates, interest payment dates, interest reset dates and
regular record dates for each note. See "--Definitions" beginning on p. S-15
for definitions of those terms. The interest rate on the notes will not be
higher than the maximum rate permitted by applicable law.
Each interest bearing note will accrue interest from and including the date
of issue or the most recent interest payment date for which interest has been
paid or provided. The notes will bear interest until the principal is paid or
made available for payment. We will make any interest payments in the amount of
interest accrued in the manner described up to but excluding the applicable
interest payment date.
We will pay any interest at each interest payment date and at maturity. We
will pay interest to the person in whose name a note is registered at the close
of business on the regular record date preceding the interest payment date.
However, we will pay interest at maturity to the person to whom principal is
payable. For book-entry notes, this person will be the depositary for both
kinds of payments. Interest on a note will be payable on the first interest
payment date following its date of issue. However, if the date of a note's
issue is on or after the regular record date for that interest payment date,
interest will be payable beginning on the second interest payment date
following the note's issue. See "Description of debt securities--Payment and
paying agents" in the prospectus on page 6 for a discussion of the procedures
for payment of principal, premium (if any) and interest.
Fixed rate notes
The applicable pricing supplement relating to a fixed rate note will
designate a fixed annual interest rate payable on the fixed rate note. Unless
the applicable pricing supplement indicates otherwise, the interest payment
dates for the fixed rate notes will be April 1 and October 1 of each year and
at maturity. The regular record dates for the fixed rate notes will be the
fifteenth day (whether or not a business day) next preceding the April 1 and
October 1 interest payment dates. If the interest payment date is not a
business day, the interest payments will be made on the next business day.
Unless the applicable pricing supplement indicates otherwise, interest on fixed
rate notes will be computed on the basis of a 360-day year of twelve 30-day
months.
S-5
Floating rate notes
Upon the request of a registered holder of a floating rate note, the
calculation agent will provide the interest rate then in effect. The
calculation agent will also provide any new interest rate that will become
effective as a result of a determination the calculation agent has made on the
most recent interest determination date with respect to that floating rate
note.
The calculation agent will calculate accrued interest on a floating rate
note by multiplying the principal amount of the note by an accrued interest
factor. The calculation agent will compute the accrued interest factor by
adding the interest factors calculated for each day in the accrual period.
Unless the applicable pricing supplement specifies otherwise, the calculation
agent will compute the interest factor for each day by dividing the interest
rate for that day by (a) the actual number of days in the year, in the case of
CMT rate notes or treasury rate notes or (b) 360, in the case of all other
floating rate notes.
The interest rate on a floating rate note in effect on any day will be:
(a) if the day is an interest reset date, the interest rate for the interest
determination date for that interest reset date, or
(b) if the day is not an interest reset date, the interest rate for the
interest determination date for the preceding interest reset date.
However, the interest rate on a floating rate note from its issue date up to
but not including the first interest reset date for the note will be the
initial interest rate set forth in the applicable pricing supplement. The
interest rate is subject to adjustment by any spread or a spread multiplier and
to any maximum interest rate or minimum interest rate limitation. However, the
interest rate for the ten calendar days prior to the date of maturity will be
the one in effect on the tenth calendar day before maturity.
All percentages resulting from any calculation of floating rate notes will
be rounded to the nearest one-hundred thousandth of a percentage point, with
five one-millionths of a percentage point rounded upwards (e.g., 9.876545%, or
.09876545, being rounded to 9.87655%, or .0987655, and 9.876544%, or .09876544,
being rounded to 9.87654%, or .0987654), and all dollar amounts used in or
resulting from this calculation will be rounded to the nearest cent, or, in the
case of foreign currency notes, the smallest whole unit of the specified
currency (with one-half cent or unit being rounded upwards).
Commercial paper rate notes
Commercial paper rate notes will bear interest at the interest rates,
calculated with reference to the commercial paper rate and any spread or spread
multiplier, specified on the face of the commercial paper rate note and in the
applicable pricing supplement.
Unless the applicable pricing supplement indicates otherwise, the
"commercial paper rate" for any commercial paper interest determination date is
the money market yield of the rate on that date for commercial paper having the
index maturity specified in the pricing supplement as published in H.15(519)
prior to 9:00 A.M., New York City time, on the calculation date relating to
that commercial paper interest determination date under the heading "Commercial
Paper--Nonfinancial."
The following procedures will be followed if the commercial paper rate
cannot be determined as described above:
. If the above rate is not published in H.15(519) by 9:00 A.M., New York
City time, on the calculation date, then the commercial paper rate will
be the money market yield of the rate on that commercial paper rate
interest determination date for commercial paper having the index
maturity designated in the pricing supplement, as published in H.15 Daily
Update under the heading "Commercial Paper--Nonfinancial."
S-6
. If that rate is not published in H.15(519), H.15 Daily Update, or another
recognized electronic source by 3:00 P.M., New York City time, on the
calculation date, then the calculation agent will determine (after
consultation with us) the commercial paper rate to be the money market
yield of the arithmetic mean of certain offered rates of three leading
dealers of commercial paper in New York City as of 11:00 A.M., New York
City time, on that commercial paper rate interest determination date.
These offered rates will be for commercial paper having the index
maturity specified in the pricing supplement for an industrial issuer
whose bond rating is "Aa", or the equivalent, from a nationally
recognized rating agency. We will select the three dealers referred to
above, which may include the agents or their affiliates.
. If fewer than three dealers selected by us are quoting as mentioned
above, the commercial paper rate will remain the commercial paper rate
then in effect on the immediately preceding commercial paper rate
interest determination date, or if no such rate is in effect, the
interest rate on the note will be the initial interest rate.
Prime rate notes
A prime rate note will bear interest at the interest rate, calculated with
reference to the prime rate plus or minus any spread or spread multiplier,
specified on the face of the prime rate note and in the applicable pricing
supplement. Unless the applicable pricing supplement indicates otherwise, the
"prime rate" for any prime rate interest determination date is the prime rate
on that date, as published in H.15(519) by 9:00 A.M., New York City time, on
the calculation date relating to that prime rate interest determination date
under the heading "Bank Prime Loan."
The following procedures will be followed if the prime rate cannot be
determined as described above:
. If the above rate is not published in H.15(519) by 9:00 A.M., New York
City time, on the calculation date, then the prime rate will be the rate
on that prime rate interest determination date as published in H.15 Daily
Update or another recognized electronic source used for the purpose of
displaying such rate under the caption "Bank Prime Loan."
. If that rate is not published in H.15(519), H.15 Daily Update, or another
recognized electronic source by 3:00 P.M., New York City time, on the
calculation date, then the calculation agent will determine the prime
rate to be the arithmetic mean of the interest rates publicly announced
by each bank that appears on the Reuters Screen USPRIME1 Page. For each
bank, those announced rates will be that bank's prime rate or base
lending rate in effect for that prime rate interest determination date at
11:00 A.M. New York City time.
. If fewer than four of those rates but more than one such rate appear on
the Reuters Screen USPRIME1 Page for that prime rate interest
determination date, then the prime rate will be the arithmetic mean of
the announced prime rates or base lending rates quoted (on the basis of
the actual number of days in the year divided by 360) by at least two
major money center banks in New York City as of the close of business on
that prime rate interest determination date. The calculation agent will
select the banks referred to above (after consultation with us), which
may include the agents or their affiliates.
. If fewer than two such rates appear on the Reuters Screen USPRIME1 Page,
the calculation agent will determine the prime rate on the basis of the
rates furnished in New York City by three substitute banks or trust
companies organized and doing business under the laws of the United
States, or any state thereof, in each case having total equity capital of
at least U.S. $500,000,000 and being subject to supervision or
examination by Federal or state authority, selected by the calculation
agent (after consultation with us) to provide such rate or rates.
. If the banks selected are not quoting as mentioned above, the prime rate
will remain the prime rate then in effect on the immediately preceding
prime rate interest determination date, or if no such rate is in effect,
the interest rate on the note will be the initial interest rate.
S-7
LIBOR notes
A LIBOR note will bear interest at the interest rate (calculated with
reference to LIBOR and any spread or spread multiplier) specified on the face
of the LIBOR note and in the applicable pricing supplement.
Unless the applicable pricing supplement indicates otherwise, the
calculation agent will determine LIBOR as follows:
On the second London business day prior to the LIBOR rate interest
determination date:
. If "LIBOR Reuters" is specified in the applicable pricing supplement,
LIBOR will be the arithmetic mean of the offered rates for deposits in
U.S. dollars for the period having the index maturity specified,
commencing on the interest reset date, which appear on the Reuters Screen
LIBO page ("LIBOR Reuters") as of 11:00 A.M., London time, on that LIBOR
rate interest determination date, if at least two of those offered rates
appear on the designated LIBOR page.
. If "LIBOR Telerate" is specified in the applicable pricing supplement,
LIBOR will be a certain offered rate for deposits in U.S. dollars having
the index maturity specified on the Telerate Page 3750 as of 11:00 A.M.,
London time, on that LIBOR rate interest determination date ("LIBOR
Telerate").
. If neither "LIBOR Reuters" nor "LIBOR Telerate" is specified in the
applicable pricing supplement as the method for calculating LIBOR, LIBOR
will be calculated as if "LIBOR Telerate" had been specified.
On any LIBOR rate interest determination date on which fewer than two of
those offered rates appear or no rate appears, as applicable, on the designated
LIBOR page, the calculation agent will determine LIBOR as follows:
. LIBOR will be determined on the basis of the offered rates at which
deposits in U.S. dollars for the period having the index maturity
specified in the applicable pricing supplement beginning on the
applicable interest reset date and in a principal amount of not less than
$1,000,000 that is representative for a single transaction in that index
currency in that market are quoted at that time by four major banks in
the London interbank market (which may include the agents or their
affiliates) at approximately 11:00 A.M., London time, on that LIBOR rate
interest determination date to prime banks in the London interbank
market. The calculation agent (after consultation with us) will select
the four banks and request the principal London office of each of those
banks to provide the calculation agent a quotation of its rate. If at
least two quotations are provided, LIBOR on that LIBOR rate interest
determination date will be the arithmetic mean of those quotations.
. If fewer than two of those quotations are provided as mentioned above,
LIBOR on that LIBOR rate interest determination date will be the
arithmetic mean of the rates quoted at approximately 11:00 A.M., New York
City time, on that LIBOR rate interest determination date by three major
banks in the City of New York (which may include the agents or their
affiliates) for loans in U.S. dollars to leading European banks, having
the index maturity specified in the applicable pricing supplement and in
a principal amount of not less than $1,000,000 that is representative for
a single transaction in that market at that time. The calculation agent
(after consultation with us) will select the three banks referred to
above.
. If the banks selected by the calculation agent are not quoting as
mentioned above, LIBOR will remain LIBOR then in effect on the
immediately preceding LIBOR rate interest determination date, or if no
such rate is in effect, the interest rate on the note will be the initial
interest rate.
Treasury rate notes
A treasury rate note will bear interest at the interest rate (calculated
with reference to the treasury rate and any spread or spread multiplier)
specified on the face of the treasury rate note and in the applicable pricing
supplement.
S-8
Unless the applicable pricing supplement indicates otherwise, "treasury
rate" for any treasury rate interest determination date means the rate from
the most recent treasury bill auction having the index maturity specified in
the pricing supplement. That rate will be the one that appears on page 56 or
page 57 or any other page that may replace these pages on Bridge Telerate,
Inc. or any successor service under the heading "Investment Rate."
The following procedures will be followed if the treasury rate cannot be
determined as described above:
. If the above rate is not displayed on the relevant page by 3:00 P.M., New
York City time, on the calculation date, the treasury rate will be the
auction average rate for that auction as otherwise announced by the
United States Department of the Treasury. The auction average rate will
be expressed as a bond equivalent on the basis of a year of 365 or 366
days, as applicable, and applied on a daily basis.
. If the results of the auction of treasury bills having the index maturity
specified in the pricing supplement are not published or reported as
provided above by 3:00 P.M., New York City time, on the calculation date,
or if no auction is held in a particular week, then the treasury rate
will be the rate as published in H.15(519) under the heading "U.S.
Government Securities/Treasury Bills/Secondary Market."
. If the rate described in the previous item is not published by 3:00 P.M.,
New York City time, on the calculation date, then the calculation agent
will determine the treasury rate to be a yield to maturity of the
arithmetic mean of the secondary market bid rates, as of approximately
3:30 P.M., New York City time, on that treasury rate interest
determination date. The bid rates will be those of three leading primary
U.S. government securities dealers in New York City for the issue of
Treasury bills with a remaining maturity closest to the index maturity
specified in the pricing supplement. The rates will be expressed as a
bond equivalent on the basis of a year of 365 or 366 days, as applicable,
and applied on a daily basis. The calculation agent (after consultation
with us) will select the three dealers referred to above, which may
include the agents or their affiliates.
. If fewer than three dealers selected by the calculation agent are quoting
as mentioned above, the treasury rate will remain the treasury rate then
in effect on the immediately preceding treasury rate interest
determination date, or if no such rate is in effect, the interest rate on
the note will be the initial interest rate.
Federal funds rate notes
A federal funds rate note will bear interest at the interest rate
calculated with reference to the federal funds rate and any spread or spread
multiplier, as specified on the face of the federal funds rate note and in the
applicable pricing supplement.
Unless the applicable pricing supplement indicates otherwise, the "federal
funds rate" for any federal funds rate interest determination date is the rate
on that day for federal funds as published in H.15(519) prior to 3:00 P.M.,
New York City time under the heading "Federal Funds (Effective)" as displayed
on Telerate Page 120 (or any other page as may replace such page on such
service) on the calculation date relating to that federal funds rate interest
determination date.
The following procedures will be followed if the federal funds rate cannot
be determined as described above:
. If the above rate is not published in H.15(519) or displayed on Telerate
Page 120 by 3:00 P.M., New York City time, on the calculation date, the
federal funds rate will be the rate on that federal funds rate interest
determination date for U.S. dollar federal funds, as published in H.15
Daily Update or another recognized electronic source used for the purpose
of displaying such rate under the heading "Federal Funds (Effective)."
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. If that rate is not published in H.15(519), H.15 Daily Update, or
displayed on Telerate Page 120 or another recognized electronic source
used for the purpose of displaying such rate by 3:00 P.M., New York City
time, on the calculation date, then the calculation agent will determine
the federal funds rate to be the arithmetic mean of the rates for the
last transaction in overnight federal funds as of 11:00 A.M., New York
City time, on that federal funds rate interest determination date. The
rates will be ones arranged by three leading brokers of federal funds
transactions in New York City. The calculation agent (after consultation
with us) will select the three brokers referred to above.
. If fewer than three brokers selected by the calculation agent are quoting
as mentioned above, the federal funds rate will remain the federal funds
rate then in effect on the immediately preceding federal funds rate
interest determination date, or if no such rate is in effect, the
interest rate on the note will be the initial interest rate.
CD rate notes
A CD rate note will bear interest at the interest rate (calculated with
reference to the CD rate and any spread or spread multiplier) specified in the
CD rate note and in the applicable pricing supplement.
Unless the applicable pricing supplement indicates otherwise, the "CD rate"
for any CD rate interest determination date is the rate on that date for
negotiable certificates of deposit having the index maturity specified in the
pricing supplement, as published in H.15(519) prior to 3:00 P.M., New York City
time under the heading "CDs (Secondary Market)," on the calculation date
relating to that CD rate interest determination date.
The following procedures will be followed if the CD rate cannot be
determined as described above:
. If the above rate is not published by 3:00 P.M., New York City time, on
the calculation date, the CD rate will be the rate on that CD rate
interest determination date for negotiable certificates of deposit of the
index maturity specified in the pricing supplement as published in H.15
Daily Update or another recognized electronic source for the purpose of
displaying such rate under the caption "CDs (Secondary Market)."
. If that rate is not published in H.15(519), H.15 Daily Update, or another
recognized electronic source by 3:00 P.M., New York City time, on the
calculation date, then the calculation agent will determine the CD rate
to be the arithmetic mean of certain secondary market offered rates as of
10:00 A.M., New York City time, on that CD rate interest determination
date. The offered rates will be ones quoted by three leading nonbank
dealers in negotiable U.S. dollar certificates of deposit in New York
City. The dealers will provide quoted rates for negotiable certificates
of deposit in an amount that is representative for a single transaction
in the market at that time of major U.S. money market banks of the
highest credit standing (in the market for negotiable certificates of
deposit) with a remaining maturity closest to the index maturity
designated in the applicable pricing supplement. The calculation agent
(after consultation with us) will select the three dealers referred to
above.
. If fewer than three dealers are quoting as mentioned above, the CD rate
will remain the CD rate then in effect on the immediately preceding CD
rate interest determination date, or if no such rate is in effect, the
interest rate on the note will be the initial interest rate.
CMT rate notes
The "CMT Rate" for any interest determination date is the rate displayed on
Bridge Telerate, Inc. (or any successor service) on the designated CMT Telerate
page (or any other page that may replace such page on that service) by 3:00
P.M., New York City time, on the calculation date for that interest
determination date under the caption ". . . Treasury Constant Maturities . . .
Federal Reserve Board Release H.15 . . . Mondays Approximately 3:45 P.M.,"
under the column for the index maturity described in the related pricing
supplement for:
(i) if the designated CMT Telerate page is 7051, such interest
determination date; or
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(ii) if the designated CMT Telerate page is 7052, the week, or the month,
in the related pricing supplement, ended immediately preceding the
week in which the related interest determination date occurs.
The following procedures will be used if the CMT rate cannot be determined
as described above:
. If the rate is not displayed on the relevant page by 3:00 P.M., New York
City time, on the calculation date, then the CMT rate will be the
Treasury constant maturity rate for the index maturity, as published in
H.15(519).
. If that rate is not published in H.15(519) by 3:00 P.M., New York City
time, on the calculation date, then the CMT rate will be the Treasury
constant maturity rate (or other United States Treasury rate) for the
index maturity for the interest determination date as may then be
published by either the Board of Governors of the Federal Reserve System
or the United States Department of the Treasury that the calculation
agent reasonably determines to be comparable to the rate formerly
displayed on the designated CMT Telerate page and published in H.15(519).
. If that information is not provided by 3:00 P.M., New York City time, on
the calculation date, then the calculation agent will determine the CMT
rate to be a yield to maturity based on the arithmetic mean of the
secondary market closing offer side prices, as of approximately 3:30
P.M., New York City time, on the interest determination date reported,
according to their written records, by three leading primary United
States government securities dealers or, "reference dealers," in the City
of New York (which may include the agents or their affiliates). The
calculation agent (after consultation with us) will select five reference
dealers and will eliminate the highest quotation (or, in the event of
equality, one of the highest quotations) and the lowest quotation (or, in
the event of equality, one of the lowest quotations), for the most
recently issued Treasury notes that are direct noncallable fixed rate
obligations of the United States with an original maturity of
approximately the index maturity and a remaining term to maturity of not
less than the index maturity minus one year.
. If the calculation agent cannot obtain three Treasury note quotations,
the calculation agent will determine the CMT rate to be a yield to
maturity based on the arithmetic mean of the secondary market offer side
prices as of approximately 3:30 P.M., New York City time, on the interest
determination date of three reference dealers in New York City (selected
using the same method described above) for Treasury notes with an
original maturity of the number of years that is the next highest to the
index maturity and a remaining term to maturity closest to the index
maturity and in an amount of at least $100,000,000.
. If three or four but not five reference dealers are quoting as described
above, then the CMT rate will be based on the arithmetic mean of the
offered rates obtained and neither the highest nor the lowest of those
quotations will be eliminated.
. If fewer than three reference dealers selected by the calculation agent
are quoting as described above, the CMT rate will remain the CMT rate
then in effect on the immediately preceding CMT rate interest
determination date, or if no such rate is in effect, the interest rate on
the note will be the initial interest rate.
Eleventh District cost of funds rate notes
The "Eleventh District cost of funds rate" for any interest determination
date is the rate equal to the monthly weighted average cost of funds for the
calendar month immediately preceding the month in which the interest
determination date occurs as displayed on the Telerate Page 7058 by 11:00 A.M.,
San Francisco time, on the calculation date for that interest determination
date under the caption "Eleventh District."
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The following procedures will be used if the Eleventh District cost of funds
rate cannot be determined as described above:
. If the rate is not displayed on the relevant page by 11:00 A.M., San
Francisco time, on the calculation date, then the Eleventh District cost
of funds rate will be the monthly weighted average cost of funds paid by
member institutions, of the Eleventh Federal Home Loan Bank District as
announced by the Federal Home Loan Bank of San Francisco for the month
preceding the date of announcement.
. If no announcement was made relating to the month preceding the interest
determination date, the Eleventh District cost of funds rate will remain
the Eleventh District cost of funds rate then in effect on the
immediately preceding interest determination date, or if no such rate is
in effect, the interest rate on the note will be the initial interest
rate.
Indexed notes
We may issue notes as indexed notes, as indicated in the applicable pricing
supplement. Holders of indexed notes may receive a principal amount at maturity
that is greater than or less than the face amount of the notes depending upon
the fluctuation of the relative value, rate or price of the specified index.
The applicable pricing supplement will describe specific information relating
to the method for determining the principal amount payable at maturity, a
historical comparison of the relative value, rate or price of the specified
index and the face amount of the indexed note and certain additional U.S.
federal tax considerations.
Original issue discount notes
We may issue notes as original issue discount notes, as indicated in the
applicable pricing supplement, and no interest will be payable prior to the
maturity of such notes. An original issue discount note is issued at a price
lower than the principal amount of that note. If there is a redemption or
acceleration of the maturity of an original issue discount note, the amount
payable to the holder of the note will be determined under the terms of the
note, but will be less than the amount payable at the maturity of the note. In
addition, a note issued at a discount may, for U.S. federal income tax
purposes, be considered an original issue discount note, regardless of the
amount payable upon redemption or acceleration of maturity of that note. See
"United States Federal income tax consequences--Original issue discount" on
page S-21 for a discussion of the income tax provisions.
Zero-coupon notes
We may issue notes in the form of original issue discount notes that do not
provide any periodic payments of interest. The specific terms of any zero-
coupon notes will be set forth in the applicable pricing supplement.
Renewable notes
We may also issue from time to time variable rate renewable notes that will
bear interest at the interest rate (calculated with reference to a base rate
and the spread and/or spread multiplier, if any) specified in the renewable
notes and in the applicable pricing supplement.
The renewable notes will mature on an initial maturity date that is an
interest payment date as specified in the applicable pricing supplement, unless
the maturity of all or any portion of the principal amount thereof is extended
in accordance with the procedures described below. Each interest payment date
in April and October in each year will be an election date (unless different
interest payment dates are specified in the applicable pricing supplement), and
the maturity of the renewable notes will be extended to the interest payment
date occurring twelve months after such election date, unless you elect to
terminate the automatic extension of the maturity of the renewable notes (or of
any portion thereof having a principal amount of $1,000 or any multiple of
$1,000 in excess thereof) by delivering a notice to such effect to the paying
agent not less than nor more than a number of days to be specified in the
applicable pricing supplement prior to such election date. Such option may be
exercised with respect to less than the entire principal amount of the
renewable notes; provided that the principal amount for which such option is
not exercised is at least $1,000 or any larger amount that is an integral
multiple of $1,000.
S-12
However, we may not extend the maturity of the renewable notes beyond the
final maturity date, as specified in the applicable pricing supplement. If you
elect to terminate the automatic extension of the maturity of any portion of
the principal amount of the renewable notes and you do not revoke such election
as described below, such portion will become due and payable on the interest
payment date falling six months (unless another period is specified in the
applicable pricing supplement) after the election date prior to which you made
such election.
You may revoke your election to terminate the automatic extension of
maturity as to any portion of the renewable notes having a principal amount of
$1,000 or any multiple of $1,000 in excess thereof by delivering a notice to
such effect to the paying agent on any day following the effective date of the
election to terminate the automatic extension of maturity and prior to the date
15 days before the date on which such portion would otherwise mature. Such a
revocation may be made for less than the entire principal amount of the
renewable notes for which the automatic extension of maturity has been
terminated; provided that the principal amount of the renewable notes for which
the automatic extension of maturity has been terminated and for which such a
revocation has not been made is at least $1,000 or any larger amount that is an
integral multiple of $1,000. However, a revocation may not be made during the
period from and including a record date to but excluding the immediately
succeeding interest payment date.
Your election to terminate the automatic extension of the maturity of the
renewable notes, if you or any subsequent holder do not revoke as described
above, will be binding upon such subsequent holder.
We may redeem the renewable notes in whole or in part at our option on or
commencing with the date or dates specified in the applicable pricing
supplement. We will redeem the renewable notes at the redemption price stated
in the applicable pricing supplement, together with accrued and unpaid interest
to the date of redemption. Notwithstanding anything to the contrary in this
prospectus supplement, we will provide notice of redemption by mailing a notice
of such redemption to each holder by first class mail, postage prepaid, at
least 180 days prior to the date fixed for redemption.
Amortizing notes
We may from time to time offer amortizing notes on which a portion or all
the principal amount is payable prior to the stated maturity in accordance with
a schedule, by application of a formula, or by reference to an index. Further
information concerning additional terms and conditions of any amortizing notes,
including terms for repayment thereof, will be set forth in the applicable
pricing statement.
Extension of maturity
The pricing supplement relating to some notes (other than an amortizing
note) may provide that we have the option to extend the maturity of such notes
for an extension period of one or more periods of one or more whole years up to
but not beyond the final maturity date set forth in such pricing supplement. If
we have such an option with respect to any such extendible note, the following
procedures will apply, unless modified as set forth in the applicable pricing
supplement.
We may exercise such option with respect to an extendible note by notifying
the paying agent of such exercise at least 45 but not more than 60 days prior
to the maturity date originally in effect with respect to such note or, if the
maturity date of such note has already been extended, prior to the maturity
date then in effect. No later than 38 days prior to the original maturity date
or an extended maturity date, as the case may be, the paying agent will mail to
the holder of such note an extension notice relating to such extension period,
by first class mail, postage prepaid, setting forth:
(a) our election to extend the maturity of such note;
(b) the new extended maturity date;
(c) the interest rate applicable to the extension period (which, in the case
of a floating rate note, will be calculated with reference to a base rate and
the spread and/or spread multiplier, if any); and
S-13
(d) the provisions, if any, for redemption during the extension period,
including the date or dates on which, the period or periods during which and
the price or prices at which such redemption may occur during the extension
period.
Upon the mailing by the paying agent of an extension notice to the holder of
an extendible note, the maturity of such note will be extended automatically,
and, except as modified by the extension notice and as described in the next
paragraph, such note will have the same terms it had prior to the mailing of
such extension notice.
Notwithstanding the foregoing, not later than 10:00 A.M., New York City
time, on the twentieth calendar day prior to the maturity date then in effect
for an extendible note (or, if such day is not a business day, not later than
10:00 A.M., New York City time, on the immediately succeeding business day), we
may at our option, revoke the interest rate provided for in the extension
notice and establish a higher interest rate (or, in the case of a floating rate
note, a higher spread and/or spread multiplier, if any) for the extension
period by causing the paying agent to send notice of such higher interest rate
(or, in the case of a floating rate note, a higher spread and/or spread
multiplier, if any) to the holder of such note by first class mail, postage
prepaid, or by such other means as agreed to by the paying agent and us. Such
notice shall be irrevocable. All extendible notes with respect to which the
maturity date is extended in accordance with an extension notice will bear such
higher interest rate (or, in the case of a floating rate note, a higher spread
and/or spread multiplier, if any) for the extension period, whether or not
tendered for repayment.
If we elect to extend the maturity of an extendible note the holder of such
note will have the option to require us to repay such note on the maturity date
then in effect at a price equal to the principal amount thereof plus any
accrued and unpaid interest to such date. In order for an extendible note to be
repaid on such maturity date, the holder thereof must follow the procedures set
forth below under "Repayment and repurchase" for optional repayment, except
that the period for delivery of such note or notification to the paying agent
shall be at least 25 but not more than 35 days prior to the maturity date then
in effect and except that a holder who has tendered an extendible note for
repayment pursuant to an extension notice may, by written notice to the paying
agent, revoke any such tender for repayment until 3:00 P.M., New York City
time, on the twentieth calendar day prior to the maturity date then in effect
(or if such day is not a business day, until 3:00 P.M., New York City time, on
the immediately succeeding business day).
Redemption
We will not redeem any note prior to the redemption date fixed at the time
of sale and set forth in the applicable pricing supplement, unless the note
provides otherwise. If we can redeem the note, we may, at our option, redeem
the related note wholly or partially in increments of $1,000. If we choose to
redeem the note, we will do so at a redemption price equal to the entire
principal amount to be redeemed, together with interest payable to the date of
redemption. We must give notice of this redemption not more than 60 nor less
than 30 days prior to the redemption date. The notes will not have a sinking
fund unless the applicable pricing supplement specifies otherwise.
Repayment and repurchase
Although notes will not generally be repayable at the option of the holder
prior to maturity, in the pricing supplement relating to a note, we may specify
that such note will be repayable at the option of the holder on a date or dates
specified prior to maturity at a price or prices set forth in the applicable
pricing supplement, together with accrued interest to the date of repayment.
Unless otherwise specified in the applicable pricing supplement, in order
for a note to be repaid, the paying agent must receive at least 30, but not
more than 45, days, prior to the repayment date (i) the note with the form
entitled "Option to Elect Repayment" on the reverse of the note duly completed
or (ii) a telegram, telex, facsimile transmission or a letter from a member of
a national securities exchange or the National Association of Securities
Dealers, Inc. or a commercial bank or trust company in the United States of
America setting forth the name of the holder of the note, the principal amount
of the note, the principal amount of the
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note to be repaid, the certificate number or a description of the tenor and
terms of the note, a statement that the option to elect repayment is being
exercised thereby and a guarantee that the note to be repaid with the form
entitled "Option to Elect Repayment" on the reverse of the note duly completed
will be received by the paying agent not later than five business days after
the date of such telegram, telex, facsimile transmission or letter and such
note and form duly completed are received by the paying agent by such fifth
business day. Except in the case of renewable notes or extendible notes, and
unless otherwise specified in the applicable pricing supplement, exercise of
the repayment option by the holder of a note shall be irrevocable. The
repayment option may be exercised by the holder of a note for less than the
entire principal amount of the note provided that the principal amount of the
note remaining outstanding after repayment is an authorized denomination.
If a note is a book-entry note, DTC's nominee will be the holder of such
note and therefore will be the only entity that can exercise a right to
repayment. In order to ensure that DTC's nominee will timely exercise a right
to repayment with respect to a particular note, the beneficial owner of such
note must instruct the broker or other direct or indirect participant through
which it holds an interest in such note to notify DTC of its desire to exercise
a right to repayment. Different firms have different cut-off times for
accepting instructions from their customers and, accordingly, each beneficial
owner should consult the broker or other direct or indirect participant through
which it holds an interest in a note in order to ascertain the cut-off time by
which such an instruction must be given in order for timely notice to be
delivered to DTC.
Purchase of Notes by Leggett & Platt
We may at any time purchase notes at any price in the open market or
otherwise. We may hold, resell or surrender to the trustee for cancellation any
notes we purchase.
Other provisions; addenda
Any provisions relating to any note may be modified as specified under
"Other Provisions" on the face of that note or in an addendum relating to that
note. These provisions might include the determination of an interest rate
basis, the calculation of the interest rate applicable to a floating rate note,
and the specification of one or more interest rate bases, the interest payment
dates, the maturity or any other variable term relating to that note.
Definitions
Set forth below are definitions of some of the terms used in this prospectus
supplement and not defined in the attached prospectus.
"business day" means any day, other than a Saturday or Sunday, that meets
each of the following applicable requirements. The day is:
(a) not a day on which banking institutions are authorized or required by
law or regulation to be closed in New York City;
(b) with respect to LIBOR notes, a London business day.
"calculation agent" means the agent we appoint to calculate interest rates
for floating rate notes. The pricing supplement will state who will act as
calculation agent.
"calculation date" means, with respect to any interest determination date,
the date on which the calculation agent is to calculate an interest rate for a
floating rate note. Unless the pricing supplement specifies otherwise, the
calculation date relating to an interest determination date for a floating rate
note will be the first to occur of (a) the tenth calendar day after that
interest determination date, or, if that day is not a business day, the next
succeeding business day or (b) the business day preceding the applicable
interest payment date or maturity of that note, as the case may be. However,
LIBOR will be calculated on the LIBOR rate interest determination date.
S-15
"designated LIBOR currency" means the currency, if any, designated in a
LIBOR note and the applicable pricing supplement as the designated LIBOR
currency and, if no currency is so designated, the designated LIBOR currency
will be U.S. dollars.
"designated LIBOR page" means (a) if "LIBOR Reuters" is specified in the
applicable pricing supplement, the display on the Reuter Monitor Money Rates
Service (or any successor service) on the Reuters Screen LIBO page (or any
other page as may replace that page on that service) for the purpose of
displaying the London interbank rates of major banks for the applicable index
currency, or (b) if "LIBOR Telerate" is specified in the applicable pricing
supplement as the method for calculating LIBOR, the display on Bridge Telerate,
Inc. (or any successor service) on page 3750 (or any other page as may replace
that page on that service) for the purpose of displaying the London interbank
rates of major banks for the applicable index currency.
"H.15(519)" means the publication entitled "Statistical Release H.15(519),
Selected Interest Rates", or any successor publication, published by the Board
of Governors of the Federal Reserve System.
"H.15 Daily Update" means the daily update of H.15(519), available through
the world wide web site of the Board of Governors of the Federal Reserve System
at http://www.bog.frb.fed.us/releases/h15/update, or any successor site or
publication.
"index currency" means the currency or composite currency specified in the
applicable pricing supplement as to which LIBOR will be calculated. If no
currency or composite currency of this kind is specified in the applicable
pricing supplement, the index currency will be U.S. dollars.
"index maturity" means, for a floating rate note, the period to maturity of
the instrument or obligation on which the interest rate quotation is based, as
set forth in the pricing supplement.
"initial interest rate" means the rate at which a floating rate note will
bear interest from and including its issue date to but excluding the first
interest reset date, as indicated in the applicable pricing supplement.
"interest determination date" means the date as of which the interest rate
for a floating rate note is to be calculated, to be effective as of the
following interest reset date and calculated on the related calculation date.
However, LIBOR will be calculated on the LIBOR rate interest determination
date. The interest determination date relating to an interest reset date for a
commercial paper rate note, for a prime rate note, for a federal funds rate
note, for a CD rate note and for a CMT rate note will be the second business
day preceding that interest reset date. The interest determination date
relating to an interest reset date for a LIBOR note will be the second London
business day preceding that interest reset date. The interest determination
date relating to an interest reset date for a Treasury rate note will be the
day of the week during which that interest reset date falls on which Treasury
bills of the index maturity designated in the pricing supplement would normally
be auctioned. Treasury bills are usually sold at auction on the Monday of each
week, unless that day is a legal holiday, in which case the auction is usually
held on the following Tuesday or may be held on the preceding Friday. If, as
the result of a legal holiday, an auction is so held on the preceding Friday,
that Friday will be the Treasury interest rate determination date pertaining to
the interest reset date occurring in the following week. The interest
determination date relating to an interest reset date for an Eleventh District
cost of funds rate note will be the last working day of the month immediately
preceding the applicable interest reset date on which the Federal Home Loan
Bank of San Francisco publishes the FHLB Index.
"interest payment date" means the date on which payment of interest on a
note (other than payment at maturity) is to be made. Unless the applicable
pricing supplement indicates otherwise, the interest payment dates for the
fixed rate notes will be April 1 and October 1 of each year and at maturity.
Unless the applicable pricing supplement indicates otherwise and except as
provided below, the interest payment dates for any floating rate note will be:
(a) in the case of floating rate notes that reset monthly, on the third
Wednesday of each month;
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(b) in the case of floating rate notes that reset quarterly, on the third
Wednesday of March, June, September and December of each year;
(c) in the case of floating rate notes that reset semi-annually, on the
third Wednesday of the two months of each year specified in the
pricing supplement;
(d) in the case of floating rate notes that reset annually, on the third
Wednesday of the month of each year specified in the pricing
supplement; and
(e) in each case, at maturity.
If an interest payment date for any fixed rate note falls on a day that is
not a business day for that note, the interest payment for that note will be
made on the following business day for that note, and no interest on that
payment will accrue from and after that interest payment date. If an interest
payment date (other than an interest payment date at maturity) for any floating
rate note falls on a day that is not a business day for that note, that
interest payment for that note will be made on the following business day for
that note, and interest will continue to accrue (except that, for a LIBOR note,
if that business day is in the following calendar month, that interest payment
date will be the preceding business day for that LIBOR note).
"interest reset date" means the date on which a floating rate note will
begin to bear interest at the interest rate determined as of any interest
determination date. Unless the pricing supplement specifies otherwise, the
interest reset dates will be:
(a) in the case of floating rate notes that reset monthly, the third
Wednesday of each month;
(b) in the case of floating rate notes that reset quarterly, the third
Wednesday of March, June, September and December of each year;
(c) in the case of floating rate notes that reset semi-annually, the third
Wednesday of the two months of each year specified in the pricing
supplement; and
(d) in the case of floating rate notes that reset annually, the third
Wednesday of the month of each year specified in the pricing
supplement.
If any interest reset date for any floating rate note falls on a day that is
not a business day for that note, that interest reset date will be postponed to
the next business day for that floating rate note (except that, for a LIBOR
note, if that business day is in the following calendar month, that interest
reset date will be the preceding business day for that LIBOR note). If a
Treasury bill auction (as described in the definition of "interest
determination date") falls on any day that would otherwise be an interest reset
date for a treasury rate note, then that interest reset date will instead be
the first business day following that auction date.
"London business day" means any day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market.
"market exchange rate" for any specified currency means the noon buying rate
in New York City for cable transfers for that specified currency as certified
for customs purposes by (or if not certified, as otherwise determined by) the
Federal Reserve Bank of New York.
"maturity" means the date on which the principal of a note becomes due,
whether at stated maturity, upon redemption or otherwise. If the maturity of
any note falls on a day that is not a business day, the payment of principal,
premium, if any, and interest for that note will be made on the following
business day, and no interest on that payment will accrue from and after that
maturity.
"maximum interest rate" means, for any floating rate note, a maximum
numerical interest rate limitation, or ceiling, on the rate at which interest
may accrue on that note during any interest period.
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"minimum interest rate" means, for any floating rate note, a minimum
numerical interest rate limitation, or floor, on the rate at which interest may
accrue on that note during any interest period.
"money market yield" means a yield (expressed as a percentage rounded to the
next higher one hundred thousandth of a percentage point) calculated in
accordance with the following formula:
money market yield = D x 360
x 100
360 - (D x M)
where "D" refers to the annual rate for the commercial paper, quoted on a bank
discount basis and expressed as a decimal, and "M" refers to the actual number
of days in the interest period for which interest is being calculated.
"paying agent" means the agent we appoint to pay principal, premium, if any,
and interest on the notes. The pricing supplement will state who will act as
the paying agent.
"regular record date" means the date on which a note must be held in order
for the holder to receive an interest payment on the next interest payment
date. Unless the pricing supplement specifies otherwise, the regular record
date for any interest payment date with respect to any floating rate note will
be the fifteenth day (whether or not a business day) prior to that interest
payment date. The regular record dates for the fixed rate notes will be the
fifteenth day next preceding the April 1 and October 1 interest payment dates.
"Reuters Screen LIBO Page" means the display designated as page "LIBO" on
the Reuters Monitor Money Rates Service or such other page as may replace the
LIBO page on that service for the purpose of displaying London interbank
offered rates of major banks.
"Reuters Screen USPRIME1 Page" means the display on the Reuter Monitor Money
Rates Service (or any successor service) on the "USPRIME1" page (or any other
page as may replace the USPRIME1 page on such service) for the purpose of
displaying prime rates or base lending rates of major U.S. banks.
"spread" means the number of basis points (a basis point is one-hundredth of
a percentage point), if any, to be added to the commercial paper rate, the
prime rate, LIBOR, the treasury rate, the federal funds rate, the CD rate, the
CMT rate, the Eleventh District cost of funds rate or any other interest rate
index in effect at various times for a note, which amount will be set forth in
the pricing supplement.
"spread multiplier" means the percentage by which the commercial paper rate,
the prime rate, LIBOR, the treasury rate, the federal funds rate, the CD rate,
the CMT rate, the Eleventh District cost of funds rate or any other interest
rate index in effect at various times for a note is to be multiplied, which
percentage will be set forth in the pricing supplement.
"Telerate Page 3750" means the display designated as page "3750" on Bridge
Telerate, Inc. (or such other page as may replace the 3750 page on that service
or such other service or services as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates for
U.S. dollar deposits).
Special provisions relating to foreign currency notes
Unless the applicable pricing supplement provides otherwise, purchasers must
pay for the notes in U.S. dollars, and we will make payments of principal and
interest on the notes in U.S. dollars. The applicable pricing supplement may
provide that purchasers must pay for the notes in a specified currency other
than U.S. dollars and/or that we will make payments of principal and interest
on such notes in such a specified currency. Currently, a limited number of
facilities in the United States convert U.S. dollars into foreign currencies
and vice versa. In addition, most banks do not currently offer non-U.S. dollar
denominated checking or savings account facilities in the United States.
Accordingly, unless a pricing supplement specifies otherwise or unless we make
alternative arrangements, we will make payment of principal and interest on
notes in a specified currency other than U.S. dollars to an account at a bank
outside the United States. See "Foreign currency risks" below.
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An exchange rate agent will handle the conversion of a specified currency
into U.S. dollars or U.S. dollars into a specified currency, as the case may
be, if the applicable pricing supplement provides that
. We will make payments of principal of and interest on a non-U.S. dollar
denominated note in U.S. dollars or
. We will make payments of principal of and interest on a U.S. dollar
denominated note in a specified currency other than U.S. dollars.
Holders of the notes will bear the costs of such conversion through
deductions from such payments. Any agent may act, from time to time, as the
exchange rate agent.
When we refer to "U.S. dollars," "U.S. $" or "$" in this prospectus
supplement we mean the currency of the United States of America.
Foreign currency risks
This prospectus supplement, the accompanying prospectus and any pricing
supplement do not describe all the risks of an investment in notes denominated
in, or the payment of which is related to the value of, a foreign currency. We
disclaim any responsibility to advise prospective purchasers of those risks as
they exist at the date of this prospectus supplement or as those risks may
change in the future. You should consult your own financial and legal advisors
as to such risks. Foreign currency notes are not an appropriate investment for
investors who are unsophisticated with respect to foreign currency transactions
and exchange rate fluctuations.
Exchange rates and exchange controls
Any investment in notes that are denominated in, or the payment of which is
related to the value of, a specified currency other than U.S. dollars entails
significant risks that are not associated with a similar investment in a
security denominated in U.S. dollars. Such risks include, without limitation,
the possibility of significant changes in rates of exchange between the U.S.
dollar and the various foreign currencies and the possibility of the imposition
or modification of exchange controls by either the U.S. or a foreign
government. Such risks generally depend on economic and political events over
which we and you have no control. In recent years, rates of exchange between
U.S. dollars and some foreign currencies have been highly volatile and such
volatility may be expected to continue or accelerate in the future.
Fluctuations in any particular exchange rate that have occurred in the past are
not necessarily indicative, however, of fluctuations in such rate that may
occur during the term of any note. Depreciation against the U.S. dollar of the
currency in which a note is payable would result in a decrease in the effective
yield of such note below its coupon rate and, in certain circumstances, could
result in a negative yield or loss to the investor on a U.S. dollar basis. In
addition, depending on the specific terms of a currency linked note, changes in
exchange rates relating to any of the currencies involved may result in a
decrease in its effective yield and, in certain circumstances, could result in
a loss of all or a substantial portion of the principal of a note to the
investor.
The information set forth in this prospectus supplement is directed to
prospective purchasers who are United States residents, and we disclaim any
responsibility to advise prospective purchasers who are residents of countries
other than the United States with respect to any matters that may affect the
purchase, holding or receipt of payments of principal and interest on the
notes. Such persons should consult their own counsel with regard to such
matters.
Governments have imposed from time to time, and may in the future impose,
exchange controls which could affect exchange rates as well as the availability
of a specified foreign currency at the time of payment of principal or interest
on a note. Even if there are no actual exchange controls, it is possible that
the specified currency for any particular note not denominated in U.S. dollars
would not be available when payments on such note are due. In that event, we
would make required payments in U.S. dollars.
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With respect to any note denominated in, or the payment of which is related
to the value of, a foreign currency or currency unit, the applicable pricing
supplement will include information with respect to applicable currency
exchange controls, if any, and historic exchange rate information on such
currency or currency unit. That information is furnished as a matter of
information only and should not be regarded as indicative of the range of or
trends in fluctuations in currency exchange rates that may occur in the future.
Governing law and judgments
The notes will be governed by and construed in accordance with the laws of
the State of New York. In the event an action based on notes denominated in a
specified currency other than U.S. dollars was commenced in a court in the
United States, it is likely that such court would grant judgment relating to
the notes only in U.S. dollars.
United States Federal income tax consequences
Bryan Cave LLP has advised us that the following discussion as to legal
matters is its opinion as to the material United States federal income tax
consequences of ownership and disposition of the notes to initial holders
purchasing notes at the "issue price" (as defined below). This opinion is based
on the Internal Revenue Code of 1986, as amended to the date hereof, which is
referred to as the Code, administrative pronouncements, judicial decisions and
existing and proposed Treasury regulations, including regulations concerning
the treatment of debt instruments issued with original issue discount ("OID"
and the "OID regulations"), changes to any of which subsequent to the date of
this prospectus supplement may affect the tax consequences described herein. We
undertake no obligation to update this tax discussion in the future. This
discussion applies only to notes held as capital assets, within the meaning of
section 1221 of the Code. It does not discuss all of the tax consequences that
may be relevant to a holder in light of his particular circumstances or to
holders subject to special rules, such as certain financial institutions,
insurance companies, dealers in securities or foreign currencies, persons
holding notes as a hedge against, or which are hedged against, currency risks,
or holders whose functional currency (as defined in section 985 of the Code) is
not the United States dollar. Finally, this discussion assumes that the rules
applicable to "applicable high yield discount obligations" under section 163(i)
of the Code will not apply to the notes. Persons considering the purchase of
notes should consult their tax advisors with regard to the application of the
United States federal income tax laws to their particular situations as well as
any tax consequences arising under the laws of any state, local or foreign
taxing jurisdiction.
As used herein, a United States holder is a beneficial owner of a note that
is for United States federal income tax purposes:
(a) a citizen or resident of the United States,
(b) a corporation, partnership, or other entity created or organized in
or under the laws of the United States or of any political
subdivision thereof,
(c) an estate the income of which is subject to United States federal
income taxation regardless of its source, or
(d) a trust, if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or
more United States persons has the authority to control all
substantial decisions of the trust.
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United States holders
Payments of interest
Qualified stated interest paid on a note generally is taxable to a United
States holder as ordinary interest income at the time it accrues or is
received, depending on the United States holder's method of accounting for
United States federal income tax purposes. Under the OID regulations, for
accrual basis and other electing taxpayers, all payments of interest on a note
that matures one year or less from its date of issuance are included in the
stated redemption price at maturity of the notes and are taxed in the manner
described below under "Original Issue Discount." Special rules governing the
treatment of interest paid with respect to discount notes, including certain
floating rate notes, foreign currency notes, and notes providing for payments
of principal or interest linked to currency indices or other factors, are
discussed below.
Original Issue Discount
In general. A note that is issued for an amount less than its stated
redemption price at maturity generally is considered to have been issued at an
original issue discount for United States federal income tax purposes (a
"discount note"). The "issue price" of a note will equal the first price to the
public (not including bond houses, brokers or similar persons or organizations
acting in the capacity of underwriters, placement agents or wholesalers) at
which a substantial amount of the notes is sold. The "adjusted issue price" of
a note at the beginning of any accrual period is the issue price of the note
increased by the amount of accrued OID for each prior accrual period and
decreased by the amount of any payments previously made on the note that were
not qualified stated interest payments, as defined below. The "stated
redemption price at maturity" of a note will equal the sum of all payments
required under the note other than payments of "qualified stated interest." The
"qualified stated interest" is stated interest unconditionally payable as a
series of payments in cash or property (other than debt instruments of the
issuer) at least annually during the entire term of the note. If the difference
between a note's stated redemption price at maturity and its issue price is
less than a de minimis amount, i.e., 1/4 of 1 percent of the stated redemption
price at maturity multiplied by the number of complete years to maturity, then
the note will not be considered to have OID. United States holders of notes
with a de minimis amount of OID generally will include such OID in income as
capital gain on a pro rata basis as principal payments are made on the notes.
A United States holder of notes issued with OID is required to include any
qualified stated interest payments in income in accordance with the United
States holder's method of accounting for United States federal income tax
purposes. United States holders of notes that mature more than one year from
their date of issuance are required to include OID in income for United States
federal income tax purposes as it accrues, regardless of such United States
holder's method of accounting. The amount of OID included in the income of
the United States holder is determined using a constant yield method based on a
compounding of interest, which may precede the receipt of cash payments
attributable to such income. The amount of OID that accrues in an accrual
period is an amount equal to the excess, if any, of (1) the product of the
note's adjusted issue price at the beginning of such accrual period and its
yield to maturity (determined on the basis of compounding at the end of each
accrual period and appropriately adjusted to take into account the length of
the particular accrual period), over (2) the sum of the qualified stated
interest payments, if any, allocable to the accrual period. Under this method,
United States holders of discount notes generally are required to include in
income increasingly greater amounts of OID in successive accrual periods.
Under the OID regulations, a note that matures one year or less from its
date of issuance is treated as a "short-term" discount note. Generally, a cash
method United States holder of a short-term discount note is not required to
accrue OID for United States federal income tax purposes unless the United
States holder elects to do so. United States holders who make such an election,
United States holders who report income for United States federal income tax
purposes on the accrual method, and certain other United States holders,
including banks and dealers in securities, are required to include OID in
income on such short-term discount notes as it accrues on a straight-line
basis, unless an election is made to accrue OID according to a constant yield
method
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based on daily compounding. In the case of a United States holder who is not
required and who does not elect to include OID in income currently, any gain
realized on the sale, exchange or retirement of the short-term discount notes
is ordinary income to the extent of OID accrued on a straight-line basis (or,
if elected, according to a constant yield method based on daily compounding)
through the date of sale, exchange or retirement. In addition, such United
States holders must defer interest deductions for debt incurred to purchase or
carry short-term discount notes in an amount not exceeding the deferred
interest income, until such deferred interest income is recognized.
The OID regulations contain aggregation rules stating that in certain
circumstances if more than one type of note is issued as part of the same
issuance of securities to a single United Sates holder, some or all of such
notes may be treated together as a single debt instrument with a single issue
price, maturity date, yield to maturity and stated redemption price at maturity
for purposes of calculating and accruing any OID. Unless otherwise provided in
the applicable pricing supplement, we do not expect to treat any of the notes
as being subject to the aggregation rules for purposes of computing OID.
Floating rate notes. Under the OID regulations, floating rate notes are
subject to special rules whereby a floating rate note will qualify as a
"variable rate debt instrument" if:
(a) its issue price does not exceed the total noncontingent principal
payments due under the floating rate note by more than a specified
de minimis amount;
(b) it provides for stated interest, paid or compounded at least
annually, at current values of:
(1) one or more qualified floating rates,
(2) a single fixed rate and one or more qualified floating
rates,
(3) a single objective rate, or
(4) a single fixed rate and a single objective rate that is a
qualified inverse floating rate;
(c) it provides that a qualified floating rate or objective rate in
effect at any time is set at the current value of that rate; and
(d) except as provided under (a) above, it does not provide for any
contingent principal payments.
A "qualified floating rate" is any variable rate where variations in the
value of such rate can reasonably be expected to measure contemporaneous
variations in the cost of newly borrowed funds in the currency in which the
floating rate note is denominated. Although a multiple of a qualified floating
rate generally will not itself constitute a qualified floating rate, a variable
rate equal to the product of a qualified floating rate and a fixed multiple
that is greater than .65 but not more than 1.35 will constitute a qualified
floating rate. A variable rate equal to the product of a qualified floating
rate and a fixed multiple that is greater than .65 but not more
than 1.35, increased or decreased by a fixed rate, will also constitute a
qualified floating rate. In addition, under the OID regulations, two or more
qualified floating rates that can reasonably be expected to have approximately
the same values throughout the term of the floating rate note (e.g., two or
more qualified floating rates with values within 25 basis points of each other
as determined on the floating rate note's issue date) are treated as a single
qualified floating rate. A rate is not a "qualified floating rate," however, if
the rate is subject to certain restrictions (including caps, floors, governors,
or other similar restrictions) unless such restrictions are fixed throughout
the term of the floating rate note or are not reasonably expected to
significantly affect the yield on the floating rate note.
An "objective rate" is a rate that is not itself a qualified floating rate
but that is determined using a single fixed formula and that is based upon
objective financial or economic information. For example, an objective rate
generally includes a rate that is based on one or more qualified floating rates
or on the yield of actively traded personal property (within the meaning of
section 1092(d)(1) of the Code). An objective rate, however, does not include a
rate based on information that is within the control of the issuer or a related
party, or that is unique to the circumstances of the issuer or a related party.
The OID regulations also provide that other variable interest rates may be
treated as objective rates if so designated by the Internal Revenue Service
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("IRS") in the future. Despite the foregoing, a variable rate of interest on a
floating rate note will not constitute an objective rate if it is reasonably
expected that the average value of such rate during the first half of the
floating rate note's term will be either significantly less than or
significantly greater than the average value of the rate during the final half
of the floating rate note's term. A "qualified inverse floating rate" is any
objective rate where such rate is equal to a fixed rate minus a qualified
floating rate as long as variations in the rate can reasonably be expected to
inversely reflect contemporaneous variations in the cost of newly borrowed
funds.
The OID regulations also provide that if a floating rate note provides for
stated interest at a fixed rate for an initial period of less than one year
followed by a variable rate that is either a qualified floating rate or an
objective rate and if the variable rate on the floating rate note's issue date
is intended to approximate the fixed rate (e.g., the value of the variable rate
on the issue date does not differ from the value of the fixed rate by more than
25 basis points), then the fixed rate and the variable rate together will
constitute either a single qualified floating rate or objective rate, as the
case may be.
If a floating rate note that provides for stated interest as either a single
qualified floating rate or a single objective rate throughout its term
qualifies as a "variable rate debt instrument" under the OID regulations, then
any stated interest on such note that is unconditionally payable in cash or
property (other than debt instruments of the issuer) at least annually will
constitute qualified stated interest and will be taxed accordingly. Thus, a
floating rate note that provides for stated interest at either a single
qualified floating rate or a single objective rate throughout its term and that
qualifies as a "variable rate debt instrument" under the OID regulations
generally will not be treated as having been issued with OID, unless the
floating rate note is issued at a "true" discount (i.e., at a price below the
note's stated principal amount) in excess of a specified de minimis amount. OID
on such a floating rate note arising from a true discount is allocated to an
accrual period using the constant yield method described above by assuming that
the variable rate is a fixed rate equal to (1) in the case of a qualified
floating rate or qualified inverse floating rate, the value, as of the issue
date, of the qualified floating rate or qualified inverse floating rate, or (2)
in the case of an objective rate (other than a qualified inverse floating
rate), a fixed rate that reflects the yield that is reasonably expected for the
floating rate note. Moreover, the amount of qualified stated interest allocable
to an accrual period will be increased (or decreased) if the interest actually
paid during an accrual period exceeds (or is less than) the interest assumed to
be paid during the accrual period as determined under the rules described under
this paragraph.
In general, any other floating rate note that qualifies as a "variable rate
debt instrument" (i.e., one that provides for interest other than qualified
stated interest) is converted into an "equivalent" fixed rate debt instrument
for purposes of determining the amount and accrual of OID and qualified stated
interest on the floating rate note. The OID regulations generally require that
such a floating rate note be converted into an
"equivalent" fixed rate debt instrument by substituting any qualified floating
rate or qualified inverse floating rate provided for under the terms of the
floating rate note with a fixed rate equal to the value of the qualified
floating rate or qualified inverse floating rate, as the case may be, as of the
floating rate note's issue date. Any objective rate (other than a qualified
inverse floating rate) provided for under the terms of the floating rate note
is converted into a fixed rate that reflects the yield that is reasonably
expected for the floating rate note. In the case of a floating rate note that
qualifies as a "variable rate debt instrument" and provides for stated interest
at a fixed rate in addition to either one or more qualified floating rates or a
qualified inverse floating rate, the fixed rate initially is converted into a
qualified floating rate (or a qualified inverse floating rate, if the floating
rate note provides for a qualified inverse floating rate). Under such
circumstances, the qualified floating rate or qualified inverse floating rate
that replaces the fixed rate must be such that the fair market value of the
floating rate note as of its issue date is approximately the same as the fair
market value of an otherwise identical debt instrument that provides for either
the qualified floating rate or qualified inverse floating rate rather than the
fixed rate. Subsequent to converting the fixed rate into either a qualified
floating rate or a qualified inverse floating rate, the floating rate note then
is converted into an "equivalent" fixed rate debt instrument in the manner
described above.
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Once the floating rate note is converted into an "equivalent" fixed rate
debt instrument pursuant to the foregoing rules, the amount of OID and
qualified stated interest, if any, are determined for the "equivalent" fixed
rate debt instrument by applying the general OID rules to the "equivalent"
fixed rate debt instrument, and a United States holder of the floating rate
note will account for such OID and qualified stated interest as if the United
States holder held the "equivalent" fixed rate debt instrument. For each
accrual period, appropriate adjustments are made to the amount of qualified
stated interest or OID assumed to have been accrued or paid with respect to the
"equivalent" fixed rate debt instrument in the event that such amounts differ
from the actual amount of interest accrued or paid on the floating rate note
during the accrual period.
If a floating rate note does not qualify as a "variable rate debt
instrument" under the OID regulations, then the floating rate note is treated
as a contingent payment debt instrument. Generally, if a floating rate note is
treated as a contingent payment debt instrument, interest payments thereon are
treated as "contingent interest" payments. Under the OID regulations, any
contingent interest on a floating rate note is includible in income in a
taxable year whether or not the amount of any payment is fixed or determinable
in that year. The amount of interest included in income in any particular
accrual period is determined by estimating a projected payment schedule for the
floating rate note and applying daily accrual rules similar to those for
accruing OID on notes issued with OID (as discussed above). If the actual
amount of contingent interest payments is not equal to the projected amount, an
adjustment to income at the time of the payment must be made to reflect the
difference. We will provide notice in the applicable pricing supplement that a
particular note will be treated as a contingent payment debt instrument and
will describe its proper United States federal income tax treatment.
Optional redemption. Notes issued with OID permitting redemption prior to
maturity in certain circumstances may be subject to rules that differ from the
general rules discussed above. Purchasers of such discount notes should examine
carefully the applicable pricing supplement and should consult their tax
advisors with respect to such a feature since the tax consequences with respect
to OID will depend, in part, on the particular terms and the particular
features of the purchased note.
Sale, exchange, retirement or disposition of the notes
Upon the sale, exchange, retirement or other disposition of a note, a United
States holder will recognize taxable gain or loss equal to the difference
between the amount realized on the sale, exchange or retirement and such United
States holder's adjusted tax basis in the note. For these purposes, the amount
realized does not include any amount attributable to accrued interest on the
note. Amounts attributable to accrued interest are treated as interest as
described under "--Payments of interest" above, in accordance with the United
States holder's method of accounting for United States federal income tax
purposes as described therein. A United
States holder's adjusted tax basis in a note will equal the cost of the note to
such United States holder, increased by the amount of any OID (including any de
minimus OID) previously included in income by the United States holder with
respect to such note and reduced by any amortized premium and any principal
payments received by the United States holder and, in the case of a discount
note, by the amounts of any other payments that do not constitute qualified
stated interest (as defined above).
Subject to the discussion under "--Foreign currency notes" below, gain or
loss realized on the sale, exchange, retirement or other disposition of a note
generally will be capital gain or loss except to the extent that gain
represents accrued market or acquisition discount not previously included in
the United States holder's taxable income (see "--Original Issue Discount"
above) and will be long-term capital gain or loss if the note has been held for
more than one year at the time of such sale, exchange, retirement or other
disposition. Prospective purchasers of notes should consult their tax advisors
concerning the tax consequences of a sale, exchange, retirement or other
disposition of a note.
Amortizable bond premium
If a United States holder purchases a note for an amount that is greater
than the amount payable at maturity, such United States holder is considered to
have purchased such note with "amortizable bond
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premium" equal in amount to such excess and may elect (in accordance with
applicable Code provisions) to amortize such premium, using a constant yield
method, over the term of the note (where such note is not optionally redeemable
prior to its maturity date). If such note may be optionally redeemed prior to
maturity, the amount of amortizable bond premium is determined by the amount
payable on maturity or, if it results in a smaller premium attributable to the
period of the earlier redemption date, by the amount payable on the earlier
redemption date. A United States holder who elects to amortize bond premium
must reduce his tax basis in the note by the amount of the premium amortized in
any year. An election to amortize bond premium applies to all taxable debt
obligations then owned and thereafter acquired by the taxpayer and may be
revoked only with the consent of the IRS.
Foreign currency notes
The following summary relates to notes that are denominated in a currency or
currency unit other than the U.S. dollar, which we refer to as foreign currency
notes.
A United States holder who uses the cash method of accounting for tax
purposes and who receives a payment of qualified stated interest (including any
portion of sales proceeds received with respect to accrued interest) in a
foreign currency with respect to a foreign currency note must include in income
the U.S. dollar value of the foreign currency payment (determined on the date
such payment is received) regardless of whether the payment is in fact
converted to U.S. dollars at that time, and such U.S. dollar value is the
United States holder's tax basis in the foreign currency. For IRS reporting
purposes, we generally will determine such U.S. dollar value as of the date
such payment is made. A cash method United States holder who receives such a
payment in U.S. dollars pursuant to an option available under such note must
include the amount of such payment in income upon receipt.
In the case of accrual method United States holders and all United States
holders of discount notes, such United States holders must include in income
the U.S. dollar value of the amount of interest income (including OID) that has
accrued and otherwise must be taken into account with respect to a foreign
currency note during an accrual period. The U.S. dollar value of such accrued
income is determined by translating such income at the average rate of exchange
for the accrual period or, with respect to an accrual period that spans two
taxable years, at the average rate for the partial period within the taxable
year. Such United States holder will realize ordinary income or loss, if any,
with respect to the foreign currency payment of such accrued interest
(including any portion of sales proceeds received with respect to accrued
interest) on the date such income actually is received. The amount of ordinary
income or loss recognized will equal the difference between the U.S. dollar
value of the foreign currency payment when received (or, where a United States
holder receives
U.S. dollars, the amount of such payment received) and the U.S. dollar value of
interest income that has accrued during the accrual period for which the
payment is received (as determined above). A United States holder may elect,
regardless of its general accounting method, to translate interest income
(including OID) into U.S. dollars at the spot rate on the last day of the
interest accrual period (or, in the case of an accrual period spanning two
taxable years, the spot rate on the last date of the taxable year) or, if the
date of receipt is within five business days of the last day of the interest
accrual period, the spot rate on the date of receipt. A United States holder
that makes such an election must apply it consistently to all debt instruments
from year to year and cannot change the election without the consent of the
IRS.
If a note was issued with amortizable bond premium and a United States
holder elected to amortize such premium under section 171 of the Code,
amortizable bond premium taken into account on a current basis shall reduce
interest income in units of the relevant foreign currency. Exchange gain or
loss is realized on such amortized bond premium with respect to any period by
treating the bond premium amortized in such period as a return of principal.
Any amount not taken into account upon a redemption prior to maturity may be
deducted as a market loss. Any loss realized on the sale, redemption, exchange,
retirement or other taxable disposition of a foreign currency note with
amortizable bond premium by a United States holder who has not elected to
amortize such premium under section 171 of the Code is a capital loss to the
extent of such bond premium.
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A United States holder's tax basis in a foreign currency note is the U.S.
dollar value of the foreign currency amount paid for such foreign currency note
determined on the date of purchase. In the event of any subsequent adjustment
to such United States holder's basis, the amount of the adjustment will be the
U.S. dollar value of the foreign currency amount of the adjustment determined
on the date of the adjustment. A United States holder who purchases a foreign
currency note with previously owned foreign currency will recognize ordinary
income or loss in an amount equal to the difference, if any, between such
United States holder's tax basis in the foreign currency and the U.S. dollar
fair market value of the foreign currency note on date of purchase.
Gain or loss realized upon the sale, exchange, retirement or other taxable
disposition of a foreign currency note that is attributable to fluctuations in
currency exchange rates is ordinary income or loss, which will not be treated
as interest income or expense, except to the extent provided in IRS
administrative pronouncements. Gain or loss attributable to fluctuations in
exchange rates will equal the difference between (1) the U.S. dollar value of
the foreign currency principal amount of such note, and any payment with
respect to accrued interest, determined on the date such payment is received or
such note is disposed of, and (2) the U.S. dollar value of the foreign currency
principal amount of such note, determined on the date such United States holder
acquired such note, and the U.S. dollar value of the accrued interest,
determined by translating such interest at the average exchange rate for the
accrual period. Such foreign currency gain or loss is realized only to the
extent of the total gain or loss realized by a United States holder on the
sale, exchange, retirement or other taxable disposition of the foreign currency
note. The source of such foreign currency gain or loss is determined by
reference to the residence of the United States holder or the "qualified
business unit" of the United States holder on whose books the note is properly
reflected. Any gain or loss realized by such a United States holder in excess
of such foreign currency gain or loss generally is capital gain or loss except,
in the case of gain on a short-term discount note, to the extent of any OID not
previously included in the United States holder's income, which is ordinary
income.
A United States holder has a tax basis in any foreign currency received on
the sale, exchange, retirement or other taxable disposition of a foreign
currency note equal to the U.S. dollar value of such foreign currency,
determined at the time of such sale, exchange, retirement or other taxable
disposition. Any gain or loss realized by a United States holder on a sale or
other disposition of foreign currency (including its exchange for U.S. dollars
or its use to purchase foreign currency notes) is ordinary income or loss.
Indexed notes
The applicable pricing supplement will contain a discussion of any special
United States federal income tax rules with respect to currency indexed notes
or other indexed notes.
Information reporting and backup withholding
Information reporting and backup withholding may apply to payments of
principal, premium, if any, interest or the proceeds from the sale or other
disposition of the notes with respect to certain non-corporate United States
holders. These United States holders generally are subject to backup
withholding at a rate of 31% if:
(a) the United States holder fails to provide its taxpayer
identification number ("TIN") to the payor or to establish an
exemption from backup withholding;
(b) the IRS notifies the payor that the TIN provided by the United
States holder is incorrect;
(c) the IRS notifies the payor that the United States holder has failed
to report properly interest or OID and to respond to notices to
that effect; or
(d) the United States holder fails to certify, under penalty of
perjury, that the United States holder is not subject to backup
withholding.
S-26
Non-United States holders
Payments of interest
Subject to the discussion of backup withholding below, payments of
principal, premium, if any, and interest, including OID, to any holder of a
note that is not a United States holder (a "non-United States holder") will not
be subject to United States federal withholding tax, provided, in the case of
interest or accrued OID, that the non-United States holder:
(a) does not actually or constructively own 10% or more of the total
combined voting power of all classes of our stock entitled to vote;
(b) is not a controlled foreign corporation for United States tax
purposes that is related to us (directly or indirectly) through
stock ownership;
(c) is not a bank that acquired the notes in consideration for an
extension of credit made pursuant to a loan agreement entered into
in the ordinary course of business; and
(d) either (1) provides a IRS Form W-8 (or IRS Form W-8BEN or successor
form) signed under penalty of perjury that includes the non-United
States holder's name and address and certifies that he is not a
United States person; or (2) has a securities clearing
organization, bank or other financial institution holding
customers' securities in the ordinary course of its trade or
business certify under penalty of perjury that a IRS Form W-8 (or
IRS Form W-8BEN or successor form) has been received from the non-
United States holder and provides us with a copy.
A non-United States holder that does not qualify for exemption from
withholding under the preceding paragraph generally is subject to United States
federal withholding tax at the rate of 30% (or lower applicable treaty rate) of
payments of interest, including OID, on the notes.
Treasury regulations that become effective January 1, 2001, provide
alternative methods for satisfying the certification requirement described
above. These Treasury regulations also will require, in the case of notes held
by a foreign partnership, that (1) the certification described above be
provided by the partners rather than the foreign partnership (unless the
foreign partnership agrees to become a "withholding foreign partnership") and
(2) the partnership provides certain information, including a United States
TIN. A look-through rule will apply in the case of tiered partnerships.
If a non-United States holder is engaged in a trade or business in the
United States and interest, including OID, on the note is effectively connected
with the conduct of such trade or business, the non-United States holder,
although exempt from the withholding tax discussed above, may be subject to
United States federal income tax on such interest in the same manner as if it
were a United States holder. See "United States holders--Information reporting
and backup withholding". In addition, a corporate non-United States holder may
be subject to a branch profits tax equal to 30% (or lower applicable treaty
rate) of its effectively connected earnings and profits for the taxable year,
subject to certain adjustments. For purposes of the branch profits tax,
interest on a note is included in the earnings and profits of the corporate
non-United States holder if such interest is effectively connected with the
conduct by the holder of a trade or business in the United States. Even though
the interest is subject to income tax, and may be subject to branch profits
tax, it is exempt from withholding tax, if the non-United States holder
provides the payor with a properly executed IRS Form 4224 (or successor form).
Sale, exchange, retirement or disposition of the notes
Any gain realized on the sale, exchange, retirement or other disposition of
a note by a non-United States holder will not be subject to United States
federal income or withholding taxes unless:
(a) in the case of an individual, the non-United States holder is
present in the United States for 183 days or more in the taxable
year of the sale, exchange, retirement or other disposition, and
certain other conditions are met;
S-27
(b) such gain is effectively connected with the conduct by a non-United
States holder of a trade or business within the United States and,
if certain tax treaties apply, is attributable to a United States
permanent establishment maintained by the non-United States holder;
or
(c) the non-United States holder is subject to Code provisions
applicable to certain United States expatriates.
Death of a non-United States holder
Notes held by an individual who is a non-United States holder at the time of
the individual's death will not be subject to United States federal estate tax,
if, at the time of death, the non-United States holder does not own, actually
or constructively, 10% or more of the total combined voting power of all
classes of our stock entitled to vote, and provided that, at the time of death,
payments with respect to such notes would not have been effectively connected
with the conduct by such non-United States holder of a trade or business within
the United States.
Information reporting and backup withholding
United States information reporting requirements and backup withholding tax
will not apply to payments on a note to a non-United States holder if the
statement described in "non-United States holder--Payments of interest" is duly
provided by such non-United States holder if the payor does not have actual
knowledge that such holder is a United States person.
Information reporting requirements and backup withholding requirements will
not apply to any payment of the proceeds received on the sale of a note that is
effected outside the United States by a foreign office of a "broker" (as
defined in applicable Treasury regulations), unless such broker is:
(a) a United States person;
(b) a foreign person that derives 50% or more of its gross income for
certain periods from activities that are effectively connected with
the conduct of a trade or business in the United States;
(c) a controlled foreign corporation for United States federal income
tax purposes; or
(d) (after December 31, 2000) a foreign partnership more than 50% of
the capital or profits of which is owned by one or more United
States persons or which engages in a United States trade or
business.
Payment of the proceeds of any such sale effected outside the United States
by a foreign office of any broker that is described in (a), (b), (c), or (d) of
the preceding sentence are not subject to backup withholding tax but are
subject to information reporting requirements, unless such broker has
documentary evidence in its records that the beneficial owner is a non-United
States holder and certain other conditions are met, or the beneficial owner
otherwise establishes an exemption. Payment of the proceeds of any such sale to
or through a United States office of a broker is subject to both information
reporting and backup withholding requirements, unless the beneficial owner of
the notes provides the statement described in "non-United States holder--
Payments of interest" or otherwise establishes an exemption.
The foregoing summary does not discuss all aspects of United States Federal
income taxation that may be relevant to a holder of notes, in light of a
holder's particular circumstances and income tax situation. Prospective holders
should consult their own tax advisors as to the specific tax consequences to
them of the purchase, ownership and disposition of notes, including the
application and effect of state, local, foreign and other tax laws.
S-28
Supplemental plan of distribution
Under the terms of a distribution agreement, we may offer the notes on a
continuing basis through Bear, Stearns & Co. Inc., Chase Securities Inc. and
Goldman, Sachs & Co. as our agents. Each of these agents has agreed to use
reasonable efforts to solicit offers to purchase notes. Unless the applicable
pricing supplement indicates otherwise, we will pay a commission to the agents.
We will have the sole right to accept offers to purchase notes and may reject
any offer, in whole or in part. Each agent will have the right, in its
discretion reasonably exercised, without notice to us, to reject any offer to
purchase notes received by it, in whole or in part.
We also may sell notes to any agent, acting as principal, at a discount
within the range set forth on the cover page of this prospectus supplement,
unless otherwise stated in the applicable pricing supplement. The notes may be
resold at market prices prevailing at the time of resale, at prices related to
those prevailing market prices, as determined by that agent, or, if specified
in the applicable pricing supplement at a fixed offering price or at negotiated
prices. We also may sell notes to any agent or underwriter. We may do this for
a commission or at a discount to be agreed at the time of sale, for resale to
one or more investors or purchasers at a fixed offering price or at varying
prices prevailing at the time of resale, at prices related to those prevailing
market prices at the time of the resale or at negotiated prices. Notes
purchased by an agent or by a group of underwriters may be resold to certain
securities dealers for resale to investors or to certain other dealers. Dealers
may receive compensation in the form of commissions from the agents and/or from
the purchasers for whom they may act as agents. Unless the applicable pricing
supplement specifies otherwise, any compensation allowed by any agent to any of
these dealers will not exceed the commission that we pay to the agent. After
the initial public offering of notes to be resold to investors and other
purchasers on a fixed public offering price basis, the public offering price
and commission may be changed.
We may sell notes directly on our own behalf or we may accept or solicit
offers to purchase notes through additional agents as we may name in an
applicable prospectus supplement on substantially the same terms and
conditions, including commission rates, as would apply to purchases of notes
under the distribution agreement. In addition, we may appoint additional agents
for the purpose of soliciting offers to purchase notes. Those additional agents
will be named in the applicable pricing supplement. No commission will be
payable on any notes we sell directly.
Unless otherwise specified in the pricing supplement, we will pay each agent
a commission of .125% to .825% of the principal amount of each note, depending
on its stated maturity, sold through that agent. However, other commission
rates may apply if we otherwise agree with one or more agents.
The following table summarizes the compensation to be paid to the agents by
us.
Total
-------------------------------
Per note Minimum Maximum
----------- -------- ----------
Commissions paid by Leggett & Platt..... .125%-.825% $625,000 $4,125,000
We estimate that we will incur expenses of approximately $350,000 in
connection with this program.
The agents and any dealers to whom the agents may sell notes may be deemed
to be "underwriters" within the meaning of the Securities Act of 1933. We have
agreed to indemnify the agents against certain liabilities, including civil
liabilities under the Securities Act of 1933, or contribute to payments which
the agents may be required to make in this regard. We have agreed to reimburse
the agents for certain expenses.
Unless the applicable pricing supplement indicates otherwise, you must pay
for notes, other than foreign currency notes, in funds immediately available in
New York City. For payment of the purchase price of foreign currency notes, see
"Description of the notes--Special provisions relating to foreign currency
notes" on page S-18 above.
The notes are a new issue of securities with no established trading market
and will not be listed on any securities exchange. We cannot assure you as to
the existence or liquidity of the secondary market for the notes.
S-29
The agents may engage in over-allotment, stabilizing transactions and
syndicate covering transactions and may impose penalty bids as permitted by
Regulation M under the Exchange Act. Over-allotment involves syndicate sales in
excess of the offering size, which creates a syndicate short position.
Stabilizing transactions permit bids to purchase the underlying security so
long as the stabilizing bids do not exceed a specified maximum. Syndicate
covering transactions involve purchases of the notes in the open market after
the distribution has been completed in order to cover syndicate short
positions. Penalty bids permit the agents to reclaim a selling concession from
a syndicate member when the notes originally sold by that syndicate member are
purchased in a syndicate covering transaction to cover syndicate short
positions. These stabilizing transactions, syndicate covering transactions and
penalty bids may cause the price of the notes to be higher than it would
otherwise be in the absence of the transactions. These transactions, if
commenced, may be discontinued at any time.
In the ordinary course of their respective businesses, the agents and their
affiliates have engaged, and may in the future engage, in commercial banking
and/or investment banking transactions with us and our affiliates. The Chase
Manhattan Bank, the trustee, is an affiliate of Chase Securities Inc.
S-30
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities, and it is not soliciting an offer to buy +
+these securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED DECEMBER 1, 2000
PROSPECTUS
Leggett & Platt, Incorporated
$500,000,000
Debt Securities
-----------
This prospectus describes debt securities which we may issue and sell at
various times:
. The debt securities may be debentures, notes (including notes commonly
known as medium-term notes) or other unsecured evidences of indebtedness
of Leggett & Platt.
. We may issue the debt securities in one or several series.
. The total principal amount of debt securities to be issued under this
prospectus will not be more than $500,000,000 or the equivalent amount in
other currencies.
. The terms of each series of debt securities (interest rates, maturity,
redemption provisions and other terms) will be determined at the time of
sale, and will be specified in a prospectus supplement delivered together
with this prospectus at the time of sale.
We may sell debt securities to or through underwriters, dealers or agents. We
may also sell debt securities directly to investors. More information about the
way we will distribute the debt securities is under the heading "Plan of
distribution." Information about the underwriters or agents who will
participate in any particular sale of debt securities will be in the prospectus
supplement relating to that series of debt securities.
Unless we state otherwise in a prospectus supplement, we will not list any of
the debt securities on any securities exchange.
-----------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is December , 2000
Securities
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, which we refer to as the "SEC." Under this
registration statement, we may offer from time to time up to $500,000,000, or
its equivalent in foreign or composite currencies, of debt securities. This
prospectus provides you with a general description of the securities we may
offer. Each time we offer securities, we will provide you with a prospectus
supplement that describes the specific amounts, prices and terms of the
securities being offered. The prospectus supplement may also add, update or
change information contained in this prospectus.
Prospectus
Page
----
Leggett & Platt, Incorporated............................................. 3
Cautionary statement regarding forward-looking statements................. 3
Ratio of earnings to fixed charges........................................ 4
Use of proceeds........................................................... 4
Description of debt securities............................................ 4
Plan of distribution...................................................... 12
Experts................................. ................................. 13
Where you can find more information about Leggett & Platt, Incorporated .. 13
2
Leggett & Platt, Incorporated
We manufacture a wide range of engineered products. Our company was
incorporated in 1901 as the successor to a partnership formed in 1883 at
Carthage, Missouri. That partnership was a pioneer in the development of steel
coil bedsprings. Today we serve markets for:
. Residential furnishings--components for bedding, furniture and other
furnishings, as well as related consumer products.
. Commercial furnishings--retail store fixtures, displays, storage and
material handling systems, components for office and institutional
furnishings and plastic components.
. Aluminum products--die castings, custom tooling and dies, machining,
coating and other value added processes and smelting of aluminum ingot.
. Industrial materials--drawn wire, specialty wire products and welded
steel tubing.
. Specialized products--automotive seating suspensions, control cable
systems and lumbar supports for automotive, office and residential
application, and specialized machinery and manufacturing equipment.
The term "company," unless the context requires otherwise, refers to Leggett
& Platt, Incorporated and its majority owned subsidiaries.
We are a Missouri corporation, with principal executive offices located at
No. 1 Leggett Road, Carthage, Missouri 64836 (Telephone: (417) 358-8131) and on
the world wide web at www.leggett.com. Information on our website does not
constitute a part of this prospectus or any prospectus supplement or pricing
supplement.
Cautionary statement regarding forward-looking statements
This prospectus, any prospectus supplement and any pricing supplement, as
well as our public reports and statements may contain "forward-looking"
statements concerning possible future events, objectives, strategies, trends or
results. These statements are identified either by the context in which they
appear or by use of words such as anticipate, believe, estimate, expect, or the
like.
Any forward-looking statement reflects only our beliefs at the time the
statement is made. Because all forward-looking statements deal with the future,
they are subject to risks, uncertainties and developments which might cause
actual events or results to differ materially from those envisioned or
reflected in any forward-looking statement. Moreover, we do not have and do not
undertake any duty to update any forward-looking statement to reflect events or
circumstances after the date on which the statement was made. For all of these
reasons, you should not rely on forward-looking statements as a prediction of
actual future events, objectives, strategies, trends or results.
We cannot identify all of the risks, uncertainties and developments which
may affect our future operations or performance, or which otherwise may cause
actual events or results to differ from forward-looking statements. However,
some of these risks and uncertainties include the following:
. general economic and market conditions and risks, such as the rate of
economic growth in the United States, inflation, government regulation,
interest rates, taxation, and the like;
. risks and uncertainties which could affect industries or markets in which
the company participates, such as growth rates and opportunities in those
industries, or changes in demand for certain products, and the like; and
. factors which could impact costs, such as the availability and pricing of
raw materials, the availability of labor and wage rates, and fuel and
energy costs.
3
Ratio of earnings to fixed charges
The following table sets forth the ratio of earnings to fixed charges for
the periods indicated:
Nine months
ended
September 30, Year ended December 31,
------------- ------------------------
2000 1999 1998 1997 1996 1995
---- ---- ---- ---- ---- ----
Ratio of earnings to fixed charges...... 7.0 9.8 9.6 9.6 7.8 7.0
--- --- --- --- --- ---
Earnings consist principally of income from continuing operations before
income taxes, plus fixed charges. Fixed charges consist principally of interest
costs.
Use of proceeds
We will use the net proceeds from the sale of the debt securities for
general corporate purposes, unless we specify another use in the applicable
prospectus supplement. General corporate purposes may include working capital
additions, capital expenditures, stock redemption, debt repayment or financing
for acquisitions. Before we use the proceeds for these purposes, we may invest
them in short term investments.
Description of debt securities
We will offer debt securities which represent our unsecured general
obligations under an indenture dated as of November 24, 1999 between us and The
Chase Manhattan Bank, as trustee.
The following description sets forth the general terms and provisions that
could apply to the debt securities. This description of certain provisions of
the indenture is not complete. You should refer to the applicable provisions of
the indenture filed as exhibit 4.1 to our registration statements filed with
the SEC (File Nos. 333- and 333-90443) covering the debt securities.
Some of the capitalized terms used in the following discussion are defined
in the indenture, and their definitions are incorporated by reference into this
prospectus. When we refer to sections, we mean sections in the indenture which
we are incorporating by reference.
General
The indenture does not limit the aggregate principal amount of debt
securities that we may issue under it nor does it limit other debt we may
issue. The debt securities may be issued in one or more series as we may
authorize at various times. A series of debt securities may be issued at more
than one time and, unless we agree otherwise with the trustee, may be re-opened
for issuance without notice to holders of such series. All debt securities will
be unsecured and will have the same rank as all of our other unsecured and
unsubordinated debt. The debt securities may be issued as original issue
discount debt securities and sold at a substantial discount below their
principal amount.
The prospectus supplement relating to the particular series of debt
securities being offered will specify the amounts, prices and terms of those
debt securities. These terms may include:
. the title and aggregate principal amount of the debt securities;
. the price at which we are offering the debt securities, usually expressed
as a percentage of the principal amount;
4
. the maturity date or dates for the debt securities and any rights to
extend these dates;
. the person to whom interest is payable, if other than the person in whose
name the debt security is registered as of the record date for payment of
interest;
. any annual rate or rates, which may be fixed or variable, or the method
of determining any rate or rates, at which the debt securities will bear
interest;
. the date or dates from which interest will accrue and the interest
payment date or dates;
. the place or places where the principal of and any premium and interest
on the debt securities will be payable;
. the currency, currencies or composite currency in which the debt
securities are denominated and principal and interest may be payable, and
for which the debt securities may be purchased, if other than United
States dollars;
. any redemption or sinking fund terms;
. any event of default or restrictive covenant with respect to the debt
securities of a particular series, if not set forth in this prospectus,
or any deletions or modifications thereof;
. the extent to which the discharge and defeasance provisions apply to any
series of securities or any modifications or additions thereto;
. any index used to determine the amount of principal, premium or interest
payable with respect to the debt securities;
. whether the debt securities are to be issued in whole or in part in the
form of one or more global securities and the depositary for the global
security or securities;
. if other than in denominations of $1,000 or multiples of $1,000, the
denominations in which debt securities will be issued;
. the part of the principal amount of debt securities which will be payable
upon acceleration if less than the entire amount;
. if the principal amount of the debt securities or interest paid on the
debt securities are set forth or payable in a currency other than U.S.
dollars, whether and under what terms and conditions we may defease the
debt securities; and
. any other terms of the series, which will not conflict with the terms of
the indenture. (Section 301)
We will issue the debt securities in fully registered form without coupons.
Unless we specify otherwise in the applicable prospectus supplement, we will
issue debt securities denominated in U.S. dollars in denominations of $1,000 or
multiples of $1,000. Debt securities may also be issued pursuant to the
indenture in transactions exempt from the registration requirements of the
Securities Act of 1933. Those debt securities will not be considered in
determining the aggregate amount of securities issued under the registration
statement.
We will describe special federal income tax and other considerations
relating to debt securities denominated in foreign currencies in the applicable
prospectus supplement.
Unless we specify otherwise in the applicable prospectus supplement, the
covenants contained in the indenture and the debt securities will not provide
special protection to holders of debt securities if we enter into a highly
leveraged transaction, recapitalization or restructuring.
5
Exchange, registration and transfer
Debt securities of any series that are not global securities will be
exchangeable for other registered securities of the same series and of like
aggregate principal amount and tenor in different authorized denominations.
Transfers and exchanges may be made without service charge and upon payment of
any taxes and other governmental charges as described in the indenture. The
security registrar or the transfer agent will effect the transfer or exchange
upon being satisfied with the documents of title and identity of the person
making the request. We have appointed the trustee as security registrar for the
indenture. If a prospectus supplement refers to any transfer agents, in
addition to the security registrar, initially designated by us with respect to
any series of debt securities, we may at any time rescind the designation of
any such transfer agent or approve a change in the location through which such
transfer agent acts. We may at any time appoint additional transfer agents with
respect to any series of debt securities. (Section 305).
Payment and paying agents
Unless we specify otherwise in the applicable prospectus supplement, payment
of principal, any premium and any interest on debt securities will be made at
the office of the paying agent or paying agents that we appoint at various
times. However, at our option, we may make interest payments by check mailed to
the address, as it appears in the security register, of the person entitled to
the payments. Unless we specify otherwise in the applicable prospectus
supplement, we will make payment of any installment of interest on debt
securities to the person in whose name that security is registered at the close
of business on the regular record date for such interest.
If we do not pay interest when due, that interest will no longer be payable
to the holder of the debt security on the record date for such interest. We
will pay any defaulted interest, at our election:
. to the person in whose name the debt security is registered at the close
of business on a special record date set by the Trustee between 10-15
days before the payment of such defaulted interest and at least 10 days
after the receipt by the Trustee of notice of the payment by us; or
. in any other lawful manner that is consistent with the requirements of
any securities exchange on which the debt securities are listed if, after
we give notice to the Trustee, the Trustee determines the manner of
payment is practicable. (Section 307).
Global securities
The prospectus supplement will indicate whether we are issuing the related
debt securities as book-entry securities. Book-entry securities of a series
will be issued in the form of one or more global notes that will be deposited
with The Depository Trust Company, New York, New York, (which we refer to as
the "DTC") and will evidence all of the debt securities of that series. This
means that we will not issue certificates to each holder. We will issue one or
more global securities to DTC, which will keep a computerized record of its
participants (for example, your broker) whose clients have purchased the debt
securities. The participant will then keep a record of its clients who own the
debt securities. Unless it is exchanged in whole or in part for a security
evidenced by individual certificates, a global security may not be transferred,
except that DTC, its nominees and their successors may transfer a global
security as a whole to one another. Beneficial interests in global securities
will be shown on, and transfers of beneficial interests in global notes will be
made only through, records maintained by DTC and its participants. Each person
owning a beneficial interest in a global security must rely on the procedures
of DTC 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 of debt securities under the indenture.
The laws of some jurisdictions require that certain purchasers of securities
such as debt securities take physical delivery of such securities in definitive
form. Such limits and such laws may impair your ability to acquire or transfer
beneficial interests in the global security.
6
We will make payments on each series of book-entry debt securities to DTC or
its nominee, as the sole registered owner and holder of the global security.
Neither Leggett & Platt, the trustee nor any of their agents will be
responsible or liable for any aspect of DTC's records relating to or payments
made on account of beneficial ownership interests in a global security or for
maintaining, supervising or reviewing any of DTC's records relating to such
beneficial ownership interests.
DTC has advised us that, when it receives any payment on a global security,
it will immediately, on its book-entry registration and transfer system, credit
the accounts of participants with payments in amounts proportionate to their
beneficial interests in the global security as shown on DTC's records. Payments
by participants to you, as an owner of a beneficial interest in the global
security, will be governed by standing instructions and customary practices (as
is now the case with securities held for customer accounts registered in
"street name") and will be the sole responsibility of such participants.
A global security representing a series will be exchanged for certificated
debt securities of that series only if (x) DTC notifies us that it is unwilling
or unable to continue as depositary or if DTC ceases to be a clearing agency
registered under the Securities Exchange Act of 1934 (the "1934 Act") and we do
not appoint a successor within 90 days, (y) we decide that the global security
shall be exchangeable or (z) there is an event of default under the indenture
with respect to the debt securities represented by such global security. If
that occurs, we will issue debt securities of that series in certificated form
in exchange for such global security. An owner of a beneficial interest in the
global security then will be entitled to physical delivery of a certificate for
debt securities of such series equal in principal amount to such beneficial
interest and to have such debt securities registered in its name. We would
issue the certificates for such debt securities in denominations of $1,000 or
any larger amount that is an integral multiple thereof, and we would issue them
in registered form only, without coupons.
DTC has advised us that it is a limited-purpose trust company organized
under the New York Banking Law, a "banking organization" within the meaning of
the New York Banking Law, 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 under the 1934 Act. DTC was created to hold the
securities of its participants and to facilitate the clearance and settlement
of securities transactions among its participants through electronic book-entry
changes in accounts of the participants, thereby eliminating the need for
physical movement of securities certificates. DTC's participants include
securities brokers and dealers, banks, trust companies, clearing corporations,
and certain other organizations, some of whom (and/or their representatives)
own DTC. Access to DTC's book-entry system is also 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. The
rules applicable to DTC and its participants are on file with the SEC. No fees
or costs of DTC will be charged to you.
Certain restrictive covenants
The indenture does not contain any covenants or provisions designed to
protect the holders of the notes if we enter into a transaction that adversely
affects our debt to equity ratio or many other types of material transactions.
Limitations on liens
Unless we specify otherwise in the applicable prospectus supplement or as
permitted below, neither we nor any subsidiary, will create or have
outstanding, any mortgage, lien, pledge or other encumbrance upon any property,
without providing that the debt securities will be secured equally and ratably
or prior to the debt.
A subsidiary is any corporation, partnership or other entity of which we or
one of our subsidiaries owns more than 50% of equity interest with voting
power.
7
The limitation on liens does not apply to:
. liens existing on the date of the indenture;
. liens that secure or pay the costs of acquiring, developing,
refurbishing, constructing or improving that property;
. liens on any acquired property existing at the time it is acquired by us,
whether or not we assume the related indebtedness;
. liens on property, shares of capital stock or other assets of a
subsidiary existing at the time it becomes a subsidiary;
. liens securing debt of a subsidiary owed to us or another of our
subsidiaries or securing our debt to a subsidiary;
. liens on any property, shares of stock or assets existing at the time it
is acquired by us, whether by merger, consolidation, purchase, lease or
some other method;
. liens on property which the creditor has recourse only to such property
or proceeds from it;
. liens on property which do not materially detract from its value;
. any extension, renewal or replacement of any of the liens referred to
above;
. liens in connection with legal proceedings with respect to any of our
material property;
. liens for taxes or assessments, landlords' liens, mechanics' liens, or
charges incidental to the conduct of business or ownership of property,
not incurred by borrowing money or securing debt, or not overdue, or
liens we are contesting in good faith, or liens released by deposit or
escrow; and
. liens for penalties, assessments, clean-up costs or other governmental
charges relating to environmental protection matters.
The limitation does not apply to any liens not excluded by the above
examples if at the time and after giving effect to any debt secured by a lien
such liens do not exceed 10% of our consolidated assets. "Consolidated assets"
is defined to mean the gross book value of our assets and our subsidiaries,
determined on a consolidated basis in accordance with generally accepted
accounting principles. (Section 1003).
Limitations on sale and leaseback
Unless we specify otherwise in the applicable prospectus supplement or as
permitted below, neither we nor any subsidiary of ours will enter into any sale
and leaseback transaction. A sale and leaseback transaction occurs when we or a
subsidiary of ours sell or arranges to sell or transfer a principal property
back to a lender or investor and we or a subsidiary will in turn lease the
principal property back from the lender or investor, except for temporary
leases for a term, including renewals at the option of the lessee, if not more
than three years and except for leases between us and one of our subsidiaries
or between our subsidiaries. A "principal property" is any of our owned or
leased manufacturing plants located in the United States of America, not
including any plant(s) our board of directors determines are not of material
importance to the business of our company and its subsidiaries taken as a
whole.
The restrictions on sale and leaseback transactions do not apply where
either: (a) we or a subsidiary would be entitled to create debt secured by a
lien on the property to be leased in an amount at least equal to "attributable
debt" (as referred to below), without equally and ratably securing the debt
securities, or (b) within a period twelve months before and twelve months after
the consummation of the sale and leaseback transaction, we or one of our
subsidiaries expends on the property, an amount equal to:
. the net proceeds of the sale of the real property leased pursuant to the
transaction and we designate this amount as a credit against the
transaction, or
8
. part of the net proceeds of the sale of the real property leased pursuant
to the transaction and we designate this amount as a credit against the
transaction and apply an amount equal to the remainder due as described
below.
. Attributable debt is the present value discounted at the interest rate
implicit in the terms of the lease of the lessee's obligation for the
remaining net rent payments due under the remaining term of the lease,
including any effective renewal term or period which may, at the option
of the lessor, be extended.
The limitation on sale and leaseback transactions also does not apply if at
the time of the sale and leaseback:
. we apply, within 90 days of the effective date of any transaction, a cash
amount equal to the attributable debt to retire debt for money we or our
subsidiaries borrowed, not subordinate to the debt securities, which
matures, or is extendible or renewable 12 months after the creation of
the debt at the obligor's sole option without the consent of the obligee.
(Section 1004).
Limitation on consolidations and mergers
We may not consolidate or merge with any other person or convey or transfer
our properties and assets substantially as an entirety to another person or
permit another corporation to merge into us, unless, among other conditions:
. the successor is a corporation, partnership or trust organized and
validly existing under the laws of the United States or any state;
. the successor person, if not us, assumes our obligations on the debt
securities and under the indenture; and
. after giving effect to the transaction and treating any debt which
becomes our obligation as a result of the transaction as incurred by us
at that time, no event of default occurs under the indenture. (Section
801).
Defeasance
The indenture contains a provision that, unless made inapplicable to any
series of debt securities, permits us to elect (a) to defease and be discharged
from all of our obligations, subject to limited exceptions with respect to any
series of debt securities then outstanding, which we refer to below as "legal
defeasance," or (b) to be released from our obligations under certain
restrictive covenants, including those described above under "Certain
restrictive covenants," which we refer to as "covenant defeasance." To make
either of the above elections, we must:
. deposit in trust with the trustee, money, U.S. government obligations
which through the payment of principal and interest in accordance with
their terms will provide sufficient money without reinvestment, or a
combination of money and U.S. government obligations to repay in full the
series of debt securities and any mandatory sinking fund payments;
. deliver to the trustee an opinion of counsel that holders of the series
of debt securities will not recognize income, gain or loss for federal
income tax purposes as a result of the deposit and related defeasance and
will be subject to federal income tax in the same amount, in the same
manner and at the same times as would have been the case if such deposit
and related defeasance had not occurred; and
. comply with certain other provisions. (Sections 403 and 1005).
9
Modification of the indenture
Under the indenture our rights and obligations and the rights of the holders
may be modified with the consent of the holders of at least a majority in
principal amount of the then outstanding debt securities of each series
affected by the modification. None of the following modifications, however, is
effective against any holder without the consent of the holders of all of the
affected outstanding debt securities:
. changing the maturity or any installment of principal or interest on any
of the debt securities;
. reducing the principal amount, any premium or the rate of interest of any
of the debt securities;
. reducing the principal amount of an original issue discount debt security
due and payable upon acceleration of its maturity;
. changing the place for payment of or the currency, currencies or currency
unit or units in which any principal, premium or interest of any of the
debt securities is payable;
. impairing any right to take legal action for an overdue payment;
. reducing the percentage in principal amount of outstanding securities
required to modify or waive compliance with the indenture; or
. with some exceptions, modifying the provisions for the waiver of certain
covenants and defaults and any of the foregoing provisions. (Section
902).
Any actions we or the trustee may take toward adding to our covenants,
adding events of default or establishing the structure or terms of the debt
securities as permitted by the indenture will not require the approval of any
holder of debt securities. In addition, we or the trustee may cure ambiguities
or inconsistencies in the indentures or make other provisions without the
approval of any holder as long as no holder's interests are materially and
adversely affected. (Section 901).
Waiver of certain covenants
The indenture provides that we will not be required to comply with certain
restrictive covenants, including those described above under "Certain
restrictive covenants," if the holders of at least a majority in principal
amount of each series of outstanding debt securities affected waive compliance
with the restrictive covenants. (Section 1006).
Events of default, notice and waiver
Unless otherwise provided in a prospectus supplement, "Event of default"
when used in the indenture, will mean any of the following in relation to a
series of debt securities:
. failure to pay interest on any debt security for 30 days after the
interest becomes due;
. failure to pay the principal on any debt security when due;
. failure to deposit any sinking fund payment for 30 days after such
payment becomes due;
. failure to perform or breach of any other covenant or warranty in the
indenture that continues for 60 days after the trustee or the holders of
at least 25% in principal amount of the outstanding debt securities of
the series notifies us of the failure or breach;
. default as defined under any other debt instrument with an outstanding
amount due exceeding $50,000,000 that is accelerated and that continues
10 days without being discharged or the acceleration being rescinded
after the trustee or the holders of at least 25% in principal amount of
the outstanding debt securities of the series notifies us of the
acceleration;
. certain events of bankruptcy, insolvency or reorganization; or
. any other event of default provided for debt securities of that series.
(Section 501).
10
If any event of default relating to outstanding debt securities of any
series occurs and is continuing, either the trustee or holders of at least 25%
in principal amount of the then outstanding debt securities of that series may
declare the principal of all of the outstanding debt securities of such series
to be due and immediately payable in most circumstances. At any time after an
acceleration of any debt securities of a series is made, but before a judgment
for payment of money is obtained, the holders of at least a majority in
principal amount of the outstanding debt securities of that series may, under
certain circumstances, rescind such acceleration. (Section 502).
The holders of at least a majority in principal amount of the outstanding
debt securities of any series may direct the time, method and place of
conducting any proceeding for any remedy available to the trustee, or of
exercising any trust or power conferred on the trustee, with respect to the
debt securities of that series. The trustee may act in any way that is
consistent with those directions and may decline to act if any of the
directions is contrary to law or to the indenture or would involve the trustee
in personal liability. (Section 512).
The holders of at least a majority in principal amount of the outstanding
debt securities of any series may on behalf of the holders of all of the
outstanding debt securities of the series waive any past default (and its
consequences) under the indenture relating to the series, except a default (a)
in the payment of the principal of or any premium or interest on any of the
debt securities of the series or (b) with respect to a covenant or provision of
such indenture which, under the terms of such indenture cannot be modified or
amended without the consent of the holders of all of the outstanding debt
securities of the series affected. (Section 513).
The indenture contains provisions entitling the trustee, subject to the duty
of the trustee during an event of default to act with the required standard of
care, to be indemnified by the holders of the debt securities of the relevant
series before proceeding to exercise any right or power under the indenture at
the request of those holders. (Section 603(e)).
The indenture requires the trustee to, within 90 days after the occurrence
of a default known to it with respect to any series of outstanding debt
securities, give the holders of that series notice of the default if uncured
and unwaived. The trustee may withhold this notice if it in good faith
determines that the withholding of this notice is in the interest of those
holders, however, the trustee may not withhold this notice in the case of a
default in payment of principal, premium, interest or sinking fund installment
with respect to any debt securities of the series. The above notice shall not
be given until at least 30 days after the occurrence of a default in the
performance of or a breach of a covenant or warranty in the indenture other
than a covenant to make payment. The term "default" for the purpose of this
provision means any event that is, or after notice or lapse of time, or both,
would become, an event of default with respect to the debt securities of that
series. (Section 602).
The indenture requires us to file annually with the trustee a certificate,
executed by one of our officers, indicating whether the officer has knowledge
of any default under the indenture. (Section 704(4)).
Notices
Notices to holders of debt securities will be sent by mail to the addresses
of those holders as they appear in the security register. (Section 106).
Replacement of securities
We will replace any mutilated debt security at the expense of the holder
upon surrender of the mutilated debt security to the trustee. We will replace
debt securities that are destroyed, stolen or lost at the expense of the holder
upon delivery to the trustee of evidence of the destruction, loss or theft of
the debt securities satisfactory to us and to the trustee. In the case of a
destroyed, lost or stolen debt security, an indemnity satisfactory to the
trustee and us may be required at the expense of the holder of the debt
security before a replacement debt security will be issued. (Section 306).
11
Governing law
The indenture and the debt securities will be governed by, and construed in
accordance with, the laws of the State of New York. (Section 112).
The trustee
The Chase Manhattan Bank is trustee under the indenture. The trustee
participates in at least one of our credit agreements and has other customary
banking relationships with us and our affiliates.
Plan of distribution
We may sell the debt securities (a) through underwriters or dealers; (b)
directly to one or a limited number of institutional purchasers; or (c) through
agents. This prospectus or the applicable prospectus supplement will set forth
the terms of the offering of any debt securities, including the name or names
of any underwriters, dealers or agents, the price of the offered securities and
the net proceeds to us from such sale, any underwriting commissions or other
items constituting underwriters' compensation.
We may determine the price or other terms of the securities offered under
this prospectus by use of an electronic auction. We will describe how any
auction will determine the price or any other terms, how potential investors
may participate in the auction and the nature of the underwriters' obligations
in the related supplement to this prospectus.
If underwriters are used in the sale, the debt securities will be acquired
by the underwriters for their own account and may be resold from time to time
in one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of sale. The
debt securities may be offered to the public either through underwriting
syndicates represented by managing underwriters or directly by one or more
investment banking firms or others, as designated. Unless otherwise set forth
in the applicable prospectus supplement, the obligations of the underwriters or
agents to purchase the debt securities will be subject to certain conditions
precedent and the underwriters will be obligated to purchase all the debt
securities if any are purchased. Any initial public offering price and any
underwriting commissions or other items constituting underwriters' compensation
may be changed from time to time.
If a dealer is used in the sale of any debt securities, we will sell those
debt securities to the dealer, as principal. The dealer may then resell the
debt securities to the public at varying prices to be determined by the dealer
at the time of resale.
We may sell debt securities directly to one or more institutional
purchasers, or through agents at a fixed price or prices, which may be changed,
or at varying prices determined at time of sale. Unless otherwise indicated in
the prospectus supplement, any agent will be acting on a reasonable efforts
basis for the period of its appointment.
If an applicable prospectus supplement indicates, we will authorize agents,
underwriters or dealers to solicit offers by certain specified institutions to
purchase debt securities from us at the public offering price set forth in the
prospectus supplement under delayed delivery contracts providing for payment
and delivery on a specified date in the future. These contracts will be subject
only to those conditions set forth in the prospectus supplement, and the
prospectus supplement will set forth the commission payable for solicitation of
the contracts.
The debt securities will be a new issue of securities with no established
trading market. Any underwriters or agents to or through whom debt securities
are sold by us for public offering and sale may make a market in the debt
securities. The underwriters or agents are not obligated to make a market in
the debt securities and may discontinue market making at any time without
notice. We cannot predict the liquidity of the trading market for any debt
securities.
12
Under agreements entered into with us, agents and underwriters who
participate in the distribution of the debt securities may be entitled to
indemnification by us against certain civil liabilities, including liabilities
under the Securities Act of 1933, or to contribution with respect to payments
which the agents or underwriters may be required to make. Agents and
underwriters may be customers of, engage in transactions with or perform
services for us in the ordinary course of business.
Experts
PricewaterhouseCoopers LLP, independent auditors, have audited our
consolidated financial statements and schedule included in our Annual Report on
Form 10-K for the year ended December 31, 1999, as set forth in their report,
which is incorporated by reference in this prospectus and elsewhere in the
registration statement. Our financial statements and schedule are incorporated
by reference in reliance on PricewaterhouseCoopers LLP's report given on their
authority as experts in accounting and auditing.
Where you can find more information about Leggett & Platt, Incorporated
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C.,
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our SEC filings are also available to the public at the
SEC's web site at http://www.sec.gov. You may also obtain copies of our SEC
filings at The New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005.
The SEC allows us to "incorporate by reference" into this prospectus the
information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this prospectus, and
later information filed with the SEC will update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we make with the SEC under Section 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934 (File No. 1-7845) until we sell all of the
debt securities.
(a) Our Annual Report on Form 10-K for the year ended December 31, 1999;
(b) Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2000, June 30, 2000 and September 30, 2000; and
(c) Our Current Report on Form 8-K dated February 2, 2000 (filed February
2, 2000).
You may request a copy of these filings, at no cost, by writing to or
telephoning us, or by electronic mail request, at the following address:
Investor Relations
Leggett & Platt, Incorporated
No. 1 Leggett Road
Carthage, MO 64836
(417) 358-8131
Electronic mail: invest@leggett.com
You should rely only on the information incorporated by reference or
provided in this prospectus or the prospectus supplement. We have authorized no
one to provide you with different information. We are not making an offer of
these securities in any state where an offer is not permitted. You should not
assume that the information in this prospectus or the prospectus supplement is
accurate as of any date other than the date on the front of the applicable
document.
13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting compensation, are:
Filing Fee for Registration Statement.................................. $ 92,400
Legal Fees and Expenses................................................ $ 50,000
Accounting Fees and Expenses........................................... $ 11,000
Trustee's Fees and Expenses............................................ $ 2,500
Printing and Engraving Fees............................................ $ 15,000
Rating Agency Fees..................................................... $140,000
Miscellaneous.......................................................... $ 39,100
--------
Total................................................................ $350,000
========
All of the above amounts, other than the Commission filing fee, are
estimates only.
Item 15. Indemnification of Directors and Officers.
Under the Company's Restated Articles of Incorporation and Missouri
corporation laws, each of the present and former directors and officers of the
Company may be entitled to indemnification under certain circumstances from
certain liabilities, claims and expenses arising from any threatened, pending
or completed action, suit or proceeding (including any such action, suit or
proceeding arising under the Securities Act of 1933 as amended), to which they
are made a party by reason of the fact that he is or was a director or officer
of the Company.
The Company insures its directors and officers against certain liabilities
and has insurance against certain payments which it may be obliged to make to
such persons under the indemnification provisions of its Restated Articles of
Incorporation.
In the Amended and Restated Distribution Agreement, a form which is filed as
Exhibit 1.1 hereto, the Agents will agree to indemnify, under certain
conditions, Leggett & Platt, its directors, certain of its officers and persons
who control Leggett & Platt within the meaning of the Securities Act of 1933,
against certain liabilities.
Item 16. Exhibits.
The following Exhibits are filed as part of this Registration Statement:
1.1 Form of Amended and Restated Distribution Agreement, among the Company
and Bear, Stearns & Co. Inc., Chase Securities Inc., and Goldman, Sachs
& Co.
*1.2 Form of Underwriting Agreement.
4.1 Form of Indenture, dated as of November 24, 1999 between the Company
and The Chase Manhattan Bank, as Trustee, incorporated by reference to
Exhibit 4.1 of the Registration Statement on Form S-3 (File No.
333-90443) (the "Prior S-3").
4.2 Form of Debt Security (included in Exhibit 4.1).
4.3 Form of Fixed Rate Note, incorporated by reference to Exhibit 4.3 to the
Prior S-3.
4.4 Form of Floating Rate Note, incorporated by reference to Exhibit 4.4 to
the Prior S-3.
5.1 Opinion of Ernest C. Jett, Vice President, General Counsel and
Secretary of the Company.
8.1 Opinion of Bryan Cave LLP as to certain tax matters.
12 Computation of Ratio of Earnings to Fixed Charges.
23.1 Consent of PriceWaterhouseCoopers LLP.
23.2 Consent of Ernest C. Jett, Vice President, General Counsel and
Secretary of the Company (included as part of Exhibit 5.1).
23.3 Consent of Bryan Cave LLP (included as part of Exhibit 8.1).
24 Power of Attorney signed by directors and officers (included on
signature page).
25 Form T-1 Statement of Eligibility and Qualification of Trustee under
the Trust Indenture Act of 1939.
- --------
* To be filed by a report on Form 8-K pursuant to Item 601 of Regulation S-K.
II-1
Item 17. Undertakings.
(A) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
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)
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) 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 Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(B) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(C) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy, as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-2
(D) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, 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 of 1933, 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.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Carthage, State of Missouri, on the 1st day of
December, 2000.
LEGGETT & PLATT, INCORPORATED
By: /s/ Felix E. Wright
----------------------------------
Felix E. Wright
Vice Chairman of the Board,
Chief Executive Officer and
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Harry M. Cornell, Jr., Felix E. Wright,
Robert A. Jefferies, Jr. and Ernest C. Jett, and each of them (with full power
to each of them to act alone), his true and lawful attorneys-in-fact and agents,
with full power of substitution, for him or his behalf and in his name, place
and stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) and supplements to this Registration Statement, and
to file the same, with exhibits and any and all other documents and instruments
filed with respect thereto, with the Securities and Exchange Commission (or any
other governmental or regulatory authority), granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and to perform
each and every act and thing requisite and necessary to be done in order to
effectuate the same as fully as to all intents and purposes as he might or could
do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement, which also constitutes Post-Effective Amendment No. 4 to Registration
Statement No. 333-90443, has been signed below by the following persons in the
capacities indicated on the 30th day of November, 2000.
Signature Title
--------- -----
/s/ Felix E. Wright Vice Chairman of the Board, Chief Executive
______________________________________ Officer and President, Director (Principal
Felix E. Wright Executive Officer)
/s/ Michael A. Glauber Senior Vice President, Finance &
______________________________________ Administration (Principal Financial
Michael A. Glauber Officer)
/s/ Allan J. Ross Vice President--Accounting (Principal
______________________________________ Accounting Officer)
Allan J. Ross
/s/ Harry M. Cornell, Jr. Chairman of the Board
______________________________________
Harry M. Cornell, Jr.
/s/ Raymond F. Bentele Director
______________________________________
Raymond F. Bentele
/s/ Ralph W. Clark Director
______________________________________
Ralph W. Clark
/s/ Robert Ted Enloe, III Director
______________________________________
Robert Ted Enloe, III
II-4
Signature Title
--------- -----
/s/ Richard T. Fisher Director
______________________________________
Richard T. Fisher
/s/ Bob L. Gaddy Director
______________________________________
Bob L. Gaddy
/s/ David S. Haffner Director
______________________________________
David S. Haffner
/s/ Thomas A. Hays Director
______________________________________
Thomas A. Hays
/s/ Robert A. Jefferies, Jr. Director
______________________________________
Robert A. Jefferies, Jr.
/s/ Alexander M. Levine Director
______________________________________
Alexander M. Levine
/s/ Duane W. Potter Director
______________________________________
Duane W. Potter
/s/ Maurice E. Purnell, Jr. Director
______________________________________
Maurice E. Purnell, Jr.
/s/ Alice L. Walton Director
______________________________________
Alice L. Walton
II-5
EXHIBIT 1.1
LEGGETT & PLATT, INCORPORATED
$500,000,000
MEDIUM-TERM NOTES, SERIES I
AMENDED AND RESTATED U.S. DISTRIBUTION AGREEMENT
November __, 2000
Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Chase Securities Inc.
270 Park Avenue
New York, New York 10017
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
Reference is made to the U.S. Distribution Agreement (the "Original
Agreement"), dated as of November 24, 1999, among LEGGETT & PLATT, INCORPORATED,
a Missouri corporation (the "Company"), and BEAR, STEARNS & CO INC., CHASE
SECURITIES INC. and GOLDMAN, SACHS & CO. (each, an "Agent", and collectively,
the "Agents"), pursuant to which the Company appointed each Agent as an agent of
the Company for the purpose of soliciting and receiving offers to purchase its
Medium-Term Notes, Series I (the "Securities") in an aggregate amount up to
$500,000,000 (or the equivalent thereof in one or more foreign currencies or
composite currencies). On November 5, 1999, the Company filed a Registration
Statement on Form S-3 (File No. 333-90443), together with a prospectus
supplement relating to the Securities (collectively, the "Original Registration
Statement") with the Securities and Exchange Commission (the "Commission"),
which was declared effective by the Commission on November 15, 1999. On
November __, 2000, the Company filed a Registration Statement on Form S-3 (File
No. 333-______) (the "New Registration Statement"), which pursuant to Rule
429(b) of the Securities Act of 1933, as amended (the "Act"), carried forward
$150,000,000 of the Securities previously registered on the Original
Registration Statement, and registered an additional $350,000,000 of Securities.
In connection with the filing of the New Registration Statement, the Company is
entering
1
into this agreement with each of you (this "Agreement"), which shall be deemed
to amend, restate and supercede the Original Agreement in its entirety.
The Company proposes to issue and sell from time to time its Securities in
an aggregate amount up to $500,000,000 (or the equivalent thereof in one or more
foreign currencies or composite currencies) and agrees with each of you,
individually, as set forth in this Agreement.
Subject to the terms and conditions stated herein and to the reservation by
the Company of the right to sell Securities directly on its own behalf, the
Company hereby (i) appoints each Agent as an agent of the Company for the
purpose of soliciting and receiving offers to purchase Securities from the
Company pursuant to Section 2(a) hereof and (ii) agrees that, except as
otherwise contemplated herein, whenever it determines to sell Securities
directly to any Agent as principal, it will enter into a separate agreement
(each a "Terms Agreement"), substantially in the form of Annex I hereto,
relating to such sale in accordance with Section 2(b) hereof. This Agreement
shall not be construed to create either an obligation on the part of the Company
to sell any Securities or an obligation of any of the Agents to purchase
Securities as principal.
The Securities will be issued under a senior indenture, dated as of
November 24, 1999 (the "Indenture"), between the Company and The Chase Manhattan
Bank, as Trustee (the "Trustee"). The Securities shall have the maturity
ranges, interest rates, if any, redemption provisions and other terms set forth
in the Prospectus referred to below as it may be amended or supplemented from
time to time. The Securities will be issued, and the terms and rights thereof
established, from time to time by the Company in accordance with the Indenture.
1. The Company represents and warrants to, and agrees with, each Agent that:
(a) (i) The Original Registration Statement and the New Registration
Statement in respect of the Securities have been filed with the Commission; (ii)
such registration statements and any post-effective amendments thereto, each in
the form heretofore delivered or to be delivered to such Agent, including all
documents incorporated by reference in the prospectus included in such
registration statements and any post-effective amendments thereto, have been
declared effective by the Commission in such form; (iii) no other document with
respect to such registration statements or documents incorporated by reference
therein or any post-effective amendments thereto has heretofore been filed or
transmitted for filing with the Commission (other than one or more prospectuses
filed pursuant to Rule 424(b) of the rules and regulations of the Commission
under the Act, each in the form heretofore delivered to the Agents); and (iv) no
stop order suspending the effectiveness of any such registration statements has
been issued and no proceeding for that purpose has been initiated or threatened
by the Commission (each and every preliminary prospectus included in such
registration statements or filed with the Commission pursuant to Rule 424(a) of
the rules and regulations of the Commission under the Act, is hereinafter called
a "Preliminary
2
Prospectus"; (v) the various parts of each such registration statement,
including all exhibits thereto and the documents incorporated by reference in
the prospectus contained in each such registration statement at the time such
part of each such registration statement became effective but excluding the Form
T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of
1939, each as amended at the time such part of each such registration statement
became effective, are hereinafter collectively called the "Registration
Statement"; (vi) the prospectus (including, if applicable, any prospectus
supplement) relating to the Securities, in the form in which it has most
recently been filed, or transmitted for filing, with the Commission on or prior
to the date of this Agreement, is hereinafter called the "Prospectus"; (vii) any
reference herein to any Preliminary Prospectus or the Prospectus shall be deemed
to refer to and include the documents incorporated by reference therein pursuant
to the applicable form under the Act, as of the date of such Preliminary
Prospectus or Prospectus, as the case may be; (viii) any reference to any
amendment or supplement to any Preliminary Prospectus or the Prospectus,
including any supplement to the Prospectus that sets forth only the terms of a
particular issue of the Securities (a "Pricing Supplement"), shall be deemed to
refer to and include any documents filed after the date of such Preliminary
Prospectus or Prospectus, as the case may be, under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and incorporated therein by reference;
(ix) any reference to any amendment to the Registration Statement shall be
deemed to refer to and include any annual report of the Company filed pursuant
to Section 13(a) or 15(d) of the Exchange Act after the effective date of the
Registration Statement that is incorporated by reference in the Registration
Statement; and (x) any reference to the Prospectus as amended or supplemented
shall be deemed to refer to and include the Prospectus as amended or
supplemented (including by the applicable Pricing Supplement filed in accordance
with Section 4(a) hereof) in relation to Securities to be sold pursuant to this
Agreement, in the form filed or transmitted for filing with the Commission
pursuant to Rule 424(b) under the Act and in accordance with Section 4(a)
hereof, including any documents incorporated by reference therein as of the date
of such filing);
(b) The documents incorporated by reference in the Prospectus, when
they became effective or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder, and none of such documents contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; and any further
documents so filed and incorporated by reference in the Prospectus, or any
further amendment or supplement thereto, when such documents become effective or
are filed with the Commission, as the case may be, will conform in all material
respects to the requirements of the Act or the Exchange Act, as applicable, and
the rules and regulations of the Commission thereunder and will not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading;
3
(c) The Registration Statement and the Prospectus conform, and any
further amendments or supplements to the Registration Statement or the
Prospectus will conform, in all material respects to the requirements of the Act
and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and
the rules and regulations of the Commission thereunder and do not and will not,
as of the applicable effective date as to the Registration Statement and any
amendment thereto and as of the applicable filing date as to the Prospectus and
any amendment or supplement thereto, contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in writing to the
Company by any Agent expressly for use in the Prospectus as amended or
supplemented, or to that part of the Registration Statement that constitutes the
Form T-1 Statement of Eligibility and Qualification under the Trust Indenture
Act of 1939 of the Trustee;
(d) The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of Missouri; and
has the requisite corporate power and authority to execute and deliver the
Securities and this Agreement, to perform its obligations hereunder and
thereunder, and to own its properties and conduct its business as described in
the Prospectus.
(e) The issuance and sale of the Securities in an aggregate
principal amount not in excess of an aggregate principal amount which shall not
exceed $500,000,000 (or the equivalent in a foreign currency or currencies), has
been duly authorized by the Company and, when the Securities have been duly
executed by the Company and authenticated and delivered by the Trustee, and
payment therefor has been received by or on behalf of the Company, such
Securities will constitute legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, except as such
enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization
or other similar laws affecting the enforcement of creditors' rights generally
and by general equitable principles.
(f) This Agreement has been duly authorized, executed and delivered
by the Company and constitutes the legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, except as
such enforcement may be limited by bankruptcy, insolvency, moratorium,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally and by general equitable principles and except that no
representation or warranty is made with respect to the enforceability of Section
7 hereof.
(g) The Company and its subsidiaries have not sustained since the
date of the latest audited financial statements included or incorporated by
reference in the Prospectus any loss or interference with its business from
fire, explosion, flood or other calamity, whether or not covered by insurance,
or from any labor dispute or court or governmental action, order or decree,
which is material to the Company and its subsidiaries taken as a whole otherwise
than as set forth or contemplated in the
4
Prospectus; and, since the respective dates as of which information is given in
the Registration Statement and the Prospectus, there has not been any material
decrease in the capital stock of the Company or material increase in
consolidated long-term debt (as such terms are defined in accordance with
generally accepted accounting principles) of the Company and its subsidiaries or
any material adverse change, or any development that the Company believes would
be reasonably likely to result in a material adverse change, in or affecting the
general affairs, management, financial position, stockholders' equity or results
of operations of the Company and its subsidiaries taken as a whole, otherwise
than as set forth or contemplated in the Prospectus;
(h) (i) The issue and sale of the Securities, the compliance by the
Company with all of the provisions of the Securities, the Indenture, this
Agreement and any Terms Agreement, and the consummation of the transactions
herein and therein contemplated will not (A) result in a breach or violation of
any of the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company is a party or by which the Company is bound or to which any of
the property or assets of the Company is subject or (B) result in any violation
of (1) the provisions of the Articles of Incorporation, as amended, or the By-
laws of the Company or (2) any statute or any order, rule or regulation of any
court or governmental agency or body having jurisdiction over the Company or any
of its properties; and (ii) no consent, approval, authorization, order,
registration or qualification of or with any court or governmental agency or
body is required on the part of the Company for the solicitation of offers to
purchase Securities, the issue and sale of the Securities or the consummation by
the Company of the other transactions contemplated by this Agreement, any Terms
Agreement or the Indenture, except such as have been, or will have been prior to
the Commencement Date (as defined in Section 3 hereof), obtained under the Act
or the Trust Indenture Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under state securities or
Blue Sky laws in connection with the solicitation by such Agent of offers to
purchase Securities from the Company and with purchases of Securities by such
Agent as principal, as the case may be, in each case in the manner contemplated
hereby;
(i) Other than as set forth in the Prospectus, there are no legal or
governmental proceedings pending to which the Company or any of its subsidiaries
is a party or to which any property of the Company or any of its subsidiaries is
subject, which would individually or in the aggregate reasonably be expected to
have a material adverse effect on the current or future consolidated financial
position, stockholders' equity or results of operations of the Company and its
subsidiaries taken as a whole, and, to the best of the Company's knowledge, no
such proceedings are threatened or contemplated by governmental authorities or
threatened by others;
(j) Immediately after any sale of Securities by the Company
hereunder or under any Terms Agreement, the aggregate amount of Securities that
will have been issued and sold by the Company hereunder or under any Terms
Agreement and
5
of any debt securities of the Company (other than such Securities) that will
have been issued and sold pursuant to the Registration Statement will not exceed
the amount of debt securities registered under the Registration Statement; and
(k) The Company is not an "investment company" or a company
"controlled" by an "investment company" within the meaning of the Investment
Company Act of 1940, as amended.
2. (a) On the basis of the representations and warranties herein contained,
and subject to the terms and conditions herein set forth, each of the Agents
hereby severally and not jointly agrees, as agent of the Company, to use its
reasonable efforts to solicit and receive offers to purchase the Securities from
the Company upon the terms and conditions set forth in the Prospectus as amended
or supplemented from time to time. The Company reserves the right to offer,
solicit offers and sell Securities directly on its own behalf to any person, to
sell Securities through others (provided that any other agent or broker dealer
will execute an agreement with the Company that includes terms and conditions
that are substantially identical to the terms and conditions included in this
Agreement), and after not less than 5 business days prior written notice to the
Agents, to designate and select additional agents to become party to this
Agreement. In the case of any sale not resulting from a solicitation made by any
Agent, no commission will be payable to the Agents with respect to such sale. In
no event shall any offers, solicitation of offers or sales of debt securities by
the Company result in (i) any violation of applicable federal or state
securities laws (and, if requested by any such Agent, the Company shall deliver
an opinion of counsel in a form reasonably satisfactory to such Agent, to such
effect, provided, that such counsel need not express any opinion as to accuracy
or completeness of disclosure in any other such sale by the Company) or (ii) any
Agent's inability to re-sell any Securities that it has purchased as a principal
pursuant to this Agreement or any Terms Agreement.
Procedural details relating to the issue and delivery of Securities,
the solicitation of offers to purchase Securities and the payment in each case
therefor shall be as set forth in the Administrative Procedures attached hereto
as Annex II as it may be amended from time to time by written agreement between
the Agents and the Company (the "Administrative Procedures"). The provisions of
the Administrative Procedures shall apply to all transactions contemplated
hereunder other than those made pursuant to a Terms Agreement. Each Agent and
the Company agree to perform the respective duties and obligations specifically
provided to be performed by each of them in the Administrative Procedures. The
Company will furnish to the Trustee a copy of the Administrative Procedures as
from time to time in effect.
The Company reserves the right, in its sole discretion, to instruct
the Agents orally (with confirmation in writing) or in writing to suspend at any
time, for any period of time or permanently, the solicitation of offers to
purchase the Securities. Upon receipt of such instructions from the Company, the
Agents will forthwith suspend
6
solicitation of offers to purchase Securities from the Company until such time
as the Company has advised the Agents that such solicitation may be resumed.
During such period, the Company shall not be required to comply with the
provisions of Sections 4(h), 4(i), 4(j) and 4(k). Upon advising the Agents that
such solicitation may be resumed, however, the Company shall be required to
comply with the provisions of Sections 4(h), 4(i), 4(j) and 4(k) prior to
resumption of such solicitations. In addition, any failure by the Company to
comply with its obligations hereunder, including without limitation its
obligations to deliver the documents required by Sections 4(h), 4(i), 4(j) and
4(k), shall automatically terminate the Agents' obligations hereunder, including
without limitation its obligations to solicit offers to purchase the Securities
hereunder as agent or to purchase Securities hereunder as principal.
The Company agrees to pay each Agent a commission, at the time of
settlement of any sale of a Security by the Company as a result of a
solicitation made by such Agent, in an amount equal to the applicable percentage
of the principal amount of such Security sold as set forth in Schedule A hereto.
(b) Each sale of Securities to any Agent as principal shall be made
in accordance with the terms of this Agreement and (unless the Company and such
Agent otherwise agree) a Terms Agreement which will provide for the sale of such
Securities to, and the purchase thereof by, such Agent; a Terms Agreement may
also specify certain provisions relating to the re-offering of such Securities
by such Agent; the commitment of any Agent to purchase Securities as principal,
whether pursuant to any Terms Agreement or otherwise, shall be deemed to have
been made on the basis of the representations and warranties of the Company
herein contained and shall be subject to the terms and conditions herein set
forth; each Terms Agreement shall specify the principal amount of Securities to
be purchased by any Agent pursuant thereto, the price to be paid to the Company
for such Securities, any provisions relating to rights of, and default by,
underwriters acting together with such Agent in the re-offering of the
Securities and the time and date and place of delivery of and payment for such
Securities; and such Terms Agreement shall also specify any requirements for
opinions of counsel, accountants' letters and officers' certificates pursuant to
Section 4 hereof. Each Agent proposes to offer Securities purchased by it as
principal for sale at prevailing market prices or prices related thereto at the
time of sale, which may be equal to, greater than or less than the price at
which such Securities are purchased by such Agent from the Company.
For each sale of Securities to an Agent as principal that is not made
pursuant to a Terms Agreement, the procedural details relating to the issue and
delivery of such Securities and payment therefor shall be as set forth in the
Administrative Procedures. For each such sale of Securities to an Agent as
principal that is not made pursuant to a Terms Agreement, the Company agrees to
pay such Agent a commission (or grant an equivalent discount) as provided in
Section 2(a) hereof and in accordance with the schedule set forth therein.
7
Each time and date of delivery of and payment for Securities to be
purchased by an Agent as principal, whether set forth in a Terms Agreement or in
accordance with the Administrative Procedures, is referred to herein as a "Time
of Delivery".
(c) Each Agent agrees, with respect to any Security denominated in a
currency other than U.S. dollars, as agent, directly or indirectly, not to
solicit offers to purchase, and as principal under any Terms Agreement or
otherwise, directly or indirectly, not to offer, sell or deliver, such Security
in, or to residents of, the country issuing such currency, except as permitted
by applicable law.
3. The documents required to be delivered pursuant to Section 6 hereof on the
Commencement Date (as defined below) shall be delivered to the Agents at the
offices of Paul, Hastings, Janofsky & Walker LLP, New York, New York, at 11:00
a.m., New York City time, on the date of this Agreement, which date and time of
such delivery may be postponed by agreement between the Agents and the Company
but in no event shall be later than the day prior to the date on which
solicitation of offers to purchase Securities is commenced or on which any Terms
Agreement is executed (such time and date being referred to herein as the
"Commencement Date").
4. The Company covenants and agrees with each Agent:
(a) (i) To make no amendment or supplement to the Registration
Statement or the Prospectus (A) prior to the Commencement Date without affording
each Agent a reasonable opportunity to review and comment thereon or (B) after
the date of any Terms Agreement or other agreement by an Agent to purchase
Securities as principal and prior to the related Time of Delivery that is
disapproved by any Agent party to such Terms Agreement or so purchasing as
principal promptly after reasonable notice thereof; provided, however, that (1)
the foregoing requirement shall not apply to any of the Company's filings with
the Commission required to be filed pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act, copies of which filings the Company will cause to be
delivered to the Agents promptly after being transmitted for filing with the
Commission and (2) any Prospectus supplement or Pricing Supplement that merely
sets forth the terms or a description of particular Securities shall only be
reviewed and approved by the Agent or Agents offering such Securities; (ii) to
prepare, with respect to any Securities to be sold through or to such Agent
pursuant to this Agreement, a Pricing Supplement with respect to such Securities
in a form previously approved by such Agent and to file such Pricing Supplement
pursuant to Rule 424(b)(3) under the Act not later than the close of business of
the Commission on the fifth business day after the date on which such Pricing
Supplement is first used (or the business day immediately preceding the Time of
Delivery if earlier); (iii) to make no amendment or supplement to the
Registration Statement or Prospectus, other than any Pricing Supplement, at any
time prior to having afforded each Agent a reasonable opportunity to review and
comment thereon provided, however, that (1) the foregoing requirement shall not
apply to any of the Company's filings with the Commission required to be filed
pursuant to Section
8
13(a), 13(c), 14 or 15(d) of the Exchange Act, copies of which filings the
Company will cause to be delivered to the Agents promptly after being
transmitted for filing with the Commission and (2) any Prospectus supplement or
Pricing Supplement that merely sets forth the terms or a description of
particular Securities shall only be reviewed and approved by the Agent or Agents
offering such Securities; (iv) to file promptly all reports and any definitive
proxy or information statements required to be filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for
so long as the delivery of a prospectus is required in connection with the
offering or sale of the Securities, and during such same period to advise such
Agent, promptly after the Company receives notice thereof, of the time when any
amendment to the Registration Statement has been filed or has become effective
or any supplement to the Prospectus or any amended Prospectus (other than any
Pricing Supplement that relates to Securities not purchased through or by such
Agent) has been filed with the Commission, of the issuance by the Commission of
any stop order or of any order preventing or suspending the use of any
prospectus relating to the Securities, of the suspension of the qualification of
the Securities for offering or sale in any jurisdiction, of the initiation or
threatening of any proceeding for any such purpose, or of any request by the
Commission for the amendment or supplement of the Registration Statement or
Prospectus or for additional information; and (v) in the event of the issuance
of any such stop order or of any such order preventing or suspending the use of
any such prospectus or suspending any such qualification, to promptly use its
reasonable best efforts to obtain its withdrawal;
(b) Promptly from time to time to take such action as such Agent may
reasonably request to qualify the Securities for offering and sale under the
securities laws of such jurisdictions in the United States as such Agent may
request (and in such foreign jurisdictions as the Company and the Agents may
mutually agree) and to comply with such laws so as to permit the continuance of
sales and dealings therein for as long as may be necessary to complete the
distribution or sale of the Securities; provided, however, that in connection
therewith the Company shall not be required to qualify as a foreign corporation
or as a dealer in securities or to file a general consent to service of process
or subject itself to taxation in any jurisdiction;
(c) To furnish such Agent with copies of the Registration Statement
and each amendment thereto, with copies of the Prospectus as each time amended
or supplemented, other than any Pricing Supplement (except as provided in the
Administrative Procedures), in the form in which it is filed with the Commission
pursuant to Rule 424 under the Act, and with copies of the documents
incorporated by reference therein, all in such quantities as such Agent may
reasonably request from time to time; and, if the delivery of a prospectus is
required at any time in connection with the offering or sale of the Securities
(including Securities purchased from the Company by such Agent as principal) and
if at such time any event has occurred as a result of which the Prospectus as
then amended or supplemented would include an untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements
9
therein, in the light of the circumstances under which they were made when such
Prospectus is delivered, not misleading, or, if for any other reason it is
necessary during such same period to amend or supplement the Prospectus or to
file under the Exchange Act any document incorporated by reference in the
Prospectus in order to comply with the Act, the Exchange Act or the Trust
Indenture Act, to notify such Agent and request such Agent, in its capacity as
agent of the Company, to suspend solicitation of offers to purchase Securities
from the Company (and, if so notified, such Agent shall forthwith cease such
solicitations); and if the Company decides to amend or supplement the
Registration Statement or the Prospectus as then amended or supplemented, to so
advise such Agent promptly by telephone (with confirmation in writing) and,
subject to the second proviso below, to prepare and cause to be filed promptly
with the Commission an amendment or supplement to the Registration Statement or
the Prospectus as then amended or supplemented that will correct such statement
or omission or effect such compliance; provided, however, that if during such
same period such Agent continues to own Securities purchased from the Company by
such Agent as principal or such Agent is otherwise required to deliver a
prospectus in respect of transactions in the Securities, the Company shall
promptly prepare and file with the Commission such an amendment or supplement;
provided, further, however, that notwithstanding any other provision of this
Agreement, that if to do so would result in the Company disclosing information
that the Company is required by law, contract or otherwise to hold in confidence
or which the Company believes is in the best interests of its shareholders to
hold in confidence, the Company shall not be required to prepare and file such
amendment or supplement, provided, further that in any such event such Agent
shall have the right to require the Company to repurchase such Securities from
such Agent at the price such Securities were sold to such Agent by the Company,
plus accrued interest, less the Agent's commission to the extent the Agent
actually received a commission as an alternative to purchasing such Securities
at a discount from the Company pursuant to this Agreement;
(d) To make generally available to its security holders as soon as
practicable, but in any event not later than eighteen months after the effective
date of the Registration Statement (as defined in Rule 158(c) under the Act), an
earnings statement of the Company and its subsidiaries (which need not be
audited) complying with Section 11(a) of the Act and the rules and regulations
of the Commission thereunder (including, at the option of the Company, Rule
158);
(e) So long as any Securities are outstanding, to furnish to such
Agent copies of all reports or other communications (financial or other)
furnished to the Company's shareholders, and deliver to such Agent (i) as soon
as they are available, copies of any reports and financial statements furnished
to or filed with the Commission or any national securities exchange on which any
class of securities of the Company is listed; and (ii) such additional
information concerning the business and financial condition of the Company as
such Agent may from time to time reasonably request (such financial statements
to be on a consolidated basis to the extent the accounts of the
10
Company and its subsidiaries are consolidated in reports furnished to its
shareholders generally or to the Commission);
(f) That, from the date of any Terms Agreement with such Agent or
other agreement by such Agent to purchase Securities as principal and continuing
to and including the termination of the trading restrictions for the Securities
purchased thereunder, as notified to the Company by such Agent, not to offer,
sell, contract to sell or otherwise dispose of any debt securities of the
Company that both mature more than 9 months after such Time of Delivery and are
substantially similar to the Securities, without the prior written consent of
such Agent; provided, that in no event shall borrowings under the Company's
revolving credit agreements and lines of credit or issuances of commercial paper
be deemed to be substantially similar to the Securities;
(g) That each acceptance by the Company of an offer to purchase
Securities hereunder (including any purchase by such Agent as principal not
pursuant to a Terms Agreement), and each execution and delivery by the Company
of a Terms Agreement with such Agent, shall be deemed to be an affirmation to
such Agent that the representations and warranties of the Company contained in
or made pursuant to this Agreement are true and correct as of the date of such
acceptance or of such Terms Agreement, as the case may be, as though made at and
as of such date, and an undertaking that such representations and warranties
will be true and correct as of the settlement date for the Securities relating
to such acceptance or as of the Time of Delivery relating to such sale, as the
case may be, as though made at and as of such date (except that such
representations and warranties relating to the Registration Statement and
Prospectus shall be deemed to relate to the Registration Statement and the
Prospectus as amended and supplemented relating to such Securities);
(h) That reasonably in advance of each time the Registration
Statement or the Prospectus is amended or supplemented, including each time a
document filed under the Act or the Exchange Act is incorporated by reference
into the Prospectus (other than by (i) an amendment relating solely to
securities other than the Securities, (ii) a filing pursuant to item 5 of
Form 8-K, (iii) the Company's quarterly reports filed on Form 10-Q and (iv) a
Pricing Supplement; unless in each case, in the reasonable judgment of the
Agents, the Agents request such documents to be delivered), and each time the
Company sells Securities to such Agent as principal pursuant to a Terms
Agreement and such Terms Agreement specifies the delivery of an opinion or
opinions by Paul, Hastings, Janofsky & Walker LLP, counsel to the Agents, as a
condition to the purchase of Securities pursuant to such Terms Agreement, the
Company shall furnish to such counsel such papers and information as they may
reasonably request to enable them to furnish to such Agent the opinion or
opinions referred to in Section 6(b) hereof;
(i) That each time the Registration Statement or the Prospectus is
amended or supplemented, including each time a document filed under the Act or
the
11
Exchange Act is incorporated by reference into the Prospectus (other than by (i)
an amendment relating solely to securities other than the Securities, (ii) a
filing pursuant to item 5 of Form 8-K, (iii) the Company's quarterly reports
filed on Form 10-Q and (iv) a Pricing Supplement; unless in each case, in the
reasonable judgment of the Agents, the Agents request such documents to be
delivered) and each time the Company sells Securities to such Agent as principal
pursuant to a Terms Agreement and such Terms Agreement specifies the delivery of
an opinion under this Section 4(i) as a condition to the purchase of Securities
pursuant to such Terms Agreement, the Company shall furnish or cause to be
furnished forthwith to such Agent a written opinion of the Company's General
Counsel, or other counsel for the Company reasonably satisfactory to such Agent,
dated the date of such amendment, supplement, incorporation or Time of Delivery
relating to such sale, as the case may be, in form reasonably satisfactory to
such Agent, to the effect that such Agent may rely on the opinion of such
counsel referred to in Section 6(c) hereof that was last furnished to such Agent
to the same extent as though it were dated the date of such letter authorizing
reliance (except that the opinion or opinions in such last opinion relating to
the Registration Statement and the Prospectus shall be deemed to relate to the
Registration Statement and the Prospectus as amended and supplemented to such
date) or, in lieu of such opinion, an opinion of the same tenor as the opinion
of such counsel referred to in Section 6(c) hereof but modified to relate to the
Registration Statement and the Prospectus as amended and supplemented to such
date;
(j) That each time the Registration Statement or the Prospectus is
amended or supplemented, including each time that a document filed under the Act
or the Exchange Act is incorporated by reference into the Prospectus, in either
case to set forth financial information included in or derived from the
Company's consolidated financial statements or accounting records (other than by
(i) an amendment relating solely to securities other than the Securities, (ii) a
filing pursuant to item 5 of Form 8-K and (iii) a Pricing Supplement; unless in
each case, in the reasonable judgment of the Agents, the Agents request such
documents to be delivered), and each time the Company sells Securities to such
Agent as principal pursuant to a Terms Agreement and such Terms Agreement
specifies the delivery of a letter under this Section 4(j) as a condition to the
purchase of Securities pursuant to such Terms Agreement, the Company shall cause
the independent certified public accountants who have certified the financial
statements of the Company and its subsidiaries included or incorporated by
reference in the Registration Statement to furnish forthwith such Agent a
letter, dated the date of such amendment, supplement, incorporation or Time of
Delivery relating to such sale, as the case may be, in form reasonably
satisfactory to such Agent, of the same tenor as the letter referred to in
Section 6(d) hereof but modified to relate to the Registration Statement and the
Prospectus as amended or supplemented to the date of such letter, with such
changes as may be necessary to reflect changes in the financial statements and
other information derived from the accounting records of the Company, to the
extent such financial statements and other information are available as of a
date not more than five business days prior to the date of such letter;
provided, however, that, with respect to any financial information or other
matter, such letter may reconfirm as true and correct at such date as
12
though made at and as of such date, rather than repeat, statements with respect
to such financial information or other matter made in the letter referred to in
Section 6(d) hereof which was last furnished to such Agent;
(k) That each time the Registration Statement or the Prospectus is
amended or supplemented, including each time a document filed under the Act or
the Exchange Act is incorporated by reference into the Prospectus (other than by
(i) an amendment relating solely to securities other than the Securities, (ii) a
filing pursuant to item 5 of Form 8-K, (iii) the Company's quarterly reports
filed on Form 10-Q and (iv) a Pricing Supplement; unless in each case, in the
reasonable judgment of the Agents, the Agents request such documents to be
delivered) and each time the Company sells Securities to such Agent as principal
and the applicable Terms Agreement specifies the delivery of a certificate under
this Section 4(k) as a condition to the purchase of Securities pursuant to such
Terms Agreement, the Company shall furnish or cause to be furnished forthwith to
such Agent a certificate, dated the date of such supplement, amendment,
incorporation or Time of Delivery relating to such sale, as the case may be, in
such form and executed by such officers of the Company as shall be reasonably
satisfactory to such Agent, to the effect that the statements contained in the
certificates referred to in Section 6(i) hereof that was last furnished to such
Agent are true and correct at such date as though made at and as of such date
(except that such statements relating to the Registration Statement and the
Prospectus shall be deemed to relate to the Registration Statement and the
Prospectus as amended and supplemented to such date) or, in lieu of such
certificate, certificates of the same tenor as the certificates referred to in
said Section 6(i) but modified to relate to the Registration Statement and the
Prospectus as amended and supplemented to such date; and
(l) To offer to any person who has agreed to purchase Securities
from the Company as the result of an offer to purchase solicited by such Agent
the right to refuse to purchase and pay for such Securities if, on the related
settlement date fixed pursuant to the Administrative Procedures, any condition
set forth in Section 6(a), 6(e), 6(f) or 6(g) hereof has not been satisfied (it
being understood that the judgment of such person with respect to the
impracticability or inadvisability of such purchase of Securities shall be
substituted, for purposes of this Section 4(l), for the respective judgments of
an Agent with respect to certain matters referred to in such Sections 6(e) and
6(g), and that such Agent shall have no duty or obligation whatsoever to
exercise the judgment permitted under such Sections 6(e) and 6(g) on behalf of
any such person).
5. The Company covenants and agrees with each Agent that the Company will pay
or cause to be paid the following: (i) the fees, disbursements and expenses of
the Company's counsel and accountants in connection with the registration of the
Securities under the Act and all other expenses in connection with the
preparation, printing and filing of the Registration Statement, any Preliminary
Prospectus, the Prospectus and any Pricing Supplements and all other amendments
and supplements thereto and the mailing and delivering of copies thereof to such
Agent; (ii) the reasonable fees, disbursements and expenses of counsel for the
Agents in connection with the establishment of the
13
program contemplated hereby, any opinions to be rendered by such counsel
hereunder and under any Terms Agreement and the transactions contemplated
hereunder and under any Terms Agreement; (iii) the cost of printing, producing
or reproducing this Agreement, any Terms Agreement, any Indenture, any Blue Sky
and Legal Investment Memoranda, closing documents (including any compilations
thereof) and any other documents in connection with the offering, purchase, sale
and delivery of the Securities; (iv) all expenses in connection with the
qualification of the Securities for offering and sale under state securities
laws as provided in Section 4(b) hereof, including the reasonable fees and
disbursements of counsel for the Agents in connection with such qualification
and in connection with the Blue Sky and legal investment surveys; (v) any fees
charged by securities rating services for rating the Securities; (vi) any filing
fees incident to, and the reasonable fees and disbursements of counsel for the
Agents in connection with, any required review by the National Association of
Securities Dealers, Inc. of the terms of the sale of the Securities; (vii) the
cost of preparing the Securities; (viii) the fees and expenses of any Trustee
and any agent of any Trustee and any transfer or paying agent of the Company and
the reasonable fees and disbursements of counsel for any Trustee or such agent
in connection with any Indenture and the Securities; (ix) any advertising
expenses connected with the solicitation of offers to purchase and the sale of
Securities so long as such advertising expenses have been approved in advance in
writing by the Company; and (x) all other costs and expenses incident to the
performance of its obligations hereunder that are not otherwise specifically
provided for in this Section. Except as provided in Sections 7 and 8 hereof,
each Agent shall pay all other expenses it incurs.
6. The obligation of any Agent, as agent of the Company, at any time
("Solicitation Time") to solicit offers to purchase the Securities and the
obligation of any Agent to purchase Securities as principal, pursuant to any
Terms Agreement or otherwise, shall in each case be subject, in such Agent's
discretion, to the condition that all representations and warranties and other
statements of the Company herein (and, in the case of an obligation of an Agent
under a Terms Agreement, in or incorporated by reference in such Terms
Agreement) are true and correct at and as of the Commencement Date and any
applicable date referred to in Section 4(k) hereof that is prior to such
Solicitation Time or Time of Delivery, as the case may be, and at and as of such
Solicitation Time or Time of Delivery, as the case may be (except that such
representations and warranties relating to the Registration Statement and the
Prospectus shall be deemed to relate to the Registration Statement and the
Prospectus as amended and supplemented to such date), the condition that prior
to such Solicitation Time or Time of Delivery, as the case may be, the Company
shall have performed all of its obligations hereunder theretofore to be
performed, and the following additional conditions:
(a) (i) With respect to any Securities sold at or prior to such
Solicitation Time or Time of Delivery, as the case may be, the Prospectus as
amended or supplemented (including the Pricing Supplement) with respect to such
Securities shall have been filed with the Commission pursuant to Rule 424(b)
under the Act within the applicable time period prescribed for such filing by
the rules and regulations under the
14
Act and in accordance with Section 4(a) hereof; (ii) no stop order suspending
the effectiveness of the Registration Statement shall have been issued and no
proceeding for that purpose shall have been initiated or threatened by the
Commission; and (iii) all requests for additional information on the part of the
Commission shall have been complied with to the reasonable satisfaction of such
Agent;
(b) Paul, Hastings, Janofsky & Walker LLP, counsel to the Agents,
shall have furnished to such Agent (i) such opinion or opinions, dated the
Commencement Date, in form reasonably acceptable to such Agent, and (ii) if and
to the extent requested by such Agent, with respect to each applicable date
referred to in Section 4(h) hereof that is on or prior to such Solicitation Time
or Time of Delivery, as the case may be, an opinion or opinions, dated such
applicable date, to the effect that such Agent may rely on the opinion or
opinions that were last furnished to such Agent pursuant to this Section 6(b) to
the same extent as though it or they were dated the date of such letter
authorizing reliance (except that any such later opinion or opinions relating to
the Registration Statement and the Prospectus shall be deemed to relate to the
Registration Statement and the Prospectus as amended and supplemented to such
date) or, in any case, in lieu of such an opinion or opinions, an opinion or
opinions of the same tenor as the opinion or opinions referred to in clause (i)
but modified to relate to the Registration Statement and the Prospectus as
amended and supplemented to such date; and in each case such counsel shall have
received such papers and information as they may reasonably request to enable
them to pass upon such matters;
(c) The Company's General Counsel, or other counsel for the Company
reasonably satisfactory to such Agent, shall have furnished to such Agent their
written opinions, dated the Commencement Date and each applicable date referred
to in Section 4(i) hereof that is on or prior to such Solicitation Time or Time
of Delivery, as the case may be (except that any such later opinion or opinions
relating to the Registration Statement and the Prospectus shall be deemed to
relate to the Registration Statement and the Prospectus as amended and
supplemented to such date), in form and substance reasonably satisfactory to
such Agent, substantially to the effect that
(i) the Company is a corporation validly existing as a
corporation in good standing under the laws of the jurisdiction in which it is
chartered or organized, with full corporate power and authority to own its
properties and conduct its business in all material respects as described in the
Prospectus;
(ii) each subsidiary constituting 10% or more of the
consolidated total assets of the Company as of such date (each such subsidiary
being hereinafter referred to as a "Significant Subsidiary") is a corporation
validly existing and in good standing under the laws of its jurisdiction of
incorporation; and all of the issued shares of capital stock of each such
subsidiary have been duly and validly authorized and issued, are fully paid and
non-assessable and (except as otherwise set forth in the Prospectus) are owned
directly or indirectly by the Company, to such
15
counsel's knowledge free and clear of all liens, encumbrances, equities or
claims (such counsel being entitled to rely in respect of the opinion in this
clause upon opinions of local counsel and in respect of matters of fact upon
certificates of officers of the Company or its subsidiaries, provided that such
counsel shall state that they believe that you and they are justified in relying
upon such opinions and certificates);
(iii) the Company's authorized equity capitalization is as set forth
in the Prospectus as of the date or dates indicated herein; the Securities
conform in all material respects to the description thereof contained in the
Prospectus; and, if the Securities are to be listed on any securities exchange,
authorization therefor has been given, subject to official notice of issuance
and evidence of satisfactory distribution, or the Company has filed a
preliminary listing application and all required supporting documents with
respect to the Securities with such securities exchange and such counsel has no
reason to believe that the Securities will not be authorized for listing,
subject to official notice of issuance and evidence of satisfactory
distribution;
(iv) the Indenture has been duly authorized, executed and delivered
by the Company and has been duly qualified under the Trust Indenture Act and
constitutes a valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general equity
principles;
(v) any series of Securities established on or prior to the date of
such opinion has been duly authorized and established in conformity with the
Indenture, and, when the terms of a particular Security and of its issuance and
sale have been duly authorized and established by all necessary corporate action
in conformity with the Indenture, and such Security has been duly completed,
executed, authenticated and issued in accordance with the Indenture and
delivered against payment as contemplated by this Agreement, such Security will
constitute a legal, valid and binding obligation of the Company entitled to the
benefits of the Indenture and enforceable in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles, it being understood that such counsel may (a)
assume that at the time of the issuance, sale and delivery of each Security the
authorization of such series has not been modified or rescinded and there has
not occurred any change in law affecting the validity, legally binding character
or enforceability of such Security and (b) state that as of the date of such
opinion a judgment for money in an action based on Securities denominated in
foreign currencies or currency units in a federal or state court in the United
States ordinarily would be enforced in the United States only in United States
dollars, and that the date used to determine the rate of conversion of the
foreign currency or currency unit in which a particular Security is denominated
into United States dollars will depend upon various factors, including which
court renders the judgment;
16
(vi) to the best knowledge of such counsel, there is no action, suit
or proceeding pending or overtly threatened before any court or governmental
agency, authority or body or any arbitrator involving the Company or any of its
subsidiaries, of a character required to be disclosed in the Registration
Statement that is not adequately disclosed in the Prospectus, and there is no
franchise, contract or other document of a character required to be described in
the Registration Statement or Prospectus, or to be filed as an exhibit, that is
not described or filed as required; and the statements included or incorporated
in the Prospectus describing any legal proceedings or material contracts or
agreements relating to the Company fairly summarize such matters to the extent
required by law;
(vii) such counsel has been advised by the Commission's staff that
the Registration Statement has become effective under the Act; any required
filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and
within the time period required by Rule 424(b); to the best knowledge of such
counsel, no stop order suspending the effectiveness of the Registration
Statement has been issued, no proceedings for that purpose have been instituted
or threatened, and the Registration Statement and the Prospectus (other than the
financial statements, related financial statement schedules and other financial
and statistical information and written information relating to and furnished by
the Agents contained therein or omitted therefrom, and except for the part of
the Registration Statement that constitutes the Form T-1 Statement of
Eligibility and Qualification under the Trust Indenture Act of 1939 of the
Trustee, as to which such counsel need express no opinion) comply as to form in
all material respects with the applicable requirements of the Act, the Exchange
Act and the Trust Indenture Act and the respective rules thereunder;
(viii) this Agreement and any applicable Terms Agreement have been
duly authorized, executed and delivered by the Company;
(ix) no consent, approval, authorization or order of any federal or
Missouri court or governmental agency or body is required to be obtained by the
Company for the consummation of the transactions contemplated herein or in any
applicable Terms Agreement, except such as have been obtained under the Act and
the Trust Indenture Act and such as may be required under the blue sky laws of
any jurisdiction in connection with the solicitation by the Agents to purchase
the Securities and such other approvals (specified in such opinion) as have been
obtained;
(x) neither the execution and delivery by the Company of the
Indenture, the issue and sale of the Securities, nor the consummation by the
Company of any other of the transactions herein contemplated nor the fulfillment
by the Company of the terms hereof or of any applicable Terms Agreement will
result in a breach or violation of, or constitute a default under (A) the
articles of incorporation or by-laws of the Company, (B) the terms of any
indenture or other material agreement or instrument known to such counsel and to
which the Company or any of its Significant Subsidiaries is
17
a party or bound, (C) any judgment, order or decree known to such counsel to be
specifically applicable to the Company or any of its Significant Subsidiaries of
any federal or Missouri court, regulatory body, administrative agency,
governmental body or arbitrator having jurisdiction over the Company or any of
its Significant Subsidiaries or (D) any provision of federal or Missouri statute
or governmental regulation applicable to the Company;
(xi) no holders of securities of the Company have rights to the
registration of such securities under the Registration Statement; and
(xi) the Company is not an "investment company" or a company
"controlled" by an "investment company" within the meaning of the Investment
Company Act of 1940, as amended.
Such opinion shall also state that, although such counsel does not assume
responsibility for the accuracy, completeness or fairness of the statements
contained in the Registration Statement or Prospectus, nothing has come to such
counsel's attention that causes such counsel to believe that at the Effective
Date the Registration Statement (other than the financial statements, related
financial statement schedules and other financial and statistical information
and written information relating to and furnished by the Agents contained
therein or omitted therefrom, and except for the part of the Registration
Statement that constitutes the Form T-1 Statement of Eligibility and
Qualification under the Trust Indenture Act of the Trustee, as to which such
counsel need express no opinion) contained any untrue statement of a material
fact or omitted to state any material fact required to be stated therein or
necessary to make the statements therein not misleading or that the Final
Prospectus (other than the financial statements, related schedules and other
financial and statistical information and written information furnished by the
Agents contained therein or omitted therefrom as to which such counsel need
express no opinion) includes any untrue statement of a material fact or omits to
state a material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading
In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the State of
Missouri or the United States, to the extent deemed proper and specified in such
opinion, upon the opinion of other counsel of good standing believed to be
reliable and who are reasonably satisfactory to counsel for the Agents and (B)
as to matters of fact, to the extent deemed proper, on certificates of
responsible officers of the Company and public officials.
(d) Not later than 11:00 a.m., New York City time, on the
Commencement Date and on each applicable date referred to in Section 4(j) hereof
that is on or prior to such Solicitation Time or Time of Delivery, as the case
may be, the independent certified public accountants who have certified the
financial statements of the Company and its subsidiaries included or
incorporated by reference in the Prospectus
18
as amended and supplemented to such date shall have furnished to such Agent a
letter, dated the Commencement Date or such applicable date, as the case may be,
in form and substance reasonably satisfactory to such Agent, to the effect set
forth in Annex III hereto;
(e) (i) The Company and its subsidiaries shall not have sustained
since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus as amended or supplemented prior to
the date of the Pricing Supplement relating to the Securities to be delivered at
the relevant Time of Delivery any loss or interference with its business from
fire, explosion, flood or other calamity, whether or not covered by insurance,
or from any labor dispute or court or governmental action, order or decree,
which is material to the Company and its subsidiaries taken as a whole otherwise
than as set forth or contemplated in the Prospectus as amended or supplemented
prior to the date of the Pricing Supplement relating to the Securities to be
delivered at the relevant Time of Delivery and (ii) since the respective dates
as of which information is given in the Prospectus as amended or supplemented
prior to the date of the Pricing Supplement relating to the Securities to be
delivered at the relevant Time of Delivery there shall not have been any
material decrease in the capital stock of the Company or material increase in
consolidated long-term debt (as such terms are defined in accordance with
generally accepted accounting principles) of the Company and its subsidiaries or
any change, or any development that the Company believes would be reasonably
likely to result in a material adverse change, in or affecting the general
affairs, management, financial position, stockholders' equity or results of
operations of the Company and its subsidiaries taken as a whole, otherwise than
as set forth or contemplated in the Prospectus as amended or supplemented prior
to the date of the Pricing Supplement relating to the Securities to be delivered
at the relevant Time of Delivery, the effect of which, in any such case
described in Clause (i) or (ii), is in the judgment of such Agent so material
and adverse as to make it impracticable or inadvisable to proceed with the
solicitation by such Agent of offers to purchase Securities from the Company or
the purchase by such Agent of Securities from the Company as principal, as the
case may be, on the terms and in the manner contemplated in the Prospectus as
amended or supplemented prior to the date of the Pricing Supplement relating to
the Securities to be delivered at the relevant Time of Delivery;
(f) On or after the date hereof (i) no downgrading shall have
occurred in the rating accorded the Company's debt securities by any "nationally
recognized statistical rating organization", as that term is defined by the
Commission for purposes of Rule 436(g)(2) under the Act, and (ii) no such
organization shall have publicly announced that it has under surveillance or
review, with possible negative implications, its rating of any of the Company's
debt securities;
(g) On or after the date hereof there shall not have occurred any
of the following: (i) a suspension or material limitation in trading in
securities generally on the New York Stock Exchange; (ii) a suspension or
material limitation in trading in the
19
Company's securities on the New York Stock Exchange; or (iii) a general
moratorium on commercial banking activities in New York declared by either
federal, New York state or Missouri state authorities; or (iv) the outbreak or
material escalation of hostilities involving the United States or the
declaration by the United States of a national emergency or war, if the effect
on financial markets of any such event specified in the Clause (iv) in the
judgment of such Agent makes it impracticable or inadvisable to proceed with the
purchase of the Securities from the Company as principal pursuant to the
applicable Terms Agreement or otherwise, as the case may be, on the terms and in
the manner contemplated in the Prospectus;
(h) With respect to any Security denominated in a currency other
than the U.S. dollar, more than one currency or a composite currency or any
Security the principal or interest of which is indexed to such currency,
currencies or composite currency, there shall not have occurred a suspension or
material limitation in foreign exchange trading in such currency, currencies or
composite currency by a major international bank, a general moratorium on
commercial banking activities in the country or countries issuing such currency,
currencies or composite currency, the outbreak or escalation of hostilities
involving, the occurrence of any material adverse change in the existing
financial, political or economic conditions of, or the declaration of war or a
national emergency by, the country or countries issuing such currency,
currencies or composite currency or the imposition or proposal of exchange
controls by any governmental authority in the country or countries issuing such
currency, currencies or composite currency if the effect on financial markets of
any such event specified in this paragraph in the judgment of such Agent makes
it impracticable or inadvisable to proceed with the purchase of the Securities
from the Company as principal pursuant to the applicable Terms Agreement or
otherwise, as the case may be, on the terms and in the manner contemplated in
the Prospectus as amended and supplemented to such date; and
(i) The Company shall have furnished or caused to be furnished to
such Agent a certificate of an officer of the Company dated the Commencement
Date and each applicable date referred to in Section 4(k) hereof that is on or
prior to such Solicitation Time or Time of Delivery, as the case may be, in such
form and executed by such officers of the Company as shall be reasonably
satisfactory to such Agent, as to the accuracy of the representations and
warranties of the Company herein at and as of the Commencement Date or such
applicable date, as the case may be (except that the statements relating to the
Registration Statement and the Prospectus shall relate to the Registration
Statement and the Prospectus as amended and supplemented to such date), as to
the performance by the Company of all of its obligations hereunder to be
performed at or prior to the Commencement Date or such applicable date, as the
case may be, as to the following matters and as to such other matters as such
Agent may reasonably request:
(a) With respect to any Securities sold at or prior to the Solicitation
Time or Time of Delivery, as the case may be, (i) the Prospectus as amended
or supplemented (including the Pricing Supplement) with respect to such
Securities
20
has been filed with the Commission pursuant to Rule 424(b) under the Act
within the applicable time period prescribed for such filing by the rules
and regulations under the Act and in accordance with Section 4(a) of the
Agreement; (ii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceeding for that purpose
has been initiated or threatened by the Commission; and (iii) all requests
for additional information on the part of the Commission have been complied
with;
(b) (i) The Company and its subsidiaries have not sustained since the date
of the latest audited financial statements included or incorporated by
reference in the Prospectus as amended or supplemented prior to the date of
the Pricing Supplement relating to the Securities to be delivered at the
relevant Time of Delivery any loss or interference with its business from
fire, explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action, order
or decree, which is material to the Company and its subsidiaries taken as a
whole otherwise than as set forth or contemplated in the Prospectus as
amended or supplemented prior to the date of the Pricing Supplement
relating to the Securities to be delivered at the relevant Time of Delivery
and (ii) since the respective dates as of which information is given in the
Prospectus as amended or supplemented prior to the date of the Pricing
Supplement relating to the Securities to be delivered at the relevant Time
of Delivery there has not been any material decrease in the capital stock
of the Company or material increase in consolidated long-term debt (as such
terms are defined in accordance with generally accepted accounting
principles) of the Company and its subsidiaries or any material adverse
change, or any development that the Company believes would be reasonably
likely to result in a material adverse change, in or affecting the general
affairs, management, financial position, stockholders' equity or results of
operations of the Company and its subsidiaries taken as a whole, otherwise
than as set forth or contemplated in the Prospectus as amended or
supplemented prior to the date of the Pricing Supplement relating to the
Securities to be delivered at the relevant Time of Delivery.
7. (a) The Company will indemnify and hold harmless each Agent against any
losses, claims, damages or liabilities, joint or several, to which such Agent
may become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, the Registration Statement, the
Prospectus, the Prospectus as amended or supplemented or any other prospectus
relating to the Securities, or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse such Agent for any legal or other
expenses reasonably incurred by it in connection with investigating or defending
any such action or claim as
21
such expenses are incurred; provided, however, that the Company shall not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in any Preliminary Prospectus,
the Registration Statement, the Prospectus, the Prospectus as amended or
supplemented or any other prospectus relating to the Securities, or any
amendment or supplement thereto, (i) in reliance upon and in conformity with
written information furnished to the Company by such Agent expressly for use
therein or (ii) that is corrected in any subsequent amendment or supplement to
such Registration Statement or Prospectus, provided that the Company has
performed each of its obligations pursuant to Section 4 hereof in respect of
such amendment or supplement and, to the extent that a prospectus relating to
the Securities was required to be delivered by such Agent under the Act, if such
Agent, having been furnished by or on behalf of the Company with copies of the
Prospectus as subsequently so amended or supplemented, thereafter fails to
deliver such subsequently amended or supplemented Prospectus prior to or
concurrently with the delivery of confirmation of the sale of the Securities to
the person asserting such loss, claim, damage or liability.
(b) Each Agent will indemnify and hold harmless the Company against any
losses, claims, damages or liabilities to which the Company may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, the Registration Statement, the Prospectus, the
Prospectus as amended or supplemented or any other prospectus relating to the
Securities, or any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in any
Preliminary Prospectus, the Registration Statement, the Prospectus, the
Prospectus as amended or supplemented or any other prospectus relating to the
Securities, or any amendment or supplement thereto, in reliance upon and in
conformity with written information furnished to the Company by such Agent
expressly for use therein; and will reimburse the Company for any legal or other
expenses reasonably incurred by the Company in connection with investigating or
defending any such action or claim as such expenses are incurred.
(c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party (i)
shall not relieve the indemnifying party from liability under subsection (a) or
(b) above unless and to the extent it did not otherwise learn of such action and
such failure results in the forfeiture by the indemnifying party of substantial
rights and defenses and (ii) shall not relieve it from any
22
liability that it may have to any indemnified party otherwise than under such
subsection. In case any such action is brought against any indemnified party and
it notifies the indemnifying party of the commencement thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that it
wishes, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be
counsel to the indemnifying party), and, after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to such indemnified party
under such subsection for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or claim
in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out of
such action or claim and (ii) does not include a statement as to, or an
admission of, fault, culpability or a failure to act, by or on behalf of any
indemnified party.
(d) If the indemnification provided for in this Section 7 is unavailable or
insufficient to hold harmless an indemnified party under subsection (a) or (b)
above in respect of any losses, claims, damages or liabilities (or actions in
respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and each Agent on the other from the offering of
the Securities to which such loss, claim, damage or liability (or action in
respect thereof) relates. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law, then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand and
each Agent on the other in connection with the statements or omissions that
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and each Agent on the other
shall be deemed to be in the same proportion as the total net proceeds from the
sale of Securities to which such loss, claim, damage or liability relates
(before deducting expenses) received by the Company bear to the total
commissions or discounts received by such Agent in respect thereof (before
deducting expenses). The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact required to be
stated therein or necessary in order to make the statements therein not
23
misleading relates to information supplied by the Company on the one hand or by
any Agent on the other and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and each Agent agree that it would not be just and equitable if
contribution pursuant to this subsection (d) were determined by pro rata
allocation (even if all Agents were treated as one entity for such purpose) or
by any other method of allocation that does not take account of the equitable
considerations referred to above in this subsection (d). The amount paid or
payable by an indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above in this subsection
(d) shall be deemed to include any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this subsection (d), an Agent
shall not be required to contribute any amount in excess of the amount by which
the total public offering price at which the Securities purchased by or through
it were sold to which such loss, claim, damage or liability relates exceeds the
amount of any damages that such Agent has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The obligations of each
of the Agents under this subsection (d) to contribute are several in proportion
to the respective purchases made by or through it to which such loss, claim,
damage or liability (or action in respect thereof) relates and are not joint.
(e) The obligations of the Company under this Section 7 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Agent within the meaning of the Act; and the obligations of each Agent under
this Section 7 shall be in addition to any liability that such Agent may
otherwise have and shall extend, upon the same terms and conditions, to each
officer and director of the Company and to each person, if any, who controls the
Company within the meaning of the Act.
8. Each Agent, in soliciting offers to purchase Securities from the Company
and in performing the other obligations of such Agent hereunder (other than in
respect of any purchase by an Agent as principal, pursuant to a Terms Agreement
or otherwise), is acting solely as agent for the Company and not as principal.
Each Agent will make reasonable efforts to assist the Company in obtaining
performance by each purchaser whose offer to purchase Securities from the
Company was solicited by such Agent and has been accepted by the Company, but
such Agent shall not have any liability to the Company in the event such
purchase is not consummated for any reason. If the Company defaults on its
obligation to deliver Securities to a purchaser whose offer it has accepted, the
Company shall (i) hold each Agent harmless against any loss, claim or damage
arising from or as a result of such default by the Company and (ii)
notwithstanding such default, pay to the Agent that solicited such offer any
commission to which it would be entitled in connection with such sale.
24
9. The respective indemnities, agreements, representations, warranties and
other statements by any Agent and the Company set forth in or made pursuant to
this Agreement shall remain in full force and effect regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Agent or any controlling person of any Agent, or the Company, or any
officer or director or any controlling person of the Company, and shall survive
each delivery of and payment for any of the Securities.
10. This Agreement may be suspended or terminated at any time by the Company as
to any Agent or by any Agent as to such Agent upon the giving of oral (confirmed
in writing) or written notice of such suspension or termination to such Agent or
the Company, as the case may be; provided, that in the event of such suspension
or termination with respect to any Agent, (i) this Agreement shall remain in
full force and effect with respect to any Agent as to which such suspension or
termination has not occurred, (ii) this Agreement shall remain in full force and
effect with respect to the rights and obligations of any party that have
previously accrued or that relate to Securities that are already issued, agreed
to be issued or the subject of a pending offer at the time of such suspension or
termination and (iii) in any event, this Agreement shall remain in full force
and effect insofar as the fourth paragraph of Section 2(a), and Sections 4(d),
4(e)(i), 5, 7, 8 and 9 hereof are concerned.
11. Except as otherwise specifically provided herein or in the Administrative
Procedures, all statements, requests, notices and advices hereunder shall be in
writing, or by telephone if promptly confirmed in writing, and if to Bear,
Stearns & Co. Inc. shall be sufficient in all respects when delivered or sent by
facsimile transmission or registered mail to 245 Park Avenue, New York, New York
10167, Facsimile Transmission No. (212) 272-5377, Attention: Medium Term Note
Department, and if to Chase Securities Inc., 270 Park Avenue, New York, New York
10017, Facsimile Transmission No. (212) 834-6081, Attention: Medium Term Note
Desk and if to Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004,
Facsimile Transmission No. (212) 902-6685 Attention: Medium Term Note
Department; and if to the Company shall be sufficient in all respects when
delivered or sent by facsimile transmission or registered mail to No. 1 Leggett
Road, Carthage, Missouri 64836, Facsimile Transmission No. (417) 358-8027,
Attention: Treasurer (with copies to the Company's General Counsel, Facsimile
Transmission No. (417) 358-8449.
12. This Agreement and any Terms Agreement shall be binding upon, and inure
solely to the benefit of, each Agent and the Company, and to the extent provided
in Sections 7, 8 and 9 hereof, the officers and directors of the Company and any
person who controls any Agent or the Company, and their respective personal
representatives and successors, and no other person shall acquire or have any
right under or by virtue of this Agreement or any Terms Agreement. No purchaser
of any of the Securities through or from any Agent hereunder shall be deemed a
successor or assign by reason merely of such purchase.
25
13. Time shall be of the essence in this Agreement and any Terms Agreement. As
used herein, the term "business day" shall mean any day other than a Saturday or
Sunday, or any other day on which banks in The City of New York, are generally
required or authorized by law or executive order to close (and, with respect to
LIBOR Notes, is also a London Business Day). "London Business Day" means any day
on which dealings in deposits in U.S. dollars are transacted in the London
interbank market.
14. THIS AGREEMENT AND ANY TERMS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS.
15. This Agreement and any Terms Agreement may be executed by any one or more
of the parties hereto and thereto in any number of counterparts, each of which
shall be an original, but all of such respective counterparts shall together
constitute one and the same instrument.
16. If at any time the Company and any of the Agents determine that the
Company will issue and sell Securities denominated in a currency other than U.S.
dollars, which other currency may include a currency unit, or with respect to
which an index is used to determine the amounts of payments of principal and any
premium and interest, the Company and any such Agent may execute and deliver a
supplement to this Agreement for the purpose of making any appropriate additions
to and modifications of the terms of this Agreement (and the Administrative
Procedures) applicable to such Securities and the offer and sale thereof.
Subject to the Company's obligations pursuant to Section 4(b) hereof, each Agent
agrees not to directly or indirectly solicit offers to purchase or offer to sell
any Security in or to persons of any foreign jurisdiction except as permitted by
applicable law.
17. This Agreement may be amended or supplemented if, but only if, such
amendment or supplement is in writing and is signed by the Company and each
Agent; provided that the Company may from time to time, but without the consent
of any Agent, (i) amend this Agreement to add as a party hereto one or more
additional firms registered under the Exchange Act, whereupon each such firm
shall become an Agent hereunder on the same terms and conditions as the other
Agents that are parties hereto, or (ii) appoint one or more firms as a dealer on
a reverse inquiry basis, whereupon such firm shall become an Agent hereunder on
the same terms and conditions as the other Agents that are parties hereto but
only to the extent and for the purpose of an individual reverse inquiry
transaction or as otherwise agreed to between the Company and such reverse
inquiry dealer. The Company shall give reasonably prompt notice to the other
Agents of each additional Agent. The additional Agent(s) shall sign any
agreement, amendment or supplement giving effect to the addition of any such
firm as an Agent under this Agreement in accordance with the provisions of
Section 17.
26
If the foregoing is in accordance with your understanding, please sign and
return to us four (4) counterparts hereof, whereupon this letter and the
acceptance by each of you thereof shall constitute a binding agreement between
the Company and each of you in accordance with its terms.
27
Very truly yours,
LEGGETT & PLATT, INCORPORATED
By:________________________
Name:
Title:
Accepted in New York, New York,
as of the date hereof:
BEAR, STEARNS & CO. INC.
By:______________________
Name:
Title:
CHASE SECURITIES INC.
By:______________________
Name:
Title:
_________________________
(Goldman, Sachs & Co.)
28
SCHEDULE A
As compensation for the services of the Agents hereunder, the Company shall
pay the applicable Agent, on a discount basis, a commission for the sale of each
Security equal to the principal amount of such Security multiplied by the
appropriate percentage set forth below:
Commission (percentage of
aggregate principal
Range of Maturities amount of Securities sold)
- ------------------------------------ ------------------------------------
From 9 months to less than 1 year .125%
From 1 year to less than 18 months .150%
From 18 months to less than 2 years .200%
From 2 years to less than 3 years .250%
From 3 years to less than 4 years .350%
From 4 years to less than 5 years .450%
From 5 years to less than 6 years .500%
From 6 years to less than 7 years .550%
From 7 years to less than 10 years .600%
From 10 years to less than 15 years .625%
From 15 years to less than 20 years .700%
From 20 years to 30 years .750%
30 years and more .825%
A-1
ANNEX I
Terms Agreement
The following terms, to the extent applicable, shall be agreed to by the
applicable Agent and the Company in connection with each sale of Securities:
Name of Agent: _____________________
Acting as principal [_]
Acting as agent for the Company [_]
Principal Amount: $______________________
Price to Public: ___% of the principal amount, plus accrued interest, if
any, from ______
Commission (or Discount): ___% of the principal amount
Purchase Price: ____%, plus accrued interest, if any, from _________
Interest Rate:
If Fixed Rate Note:
Interest Rate:
Interest Payment Date(s):
If Floating Rate Note:
Base Rate:
If LIBOR:
LIBOR Reuters Page:
LIBOR Telerate Page:
If CMT:
CMT Telerate Page:
If CD Rate:
If Federal Funds Rate:
If Treasury Rate:
If Commercial Paper Rate:
If Prime Rate:
If 11/th/ District Cost of Funds Rate:
Initial Interest Rate:
Spread or Spread Multiplier, if any:
Initial Interest Reset Date:
Interest Reset Date(s):
Interest Payment Date(s):
Interest Determination Date(s):
Index Maturity:
Maximum Interest Rate, if any:
Minimum Interest Rate, if any:
Interest Reset Period:
Interest Payment Period:
Calculation Agent:
A-I-1
If Original Issue Discount Note, terms:
If Redeemable:
Redemption Commencement Date:
Initial Redemption Percentage:
Annual Redemption Percentage Reduction:
If Repayable:
Optional Repayment Date(s):
Repayment Provisions, if any:
Original Issue Date:
Stated Maturity:
Settlement Date and Time:
Other Settlement Terms:
Additional Terms:
Also, in connection with the purchase of Securities by one or more Agents as
principal, agreement as to whether the following will be required:
Officer's Certificate pursuant to Section 6(i) of the Agreement.
Legal Opinions pursuant to Sections 6(b) and (c) of the Agreement.
Comfort Letter pursuant to Section 6(d) of the Agreement.
Stand-Off Agreement pursuant to Section 4(f) of the Agreement.
A-I-2
ANNEX II
Leggett & Platt, Incorporated
ADMINISTRATIVE PROCEDURES
for Fixed Rate and Floating Rate Medium-Term Notes, Series I
Due Nine Months or More From Date of Issue
(Dated as of November __, 2000)
Medium-Term Notes, Series I Due From Nine Months or More From Date of Issue
(the "Notes") are to be offered on a continuous basis by Leggett & Platt,
Incorporated, a Missouri corporation (the "Company"), to or through Bear,
Stearns & Co. Inc., Chase Securities Inc. and Goldman, Sachs & Co., and any
other agent or agents appointed by the Company from time to time (each, an
"Agent" and, collectively, the "Agents"), pursuant to an Amended and Restated
U.S. Distribution Agreement, dated as of November __, 2000 (the "Agreement"), by
and among the Company and the Agents. The Agreement provides for the sale of
Notes by the Company to one or more of the Agents as principal (including for
resale to investors and other purchasers), for the sale of Notes by the Company
directly to investors (as may from time to time be agreed to by the Company and
the related Agent or Agents), in which case each such Agent will act as an agent
of the Company in soliciting purchases of Notes, and for the right of the
Company to sell Notes directly on its own behalf.
If agreed upon by the related Agent or Agents and the Company, Notes shall
be purchased by such Agent or Agents as principal. Such purchases will be made
in accordance with terms agreed upon by the related Agent or Agents and the
Company (which terms, unless otherwise agreed to, shall, to the extent
applicable, include those terms specified in Annex I to the Agreement, and be
agreed upon orally, with written confirmation prepared by such Agent or Agents
and mailed or sent by facsimile transmission to the Company). If agreed upon by
any Agent or Agents and the Company, the Agent or Agents, acting solely as agent
or agents for the Company, and not as principal, will use reasonable efforts to
solicit offers to purchase the Notes. Only those provisions in these
Administrative Procedures that are applicable to the particular role to be
performed by the related Agent or Agents shall apply to the offer and sale of
the relevant Notes.
The Notes will be issued under an Indenture, dated as of November 24, 1999,
as amended, supplemented or modified from time to time relating to the Notes
(collectively, the "Indenture"), between the Company and The Chase Manhattan
Bank ("Chase"), as trustee (the "Trustee"). The Company has filed a
Registration Statement (as defined in the Agreement) with the Securities and
Exchange Commission (the "Commission") registering the Notes. A pricing
supplement to the Prospectus (as defined in the Agreement) setting forth the
purchase price, interest rate or formula, maturity date and other terms of any
Notes (as applicable) is herein referred to as a "Pricing Supplement."
A-III-1
The Notes will either be issued (a) in book-entry form (each, a "Book-Entry
Note") and represented by one or more fully registered Notes without coupons
(each, a "Global Note") delivered to Chase, as agent for The Depository Trust
Company, New York, New York ("DTC"), and recorded in the book-entry system
maintained by DTC, or (b) in certificated form (each, a "Certificated Note")
delivered to the investor or other purchaser thereof or a person designated by
such investor or other purchaser. Except in the limited circumstances described
in the Prospectus or a Pricing Supplement, owners of beneficial interests in
Book-Entry Notes will not be entitled to physical delivery of Certificated Notes
equal in principal amount to their respective beneficial interests.
General procedures relating to the issuance of all Notes are set forth in
Part I hereof. Book-Entry Notes will be issued in accordance with the procedures
set forth in Part II hereof and Certificated Notes will be issued in accordance
with the procedures set forth in Part III hereof. Capitalized terms used but
not otherwise defined herein shall have the meanings ascribed thereto in the
Prospectus as amended and supplemented, the Indenture or the Notes, as the case
may be.
PART I: PROCEDURES OF GENERAL APPLICABILITY
Date of Issuance/ Each Note will be dated as of the date of its
Authentication: authentication by the Trustee. Each Note shall
also bear an original issue date (the "Original
Issue Date"). The Original Issue Date shall
remain the same for all Notes subsequently
issued upon transfer, exchange or substitution
of an original Note regardless of their dates
of authentication.
Maturities: Each Note will mature on a date selected by the
purchaser and agreed to by the Company that is
not less than nine months nor more than fifty
years from its Original Issue Date (the "Stated
Maturity").
Currency/Denominations: Notes will be denominated in, and payments of
principal, premium, if any, and interest, if
any, in respect thereof will be made in, U.S.
dollars and the Notes will be issued in
denominations of $1,000 and integral multiples
thereof.
Registration: The Notes will be issued only in fully
registered form.
A-II-2
Base Rates Applicable to Unless otherwise provided in the applicable
Floating Rate Notes: Pricing Supplement, Floating Rate Notes will
bear interest at a rate or rates determined by
reference to the CD Rate, the Commercial Paper
Rate, the Federal Funds Rate, LIBOR, the Prime
Rate, the Treasury Rate, the CMT Rate, the
Eleventh District Cost of Funds Rate or such
other interest rate basis or formula as may be
set forth in the applicable Pricing Supplement,
or by reference to two or more such rates, as
adjusted by the Spread and/or Spread
Multiplier, if any, applicable to such Floating
Rate Notes.
Redemption/Repayment: The Notes will be subject to redemption by the
Company on and after their respective
Redemption Commencement Dates, if any.
Redemption Commencement Dates, if any, will be
fixed at the time of sale and set forth in the
applicable Pricing Supplement and in the
applicable Note. If no Redemption Commencement
Dates are indicated with respect to a Note,
such Note will not be redeemable at the option
of the Company prior to its Stated Maturity.
The Notes will be subject to repayment at the
option of the Holders thereof in accordance
with the terms of the Notes on their respective
Optional Repayment Dates, if any. Optional
Repayment Dates, if any, will be fixed at the
time of sale and set forth in the applicable
Pricing Supplement and in the applicable Note.
If no Optional Repayment Dates are indicated
with respect to a Note, such Note will not be
repayable at the option of the Holder prior to
its Stated Maturity.
Calculation of Interest: In the case of Fixed Rate Notes, interest
(including payments for partial periods) will
be calculated and paid on the basis of a 360-
day year of twelve 30-day months.
The interest rate on each Floating Rate Note
will be calculated by reference to the
specified Base Rate or Rates plus or minus the
applicable Spread, if any, and/or multiplied by
the applicable Spread Multiplier, if any.
Unless otherwise provided in the applicable
Pricing Supplement, accrued interest on each
Floating Rate Note will be calculated by
multiplying its principal amount by an accrued
interest factor. Such accrued interest factor
is computed by adding the interest factors
calculated for each day in the period for which
A-II-3
accrued interest is being calculated. Unless
otherwise provided in the applicable Pricing
Supplement, the interest factor (expressed as a
decimal calculated to seven decimal places
without rounding) for each such day is computed
by dividing the interest rate applicable to
such day by 360 if the CD Rate, Commercial
Paper Rate, Federal Funds Rate, LIBOR, Prime
Rate or Eleventh District Cost of Funds Rate is
an applicable Base Rate, or by the actual
number of days in the year if the Treasury Rate
or the CMT Rate is an applicable Base Rate. The
interest factor for Floating Rate Notes for
which the interest rate is calculated with
reference to two or more Base Rates will be
calculated in each period in the same manner as
if only the lowest, highest or average of the
applicable Base Rates applied as specified in
the applicable Pricing Supplement.
Interest: General. Each Note will bear interest in
accordance with its terms. Unless otherwise
provided in the applicable Pricing Supplement,
interest on each Note will accrue from and
including the Original Issue Date of such Note
for the first interest period or from and
including the most recent Interest Payment Date
to which interest has been paid or duly made
available for payment for all subsequent
interest periods, to but excluding the
applicable Interest Payment Date or the Stated
Maturity, Redemption Date or Optional Repayment
Date (each Stated Maturity, Redemption Date or
Optional Repayment Date is referred to herein
as a "Maturity"). Interest on Notes will be
payable in arrears to the Holders of such Notes
as of the Regular Record Date for each Interest
Payment Date and at Maturity to the Person to
whom the principal of such Notes is payable.
If an Interest Payment Date or the Maturity
with respect to any Fixed Rate Note falls on a
day that is not a Business Day, the required
payment to be made on such day need not be made
on such day, but may be made on the next
succeeding Business Day with the same force and
effect as if made on such day and no interest
shall accrue on such payment for the period
from and after such day to the next succeeding
Business Day. If an Interest Payment Date
(other than at Maturity) with respect to any
Floating Rate Note would otherwise fall on a
day that is not a Business Day, such Interest
Payment Date will be postponed to
A-II-4
the next succeeding Business Day and interest
will continue to accrue, except that in the
case of a LIBOR Note, if such next succeeding
Business Day falls in the next succeeding
calendar month, such Interest Payment Date will
be the immediately preceding Business Day. If
the Maturity of a Floating Rate Note falls on a
day that is not a Business Day, the required
payment need not be made on such day, but may
be made on the next succeeding Business Day as
if made on the date such payment was due, and
no interest on such payment shall accrue for
the period from and after such Maturity to the
date of such payment on the next succeeding
Business Day.
Regular Record Dates. Unless otherwise
specified in an applicable Pricing Supplement,
the Regular Record Date with respect to any
Interest Payment Date for any Note shall be the
date 15 calendar days (whether or not a
Business Day) preceding such Interest Payment
Date.
Interest Payment Dates. Interest payments will
be made at Maturity and on each Interest
Payment Date commencing with the first Interest
Payment Date following the Original Issue Date;
provided, however, the first payment of
interest on any Note originally issued between
a Regular Record Date and an Interest Payment
Date will occur on the Interest Payment Date
following the next succeeding Regular Record
Date.
Fixed Rate Notes. Interest payments on Fixed
Rate Notes (other than Original Issue Discount
Notes) will be made semiannually on April 1 and
October 1 of each year and at Maturity.
Floating Rate Notes. Interest payments on
Floating Rate Notes will be made as specified
in the Floating Rate Note.
Acceptance and Rejection of If agreed upon by any Agent and the Company,
Offers from Solicitations as then such Agent acting solely as agent for the
Agents: Company and not as principal will solicit
purchases of the Notes. Each Agent will
communicate to the Company, orally or in
writing, each reasonable offer to purchase
Notes solicited by such Agent on an agency
basis, other than those offers rejected by such
Agent. Each Agent has the right, in its
discretion reasonably exercised, to reject any
proposed purchase of Notes, as a whole or in
part, and any such rejection shall not be a
breach of such Agent's agreement contained in
the Agreement. The
A-II-5
Company has the sole right to accept or reject
any proposed purchase of Notes from the
Company, in whole or in part, and any such
rejection shall not be a breach of the
Company's agreement contained in the Agreement.
Each Agent has agreed to make reasonable
efforts to assist the Company in obtaining
performance by each purchaser whose offer to
purchase Notes has been solicited by such Agent
and accepted by the Company.
Preparation of Pricing If any offer to purchase a Note is accepted by
Supplement the Company, the Company will promptly prepare
a Pricing Supplement reflecting the terms of
such Note. Information to be included in the
Pricing Supplement shall include:
1. the name of the Company;
2. the title of the Notes;
3. the date of the Pricing Supplement and the
date of the Prospectus to which the Pricing
Supplement relates;
4. the name of the Presenting Agent (as
defined below);
5. whether such Notes are being sold to the
Presenting Agent as principal or to an
investor or other purchaser through the
Presenting Agent acting as agent for the
Company;
6. with respect to Notes sold to the
Presenting Agent as principal, whether such
Notes will be resold by the Presenting
Agent to investors and other purchasers at
(i) a fixed public offering price of a
specified percentage of their principal
amount or (ii) at varying prices related to
prevailing market prices at the time of
resale to be determined by the Presenting
Agent;
7. with respect to Notes sold to an investor
or other purchaser through the Presenting
Agent acting as agent for the Company,
whether such Notes will be sold at (i) 100%
of their principal amount or (ii) a
specified percentage of their principal
amount;
8. the Presenting Agent's discount or
commission;
9. net proceeds to the Company;
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10. the information with respect to the terms
of the Notes set forth below (whether or
not the applicable Note is a Book-Entry
Note) under "Procedures for Book-Entry
Notes Settlement Procedures," items (ii),
(iii), (vii), (viii) and (ix); and
11. any other terms of the Notes material to
investors or other purchasers of the Notes
not otherwise specified in the Prospectus.
The Company shall use its reasonable best
efforts to send such Pricing Supplement by
electronic mail, telecopy or overnight express
(for delivery by the close of business on the
applicable trade date, but in no event later
than noon, New York City time, on the Business
Day next following the trade date) to the Agent
that made or presented the offer to purchase
the applicable Note (the "Presenting Agent") at
the following address:
If to Bear, Stearns & Co. Inc.:
Bear, Stearns & Co. Inc.
245 Park Avenue, 4/th/ Floor
New York, New York 10167
Attn: Medium Term Note Department
Telephone: (212) 272-5371
Telecopy: (212) 272-6227
with a copy to:
Paul, Hastings, Janofsky & Walker LLP
399 Park Avenue
New York, New York 10022
Attention: William F. Schwitter, Esq.
Telecopy: (212) 319-4090
If to Chase Securities Inc.:
Chase Securities Inc.
270 Park Avenue
New York, New York 10017
Attn: Medium Term Note Desk
Telephone: (212) 834-4421
Telecopy: (212) 834-6081
If to Goldman, Sachs & Co.:
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
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Attn: Karen Robertson
27th Floor
Telephone: (212) 902-1482
Telecopy: (212) 902-0658
In each instance that a Pricing Supplement is
prepared, the Presenting Agent will provide a
copy of such Pricing Supplement to each
investor or purchaser of the relevant Notes or
its agent. Pursuant to Rule 434 ("Rule 434") of
the Securities Act of 1933, as amended (the
"Act"), the Pricing Supplement may be delivered
separately from the Prospectus. Outdated
Pricing Supplements (other than those retained
for files) will be destroyed.
The Company will arrange to file such Pricing
Supplement with the Commission in accordance
with the applicable paragraph of Rule 424(b)
under the Act.
Settlement: The receipt of immediately available funds by
the Company in payment for a Note and the
authentication and delivery of such Note shall,
with respect to such Note, constitute
"settlement." Offers accepted by the Company
will be settled in three Business Days, or at
such time as the purchaser, the applicable
Agent and the Company shall agree, pursuant to
the timetable for settlement set forth in Parts
II and III hereof under "Settlement Procedures"
with respect to Book-Entry Notes and
Certificated Notes, respectively (each such
date fixed for settlement is hereinafter
referred to as a "Settlement Date"). If
procedures A and B of the applicable Settlement
Procedures with respect to a particular offer
are not completed on or before the time set
forth under the "Settlement Procedures
Timetable," such offer shall not be settled
until the Business Day following the completion
of Settlement Procedures A and B or such later
date as the purchaser and the Company shall
agree.
In the event of a purchase of Notes by an Agent
as principal, appropriate settlement details
will be pursuant to the timetable for
settlement set forth in Parts II and III hereof
under "Settlement Procedures" with respect to
Book-Entry Notes and Certificated Notes,
respectively, or otherwise as agreed between
the Agent and the Company.
Procedure for Changing Rates When a decision has been reached to change the
or Other Variable Terms: interest rate or any other variable term on any
Notes
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being sold by the Company, the Company will
promptly advise the Agents by telephone
(confirmed in writing) or facsimile
transmission and such Agents will forthwith
suspend solicitation of offers to purchase such
Notes. The Agent or Agents will telephone the
Company with recommendations as to the changed
interest rates or other variable terms. At such
time as the Company advises the Agents of the
new interest rates or other variable terms,
such Agents may resume solicitation of offers
to purchase such Notes. Until such time only
"indications of interest" may be recorded.
Immediately after acceptance by the Company of
an offer to purchase Notes at a new interest
rate or new variable term, the Company, the
Presenting Agent and Chase shall follow the
procedures set forth under the "Settlement
Procedures."
Suspension of Solicitation; The Company may instruct the Agents to suspend
Amendment or Supplement: solicitation of offers to purchase Notes at any
time by telephone (confirmed in writing) or in
writing. Each Agent receiving such instructions
will forthwith suspend solicitation of offers
to purchase Notes from the Company until such
time as the Company has advised the Agents that
solicitation of offers to purchase may be
resumed. If the Company decides to amend or
supplement the Registration Statement
(including incorporating any documents by
reference therein) or the Prospectus (other
than to change interest rates or other variable
terms with respect to the offering of the
Notes), it will promptly advise each Agent and
will furnish each Agent and counsel to the
Agents with copies of the proposed amendment or
supplement (including any document proposed to
be incorporated by reference therein but
excluding any Pricing Supplements unless
otherwise provided herein); provided, however,
that (1) the foregoing requirement shall not
apply to any of the Company's filings with the
Commission required to be filed pursuant to
Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended,
copies of which filings the Company will cause
to be delivered to the Agents promptly after
being transmitted for filing with the
Commission and (2) any Prospectus supplement or
Pricing Supplement that merely sets forth the
terms or a description of particular Securities
shall only be reviewed and approved by the
Agent or Agents offering such Securities. One
copy of such filed document,
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along with a copy of the cover letter sent to
the Commission, will be delivered, mailed or
telecopied to Bear, Stearns & Co. Inc. at
Medium Term Note Department, 245 Park Avenue,
4/th/ Floor, New York, New York 10167,
Telecopy: (212) 272-5377; to Chase Securities
Inc. at Medium Term Note Desk, 270 Park Avenue,
New York, New York 10017, Telecopy: (212) 834-
4421 and to Goldman, Sachs & Co. at Credit
Department, Credit Control-Medium Term Notes,
85 Broad Street, New York, New York 10004,
Telecopy: (212) 902-3000. For record keeping
purposes, one copy of each such amendment or
supplement shall also be delivered, mailed or
telecopied to Paul, Hastings, Janofsky & Walker
LLP, 399 Park Avenue, New York, New York 10022,
Attention: William F. Schwitter, Esq.,
Telecopy: (212) 319-4090.
In the event that at the time the solicitation
of offers to purchase Notes from the Company is
suspended (other than to change interest rates
or other variable terms) there are any offers
to purchase Notes that have been accepted by
the Company that have not been settled, the
Company will promptly advise the Agents and
Chase whether such offers may be settled and
whether copies of the Prospectus as theretofore
amended and/or supplemented as in effect at the
time of the suspension may be delivered in
connection with the settlement of such offers.
The Company will have the sole responsibility
for such decision and for any arrangements that
may be made in the event that the Company
determines that such offers may not be settled
or that copies of such Prospectus may not be so
delivered.
Delivery of Prospectus and A copy of the most recent Prospectus and the
Applicable Pricing applicable Pricing Supplement, which pursuant
Supplement: to Rule 434 may be delivered separately from
the Prospectus, must accompany or precede the
earlier of (a) the written confirmation of a
sale sent to an investor or other purchaser or
his agent and (b) the delivery of Notes to an
investor or other purchaser or his agent.
Authenticity of Signatures: The Agents will have no obligation or liability
to the Company or the Trustee in respect of the
authenticity of the signature of any officer,
employee or agent of the Company or the Trustee
on any Note.
Documents Incorporated by The Company shall supply the Agents with an
adequate
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Reference: supply of all documents incorporated by
reference in the Registration Statement and the
Prospectus.
Business Day: "Business Day" means, unless otherwise
specified in the applicable Pricing Supplement,
any day other than a Saturday or Sunday, or any
other day on which banks in The City of New
York, are generally required or authorized by
law or executive order to close (and, with
respect to LIBOR Notes, is also a London
Business Day). "London Business Day" means any
day on which dealings in deposits in U.S.
dollars are transacted in the London interbank
market.
PART II: PROCEDURES FOR BOOK-ENTRY NOTES
In connection with the qualification of Book-Entry Notes for
eligibility in the book-entry system maintained by DTC, Chase will perform the
custodial, document control and administrative functions described below, in
accordance with its respective obligations under a Letter of Representations
from the Company and Chase to DTC, dated November 19, 1999, and a Medium-Term
Note Certificate Agreement, dated December 2, 1988, between Chase and DTC (the
"Certificate Agreement"), and its obligations as a participant in DTC, including
DTC's Same-Day Funds Settlement System ("SDFS").
Issuance: All Fixed Rate Notes issued as Book-Entry Notes
having the same Original Issue Date, interest
rate, Stated Maturity and redemption and/or
repayment terms (collectively, the "Fixed Rate
Terms") will be represented initially by a
single Global Note and all Floating Rate Notes
issued as Book-Entry Notes having the same
Original Issue Date, Base Rate (which may be
the Commercial Paper Rate, the Treasury Rate,
LIBOR, the CD Rate, the Federal Funds Rate, the
Prime Rate, CMT Rate or Eleventh District Cost
of Funds Rate or any other rate set forth in
the applicable Pricing Supplement by the
Company), Initial Interest Rate, Index
Maturity, Spread or Spread Multiplier, if any,
Minimum Interest Rate, if any, Maximum Interest
Rate, if any, Stated Maturity, redemption
and/or repayment terms, if any, Initial
Interest Reset Date, Interest Reset Date(s) and
Interest Determination Date(s) (collectively,
the "Floating Rate Terms") will be represented
initially by a single Global Note.
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For other variable terms with respect to the
Fixed Rate Notes and Floating Rate Notes, see
the Prospectus and the applicable Pricing
Supplement.
Identification: The Company has arranged with the CUSIP Service
Bureau of Standard & Poor's (the "CUSIP Service
Bureau") for the reservation of one series of
CUSIP numbers, which series consists of
approximately 900 CUSIP numbers which have been
reserved for and relating to Book-Entry Notes
and the Company has delivered to Chase and DTC
such list of such CUSIP numbers. The Company
will assign CUSIP numbers to Book-Entry Notes
as described below under Settlement Procedure
B. DTC will notify the CUSIP Service Bureau
periodically of the CUSIP numbers that the
Company has assigned to Book-Entry Notes. Chase
will notify the Company at any time when fewer
than 100 of the reserved CUSIP numbers remain
unassigned to Book-Entry Notes, and, if it
deems necessary, the Company will reserve
additional CUSIP numbers for assignment to
Book-Entry Notes. Upon obtaining such
additional CUSIP numbers, the Company will
deliver a list of such additional numbers to
Chase and DTC. Book-Entry Notes having an
aggregate principal amount in excess of
$400,000,000 and otherwise required to be
represented by the same Global Note will
instead be represented by two or more Global
Notes that shall all be assigned the same CUSIP
number.
Registration: Each Global Note will be registered in the name
of Cede & Co., as nominee for DTC, on the
register maintained by Chase under the
Indenture. The beneficial owner of a Book-Entry
Note (i.e., an owner of a beneficial interest
in a Global Note) (or one or more indirect
participants in DTC designated by such owner)
will designate one or more participants in DTC
(with respect to such Book-Entry Note, the
"Participants") to act as agent for such
beneficial owner in connection with the book-
entry system maintained by DTC, and DTC will
record in book-entry form, in accordance with
instructions provided by such Participants, a
credit balance with respect to such Book-Entry
Note in the account of such Participants. The
ownership interest of such beneficial owner in
such Book-Entry Note will be recorded through
the records of such Participants or through the
separate records of
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such Participants and one or more indirect
participants in DTC.
Transfers: Transfers of beneficial interests in a Global
Note will be accomplished by book entries made
by DTC and, in turn, by Participants (and in
certain cases, one or more indirect
participants in DTC) acting on behalf of
beneficial transferors and transferees of such
Global Note.
Exchanges: Chase may deliver to DTC and the CUSIP Service
Bureau at any time a written notice specifying
(a) the CUSIP numbers of two or more Global
Notes outstanding on such date that represent
Book-Entry Notes having the same Fixed Rate
Terms or Floating Rate Terms, as the case may
be (but not the same Original Issue Dates), and
for which interest has been paid to the same
date; (b) a date, occurring at least 30 days
after such written notice is delivered and at
least 30 days before the next Interest Payment
Date for the related Book-Entry Notes, on which
such Global Notes shall be exchanged for a
single replacement Global Note; and (c) a new
CUSIP number, obtained from the Company, to be
assigned to such replacement Global Note. Upon
receipt of such a notice, DTC will send to its
Participants (including Chase) a written
reorganization notice to the effect that such
exchange will occur on such date. Prior to the
specified exchange date, Chase will deliver to
the CUSIP Service Bureau written notice setting
forth such exchange date and the new CUSIP
number and stating that, as of such exchange
date, the CUSIP numbers of the Global Notes to
be exchanged will no longer be valid. On the
specified exchange date, Chase will exchange
such Global Notes for a single Global Note
bearing the new CUSIP number and the CUSIP
numbers of the exchanged Global Notes will, in
accordance with CUSIP Service Bureau
procedures, be cancelled and not immediately
reassigned. Notwithstanding the foregoing, if
the Global Notes to be exchanged exceed
$400,000,000 in aggregate principal amount, one
replacement Global Note will be authenticated
and issued to represent $400,000,000 in
aggregate principal amount of the exchanged
Global Notes and an additional Global Note or
Notes will be authenticated and issued to
represent any remaining principal amount of
such Global Notes (see "Denominations" below).
A-II-1
Denominations: Book-Entry Notes will be issued in
denominations of $1,000 and integral multiples
in excess thereof of $1,000 unless otherwise
set forth in the applicable Prospectus
supplement. Global Notes will be denominated in
principal amounts not in excess of
$400,000,000. If one or more Book-Entry Notes
having an aggregate principal amount in excess
of $400,000,000 would, but for the preceding
sentence, be represented by a single Global
Note, then one Global Note will be issued to
represent $400,000,000 principal amount of such
Book-Entry Note or Notes and an additional
Global Note or Notes will be issued to
represent any remaining principal amount of
such Book-Entry Note or Notes. In such a case,
each of the Global Notes representing such
Book-Entry Note or Notes shall be assigned the
same CUSIP number.
Payments of Principal, Payments of Interest Only. Promptly after each
Premium, if any, and Interest: Regular Record Date, Chase will deliver to the
Company and DTC a written notice specifying by
CUSIP number the amount of interest to be paid
on each Book-Entry Note on the following
Interest Payment Date (other than an Interest
Payment Date coinciding with Maturity) and the
total of such amounts (to the extent then
ascertainable). DTC will confirm the amount
payable on each Book-Entry Note on such
Interest Payment Date by reference to the daily
bond reports published by Standard & Poor's. On
such Interest Payment Date, the Company will
pay to Chase in immediately available funds,
and Chase in turn will pay to DTC, such total
amount of interest due (other than at
Maturity), at the times and in the manner set
forth below under "Manner of Payment."
Notice of Interest Rates. Promptly after each
Interest Determination Date for Floating Rate
Notes issued as Book-Entry Notes, the
Calculation Agent will notify each of Moody's
Investors Service, Inc. and Standard & Poor's
of the interest rates determined as of such
Interest Determination Date.
Payments at Maturity. On or about the first
Business Day of each month, Chase will deliver
to the Company and DTC a written list of
principal, interest (to the extent then
ascertainable) and premium, if any, to be paid
on each Book-Entry Note maturing or otherwise
becoming due in the following month. Chase, the
Company and DTC will confirm the amounts of
such
A-II-1
principal, premium and interest payments with
respect to a Book-Entry Note on or about the
fifth Business Day preceding the Maturity of
such Book-Entry Note. At such Maturity, the
Company will pay to Chase in immediately
available funds, and Chase in turn will pay to
DTC, the principal amount of such Note,
together with interest and premium, if any, due
at such Maturity, at the times and in the
manner set forth below under "Manner of
Payment." Promptly after payment to DTC of the
principal, interest and premium, if any, due at
the Maturity of such Book-Entry Note, the
Trustee will cancel the Global Note
representing such Book-Entry Note and deliver
it to the Company with an appropriate debit
advice. On the first Business Day of each
month, the Trustee will deliver to the Company
a written statement indicating the total
principal amount of outstanding Book-Entry
Notes as of the immediately preceding Business
Day.
Manner of Payment. The total amount of any
principal, premium, if any, and interest due on
Book-Entry Notes on any Interest Payment Date
or at Maturity shall be paid by the Company to
Chase in funds available for use by Chase no
later than noon, New York City time, on such
date. The Company will make such payment on
such Book-Entry Notes by instructing Chase to
withdraw funds from an account maintained by
the Company at Chase or by making such payment
to an account specified by Chase. The Company
will confirm such instructions in writing to
Chase. As soon as possible thereafter, Chase
will pay by separate wire transfer (using
Fedwire message entry instructions in a form
previously specified by DTC) to an account at
the Federal Reserve Bank of New York previously
specified by DTC, in funds available for
immediate use by DTC, each payment of interest,
principal and premium, if any, due on a Book-
Entry Note on such date. Thereafter on such
date, DTC will pay, in accordance with its SDFS
operating procedures then in effect, such
amounts in funds available for immediate use to
the respective Participants in whose names such
Book-Entry Notes are recorded in the book-entry
system maintained by DTC. Neither the Company
nor Chase shall have any responsibility or
liability for the payment by DTC of the
principal of, premium, if any, or interest on,
the Book-Entry Notes to such
A-II-1
Participants.
Withholding Taxes. The amount of any taxes
required under applicable law to be withheld
from any interest payment on a Book-Entry Note
will be determined and withheld by the
Participant, indirect participant in DTC or
other Person responsible for forwarding
payments and materials directly to the
beneficial owner of such Book-Entry Note.
Settlement Procedures: Settlement Procedures with regard to each Book-
Entry Note sold by an Agent, as agent of the
Company, or purchased by an Agent, as
principal, will be as follows:
A. The Presenting Agent will advise the
Company by telephone, confirmed by
facsimile, of the following settlement
information:
1. Taxpayer identification number of the
purchaser.
2. Principal amount.
3. Fixed Rate Notes:
(a) interest rate;
(b) interest payment dates; and
(c) whether such Fixed Rate Note is being
issued as an Original Issue Discount Note
and, if so, the terms thereof.
(d) whether such Fixed Rate Note is being
issued as an amortizing note and, if so,
the amortization schedule.
Floating Rate Notes:
(a) base rate;
(b) initial interest rate;
(c) spread or spread multiplier, if any;
(d) interest rate reset dates;
(e) interest rate reset period;
(f) interest payment dates;
(g) interest payment period;
(h) index maturity;
(i) calculation agent;
(j) maximum interest rate, if any;
A-II-1
(k) minimum interest rate, if any;
(l) calculation date;
(m) interest determination dates; and
(n) whether such Floating Rate Note is being
issued as an Original Issue Discount Note
and, if so, the terms thereof.
4. price to public of such Book-Entry Note
(or whether such Note is being offered at
varying prices relating to prevailing
market prices at time of resale as
determined by the Presenting Agent).
5. Trade Date.
6. Settlement Date (Original Issue Date).
7. Stated Maturity.
8. Redemption provisions, if any, including:
Redemption Commencement Date, Initial
Redemption Percentage and Annual
Redemption Percentage Reduction.
9. Optional Repayment Date(s) and repayment
provisions, if any.
10. Net proceeds to the Company.
11. Presenting Agent's discount or commission
(determined in accordance with Section
2(a) of the Agreement).
12. Name of Presenting Agent (and whether such
Note is being sold to the Presenting Agent
as principal or to an investor or other
purchaser through the Presenting Agent
acting as agent for the Company).
13. Such other information specified with
respect to such Note (whether by Addendum
or otherwise).
B. The Company will assign a CUSIP number to
the Global Note representing such Book-
Entry Note and then advise Chase by
facsimile transmission or other electronic
transmission of the above settlement
information received from the Presenting
Agent, such CUSIP number and the name of
the Presenting Agent.
C. Chase will communicate to DTC and the
Presenting Agent through DTC's Participant
Terminal System, a pending deposit message
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specifying the following settlement
information:
1. The information set forth in Settlement
Procedure A.
2. Identification numbers of the participant
accounts maintained by DTC on behalf of
Chase and the Presenting Agent.
3. Identification of the Global Note as a
Fixed Rate Note or Floating Rate Note.
4. Initial Interest Payment Date for such
Global Note, number of days by which such
date succeeds the related record date for
DTC purposes (or, in the case of Floating
Rate Notes which reset daily or weekly,
the date five calendar days preceding the
Interest Payment Date) and, if then
calculable, the amount of interest payable
on such Interest Payment Date (which
amount shall have been confirmed by the
Trustee).
5. CUSIP number of the Global Note
representing such Book-Entry Note.
6. Whether such Global Note represents any
other Book-Entry Notes.
7. The Company or Chase will advise the
Presenting Agent by telephone of the CUSIP
number of the Global Note representing
such Book-Entry Note.
8. Whether such Global Note is an amortizing
note (by an appropriate notation) in the
comments field of DTC's Participant
Terminal System.
DTC will arrange for each pending deposit
message described above to be transmitted to
Standard & Poor's, which will use the
information in the message to include certain
terms of the related Book-Entry Note in the
appropriate daily bond report published by
Standard & Poor's.
D. The Company will complete and deliver to
the Trustee a Global Note representing such
Book-Entry Note in a form that has been
approved by authorized officers of the
Company pursuant to the Indenture, the
Agents and the Trustee.
E. The Trustee will authenticate the Global
Note representing such Book-Entry Note.
F. DTC will credit such Book-Entry Note to the
A-II-1
participant account of the Trustee
maintained by DTC.
G. Chase will enter an SDFS deliver order
through DTC's Participant Terminal System
instructing DTC (i) to debit such Book-
Entry Note to Chase's participant account
and credit such Book-Entry Note to the
participant account of the Presenting Agent
maintained by DTC and (ii) to debit the
settlement account of the Presenting Agent
and credit the settlement account of Chase
maintained by DTC, in an amount equal to
the price of such Book-Entry Note less such
Presenting Agent's discount or commission.
Any entry of such a deliver order shall be
deemed to constitute a representation and
warranty by Chase to DTC that (i) the
Global Note representing such Book-Entry
Note has been issued and authenticated and
(ii) Chase is holding such Global Note
pursuant to the Certificate Agreement.
H. In the case of Book-Entry Notes sold
through the Presenting Agent, as agent, the
Presenting Agent will enter an SDFS deliver
order through DTC's Participant Terminal
System instructing DTC (i) to debit such
Book-Entry Note to the Presenting Agent's
participant account and credit such Book-
Entry Note to the participant account of
the Participants maintained by DTC and (ii)
to debit the settlement accounts of such
Participants and credit the settlement
account of the Presenting Agent maintained
by DTC in an amount equal to the initial
public offering price of such Book-Entry
Note.
I. Transfers of funds in accordance with SDFS
deliver orders described in Settlement
Procedures G and H will be settled in
accordance with SDFS operating procedures
in effect on the Settlement Date.
J. Upon receipt of such funds, Chase will
credit to an account of the Company
maintained at Chase or pay to an account
otherwise specified by the Company funds
available for immediate use in the amount
transferred to Chase in accordance with
Settlement Procedure G.
K. Chase will send a copy of the Global Note
by first
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class mail to the Company together with a
statement setting forth the total principal
amount of Notes of each series that have
been issued under the Indenture (whether or
not Outstanding) as of the related
Settlement Date, the principal amount of
Notes Outstanding as of the related
Settlement Date after giving effect to such
transaction and all other offers to
purchase Notes of which the Company has
advised Chase but that have not yet been
settled.
L. In the case of Book-Entry Notes sold
through the Presenting Agent, as agent, the
Presenting Agent will confirm the purchase
of such Book-Entry Note to the investor or
other purchaser either by transmitting to
the Participant with respect to such Book-
Entry Note a confirmation order through
DTC's Participant Terminal System or by
mailing a written confirmation to such
investor or other purchaser.
Settlement Procedures For offers to purchase Book-Entry Notes
Timetable: accepted by the Company, Settlement Procedures
"A" through "L" set forth above shall be
completed as soon as possible but not later
than the respective times (New York City time)
set forth below:
Settlement
Procedure Time
----------- -----------------------------------
A 11:00 a.m. on the trade date or
within one hour following the trade
B 12:00 noon on the trade date or
within one hour following the trade
C No later than the close of business
on the trade date
D 3:00 p.m. on the Business Day
before the Settlement Date
E 9:00 a.m. on Settlement Date
F 10:00 a.m. on Settlement Date
G-H No later than 2:00 p.m. on
Settlement Date
I 4:00 p.m. on Settlement Date
J-L 5:00 p.m. on Settlement Date
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If a sale is to be settled more than one
Business Day after the trade date, Settlement
Procedures A, B, and C may, if necessary, be
completed at any time prior to the specified
times on the first Business Day after such
trade date. In connection with a sale that is
to be settled more than one Business Day after
the trade date, if the Initial Interest Rate
for a Floating Rate Note is not known at the
time that Settlement Procedure A is completed,
Settlement Procedures B and C shall be
completed as soon as such rates have been
determined, but no later than noon and 2:00
p.m., New York City time, respectively, on the
second Business Day before the Settlement Date.
Settlement Procedure I is subject to extension
in accordance with any extension of Fedwire
closing deadlines and in the other events
specified in the SDFS operating procedures in
effect on the Settlement Date.
If settlement of a Book-Entry Note is
rescheduled or cancelled, Chase will deliver to
DTC, through DTC's Participant Terminal System,
a cancellation message to such effect by no
later than 5:00 p.m., New York City time, on
the Business Day immediately preceding the
scheduled Settlement Date.
Failure to Settle: If the Trustee fails to enter an SDFS deliver
order with respect to a Book-Entry Note
pursuant to Settlement Procedure G, Chase may
deliver to DTC, through DTC's Participant
Terminal System, as soon as practicable a
withdrawal message instructing DTC to debit
such Book-Entry Note to the participant account
of Chase maintained at DTC. DTC will process
the withdrawal message, provided that such
participant account contains a principal amount
of the Global Note representing such Book-Entry
Note that is at least equal to the principal
amount to be debited. If withdrawal messages
are processed with respect to all the Book-
Entry Notes represented by a Global Note, the
Trustee will mark such Global Note "cancelled",
make appropriate entries in its records and
send such cancelled Global Note to the Company.
The CUSIP number assigned to such Global Note
shall, in accordance with CUSIP Service Bureau
procedures, be cancelled and not immediately
reassigned. If withdrawal messages are
processed with respect to a portion of the
Book-Entry Notes represented by a Global Note,
Chase will exchange such Global Note for
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two Global Notes, one of which shall represent
the Book-Entry Notes for which withdrawal
messages are processed and shall be cancelled
immediately after issuance, and the other of
which shall represent the other Book-Entry
Notes previously represented by the surrendered
Global Note and shall bear the CUSIP number of
the surrendered Global Note. In the case of any
Book-Entry Note sold through the Presenting
Agent, as agent, if the purchase price for any
Book-Entry Note is not timely paid to the
Participants with respect to such Book-Entry
Note by the beneficial purchaser thereof (or a
person, including an indirect participant in
DTC, acting on behalf of such purchaser), such
Participants and, in turn, the related
Presenting Agent may enter SDFS deliver orders
through DTC's Participant Terminal System
reversing the orders entered pursuant to
Settlement Procedures G and H, respectively.
Thereafter, Chase will deliver the withdrawal
message and take the related actions described
in the preceding paragraph. If such failure has
occurred for any reason other than default by
the applicable Presenting Agent to perform its
obligations hereunder or under the Agreement,
the Company will reimburse such Presenting
Agent on an equitable basis for its loss of the
use of funds during the period when the funds
were credited to the account of the Company.
Notwithstanding the foregoing, upon any failure
to settle with respect to a Book-Entry Note,
DTC may take any actions in accordance with its
SDFS operating procedures then in effect. In
the event of a failure to settle with respect
to a Book-Entry Note that was to have been
represented by a Global Note also representing
other Book-Entry Notes, the Trustee will
provide, in accordance with Settlement
Procedures D and E, for the authentication and
issuance of a Global Note representing such
remaining Book-Entry Notes and will make
appropriate entries in its records.
PART III: PROCEDURES FOR CERTIFICATED NOTES
Denominations: Certificated Notes will be issued in
denominations of $1,000 and integral multiples
of $1,000 in excess thereof unless otherwise
indicated in the applicable Pricing Supplement.
A-II-2
Payments of Principal, Upon presentment and delivery of the
Premium, if any, and Interest: Certificated Note, Chase upon receipt of
immediately available funds from the Company
will pay the principal amount of each
Certificated Note at Maturity and premium, if
any, and the final installment of interest in
immediately available funds. All interest
payments on a Certificated Note, other than
interest due at Maturity, will be made at the
Corporate Trust Office; provided, however, that
such payment of interest may be made, at the
option of the Company by check to the address
of the person entitled thereto as such address
shall appear in the Security Register.
Notwithstanding the foregoing, holders of
$1,000,000 or more in aggregate principal
amount of Certificated Notes having the same
Interest Payment Dates shall, at the option of
the Company, be entitled to receive payments of
interest (other than at Maturity) by wire
transfer of immediately available funds if
appropriate wire transfer instructions and
identifying information concerning such holder
to be found in the Security Register have been
received in writing by Chase by the Regular
Record Date (any such wire transfer
instructions received by Chase shall remain in
effect until revoked by such Holder).
Chase will provide monthly to the Company a
list of the principal, premium, if any, and (to
the extent then ascertainable) interest to be
paid on Certificated Notes maturing in the next
succeeding month. Chase will be responsible for
withholding taxes on interest paid as required
by applicable law, but shall be relieved from
any such responsibility if it acts in good
faith and in reliance upon an opinion of
counsel.
Certificated Notes presented to Chase at
Maturity for payment will be cancelled by the
Trustee. All cancelled Certificated Notes held
by the Trustee shall be disposed of in
accordance with its customary procedures, and
the Trustee shall furnish to the Company a
certificate with respect to such disposition.
Settlement Procedures: Settlement Procedures with regard to each
Certificated Note purchased by an Agent, as
principal, or through an Agent, as agent, shall
be as follows:
A. The Presenting Agent will advise the
Company by telephone, confirmed by
facsimile, of the following settlement
information with regard to each
Certificated Note:
A-II-2
1. Exact name in which the Certificated
Note(s) is (are) to be registered (the
"Registered Owner").
2. Exact address or addresses of the
Registered Owner for delivery, notices and
payments of principal, premium, if any, and
interest.
3. Taxpayer identification number of the
Registered Owner.
4. Principal amount.
5. Authorized denomination.
6. Fixed Rate Notes:
(a) interest rate;
(b) interest payment dates; and
(c) whether such Fixed Rate Note is being
issued as an Original Issue Discount
Note, if so, the terms thereof.
Floating Rate Notes:
(a) base rate;
(b) initial interest rate;
(c) spread or spread multiplier, if any;
(d) interest rate reset dates;
(e) interest rate reset period;
(f) interest payment dates;
(g) interest payment period;
(h) index maturity;
(i) calculation agent;
(j) maximum interest rate, if any;
(k) minimum interest rate, if any;
(l) calculation date;
(m) interest determination dates; and
(n) whether such Floating Rate Note is
being issued as an Original Issue
Discount Note and, if so, the terms
thereof.
A-II-2
7. Price to public of such Certificated Note
(or whether such Note is being offered at
varying prices relating to prevailing
market prices at time of resale as
determined by the Presenting Agent).
8. Trade Date.
9. Settlement Date (Original Issue Date).
10. Stated Maturity.
11. Net proceeds to the Company.
12. Presenting Agent's discount or commission
(determined in accordance with Section 2(a)
of the Agreement).
13. Redemption provisions, if any, including:
Redemption Commencement Date, Initial
Redemption Percentage and Annual Redemption
Percentage Reduction.
14. Optional Repayment Date(s) and repayment
provisions, if any.
15. Name of Presenting Agent (and whether such
Note is being sold to the Presenting Agent
as principal or to an investor or other
purchaser through the Presenting Agent
acting as agent for the Company).
16. Such other information specified with
respect to such Note (whether by Addendum
or otherwise).
B. After receiving such settlement information
from the Presenting Agent, the Company will
advise the Trustee of the above settlement
information by facsimile transmission
confirmed by telephone. The Company will
cause the Trustee to issue, authenticate
and deliver the Certificated Notes.
C. Chase will complete the preprinted 4-ply
Certificated Note packet containing the
following documents in forms approved by
the Company, the Presenting Agent and the
Trustee consistent with the Indenture, and
will make three copies thereof (herein
called "Stub 1," "Stub 2" and "Stub 3"):
1. Certificated Note with the Presenting
Agent's confirmation, if traded on a
principal basis, or the Presenting Agent's
customer confirmation, if traded on an
agency basis.
A-II-2
2. Stub 1 - for Trustee.
3. Stub 2 - for Presenting Agent.
4. Stub 3 - for the Company.
D. With respect to each trade, Chase will
deliver the Certificated Notes and Stub 2
thereof to the Presenting Agent at the
following applicable address: If to Bear,
Stearns & Co. Inc. to Bear, Stearns & Co.
Inc., 245 Park Avenue, 4/th/ Floor, New
York, New York 10167, Attention: Medium
Term Note Department, if to Chase
Securities Inc., to Chase Securities Inc.,
55 Water Street, Room 226, Window 17 or 18,
New York, New York 10041, Attention: Sal
Giallanza and if to Goldman, Sachs & Co. to
Goldman, Sachs & Co., 85 Broad Street, New
York, New York 10004, Michael Mosely, 6th
Floor. The Trustee will keep Stub 1. The
Presenting Agent will acknowledge receipt
of the Certificated Note through a broker's
receipt and will keep Stub.
2. Delivery of the Certificated Note will be
made only against such acknowledgment of
receipt. Upon determination that the
Certificated Note has been authorized,
delivered and completed as aforementioned,
the Presenting Agent will wire the net
proceeds of the Certificated Note after
deduction of its applicable discount or
commission to the Company pursuant to
standard wire instructions given by the
Company.
E. In the case of Certificated Notes sold
through the Presenting Agent, as agent, the
Presenting Agent will deliver the
Certificated Note (with confirmations), as
well as a copy of the Prospectus and the
applicable Pricing Supplement or
Supplements received from the Trustee to
the purchaser against payment in
immediately available funds.
F. The Trustee will send Stub 3 to the
Company.
Settlement Procedures For offers to purchase Certificated Notes
Timetable: accepted by the Company, Settlement Procedures
"A" through "F" set forth above shall be
completed as soon as possible following the
trade but not later than the respective times
(New York City time) set forth below:
A-II-2
Settlement
Procedure Time
--------------- ----------------------------
A 11:00 a.m. on the trade date
or within one hour following
the trade
B 12:00 noon on the trade date
or within one hour following
the trade
C-D 2:15 p.m. on Settlement Date
E 3:00 p.m. on Settlement Date
F 5:00 p.m. on Settlement Date
Failure to Settle: In the case of Certificated Notes sold through
the Presenting Agent, as agent, in the event
that a purchaser of a Certificated Note from
the Company either fails to accept delivery of
or make payment for a Certificated Note on the
Settlement Date, the Presenting Agent will
forthwith notify the Trustee and the Company by
telephone, confirmed in writing, and return
such Certificated Note and related stub to the
Trustee.
The Trustee, upon receipt of the Certificated
Note and related stub from the Presenting
Agent, will immediately advise the Company and
the Company will promptly arrange to credit the
account of the Presenting Agent in an amount of
immediately available funds equal to the amount
previously paid by such Presenting Agent in
settlement for such Certificated Note. Such
credits will be made on the Settlement Date if
possible, and in any event not later than the
Business Day following the Settlement Date;
provided that the Company has received notice
on the same day. If such failure has occurred
for any reason other than failure by such
Presenting Agent to perform its obligations
hereunder or under the Agreement, the Company
will reimburse such Presenting Agent on an
equitable basis for its loss of the use of
funds during the period when the funds were
credited to the account of the Company.
Immediately upon receipt of the Certificated
Note in respect of which the failure occurred,
the Trustee will cancel and dispose of the
Certificated Note (and related stubs) in
accordance with its customary procedures, make
appropriate entries in its records to reflect
the fact that the Certificated Note was never
issued, and accordingly notify in writing the
Company.
A-II-2
A-II-2
ANNEX III
Accountants' Letter
--------------
Pursuant to Section 4(j) and Section 6(d), as the case may be, of the
Agreement, the Company's independent certified public accountants shall furnish
letters to the effect that:
(i) They are independent certified public accountants with respect to
the Company and its subsidiaries within the meaning of the Act and
the applicable published rules and regulations thereunder.
(ii) In their opinion, the consolidated financial statements and
financial statement schedules audited by them and incorporated by
reference in the Registration Statement or the Prospectus comply as
to form in all material respects with the applicable accounting
requirements of the Act and the Exchange Act and the related
published rules and regulations thereunder.
(iii) On the basis of limited procedures, not constituting an audit in
accordance with generally accepted auditing standards, consisting
of a reading of the unaudited financial statements and other
information referred to below, a reading of the latest available
interim financial statements of the Company and its subsidiaries,
inspection of the minute books of the Company and its subsidiaries
since the date of the latest audited financial statements included
or incorporated by reference in the Prospectus, inquiries of
officials of the Company and its subsidiaries responsible for
financial and accounting matters and such other inquiries and
procedures as may be specified in such letter, nothing came to
their attention that caused them to believe that:
(A) the unaudited condensed consolidated statements of income,
consolidated balance sheets and consolidated statements of cash flows
included or incorporated by reference in the Company's Quarterly Reports on
Form 10-Q incorporated by reference in the Prospectus do not comply as to
form in all material respects with the applicable accounting requirements
of the Act and the Exchange Act as it applies to Form 10-Q and the related
published rules and regulations thereunder or that any material
modifications should be made for them to be in conformity with generally
accepted accounting principles;
(B) any unaudited pro forma consolidated condensed financial
statements included or incorporated by reference in the Prospectus do not
comply as to form in all material respects with the applicable accounting
requirements of the Act and the published rules and regulations thereunder
or the pro forma
A-III-1
adjustments have not been properly applied to the historical amounts in the
compilation of those statements;
(C) as of the date of the latest available financial statements of
the Company and at a subsequent date not more than five business days prior
to the date of such letter, there have been any changes in the consolidated
capital stock (other than issuances of capital stock under the Company's
[Dividend Reinvestment and Stock Purchase Plan, Employee Stock Ownership
Plan, Retirement Savings Plan, Stock Option and Incentive Plans] or other
similar plans, and the incurrence of capital stock issuance expenses) of
the Company or in the preferred stock or other securities of the Company's
subsidiaries, or any increase in the consolidated long-term debt of the
Company and its subsidiaries or any decreases in consolidated net assets of
the Company and its subsidiaries or other items specified by the Agents, or
any increases in any items specified by the Agents, in each case as
compared with the amounts shown in the latest balance sheet included or
incorporated by reference in the Prospectus, except in each case for
changes, increases or decreases that the Prospectus discloses have occurred
or may occur or that are described in such letter; and
(D) for the period from the date of the latest financial statements
included or incorporated by reference in the Prospectus ending as of the
date of the latest available financial statements of the Company and at (i)
the most recent month end if the date of such letter is 15 or more days
following such most recent month end or (ii) the month end immediately
preceding the most recent month end if the date of such letter is fewer
than 15 days following such most recent month end, there were any decreases
in consolidated revenues of the Company, or any increases in any items
specified by the Agents, in each case as compared with the comparable
period of the preceding year and with any other period of corresponding
length specified by the Agents, except in each case for increases or
decreases that the Prospectus discloses have occurred or may occur or that
are described in such letter;
(iv) In addition to the audit referred to in their report(s) included or
incorporated by reference in the Prospectus and the limited
procedures, inspection of minute books, inquiries and other procedures
referred to in paragraphs (ii) and (iii) above, they have carried out
certain specified procedures, not constituting an audit in accordance
with generally accepted auditing standards, with respect to certain
amounts, percentages and financial information specified by the Agents
that are derived from the general accounting records of the Company
and its subsidiaries, that appear in the Prospectus (excluding
documents incorporated by reference), or in Part II of, or in exhibits
and schedules to, the Registration Statement specified by the Agents
or in documents incorporated by reference in the Prospectus specified
by the Agents, and have compared certain of such amounts, percentages
and financial information with the accounting
A-III-
records of the Company and its subsidiaries and have found them to be
in agreement.
All references to the Prospectus in this Annex III shall be deemed to
refer to the Prospectus (including the documents incorporated by reference
therein) as defined in the Agreement as of the Commencement Date referred to in
Section 6(d) thereof and to the Prospectus as amended or supplemented (including
the documents incorporated by reference therein) as of the date of the
amendment, supplement, incorporation or the Time of Delivery relating to an
agreement to purchase Securities as principal requiring the delivery of such
letter under Section 4(j) thereof.
A-III-
EXHIBIT 5.1
[LETTERHEAD OF LEGGETT & PLATT, INCORPORATED]
November 30, 2000
Leggett & Platt, Incorporated
No. 1 Leggett Road
Carthage, Missouri 64836
Ladies and Gentlemen:
As General Counsel of Leggett & Platt, Incorporated (the "Company"), I have
acted on its behalf in connection with the preparation and filing with the
Securities and Exchange Commission of a Registration Statement on Form S-3,
which also constitutes Post Effective Amendment No. 4 to Registration Statement
No. 333-90443 (the "Registration Statement"), pursuant to the Securities and
Exchange Act of 1933, as amended, relating to the proposed sale from time to
time by the Company of $500,000,000 aggregate principal amount of the Company's
Debt Securities (the "Debt Securities") pursuant to an Indenture (the
"Indenture") entered into between the Company and The Chase Manhattan Bank, as
trustee, on November 24, 1999.
In this connection I have examined such documents, including resolutions of
the Executive Committee of the Board of Directors of the Company adopted on
November 3, 1999 and of the Board of Directors dated November 9, 2000, and have
made such other investigations and reviewed such questions of law as I have
considered necessary or appropriate for the purposes of the opinion set forth
below. In my examination of the foregoing, I have assumed the authenticity of
all documents submitted to me as originals, the genuineness of all signatures
and the conformity to authentic originals of all documents submitted to me as
copies. I have also assumed the legal capacity for all purposes relevant hereto
of all natural persons and, with respect to all parties to agreements or
instruments relevant hereto other than the Company, that such parties had the
requisite power and authority (corporate or otherwise) to execute, deliver and
perform such agreements or instruments, that such agreements or instruments have
been duly authorized by all requisite action (corporate or otherwise), executed
and delivered by such parties and that such agreements or instruments are the
valid, binding and enforceable obligations of such parties. As to questions of
fact material to my opinions, I have relied upon certificates or statements of
officers and other representatives of the Company and of public officials and
authorities. I have assumed without investigation that any certificates or
statements on which I have relied that were given or dated earlier than the date
of this opinion letter continued to remain accurate, insofar as relevant to such
opinion, from such earlier date through and including the date of this letter.
Capitalized terms used and not defined herein shall have the meanings assigned
to them in the Indenture included as Exhibit 4.1 to the Registration Statement.
Based on the foregoing, I am of the opinion that when the specific terms of
series of Debt Securities have been specified in a Supplemental Indenture or
Board Resolution pursuant to the
November 30, 2000
Page 2
Indenture, such series of Debt Securities will have been duly authorized by all
requisite corporate action and, when executed and authenticated as specified in
the Indenture and delivered against payment thereof in the manner described in
the Registration Statement, will constitute valid and binding obligations of the
Company, enforceable in accordance with the terms of such series.
The opinion set forth above is subject to the following qualifications and
exceptions:
(a) The opinion is subject to the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally.
(b) The opinion is subject to the effect of general principles of equity,
including (without limitation) concepts of materiality,
reasonableness, good faith and fair dealing and other similar
doctrines affecting the enforceability of agreements generally
(regardless of whether considered in a proceeding at law or in
equity).
(c) In rendering the opinion, I have assumed that, at the time of the
authentication and delivery of a series of Debt Securities, there will
not have occurred any change in the law affecting the authorization,
execution, delivery, validity or enforceability of the Debt
Securities, the Registration Statement will have been declared
effective and will continue to be effective, none of the particular
terms of a series of Debt securities will violate any applicable law
and neither the issuance and the sale thereof nor the compliance by
the Company the terms thereof will result in a violation of any
agreement or instrument then binding upon the Company or any other of
any court or governmental body having jurisdiction over the Company.
(d) As of the date of this opinion, a judgment for money in an action
based on a Debt Security denominated in a foreign currency or a
composite currency in a federal or State court in the United States
ordinarily would be enforced in the United States only in United
States dollars. The date used to determine the rate of conversion into
United States dollars of the foreign currency or composite currency in
which a particular Debt Security is denominated will depend upon
various factors, including which court renders the judgment.
My opinions expressed above are limited to the laws of the State of
Missouri and the federal laws of the United States of America.
November 30, 2000
Page 3
I hereby consent to the use of my name in the Registration Statement and in
the related Prospectus and to the use of this Opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
LEGGETT & PLATT, INCORPORATED
/s/ ERNEST C. JETT
Ernest C. Jett
Vice President, General Counsel and Secretary
EXHIBIT 8.1
[LETTERHEAD OF BRYAN CAVE LLP]
November 30, 2000
Leggett & Platt, Incorporated
No. 1 Leggett Road
Carthage, Missouri 64836
Ladies and Gentlemen:
We have acted as special counsel to Leggett & Platt, Incorporated, a
Missouri corporation (the "Company"), in connection with the filing of a
Registration Statement on Form S-3, which also constitutes Post Effective
Amendment No. 4 to Registration Statement No. 333-90443 (the "Registration
Statement"), pursuant to the Securities Act of 1933. The Registration
Statement, including the related Prospectus Supplement, provides the Company may
offer from time to time its Medium-Term Notes. Except as otherwise indicated
herein, all capitalized terms used in this letter have the same meaning assigned
to them in the Registration Statement.
In rendering our opinion, we have examined and relied upon without
independent investigation as to matters of fact the Registration Statement and
such other documents, certificates and instruments as we have considered
relevant for purposes of this opinion. We have assumed without independent
verification that the Registration Statement is accurate and complete in all
material respects, and our opinion is conditioned expressly on, among other
things, the accuracy as of the date hereof, and the continuing accuracy, of all
of such facts, information, covenants, statements and representations through
and as of the date of consummation of the filing. Any material changes in the
facts referred to, set forth or assumed herein or in the Registration Statement
may affect the conclusions stated herein.
In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations promulgated thereunder (the "Regulations"), pertinent judicial
decisions, rulings of the Internal Revenue Service and such other authorities as
we have considered relevant. It should be noted that such laws, Code,
Regulations, judicial decisions and administrative interpretations are subject
to change at any time and, in some circumstances, with retroactive effect. A
material change in any of the authorities upon which our opinion is based could
affect our conclusions herein.
Leggett & Platt, Incorporated
November 30, 2000
Page 2
Based solely upon the foregoing and in reliance thereon and subject to
the exceptions, limitations and qualifications stated herein, we confirm that
the statements contained in the Prospectus Supplement under the caption "United
States Federal income tax consequences" insofar as such statements constitute
matters of law or legal conclusions, as qualified therein, are our opinion and
that such statements fairly describe the material Federal income tax
consequences of the offering of the Medium-Term Notes and are true, correct and
complete in all material respects.
Except as expressly set forth above, we express no other opinion. We
consent to the reference to this firm in the Prospectus Supplement under the
caption "United States Federal income tax consequences" and to the filing of
this opinion as an exhibit to the Prospectus Supplement. In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933 or the rules
and regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ BRYAN CAVE LLP
Bryan Cave LLP
EXHIBIT 12
LEGGETT AND PLATT, INCORPORATED AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Amounts in millions of dollars)
Nine Months Twelve Months Ended
Ended December 31,
9/30/00 1999 1998 1997 1996 1995
----------------------------------------------------------
Earnings
Income from continuing operations
before income tax $ 347.1 $462.6 $395.6 $333.3 $249.7 $220.6
Interest expense (excluding
amount capitalized) 49.4 43.0 38.5 31.8 30.0 30.4
Portion of rental expense under
operating leases representative
of an interest factor 7.1 8.2 6.7 6.1 5.5 5.1
----------------------------------------------------------
Total earnings $ 403.6 $513.8 $440.8 $371.2 $285.2 $256.1
==========================================================
Fixed charges
Interest expense
(including amount capitalized) $ 50.2 $ 44.0 $ 39.2 $ 32.7 $ 31.0 $ 31.4
Portion of rental expense under
operating leases representative
of an interest factor 7.1 8.2 6.7 6.1 5.5 5.1
----------------------------------------------------------
Total fixed charges $ 57.3 $ 52.2 $ 45.9 $ 38.8 $ 36.5 $ 36.5
==========================================================
Ratio of earnings to fixed charges 7.0 9.8 9.6 9.6 7.8 7.0
==========================================================
Earnings consist principally of income from continuing operations before income
taxes, plus fixed charges. Fixed charges consist principally of interest costs.
EXHIBIT 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 2, 2000, relating to the
financial statements and financial statement schedule, which appears in Leggett
& Platt, Incorporated's Annual Report on Form 10-K for the year ended December
31, 1999. We also consent to the references to us under the headings "Experts"
in such Registration Statement.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
St. Louis, Missouri
December 1, 2000
________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
___________________________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
_______________________________________________
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
____________________________________________
Leggett & Platt, Incorporated
(Exact name of obligor as specified in its charter)
Missouri 44-0324630
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
No. 1 Leggett Road
Carthage, Missouri 64836
(Address of principal executive offices) (Zip Code)
____________________________________________
Debt Securities
(Title of the indenture securities)
________________________________________________________________
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
-2-
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 30th day of October, 2000.
THE CHASE MANHATTAN BANK
By /s/ Guy Marzella
---------------------------
Guy Marzella
Assistant Vice President
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Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 2000, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin.......................................... $ 15,412
Interest-bearing balances.................................. 4,593
Securities:........................................
Held to maturity securities.................................. 613
Available for sale securities................................ 57,372
Federal funds sold and securities purchased under
agreements to resell....................................... 29,490
Loans and lease financing receivables:
Loans and leases, net of unearned income................... $142,368
Less: Allowance for loan and lease losses.................. 2,227
Less: Allocated transfer risk reserve...................... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve..................................... 140,141
Trading Assets............................................... 48,079
Premises and fixed assets (including capitalized
leases).................................................... 3,447
Other real estate owned...................................... 27
Investments in unconsolidated subsidiaries and
associated companies....................................... 259
Customers' liability to this bank on acceptances
outstanding................................................ 676
Intangible assets............................................ 3,994
Other assets................................................. 16,373
--------
TOTAL ASSETS................................................. $320,476
========
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LIABILITIES
Deposits
In domestic offices........................................ $103,433
Noninterest-bearing........................................ $ 42,054
Interest-bearing........................................... 61,379
In foreign offices, Edge and Agreement
subsidiaries and IBF's..................................... 92,486
Noninterest-bearing ......................................... $ 5,683
Interest-bearing........................................... 86,803
Federal funds purchased and securities sold under agree-
ments to repurchase.......................................... 49,016
Demand notes issued to the U.S. Treasury..................... 750
Trading liabilities.......................................... 32,878
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less.............. 4,298
With a remaining maturity of more than one year
through three years................................... 0
With a remaining maturity of more than three years.... 97
Bank's liability on acceptances executed and outstanding..... 676
Subordinated notes and debentures............................ 5,430
Other liabilities............................................ 12,129
TOTAL LIABILITIES............................................ 301,193
EQUITY CAPITAL
Perpetual preferred stock and related surplus................ 0
Common stock................................................. 1,211
Surplus (exclude all surplus related to preferred stock).... 11,066
Undivided profits and capital reserves....................... 8,165
Net unrealized holding gains (losses)
on available-for-sale securities............................. (1,175)
Accumulated net gains (losses) on cash flow hedges........... 0
Cumulative foreign currency translation adjustments.......... 16
TOTAL EQUITY CAPITAL......................................... 19,283
--------
TOTAL LIABILITIES AND EQUITY CAPITAL......................... $320,476
========
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of the Report of
Condition (including the supporting schedules) for this report date and declare
that it has been examined by us, and to the best of our knowledge and belief has
been prepared in conformance with the in-structions issued by the appropriate
Federal regulatory authority and is true and correct.
WILLIAM B. HARRISON, JR. )
JOHN R. STAFFORD ) DIRECTORS
M. ANTHONY BURNS )
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