As filed with the Securities and Exchange
Commission on
July 10
, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
CAMPBELL SOUP COMPANY
(Exact name of registrant as specified in its
charter)
New
Jersey
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21-0419870
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(State or Other
Jurisdiction
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(I.R.S.
Employer
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of Incorporation or
Organization)
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Identification
Number)
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One Campbell Place
Camden, New Jersey
08103-1799
(856) 342-4800
(Address, Including
Zip Code, and Telephone Number, Including Area Code, of Registrants Principal
Executive Offices)
________________________
Adam G. Ciongoli
Senior Vice President
and
General Counsel
Campbell Soup Company
One Campbell Place
Camden,
New Jersey 08103-1799
(856) 342-4800
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent
For Service)
________________________
Approximate date of commencement of proposed sale
to the public:
From time to time after this Registration
Statement becomes effective.
If the only securities being registered on this Form
are being offered pursuant to dividend or interest reinvestment plans, please
check the following box.
☐
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box.
☒
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
☐
If this Form is a registration statement pursuant to
General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the
Securities Act, check the following box.
☒
If this Form is a post-effective amendment to a
registration statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of securities pursuant to
Rule 413(b) under the Securities Act, check the following box.
☐
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the definitions of
large accelerated filer, accelerated filer, smaller reporting company, and
emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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(Do not check if a smaller
reporting company)
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Smaller reporting
company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided
pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF
REGISTRATION FEE
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Title of Each Class of
Securities to Be
Registered
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Amount to Be Registered
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Proposed Maximum
Offering Price per Unit
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Proposed Maximum
Aggregate Offering Price
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Amount of
Registration Fee
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Debt Securities
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(1)
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(1)
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(1)
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(1)
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(1)
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An indeterminate
amount of securities to be offered at indeterminate prices is being
registered pursuant to this registration statement. The registrant is
deferring payment of the registration fee pursuant to Rule 456(b) of the
Securities Act of 1933, as amended, (the Securities Act) and is omitting
this information in reliance on Rule 456(b) and Rule 457(r) of the
Securities Act.
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PROSPECTUS
CAMPBELL SOUP COMPANY
DEBT SECURITIES
From time to time, we may sell
debt securities consisting of debentures, notes or other unsecured evidences of
indebtedness on terms we will determine at the times we sell the debt
securities. When we decide to sell a particular series of debt securities, we
will prepare and deliver a supplement to this prospectus describing the
particular terms of the debt securities we are offering.
We may offer and sell these
securities to or through one or more underwriters, dealers and agents, or
directly to purchasers, on a continuous or delayed basis, at prices and on other
terms to be determined at the time of offering. We reserve the sole right to
accept, and together with any agents, dealers and underwriters, reserve the
right to reject, in whole or in part, any proposed purchase of securities. If
any agents, dealers or underwriters are involved in the sale of any securities,
the applicable prospectus supplement will set forth their names and any
applicable commissions or discounts. The net proceeds to us from the sale of
securities also will be set forth in the applicable prospectus supplement.
Unless otherwise stated in a
prospectus supplement, none of these securities will be listed on any securities
exchange. Before you invest, you should carefully read this prospectus, any
applicable prospectus supplement and information described under the headings
Where You Can Find More Information
About Us
and Documents Incorporated by Reference.
Investing in our securities
involves certain risks. See the Risk Factors section on page
2
of this
prospectus and
the risk factors
we incorporate by reference herein and, if any, in
the relevant prospectus supplement.
Neither the Securities and
Exchange Commission nor any state securities commission has approved or
disapproved of 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
July 10
, 2017.
i
TABLE OF CONTENTS
____________________________
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P
AGE
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About This Prospectus
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iii
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Where You Can Find More Information About Us
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iii
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Documents Incorporated by Reference
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iii
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Disclosure Regarding Forward-Looking Statements
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1
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Campbell Soup Company
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2
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Risk
Factors
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2
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Use
of Proceeds
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2
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Ratio of Earnings to Fixed Charges
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2
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Description of Debt Securities
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3
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Plan
of Distribution
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12
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Legal Opinions
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13
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Experts
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13
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ii
ABOUT THIS PROSPECTUS
This prospectus is part of a
registration statement that we filed with the Securities and Exchange Commission
(the SEC) utilizing a shelf registration process. Under this shelf
registration process, we may, from time to time, sell the securities described
in this prospectus in one or more offerings.
This prospectus provides you
with a general description of the securities we may offer. Each time we sell
securities, we will provide a prospectus supplement or a free writing prospectus
that will contain specific information about the terms of that offering. The
prospectus supplement or free writing prospectus may also add, update or change
information contained in this prospectus. You should read both this prospectus,
any prospectus supplement and any free writing prospectus together with the
additional information described under the heading Where You Can Find More
Information About Us.
We have not authorized
anyone to provide any information other than that contained or incorporated by
reference in this prospectus or in any related prospectus supplement or free
writing prospectus prepared by us or on our behalf or to which we have referred
you. We take no responsibility for, and can provide no assurance as to the
reliability of, any other information that others may give you. We are offering
to sell debt securities only in jurisdictions where offers and sales are
permitted. The information contained in or incorporated by reference in this
prospectus or any prospectus supplement or in any such free writing prospectus
is accurate only as of its respective date, regardless of the time of delivery
of this prospectus, any prospectus supplement or any such free writing
prospectus or any sale of debt securities. Our business, financial condition,
results of operations and prospects may have changed since that
date.
In this prospectus, unless
otherwise stated, the terms we, us and our refer to Campbell Soup Company
and our consolidated subsidiaries.
WHERE YOU CAN FIND MORE
INFORMATION ABOUT US
We file annual, quarterly and
current reports, proxy statements and other information and documents with the
SEC. You may read and copy any document we file with the SEC:
●
in the public reference room maintained by the SEC
in Washington, D.C. (100 F Street, N.E., Room 1580, Washington, D.C. 20549).
Copies of such materials can be obtained from the SECs public reference section
at prescribed rates. You may obtain information on the operation of the public
reference room by calling the SEC at (800) SEC-0330, or
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on the SEC website located at www.sec.gov.
This Prospectus is part of a
Registration Statement filed on Form S-3 with the SEC under the Securities Act
of 1933, as amended (the Securities Act). This prospectus does not contain all
of the information set forth in the Registration Statement and the exhibits and
schedules to the Registration Statement. For further information concerning us
and the securities, you should read the entire Registration Statement and the
additional information described under Documents Incorporated by Reference
below. The Registration Statement has been filed electronically and may be
obtained in any manner listed above. Any statements contained in this prospectus
concerning the provisions of any document are not necessarily complete, and, in
each instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the SEC. Each such
statement is qualified in its entirety by such reference.
Information about us is also
available on our website at
www.campbellsoupcompany.com
, under the Investor Center Financial Information SEC Filings
caption. This URL and the SEC's URL above are intended to be inactive textual
references only. Information on our website is not a part of this prospectus.
DOCUMENTS INCORPORATED BY
REFERENCE
The SEC's rules allow us to
incorporate by reference information into this prospectus. This means that we
can disclose important information to you by referring you to another document.
Any information referred to in this way is
considered part of this prospectus from the date we file that document. Any
reports filed by us with the SEC after the date of this prospectus and before
the date that the offering of the securities by means of this prospectus is
terminated will automatically update and, where applicable, supersede any
information contained in this prospectus or incorporated by reference in this
prospectus.
iii
We incorporate by reference
into this prospectus the following documents or information filed (File No.
1-3822) with the SEC (other than, in each case, information deemed to have been
furnished or not filed in accordance with the SEC rules):
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Our Annual Report on Form 10-K for the fiscal
year ended July 31, 2016;
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Our Quarterly Reports on Form 10-Q for the
quarters ended October 30, 2016, January 29, 2017 and April 30,
2017;
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Our Current Reports on Form 8-K filed with the
SEC on
July 6, 2017,
May 11, 2017, March 23, 2017, February 9, 2017, December 12, 2016,
November 17, 2016 and October 17, 2016; and
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Our Definitive Proxy Statement on Schedule 14A
filed with the SEC on October 7, 2016.
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Each document filed subsequent
to the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange
Act), prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document filed prior to the date of
this Registration Statement and incorporated or deemed to be incorporated herein
by reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein (or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein) modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute part of this Registration Statement.
You may electronically access
these documents through our website,
www.campbellsoupcompany.com
,
under the Investor Center Financial Information SEC Filings caption. We
are not incorporating the contents of the website into this prospectus. You may
also request a copy of these filings, at no cost, by writing to or telephoning
us at the following address:
Investor Relations
Campbell Soup Company
One
Campbell Place
Camden, New Jersey
08103-1799
1-800-840-2865
iv
DISCLOSURE REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus, including the
documents incorporated by reference herein, contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements reflect our current expectations
regarding our future results of operations, economic performance, financial
condition and achievements. We try, wherever possible, to identify these
forward-looking statements by using words such as anticipate, believe,
estimate, expect, will and similar expressions. One can also identify them
by the fact that they do not relate strictly to historical or current facts.
These statements reflect our current plans and expectations and are based on
information currently available to us. They rely on a number of assumptions
regarding future events and estimates which could be inaccurate and which are
inherently subject to risks and uncertainties.
We wish to caution the reader
that the following important factors and those important factors described in
Item 1A of our most recent Annual Report on Form 10-K filed with the SEC (as
updated from time-to-time by our Quarterly Reports on Form 10-Q filed with the
SEC)
could affect our actual results and could cause such results to vary
materially from those expressed in any forward-looking statements made by us or
on our behalf:
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our ability to
successfully manage changes to our organizational structure and/or
business processes, including our selling, distribution, manufacturing and
information management systems or processes;
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our ability to realize projected cost savings
and benefits from our efficiency and/or restructuring initiatives;
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the impact of strong competitive response to
our efforts to leverage our brand power with product innovation,
promotional programs and new advertising;
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changes in consumer demand for our products and
favorable perception of our brands;
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product quality and safety issues, including
recalls and product liabilities;
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the risks associated with trade and consumer
acceptance of product improvements, shelving initiatives, new products and
pricing and promotional strategies;
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a changing customer landscape, with value and
e-commerce retailers expanding their market presence, while certain of our
key customers continue to increase their significance to our business;
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changing inventory management practices by
certain of our key customers;
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disruptions to our supply chain, including
fluctuations in the supply of and inflation in energy and raw and
packaging materials cost;
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the impact of non-U.S. operations, including
export and import restrictions, public corruption and compliance with
foreign laws and regulations;
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the ability to complete and
to realize the projected benefits of
acquisitions, divestitures and other business portfolio changes;
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the uncertainties of litigation and regulatory
actions against us;
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the possible disruption to the independent
contractor distribution models used by certain of our businesses,
including as a result of litigation or regulatory actions affecting their
independent contractor classification;
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our ability to protect our intellectual
property rights;
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impairment to goodwill or other intangible
assets;
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increased liabilities and costs related to our
defined benefit pension plans;
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a material failure in or breach of our
information technology systems;
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our ability to attract and retain key
personnel;
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changes in currency exchange rates, tax rates,
interest rates, debt and equity markets, inflation rates, economic
conditions, law, regulation and other external factors; and
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unforeseen business disruptions in one or more
of our markets due to political instability, civil disobedience,
terrorism, armed hostilities, extreme weather conditions, natural
disasters or other calamities.
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1
This discussion of
uncertainties is by no means exhaustive but is designed to highlight important
factors that may impact our outlook. We disclaim any obligation or intent to
update forward-looking statements made by us in order to reflect new
information, events or circumstances after the date they are made.
CAMPBELL SOUP COMPANY
We are a manufacturer and
marketer of high-quality, branded food and beverage products. We manage our
businesses in three divisions focused mainly on product categories. The
divisions, which represent our operating and reportable segments, are as
follows: Americas Simple Meals and Beverages; Global Biscuits and Snacks; and
Campbell Fresh. We organized as a business corporation under the laws of New
Jersey on November 23, 1922; however, through predecessor organizations, we
trace our heritage in the food business back to 1869. Our principal executive
offices are in Camden, New Jersey 08103-1799. We maintain a website at
www.campbellsoupcompany.com
where general information about us is available. We are not incorporating the
contents of the website into this prospectus.
RISK
FACTORS
Investing in the debt
securities involves risks. Before making a decision to invest in the debt
securities, in addition to the other information contained in this prospectus
and any prospectus supplement, you should carefully consider the risks described
under Risk Factors in Part I, Item 1A of our Annual Report on Form 10-K for
the fiscal year ended July 31, 2016 and in other documents that we include or
incorporate by reference in this prospectus. See Where You Can Find More
Information About Us.
USE OF PROCEEDS
Unless we describe a different
use of proceeds from an offering in the related prospectus supplement, we intend
to use the net proceeds from the sales of the debt securities offered by this
prospectus for general corporate purposes, which may include, but are not
limited to, funding for working capital, payment of dividends, capital
expenditures, repurchases of our common stock, repayment of debt, and
acquisitions. We may temporarily invest funds that are not immediately needed
for these purposes in short-term investments, including, but not limited to,
marketable securities.
RATIO OF EARNINGS TO
FIXED CHARGES
The following table sets forth
our consolidated ratio of earnings to fixed charges for the periods shown:
Nine Months
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Ended
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Fiscal Year
Ended
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4/30/17
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7/31/16
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8/02/15
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8/03/14
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7/28/13
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7/29/12
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9.5
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7.4
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8.4
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9.0
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9.5
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6.4
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The ratios of earnings to
fixed charges were computed by dividing our earnings by fixed charges. For this
purpose, earnings include the sum of earnings from continuing operations before
taxes, amortization of capitalized interest, and fixed charges, less capitalized
interest. Fixed charges include interest expense, capitalized interest,
amortization of debt expenses and one-third of rent expense, which represents a
reasonable approximation of the interest factor. In the nine-month period ended
April 30, 2017, and fiscal years 2016, 2015, 2014, 2013 and 2012, we incurred
pre-tax losses/(gains) of $20 million, $313 million, $138 million, $31 million,
($285) million, and ($395) million, respectively, associated with mark-to-market
adjustments for defined benefit pension and postretirement plans. In the
nine-month period ended April 30, 2017, and fiscal years 2016, 2015, 2014, 2013
and 2012, we recorded pre-tax restructuring charges, administrative expenses and
related costs of $18 million, $78 million, $124 million, $58 million, $138
million, and $7 million, respectively. In fiscal year 2017, we recorded a
non-cash impairment charge of $212 million related to the intangible assets of
the Bolthouse Farms carrot and carrot ingredients reporting unit and the Garden
Fresh Gourmet reporting unit. In fiscal year 2016, we recorded a non-cash
impairment charge of $141 million related to the intangible assets of the
Bolthouse Farms carrot and carrot ingredients reporting unit and a pre-tax gain of $25 million from a settlement of a
claim related to the Kelsen acquisition. In fiscal year 2014, we recorded a
pre-tax loss of $9 million on foreign exchange forward contracts used to hedge
the proceeds from the sale of the European simple meals business. In fiscal
years 2013 and 2012, we recorded pre-tax transaction costs of $10 million and $5
million, respectively, associated with the acquisition of Bolthouse
Farms.
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DESCRIPTION OF DEBT
SECURITIES
We may issue senior debt
securities in one or more series under the indenture, dated as of March 19,
2015, between us and Wells Fargo Bank, National Association, as trustee, which
we refer to as the senior indenture. We may also issue subordinated debt
securities in one or more series under the indenture to be entered into between
us and Wells Fargo Bank, National Association, as trustee, which we refer to as
the subordinated indenture and together with the senior indenture as the
indentures or each of the senior indenture and the subordinated indenture
individually, as the applicable indenture. For purposes of this section, we
refer to: (i) the senior debt securities together with the subordinated debt
securities as the debt securities; and (ii) Wells Fargo, National Association,
or any successor or additional trustee, in its respective capacity as trustee
under the applicable indenture, as the trustee. The indentures are filed as
exhibits to the registration statement that includes this prospectus. See Where
You Can Find More Information About Us for information on how to obtain copies
of the indentures. The indentures have been qualified under the Trust Indenture
Act of 1939, as amended, which we refer to as the Trust Indenture Act.
This summary of the indentures
and the debt securities relates to terms and conditions applicable to the debt
securities generally. We will summarize the particular terms of any series of
debt securities in the applicable prospectus supplement. If indicated in the
prospectus supplement, the terms of any series may differ from the terms
summarized below. Because the summary of the material provisions of the
indentures and the debt securities set forth below and the summary of the
material terms of a particular series of debt securities set forth in the
applicable prospectus supplement are not complete, you should refer to the
indentures and the debt securities for complete information regarding the terms
and provisions of the indentures (including defined terms) and the debt
securities. Wherever we refer to particular articles, sections or defined terms
of the indentures in this prospectus or in a prospectus supplement, those
articles, sections or defined terms are incorporated in this prospectus and the
prospectus supplement by reference, and the statement with respect to which such
reference is made is qualified in its entirety by such reference. In addition,
unless specified otherwise, references to such particular articles, sections or
defined terms are applicable to both the senior indenture and the subordinated
indenture. Capitalized terms used and not otherwise defined in this section
shall have the meanings assigned to them in the indenture. In this Description
of Debt Securities, the terms the Company, we, us and our refer to
Campbell Soup Company only, and do not include our consolidated subsidiaries.
The senior debt securities
will be unsecured and will rank on parity with all of our other unsecured and
unsubordinated obligations. Unless otherwise provided in the prospectus
supplement, each series of subordinated debt securities will rank equally with
all other series of subordinated debt securities issued under the subordinated
indenture and will be unsecured and subordinate and junior in right of payment
to all of our senior debt (as defined below). See Subordination Under
Subordinated Indenture.
General
The indentures do not limit
the amount of debt securities which we may issue under the indentures and
provide that debt securities may be issued thereunder up to the aggregate
principal amount which our board of directors may authorize from time to time.
Debt securities may be issued from time to time in one or more
series.
Please refer to the prospectus
supplement relating to any particular series of debt securities we may offer for
the following terms of such series:
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(a)
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the designation,
aggregate principal amount and authorized denominations of the offered
debt securities;
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(b)
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the price (expressed
as a percentage of the aggregate principal amount thereof) at which the
offered debt securities will be issued;
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(c)
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the date or dates on which the offered debt
securities will mature;
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(d)
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the annual rate, if any, at which the
offered debt securities will bear interest;
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(e)
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the date from which such interest, if any,
on the offered debt securities will accrue, the dates on which such
interest, if any, will be payable, the date on which payment of such
interest, if any, will commence and, with respect to offered debt
securities in registered form, the regular record dates for such interest
payment dates;
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(f)
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any optional or mandatory sinking fund
provisions;
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(g)
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the date, if any, after which and the price
or prices at which the offered debt securities may, pursuant to any
optional or mandatory redemption provisions, be redeemed at our option or
at the option of the holder and any other terms and provisions of such
optional or mandatory redemptions;
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(h)
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the denominations in which any offered debt
securities of a series which are registered securities will be issuable if
other than denominations of $1,000 and any integral multiple thereof, and
the denominations in which any offered debt securities of the series which
are bearer securities will be issuable if other than denominations of
$5,000;
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(i)
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if other than the principal amount thereof,
the portion of the principal amount of offered debt securities of the
series which will be payable upon declaration of acceleration of maturity
thereof;
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(j)
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any events of default with respect to the
offered debt securities of the series, if not set forth in the applicable
indenture;
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(k)
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the currency or currencies, including
composite currencies, in which payment of the principal of (and premium,
if any) and interest, if any, on the offered debt securities of the series
will be payable (if other than the currency of the United States of
America), which unless otherwise specified will be the currency of the
United States of America as at the time of payment which is the legal
tender for payment of public or private debts;
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(l)
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if the principal of (and premium, if any),
or interest, if any, on the offered debt securities of the series is to be
payable, at our election or at the election of any holder thereof, in a
coin or currency other than that in which the offered debt securities of
the series are stated to be payable, the period or periods within which,
and the terms and conditions upon which, such election may be
made;
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(m)
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if such offered debt securities are to be
denominated in a currency or currencies, including composite currencies,
other than the currency of the United States of America, the equivalent
price in the currency of the United States of America;
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(n)
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if the amount of payments of principal of
(and premium if any), or portions thereof, or interest, if any, on the
offered debt securities of the series may be determined with reference to
an index, formula or other method, the manner in which such amounts will
be determined;
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(o)
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whether the offered debt securities will be
issuable in registered or bearer form or both, any restrictions applicable
to the offer, sale or delivery of any offered debt securities issuable in
bearer form and whether, and, if so, the terms upon which, any offered
debt securities in bearer form will be exchangeable for offered debt
securities in registered form;
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(p)
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whether such offered debt securities are to
be issued in whole or in part in the form of one or more global securities
and, if so, the method of transferring beneficial interests in such global
security or global securities;
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(q)
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whether the offered debt securities of any
series shall be issued upon original issuance in whole or in part in the
form of one or more book-entry securities;
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(r)
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the application, if any, of certain
provisions of the applicable indenture relating to defeasance and
discharge, and certain conditions thereto;
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4
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(s)
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with respect to the offered debt securities
of the series, any deletions from, modifications of or additions to the
events of default or any covenants, whether or not such events of default
or covenants are consistent with the events of default or covenants set
forth in the applicable indenture;
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(t)
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any U.S. Federal income tax consequences
applicable to the offered debt securities;
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(u)
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in the case of the subordinated indenture,
any provisions regarding subordination; and
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(v)
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additional terms not inconsistent with the
provisions of the applicable indenture.
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Debt securities of a series
may be issued in registered form or bearer form or both as specified in the
terms of the series, may be issued in whole or in part in the form of one or
more global securities and may be issued as book-entry securities that will be
deposited with, or on behalf of, The Depository Trust Company, or another
depositary named by the Company and identified in a prospectus supplement with
respect to such series. The prospectus supplement will specify whether the
offered debt securities will be registered, bearer, global or book-entry form.
So long as the depositary for
a global security or its nominee is the registered owner of such global
security, such depositary or such nominee, as the case may be, will be
considered the sole owner or holder of the debt securities represented by such
global security for all purposes. Except in certain circumstances, owners of
beneficial interests in a global security will not be entitled to have any of
the individual debt securities represented by such global security registered in
their names, will not receive or be entitled to receive physical delivery of any
such debt securities in definitive form and will not be considered the owners or
holders thereof.
Unless the prospectus
supplement relating thereto specifies otherwise, debt securities denominated in
U.S. dollars will be issued only in denominations of $1,000 or any integral
multiple thereof, and bearer securities denominated in U.S. dollars will be
issued only in denominations of $5,000. The prospectus supplement relating to a
series of debt securities denominated in a foreign or composite currency will
specify the denomination thereof.
At the option of the holder
and subject to the terms of the applicable indenture, bearer securities (with
all unmatured coupons, except as provided below, and all matured coupons in
default) of any series will be exchangeable into an equal aggregate principal
amount of registered securities or, in the case of global bearer securities,
registered securities or bearer securities of the same series (with the same
interest rate and maturity date). Bearer securities surrendered in exchange for
registered securities between the record date and the relevant date for payment
of interest will be surrendered without the coupon relating to such date for
payment of interest and interest accrued as of such date will not be payable in
respect of the registered security issued in exchange for such bearer security,
but will be payable only to the holder of such coupon when due in accordance
with the terms of the applicable indenture. Registered securities of any series
will be exchangeable into an equal aggregate principal amount of registered
securities of the same series (with the same interest rate and maturity date) of
different authorized denominations. Registered securities may not be exchanged
for bearer securities.
A book-entry security may not
be registered for transfer or exchange (other than as a whole by the depository
to a nominee or by such nominee to such depository) unless:
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(a)
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the depository or
such nominee notifies us that it is unwilling or unable to continue as
depository,
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(b)
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the depository ceases
to be qualified as required by the applicable indenture,
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(c)
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we instruct the
trustee in accordance with the applicable indenture that such book-entry
securities shall be so registrable and exchangeable,
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(d)
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there shall have
occurred and be continuing an event of default or an event which after
notice or lapse of time would be an event of default with respect to the
debt securities evidenced by such book-entry securities or
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(e)
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there shall exist
such other circumstances, if any, as may be specified in the applicable
prospectus supplement.
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Each holder agrees to
indemnify the Company and the trustee against any liability that may result from
the holders transfer, exchange or assignment of a security in violation of any
provision of the applicable indenture and/or
applicable United States Federal or state securities law. The trustee shall have
no obligation or duty to monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under the applicable indenture or under
applicable law with respect to any transfer of a security (including any
transfers between or among depositary participants or beneficial owners of
interests in any global security) other than to require delivery of such
certificates and other documentation or evidence as the applicable indenture
expressly requires.
5
No service charge will be made
for any transfer or exchange of the debt securities, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Unless we indicate otherwise
in the prospectus supplement, principal (and premium, if any) will be payable
and registered securities will be transferable at the corporate trust office of
the trustee or such other paying agent as we may appoint from time to time, as
specified in the applicable prospectus supplement. Unless other arrangements are
made, we will pay interest, if any, by checks mailed to the holders of
registered securities at their registered addresses. We will make payment with
respect to debt securities represented by a global security registered in the
name of a depository or its nominee to the depository or its nominee, as the
case may be, as the registered owner of the global security. To the extent set
forth in the prospectus supplement relating thereto, any bearer securities and
the coupons appertaining thereto will be payable against surrender thereof,
subject to any applicable laws and regulations, at the offices of such paying
agencies outside the United States as we may appoint from time to time.
One or more series of the debt
securities may be issued as discounted debt securities (bearing no interest or
interest at a rate which at the time of issuance is below market rates) to be
sold at a substantial discount below their stated principal amount. U.S. Federal
income tax consequences and other special considerations applicable to any such
discounted debt securities will be described in the prospectus supplement
relating thereto.
Under the indentures, we will
have the ability to issue debt securities with terms different from those of
debt securities previously issued.
Certain Covenants
Restrictions on Secured
Debt
If the Company or any
Restricted Subsidiary shall incur or guarantee any evidence of indebtedness for
money borrowed (Debt) secured by a mortgage, pledge or lien (Mortgage) on
any Principal Property of the Company or any Restricted Subsidiary, or on any
share of stock or Debt of any Restricted Subsidiary, the Company will secure or
cause such Restricted Subsidiary to secure all series of debt securities equally
and ratably with (or, at the Companys option, prior to) such secured Debt,
unless the aggregate amount of all such secured Debt, together with all
Attributable Debt with respect to sale and leaseback transactions involving
Principal Properties (with the exception of such transactions which are excluded
as described in Restrictions on Sales and Leasebacks below), would not exceed
10% of Consolidated Net Assets.
The above restriction will not
apply to, and there will be excluded from secured Debt in any computation under
such restrictions, Debt secured by:
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(a)
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Mortgages on property
of, or on any shares of stock or Debt of, any corporation existing at the
time such corporation becomes a Restricted Subsidiary,
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(b)
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Mortgages in favor of
the Company or a Restricted Subsidiary,
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(c)
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Mortgages in favor of
governmental bodies to secure progress, advance or other
payments,
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(d)
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Mortgages on
property, shares of stock or Debt existing at the time of acquisition
thereof, including acquisition through merger or consolidation, and
purchase money and construction Mortgages which are entered into within
specified time limits,
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(e)
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Mortgages securing
certain federal tax-exempt obligations issued by a state or local
government entity to finance the acquisition or construction of
property,
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(f)
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mechanics and similar
liens arising in the ordinary course of business in respect of obligations
not due or being contested in good faith,
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6
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(g)
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Mortgages arising
from deposits with or the giving of any form of security to any
governmental authority required as a condition in the transaction of
business or exercise of any privilege, franchise or license,
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(h)
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Mortgages for taxes,
assessments or governmental charges or levies which are not then due or,
if delinquent, are being contested in good faith,
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(i)
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Mortgages, including
judgment liens, arising from legal proceedings being contested in good
faith, and
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(j)
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any extension,
renewal or refunding of any Mortgage referred to in the foregoing clauses
(a) through (i) inclusive.
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Restrictions on Sales
and Leasebacks
Neither the Company nor any
Restricted Subsidiary may enter into any sale and leaseback transaction
involving any Principal Property, unless the aggregate amount of all
Attributable Debt with respect to such transactions plus all Debt secured by
Mortgages on Principal Properties (with the exception of secured Debt which is
excluded as described in Restrictions on Secured Debt above) would not exceed
10% of Consolidated Net Assets.
This restriction will not
apply to, and there shall be excluded from Attributable Debt in any computation
under such restriction, any sale and leaseback transaction if:
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(a)
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the lease
is for a period, including renewal rights, of not in excess of five
years,
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(b)
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the sale
and leaseback of the Principal Property is entered into prior to, at the
time of, or within 180 days after the later of its acquisition or
completion of its construction,
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(c)
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the lease
secures or relates to certain federal tax-exempt obligations issued by a
state or local government entity to finance the acquisition or
construction of property,
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(d)
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the
transaction is between the Company and a Restricted Subsidiary or between
Restricted Subsidiaries or
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(e)
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the Company
or such Restricted Subsidiary, within 180 days after the sale is
completed, applies to the retirement of debt securities or Funded Debt of
the Company or a Restricted Subsidiary ranking on parity with or senior to
the debt securities, or to the purchase of other property which will
constitute Principal Property of a value at least equal to the value of
the Principal Property leased, an amount not less than the greater
of:
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(1)
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the net proceeds of
the sale of the Principal Property leased or
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(2)
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the fair market value
of the Principal Property leased.
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In lieu of applying proceeds
to the retirement of Funded Debt, debentures or notes (including the debt
securities) of the Company or a Restricted Subsidiary may be surrendered to the
applicable trustee for cancellation at a value equal to the principal amount
thereof or the Company or a Restricted Subsidiary may credit the principal
amount of Funded Debt voluntarily retired within 180 days after such sale.
Unless otherwise indicated in
a prospectus supplement, the covenants contained in the indentures and the debt
securities would not necessarily afford holders of the debt securities
protection in the event of a highly leveraged or other transaction involving the
Company that may adversely affect holders of debt securities.
Certain Definitions
Attributable Debt means, as
to any particular lease under which any Person is at the time liable and at any
date as of which the amount thereof is to be determined, the total net amount of
rent required to be paid by such Person under such lease during the remaining
primary term thereof, discounted from the respective due dates thereof to such
date at the actual percentage rate inherent in such arrangements as determined
in good faith by the Company. The net amount of rent required to be paid under
any such lease for any such period shall be the aggregate amount of the amount
payable by the lessee with respect to such period after excluding amounts
required to be paid on account of maintenance and repairs, insurance, taxes,
assessments, water rates and similar charges. In the case of any lease which is terminable by the lessee upon the payment
of a penalty, such net amount shall also include the amount of such penalty, but
no rent shall be considered as required to be paid under such lease subsequent
to the first date upon which it may be terminated.
7
Consolidated Net Assets
means total assets after deducting therefrom all current liabilities as set
forth on the most recent balance sheet of the Company and its consolidated
subsidiaries and computed in accordance with generally accepted accounting
principles.
Funded Debt means (a) all
indebtedness for money borrowed having a maturity of more than 12 months from
the date as of which the determination is made or having a maturity of 12 months
or less but by its terms being renewable or extendable beyond 12 months from
such date at the option of the borrower and (b) rental obligations payable more
than 12 months from such date under leases which are capitalized in accordance
with generally accepted accounting principles (such rental obligations to be
included as Funded Debt at the amount so capitalized).
Person means any individual,
corporation, partnership, joint venture, association, joint-stock company,
trust, unincorporated organization or government or any agency or political
subdivision thereof.
Principal Property means any
manufacturing or processing plant or warehouse owned at the date hereof or
hereafter acquired by the Company or any Restricted Subsidiary of the Company
which is located within the United States of America and the gross book value
(including related land and improvements thereon and all machinery and equipment
included therein without deduction of any depreciation reserves) of which on the
date as of which the determination is being made exceeds 2% of Consolidated Net
Assets other than (a) any property which in the opinion of the board of
directors is not of material importance to the total business conducted by the
Company as an entirety or (b) any portion of a particular property which is
similarly found not to be of material importance to the use or operation of such
property.
Restricted Subsidiary means
a subsidiary of the Company (a) substantially all the property of which is
located, or substantially all the business of which is carried on, within the
United States of America and (b) which owns a Principal Property, but does not
include a subsidiary of the Company engaged primarily in the development and
sale or financing of real property.
Merger and Consolidation
The Company will not merge or
sell, convey, transfer or lease all or substantially all of its assets unless
the successor Person is the Company or another Person that assumes the Companys
obligations on the debt securities and under the
indentures
and, after giving
effect to such transaction, the Company or the successor Person would not be in
default under the indentures.
Events of Default
The indentures define events
of default with respect to the debt securities of any series as being one of
the following events:
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(a)
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default in the
payment of any installment of interest on that series for 30 days after
becoming due;
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(b)
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default in the
payment of principal (or premium, if any) on that series when
due;
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(c)
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default in the
deposit of any sinking fund payment when due;
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(d)
|
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default in the
performance of any other covenant with respect to the debt securities of
that series or in the indenture (other than a covenant included in the
indenture solely for the benefit of any series of debt securities other
than that series) continued for 90 days after notice;
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(e)
|
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certain events of
bankruptcy, insolvency or reorganization; and
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(f)
|
|
any other event of
default provided with respect to debt securities of that
series.
|
The indentures contain no
events of default or other provisions which specifically afford holders of the
debt securities protection in the event of a highly leveraged transaction.
8
If an event of default shall
occur and be continuing with respect to the debt securities of any series,
either the trustee or the holders of at least 25% in principal amount of the
debt securities of that series then outstanding may declare the principal (or
such portion thereof as may be specified in the prospectus supplement relating
to such series) of the debt securities of such series and the accrued interest
thereon, if any, to be due and payable. Each indenture provides that the trustee
shall, within 90 days after the occurrence of a default known to a responsible
officer of the trustee, give the holders of debt securities notice of all
uncured defaults known to it (the term default to mean the events specified
above without grace periods); provided that, except in the case of default in
the payment of principal of or interest on any debt security, the trustee shall
be protected in withholding such notice if it in good faith determines the
withholding of such notice is in the interest of the holders of debt securities.
At any time after such declaration of acceleration has been made, but before a
judgment or decree for payment of the money due has been obtained by the
trustee, the holders of a majority in principal amount of the debt securities of
that series then outstanding, by written notice to the Company and the trustee,
may, in certain circumstances, rescind and annul such declaration.
With respect to each
indenture, the Company will furnish to the trustee annually a statement by
certain officers of the Company to the effect that to the best of their
knowledge the Company is not in default in the fulfillment of any of its
obligations under the indenture or, if there has been a default in the
fulfillment of any such obligation, specifying each such default. In addition,
so long as any of the debt securities are outstanding, the Company shall, within
five business days of the chief financial officer, the treasurer or the
controller of the Company obtaining actual knowledge of a default or event of
default with respect to the debt securities, deliver to the trustee an Officers
Certificate specifying such default or event of default.
The holders of a majority in
principal amount of the outstanding debt securities of any series will have the
right, subject to certain limitations, to direct the time, method and place of
conducting any proceeding for any remedy available to the trustee or exercising
any trust or power conferred on the trustee with respect to the debt securities
of such series, and to waive certain defaults with respect thereto. Each
indenture will provide that in case an event of default shall occur and be
continuing, the trustee shall exercise such of its rights and powers under such
indenture, and use the same degree of care and skill in its exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs. Subject to such provisions, the trustee will be under no obligation
to exercise any of its rights or powers under such indenture at the request of
any of the holders of debt securities unless they first shall have offered to
the trustee security or indemnity against the costs, expenses and liabilities
which might be incurred by it in compliance with such request.
Modification of the
Indenture and Waiver
Each indenture provides that
the Company and the trustee may enter into supplemental indentures with respect
to such indenture without the consent of the holders of the debt securities
governed by such indenture to:
|
(a)
|
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evidence the
assumption by a successor corporation of the obligations of the
Company,
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(b)
|
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add covenants for the
protection of the holders of debt securities,
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(c)
|
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add any additional
events of default,
|
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(d)
|
|
change or eliminate
any provision of the applicable indenture, provided such change or
elimination shall become effective only when there is no debt security of
any series outstanding prior to the supplemental indenture with benefits
from such provision,
|
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|
(e)
|
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cure any ambiguity,
to correct or supplement any provision in the applicable indenture which
may be defective or inconsistent with any other provision in the
applicable indenture; or to make any other provisions with respect to
matters or questions arising under the applicable indenture, provided that
such action does not adversely affect the interests of the holders in any
material respect,
|
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(f)
|
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establish the form or
terms of debt securities of any series,
|
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(g)
|
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conform the text of
the applicable indenture or any debt security issued thereunder to any
provision in this Description of Debt Securities or in the corresponding
section of any prospectus supplement to the extent such provision in this
Description of Debt Securities or in the corresponding section of any
prospectus supplement was intended to be a verbatim recitation of a
provision in the applicable indenture or such security, as set forth in an
Officers Certificate,
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9
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(h)
|
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secure the debt
securities and related coupons, if any, and
|
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(i)
|
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evidence the
acceptance of appointment by a successor
trustee.
|
With respect to each
indenture, with certain exceptions, the indenture may be modified or amended
with the consent of the holders of not less than a majority in principal amount
of the outstanding debt securities of each series governed by such indenture
that is affected by the modification; provided, however, that no such
modification or amendment may be made, without the consent of the holder of each
debt security affected, which would, among other things,
|
(a)
|
|
reduce the principal
amount of or the interest on any debt security, change the stated maturity
of the principal of, or any installment of interest on, any debt security
or the other terms of payment thereof,
|
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(b)
|
|
reduce the
above-stated percentage of debt securities, the consent of the holders of
which is required to modify or amend the indenture, or the percentage of
debt securities of any series, the consent of the holders of which is
required to waive certain past defaults,
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(c)
|
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change any obligation
of the Company to maintain an office or agency in the places and for the
purposes specified in Section 10.02 of the indenture,
|
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(d)
|
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modify any of the
provisions referred to in clauses (a), (b) and (c) above or clauses (a)
and (b) below, except to increase the percentages referred to below or to
provide that certain other provisions of the indenture cannot be modified
or waived without the consent of the holder of each outstanding debt
security affected thereby, or
|
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(e)
|
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in case of the
subordinated indenture, modify the provisions with respect to the
subordination of outstanding subordinated debt securities in a manner
materially adverse to the holders of outstanding subordinated debt
securities of a series without the consent of 75% in aggregate principal
amount of such securities.
|
With respect to each
indenture, the holders of at least a majority in principal amount of the debt
securities of each series outstanding may, on behalf of the holders of all the
debt securities of that series, waive, insofar as that series is concerned, (a)
compliance by the Company with certain restrictive provisions of the indenture
and (b) any past default under the indenture, except a default (1) in the
payment of principal of (and premium, if any) or any interest on any debt
security of such series and (2) in respect of a covenant, or provision of the
indenture which cannot be modified or amended without the consent of the holder
of each debt security of such series outstanding affected; provided that in the
case of the subordinated indenture, the waiver of provisions with respect to the
subordination of the outstanding subordinated debt securities in a manner
materially adverse to the holders of outstanding subordinated debt securities of
a series requires the consent of the holders of at least 75% in aggregate
principal amount of such series.
Defeasance and Discharge
Each indenture provides that
with respect to such indenture the Company may specify that, with respect to the
debt securities of a certain series, it will be discharged from any and all
obligations in respect of such debt securities (except for certain obligations
to register the transfer or exchange of debt securities, to replace stolen, lost
or mutilated debt securities, to maintain paying agencies and hold monies for
payment in trust and, if so specified with respect to the debt securities of a
certain series, to pay the principal of (and premium, if any) and interest, if
any, on such specified debt securities) upon the deposit with the trustee, in
trust, of money and/or U.S. government obligations which through the payment of
interest and principal thereof in accordance with their terms will provide money
in an amount sufficient to pay any installment of principal (and premium, if
any) and interest, if any, on and any mandatory sinking fund payments in respect
of such debt securities on the stated maturity of such payments in accordance
with the terms of the indenture and such debt securities. If so specified with
respect to the debt securities of a series, such a trust may only be established
if establishment of the trust would not cause the debt securities of any such
series listed on any nationally recognized securities exchange to be de-listed
as a result thereof. Also, if so specified with respect to a series of debt
securities, such establishment of such a trust may be conditioned on the delivery by the Company to the trustee of an
opinion of counsel (who may be counsel to the Company) to the effect that, based
upon applicable U.S. Federal income tax law or a ruling published by the United
States Internal Revenue Service, such a defeasance and discharge will not be
deemed, or result in, a taxable event with respect to holders of such debt
securities. The designation of such provisions, U.S. Federal income tax
consequences and other considerations applicable thereto will be described in
the prospectus supplement relating thereto.
10
Subordination Under
Subordinated Indenture
In the subordinated indenture,
we have agreed, and holders of subordinated debt securities will be deemed to
have agreed, that any subordinated debt securities are subordinate and junior in
right of payment to all senior debt to the extent provided in the subordinated
indenture.
Upon any payment or
distribution of assets to creditors upon any liquidation or dissolution,
assignment for the benefit of creditors, marshaling of assets or any bankruptcy,
reorganization, insolvency, receivership, arrangement, adjustment, composition,
or similar proceeding in connection with our insolvency or bankruptcy, the
holders of senior debt will first be entitled to receive payment in full of all
principal and any interest, penalties, fees, indemnifications, reimbursements,
damages and other liabilities payable (including interest after the commencement
or any bankruptcy proceeding at the rate specified in the applicable senior
debt), on the senior debt before the holders of subordinated debt securities
will be entitled to receive or retain any payment of the principal of, premium,
if any, or interest, if any, on the subordinated debt securities.
We will not make any payments
of principal and any interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable, on the subordinated debt
securities if:
●
|
a default in any payment
on designate senior debt then exists, or
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●
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an event of default on any series of designated
senior debt resulting in the acceleration of its maturity then
exists.
|
When we use the term
designated senior debt we mean, indebtedness, whether incurred on, prior to,
or after, the date of the subordinated indenture, outstanding under a senior
credit agreement or any other indebtedness for money borrowed that is issued as
a replacement or refinancing of such debt facilities; and any other senior debt
the principal amount of which is $25.0 million or more and that has been
designated by the Company to the trustee as designated senior debt.
When we use the term senior
debt we mean:
●
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every obligation of, or
any obligation guaranteed by the Company for money borrowed or purchased,
including without limitation the designated senior debt,
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●
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indebtedness of, or
guaranteed by, the Company evidenced by bonds, debentures, notes or other
similar instruments, or
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●
|
every obligation of, or
guaranteed by, the Company associated with derivative products,
|
in each case unless the
instrument creating or evidencing that debt or pursuant to which that debt is
outstanding states that those obligations are not superior in right of payment
to the subordinated debt securities or to other debt which ranks equally with,
or junior to, the subordinated debt securities.
However, senior debt will not
include:
●
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any liability for
taxes,
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●
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any intercompany
indebtedness of our company, any of our subsidiaries or any our or their
affiliates,
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●
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any trade payables,
or
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●
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any debt of our company
which, when incurred and without regard to any election under Section
1111(b) of Title 11 of the United States Code, was without recourse to our
company.
|
The subordinated indenture
provides that we may change the subordination provisions relating to any
particular issue of subordinated debt securities prior to issuance. We will
describe any change in the prospectus supplement relating to the subordinated
debt securities.
11
Governing Law
The indentures will be
governed by and construed in accordance with the laws of the State of New York.
Concerning the Trustee
We have appointed Wells Fargo
Bank, National Association as the trustee under each of the indentures and as
initial security registrar with regard to the debt securities.
We may remove the trustee with
or without cause if we so notify the trustee six months in advance and if no
event of default occurs during the six-month period.
PLAN OF DISTRIBUTION
We may sell the debt
securities described in this prospectus from time to time in one or more
transactions:
●
|
to purchasers
directly;
|
|
|
●
|
to underwriters for
public offering and sale by them;
|
|
|
●
|
through agents;
|
|
|
●
|
through
dealers; or
|
|
|
●
|
through a combination of
any of the foregoing methods of
sale.
|
We may sell the debt
securities directly to institutional investors or others who may be deemed to be
underwriters within the meaning of the Securities Act, with respect to any
resale of the debt securities. A prospectus supplement will describe the terms
of any sale of debt securities we are offering hereunder. Direct sales may be
arranged by a securities broker-dealer or other financial intermediary.
The applicable prospectus
supplement will name any underwriter involved in a sale of debt securities.
Underwriters may offer and sell debt securities at a fixed price or prices,
which may be changed, or from time to time at market prices or at negotiated
prices. Underwriters may be deemed to have received compensation from us from
sales of debt securities in the form of underwriting discounts or commissions
and may also receive commissions from purchasers of debt securities for whom
they may act as agent. Underwriters may be involved in any at the market
offering of debt securities by us or on our behalf.
Underwriters may sell debt
securities to or through dealers, and such dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters and/or
commissions (which may be changed from time to time) from the purchasers for
whom they may act as agent.
The applicable prospectus
supplement will set forth whether or not underwriters may over-allot or effect
transactions that stabilize, maintain or otherwise affect the market price of
the debt securities at levels above those that might otherwise prevail in the
open market, including, for example, by entering stabilizing bids, effecting
syndicate covering transactions or imposing penalty bids.
We will name any agent
involved in a sale of debt securities, as well as any commissions payable by us
to such agent, in the applicable prospectus supplement. Unless otherwise
specified in the applicable prospectus supplement, any such agent will be acting
on a reasonable efforts basis for the period of its appointment.
If we utilize a dealer in the
sale of the debt securities being offered pursuant to this prospectus, we will
sell the 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.
Underwriters, dealers and
agents participating in a sale of the debt securities may be deemed to be
underwriters as defined in the Securities Act, and any discounts and commissions
received by them and any profit realized by them on resale of the debt
securities may be deemed to be underwriting discounts and commissions under the
Securities Act. We may have agreements with underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act, and to reimburse them for certain expenses.
12
Underwriters or agents and
their affiliates may be customers of, engage in transactions with or perform
services for us or our affiliates in the ordinary course of business.
LEGAL OPINIONS
Unless otherwise disclosed in
the prospectus supplement, the validity of the debt securities offered hereby
will be passed upon for us by Mark Migliaccio, our Chief Counsel Securities
and Corporate Finance, as to
certain matters of
New Jersey law, and by Weil Gotshal & Manges
LLP, New York, New York, as to New York law. Mr. Migliaccio beneficially owns or
has rights to acquire an aggregate of less than 1% of the outstanding shares of
our common stock.
EXPERTS
The financial statements and
managements assessment of the effectiveness of internal control over financial
reporting (which is included in Managements Report on Internal Control over
Financial Reporting) incorporated in this prospectus by reference to the Annual
Report on Form 10-K for the fiscal year ended July 31, 2016, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP, an
independent registered public accounting firm, given on the authority of said
firm as experts in auditing and accounting.
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 hereby,
other than underwriting discounts and commissions, are as follows. All of such
expenses will be borne by the registrant.
|
Amount to be
Paid
|
SEC
registration fee
|
$
|
*
|
Accounting fees and expenses
|
|
**
|
Legal fees and expenses
|
|
**
|
Printing and engraving costs
|
|
**
|
Fees
and expenses of trustee
|
|
**
|
Rating agencies fees
|
|
**
|
Miscellaneous
|
|
**
|
TOTAL
|
$
|
**
|
____________________
*
|
|
Omitted because the
registration fee is being deferred pursuant to Rule 456(b).
|
|
**
|
|
Not presently
known.
|
Item 15. Indemnification of
Directors and Officers
Section 14A:3-5 of the New
Jersey Business Corporation Act sets forth the extent to which officers and
directors of the registrant may be indemnified against any liabilities which
they may incur in their capacity as such. The registrants By-Laws provide for
the indemnification of directors and officers of the registrant against
liabilities arising by reason of being a director or officer of the registrant,
including liabilities arising under the Securities Act of 1933, as amended (the
Securities Act).
The directors and officers of
the registrant and its subsidiaries are insured (subject to certain exceptions
and deductions) against liabilities which they may incur in their capacity as
such, including liabilities under the Securities Act, under liability insurance
policies carried by the registrant.
Item 16. Exhibits
The exhibits filed with this
Registration Statement are listed in the Exhibit Index beginning on page E-1,
which is incorporated herein by reference.
Item 17. Undertakings
|
(a)
|
|
The
undersigned registrant hereby undertakes:
|
|
|
|
|
|
(1)
|
|
To file,
during any period in which offers or sales are being made of securities
registered hereby, 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 Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the Calculation of Registration Fee table in
the effective registration statement;
|
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|
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|
|
|
|
(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;
|
14
provided,
however
, that paragraphs (i),
(ii) and (iii) above do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Securities and Exchange Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this registration statement,
or is contained in a form of prospectus filed pursuant to Rule 424(b) that is
part of 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 herein, 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.
|
|
|
|
|
|
(4)
|
|
That, for
the purpose of determining liability under the Securities Act of 1933 to
any purchaser:
|
|
|
|
|
|
|
|
(i)
|
|
Each prospectus filed
by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of
the registration statement as of the date the filed prospectus was deemed
part of and included in the registration statement; and
|
|
|
|
|
|
|
|
(ii)
|
|
Each prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part
of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose
of providing the information required by Section 10(a) of the Securities
Act of 1933 shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is first
used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in
Rule 430B, for liability purposes of the issuer and any person that is at
that date an underwriter, such date shall be deemed to be a new effective
date of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the offering
of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
Provided, however
, that no statement made in a registration
statement or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to
such effective date, supersede or modify any statement that was made in
the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective
date.
|
|
|
|
|
|
(5)
|
|
That, for
the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities, the undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such
purchaser:
|
|
|
|
|
|
|
|
(1)
|
|
Any preliminary prospectus or
prospectus of the undersigned registrant relating to the offering required
to be filed pursuant to Rule 424;
|
|
|
|
|
|
|
|
(2)
|
|
Any free writing prospectus
relating to the offering prepared by or on behalf of the undersigned
registrant or used or referred to by the undersigned
registrant;
|
|
|
|
|
|
|
|
(3)
|
|
The portion of any other free
writing prospectus relating to the offering containing material
information about the undersigned registrant or its securities provided by
or on behalf of the undersigned registrant; and
|
|
|
|
|
|
|
|
(4)
|
|
Any other communication that
is an offer in the offering made by the undersigned registrant to the
purchaser.
|
|
|
|
(b)
|
|
That, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrants annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plans annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial
bona fide
offering
thereof.
|
15
|
(c)
|
|
Insofar as
indemnification for liabilities arising under the Securities Act of 1933
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
|
|
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|
|
|
(d)
|
|
To file an
application for the purpose of determining the eligibility of the trustee
to act under subsection (a) of Section 310 of the Trust Indenture Act in
accordance with the rules and regulations prescribed by the Commission
under Section 305(b)(2) of the Trust Indenture
Act.
|
16
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Camden,
State of New Jersey, on
July 10
, 2017.
|
CAMPBELL SOUP COMPANY
|
|
|
|
|
|
By:
|
|
/s/ Anthony P.
DiSilvestro
|
|
|
|
Name:
|
Anthony P.
DiSilvestro
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
Chief Financial Officer (Principal Financial
Officer)
|
Pursuant to the requirements
of the Securities Act of 1933, as amended, this registration statement has been
signed below by the following persons in the capacities and on the dates
indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
President, Chief Executive Officer and
|
|
|
*
|
|
Director
|
|
July 10
, 2017
|
Denise M. Morrison
|
|
|
|
|
|
*
|
|
Director
|
|
July 10
, 2017
|
Fabiola Arredondo
|
|
|
|
|
|
*
|
|
Director
|
|
July 10
, 2017
|
Bennett Dorrance
|
|
|
|
|
|
*
|
|
Director
|
|
July 10
, 2017
|
Randall W. Larrimore
|
|
|
|
|
|
*
|
|
Director
|
|
July 10
, 2017
|
Marc
B. Lautenbach
|
|
|
|
|
|
*
|
|
Director
|
|
July 10
, 2017
|
Mary
Alice D. Malone
|
|
|
|
|
|
*
|
|
Director
|
|
July 10
, 2017
|
Sara
Mathew
|
|
|
|
|
|
*
|
|
Director
|
|
July 10
, 2017
|
Keith R. McLoughlin
|
|
|
|
|
|
*
|
|
Director
|
|
July 10
, 2017
|
Charles R. Perrin
|
|
|
|
|
|
*
|
|
Director
|
|
July 10
, 2017
|
Nick
Shreiber
|
|
|
|
|
|
*
|
|
Director
|
|
July 10
, 2017
|
Tracey T. Travis
|
|
|
|
|
|
*
|
|
Director
|
|
July 10
, 2017
|
Archbold D. van Beuren
|
|
|
|
|
|
*
|
|
Chairman and Director
|
|
July 10
, 2017
|
Les
C. Vinney
|
|
|
|
|
17
|
|
Senior Vice President
|
|
|
|
|
Chief Financial Officer
|
|
|
/s/ Anthony P.
DiSilvestro
|
|
(Principal Financial Officer)
|
|
July 10
, 2017
|
Anthony P. DiSilvestro
|
|
|
|
|
|
|
|
Vice
President Controller (Principal
|
|
|
/s/ Stanley Polomski
|
|
Accounting Officer)
|
|
July 10
, 2017
|
Stanley Polomski
|
|
|
|
|
*By:
|
|
/s/ Adam G. Ciongoli
|
|
|
Name:
|
|
Adam
G. Ciongoli
|
|
|
Title:
|
|
Senior Vice President and
|
|
|
|
|
General Counsel,
|
|
|
|
|
as
Attorney-in-fact
|
|
|
|
|
(pursuant to powers
of
attorney)
|
18
EXHIBIT INDEX
1*
|
|
|
Form
of Underwriting Agreement.
|
|
|
|
|
2
|
|
|
Securities Purchase
Agreement, dated July 6, 2017, by and among Campbell Investment Company, Pacific Foods of Oregon, Inc. and the other parties
named therein is incorporated herein by reference to the registrants Form 8-K filed with the SEC on July 6, 2017.
|
|
|
|
|
4.1
|
|
|
Indenture between the registrant and Wells Fargo Bank,
National Association, as trustee, dated March 19, 2015, is incorporated
herein by reference to the registrants Form 8-K filed with the SEC on
March 19, 2015.
|
|
|
|
|
4.2
|
|
|
Form
of Subordinated Indenture to be entered into between the registrant and
Wells Fargo Bank, National Association.
|
|
|
|
|
4.3*
|
|
|
Form
of Senior Debt Security.
|
|
|
|
|
4.4*
|
|
|
Form
of Subordinated Debt Security.
|
|
|
|
|
5.1
|
|
|
Opinion and consent of Mark Migliaccio, Chief Counsel
Securities and Corporate Finance of the registrant.
|
|
|
|
|
5.2
|
|
|
Opinion and consent of Weil, Gotshal & Manges
LLP.
|
|
|
|
|
12
|
|
|
Computation of Ratio of Earnings to Fixed
Charges.
|
|
|
|
|
23.1
|
|
|
Consent of PricewaterhouseCoopers LLP.
|
|
|
|
|
23.2
|
|
|
Consent of Mark Migliaccio, included in Exhibit
5.1.
|
|
|
|
|
23.3
|
|
|
Consent of Weil, Gotshal & Manges LLP, included in
Exhibit 5.2.
|
|
|
|
|
24
|
|
|
Powers of Attorney.
|
|
|
|
|
25.1
|
|
|
Form
of T-1 Statement of Eligibility of Wells Fargo Bank, National Association,
to act as trustee under the Senior Indenture.
|
|
|
|
|
25.2
|
|
|
Form
of T-1 Statement of Eligibility of Wells Fargo Bank, National Association,
to act as trustee under the Subordinated
Indenture.
|
*
|
|
To be filed by an
amendment or as an exhibit to a document filed under the Securities
Exchange Act of 1934, as amended and incorporated by reference
herein.
|
E-1
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