(Address, including zip code, and telephone
number, including area code, of Registrant’s principal executive offices)
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
If the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
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. o
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. x
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. o
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.
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. ☐
USE OF PROCEEDS
Unless otherwise specified
in the applicable prospectus supplement or other offering material, we will use the net proceeds from the sale of the securities
for general corporate purposes.
DESCRIPTION OF THE SECURITIES
WE MAY OFFER
We may issue from time to time,
in one or more offerings, the following securities:
| ● | debt
securities, and |
| | |
| ● | shares
of common stock. |
This prospectus contains a
summary of the material general terms of the various securities that we may offer. The specific terms of the securities will be
described in a prospectus supplement and other offering material, which may be in addition to or different from the general terms
summarized in this prospectus. We may issue debt securities that are convertible into common stock that may be sold under this
prospectus. Where applicable, the prospectus supplement and other offering material will also describe any material United States
federal income tax considerations relating to the securities offered and indicate whether the securities offered are or will be
listed on any securities exchange. The summaries contained in this prospectus and in any prospectus supplement or other offering
material may not contain all of the information that you would find useful. Accordingly, you should read the actual documents
relating to any securities sold pursuant to this prospectus. You should read “Where You Can Find Additional Information”
and “Incorporation of Certain Documents by Reference” to find out how you can obtain a copy of those documents.
DEBT SECURITIES
This section describes the
general terms and provisions of the debt securities. The applicable prospectus supplement will describe the specific terms of
the debt securities offered through that prospectus supplement and any general terms outlined in this section that will not apply
to those debt securities. The debt securities will be issued under an indenture, dated as of November 17, 2000, as amended
on July 29, 2011, between us and The Bank of New York Mellon Trust Company, N.A., as successor trustee. As used in this prospectus,
“debt securities” means the debentures, notes, bonds and other evidence of indebtedness that we issue and the trustee
authenticates and delivers under the indenture.
We have summarized the general
terms and provisions of the indenture in this section. This summary, however, does not describe every aspect of the indenture.
We have filed the indenture with the SEC. You should read the indenture for additional information before you buy any debt securities.
The summary that follows includes references to section numbers of the indenture so that you can more easily locate these provisions.
General
The debt securities will be
our direct, senior, unsecured obligations. The indenture does not limit the amount of debt securities that we may issue and permits
us to issue debt securities from time to time. Debt securities issued under the indenture will be issued as part of a series that
has been established by us under the indenture. (Section 301) Unless a prospectus supplement relating to debt securities
states otherwise, the indenture and the terms of the debt securities will not contain any covenants designed to afford Holders
(as defined below) of any debt securities protection in a highly leveraged or other transaction involving us that may adversely
affect Holders of the debt securities. If we ever issue bearer securities we will summarize provisions of the indenture that relate
to bearer securities in the applicable prospectus supplement.
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A prospectus supplement relating to a series of
debt securities being offered will include specific terms relating to the offering. (Section 301) These terms will include
some or all of the following:
| ● | the
title and type of the debt securities; |
| | |
| ● | any
limit on the total principal amount of the debt securities; |
| | |
| ● | the
price at which the debt securities will be issued; |
| | |
| ● | the
maturity date of the debt securities; |
| | |
| ● | the
date or dates on which the principal of and premium, if any, on the debt securities will
be payable; |
| | |
| ● | if
the debt securities will bear interest: |
| | |
| ● | the
interest rate on the debt securities; |
| ● | the
date from which interest will accrue; |
| ● | the
record and interest payment dates for the debt securities; |
| ● | the
interest payment dates; and |
| ● | any
circumstances under which we may defer interest payments; |
| | |
| ● | any
optional redemption provisions that would permit us or the Holders of debt securities
to elect redemption of the debt securities before their final maturity; |
| | |
| ● | any
sinking fund provisions that would obligate us to redeem the debt securities before their
final maturity; |
| | |
| ● | the
currency or currencies in which the debt securities will be denominated and payable,
if other than U.S. dollars; |
| | |
| ● | any
provisions that would permit us or the Holders of the debt securities to elect the currency
or currencies in which the debt securities are paid; |
| | |
| ● | whether
the provisions described under the heading “Defeasance” below apply to the
debt securities; |
| | |
| ● | any
changes to or additional events of default or covenants; |
| | |
| ● | whether
the debt securities will be issued in whole or in part in the form of temporary or permanent
global securities and, if so, the depositary for those global securities (a “global
security” means a debt security that we issue in accordance with the indenture
to represent all or part of a series of debt securities); |
| | |
| ● | any
special tax implications of the debt securities; and |
| | |
| ● | any
other terms of the debt securities. |
A “Holder,” with respect to a registered
security, means the person in whose name the debt security is registered in the security register. (Section 101)
Our company, without the consent
of Holders of any debt securities, may issue additional debt securities with terms different from those of debt securities previously
issued, and it may reopen a previous series of debt securities and issue additional debt securities of that series.
Payment; Exchange; Transfer
We will designate a place of
payment where you can receive payment of the principal of and any premium and interest on the debt securities or transfer the
debt securities. Even though we will designate a place of payment, we may elect to pay any interest on the debt securities by
mailing a check to the person listed as the owner of the debt securities in the security register or by wire transfer to an account
designated by that person in writing not less than ten days before the date of the interest payment. (Sections 307, 1002) There
will be no service charge for any registration of transfer or exchange of the debt securities, but we may require you to pay any
tax or other governmental charge payable in connection with a transfer or exchange of the debt securities. (Section 305)
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Denominations
Unless the prospectus supplement
states otherwise, the debt securities will be issued only in registered form, without coupons, in denominations of $1,000 each
or multiples of $1,000.
Original Issue Discount
Debt securities may be issued
under the indenture as original issue discount securities and sold at a substantial discount below their stated principal amount.
If a debt security is an “original issue discount security,” that means that an amount less than the principal amount
of the debt security will be due and payable upon a declaration of acceleration of the maturity of the debt security under the
indenture. (Section 101) The applicable prospectus supplement will describe the federal income tax consequences and other
special factors which should be considered before purchasing any original issue discount securities.
Classification of Restricted and Unrestricted
Subsidiaries
The indenture contains several
restrictive covenants that apply to us and all of our Restricted Subsidiaries (defined below). Those covenants do not apply to
our Unrestricted Subsidiaries (defined below). For example, the assets and indebtedness of Unrestricted Subsidiaries and investments
by us or our Restricted Subsidiaries in Unrestricted Subsidiaries are not included in the calculations described under the heading
“—Restrictions on Secured Funded Debt” below. The indenture does not require us to maintain any Restricted Subsidiaries
and, if we do not, the indenture will not provide any limitations on the amount of secured debt created or incurred by our Subsidiaries
(defined below).
A “Subsidiary”
is any corporation of which we own more than 50% of the outstanding shares of Voting Stock, except for directors’ qualifying
shares, directly or through one or more of our other Subsidiaries. “Voting Stock” means stock that is entitled in
the ordinary course (i.e., not only as a result of the happening of a contingency) to vote in an election for directors.
A “Restricted Subsidiary”
means any of our Subsidiaries which has substantially all of its property in the United States, which owns or is a lessee of any
Principal Property and in which our investment and the investment of our Subsidiaries exceeds 1% of our Consolidated Net Tangible
Assets as of the date of the determination, other than Unrestricted Subsidiaries. Additionally, this definition includes any other
Subsidiary designated by our board of directors as a Restricted Subsidiary. (Section 101). A “Wholly-owned Restricted
Subsidiary” is a Restricted Subsidiary of which we own all of the outstanding capital stock directly or through our other
Wholly-owned Restricted Subsidiaries.
Our “Unrestricted Subsidiaries”
are:
| ● | 3M
Financial Management Company; |
| | |
| ● | other
Subsidiaries (whose primary business is in finance operations in connection with leasing
and conditional sales transactions on behalf of 3M and its Subsidiaries) acquired or
formed by us after the date of the indenture; and |
| | |
| ● | any
other Subsidiary if a majority of its Voting Stock is owned directly or indirectly by
one or more Unrestricted Subsidiaries. |
Our board of directors can at any time change
a Subsidiary’s designation from an Unrestricted Subsidiary to a Restricted Subsidiary if:
| ● | the
majority of that Subsidiary’s Voting Stock is not owned by an Unrestricted Subsidiary,
and |
| | |
| ● | after
the change of designation, we would be in compliance with the restrictions contained
in the Secured Funded Debt covenant described under the heading “—Restrictions
on Secured Funded Debt” below. (Sections 101, 1010(a)) |
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Restrictions on Secured Funded Debt
The indenture limits the amount
of Secured Funded Debt (defined below) that we and our Restricted Subsidiaries may incur or otherwise create (including by guarantee).
Neither we nor our Restricted Subsidiaries may incur or otherwise create any new Secured Funded Debt unless immediately after
this incurrence or creation:
| ● | the
aggregate principal amount of all of our outstanding Secured Funded Debt and that of
our Restricted Subsidiaries, other than the several categories of Secured Funded Debt
discussed below, plus |
| | |
| ● | the
aggregate amount of our Attributable Debt (defined below) and that of our Restricted
Subsidiaries relating to sale and lease-back transactions, |
| | |
| ● | does
not exceed 15% of our Consolidated Net Tangible Assets (defined below). |
This limitation does not apply if the outstanding
debt securities are secured equally and ratably with or prior to the new Secured Funded Debt. (Sections 1008(a), 1008(c))
“Secured Funded Debt”
means Funded Debt which is secured by a mortgage, lien or other similar encumbrance upon any of our assets or those of our Restricted
Subsidiaries. (Section 101)
“Funded Debt” means:
| ● | Indebtedness
maturing, or which we may extend or renew to mature, more than 12 months after the
time the amount of Funded Debt is computed, plus |
| | |
| ● | guarantees
of Indebtedness (defined below) of the type described in the preceding bullet point,
or of dividends, except guarantees in connection with the sale or discount of accounts
receivable, trade acceptances and other paper arising in the ordinary course of business,
plus |
| | |
| ● | Funded
Debt secured by a mortgage, lien or similar encumbrance on our assets or those of our
Restricted Subsidiaries, whether or not this Funded Debt is assumed by us or one of our
Restricted Subsidiaries, plus |
| | |
| ● | in
the case of a Subsidiary, all preferred stock of that Subsidiary. |
Funded Debt does not include any amount
relating to obligations under leases, or guarantees of leases, whether or not those obligations would be included as liabilities
on our consolidated balance sheet. (Section 101)
“Indebtedness”
means, except as set forth in the next sentence:
| ● | all
items of indebtedness or liability, except capital and surplus, which under accounting
principles generally accepted in the United States of America would be included in total
liabilities on the liability side of a balance sheet as of the date that indebtedness
is being determined; |
| | |
| ● | indebtedness
secured by a mortgage, lien or other similar encumbrance on property owned subject to
that mortgage, lien or other similar encumbrance, regardless of whether the indebtedness
secured by that mortgage, lien or other similar encumbrance was assumed; and |
| | |
| ● | guarantees,
endorsements, other than for purposes of collection, and other contingent obligations
relating to, or to purchase or otherwise acquire, indebtedness of others, unless the
amount of the guarantees, endorsements or other contingent obligations is included in
the preceding two bullet points. |
Indebtedness does not include any obligations
or guarantees of obligations relating to lease rentals, even if these obligations or guarantees of obligations would be included
as liabilities on our consolidated balance sheet. (Section 101)
“Attributable Debt”
means:
| ● | the
balance sheet liability amount of capital leases as determined by accounting principles
generally accepted in the United States of America, plus |
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| ● | the
amount of future minimum operating lease payments required to be disclosed by accounting
principles generally accepted in the United States of America, less any amounts required
to be paid on account of maintenance and repairs, insurance, taxes, assessments, water
rates and similar charges, discounted using the interest rate implicit in the lease to
calculate the present value of operating lease payments. |
The amount of Attributable Debt relating to an
operating lease that can be terminated by the lessee with the payment of a penalty will be calculated based on the lesser of:
| ● | the
aggregate amount of lease payments required to be made until the first date the lease
can be terminated by the lessee plus the amount of the penalty, or |
| | |
| ● | the
aggregate amount of lease payments required to be made during the remaining term of the
lease. (Section 101) |
“Consolidated Net Tangible
Assets” means the total consolidated amount of our assets and those of our Subsidiaries, minus applicable reserves and other
properly deductible items and after excluding any investments made in Unrestricted Subsidiaries or in corporations while they
were Unrestricted Subsidiaries but which are not Subsidiaries at the time of the calculation, minus
| ● | all
liabilities and liability items, including leases, or guarantees of leases, which under
accounting principles generally accepted in the United States of America would be included
in the balance sheet, except Funded Debt, capital stock and surplus, surplus reserves
and deferred income taxes, and |
| | |
| ● | goodwill,
trade names, trademarks, patents, unamortized debt discount and expense and other similar
intangibles. (Section 101) |
The following categories of
Secured Funded Debt will not be considered in determining whether we are in compliance with the covenant described in the first
paragraph under the heading “Restrictions on Secured Funded Debt”:
| ● | Secured
Funded Debt of a Restricted Subsidiary owing to us or to one of our Wholly-owned Restricted
Subsidiaries; |
| | |
| ● | Secured
Funded Debt resulting from a mortgage, lien or other similar encumbrance in favor of
the U.S. Government or any State or any instrumentality thereof to secure partial,
progress, advance or other payments; |
| | |
| ● | Secured
Funded Debt resulting from a mortgage, lien or other similar encumbrance on property,
shares of stock or Indebtedness of any company existing at the time that this company
becomes one of our Subsidiaries; |
| | |
| ● | Secured
Funded Debt resulting from a mortgage, lien or other similar encumbrance on property,
shares of stock or Indebtedness which: |
| | |
| ● | exists
at the time that the property, shares of stock or Indebtedness is acquired by us or one
of our Restricted Subsidiaries, including acquisitions by merger or consolidation, |
| ● | secures
the payment of any part of the purchase price of or construction cost for the property,
shares of stock or Indebtedness, or |
| ● | secures
any indebtedness incurred prior to, at the time of, or within 120 days after, the
acquisition of the property, shares of stock or Indebtedness or the completion of any
construction of the property for the purpose of financing all or a part of the purchase
price or construction cost of the property, shares of stock or Indebtedness, |
| | |
provided that, in all cases, we continue
to comply with the covenant relating to mergers and consolidations discussed under the heading “—Consolidation, Merger
or Sale” below;
| ● | Secured
Funded Debt secured by a mortgage, lien or other similar encumbrance in connection with
the issuance of revenue bonds on which the interest is exempt from federal income tax
pursuant to the Internal Revenue Code of 1986; and |
| | |
| ● | any
extension, renewal or refunding of: |
| | |
| ● | any
Secured Funded Debt permitted under the first paragraph under the heading “Restrictions
on Secured Funded Debt,” |
| ● | any
Secured Funded Debt outstanding at the end of our fiscal year immediately preceding the
execution date of the indenture of any then Restricted Subsidiary, or |
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| ● | any
Secured Funded Debt of any company outstanding at the time this company became a Restricted
Subsidiary, provided that the mortgage, liens or other similar encumbrance securing such
extension, renewal or refunding is limited to the same secured property (plus improvements
thereon) that secured the Secured Funded Debt so extended, renewed or refunded immediately
prior thereto. (Section 1008(b)) |
Restrictions on Sale and Lease-Back Transactions
The indenture provides that
neither we nor any of our Restricted Subsidiaries may enter into any sale and lease-back transaction involving any Principal Property,
as defined below, more than 120 days after its acquisition or the completion of its construction and commencement of its
full operation, unless either:
| ● | we
or any of our Restricted Subsidiaries could (1) create Secured Funded Debt on the
property equal to the Attributable Debt with respect to the sale and lease-back transaction
and (2) still be in compliance with the restrictions on Secured Funded Debt (see
“—Restrictions on Secured Funded Debt” above), or |
| | |
| ● | we
apply an amount, subject to credits for some voluntary retirements of debt securities
and/or Funded Debt as specified in the indenture, equal to the greater of (1) the
fair value of the property or (2) the net proceeds of the sale, within 120 days,
to the retirement of Secured Funded Debt. |
This restriction will not apply to any sale and
lease-back transaction:
| ● | between
us and one of our Restricted Subsidiaries, |
| | |
| ● | between
any of our Restricted Subsidiaries, or |
| | |
| ● | involving
a lease for a period, including renewals, of three years or less. (Section 1009) |
“Principal Property” means any building
or other facility located in the United States, together with the land upon which it is erected and its fixtures that is owned
or leased by us or one of our Subsidiaries, that is used primarily for manufacturing or processing and has a gross book value,
before deduction of any depreciation reserves, greater than 1% of our Consolidated Net Tangible Assets, other than:
| ● | a building
or facility that is financed by obligations issued by a state or local government under
several sections of the Internal Revenue Code of 1986, or |
| | |
| ● | a building
or facility that in the opinion of our board of directors is not of material importance
to the total business conducted by us and our Subsidiaries considered together. (Section 101) |
Consolidation, Merger or Sale
The indenture generally permits
a consolidation or merger between us and another corporation. It also permits the sale or transfer by us of all or substantially
all of our property and assets and the purchase by us of all or substantially all of the property and assets of another corporation.
These transactions are permitted if:
| ● | the
resulting or acquiring corporation, if other than us, assumes all of our responsibilities
and liabilities under the indenture, including the payment of all amounts due on the
debt securities and performance of the covenants in the indenture, |
| | |
| ● | immediately
after the transaction, no event of default, and no event that, after notice or lapse
of time or both, would become an event of default, exists, and |
| | |
| ● | except
in the case of a consolidation or merger of a Restricted Subsidiary with and into us,
either (1) we have obtained the consent of the Holders of a majority in aggregate
principal amount of the outstanding debt securities of each series or (2) immediately
after the transaction, the resulting or acquiring corporation could incur additional
Secured Funded Debt and still be in compliance with the restrictions on Secured Funded
Debt (see “—Restrictions on Secured Funded Debt” above). (Section 801) |
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Even though the indenture contains
the provisions described above, we are not required by the indenture to comply with those provisions if we sell all of our property
and assets to another corporation if, immediately after the sale:
| ● | that
corporation is one of our Wholly-owned Restricted Subsidiaries, and |
| | |
| ● | we
could incur additional Secured Funded Debt and still be in compliance with the restrictions
on Secured Funded Debt (see “—Restrictions on Secured Funded Debt”
above). (Section 803) |
If we consolidate or merge
with or into any other corporation or sell all or substantially all of our assets according to the terms and conditions of the
indenture, the resulting or acquiring corporation will be substituted for us in the indenture with the same effect as if it had
been an original party to the indenture. As a result, this successor corporation may exercise our rights and powers under the
indenture, in our name or in its own name and we will be released from all our liabilities and obligations under the indenture
and under the debt securities. (Section 802)
Modification and Waiver
Under the indenture, we and
the trustee can modify or amend the indenture with the consent of the Holders of a majority in aggregate principal amount of the
outstanding debt securities of each series of debt securities affected by the modification or amendment. However, we may not,
without the consent of the Holder of each debt security affected:
| ● | change
the stated maturity date of any payment of principal or interest, |
| | |
| ● | reduce
the principal amount thereof or the interest thereon or any premium payable upon redemption
or repayment thereof, |
| | |
| ● | change
our obligation, if any, to pay additional amounts, |
| | |
| ● | reduce
payments due on the original issue discount securities, |
| | |
| ● | change
the place of payment or currency in which any payment on the debt securities is payable, |
| | |
| ● | limit
a Holder’s right to sue us for the enforcement of payments due on the debt securities, |
| | |
| ● | reduce
the percentage of outstanding debt securities required to consent to a modification or
amendment of the indenture, |
| | |
| ● | limit
a Holder’s right, if any, to repayment of debt securities at this Holder’s
option, or |
| | |
| ● | modify
any of the foregoing requirements or reduce the percentage of outstanding debt securities
required to waive compliance with several provisions of the indenture or to waive defaults
under the indenture. (Section 902) |
Under the indenture, the Holders
of a majority in aggregate principal amount of the outstanding debt securities of any series of debt securities may, on behalf
of all Holders of that series:
| ● | waive
compliance by us with several restrictive covenants of the indenture, such as corporate
existence and maintenance of properties, and |
| | |
| ● | waive
any past default under the indenture, except: |
| | |
| ● | a default
in the payment of the principal of or any premium or interest on any debt securities
of that series, or |
| ● | a default
under any provision of the indenture which itself cannot be modified or amended without
the consent of the Holders of each outstanding debt security of that series. (Sections 1012,
513) |
Notwithstanding the foregoing,
under the indenture, we and the trustee can modify or amend the indenture without the consent of any Holders in certain circumstances,
including:
| ● | to
evidence the succession of another corporation to the Company’s obligations under
the indenture; |
| | |
| ● | to
add to the covenants of the Company; |
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| ● | to
add any additional events of default; |
| | |
| ● | to
add to, change or eliminate any of the provisions of the indenture to provide for the
issuance of bearer securities, to change or eliminate any restrictions on certain terms
of registered securities or bearer securities, or to permit or facilitate the issuance
of debt securities in uncertificated form, provided any such action shall not adversely
affect the interests of the Holders of any series in any material respect; |
| | |
| ● | to
change or eliminate any of the provisions of the indenture, provided that any such change
or elimination shall become effective only when there is no debt security outstanding
of any series created prior to the execution of such supplemental indenture which is
entitled to the benefit of such provisions, or shall not apply to any debt security outstanding; |
| | |
| ● | to
establish the form or terms of debt securities of any series as permitted under the indenture; |
| | |
| ● | to
secure the debt securities; |
| | |
| ● | to
evidence and provide for the acceptance of appointment under the indenture by a successor
trustee; |
| | |
| ● | to
cure any ambiguity, defect or inconsistency in the indenture, or to make any other provisions
with respect to matters or questions arising under the indenture, provided such other
provisions shall not adversely affect the interests of the Holders of debt securities
of any series in any material respect; or |
| | |
| ● | to
add or to change or eliminate any provision of the indenture as shall be necessary or
desirable in accordance with any amendments to the Trust Indenture Act, provided such
action shall not adversely affect the interest of Holders of debt securities of any series
in any material respect. (Section 901) |
Events of Default
An event of default with respect
to any series of debt securities will occur under the indenture if:
| ● | we
fail to pay interest on any debt security of that series for 30 days after the payment
is due, |
| | |
| ● | we
fail to pay the principal of or any premium on any debt security of that series when
due, |
| | |
| ● | we
fail to deposit any sinking fund payment when due on debt securities of that series, |
| | |
| ● | we
fail to perform any other covenant in the indenture that applies to debt securities of
that series for 90 days after we have received written notice of the failure to
perform in the manner specified in the indenture, |
| | |
| ● | we
default under any Indebtedness for borrowed money, including other series of debt securities,
or under any mortgage, lien or other similar encumbrance, indenture or instrument, including
the indenture, which secures any Indebtedness for borrowed money, and which results in
acceleration of the maturity of an outstanding principal amount of Indebtedness greater
than $200 million, unless this acceleration is rescinded (or the Indebtedness is
discharged) within 10 days after we have received written notice of the default
in the manner specified in the indenture, |
| | |
| ● | commencement
of voluntary or involuntary bankruptcy, insolvency or reorganization, or |
| | |
| ● | any
other event of default that may be specified for the debt securities of that series when
that series is created occurs. (Section 501) |
If an event of default for any series of debt
securities occurs and continues, the trustee or the Holders of at least 25% in aggregate principal amount of the outstanding debt
securities of the series may declare the entire principal of all the debt securities of that series to be due and payable immediately.
If such a declaration occurs, the Holders of a majority of the aggregate principal amount of the outstanding debt securities of
that series can, subject to the specific payment conditions set forth in the indenture, rescind the declaration. (Section 502)
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The prospectus supplement relating
to each series of debt securities which are original issue discount securities will describe the particular provisions that relate
to the acceleration of maturity of a portion of the principal amount of that series when an event of default occurs and continues.
An event of default for a particular
series of debt securities does not necessarily constitute an event of default for any other series of debt securities issued under
the indenture. The indenture requires us to file a certificate with the trustee each year that states the nature of the default
if any default exists under the terms of the indenture. (Section 1011) The trustee must transmit notice to the Holders of
debt securities of any default, except that no such notice to Holders shall be given until at least 30 days after the occurrence
of a default in the performance, or breach, of any covenant or warranty of the Company in the indenture, and continuance of such
default or breach for a period of 90 days after there has been given to the Company by the trustee, or to the Company and
the trustee by Holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, written
notice of such default or breach. (Section 602)
Other than its duties in the
case of a default, a trustee is not obligated to exercise any of its rights or powers under the indenture at the request, order
or direction of any Holders, unless the Holders offer the trustee reasonable indemnification. (Sections 601, 603) If reasonable
indemnification is provided, then, subject to other rights of the trustee provided in the indenture, the Holders of a majority
in principal amount of the outstanding debt securities of any series may, with respect to the debt securities of that series,
direct the time, method and place of:
| ● | conducting
any proceeding for any remedy available to the trustee, or |
| | |
| ● | exercising
any trust or power conferred upon the trustee. (Sections 512, 603) |
The Holder of a debt security
of any series will have the right to begin any proceeding with respect to the indenture or for any remedy only if:
| ● | the
Holder has previously given the trustee written notice of a continuing event of default
with respect to that series, |
| | |
| ● | the
Holders of at least 25% in aggregate principal amount of the outstanding debt securities
of that series have made a written request of, and offered reasonable indemnification
to, the trustee to begin the proceeding, |
| | |
| ● | the
trustee has not started the proceeding within 60 days after receiving the request,
and |
| | |
| ● | the
trustee has not received directions inconsistent with the request from the Holders of
a majority in aggregate principal amount of the outstanding debt securities of that series
during those 60 days. (Section 507) |
However, the Holder of any debt security will
have an absolute right to receive payment of principal of and any premium and interest on the debt security when due and to institute
suit to enforce this payment. (Section 508)
Defeasance
Defeasance and Discharge.
At the time that we establish a series of debt securities under the indenture, we can provide that the debt securities
of that series are subject to the defeasance and discharge provisions of the indenture. If we so provide, we will be discharged
from our obligations on the debt securities of that series if we deposit with the trustee, in trust, sufficient money or Government
Obligations, as defined below, to pay the principal, interest, any premium and any other sums due on the debt securities of that
series, such as sinking fund payments, on the dates these payments are due under the indenture and the terms of the debt securities.
(Section 403) As used above, “Government Obligations” mean:
| ● | securities
of the same government which issued the currency in which the series of debt securities
are denominated and/or in which interest is payable, or |
| | |
| ● | securities
of government agencies backed by the full faith and credit of the government. (Section 101) |
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In the event that we deposit
funds in trust and discharge our obligations under a series of debt securities as described above, then:
| ● | the
indenture will no longer apply to the debt securities of that series, except for the
obligations to compensate, reimburse and indemnify the trustee, to register the transfer
and exchange of debt securities, to replace lost, stolen or mutilated debt securities
and to maintain paying agencies and the trust funds; and |
| | |
| ● | Holders
of debt securities of that series can only look to the trust fund for payment of principal,
any premium and interest on the debt securities of that series. (Section 403) |
Under federal income tax law,
that deposit and discharge may be treated as an exchange of the related debt securities for an interest in the trust mentioned
above. Each holder might be required to recognize gain or loss equal to the difference between:
| ● | the
holder’s cost or other tax basis for the debt securities, and |
| | |
| ● | the
value of the holder’s interest in the trust. |
Holders might be required to include in income
a share of the income, gain or loss of the trust, including gain or loss recognized in connection with any substitution of collateral,
as described in this section under the heading “—Substitution of Collateral” below.
You are urged to consult your own tax advisers
as to the specific consequences of such a deposit and discharge, including the applicability and effect of tax laws other than
federal income tax law.
Defeasance of Covenants
and Events of Default. At the time that we establish a series of debt securities under the indenture, we can provide that
the debt securities of that series are subject to the covenant defeasance provisions of the indenture. If we so provide and we
make the deposit described in this section under the heading “—Defeasance and Discharge” above:
| ● | we
will not have to comply with the following restrictive covenants contained in the indenture:
Consolidation, Merger or Sale or Lease of Property as Entirety (Sections 801, 803,
804); Restrictions on Secured Debt (Section 1008); Maintenance of Properties (Section 1005);
Payment of Taxes and Other Claims (Section 1007); Restrictions on Sale and Lease-Back
Transactions (Section 1009); Classification of Restricted and Unrestricted Subsidiaries
(Section 1010); and any other covenant we designate when we establish the series
of debt securities; and |
| | |
| ● | we
will not have to treat the events described in the fourth bullet point under the heading
“—Events of Default” as they relate to the covenants listed above that
have been defeased and no longer are in effect and the events described in the fifth,
sixth and seventh bullet points under the heading “—Events of Default”
as events of default under the indenture in connection with that series. |
In the event of a defeasance, our obligations
under the indenture and the debt securities, other than with respect to the covenants and the events of default specifically referred
to above, will remain in effect. (Section 1501)
If we exercise our option not
to comply with the covenants listed above and the debt securities of that series become immediately due and payable because an
event of default has occurred, other than as a result of an event of default specifically referred to above, the amount of money
and/or Government Obligations on deposit with the trustee will be sufficient to pay the principal, interest, any premium and any
other sums due on the debt securities of that series, such as sinking fund payments, on the date the payments are due under the
indenture and the terms of the debt securities, but may not be sufficient to pay amounts due at the time of acceleration. However,
we would remain liable for the balance of the payments. (Section 1501)
Substitution of Collateral.
At the time that we establish a series of debt securities under the indenture, we can provide for our ability to, at any
time, withdraw any money or Government Obligations deposited pursuant to the defeasance provisions described above if we simultaneously
substitute other money and/or Government Obligations which would satisfy our payment obligations on the debt securities of that
series pursuant to the defeasance provisions applicable to those debt securities. (Section 402)
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CAPITAL STOCK
General
The following description of
our capital stock is subject to and qualified in its entirety by our certificate of incorporation and amended and restated bylaws
(“bylaws”), which are incorporated by reference in a registration statement of which this prospectus forms a part,
and by the provisions of applicable Delaware law. Under our certificate of incorporation, we are authorized to issue up to 3,000,000,000
shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock without par value.
Voting Rights
Each holder of our common stock
is entitled to one vote per share on all matters to be voted upon by the stockholders.
Dividends
Subject to preferences that
may be applicable to any outstanding preferred stock, the holders of our common stock are entitled to receive ratably such dividends,
if any, as may be declared from time to time by the board of directors out of funds legally available for that purpose.
Rights Upon Liquidation
In the event of our liquidation,
dissolution or winding up, the holders of our common stock are entitled to share ratably in all assets remaining after payment
of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.
Preemptive or Conversion Rights
The holders of our common stock
have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable
to the common stock.
Preferred Stock
The board of directors has
the authority, without action by the stockholders, to designate and issue preferred stock in one or more series and to designate
the rights, preferences and privileges of each series, which may be greater than the rights of the common stock. It is not possible
to state the actual effect of the issuance of any shares of preferred stock upon the rights of holders of the common stock until
the board of directors determines the specific rights of the holders of such preferred stock. However, the effects might include,
among other things:
| ● | restricting
dividends on the common stock, |
| | |
| ● | diluting
the voting power of the common stock, |
| | |
| ● | impairing
the liquidation rights of the common stock, or |
| | |
| ● | delaying
or preventing a change in control of us without further action by the stockholders. |
No shares of preferred stock
are outstanding, and we have no present plans to issue any shares of preferred stock.
Anti-Takeover Effects of Our Certificate of
Incorporation and Bylaws and Delaware Law
Some provisions of Delaware law and our certificate
of incorporation and bylaws, summarized below, are expected to discourage coercive takeover practices and inadequate takeover
bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board.
We believe that these provisions give our board the flexibility to exercise its fiduciary duties in a manner consistent with the
interests of our shareholders.
| ● | STOCKHOLDER
MEETINGS. Under our bylaws, the board of directors or the chairman of the board, the
chief executive officer or the secretary (with the concurrence of a majority of the board)
may call special meetings of stockholders; in addition, record holders of 25% or more
of the total 3M shares entitled to vote on the matter or matters to be brought before
a special meeting may also cause the meeting to be held, but, if the Company’s
board of directors determines in good faith that the business specified in the stockholders’
request will be included in an upcoming annual meeting of stockholders within 90 days
after the request, the special meeting will not be held. |
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| ● | REQUIREMENTS
FOR ADVANCE NOTIFICATION OF STOCKHOLDER NOMINATIONS AND PROPOSALS. Our bylaws establish
advance notice procedures with respect to stockholder proposals and the nomination of
candidates for election as directors, other than nominations made by or at the direction
of the board of directors or a committee of the board of directors. |
| | |
| ● | DELAWARE
LAW. We are subject to Section 203 of the Delaware General Corporation Law. In general,
Section 203 prohibits a publicly-held Delaware corporation from engaging in a “business
combination” with an “interested stockholder” for a period of three
years following the date the person became an interested stockholder, unless the “business
combination” or the transaction in which the person became an interested stockholder
is approved in a prescribed manner. Generally, a “business combination” includes
a merger, asset or stock sale, or other transaction resulting in a financial benefit
to the interested stockholder. Generally, an “interested stockholder” is
a person who, together with affiliates and associates, owns or within three years prior
to the determination of interested stockholder status, did own, 15% or more of a corporation’s
voting stock. The existence of this provision may have an anti-takeover effect with respect
to transactions not approved in advance by the board of directors, including discouraging
attempts that might result in a premium over the market price for the shares of common
stock held by stockholders. |
| | |
| ● | ELIMINATION
OF STOCKHOLDER ACTION BY WRITTEN CONSENT. Our certificate of incorporation eliminates
the right of stockholders to act by written consent without a meeting. |
| | |
| ● | ELIMINATION
OF CUMULATIVE VOTING. Our certificate of incorporation and bylaws do not provide for
cumulative voting in the election of directors. |
| | |
| ● | UNDESIGNATED
PREFERRED STOCK. The authorization of undesignated preferred stock makes it possible
for the board of directors to issue preferred stock with voting or other rights or preferences
that could impede the success of any attempt to change control of us. These and other
provisions may have the effect of deferring hostile takeovers or delaying changes in
control or management of us. |