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, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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 Securities Act. ☐
DESCRIPTION OF DEBT SECURITIES
The following is a general description of the debt securities that we may offer from time to time. We will issue the debt securities under an
indenture dated February 8, 2001, as amended, between us and The Bank of New York Mellon, as trustee. A copy of the indenture is filed as or incorporated by reference as an exhibit to the registration statement of which this prospectus is a
part. We may issue debt securities from time to time in one or more series. We will describe in a prospectus supplement the particular terms of each series, or of debt securities forming a part of a series, which are offered by that prospectus
supplement. If any information in the prospectus supplement differs from the general terms described below, you should rely on the information in the prospectus supplement with respect to the particular debt securities being offered.
The following description of the debt securities summarizes certain of the material provisions of the indenture and the debt securities. This
summary is not intended to be a full restatement of all the terms of the debt securities. We urge you to read the indenture and, with respect to any particular debt securities, the indenture supplement related to such debt securities which will be
described in the applicable prospectus supplement or supplements, because they, and not this description, will define your rights as a holder of the debt securities.
The numerical references in parentheses below are to sections of the indenture. Unless otherwise indicated, terms used in the following
summary that are defined in the indenture have the meanings used in the indenture.
We conduct substantially all our business through
subsidiaries. Although the debt securities are our senior obligations, they are effectively subordinated to all existing and future liabilities of our subsidiaries. The indenture does not restrict the ability of our subsidiaries to incur
indebtedness. Because we are a holding company, our ability to service our indebtedness is dependent on dividends and other payments made to us on our investments in our subsidiaries.
General
The indenture provides that we
may issue debt securities in separate series from time to time without limitation as to aggregate principal amount. We may specify a maximum aggregate principal amount for the debt securities of any series. (Section 301) The debt securities will be
our unsecured obligations and will rank on parity with all of our other unsecured and unsubordinated indebtedness.
We will set forth in
the applicable prospectus supplement or supplements the price or prices at which the debt securities we will offer will be issued. We will also describe the following terms of such debt securities:
|
|
|
the title of the debt securities;
|
|
|
|
any limit on the aggregate principal amount of the debt securities or the series of which they are a part;
|
|
|
|
the date or dates on which the principal of any of the debt securities will be payable;
|
|
|
|
the person to whom any interest on any of the debt securities of the series will be payable, if other than the
person in whose name that debt security is registered at the close of business on the regular record date for such interest;
|
5
|
|
|
the rate or rates at which any of the debt securities will bear interest, if any, the date or dates from which
any interest will accrue, the interest payment dates on which any interest will be payable and the regular record date for any such interest payable on any interest payment date;
|
|
|
|
the place or places where the principal of and any premium and interest on any of the debt securities will be
payable;
|
|
|
|
the period or periods within which, the price or prices at which and the terms and conditions on which we may
redeem any of the debt securities in whole or in part, at our option;
|
|
|
|
our obligation, if any, to redeem or purchase any of the debt securities pursuant to any sinking fund or
analogous provision or at the option of the holder thereof, and the period or periods within which, the price or prices at which and the terms and conditions on which we will redeem or purchase any of the debt securities in whole or in part,
pursuant to any such obligation;
|
|
|
|
the denominations in which any of the debt securities will be issuable, if other than denominations of $1,000 and
any integral multiple of $1,000;
|
|
|
|
if other than the currency of the United States of America, (a) the currency, currencies or currency units
in which the principal of or any premium or interest on any of the debt securities will be payable, and (b) the manner in which the equivalent of the principal amount thereof in the currency of the United States of America will be determined
for any purpose, including for the purpose of determining the principal amount deemed to be outstanding at any time;
|
|
|
|
if other than the entire principal amount of the debt securities, the portion of the principal amount of any of
the debt securities which will be payable upon declaration of acceleration of the maturity thereof;
|
|
|
|
if the principal amount payable at the stated maturity of any of the debt securities will not be determinable as
of any one or more dates prior to the stated maturity, the amount which will be deemed to be the principal amount as of any such date for any purpose, including the principal amount thereof which will be due and payable upon any maturity other than
the stated maturity or which will be deemed to be outstanding as of any such date, or, in any such case, the manner in which the deemed principal amount is to be determined;
|
|
|
|
if applicable, that the debt securities, in whole or any specified part, are defeasible pursuant to certain
provisions of the indenture and, if other than by a board resolution, the manner in which any election by the Company to defease such securities shall be evidenced;
|
|
|
|
whether any of the debt securities will be issuable in whole or in part in the form of one or more global
securities and, if so, the respective depositaries for the global securities and the form of any legend or legends any such global security will bear in addition to or in lieu of the legend referred to in the indenture;
|
|
|
|
if different from those described in the indenture, any circumstances under which any global security may be
exchanged in whole or in part for debt securities registered, and any transfer of a global security in whole or in part may be registered, in the names of persons other than the depositary for such global security or its nominee;
|
|
|
|
any addition to or change in the events of default applicable to any of the debt securities and any change in the
right of the trustee or the holders to declare the principal amount of any of the debt securities due and payable;
|
|
|
|
any addition to or change in the covenants in the indenture applicable to any of the debt securities; and
|
|
|
|
any other terms of the debt securities not inconsistent with the provisions of the indenture. (Section 301)
|
6
We may sell debt securities, including original issue discount securities, at a substantial
discount below their principal amount. We may describe in the applicable prospectus supplement or supplements certain special United States federal income tax considerations, if any, applicable to debt securities sold at an original issue discount.
In addition, we may describe in the applicable prospectus supplement or supplements certain special United States federal income tax or other considerations, if any, applicable to any debt securities which are denominated in a currency or currency
unit other than United States dollars.
Form, Exchange and Transfer
We will issue the debt securities of each series only in fully registered form, without coupons, and, unless otherwise specified in the
applicable prospectus supplement or supplements, only in denominations of $1,000 and integral multiples thereof. (Section 302)
At
the option of the holder, subject to the terms of the indenture and the limitations applicable to global securities, debt securities of each series will be exchangeable for other debt securities of the same series of any authorized denomination and
of a like tenor and aggregate principal amount. (Section 305)
Subject to the terms of the indenture and the limitations applicable
to global securities, holders may present debt securities for exchange as provided above or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed, at the office of the security registrar or at the
office of any transfer agent we designate for such purpose. Holders will not incur any service charge for any registration of transfer or exchange of debt securities. We may require, however, payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with such registration. Such transfer or exchange will occur at such time as the security registrar or such transfer agent, as the case may be, is satisfied with the documents of title and identity of the
person making the request. We have appointed the trustee as security registrar. We will name in the applicable prospectus supplement or supplements any transfer agent, in addition to the security registrar, we initially designate for any debt
securities. (Section 305) We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to
maintain a transfer agent in each place of payment for the debt securities of each series. (Section 1002)
If the debt securities of
any series, or of any series and specified terms, are to be redeemed in part, we will not be required to:
|
|
|
issue, register the transfer of or exchange any security of that series, or of that series and specified terms,
as the case may be, during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any such security that may be selected for redemption and ending at the close of business on the day of such
mailing; or
|
|
|
|
register the transfer of or exchange any security so selected for redemption, in whole or in part, except the
unredeemed portion of any such security being redeemed in part. (Section 305)
|
Global Securities
Some or all of the debt securities of any series may be represented, in whole or in part, by one or more global securities which will have an
aggregate principal amount equal to that of the debt securities represented thereby. Each global security (a) will be registered in the name of a depositary or a nominee of such depositary identified in the applicable prospectus supplement or
supplements, (b) will be deposited with such depositary or nominee or a custodian, and (c) will bear a legend regarding the restrictions on exchanges and registration of transfer of such security referred to below and any such other
matters as may be provided for pursuant to the indenture.
7
Notwithstanding any provision of the indenture or any security described here, no global security
may be exchanged in whole or in part for debt securities registered, and no transfer of a global security in whole or in part may be registered, in the name of any person other than the depositary for such global security or any nominee of such
depositary unless:
|
|
|
the depositary has notified us that it is unwilling or unable to continue as depositary for such global security
or has ceased to be qualified to act as a depositary as required by the indenture;
|
|
|
|
there has occurred and is continuing an event of default with respect to the debt securities represented by such
global security; or
|
|
|
|
there exist such circumstances, if any, in addition to or in lieu of those described above as may be described in
the applicable prospectus supplement.
|
All securities issued in exchange for a global security or any portion thereof
will be registered in such names as the depositary may direct. (Sections 204 and 305)
As long as the depositary, or its nominee, is the
registered holder of a global security, we will consider the depositary or such nominee, as the case may be, to be the sole owner and holder of such global security and the debt securities represented thereby for all purposes under the debt
securities and the indenture. Except in the limited circumstances referred to above, owners of beneficial interests in a global security will not:
|
|
|
be entitled to have such global security or any debt securities represented thereby registered in their names;
|
|
|
|
receive or be entitled to receive physical delivery of certificated debt securities in exchange therefor; or
|
|
|
|
be considered to be the owners or holders of such global security or any debt securities represented thereby for
any purpose under the debt securities or the indenture.
|
We will make all payments of principal of and any premium and
interest on a global security to the depositary or its nominee, as the case may be, as the holder of such security. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive
form. These laws may impair the ability to transfer beneficial interests in a global security.
Ownership of beneficial interests in a
global security will be limited to institutions that have accounts with the depositary or its nominee, and to persons that may hold beneficial interests through these institutions. These institutions are called participants. In connection with the
issuance of any global security, the depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of debt securities represented by the global security to the accounts of its participants. Ownership of
beneficial interests in a global security will be shown only on, and the transfer of those ownership interests will be effected only through, records maintained by (a) the depositary, with respect to participants interests, or
(b) any such participant, with respect to interests of persons held by such participant on their behalf. Payments, transfers, exchanges and others matters relating to beneficial interests in a global security may be subject to various policies
and procedures adopted by the depositary from time to time. We, the trustee and any of our agents will not have any responsibility or liability for any aspect of the depositarys or any participants records relating to, or for payments
made on account of, beneficial interests in a global security, or for maintaining, supervising or reviewing any records relating to such beneficial interests.
Payment and Paying Agents
Unless
otherwise indicated in the applicable prospectus supplement, payment of interest on a security on any interest payment date will be made to the person in whose name such security, or one or more predecessor securities, is registered at the close of
business on the regular record date for such interest. (Section 307)
8
Unless otherwise indicated in the applicable prospectus supplement, principal of and any premium
and interest on the debt securities of a particular series will be payable at the office of such paying agent or paying agents as we may designate for such purpose from time to time, except that at our option payment of any interest may be made by
check mailed to the address of the person entitled to such payment as such address appears in the security register. Unless otherwise indicated in the applicable prospectus supplement or supplements the corporate trust office of the trustee in The
City of New York will be designated as our sole paying agent for payments with respect to debt securities of each series. Any other paying agents we initially designate for the debt securities of a particular series will be named in the applicable
prospectus supplement or supplements. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts, except that we will be required to
maintain a paying agent in each place of payment for the debt securities of a particular series. (Section 1002)
All moneys we pay to
a paying agent for the payment of the principal of or any premium or interest on any security which remain unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of
such security after such time may look only to us for payment of the principal of or any premium or interest on the security. (Section 1003)
Covenants
The indenture contains the following covenants:
Limitation on Secured Debt
We may not, and may not permit any restricted subsidiary to, incur or guarantee any evidence of indebtedness for money borrowed secured by a
lien on any (a) principal property or any part thereof, (b) capital stock of a restricted subsidiary we or any restricted subsidiary now own or hereafter acquire or (c) debt of a restricted subsidiary owed to us or any of our
restricted subsidiaries, except if:
|
|
|
we effectively provide that the debt securities are secured equally and ratably with, or, at our option, prior
to, such secured debt; and
|
|
|
|
any other debt required to be so secured, unless the aggregate amount of all such secured debt, plus all our and
our restricted subsidiaries attributable debt with respect to sale and leaseback transactions involving principal properties (with the exception of such transactions which are excluded under the indenture), would not exceed 10% of our
consolidated net tangible assets.
|
The foregoing restriction will not apply to, and we will exclude from debt in any
computation under such restriction, the following items:
|
|
|
debt secured by a lien in our favor or in favor of a restricted subsidiary;
|
|
|
|
debt secured by a lien in favor of governmental bodies to secure progress or advance payments or payments
pursuant to contracts or statute;
|
|
|
|
debt secured by a lien on property, capital stock or debt existing at the time of acquisition thereof, including
acquisition through merger, consolidation or otherwise;
|
|
|
|
debt incurred or guaranteed to finance the acquisition of property, capital stock or debt, or to finance
construction on, or improvement or expansion of, property, which debt is incurred within 180 days of such acquisition or completion of construction, improvement or expansion, and is secured solely by a lien on the property, capital stock or debt
acquired, constructed, improved or expanded;
|
|
|
|
debt consisting of industrial revenue or pollution control bonds or similar financing secured solely by a lien on
the property the subject thereof; or
|
|
|
|
any extension, renewal or replacement of any debt referred to in the third and fourth clauses above. (Section
1008).
|
9
Limitation on Sale and Leaseback Transactions
Neither we nor any restricted subsidiary may enter into any sale and leaseback transaction involving any principal property or any part thereof
after the date of the indenture unless the aggregate amount of all our attributable debt and that of our restricted subsidiaries with respect to such transactions plus all secured debt to which the restrictions described above apply would not exceed
10% of our consolidated net tangible assets.
The foregoing restriction will not apply to any sale and leaseback transaction, and we will
exclude any sale and leaseback transaction from attributable debt in any computation under such restriction, if:
|
|
|
the lease is for a period of three years or less, including renewal rights;
|
|
|
|
the lease secures or relates to industrial revenue or pollution control bonds or similar financing;
|
|
|
|
the transaction is between us and a restricted subsidiary or between restricted subsidiaries; or
|
|
|
|
we or such restricted subsidiary, within 180 days after the sale is completed, applies an amount equal to the
greater of (A) the net proceeds of the sale of the principal property leased or (B) the fair market value of the principal property leased either to (1) the retirement of debt securities, other of our funded debt ranking on a parity
with the debt securities, or funded debt of a restricted subsidiary or (2) the purchase of other property which will constitute a principal property having a value at least equal to the value of the principal property leased. (Section 1009)
|
Mergers, Consolidations and Certain Sales of Assets
We will not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other person or sell,
assign, convey, transfer or lease or otherwise dispose of all or substantially all of our properties and assets to any person or group of affiliated persons or permit any of our restricted subsidiaries to enter into any such transaction or
transactions if such transaction or transactions, in the aggregate, would result in a sale, assignment, transfer, lease or disposal of all or substantially all of our and our restricted subsidiaries properties and assets on a consolidated
basis to any other person or group of affiliated persons, unless the following conditions, among others, are met. In a transaction in which we do not survive or in which we sell, lease or otherwise dispose of all or substantially all of our assets,
our successor entity must be organized under the laws of the United States of America or any State thereof or the District of Columbia and must expressly assume, by a supplemental indenture executed and delivered to the trustee in form satisfactory
to the trustee, all of our obligations under the indenture. Immediately before and after giving effect to such transaction and treating any debt which becomes our or our restricted subsidiarys obligation as a result of such transaction as if
incurred at the time of the transaction, no event of default or event that with the passing of time or the giving of notice, or both, would constitute an event of default can have occurred and be continuing. If, as a result of any such transaction,
our property or assets or that of any restricted subsidiary would become subject to a lien prohibited by the provisions of the indenture, we or our successor entity must have secured the debt securities as required by the indenture.
Events of Default
Each of the following
will constitute an event of default under the indenture with respect to debt securities of any series:
|
|
|
failure to pay principal of or any premium on any security of that series when due;
|
|
|
|
failure to pay any interest on any debt securities of that series when due, continued for 30 days;
|
|
|
|
failure to deposit any sinking fund payment, when due, in respect of any security of that series;
|
|
|
|
failure to perform any other of our covenants in the indenture, other than a covenant included in the indenture
solely for the benefit of a series other than that series, continued for 60 days after written notice has been given by the trustee, or the holders of at least 10% in principal amount of the outstanding debt securities of that series, as provided in
the indenture; and
|
|
|
|
certain events in bankruptcy, insolvency or reorganization involving us or any restricted subsidiary. (Section
501)
|
10
If an event of default, other than the last event of default described in the paragraph above,
with respect to the debt securities of any series at the time outstanding occurs and is continuing, either the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series by notice as
provided in the indenture may declare the principal amount of the debt securities of that series, or, in the case of any security that is an original issue discount security or the principal amount of which is not then determinable, such portion of
the principal amount of such security, or such other amount in lieu of such principal amount, as may be specified in the terms of such security, to be due and payable immediately. If the last event of default described in the paragraph above with
respect to the debt securities of any series at the time outstanding occurs, the principal amount of all the debt securities of that series, or, in the case of any such original issue discount security or other security, such specified amount, will
automatically, and without any action by the trustee or any holder, become immediately due and payable. After any such acceleration, but before a judgment or decree based on acceleration, the holders of a majority in aggregate principal amount of
the outstanding debt securities of that series may, under certain circumstances, rescind and annul such acceleration if all events of default, other than the non-payment of accelerated principal, or other
specified amount, have been cured or waived as provided in the indenture. (Section 502)
Subject to the provisions of the indenture
relating to the duties of the trustee in case an event of default occurs and is continuing, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders, unless
such holders have offered to the trustee reasonable indemnity. (Section 603) Subject to such provisions for the indemnification of the trustee, the holders of a majority in aggregate principal amount of the outstanding debt securities of any series
will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities of that series.
(Section 512)
No holder of a security of any series will have any right to institute any proceeding with respect to the indenture,
or for the appointment of a receiver or a trustee, or for any other remedy thereunder, unless:
|
|
|
such holder has previously given to the trustee written notice of a continuing event of default with respect to
the debt securities of that series;
|
|
|
|
the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have
made written request, and such holder or holders have offered reasonable indemnity, to the trustee to institute such proceeding as trustee; and
|
|
|
|
the trustee has failed to institute such proceeding, and has not received from the holders of a majority in
aggregate principal amount of the outstanding debt securities of that series a direction inconsistent with such request, within 60 days after such notice, request and offer. (Section 507)
|
However, such limitations do not apply to a suit instituted by a holder of a security for the enforcement of payment of the principal of or
any premium or interest on such security on or after the applicable due date specified in such security. (Section 508)
We will furnish to
the trustee annually a statement by certain of our officers as to whether or not we, to their knowledge, are in default in the performance or observance of any of the terms, provisions and conditions of the indenture and, if so, specifying all such
known defaults. (Section 1004)
Modification and Waiver
Supplemental Indentures Requiring Consent of Holders
We (with the authorization of our board of directors) and the trustee may make modifications and amendments to the indenture with the consent
of the holders of a majority in aggregate principal amount of the
11
outstanding debt securities of each series affected by such modification or amendment, provided that no such modification or amendment may, without the consent of the holder of each outstanding
security affected by such modification or amendment:
|
|
|
change the stated maturity of the principal of, or any installment of principal of or interest on, any security;
|
|
|
|
reduce the principal amount of, or any premium or interest on, any security;
|
|
|
|
reduce the amount of principal of an original issue discount security or any other security payable upon
acceleration of the maturity thereof;
|
|
|
|
change the place or currency of payment of principal of, or any premium or interest on, any security;
|
|
|
|
impair the right to institute suit for the enforcement of any payment on or with respect to any security;
|
|
|
|
reduce the percentage in principal amount of outstanding debt securities of any series, the consent of whose
holders is required for modification or amendment of the indenture;
|
|
|
|
reduce the percentage in principal amount of outstanding debt securities of any series necessary for waiver of
compliance with certain provisions of the indenture or for waiver of certain defaults; or
|
|
|
|
modify such provisions with respect to modification and waiver except to increase percentages or to provide that
certain other provisions of the indenture cannot be modified or waived without the consent of each holder affected thereby. (Section 902)
|
Supplemental Indentures Not Requiring Consent of Holders
Without the consent of any holders of debt securities, we and the trustee may supplement the indenture, among other things, to:
|
|
|
evidence that another entity has succeeded us and assumed the covenants and obligations of us under the debt
securities and the indenture;
|
|
|
|
add covenants for the benefit of the holders of debt securities, or to surrender any right or power conferred to
us under the indenture;
|
|
|
|
add additional events of default for the benefit of holders of debt securities;
|
|
|
|
add to or change any provision in the indenture to the extent necessary for the debt securities to be issued in
bearer form, and with or without interest coupons, or to permit the issuance of debt securities in uncertificated form;
|
|
|
|
modify or eliminate any provision of the indenture in respect of the debt securities; provided that such
modification (A) will not apply to any debt security created prior to the execution of such supplemental indenture and entitled to the benefit of the existing provision, nor modify the rights of the holder of any debt securities with respect to
the existing provision or (B) will only become effective with there is no such debt security outstanding.
|
|
|
|
pledge property to the trustee as security for the debt securities;
|
|
|
|
establish the form and terms of any series of debt securities as permitted by in the indenture;
|
|
|
|
evidence any change of the trustee with respect to any series of debt securities, or provide for the
administration of the trusts under the indenture by an additional trustee; or
|
|
|
|
cure any ambiguity, correct or supplement any provision in the indenture that may be defective or inconsistent
with any other provision in the indenture or make any other provisions with respect to matters or questions arising under the indenture; provided that the interests of the holders of the debt securities are not adversely affected.
(Section 901)
|
12
The holders of a majority in principal amount of the outstanding debt securities of any series
may waive our compliance with certain restrictive provisions of the indenture. (Section 1010) The holders of a majority in principal amount of the outstanding debt securities of any series may waive any past default under the indenture, except a
default in the payment of principal, premium or interest and certain covenants and provisions of the indenture which cannot be amended without the consent of the holder of each outstanding security of such series affected. (Section 513)
The indenture provides that in determining whether the holders of the requisite principal amount of the outstanding debt securities have given
or taken any direction, notice, consent, waiver or other action under the indenture as of any date:
|
|
|
the principal amount of an original issue discount security that will be deemed to be outstanding will be the
amount of the principal thereof that would be due and payable as of such date upon acceleration of the maturity thereof to such date;
|
|
|
|
if, as of such date, the principal amount payable at the stated maturity of a security is not determinable, for
example, because it is based on an index, the principal amount of such security deemed to be outstanding as of such date will be an amount determined in the manner prescribed for such security; and
|
|
|
|
the principal amount of a security denominated in one or more foreign currencies or currency units that will be
deemed to be outstanding will be the U.S. dollar equivalent, determined as of such date in the manner prescribed for such security, of the principal amount of such security, or, in the case of a security described in either of the first two
clauses above, of the amount described in that clause. Certain debt securities, including those for whose payment or redemption money has been deposited or set aside in trust for the holders and those that have been fully defeased pursuant to
Section 1302 of the indenture, will not be deemed to be outstanding. (Section 101)
|
Except in certain limited
circumstances, we will be entitled to set any day as a record date for the purpose of determining the holders of outstanding debt securities of any series entitled to give or take any direction, notice, consent, waiver or other action under the
indenture, in the manner and subject to the limitations provided in the indenture. In certain limited circumstances, the trustee will be entitled to set a record date for action by holders. If a record date is set for any action to be taken by
holders of a particular series, such action may be taken only by persons who are holders of outstanding debt securities of that series on the record date. Holders of the requisite principal amount of such debt securities within a specified period
following the record date must take such action for it to be effective. For any particular record date, this period will be 180 days or such period as we may specify, or as the trustee may specify, if it set the record date, and may be
shortened or lengthened, but not beyond 180 days, from time to time. (Section 104)
Redemption
The specific terms of any redemption of a series of debt securities will be contained in the prospectus supplement or supplements for that
series. Generally, we must send notice of redemption to the holders at least 30 days but not more than 60 days prior to the redemption date. (Section 1104) On or before any redemption date, we will deposit an amount of money with the trustee or
with a paying agent sufficient to pay the redemption price. (Section 1105)
If less than all the debt securities are being redeemed, the
trustee shall select the debt securities to be redeemed using a method it considers fair. (Section 1103) After the redemption date, such securities shall cease to bear interest, and holders of debt securities which were redeemed will have no rights
with respect to the debt securities except the right to receive the redemption price and any unpaid interest to the redemption date. (Section 1106)
13
Defeasance and Covenant Defeasance
If and to the extent indicated in the applicable prospectus supplement or supplements, we may elect, at our option at any time, to have certain
provisions of the indenture relating to defeasance and discharge of indebtedness or defeasance of certain restrictive covenants in the indenture, applied to the debt securities of any series, or to any specified part of a series. (Section 1301)
Defeasance and Discharge
The indenture provides that, upon our exercise of our option, if any, to have Section 1302 of the indenture applied to any debt
securities, we will be discharged from all our obligations with respect to such debt securities, except for certain obligations to exchange or register the transfer of debt securities, to replace stolen, lost or mutilated debt securities, to
maintain paying agencies and to hold moneys for payment in trust, upon the deposit in trust for the benefit of the holders of such debt securities of money or U.S. Government obligations, or both, which, through the payment of principal and interest
in respect thereof in accordance with their terms, will provide money in an amount sufficient to pay the principal of and any premium and interest on such debt securities on the respective stated maturities in accordance with the terms of the
indenture and such debt securities. Such defeasance or discharge may occur only if, among other things:
|
|
|
we have delivered to the trustee an opinion of counsel to the effect that we have received from, or there has
been published by, the United States Internal Revenue Service a ruling; or
|
|
|
|
there has been a change in tax law;
|
in either case to the effect that holders of such debt securities will not recognize gain or loss for federal income tax purposes as a result of such deposit,
defeasance and discharge and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge were not to occur. (Sections 1302 and 1304)
Defeasance of Certain Covenants
The indenture provides that, upon our exercise of our option, if any, to have Section 1303 of the indenture applied to any debt
securities, we may omit to comply with certain restrictive covenants, including any that may be described in the applicable prospectus supplement or supplements, and the occurrence of certain events of default, including any that may be described in
the applicable prospectus supplement or supplements, will be deemed not to be or result in an event of default, in each case with respect to such debt securities. We, in order to exercise such option, will be required to deposit, in trust for the
benefit of the holders of such debt securities, money or U.S. Government obligations, or both, which, through the payment of principal and interest in respect thereof in accordance with their terms, will provide money in an amount sufficient to pay
the principal of and any premium and interest on such debt securities on the respective stated maturities in accordance with the terms of the indenture and such debt securities. We will also be required, among other things, to deliver to the trustee
an opinion of counsel to the effect that holders of such debt securities will not recognize gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain obligations and will be subject to federal income tax on
the same amount, in the same manner and at the same times as would have been the case if such deposit and defeasance were not to occur. In the event we exercised this option with respect to any debt securities and such debt securities were declared
due and payable because of the occurrence of any event of default, the amount of money and U.S. Government obligations so deposited in trust would be sufficient to pay amounts due on such debt securities at the time of their respective stated
maturities but may not be sufficient to pay amounts due on such debt securities upon any acceleration resulting from such event of default. In such case, we would remain liable for such payments. (Sections 1303 and 1304)
14
Notices
We will provide notices to holders of debt securities by mail to the addresses of such holders as they may appear in the security register.
(Sections 101 and 106)
Title
We,
the trustee and any of our agents or those of the trustee may treat the person in whose name a security is registered as the absolute owner of such security, whether or not such security may be overdue, for the purpose of making payment and for all
other purposes. (Section 308)
Governing Law
The indenture and the debt securities will be governed by, and construed and enforced in accordance with, the law of the State of New York.
(Section 112)
Certain Definitions
Set forth below is a summary of certain defined terms used in the indenture. Reference is made to the indenture for the full definition of all
such terms, as well as any other term used herein for which no definition is provided. (Section 101)
Attributable Debt
means, with respect to a lease in a sale and leaseback transaction, the total net amount of rent required to be paid during the remaining primary term of such lease, discounted at a rate per annum equal to 6.45% calculated in accordance with
generally accepted accounting practices. The net amount of rent required to be paid under any such lease for any such period will be the aggregate amount of rent payable by the lessee with respect to such period after excluding amounts required to
be paid on account of maintenance, repairs, insurance, taxes, assessments, utility, operating and labor costs and similar charges.
Capital Stock means, with respect to any person, any and all shares, interests, participations or other equivalents
(however designated) of corporate stock or other equity participation, including partnership interests, whether general or limited, of such person.
Consolidated Net Tangible Assets means the aggregate amount of our assets and that of our subsidiaries after deducting
(a) all liabilities other than deferred income taxes, commercial paper, short-term bank debt, funded debt and shareholders equity, and (b) all goodwill and other intangibles.
Funded Debt means (a) all debt 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 extendible 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 at the date of such computation and to be included for
the purposes of the definition of consolidated net tangible assets both as an asset and as funded debt at the amount so capitalized.
Lien means, with respect to any property or assets, any mortgage or deed of trust, pledge, hypothecation, assignment,
deposit arrangement, security interest, lien, charge, easement, other than any easement not materially impairing usefulness or marketability, encumbrance, preference, priority or other security agreement, or any equivalent of any of the foregoing
under the laws of any applicable jurisdiction, on or with respect to such property or assets, including, without limitation, any conditional sale or other title retention agreement having substantially the same economic effect as any of the
foregoing.
15
Principal Property means any facility we or any restricted subsidiary owns the
gross book value of which, including related land, improvements, machinery and equipment so owned, without deduction of any depreciation reserves, on the date as of which the determination is being made exceeds 1% of consolidated net tangible
assets.
Restricted Subsidiary means any subsidiary which owns a principal property.
Sale and Leaseback Transaction means an arrangement with any lender or investor or to which such lender or investor is a
party providing for the leasing by such person of any property or asset of such person which has been or is being sold or transferred by such person more than 180 days after the acquisition thereof or the completion of construction or
commencement of operation thereof to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such property or asset. The stated maturity of such arrangement will be the
date of the last payment of rent or any other amount due under such arrangement prior to the first date on which such arrangement may be terminated by the lessee without payment of a penalty.
Subsidiary means (a) a corporation more than 50% of the voting stock of which we and/or one or more subsidiaries owns
or (b) any other person (other than a corporation) of which we and/or one or more subsidiaries has at least a majority ownership and power to direct the policies, management and affairs.
16