AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 10, 1997JULY 22, 1999
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
AMERICAN GENERAL FINANCE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
INDIANA 35-0416090
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
------------------------
601 N.W. SECOND STREET
EVANSVILLE, INDIANA 47708
(812) 424-8031
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
GARY M. SMITH,RON DIGIACOMO, ESQ.
AMERICAN GENERAL FINANCE CORPORATION
P.O. BOX 59
EVANSVILLE, INDIANA 47701
(812) 468-5655
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
DANIEL L. BOEGLIN, ESQ. JOHN H. NEWMAN, ESQ.
BAKER & DANIELS BROWN & WOOD LLP
300 NORTH MERIDIAN STREET, SUITE 2700 ONE WORLD TRADE CENTER
INDIANAPOLIS, INDIANA 46204 NEW YORK, NEW YORK 10048
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: fromFrom time
to time after the effective date of this Registration Statement as determined in
light of market conditions.
If the only securities being registered on this Formform are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Formform 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 Formform 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 Formform 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
CALCULATION OF REGISTRATION FEE
================================================================================
PROPOSED
TITLE OF EACH MAXIMUM AMOUNT OF
CLASS OF SECURITIES AGGREGATE REGISTRATION
TO BE REGISTERED OFFERING PRICE(1)(2) FEE(2)
- --------------------------------------------------------------------------------
Debt Securities and Warrants
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED(1) REGISTERED(2) AGGREGATE OFFERING PRICE(3) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
Debt Securities...................... $3,000,000,000 $3,000,000,000 $834,000
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement also registers delayed delivery contracts which
may be issued by the registrant under which the counterparty may be required
to purchase Debt Securities........... $3,000,000,000 $909,091
================================================================================
(1)Securities.
(2) This Registration Statement also registers, where required, an indeterminate
amount of Debt Securities to be sold by American General Securities
Incorporated in market-making activities.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o). Exclusive of accrued interest, if any.
(2) In addition to the amounts indicated, pursuant to Rule 429 under the
Securities Act of 1933, $50,000,000 proposed maximum aggregate offering
price of Debt Securities and Warrants to purchase Debt Securities is being
carried forward from an earlier registration statement and the amount of the
filing fee associated with such securities that was previously paid is
$15,625.
------------------------
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
INCLUDED IN THIS REGISTRATION STATEMENT IS A COMBINED PROSPECTUS WHICH ALSO
RELATES TO REGISTRATION STATEMENT NO. 33-57910 PREVIOUSLY FILED BY THE
REGISTRANT ON FORM S-3 AND DECLARED EFFECTIVE ON MARCH 1, 1993. THIS NEW
REGISTRATION STATEMENT ALSO CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT NO. 33-57910 AND SUCH POST-EFFECTIVE AMENDMENT NO. 1
SHALL HEREAFTER BECOME EFFECTIVE CONCURRENTLY WITH THE EFFECTIVENESS OF THIS NEW
REGISTRATION STATEMENT AND IN ACCORDANCE WITH SECTION 8(C) OF THE SECURITIES ACT
OF 1933.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
******************************************************************************
* *
* THE INFORMATION CONTAINED HEREININ THIS PROSPECTUS IS SUBJECT TO COMPLETION OR AMENDMENT. ANOT COMPLETE AND MAY BE CHANGED. *
* WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED *
* FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOTCOMMISSION IS EFFECTIVE. THIS *
* BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE *
* REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALLIS NOT *
* CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OFTHESE SECURITIES AND IT IS NOT *
* SOLICITING AN OFFER TO BUY NOR *
* SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCHWHERE THE *
* OFFER SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR *
* QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.IS NOT PERMITTED. *
* *
******************************************************************************
PROSPECTUS SUBJECT TO COMPLETION, DATED JUNE 10, 1997
$3,050,000,000JULY 22, 1999
$3,000,000,000
AMERICAN GENERAL FINANCE CORPORATION
DEBT SECURITIES
AND WARRANTS TO PURCHASE DEBT SECURITIES
------------------------
American General Finance Corporation (the "Company")We may offer from time
to time, either jointlysell at one or separately, (i)more times up to $3,050,000,000$3,000,000,000 aggregate principal
amount of itsour debt securities. The debt securities (the "Debt Securities") and (ii)
warrants (without limitation as to number or offering price) to purchase such
Debt Securities (the "Warrants") (the Debt Securities and the Warrants being
herein referred to collectively as the "Securities"). The Debt Securities will be our direct unsecured
obligations of the Company and will rank equally with all of our other unsecured and
unsubordinated indebtednessindebtedness.
We may sell the debt securities in multiple series with the terms of the Company. See
"Description of Debt Securities."
The Securities may be offered as separateeach
series in amounts, at prices and
on terms to be determined at the time of sale. The title, aggregate principal
amount, initial public offering price, denominations, maturity, rate (which may
be fixed or variable) or amount and time of payment of any interest, anyWe will provide the specific terms
for redemption at the option
of the Company or repaymentseries of debt securities being offered at the option of the
holder, any terms for sinking fund payments, any listing on a securities
exchange, any exercise provisions and any other terms in connection with the
offering and sale of the Securities in respect of which this Prospectus is being
delivered will be set forthtime in one or more
supplements to this Prospectus (each,
a "Prospectus Supplement").
The Companyprospectus. This prospectus may sell the Securities directly, through agents, underwriters
or dealers as designated from time to time, or through a combination of such
methods. If any such agents, underwriters or dealers are involved in the sale of
the Securities in respect of which this Prospectus is being delivered, the names
of such agents, underwriters or dealers and any applicable agent's commission,
underwriter's discount or dealer's purchase price and the net proceeds to the
Company from such sale will be set forth in, or may be calculated on the basis
set forth in, the applicable Prospectus Supplement. See "Plan of Distribution"
for possible indemnification arrangements for any such agents, underwriters and
dealers.
This Prospectus may not be used to consummate sales ofoffer and sell
debt securities only if accompanied by a prospectus supplement. You should read
carefully both this prospectus and any prospectus supplement before you invest.
------------------------
Neither the Securities without deliveryand Exchange Commission nor any state securities
commission has approved or disapproved of onethese securities or more Prospectus Supplements.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
------------------------
THE DATE OF THIS PROSPECTUS IS , 1997.1999.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER
OF INSURANCE OF THE STATE OF NORTH CAROLINA, NOR HAS THE COMMISSIONER OF
INSURANCE PASSED UPON THE ACCURACY OR ADEQUACY OFABOUT THIS PROSPECTUS
OR ANY
PROSPECTUS SUPPLEMENT.
AVAILABLE INFORMATION
The CompanyThis prospectus is subjectpart of a registration statement that we filed with the
SEC using a "shelf" registration process. Under this shelf process, we may
sell debt securities in one or more offerings up to the informational requirementsa total amount of
$3,000,000,000. This prospectus provides you with a general description of the
Securities
Exchange Actdebt securities. Each time we offer to sell any of 1934, as amended (the "Exchange Act"),the debt securities, we will
provide a prospectus supplement that will contain specific information about the
terms of that offering and the debt securities being offered. The prospectus
supplement may also add, update or change information contained in accordance
therewith filesthis
prospectus. You should read this prospectus and the applicable prospectus
supplement together with the additional information described under the headings
"Where You Can Find More Information" and "Incorporation of Information We
File with the SEC".
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports and other information with
the Securities and Exchange
Commission (the "Commission"). Such reportsSEC. Our SEC filings, including the registration statement, the indenture
under which the debt securities are to be issued and other information filed byabout us,
are available to the Company may be inspected and copiedpublic over the Internet at the SEC's web site at
http://www.sec.gov. You may read and copy any document we file by visiting the
SEC's public reference facilities
maintained by the Commission atrooms in Washington, D.C., New York, New York and
Chicago, Illinois. The SEC's address in Washington, D.C. is 450 Fifth Street,
N.W., Washington, D.C. 20549,
andPlease call the SEC at 1-800-SEC-0330 for further
information about the Commission's Regional Offices at 500 West Madison Street, Chicago,
Illinois 60661 and Seven World Trade Center, New York, New York 10048. Copies of
such materials may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates, or from the Commission's Web site at "http://www.gov". In addition,
such material may also be inspected and copied at the offices ofpublic reference rooms.
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits thereto, referredSEC allows us to as
the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"). This Prospectus, which constitutes part of the
Registration Statement, does not contain all"incorporate by reference" into this prospectus some
of the information set forth in the
Registration Statement, certain parts ofwe file with it, which are omitted in accordance with
the rules and regulations of the Commission. For furthermeans that we can disclose important
information reference
is hereby made to the Registration Statement. Statements contained herein
concerning the provisions of any document filed as an exhibityou by referring you to the
Registration Statement or otherwise filed with the Commission are not
necessarily complete, and in each instance reference is made to the copy of such
document so filed. Each such statement is qualified in its entirety by such
reference.
INCORPORATION BY REFERENCEthose documents. The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act (File No. 1-6155), areinformation
incorporated by reference intois an important part of this Prospectus and shall be deemed to be a part hereof:
(a)prospectus. We
incorporate by reference the Company'sfollowing documents:
o our Annual Report on Form 10-K for the fiscal year ended December 31,
1996;
(b) the Company's1998;
o our Quarterly Report on Form 10-Q for the quarter ended March 31,
1997; and
(c) the Company's1999;
o our Current Reports on Form 8-K dated February 4, 1997January 27, 1999, March 9, 1999,
and April 23, 1997 (which relate to earnings releases of28, 1999;
o any other documents that we file with the Company).
Each document filed by the Company pursuant toSEC, both:
o under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act subsequentof 1934; and
o after the initial filing of the registration statement that
contains this prospectus and before the time that we sell all the
debt securities offered by this prospectus; and
o the indenture under which the debt securities are to be issued, which
is filed as an exhibit to the date ofregistration statement that contains
this Prospectus and prior to
the terminationprospectus.
Some of the offering of the Securities made hereby shall be deemed to
be incorporated by reference intoinformation in our later SEC filings will update and supersede
information in this Prospectusprospectus and to be a part hereof from
the date of filing of such document.
Any statement contained herein, in a Prospectus Supplement or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of the Registration Statement and this
Prospectus to the extent that a statement contained herein, in a Prospectus
Supplement or in any subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of the Registration Statement or
this Prospectus.
The Company files with the Commission Annual Reports on Form 10-K
containing financial information that has been audited and reported upon, with
an opinion expressed, by independent auditors. Such Annual Reports are available
from the Company upon request.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oralour prior SEC filings.
You may request of such person, a copy of any or all of the documents
which are incorporated hereindocument we incorporate by reference, other than exhibits to such
documents (unless such exhibits are specifically incorporatedat no
cost, by reference into
such documents). Requests should be directed to the Company,writing us at 2929 Allen Parkway, Houston, Texas 77019, Attention:
Treasury Department. You may also telephone the Treasury Department telephoneat (713)
522-1111.
------------------------
You should rely only on the information contained or incorporated by
reference in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different or additional information.
If anyone provides you with different or additional information, you should not
rely on it. We are only offering these debt securities in states where the offer
is permitted. You should not assume that the information in this prospectus or
in any prospectus supplement is accurate
2
THE COMPANY
American General Finance Corporation isas of any date other than the date on the front of those documents. Our
business, financial condition and results of operations may have changed since
that date.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
In this prospectus and the documents incorporated by reference, we may make
statements regarding trends in our operations or financial results and other
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. We make these forward-looking statements on the
basis of our current expectations and beliefs concerning future developments and
their potential effects on us. We cannot assure you that we will anticipate
accurately the future developments that will affect us. Our actual results may
differ materially from those expressed or implied by these forward-looking
statements.
The forward-looking statements we make involve risks and uncertainties,
including, but not limited to, the following:
o changes in general economic conditions, including the performance of
financial markets, interest rates and the level of personal
bankruptcies;
o competitive, regulatory or tax changes that affect the cost of, or
demand for, our products;
o our ability or the ability of third parties to achieve and maintain
Year 2000 readiness for significant systems and operations; and
o adverse litigation results or resolution of litigation.
We also direct you to other risks and uncertainties discussed in other
documents we have filed or will file with the SEC. We undertake no obligation to
update or revise any forward-looking information, whether as a result of new
information, future developments or otherwise.
AMERICAN GENERAL FINANCE CORPORATION
We are a financial services holding company, thecompany. Through our subsidiaries, of whichwe
are engaged primarily in the consumer finance and credit insurance business.
The Company wasWe were incorporated under the laws of the State ofin Indiana in 1927 as the successor to a business
started in 1920. All of the common stock of the
Company is owned by American General Finance, Inc. ("AGFI"), which was incorporated under the laws of the State ofin
Indiana in 1974.1974, owns all of our common stock. Since 1982, AGFIAmerican General
Finance, Inc. has been a direct or indirect wholly-owned subsidiary of American
General Corporation, ("AGC"),a Texas corporation headquartered in Houston.
American General Corporation is the parent company of one of the nation's
largest diversified financial services organizations. Headquartered in Houston, Texas,
AGC'sIts operating subsidiaries
are leading providers of retirement services, life insurance and consumer loans and life insurance. AGC, a Texas corporation,loans.
American General Corporation is the successor to American General Insurance
Company, an insurance company incorporated in Texas in 1926.
At MarchDecember 31, 1997, the Company and its subsidiaries1998, we had 1,3351,310 offices in 3940 states, Puerto Rico and
the U.S. Virgin Islands. Total finance receivables, net
of unearned finance charges, at March 31, 1997 were $7.3 billion.
TheIslands and approximately 7,900 employees. Our principal
executive offices of the Company are located at 601 N.W. Second Street, Evansville, Indiana
47708, and itsour telephone number is (812) 424-8031.
USE OF PROCEEDS
Except as mayUnless the applicable prospectus supplement states otherwise, be provided in an applicable Prospectus Supplement,we will use
the net proceeds to be received by the Companywe receive from the sale of the Securities
being offered hereby will be useddebt securities:
o to repay borrowings incurred in, debt;
o to make loans to customers;
o to purchase receivables; and/or
to finance
the growth of receivables arising in connection with, the Company's consumer
finance operations or will be available for the purchase of receivables oro for other general corporate purposes.
Pending3
We may temporarily invest the uses described above, such net proceeds may be temporarily invested in short-term marketable
securities.
3
securities to earn income until we use the funds for these purposes.
We will not receive any proceeds from the sale of our debt securities in
any market-making transaction in which this prospectus may be delivered. See
"Plan of Distribution -- Sales Through Our Affiliate".
SELECTED FINANCIAL INFORMATION
TheWe have derived the following selected financial information is derived from our
consolidated financial statements of the Company and its subsidiaries which have been audited
bystatements. Ernst & Young LLP, our independent auditors. Theauditors,
audited these financial statements. You should read this information should be read in
conjunction with the consolidated financial statements and related notes Management'sand
other financial information, including "Management's Discussion and Analysis of
Financial Condition and Results of Operations and other financial informationOperations", contained in the documents
incorporated or deemed to be incorporated herein by reference.reference in this prospectus. See "Incorporation by Reference.""Where You Can Find More
Information".
(DOLLARS IN THOUSANDS)
YEARS ENDED DECEMBER 31,
----------------------------------------
1996 1995 1994
------------ ------------ ------------
SELECTED FINANCIAL INFORMATION
Revenues:
Finance charges............ $ 1,414,590 $ 1,489,466 $ 1,070,770
Insurance.................. 206,170 222,282 179,927
Other...................... 87,913 77,436 137,378
------------ ------------ ------------
Total revenues........ 1,708,673 1,789,184 1,388,075
------------ ------------ ------------
Expenses:
Interest expense........... 482,343 506,618 411,875
Operating expenses......... 497,204 466,399 334,467
Provision for finance
receivable losses........ 409,646 573,698 154,914
Loss on assets held for
sale..................... 137,036 -- --
Insurance losses and loss
adjustment expenses...... 102,811 116,829 97,893
------------ ------------ ------------
Total expenses........ 1,629,040 1,663,544 999,149
------------ ------------ ------------
Income before provision for
income taxes.................. 79,633 125,640 388,926
Provision for income taxes...... 28,674 33,347 145,626
------------ ------------ ------------
Net income............
YEARS ENDED DECEMBER 31,
----------------------------------------
1998 1997 1996
------------ ------------ ------------
SELECTED FINANCIAL INFORMATION
Revenues:
Finance charges............... $ 1,323,028 $ 1,233,387 $ 1,414,590
Insurance..................... 175,969 188,574 206,170
Other......................... 95,242 89,982 87,913
------------ ------------ ------------
Total revenues............. 1,594,239 1,511,943 1,708,673
------------ ------------ ------------
Expenses:
Interest expense.............. 501,533 450,914 482,343
Operating expenses............ 494,262 466,791 497,204
Provision for finance
receivable losses.......... 207,529 242,453 409,646
Loss on non-strategic
assets..................... -- 42,225 137,036
Insurance losses and loss
adjustment expenses........ 84,687 93,447 102,811
------------ ------------ ------------
Total expenses............. 1,288,011 1,295,830 1,629,040
------------ ------------ ------------
Income before provision for
income taxes.................. 306,228 216,113 79,633
Provision for income taxes...... 111,832 79,042 28,674
------------ ------------ ------------
Net income................. $ 194,396 $ 137,071 $ 50,959 $ 92,293 $ 243,300
============ ============ ============
DECEMBER 31,
----------------------------------------
1996 1995 1994
------------
DECEMBER 31,
------------------------------------------
1998 1997 1996
-------------- ------------ ------------
Finance receivables, net of unearned
finance charges.................... $ 9,472,164 $ 7,827,036 $ 7,443,321 $ 8,201,208 $ 7,906,677
Assets held for sale................. 668,707 -- -- 668,707
Total assets......................... 11,059,601 9,240,605 9,502,589 9,485,477 8,918,698
Short-term debt...................... 3,485,648 3,157,671 3,015,920 2,330,471 2,630,463
Long-term debt....................... 5,162,012 3,941,486 4,416,637 4,935,894 4,265,226
Total shareholder's equity........... 1,623,342 1,374,915 1,334,923
1,448,496 1,328,017
4
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth theOur historical consolidated ratios of earnings to fixed charges for each of
the Company and its subsidiaries for the periods indicated:
THREE MONTHS
ENDED YEARS ENDED DECEMBER 31,
MARCH 31, ----------------------------------------
1997 1996 1995 1994 1993 1992
------------ ---- ---- ---- ---- ----
1.53indicated were as follows:
THREE MONTHS
ENDED YEARS ENDED DECEMBER 31,
MARCH 31, ----------------------------------------
1999 1998 1997 1996 1995 1994
------------ ---- ---- ---- ---- ----
1.59 1.60 1.44 1.16 1.24 1.92
1.86 1.67
For purposes of computingcalculating the ratio of earnings to fixed charges,
earnings represent the aggregateconsist of net income before provision for income taxes, cumulative
effect of accounting changes andplus fixed
charges. Fixed charges representconsist of interest expense on debt and implicit interest in rents.
4
a portion of rent
that is considered interest.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are todebt securities will be issued under an Indentureindenture dated as of May 1,
1997 (the "Indenture")1999 between us and Citibank, N.A., as Trustee. As used in this prospectus,
"debt securities" means the Companysecurities that we issue and The First National Bank of
Chicago, as trustee (the "Trustee").
The formthat the Trustee
authenticates under the indenture. Capitalized terms used but not defined under
this caption of the Indenture is filed as an exhibitprospectus have the meanings given to them in the Registration
Statement of which this Prospectus is a part. The statementsindenture.
We have summarized selected terms and descriptions in
this Prospectus or in any Prospectus Supplement regarding provisions of the Debt
Securities andindenture below.
The following summary of the Indenture are summaries thereof, domaterial provisions of the indenture is not purport to be
complete and areis subject to, and areis qualified in theirits entirety by reference to,
all of the provisions of the Indenture andindenture. In the Debt Securities, includingsummary, we have included references to
section numbers of the definitions thereinindenture so that you can easily locate the summarized
provisions. If you would like more information on any of certain terms. Certain capitalized terms used herein
are defined inthese provisions, you
should read the Indenture. Wherever particularrelevant sections of the Indenture or
terms that are defined in the Indenture are referredindenture. See "Where You Can Find
More Information".
The indenture allows us to herein or in a
Prospectus Supplement, it is intended that such sections or defined terms shall
be incorporated by reference herein or therein, as the case may be.
The Indenture allows for the issuance of Debt Securitiesissue debt securities denominated in foreign
currencies and/or in bearer form. The Company doesBecause we do not intend to issue any such Debt Securitiesthese types
of debt securities pursuant to this Prospectus. Accordingly, certainprospectus, we have not described the
provisions of the Indentureindenture relating to such Debt Securities are not described
herein.
GENERALthese debt securities.
TERMS OF DEBT SECURITIES
The Debt Securitiesprospectus supplement relating to a series of debt securities being
offered will be direct, unsecured and unsubordinated
obligationsinclude the specific terms of the Company,those debt securities and may be issued in one or more series. The
particular termsinclude
modifications of each series of Debt Securities, as well as any modifications or additions to the general terms described in this prospectus.
The specific terms will include some or all of the Debt Securities as described herein
which may be applicable in the case of a particular series of Debt Securities,
are described in the Prospectus Supplement relating to such series of Debt
Securities. Accordingly, for a description of the terms of a particular series
of Debt Securities, reference must be made to both the Prospectus Supplement
relating thereto and to the description of Debt Securities set forth in this
Prospectus.
Reference is made to the Prospectus Supplement for the terms of the
particular series of Debt Securities being offered thereby, including, but not
limited to, the following:
(1)o the title of such Debt Securities and the series
in which such Debt Securities shall be included; (2) any limit ondebt securities;
o the aggregate principal amount of such Debt Securities; (3)the debt securities;
o the percentage of their principal amount at which such Debt Securitiesthe debt securities
will be issued and, in the case of Original Issue Discount Securities,
the principal amount thereofthat will be payable upon
acceleration of theif their maturity thereof; (4)is
accelerated;
o the date or dates on which the principal of such Debt Securities isthe debt securities will
be payable, or the manner in which suchthe payment date or dates arewill be
determined;
(5)o whether the rate or rates (which may be fixed or variable) or amount
or amounts per annum at which such Debt Securitiesdebt securities will bear interest if any,at a fixed or variable
rate and, as applicable:
o the interest rate or the method of determining such rates or amounts; (6)manner in which the interest rate is
determined,
o the date from which such
interest if any, on such Debt Securities will accrue,
the dates on which such
interest, if any, will be payable, the date on which payment of such interest,
if any, will commence ando the record dates for suchand interest payment dates if
any; (7)for the debt securities, and
o the first interest payment date;
o the places of paymentwhere payments on the debt securities will be made (if
other than Chicago and New York City) and where the places where such Debt Securitiesdebt securities may be
surrendered for registration of transfer or exchange;
(8)o any provision that would obligate or permit us to repurchase, redeem
or repay some or all of the terms of any mandatory or optional redemption
(including any sinking fund provisions or any provisions for repayment atdebt securities;
5
o whether the option of a Holder or upon the occurrence of a specified event); (9) whether
such Debt Securities are todebt securities will be issued initially or permanently in the form of a global
Debt Securitydebt security and, if so, the identity of the Depository (hereinafter
defined)depositary for suchthe
global Debt Security; (10)debt security;
o any deletions from, modifications of or additions to the Events of
Default or our covenants of the Company with respect to such Debt Securities;the debt securities; and
(11)o any other material terms of such Debt
Securities. Debt Securities may also be issued under the Indenture upon the
exercise of Warrants. See "Description of Warrants."debt securities.
The Indentureindenture does not limit the aggregate principal amount of Debt
Securities thatdebt securities we may be issued thereunder or of any particular series of such
Debt Securities and provides that the Debt Securities may be issued thereunderissue
under it. It permits us to issue debt securities from time to time in one or
more series, up to thein an aggregate principal amount whichauthorized by us before each
issuance. We may be authorized from time to time by the Company. (Sectionissue multiple series of debt securities with different terms
or "reopen" a previous series of debt securities and issue additional debt
securities of that series. SECTION 301 of the
Indenture) All Debt Securities issued under the Indenture will rank equally and
ratably with any other Debt Securities issued thereunder. Because the Company is
a holding company, the right of the Company, and hence the right of creditors of
the Company (including the Holders of the Debt Securities), to participate in
any distribution of the assets of
5
any subsidiary upon its liquidation or reorganization or otherwise is
necessarily subject to the prior claims of creditors of the subsidiary, except
to the extent that claims of the Company itself as a creditor of the subsidiary
may be recognized.OF THE INDENTURE
Unless the Prospectus Supplement relating to a particular series of Debt
Securities specifiesapplicable prospectus supplement states otherwise, Debt Securitieswe will be issuedissue
debt securities in denominations of $1,000 and integral multiples thereof. Noof $1,000. SECTION 302
OF THE INDENTURE
Unless the applicable prospectus supplement states otherwise, you may
transfer or exchange fully registered securities at the corporate trust office
of the Trustee or at any other office maintained for that purpose. There will be
no service charge will be made for any transfer or exchange of Debt Securities,debt securities, but the Companywe may
require payment of
a sum sufficientpayment to cover any tax or other governmental charge payable in
connection therewith. (Sections 302 andrelated to the
transfer or exchange. SECTION 305 OF THE INDENTURE
One or more series of the Indenture)
Some of the Debt Securitiesdebt securities may be issuedprovide that if their maturity is
accelerated under the Indenture as Original
Issue Discount Securities (bearing no interest or interest at a rate which atindenture, the time of issuance is below market rates) toamount due and payable will be sold at a discount belowless than
their stated principal amount. FederalThese are referred to as "Original Issue
Discount Securities". SECTION 101 OF THE INDENTURE An Original Issue Discount
Security would be issued at a discount from its stated principal amount and
would bear interest at a below-market rate or not at all. Under applicable
federal income tax laws and regulations, if a debt security is issued at a
discount and the amount of discount exceeds a DE MINIMIS amount, then regardless
of whether the debt security meets the indenture's definition of "Original
Issue Discount Security", the holder of the debt security would be required to
include amounts in gross income for federal income tax purposes before receiving
the related cash. The prospectus supplement relating to any debt securities
subject to these laws and regulations will describe the federal income tax
consequences and other special considerations that you should consider before
purchasing them.
Unless the applicable to any such Original Issue Discount Securitiesprospectus supplement states otherwise, we will be
described in the Prospectus Supplement relating thereto.
Unless otherwise indicated in the Prospectus Supplement relating to a
particular series of Debt Securities,pay
the principal of and any premium or interest on Debt Securitiesdebt securities issued in
certificated form will be payable, and,
subject to certain limitations, the transfer of Debt Securities will be
registrable, at the officesa designated office of the Trustee designated for that purpose in
Chicago and New York City, provided that, at theCity. At our
option, of the Company,we may pay interest
may be paid by check, wire transfer or any other means permitted
under the terms of the debt securities. Unless otherwise stated in the
form of
such Debt Securities. Unless otherwise indicatedapplicable prospectus supplement, we will pay interest by check mailed to the
persons in anwhose names the debt securities are registered on the applicable
Prospectus
Supplement, payment of any installment of interestrecord dates. Payments on a Debt Securityglobal debt securities will be made to the person in whose name such Debt Security is registered at the close
of business on the record date for such interest payment. In the case of global
Debt Securities (which will be registered in the name of the Depository or its
nominee), payment will be made to the Depositorydepositary
or its nominee in accordance with the then-existing arrangements between the
paying agent(s) for suchthe global Debt Securitiesdebt securities and the Depository.depositary. See
"-- Global Debt Securities." (Sections
305,Securities". SECTIONS 307 AND 1002 OF THE INDENTURE
RANKING
The debt securities will be our unsecured and 1002unsubordinated obligations
and will rank equally with all of our other unsecured and unsubordinated
outstanding indebtedness. All debt securities issued under the Indenture)indenture will
rank equally with each other.
The Indentureindenture does not containlimit the amount of indebtedness that we may incur.
Unless the applicable prospectus supplement states otherwise, the debt
securities will not benefit from any provision that limits the ability of the
Company to incur indebtedness (either directlycovenant or through merger or
consolidation) orother provision that would
afford Holdersholders of Debt Securitiesthe debt securities protection in the event of a
highly leveragedhighly-leveraged transaction or similarother transaction involvingthat may adversely affect
holders of the Company,debt securities, except as described herein under "-- Limitations on
Liens" and "-- Merger and Consolidation." Reference is madeConsolidation".
6
Because we are a holding company and conduct our operations through our
Subsidiaries, holders of the debt securities will generally have a junior
position to claims of creditors of our operating Subsidiaries, except to the
Prospectus Supplement relating to the
seriesextent that our claims as a creditor of Debt Securities offered thereby for information with respect to any
deletions from, modifications of, or additions to, the Events of Default or
covenants thatour Subsidiaries may be included in the terms of such series of Debt Securities,
including any addition of a covenant or other provision providing event risk or
similar protection.
Under the Indenture, the Company will have the ability, in addition to the
ability to issue Debt Securities with terms different from those of Debt
Securities previously issued, to "reopen" a previous issue of a series of Debt
Securities and issue additional Debt Securities of such series.recognized.
LIMITATIONS ON LIENS
The Indentureindenture provides that neither the Companywe nor a Subsidiary shallany of our Subsidiaries may
create, assume or sufferallow to exist, except in favor of the Companyus or aone of our
Wholly-owned Subsidiary,Subsidiaries, any Mortgage uponon any of itsour property or their
property, withoutunless the debt securities will be secured equally and ratably securing the Debt Securities, but thisratably. This
restriction does not apply to, certain permitted encumbrances described in the Indenture, including,
without limitation, (a) Mortgagesamong other things:
o any Mortgage existing on May 1, 1997, (b)1999;
o any MortgagesMortgage on properties or assets, in addition to those otherwise
permitted, securing Indebtedness which at the time incurred does not,
together with all other Indebtedness so secured and not otherwise
permitted, exceed in the aggregate 10% of Consolidated Net Worth, (c)Worth;
o any MortgagesMortgage on properties or assets securing Indebtedness of Subsidiaries,any
Subsidiary, created in the ordinary course of business by such
Subsidiaries,the Subsidiary,
if, as a matter of practice, such Subsidiaries prior tothe Subsidiary, before becoming Subsidiariesa
Subsidiary, had incurred Indebtedness on a secured basis, (d) purchase money
Mortgagesbasis;
o any Mortgage on our property or the property of any of our
Subsidiaries if the principal amount of the Indebtedness securing the
Mortgage does not exceed 75% of the cost of the property and if the
Mortgage is:
o a Mortgage on property acquired or constructed by the Companyus or any of itsour
Subsidiaries after May 1, 19971999, which Mortgage is:
o a purchase money Mortgage created to secure the purchase price
thereofof the property (or to secure Indebtedness incurred for the
purpose of financing the acquisition or construction 6
thereof)of the
property), Mortgagesor
o a Mortgage existing on anythe property at the time of acquisition,
Mortgageswe acquired it,
or
o a Mortgage existing on any property of any corporation at the time
it becomes a Subsidiary, and anyor
o a Mortgage with respect to property acquired after May 1, 1997, in any amount (with respect to any Mortgage described in this clause (d))
not exceeding 75% of the cost of any property, including improvements thereon,
so acquired or constructed, (e)1999;
o refundings or extensions of any permitted Mortgage,Mortgage; and
(f)o any Mortgage created by the Companyus or any Subsidiary in connection with a
transaction intended by the Companyus or suchthe Subsidiary to be one or more sales of
properties or assets, of the Company or such Subsidiary;
provided that suchthe Mortgage shall only applyapplies to the
properties or assets involved in suchthe sale or sales, the income therefromfrom those
properties or assets and/or the proceeds thereof. (Sectionof those properties or assets.
SECTION 1007 of the Indenture)OF THE INDENTURE
"Mortgage" means any mortgage, pledge, lien, security interest,
conditional sale or other title retention agreement or other similar
encumbrance. (SectionSECTION 101 of the Indenture)OF THE INDENTURE
EVENTS OF DEFAULT, NOTICE AND WAIVER
Unless otherwise indicated in the Prospectus Supplementprospectus supplement relating to a
particular series of Debt Securities,debt securities, if an Event of Default with respect to any
Debt Securitiesdebt securities of any series Outstanding under the Indenture shall occuroccurs and beis continuing, the Trustee or the
Holdersholders of at least 25% in aggregate principal amount of the Debt Securitiesoutstanding debt
securities of that series Outstanding may declare, by notice as provided in the Indenture,indenture,
the principal amount, (or suchor a lesser amount as may
beif provided for in the Debt Securitiesdebt securities
of that series)series, of all the Debt
Securitiesdebt securities of that series Outstanding to be due and payable
immediately;
provided, thatimmediately. However, in the case of an Event of Default involving certain
events in bankruptcy, insolvency or reorganization, acceleration is automatic; and,
provided further, that ifwill occur
automatically. If all Events of Default with respect to Debt Securitiesdebt securities of that
series shall have been cured or waived, as hereinafter provided, and all amounts due otherwise than on accountbecause of
suchthe acceleration shall have been paid or deposited with the Trustee, the
Holders7
holders of a majority in aggregate principal amount of the Debt Securitiesoutstanding debt
securities of that series then Outstanding may rescind and
annul suchthe acceleration and its consequences.
(SectionSECTION 502 ofOF THE INDENTURE
If the Indenture)
Upon acceleration of the Maturitymaturity of Original Issue Discount Securities is accelerated, an
amount less than the principal amount thereof will becomebe due and payable. Reference is made toWe will describe
the Prospectus Supplement relating to any Original Issue
Discount Securities for the particular provisions relating to acceleration of the Maturity thereof. Any past default undermaturity of Original Issue
Discount Securities in the Indenture with respect to Debt
Securities of any series, and any Event of Default arising therefrom, may be
waived by the Holdersapplicable prospectus supplement.
The holders of a majority in aggregate principal amount of the Debt
Securitiesoutstanding
debt securities of sucha series Outstanding undermay waive any past default with respect to the Indenture,debt
securities of that series, and any Event of Default arising from a past default,
except in the case of
(i)of:
o a default in the payment of the principal of or any premium or
interest on any Debt Securitiesdebt security of such seriesthat series; or
(ii)o a default in respect of a covenant or provision whichthat may not be
amended or modified without the consent of the Holderholder of each
Outstanding Debt Securityoutstanding debt security of such series affected. (Sectionthat series.
SECTION 513 OF THE INDENTURE
"Event of Default" means the Indenture)
Eachoccurrence and continuance of any of the
following constitutes an Event of Defaultevents with respect to eacha series of Debt Securities under the Indenture: (a) default in the payment ofdebt securities:
o failure to pay when due any interest uponon any Debt Securitydebt security of suchthat
series, when such interest becomes due
and payable, and continuance of such defaultcontinued for a period of 30 days;
(b)
default in the payment ofo failure to pay when due the principal of and any premium on any Debt Securitydebt
security of such seriesthat series;
o failure to deposit when it becomes due and payable, whether at the Stated Maturity,
upon redemption or repayment, by acceleration or otherwise; (c) default in the
making of any sinking fund payment on any Debt Securitydebt
security of suchthat series;
(d)
default ino failure to perform when required any other covenant that applies to
the performance or breachdebt securities of any covenant or warranty of the Company
contained in the Indenture for the benefit of such series or in the Debt
Securities of suchthat series and the continuance of such default or breachthat failure for
90 days after written notice has been given as provided in the Indenture; (e)indenture;
o acceleration of the maturityany of our indebtedness for money borrowed of the Company in a principal amount in
excess of $25,000,000 if suchthe acceleration is not rescinded or annulled,
or suchthe indebtedness is not discharged, within 15 days after written
notice as provided in the Indenture; (f)indenture;
o certain events in bankruptcy, insolvency or reorganization; and
(g)o any other Event of Default that may be provided with respect to the
Debt Securitiesdebt securities of suchthat series.
(SectionSECTION 501 of the Indenture)OF THE INDENTURE
The Trustee is required, within 90 days after the occurrence of any
continuing default that it knows of, to notify the holders of the applicable
series of debt securities of the default. However, unless the default is a
payment default,
with respect to the Debt Securities of any series which is known to the Trustee and is continuing (without regard to any grace period or notice requirements),
to give tomay withhold the Holders of the Debt Securities of such series notice of such
default; provided, however, that, except in the case of a default in the payment
of the principal of or any premium or
7
interest on any Debt Securities of such series or in the payment of any sinking
fund installment with respect to the Debt Securities of such series, the Trustee
shall be protected in withholding such notice if it in good faith
determinesdecides that the withholding of suchthe notice is in the interests of the Holders of the
Debt Securities of such series; and provided further that,holders' interests. In addition,
in the case of any default referred to in clause (d) of the precedingfourth event listed in the
previous paragraph, with respect to the Debt Securities of such series, no suchTrustee will not give notice to Holders shall be givenholders until at least
30 days after the occurrence thereof. (Sectiondefault occurs. SECTION 602 of the Indenture)
The Trustee, subjectOF THE INDENTURE
Subject to its duties during defaultduty to act with the required standard of care may require indemnification byin the Holderscase
of the Debt
Securities of any series with respect to which a default, has occurred before
proceedingthe Trustee is not obligated to exercise any rightof its rights or
powerpowers under the Indentureindenture at the request, order or direction of any holders of
debt securities unless the Holders ofholders offer the Debt Securities of such series. (SectionsTrustee reasonable indemnification.
SECTIONS 601 andAND 603 of the
Indenture) SubjectOF THE INDENTURE If reasonable indemnification is provided,
then, subject to such right of indemnification and to certain other limitations, the Holdersholders of a majority in aggregate
principal amount of the Outstanding Debt Securitiesoutstanding debt securities of any series may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred onof the Trustee, with respect to
the Debt
Securitiesdebt securities of suchthat series. (SectionSECTION 512 of the Indenture)OF THE INDENTURE
8
No Holderholder of a Debt Securitydebt security of any series may institute any action against
the Companyus under the Indenture (exceptindenture, except actions for payment of overdue principal of,
premium, if any, or interest on such Debt Security) unlessthat debt security, unless:
o the Holdersholder has previously given written notice to the Trustee of a
continuing Event of Default with respect to that series of debt
securities;
o the holders of at least 25% in aggregate principal amount of the
Debt Securitiesoutstanding debt securities of that series then Outstanding under the Indenture shall have requestedpreviously made a
written request of the Trustee to institute suchthat action and offered to
the Trustee reasonable indemnity against the costs, expenses and
liabilities to be incurred in compliance with such
request andthe request;
o the Trustee shallhas not have instituted suchthe action within 60 days of such request. (Sections 507the
notice, request and 508offer of indemnity; and
o the Trustee has not received any inconsistent written request within
that 60 day period from the holders of a majority in aggregate
principal amount of the Indenture)outstanding debt securities of that series.
SECTIONS 507 AND 508 OF THE INDENTURE
The Company is requiredindenture requires us to furnish annuallydeliver to the Trustee annual statements as to
the Company'sour compliance with all conditions and covenants under the Indenture.
(Sectionindenture. SECTION
1005 of the Indenture)OF THE INDENTURE
MERGER AND CONSOLIDATION
The Company mayindenture generally permits us to consolidate with, merge with or into,
or sell or convey all or substantially all of itsour assets to, any other
corporation association,
company or business trust, provided that (a) (i) inentity if:
o either (1) we are the casesurvivor of a merger, the
Company is the surviving company in the merger or (ii)(2) the entity survivingthat
survives the merger or is formed by suchthe consolidation or which acquires suchour
assets shall be a
corporation, association, company or business trustis organized and existing under the laws of Thethe United States of America or
a state thereofany State and shall expressly
assume payment of the principal of and any premium and interest on the Debt
Securities and the performance and observance ofassumes all of theour obligations and covenants of the
Indenture and the Debt Securities to be performed or observed by the Company and
(b) the Company or such successor entity, as the case may be, shall not
immediately thereafter be in default in the performance or observance of any
such covenant under the
Indentureindenture, including payment obligations; and
o immediately after the Debt Securitiestransaction, no Event of Default exists and shall not
immediately thereafter have outstanding (or otherwiseno
event exists which, with the giving of notice or passage of time or
both, would be liable for) any
Indebtedness secured by a Mortgage not permitted by the provisionsan Event of the
Indenture relating to limitations on liens or shall have secured the Debt
Securities equally and ratably with (or prior to) any Indebtedness secured by
any Mortgage not so permitted. (SectionDefault.
SECTION 801 of the Indenture)OF THE INDENTURE
MODIFICATION AND WAIVER
Modification and amendment of the IndentureThe indenture may be made by the Company and
the Trusteemodified or amended with the consent of the Holdersholders of
a majority in aggregate principal amount of the Outstanding Debt Securitiesoutstanding debt securities of
each series affected thereby,
provided thatby the modification or amendment. However, unless each
holder to be affected by the proposed change consents, no such modification or
amendment may, without the consent of the
Holder of each Outstanding Debt Security affected thereby, (a)may:
o change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any Outstanding Debt Security; (b)outstanding debt security;
o reduce the principal amount of, or the rate or amount of interest on,
or any premium payable with respect to, any Debt
Security; (c)debt security;
o reduce the amount of principal of an Original Issue Discount Security
that would be due and payable upon acceleration of the Maturity thereofOriginal Issue
Discount Security or that would be provable in bankruptcy;
(d)o adversely affect any right of repayment at the option of the Holderholder of
any Debt Security; (e)debt security;
o change the places or currency of payment of the principal of, or any
premium or interest on, any Debt Security; (f)debt security;
o impair the right to institute suitsue for the enforcement of any such payment of
principal of, or any premium or interest on, any debt security on or
after the Stated Maturity, or any date of
8the payment is due;
9
redemption or repayment, thereof; (g)o reduce the above-stated percentage in aggregate principal amount of Outstanding Debt Securitiesoutstanding debt
securities of any series necessary toto:
o modify or amend the Indentureindenture with respect to suchthat series,
or reduce
the percentage of Outstanding Debt Securities of any series necessary too waive any past default or compliance with certain restrictive
provisions, to less thanor
o constitute a majority in aggregate principal amount of such series, or reduce certain
requirements of the Indenture for quorum or voting;take action at a meeting; or
(h)o otherwise modify the provisions of the Indenture described in this paragraphindenture concerning modification
or those regardingamendment or concerning waiver of compliance with certain provisions
of, or certain defaults and their consequences under, the Indenture,indenture,
except toto:
o increase the percentage of Outstanding Debt Securitiesoutstanding debt securities necessary to
modify andor amend the Indentureindenture or to give any suchthe waiver, and except toor
o provide that certain other provisions of the Indentureindenture cannot be
modified or waived without the consent of the Holderholder of each
Outstanding Debt Securityoutstanding debt security affected thereby.by the modification or waiver.
SECTION 902 OF THE INDENTURE
The Holdersholders of a majority in aggregate principal amount of the
Outstanding Debt Securitiesoutstanding debt securities of any series may waive compliance by the Companyour obligation to comply
with certain restrictive provisions applicable to suchthe series. (Sections 902 andSECTION 1008 of the Indenture)
Modification and amendment of the IndentureOF
THE INDENTURE
The indenture may be made by the Company and
the Trusteemodified or amended without the consent of any
Holderholder of Outstanding Debt Securities,outstanding debt securities for any of the following purposes:
(a)o to evidence the succession ofthat another corporationentity is our successor and has assumed
our obligations with respect to the Company and the assumption of the covenants of the Company;
(b)debt securities;
o to add to theour covenants of the Company for the benefit of the Holdersholders of all or
any series of Debt Securitiesdebt securities or to surrender any rightof our rights or
power conferred
uponpowers under the Company; (c)indenture;
o to add any additional Events of Default with respect to all or any series of Debt Securities; (d)debt
securities;
o to change or eliminate any restrictions on the payment of the
principal of or any premium or interest on Debt Securities,any debt securities;
o to modify the provisions relating to global Debt Securities,debt securities, or to
permit the issuance of Debt Securitiesdebt securities in uncertificated form, provided any
such action does not adversely affectso
long as in either case the interests of the Holdersholders of the Debt
Securities of any seriesdebt
securities are not adversely affected in any material respect;
(e)o to add to, change or eliminate any provision of the Indenture, provided that such amendment shall
become effective only ifindenture, so
long as either (1) there is no Outstanding Debt Securityoutstanding debt security of any
series entitled to the benefit of suchthe provision or such(2) the
amendment does not apply to any then Outstanding Debt Security; (f)outstanding debt security;
o to secure the Debt Securities pursuant
to the requirements of the Indenture or otherwise; (g)debt securities;
o to establish the form or terms of the Debt Securitiesdebt securities of any
series;
(h)o to provide for the acceptanceappointment of
appointment by a successor Trustee with respect
to the Debt Securitiesdebt securities of one or more series and to add to or change
any of the provisions as shall be necessary
to provide for or facilitate the administration of the trusts
under the Indentureindenture by more than one Trustee;
(i)o to provide for the discharge of the Indentureindenture with respect to the
Debt Securitiesdebt securities of any series by the deposit in trust of monies money
and/or Government Obligations in trust; (j)(see "-- Satisfaction and
Discharge");
o to change the conditions, limitations and restrictions on the
authorized amount, terms or purposes of issuance of the Debt Securities;debt
securities; or
(k)o to cure any ambiguity, defect or inconsistency in the Indentureindenture or
to make any other provisions with respect to matters or questions
arising under the Indenture, provided suchindenture, so long as the action does not
adversely affect the interests of the Holdersholders of the Debt Securitiesdebt securities
of any series in any material respect.
(SectionSECTION 901 of the Indenture)OF THE INDENTURE
10
SATISFACTION AND DISCHARGE
Unless the Prospectus Supplementprospectus supplement relating to a particular series of Debt
Securities specifiesdebt
securities states otherwise, the Company andwe may enter into a supplemental indenture with the
Trustee without the consent of any Holderholder of Outstanding Debt Securities, may execute a supplemental
indentureoutstanding debt securities to
provide that the Companywe will be discharged from any and allour obligations in respect of the Debt Securitiesdebt
securities of any series, (exceptexcept for certain obligations to register the transfer or
exchange of Debt Securities,debt securities, to replace stolen, lost or mutilated Debt Securities,debt
securities, to maintain paying agencies and to hold moneys for payment in trust)trust.
The discharge would be effective on the 91st day after the irrevocablewe deposit in trust with
the Trustee in trust, of money and/or Government Obligations or a combination
thereof, which through the payment of interest and principal thereof in
accordance with their terms will provide money in an amount sufficient to pay the principal
of, any premium and interest on, and any mandatory sinking fund payments in
respect of, the Debt Securitiesdebt securities of suchthe applicable series on the dates suchthe
payments are due in accordance with the terms of the Indenture and such Debt
Securities. Such adue. The supplemental indenture may only be executed if certain
conditions have been satisfied, including that the Company haswe have received from, or there
has been published by, the United States Internal Revenue Service a ruling, or
if there has been a change in the
9
applicable federal income tax law, in either
case, to the effect that such athe discharge will not cause the Holdersholders of the Debt Securitiesdebt
securities of suchthe series to recognize income, gain or loss for federal income
tax purposes; andpurposes. In addition, the provisions of such athe supplemental indenture shallwill not
be applicableapply to any series of Debt Securitiesdebt securities then listed on the New York Stock
Exchange if the provisions would cause the Outstanding Debt Securitiesoutstanding debt securities of suchthe
series to be delisted. (SectionSECTION 901 ofOF THE INDENTURE
In addition to the Indenture)
The Indenture provides that, whenabove provisions, we will be released from any further
obligations under the conditions set forth in Section 401
thereof have been satisfiedindenture with respect to a series of Debt Securities, upondebt securities,
except for obligations to register the request of the Company, the Indenture will cease to be of further effect
with respect to such series (except as to any surviving right of registration of transfer or exchange of Debt Securities expressly provided for therein). Suchdebt securities
and certain obligations to the Trustee, when certain conditions include that (i)are satisfied
including that:
o all Debt Securitiesdebt securities of suchthe series issued under the
Indenture either shall have been delivered to the
Trustee for cancellation or shall beare due, or are to be called for
redemption, within one yearyear; and
(ii)o with respect to all Debt Securitiesdebt securities of suchthe series issued under the Indenture but not previously
delivered to the Trustee for cancellation, there shallwe have been
irrevocably deposited in trust
with the Trustee in trust, money and/or Government Obligations or a combination thereof, which through the payment of interest and
principal thereof in accordance with their terms will provide money in an amount sufficient to pay
the principal of, and any premium and interest on, all such
Debt Securitiesthose debt securities
on the dates suchthe payments are due in accordance with the terms
of the Indenture and such Debt Securities. (Sectiondue.
SECTION 401 of the Indenture)OF THE INDENTURE
DEFEASANCE OF CERTAIN COVENANTS
Unless otherwise provided in the Prospectus Supplementprospectus supplement relating to a series
of Debt Securities, the Companydebt securities, we will have the option to omitcease to comply with the
covenants described under "-- Limitations on Liens" above if applicable, and any additional
covenants not included in the original Indentureindenture that may be specified as applicable to such series in the
Prospectus Supplement with respect
thereto. The Company, in order toseries. To exercise suchthis option, we will be required to irrevocably deposit in trust with
the Trustee in trust, money and/or Government Obligations
or a combination thereof, which through the payment of interest and principal
thereof in accordance with their terms will provide money in an amount sufficient to pay the principal
of, any premium and interest on, and any mandatory sinking fund payments in
respect of, the Debt Securitiesdebt securities of suchthe applicable series on the dates suchthe
payments are due in accordance with the terms of the
Indenture and such Debt Securities. The Companydue. We will also be required to deliver to the Trustee an Opinionopinion
of Counsel to the effectcounsel that the deposit and related covenant defeasance will not cause the
Holdersholders of the Debt Securitiesdebt securities of suchthe series to recognize income, gain or loss
for federal income tax purposes. Such
covenant defeasance wouldWe will not be available in certain circumstances, including,permitted to exercise this
option with respect to any series of Debt Securities thendebt securities listed on the New York
Stock Exchange if suchthe defeasance would cause the Outstanding Debt Securitiesoutstanding debt securities of
suchthe series to be delisted. (SectionSECTION 1009 of the Indenture) The Prospectus Supplement
relating to a particular series of Debt Securities may describe further
provisions, if any, permitting such an omission to comply.OF THE INDENTURE
GLOBAL DEBT SECURITIES
The Debt Securitiesdebt securities of a series may be issued in whole or in part in the
form of one or more global Debt Securitiesdebt securities that will be deposited with, or on
behalf of, a depositary (the "Depository")depositary. Unless otherwise provided in the prospectus supplement
relating to such series. Unless and
until it is exchanged in whole or in part for the individual Debt Securities
represented thereby, a global Debt Security may not be transferred except as a
whole among the Depository, any successor Depository and their respective
nominees.
The specific terms of the depository arrangement with respect to a series of Debt Securitiesdebt securities, the depositary for each series of debt
securities represented by one or more global debt securities will be described in the Prospectus Supplement relating to
such series. Unless otherwise indicated in the applicable Prospectus Supplement,
the following provisions will apply to all depository arrangements.
Upon the issuance of a global Debt Security, theThe
Depository for such global
Debt Security orTrust Company, New York, New York ( "DTC"). We have been informed
by DTC that its nominee
11
will credit, on its book-entry registration and
transfer system,be Cede & Co. Accordingly, Cede & Co. is expected to be the respective principal amountsinitial
registered holder of the individual Debt
Securitiesall debt securities that are represented by suchone or more
global Debt Security to the accounts of persons
that have accounts with such Depository ("Participants"). Such accounts will
be designated by the underwriters or agents with respect to such Debt Securities
or by the Company if such Debt Securities are offered and sold directly by the
Company. Ownership of beneficial interests in a global Debt Security will be
limited to
10
Participants or persons that may hold interests through Participants. Ownership
of beneficial interests in such global Debt Security will be shown on, and the
transfer of that ownership will be effected only through, records maintained by
the applicable Depository or its nominee (with respect to interests of
Participants) and the records of Participants (with respect to interests of
persons other than Participants). The laws of some states may require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limitation and such laws may impair the ability to
transfer beneficial interests in a global Debt Security.debt securities.
So long as the Depository forDTC or a global Debt Security, or its nominee of DTC is the registered owner of sucha global Debt Security, such Depositorydebt
security, DTC or suchthe nominee, as the case may be, will be considered the sole
owner or Holderand holder of the Debt Securitiesdebt securities represented by suchthe global Debt Securitydebt security
for all purposes under the Indenture. (Sectionindenture. SECTION 308 of the Indenture)OF THE INDENTURE Except as provided below, ownersset
forth in this prospectus or in the prospectus supplement relating to that series
of debt securities, no person that acquires a beneficial interestsinterest in a global
Debt Securitydebt security will not be entitled to have
any of the individual Debt Securities of the series represented by such global
Debt Security registered in their names, will not receive or be entitled to receive physical delivery of such Debt Securities in definitive form, anda certificate
representing those debt securities or will
not be considered the ownersowner or Holders thereofholder of
the debt securities under the Indenture.indenture.
DTC has informed us that it is:
o a limited purpose trust company organized under the New York Banking
Law;
o a "banking organization" within the meaning of the New York Banking
Law;
o a member of the Federal Reserve System;
o a "clearing corporation" within the meaning of the New York Uniform
Commercial Code; and
o a "clearing agency" registered under the provisions of Section 17A
of the Securities Exchange Act.
DTC has also informed us that it:
o holds securities that its "participants" deposit with it; and
o facilitates the settlement among participants of securities
transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in participants'
accounts, thereby eliminating the need for the physical movement of
securities certificates.
Firms that maintain accounts with DTC are referred to as "participants"
of DTC. They include securities brokers and dealers, banks, trust companies,
clearing corporations and other organizations. Firms that are not participants
themselves but that clear transactions through, or maintain a custodial
relationship with, a participant, either directly or indirectly, are referred to
as "indirect participants" of DTC. The rules applicable to DTC and its
participants are on file with the SEC. DTC is owned by a number of its
participants and by the New York Stock Exchange, the American Stock Exchange and
the NASD.
Payments of the principal of, premium, if any, and interest, if any, on
individual Debt Securitiesdebt securities represented by a global Debt Security registered in
the name of a Depository or its nomineedebt security will be made to the DepositoryDTC or its
nominee as the case may be, as the registered owner of the global Debt Security
representingdebt security. DTC has advised us
that its practice is to credit participants' accounts, upon DTC's receipt of
funds, on the payable date in accordance with the participants' respective
holdings shown on DTC's records. Payments by participants to beneficial owners
of the debt securities will be governed by standing instructions and customary
practices, as is the case with securities registered in "street name".
Payments to DTC or its nominee are our responsibility. Disbursement of such
Debt Securities.payments to participants is the responsibility of DTC, and disbursement of
payments to the beneficial owners is the responsibility of participants and
indirect participants. Neither the Company,we, the Trustee, any Paying
Agent,paying agent nor the
Security Registrarsecurity registrar for such Debt Securitiesthe debt securities will have any responsibility or
liability for any aspect of the records relating to, or payments made on account
of, beneficial ownership interests of thein a global Debt
Security for such Debt Securitiesdebt security or for maintaining,
supervising or reviewing any records relating to suchthe beneficial ownership
interests. (SectionSECTION 308 OF THE INDENTURE
Persons that are not participants or indirect participants may buy, sell or
otherwise transfer ownership of the
Indenture)
The Company expects that the Depository for a series of Debt Securities, or its nominee, upon receipt of any payment of principal, premium or interestinterests in respect ofdebt securities represented by a
global Debt Security representing anydebt security only through participants or indirect participants.
Participants will receive credit for the debt securities on DTC's records and
indirect participants will receive credit for the debt securities on
participants' records. In
12
turn, the ownership interest of such Debt Securities,each beneficial owner will immediately credit Participants' accounts with payments in amounts proportionate
to their respective beneficial interests in the principal amount of such global
Debt Security for such Debt Securities as shownbe recorded on the
records of the participant or indirect participant through which the beneficial
owner purchased its interest. Beneficial owners will not receive written
confirmations from DTC of their purchases, but should receive written
confirmations from the participants or indirect participants through which they
purchased their interests. Transfers of ownership interests in debt securities
represented by a global debt security are accomplished by entries made on the
books of the participants or indirect participants acting on behalf of the
beneficial owners.
The deposit of a global debt security with DTC and its registration in the
name of Cede & Co. do not change or affect beneficial ownership of the debt
securities. DTC has no knowledge of the actual beneficial owners of the debt
securities represented by a global debt security. DTC's records reflect only the
identities of the participants to whose accounts such Depositorydebt securities are
credited, which may or may not be the beneficial owners. The participants and
indirect participants are responsible for keeping records of their holdings on
behalf of their customers. Beneficial owners will not be recognized by us, the
security registrar, any paying agent, the Trustee or the depositary as
registered holders of the debt securities represented by a global debt security.
Beneficial owners that are not participants will be permitted to exercise
their rights as an owner only indirectly through participants or indirect
participants. Conveyance of notices and other communications by DTC to its
nominee.participants, by participants to indirect participants, and by participants and
indirect participants to beneficial owners, will be governed by arrangements
among them.
Because DTC can act only on behalf of participants, the ability of a
beneficial owner of debt securities represented by a global debt security to
pledge its beneficial ownership interest to persons or entities that do not
participate in the DTC system may be limited. The Company also expectslaws of some states may
require that payments by
Participants to ownerscertain purchasers of securities take physical delivery of the
certificates for the debt securities they purchase. These laws may reduce the
liquidity of beneficial interests in sucha global Debt Security held
through such Participantsdebt security.
DTC has advised us that it is aware that some computer applications,
systems and the like for processing data that are dependent upon calendar dates,
including dates before, on and after January 1, 2000, may encounter "Year 2000
problems". DTC has informed its participants and other members of the financial
community that it has developed and is implementing a program so that its
computer systems, as they relate to the timely payment of distributions
(including principal and interest payments) to securityholders, book-entry
deliveries, and settlement of trades within DTC, will be governed by standing instructionscontinue to function
appropriately. According to DTC, this program includes a technical assessment
and customary practices, asa remediation plan, each of which is nowcomplete, and a testing phase, which it
expects to complete within appropriate time frames.
However, DTC's ability to perform properly its services is also dependent
upon other parties, including but not limited to:
o issuers and their agents;
o participants and indirect participants;
o third-party vendors from whom DTC licenses software and hardware; and
o third-party vendors on whom DTC relies for information or the
case with securities registered in "street
name." Such paymentsprovision of services, including telecommunication and electrical
utility service providers, among others.
DTC has informed its participants and other members of the financial
community that it is contacting and will becontinue to contact third-party vendors
from whom it acquires services to impress upon them the responsibilityimportance of such
Participants.
Ifservices being Year 2000 compliant and to determine the Depositoryextent of their efforts
for Year 2000 remediation -- and, as appropriate, testing -- of their services.
In addition, DTC is in the process of developing contingency plans that it
considers appropriate.
13
According to DTC, the foregoing information with respect to DTC has been
provided to its participants and other members of the financial community for
informational purposes only and is not intended to serve as a representation,
warranty or contract modification of any kind.
We will issue individual certificated debt securities in exchange for the
global debt security of a series of Debt Securitiesonly if:
o DTC is at any time unwilling, unable or ineligible to continue as
depositary and we do not appoint a successor depositary is not
appointed by the Company within 90 days or if the Company executes and delivers
to the Trustee a Company Order to the effect that a global Debt Security shall
be exchangeable for certificated Debt Securities or if an Event of Default has
occurred and is continuing with respect to a series of Debt Securities, the
Company will issue individual certificated Debt Securities of such series in
definitive form in exchange for the global Debt Security or Debt Securities
representing such series of Debt Securities. (Section 305 of the Indenture)
Accordingly, the Company may at any time and in its sole discretion,days;
o subject to any limitations described in the Prospectus Supplement relating to such Debt
Securities, determine not to have any Debt Securities of a seriesapplicable prospectus
supplement, we decide that the debt securities no longer will be
represented by one or morea global Debt Securitiesdebt security and in such event, will issue individual
certificated Debt Securities of such series in definitive form in exchange forwe deliver to the Trustee an
order declaring that the global Debt Securitydebt security will be exchangeable for
certificated debt securities; or
Debt Securities representing sucho an Event of Default occurs and continues with respect to that series of
Debt
Securities. Indebt securities.
SECTION 305 OF THE INDENTURE
If any such instance,of these events occurs, we will issue the individual certificated
Debt Securities of
such series issueddebt securities to the participants specified by the Company will be issued to Participants, as directed by
the DepositoryDTC or its nominee, or to the
beneficial owners holding Debt
Securities of such series through such Participants, as directedspecified by such
Participants, all in accordance withthose participants, according to standing
instructions and customary practices as is now the case withfor securities registered in "street
name."
Certificated Debt Securitiesname". Except as described above, a global debt security may not be transferred
except as a whole by or among DTC, a nominee of such series so issued in definitive form will be
issued in denominations, unless otherwise specifiedDTC and/or a successor
depositary appointed by the Company, of $1,000
and integral multiples thereof.
11
Unless otherwise provided in the Prospectus Supplement relating to a series
of Debt Securities, the Depository for each series of Debt Securities
represented by one or more global Debt Securities will be The Depository Trust
Company, New York, New York ("DTC").us.
Although DTC has advisedagreed to the Company thatforegoing procedures in order to facilitate
transfers of beneficial interests in global debt securities among participants,
it is a
limited-purpose trust company organizedunder no obligation to perform or continue to perform these procedures,
which may be discontinued at any time. Neither we, the Trustee, the security
registrar nor any paying agent will have any responsibility or liability for the
performance by DTC or its participants or indirect participants of their
respective obligations under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Coderules and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds Securities that its Participants deposit with DTC and facilitates the
settlement among Participants of securities transactions in deposited securities
through electronic computerized book-entry changes in Participants' accounts,
thereby eliminating the need for physical movement of securities certificates.
Participants include securities brokers and dealers (which may include the
underwriters, dealers or agents, if any, involved in the offering of the
Securities), banks, trust companies, clearing corporations and certain other
organizations. DTC is owned by a number of its Participants and by the New York
Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Access to DTC's book-entry system is
also available to others, such as securities brokers and dealers, banks, and
trust companies that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly. The rules applicable to DTC and its
Participants are on file with the Commission.procedures governing their
operations. SECTION 308 OF THE INDENTURE
THE TRUSTEE UNDER THE INDENTURE
The CompanyWe and certain of itsour affiliates maintain banking and borrowing relations
with Citibank, N.A.
The First National Bank of Chicago.
The Indentureindenture provides that we may appoint an alternative Trustee may be appointed by the
Company with
respect to any particular series of Debt Securities.debt securities. Any such appointment will
be described in the Prospectus Supplementprospectus supplement relating to suchthat series of Debt Securities.
Thedebt
securities.
Unless we are in default, the Trustee prior to default, undertakesis required to perform only suchthose
duties as
are specifically set forthout in the Indenture and, afterindenture. After a default, the Trustee is
required to exercise the same degree of care as a prudent individual would
exercise in the conduct of his or her own affairs. Subject to such provision,these provisions,
the Trustee is under no obligation to exercise any of theits rights or powers vested in it byunder
the Indentureindenture at the request of any Holderholder of Debt Securities,debt securities, unless offeredthe holder
offers the Trustee reasonable indemnity by such Holder against the costs, expenses and
liabilities whichthat might be incurred thereby.in connection with the Trustee's exercise of
these rights or powers. The Trustee is not required to expendspend or risk its own
funds or otherwise incur financial liability in the performance ofperforming its duties if the
Trustee reasonably believes that repayment or adequate indemnity is not
reasonably assured to it. The Indentureindenture contains other provisions limiting the
responsibilities and liabilities of the Trustee. (SectionsSECTIONS 601 andAND 603 of the Indenture)
DESCRIPTION OF WARRANTS
The Company may issue, together with Debt Securities or separately,
Warrants for the purchase of Debt Securities. Each Warrant will entitle the
holder thereof to purchase Debt Securities of a particular series at such
exercise price as shall be set forth in, or be determinable as set forth in, the
Prospectus Supplement relating to the Warrants offered thereby. Warrants may be
issued independently or together with Debt Securities and may be attached to or
separate from such Debt Securities. Each series of Warrants may be issued under
a separate warrant agreement (each a "Warrant Agreement") to be entered into
between the Company and a bank or trust company designated in the applicable
Prospectus Supplement as warrant agent (the "Warrant Agent"). Each Warrant
Agent will act solely as the agent of the Company in connection with the
applicable Warrants and will not assume any obligation or relationship of agency
or trust for or with holders or beneficial owners of such Warrants.
If Warrants are offered, the applicable Prospectus Supplement will describe
the terms of such Warrants, the Warrant Agreement relating to such Warrants and
the certificates, if any, representing such Warrants, including the following,
where applicable: (1) the specific designation and number of such Warrants; (2)
the offering price, if any, of such Warrants; (3) the designation, aggregate
principal amount, denominations and terms of the Debt Securities purchasable
upon exercise of such Warrants and the
12
procedures and conditions relating to the exercise of such Warrants; (4) the
designation and terms of any related Debt Securities with which such Warrants
are issued and the number of such Warrants issued with each such Debt Security;
(5) the date, if any, on and after which such Warrants and the related Debt
Securities will be separately transferable; (6) the principal amount of Debt
Securities purchasable upon exercise of each such Warrant and the price at which
such principal amount of Debt Securities may be purchased upon such exercise and
whether such Debt Securities may be purchased for consideration other than cash;
(7) the date on which the right to exercise such Warrants shall commence and the
date on which such right shall expire; (8) any redemption or call provisions
applicable to such Warrants; (9) if the Debt Securities purchasable upon
exercise of such Warrants are Original Issue Discount Securities, a discussion
of certain Federal income tax considerations applicable thereto; (10) the place
or places where the certificates, if any, representing such Warrants may be
transferred and registered; (11) information with respect to book-entry
procedures, if any; and (12) any other material terms of such Warrants.THE
INDENTURE
PLAN OF DISTRIBUTION
GENERAL
The CompanyMETHODS OF DISTRIBUTION
We may sell Securitiesthe debt securities:
o to or through one or more underwriters or dealers;
o directly to other purchasers; and/or
o through agents;one or through any combination of such
methods of sale. Any such underwriter, dealer or agent involved in the offer and
sale of the Securities being offered will be named in an applicable Prospectus
Supplement or Prospectus Supplements (including any Pricing Supplement or
Pricing Supplements).more agents.
14
The distribution of the Securitiesdebt securities may be effectedoccur from time to time in one
or more transactions at a fixed price or prices, which may be changed, or at market prices
prevailing at the time of sale, at prices related to suchthe prevailing market
prices or at negotiated prices.
The prospectus supplement relating to a series of debt securities will
state:
o the name(s) of any underwriter(s), dealer(s) or agent(s) involved in
the offer and sale;
o the terms and manner of sale of the debt securities, including the
purchase price, the proceeds to us, any underwriting discounts and
other items constituting underwriters' compensation, any initial public
offering price and any discounts or concessions allowed or reallowed or
paid to dealers;
o the place and time of delivery of the debt securities; and
o any securities exchange on which the debt securities may be listed.
COMPENSATION AND INDEMNIFICATION OF UNDERWRITERS
In connection with the sale of Securities,debt securities, underwriters may receive
compensation from the Companyus or from purchasers of Securitiesdebt securities for whom they may act
as agents, in the form of discounts, concessions or commissions. Underwriters
may sell Securitiesdebt securities to or through dealers, and suchthe dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for whom they may act as
agent. Underwriters, dealers and agents that participate in the distribution of
Securitiesdebt securities may be deemedconsidered to be underwriters as defined in the
Securities Act of 1933, and any discounts or commissions received by them from
the Companyus and any profit on the resale of Securitiesdebt securities by them may be deemed to be
underwriting discounts and commissions under the Securities Act. Any
compensation paid by the Companythat we pay to underwriters, dealers or agents in connection with
thean offering of the Securities,debt securities, and any discounts, concessions or commissions
allowed by underwriters to participating dealers, will be described in an applicable Prospectus Supplement or Pricing Supplement.
Under agreements whichthe
prospectus supplement relating to the debt securities.
We may be entered into byagree to indemnify the Company, underwriters, dealers and agents who
participate in the distribution of Securities may be
entitled to indemnification by the Companydebt securities against and/or contribution by the
Company toward certain
liabilities, including liabilities under the Securities Act,Act. We also may agree
to contribute to the payment of those liabilities and to reimbursementreimburse them for
certain expenses.
CertainUnderwriters, dealers or agents participating in the offer or sale of the
underwriters, dealers or agentsdebt securities, and their associates, may be customers of ours, or may engage
in transactions with andor perform services for the Companyus or one or more of itsour
affiliates, in the ordinary course of business.
The specific terms and manner of sale, including the place and time of
delivery, of the Securities in respect of which this Prospectus is being
delivered will be set forth or summarized in the applicable Prospectus
Supplement.
The Company has reservedSALES THROUGH OUR AFFILIATE
We reserve the right to sell the Securitiesdebt securities through our affiliate,
American General Securities Incorporated ("AGSI"), an affiliate of the Company which may, as an agent
acting on a best efforts basis, solicit offers to purchase the
Securitiesdebt securities in
those jurisdictions where it is authorized to do so. No
commissions will be payable to AGSI. AGSI is registered in all
states and primarily sells retail securities products (stocks, bonds, options,
mutual funds, variable insurance products and direct participation 13
programs)
through independent contractor registered representatives. AGSI also underwrites
certain variable insurance products issued by its parent company, American
General Life Insurance Company.
To the extent AGSI participates in the
solicitation of offers to purchase the Securities, such solicitation will be
done by full-time employees of AGC who are registered representatives of AGSI.
These employees would not be compensated by AGSI but would receive their regular
salary for the performance of their duties with AGC. The Company intends to pay
all direct expenses associated with sales of Securities through AGSI. TheEach initial offering of the Securitiesdebt securities will be conducted in
compliance with any applicablethe requirements of Conduct Rule 2720 of the National Association of Securities
Dealers, Inc. ("NASD")NASD regarding the
distribution by an NASD member firm of the securities of an affiliate. In
accordance with such Rule 2720, underwriters, dealers and agents who participate in
the distribution of Securities willthe debt securities may not engage in transactions in
Securitiessecurities for any discretionary account without the prior specific written approval of
the customer.
Following the initial distribution of any debt securities, AGSI may engage
in market-making transactions in those debt securities. AGSI may act as
principal or agent in these transactions and may make any sales at varying
prices related to prevailing market prices at the time of sale or otherwise.
15
AGSI may use this prospectus in connection with these transactions. AGSI is not
obligated to make a market in any of the debt securities and may discontinue any
market-making activities at any time without notice.
DELAYED DELIVERY ARRANGEMENTS
If so indicatedstated in a Prospectus Supplement, the Companyprospectus supplement, we will authorize underwriters,
dealers or other persons acting as the Company'sour agents to solicit offers by certain
institutions to purchase Securitiesdebt securities from the Company pursuant
tous under contracts providing for
payment and delivery on a future date. Institutions
with which suchThe contracts may be made includewith commercial
and savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others,other institutions, but in all cases
such purchases by
institutionsthese contracts must be approved by the Company.us. The institution's obligations of any purchaser
under any suchthe
contract will be subject to the condition that the purchase of the Securities shall notdebt
securities at the time of delivery beis not prohibited under the laws of the
jurisdiction to which such purchaserthe institution is subject. The underwriters and suchthe other
agents will not have any responsibility in respect offor the validity or performance of suchthe
contracts.
LEGAL OPINIONS
Unless otherwise indicatedstated in a Prospectus Supplement,prospectus supplement, Baker & Daniels,
Indianapolis, Indiana, will pass upon the validitylegality of each issue of the Securitiesdebt
securities for us and Brown & Wood LLP, New York, New York, will be passedpass upon for the Company by Baker & Daniels,
Indianapolis, Indiana, and
certain legal matters relating to the Securities
offered hereby will be passed upondebt securities for any underwriters,
dealers or agents of a particular issue of Securities by Brown & Wood LLP, New York, New York.debt securities. Brown & Wood LLP may
rely as to matters of Indiana law on the opinion of Baker & Daniels. Tibor D.
Klopfer, a partner of Baker & Daniels, is a director of AGF Funding, Inc., an indirectone
of our wholly-owned subsidiary of the Company.subsidiaries.
EXPERTS
TheErnst & Young LLP, our independent auditors, audited our consolidated
financial statements of the Company and its subsidiaries
appearingincluded in the Company'sour Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 have been audited1998. Their audit report on our consolidated financial
statements is included in our Annual Report on Form 10-K and, together with the
rest of our Annual Report on Form 10-K, is incorporated by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference.reference into this
prospectus. See "Incorporation by Reference." Suchof Information We File with the SEC". Those
audited consolidated financial statements are, and our audited consolidated
financial statements to be includedthat we include in subsequently filed documentsour future SEC filings under the
Securities Exchange Act will be, incorporated hereininto this prospectus in reliance
upon the audit reports of Ernst & Young LLP pertaining to such consolidated financialthose statements (to
the extent covered by consents filed with the Commission)SEC) given upon the authority of
suchthat firm as experts in accounting and auditing.
1416
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following are the estimated expenses to be incurred by the registrant
in connection with the offering described in this Registration Statementregistration statement (other
than underwriting discountdiscounts and commissions).
SEC registration fee................. $ 909,091
NASD registration fee................ 30,500
Printing............................. 95,000
Legal fees and expenses.............. 150,000
Accounting fees and expenses......... 200,000
Trustee's fees and expenses.......... 70,000
Rating agency fees................... 730,000
Miscellaneous........................ 20,409
------------
Total...................... $ 2,205,000
SEC registration fee................. $ 834,000
NASD registration fee................ 30,500
Printing............................. 95,000
Legal fees and expenses.............. 150,000
Accounting fees and expenses......... 210,000
Trustee's fees and expenses.......... 75,000
Rating agency fees................... 750,000
Miscellaneous........................ 5,500
------------
Total...................... $ 2,150,000
============
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Chapter 37 of the Indiana Business Corporation Law empowers a corporation
to indemnify any individual who was or is a party or is threatened to be made a
party to any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative and whether formal or
informal, by reason of the fact that he is or was a director, officer, employee
or agent of the corporation or, while a director of a corporation, is or was
serving at the request of the corporation as a director, officer, partner,
member, manager, trustee, employee or agent of another foreign or domestic
corporation, partnership, limited liability company, joint venture, trust,
employee benefit plan or other enterprise, whether for profit or not, against
reasonable expenses (including counsel fees), judgments, fines (including any
excise tax assessed with respect to an employee benefit plan), penalties and
amounts paid in settlement incurred by him in connection with such action, suit
or proceeding if (i) if he acted in good faith, and (ii) in the case of conduct in
his official capacity with the corporation, if he reasonably believed his conduct
was in the best interests of the corporation or, in all other cases, if he
reasonably believed his conduct was at least not opposed to the best interests
of the corporation (or with respect to an employee benefit plan, if he reasonably
believed his conduct was in the interests of the participants in and
beneficiaries of the plan), and (iii) with respect to any criminal action or
proceeding, if he had reasonable cause to believe his conduct was lawful or no
reasonable cause to believe his conduct was unlawful.
Chapter 37 further provides that a corporation shall, unless limited by its
articles of incorporation, indemnify a director or officer who was wholly
successful, on the merits or otherwise, in the defense of any action, suit or
proceeding to which he was a party because he is or was a director or officer of
the corporation against reasonable expenses incurred by him in connection
therewith. Chapter 37 expressly states that the indemnification thereby provided
does not exclude any other rights to indemnification to which a person may be
entitled. Chapter 37 empowers a corporation to purchase and maintain insurance
on behalf of an individual who is or was a director, officer, employee or agent
of the corporation, or who, while a director, officer, employee or agent of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, member, manager, trustee, employee or agent of another foreign
or domestic corporation, partnership, limited liability company, joint venture,
trust, employee benefit plan or other enterprise, against liability asserted
against or incurred by the individual in that capacity or arising from the
individual's status as a director, officer, member, manager, employee or agent,
whether or not the corporation would have power to indemnify
II-1
the individual against the same liability under Chapter 37. Finally, Chapter 37
empowers a corporation, under certain circumstances, to advance to an individual
expenses incurred in connection with an action, suit or proceeding prior to the
final disposition thereof;thereof, and empowers a court of competent jurisdiction, in
certain
II-1
cases, to order indemnification of a director or officer irrespective of
whether the director or officer met the standards of conduct set forth above.
Section 7.8 of the registrant's Restated Articles of Incorporation provides
that, to the extent not inconsistent with applicable law, every person who is or
was a director, officer, employee or agent of the registrant or is or was
serving at the request of the registrant as a director, officer, employee, agent
or fiduciary of another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other organization or entity, whether
for profit or not, shall be indemnified against all liability and reasonable
expense that may be incurred by him in connection with or resulting from any
claim by reason of (i) his being or having been such a person, or (ii) any
action taken or not taken by him in any such capacity (a) if such person is
Wholly Successful with respect to the claim or (b) if not Wholly Successful,
then if such person is determined to have acted in good faith, in what he
reasonably believed to be the best interests of the registrant or at least not
opposed to its best interests and, in addition, with respect to a criminal
claim, is determined to have had reasonable cause to believe that his conduct
was lawful or had no reasonable cause to believe his conduct was unlawful.
Section 7.8 defines "Wholly Successful" to mean (i) termination of any claim
against the person in question without any finding of liability or guilt against
him, (ii) approval by a court, with knowledge of the indemnity provided in
Section 7.8, of a settlement of any claim, or (iii) the expiration of a
reasonable period of time after the making or threatened making of any claim
without the institution of the same, without any payment or promise made to
induce a settlement.
Section 7.8 provides that the rights of indemnification provided therein
are in addition to any rights to which any such director, officer, employee or
agent may otherwise be entitled. Additionally, Section 7.8 authorizes the Board
of Directors of the registrant (i) to approve indemnification of any such person
to the full extent permitted by the provisions of applicable law at the time in
effect, and (ii) to authorize the registrant to purchase and maintain insurance
on behalf of any such person against any liability asserted against him and
incurred by him, whether or not the registrant would have the power to indemnify
him against such liability. Section 7.8 permits the Board of Directors to
authorize advancement of expenses incurred by such a person prior to the final
disposition of a claim upon receipt of an undertaking by or on behalf of the
person to repay such amount unless he is determined to be entitled to
indemnification. The provisions of Section 7.8 are applicable to all claims made
or commenced after the adoption of that section, whether arising from acts or
omissions to act occurring before or after the adoption thereof.
Article X of the registrant's By-Laws provides that the registrant shall
indemnify any person who was or is a named defendant or respondent or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, and any inquiry or investigation that could lead to such an
action, suit or proceeding, by reason of the fact that he is or was a director,
officer or employee of the registrant or is or was serving at the request of the
registrant as a director, officer, partner, venturer, proprietor, trustee,
employee or similar functionary of another foreign or domestic corporation or
non-profit corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan or other enterprise, against judgments, penalties
(including excise and similar taxes), fines, amounts paid in settlement and
reasonable expenses (including court costs and attorneys' fees) actually
incurred by him in connection with such action, suit or proceeding, if he acted
in good faith and in a manner he reasonably believed (i) in the case of conduct
in his official capacity as a director of the registrant, to be in the best
interests of the registrant and (ii) in all other cases, to be not opposed to
the best interests of the registrant; and, with respect to any criminal action
or proceeding, if he had no reasonable cause to believe his conduct was
unlawful. In connection with any action, suit or proceeding in which the person
shall have been adjudged to be liable to the registrant or liable on the basis
that personal benefit was improperly received by him, whether or not the benefit
resulted from an action taken in the person's official capacity as a director or
officer, Article X (i) limits the
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indemnity to reasonable expenses (including court costs or attorneys' fees)
actually incurred in connection with such proceeding;proceeding, and (ii) prohibits the
indemnity if the person is found liable for willful or intentional misconduct in
the performance of his duty to the registrant. Article X further provides that
the registrant shall indemnify any such person who has been wholly successful,
on the merits or otherwise, in defense of any such action, suit or proceeding
against reasonable expenses (including court costs and attorneys' fees) actually
incurred by him.
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Article X also (1) requires the registrant to advance reasonable expenses
prior to the final disposition of the action, suit or proceeding under certain
circumstances, (2) states that the indemnification provided by Article X is (i)
nonexclusive and (ii) does not limit the power of the registrant to indemnify
and to advance expenses, and (3) empowers the registrant to purchase and
maintain insurance on behalf of any such person against any liability asserted
against him and incurred by him in such a capacity or arising out of his status
as such a person, whether or not the registrant would have the power to
indemnify him against that liability.
Reference is made to the final Undertakingundertaking set forth in Item 17.
Reference is also made to Section 6 of the form of Underwriting Agreement,
a copy of which is filed as Exhibit 1 hereto, for information concerning
indemnification of the registrant and its directors, officers, and controlling
persons by the Underwriters.underwriters.
The registrant carries insurance covering directors and officers against
certain liabilities.
ITEM 16. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
1 Form of Underwriting Agreement (including form of Pricing
Agreement and Delayed Delivery Contract) relating to the Debt
Securities.
4(a) Form of Indenture between the Company and The First National Bank
of Chicago, Trustee. The form or forms of Debt Securities with
respect to each particular offering will be filed as an exhibit to
a Current Report on Form 8-K and incorporated herein by reference.
4(b) Form of Warrant Agreement, including forms of Warrant
Certificates.
5 Opinion and consent of Baker & Daniels, special counsel for the
Company, as to the legality of the Securities.
12 Computation of Ratio of Earnings to Fixed Charges.
23(a) Consent of Baker & Daniels (contained in their opinion in Exhibit
5).
23(b) Consent of Ernst & Young LLP, Independent Auditors.
24 Powers of Attorney.
25 Form T-1 Statement of Eligibility of The First National Bank of
Chicago, Trustee under the Indenture.registration statement:
1 Form of Underwriting Agreement (including form of Pricing Agreement and Delayed Delivery Contract)
relating to the debt securities.
4 Form of indenture between American General Finance Corporation and Citibank, N.A., Trustee. The form
or forms of debt securities with respect to each particular offering will be filed as an exhibit to a
Current Report on Form 8-K and incorporated herein by reference.
5 Opinion and consent of Baker & Daniels, special counsel for American General Finance Corporation, as
to the legality of the debt securities.
12 Computation of Ratio of Earnings to Fixed Charges.
23(a) Consent of Baker & Daniels (contained in their opinion in Exhibit 5).
23(b) Consent of Ernst & Young LLP, Independent Auditors.
24 Powers of Attorney.
25 Form T-1 Statement of Eligibility of Citibank, N.A., Trustee under the indenture.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
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provided, however, that the undertakings set forth in clauses (i) and (ii) do
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered
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therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions set forth in Item 15 or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT OR AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF EVANSVILLE, STATE OF INDIANA, ON THE 10TH22ND DAY OF
JUNE, 1997.JULY, 1999.
AMERICAN GENERAL FINANCE CORPORATION
By JOHN S. POELKER
(JOHN S. POELKER,_______/S/__ROBERT A. COLE_________
(ROBERT A. COLE, SENIOR VICE
PRESIDENT AND
CHIEF FINANCIAL OFFICER)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT OR AMENDMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED ON JUNE 10, 1997.
Signature Title
--------- -----
Chief Executive
FREDERICK W. GEISSINGER* Officer, President and Director
(FREDERICK W. GEISSINGER) (principal executive officer)
Senior Vice President and Chief
JOHN S. POELKER Financial Officer and Director
(JOHN S. POELKER) (principal financial officer)
Controller and
GEORGE W. SCHMIDT* Assistant Secretary
(GEORGE W. SCHMIDT) (principal accounting officer)
JAMES S. D'AGOSTINO, JR.* Director
(JAMES S. D'AGOSTINO, JR.)
ROBERT M. DEVLIN* Director
(ROBERT M. DEVLIN)
JERRY L. GILPIN* Director
(JERRY L. GILPIN)
PHILIP M. HANLEY* Director
(PHILIP M. HANLEY)
BENNIE D. HENDRIX* Director
(BENNIE D. HENDRIX)
LARRY R. KLAHOLZ* Director
(LARRY R. KLAHOLZ)
JON P. NEWTON* Director
(JON P. NEWTON)
DAVID C. SEELEY* Director
(DAVID C. SEELEY)
*By GARY M. SMITH
(GARY M. SMITH,JULY 22, 1999.
SIGNATURE TITLE
--------- -----
Chief Executive
/S/FREDERICK W. GEISSINGER Officer, President and Director
(FREDERICK W. GEISSINGER) (principal executive officer)
Senior Vice President, Chief
/S/ROBERT A. COLE Financial Officer and Director
(ROBERT A. COLE) (principal financial officer)
Controller and
/S/GEORGE W. SCHMIDT Assistant Secretary
(GEORGE W. SCHMIDT) (principal accounting officer)
W. TAL BRATTON* Director
(W. TAL BRATTON)
JAMES S. D'AGOSTINO, JR.* Director
(JAMES S. D'AGOSTINO, JR.)
JERRY L. GILPIN* Director
(JERRY L. GILPIN)
PHILIP M. HANLEY* Director
(PHILIP M. HANLEY)
BENNIE D. HENDRIX* Director
(BENNIE D. HENDRIX)
JON P. NEWTON* Director
(JON P. NEWTON)
ALLEN L. WEHRHAHN* Director
(ALLEN L. WEHRHAHN)
*By /S/RON DIGIACOMO
(RON DIGIACOMO, ATTORNEY-IN-FACT)
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