REGISTRATION NO. 33-
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- -------------------------------------------------------------------------------333-______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SONOCO PRODUCTS COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)(Exact Name Of Registrant As Specified In Its Charter)
SOUTH CAROLINA 57-0248420
(STATE OR OTHER JURISDICTION(State or other jurisdiction (I.R.S. EMPLOYER
OF INCORPORATION OR IDENTIFICATION NO.Employer
Of incorporation or organization) Identification no.)
ORGANIZATION)
POST OFFICE BOXPost Office Box 160
HARTSVILLE, SOUTH CAROLINAHartsville, South Carolina 29551
TELEPHONE:Telephone: 803-383-7000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
----------------(Address, including zip code, and telephone number, including area code, of
registrant's principal executive office)
-------------------------
Copies to:
F. TRENT HILL, JR. VICE PRESIDENT--FINANCE AND CHIEF FINANCIAL OFFICERGEORGE S. KING, JR., ESQ.
Vice President and Chief Financial Officer SUZANNE HULST CLAWSON, ESQ.
SONOCO PRODUCTS COMPANY POST OFFICE BOXHAYNSWORTH SINKLER BOYD, P.A
Post Office Box 160 HARTSVILLE, SOUTH CAROLINA1426 Main Street, 12th Floor
Hartsville, South Carolina 29551 TELEPHONE:Columbia, South Carolina 29201
Telephone: 803-383-7000
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR
SERVICE)
----------------
COPIES TO:
WILLIAM C. BOYD, ESQ. ROBERT B. HIDEN, JR., ESQ.
SINKLER & BOYD, P.A. SULLIVAN & CROMWELL
THE PALMETTO CENTER 125 BROAD STREET
1426 MAIN STREET NEW YORK, NEW YORK 10004
COLUMBIA, SOUTH CAROLINA 29201 (212) 558-4000 (803) 779-3080
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:(Name, address and telephone number, facsimile (803) 765-1243
including area code, of agent for service)
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Approximate date of commencement of proposed sale to public: From time to time
after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following. [_]following box [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following.following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_][ ] ________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_][ ] ________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
----------------[ ]
-------------------------
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus herein
also relates to and describes such aggregate principal amount of debt securities
as shall result in aggregate proceeds to the Registrant of $50,000,000,$100,000,000, which
debt securities are registered under Registration Statement No. 33-50503333-12701 of the
Registrant.
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT AGGREGATE AGGREGATE AMOUNTCALCULATION OF TITLE OF EACH CLASS OF TO BE PRICE OFFERING REGISTRATION SECURITIES TO BE REGISTERED REGISTERED PER UNIT* PRICE* FEE
- -------------------------------------------------------------------------------Title of each Proposed maximum Proposed maximum
class of securities Amount to be aggregate price per aggregate offering Amount of
to be registered registered unit* price registration fee
---------------- ---------- ----- ----- ----------------
Debt Securities.............. $200,000,000Securities ............................... $150,000,000 100% $200,000,000 $68,966$150,000,000 $37,500
============ === ============ =======
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* Estimated*Estimated solely for the purpose of calculating the registration fee.
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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------------------------
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 OFof the
Securities Act of 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTIONor until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
MAY DETERMINE.
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- -------------------------------------------------------------------------------may determine.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED SEPTEMBER 25, 1996The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Subject to completion, dated September __, 2001
SONOCO PRODUCTS COMPANY
[LOGO] (R)
$150,000,000
Debt Securities
Sonoco Products Company (the "Company")We may offer from time to time debt securities. We will describe the
specific terms of the securities in onesupplements to this prospectus. You should
read this prospectus and the accompanying prospectus supplement carefully before
you invest.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or more series, non-convertibledisapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
We may offer the debt securities consisting of debentures, notes
and/or other unsecured evidences of indebtedness (the "Debt Securities") with
an aggregate initial public offering price of up to U.S. $250,000,000, or the
equivalent thereof in any other currency or composite currency,amounts, at prices and on terms to be
determined at the time of sale. The specific terms ofoffering. We may sell the Debt Securities,
including, where applicable, the designation, aggregate principal amount,
denominations, purchase price, maturity, interest rate (which may be fixed or
variable), and time of payment of interest, if any, currency of payment, any
terms for mandatory or optional redemption, any terms for sinking fund
payments, any listing on adebt securities exchange and any other specific terms in
connection with the sale of the Debt Securities in respect of which this
Prospectus is being delivered will be set forth in an accompanying Prospectus
Supplement (the "Prospectus Supplement"). Debt Securities may be issued in
fully registered form or as book-entry securities in permanent global form.
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.
The Debt Securities may be offered directly to
you, through agents designated from
time to time, through dealerswe select, or through underwriters alsoand dealers we select. If
we use agents, underwriters or dealers to be designated.
See "Plan of Distribution." The names of any such agents, dealers or
underwriterssell the debt securities, we will be set forthname
them and describe their compensation in the accompanying Prospectus Supplement. This
Prospectus may not be used to consummate a sale of Debt Securities unless
accompanied by a Prospectus Supplement.
-----------prospectus supplement.
The date of this Prospectus is , 1996___, 2001.
NO PERSON HAS BEEN AUTHORIZEDTABLE OF CONTENTS
ABOUT THIS PROSPECTUS......................................................2
WHERE YOU CAN FIND MORE INFORMATION........................................2
SONOCO PRODUCTS COMPANY....................................................3
FORWARD-LOOKING STATEMENTS.................................................3
USE OF PROCEEDS............................................................4
RATIO OF EARNINGS TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE INFIXED CHARGES.........................................4
DESCRIPTION OF THE DEBT SECURITIES.........................................5
PLAN OF DISTRIBUTION......................................................14
EXPERTS 14
VALIDITY OF THE DEBT SECURITIES...........................................15
ABOUT THIS PROSPECTUS
OR ANY PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY UNDERWRITER, DEALER OR AGENT. NEITHER THE DELIVERY OF THIS
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER OR
THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN OR IN ANY PROSPECTUS SUPPLEMENT IS CORRECT AS OF
ANY DATE SUBSEQUENT TO THE DATE HEREOF OR THEREOF OR THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THEREOF. NEITHER
THIS PROSPECTUS NOR ANY PROSPECTUS SUPPLEMENT CONSTITUTES AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY DEBT SECURITIES IN ANY JURISDICTION IN WHICH
SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING
SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM
IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
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 registration
process, we may sell in one or more offerings up to the informational requirementsa total dollar amount of
$150,000,000 of debt securities.
This prospectus provides you with a general description of the Securities
Exchange Actdebt
securities we may sell. Each time we sell debt securities, we will provide a
prospectus supplement that will contain specific information about the terms of
1934, as amended (the "Exchange Act"),that offering. The prospectus supplement also may add, update or change
information contained in this prospectus.
You should read both this prospectus and in accordance
therewith filesany prospectus supplement
together with additional information described under the caption "Where You Can
Find More Information." We may only use this prospectus to sell debt securities
if it is accompanied by a prospectus supplement.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission (the "Commission"), all of which may be
inspected and copiedSEC. Our SEC filings are available to the public over
the Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file with the SEC at its public reference facilities maintained by the
Commission at 450
Fifth Street, N.W., Washington, D.C. 20549,20549; 7 World Trade Center, Suite 1300,
New York, New York 10048; and at the
following Regional Offices of the Commission: Chicago Regional Office, Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661;
and New York Regional Office, 7 World Trade Center, New York, New York 10048.
Copies60661-2511. You may also obtain copies of such material can be obtainedthe documents
at prescribed rates fromby writing to the Public Reference Section of the CommissionSEC at 450
Fifth Street, N.W., Washington, D.C. 20549. Such materials canPlease call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
facilities. Our SEC filings are also be obtained electronically through a web
site maintained by the Commission,available at the following address:
http://www.sec.gov. Such material can also be inspected at the officesoffice of the New York
Stock Exchange, Inc., 20 Broad Street, 7th Floor, New York, New York 10005. This Prospectus does not containFor
further information on obtaining copies of our public filings at the New York
Stock Exchange, you should call (212) 656-5060.
The SEC allows us to "incorporate by reference" the information that we
file with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus and information that we subsequently file
with the SEC will automatically update and supercede information in this
prospectus and in our other filings with the SEC. We incorporate by reference
the documents listed below, which we have already filed with the SEC, and any
future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 until we sell all of the information set forth in the
Registration Statement on Form S-3, of whichsecurities offered
by this Prospectus is a part, and
exhibits thereto (together with all amendments thereto, the "Registration
Statement"), which the Company has filed with the Commission under the
Securities Act of 1933 (the "Securities Act"), certain portions of which have
been omitted pursuant to the rules and regulations of the Commission, and to
which reference is hereby made for further information.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company incorporates herein by reference the following documents, which
also have been filed with the Commission:
(a) the Company'sprospectus:
o Our Annual Report on Form 10-K for the year ended December 31, 1995 and the Company's2000;
o Our Amended Annual Report on Form 10-K/A for the year ended December
31, 1995;
(b)2000 (amended for the Company'spurpose of furnishing the financial
statements required by Form 11-K with respect to the Sonoco Savings
Plan as permitted by Rule 15d-21 under the Securities Exchange Act of
1934);
o Our Quarterly Reports on Form 10-Q for the quarterly periodsquarters ended March 31, 1996April 1,
2001 and June 30, 1996;
(c) the Company's Current ReportJuly 1, 2001; and
2
o Our current report on Form 8-K, filed on August 5, 1996; and
(d) all documents filed bydated September 11, 2001.
We will provide you free copies of these filings, other than exhibits
to filings unless the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date hereof and prior to
the termination of the offering of the Debt Securities.
Any statement contained herein, in the Prospectus Supplement or in a
document incorporated or deemed to beexhibits are specifically incorporated by reference herein shall
be deemedinto a
filing, if you write or call us at:
Sonoco Products Company
Charles J. Hupfer, Vice President, Treasurer and Secretary
Sonoco Products Company
P.O. Box 160, Hartsville, South Carolina 29551-0160
Telephone: (803) 383-7000.
We have also filed a registration statement with the SEC relating to
be modified or superseded for purposesthe debt securities described in this prospectus. This prospectus is part of the
Registration
Statementregistration statement. You may obtain from the SEC a copy of the registration
statement and this Prospectusexhibits that we filed with the SEC when we registered the debt
securities. The registration statement contains additional information that may
be important to you.
You should rely only on the extent that a statementinformation contained herein,
in the Prospectus Supplement or in any subsequently filed document which also
is or is deemed to be incorporated by
reference herein modifiesin this prospectus or supersedes
such statement. Any such statement so modifiedthe applicable prospectus supplement. We have
not authorized anyone else to provide you with additional or superseded shalldifferent
information. We are only offering these debt securities in states where the
offer is permitted. You should not be
deemed, exceptassume that the information in this
prospectus or the applicable prospectus supplement is accurate as so modified or superseded,of any date
other than the dates on the front of those documents.
Unless the context requires otherwise, references to constitute a part of the
Registration Statement or this Prospectus.
2
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY
OF ANY AND ALL OF THE DOCUMENTS THAT HAVE BEEN OR MAY BE INCORPORATED HEREIN
BY REFERENCE (NOT INCLUDING EXHIBITS TO SUCH DOCUMENTS, UNLESS SUCH EXHIBITS
ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS). REQUESTS
SHOULD BE DIRECTED TO: CHARLES J. HUPFER, VICE PRESIDENT, TREASURER AND
SECRETARY,"we," "us," and
"our" mean Sonoco Products Company and its subsidiaries.
SONOCO PRODUCTS COMPANY
P.O. BOX 160, HARTSVILLE, SOUTH CAROLINA
29551-0160 (TELEPHONE: (803) 383-7000).
THE COMPANY
The Company,We are a South Carolina corporation founded in Hartsville, South
Carolina in 1899, is1899. We are a major global manufacturer of paperboard-based and
plastic-basedother industrial and consumer packaging products. The Company isWe are also vertically
integrated into paperboard production and recovered paper collection. The
paperboard utilizedused in the Company'sour packaging products is produced substantially from
recovered paper. The Company operatesWe operate an extensive network of plants in the United States
and hashave subsidiaries in Asia, Europe, Canada, Mexico, South America, Australasia,Australia,
and New Zealand, and affiliates in Canada, Japan, France
and Italy. The Company hasnumerous locations around the world. We have
made a number of acquisitions, wouldand we expect to acquire additional companies
that we believe provide meaningful opportunities in industrial and consumer
markets, andmarkets. We may also dispose of operations when we believe that doing so is
consistent with itsour overall goals and strategies. The Company'sOur principal executive
offices are located at One North Second Street, P.O. Box 160, Hartsville, South
Carolina 29551-0160 (Telephone No. (803) 383-7000).
FORWARD-LOOKING STATEMENTS
This prospectus includes and incorporates by reference "forward-looking
statements" within the meaning of the securities laws. All statements that are
not historical facts are "forward-looking statements." The words "estimate,"
"project," "intend," "expect," "believe," "anticipate" and similar expressions
identify forward-looking statements. Forward-looking statements include, but are
not limited to, statements regarding offsetting high raw material costs,
adequacy of income tax provisions, refinancing of debt, adequacy of cash flows,
effects of acquisitions and dispositions, and financial strategies and the
results expected from them.
3
These forward-looking statements are based on current expectations,
estimates and projections about our industry, management's beliefs, and
assumptions made by management. Such information includes, without limitation,
discussions as to estimates, expectations, beliefs, plans, strategies, and
objectives concerning our future financial and operating performance. These
statements are not guarantees of future performance and are subject to risks,
uncertainties and assumptions that are difficult to predict. Therefore, actual
results may differ materially from those expressed or forecasted in such
forward-looking statements. The risks and uncertainties include, without
limitation:
o availability and pricing of raw materials;
o success of new product development and introduction;
o ability to maintain or increase productivity levels;
o international, national and local economic and market conditions;
o ability to maintain market share;
o pricing pressures and demand for products;
o continued strength of our paperboard-based engineered carrier and
composite can operations;
o anticipated results of restructuring activities;
o ability to successfully integrate newly acquired businesses into the
Company's operations;
o currency stability and the rate of growth in foreign markets; and
o actions of government agencies.
USE OF PROCEEDS
Except as may bewe otherwise set forth in the Prospectus Supplement, the Company intendsa prospectus supplement, we intend
to use the net proceeds from the sale of the Debt Securitiesdebt securities for general
corporate purposes, including working capital, capital expenditures and the
repayment or reduction of bank indebtedness and commercial paper obligations.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forthshows for the Company'speriods indicated:
o our ratio of earnings to fixed charges, as well as
o our ratio of earnings adjusted to exclude gains or losses on assets
held for the periods indicated.sale to fixed charges.
SIX MONTHS ENDED YEARS ENDED DECEMBER 31
ENDED ----------------------------
JUNE 30,July 1, 2001 2000 1999 1998 1997 1996
1995 1994 1993 1992 1991
------------------------- ---- ---- ---- ---- ----
Ratio of Earnings to Fixed Charges.......................... 5.89xCharges ......................... 2.75x 4.57x 5.30x 5.97x 5.64x 5.79x 4.40x 5.35x1.92x 5.05x
Ratio of Earnings (adjusted) to Fixed Charges .............. 2.75x 4.50x 5.25x 4.51x 5.18x 5.05x
For purposes of these calculations, "earnings" consist of income from operations
before income taxes and fixed charges (excluding capitalized interest, if any).
Fixed charges"Earnings (adjusted)" consist of earnings as described in the preceding sentence
plus or minus gains or losses, respectively, on assets held for sale. "Fixed
charges" consist of interest on all indebtedness and thatthe portion of rental
expense considered to be representative of the interest factor.
34
DESCRIPTION OF THE DEBT SECURITIES
The following descriptionWe may from time to time issue debt securities, consisting of the termsnotes,
debentures or other evidences of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which the
Prospectus Supplement will relate. The particular terms of the Debt Securities
offered by any Prospectus Supplement (the "Offered Debt Securities") and the
extent, if any, to which such general provisions may not apply thereto will be
describedindebtedness, in the Prospectus Supplement relating to such Offered Debt
Securities.
The Debt Securities are to be issuedone or more series under an
Indenture dated as of June 15, 1991 (the "Indenture"), between the Companyus and The Bank of New York, as
Successor Trustee (the "Trustee"), a formTrustee. The Indenture is included as an exhibit to the Registration
Statement of which this Prospectus is incorporated by
reference intoa part. When we use the Registration Statement. The following summary of certain
provisionsterm "Debt
Securities" in this Prospectus and the accompanying Prospectus supplement, we
are referring to all of the Debt Securities that may be issued under the
Indenture, and not merely to the debt securities we are offering under this
Prospectus and the Indenture do not purportaccompanying Prospectus Supplement. We refer to be
completethe Debt
Securities we are offering under this Prospectus and are subject to, and are qualified in their entirety by reference
to, allthe accompanying Prospectus
Supplement as the "Offered Debt Securities."
Because the following is only a summary of the Indenture and the Debt
Securities, it does not contain all information that you may find useful. For
further information about the Indenture and the Debt Securities, you should read
the Indenture. Whenever we refer to particular provisions of the Indenture including the definitions therein
of certain terms. Whenever particular provisions or
terms that are defined terms in the Indenture, are referred to herein, suchthose provisions or defined terms are
incorporated by reference herein. Section references used herein are
references to the Indenture.
GENERALinto this Prospectus.
General
The Debt Securities will be our unsecured obligations of the Company and will rank on
a parity with all of our other currently outstanding unsecured and
unsubordinated indebtedness of the Company.indebtedness.
The Debt Securities of any series may be issued in definitive form or,
if provided in the Prospectus Supplement relating thereto,to the series, may be
represented in whole or in part by a permanent global Security or Securities,
which will be deposited with, or on behalf of, The Depository Trust Company, New
York, New York (the "Depositary"), and registered in the name of the
Depositary's nominee. Each Debt Security represented by a permanent global
Security is referred to hereinin this Prospectus as a "Book-Entry Security."
The Indenture does not limit the amount of Debt Securities or of any
particular series of Offered Debt Securities that may be issued thereunder or
otherwise and provides that Debt Securities may be issued thereunder from time
to time in one or more series.
Reference is made toYou should look in the Prospectus Supplement relating to the particular
series of Offered Debt Securities offered thereby for the following terms or
additional provisions of
the Offered Debt Securities:
(i)o the title of the Offered Debt Securities;
(ii)o any limit on the aggregate principal amount of the Offered Debt
Securities;
(iii)o the price (expressed as a percentage of the aggregate principal amount
thereof) at which the Offered Debt Securities will be issued;
(iv)o the date or dates on which the principal of the Offered Debt
Securities will be payable;
(v)o the rate or rates (which may be fixed or variable) per annum at which
the Offered Debt Securities will bear interest, if any, or the method
of determination ofdetermining such rate or rates;
(vi)o the date or dates from which such interest, if any, on the Offered Debt
Securities will accrue or the method of determination ofdetermining such date or
dates, the dates on which such interest, if any, will be payable, the date
on which payment of such interest, if any, will commence, and the regular
record dates for such
interest payment dates, if any;
(vii)o the period or periods within which, the price or prices at which and
the terms and conditions upon which the Offered Debt Securities may be
redeemed, in whole or in part, at the option of the
Company; (viii) theour option;
5
o our obligation, if any, of the Company to redeem or purchase Offered Debt Securities
pursuant to any sinking fund or analogous provisions or at the option
of a Holder, and the periods within, the prices at, and the terms and
conditions upon which such Offered Debt Securities shall be redeemed
or purchased;
(ix)o if it is other than the principal amount, thereof, the amount of Offered Debt
Securities which shall be payable upon declaration of acceleration of
the maturity thereof;
(x)o if other than U.S. dollars, the currency (including composite
currencies) in which payment of principal of (and premium, if any)
and/or interest on the Offered Debt Securities shall be payable;
(xi)o any currency (including composite currencies) other than the stated
currency of the Offered Debt Securities in which the principal of (and
premium, if any) and/or interest on the Offered Debt Securities may,
at our election or the election of the Company or the Holders, be payable, and the
periods within which, and terms and conditions upon which, such
election may be made;
(xii)o if
4
the amount of payments of principal of (and premium, if any) and/or
interest on the Offered Debt Securities may be determined with
reference to an index based on a currency (including composite
currencies) other than the stated currency of the Debt Securities, the
manner in which such amounts shall be determined;
(xiii) theo our right, of the Company, if any, to defease the Offered Debt Securities or certain
covenants under the Indenture;
(xiv)o whether any of the Offered Debt Securities shall be Book-Entry
Securities and, in such case, the Depositary for such Book-Entry
Securities;
o the terms and (xv)conditions, if any, pursuant to which the Debt
Securities may be converted or exchanged for the cash value of other
securities issued by us or by a third party; and
o any other terms relating to the Offered Debt Securities (which are not
inconsistent with the Indenture). (Section 301)
Unless otherwise provided and except with respect to Book-Entry
Securities, principal of and premium, if any, and interest, if any, on the Debt
Securities will be payable, and the transfer of the Debt Securities will be
registrable, at the Corporate Trust Office of the Trustee, except that, atTrustee. We have the option of
the Company,paying interest may be paid by mailing a check to, or bymaking a wire transfer to, the Holders
of record entitled thereto. (Sections 301 and 305)to the payment.
For a description of payments of principal of, premium, if any, and
interest on, and transfer of, Book-Entry Securities, and exchanges of permanent
global Securities representing Book-Entry Securities, see "Book-Entry
Securities."
Unless otherwise indicated in the Prospectus Supplement relating
thereto and except with respect to Book-Entry Securities, the Debt Securities
will be issued only in fully registered form without coupons and in
denominations of $1,000 or any multiple thereof. No service charge will be made
for any registration of transfer or exchange of the Offered Debt Securities, but
the
Companywe may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. (Sections 301, 302 and
305)
Debt Securities may be issued under the Indenture as Original Issue
Discount Securities to be offered and sold at a substantial discount below their
stated principal amount. Federal income tax consequences and other special
considerations applicable to any such Original Issue Discount Securities will be
described in the Prospectus Supplement relating thereto. "Original Issue
Discount Security" means any security which provides for the declaration of
acceleration of the maturity of an amount less than the principal amount thereof
upon the occurrence of an Event of Default and the continuation thereof.
(Section 101)
In the case ofIf a Debt Security is denominated in a foreign currency, a state court
in the State of New York rendering a judgment on such Debt Security would be
required under Section 27 of the New York Judiciary Law to render such judgment
in the foreign currency in which the Debt Security is denominated, and such
judgment would be converted into United States dollars at the exchange rate
prevailing on the date of entry of the judgment.
CERTAIN COVENANTS OF THE COMPANY6
Certain Covenants of The Company
Restriction on Liens
The Indenture provides that, so long as any Debt Securities are
Outstanding, the Companywe will not issue, assume or guarantee, and we will not permit any
Domestic Subsidiary to issue, assume or guarantee, any Indebtedness which is
secured by a mortgage, pledge, security interest, lien or encumbrance (any
mortgage, pledge, security interest, lien or encumbrance being hereinafteris referred to as a
"lien" or "liens") of or upon any assets, whether nowof our currently owned or hereafterlater acquired
of the Companyassets, or any suchassets of a Domestic Subsidiary without effectively providing
that the Debt Securities (together with, if the Companywe shall so determine, any of our
other Indebtedness of the Company rankingthat ranks equally with the Debt Securities) shall be equally
and ratably secured by a lien ranking ratably with and equal to (or at the Company'sour
option, prior to) such secured Indebtedness; provided, however, that the
foregoing restriction shall not apply to (a)to:
o liens on any assets of any corporation existing at the time such
corporation becomes a Domestic Subsidiary;
(b)o liens on any assets existing at the time of our acquisition of such
assets or acquisition of such assets by the Company or a Domestic Subsidiary, or
liens to secure the payment of all or any part of the purchase price
of such assets upon theour acquisition of such assets or acquisition of
such assets by the Company or a Domestic Subsidiary or to
5
secure any Indebtedness
incurred, assumed or guaranteed by the Companyus or a Domestic Subsidiary prior
to, at the time of, or within 180 days after such acquisition (or in
the case of real property, the completion of construction (including
any improvements on an existing asset) or commencement of full
operation of such asset, whichever is later) which Indebtedness is
incurred, assumed or guaranteed for the purpose of financing all or
any part of the purchase price thereof or, in the case of real
property, construction or improvements thereon; provided, however,
that in the case of any such acquisition, construction or improvement,
the lien shall not apply to any assets theretofore owned by the Companyus or a
Domestic Subsidiary, other than, in the case of any such construction
or improvement, any real property on which the property so
constructed, or the improvement, is located;
(c)o liens on any assets to secure Indebtedness of a Domestic Subsidiary to
the Companyus or to any wholly owned Domestic Subsidiary;
(d)o liens on any assets of a corporation existing at the time such
corporation is merged into or consolidated with the Companyus or a Domestic
Subsidiary or at the time of a purchase, lease or other acquisition by
us or a Domestic Subsidiary of the assets of a corporation or firm as
an entirety or substantially as an entirety by the Company or a Domestic
Subsidiary; (e)entirety;
o liens on any of our assets or assets of the Company or a Domestic Subsidiary in favor
of the United States or any State thereof, or any department, agency
or instrumentality or political subdivision of the United States or
any State thereof, or in favor of any other country, or any political
subdivision thereof, to secure partial, progress, advance or other
payments pursuant to any contract or statute or to secure any
Indebtedness incurred or guaranteed for the purpose of financing all
or any part of the purchase price (or, in the case of real property,
the cost of construction) of the assets subject to such liens
(including, but not limited to, liens incurred in connection with
pollution control, industrial revenue or similar financings);
(f)o any extension, renewal or replacement (or successive extensions,
renewals or replacements) in whole or in part of any lien referred to
in the foregoing clauses (a) to (e), inclusive;clauses; provided, however, that the principal amount
of Indebtedness secured thereby shall not exceed the principal amount
of Indebtedness so secured at the time of such extension, renewal or
replacement, and that such extension, renewal or replacement shall be
limited to all or a part of the assets which secured the lien so
extended, renewed or replaced (plus improvements and construction on
real property);
(g)7
o liens not permitted by the clauses (a) through (f) above if at the time of, and after
giving effect to, the creation or assumption of any such lien, the
aggregate amount of all of our Indebtedness and all Indebtedness of
the Company and itsour Domestic Subsidiaries secured by all such liens not so permitted
by the clauses (a) through (f) above together with the Attributable Debt in respect of
Sale and Lease-Back Transactions permitted by the Indenture do not
exceed 10% of Consolidated Net Tangible Assets.
(Section
1008)
Restriction on Sale and Lease-Back Transactions
The Indenture furtheralso provides that the Companywe will not, and will not permit any Domestic
Subsidiary to, enter into any arrangement with any person providing for the
leasing by the Companyus or a Domestic Subsidiary of any property or assets, other than any
such arrangement involving a lease for a term, including renewal rights for not
more than 3 years, whereby such property or asset has been or is to be sold or
transferred by the Companyus or any Domestic Subsidiary to such person (herein referred(referred to as a
"Sale and Lease-Back Transaction"), unless (a) the Companyunless:
o we or such Domestic Subsidiary would, at the time of entering into a
Sale and Lease-Back Transaction, be entitled to incur Indebtedness
secured by a lien on the property or asset to be leased in an amount
at least equal to the Attributable Debt in respect of such Sale and
Lease-Back Transaction without equally and ratably securing the Debt
Securities pursuant to the Indenture; or
(b)o the proceeds of the sale of the property or assets to be leased are at
least equal to the fair value of such property or assets (as
determined by theour Board of Directors of the
Company)Directors) and an amount equal to the net
proceeds from the sale of the property or assets so leased is applied,
within 180 days of the effective date of any such Sale and Lease-Back
Transaction, to the purchase or acquisition (or, in the case of
property, the construction) of property or assets or to the retirement
(other than at maturity or pursuant to a mandatory sinking fund or
redemption provision) of Debt Securities or of our Funded Indebtedness
or Funded Indebtedness of the
Company or a consolidated Domestic Subsidiary ranking
on a parity with or senior to the Debt Securities. (Section 1009)
Applicability of Covenants
Any series of Debt Securities may provide that any one or more of the
covenants described above shall not be applicable to the Securities of such
series. (Section 1010)
6
series if certain conditions are met.
Certain Definitions (Section 101)
"Attributable Debt", when used in connection with a Sale and Lease-Back
transaction referred to above, shall mean,means, as of any particular time, the aggregate
of present values (discounted at a rate per annum equal to the average interest
borne by all Outstanding Debt Securities determined on a weighted average basis and
compounded semi-annually) of theour obligations or obligations of the
Company or any Subsidiary
for net rental payments during the remaining term of all leases (including any
period for which such lease has been extended or may, at the option of the
lessor, be extended). The term "net rental payments" under any lease of any
period shall meanmeans the sum of the rental and other payments required to be paid in
such period by the lessee thereunder, not including, however, any amounts
required to be paid by such lessee (whether or not designated as rental or
additional rental) on account of maintenance and repairs, reconstruction,
insurance, taxes, assessments, water rates or similar charges required to be
paid by such lessee thereunder or any amounts required to be paid by such lessee
thereunder contingent upon the amount of sales, maintenance and repairs,
reconstruction, insurance, taxes, assessments, water rates or similar charges.
"Consolidated Net Tangible Assets" means at any date, the total assets
appearing on theour most recently prepared consolidated balance sheet of the
Company and the Subsidiaries as of the end
of a fiscal quarter, of the Company, prepared in accordance with generally accepted accounting
principles at the time of calculation, less (a) all current liabilities as shown
on such balance sheet and (b) intangible assets.
"Intangible assets" means the value (net of any applicable reserves),
as shown on or reflected in such balance sheet of: (i) all trade names,
trademarks, licenses, patents, copyrights and goodwill; (ii) organizational
8
costs; and (iii) deferred charges (other than prepaid items such as insurance,
taxes, interest, commissions, rents and similar items and tangible assets being
amortized); but in no event shall the term "intangible assets" include product
development costs.
"Domestic Subsidiary" means any Subsidiary (a) incorporated under the
laws of the United States or any state, territory or possession thereof, or the
Commonwealth of Puerto Rico, (b) the operations of which are substantially
conducted in the United States or its territories or possessions, or in the
Commonwealth of Puerto Rico, or (c) a substantial portion of the assets of which
are located in the United States or its territories or possessions or in the
Commonwealth of Puerto Rico. A "wholly owned Domestic Subsidiary" is any
Domestic Subsidiary of which all Outstanding securities having the voting power
to elect the Board of Directors of such Domestic Subsidiary (irrespective of
whether or not at the time securities of any other class or classes of such
Domestic Subsidiary shall have or might have voting power by reason of the
happening of any contingency) are at the time directly or indirectly owned or
controlled by the Company,us, or by one or more wholly owned Domestic Subsidiaries, or by the Companyus
and one or more wholly owned Domestic Subsidiaries.
"Funded Indebtedness" means any Indebtedness maturing by its terms more
than one year from the date of the determination thereof, including any
Indebtedness renewable or extendible at the option of the obligor to a date
later than one year from the date of the determination thereof.
"Indebtedness" means (i) all obligations for borrowed money, (ii) all
obligations evidenced by bonds, debentures, notes or other similar instruments,
(iii) all obligations in respect of letters of credit or bankers acceptances or
similar instruments (or reimbursement obligations with respect thereto), (iv)
all obligations to pay the deferred purchase price of property or services,
except trade accounts payable arising in the ordinary course of business, (v)
all obligations as lessee which are capitalized in accordance with generally
accepted accounting principles at the time of calculation, and (vi) all
Indebtedness of others guaranteed by the Companyus or any of itsour subsidiaries or for which
the Companywe or any of itsour subsidiaries isare otherwise responsible or liable (whether by
agreement to purchase indebtedness of, or to supply funds or to invest in,
others).
"Subsidiary" means any corporation of which at least a majority of
Outstanding securities having the voting power to elect a majority of the Board
of Directors of such corporation (irrespective of whether or not at the time
securities of any other class or classes of such corporation shall have or might
have voting power by reason of the happening of any contingency) is at the time
directly or indirectly owned or controlled by the Company,us, or by one or more of the
Subsidiaries, or by the Companyus and one or more Subsidiaries.
7
EVENTS OF DEFAULTEvents of Default
An Event of Default with respect to the Debt Securities of any series
is defined in the Indenture as:
(a)o default in payment of principal of or premium, if any, on any Debt
Security of that series at maturity;
(b)o default for 30 days in payment of interest on any Debt Security of
that series;
(c)o default in the deposit of any sinking fund payment when due in respect
of that series;
(d)o our failure by the Company in the performance ofto perform any other of the covenants or warranties in the
Indenture (other than a covenant or warranty the breach of which is
dealt with elsewhere in the Indenture, or a covenant or warranty
included in the Indenture solely for the benefit of a series of Debt
Securities other than that series) continued for 60 days after due
notice by the Trustee or by Holders of at least 10% in principal
amount of the Outstanding Debt Securities of that series;
(e)o a default under any bond, debenture, note or other evidence of theour
Indebtedness of the Company (including a default with respect to Debt Securities of
any series other than that series) or under any mortgage, indenture or
instrument under which there may be issued or by which there may be
secured or evidenced any of our current or future Indebtedness
of the Company9
(including this Indenture), whether such Indebtedness now
exists or shall hereafter be created, which default shall constituteconstitutes a failure to pay
such Indebtedness in a principal amount in excess of $10 million when
due and payable at final maturity after the expiration of any
applicable grace period with respect thereto or shall have resulted in such Indebtedness in
a principal amount in excess of $10 million becoming or being declared
due and payable prior to the date on which it would otherwise have
become due and payable, without such Indebtedness having been
discharged, or such acceleration having been rescinded or annulled,
within a period of 15 days after there shall have been given, by
overnight mail or other same day or overnight delivery service which
can provide evidence of delivery, to the
Companyus by the Trustee, or to the Companyus and
the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of that series, a written notice specifying
such default and requiring the Companyus to cause such Indebtedness to be
discharged or cause such acceleration to be rescinded or annulled and
stating that such notice is a Notice of Default under the Indenture;
(f)o certain events of bankruptcy, insolvency or reorganization of
the Company;reorganization; and
(g)o any other Event of Default provided with respect to Debt Securities of
that series. (Section 501)
The Indenture provides that, if any Event of Default with respect to
Debt Securities of any series at the time Outstanding occurs and is continuing,
either the Trustee or the Holders of not less than 25% in principal amount of
the Outstanding Debt Securities of that series may declare the principal amount
(or, if the Debt Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Debt Securities as may
be specified in the terms thereof) of all Debt Securities of that series to be
due and payable immediately, butimmediately. However, upon certain conditions such declaration
may be annulled and past defaults (except, unless theretofore cured, a default
in payment of principal of or premium, if any, or interest, if any, on the Debt
Securities of that series and certain other specified defaults) may be waived by
the Holders of a majority in principal amount of the Outstanding Debt Securities
of that series on behalf of the Holders of all Debt Securities of that series.
(Sections 502 and 513)
Reference is madePlease refer to the Prospectus Supplement relating to each series of
Outstanding Debt Securities which are Original Issue Discount Securities for the
particular provisions relating to acceleration of the Maturity of a portion of
the principal amount of such Original Issue Discount Securities upon the
occurrence of an Event of Default and the continuation thereof.
The Indenture provides that the Trustee will, within 90 days after the
occurrence of a default with respect to Debt Securities of any series at the
time Outstanding, give to the Holders of the Outstanding Debt Securities of that
series notice of such default known to it if uncured or not waived,
provided that,waived. However,
except in the case of default in the payment of principal of or premium, if any,
or interest on any Debt Security of that series, or in the depositpayment of any
sinking fund payment which is provided,installment, the Trustee will be
protected in withholdingmay withhold such notice if the Trustee in
good faith determines that the withholding of such notice is in the interest of
the Holders of the Outstanding Debt Securities of such series; and, provided further,series. The Indenture
also provides that such notice shall not be given until at least 30 days after
the lapse of the period to cure an occurrence of a default or breach with
respect to Outstanding Debt Securities of any series in the performance of a
covenant or warranty in the Indenture other than for the payment of the
principal of or premium, if any, or interest on any Debt Security of such series
or the deposit of any sinking fund payment with respect to the Debt Securities
of such series. The term default with respect to any series of Outstanding Debt
Securities for the purpose only of 8
this provision means the happeningany event that is, or
after notice or lapse of anytime or both would become, an Event of the Events of Default as
specified in the Indenture and relating to such series of Outstanding Debt
Securities,
excluding any grace periods and irrespective of any notice requirements.
(Section 602)Securities.
The Indenture contains a provision entitling the Trustee, subject to
the duty of the Trustee during default to act with the required standard of
care, to be indemnified by the Holders of any series of Outstanding Debt
Securities before proceeding to exercise any right or power under the Indenture
at the request of the Holders of such series of Debt Securities. (Section 603) The Indenture
provides that the Holders of a majority in principal amount of Outstanding Debt
Securities of any series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
other power conferred on the Trustee, with respect to the Debt Securities of
such series provided that the Trustee may decline to act if such direction is
contrary to law or the Indenture. In the case of Book-Entry Securities, the
Indenture requires the Trustee to establish a record date for purposes of
determining which Holders are entitled to join in such direction.
(Section 512)10
The Indenture includes a covenant that the Companywe will file annually with the
Trustee a certificate specifying whether, to the best knowledge of no default. (Section 1004)
MODIFICATION OF THE INDENTURE AND WAIVER OF COVENANTS
Modificationsthe signers,
we are in default under the Indenture.
Modification of the Indenture and amendments may be made by the CompanyWaiver of Covenants
We and the Trustee may make agreed modifications and amendments to the
Indenture, without the consent of any Holder of any Debt Security of any series,
to add covenants and Events of Default, and to make provisions with respect to
other matters and issues arising under the Indenture, provided that any such
provision does not adversely affect the rights of the Holders of Debt Securities
of any series (Section 901).series.
The Indenture contains provisions permitting the Companyus and the Trustee, with
the consent of the Holders of not less than 66 2/3% in principal amount of
Outstanding Debt Securities of each series affected thereby, to execute
supplemental indentures adding any provisions to or changing or eliminating any
of the provisions of the Indenture or modifying the rights of the Holders of
Outstanding Debt Securities of such series, except that no such supplemental
indenture may, without the consent of the Holder of each Outstanding Debt
Security affected thereby, (a) change the Stated Maturity, or reduce the
principal amount, the premium, if any, thereon or the rate of payment of
interest thereon, of any Debt Security of any series, (b) reduce the aforesaid percentage
in principal amount of Outstanding Debt Securities of any series, the consent of
the Holders of which is required for any supplemental indenture or for waiver of
compliance with certain provisions of the Indenture or certain defaults
thereunder or (c) effect certain other changes. (Section 902) The Indenture also permits the Companyus to
omit compliance with certain covenants in the Indenture with respect to Debt
Securities of any series upon waiver by the Holders of not less than 66 2/3% in
principal amount of Outstanding Debt Securities of such series.
(Section 1011)
CONSOLIDATION, MERGER AND SALE OF ASSETSConsolidation, Merger and Sale of Assets
The Indenture contains a provision permitting the Company,us, without the consent
of the Holders of any of the Outstanding Debt Securities under the Indenture, to
consolidate with or merge into any other corporation or transfer or lease its
assets substantially as an entirety to any person provided that:
(i)o the successor is a corporation organized under the laws of any United
States domestic jurisdiction;
(ii)o the successor corporation assumes the
Company'sour obligations on the Debt
Securities and under the Indenture;
(iii)o after giving effect to the transaction no Event of Default, and no
event which, after notice or lapse of time, would become an Event of
Default, shall have happened and be continuing; and
(iv)o certain other conditions are met.
(Sections 801 and 802)
BOOK-ENTRY SECURITIESBook-Entry Securities
The following description of Book-Entry Securities will apply to any
series of Debt Securities issued in whole or in part in the form of a permanent
global Security or Securities except as otherwise provided in the Prospectus
Supplement relating thereto.
9
Upon issuance, all Book-Entry Securities of like tenor and having the
same date of original issue will be represented by one or more permanent global
Securities. Each permanent global Security representing Book-Entry Securities
will be deposited with, or on behalf of, the Depositary, which will be a
clearing agent registered under the Exchange Act. The permanent global Security
will be registered in the name of the Depositary or a nominee of the Depositary.
Ownership of beneficial interests in a permanent global Security
representing Book-Entry Securities will be limited to institutions that have
accounts with the Depositary or its nominee ("participants") or persons that may
hold interests through participants. In addition, ownership of beneficial
11
interests by participants in such a permanent global Security only will be
evidenced by, and the transfer of that ownership interest only will be effected
through, records maintained by the Depositary or its nominee for such permanent
global Security. Ownership of beneficial interest in such a permanent global
Security by persons that hold through participants only will be evidenced by,
and the transfer of that ownership interest within such participant only will be
effected through, records maintained by such participant. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such laws may impair the ability
to transfer beneficial interests in such a permanent global Security.
Payment of principal of and any premium and interest on Book-Entry
Securities represented by any permanent global Security registered in the name
of or held by the Depositary or its nominee will be made into the Depositary or
its nominee, as the case may be, as the registered owners and Holder of the
permanent global Security representing such Book-Entry Securities. None of the
Company,us,
the Trustee or any agent of the Companyours or the Trustee will have any responsibility or
liability for any aspect of the Depositary's records or any participant's
records relating to or payments made on account of beneficial ownership
interests in a permanent global Security representing such Book- Entry
Securities or for maintaining, supervising or reviewing any of the Depositary's
records or any participant's records relating to such beneficial ownership
interests. Payments by participants to owners of beneficial interests in a
permanent global Security held through such participants will be governed by the
Depositary's procedures, as is now the case with securities held for the
accounts of customers registered in "street name," and will be the sole
responsibility of such participants.
No permanent global Security described above may be transferred except
as a whole by the Depositary for such permanent global Security to a nominee of
the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary.
A permanent global Security representing Book-Entry Securities is
exchangeable for definitive Debt Securities in registered form, of like tenor
and of an equal aggregate principal amount, only if (a)if:
o the Depositary notifies the Companyus that it is unwilling or unable to continue
as Depositary for such permanent global Security or if at any time the
Depositary ceases to be a clearing agency registered under the
Exchange Act,
(b) the Companyo we, in itsour sole discretion determinesdetermine that such permanent global
Security shall be exchangeable for definitive Debt Securities in
registered form, or
(c)o there shall have occurred and be continuing an Event of Default with
respect to the Debt Securities.
Any permanent global Security that is exchangeable pursuant to the
preceding sentence shall be exchangeable in whole for definitive Debt Securities
in registered form, of like tenor and of an equal aggregate principal amount,
and, unless otherwise specified in the Prospectus Supplement relating thereto,
in denominations of $1,000 and integral multiples thereof. Such definitive Debt
Securities shall be registered in the name or names of such person or persons as
the Depositary shall instruct the Trustee. It is expected that such instructions
may be based upon directions received by the Depositary from its participants
with respect to ownership of beneficial interests in such permanent global
Security.
Except as provided above, owners of beneficial interests in such
permanent global Security will not be entitled to receive physical delivery of
Debt Securities in definitive form and will not be considered the Holders
thereof for any purpose under the Indenture, and no permanent global Security
representing Book-Entry Securities shall be exchangeable, except for another
permanent global Security of like denomination and tenor to be registered in the
name of the Depositary or its nominee. Accordingly, each person owning a
beneficial interest in such permanent global Security must rely on the
procedures of the Depositary and, if such person is not a 10
participant, on the
procedures of the participant through which such person owns its interest, to
exercise any rights of a Holder under the Indenture. The
Company understandsWe understand that under
existing industry practices, in the event that the Company requestswe request any action of Holders,
or an owner of a beneficial interest in such permanent global Security desires
to give or take any action that a Holder is entitled to give or take under the
Indenture, the Depositary would authorize the participants holding the relevant
beneficial interests to give or take such action, and such participants would
authorize beneficial owners owning through such participant to give or take such
12
action or would otherwise act upon the instructions of beneficial owners owning
through them.
DEFEASANCE OF OFFERED DEBT SECURITIES OR CERTAIN COVENANTS IN CERTAIN
CIRCUMSTANCESDefeasance of Offered Debt Securities or Certain Covenants in Certain
Circumstances
Defeasance and Discharge.Discharge
The Indenture provides that the terms of any series of Debt Securities
may provide that the Companywe will be discharged from any and all obligations in respect
of the Debt Securities of such series (except for certain obligations to
register the transfer or exchange of Debt Securities of such series, to replace
stolen, lost or mutilated Debt Securities of such series, to maintain paying
agencies and hold moneys for payment in trust) upon the deposit with the
Trustee, in trust, of money and/or U.S. Government Obligations or, in the case
of Debt Securities denominated in foreign currencies, money and/or Foreign
Government Securities, which, through the payment of interest and principal
thereof in accordance with their terms, will provide money in an amount
sufficient to pay any installment of principal (and premium, if any) and
interest on, and any mandatory sinking fund payments in respect of, the Debt
Securities of such series on the stated maturity of such payments in accordance
with the terms of the Indenture and such Debt Securities. Such discharge may
only occur if, among other things, the Company
haswe have delivered to the Trustee an Opinion
of Counsel to the effect that the
Company haswe have received from, or there has been published
by, the United States Internal Revenue Service a ruling, or there has been a
change in tax law, in either case to the effect that such a discharge will not
be deemed, or result in, a taxable event with respect to Holders of the Debt
Securities of such series; and such discharge will not be applicable to any Debt
Securities of such series then listed on the New York Stock Exchange or any
other securities exchange if the provision would cause said Debt Securities to
be de-listed as a result thereof.
(Section 403)
Defeasance of Certain Covenants.Covenants
The Indenture provides that the terms of any series of Debt Securities
may provide the Companyus with the option to omit to comply with certain restrictive
covenants described in Sections 1008 and 1009 of the Indenture. The Company, inIn order to
exercise such option, we will be required to deposit with the Trustee money
and/or U.S. Government Obligations or, in the case of Debt Securities
denominated in foreign currencies, money and/or Foreign Government Securities,
which, through the payment of interest and principal thereof in accordance with
their terms, will provide money in an amount sufficient to pay principal (and
premium, if any) and interest on, and any mandatory sinking fund payments in
respect of, the Debt Securities of such series on the stated maturity of such
payments in accordance with the terms of the Indenture and such Debt Securities.
The CompanyWe will also be required to deliver to the Trustee an opinion of counsel to the
effect that the deposit and related covenant defeasance will not cause the
Holders of the Debt Securities of such series to recognize income, gain or loss
for federal income tax purposes. (Section 1010) In the event the Company exerciseswe exercise this option and the
Debt Securities of such series are declared due and payable because of the
occurrence of any Event of Default, the amount of money and U.S. Government
Obligations or Foreign Government Securities, as the case may be, on deposit
with the Trustee will be sufficient to pay amounts due on the Debt Securities of
such series at the time of their Stated Maturity but may not be sufficient to
pay amounts due on the Debt Securities of such series at the time of the
acceleration resulting from such Event of Default. However, the
Companywe shall remain
liable for such payments.
The Prospectus Supplement will state if any defeasance provision will
apply to the Offered Debt Securities.
TRUSTEETrustee
The Trustee may resign or be removed with respect to one or more series
of Debt Securities and a successor Trustee may be appointed to act with respect
to such series. (Section 610) In the event that two or more persons are acting as Trustee with
respect to different series of Debt Securities, each such Trustee shall be a
Trustee of a 11
trust under the Indenture separate and apart from the trust
administered by any other such Trustee, (Section 611), and any action described herein to be
taken by the "Trustee" may then be taken by each such Trustee with respect to,
and only with respect to, the one or more series of Securities for which it is
Trustee.
The Company maintainsWe maintain customary banking relationships with the Trustee.
13
PLAN OF DISTRIBUTION
The CompanyWe may sell the Offered Debt Securities being offered hereby in four ways:
(i)o directly to purchasers,
(ii)o through agents,
(iii)o through underwriters, and
(iv)o through dealers.
OffersWe may solicit offers to purchase Debt Securities directly, or we may
be solicited directly by the Company
or bydesignate agents designated by the Company from time to time.time to solicit offers to purchase. Any such
agent, who may be deemed to be an underwriter as that term is defined in the
Securities Act, involved in the offer or sale of the Debt Securities in respect of which
this Prospectus is delivered, will be
named, and any commissions payable by the Companyus to such agent will be set forth, in the
Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement,
any such agent will be acting on a reasonable efforts basis for the period of
its appointment. The
Company shallWe will have the sole right to accept offers to purchase Debt
Securities and may reject any proposed offer in whole or in part. Agents shall
have the right, in their sole discretion, to reject any offer received by them
to purchase the Debt Securities in whole or in part. Agents may be entitled
under agreements which may be entered into with the Companyus to indemnification by the Companyus
against certain liabilities, including liabilities under the Securities Act, and
may be customers of, engage in transactions with or perform services for the Companyus in
the ordinary course of business.
If we use an underwriter or underwriters are utilized in the sale of the Debt
Securities, in respect of which this Prospectus is delivered, the Companywe will execute an underwriting agreement with such underwriters at
the time of the sale to them and the names of the underwriters and the terms of
the transaction will be set forth in the Prospectus Supplement, which will be
used by the underwriters to make resales of the Debt Securities in respect of which
this Prospectus is delivered to the public.
The underwriters may be entitled, under the relevant underwriting agreement, to
indemnification by the Companyus against certain liabilities, including liabilities under
the Securities Act.
If we use a dealer is utilized in the sale of the Debt Securities, in respect of
which this Prospectus is delivered, the Companywe will sell
such Debt Securities to the dealer, as principal. The dealer may then resell
such Debt Securities to the public at varying prices to be determined by such
dealer at the time of resale. Dealers may be entitled to indemnification by the Companyus
against certain liabilities, including liabilities under the Securities Act.
If the Company offerswe offer and sellssell Debt Securities directly to a purchaser or
purchasers, in respect of which this Prospectus is delivered, purchasers involved in the reoffer or resale of such Debt Securities
if such purchasers
in respect thereofwho may be deemed to be underwriters as that term is defined in the Securities
Act, will be named and the terms of such reoffers or resales will be set forth
in a Prospectus Supplement. Such purchasers may then reoffer and resell such
Debt Securities to the public or otherwise at varying prices to be determined by
such purchasers at the time of resale or as otherwise described in the
Prospectus Supplement. Purchasers of Debt Securities directly from the Companyus may be
entitled under agreements which they may enter into with the Companyus to indemnification
by the Companyus against certain liabilities, including liabilities under the Securities
Act, and may engage in transactions with or perform services for the Companyus in the
ordinary course of their business or otherwise.
The place and time of delivery for the Debt Securities in respect of which
this Prospectus is delivered will be as set
forth in the Prospectus Supplement.
12
EXPERTS
The consolidated balance sheets of the Company as of December 31, 1995 and
1994, and the related consolidatedfinancial statements of income, changesincorporated in shareholders' equity and cash flows for each of the three years in the period
ended December 31, 1995, included in the Company'sthis Prospectus by reference
to our Annual Report on Form 10-K10-K/A for the year ended December 31, 1995,2000 have
been audited by Coopers & Lybrand
L.L.P., independent public accountants, as indicated in their report with
respect thereto, and areso incorporated by reference herein in reliance uponon the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of Coopers & Lybrand L.L.P.said firm as experts in
accountingauditing and auditing.accounting.
14
VALIDITY OF THE DEBT SECURITIES
The validity of the Offered Debt Securities offered hereby will be passed upon for the Companyus
by Haynsworth Sinkler & Boyd, P.A., Columbia, South Carolina, our general counsel,
to the Company, and Sullivan & Cromwell, New York, New York, special counsel
to the Company,
and for any underwriter, dealer or agent by counsel to such underwriter, dealer
or agent named in the Prospectus Supplement
("Underwriters' Counsel").Supplement. In rendering their opinions,
Sullivan & Cromwell
and Underwriters' Counselunderwriters' counsel may rely on Haynsworth Sinkler & Boyd, P.A., as to certain
matters of South Carolina law, and Sinkler & Boyd, P.A. may rely on Sullivan &
Cromwell as to certain matters of New York law. Various attorneys in the firmsfirm of Haynsworth
Sinkler & Boyd, P.A., and of Sullivan & Cromwell and members of their immediate families own or have
beneficial interests in shares of the Company'sour common stock.
1315
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Expenses in connection with the issuance of the securities being
registered hereby are estimated as follows:
Registration Fee................................................ $ 68,966
Trustee's fees and expenses..................................... 25,000
Printing and engraving costs.................................... 125,000
Rating Agencies' fees........................................... 110,000
Legal fees and expenses......................................... 190,000
Accounting fees and expenses.................................... 100,000
Blue Sky fees and expenses...................................... 20,000
Miscellaneous................................................... 11,034
--------
TOTAL......................................................... $650,000
========
Registration Fee $37,500
Trustee's fees and expenses 15,000
Printing and engraving costs 125,000
Rating Agencies' fees 110,000
Legal fees and expenses 200,000
Accounting fees and expenses 100,000
Blue Sky fees and expenses 20,000
Miscellaneous 10,500
--------
TOTAL $618,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article VIII of the By-laws of the Company provides for the
indemnification by the Company of any present or former director, officer or
employee of the Company, or any person, who, at the request of the Company, may
have served as director or officer of another corporation in which it owns
shares or of which it is a creditor. Any such person shall be entitled to
reimbursement of expenses and other liabilities, to the maximum extent permitted
by the laws of the State of South Carolina or by order of any court having
jurisdiction in any action or proceeding to which he is a party by reason of
being or having been a director, officer or employee.
Article 9 of the Restated Articles of Incorporation of the Company
states that no director of the Company shall be personally liable to the Company
or to its shareholders for monetary damages for breach of fiduciary duty as
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the laws of South Carolina, as presently in
effect or as the same may hereafter be amended.
Under Article 5 of the South Carolina Business Corporation Act of 1988
(the "Corporation Act"), a corporation has the power to indemnify directors and
officers who meet the standards of good faith and reasonable belief that conduct
was lawful and in the corporate interest (or not opposed thereto) set forth in
the Corporation Act. The Corporation Act also empowers a corporation to provide
insurance for directors and officers against liability arising out of their
positions even though the insurance coverage is broader than the power of the
corporation to indemnify. Under the Corporation Act, unless limited by its
articles of incorporation, a corporation must indemnify a director or officer
who is wholly successful, on the merits or otherwise, in the defense of any
proceeding to which he was a party because he is or was a director or officer
against reasonable expenses incurred by him in connection with the proceeding.
The registrant's Restated Articles of Incorporation do not provide otherwise.
In addition, the Company maintains directors' and officers' liability
insurance for the benefit of its directors and officers.
The form of Underwriting Agreement that will be included as Exhibit 1
hereto providesis expected to provide for indemnification of directors, certain officers
and controlling persons of the Company against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the "Act").
II-1
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers or persons controlling the Company pursuant to
the foregoing provisions (other than insurance), the Company has been informed
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.
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ITEM 16. EXHIBITS
1 Form of Underwriting Agreement.
4.1 Indenture, dated as of June 15, 1991, between the Company and the
Trustee. (Incorporated by reference to Exhibit 4.2 to the Company's
Registration Statement on Form S-3 (File No. 33-50503).)
4.2 Credit Agreement, dated as of September 17, 1996, among the Company,
the several lenders from time to time party thereto and NationsBank,
N.A., as agent.
5.1 Opinion (including consent) of Sinkler & Boyd, P.A.
5.2 Opinion (including consent) of Sullivan & Cromwell.
12.1 Statement re computation of ratio of earnings to fixed charges.
23.1 Consent of Sinkler & Boyd, P.A. (included in Exhibit 5.1).
23.2 Consent of Sullivan & Cromwell (included in Exhibit 5.2).
23.3 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (included on the signature page hereof)1 Form of Underwriting Agreement.
4.1 Indenture, dated as of June 15, 1991, between the
Company and the Trustee. (Incorporated by reference to
Exhibit 4.2 to the Company's Registration Statement on
Form S-3 (File No. 33-50503).)
4.2 Credit Agreement, dated as of July 17, 2001, among the
Company, the several lenders from time to time party
thereto and Bank of America, N.A., as agent.
5.1 Opinion (including consent) of Haynsworth Sinkler Boyd,
P.A.
12.1 Statements re: computation of ratio of earnings to
fixed charges.
23.1 Consent of Haynsworth Sinkler Boyd, P.A. (included in
Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (Included on Signature Page).
25 Statement of eligibility of the Trustee on Form T-1.
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:
(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 this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high andend of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
Provided however, that paragraphs (1)(i) and (1)(ii) do not apply,
since this Registration Statement is on Form S-3, if such information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
II-2
(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.
II-2
In connection with any offering of Debt Securities made in reliance
upon Rule 430A, the undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act of 1933 shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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 described under Item 15 above, or
otherwise (other than insurance), 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 insurance payments and 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.
II-3
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OFPursuant to the requirements of the Securities Act of 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
REQUIREMENTS FOR FILING ON FORMthe Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF HARTSVILLE, STATE OF SOUTH CAROLINA, ON SEPTEMBER
25, 1996.
Sonoco Products Company
/s/ C.W. Cokerand has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Hartsville, State of South Carolina, on September 12,
2001.
SONOCO PRODUCTS COMPANY
s/H. E. DeLoach, Jr.
By: _________________________________
C.W. COKER
CHAIRMAN AND CHIEF EXECUTIVE
OFFICER---------------------------------
H. E. DeLoach, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
Each officer or directorperson whose signature appears below hereby constitutes and appoints
C. W. Coker, P. C. BrowningH. E. DeLoach, Jr. and F. Trent Hill, Jr., and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned, with full power
of substitution and resubstitution, for and in the name, place and stead of the
undersigned, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, as well as
any related registration statement (or amendment thereto) filed pursuant to Rule
462(b) promulgated under the Securities Act of 1933, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or her true
and lawful attorney-in-factsubstitutes, may lawfully do or cause to sign on his or her behalf, as an individual and
inbe
done by virtue hereof.
Pursuant to the capacity stated below, any amendment or post-effective amendment torequirements of the Securities Act of 1933, this
Registration Statement which any such attorney-in-fact may deem
appropriate or necessary.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRA-
TION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES IN-
DICATED ON THIS 25TH DAY OF SEPTEMBER, 1996.
/s/ C.W. Coker /s/ F. Trent Hill, Jr.
_____________________________________ _____________________________________
C.W. COKER F. TRENT HILL, JR.
PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL AND ACCOUNTING
DIRECTOR OFFICER
/s/ Peter C. Browning /s/ James C. Fort
_____________________________________ _____________________________________
P. C. BROWNING J.C. FORT
PRESIDENT AND CHIEF OPERATING DIRECTOR
OFFICER AND DIRECTOR
/s/ Charles J. Bradshaw /s/ Paul Fulton
_____________________________________ _____________________________________
C.J. BRADSHAW P. FULTON
DIRECTOR DIRECTOR
/s/ Robert J. Brown /s/ B. L. M. Kasriel
_____________________________________ _____________________________________
R.J. BROWN B. L. M. KASRIEL
DIRECTOR DIRECTOR
/s/ F. L. H. Coker /s/ R.C. King, Jr.
_____________________________________ _____________________________________
F. L. H. COKER R.C. KING, JR.
DIRECTOR DIRECTOR
/s/ Edgar H. Lawton, Jr.
_____________________________________
E.H. LAWTON, JR.
DIRECTORhas been signed by the following persons in the
capacities and on the dates indicated.
II-4
/s/ James L. Coker /s/ Hugh L. McColl, Jr.
_____________________________________ _____________________________________
J.L. COKER H.L. MCCOLL, JR.
DIRECTOR DIRECTOR
/s/ T.C. Coxe, III /s/ E. Craig Wall, Jr.
_____________________________________ _____________________________________
T.C. COXE, III E.C. WALL, JR.
DIRECTOR DIRECTOR
/s/ Alan T. Dickson /s/ Dona Davis Young
_____________________________________ _____________________________________
A.T. DICKSON DONA DAVIS YOUNG
DIRECTOR DIRECTOR
/s/ Robert E. Elberson
_____________________________________
R.E. ELBERSON
DIRECTOR
Name Position Date
- ---- -------- ----
s/Charles J. Bradshaw
- ---------------------------------------------------
C. J. Bradshaw Director September 12, 2001
s/Robert J. Brown
- ---------------------------------------------------
R. J. Brown Director September 12, 2001
s/F. L. H. Coker
- ---------------------------------------------------
F. L. H. Coker Director September 12, 2001
s/James. L. Coker
- ---------------------------------------------------
J. L. Coker Director September 12, 2001
s/C. W. Coker
- ---------------------------------------------------
C. W. Coker Director and Chairman September 12, 2001
s/T. C. Coxe, III
- ---------------------------------------------------
T. C. Coxe, III Director September 12, 2001
s/Allan T. Dickson
- ---------------------------------------------------
A. T. Dickson Director September 12, 2001
s/H. E. DeLoach, Jr.
- ---------------------------------------------------
H. E. DeLoach, Jr. Director, President and September 12, 2001
Chief Executive Officer
s/Caleb C. Fort
- ---------------------------------------------------
C. C. Fort Director September 12, 2001
s/Paul Fulton
- ---------------------------------------------------
Paul Fulton Director September 12, 2001
s/F. Trent Hill, Jr.
- ---------------------------------------------------
F. Trent Hill, Jr. Principal Financial and September 12, 2001
Accounting Officer
s/B. L. M. Kasriel
- ---------------------------------------------------
B. L. M. Kasriel Director September 12, 2001
s/Edgar H. Lawton, III
- ---------------------------------------------------
E. H. Lawton, III Director September 12, 2001
s/H. L. McColl, Jr.
- ---------------------------------------------------
H. L. McColl, Jr. Director September 12, 2001
s/T. E. Whiddon
- ---------------------------------------------------
T. E. Whiddon Director September 12, 2001
s/Donna D. Young
- ---------------------------------------------------
D. D. Young Director September 12, 2001
II-5
EXHIBIT INDEX
EXHIBIT PAGE NO.
------- --------
1 Form of Underwriting Agreement.
4.1 Indenture, dated as of June 15, 1991, between the Company
and the Trustee. (Incorporated by reference to Exhibit 4.2
to the Company's Registration Statement on Form S-3 (File
No. 33-50503).)
4.2 Credit Agreement, dated as of September 17, 1996, among the
Company, the several lenders from time to time party
thereto and NationsBank, N.A., as agent.
5.1 Opinion (including consent) of Sinkler & Boyd, P.A.
5.2 Opinion (including consent) of Sullivan & Cromwell.
12.1 Statement re computation of ratio of earnings to fixed
charges.
23.1 Consent of Sinkler & Boyd, P.A. (included in Exhibit 5.1).
23.2 Consent of Sullivan & Cromwell (included in Exhibit 5.2).
23.3 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (included on the signature page hereof)EXHIBIT PAGE NO.
1 Form of Underwriting Agreement.
4.1 Indenture, dated as of June 15, 1991, between the
Company and the Trustee. (Incorporated by reference to
Exhibit 4.2 to the Company's Registration Statement on
Form S-3 (File No. 33-50503).)
4.2 Credit Agreement, dated as of July 17, 2001, among the
Company, the several lenders from time to time party
thereto and Bank of America, N.A., as agent.
5.1 Opinion (including consent) of Haynsworth Sinkler Boyd,
P.A.
12.1 Statements re computation of ratio of earnings to fixed
charges.
23.1 Consent of Haynsworth Sinkler Boyd, P.A. (included in
Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (Included on Signature Page).
25 Statement of eligibility of the Trustee on Form T-1.
II-6