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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Date of Report (Date of earliest event reported): FEBRUARY 4, 1998
MINNESOTA MINING AND MANUFACTURING COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 1-3285 41-0417775
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(State of Incorporation) (Commission file number) (I.R.S. Employer
Identification No.)
3M CENTER
ST. PAUL, MINNESOTA 55144-1000
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(Address of principal executive offices) (Zip Code)
(612) 733-1110
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(Registrant's telephone number)
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ITEMS 1-4. NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
Minnesota Mining and Manufacturing Company's ("3M") Annual Report on
Form 10-K for the fiscal year ended December 31, 1996 discloses that as of that
date 3M's long-term debt was rated Aaa and AAA by Moody's Investors Service,
Inc. ("Moody's") and Standard & Poor's Corporation ("S&P"), respectively. On
February 4, 1998, Moody's lowered its assigned rating to Aa1, and on February
10, 1998, S&P lowered its assigned rating to AA. The ratings of Aaa and Aa are
the highest and second highest rating categories, respectively, that Moody's
assigns to such debt (the modifier "1" indicates that the debt ranks in the
higher end of the Aa rating category); the ratings of AAA and AA are the highest
and second highest rating categories, respectively, that S&P assigns to such
debt. (The ratings from AA to CCC may be modified by the addition of a plus or
minus sign to show relative standing within a major rating category.)
Publications of Moody's indicate that it assigns the Aa rating to debt
securities that are judged to be of high quality by all standards and are
considered high grade bonds; the margins of protection for such debt, however,
may not be as large as the best debt securities or there may be other elements
present which make long term risk somewhat higher than the highest rated debt
securities. Publications of S&P indicate that an obligor rated AA has very
strong capacity to meet its financial commitments. It differs from the
highest-rated obligors only in a small degree. The downgrade in ratings is based
on the outlook for continued growth in leverage at 3M resulting from
management's decision to alter 3M's capital structure through increased share
repurchases and debt issuances.
3M has not requested a rating on its long-term debt by any agency other
than S&P and Moody's. However, there can be no assurance as to whether any other
rating agency will rate 3M's debt securities or, if one does, what rating would
be assigned by such rating agency. A rating by another rating agency, if
assigned at all, may be lower than the ratings assigned by S&P and Moody's.
Each rating should be evaluated independently of any other rating. A
security rating is not a recommendation to buy, sell or hold securities and may
be subject to revision or withdrawal at any time by the assigning organization.
ITEM 6. NOT APPLICABLE.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) - (b) Not Applicable.
(c) Exhibits Required by Item 601 of Regulation S-K
EXHIBIT DESCRIPTION
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1.1 Underwriting Agreement among Minnesota Mining and
Manufacturing Company, Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Goldman, Sachs & Co., J.P. Morgan
Securities Inc. and Morgan Stanley & Co. Incorporated,
dated February 11, 1998.
4.1 Form of 6 3/8% Debentures due 2028.
ITEMS 8-9. NOT APPLICABLE.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MINNESOTA MINING AND
MANUFACTURING COMPANY
Dated: February 18, 1998 By: /s/ Janet L. Yeomans
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Janet L. Yeomans
Vice President and Treasurer
EXHIBIT INDEX
EXHIBIT DESCRIPTION METHOD OF FILING
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1.1 Underwriting Agreement among Minnesota Mining Electronic
and Manufacturing Company, Merrill Lynch, Transmission
Pierce, Fenner & Smith Incorporated, Goldman,
Sachs & Co., J.P. Morgan Securities Inc. and
Morgan Stanley & Co. Incorporated, dated
February 11, 1998.
4.1 Form of 6 3/8% Debentures due 2028. Electronic
Transmission