As filed with the Securities and Exchange Commission on October 24, 2001
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
---------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE WASHINGTON POST COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 53-0182885
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1150 15th Street, N.W.
Washington, D.C. 20071
(202) 334-6000
(Address, including zip code,
and telephone number, including
area code, of Registrant's
principal executive offices)
Diana M. Daniels
Vice President,
The Washington Post Company
1150 15th Street, N.W.
Washington, D.C. 20071
(202) 334-6000
(Name, address, including zip code,
and telephone number, including
area code, of agent for service)
with copies to:
Ronald Cami, Esq.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, New York 10019
(212) 474-1048
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement as
determined by market conditions and other factors.
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If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box.[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.[ ]
CALCULATION OF REGISTRATION FEE
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Title of each Proposed Proposed
class of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered (a) unit (b) price (a) (b) fee
Debt Securities $400,000,000 100% $400,000,000 $100,000
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(a) The initial public offering price of any debt securities denominated in
any foreign currencies or currency units shall be the U.S. dollar
equivalent thereof based on the prevailing exchange rates at the
respective times such debt securities are first offered. For debt
securities issued with an original issue discount, the amount to be
registered is calculated as the initial accreted value of such debt
securities.
(b) Estimated solely for purposes 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 8(a) of the Securities Act of 1933 or until this registration
statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.
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The information in this prospectus is not complete and may be changed. The
Company 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 is not permitted.
PROSPECTUS
SUBJECT TO COMPLETION, DATED OCTOBER 24, 2001
THE WASHINGTON POST COMPANY
$400,000,000
DEBT SECURITIES
We may offer from time to time up to $400,000,000 principal amount, or
the equivalent thereof in one or more foreign currencies or currency units, of
our unsecured debt securities consisting of notes, debentures or other
evidences of indebtedness.
The terms of each series of debt securities will be set forth in a
prospectus supplement. You should read this prospectus and the prospectus
supplement carefully.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THE SECURITIES TO BE ISSUED
UNDER THIS PROSPECTUS OR DETERMINED IF THIS PROSPECTUS IS
ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
We may sell debt securities directly, through agents or through
underwriters or dealers.
The date of this prospectus is October 24, 2001
TABLE OF CONTENTS
About This Prospectus........................................................2
Where You Can Find More Information..........................................2
Forward-Looking Information..................................................4
Description of The Washington Post Company...................................4
Use of Proceeds..............................................................4
Ratio of Earnings to Fixed Charges...........................................5
Description of the Debt Securities...........................................6
Plan of Distribution........................................................16
Legal Opinions..............................................................17
Experts.....................................................................17
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission (the "Commission") utilizing a "shelf"
registration process. Under this shelf process, we may, from time to time,
sell debt securities described in this prospectus in one or more offerings up
to a total dollar amount of $400,000,000 or the equivalent of this amount in
foreign currencies or foreign currency units.
This prospectus provides you with a general description of the securities
we may offer. Each time we sell securities, we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read both this prospectus and any
prospectus supplement together with additional information described under the
heading "Where You Can Find More Information" beginning on page 2 of this
prospectus.
You should rely only on the information provided in this prospectus and
in any prospectus supplement, including the information incorporated by
reference. We have not authorized anyone to provide you with different
information. We are not offering the securities in any state where the offer
is not permitted. You should not assume that the information in this
prospectus, or any supplement to this prospectus, is accurate at any date
other than the date indicated on the cover page of these documents.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Commission a registration statement under the
Securities Act that registers the distribution of the debt securities. The
registration statement, including the attached exhibits and schedules,
contains additional relevant information about us and our securities. The
rules and regulations of the Commission allow us to omit certain information
included in the registration statement from this prospectus.
In addition, we file reports, proxy statements and other information with
the Commission under the Exchange Act. You may read and copy this information
at the following locations of the SEC.
Public Reference Room Chicago Regional Office
450 Fifth Street, N.W. Citicorp Center
Room 1300 500 West Madison Street
Washington, D.C. 20549 Suite 1400
Chicago, Illinois 60661-2511
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You may also obtain copies of this information by mail from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. You may obtain information on the operation of the
Public Reference Room by calling the Commission at 1-800-SEC-0330.
The Commission also maintains a website that contains reports, proxy
statements and other information about issuers, like us, who file
electronically with the Commission. The address of that site is
http://www.sec.gov.
You can also inspect reports, proxy statements and other information
about us at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York.
The Commission allows us to "incorporate by reference" information into
this prospectus. This means that we can disclose important information to you
by referring you to another document filed separately with the Commission. The
information incorporated by reference is considered to be a part of this
prospectus, except for any information that is superseded by information that
is included directly in this document.
This prospectus incorporates by reference the documents listed below that
we have previously filed with the Commission. They contain important
information about us and our predecessors.
Company SEC Filings Period
Annual Report on Form 10-K........Year ended December 31, 2000
Quarterly Reports on Form 10-Q....Quarters ended April 1, 2001 and July 1, 2001
We incorporate by reference additional documents that we may file with
the Commission between the date of this prospectus and the termination of the
offering of the debt securities. These documents include periodic reports,
such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, as well as proxy statements.
You can obtain any of the documents incorporated by reference in this
document through us, or from the Commission through the Commission's web site
at the address described above. Documents incorporated by reference are
available from us without charge, excluding any exhibits to those documents
unless the exhibit is specifically incorporated by reference as an exhibit in
this prospectus. You can obtain documents incorporated by reference in this
prospectus by requesting them in writing or by telephone from us at the
following addresses:
Investor Relations
The Washington Post Company
1150 15th Street, N.W.
Washington, D.C. 20071
(202) 334-6000
If you request any incorporated documents from us, we will mail them to
you by first class mail, or another equally prompt means, within one business
day after we receive your request.
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FORWARD-LOOKING INFORMATION
All public statements made by us and our representatives which are not
statements of historical fact, including certain statements in this prospectus
and any prospectus supplement, are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include comments about our business strategies and
objectives, the prospects for growth in our various business operations, and
our future financial performance. As with any projection or forecast,
forward-looking statements are subject to various risks and uncertainties that
could cause actual results or events to differ materially from those
anticipated in such statements. In addition to the various matters discussed
elsewhere in this registration statement (including the financial statements
and other items incorporated by reference in this registration statement),
specific factors identified by us that might cause such a difference include
the following: changes in prevailing economic conditions, particularly in the
specific geographic and other markets served by us; actions of competitors,
including price changes and the introduction of competitive service offerings;
changes in the preferences of readers, viewers and advertisers, particularly
in response to the growth of Internet-based media; changes in communications
and broadcast technologies; the effects of changing cost or availability of
raw materials, including changes in the cost or availability or newsprint and
magazine body paper; changes in the extent to which standardized tests are
used in the admissions process by colleges and graduate schools; changes in
the extent to which licensing or proficiency examinations are used to qualify
individuals to pursue certain careers; changes in laws or regulations,
including changes that affect the way business entities are taxed; and changes
in accounting principles or in the way such principles are applied.
DESCRIPTION OF THE WASHINGTON POST COMPANY
The Washington Post Company is a diversified media and education
organization whose principal operations consist of newspaper publishing
(primarily The Washington Post), television broadcasting (through the
ownership and operation of six network-affiliated television stations), the
ownership and operation of cable television systems, magazine publishing
(primarily Newsweek magazine), and the provision of educational and career
services (through our Kaplan subsidiary). We also produce news and other
information products for electronic distribution.
We were incorporated in 1947 under the laws of the State of Delaware. Our
executive offices are located at 1150 15th Street, N.W., Washington, D.C.
20071, and our telephone number is (202) 334-6000.
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the debt securities
offered by this prospectus for general corporate purposes. These may include:
o capital expenditures
o possible acquisitions
o repurchase of our stock
o payment of other debt
o other purposes as may be stated in the prospectus supplement
We expect to engage in additional financings on a recurring basis. The
character and amount of financings will be determined as the need arises.
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RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges has been computed by dividing
"earnings available for fixed charges" by "fixed charges." For purposes of
computing this ratio, "earnings available for fixed charges" principally
consists of (i) income before income taxes, the cumulative effect of changes
in accounting principles, and equity in earnings of unconsolidated
subsidiaries, plus (ii) "fixed charges" (excluding capitalized interest).
"Fixed charges" principally consists of interest expense and the portion of
rental expense that is representative of the interest factor (deemed by us to
be one-third).
Ratio of Earnings to Fixed Charges
(Dollars in Millions)
Six Months Ended Fiscal Year
--------------------- ------------------------------------------------------------------
July 1, July 2, December 31, January 2, January 3, December 28, December 29,
2001 2000 2000 2000 1999 1997 1996
------- ------- ------------ ---------- ---------- ------------ ------------
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Ratio of earnings to
fixed charges 10.3 (a) 4.9 4.6 (b) 10.2 23.8 (c) 37.2 (d) 32.3
===== ====== ====== ====== ====== ====== ======
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a. For the six months ended July 1, 2001, pre-tax income included
non-recurring gains of approximately $321.1 million resulting from the
sale and exchange of certain cable systems. Excluding these gains, the
ratio would have been 2.2.
b. For the fiscal year ended December 31, 2000, pre-tax income included a
non-recurring charge of approximately $27.5 million resulting from an
early retirement program at The Washington Post. Excluding this charge,
the ratio would have been 5.0.
c. For the fiscal year ended January 3, 1999, pre-tax income included
non-recurring gains of approximately $309.7 million resulting from the
disposition of the our 28 percent interest in Cowles Media Company, the
sale of 14 small cable systems and the merger of Junglee and Amazon.com.
Excluding these gains, the ratio would have been 13.2.
d. For the fiscal year ended December 28, 1997, pre-tax income included
non-recurring gains of approximately $71.1 million resulting from the
sale of assets of the our PASS Sports subsidiary and our investment
interests in Bear Island Paper Company, L.P. and Bear Island Timberlands
Company, L.P. Excluding these gains, the ratio would have been 31.5.
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DESCRIPTION OF THE DEBT SECURITIES
The debt securities will be issued under an Indenture (the "Indenture")
between the Company and Bank One Trust Company, N.A. (formerly known as The
First National Bank of Chicago), as Trustee (the "Trustee"). The Indenture was
filed as an exhibit to the registration statement filed on December 23, 1998
and is herein incorporated by reference. The debt securities may be issued
from time to time in one or more series. The particular terms of each series
will be described in a prospectus supplement. The following statements are
subject to the detailed provisions of the Indenture. The sections of the
Indenture specifically referred to in the following discussion are
incorporated by reference. Capitalized terms that are not defined in the
following discussion have the meanings assigned to them in the Indenture. For
purposes of this section of this prospectus, references to "the Company" are
to "The Washington Post Company".
General
The debt securities may be issued from time to time under the Indenture
in an unlimited aggregate principal amount and an unlimited number of series.
The debt securities are unsecured and will have the same rank as all
other unsecured and non-subordinated debt of the Company.
The prospectus supplement relating to the series of debt securities which
it offers describes (Sections 202 and 301):
(1) the title of the debt securities of such series;
(2) any limit upon the aggregate principal amount of such debt
securities;
(3) the person to whom the interest on a debt security of any series
will be payable if not the person in whose name that debt security
is registered on the regular record date;
(4) the date or dates on which such debt securities will mature or the
method of determination of such date or dates;
(5) the rate or rates, or the method of determination thereof, at which
such debt securities will bear interest, if any, the date or dates
from which such interest will accrue, the date or dates such
interest will be payable and, for registered debt securities, the
Regular Record Dates;
(6) the place or places where the principal of, and premium and
interest, if any, on such debt securities will be payable;
(7) the period or periods within which the price or prices at which the
terms and conditions upon which any such debt security may be
redeemed, in whole or in part, at the option of the Company;
(8) any terms for redemption or repurchase pursuant to any sinking fund
or analogous provision or the option of a Holder;
(9) any terms for conversion of the debt securities into other
securities of the Company or any other corporation at the option of
a Holder;
(10) any terms for the attachment to such debt securities of warrants,
options or other rights to purchase or sell stock or other
securities of the Company;
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(11) if other than the principal amount thereof, the portion of the
principal amount of such debt securities that will be payable upon
acceleration of maturity (debt securities subject to such provisions
being referred to as "Original Issue Discount Securities");
(12) any deletions or modifications of, or additions to, the Events of
Default or covenants of the Company under the Indenture with respect
to such debt securities (including whether the covenants described
below under "Certain Covenants of the Company" will not apply to
such debt securities);
(13) if other than U.S. dollars, the currency, currencies or currency
unit or units in which such debt securities will be denominated and
in which the principal of, and premium and interest, if any, on,
such debt securities will be payable;
(14) whether, and the terms and conditions on which, the Company or a
Holder may elect that, or the other circumstances under which,
payment of principal of, or premium or interest, if any, on, such
debt securities is to be made in a currency or currencies or
currency unit or units other than that in which such debt securities
are denominated;
(15) any matter of determining the amount of principal of, or premium or
interest, if any, on, any such debt securities to be determined with
reference to an index based on a currency or currency unit or units
other than that in which such debt securities are stated to be
payable or an index based on any other method;
(16) whether such debt securities will be issued in fully registered form
without coupons or in bearer form with or without coupons, or any
combination thereof, whether such debt securities will be issued in
the form of one or more global securities and whether such debt
securities are to be issuable in temporary global form or definitive
global form;
(17) if such debt securities are to be issued upon the exercise of
warrants, the time, manner and place for such debt securities to be
authenticated and delivered;
(18) whether and under what circumstances the Company will pay additional
amounts to any holder of such debt securities who is not a United
States person in respect of any tax, assessment or governmental
charge withheld or deducted and, if so, whether and on what terms
the Company will have the option to redeem such debt securities
rather than pay any additional amounts; and
(19) any other terms of any of such debt securities not inconsistent with
the Indenture.
Most debt securities will be issued as registered debt securities.
Registered debt securities denominated in U.S. dollars will be issued in
denominations of $1,000 or an integral multiple of $1,000. Bearer debt
securities denominated in U.S. dollars will be issued in denominations of
$5,000. Debt securities may bear legends required by United States Federal tax
law and regulations. (Section 401)
If any series of the debt securities are sold for any foreign currency or
currency unit or if the principal of, or premium or interest on, any series of
the debt securities is payable in any foreign currency or currency unit, the
restrictions, elections, tax consequences, specific terms and other
information with respect to such series of the debt securities and such
foreign currency or currency unit will be set forth in the prospectus
supplement relating to that series.
Certain Covenants of the Company
Limitation on Merger, Consolidation and Certain Sale of Assets. The
Company will covenant that it will not merge into or consolidate with any
other corporation, or convey or transfer all or substantially all its
properties and assets as an entirety to, any person unless:
(a) the successor is a U.S. corporation, partnership, limited liability
company, trust or other entity,
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(b) the successor assumes on the same terms and conditions all the
obligations under the debt securities and the Indenture, and
(c) immediately after giving effect to the transaction, there is no
default under the Indenture. (Section 901)
Upon such merger, consolidation, conveyance or transfer, the successor will
succeed to, and will be substituted in lieu of, the Company. (Section 902)
Event Risk. Except for the limitations on Secured Indebtedness and Sale
and Leaseback Transactions described below, the Indenture and debt securities
do not contain any covenants or other provisions designed to afford holders of
the debt securities protections in the event of a highly leveraged transaction
involving the Company.
Limitation on Secured Indebtedness. The Indenture provides that the
Company will not, and will not permit any Restricted Subsidiary to, create,
assume, incur or guarantee any Secured Indebtedness without securing the debt
securities equally and ratably with, or prior to, such Secured Indebtedness
unless immediately thereafter the aggregate amount of all outstanding Secured
Indebtedness (exclusive of Secured Indebtedness if the debt securities are
secured equally and ratably with, or prior to, such Secured Indebtedness) and
the discounted present value determined as set forth in the Indenture of all
net rentals payable under existing leases entered into in connection with Sale
and Leaseback Transactions (as defined below) entered into after a specified
date (except any such leases entered into by a Restricted Subsidiary before
the time it became a Restricted Subsidiary) would not exceed 15% of
Consolidated Net Worth. (Section 1104)
Limitation on Sale and Leaseback Transactions. The Indenture provides
that the Company will not, and will not permit any Restricted Subsidiary to,
enter any lease longer than three years (excluding leases of newly acquired,
improved or constructed property) covering any Principal Property of the
Company or any Restricted Subsidiary that is sold to any other person in
connection with such lease (a "Sale and Leaseback Transaction"), unless
either:
(a) immediately thereafter, the sum of:
(i) the discounted present value determined as set forth in the
Indenture of all net rentals payable under all such existing leases
entered into after a specified date (except any such leases entered into
by a Restricted Subsidiary before the time it became a Restricted
Subsidiary), and
(ii) the aggregate amount of all outstanding Secured Indebtedness
(exclusive of Secured Indebtedness if the debt securities are secured
equally and ratably with, or prior to, such Secured Indebtedness) does
not exceed 15% of Consolidated Net Worth; or
(b) an amount equal to the greater of:
(i) the net proceeds to the Company or a Restricted Subsidiary from
such sale, and
(ii) the discounted present value determined as set forth in the
Indenture of all net rentals payable thereunder
is applied within 180 days to the retirement of long-term debt of the
Company or a Restricted Subsidiary (other than such debt which is
subordinated to the debt securities or which is owing to the Company or a
Restricted Subsidiary). (Section 1105)
Certain Definitions Used in The Covenants. The Indenture defines some of
the terms used in the Covenants as follows:
"Secured Indebtedness" will mean indebtedness of the Company or any
Restricted Subsidiary for borrowed money which is secured by any lien
upon (or in respect of any conditional sale or other title retention
agreement covering) any Principal Property or any stock or indebtedness
of a Restricted Subsidiary, but excluding from such definition all
indebtedness: (i) outstanding on a specified date, secured by liens (or
arising from
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conditional sale or other title retention agreements) existing on that
date; (ii) incurred after a specified date to finance the acquisition,
improvement or construction of property and either secured by purchase
money mortgages or liens placed on such property within 180 days of
acquisition, improvement or construction or arising from
conditional sale or other title retention agreements; (iii) secured by
liens on Principal Property or on the stock or indebtedness of Restricted
Subsidiary, and, in either case, existing at the time of acquisition
thereof; (iv) owing to the Company or any Restricted Subsidiary; (v)
secured by liens (or conditional sale or other title retention devices)
existing at the time a corporation became or becomes a Restricted
Subsidiary in the case of a corporation which shall have become or
becomes a Restricted Subsidiary after a specified date (vi) arising from
any Sale and Leaseback Transaction; (vii) incurred to finance the
acquisition or construction of property secured by liens in favor of any
country or any political subdivision thereof; and (viii) constituting any
replacement, extension or renewal of any such indebtedness (to the extent
such indebtedness is not increased).
"Principal Property" will mean all land, land improvements, buildings,
machinery and equipment constituting a manufacturing facility, a printing
facility, a warehouse facility, a distribution facility, a television
broadcast facility, a cable television facility or an office facility
(including any portion thereof) which facility is owned by or leased to
the Company or a Restricted Subsidiary, is located within the United
States and has an acquisition cost plus capitalized improvements in
excess of 1% of Consolidated Net Worth as of the date of such
determination, other than any such facility financed through the issuance
of tax-exempt governmental obligations, or which the Board of Directors
determines is not of material importance to the Company and its
Restricted Subsidiaries taken as a whole, or in which the interest of the
Company and all its Subsidiaries does not exceed 50%.
"Consolidated Net Worth" will mean, at the date of any determination, the
consolidated stockholders' or owners' equity of the Company and its
subsidiaries, determined on a consolidated basis in accordance with
generally accepted accounting principles consistently applied.
"Restricted Subsidiary" will mean any Subsidiary of the Company which has
substantially all its property in the United States, which transacts
substantially all its business in the United States, and which owns or is
a lessee of any Principal Property. Subsidiaries organized or acquired
after a specified date for the purpose of acquiring the stock, business
or assets of any person other than the Company or any Restricted
Subsidiary and which (after giving effect to such acquisition) have
consolidated total assets of not more that 10% of the consolidated total
assets of the Company and its subsidiaries are excluded from the
definition of Restricted Subsidiary.
"Subsidiary" will mean any corporation a majority of the voting shares of
which are at the time owned or controlled, directly or indirectly, by the
Company or by one or more Subsidiaries, or by the Company and one or more
Subsidiaries.
The Indenture provides that the Company may omit to comply with the
restrictive covenants described above under "Limitation on Secured
Indebtedness" and "Limitation on Sale and Leaseback Transactions" if the
holders of not less than a majority in principal amount of all series of
outstanding debt securities affected thereby (acting as one class) waive
compliance with such restrictive covenants. (Section 1107)
Exchange, Registration and Transfer
Registered debt securities of any series will be exchangeable for other
registered debt securities of the same series of any authorized denominations
and of a like aggregate principal amount and tenor. If debt securities of any
series are issuable as both registered debt securities and bearer debt
securities, the bearer debt securities of such series (with all unmatured
coupons, except as provided below, and all matured coupons in default) will be
exchangeable for registered debt securities of the same series of any
authorized denominations and of a like aggregate principal amount and tenor.
If a bearer debt security with coupons appertaining thereto is surrendered in
exchange for a registered debt security after a Regular Record Date or Special
Record Date and before the relevant date for payment of interest, such bearer
debt security shall be surrendered without the coupon relating to such date
for payment of interest and interest will not be payable on such date in
respect of the registered debt security issued in exchange for such bearer
debt security, but will be payable only to the holder of such coupon when due
in accordance with the terms thereof and of the Indenture. Bearer debt
securities will not be issued in exchange for
9
registered debt securities (unless otherwise specified in the applicable
prospectus supplement and permitted by applicable rules and regulations). No
service charge will be made for any transfer or exchange of the debt
securities, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge in connection therewith. (Section 404)
Debt securities may be presented for exchange as provided above, and
registered debt securities (other than book-entry debt securities (as defined
below under "Global Securities--U.S. Book-Entry Securities")) may be presented
for registration of transfer (with the form of transfer endorsed thereon duly
executed), at the office of the Security Registrar or at the office of any
additional transfer agent designated by the Company for such purpose with
respect to any series of debt securities and referred to in the applicable
prospectus supplement. (Sections 404 and 1102) Bank One Trust Company, N.A.,
currently located at 153 West 51st Street, New York, New York 10019, will be
the initial Security Registrar under the Indenture. (Section 404) The Company
may at any time designate, or rescind the designation of, the Security
Registrar or any additional transfer agent or approve a change in the location
through which the Security Registrar or any such transfer agent acts, except
that, if debt securities of a series are issuable solely as registered debt
securities, the Company will be required to maintain a transfer agent in each
place of payment for such series and, if debt securities of a series are
issuable as both registered debt securities and bearer debt securities or
solely as bearer debt securities, the Company will be required to maintain (in
addition to the Security Registrar) a transfer agent in a place of payment for
such series located outside of the United States. The Company may at any time
designate additional transfer agents with respect to any series of debt
securities. (Section 1102)
In the event of any redemption in part of any series of debt securities,
the Company will not be required to: (i) issue, register the transfer of, or
exchange, debt securities of any series during a period beginning at the
opening of business 15 Business Days before any selection of debt securities
of that series to be redeemed and ending at the close of business on (a) if
debt securities of the series are issuable only as registered debt securities,
the day of mailing of the relevant notice of redemption and (b) if debt
securities of the series are issuable as bearer debt securities, the day of
the first publication of the relevant notice of redemption or, if debt
securities of the series are also issuable as registered debt securities and
there is no publication, the day of mailing of the relevant notice of
redemption; (ii) register the transfer of, or exchange, any registered debt
security selected for redemption, in whole or in part, except the unredeemed
portion of any registered debt security being redeemed in part; or (iii)
exchange any bearer debt security selected for redemption, except to exchange
such bearer debt security for a registered debt security of that series and
like tenor which is simultaneously surrendered for redemption. (Section 404)
For a discussion of restrictions on the exchange, registration and
transfer of global debt securities, see "Global Securities" below.
Payment and Paying Agents
Payment of principal of, and premium and interest, if any, on, registered
debt securities will be made in the designated currency or currency unit at
the office of such paying agent or paying agents as the Company may designate
from time to time. At the option of the Company, payment of any interest on
registered debt securities may be made by check mailed to the address of the
person entitled thereto as such address shall appear in the Security Register.
Payment of any installment of interest on registered debt securities will be
made to the person in whose name such registered debt security is registered
at the close of business on the Regular Record Date for such interest.
(Sections 406 and 410)
Payment of principal of, and premium and interest, if any, on, bearer
debt securities will be made in the designated currency unit at the offices of
such paying agents outside the United States as the Company may designate from
time to time. On the applicable payment date therefor, payments of principal
of, and premium, if any, on, bearer debt securities will be made against
surrender of such debt securities, and payment of interest on bearer debt
securities with coupons appertaining thereto on any Interest Payment Date will
be made only against surrender of the coupon relating to such Interest Payment
Date. (Sections 410 and 1102) No payment with respect to any bearer debt
security will be made at any office or agency of the Company in the United
States or by check mailed to any address in the United States or by transfer
to any account maintained with a bank located in the United States.
Notwithstanding the foregoing, payments of principal of, and premium and
interest, if any, on, bearer debt
10
securities denominated and payable in U.S. dollars will be made at the office
of the Company's paying agent in the Borough of Manhattan, The City of New
York, if (but only if) payment of the full amount thereof in U.S. dollars at
all offices or agencies outside the United States is illegal or effectively
precluded by exchange controls or other similar restrictions. (Section 1102)
Bank One Trust Company, N.A. will be designated as the Company's paying
agent for payments with respect to debt securities that are issuable solely as
registered debt securities and as the Company's paying agent in the Borough of
Manhattan, The City of New York for payments with respect to debt securities
(subject to the limitations described above in the case of bearer debt
securities) that are issuable solely as bearer debt securities or as both
registered debt securities and bearer debt securities. Any paying agents
outside the United States and any other paying agents in the United States
initially designated by the Company for the debt securities of a series will
be named in the applicable prospectus supplement. The Company may at any time
designate additional paying agents or rescind the designation of any paying
agent or approve a change in the office through which any paying agent acts,
except that, if debt securities of a series are issuable solely as registered
debt securities, the Company will be required to maintain a paying agent in
each place of payment for such series and, if debt securities of a series are
issuable as both registered debt securities or bearer debt securities or
solely as bearer debt securities, the Company will be required to maintain (i)
a paying agent in the Borough of Manhattan, The City of New York for payments
with respect to any registered debt securities of the series (and for payments
with respect to bearer debt securities of the series in the circumstances
described above, but not otherwise), and (ii) a paying agent in a place of
payment located outside the United States where debt securities of such series
and any coupons appertaining thereto may be presented and surrendered for
payment; provided that if the debt securities of such series are listed on any
stock exchange located outside the United States and such stock exchange shall
so require, the Company will maintain a paying agent in any required city
located outside the United States for the debt securities of such series.
(Section 1102)
All moneys deposited with the Trustee or a paying agent, or then held by
the Company, in trust for the payment of principal of, and premium and
interest, if any, on, any debt security or coupon that remains unclaimed at
the end of two years after such principal, premium or interest shall have
become due and payable will be repaid to the Company, or, if then held by the
Company, discharged from such trust, and the holder of such debt security or
coupon will thereafter look only to the Company for payment thereof. (Section
1103)
Global Securities
The debt securities of a series may be issued in whole or in part in the
form of one or more global debt securities. These securities will be deposited
with, or on behalf of, a depositary identified in the applicable prospectus
supplement. The specific terms of the depositary arrangement with respect to
any debt securities of a series issued in global form will be described in the
prospectus supplement relating to such series.
Unless otherwise specified in a prospectus supplement, we anticipate that
the following provisions will apply to our depositary arrangements:
Bearer Securities. If any debt securities of a series are issuable in
definitive global bearer form, the applicable prospectus supplement will
describe the circumstances, if any, under which beneficial owners of interests
in any such definitive global bearer debt security may exchange such interests
for debt securities of such series and of like tenor and principal amount in
any authorized form and denomination. No bearer debt security delivered in
exchange for a portion of a definitive global debt security will be mailed or
otherwise delivered to any location in the United States in connection with
such exchange. (Section 404) Principal of, and premium and interest, if any,
on, a definitive global bearer debt security will be payable in the manner
described in the applicable prospectus supplement.
U.S. Book-Entry Debt Securities. If debt securities of a series
represented are to be represented by a definitive global registered debt
security and deposited with, or on behalf of, a depositary in the United
States, such debt securities will be registered in the name of the depositary
or its nominee. These securities are referred to as "book-entry securities".
The depositary will credit, on its book-entry registration and transfer
system, the respective principal amounts of the book-entry debt securities
represented by such global debt security to the accounts of
11
institutions that have accounts with such depositary or its nominee
("participants"). The accounts to be credited shall be designated by the
underwriters or agents for the sale of such book-entry debt securities or by
the Company, if such debt securities are offered and sold directly by the
Company. Ownership of book-entry debt securities will be limited to
participants or persons that may hold interests through participants.
Ownership of book-entry debt securities will be shown on, and the transfer of
that ownership will be effected only through, records maintained by the
depositary or its nominee for the applicable global security or by
participants or persons that hold through participants. So long as the
depositary, or its nominee, is the registered owner of such global debt
security, such depositary or such nominee, as the case may be, will be
considered the sole owner or holder of the book-entry debt securities
represented by such global debt security for all purposes under the Indenture.
Payment of principal of, and premium and interest, if any, on, book-entry debt
securities will be made to the depositary or its nominee, as the case may be,
as the registered owner or the holder of the global debt security representing
such book-entry debt securities. Owners of book-entry debt securities will not
be entitled to have such debt securities registered in their names in the
Security Register, will not receive or be entitled to receive physical
delivery of such debt securities in definitive form and will not be considered
the owners or holders thereof under the Indenture. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws
impair the ability to purchase or transfer book-entry debt securities.
The Company expects that the depositary for book-entry debt securities of
a series, upon receipt of any payment of principal of, or premium or interest,
if any, on, the related definitive global debt security, will immediately
credit participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of such global debt
security as shown on the records of such depositary. The Company also expects
that payments by participants to owners of beneficial interests in such global
debt security held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name",
and will be the responsibility of such participants.
Satisfaction and Discharge; Defeasance
At the request of the Company, the Indenture will cease to be in effect
as to the debt securities of any series (except for certain obligations to
register the transfer or exchange of such debt securities and related coupons,
if any, and hold moneys for payment of such debt securities and coupons in
trust) when either (a) all such debt securities and coupons have been
delivered to the Trustee for cancellation or (b) all such debt securities and
coupons have become due and payable or will become due and payable at their
stated maturity within one year, or are to be called for redemption within one
year, and the Company has deposited with the trustee, in trust money, in the
currency, currencies or currency unit or units in which such debt securities
are payable, in an amount sufficient to pay all the principal of, and premium
and interest, if any, on, such debt securities on the dates such payments are
due in accordance with the terms of such debt securities. (Section 501)
The Company may defease any series of debt securities and, at its option,
either (a) be Discharged after 90 days from any and all obligations in respect
of such series of debt securities (except for certain obligations to register
the transfer of or exchange debt securities and related coupons, replace
stolen, lost or mutilated debt securities and coupons, maintain paying
agencies and hold moneys for payment in trust) or (b) eliminate the
requirement to comply with certain restrictive covenants of the Indenture in
respect of such series (including those described under "Certain Covenants of
the Company"). In order to exercise either defeasance option, the Company must
deposit with the trustee in trust, money, or, in the case of debt securities
and coupons denominated in U.S. dollars, U.S. Government Obligations or, in
the case of debt securities and coupons denominated in a foreign currency,
Foreign Government Securities, which through the payment of interest thereon
and principal thereof in accordance with their terms will provide money, in an
amount sufficient to pay in the currency, currencies or currency unit or units
in which such debt securities are payable all the principal (including any
mandatory sinking fund payments) of, and interest on, such series on the dates
such payments are due in accordance with the terms of such series. Among the
conditions to the Company's exercising any such option, the Company is
required to deliver to the Trustee an opinion of counsel to the effect that
the deposit and related defeasance would not cause the holders of such series
to recognize income, gain or loss for United States Federal income tax
purposes and that the holders of such series will be subject to United States
Federal income tax in the same amounts, in the same manner and at the same
times as would have been the case if such option had not been exercised.
(Section 503)
12
Events of Default, Notice and Waiver
The Indenture provides that, if an Event of Default specified therein
with respect to any series of debt securities shall have happened and be
continuing, either the Trustee or the holders of 25% in principal amount of
the outstanding debt securities of such series (in the case of certain events
of bankruptcy, insolvency and reorganization, voting as one class with all
other outstanding debt securities) may declare the principal of all the debt
securities of such series, together with accrued interest thereon, if any, to
be immediately due and payable by notice in writing to the Company (and to the
Trustee if given by the holders). (Section 602)
Events of Default in respect of any series are defined in the Indenture
as being:
o default for 30 days in payment of any interest installment when due;
o default in payment of principal of, or premium, if any, on, debt
securities of such series when due (other than any sinking fund
payments) at their stated maturity, by declaration, when called for
redemption or otherwise;
o default for 30 days in the making of any sinking fund payment when
due;
o default for 90 days after notice to the Company by the Trustee or by
holders of at least 25% in aggregate principal amount of the
outstanding debt securities of such series in the performance of any
covenant in the debt securities of such series or in the Indenture
with respect to debt securities of such series;
o certain events of bankruptcy, insolvency and reorganization.
No Event of Default with respect to a single series of indebtedness issued
under the Indenture (and any supplemental indentures) necessarily constitutes
an Event of Default with respect to any other series of indebtedness issued
thereunder. (Section 601)
The Indenture provides that the trustee will, within 90 days after the
occurrence of a default with respect to the debt securities of any series,
give to the holders of the debt securities of such series notice of all
uncured and unwaived defaults known to it; provided that, except in the case
of default in the payment of principal of, or premium or interest, if any, on,
or a sinking fund installment, if any, with respect to any of the debt
securities of such series, the Trustee will be protected in withholding such
notice if it in good faith determines that the withholding of such notice is
in the interest of the holders of the debt securities of such series. The term
"default" for the purpose of this provision only means the happening of any of
the Events of Default specified above, except that any grace period or notice
requirement is eliminated. (Section 702)
The Indenture contains provisions entitling the Trustee, subject to the
duty of the Trustee during an Event of Default to act with the required
standard of care, to be indemnified by the holders of the debt securities
before proceeding to exercise any right or power under the Indenture at the
request of holders of the debt securities. (Section 703)
The Indenture provides that the holders of a majority in principal amount
of the outstanding debt securities of any series may in certain circumstances
direct the time, method and place of conducting proceedings for remedies
available to the Trustee or exercising any trust or power conferred on the
Trustee in respect of such series. (Section 612)
The Indenture includes a covenant that the Company will file annually
with the Trustee an Officers' Certificate stating whether any default exists
and specifying any default that exists. (Section 1106)
In certain cases, the holders of a majority in principal amount of the
outstanding debt securities of any series may on behalf of the holders of all
debt securities of such series waive any past default or Event of Default with
respect to the debt securities of such series or compliance with certain
provisions of the Indenture, except, among other things, a default not
theretofore cured in payment of the principal of, or premium or interest, if
any, on, any of
13
the debt securities of such series. (Section 613) The holders of a majority in
principal amount of a series of outstanding debt securities also have certain
rights to rescind any declaration of acceleration with respect to such series
after all Events of Default with respect to such series not arising from such
declaration shall have been cured. (Section 602)
Modification of the Indenture
The Indenture allows the Company and the Trustee, without the consent of
any holders of debt securities, to enter into supplemental indentures for the
purposes, among other things, of:
o adding to the Company's covenants,
o adding additional Events of Default,
o establishing the form or terms of any series of debt securities
issued under such supplemental indentures or curing ambiguities or
inconsistencies in the Indenture,
o making other provisions that do not adversely affect the interests
of the holders of any series of debt securities in any material
respect. (Section 1001)
The Indenture allows the Company and the Trustee, with the consent of the
holders of not less than a majority in principal amount of the outstanding
debt securities of all affected series (acting as one class), 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 the debt securities of such series. But, no supplemental indenture may,
without the consent of the holders of all the outstanding debt securities
affected thereby, among other things:
(1) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any debt security;
(2) reduce the principal amount of, the rate of interest on, or any
premium payable upon the redemption of, any debt security;
(3) reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon acceleration of the Maturity
thereof;
(4) change any place of payment where, or the currency, currencies
or currency unit or units in which, any debt security or any premium or
interest thereon is payable;
(5) impair the right to institute suit for the enforcement of any
such payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date);
(6) affect adversely the terms, if any, of conversion of any debt
security into stock or other securities of the Company or of any other
corporation;
(7) reduce the percentage in principal amount of the outstanding
debt securities of any series, the consent of whose holders is required
for any such supplemental indenture, or the consent of whose holders is
required for any waiver (of compliance with certain provisions of the
Indenture or certain defaults thereunder and their consequences) provided
for in the Indenture;
(8) change any obligation of the Company, with respect to
outstanding debt securities of a series, to maintain an office or agency
in the places and for the purposes specified in the Indenture for such
series;
(9) modify any of the foregoing provisions or the provisions for the
waiver of certain covenants and defaults, except to increase any
applicable percentage of the aggregate principal amount of outstanding
debt
14
securities the consent of the holders of which is required or to provide
with respect to any particular series the right to condition the
effectiveness of any supplemental indenture as to that series on the
consent of the holders of a specified percentage of the aggregate
principal amount of outstanding debt securities of such series or to
provide that certain other provisions of the Indenture cannot be modified
or waived without the consent of the holder of each outstanding debt
security affected thereby. (Section 1002)
Meetings
The Indenture contains provisions for convening meetings of the holders
of debt securities of any series. (Section 1401) A meeting may be called at
any time by the Trustee under the Indenture, and also, upon request, by the
Company or the holders of at least 10% in principal amount of the outstanding
debt securities of such series, in any such case upon notice given in
accordance with "Notices" below. (Section 1402) Persons entitled to vote a
majority in principal amount of the outstanding debt securities of a series
will constitute a quorum at a meeting of holders of debt securities of such
series, except that in the absence of a quorum, if the meeting was called by
the Company or the Trustee, it may be adjourned for a period of not less than
10 days, and in the absence of a quorum at any such adjourned meeting, the
meeting may be further adjourned for a period of not less than 10 days.
(Section 1404)
Except for any consent which must be given by the holder of each
outstanding debt security affected thereby, as described above under
"Modification of the Indenture", and subject to the provisions described in
the last sentence under this subheading, any resolution presented at a meeting
or adjourned meeting duly reconvened at which a quorum is present may be
adopted by the affirmative vote of the holders of a majority in principal
amount of the outstanding debt securities of that series. Any resolution with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other action which may be made, given or taken by the holders of a
specified percentage, which is equal to or less than a majority, in principal
amount of outstanding debt securities of a series may be adopted at a meeting
or an adjourned meeting duly reconvened at which a quorum is present by the
affirmative vote of the holders of such specified percentage in principal
amount of the outstanding debt securities of that series. Any resolution
passed or decision taken at any meeting of holders of debt securities of any
series duly held in accordance with the Indenture will be binding on all
holders of debt securities of that series and the related coupons. With
respect to any consent, waiver or other action which the Indenture expressly
provides may be given by the holders of a specified percentage of outstanding
debt securities of all series affected thereby (acting as one class), only the
principal amount of outstanding debt securities of any series represented at a
meeting or an adjourned meeting duly reconvened at which a quorum is present
as aforesaid and voting in favor of such action will be counted for purposes
of calculating the aggregate principal amount of outstanding debt securities
of all series affected thereby favoring such action. (Section 1404)
Notices
Except as otherwise provided in the Indenture, notices to holders of
bearer debt securities will be given by publication at least once in a daily
newspaper in The City of New York and in London and in such other city or
cities as may be specified in such bearer debt securities. Notices will also
be mailed to such persons whose names and addresses were previously filed with
the Trustee, within the time prescribed for the giving of such notice. Notices
to holders of registered debt securities will be given by mail to the
addresses of such holders as they appear in the Security Register. (Section
106)
Title
Title to any bearer debt securities and any coupons appertaining thereto
will pass by delivery. The Company, the Trustee and any agent of the Company
or the Trustee may treat the bearer of any bearer debt security or related
coupon and, prior to due presentment for registration of transfer, the
registered owner of any registered debt security (including registered debt
securities in global registered form), as the absolute owner thereof (whether
or not such debt security or coupon shall be overdue and notwithstanding any
notice to the contrary) for the purpose of making payment and for all other
purposes. (Section 407)
15
Replacement of Securities Coupons
Any mutilated debt security and any debt security with a mutilated coupon
appertaining thereto will be replaced by the Company at the expense of the
holder upon surrender of such mutilated debt security or debt security with a
mutilated coupon to the Security Registrar. Debt securities or coupons that
become destroyed, stolen or lost will be replaced by the Company at the
expense of the holder upon delivery to the Security Registrar of evidence of
the destruction, loss or theft thereto satisfactory to the Company and the
Security Registrar, in the case of any coupon which becomes destroyed, stolen
or lost, such coupon will be replaced (upon surrender to the Security
Registrar of the debt security with all appurtenant coupons not destroyed,
stolen or lost) by issuance of a new debt security in exchange for the debt
security to which such coupon appertains. In the case of a destroyed, lost or
stolen debt security or coupon, an indemnity satisfactory to the Security
Registrar and the Company may be required at the expense of the holder of such
debt security or coupon before a replacement debt security will be issued.
(Section 405)
Governing Law
The Indenture, the debt securities and the coupons will be governed by,
and construed in accordance with, the laws of the State of New York.
Concerning the Trustee
The Company may from time to time maintain lines of credit, and have
other customary banking relationships, with Bank One Trust Company, N.A.
(formerly known as The First National Bank of Chicago), the Trustee under the
Indenture, or with its affiliates.
PLAN OF DISTRIBUTION
We may sell the debt securities in any of three ways: (i) through
underwriters, (ii) through agents or (iii) directly to a limited number of
institutional purchasers or to a single purchaser. In the applicable
prospectus supplement, we will set forth the terms of the offering of the debt
securities of such series, including the name or names of any underwriters,
the purchase price and the proceeds we receive from such sale, any
underwriting discounts and other items constituting underwriters'
compensation, any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers and any securities
exchanges on which the debt securities of such series may be listed.
If we use underwriters in the sale, the debt securities will be acquired
by the underwriters for their own account and may be resold from time to time
in one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of sale. The
debt securities may be either offered to the public through underwriting
syndicates represented by managing underwriters or by underwriters without a
syndicate. Unless otherwise set forth in the prospectus supplement, the
obligations of the underwriters to purchase debt securities will be subject to
certain conditions precedent and the underwriters will be obligated to
purchase all the debt securities of a series if any are purchased. Any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
We may sell debt securities directly or through agents designated by us
from time to time. Any agent 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 us 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 best efforts basis for the
period of its appointment.
We may authorize agents or underwriters to solicit offers by certain
types of institutions to purchase debt securities from us at the public
offering price set forth in the prospectus supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in
the future. Such contracts will be subject only to those conditions set forth
in the prospectus supplement, and the prospectus supplement will set forth the
commissions payable for solicitation of such contracts.
16
Agents and underwriters may be entitled under agreements entered into
with us to indemnification by us against certain civil liabilities, including
liabilities under the Securities Act of 1933, or to contribution with respect
to payments which the agents or underwriters may be required to make in
respect thereof. Agents and underwriters may be customers of, engage in
transactions with, or perform services for, the Company in the ordinary course
of business.
Each series of debt securities will be a new issue of securities with no
established trading market. Any underwriters to whom we sell debt securities
for public offering and sale may make a market in such debt securities, but
such underwriters will not be obligated to do so and may discontinue any
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for any debt securities.
LEGAL OPINIONS
Diana M. Daniels, who is our Vice President, General Counsel and
Secretary, or another of our lawyers, or Cravath, Swaine & Moore, our outside
counsel, will issue an opinion about the legality of the offered securities
for us. Any underwriters will be advised about other issues relating to any
offering by their own legal counsel.
EXPERTS
The consolidated financial statements as of December 31, 2000 and January
2, 2000 and for each of the three years in the period ended December 31, 2000
incorporated by reference in this prospectus have been so included in reliance
on the report of PricewaterhouseCoopers lLP, independent accountants, given on
the authority of said firm as experts in auditing and accounting.
17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following statement sets forth the estimated amounts of expenses
(subject to future contingencies), other than underwriting discounts, to be
borne by the Company in connection with the offering described in this
registration statement:
Securities and Exchange Commission Registration Fee................ $100,000
Trustee's Fees..................................................... $6,000
Printing and Engraving Expenses.................................... $25,000
Rating Agency Fees................................................. $260,000
Accounting Fees and Expenses....................................... $55,000
Legal Fees......................................................... $15,000
Miscellaneous Expenses............................................. $10,000
Total Expenses..................................................... $ 471,000
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law ("DGCL") permits us
to indemnify any of our directors or officers against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement, incurred in
defense of any action (other than an action by or in our rights) arising by
reason of the fact that he is or was an officer or director of the Company if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. Section 145 also permits the Company to indemnify any such officer
or director against expenses incurred in an action by or in the right of the
Company if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the Company, except in respect of
any matter as to which such person is adjudged to be liable to the Company, in
which case court approval must be sought for indemnification. This statute
requires indemnification of such officers and directors against expenses to
the extent they may be successful in defending any such action. This statute
provides that it is not exclusive of other indemnification that may be granted
by the Company's by-laws, a vote of stockholders or disinterested directors,
agreement or otherwise. The statute permits purchase of liability insurance by
the Company on behalf of officers and directors, and the Company has purchased
such insurance.
Paragraph B of Article Nine of the Registrant's Certificate of
Incorporation requires indemnification to the fullest extent permitted under
Delaware law of any person who is or was a director or officer of the
Registrant who is or was involved or threatened to be made so involved in any
action, suit or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that such person is or was serving as a
director, officer or employee of the Registrant or any predecessor of the
Registrant or was serving at the request of the Registrant as a director,
officer or employee of any other enterprise.
Section 102(b)(7) of the DGCL permits a provision in the certificate of
incorporation of each corporation organized thereunder, such as the
Registrant, eliminating or limiting, with certain exceptions, the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director. Paragraph A of Article
Nine of the Registrant's Certificate of Incorporation eliminates the liability
of directors to the extent permitted by Section 102(b) (7) of the DGCL.
The foregoing statements are subject to the detailed provisions of
Section 145 and 102 (b) (7) of the DGCL and Article Nine of such Certificate
of Incorporation, as applicable.
II-1
Item 16. Exhibits
Exhibit No. Description
(1) Proposed Form of Underwriting Agreement (incorporated by reference
to Exhibit 1 of the Company's Registration Statement on Form S-3
filed December 23, 1998).
(4)(a) Form of Indenture between the Company and Bank One Trust Company,
N.A. (formerly known as The First National Bank of Chicago) as
Trustee (incorporated by reference to Exhibit 4(a) of the Company's
registration statement on Form S-3 filed December 23, 1998).
(4)(b) Form of Fixed Rate Security with and without Redemption Provision
(included in Exhibit 4(a)).
(5) Opinion of Diana M. Daniels, Esq.*
(12) Computation of Ratios of Earnings to Fixed Charges.*
(23)(a) Consent of Independent Accountants.*
(23)(b) Consent of Counsel (included in Exhibit 5).*
(24) Powers of Attorney (included on the signature page of this
registration statement).
(25) Statement of Eligibility and Qualification on Form T-1 of Bank One
Trust Company, N.A. (formerly known as The First National Bank of
Chicago) to act as Trustee under the Indenture.*
-----------
* Filed electronically herewith.
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 the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change 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 end 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% change in
the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement;
and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (1) (i) and (1) (ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934, as amended, that are incorporated by reference in the registration
statements.
(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 that 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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13 (a) or Section 15 (d) of the Securities Exchange
Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in Item 15 above (other
than through the liability insurance referred to therein), or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person in the successful defense of any action, suit or proceeding and other
than through such liability insurance) is asserted by such officer, director
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 of whether or not 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 of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, on , 2001.
The WASHINGTON POST COMPANY
By: /s/ Diana M. Daniels
------------------------
Name: Diana M. Daniels
Title: Vice President,
General Counsel
and Secretary
Each of the undersigned directors and officers of the Registrant hereby
severally constitute and appoint Diana M. Daniels and John B. Morse, Jr., as
attorneys-in-fact for the undersigned, in any and all capacities, with full
power of substitution, to sign any amendments to this registration statement
(including post-effective amendments) and any subsequent registration
statement filed by The Washington Post Company pursuant to Rule 462(b) of the
Securities Act of 1933, and to file the same with exhibits thereto and other
documents in connection therewith with the Securities and Exchange Commission,
granting unto said attorneys-in-fact, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as they might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
By: /s/ Donald E. Graham Chairman of the Board October 24, 2001
---------------------------- and Chief Executive Officer
Donald E. Graham (Principal Executive
Officer) and Director
By: /s/ John B. Morse, Jr. Vice President-Finance October 24, 2001
---------------------------- (Principal Financial
John B. Morse, Jr. and Accounting Officer)
By: /s/ Warren E. Buffett Director October 24, 2001
----------------------------
Warren E. Buffett
By: /s/ Daniel B. Burke Director October 24, 2001
----------------------------
Daniel B. Burke
By: /s/ Barry Diller Director October 24, 2001
----------------------------
Barry Diller
By: /s/ John L. Dotson, Jr. Director October 24, 2001
----------------------------
John L. Dotson, Jr.
By: /s/ George J. Gillespie, III Director October 24, 2001
----------------------------
George J. Gillespie, III
By: /s/ Ralph E. Gomory Director October 24, 2001
----------------------------
Ralph E. Gomory
II-4
By: /s/ Donald R. Keough Director October 24, 2001
----------------------------
Donald R. Keough
By: /s/ Richard D. Simmons Director October 24, 2001
----------------------------
Richard D. Simmons
By: /s/ George W. Wilson Director October 24, 2001
----------------------------
George W. Wilson
II-5
Exhibit No. Exhibit
(1) Proposed Form of Underwriting Agreement (incorporated by
reference to Exhibit 1 of the Company's Registration Statement
on Form S-3 filed December 23, 1998).
(4)(a) Form of Indenture between the Company and Bank One Trust
Company, N.A. (formerly known as The First National Bank of
Chicago) as Trustee (incorporated by reference to Exhibit 4(a)
of the Company's registration statement on Form S-3 filed
December 23, 1998).
(4)(b) Form of Fixed Rate Security with and without Redemption
Provision (included in Exhibit 4(a)).
(5) Opinion of Diana M. Daniels, Esq.*
(12) Computation of Ratios of Earnings to Fixed Charges.*
(23)(a) Consent of Independent Accountants.*
(23)(b) Consent of Counsel (included in Exhibit 5).*
(24) Powers of Attorney (included on the signature page of this
registration statement).
(25) Statement of Eligibility and Qualification on Form T-1 of Bank
One Trust Company, N.A. (formerly known as The First National
Bank of Chicago) to act as Trustee under the Indenture.*
II-6
EXHIBIT 5
October 24, 2001
OPINION OF DIANA M. DANIELS, ESQ.
The Washington Post Company
1150 15th Street, NW
Washington, DC 20071
Ladies and Gentlemen:
The Washington Post Company, a Delaware corporation (the "Company"), is
registering for sale under the Securities Act of 1933, as amended (the "Act"),
$400,000,000 in aggregate principal amount of the Company's debt securities
(the "Debt Securities"). The Debt Securities are to be offered from time to
time pursuant to a Registration Statement on Form S-3 being filed under the
Act on the date hereof (the "Registration Statement") and issued from time to
time under an Indenture (the "Indenture") between the Company and Bank One
Trust Company, N.A. (formerly known as The First National Bank of Chicago), as
Trustee (the "Trustee"), the form of which has been filed as an exhibit to the
Registration Statement.
As Vice President, General Counsel and Secretary for the Company, I have
general supervision over the Company's legal affairs. In such capacity, I, or
lawyers under my supervision, have examined originals or copies certified to
our satisfaction of such documents, certificates or there statements of public
officials and corporate officers of the Company and such other papers as we
have deemed relevant and necessary in order to give the opinion hereinafter
set forth. In this connection, we assumed the genuineness of signatures on,
and the authenticity of, all documents so examined. As to any facts material
to this opinion which were not independently established by us, we relied on
such certificates or other statements of public officials and officers of the
Company with respect to the accuracy of factual matters contained therein.
Based upon the foregoing, and the legal considerations that I deem
relevant, it is my opinion that the Debt Securities of a particular series
offered (the "Offered Debt Securities") will be legally issued and binding
obligations of the Company (except as may be limited by bankruptcy,
insolvency, reorganization or other laws relating to the enforcement of
creditors' rights or by general principals of equity) when (i) the
Registration Statement relating to the Offered Debt Securities, as amended
(including all necessary post-effective amendments), shall have become
effective under the Act, (ii) the Indenture shall have been duly authorized,
executed and delivered by the Company and the Trustee, and duly qualified
under the Trust Indenture Act of 1939, as amended, and (iii) the Offered Debt
Securities shall have been duly executed and authenticated as provided in the
Indenture and duly delivered to the purchasers thereof against payment of the
agreed consideration therefore.
The Washington Post Company
October 24, 2001
Page 2
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference under the caption "Legal Opinions"
in the Prospectus forming a part thereof or used in connection therewith.
Very truly yours,
/s/ Diana M. Daniels
------------------------
Diana M. Daniels
Exhibit 12
Computation of Ratio of Earnings to Fixed Charges
(Dollars in Millions)
Six months Six months Year Year Year Year Year
ended ended ended ended ended ended ended
July 1, July 2, December 31, January 2, January 3, December 28, December 29,
2001 2000 2000 2000 1999 1997 1996
---------- ---------- ----------- ---------- ---------- ------------ ------------
Earnings:
Income from continuing operations before
income taxes and cumulative effect of
change in accounting principle 352,296 114,546 229,870 375,385 668,059 463,074 360,217
Adjustments:
Fixed charges, as below 39,977 34,060 73,008 41,369 29,331 12,562 10,947
Interest capitalized - - - (1,800) (5,600) (450) -
Preferred stock dividend requirements,
adjusted to a pretax equivalent basis (1,384) (1,339) (1,710) (1,583) (1,593) (1,593) (1,133)
Equity in (income) losses of less than 50
percent owned entities 19,102 20,775 36,466 8,814 5,141 (10,512) (19,702)
Dividends from less than 50 percent owned - - 940 930 1,587 3,584 3,403
--------- --------- --------- --------- --------- -------- ---------
entities
Earnings as adjusted $ 409,990 $ 168,042 $ 338,573 $ 423,115 $ 696,925 $466,665 353,732
========= ========= ========= ========= ========= ======== =========
Fixed charges:
Interest expense and amortization of deferred
financing costs, expensed or capitalized 27,864 25,140 54,731 28,586 17,138 1,702 1,514
Portion of rent expense representative of the
interest factor 10,728 7,582 16,567 11,200 10,600 9,267 8,300
Preferred stock dividend requirements,
adjusted to a pretax equivalent basis 1,384 1,339 1,710 1,583 1,593 1,593 1,133
--------- --------- --------- --------- --------- -------- ---------
Total Fixed Charges $ 39,977 $ 34,060 $ 73,008 $ 41,369 $ 29,331 $ 12,562 $10,947
========= ========= ========= ========= ========= ======== =========
Ratio of earnings to fixed charges 10.26(a) 4.93 4.64(b) 10.23 23.76(c) 37.2(d) 32.3
========= ========= ========= ========= ========= ======== =========
----------------------------
a. For the six months ended July 1, 2001, pre-tax income included
non-recurring gains of approximately $321.1 million resulting from
the sale and exchange of certain cable systems. Excluding these
gains, the ratio would have been 2.2.
b. For the fiscal year ended December 31, 2000, pre-tax income included
a non-recurring charge of approximately $27.5 million resulting from
an early retirement program at The Washington Post. Excluding this
charge, the ratio would have been 5.0.
c. For the fiscal year ended January 3, 1999, pre-tax income included
non-recurring gains of approximately $309.7 million resulting from
the disposition of the Company's 28 percent interest in Cowles Media
Company, the sale of 14 small cable systems and the merger of
Junglee and Amazon.com. Excluding these gains, the ratio would have
been 13.2.
d. For the fiscal year ended December 28, 1997, pre-tax income included
non-recurring gains of approximately $71.1 million resulting from
the sale of assets of the Company's PASS Sports subsidiary and its
investment interests in Bear Island Paper Company, L.P. and Bear
Island Timberlands Company, L.P. Excluding these gains, the ratio
would have been 31.5.
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 26, 2001 relating to the
financial statements and financial statement schedule, which appears in the
2000 Annual Report to Shareholders, which is incorporated by reference in The
Washington Post Company's Annual Report on Form 10-K for the year ended
December 31, 2000. We also consent to the references to us under the headings
"Experts" in such Registration Statement.
PricewaterhouseCoopers LLP
Washington, DC
October 24, 2001
EXHIBIT 25
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
----------------------------
Bank One Trust Company, National Association
(Exact name of trustee as specified in its charter)
A National Banking Association 31-0838515
(I.R.S. employer
identification number)
100 East Broad Street, Columbus, Ohio 43271-0181
(Address of principal executive offices) (Zip Code)
Bank One Trust Company, N.A.
1 Bank One Plaza
Chicago, Illinois 60670
Attn: Sandra L. Caruba, First Vice President and Counsel, (312) 336-9436
(Name, address and telephone number of agent for service)
-----------------------------
THE WASHINGTON POST COMPANY
(Exact name of obligor as specified in its charter)
Delaware 53-0182885
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
1150 15th Street, N.W. 20071
Washington, D.C. (ZIP Code)
(Address of principal executive offices)
Debt Securities
(Title of Indenture Securities)
2
Item 1. General Information. Furnish the following
information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Comptroller of Currency, Washington, D.C.; Federal Deposit Insurance
Corporation, Washington, D.C.; The Board of Governors of the Federal
Reserve System, Washington D.C.
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations With the Obligor. If the obligor is an affiliate of the
trustee, describe each such affiliation.
No such affiliation exists with the trustee.
Item 16. List of exhibits. List below all exhibits filed as a part of this
Statement of Eligibility.
1. A copy of the articles of association of the trustee now in
effect.*
2. A copy of the certificate of authority of the trustee to
commence business.*
3. A copy of the authorization of the trustee to exercise
corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by Section 321(b) of the
Act.
3
7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bank One Trust Company, National Association, a national
banking association organized and existing under the laws of the United States
of America, has duly caused this Statement of Eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Chicago and State of Illinois, on the 28th day of September, 2001.
Bank One Trust Company, National Association,
Trustee
By /s/Sandra L. Caruba
-----------------------------------------
Sandra L. Caruba
First Vice President
* Exhibits 1, 2, 3, and 4 are herein incorporated by reference to Exhibits
bearing identical numbers in Item 16 of the Form T-1 of Bank One Trust
Company, National Association, filed as Exhibit 25 to the Registration
Statement on Form S-3 of Burlington Northern Santa Fe Corporation, filed with
the Securities and Exchange Commission on May 10, 2000 (Registration No.
333-36718).
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
September 28, 2001
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
In connection with the qualification of an indenture between The Washington
Post Company and Bank One Trust Company, National Association, as Trustee, the
undersigned, in accordance with Section 321(b) of the Trust Indenture Act of
1939, as amended, hereby consents that the reports of examinations of the
undersigned, made by Federal or State authorities authorized to make such
examinations, may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.
Very truly yours,
Bank One Trust Company, National Association
By: /s/Sandra L. Caruba
-----------------------------------------
Sandra L. Caruba
First Vice President
EXHIBIT 7
Bank One Trust Company, N.A. FFIEC 041
Legal Title of Bank RC-1
Columbus
City 10
OH 43271
State Zip Code
FDIC Certificate Number - 21377
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for June 30, 2001
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
Schedule RC--Balance Sheet
Dollar Amounts in Thousands RCON Bil | Mil | Thou
ASSETS
1. Cash and balances due from depository institutions
(from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1)..................................... 0081 212,836 1.a
b. Interest-bearing balances (2).............................................................. 0071 0 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)................................. 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D)............................... 1773 1,700 2.b
3. Federal funds sold and securities purchased under agreements to resell..................... 1350 1,160,732 3
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale............................................................. 5369 0 4.a
b. Loans and leases, net of unearned income................................................... B528 224,872 4.b
c. LESS: Allowance for loan and lease losses.................................................. 3123 253 4.c
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)................ B529 224,619 4.d
5. Trading assets (from Schedule RC-D)........................................................ 3545 0 5
6. Premises and fixed assets (including capitalized leases)................................... 2145 19,688 6
7. Other real estate owned (from Schedule RC-M)............................................... 2150 0 7
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)... 2130 0 8
9. Customers' liability to this bank on acceptances outstanding............................... 2155 0 9
10. Intangible assets
a. Goodwill................................................................................... 3163 0 10.a
b. Other intangible assets (from Schedule RC-M)............................................... 0426 12,246 10.b
11. Other assets (from Schedule RC-F)......................................................... 2160 235,123 11
12. Total assets (sum of items 1 through 11).................................................. 2170 1,866,944 12
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
Bank One Trust Company, N.A. FFIEC 041
Legal Title of Bank RC-2
FDIC Certificate Number - 21377 11
Schedule RC - Continued
Dollar Amounts in Thousands RCON Bil | Mil | Thou
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from
Schedule RC-E)........................................................................... 2200 1,674,033 13.a
(1) Noninterest-bearing (1)................................................................... 6631 1,078,249 13.a.1
(2) Interest-bearing.......................................................................... 6636 595,784 13.a.2
b. Not applicable
14. Federal funds purchased and securities sold under agreements to repurchase................ 2800 0 14
15. Trading liabilities (from Schedule RC-D).................................................. 3548 0 15
16. Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases) (from Schedule RC-M):..................................................... 3190 0 16
17. Not applicable
18. Bank's liability on acceptances executed and outstanding.................................. 2920 0 18
19. Subordinated notes and debentures (2)..................................................... 3200 0 19
20. Other liabilities (from Schedule RC-G).................................................... 2930 53,279 20
21. Total liabilities (sum of items 13 through 20)............................................ 2948 1,727,312 21
22. Minority interest in consolidated subsidiaries............................................ 3000 0 22
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus............................................. 3838 0 23
24. Common stock.............................................................................. 3230 800 24
25. Surplus (exclude all surplus related to preferred stock).................................. 3839 45,157 25
26. a. Retained earnings...................................................................... 3632 93,650 26.a
b. Accumulated other comprehensive income (3)................................................. B530 25 26.b
27. Other equity capital components (4)....................................................... A130 0 27
28. Total equity capital (sum of items 23 through 27)......................................... 3210 139,632 28
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28).... 3300 1,866,944 29
Memorandum
To be reported with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the
most comprehensive level of auditing work performed for the bank by independent external RCON Number
auditors as of any date during 2000........................................................... 6724 N/A M. 1
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank conducted
with generally accepted auditing standards by a certified in accordance with generally accepted auditing
public accounting firm which submits a report on the bank standards by a certified public accounting firm
2 = Independent audit of the bank's parent holding company (may be required by state chartering authority)
conducted in accordance with generally accepted auditing 5 = Directors' examination of the bank performed by
standards by a certified public accounting firm which other external auditors (may be required by state
submits a report on the consolidated holding company (but chartering authority)
not on the bank separately) 6 = Review of the bank's financial statements by
3 = Attestation on bank management's assertion on the external auditors
effectiveness of the bank's internal control over financial 7 = Compilation of the bank's financial statements by
reporting by a certified public accounting firm external auditors
8 = Other audit procedures (excluding tax
preparation work)
9 = No external audit work
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.
(3) Includes net unrealized holding gains (losses) on available-for-sale
securities, accumulated net gains (losses) on cash flow hedges, and
minimum pension liability adjustments.
(4) Includes treasury stock and unearned Employee Stock Ownership Plan
shares.