As filed with the Securities and Exchange Commission on August 19,September 30, 1994
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MURPHY OIL CORPORATIONMurphy Oil Corporation
(Exact name of registrant as specified in its charter)
DELAWAREDelaware 71-0361522
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
200 Peach Street
P.O. Box 7000
El Dorado, Arkansas 71731-7000
(501) 862-6411
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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STEVEN A. COSSE , ESQ.
Vice President and General Counsel
Murphy Oil Corporation
200 Peach Street
P.O. Box 7000
El Dorado, Arkansas 71731-7000
(501) 862-6411
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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Copies to:
KEITHKeith L. KEARNEY, ESQ. KENNETHKearney, Esq. Kenneth W. ORCE, ESQ.Orce, Esq.
Davis Polk & Wardwell Cahill Gordon & Reindel
450 Lexington Avenue 80 Pine Street
New York, New York 10017 New York, New York 10005
(212) 450-4000 (212) 701-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of the Registration Statement pending
market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
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CALCULATION OF REGISTRATION FEE
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Amount Proposed Maximum Proposed Maximum Amount of
Title of Each Class of to be Offering Price Per Aggregate Registration
Securities to be Registered Registered Unit(1)(2) Offering Price(1)(2) Fee
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Debt Securities $250,000,000 100% $250,000,000 $86,208
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(1) Estimated solely for the purpose of determining the registration fee.
(2) Debt Securities denominated in foreign currencies or composite currencies shall be valued at the
exchange rates in effect at the time of offering. If any Debt Securities are issued at a discount,
the amount to be registered shall be increased so that the maximum initial offering prices of all
Debt Securities will aggregate $250,000,000.
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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 Commission, acting
pursuant to said Section 8(a), may determine.
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SUBJECT TO COMPLETION, DATED AUGUST , 1994
PROSPECTUS
$250,000,000
Murphy Oil Corporation
Debt Securities
Murphy Oil Corporation (the "Company"), a Delaware corporation, may
offer from time to time up to $250,000,000 aggregate principal amount of its
senior debt securities (the "Debt Securities") on terms to be determined by
market conditions at the time of sale. The Debt Securities may be offered as
separate series in amounts, at prices and on terms to be determined at the
time of sale and to be set forth in supplements to this Prospectus. The Debt
Securities may be sold to underwriters for public offering pursuant to terms
of offering fixed at the time of sale. In addition, Debt Securities may be
sold by the Company directly or through agents or dealers.
The specific aggregate principal amount, maturity, rate and time of
payment of interest, purchase price, any terms for redemption or other special
terms and the names of the underwriters, agents or dealers, if any, in
connection with the sale of Debt Securities in respect of which this
Prospectus is being delivered ("Offered Debt Securities") are set forth in the
accompanying Prospectus Supplement ("Prospectus Supplement"), together with
the terms of offering of the Offered Debt Securities. Unless otherwise set
forth in the Prospectus Supplement, (i) the underwriters, if any, may include
Smith Barney Inc., J.P. Morgan Securities Inc. and NatWest Capital Markets
Limited, acting alone or as representatives of a group of underwriters, and
(ii) the agents or dealers, if any, may include Smith Barney Inc., J.P. Morgan
Securities Inc. and NatWest Capital Markets Limited.National Westminster Bank Plc, New York Branch.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSIONCOMMIS- SION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Smith Barney Inc.
J.P. Morgan Securities Inc.
NatWest Capital Markets
Limited
,September 30, 1994
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
No person has been authorized to give any information or to make any
representations other than those contained or incorporated by reference in
this Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company or any
underwriter, agent or dealer. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy Debt Securities by anyone in any
jurisdiction in which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so or to
any person to whom it is unlawful to make such offer or solicitation. Neither
the delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that information herein is correct as of
any time subsequent to the date hereof.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE DEBT
SECURITIES OR OTHER SECURITIES OF THE COMPANY AT LEVELS ABOVE THOSE WHICH
MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED,
MAY BE DISCONTINUED AT ANY TIME.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission") relating to its
business, financial statements and other matters. Such reports, proxy
statements and other information filed by the Company may be inspected and
copied at the Public Reference Section maintained by the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and its
Regional Offices located in the Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661, and at 7 World Trade Center, 13th
Floor, New York, New York 10048. Copies of such material may be obtained from
the Commission's Public Reference Section, 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. These reports, proxy statements and other
information may also be inspected at the offices of the New York Stock
Exchange, Inc. at 20 Broad Street, New York, New York 10005.
This Prospectus constitutes a part of a Registration Statement filed by
the Company with the Commission under the Securities Act of 1933, as amended
(the "Securities Act"). This Prospectus omits certain of the information
contained in the Registration Statement, and reference is hereby made to the
Registration Statement and to the exhibits relating thereto for further
information with respect to the Company and the Debt Securities offered
hereby. Any statements contained herein concerning the provisions of any
documents are not necessarily complete, and, in each instance, reference is
made to such copy filed as an exhibit to the Registration Statement or
otherwise filed with the Commission. Each such statement is qualified in its
entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of the Company filed with the Securities and
Exchange Commission are incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1993; and
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994
and June 30, 1994; and
(c) Proxy Statement dated April 6, 1994.
All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Debt Securities
offered hereby shall be deemed to be incorporated by reference in this
Prospectus and to be part hereof from the date of filing such documents. Any
statements contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement contained herein, in the accompanying Prospectus Supplement or in
any subsequently filed document, which also is incorporated by reference
herein, modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed to constitute a part hereof, except as so
modified or superseded.
THE COMPANY WILL PROVIDE, WITHOUT CHARGE, TO EACH PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM THIS PROSPECTUS IS DELIVERED, ON THE WRITTEN OR ORAL
REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS WHICH HAVE
BEEN OR MAY BE INCORPORATED BY REFERENCE IN THIS PROSPECTUS (OTHER THAN
EXHIBITS TO SUCH DOCUMENTS). SUCH REQUEST SHOULD BE DIRECTED TO: CORPORATE
SECRETARY, MURPHY OIL CORPORATION, P. O. BOX 7000, EL DORADO, ARKANSAS
71731-7000, TELEPHONE NUMBER (501) 862-6411.
THE COMPANY
Murphy Oil Corporation was originally incorporated in Louisiana in 1950
as Murphy Corporation, reincorporated in Delaware in 1964, at which time it
adopted the name Murphy Oil Corporation, and reorganized in 1983 to operate
solely as a holding company of its various businesses.
The Company is a natural resources company that conducts various business
activities in the United States and internationally through wholly owned
subsidiaries. During 1993, Murphy was engaged in onshore and/or offshore oil
and gas exploration activities in the United States, Canada, the U.K. North
Sea, Ecuador, Peru, Ireland and China. Crude oil and natural gas liquids are
produced in the United States, Canada, the U.K. North Sea, Ecuador, Gabon and
Spain. Natural gas is sold in the United States, Canada, the U.K. North Sea
and Spain.
Murphy owns and operates two refineries in the United States and has an
effective 30% interest in a refinery in the United Kingdom. Petroleum
products are sold at wholesale and retail in the United States, Western Europe
and Canada. Murphy also purchases, transports (via owned and operated
pipelines and otherwise) and resells crude oil in Canada.
In addition to its oil and gas operations, Murphy is engaged in farming,
timber and land management, and lumber manufacturing operations, primarily in
Arkansas and North Louisiana, and in real estate development in Little Rock,
Arkansas.
The Company's principal executive offices are located at 200 Peach
Street, El Dorado, Arkansas 71731-7000, telephone number (501) 862-6411. Its
capital stock is listed on the New York Stock Exchange and on The Toronto
Stock Exchange under the symbol MUR. Unless otherwise indicated or the
context otherwise requires, all references in this Prospectus to the Company
include Murphy Oil Corporation and its subsidiaries.
USE OF PROCEEDS
Except as otherwise described in the Prospectus Supplement, the net
proceeds from the sale of the Debt Securities will be added to the general
funds of the Company to be used for capital expenditures, to meet working
capital requirements and for other general corporate purposes, including the
repayment of borrowings. The Company may also use some or all of such net
proceeds to finance the acquisition of direct or indirect interests in oil and
gas producing properties.
RATIO OF EARNINGS TO FIXED CHARGES
The following table shows the Company's ratio of earnings to fixed
charges for each of the past five years and the six months ended June 30, 1994
and 1993.(1)
Six Months
Ended June 30, Year Ended December 31,
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1994 1993 1993 1992 1991 1990 1989
---- ---- ---- ---- ---- ---- ----
8.31 9.71 13.56 4.35 1.78 7.24 4.62
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(1) For the purpose of determining the ratio of earnings to fixed charges,
earnings consist of income from continuing operations (adjusted for
undistributed earnings of companies accounted for by the equity method)
before income taxes and minority interest plus fixed charges (adjusted to
exclude capitalized interest). Fixed charges consist of interest and
amortization of debt discount and expense, whether capitalized or
expensed, and that portion of rental expense determined to be
representative of the interest factor.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be unsecured obligations of the Company and
will be issued under an Indenture to be dated as of ,October 1, 1994 (the
"Indenture") between the Company and Chemical Bank (the "Trustee"), a copy of
which is filed as an exhibit to the Registration Statement. The following
summaries of certain provisions of the Indenture do not purport to be complete
and are subject to, and are qualified in their entirety by reference to, all
the provisions of the Indenture, including the definitions therein of certain
terms. Wherever particular sections or defined terms of the Indenture are
referred to, it is intended that such sections or defined terms shall be
incorporated herein by reference. Under this caption, the term the "Company"
refers solely to Murphy Oil Corporation.
General
The Debt Securities will be unsecured obligations of the Company and will
be issued as registered securities without coupons. The Debt Securities will
rank on a parity with all other unsecured and unsubordinated obligations of
the Company. The Indenture does not limit the amount of Debt Securities which
may be issued thereunder, and provides that the specific terms of any Debt
Securities shall be set forth in, or determined pursuant to, a resolution of
the Board of Directors and/or a supplemental indenture, if any, relating to
such Debt Securities.
The Indenture provides that Debt Securities may be issued from time to
time in one or more series and may be denominated and payable in foreign
currencies or units based on or relating to foreign currencies, including
European Currency Units. Special United States federal income tax
considerations applicable to any Debt Securities so denominated are described
in the relevant Prospectus Supplement.
The specific terms of the Debt Securities in respect of which this
Prospectus is being delivered are set forth in the accompanying Prospectus
Supplement relating thereto, including the following, as applicable: (i) the
title; (ii) any limit on the aggregate principal amount; (iii) the date of
maturity; (iv) the currency or units based on or relating to currencies in
which Debt Securities are denominated and the currency or units in which
principal or interest or both will or may be payable; (v) the interest rate
(or method by which such rate will be determined), if any, and the date from
which interest will accrue; (vi) the date(s) on which interest will be
payable; (vii) the place or places where the principal of and interest on
such Debt Securities will be payable; (viii) provisions relating to
redemption, if any, and the terms and conditions for such redemption; (ix)
the denominations in which the Debt Securities are issuable; (x) additional
or different covenants or Events of Default, if any, with respect to the Debt
Securities in addition to or in lieu of the covenants and Events of Default
specified in the Indenture; (xi) whether and under what circumstances the
Company will pay additional amounts on Debt Securities held by a person who is
not a U.S. person (as defined in the Prospectus Supplement) in respect of any
tax, assessment or governmental charge withheld or deducted and, if so,
whether the Company will have the option to redeem such Debt Securities rather
than pay such additional amount; and (xii) any other specific terms of the
Debt Securities, including any terms which may be required by or advisable
under United States laws or regulations.
Debt Securities may be issued under the Indenture as Original Issue
Discount Securities (bearing either no interest or bearing interest at the
rate which at the time of issuance is below the prevailing market rate) to be
sold at a discount below their stated principal amount. Any special federal
income tax and other considerations applicable to such Original Issue Discount
Securities are described in the Prospectus Supplement relating thereto.
Debt Securities may be presented for exchange or transfer in the manner,
at the places and subject to the restrictions set forth in the Debt Securities
and the Prospectus Supplement. Such services will be provided without charge,
other than any tax or other governmental charge payable in connection
therewith, but subject to the limitations provided in the Indenture.
Global Securities
The Debt Securities may be issued in the form of one or more fully
registered global Debt Securities (a "Global Security") that will be deposited
with a depositary (a "Depositary") or with a nominee for a Depositary or a
nominee thereof. In such case, one or more Global Securities will be issued
in a denomination or aggregate denominations equal to the portion of the
aggregate principal amount of outstanding Debt Securities to be represented by
such Global Security or Securities. Unless and until it is exchanged in whole
or in part for Debt Securities in definitive form, a Global Security may not
be transferred except as a whole by the Depositary for such Global Security to
a nominee of such Depositary or by a nominee of such Depositary to such
Depositary or another nominee of such Depositary or by such Depositary or any
such nominee to a successor of such Depositary or a nominee of such successor.
The Depositary currently accepts only Debt Securities that are payable in
United States dollars.
The specific terms of the depositary arrangement with respect to any
portion of the Debt Securities to be represented by a Global Security will be
described in the Prospectus Supplement relating to such Debt Securities. The
Company anticipates that the following provisions will apply to all depositary
arrangements.
Ownership of beneficial interests in a Global Security will be limited to
persons that have accounts with the Depositary for such Global Security
("participants") or persons that may hold interests through participants.
Upon the issuance of a Global Security, the Depositary for such Global
Security will credit, on its book-entry registration and transfer system, the
participants' accounts with the respective principal amounts of the Debt
Securities represented by such Global Security beneficially owned by such
participants. The accounts to be credited shall be designated by any dealers,
underwriters or agents participating in the distribution of such Debt
Securities. Ownership of beneficial interests in such Global Security will be
shown on, and the transfer of such ownership interests will be effected only
through, records maintained by the Depositary for such Global Security (with
respect to interests of participants) and on the records of participants (with
respect to interests of persons holding through participants). The laws of
some states may require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to own, transfer or pledge beneficial interests in Global
Securities.
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or Holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture. Except as set forth below, owners of beneficial interests in the
Global Security will not be entitled to have the Debt Securities represented
by such Global Security registered in their names, 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. Accordingly, each person owning a beneficial interest in a Global
Security must rely on the procedures of the Depositary for such Global
Security and, if such person is not a participant, on the procedures of the
participant through which such person owns its interest, to exercise any
rights of a Holder under the Indenture. The Company understands that under
existing industry practices, if the Company requests any action of Holders or
if an owner of a beneficial interest in a Global Security desires to give or
take any action which a Holder is entitled to give or take under the
Indenture, the Depositary for such Global Security would authorize the
participants holding the relevant beneficial interests to give or take such
action, and such participants would authorize beneficial owners owning through
such participants to give or take such action or would otherwise act upon the
instructions of beneficial owners holding through them.
Principal and interest payments on Debt Securities represented by a
Global Security registered in the name of a Depositary or its nominee will be
made to such Depositary or its nominee, as the case may be, as the registered
owner of such Global Security. None of the Company, the Trustee or any other
agent of the Company or agent of the Trustee will have any responsibility or
liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests in such Global Security or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.
The Company expects that the Depositary for any Debt Securities
represented by a Global Security, upon receipt of any payment of principal,
premium, if any, or any interest in respect of such Global Security, will
immediately credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in such Global 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
Security held through such participants will be governed by standing customer
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 that the distribution of these payments will be the responsibility of such
participants.
If the Depositary for any Debt Securities represented by a Global
Security is at any time unwilling or unable to continue as Depositary or
ceases to be a clearing agency registered under the Exchange Act and a
successor Depositary registered as a clearing agency under the Exchange Act is
not appointed by the Company within 90 days, the Company will issue such Debt
Securities in definitive form in exchange for such Global Security. In
addition, the Company may at any time and in its sole discretion determine not
to have any of the Debt Securities of a series represented by one or more
Global Securities and, in such event, will issue Debt Securities of such
series in definitive form in exchange for all of the Global Security or
Securities representing such Debt Securities. Any Debt Securities issued in
definitive form in exchange for a Global Security will be registered in such
name or names as the Depositary shall instruct the Trustee. It is expected
that such instructions will be based upon directions received by the
Depositary from participants with respect to ownership of beneficial interests
in such Global Security.
Restrictive Covenants
The following restrictions apply to the Debt Securities unless the
Prospectus Supplement relating to particular Offered Debt Securities provides
otherwise.
Limitation on Liens. The Indenture states that the Company will not, nor
will it permit any Restricted Subsidiary (as hereinafter defined) to, incur,
assume, guarantee or suffer to exist any indebtedness for money borrowed
(herein referred to as "Debt") if such Debt is secured, directly or
indirectly, by any mortgage, pledge, security interest or lien of any kind
(hereinafter referred to as a "Mortgage") upon any Principal Property (as
hereinafter defined) or upon any indebtedness or share of capital stock of any
Restricted Subsidiary which owns any Principal Property, now owned or
hereafter acquired, without making effective provision, and the Company in
such case will make or cause to be made effective provision, whereby the Debt
Securities of each series will be secured by such Mortgage equally and ratably
with (or prior to) any other Debt thereby secured so long as such Debt shall
be so secured, except that the foregoing provisions shall not apply to: (i)
Mortgages existing at the time of acquisition of the property, shares of stock
or indebtedness affected thereby or incurred to secure payment of all or part
of the purchase price of such property, shares of stock or indebtedness or to
secure Debt incurred prior to, at the time of or within 120 days after the
acquisition or completion of construction of such property, shares of stock or
indebtedness for the purpose of financing all or part of the purchase price or
cost of construction thereof, as the case may be (provided that such mortgages
are limited to such property and improvements thereon or the shares of stock
or indebtedness so acquired), (ii) Mortgages affecting property, shares of
stock or indebtedness of a Person existing at the time it becomes a Restricted
Subsidiary (provided that any such Mortgage shall attach only to the
properties and improvements thereon or the shares of stock or indebtedness so
acquired), (iii) Mortgages which secure only Debt of a Restricted Subsidiary
owing to the Company or a Subsidiary, (iv) Mortgages or easements on property
of the Company or any Restricted Subsidiary related to the financing of such
property on a tax-exempt basis pursuant to Section 103(b)(4) or (b)(6) of the
Internal Revenue Code of 1986, as amended (or any successor section thereto),
that do not in the aggregate materially detract from the value of property or
assets or materially impair the use thereof in the operation of the business
of the Company or any Restricted Subsidiary, (v) Mortgages in favor of the
United States of America or any instrumentality thereof, or in favor of any
foreign government or any department, agency, instrumentality or political
subdivision thereof, to secure partial, progress, advance or other payments
pursuant to any contract or statute, (vi) Mortgages existing at the date of
the Indenture, (vii) liens on property or assets of the Company or any
Restricted Subsidiary consisting of marine Mortgages provided for in Title XI
of the Merchant Marine Act of 1936 or foreign equivalents, (viii) Mortgages
on property of the Company or any Restricted Subsidiary securing Debt incurred
in connection with the financing of operating, constructing or acquiring
projects, provided that the recourse for such Debt is limited to the assets of
such projects, and (ix) any extension, renewal or replacement (or successive
extensions, renewals or replacements), in whole or in part, of any Mortgage
referred to in the foregoing clauses (i) to (viii) inclusive or of any Debt
secured thereby, provided that the principal amount of Debt secured thereby
shall not exceed the principal amount of Debt so secured at the time of such
extension, renewal or replacement, and; provided, further, that such Mortgage
shall be limited to all or part of substantially the same property which
secured the Mortgage extended, renewed or replaced (plus improvements on such
property).
Notwithstanding the foregoing, the Company or any Restricted Subsidiary
may create or permit to exist Mortgages on any Principal Property, or upon any
indebtedness or share of capital stock of any Restricted Subsidiary so long as
the aggregate amount of Debt secured by all such Mortgages (excluding
therefrom the Debt secured by Mortgages set forth in clauses (i) through (ix),
inclusive, above) does not exceed 5% of the Consolidated Net Tangible Assets
of the Company.
Limitation on Sale and Lease-Back Transactions. The Indenture states
that the Company will not, nor will it permit any Restricted Subsidiary to,
enter into any arrangement with any person providing for the leasing by the
Company or a Restricted Subsidiary as lessee of any Principal Property (except
for temporary leases for a term of not more than three years), which property
has been or is to be sold or transferred by the Company or such Restricted
Subsidiary to such person (herein referred to as a "Sale and Lease-Back
Transaction"), unless (i) the Company or such Restricted Subsidiary would be
entitled to incur Debt secured by a Mortgage on the property to be leased
without violation of the provisions described above under "Limitation on
Liens" and without equally and ratably securing the Debt Securities of each
series or (ii) the Company shall, and in any such case the Company covenants
that it will, apply an amount equal to the greater of (a) the proceeds of such
sale or transfer or (b) the fair value (as determined by the Board of
Directors) of the property so leased to the defeasance or retirement (other
than any mandatory retirement), within 120 days of the effective date of any
such arrangement, of Senior Funded Indebtedness; provided, however, that the
amount to be so applied to the defeasance or retirement of such Senior Funded
Indebtedness will be reduced by an amount (not previously used to reduce the
amount of such defeasance or retirement) equal to the lesser of (x) the amount
expended by the Company since the date of the Indenture and within twelve
months prior to the effective date of any such arrangement or within 120 days
thereafter for the acquisition by it of unencumbered Principal Properties or
(y) the fair value (as determined by the Board of Directors) of unencumbered
Principal Properties so acquired by the Company during such twelve-month
period and 120-day period.
Certain Definitions. Set forth below is a summary of certain defined
terms used in the Indenture. Reference is made to the Indenture for the full
definition of all such terms and to the definition of other defined terms used
herein.
The term "Consolidated Net Tangible Assets" means the total of all assets
(less depreciation and amortization reserves and other valuation reserves and
loss reserves) which, under generally accepted accounting principles, would
appear on the asset side of a consolidated balance sheet of the Company and
its Subsidiaries, less the aggregate of all liabilities, deferred credits,
minority shareholders' interests in Subsidiaries, reserves and other items
which, under such principles, would appear on the liability side of such
consolidated balance sheet, except Funded Indebtedness and Stockholders'
Equity (as defined in the Indenture); provided, however, that in determining
Consolidated Net Tangible Assets, there shall not be included as assets, (i)
all assets (other than goodwill, which shall be included) which would be
classified as intangible assets under generally accepted accounting
principles, including, without limitation, patents, trademarks, copyrights and
unamortized debt discount and expense, (ii) any treasury stock carried as an
asset, or (iii) any write-ups of capital assets (other than write-ups
resulting from the acquisition of stock or assets of another corporation or
business).
The term "Funded Indebtedness" of any Person means all indebtedness for
borrowed money created, incurred, assumed or guaranteed in any manner by such
Person and all indebtedness incurred or assumed by such Person in connection
with the acquisition of any business, property or asset, which in each case
matures more than one year after, or which by its terms is renewable or
extendible or payable out of the proceeds of similar indebtedness incurred
pursuant to the terms of any revolving credit agreement or any similar
agreement at the option of such Person for a period ending more than one year
after the date as of which Funded Indebtedness is being determined (excluding
any amount thereof which is included in current liabilities); provided,
however, that Funded Indebtedness shall not include: (i) any indebtedness for
the payment, redemption or satisfaction of which money (or evidences of
indebtedness, if permitted under the instrument creating or evidencing such
indebtedness) in the necessary amount shall have been irrevocably deposited in
trust with a trustee or proper depository either on or before the maturity or
redemption date thereof, (ii) any indebtedness of such Person to any of its
subsidiaries or of any subsidiary to such Person or any other subsidiary or
(iii) any indebtedness incurred in connection with the financing of operating,
construction or acquisition projects, provided that the recourse for such
indebtedness is limited to the assets of such projects.
The term "Principal Property" means all property and equipment directly
engaged in the exploration, production, refining and transportation activities
of the Company and its Subsidiaries, except any such property and equipment
which the Board of Directors declares is not material to the business of the
Company and its Subsidiaries taken as a whole.
The term "Restricted Subsidiary" means any Subsidiary of the Company that
owns a Principal Property and has Stockholders' Equity that is greater than 2%
of Consolidated Net Tangible Assets of the Company.
The term "Senior Funded Indebtedness" means any Funded Indebtedness which
is also Senior Indebtedness.
The term "Senior Indebtedness" shall mean the principal of and premium,
if any, and interest on (including interest accruing after the filing of a
petition initiating any proceeding pursuant to any bankruptcy law) and other
amounts due on or in connection with any Indebtedness of the Company, whether
outstanding on the date of this Indenture or hereafter created, incurred or
assumed, unless, in the case of any particular Indebtedness, the instrument
creating or evidencing the same or pursuant to which the same is outstanding
expressly provides that such Indebtedness shall be subordinated to the
Securities. Notwithstanding the foregoing, Senior Indebtedness shall not
include Indebtedness of the Company to a Subsidiary of the Company for money
borrowed or advanced from such Subsidiary.
The term "Subsidiary" means (i) any corporation of which more than 50% of
the total voting power of shares of Capital Stock entitled (without regard to
the occurrence of any contingency) to vote in the election of directors
thereof is at the time directly or indirectly owned by the Company or by the
Company and one or more Subsidiaries or by one or more Subsidiaries, and (ii)
any limited partnership in which the Company or a Subsidiary is a general
partner or any partnership or limited liability company in which more than 50%
of the voting interests thereof is at the time directly or indirectly owned by
the Company or by the Company and one or more Subsidiaries or by one or more
Subsidiaries. The term "subsidiary," when used with respect to any Person
other than the Company, shall have a meaning correlative to the foregoing.
Consolidation, Merger and Sale of Assets
The Indenture provides that the Company will not consolidate with or
merge with or into any other corporation or sell or convey (including by way
of lease) all or substantially all of its assets to any Person unless
permitted by law and unless (1) either the Company shall be the continuing
corporation, or the successor corporation or the Person which acquires by sale
or conveyance substantially all the assets of the Company (if other than the
Company) shall be a corporation or entity organized under the laws of the
United States of America or any State thereof and shall expressly assume the
due and punctual payment of the principal of and interest on all the Debt
Securities, according to their tenor, and the due and punctual performance and
observance of all of the covenants and conditions of the Indenture to be
performed or observed by the Company, by supplemental indenture satisfactory
to the Trustee, executed and delivered to the Trustee by such corporation or
entity, and (2) the Company or such successor corporation entity, as the case
may be, shall not, immediately after such merger or consolidation, or such
sale or conveyance, be in default in the performance of any such covenant or
condition.
Unless otherwise indicated in the Prospectus Supplement, certain of the
convenants described above would not necessarily afford holders of the Debt
Securities protection in the event of a highly leveraged transaction involving
the Company, such as a leveraged buyout.
Events of Default; Rights on Default
An "Event of Default" with respect to the Debt Securities of any series
is defined in the Indenture to mean failure to pay interest on the Debt
Securities of such series when due for 30 days; failure to pay principal of
the Debt Securities of such series when due; default in the payment of any
sinking fund installment when due on any of the Debt Securities of such
series; failure on the Company's part to observe any of its other agreements
in the Indenture or the Debt Securities and applicable to the Debt Securities
of such series for a period of 90 days after notice to the Company (given as
described below); default involving the payment of interest, principal,
premium or a sinking fund or redemption payment under any Debt of the Company
in excess of $5,000,000 if either such Debt is then due and payable and demand
has been made or such default results in the acceleration of such Debt which
acceleration is not stayed, rescinded or annulled within ten days after
written notice (provided that the resulting Event of Default under the
Indenture will, in any event, be deemed to have been cured or waived by the
curing or waiving of the default under such other Debt); and certain events of
bankruptcy or reorganization of the Company.
If an Event of Default occurs and is continuing, either the Trustee or
the Holders of not less than 25% of the aggregate principal amount of the Debt
Securities of each series so affected then outstanding may declare the
principal and accrued interest of all the Debt Securities of such series due
and payable immediately by written notice to the Company (and to the Trustee,
if given by the Securityholders). However such declaration and its
consequences may be rescinded and annulled by the Holders of a majority in
aggregate principal amount of the Debt Securities of such series then
outstanding, upon the conditions provided in the Indenture.
The Indenture provides that the Trustee shall, within 90 days after the
occurrence of a default on a series of Debt Securities, give to the Holders of
the Debt Securities of such series written notice of all uncured defaults;
provided that, except in the case of default in the payment of principal of or
interest on any of the Debt Securities of such series, the Trustee may
withhold such notice if in good faith it determines that the withholding of
such notice is in the interest of the Holders of the Debt Securities of such
series.
The Company is required, pursuant to the terms of the Indenture, to
deliver to the Trustee within 120 days after the end of each fiscal year a
certificate of certain of the Company's officers stating whether the signers
know of any default by the Company in performing any of its obligations under
the Indenture (and, if one has occurred, specifying its nature).
In case an Event of Default shall occur and is continuing, the Trustee
will be required to exercise its rights and powers and use the degree of care
and skill of a prudent man in the conduct of his own affairs. Subject to
certain limitations, Holders of a majority in principal amount of the
outstanding Debt Securities of any series may direct the Trustee in its
exercise of any trust or power. Except as specifically provided in the
Indenture, nothing therein relieves the Trustee from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct.
No Holder of the Debt Securities of any series will have any right to
pursue any remedy with respect to the Indenture unless such Holder previously
shall have given to the Trustee written notice of a default (and no
inconsistent notice shall be subsequently delivered to the Trustee) and unless
also the Holders of at least 25% of the principal amount of outstanding Debt
Securities of such series shall have made a written request to the Trustee to
pursue the remedy, offering indemnity satisfactory to the Trustee, and the
Trustee does not comply with such request within 60 days after receipt of such
request. The right of each Holder of the Debt Securities of any series to
enforce his rights to receive payment of principal of, or interest on the Debt
Securities held by him shall not be impaired or compromised without his
consent.
Defeasance
Under the terms of the Indenture and the Debt Securities, the Company, at
its option, (a) will be discharged from any and all obligations in respect of
the Debt Securities (except in each case for certain obligations to register
the transfer or exchange of Debt Securities, replace stolen, lost or mutilated
Debt Securities, maintain paying agencies and hold moneys for payment in
trust) or (b) need not comply with the covenants of the Indenture, in each
case, if the Company irrevocably deposits with the Trustee, in trust, money or
(in the case of Debt Securities denominated in currency of the United States)
U.S. Government Obligations (as defined in the Indenture) which through the
payment of interest thereon and principal thereof in accordance with their
terms will provide money in an amount sufficient to pay the principal of and
interest on the Debt Securities on the dates such payments are due in
accordance with the terms of the Debt Securities.
To exercise the option under clause (a) and (b) above, the Company is
required to deliver to the Trustee an opinion of counsel to the effect that
Holders of the Debt Securities will not recognize income, gain or loss for
Federal income tax purposes as a result of such defeasance.
In the event the Company exercises its option under clause (a) or (b) of
the second preceding paragraph and the Debt Securities are declared due and
payable because of the occurrence of any Event of Default, the amount of money
and U.S. Government Obligations on deposit with the Trustee will be
sufficient to pay amounts due on the Debt Securities at the time of their
stated maturity but may not be sufficient to pay amounts due on the Debt
Securities at the time of the acceleration resulting from such Event of
Default. However, the Company shall remain liable for such payments.
Modification of the Indenture
With certain exceptions, the Company's obligations and the rights of the
Holders of Debt Securities may be modified only with the consent of the
Company, the Trustee and the Holders of not less than a majority in principal
amount of the outstanding Debt Securities of all series affected by the
amendment voting as one class; provided, however, that no extension of the
maturity of any Debt Securities, no reduction of the interest rate or
extension of time for the payment of interest, no reduction in the principal
amount or any amount payable on redemption, repayment or acceleration of
maturity, no impairment of the right of repayment at the option of the Holder,
if applicable, or the right to institute suit for repayment and no reduction
of the percentage required for modification of the Indenture will be effective
without the consent of each Holder so affected. A default on any series of
the Debt Securities, except as stated above, may be waived by the Holders of a
majority of the principal amount of the Debt Securities of such series.
Trustee
Chemical Bank acts as a depositary of funds of, extends lines of credit
to, and performs other services for the Company and its affiliates in the
normal course of its business.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities to or through underwriters or
dealers and also may sell Debt Securities directly to dealers or other
purchasers or through agents. Any such dealer or agent, in addition to any
underwriter, may be deemed to be an underwriter within the meaning of the
Securities Act. The terms of the offering of the Debt Securities with respect
to which this Prospectus is being delivered are set forth in the accompanying
Prospectus Supplement, including the name or names of any underwriters,
dealers or agents, the purchase price of such Debt Securities and the proceeds
to the Company from such sale, any underwriting discounts and other items
constituting underwriters' compensation, the initial public offering price and
any discounts or concessions which may be allowed or reallowed or paid to
dealers and any securities exchanges on which the Debt Securities may be
listed.
If underwriters are used in the sale, the Debt Securities will be
acquired by the underwriters for their own account and may be sold 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 offered to the public either through
underwriting syndicates represented by managing underwriters or directly by
one or more underwriters acting alone. Unless otherwise set forth in the
Prospectus Supplement, such underwriters may include Smith Barney Inc., J.P.
Morgan Securities Inc. and NatWest Capital Markets Limited. Unless otherwise
set forth in the Prospectus Supplement, the obligations of the underwriters to
purchase the Debt Securities described in the accompanying Prospectus
Supplement will be subject to certain conditions precedent and the
underwriters will be obligated to purchase all such Debt Securities if any are
so purchased by them. Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be changed from time
to time.
The Debt Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Unless otherwise set forth in the
Prospectus Supplement, such agents may include Smith Barney Inc., J.P. Morgan
Securities Inc. and NatWest Capital Markets Limited.National Westminster Bank Plc, New York Branch. Any agents
involved in the offer or sale of the Debt Securities in respect of which this
Prospectus is being delivered are named, and any commissions payable by the
Company to such agents are set forth in the accompanying 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.
If dealers are utilized in the sale of any Debt Securities, the Company
will sell the Debt Securities to the dealers as principals. Any dealer may
resell the Debt Securities to the public at varying prices to be determined by
the dealer at the time of resale. Unless otherwise set forth in the Prospectus
Supplement, such dealers may include Smith Barney Inc., J.P. Morgan Securities
Inc. and NatWest Capital Markets Limited.National Westminster Bank Plc, New York Branch. The names of any
dealers and the terms of the transaction will be set forth in the Prospectus
Supplement with respect to the Debt Securities being offered thereby.
If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers by certain specified
institutions to purchase the Debt Securities to which this Prospectus and the
Prospectus Supplement relates from the Company at the public offering price
set forth in the Prospectus Supplement, plus accrued interest, 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 commission payable for solicitation of such contracts.
Underwriters will not be obligated to make a market in any Debt
Securities. The Company cannot predict the activity of trading in, or
liquidity of, any Debt Securities.
Agents, dealers and underwriters may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to
contribution by the Company to payments they may be required to make in
respect thereof.
Agents, dealers and underwriters may be customers of, engage in
transactions with, or perform services for, the Company and its affiliates in
the ordinary course of business.
LEGAL OPINIONS
The legality of the Debt Securities offered hereby will be passed upon
for the Company by Davis Polk & Wardwell, New York, New York, and certain
legal matters in connection with the Debt Securities will be passed upon for
the underwriters or the agents by Cahill Gordon & Reindel, a partnership
including a professional corporation.
EXPERTS
The consolidated financial statements and related schedules of the
Company as of December 31, 1993 and 1992 and for each of the years in the
three-year period ended December 31, 1993, incorporated by reference herein
and elsewhere in the Registration Statement, have been incorporated by
reference herein and in the Registration Statement in reliance upon the
reports of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing. The reports of KPMG Peat Marwick LLP
covering the 1993 consolidated financial statements and related schedules
refer to changes in methods of accounting for post-retirement benefits other
than pensions and income taxes.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution*
Registration fee $ 86,208
Trustee's fee 20,000
Cost of printing and engraving 75,000
Legal fees and expenses 75,000
Accounting fees and expenses 30,000
Blue Sky fees and expenses 25,000
Miscellaneous 8,792
--------
Total $320,000
========
- ----------
*All amounts estimated except for registration fee.
Item 15. Indemnification of Directors and Officers.
Under Section 145 of the General Corporation Law of the State of
Delaware, the Registrant is empowered to indemnify directors, officers, agents
and employees, to purchase and maintain liability insurance on behalf of such
persons and to create other and further rights of indemnification by law or
otherwise. The present indemnification provisions (Article VIII, Sections 1
and 2) of the Registrant's bylaws expressly provide indemnification for
officers and directors of the Registrant and its subsidiary companies and
provide that the Registrant may purchase and maintain insurance on behalf of
such persons to the extent permitted by Section 145. The indemnification
provisions apply to both civil and criminal actions and permit indemnification
against expenses (including attorneys' fees), judgments, fines, costs and
amounts paid in settlement actually and reasonably incurred if the director or
officer acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Registrant, and, with respect to
criminal proceedings, if he had no reason to believe his conduct was unlawful.
Item 16. List of Exhibits and Exhibit Index.
Exhibit
Number Description
- ------- -----------_______ ___________
1.1 -- Form of Underwriting Agreement.
1.2 -- Form of Distribution Agreement.
4.1 -- Form of Indenture.
4.2 -- Form of Debt Security.*
4.2a -- Form of fixed rate medium-term note.*
4.2b -- Form of floating rate medium-term note.*
5 -- Opinion of Davis Polk & Wardwell as to legality of securities to
be issued.*
12 -- Computation of ratio of earnings to fixed charges.*
23.1 -- Consent of independent auditors.*
23.2 -- Consent of Davis Polk & Wardwell (included as part of Exhibit
5).*
24 -- Power of Attorney (see page II-3).Attorney.*
25 -- Statement of Eligibility and Qualification of Trustee on Form T-1
under the Trust Indenture Act of 1939.*
Incorporated as exhibit 4.2a and 4.2b
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 (unless the information
required to be included therein is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration Statement),
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement (unless the information required to be included therein
is contained in periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement), 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; (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; and (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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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 foregoing provisions, 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
Securities Act of 1933, and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue._______________
*Previously filed.
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, in the City of El Dorado, State of Arkansas, on
August 19,September 30, 1994.
MURPHY OIL CORPORATION
By /s/ STEVEN A. COSSE
----------------------------------______________________________
Steven A. Cosse
Vice President and General Counsel
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints jointly and severally, Steven A. Cosse
and Claiborne P. Deming and each one of them, his attorneys-in-fact each with
the power of substitution, for him in any and all capacities, to sign any and
all amendments to this Registration Statement (including post-effective
amendments), and to file the same, with exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact or his
substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities indicated below and on the date indicated above.
/s/ C.H. MURPHY, JR.* /s/ H. RODES HART
- ------------------------------------- ------------------------------------HART*
_____________________________________ _____________________________________
C.H. Murphy, Jr., Chairman and Director H. Rodes Hart, Director
Chairman and Director
/s/ JACK W. MCNUTT /s/MCNUTT* VESTER T. HUGHES, JR.
- ------------------------------------- ------------------------------------*
_____________________________________ _____________________________________
Jack W. McNutt, President and Chief Vester T. Hughes, Jr., Director
Executive Officer and Director
(Principal Executive Officer) /s/ MICHAEL W. MURPHY
------------------------------------
/s/MURPHY*
_____________________________________
R. MADISON MURPHYMURPHY* Michael W. Murphy, Director
- -------------------------------------_____________________________________
R. Madison Murphy, Executive Vice WILLIAM C. NOLAN, JR.*
President and Chief Financial and /s/ WILLIAM C. NOLAN, JR._____________________________________
Administrative Officer and Director ------------------------------------
(Principal Financial Officer) William C. Nolan, Jr., Director
/s/(Principal Financial Officer)
CAROLINE G. THEUS*
CLAIBORNE P. DEMING /s/ CAROLINEDEMING* _____________________________________
_____________________________________ Caroline G. THEUS
- ------------------------------------- ------------------------------------Theus, Director
Claiborne P. Deming, Executive Vice
Caroline G. Theus, Director
President and Chief Operating LORNE C. WEBSTER*
Officer and Director /s/ LORNE C. WEBSTER
------------------------------------
/s/ B.R.R. BUTLER_____________________________________
Lorne C. Webster, Director
- -------------------------------------B.R.R. BUTLER*
_____________________________________ RONALD W. HERMAN*
B.R.R. Butler, Director RONALD W. HERMAN
------------------------------------_____________________________________
Ronald W. Herman, Controller
(Principal Accounting Officer)
*By: STEVEN S. COSSE *
_________________________________
(Steven A. Cosse,
Attorney-in-Fact
EXHIBIT INDEX
Exhibit Sequential
Exhibit NumberNo. Description Page No.
- -------------- ----------- ----------_______ ___________ __________
1.1 -- Form of Underwriting Agreement.
1.2 -- Form of Distribution Agreement.
4.1 -- Form of Indenture.
4.2 -- Form of Debt Security.*
4.2a4.2a-- Form of fixed rate medium-term note.
4.2b*
4.2b-- Form of floating rate medium-term note.*
5 -- Opinion of Davis Polk and& Wardwell as to legality of
securities to be issued.*
12 -- Computation of ratio of earnings to fixed charges.*
23.1 -- Consent of independent auditors.*
23.2 -- Consent of Davis Polk & Wardwell (included as part of
Exhibit 5).*
24 -- Power of Attorney (see page II-3)Attorney.*
25 -- Statement of Eligibility and Qualification of Trustee on
Form T-1 under the Trust Indenture Act of 1939.*
Incorporated as exhibit 4.2a and 4.2b____________________
* Previously filed.