AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 16, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ABBOTT LABORATORIES
(Exact name of registrant as specified in its charter)
ILLINOIS 36-0698440
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
100 ABBOTT PARK ROAD
ABBOTT PARK, ILLINOIS 60064-3500
(847) 937-6100
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
JOSE M. DE LASA
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
ABBOTT LABORATORIES
100 ABBOTT PARK ROAD
ABBOTT PARK, ILLINOIS 60064-3500
(847) 937-6100
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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COPIES TO:
ROBERT E. CURLEY CHARLES W. MULANEY, JR.
MAYER, BROWN & PLATT SKADDEN, ARPS, SLATE, MEAGHER & FLOM
190 SOUTH LASALLE STREET 333 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60603 CHICAGO, ILLINOIS 60606
(312) 782-0600 (312) 407-0700
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME
TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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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/
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. / /
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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. / /
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT (1) PRICE (1) FEE
Debt Securities........................ $750,000,000 100% $750,000,000 $221,250
(1) Estimated solely for the purpose of calculating the registration fee.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED SEPTEMBER 16, 1998
P R O S P E C T U S
$750,000,000
ABBOTT LABORATORIES
DEBT SECURITIES
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Abbott Laboratories (the "Company") intends from time to time to issue its
unsecured debt securities (the "Securities") from which the Company will receive
up to an aggregate amount of $750,000,000 in proceeds (or its equivalent in
foreign currencies or currency units). The Securities will be offered for sale
in amounts, at prices and on terms to be determined when an agreement to sell is
made or at the time of sale, as the case may be. The Securities may be sold for
U.S. dollars, foreign denominated currency or European Currency Units ("ECUs"),
and principal of and any interest on the Securities may likewise be payable in
U.S. dollars, foreign denominated currency or ECUs. For each issue of Securities
in respect of which this Prospectus is being delivered (the "Offered
Securities"), there is an accompanying Prospectus Supplement (the "Prospectus
Supplement") that sets forth the title, designation, aggregate principal amount,
designated currency or currency units, rate (which may be fixed or variable) or
method of calculation of interest and dates for payment thereof, maturity,
priority, premium, if any, authorized denominations, initial price, any
redemption or prepayment rights at the option of the Company or the holder, any
terms for sinking fund payments, any listing on a securities exchange and the
initial public offering price, the form of the Securities (which may be in
registered or permanent global form) and other special terms of the Offered
Securities, together with the terms of the offering of the Offered Securities
and the net proceeds to the Company from the sale thereof.
The Securities may be offered directly to purchasers or to or through
agents, underwriters or dealers designated from time to time, or through a
combination of those methods of sale. If any underwriters or agents are involved
in the offering of the Offered Securities in respect of which this Prospectus is
being delivered, the names of such agents or underwriters and any applicable
fee, commission and discount arrangements with them will be set forth in the
Prospectus Supplement. See "Plan of Distribution." The net proceeds to the
Company from such offering will also be set forth in the Prospectus Supplement.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is September , 1998.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY UNDERWRITER. NEITHER THIS PROSPECTUS NOR ANY PROSPECTUS
SUPPLEMENT CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES OR AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES TO ANY PERSON IN
ANY JURISDICTION TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN
SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.
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"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the office of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, as well as at the Regional Offices of the
Commission at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511, and Seven World Trade Center, Suite 1300, New York, New
York 10048. Copies of such information can be obtained by mail from the Public
Reference Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission also
maintains a site accessible to the public by computer on the World Wide Web, at
http://www.sec.gov, which site contains registration statements, reports, proxy
and information statements and other information regarding registrants that file
electronically with the Commission, including the Company. Reports, proxy
statements and other information concerning the Company can also be inspected at
the office of the New York Stock Exchange Inc., 20 Broad Street, New York, New
York 10005, at the office of the Chicago Stock Exchange, 440 South LaSalle
Street, Chicago, Illinois 60605, and at the office of the Pacific Exchange Inc.,
301 Pine Street, San Francisco, California 94104. The Company has securities
listed on each of the aforementioned exchanges.
This Prospectus constitutes a part of a registration statement (the
"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
thereto for further information with respect to the Company and the Securities.
The Company is not required, nor does it intend, to provide annual or other
reports to holders of the Securities. However, such reports will be available to
such holders upon request. See "Documents Incorporated by Reference."
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company under the Exchange Act with the
Commission are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year ended December 31,
1997.
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998.
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1998.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Securities offered hereby shall be deemed to
be incorporated in this Prospectus by reference and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge, upon the written or oral request by
any person, including any beneficial owner, to whom this Prospectus is
delivered, a copy of any or all of the documents incorporated by reference in
this Prospectus, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Such requests
should be directed to: Jose M. de Lasa, Senior Vice President, Secretary and
General Counsel, Abbott Laboratories, 100 Abbott Park Road, Abbott Park,
Illinois 60064-3500 (telephone (847) 937-6100).
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THE COMPANY
The Company is an Illinois corporation, incorporated in 1900. As used
throughout the text of this document, references to the "Company" include the
Company and its consolidated subsidiaries, unless otherwise indicated or unless
the context otherwise requires. The Company's corporate offices are located at
100 Abbott Park Road, Abbott Park, Illinois 60064-3500. Its telephone number is
(847) 937-6100.
The Company's principal business is the discovery, development, manufacture,
and sale of a broad and diversified line of health care products and services.
Among the Company's products is a line of adult and pediatric pharmaceuticals
and nutritionals. These products are sold primarily on the prescription or
recommendation of physicians or other health care professionals. This line also
includes agricultural and chemical products, bulk pharmaceuticals, and consumer
products. In addition, the Company produces a line of hospital and laboratory
products which includes diagnostic systems for blood banks, hospitals,
commercial laboratories, alternate-care testing sites, and consumers;
intravenous and irrigation fluids and related administration equipment,
including electronic drug delivery systems; drugs and drug delivery systems;
anesthetics; pain management products; critical care products; diagnostic
imaging products and other medical specialty products for hospitals and
alternate-care sites.
The Company purchases, in the ordinary course of business, necessary raw
materials and supplies essential to the Company's operations from numerous
suppliers in the United States and overseas. The Company markets products in
approximately 130 countries through affiliates and distributors. Most of the
Company's products are sold both in and outside the United States. The Company
employs approximately 54,000 persons in its various offices, plants and
facilities located throughout North America, South America, Europe, Africa, Asia
and Australia.
USE OF PROCEEDS
Except as otherwise set forth in the Prospectus Supplement relating to the
Offered Securities, the net proceeds to be received by the Company from the sale
of the Securities will be added to the general funds of the Company and will be
used for general corporate purposes, including repayment of indebtedness,
retirement of long-term and short-term debt and the purchase of shares of the
Company's common stock. Pending such use, the net proceeds will be temporarily
invested in short-term instruments.
DESCRIPTION OF SECURITIES
The Securities are to be issued under an Indenture (the "Indenture"),
between the Company and Harris Trust and Savings Bank, as Trustee (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, such Sections or defined terms are incorporated
herein by reference.
The following sets forth certain general terms and provisions of the
Securities offered hereby. The particular terms of the Securities offered by any
Prospectus Supplement (the "Offered Securities") will be described in the
Prospectus Supplement relating to such Offered Securities (the "Applicable
Prospectus Supplement").
GENERAL
The Indenture does not limit the amount of Securities that may be issued
thereunder and Securities may be issued thereunder from time to time in one or
more series. The Securities will be unsecured and unsubordinated obligations of
the Company and will rank equally and ratably with other unsecured and
unsubordinated obligations of the Company.
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Unless otherwise indicated in the Applicable Prospectus Supplement,
principal of, premium, if any, and interest on the Securities will be payable,
and the transfer of Securities will be registrable, at the office or agency to
be maintained by the Company in Chicago and at any other office or agency
maintained by the Company for such purpose. The Securities will be issued only
in fully registered form without coupons and, unless otherwise indicated in the
Applicable Prospectus Supplement, in denominations of $1,000 or integral
multiples thereof. No service charge will be made for any registration of
transfer or exchange of the Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge imposed in
connection therewith.
The Applicable Prospectus Supplement will describe the following terms of
the Offered Securities: (1) the title of the Offered Securities; (2) any limit
on the aggregate principal amount of the Offered Securities; (3) the Person to
whom any interest on the Offered Securities shall be payable, if other than the
person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest; (4) the date or dates on which the principal of the Offered Securities
is payable; (5) the rate or rates (which may be fixed or variable) at which the
Offered Securities shall bear interest or the method by which such rate or rates
shall be determined, if any, the date or dates from which any such interest
shall accrue, the Interest Payment Dates on which any such interest shall be
payable and the Regular Record Date for the interest payable on any Interest
Payment Date; (6) the place or places where the principal of and any premium and
interest on the Offered Securities shall be payable; (7) the period or periods
within which, the price or prices at which and the terms and conditions upon
which the Offered Securities may be redeemed, in whole or in part, at the option
of the Company; (8) the obligation, if any, of the Company to redeem, purchase
or repay the Offered Securities pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof and the period or periods within
which, the price or prices at which and the terms and conditions upon which the
Offered Securities shall be redeemed, purchased or repaid, in whole or in part,
pursuant to such obligation; (9) if other than denominations of $100,000 and any
integral multiple of $1,000 in excess thereof, the denominations in which the
Offered Securities shall be issuable; (10) the currency, currencies or currency
units in which payment of the principal of and any premium and interest on any
Offered Securities shall be payable if other than the currency of the United
States of America; (11) if the amount of payments of principal of or any premium
or interest on any Offered Securities may be determined with reference to an
index or formula, the manner in which such amounts shall be determined; (12) if
the principal of or any premium or interest on any Offered Securities is to be
payable, at the election of the Company or a Holder thereof, in one or more
currencies or currency units other than that or those in which the Offered
Securities are stated to be payable, the currency, currencies or currency units
in which payment of the principal of and any premium and interest on the Offered
Securities as to which such election is made shall be payable, and the periods
within which and the terms and conditions upon which such election is to be
made; (13) if other than the principal amount thereof, the portion of the
principal amount of the Offered Securities which shall be payable upon
declaration of acceleration of the Maturity thereof; (14) the applicability of
the provisions described under "Defeasance and Covenant Defeasance"; (15) if the
Offered Securities will be issued in whole or in part in the form of a
Book-Entry Security as described under "Book-Entry Securities," the depository
appointed by the Company (the "Depository") or its nominee with respect to the
Offered Securities and the circumstances under which the Book-Entry Security may
be registered for transfer or exchange or authenticated and delivered in the
name of a Person other than the Depository or its nominee; and (16) any other
terms of the Offered Securities.
The Securities may be issued as Original Issue Discount Securities to be
offered and sold at a substantial discount below their stated principal amount.
Federal income tax consequences and other special considerations applicable to
Original Issue Discount Securities and any Securities treated as having been
issued with original issue discount for Federal income tax purposes will be
described in the Applicable Prospectus Supplement. "Original Issue Discount
Securities" means any Security which provides for an amount less than the
principal amount thereof to be due and payable upon the declaration of
acceleration of the Maturity thereof upon the occurrence of an Event of Default
and the continuation thereof.
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The Indenture does not contain covenants or other provisions designed to
afford holders of the Securities protection in the event of a highly leveraged
transaction, change in credit rating or other similar occurrence.
BOOK-ENTRY SECURITIES
Unless otherwise provided in the Prospectus Supplement, the Securities will
be represented by one or more certificates (the "Global Securities"). The Global
Security representing Securities will be deposited with, or on behalf of, The
Depository Trust Company, New York, New York ("DTC"), or other successor
depository appointed by the Company (DTC or such other depository is herein
referred to as the "Depository") and registered in the name of the Depository or
its nominee. Unless otherwise provided in the Prospectus Supplement, Securities
will not be issued in definitive form.
DTC will act as securities depository for the Securities. The Securities
will be issued as fully-registered securities registered in the name of Cede &
Co. (DTC's partnership nominee). One fully-registered Global Security will be
issued with respect to each $200 million of principal amount and an additional
certificate will be issued with respect to any remaining principal amount of
Securities.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Participants") deposit
with DTC. DTC also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations ("Direct Participants").
DTC is owned by a number of its Direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc., and the National Association
of Securities Dealers, Inc. Access to the DTC system is also available to others
such as securities brokers and dealers, banks, and trust companies that clear
through or maintain a custodial relationship with a Direct Participant, either
directly or indirectly ("Indirect Participants"). The rules applicable to DTC
and its Participants are on file with the Commission.
Purchases of Securities under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Securities on DTC's
records. The ownership interest of each actual purchaser of each Security
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. A Beneficial Owner will not receive written confirmation
from DTC of their purchase, but Beneficial Owners are expected to receive a
written confirmation providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participants through
which such Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Securities are to be accomplished by entries made on the books
of Participants acting on behalf of Beneficial Owners. Beneficial Owners will
not receive certificates representing their ownership interests in Securities,
except in the event that use of the book-entry system for the Securities is
discontinued.
To facilitate subsequent transfers, all Securities deposited by Participants
with DTC are registered in the name of DTC's partnership nominee, Cede & Co. The
deposit of Securities with DTC and their registration in the name of Cede & Co.
will effect no change in beneficial ownership. DTC has no knowledge of the
actual Beneficial Owners of the Securities; DTC's records reflect only the
identity of the Direct Participants to whose accounts such Securities are
credited, which may or may not be the Beneficial Owners. The Participants will
remain responsible for keeping account of their holdings on behalf of their
customers.
Delivery of notices and other communications by DTC to Direct Participants,
by Direct Participants to Indirect Participants, and by Direct Participants and
Indirect Participants to Beneficial Owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in
effect from time to time.
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Redemption notices shall be sent to DTC. If less than all of the Securities
within an issue are being redeemed, DTC's practice is to determine by lot the
amount of the interest of each Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect to Securities.
Under its usual procedures, DTC mails a proxy (an "Omnibus Proxy") to the
Company as soon as possible after the record date. The Omnibus Proxy assigns
Cede & Co.'s consenting or voting rights to those Direct Participants to whose
accounts the Securities are credited on the record date (identified in a listing
attached to the Omnibus Proxy).
Principal and interest payments, if any, on the Securities will be made to
Cede & Co., as nominee of DTC. DTC's practice is to credit Direct Participants'
accounts, upon DTC's receipt of funds and corresponding detail information from
the Company or the Trustee, on payable date in accordance with their respective
holdings shown on DTC's records. Payments by Participants to Beneficial Owners
will be governed by standing instructions and customary practices, as is 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 Participant
and not of DTC, the Trustee or the Company, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
principal and interest to Cede & Co. is the responsibility of the Company or
Trustee, disbursement of such payments to Direct Participants shall be the
responsibility of DTC, and disbursement of such payments to Beneficial Owners
shall be the responsibility of Direct and Indirect Participants.
A Beneficial Owner shall give notice to elect to have its Securities
purchased or tendered, through its Participant, to a Tender Agent, and shall
effect delivery of such Securities by causing the Direct Participants to
transfer the Participant's interest in the Securities, on DTC's records, to a
Tender Agent. The requirement for physical delivery of Securities in connection
with an optional tender or a mandatory purchase will be deemed satisfied when
the ownership rights in the Securities are transferred by Direct Participants on
DTC's records and followed by a book-entry credit of tendered Securities to the
Tender Agent's account.
DTC may discontinue providing its services as securities depository with
respect to the Securities at any time by giving reasonable notice to the Company
or Trustee. Under such circumstances, in the event that a successor securities
depository is not obtained, Security certificates are required to be printed and
delivered.
The Company may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event,
Security certificates will be printed and delivered.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Company believes to be reliable, but the
Company takes no responsibility for the accuracy thereof.
CERTAIN COVENANTS OF THE COMPANY
RESTRICTIONS ON SECURED DEBT. Unless otherwise provided in the Prospectus
Supplement with respect to any series of the Securities, if the Company or any
Domestic Subsidiary (as defined below) shall incur, issue, assume or guarantee
any indebtedness for borrowed money represented by notes, bonds, debentures or
other similar evidences of indebtedness, secured by a mortgage, pledge or other
lien on any Principal Domestic Property (as defined below) or on any shares of
stock or debt of any Domestic Subsidiary, the Company shall secure, or cause
such Domestic Subsidiary to secure, the Securities equally and ratably, with (or
prior to) such indebtedness, so long as such indebtedness shall be so secured,
unless after giving effect thereto the aggregate amount of all such indebtedness
so secured, together with all Attributable Debt (as defined below) in respect of
sale and leaseback transactions involving Principal Domestic Properties, would
not exceed 15% of the Consolidated Net Assets (as defined below) of the Company.
This restriction will not apply to, and there shall be excluded in computing
secured indebtedness for the purpose of such restriction, indebtedness secured
by (a) mortgages on property of, or on any shares of stock or debt of, any
corporation existing at the time
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such corporation becomes a Domestic Subsidiary, (b) mortgages in favor of the
Company or any Domestic Subsidiary, (c) mortgages in favor of U.S. or foreign
governmental bodies to secure partial, progress, advance or other payments, (d)
mortgages on property, shares of stock or debt existing at the time of
acquisition thereof (including acquisition through merger or consolidation),
purchase money mortgages and construction cost mortgages existing at or incurred
within 120 days of the time of acquisition thereof, (e) mortgages existing on
the first date on which a Security is authenticated by the Trustee, (f)
mortgages incurred in connection with pollution control, industrial revenue or
similar financings, and (g) any extension, renewal or replacement of any debt
secured by any mortgage referred to in the foregoing clauses (a) through (f),
inclusive.
The term "Subsidiary" of the Company means any corporation of which the
Company directly or indirectly owns or controls stock which under ordinary
circumstances (not dependent upon the happening of a contingency) has the voting
power to elect a majority of the board of directors of such corporation;
provided that the term does not include any corporation that does not own a
Principal Domestic Property and the principal executive officer, president and
principal financial officer of the Company determine in good faith that the then
aggregate investments by the Company and its Domestic Subsidiaries in such
corporation are not of material importance to the total business conducted, or
assets owned, by the Company and its Domestic Subsidiaries. The term "Domestic
Subsidiary" means a Subsidiary of the Company which transacts substantially all
of its business or maintains substantially all of its property within the United
States (excluding its territories, possessions and Puerto Rico), except a
Subsidiary which (a) is engaged primarily in financing operations outside of the
United States or in leasing personal property or financing inventory,
receivables or other property or (b) does not own a Principal Domestic Property.
The term "Principal Domestic Property" means any building, structure or other
facility (together with the land on which it is erected and fixtures comprising
a part thereof) used primarily for manufacturing, processing, research,
warehousing or distribution, located in the United States (excluding its
territories, possessions and Puerto Rico), owned or leased by the Company or a
Subsidiary of the Company and having a net book value in excess of 2% of
Consolidated Net Assets, other than any such building, structure or other
facility or portion thereof which is a pollution control facility financed by
state or local governmental obligations or which the principal executive
officer, president and principal financial officer of the Company determine in
good faith is not of material importance to the total business conducted or
assets owned by the Company and its Subsidiaries as an entirety. The term
"Consolidated Net Assets" means the aggregate amount of assets (less reserves
and other deductible items) after deducting current liabilities, as shown on the
consolidated balance sheet of the Company and its Subsidiaries contained in the
latest annual report to the stockholders of the Company and prepared in
accordance with generally accepted accounting principles. The term "Attributable
Debt" means the present value (discounted at the rate of 8% per annum compounded
monthly) of the obligations for rental payments required to be paid during the
remaining term of any lease of more than 12 months.
RESTRICTIONS ON SALES AND LEASEBACKS. Unless otherwise provided in the
Prospectus Supplement with respect to any series of the Securities, neither the
Company nor any Domestic Subsidiary may enter into any sale and leaseback
transaction involving any Principal Domestic Property, the acquisition or
completion of construction and commencement of full operation of which has
occurred more than 120 days prior thereto, unless (a) the Company or such
Domestic Subsidiary could incur a mortgage on such property under the
restrictions described above under "Restrictions on Secured Debt" in an amount
equal to the Attributable Debt with respect to the sale and leaseback
transaction without equally and ratably securing the Securities or (b) the
Company, within 120 days after the sale or transfer by the Company or any
Domestic Subsidiary, applies to the retirement of its funded debt (defined as
indebtedness for borrowed money having a maturity of, or by its terms extendible
or renewable for, a period of more than 12 months after the date of
determination of the amount thereof) an amount equal to the greater of (i) the
net proceeds of the sale of the Principal Domestic Property sold and leased
pursuant to such arrangement or (ii) the fair market value of the Principal
Domestic Property so sold and leased (subject to credits for certain voluntary
retirements of funded debt).
7
EVENTS OF DEFAULT
Any one of the following events will constitute an Event of Default under
the Indenture with respect to Securities of any series: (a) failure to pay any
interest on any Security of that series when due, continued for 30 days; (b)
failure to pay principal of or any premium on any Security of that series when
due; (c) failure to deposit any sinking fund payment, when due, in respect of
any Security of that series; (d) failure to perform, or breach of, any other
covenant or warranty of the Company in the Indenture (other than a covenant
included in the Indenture solely for the benefit of a series of Securities
thereunder other than that series) continued for 90 days after written notice as
provided in the Indenture; (e) certain events in bankruptcy, insolvency or
reorganization of the Company; or (f) any other Event of Default provided with
respect to Securities of that series.
If any Event of Default with respect to the Securities of any series at the
time Outstanding occurs and is continuing, either the Trustee or the Holders of
at least 25 percent in aggregate principal amount of the Outstanding Securities
of that series may declare the principal amount (or, if the Securities of that
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms thereof) of all the Securities of that
series to be due and payable immediately by a notice in writing to the Company
(and to the Trustee if given by Holders), and upon any such declaration such
principal amount (or specified amount) will be immediately due and payable. At
any time after a declaration of acceleration with respect to Securities of any
series has been made, but before a judgment or decree based on acceleration has
been obtained, the Holders of a majority in aggregate principal amount of
Outstanding Securities of that series may, under certain circumstances, rescind
and annul such acceleration.
Reference is made to the Applicable Prospectus Supplement relating to any
series of Offered Securities that are Original Issue Discount Securities for the
particular provisions relating to acceleration of the Stated Maturity of a
portion of the principal amount of such series of Original Issue Discount
Securities upon the occurrence of an Event of Default and the continuation
thereof.
The Indenture provides that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity. Subject to such provisions for the
indemnification of the Trustee and to certain other conditions, the Holders of a
majority in aggregate principal amount of the Outstanding Securities of any
series will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, with respect to the Securities of that
series.
No Holder of any series of Securities will have any right to institute any
proceeding with respect to the Indenture, or for the appointment of a receiver
or trustee, or for any other remedy thereunder, unless such Holder shall have
previously given to the Trustee written notice of a continuing Event of Default
and unless the Holders of at least 25 percent in principal amount of the
Outstanding Securities of that series shall have made written request, and
offered reasonable indemnity, to the Trustee to institute such proceeding as
trustee, and the Trustee shall not have received from the Holders of a majority
in aggregate principal amount of the Outstanding Securities of that series a
direction inconsistent with such request and shall have failed to institute such
proceeding within 60 days. However, such limitations do not apply to a suit
instituted by a Holder of a Security for enforcement of payment of the principal
of and premium, if any, or interest on such Security on or after the respective
due dates expressed in such Security.
The Company is required to furnish to the Trustee annually a statement as to
the performance by the Company of certain of its obligations under the Indenture
and as to any default in such performance.
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by the Company and
the Trustee with the consent of the Holders of not less than the majority in
aggregate principal amount of the
8
Outstanding Securities of each series issued under the Indenture and affected by
the modification or amendment; provided, however, that no such modification or
amendment may, without the consent of the Holders of all Securities affected
thereby, (i) change the Stated Maturity of the principal of, or any installment
of principal of or interest on, any Security; (ii) reduce the principal amount
of, or the premium, if any, or (except as otherwise provided in the Applicable
Prospectus Supplement) interest on, any Security (including in the case of an
Original Issue Discount Security the amount payable upon acceleration of the
maturity thereof); (iii) change the place or currency of payment of principal
of, premium, if any, or interest on any Security; (iv) impair the right to
institute suit for the enforcement of any payment on any Security on or at the
Stated Maturity thereof (or in the case of redemption, on or after the
Redemption Date); (v) reduce the percentage in principal amount of Outstanding
Securities of any series, the consent of whose Holders is required for
modification or amendment of the Indenture or for waiver of compliance with
certain provisions of the Indenture or for waiver of certain defaults; or (vi)
modify certain provisions of the Indenture, except to increase any such
percentage or to provide that certain other provisions of the Indenture cannot
be modified or waived without the consent of each Holder affected thereby.
The Holders of at least a majority in aggregate principal amount of the
Outstanding Securities of any series may, on behalf of all Holders of that
series, waive compliance by the Company with certain restrictive provisions of
the Indenture. The Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities of any series may, on behalf of all Holders
of that series, waive any past default under the Indenture, except a default in
the payment of principal, premium or interest and in respect of a covenant or
provision of the Indenture that cannot be modified or amended without the
consent of the Holder of each Outstanding Security of such series affected
thereby.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company may not consolidate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person and may not permit any Person to merge into or consolidate with
the Company or convey, transfer or lease its properties and assets substantially
as an entirety to the Company, unless (i) in case the Company consolidates with
or merges into another person or conveys, transfers or leases its properties
substantially as an entirety to any person, the person formed by such
consolidation or into which the Company is merged or the person which acquires
by conveyance or transfer, or which leases, the properties and assets of the
Company substantially as an entirety is a corporation, partnership, or trust
organized under the laws of the United States of America, any State or the
District of Columbia, and expressly assumes the Company's obligations on the
Securities under a supplemental indenture, (ii) immediately after giving effect
to the transaction no Event of Default, and no event which, after notice or
lapse of time or both, would become an Event of Default, shall have occurred and
be continuing, (iii) if properties or assets of the Company become subject to a
mortgage, pledge, lien, security interest or other encumbrance not permitted by
the Indenture, the Company or such successor Person, as the case may be, takes
such steps as shall be necessary effectively to secure the Securities equally
and ratably with (or prior to) all indebtedness secured thereby, and (iv) the
Company has delivered to the Trustee an Officers' Certificate and an Opinion of
Counsel stating compliance with these provisions.
DEFEASANCE AND COVENANT DEFEASANCE
The Indenture provides, unless otherwise indicated in the Applicable
Prospectus Supplement with respect to the Offered Securities, that the Company,
at the Company's option, (a) will be discharged from any and all obligations in
respect of the Securities of any series (except for certain obligations to
register the transfer of or exchange of Securities of such series, replace
stolen, lost or mutilated Securities of such series, maintain paying agencies
and hold moneys for payment in trust) or (b) need not comply with certain
restrictive covenants of the Indenture, including those described under "Certain
Covenants of the Company," and the occurrence of an event described in clause
(d) under "Events of Default" shall no longer be an Event of Default, in each
case, if the Company deposits, in trust, with the Trustee money or U.S.
Government Obligations, which through the payment of interest thereon and
principal thereof in accordance with their terms will provide money, in an
amount sufficient to pay all the
9
principal of and premium, if any, and interest on the Securities of such series
on the dates such payments are due (which may include one or more redemption
dates designated by the Company) in accordance with the terms of the Securities
of such series. Such a trust may be established only if, among other things, (i)
no Event of Default or event which with the giving of notice or lapse of time,
or both, would become an Event of Default under the Indenture shall have
occurred and be continuing on the date of such deposit or insofar as an Event of
Default resulting from certain events of bankruptcy or insolvency of the
Company, at any time during the period ending on the 121st day after the date of
such deposit or, if longer, ending on the day following the expiration of the
longest preference period applicable to the Company in respect of such deposit,
(ii) such deposit will not cause the Trustee to have any conflicting interest
with respect to other securities of the Company or result in the trust arising
from such deposit to constitute, unless it is qualified as, a "regulated
investment company," (iii) such defeasance will not result in a breach or
violation of, or constitute a default under, the Indenture or any other
agreement or instrument to which the Company is a party or by which it is bound,
and (iv) the Company shall have delivered an Opinion of Counsel to the effect
that the Holders will not recognize income, gain or loss for Federal income tax
purposes as a result of such deposit or defeasance and will be subject to
Federal income tax in the same manner as if such defeasance had not occurred,
which Opinion of Counsel, in the case of clause (a) above, must refer to and be
based upon a published ruling of the Internal Revenue Service, a private ruling
of the Internal Revenue Service addressed to the Company, or otherwise a change
in applicable Federal income tax law occurring after the date of the Indenture.
In the event the Company omits to comply with its remaining obligations under
the Indenture after a defeasance of the Indenture with respect to the Securities
of any series as described under clause (b) above and the Securities of such
series are declared due and payable because of the occurrence of any Event of
Default, the amount of money and U.S. Government Obligations on deposit with the
Trustee may be insufficient to pay amounts due on the Securities of such series
at the time of the acceleration resulting from such Event of Default. However,
the Company will remain liable in respect of such payments.
CONCERNING THE TRUSTEE
Harris Trust and Savings Bank is Trustee under the Indenture. The Trustee
performs services for the Company in the ordinary course of business.
PLAN OF DISTRIBUTION
The Company may sell the Securities being offered hereby through agents,
through underwriters and through dealers, and Securities may be sold to other
purchasers directly or through agents or through a combination of any such
methods of sale.
The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
Offers to purchase Securities may be solicited by agents designated by the
Company from time to time. Any such agent, who may be deemed to be an
underwriter, as that term is defined in the Securities Act, involved in the
offer or sale of the Securities in respect of which this Prospectus is delivered
will be named, and any commissions payable by the Company to such agent set
forth, in the Applicable Prospectus Supplement. Agents may be entitled under
agreements that may be entered into with the Company to indemnification by the
Company against certain liabilities, including liabilities under the Securities
Act, and such agents or their affiliates may be customers of, extend credit to
or engage in transactions with or perform services for the Company in the
ordinary course of business. Unless otherwise indicated in the Prospectus
Supplement, any such agent will be acting on a reasonable efforts basis for the
period of its appointment.
If any underwriters are utilized in the sale, the Company will enter into an
underwriting agreement with such underwriters at the time of sale to them and
the names of the underwriters and the terms of the
10
transaction will be set forth in the Applicable Prospectus Supplement that will
be used by the underwriters to make resales of the Securities in respect of
which this Prospectus is delivered to the public. The underwriters may be
entitled under the relevant underwriting agreement to indemnification by the
Company against certain liabilities, including liabilities under the Securities
Act, and such underwriters or their affiliates may be customers of, extend
credit to or engage in transactions with or perform services for the Company in
the ordinary course of business.
If dealers are utilized in the sale of the Securities in respect of which
this Prospectus is delivered, the Company will sell such Securities to such
dealers, as principal. The dealers may then resell such Securities to the public
at varying prices to be determined by such dealers at the time of resale.
Dealers may be entitled to indemnification by the Company against certain
liabilities, including liabilities under the Securities Act, and such dealers or
their affiliates may be customers of, extend credit to or engage in transactions
with or perform services for the Company in the ordinary course of business.
The Securities are not proposed to be listed on a securities exchange, and
any underwriters or dealers will not be obligated to make a market in
Securities. The Company cannot predict the activity or liquidity of any trading
in the Securities.
LEGAL OPINIONS
Unless otherwise indicated in a supplement to this Prospectus, certain legal
matters in connection with the Securities offered hereby will be passed upon for
the Company by Jose M. de Lasa, Esq., Senior Vice President, General Counsel and
Secretary of the Company and by Mayer, Brown & Platt, Chicago, Illinois, and for
the underwriters, dealers and agents, if any, by Skadden, Arps, Slate, Meagher &
Flom, Chicago, Illinois. As of September 10, 1998, Mr. de Lasa beneficially
owned approximately 114,946 shares of common stock of the Company and held
options to acquire 399,148 shares of such common stock of which options to
purchase 203,768 shares of common stock are currently exercisable. (These
amounts include approximately 668 shares held for the benefit of Mr. de Lasa in
the Abbott Laboratories Stock Retirement Trust pursuant to the Abbott
Laboratories Stock Retirement Plan). The opinions of Mr. de Lasa, Mayer, Brown &
Platt and Skadden, Arps, Slate, Meagher & Flom may be conditioned upon, and may
be subject to certain assumptions regarding, future action required to be taken
by the Company and any underwriter(s), dealer(s) or agent(s) in connection with
the issuance and sale of any particular series of Offered Securities. The
opinions of Mr. de Lasa, Mayer, Brown & Platt and Skadden, Arps, Slate, Meagher
& Flom with respect to certain series of Offered Securities may be subject to
other conditions and assumptions, as indicated in the Prospectus Supplement
describing such series. Skadden, Arps, Slate, Meagher & Flom from time to time
represents the Company in connection with certain other matters.
EXPERTS
The consolidated financial statements and schedules included in the Annual
Report on Form 10-K for the year ended December 31, 1997, incorporated by
reference in this Registration Statement, have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports.
11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with the
issuance and distribution of the securities registered hereby, other than
underwriting discounts and commissions:
SEC registration fee............................................... $221,250
Printing and engraving costs....................................... 20,000
Legal fees and expenses............................................ 35,000
Accounting fees and expenses....................................... 35,000
Trustee fees and expenses.......................................... 10,000
Rating agency fees................................................. 210,000
Miscellaneous...................................................... 12,000
---------
Total............................................................ $ 543,250
---------
---------
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Restated Article R-VI of the Company's Restated Articles of Incorporation
provides that the Company shall, in the case of persons who are or were
directors or officers of the Company, and may, as to other persons, indemnify to
the fullest extent permitted by law any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise. The provisions of Article R-VI are applicable to all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding. Expenses incurred in defending a civil or criminal action, suit
or proceeding may be paid by the Company in advance of the final disposition of
such action, suit or proceeding, as authorized by the Company's Board of
Directors in the specific case, upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount, unless it
shall ultimately be determined that he or she is entitled to indemnification.
Section 8.75 of the Illinois Business Corporation Act provides that a
corporation may indemnify any person (or his or her personal representatives)
who, by reason of the fact that such person is or was a director or officer of
such corporation, is made (or threatened to be made) a party to any pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, other than one brought on behalf of the corporation, against
reasonable expenses (including attorneys' fees), judgments, fines and settlement
payments, if such person acted in good faith and in a manner he or she
reasonably believed to be not opposed to the best interests of such corporation
and, in criminal actions, in addition, had no reasonable cause to believe his or
her conduct was unlawful. In the case of actions on behalf of the corporation,
indemnification may extend only to reasonable expenses (including attorneys'
fees) and only if such person acted in good faith and in a manner he or she
reasonably believed to be not opposed to the best interests of the corporation,
provided that no such indemnification is permitted in respect of any claim,
issue or matter as to which such person is adjudged to be liable for negligence
or misconduct in the performance of his or her duty to the corporation except to
the extent that the adjudicating court otherwise provides. To the extent that
such person has been successful in defending any action, suit or proceeding
(even one on behalf of the corporation) or in defense of any claim, issue or
matter therein, such person is entitled to indemnification for reasonable
expenses (including attorneys' fees) incurred by such person in connection
therewith.
II-1
The indemnification provided for by the Illinois Business Corporation Act is
not exclusive of any other rights of indemnification, and a corporation may
maintain insurance against liabilities for which indemnification is not
expressly provided by the Illinois Business Corporation Act. The Company's
directors and officers are insured under a directors and officers liability
insurance policy maintained by the Company.
The proposed form of Underwriting Agreement provides for indemnification of
the Company's directors and officers who signed the Registration Statement, and
of each person, if any, who controls the Company, against certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the
"Securities Act").
ITEM 16. EXHIBITS.
A list of exhibits filed herewith or incorporated by reference is contained
in the Exhibit Index which is incorporated herein by reference.
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 information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high 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 20 percent 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
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in 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.
(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 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
II-2
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.
(5) That, for purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(6) That, for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(7) 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 referred to in Item 15, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 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.
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 in the County of Lake, State of Illinois, on September 14, 1998.
ABBOTT LABORATORIES
By: /s/ D. L. BURNHAM
--------------------------------------
D. L. Burnham
Chairman of the Board and
Chief Executive Officer
Each person whose signature appears below on this Registration Statement
hereby constitutes and appoints Jose M. de Lasa and Gary P. Coughlan and each of
them, with full power to act without the other, as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities (unless revoked in writing), to sign any and all amendments to the
Registrant's Form S-3 Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he or she might and could do in person,
hereby ratifying and confirming all that such attorneys-in-fact and agents or
any of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on September 14, 1998.
/s/ D. L. BURNHAM /s/ MILES D. WHITE
- ---------------------------------------- ----------------------------------------
D. L. Burnham Miles D. White
Chairman of the Board, Executive Vice President
Chief Executive Officer and Director and Director
(principal executive officer)
/s/ THOMAS R. HODGSON /s/ GARY P. COUGHLAN
- ---------------------------------------- ----------------------------------------
Thomas R. Hodgson Gary P. Coughlan
President, Chief Operating Officer Senior Vice President, Finance and
and Director Chief Financial Officer
(principal financial officer)
/s/ PAUL N. CLARK /s/ THEODORE A. OLSON
- ---------------------------------------- ----------------------------------------
Paul N. Clark Theodore A. Olson
Executive Vice President Vice President and Controller
and Director (principal accounting officer)
/s/ ROBERT L. PARKINSON, JR.
- ----------------------------------------
Robert L. Parkinson, Jr.
Executive Vice President
and Director
II-4
/s/ K. FRANK AUSTEN, M.D. /s/ W. ANN REYNOLDS, PH.D.
- ---------------------------------------- ----------------------------------------
K. Frank Austen, M.D. W. Ann Reynolds, Ph.D.
Director Director
/s/ H. LAURANCE FULLER /s/ ROY S. ROBERTS
- ---------------------------------------- ----------------------------------------
H. Laurance Fuller Roy S. Roberts
Director Director
/s/ DAVID A. JONES /s/ WILLIAM D. SMITHBURG
- ---------------------------------------- ----------------------------------------
David A. Jones William D. Smithburg
Director Director
/s/ DAVID A. L. OWEN /s/ JOHN R. WALTER
- ---------------------------------------- ----------------------------------------
David A. L. Owen John R. Walter
Director Director
/s/ BOONE POWELL, JR. /s/ WILLIAM L. WEISS
- ---------------------------------------- ----------------------------------------
Boone Powell, Jr. William L. Weiss
Director Director
/s/ A. BARRY RAND
- ----------------------------------------
A. Barry Rand
Director
II-5
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ----------- --------------------------------------------------------------------------------------------------------
4.1 Indenture, dated as of October 1, 1993, between the Company and Harris Trust and Savings Bank (including
form of Security) (incorporated by reference to Exhibit 4.1 to the Registrant's Quarterly Report on
Form 10-Q for the Quarter ended September 30, 1993)
5.1 Opinion of Jose M. de Lasa
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Jose M. de Lasa (included in the opinion filed as Exhibit 5.1 to this Registration Statement)
24.1 Power of Attorney (included on signature page of this Registration Statement)
25.1 Statement of Eligibility of Harris Trust and Savings Bank on Form T-1
II-6
EXHIBIT 5.1
September 14, 1998
Abbott Laboratories
100 Abbott Park Road
Abbott Park, Illinois 60064-3500
Ladies and Gentlemen:
I am Senior Vice President, Secretary and General Counsel of Abbott
Laboratories, an Illinois corporation (the "Company"), and have advised the
Company in connection with the proposed sale of up to $750,000,000 principal
amount of the Company's debt securities (the "Debt Securities"). The Debt
Securities are to be issued under the Company's indenture, dated as of October
1, 1993 (the "Indenture"), to Harris Trust and Savings Bank ("Harris Trust"), as
trustee, with certain terms of the Debt Securities to be established by certain
officers of the Company who have been authorized by its Board of Directors to do
so, as part of the corporate action taken and to be taken (the "Corporate
Proceedings") relating to the issuance of the Debt Securities. I, or members of
my staff, have examined or are otherwise familiar with the Restated Articles of
Incorporation of the Company, as amended, the By-Laws of the Company, as
amended, the registration statement pursuant to which the Debt Securities are to
be registered under the Securities Act of 1933, the Corporate Proceedings and
such other documents, records and instruments as I have deemed necessary for the
purposes of this opinion.
Based on the foregoing, I am of the opinion that, assuming the proper
execution of it by all required signatories other than the Company, the
Indenture is a valid and binding instrument and that, upon the completion of the
Corporate Proceedings and the authentication, sale and delivery of the Debt
Securities, the Debt Securities shall be legal, valid and binding obligations of
the Company, entitled to the benefits of the Indenture, including such terms as
are established pursuant to the Corporate Proceedings, in accordance with the
respective terms thereof (subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium or other laws affecting
creditors' rights generally from time to time in effect and to general
principles of equity).
I hereby consent to the filing of this opinion as an Exhibit to the
Company's registration statement and to being named in the prospectus under the
caption "Legal Opinions" with respect to the matters stated therein.
Yours very truly,
/s/ JOSE M. DE LASA
--------------------------------------
Jose M. de Lasa
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountant, we hereby consent to the incorporation by
reference in this registration statement of our reports dated January 15, 1998
(except with respect to the matter discussed in Note 12, as to which the date is
February 13, 1998) included or incorporated by reference in Abbott Laboratories'
Form 10-K for the year ended December 31, 1997, and to all reference to our Firm
included in this registration statement.
Arthur Andersen LLP
Chicago, Illinois
September 14, 1998
EXHIBIT 25.1
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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)
---------
------------------------
HARRIS TRUST AND SAVINGS BANK
(Name of Trustee)
ILLINOIS 36-1194448
(State of Incorporation) (I.R.S. Employer Identification No.)
111 WEST MONROE STREET, CHICAGO, ILLINOIS 60603
(Address of principal executive offices)
CAROLYN POTTER, HARRIS TRUST AND SAVINGS BANK,
311 WEST MONROE STREET, CHICAGO, ILLINOIS, 60606
312-461-2531 PHONE 312-461-3525 FACSIMILE
(Name, address and telephone number for agent for service)
------------------------
ABBOTT LABORATORIES
(Name of obligor)
ILLINOIS 36-0698440
(State of Incorporation) (I.R.S. Employer Identification No.)
100 ABBOTT PARK ROAD
ABBOTT PARK, ILLINOIS 60064-3500
(Address of principal executive offices)
DEBT SECURITIES
(Title of indenture securities)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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.
Commissioner of Banks and Trust Companies, State of Illinois,
Springfield, Illinois; Chicago Clearing House Association, 164 West
Jackson Boulevard, Chicago, Illinois; 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.
Harris Trust and Savings Bank is authorized to exercise corporate
trust powers.
2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the Trustee,
describe each such affiliation.
The Obligor is not an affiliate of the Trustee.
3. thru 15.
NO RESPONSE NECESSARY
16. LIST OF EXHIBITS.
1. A copy of the articles of association of the Trustee is now in effect
which includes the authority of the trustee to commence business and to
exercise corporate trust powers.
A copy of the Certificate of Merger dated April 1, 1972 between
Harris Trust and Savings Bank, HTS Bank and Harris Bankcorp, Inc.
which constitutes the articles of association of the Trustee as now
in effect and includes the authority of the Trustee to commence
business and to exercise corporate trust powers was filed in
connection with the Registration Statement of Louisville Gas and
Electric Company, File No. 2-44295, and is incorporated herein by
reference.
2. A copy of the existing by-laws of the Trustee.
A copy of the existing by-laws of the Trustee was filed in connection
with the Registration Statement of Commercial Federal Corporation,
File No. 333-20711, and is incorporated herein by reference.
3. The consents of the Trustee required by Section 321(b) of the Act.
(included as Exhibit A on page 2 of this statement)
4. A copy of the latest report of condition of the Trustee published
pursuant to law or the requirements of its supervising or examining
authority.
(included as Exhibit B on page 3 of this statement)
1
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, HARRIS TRUST AND SAVINGS BANK, a corporation organized and existing
under the laws of the State of Illinois, 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 3rd day of
September, 1998.
HARRIS TRUST AND SAVINGS BANK
By: /s/ C. POTTER
------------------------------------
C. Potter
Assistant Vice President
EXHIBIT A
The consents of the trustee required by Section 321(b) of the Act.
Harris Trust and Savings Bank, as the Trustee herein named, hereby consents
that reports of examinations of said trustee by Federal and State authorities
may be furnished by such authorities to the Securities and Exchange Commission
upon request therefor.
HARRIS TRUST AND SAVINGS BANK
By: /s/ C. POTTER
------------------------------------
C. Potter
Assistant Vice President
2
EXHIBIT B
Attached is a true and correct copy of the statement of condition of Harris
Trust and Savings Bank as of March 31, 1998, as published in accordance with a
call made by the State Banking Authority and by the Federal Reserve Bank of the
Seventh Reserve District.
[HARRIS BANK LOGO]
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603
of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of
business on March 31, 1998, a state banking institution organized and operating
under the banking laws of this State and a member of the Federal Reserve System.
Published in accordance with a call made by the Commissioner of Banks and Trust
Companies of the State of Illinois and by the Federal Reserve Bank of this
District.
Bank's Transit Number 71000288
THOUSANDS OF DOLLARS
-----------------------------
ASSETS
Cash and balances due from depository institutions:
Non-interest bearing balances and currency and coin............................. $ 1,039,854
Interest bearing balances....................................................... $ 290,921
Securities:.......................................................................
a. Held-to-maturity securities $ 0
b. Available-for-sale securities $ 4,266,201
Federal funds sold and securities purchased under agreements to resell $ 82,000
Loans and lease financing receivables:
Loans and leases, net of unearned income........................................ $ 8,726,578
LESS: Allowance for loan and lease losses....................................... $ 101,318
-------------
Loans and leases, net of unearned income, allowance, and reserve (item 4.a minus
4.b).......................................................................... $ 8,625,260
Assets held in trading accounts................................................... $ 120,674
Premises and fixed assets (including capitalized leases).......................... $ 219,475
Other real estate owned........................................................... $ 699
Investments in unconsolidated subsidiaries and associated companies............... $ 120
Customer's liability to this bank on acceptances outstanding...................... $ 46,688
Intangible assets................................................................. $ 266,411
Other assets...................................................................... $ 773,386
--------------
TOTAL ASSETS...................................................................... $ 15,731,689
--------------
--------------
3
LIABILITIES
Deposits:
In domestic offices............................................. $ 8,270,648
Non-interest bearing.......................................... $2,684,862
Interest bearing.............................................. $5,585,786
In foreign offices, Edge and Agreement subsidiaries, and
IBF's......................................................... $ 1,307,928
Non-interest bearing.......................................... $ 23,432
Interest bearing.............................................. $ 1,284,496
Federal funds purchased and securities sold under agreements to
repurchase in domestic offices of the bank and of its Edge and
Agreement subsidiaries, and in IBF's:
Federal funds purchased & securities sold under agreements to
repurchase...................................................... $ 3,599,510
Trading Liabilities 74,487
Other borrowed money:.............................................
a. With remaining maturity of one year or less $ 471,692
b. With remaining maturity of more than one year $ 0
Bank's liability on acceptances executed and outstanding.......... $ 46,688
Subordinated notes and debentures................................. $ 325,000
Other liabilities................................................. $ 386,442
-----------
TOTAL LIABILITIES $14,482,395
-----------
-----------
EQUITY CAPITAL
Common stock...................................................... $ 100,000
Surplus........................................................... $ 601,026
a. Undivided profits and capital reserves......................... $ 545,185
b. Net unrealized holding gains (losses) on available-for-sale
securities $ 2,802
-----------
TOTAL EQUITY CAPITAL $ 1,249,294
-----------
-----------
Total liabilities, limited-life preferred stock, and equity
capital......................................................... $15,731,689
-----------
-----------
I, Pamela Piarowski, Vice President of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve System and
is true to the best of my knowledge and belief.
PAMELA PIAROWSKI
1/30/98
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and, to the best of our
knowledge and belief, has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and the
Commissioner of Banks and Trust Companies of the State of Illinois and is true
and correct.
EDWARD W. LYMAN,
ALAN G. McNALLY,
RICHARD E. TERRY
Directors.
4
