Bond Avery Dennison Corp 6% ( US053611AB56 ) in USD

Avery Dennison Corp

101.381 % ⇌

United States

US053611AB56 ( in USD )

6% per year ( payment 2 times a year)

14/01/2033

Prospectus brochure of the bond Avery Dennison Corp US053611AB56 en USD 6%, maturity 14/01/2033

1 000 USD

150 000 000 USD

053611AB5

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

15/07/2024 ( In 79 days )

The Bond issued by Avery Dennison Corp ( United States ) , in USD, with the ISIN code US053611AB56, pays a coupon of 6% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/01/2033

The Bond issued by Avery Dennison Corp ( United States ) , in USD, with the ISIN code US053611AB56, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Avery Dennison Corp ( United States ) , in USD, with the ISIN code US053611AB56, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

e424b5
424B5 1 a86915ae424b5.htm 424B5
Table of Contents
This filing is made pursuant to Rule 424(b)(5) under the Securities Act of 1933 in connection with Registration No.
333-64558
Prospectus Supplement to Prospectus dated July 12, 2001.
$400,000,000
$250,000,000 4.875% Notes due 2013
$150,000,000 6.000% Notes due 2033
We are offering $250,000,000 aggregate principal amount of 4.875% Notes due 2013 and $150,000,000 aggregate
principal amount of 6.000% Notes due 2033. We will pay interest on the notes on January 15 and July 15 of each year. The
first such payment will be made on July 15, 2003. The 4.875% Notes due 2013 will mature on January 15, 2013 and the
6.000% Notes due 2033 will mature on January 15, 2033. The notes will be issued only in denominations of $1,000 and
integral multiples of $1,000. We may redeem some or all of the notes in whole or in part at any time at the redemption
prices set forth in this prospectus supplement.
The notes are unsecured and unsubordinated debt securities. We do not intend to list the notes on any national
securities exchange.
See "Risk Factors" beginning on page S-4 to read factors you should consider before buying the notes.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved
of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary
is a criminal offense.

Per Note
Per Note
Due 2013
Total
Due 2033
Total
Initial public offering price
99.485%
$248,712,500 99.449%
$149,173,500
Underwriting discount

0.650%
$
1,625,000
0.875%
$
1,312,500
Proceeds, before expenses, to

us
98.835%
$247,087,500
98.574%
$147,861,000
The initial public offering price set forth above does not include accrued interest, if any. Interest on the notes will
accrue from January 17, 2003 and must be paid by the purchaser if the notes are delivered after January 17, 2003.
The underwriters expect to deliver the notes through the facilities of The Depository Trust Company against payment
in New York, New York on January 17, 2003.
file:///Q|/Internet Temp/OK/156164.htm (1 of 44) [1/23/2003 11:24:39 AM]

e424b5
Joint Book-Running Managers
Goldman, Sachs & Co.
Salomon Smith Barney
Banc of America Securities LLC
JPMorgan
Wachovia Securities
Prospectus Supplement dated January 14, 2003.
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
IMPORTANT NOTICE ABOUT THE INFORMATION IN THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
SUMMARY INFORMATION
AVERY DENNISON CORPORATION
THE OFFERING
Certain Common Terms of the Notes
SELECTED FINANCIAL INFORMATION
RISK FACTORS
USE OF PROCEEDS
SUMMARY PRO FORMA CAPITALIZATION
RATIO OF EARNINGS TO FIXED CHARGES
DESCRIPTION OF THE NOTES
UNDERWRITING
LEGAL MATTERS
EXPERTS
ABOUT THIS PROSPECTUS
WHERE YOU CAN FIND MORE INFORMATION
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
FORWARD-LOOKING STATEMENTS
AVERY DENNISON CORPORATION
RATIO OF EARNINGS TO FIXED CHARGES
USE OF PROCEEDS
DESCRIPTION OF SECURITIES
DESCRIPTION OF DEBT SECURITIES
DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK
DESCRIPTION OF DEPOSITARY SHARES
DESCRIPTION OF WARRANTS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
file:///Q|/Internet Temp/OK/156164.htm (2 of 44) [1/23/2003 11:24:39 AM]

e424b5
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus and the documents they incorporate by reference
contain statements that are not historical fact and constitute "forward-looking statements." Words such as "believes,"
"expects," "anticipates," "intends," "plans," "estimates," "may," "should" or similar expressions which refer to future
events and trends, identify forward-looking statements that involve risks, uncertainties and assumptions. Our future results
may differ materially from those expressed in these forward-looking statements. Forward-looking information may relate
to such matters as sales, unit volume, income, margins, earnings per share, return on equity, return on total capital,
economic value added, capital expenditures, dividends, cash flow, debt to capital ratios, growth rates, future economic
performance and trends, short- and long-term plans (including financing, operating and strategic plans) and objectives for
future operations as well as assumptions, expectations, projections and estimates relating to any of the forward-looking
information.
You are cautioned not to rely unduly on any forward-looking statements. Cautionary statements setting forth
important factors that could cause actual results to differ materially from our forward-looking statements are discussed in
more detail in our Annual Report on Form 10-K for the year ended December 29, 2001, as amended, our Quarterly Report
on Form 10-Q for the nine-month period ended September 28, 2002, as amended, our Current Report on Form 8-K filed on
June 3, 2002 and other documents on file with the Securities and Exchange Commission and under "Risk Factors" in this
prospectus supplement.
IMPORTANT NOTICE ABOUT THE INFORMATION IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the
notes we are offering. The second part, the base prospectus, gives more general information, some of which may not apply
to the notes we are offering.
If the description of the notes varies between this prospectus supplement and the accompanying base
prospectus, you should rely on the information in this prospectus supplement.
i
Table of Contents
SUMMARY INFORMATION
The following information supplements, and should be read together with, the information contained in the
accompanying prospectus. This summary highlights selected information from this prospectus supplement and the
accompanying prospectus to help you understand the 4.875% Notes due 2013 and 6.000% Notes due 2033. In this
prospectus supplement, we refer to the 4.875% Notes due 2013 as the "Notes due 2013" and the 6.000% Notes due 2033
as the "Notes due 2033," and the Notes due 2013 and the Notes due 2033 are collectively referred to as the "notes." You
should carefully read this prospectus supplement and the accompanying prospectus, as well as the documents they
incorporate by reference, to understand fully the terms of the notes and other considerations that are important to you in
making a decision about whether to invest in the notes. Unless we state otherwise or the context otherwise requires,
references appearing in this prospectus supplement to "we," "us" and "our" should be read to refer to Avery Dennison
Corporation and its subsidiaries.
AVERY DENNISON CORPORATION
file:///Q|/Internet Temp/OK/156164.htm (3 of 44) [1/23/2003 11:24:39 AM]

e424b5
We are a global leader in pressure-sensitive technology and innovative self-adhesive solutions for consumer and
converted products. Some of these materials are "converted" into labels and other products through embossing, printing,
stamping and die-cutting, and some are sold in unconverted form as base materials, tapes and reflective sheeting. We also
manufacture and sell a variety of consumer and converted products and other items not involving pressure-sensitive
components, such as notebooks, three-ring binders, organizing systems, markers, fasteners, business forms, reflective
highway safety products, tickets, tags and imprinting equipment. Our total sales in 2001 were approximately $3.8 billion.
We manufacture and sell these products from approximately 200 manufacturing facilities and sales offices located in
over 40 countries, and employ approximately 19,200 persons worldwide. International operations, principally in Western
Europe, constitute a significant portion of our business. In addition, we have expanded our operations in Asia Pacific and
Latin America.
Our principal executive offices are located at 150 North Orange Grove Boulevard, Pasadena, California 91103 and
our telephone number is (626) 304-2000.
S-1
Table of Contents
THE OFFERING
Notes Due 2013

Amount of Notes Offered
$250,000,000 in principal amount of 4.875% Notes due 2013

Maturity
January 15, 2013

Interest Rate
4.875% per annum, accruing from January 17, 2003
Notes Due 2033

Amount of Notes Offered
$150,000,000 in principal amount of 6.000% Notes due 2033

Maturity
January 15, 2033

Interest Rate
6.000% per annum, accruing from January 17, 2003
Certain Common Terms of the Notes

Interest Payment Dates
January 15 and July 15, beginning July 15, 2003

Ranking
The notes are unsecured and unsubordinated obligations. The notes will rank senior to
all of our existing and future indebtedness that is subordinated to the notes and equally
with all of our other existing and future unsecured unsubordinated indebtedness. The
notes will be effectively subordinated to all liabilities of our subsidiaries. As of
September 28, 2002, our subsidiaries had approximately $270 million of indebtedness
outstanding, in addition to other liabilities. The notes permit us and our subsidiaries to
incur additional debt.

file:///Q|/Internet Temp/OK/156164.htm (4 of 44) [1/23/2003 11:24:39 AM]

e424b5
Optional Redemption
We may redeem all or a portion of the notes at any time at the redemption prices
described in this prospectus supplement plus accrued interest to the date of redemption.

Covenants
We will be subject to covenants that restrict our ability to (a) issue, incur or guarantee
certain debt for borrowed money secured by a lien, subject to certain exceptions, (b) to
enter into certain sale and leaseback transactions, and (c) to make certain payments on
our capital stock in the event of a payment default under the notes, as described under
the heading "Description of the Notes -- Covenants" in this prospectus supplement.
The notes will not contain any other financial or similar restrictive covenants.

Use of Proceeds
We estimate that the net proceeds from this offering will be approximately
$394 million. We intend to use the net proceeds of the offering to reduce short-term
debt and repay commercial paper classified as long-term debt.
S-2
Table of Contents
SELECTED FINANCIAL INFORMATION
The following selected financial information for the fiscal years ended 1999, 2000 and 2001 and for the nine-month
periods ended September 29, 2001 and September 28, 2002 are derived from our consolidated financial statements. The
selected financial information for the nine-month period ended September 28, 2002 is not necessarily indicative of results
for the entire year. The selected financial information set forth below should be read in conjunction with the detailed
information, consolidated financial statements and related notes and applicable management's discussion and analysis
included in the 2001 Annual Report on Form 10-K, as amended, and our third quarter 2002 Quarterly Report on
Form 10-Q, as amended, which are incorporated herein by reference.

For the Nine
Months Ended
Fiscal Year Ended
Sept. 28, 2002
Sept. 29, 2001
2001
2000
1999
(Dollars in millions)
Income Statement:

Net sales

$3,101.6

$2,890.7

$3,803.3

$3,893.5

$3,768.2
Gross profit

1,008.6

943.6
1,240.2
1,332.2
1,281.4
Marketing, general and

administrative expense
676.6
627.2
830.5
851.3
842.6
Other (income) expense (net)

15.2

--

(0.3)

--

65.0
Interest expense

30.7

39.7

50.2

54.6

43.4
Income before taxes and
accounting change

286.1

276.7

359.8

426.3

330.4
Taxes on income

84.4

91.4

116.4

142.8

115.0
Net income

201.7

185.1

243.2

283.5

215.4
Net income per common share

2.05

1.89

2.49

2.88

2.17
Net income per common share
assuming dilution

2.03

1.88

2.47

2.84

2.13
Balance Sheet (end of period):

Total assets

3,302.1

2,855.1
2,809.4
2,699.1
2,592.5
Long-term debt

768.7

701.7

626.7

772.9

617.5
Total debt

1,037.6

889.6

849.7

827.2

685.7
Shareholders' equity

1,020.2

930.3

929.4

828.1

809.9
Other information:

Number of employees

19,200

17,600

17,300

17,900

17,400
Research and development expense
$
53.4

$
51.9

$
69.9

$
67.8

$
64.3
file:///Q|/Internet Temp/OK/156164.htm (5 of 44) [1/23/2003 11:24:39 AM]

e424b5
Total debt as a percent of total

capital
50.4%
48.9%
47.8%
50.0%
45.8%
The Company adopted SFAS 142, "Goodwill and Other Intangible Assets," effective at the beginning of fiscal 2002
and as a result, ceased amortization of goodwill as of that date. Had the Company accounted for its goodwill under
SFAS 142 for all periods presented, the Company's net income and earnings per share would have been as follows:

For the Nine
Months Ended
Fiscal Year Ended
Sept. 28, 2002
Sept. 29, 2001
2001
2000
1999
(Dollars in millions)
Reported net income

201.7

185.1
243.2 283.5 215.4
Goodwill amortization, net of tax

--

10.4

13.6
13.1
10.2

Adjusted net income

201.7

195.5
257.0 296.6 225.6

Basic earnings per share:

As reported

2.05

1.89

2.49
2.88
2.17
Goodwill amortization

--

0.11

0.14
0.13
0.10

Adjusted basic earnings per share

2.05

2.00

2.63
3.01
2.27

Diluted earnings per share:

As reported

2.03

1.88

2.47
2.84
2.13
Goodwill amortization

--

0.10

0.14
0.13
0.10

Adjusted diluted earnings per share
2.03

1.98

2.61
2.97
2.23

S-3
Table of Contents
RISK FACTORS
You should carefully consider the risks described below together with the other information contained and
incorporated by reference into this prospectus supplement and the accompanying prospectus before investing in the notes.
Operating results are strongly influenced by general economic conditions and growth (or contraction) of the
principal economies where we operate.
All economies in which we operate, including the United States, Canada, Europe, Latin America and the Asia-Pacific
region, are cyclical and the rates of growth (or contraction) can vary substantially. Our international operations are
strongly influenced by changes in the political, economic, tax and regulatory environment (including tariffs) in the
countries in which we conduct our operations.
We are exposed to the impact of interest rate and foreign currency exchange rate changes.
At September 28, 2002, our variable rate borrowings approximated $635 million, and approximately 40% of our sales
were generated by operating entities whose functional currency was other than the United States dollar, which fluctuate in
relation to one another and to the United States dollar. Fluctuations in interest rates can increase borrowing costs and
fluctuations in currencies can cause transaction, translation and other losses.
Our results of operations could be adversely affected by fluctuations in availability and cost of raw materials
and labor.
file:///Q|/Internet Temp/OK/156164.htm (6 of 44) [1/23/2003 11:24:39 AM]

e424b5
As a manufacturer, our sales and profitability are dependent upon availability and cost of raw materials, which are
subject to price fluctuations, and the ability to control or pass on costs of raw materials and labor. Inflationary and other
increases in the costs of raw materials and labor have occurred in the past and are expected to recur, and our performance
depends in part on our ability to reflect changes in costs in selling prices for our products, our productivity, and the success
of our higher margin businesses. Past performance may or may not be replicable in the future.
Our sales and profitability are susceptible to fluctuations resulting from relationships with, and the financial
and operating conditions of, our customers.
Our customers are widely diversified, but in certain portions of our business, industry concentration has increased the
importance and decreased the number of significant customers. In particular, sales of our consumer products in the United
States are concentrated in a few major customers, principally discount office product superstores, mass merchandisers and
distributors. These developments, including increased credit risks and the possibility of related bad debt write-offs,
increase pressures on our margins and profits.
Our success is dependent on our ability to develop and successfully introduce new products and to acquire and
retain intellectual property rights.
A significant portion of our revenues in each of our recent fiscal years has been represented by sales of products
introduced within five years prior to the period in question. Our ability to develop and successfully market new products
and to develop, acquire and retain necessary intellectual property rights is therefore essential to our continued success,
which ability cannot be assured.
Numerous other factors over which we may have limited or no control may affect our performance and
profitability.
Other factors that may influence our earnings include: changes in business mix; successful integration of new
acquisitions; rates of growth and profitability influenced by customer or
S-4
Table of Contents
supplier business reorganizations or combinations; loss of significant contracts or customers; risks and uncertainties
relating to investment in development activities and new production facilities; timely development and successful market
acceptance of new products; impact of competitive products and pricing; developments concerning or claims by or against
us relating to intellectual property rights and intellectual property licenses; disruptions in transportation networks;
dependability of utilities; impact of computer viruses; the ability and willingness of purchasers to substitute other products
for the products that we manufacture or distribute; financial condition and inventory strategies of customers and suppliers;
credit risks; changes in customer order patterns; increased competition; pricing, purchasing, financing and promotional
decisions by intermediaries in the distribution channels which could affect orders or end-user demand for our products;
legal and administrative cases and proceedings (whether civil, such as environment and product related, or criminal),
settlements, judgments and investigations, claims, and changes in those items; adoption of new or change in accounting
policies and practices and the application of such policies and practices; and acts of war, terrorism, weather and other
natural disasters.
S-5
Table of Contents
USE OF PROCEEDS
file:///Q|/Internet Temp/OK/156164.htm (7 of 44) [1/23/2003 11:24:39 AM]

e424b5
We estimate that we will receive net proceeds from the offering of approximately $394 million. We intend to use the
net proceeds of the offering to reduce short-term debt, including commercial paper and callable commercial notes. The
commercial paper outstanding typically has maturities of one week or less and borrowing costs of the Fed Funds rate plus
approximately 10-20 basis points. The callable commercial notes mature in December 2003, but are callable monthly
beginning in March, 2003, and have a borrowing cost of LIBOR plus 110 basis points. Some of this debt was incurred to
finance acquisitions, and the balance for general corporate purposes.
SUMMARY PRO FORMA CAPITALIZATION
The following table sets forth our unaudited consolidated capitalization as of September 28, 2002 on a historical
basis, pro forma basis and pro forma as adjusted basis. The unaudited consolidated capitalization on a pro forma basis
gives effect to indebtedness incurred in connection with our acquisitions of RVL Packaging Inc. and L&E Packaging
completed on November 5, 2002. The pro forma as adjusted data also reflects the offering of the notes and the application
of the net proceeds to the repayment of outstanding indebtedness, including the indebtedness incurred to finance the
acquisitions. You should read this table in conjunction with our unaudited consolidated financial statements and the related
notes contained in our Quarterly Report on Form 10-Q for the periods ended September 28, 2002, as amended.

As of September 28, 2002
Pro Forma
Actual
Pro Forma
As Adjusted(1)
(In millions)
Short-term debt and current portion of long-term
debt

$ 268.9
$ 268.9

$ 118.9
Acquisition debt

--
178.0

--
Long-term debt(2)

768.7
768.7

1,102.7
Other long-term obligation(3)

81.1
81.1

81.1
Total shareholders' equity

1,020.2
1,020.2

1,020.2

Total capitalization

$2,138.9
$2,316.9

$2,322.9

(1) Proceeds from this offering, net of estimated expenses and discounts (approximately $6 million), will be used to
reduce commercial paper and callable commercial notes borrowings.

(2) Includes $66 million of commercial paper classified as long-term debt that will be paid from the net proceeds of this
offering.

(3) Obligation assumed in connection with our transaction with Steinbeis Holding GmbH in the first quarter of 1999
which we intend to pay in full in 2004.
S-6
Table of Contents
RATIO OF EARNINGS TO FIXED CHARGES
Our ratios of earnings to fixed charges are as follows for the periods indicated:

Fiscal Year Ended
Nine Months Ended
September 28, 2002
2001
2000
1999
1998
1997
Ratio of earnings to fixed charges

6.8

5.7
6.7
6.3
7.4
7.3
We have computed the ratio of earnings to fixed charges by dividing earnings by fixed charges. For this purpose,
file:///Q|/Internet Temp/OK/156164.htm (8 of 44) [1/23/2003 11:24:39 AM]

e424b5
"earnings" consist of income before taxes plus fixed charges (excluding capitalized interest), and "fixed charges" consist
of interest expense, capitalized interest, amortization of debt issuance costs and the portion of rent expense (estimated to be
35%) on operating leases deemed representative of interest.
S-7
Table of Contents
DESCRIPTION OF THE NOTES
The notes offered by this prospectus supplement will be issued under an indenture dated as of July 3, 2001, between
us and J. P. Morgan Trust Company, National Association (successor to Chase Manhattan Bank and Trust Company,
National Association) as trustee. We have summarized selected provisions of the notes and the indenture below. This
summary supplements and, to the extent inconsistent with, supersedes and replaces the description of the general terms and
provisions of the debt securities under the caption "Description of Debt Securities" in the accompanying prospectus. In this
section, "we" or "us" refers to Avery Dennison Corporation and not to its subsidiaries. Each series of notes is being sold
separately and not as a unit.
General
The Notes due 2013 will initially be limited to $250,000,000 aggregate principal amount. The Notes due 2013 will
mature on January 15, 2013 and will bear interest at a rate of 4.875% per year. The Notes due 2033 will initially be limited
to $150,000,000 aggregate principal amount. The Notes due 2033 will mature on January 15, 2033 and will bear interest at
a rate of 6.000% per year. The Notes due 2013 and the Notes due 2033 will each constitute a separate series of debt
securities under the indenture.
Interest on each series of notes will accrue from January 17, 2003, or from the most recent interest payment date to
which interest has been paid or duly provided for. We will pay interest on the notes semi-annually in arrears on January 15
and July 15 of each year, commencing July 15, 2003 to the person in whose name a note is registered at the close of
business on January 1 or July 1, as the case may be, immediately preceding the interest payment date. Interest on the notes
will be computed on the basis of a 360-day year consisting of twelve 30-day months.
We may, from time to time, without the consent of the holders of the notes, issue additional notes having the same
ranking, interest rate, maturity and other terms as the notes we offer by this prospectus supplement. Any additional notes
having such similar terms together with the applicable notes will constitute a single series of debt securities under the
indenture. We may also issue other notes and incur other indebtedness.
If any interest payment date or maturity or redemption date falls on a day that is not a business day at any place of
payment, then the payment will be made on the next business day at that place of payment without additional interest and
with the same effect as if it were made on the originally scheduled date.
The notes will be issued only in fully registered form without coupons, in denominations of $1,000 and integral
multiples of $1,000. The notes initially will be issued in book-entry form and represented by one or more global notes
deposited with, or on behalf of, The Depository Trust Company and registered in the name of Cede & Co., its nominee.
This means that you will not be entitled to receive a certificate for the notes that you purchase except under the limited
circumstances described below under "Book-Entry, Delivery and Form."
The notes will be our unsecured and unsubordinated obligations and will rank on a parity in right of payment with all
of our other unsecured and unsubordinated indebtedness. However, the notes are our obligations exclusively, and are not
the obligations of any of our subsidiaries. The notes will be effectively subordinated to all liabilities of our subsidiaries. As
of September 28, 2002, our subsidiaries had approximately $270 million of indebtedness outstanding, in addition to other
liabilities. The notes permit us and our subsidiaries to incur additional debt.
We will be entitled to redeem the notes at our option as described below under "Optional Redemption." The notes
file:///Q|/Internet Temp/OK/156164.htm (9 of 44) [1/23/2003 11:24:39 AM]

e424b5
will not be subject to a sinking fund. You will not be permitted to require us to redeem or repurchase the notes at your
option.
S-8
Table of Contents
Optional Redemption
We may redeem the Notes due 2013, in whole or in part, at our option at any time or from time to time. The
redemption price for the notes to be redeemed on any redemption date will be equal to the greater of the following
amounts:

· 100% of the principal amount of the notes being redeemed on the redemption date; or

· the sum of the present values of the remaining scheduled payments of principal and interest on the notes being
redeemed on that redemption date (not including any portion of any interest payments accrued to the redemption
date) discounted to the redemption date on a semi-annual basis at the Treasury Rate (as defined below), as
determined by the Quotation Agent (as defined below), plus 12.5 basis points;
plus, in each case, accrued and unpaid interest on the notes to the redemption date. Notwithstanding the foregoing,
installments of interest on notes that are due and payable on interest payment dates falling on or prior to a redemption date
will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date
according to the notes and the indenture. The redemption price will be calculated on the basis of a 360-day year consisting
of twelve 30-day months.
We may redeem the Notes due 2033, in whole or in part, at our option at any time or from time to time. The
redemption price for the notes to be redeemed on any redemption date will be equal to the greater of the following
amounts:

· 100% of the principal amount of the notes being redeemed on the redemption date; or

· the sum of the present values of the remaining scheduled payments of principal and interest on the notes being
redeemed on that redemption date (not including any portion of any interest payments accrued to the redemption
date) discounted to the redemption date on a semi-annual basis at the Treasury Rate (as defined below), as
determined by the Quotation Agent (as defined below), plus 15 basis points;
plus, in each case, accrued and unpaid interest on the notes to the redemption date. Notwithstanding the foregoing,
installments of interest on notes that are due and payable on interest payment dates falling on or prior to a redemption date
will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date
according to the notes and the indenture. The redemption price will be calculated on the basis of a 360-day year consisting
of twelve 30-day months.
We will mail notice of any redemption at least 30 days but not more than 60 days before the redemption date to each
registered holder of the notes to be redeemed. Once notice of redemption is mailed, the notes called for redemption will
become due and payable on the redemption date and at the applicable redemption price, plus accrued and unpaid interest to
the redemption date.
Unless we default in the payment of the redemption price and accrued interest, on and after the redemption date,
interest will cease to accrue on the notes or any portion of the notes called for redemption.
"Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a
maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity
to the remaining term of the notes.
file:///Q|/Internet Temp/OK/156164.htm (10 of 44) [1/23/2003 11:24:40 AM]

Document Outline

Local Disk
- #1">e424b5