Bond Bed Bath & Beyond Inc 5.165% ( US075896AC47 ) in USD

Bed Bath & Beyond Inc

1.04 % ▼

United States

US075896AC47 ( in USD )

5.165% per year ( payment 2 times a year) - Bond is in default, payments are suspended

31/07/2044

Prospectus brochure of the bond Bed Bath & Beyond Inc US075896AC47 en USD 5.165%, maturity 31/07/2044

075896AC4

01/08/2025 ( In 173 days )

Bed Bath & Beyond Inc. is a home goods retailer that operates a chain of stores across the United States, Canada, and Mexico, offering a wide range of products including bedding, bath items, kitchenware, and home décor.

The Bond issued by Bed Bath & Beyond Inc ( United States ) , in USD, with the ISIN code US075896AC47, pays a coupon of 5.165% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/07/2044

http://www.sec.gov/Archives/edgar/data/886158/000157104914003021/...
424B2 1 t1401298-424b2.htm FINAL PROSPECTUS SUPPLEMENT
TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-197267
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Maximum
Maximum
Amount of
Amount to Be
Offering Price
Aggregate
Registration
Title of Each Class of Securities to Be Registered
Registered
Per Unit
Offering Price
Fee(1)
3.749% Senior Notes due 2024
$
300,000,000
99.999%
$
299,997,000
$ 38,640
4.915% Senior Notes due 2034
$
300,000,000
99.998%
$
299,994,000
$ 38,640
5.165% Senior Notes due 2044
$
900,000,000
99.997%
$
899,973,000
$ 115,917
Total
$ 1,500,000,000
--
$ 1,499,964,000
$ 193,197

(1)
The registration fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
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PROSPECTUS SUPPLEMENT
(To prospectus dated July 7, 2014)

$300,000,000 3.749% Senior Notes due 2024
$300,000,000 4.915% Senior Notes due 2034
$900,000,000 5.165% Senior Notes due 2044

We are offering $300,000,000 aggregate principal amount of 3.749% senior notes due 2024 (the "2024 notes"), $300,000,000 aggregate principal amount of
4.915% senior notes due 2034 (the "the 2034 notes") and $900,000,000 aggregate principal amount of 5.165% senior notes due 2044 (the "2044 notes" and, together
with the 2024 notes and the 2034 notes, the "notes"). We will pay interest on the notes on February 1 and August 1 of each year, beginning February 1, 2015. The
2024 notes will mature on August 1, 2024, the 2034 notes will mature on August 1, 2034 and the 2044 notes will mature on August 1, 2044. We may redeem some or
all of the notes at any time in whole, or from time to time, in part, at the applicable redemption prices described in this prospectus supplement under the heading
"Description of Notes -- Optional Redemption." If a change of control triggering event as described in this prospectus supplement under the heading "Description of
Notes -- Offer to Purchase upon Change of Control Triggering Event" occurs, we may be required to offer to purchase the notes from the holders.
The notes are new issues of securities with no established trading market. We do not intend to apply for listing of the notes on any securities exchange or for
quotation of the notes on any automated dealer quotation system.
The notes will be general unsecured senior obligations and rank equally with our future unsecured senior indebtedness. The notes will be issued only in registered
form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Investing in the notes involves risks that are described in the "Risk Factors" section beginning on page S-5 of this
prospectus supplement and similar sections in our filings with the Securities and Exchange Commission that are
incorporated or deemed incorporated by reference herein.

Per
Per
Per
2024 note
Total
2034 note
Total
2044 note
Total
Public offering price(1)
99.999%
$ 299,997,000
99.998%
$ 299,994,000
99.997%
$ 899,973,000
Underwriting discount
0.450%
$
1,350,000
0.750%
$
2,250,000
0.750%
$
6,750,000
Proceeds, before expenses, to us(1)
99.549%
$ 298,647,000
99.248%
$ 297,744,000
99.247%
$ 893,223,000

(1)
Plus accrued interest, if any, from July 17, 2014, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants,
including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, on or about July 17, 2014.

Joint Book-Running Managers

J.P. Morgan
Morgan Stanley
Wells Fargo Securities
Senior Co-Manager
Goldman, Sachs & Co.
Co-Managers

RBC Capital Markets
Santander
The date of this prospectus supplement is July 14, 2014
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NEITHER WE NOR THE UNDERWRITERS HAVE AUTHORIZED ANYONE TO PROVIDE ANY DIFFERENT OR
ADDITIONAL INFORMATION OTHER THAN THAT CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS OR IN ANY FREE WRITING PROSPECTUS
PREPARED BY OR ON BEHALF OF US OR TO WHICH WE HAVE REFERRED YOU. WE AND THE UNDERWRITERS
TAKE NO RESPONSIBILITY FOR, AND CAN PROVIDE NO ASSURANCE AS TO THE RELIABILITY OF, ANY OTHER
INFORMATION THAT OTHERS MAY GIVE YOU. WE ARE NOT, AND THE UNDERWRITERS ARE NOT, MAKING AN
OFFER TO SELL THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER AND SALE IS NOT PERMITTED.
YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT, THE ACCOMPANYING
PROSPECTUS, ANY FREE WRITING PROSPECTUS OR ANY DOCUMENT INCORPORATED BY REFERENCE IS
ACCURATE AS OF ANY DATE OTHER THAN THEIR RESPECTIVE DATES. OUR BUSINESS, FINANCIAL CONDITION,
RESULTS OF OPERATIONS OR PROSPECTS MAY HAVE CHANGED SINCE THOSE DATES.
TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement
S-ii
How to Obtain More Information
S-ii
Incorporation by Reference
S-iii
Forward-Looking Statements
S-iii
Prospectus Supplement Summary
S-1
The Offering
S-3
Risk Factors
S-5
Use of Proceeds
S-8
Capitalization
S-9
Ratio of Earnings to Fixed Charges
S-10
Description of Other Indebtedness
S-11
Description of Notes
S-12
Material U.S. Federal Income Tax Consequences
S-28
Underwriting
S-33
Legal Matters
S-37
Experts
S-37
Prospectus

Page
About This Prospectus
ii
Prospectus Summary
1
Risk Factors
3
Forward-Looking Statements
4
Use of Proceeds
6
Ratio of Earnings to Fixed Charges
7
Description of Debt Securities
8
Description of Capital Stock
11
Description of Warrants
13
Description of Rights
16
Description of Depositary Shares
17
Description of Units
18
Plan of Distribution
19
Legal Matters
21
Experts
21
How to Obtain More Information
22
Incorporation by Reference
23
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ABOUT THIS PROSPECTUS SUPPLEMENT
As used in this prospectus supplement, unless otherwise specified or where it is clear from the context that the term only
means issuer, the terms "Bed Bath & Beyond," "we," "us" and "our" refer to Bed Bath & Beyond Inc. and its consolidated
subsidiaries.
This document is in two parts. The first part is this prospectus supplement, which adds to and updates information contained
in the accompanying prospectus, and describes our senior debt securities offering. The second part is the accompanying
prospectus, dated July 7, 2014, which provides more general information, some of which may not apply to this offering. Generally,
when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict
between the information contained in this prospectus supplement and the information contained in the accompanying prospectus,
you should rely on the information in this prospectus supplement.
Before purchasing any securities, you should carefully read both this prospectus supplement and the accompanying
prospectus, together with the additional information described under the headings "How to Obtain More Information" and
"Incorporation by Reference" in this prospectus supplement.
HOW TO OBTAIN MORE INFORMATION
We file annual, quarterly and interim reports, proxy and information statements and other information with the Securities and
Exchange Commission, or the SEC. These filings contain important information, which does not appear in this prospectus
supplement. The reports and other information can be inspected and copied at the SEC's Public Reference Room at 100 F Street,
N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC maintains an Internet website (http://www.sec.gov) that contains reports, proxy and
information statements and other materials that are filed through the SEC's Electronic Data Gathering, Analysis and Retrieval
system.
We have filed with the SEC a registration statement on Form S-3 under the Securities Act of 1933, as amended, or the
Securities Act, with respect to the securities offered by this prospectus supplement, which has become effective. This prospectus
supplement does not contain all of the information in the registration statement. We have omitted certain parts of the registration
statement, as permitted by the rules and regulations of the SEC. You may inspect and copy the registration statement, including
exhibits, at the SEC's public reference facilities or website. Statements contained in this prospectus supplement concerning the
contents of any document we refer you to are not necessarily complete and in each instance we refer you to the applicable
document filed with the SEC for more complete information.
We also make available, free of charge, through the investor relations portion of our website our Annual Report on Form
10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Proxy Statement on Schedule 14A (and any
amendments to those forms) as soon as reasonably practicable after they are filed with or furnished to the SEC. Our website
address is www.bedbathandbeyond.com. Please note that our website address is provided in this prospectus supplement as an
inactive textual reference only. The information found on or accessible through our website is not part of this prospectus
supplement or any prospectus, and is therefore not incorporated by reference unless such information is otherwise specifically
referenced elsewhere in this prospectus supplement an applicable prospectus.
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INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file with them, which means that we may disclose
important information to you by referring you to those documents. The information incorporated by reference is an important part
of this prospectus supplement, and information that we file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and all documents subsequently filed with the SEC pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, prior to the
termination of the offering under this prospectus supplement. We are not, however, incorporating by reference any documents or
portions thereof whether specifically listed below or filed in the future that are not deemed "filed" with the SEC, including any
information furnished pursuant to Items 2.02 or 7.01 of Form 8-K.
·
Annual Report on Form 10-K for the year ended March 1, 2014;
·
Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2014;
·
Current Reports on Form 8-K filed with the SEC on May 9, 2014, July 7, 2014, July 9, 2014 and July 14, 2014; and
·
Portions of the Definitive Proxy Statement on Schedule 14A for the 2014 annual meeting of shareholders held on July 7,
2014 to the extent incorporated by reference in the Annual Report on Form 10-K for the year ended March 1, 2014.
You may request a copy of these filings, at no cost, other than exhibits to such documents which are not specifically
incorporated by reference into such documents or this prospectus supplement, through our Internet website described above or by
calling our Investor Relations department at (908) 688-0888, or by writing to the following address:
Investor Relations, Bed Bath & Beyond Inc.
650 Liberty Avenue
Union, New Jersey 07083
Except as expressly provided above, no other information, including information on our website, is incorporated by
reference into this prospectus supplement.
FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated by reference in this prospectus supplement and the accompanying prospectus
are considered forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995, Section
27A of the Securities Act and Section 21E of the Exchange Act) concerning our business, results of operations, economic
performance and/or financial condition, based on management's current expectations, plans, estimates, assumptions and
projections. Forward-looking statements are included, for example, in the discussions about:
·
general economic conditions, including the housing market;
·
a challenging overall macroeconomic environment and related changes in the retailing environment;
·
consumer preferences and spending habits;
·
demographics and other macroeconomic factors that may impact the level of spending for the types of merchandise sold
by us;
·
civil disturbances and terrorist acts;
·
unusual weather patterns and natural disasters;
·
competition from existing and potential competitors;
·
competition from other channels of distribution;
·
pricing pressures;
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·
the ability to attract and retain qualified employees in all areas of the organization;
·
the cost of labor, merchandise and other costs and expenses;
·
the ability to find suitable locations at acceptable occupancy costs and other terms to support our expansion program;
·
the ability to assess and implement technologies in support of our development of our omnichannel capabilities;
·
uncertainty in financial markets;
·
disruptions to our information technology systems including but not limited to security breaches of our systems
protecting consumer and employee information;
·
reputational risk arising from challenges to our or a third party supplier's compliance with various laws, regulations or
standards, including those related to labor, health, safety, privacy or the environment;
·
changes to statutory, regulatory and legal requirements;
·
new, or developments in existing, litigation, claims or assessments;
·
changes to, or new, tax laws or interpretation of existing tax laws;
·
changes to, or new, accounting standards including, without limitation, changes to lease accounting standards; and
·
the integration of acquired businesses.
Any statements contained in this prospectus supplement that are not statements of historical fact may be deemed forward-
looking statements. Forward-looking statements generally are identified by the words "expects," "anticipates," "believes,"
"intends," "estimates," "aims," "plans," "may," "could," "will," "will continue," "seeks," "should," "predict," "potential,"
"outlook," "guidance," "target," "forecast," "probable," "possible" or the negative of such terms and similar expressions.
Forward-looking statements are subject to change and may be affected by risks and uncertainties, most of which are difficult to
predict and are generally beyond our control. Forward-looking statements speak only as of the date they are made, and we
undertake no obligation to update any forward-looking statement in light of new information or future events, although we intend to
continue to meet our ongoing disclosure obligations under the U.S. securities laws and other applicable laws.
We caution you that a number of important factors could cause actual results or outcomes to differ materially from those
expressed in, or implied by, the forward-looking statements, and therefore you should not place too much reliance on them. These
factors include, among others, those described herein, under "Risk Factors" in this prospectus supplement and the applicable
prospectus and the risks described in our other filings with the SEC, including our Annual Report on Form 10-K for the year
ended March 1, 2014.
It is not possible to predict or identify all such factors, and therefore the factors that are noted are not intended to be a
complete discussion of all potential risks or uncertainties that may affect forward-looking statements. If these or other risks and
uncertainties materialize, or if the assumptions underlying any of the forward-looking statements prove incorrect, our actual
performance and future actions may be materially different from those expressed in, or implied by, such forward-looking
statements. We can offer no assurance that our estimates or expectations will prove accurate or that we will be able to achieve our
strategic and operational goals.
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PROSPECTUS SUPPLEMENT SUMMARY
The following is a summary of some of the information contained or incorporated by reference in this prospectus
supplement. It is not complete and may not contain all the information that is important to you. To understand this offering
fully, you should read carefully this entire prospectus supplement, including the risk factors beginning on page S-5 and the
financial statements incorporated by reference in this prospectus supplement, the accompanying prospectus and the other
documents incorporated by reference herein and therein. Unless the context requires otherwise, references to "we," "us,"
"our" and "Bed Bath & Beyond" shall mean Bed Bath & Beyond Inc. and its consolidated subsidiaries. Any capitalized terms
used and not defined in this prospectus supplement have the meaning assigned to them in the accompanying prospectus or our
Annual Report on Form 10-K for the year ended March 1, 2014 or our Quarterly Report on Form 10-Q for the quarterly
period ended May 31, 2014, each incorporated by reference herein.
Bed Bath & Beyond Inc.
We are a retailer which operates under the names Bed Bath & Beyond, Christmas Tree Shops, Christmas Tree Shops
andThat! or andThat!, Harmon or Harmon Face Values, buybuy BABY and World Market, Cost Plus World Market or Cost Plus.
Customers can purchase products from us either in store, online or through a mobile device. We have the developing ability to
have customer purchases picked up in store or shipped direct to the customer from our distribution facilities, stores or vendors.
We also operate Linen Holdings, a provider of a variety of textile products, amenities and other goods to institutional customers in
the hospitality, cruise line, food service, healthcare and other industries. In addition to our stores in the United States, as of
March 1, 2014, we operate 40 retail stores in Canada and are a partner in a joint venture which operates four retail stores in
Mexico under the name Bed Bath & Beyond.
We sell a wide assortment of domestics merchandise and home furnishings. Domestics merchandise includes categories such
as bed linens and related items, bath items and kitchen textiles. Home furnishings include categories such as kitchen and tabletop
items, fine tabletop, basic housewares, general home furnishings, consumables and certain juvenile products.
Operations
It is our goal to offer quality merchandise at competitive prices, to maintain a wide and differentiated assortment of
merchandise, to present merchandise in a distinctive manner designed to maximize customer convenience and reinforce customer
perception of a wide selection and to emphasize dedication to customer service and satisfaction. We continue to grow,
differentiate and leverage our assortment across all channels, concepts and countries in which we operate. In addition, we strive
to more efficiently and effectively understand our customers' needs and communicate with them through our growing analytic
capabilities and omnichannel marketing approaches.
Pricing
We believe in maintaining competitive prices. We regularly monitor price levels at our competitors in order to ensure that
our prices are in accordance with our pricing philosophy. We believe that the application of our pricing philosophy is an important
factor in establishing our reputation among customers.
Merchandise Assortment
We strive to tailor our merchandise mix as appropriate to respond to changing trends and conditions. We, on an ongoing
basis, test new merchandise categories and adjust the categories of merchandise carried as part of our assortment and may add
new product categories as appropriate. Additionally, we continue to integrate the merchandise assortments among our concepts.
We believe that the process of adding new product categories, integrating our merchandise within concepts, and expanding or
reducing the size of various product categories in response to changing conditions is an important part of our merchandising
strategy.
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Merchandise Presentation
We have developed a style of merchandise presentation where groups of related product lines are presented together. We
believe that this approach to merchandise presentation makes it easy for customers to locate products and reinforces customer
perception of a wide selection.
Advertising
In general, we rely on "word of mouth advertising," our reputation for offering a wide assortment of quality merchandise at
competitive prices and the use of paid advertising. Primary vehicles of paid advertising used by us include full-color circulars
and other advertising pieces distributed via direct mail or inserts, as well as digital media including email, mobile, social and
search advertising. Also, to support the opening of new stores, we primarily use "grand opening" newspaper and direct mail
advertising and email.
Customer Service
Customer service is at the heart of our culture as it encourages and trains our associates and implements technology to create
a better shopping experience for each and every customer. Through our customer centric policies and emphasis on life stage
events, we stress the importance of each customer relationship. We continue to focus our efforts and investments on ensuring that
we build and maintain each of these customer relationships.
Recent Developments
Revolving Credit Facility
We are in discussions with lenders to enter into, on or after the date of the issuance of the notes, a $250.0 million senior
unsecured revolving credit facility (the "Revolving Credit Facility"), expiring in 2019, unless extended pursuant to its terms. We
expect the Revolving Credit Facility to include a feature to increase the commitments under the Revolving Credit Facility by up to
an additional $250.0 million, subject to certain customary conditions. Borrowings under the Revolving Credit Facility are
expected to bear interest at rates to be specified in the Revolving Credit Facility, which will depend on the type of loan and on a
leverage ratio to be defined in the Revolving Credit Facility. The Revolving Credit Facility is expected to contain certain
customary restrictive covenants, including maintenance of a leverage ratio. The Revolving Credit Facility is also expected to
contain customary events of default for credit facilities of this type. Upon an event of default that is not cured or waived within any
applicable cure periods, in addition to other remedies that may be available to the lenders, the obligations under the Revolving
Credit Facility may be accelerated. We can give no assurance that the Revolving Credit Facility will become effective as
described or at all. This offering is not conditioned on the Revolving Credit Facility becoming effective. The terms of any
definitive credit agreement may differ from those described under the heading "Description of Other Indebtedness" and such
differences may be material. See "Description of Other Indebtedness."
Corporate Information
We were incorporated in the State of New York in October 1971. Our principal executive offices are located at 650 Liberty
Avenue, Union, New Jersey 07083, and our telephone number is (908) 688-0888. Our website address is
www.bedbathandbeyond.com. The reference to our website address does not constitute incorporation by reference of the
information contained on the website, which should not be considered part of this prospectus supplement. Additional information
regarding us is set forth in our Annual Report on Form 10-K for the year ended March 1, 2014, our Quarterly Report on Form
10-Q for the quarterly period ended May 31, 2014, and our Current Reports on Form 8-K (which are incorporated by reference in
this prospectus supplement, unless furnished to, and not filed with, the SEC). See "How to Obtain More Information" and
"Incorporation by Reference."
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THE OFFERING
The following is a brief summary of certain terms of this offering. For a more complete description of the terms of the notes,
see "Description of Notes" in this prospectus supplement.
Issuer
Bed Bath & Beyond Inc.
Notes Offered
·
$300,000,000 aggregate principal amount of the 2024 notes;
·
$300,000,000 aggregate principal amount of the 2034 notes; and
·
$900,000,000 aggregate principal amount of the 2044 notes.
Maturity Dates
·
2024 notes: August 1, 2024;
·
2034 notes: August 1, 2034; and
·
2044 notes: August 1, 2044.
Interest and Payment Dates
·
2024 notes: 3.749% per annum, payable semi-annually in arrears in cash on
February 1 and August 1 of each year, beginning February 1, 2015;
·
2034 notes: 4.915% per annum, payable semi-annually in arrears in cash on
February 1 and August 1 of each year, beginning February 1, 2015; and
·
2044 notes: 5.165% per annum, payable semi-annually in arrears in cash on
February 1 and August 1 of each year, beginning February 1, 2015.
Repurchase at the Option of Holders
upon a Change of Control
Triggering Event
If we experience a "Change of Control Triggering Event" (as defined in "Description
of Notes -- Offer to Purchase upon Change of Control Triggering Event"), we will be
required, unless we have exercised our right to redeem the notes, to offer to purchase
the notes of the series with respect to which such event occurred at a purchase price
equal to 101% of their principal amount, plus accrued and unpaid interest.
Ranking
The notes will rank:
·
equal in right of payment to any of our existing and future senior unsecured
indebtedness (including the Revolving Credit Facility);
·
senior in right of payment to any of our future subordinated indebtedness; and
·
effectively subordinated in right of payment to any of our subsidiaries'
obligations (including secured and unsecured obligations) and subordinated in
right of payment to any of our secured obligations, to the extent of the assets
securing such obligations.
Optional Redemption
We may redeem the notes of any series at our option, at any time in whole, or from
time to time in part, at the redemption prices described in this prospectus supplement.
We will also pay the accrued and unpaid interest on the notes of that series to the
redemption date. See "Description of Notes -- Optional Redemption."
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Covenants
The notes and related indenture do not contain any financial or other similar
maintenance covenants. However, we will be subject to the covenants described
under the caption "Description of Notes -- Covenants."
Use of Proceeds
We intend to use the net proceeds for share repurchases of our common stock and for
general corporate purposes. See "Use of Proceeds."
DTC Eligibility
The notes will be issued in fully registered book-entry form and will be represented
by permanent global notes without coupons. Global notes will be deposited with a
custodian for and registered in the name of a nominee of DTC, in New York, New
York. Investors may elect to hold interests in the global notes through DTC and its
direct or indirect participants as described in "Description of Notes -- Book-Entry
System."
Form and Denomination
The notes will be issued in minimum denominations of $2,000 and any integral
multiple of $1,000 in excess thereof.
Trading
The notes are new issues of securities with no established trading market. We do not
intend to apply for listing of the notes on any securities exchange or for quotation of
the notes on any automated dealer quotation system.
Risk Factors
You should carefully consider the information set forth under "Risk Factors" on page
S-5 of this prospectus supplement, as well as the risk factors contained in our Annual
Report on Form 10-K for the year ended March 1, 2014, which has been filed with
the SEC and is incorporated herein by reference, before deciding to invest in the
notes.
Further Issues
We may, without notice to or the consent of the holders or beneficial owners of the
notes, create and issue additional notes and/or notes having the same ranking, interest
rate, maturity and other terms as the notes of a particular series. Any additional debt
securities having such similar terms, together with that series of notes, could be
considered part of the same series of notes under the indenture, provided that if the
additional notes are not fungible with the notes of a particular series for U.S. federal
income tax purposes, the additional notes will have a separate CUSIP number.
Trustee
The Bank of New York Mellon.
Governing Law
The notes and the related indenture will be governed by the laws of the State of New
York.
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