chds3body.htm
As filed with the Securities and Exchange Commission on February 24, 2009
Registration No. 333-
 
 
   
UNITED STATES
  
 
SECURITIES AND EXCHANGE COMMISSION
  
 
Washington, D.C.  20549
  
     
 
FORM S-3
  
 
REGISTRATION STATEMENT
  
 
UNDER
  
 
THE SECURITIES ACT OF 1933
  
     
     
 
CHURCH & DWIGHT CO., INC.
  
 
(Exact name of registrant as specified in its charter)
  
     
Delaware
13-4996950
(State or other jurisdiction of incorporation)
(I.R.S. Employer Identification No.)
     
 
469 North Harrison Street
  
 
Princeton, NJ  08543-5297
  
 
(609) 683-5900
  
 
(Address, including zip code, and telephone number, including area code, of
  
 
registrant’s principal executive offices)
  
     
 
Susan E. Goldy
  
 
Executive Vice President, General Counsel and Secretary
  
 
Church & Dwight Co., Inc.
  
 
469 North Harrison Street
  
 
Princeton, NJ  08543-5297
  
 
(609) 683-5900
  
 
(Name, address, including zip code, and telephone number
  
 
including area code, of agent for service)
  
     
 
Copies to:
  
     
 
Alan Singer
  
 
Morgan, Lewis & Bockius LLP
  
 
1701 Market Street
  
 
Philadelphia, PA  19103
  
 
(215) 963-5224
  
 
Approximate date of commencement of proposed sale to the public:  From time to time after the effective date of this registration statement.
 
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.  ý
 
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨
 
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ý
 
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
 
Large accelerated filer
ý
  
Accelerated filer
¨
  
 
Non-accelerated filer
¨
  
Smaller Reporting Company
¨
  
 
CALCULATION OF REGISTRATION FEE
 
 
Title of Each Class of Securities to be Registered
Amount
to be
Registered
Proposed Maximum Offering Price Per Unit
Proposed Maximum Aggregate Offering Price
Amount of Registration Fee
Debt Securities
 
 
(1)
Common Stock(2) (3)
Preferred Stock(2)
 
(1)           An unspecified aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be offered hereunder at indeterminate prices.  Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities.  In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, the registrant is deferring payment of the entire registration fee.
 
(2)           Shares of preferred stock or common stock may be issued in primary offerings or upon conversion of debt securities or preferred stock registered hereby.
 
(3)           Each share of Common Stock includes a right to purchase Junior Participating Cumulative Preferred Stock.  Prior to the occurrence of certain events, the rights will not be exercisable or evidenced separately from the Common Stock.
 
 
Church & Dwight Co., Inc.

Debt Securities
Preferred Stock
Common Stock
 
Church & Dwight Co., Inc. from time to time may offer and sell debt securities, preferred stock and common stock in one or more classes or series.  We may offer and sell these securities in amounts, at prices and on terms that we may determine at the time of the offering.
 
Each time securities are offered under this prospectus, we will provide a prospectus supplement and attach it to this prospectus.  The prospectus supplement will contain more specific information about the terms of the offering and the offered securities.  A prospectus supplement also may modify or supersede information contained in this prospectus.  This prospectus may not be used to offer or sell securities unless accompanied by a prospectus supplement describing the method and terms of the applicable offering.
 
We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis.
 
Our common stock is listed on the New York Stock Exchange under the symbol “CHD.”
 
Investing in these securities involves certain risks.  See “Risk Factors” on page 3 of this Prospectus.
 
You should read this prospectus and the applicable prospectus supplement, together with the documents incorporated by reference, carefully before you invest in our securities.
 
Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved of these securities, or determined if this prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.
 
The date of this prospectus is February 24, 2009.
 
 
You should rely only on the information contained in this prospectus and the accompanying prospectus supplement, including the information incorporated by reference as described under “Where You Can Find More Information,” and any free writing prospectus that we prepare and distribute.  We have not authorized anyone to provide you with different information.  If you receive any other information, you should not rely on it.  You should not assume that the information in this prospectus or any prospectus supplement is truthful or complete at any date other than the date appearing on the cover page of those documents.  We are not making an offer of these securities in any jurisdiction where the offer is not permitted.
 

 
TABLE OF CONTENTS
 
 
Page
RISK FACTORS
3
ABOUT THIS PROSPECTUS
3
WHERE CAN YOU FIND MORE INFORMATION
4
DOCUMENTS INCORPORATED BY REFERENCE
4
SPECIAL NOTE ON FORWARD-LOOKING INFORMATION
6
CHURCH & DWIGHT CO., INC.
7
USE OF PROCEEDS
7
DESCRIPTION OF SECURITIES WE MAY OFFER
8
DESCRIPTION OF DEBT SECURITIES
8
DESCRIPTION OF CAPITAL STOCK
24
PLAN OF DISTRIBUTION
29
VALIDITY OF SECURITIES
31
EXPERTS
31
 
 
RISK FACTORS

You should carefully consider the specific risks set forth under the caption “Risk Factors” in our periodic reports referred to in “Documents Incorporated by Reference” below and, if included in a prospectus supplement, under the caption “Risk Factors” in the prospectus supplement.
 
ABOUT THIS PROSPECTUS

All references in this prospectus to “Church & Dwight,” “we,” “our,” and “us” refer to Church & Dwight Co., Inc. and its consolidated subsidiaries unless the context otherwise requires.
 
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, which we refer to as the “SEC,” using a “shelf” registration process.  Under this shelf registration process, we may sell the securities described in this prospectus in one or more offerings.  Each time we sell securities under this shelf registration, we will provide a prospectus supplement that will contain specific information about the terms of the offering.  The prospectus supplement may also modify or supersede the information contained in this prospectus.  You should read both this prospectus and the applicable prospectus supplement together with the additional information referred to below under “Where You Can Find More Information.”
 
 
WHERE YOU CAN FIND MORE INFORMATION
 
We file annual, quarterly and current reports, proxy statements and other information with the SEC.  You may read and copy any document that we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549.  Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room.  Our SEC filings also are available to you at the SEC’s web site at www.sec.gov.
 
We have filed with the SEC a registration statement on Form S-3 relating to the securities offered by this prospectus.  This prospectus is a part of that registration statement, which includes additional information.  Whenever a reference is made in this prospectus to a contract or other document of ours, please be aware that the reference is only a summary and that you should refer to the exhibits that are a part of the registration statement for a copy of the contract or other document.  You may review a copy of the registration statement at the SEC’s public reference room in Washington, D.C., as well as through the SEC’s web site.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
The SEC allows us to “incorporate by reference” into this prospectus the information we file with the SEC.  This enables us to disclose important information to you by referring you to these documents.  The information incorporated by reference is deemed to be part of this prospectus, and the information we file with the SEC after the date of this prospectus will automatically update, modify and, where applicable, supersede any information included in this prospectus or incorporated by reference in this prospectus.  We incorporate by reference into this prospectus the following documents filed with the SEC (other than, in each case, documents or information deemed to be furnished and not filed in accordance with SEC rules).  The SEC file number for these documents is 1-10585.
 
·  
Annual Report on Form 10-K for the fiscal year ended December 31, 2008;

·  
Current Report on Form 8-K filed February 3, 2009;

·  
The description of our common stock set forth in our Current Report on Form 8-K, filed with the SEC on July 3, 2008; and

·  
The description of our Preferred Stock Purchase Rights set forth in our Registration Statement on Form 8-A, filed with the SEC on August 31, 1999.
 
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We also incorporate by reference into this prospectus all documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 between the date of this prospectus and the termination of the offering of securities under this prospectus.  To the extent that any information contained in any current report on Form 8-K, or any exhibit to the report, was furnished to, rather than filed with the SEC, the information or exhibit is specifically not incorporated by reference in this prospectus.  Any statement made in a document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any subsequently filed document that also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes such statement.  Any statement made in this prospectus will be deemed to be modified or superceded to the extent that a statement contained in any subsequently filed document that also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes such statement.  Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
 
To obtain a copy of any or all of the documents incorporated by reference in this prospectus, you may write or telephone us at the following address and telephone number:
 
Church & Dwight Co., Inc.
469 North Harrison Street
Princeton, NJ  08543-5297
Attention:  General Counsel
(609) 683-5900

Exhibits to the documents will not be sent, however, unless those exhibits have specifically been incorporated by reference into such document.
 
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SPECIAL NOTE ON FORWARD-LOOKING INFORMATION
 
This prospectus and documents incorporated by reference in this prospectus may contain forward-looking statements relating to, among other things, short- and long-term financial objectives, sales and earnings growth, operating expenditures, pricing changes in certain of our products and the timing of benefits from such pricing changes, new product introductions, competitive position, potential growth strategies, financing plans, litigation and other legal matters, the effect of acquisitions and the timing of the integration of acquired businesses, earnings per share, the adoption of certain accounting principles and the anticipated effect of such principles on our financial condition and operating results.  Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “anticipate,” “estimate,” “predict,” “will,” or similar expressions.  These statements represent our intentions, plans, expectations and beliefs, and are subject to risks and uncertainties, many of which are outside our control and could cause actual results to differ materially from such forward-looking statements.  The risks and uncertainties relate to, among other things, changes in market growth and consumer demand (including the effect of political and economic events on consumer demand), raw material and energy prices, the financial condition of major customers, expansion of shelf space by major customers for their private label products and increased or decreased marketing spending.  With regard to new product introductions, there is particular uncertainty relating to trade, competitive and consumer reactions.  Other factors that could materially affect our results include the outcome of contingencies, including litigation, pending regulatory proceedings, environmental remediation and the divestiture of assets.
 
The risks and uncertainties referenced above are not intended to be exhaustive.  Our most recent Annual Report on Form 10-K, including the information in Item 1A, “Risk Factors,” and other documents filed with the SEC contain both expanded discussion of the risks and uncertainties described above and additional risks and uncertainties that could cause actual results to differ materially from the forward-looking statements.  We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
 
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CHURCH & DWIGHT CO., INC.
 
Our company, founded in 1846, develops, manufactures and markets a broad range of household, personal care and specialty products under well-recognized brand names, including ARM & HAMMER and TROJAN. Our business is divided into three primary segments, Consumer Domestic, Consumer International and Specialty Products. The Consumer Domestic segment includes household products for deodorizing and cleaning, such as ARM & HAMMER baking soda and cat litter and SCRUB FREE, KABOOM, ORANGE GLO and BRILLO cleaning products; and laundry products, such as XTRA and ARM & HAMMER laundry detergents, OXICLEAN pre-wash laundry additive and NICE’N FLUFFY fabric softener. This segment also includes personal care products, such as TROJAN condoms, NAIR depilatories, FIRST RESPONSE and ANSWER home pregnancy and ovulation test kits, ARRID antiperspirant, ARM & HAMMER, CLOSE-UP and AIM toothpastes, ORAJEL oral analgesics and SPINBRUSH battery-operated toothbrushes. The Consumer International segment primarily sells a variety of personal care products, some of which use the same brands as our domestic product lines, in international markets, including France, the United Kingdom, Canada, Mexico, Australia, Brazil and China. The Specialty Products segment is the largest U.S. producer of sodium bicarbonate, which it sells together with other specialty inorganic chemicals for a variety of industrial, institutional, medical and food applications. This segment also sells a range of animal nutrition and specialty cleaning products.
 
USE OF PROCEEDS
 
Unless we inform you otherwise in a prospectus supplement or free writing prospectus, the net proceeds from the sale of the securities will be used for general corporate purposes, including working capital, acquisitions, repurchases of common stock, capital expenditures and the repayment of indebtedness.
 
7
 
DESCRIPTION OF SECURITIES WE MAY OFFER
 
We may use this prospectus to offer from time to time:
 
·  
Senior and subordinated debt securities.  These debt securities may be convertible or exchangeable into our common stock, preferred stock or other securities.  Our senior debt will rank equally with any of our other unsubordinated and unsecured indebtedness, and our subordinated debt will rank junior in right of payment and priority to any senior indebtedness.

·  
Preferred stock, par value $1.00 per share.  The preferred stock may be convertible or exchangeable into other series of preferred stock or our common stock.  We can offer different series of preferred stock with different dividend, liquidation, redemption and voting rights.
 
·  
Common stock, par value $1.00 per share.
 
A prospectus supplement will describe the specific types, amounts, prices and detailed terms of any of these securities.
 
DESCRIPTION OF DEBT SECURITIES
 
In this section, references to “holders” mean those who own debt securities registered in their own names on the books that we or the trustee maintains for this purpose, and not those who own beneficial interests in debt securities registered in street name or in debt securities issued in book-entry form through one or more depositaries.  Owners of beneficial interests in the debt securities should read the section below entitled “Legal Ownership of Debt Securities.”
 
General
 
The debt securities offered by this prospectus will be either senior or subordinated debt.  We will issue senior debt under a senior debt indenture, and we will issue subordinated debt under a subordinated debt indenture.  We sometimes refer to the senior debt indenture and the subordinated debt indenture individually as an “indenture” and collectively as the “indentures.”  The trustee under each of the senior debt indenture and the subordinated debt indenture will be The Bank of New York Mellon, New York, New York.  We have filed forms of the indentures with the SEC as exhibits to the registration statement of which this prospectus forms a part.  You can obtain copies of the indentures by following the directions outlined in “Where You Can Find More Information,” and by contacting the trustee.
 
The following summary briefly describes the material provisions of the indentures and the debt securities, other than pricing and related terms, which will be disclosed for a particular issuance in the applicable prospectus supplement.  The summary is not complete.  You should read the more detailed provisions of the applicable indenture, including the defined terms, for provisions that may be important to you.  The summary below and that contained in any prospectus supplement are qualified in their entirety by reference to the applicable indenture.  You should also read the particular terms of a series of debt securities, which will be described in more detail in an applicable prospectus supplement.  Throughout the summary we have included parenthetical references to the indenture sections, which, except for subordination provisions addressed only in the subordinated debt, are the same in each document, to help you locate the provisions being discussed.
 
8
 
The indentures provide that our unsecured senior or subordinated debt securities may be issued in one or more series, with different terms, in each case as we authorize from time to time.  We also have the right, from time to time, to issue debt securities of any series previously issued.  (Section 3.01)
 
Information in the Prospectus Supplement
 
The prospectus supplement for any offered series of debt securities will describe the following terms, as applicable:
 
·  
the title or designation;

·  
whether the debt is senior or subordinated;

·  
the aggregate principal amount offered and authorized denominations;

·  
the initial public offering price;

·  
the maturity date or dates;

·  
any sinking fund or other provision for payment of the debt securities prior to their stated maturity;

·  
whether the debt securities are fixed rate debt securities or floating rate debt securities or original issue discount debt securities;

·  
if the debt securities are fixed rate debt securities, the yearly rate at which the debt security will bear interest, if any;

·  
if the debt securities are floating rate debt securities, the method of calculating the interest rate;

·  
if the debt securities are original issue discount debt securities, their yield to maturity;

·  
the date or dates from which any interest will accrue, or how such date or dates will be determined, and the interest payment dates and any related record dates;

·  
if other than in U.S. Dollars, the currency or currency unit in which payment will be made;
 
9
 
·  
any provisions for the payment of additional amounts for taxes;

·  
the denominations in which the currency or currency unit of the securities will be issuable if other than denominations of $1,000 and integral multiples thereof;

·  
whether the debt securities will be convertible into or exchangeable for other securities and, if so, the terms and conditions upon which such debt securities will be convertible;

·  
the terms and conditions on which the debt securities may be redeemed at our option;

·  
any obligation we may have to redeem, purchase or repay the debt securities at the option of a holder upon the happening of any event and the terms and conditions of redemption, purchase or repayment;

·  
the names and duties of any co-indenture trustees, depositaries, auction agents, authenticating agents, calculation agents, paying agents, transfer agents or registrars for the debt securities;

·  
any material provisions of the applicable indenture described in this prospectus that do not apply to the debt securities;

·  
the ranking of the specific series of debt securities relative to other outstanding indebtedness, including subsidiaries’ debt;

·  
if the debt securities are subordinated, the aggregate amount of outstanding indebtedness, as of a recent date, that is senior to the subordinated securities, and any limitation on the issuance of additional senior debt;

·  
the place where we will pay principal and interest;

·  
additional provisions, if any, relating to the defeasance of the debt securities;

·  
any United States federal income tax consequences relating to the offered securities, if material;

·  
the dates on which premiums, if any, will be paid;

·  
our right, if any, to defer payment of interest and the maximum length of this deferral period;
 
10
 
·  
any listing of the debt securities on a securities exchange; and

·  
any other specific terms of the debt securities.

We will issue the debt securities only in registered form.  (Section 3.02)  As currently anticipated, debt securities of a series will trade in book-entry form, and global securities will be issued in physical (paper) form, as described below under “What Is a Global Security?”
 
We will issue senior debt securities under the senior debt indenture.  These senior debt securities will rank on an equal basis with all our other unsecured debt and unsubordinated debt.
 
We will issue subordinated debt securities under the subordinated debt indenture.  Subordinated debt will rank subordinate and junior in right of payment, to the extent and in the manner set forth in the subordinated debt indenture, to all our “senior indebtedness” (both secured and unsecured).  (Section 15.01)
 
In general, the holders of all senior debt securities are first entitled to receive payment of the full amount unpaid on senior indebtedness before the holders of any of the subordinated debt securities are entitled to receive a payment on account of the principal or interest on the indebtedness evidenced by the subordinated debt securities in certain events.
 
If we default in the payment of any principal of, or premium, if any, or interest or other monetary amounts on any senior indebtedness when it becomes due and payable after any applicable grace period, then, unless and until the default is cured or waived or ceases to exist, we cannot make a payment on account of or redeem or otherwise acquire the subordinated debt securities.  (Section 15.04)
 
If there is any insolvency, bankruptcy, liquidation or other similar proceeding relating to us or our property, then all senior indebtedness must be paid in full before any payment may be made to any holders of subordinated debt securities.  (Section 15.02)
 
Furthermore, if we default in the payment of the principal of and accrued interest on any subordinated debt securities that are declared due and payable upon an event of default under the subordinated debt indenture, holders of all our senior indebtedness will first be entitled to receive payment in full in cash before holders of such subordinated debt can receive any payments.  (Section 15.03)
 
“Senior indebtedness” means:
 
·  
the principal, interest and any other amounts owing in respect of our indebtedness for borrowed money or indebtedness of others that we guarantee and indebtedness evidenced by bonds, notes, debentures or other similar instruments or letters of credit issued by us, including any senior debt securities issued under any senior debt security or letters of credit;

·  
all capitalized lease obligations;
 
11
 
·  
all hedging obligations;

·  
all obligations representing the deferred purchase price of property; and

·  
all deferrals, renewals, extensions and refundings of obligations of the type referred to above;

but “senior indebtedness” does not include:
 
·  
subordinated debt securities; and

·  
any indebtedness that by its terms is subordinated to, or ranks on an equal basis with, our subordinated debt securities.

Covenants
 
Merger and Sale of Assets
 
We may not, in a single transaction or a series of related transactions:
 
·  
consolidate or merge with or into any other person or permit any other person to consolidate or merge with or into us; or

·  
transfer, sell, lease or otherwise dispose of all or substantially all of our assets,

unless, in either such case:
 
·  
in a transaction in which we do not survive or in which we sell, lease or otherwise dispose of all or substantially all of our assets, the successor entity to us is organized under the laws of the United States, or any state thereof or the District of Columbia, and expressly assumes, by supplemental indentures, all of our obligations under the indentures;

·  
immediately after giving effect to the transaction, no default on the debt securities exists; and

·  
an officer’s certificate and an opinion of counsel concerning certain matters are delivered to the trustee.  (Section 8.01)

Other Covenants
 
In addition, any offered series of debt securities may have additional covenants which will be described in the prospectus supplement, limiting or restricting, among other things:
 
·  
our ability to incur indebtedness;
 
12
 
·  
our ability to pay dividends or to repurchase or redeem our share capital;
 
·  
our ability to create dividend and other payment restrictions affecting our subsidiaries;

·  
sales of assets by us;

·  
our ability to enter into transactions with affiliates; and

·  
our ability to incur liens.

Modification of the Indentures
 
Under the indentures, we and the relevant trustee may amend the indentures, without the consent of any holder of the debt securities to:
 
·  
evidence the succession of another obligor to the company and the assumption of the covenants in the indentures and in the debt securities by such successor;

·  
add to our covenants for the benefit of the holders of all or any series of debt securities (and if such covenants are to be for the benefit of less than all series of debt securities, stating that such covenants are expressly being included for the benefit of such series) or to surrender any rights or power conferred upon us;

·  
add any additional events of default;

·  
add or change any provision of the indentures to permit the issuance of the debt securities in bearer form, registrable or not registrable as to principal, with or without interest coupons;

·  
add to, change or eliminate any of the provisions of the indentures in respect of one or more series of debt securities, provided that any such addition, change or elimination (i) will neither apply to any debt security created prior to the execution of the supplemental indenture nor adversely affect the rights of the holders thereof in any material respect or (ii) will become effective only when no such debt securities are outstanding;

·  
secure the debt securities;

·  
establish the form or terms of debt securities of any series as permitted in the indentures;

·  
establish provisions with respect to conversion rights, if any;
 
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·  
reflect our consolidation or merger with or into any other person or permit the consolidation or merger of any other person with or into us, or the transfer, sale, lease or other disposition of all or substantially all of our assets, in conformity with the limitations set forth in the indentures;

·  
permit the issuance of uncertificated debt securities in addition to, or in place of, certificated debt securities;

·  
appoint a successor trustee under either indenture;

·  
cure ambiguities, defects or inconsistencies, provided that the amendment may not adversely affect the interests of holders of debt securities in any material respect;

·  
conform any provisions of the indentures to the “Description of Debt Securities” contained in this prospectus or any similar provision in an applicable prospectus supplement; or

·  
maintain the qualification of the indentures under the Trust Indenture Act.  (Section  9.01).

We and the trustee may, with the consent of the holders of at least a majority in aggregate principal amount of the debt securities of a series or such other percentage as may be specified in the applicable prospectus supplement, modify the applicable indenture or the rights of the holders of the securities of such series.  However, no such modification may, without the consent of each holder of an affected debt security:
 
·  
change the fixed maturity of any such debt securities or the date on which any payment of interest on the debt securities is due and payable;

·  
reduce the principal amount or interest rate on any debt security;

·  
reduce the premium payable upon any redemption of the debt securities;

·  
reduce the amount of principal payable on the acceleration of any securities issued originally at a discount;

·  
change the place of payment of, or type of currency for payment of, debt securities;

·  
impair the right to sue for the enforcement of any payment of principal, any installment of interest or premium on or after the maturity (including in connection with a redemption, on or after the redemption date) of the debt securities;
 
14
 
·  
adversely affect the right, if any, to convert such debt securities, or modify the provisions of the indentures with respect to the ranking of the debt securities in a manner adverse to the holder thereof;

·  
reduce the percentage of debt securities of a series whose holders need to consent to a modification or a waiver;

·  
modify any of the provisions in the applicable indentures related to modifications that require the consent of the holders of at least a majority in aggregate principal amount of the debt securities of a series or provisions in the applicable indentures related to the waiver of past defaults by the holders of debt securities, except to increase any such percentage or provide that certain other provisions may not be modified without the consent of each holder of the debt securities;

·  
adversely affect any right of repayment or repurchase at the option of the holder of debt securities; or

·  
reduce or postpone any sinking fund.  (Section 9.02)

Defaults
 
Each indenture provides that events of default regarding any series of debt securities will be:
 
·  
our failure to pay interest on any debt security of such series for 30 days after such payment is due;

·  
our failure to pay principal on any debt security of such series when due;

·  
our failure to make any deposit of any sinking fund payment when due on debt securities of such series;

·  
our failure to perform for 60 days after notice given by the trustee or the holders of at least 25% in principal amount of the outstanding debt securities any other covenant in the relevant indenture other than a covenant (i) included in the relevant indenture solely for the benefit of a series of debt securities other than such series or (ii) expressly excluded from events giving rise to a default, including the obligation to file SEC filings with the trustee;

·  
our failure to pay beyond any applicable grace period, or the acceleration (which is not rescinded or cured within 30 days of notice of acceleration) of, indebtedness in excess of $100,000,000; or

·  
certain events of bankruptcy or insolvency, whether voluntary or not, with respect to us or any material subsidiary. (Section 5.01)
 
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In addition, the applicable prospectus supplement will describe any other event of default set forth in the applicable prospectus supplement.

If an event of default regarding debt securities of any series issued under the indentures should occur and be continuing, either the trustee or the holders of at least 25% in the principal amount of outstanding debt securities of such series may declare the principal amount, together with all accrued and unpaid interest, if any, of each debt security of that series due and payable.  If an event of default regarding debt securities results from certain events of bankruptcy, insolvency or reorganization with respect to us or any material subsidiary, such amount with respect to the debt securities will be due and payable immediately without any declaration or other act on the part of the holders of outstanding debt securities or the trustee.  (Section 5.02)
 
No event of default regarding one series of debt securities issued under an indenture is necessarily an event of default regarding any other series of debt securities.
 
Holders of a majority in principal amount of the outstanding debt securities of any series will be entitled to control certain actions of the trustee under the indentures and to waive certain past defaults regarding such series.  (Sections 5.12 and 5.13)  The trustee generally cannot be required by any of the holders of debt securities to take any action, unless one or more of such holders shall have provided to the trustee security or indemnity reasonably satisfactory to the trustee.  (Section 6.02)
 
If an event of default occurs and is continuing regarding a series of debt securities, the trustee may use any sums that it holds under the relevant indenture for its own reasonable compensation and expenses incurred prior to paying the holders of debt securities of such series.  (Section 5.06)
 
Before any holder of any series of debt securities may institute action for any remedy, the holders of not less than 25% in principal amount of the debt securities of that series outstanding must request the trustee to take action.  Holders must also offer indemnity reasonably satisfactory to the trustee against liabilities incurred by the trustee for taking such action, and the trustee must have failed to institute any proceeding within 60 days after receiving such notice and offer of indemnity.  These limitations do not apply if the holders of a majority of debt securities of the applicable series give an inconsistent direction.  (Section 5.07)  In addition, these limitations also do not apply, however, to a suit by a holder of any series of debt securities to enforce payment of principal, interest or premium, if any, and the right to convert such debt security, if applicable.  (Section 5.08)
 
Each trustee will, within 90 days after any default occurs, give notice of the default to the holders of the debt securities of that series, unless the default was already cured or waived.  Unless there is a default in paying principal, interest or any premium when due, the trustee can withhold giving notice to the holders if it determines in good faith that the withholding of notice is in the interest of the holders.  (Section 6.05)
 
We are required to furnish to each trustee an annual statement as to compliance with all conditions and covenants under the indenture.  (Section 10.05)
 
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Defeasance
 
After we have irrevocably deposited with the trustee cash or U.S. government securities, in trust for the benefit of the holders, sufficient to pay the principal of, premium, if any, and interest on the debt securities of such series when due, and satisfied certain other conditions described below, we may elect to have our obligations under the applicable indenture discharged with respect to the outstanding debt securities of any series (“legal defeasance and discharge”).  Legal defeasance and discharge means that we will be deemed to have paid and discharged the entire indebtedness represented by the outstanding debt securities of such series under the applicable indenture, except for:
 
·  
the rights of holders of the debt securities to receive principal, interest and any premium when due from amounts deposited with the trustee, which will be held in trust funds for the purpose of such payments;

·  
our obligations with respect to the debt securities concerning issuing temporary debt securities, registration of transfer of debt securities, mutilated, destroyed, lost or stolen debt securities and the maintenance of an office or agency where securities may be presented for payment, transfer, exchange or, if applicable, conversion for security payments held in trust;

·  
the rights, powers, trusts, duties and immunities of the trustee; and

·  
the defeasance provisions of the indenture.

Alternatively, we may elect to have our obligations released with respect to certain covenants in the applicable indenture (“covenant defeasance”).  The released obligations include:
 
·  
our obligations regarding delivery of reports to the trustee and holders of debt securities;

·  
our obligations relating to a merger, consolidation or sale of all or substantially all of our assets; and

·  
our obligation to present and keep in full force and effect our corporate existence.

Any omission to comply with these obligations so released will not constitute a default or an event of default with respect to the debt securities of any series.  In the event covenant defeasance occurs, certain events relating to these obligations, as well as the failure to deposit a sinking fund payment when due and the failure to pay or acceleration of indebtedness in excess of $100,000,000, as described above under “Events of Default,” will no longer constitute an event of default for that series.
 
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In order to exercise either legal defeasance or covenant defeasance with respect to outstanding debt securities of any series, we must irrevocably have deposited or caused to be deposited with the trustee as trust funds cash or specified United States government obligations in an amount, in each case, sufficient without reinvestment, in the written opinion of an nationally recognized firm of independent certified public accountants, to pay and discharge all of the principal, interest and any premium at due date or maturity.  In addition:
 
·  
in the case of legal defeasance, we must have delivered to the trustee an opinion of counsel confirming that (i) we have received from, or there has been published by, the Internal Revenue Service, a ruling or (ii) since the date of the indenture, there has been a change in the applicable Federal income tax law, in either case, to the effect that the holders of the debt securities of that series will not recognize gain or loss for federal income tax purposes as a result of the deposit, defeasance and discharge to be effected and will be subject to the same federal income tax as would be the case if the deposit, defeasance and discharge did not occur;

·  
in the case of covenant defeasance and discharge, we must have delivered to the trustee an opinion of counsel stating that, under then applicable federal income tax law, the holders of the debt securities of that series will not recognize gain or loss for U.S. federal income tax purposes as a result of the deposit and covenant defeasance to be effected and will be subject to the same federal income tax as would be the case if the deposit and covenant defeasance did not occur;

·  
no default with respect to the outstanding debt securities of that series may have occurred and be continuing at the time of such deposit after giving effect to the deposit or, in the case of legal defeasance and discharge, no default relating to bankruptcy or insolvency may have occurred and be continuing at any time on or before the 90th day after the date of such deposit, it being understood that this condition is not deemed satisfied until after the 90th day;

·  
the legal defeasance and discharge or covenant defeasance must not cause the trustee to have a conflicting interest within the meaning of the Trust Indenture Act, assuming all debt securities of a series were in default within the meaning of such Act;

·  
the legal defeasance and discharge or covenant defeasance must not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which we are a party;

·  
we must deliver to the trustee an opinion of counsel that any trust arising from such deposit does not require registration under the Investment Company Act of 1940, as amended;
 
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·  
no event or condition may exist that, under the defeasance provisions of the indentures, would prevent us from making payments of principal, premium, if any, or interest on the applicable debt securities on the date of deposit or at any time on or before the 90th day after the date of such deposit, it being understood that this condition is not deemed satisfied until after the 90th day; and

·  
we must deliver to the trustee an officers’ certificate and an opinion of counsel stating that all conditions precedent with respect to the legal defeasance and discharge or covenant defeasance have been complied with.  (Article XIII)

Governing Law
 
Unless otherwise stated in the prospectus supplement, the debt securities and the indentures will be governed by New York law. (Section 1.13)
 
Concerning our Relationship with the Trustee
 
The trustee also acts as the trustee with respect to our 6% senior subordinated notes due 2012 and may, in the future, act as trustee for securities issued by us and our subsidiaries.  In addition, the trustee is a participating lender in connection with our principal credit facility.
 
Payment and Paying Agents
 
Distributions on the debt securities other than those represented by global securities will be made in the designated currency against surrender of the debt securities at the principal corporate trust office or agency of the trustee in New York, New York.  Payment will be made to the registered holder at the close of business on the record date for such payment.  Interest payments will be made at the principal corporate trust office or agency of the trustee in New York, New York, or by a check mailed to the holder at his registered address.  Payments in any other manner will be specified in the applicable prospectus supplement.
 
Calculation Agents
 
Calculations relating to floating rate debt securities will be made by the calculation agent, an institution that we appoint as our agent for this purpose.  We may appoint one of our affiliates as calculation agent.  We may appoint a different institution to serve as calculation agent from time to time after the original issue date of the debt security without your consent and without notifying you of the change.  The initial calculation agent will be identified in the applicable prospectus supplement.
 
Transfer and Exchange
 
The debt securities may be presented for exchange, and debt securities other than a global security may be presented for registration of transfer, at the principal corporate trust office or agency of the trustee in New York, New York.  Holders will not have to pay any service charge for any registration of transfer or exchange of debt securities, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with such registration of transfer or exchange of debt securities.  (Section 3.05)
 
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Legal Ownership of Debt Securities
 
Unless the prospectus supplement specifies otherwise, we will issue debt securities initially in the form of a global security.  However, we may elect to issue debt securities in fully registered or bearer form or both.  We refer to those who have debt securities registered in their own names on the books that we or our agent maintain for this purpose as the “holders” of those debt securities.  These persons are the legal holders of the debt securities.  We refer to those who, indirectly through others, own beneficial interests in debt securities that are not registered in their own names as “indirect holders” of those debt securities.  As we discuss below, indirect holders are not legal holders, and investors in debt securities issued in book-entry form or in street name will be indirect holders.
 
Book-Entry Holders
 
If we issue debt securities in global—i.e., book-entry—form, the debt securities will be represented by one or more global securities registered in the name of a financial institution that holds them as depositary on behalf of other financial institutions that participate in the depositary’s book-entry system.  These participating institutions, in turn, hold beneficial interests in the debt securities on behalf of themselves or their customers.
 
For registered debt securities, only the person in whose name a debt security is registered is recognized under the indentures as the holder of that debt security.  (Section 3.08)  Debt securities issued in global form will be issued in the form of a global security registered in the name of the depositary or its nominees.  Consequently, for debt securities issued in global form, we will recognize only the depositary as the holder of the debt securities and we will make all payments on the debt securities to the depositary.  The depositary passes along the payments it receives to its participants, which in turn pass the payments along to their customers who are the beneficial owners.  The depositary and its participants do so under agreements they have made with one another or with their customers; they are not obligated to do so under the terms of the debt securities.
 
As a result, investors in a book-entry security will not own debt securities directly.  Instead, they will own beneficial interests in a global security, through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest through a participant.  As long as the debt securities are issued in global form, investors will be indirect holders, and not holders, of the debt securities.
 
In the future, we may terminate a global security under the circumstances specified below under “What Is a Global Security?—Special Situations When a Global Security Will Be Terminated” or issue debt securities initially in non-global form.  In these cases, investors may choose to hold their debt securities in their own names or in “street name.” Debt securities held by an investor in street name would be registered in the name of a bank, broker or other financial institution that the investor chooses, and the investor would hold only a beneficial interest in those debt securities through an account he or she maintains at that institution.
 
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For debt securities held in street name, we will recognize only the intermediary banks, brokers and other financial institutions in whose names the debt securities are registered as the holders of those debt securities and we will make all payments on those debt securities to them.  These institutions pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required to do so.  Investors who hold debt securities in street name will be indirect holders, not holders, of those debt securities.
 
Legal Holders
 
Our obligations, as well as the obligations of the trustee and those of any third parties employed by us or the trustee, run only to the legal holders of the debt securities.  We do not have obligations to investors who hold beneficial interests in global securities, in street name or by any other indirect means.  This will be the case whether an investor chooses to be an indirect holder of a debt security or has no choice because we are issuing the debt securities only in global form.
 
For example, once we make a payment or give a notice to the holder, we have no further responsibility for the payment or notice even if that holder is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect holders but does not do so.  Similarly, if we want to obtain the approval of the holders for any purpose—e.g., to amend the applicable indenture or to relieve us of the consequences of a default or of our obligation to comply with a particular provision of the applicable indenture—we would seek approval only from the holders, and not the indirect holders, of the debt securities.  Whether and how the holders contact the indirect holders is up to the holders.
 
When we refer below to “you,” we mean those who invest in the debt securities being offered by this prospectus, whether they are the holders or only indirect holders of those debt securities.  When we refer to your debt securities, we mean the debt securities in which you hold a direct or indirect interest.
 
Special Considerations for Indirect Holders
 
If you hold debt securities through a bank, broker or other financial institution, either in book-entry form or in street name, you should check with your own institution to find out:
 
·  
how it handles securities payments and notices;

·  
whether it imposes fees or charges;

·  
how it would handle a request for the holders’ consent, if ever required;

·  
whether and how you can instruct it to send you debt securities registered in your own name so you can be a holder, if that is permitted in the future;

·  
how it would exercise rights under the debt securities if there were a default or other event triggering the need for holders to act to protect their interests; and
 
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·  
if the debt securities are in book-entry form, how the depositary’s rules and procedures will affect these matters.
 
What Is a Global Security?
 
A global security is a security that represents one or more debt securities and is held by a depositary.  Generally, all debt securities represented by the same global securities will have the same terms.
 
Each debt security issued in book-entry form will be represented by a global security that we deposit with and register in the name of a financial institution that we select or its nominees.  The financial institution that we select for this purpose is called the depositary.  Unless we specify otherwise in the applicable prospectus supplement, The Depository Trust Company, New York, New York, known as DTC, will be the depositary for all debt securities issued in book-entry form.
 
A global security may not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor depositary, unless special termination situations arise.  We describe those situations below under “Special Situations When a Global Security Will Be Terminated.”  As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder of all debt securities represented by a global security, and investors will be permitted to own only beneficial interests in a global security.  Beneficial interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or with another institution that does.  Thus, an investor whose security is represented by a global security will not be a holder of the debt security, but only an indirect holder of a beneficial interest in the global security.
 
If the prospectus supplement for a particular debt security indicates that the debt security will be issued in global form only, then the debt security will be represented by a global security at all times unless and until the global security is terminated.  We describe the situations in which this can occur below under “Special Situations When a Global Security Will Be Terminated.”  If termination occurs, we may issue the debt securities through another book-entry clearing system or decide that the debt securities may no longer be held through any book-entry clearing system.
 
Special Considerations for Global Securities
 
As an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s financial institution and of the depositary, as well as general laws relating to securities transfers.  We do not recognize this type of investor as a holder of debt securities and instead deal only with the depositary that holds the global security.
 
If debt securities are issued only in the form of a global security, an investor should be aware of the following:
 
·  
An investor cannot cause the debt securities to be registered in his or her name, and cannot obtain nonglobal certificates for his or her interest in the debt securities, except in the special situations we describe below;
 
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·  
An investor will be an indirect holder and must look to his or her own bank or broker for payments on the debt securities and protection of his or her legal rights relating to the debt securities, as we describe under “Legal Ownership of Debt Securities” above;
 
·  
An investor may not be able to sell interests in the debt securities to some insurance companies and to other institutions that are required by law to own their securities in non-book-entry form;

·  
An investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the debt securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;

·  
The depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in a global security.  We and the trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in a global security.  We and the trustee also do not supervise the depositary in any way;

·  
The depositary may (and we understand that DTC will) require that those who purchase and sell interests in a global security within its book-entry system use immediately available funds and your broker or bank may require you to do so as well; and

·  
Financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in a global security, may also have their own policies affecting payments, notices and other matters relating to the debt securities.  There may be more than one financial intermediary in the chain of ownership for an investor.  We do not monitor and are not responsible for the actions of any of those intermediaries.

Special Situations When a Global Security Will Be Terminated
 
In a few special situations described below, the global security will terminate and interests in it will be exchanged for physical certificates representing those interests.  After that exchange, the choice of whether to hold securities directly or in street name will be up to the investor.  Investors must consult their own bank or brokers to find out how to have their interests in securities transferred to their own name, so that they will be direct holders.  We have described the rights of holders and street name investors above under “Legal Ownership of Debt Securities.”
 
The global security will terminate when the following special situations occur:
 
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·  
if the depositary notifies us that it is unwilling, unable or no longer permitted under applicable law to continue as depositary for that global security and we do not appoint another institution to act as depositary within 90 days;

·  
if we notify the trustee that we wish to terminate that global security; or

·  
if an event of default has occurred with regard to debt securities represented by that global security and has not been cured or waived.  We discuss defaults above under “Default and Related Matters.”

The prospectus supplement may also list additional situations for terminating a global security that would apply only to the particular series of securities covered by the prospectus supplement.  When a global security terminates, the depositary—and not we or the trustee—is responsible for deciding the names of the institutions that will be the initial direct holders.
 
DESCRIPTION OF CAPITAL STOCK

The following description of our common stock and preferred stock will apply generally to any future common stock or preferred stock that we may offer, but is not complete.  We will describe the particular terms of any class or series of these securities in more detail in the applicable prospectus supplement.  For more information regarding the common stock and preferred stock that may be offered by this prospectus, please refer to our restated certificate of incorporation, as amended, our by-laws, as amended, and our stockholder rights plan, which are incorporated by reference as exhibits to the registration statement of which this prospectus is a part.
 
The summary below and that contained in any prospectus supplement are not complete and are qualified in their entirety by reference to our restated certificate of incorporation, as amended, our by-laws, as amended, and our stockholder rights plan.  The terms of these securities also may be affected by the General Corporation Law of the State of Delaware.
 
Description of Common Stock
 
Our authorized common stock consists of 300 million shares of common stock, $1.00 par value.  The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders and do not have cumulative voting rights.  Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election.
 
Subject to preferences that may be applicable to any outstanding shares of preferred stock, the holders of common stock are entitled to receive ratably such dividends as may be declared by the board of directors out of funds legally available for distribution.  Upon our liquidation, dissolution or winding up, holders of our common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock.
 
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Holders of common stock have no preemptive rights and no right to convert their common stock into any other securities.  There are no redemption or sinking fund provisions applicable to our common stock.
 
Holders of common stock will have no liability for further calls or assessments and will not be personally liable for the payment of our debts except as they may be liable by reason of their own conduct or acts.
 
Description of Preferred Stock
 
Our authorized preferred stock consists of 2,500,000 shares of preferred stock, $1.00 par value.  No shares of preferred stock are outstanding as of the date of this prospectus, but we have reserved for issuance shares of our Junior Participating Cumulative Preferred Stock, issuable under our stockholder rights plan, which is described below under “Stockholder Rights Plan.”
 
We may issue preferred stock from time to time in one or more series, without stockholder approval, when authorized by the board of directors.  Subject to limitations prescribed by law, the board of directors is authorized, by a two-thirds vote of the entire board of directors, to fix for any series of preferred stock the number of shares of such series and the voting powers (if any), designation, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions of such series.
 
For any series of preferred stock that we may issue, our board of directors will determine and the prospectus supplement relating to such series will describe:
 
·  
The designation and number of shares of such series;

·  
The rate and time at which, and the preferences and conditions under which, any dividends will be paid on shares of such series, as well as whether such dividends are cumulative or non-cumulative and participating or non-participating;

·  
Any provisions relating to convertibility or exchangeability of the shares of such series;

·  
The rights and preferences, if any, of holders of shares of such series upon our liquidation, dissolution or winding up of our affairs;

·  
The voting powers, if any, of the holders of shares of such series;

·  
Any provisions relating to the redemption of the shares of such series;

·  
Any limitations on our ability to pay dividends or make distributions on, or acquire or redeem, other securities while shares of such series are outstanding;

·  
Any conditions or restrictions on our ability to issue additional shares of such series or other securities; and
 
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·  
Any other specific terms, preferences, limitations or restrictions.

Section 203 of the Delaware General Corporation Law
 
We are a Delaware corporation.  Section 203 of the Delaware General Corporation Law prohibits a Delaware corporation from engaging in a business combination with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder.  The term “business combination” is broadly defined to include mergers, consolidations, sales and other dispositions of assets having an aggregate market value equal to 10% or more of the consolidated assets of the corporation, and other specified transactions resulting in financial benefits to the interested stockholder.  Under Section 203, an interested stockholder generally is defined as a person who, together with affiliates and associates, owns (or within the three prior years did own) 15% or more of the corporation’s outstanding voting stock.
 
This prohibition is effective unless:
 
·  
the business combination or the transaction that resulted in the interested stockholder becoming an interested stockholder is approved by the corporation’s board of directors prior to the time the interested stockholder becomes an interested stockholder;

·  
upon consummation of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation, other than stock held by directors who are also officers or by specified employee stock plans; or

·  
at or after the time the stockholder becomes an interested stockholder, the business combination is approved by a majority of the board of directors and, at an annual or special meeting, by the affirmative vote of two-thirds of the outstanding voting stock that is not owned by the interested stockholder.

In general, the prohibitions do not apply to business combinations with persons who were interested stockholders before we became subject to Section 203.
 
Charter Provisions
 
Our restated certificate of incorporation includes a number of provisions that were designed to help assure that all of our stockholders will be treated similarly if certain kinds of business combinations are effected.  However, these provisions may make it more difficult to accomplish certain transactions that are opposed by the incumbent board of directors and that could be beneficial to stockholders.  Delaware law and these provisions of our restated certificate of incorporation may have the effect of deterring hostile takeovers or delaying changes in control of our management, which could depress the trading price of our common stock.
 
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Our restated certificate of incorporation also authorizes our board of directors to issue preferred stock that may have voting rights and, if convertible into common stock, could increase the number of shares of common stock outstanding.
 
Additionally, our restated certificate of incorporation provides that:
 
·  
special meetings of stockholders may be called only by a majority of the directors then in office or by the Chief Executive Officer.

·  
no action may be taken by our stockholders otherwise than at an annual or special meeting of stockholders and, therefore, stockholder action may not be effected by a consent in writing;

·  
our board of directors is divided into three classes generally having three year terms and with the term of office of one of the classes expiring each year;

·  
directors may be removed only for cause by the affirmative vote of holders of at least a majority of our capital stock entitled to vote for the election of directors, and, if so removed, may be replaced by stockholders at the meeting at which such removal is effected by the affirmative vote of holders of at least two-thirds of the shares of our stock entitled to vote for the election of directors; otherwise, the board of directors, by the affirmative vote of two-thirds of the directors then in office, will fill the vacancy; and

·  
the authorized number of directors may be changed only by a resolution adopted by a majority of the entire board of directors, which is based on the total number of director positions, including vacant positions, and the board of directors, by the affirmative vote of two-thirds of the directors then in office, may appoint new directors to fill any newly created directorships.

These additional provisions may be amended only by the affirmative vote of holders of two-thirds of the shares of our stock entitled to vote generally on the election of directors.
 
In addition, our restated certificate of incorporation generally provides that stockholders must give us advance notice, at least 120 days prior to the anniversary of the mailing of the previous year’s proxy materials, of a proposed nominee for director or of any business to be brought by a stockholder before an annual stockholders’ meeting.  The notice must contain specified information.
 
Our restated certificate of incorporation also provides that the following transactions require the affirmative vote of holders of at least two-thirds of the shares of our stock entitled to vote generally on the election of directors, unless the transaction has been approved by two-thirds of the directors then in office (in which case approval by holders of a majority of the votes cast by holders entitled to vote on the matter is sufficient):
 
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·  
our merger or consolidation with any other corporation, other than a merger or consolidation with a wholly owned direct or indirect subsidiary in which we are the surviving corporation and all of our stockholders retain the same proportional voting and equity interest which they had in us prior to the consummation of the transaction; or

·  
any sale, lease, exchange or other disposition other than in the ordinary course of business to another entity or person of our assets in excess of 25% of the value of our gross assets on a consolidated basis at the time of the transaction.

This provision may be amended only by the affirmative vote of holders of two-thirds of our stock entitled to vote generally in the election of directors.
 
Stockholder Rights Plan
 
Under our stockholder rights plan, a right to purchase our Junior Participating Cumulative Preferred Stock attaches to each outstanding share of our common stock.  Until they become exercisable, the rights trade together with our common stock.  The rights become exercisable ten business days following the occurrence of one of the following events:
 
·  
a public announcement is made by us or an “Acquiring Person,” or a notice is provided by such person to us, that the person has become an Acquiring Person.  An “Acquiring Person” is a person or group of persons who have acquired 20% or more of our outstanding common stock, and the time of the public announcement or notice is referred to as the “Stock Acquisition Time.”

·  
the earlier of commencement of, or public announcement of the intention of a person to commence, a tender or exchange offer, for an amount of our common stock which, together with shares already owned by such person, constitutes 20% or more of our outstanding common stock.

·  
a person (including affiliates and associates of such person) becomes beneficial owner of an amount of our outstanding common stock determined by the board of directors to be substantial (at least 10%), and a majority of the non-officer members of the board of directors determines that the person’s beneficial ownership is intended to cause us to repurchase the person’s shares or take other specified actions where the board of directors determines that the best long-term interests of us or our stockholders would not be served by taking such actions at that time, or is causing or is reasonably likely to cause a material adverse impact on our business or prospects.  A person subject to such a determination is referred to as an “Adverse Person.”

Upon the rights becoming exercisable, if a person has become an Acquiring Person or an Adverse Person, all holders of rights except such Acquiring Person or Adverse Person will have the right to receive, upon exercise of a right at the then-current exercise price, a specified number of shares of common stock generally worth two times the exercise price.  If, after the Stock Acquisition Time, we are acquired in a merger or other specified business combination transaction, or if specified portions of our assets or earning power is acquired, holders of rights generally may purchase common stock of the other party at a similar discount.  The rights are redeemable by us under certain circumstances at a redemption price of $.01 per right.  The rights will expire on September 13, 2009, unless previously redeemed.

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The ability of the stockholders other than the Acquiring Person to purchase additional shares at a discount, among other provisions in the stockholder rights plan, could cause an unapproved takeover to be much more expensive to a potential acquirer, resulting in a strong incentive for the potential acquirer to negotiate with our board of directors to redeem the rights or approve the transaction, rather than pursue a hostile strategy.

Limitation on Liability and Indemnification Matters

Our restated certificate of incorporation provides that none of our directors will be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to us or our stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law (3) under Section 174 of the Delaware General Corporation Law (relating to unlawful payments of dividends or stock repurchases), or (4) for any transaction from which the director derived an improper personal benefit.  In addition, our restated certificate of incorporation provides for indemnification, to the fullest extent permitted by the Delaware General Corporation Law, of every person made or threatened to be made a party to any action, suit or proceeding by reason of the fact that the person is or was a director, officer, employee or agent of ours or is or was serving at our request in one of the same capacities for another enterprise, against all expense, liability and loss reasonably incurred or suffered by such person in connection with the action, suit or proceeding.  Provisions having the same general effect also are included in our by-laws.

Transfer Agent and Registrar
 
Computershare Trust Company, Inc. serves as the registrar and transfer agent for the common stock.
 
Stock Exchange Listing
 
Our common stock is listed on the New York Stock Exchange under the trading symbol “CHD.”

PLAN OF DISTRIBUTION

We may offer and sell the securities from time to time as follows:
 
·  
through agents;

·  
to dealers;
 
29
 
·  
to underwriters;

·  
directly to other purchasers; or

·  
through a combination of any of these methods of sale.

The distribution of the securities may be made from time to time in one or more transactions, either:

·  
at a fixed price or prices, which may be changed;

·  
at market prices prevailing at the time of sale;

·  
at prices related to prevailing market prices;

·  
at prices determined by an auction process; or

·  
at negotiated prices.

Through Agents

We and the agents designated by us may solicit offers to purchase securities.  Agents that participate in the distribution of securities may be deemed underwriters under the Securities Act of 1933.  Any agent will be acting on a “best efforts” basis for the period of its appointment, unless we indicate differently in the prospectus supplement.

To Dealers

The securities may be sold to a dealer as principal.  The dealer may then resell the securities to the public at varying prices determined by it at the time of resale.  The dealer may be deemed to be an underwriter under the Securities Act of 1933.

To Underwriters

We may sell securities to one or more underwriters under an underwriting agreement that we enter into with them at the time of sale.  The names of the underwriters will be set forth in the prospectus supplement, which will be used by the underwriters to resell the securities.

In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions.  If the applicable prospectus supplement indicates, in connection with such a transaction, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions.  If so, the third party may use securities pledged by us or borrowed from us or others to settle such sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of a derivative transaction to close out any related open borrowings of stock.  We otherwise may loan or pledge securities to a financial institution or other third party that in turn may sell the loaned securities or, in an event of default in the case of a pledge, sell the pledged securities, in either case using this prospectus and the applicable prospectus supplement.

30
 
Direct Sales

We may sell securities directly to you, without the involvement of underwriters or agents.

General Information

Any underwriters or agents will be identified and their compensation described in a prospectus supplement.

We may have agreements with the underwriters, dealers and agents to indemnify them against certain civil liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments they may be required to make.

Underwriters, dealers and agents may engage in transactions with, or perform services for, us or our subsidiaries in the ordinary course of their businesses.
 
VALIDITY OF SECURITIES

Unless otherwise indicated in the applicable prospectus supplement, the validity of the securities offered by this prospectus will be passed upon for us by Morgan, Lewis & Bockius LLP.
 
EXPERTS

The consolidated financial statements, the related financial statements schedules, incorporated in this Prospectus by reference to the Company’s Annual Report on Form 10-K, and the effectiveness of Church & Dwight Co., Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference.  Such consolidated financial statements and financial statement schedules have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.
 
31
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 14. Other Expenses of Issuance and Distribution.
 
The following table lists the estimated expenses to be incurred by the registrant in connection with the offer and sale of securities registered under this registration statement.
 
SEC registration fee
  
$    *
Legal fees and expenses
  
**
Accounting fees and expenses
  
**
Printing fees
  
**
Trustee fees and expenses
  
**
Rating Agency fees
  
**
Miscellaneous
  
**
Total
  
$
 
 
*
Deferred in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933.
 
 
**
These fees will be dependent on the type of securities offered and number of offerings and, therefore, cannot be estimated at this time.
 
Item 15. Indemnification of Directors and Officers.
 
The registrant is organized under the laws of the State of Delaware.  The General Corporation Law of the State of Delaware, as amended (the “GCL”), provides that a Delaware corporation has the power to indemnify 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 (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation in such capacity in another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.  In the case of an action or suit brought by or in the right of the corporation, indemnification of any director, officer, employee and other agent against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit is permitted if such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation; however, no indemnification is permitted in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the Delaware Court of Chancery, or the court in which such action or suit was brought, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.  Article Seventh of the registrant’s restated certificate of incorporation provides for the indemnification of directors, officers, employees and agents of the registrant to the fullest extent permitted by the GCL.
 
II - 1
 
Under the GCL, a Delaware corporation has the power to purchase and maintain insurance on behalf of any director, officer, employee or other agent of the registrant or, if serving in such capacity at the request of the registrant, of another enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation has the power to indemnify such person against such liability under the GCL.  Article Seventh of the registrant’s restated certificate of incorporation authorizes the purchase of such insurance, and the registrant has purchased directors and officers liability insurance.  A Delaware corporation also may, with certain limitations, set forth in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of a fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (1) for any breach of the director’s duty of loyalty to the registrant or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law (3) under Section 174 of the GCL (relating to unlawful payments of dividends or stock repurchases), or (4) for any transaction from which the director derived an improper personal benefit.  Article Seventh of the registrant’s restated certificate of incorporation includes such a provision.
 
Item 16. Exhibits.
 
Exhibit Number
Description
4.1
Form of Indenture between the registrant and The Bank of New York Mellon, as Trustee, relating to the Senior Debt (including the form of Senior Debt Security).
4.2
Form of Indenture between the registrant and The Bank of New York Mellon, as Trustee, relating to the Subordinated Debt (including the form of Subordinated Debt Security).
4.3
Rights Agreement, dated as of August 20, 1999, between the Registrant and Chase Mellon Shareholder Services L.L.C., as Rights Agent, incorporated herein by reference to the amendment to the registrant’s registration statement on Form 8-A, filed on October 12, 1999.
 
5
Opinion of Morgan, Lewis & Bockius LLP.
12
Computation of ratio of earnings to fixed charges.
23.1
Consent of Deloitte & Touche LLP.
23.2
Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5 to this registration statement).
24
Powers of Attorney (included on the signature page of this registration statement).
25.1
Form T-1 Statement of Eligibility under Trust Indenture Act of 1939 of The Bank of New York Mellon, as Trustee under the Indenture relating to the Senior Debt Securities.
25.2
Form T-1 Statement of Eligibility under Trust Indenture Act of 1939 of The Bank of New York Mellon, as Trustee under the Indenture relating to the Subordinated Debt Securities.
 
II - 2
 
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 this 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 a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
 
II - 3
 
 
(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 (i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in 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, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of 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 the purpose of determining liability under the Securities Act of 1933 to any purchaser:
 
 
(A)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
 
 
(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus.  As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.  Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
 
II - 4
 
 
(5)
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
 
 
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
 
 
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
 
 
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
 
 
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
 
 
(6)
That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
II - 5
 
The undersigned registrant undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
 
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of a 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 Act and will be governed by the final adjudication of such issue.
 
II - 6
 
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 Princeton, New Jersey, on February 24, 2009.
 

 
 
CHURCH & DWIGHT CO., INC
 
By:
/s/ James R. Craigie                                           
   
James R. Craigie
   
President and Chief Executive Officer

 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
Each person in so signing also makes, constitutes and appoints James R. Craigie, Matthew T. Farrell and Susan E. Goldy, and each of them acting alone, his or her true and lawful attorney-in-fact, with full power of substitution, to execute and cause to be filed with the Securities and Exchange Commission pursuant to the requirements of the Securities Act of 1933, as amended, any and all amendments and post-effective amendments to this Registration Statement, with exhibits to such registration statements and amendments and other documents in connection therewith, and hereby ratifies and confirms all that said attorney-in-fact or his or her substitute or substitutes may do or cause to be done by virtue hereof.
 
Signature
  
Title
  
Date
 
/s/ T. Rosie Albright
  
 
Director
  
 
February 24, 2009
T. Rosie Albright
        
 
/s/ James R. Craigie
  
 
Chairman, Chief Executive Officer and Director (principal executive officer)
  
 
February 24, 2009
James R. Craigie
      
 
/s/ Robert A. Davies, III
  
 
Director
  
 
February 24, 2009
Robert A. Davies, III
        
 
/s/ Rosina B. Dixon
  
 
Director
  
 
February 24, 2009
Rosina B. Dixon
        
 
[Signatures continued on next page]
 
II - 7

 
[Signatures continued from previous page]
 
/s/ Bradley C. Irwin
  
Director
  
February 24, 2009
Bradley C. Irwin
        
 
/s/ J. Richard Leaman, Jr.
  
 
Director
  
 
February 24, 2009
J. Richard Leaman, Jr.
        
 
/s/ Robert D. LeBlanc
  
 
Director
  
 
February 24, 2009
Robert D. LeBlanc
        
 
/s/ Robert A. McCabe
  
 
Director
  
 
February 24, 2009
Robert A. McCabe
        
 
/s/ Ravi K. Saligram
  
 
Director
  
 
February 24, 2009
Ravi K. Saligram
        
 
/s/ Robert K. Shearer
  
 
Director
  
 
February 24, 2009
Robert K. Shearer
        
 
/s/ John O. Whitney
 
 
 
Director
  
 
February 24, 2009
John O. Whitney
        
 
/s/ Art Winkleblack
  
 
Director
  
 
February 24, 2009
Art Winkleblack
        
 
/s/ Matthew T. Farrell
  
 
Executive Vice President and Chief Financial Officer (principal financial officer)
  
 
February 24, 2009
Matthew T. Farrell
      
 
/s/ Steven J. Katz
  
 
Vice President and Controller (principal accounting officer)
  
 
February 24, 2009
Steven J. Katz
      
 
II - 8
 
INDEX TO EXHIBITS
 
Exhibit Number
Description
4.1
Form of Indenture between the registrant and The Bank of New York, as Trustee, relating to the Senior Debt (including the form of Senior Debt Security).
4.2
Form of Indenture between the registrant and The Bank of New York, as Trustee, relating to the Subordinated Debt (including the form of Subordinated Debt Security).
4.3
Rights Agreement, dated as of August 20, 1999, between the Registrant and Chase Mellon Shareholder Services L.L.C., as Rights Agent, incorporated herein by reference to the amendment to the registrant’s registration statement on Form 8-A, filed on October 12, 1999.
5
Opinion of Morgan, Lewis & Bockius LLP.
12
Computation of ratio of earnings to fixed charges.
23.1
Consent of Deloitte & Touche LLP.
23.2
Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5 to this registration statement).
24
Powers of Attorney (included on the signature page of this registration statement).
25.1
Form T-1 Statement of Eligibility under Trust Indenture Act of 1939 of The Bank of New York, as Trustee under the Indenture relating to the Senior Debt Securities.
25.2
Form T-1 Statement of Eligibility under Trust Indenture Act of 1939 of The Bank of New York, as Trustee under the Indenture relating to the Subordinated Debt Securities.