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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 3, 2001
REGISTRATION NO. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AVERY DENNISON CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 95-1492269
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
150 NORTH ORANGE GROVE BOULEVARD
PASADENA, CALIFORNIA 91103
(626) 304-2000
(Address, including ZIP Code, and telephone number, including area code, of
Registrant's principal executive offices)
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ROBERT G. VAN SCHOONENBERG, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
AVERY DENNISON CORPORATION
150 NORTH ORANGE GROVE BOULEVARD
PASADENA, CALIFORNIA 91103
(626) 304-2000
(Name, address, including ZIP code, and telephone number, including area code,
of agent for service)
COPIES TO:
THOMAS W. DOBSON, ESQ.
LATHAM & WATKINS
633 WEST FIFTH STREET, SUITE 4000
LOS ANGELES, CALIFORNIA 90071
(213) 485-1234
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT, AS
DETERMINED BY THE REGISTRANT.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED (1) REGISTERED(1) PRICE(2) FEE
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Debt Securities, Preferred Stock, $1.00
par value, Depositary Shares, Common
Stock, $1.00 par value, and Warrants of
Avery Dennison Corporation (3)........... $600,000,000 $600,000,000 $150,000
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Rights to Purchase Participating
Preferred Stock, $1.00 par value, of
Avery Dennison Corporation (4)........... -- -- --
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(1) An indeterminate principal amount or number of debt securities, common
stock and/or preferred stock, depositary shares or warrants of Avery
Dennison as may from time to time be issued at indeterminate prices, in
United States dollars or the equivalent thereof in any other currency,
composite currency or currency unit, as shall result in an aggregate
initial offering price for all securities in an amount not to exceed
$600,000,000.
(2) Estimated solely for the purpose of calculating the registration fee, which
is calculated in accordance with Rule 457(o) of the rules and regulations
under the Securities Act of 1933. Rule 457(o) permits the registration fee
to be calculated on the basis of the maximum offering price of all of the
securities listed and, therefore, the table does not specify by each class
information as to the amount to be registered, the proposed maximum
offering price per unit or the proposed maximum aggregate offering price.
(3) This registration statement also covers such indeterminate number of
securities that may be issued upon exchange for, or upon conversion of, as
the case may be, the securities registered hereunder.
(4) The Rights are attached to and traded with the common stock. The value
attributable to the Rights, if any, is reflected in the value of the common
stock.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JULY 3, 2001
PROSPECTUS
$600,000,000
AVERY DENNISON CORPORATION
DEBT SECURITIES, PREFERRED STOCK, DEPOSITARY SHARES,
COMMON STOCK AND WARRANTS
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We may offer and sell the securities from time to time in one or more
offerings. This prospectus provides you with a general description of the
securities we may offer.
Each time we sell securities we will provide a supplement to this
prospectus that contains specific information about the offering and the terms
of the securities. The supplement may also add, update or change information
contained in this prospectus. You should carefully read this prospectus and any
supplement before you invest in any of our securities.
We may offer and sell the following securities:
- debt securities;
- preferred stock;
- preferred stock represented by depositary shares;
- common stock; and
- warrants to purchase debt securities, common stock, preferred
stock or depositary shares.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR COMPLETENESS OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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The date of this prospectus is ________, 2001.
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TABLE OF CONTENTS
PAGE
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ABOUT THIS PROSPECTUS...................................................... 1
WHERE YOU CAN FIND MORE INFORMATION........................................ 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................ 2
FORWARD-LOOKING STATEMENTS................................................. 2
AVERY DENNISON CORPORATION................................................. 3
RATIO OF EARNINGS TO FIXED CHARGES......................................... 3
USE OF PROCEEDS............................................................ 4
DESCRIPTION OF SECURITIES.................................................. 4
DESCRIPTION OF DEBT SECURITIES............................................. 4
DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK............................ 13
DESCRIPTION OF DEPOSITARY SHARES........................................... 17
DESCRIPTION OF WARRANTS.................................................... 20
PLAN OF DISTRIBUTION....................................................... 22
LEGAL MATTERS.............................................................. 24
EXPERTS.................................................................... 24
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ABOUT THIS PROSPECTUS
This prospectus is part of a "shelf" registration statement that we
filed with the United States Securities and Exchange Commission, or the "SEC."
By using a shelf registration statement, we may sell up to $600,000,000
aggregate offering price of any combination of the securities described in this
prospectus from time to time and in one or more offerings. This prospectus only
provides you with a general description of the securities that we may offer.
Each time we sell securities, we will provide a supplement to this prospectus
that contains specific information about the terms of the securities. The
supplement may also add, update or change information contained in this
prospectus. Before purchasing any securities, you should carefully read both
this prospectus and any supplement, together with the additional information
described under the heading "Where You Can Find More Information."
You should rely only on the information contained or incorporated by
reference in this prospectus and in any supplement. We have not authorized any
other person to provide you with different information. If anyone provides you
with different or inconsistent information, you should not rely on it. We will
not make an offer to sell these securities in any jurisdiction where the offer
or sale is not permitted. You should assume that the information appearing in
this prospectus and the supplement to this prospectus is accurate as of the date
on their respective covers. Our business, financial condition, results of
operations and prospects may have changed since those dates.
When we refer to "we," "our" and "us" in this prospectus, we mean Avery
Dennison Corporation, excluding, unless the context otherwise requires or as
otherwise expressly stated, our subsidiaries. When we refer to "you" or "yours,"
we mean the holders of the applicable series of securities.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the SEC.
Information filed with the SEC by us can be inspected and copied at the Public
Reference Room maintained by the SEC and at the Regional Offices of the SEC as
follows:
Chicago Regional Office
Public Reference Room New York Regional Office Citicorp Center
450 Fifth Street, N.W. 7 World Trade Center 500 West Madison Street
Room 1024 Suite 1300 Suite 1400
Washington, D.C. 20549 New York, New York 10048 Chicago, Illinois 60661- 2551
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates. Further information on the operation of the
SEC's Public Reference Room in Washington, D.C. can be obtained by calling the
SEC at 1-800-SEC-0330.
The SEC also maintains a web site that contains reports, proxy
statements and other information about issuers, such as us, who file
electronically with the SEC. The address of that site is http://www.sec.gov.
Our common stock is listed on the New York Stock Exchange (NYSE: AVY),
and reports, proxy statements and other information concerning us can also be
inspected at the offices of the New York Stock Exchange at 20 Broad Street, New
York, New York 10005. Our web site address is http://www.averydennison.com. The
information on our web site, however, is not, and should not be deemed to be, a
part of this prospectus.
This prospectus is part of a registration statement that we filed with
the SEC. The full registration statement may be obtained from the SEC or us, as
indicated below. Forms of the indenture and other
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documents establishing the terms of the offered securities are filed as exhibits
to the registration statement. Statements in this prospectus about these
documents are summaries. You should refer to the actual documents for a more
complete description of the relevant matters.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The rules of the SEC allow us to "incorporate by reference" information
into this prospectus, which means that we can disclose important information to
you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this prospectus,
and later information that we file with the SEC will automatically update and
supersede that information. The prospectus incorporates by reference the
documents set forth below that we have previously filed with the SEC. These
documents contain important information about us.
- our Annual Report on Form 10-K filed with the SEC on March 29,
2001;
- our Quarterly Report on Form 10-Q filed with the SEC on May 14,
2001;
- the description of our preferred share purchase rights contained
in our registration statement on Form 8-A filed with the SEC on
October 24, 1997; and
- all documents filed by us with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act after
the date of this prospectus and before the termination of the
offering.
You may request a free copy of any of the documents incorporated by
reference in this prospectus (other than exhibits, unless they are specifically
incorporated by reference in the documents) by writing or telephoning us at the
following address:
Secretary
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103
(626) 304-2000
FORWARD-LOOKING STATEMENTS
This prospectus, including the documents that we incorporate by
reference, contains certain "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). Such statements are indicated by words
such as "anticipate," "assume," "believe," "continue," "estimate," "expect,"
"intend," "may," "plan," "potential," "project," "should," "target," "will," and
other expressions, which refer to future events and trends, and identify
forward-looking statements that involve risks and uncertainties. We caution that
forward-looking statements are not guarantees because there are inherent and
obvious difficulties in attempting to predict the outcome of future events.
Therefore, actual results may differ materially from those expressed or implied.
We have based these forward-looking statements on our current expectations and
projections about future events. Our ability to attain management's goals and
objectives are materially dependent on numerous factors, including, among other
things, factors discussed in our filings with the SEC and the following:
- the effect of general economic conditions and growth (or
contraction) of the principal economies in which we operate,
including the United States, Canada, Europe, Latin America and
the Asia-Pacific region;
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- fluctuations in currencies;
- the availability and cost of raw materials and the ability to
control or pass on the costs of raw materials and labor;
- industry concentration in certain portions of our business,
leading to sales of certain types of products being concentrated
in a few major customers;
- our ability to develop and successfully market new products and
to develop, acquire and retain necessary intellectual property
rights; and
- other miscellaneous factors such as the effects of interest rate
increases, legal and administrative cases and proceedings,
changes in customer demand or businesses, loss of significant
contracts or customers, potential for customers to purchase
substitute products, etc.
The factors identified above are believed to be some, but not all, of
the important factors that could cause actual events and results to be
materially different from those that may be expressed or implied in any such
forward-looking statements. Any forward-looking statements should also be
considered in light of the factors detailed in Exhibit 99 of our Annual Report
on Form 10-K for the year ended December 30, 2000.
AVERY DENNISON CORPORATION
Our principal business is the production of pressure-sensitive adhesives
and materials and the production of consumer and converted products. Some of
these materials are "converted" into labels and other products through
embossing, printing, stamping and die-cutting, and some are sold in unconverted
form as base materials, tapes and reflective sheeting. We also manufacture and
sell a variety of consumer and converted products and other items not involving
pressure-sensitive components, such as notebooks, three-ring binders, organizing
systems, markers, fasteners, business forms, reflective highway safety products,
tickets, tags and imprinting equipment.
We manufacture and sell these products from approximately 200
manufacturing facilities and sales offices located in 42 countries, and employ
approximately 18,800 persons worldwide. International operations, principally in
Western Europe, constitute a significant portion of our business. In addition,
we are currently expanding our operations in Asia Pacific, Latin America and
Eastern Europe.
Our principal executive offices are located at 150 North Orange Grove
Boulevard, Pasadena, California 91103 and our telephone number is (626)
304-2000.
RATIO OF EARNINGS TO FIXED CHARGES
Our ratios of earnings to fixed charges are as follows for the periods
indicated:
THREE MONTHS
ENDED MARCH 31, FISCAL YEAR ENDED
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2001 2000 1999 1998 1997 1996
--- ---- ---- ---- ---- ----
Ratio of earnings
to fixed charges..... 5.9 6.7 6.3 7.4 7.3 5.9
--- --- --- --- --- ---
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We have computed the ratio of earnings to fixed charges by dividing
earnings by fixed charges. For this purpose, "earnings" consist of income before
taxes plus fixed charges (excluding capitalized interest), and "fixed charges"
consist of interest expense, capitalized interest, amortization of debt issuance
costs and the portion of rent expense (estimated to be 35%) on operating leases
deemed representative of interest.
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the securities for
general corporate purposes, including repaying, redeeming or repurchasing
existing debt, and for working capital, capital expenditures and acquisitions.
We may invest funds not required immediately for such purposes in short-term
investment grade securities.
DESCRIPTION OF SECURITIES
The following is a general description of the terms and provisions of
the securities we may offer and sell by this prospectus. These summaries are not
meant to be a complete description of each security. This prospectus and any
accompanying prospectus supplement will contain the material terms and
conditions for each security. The prospectus supplement may add, update or
change the terms and conditions of the securities as described in this
prospectus. For more information about the securities offered by us, please
refer to the indenture, dated as of July __, 2001, between us and Chase
Manhattan Bank and Trust Company, National Association. The form of the
indenture is filed as an exhibit to the registration statement. The trustee
under the indenture is referred to as the "indenture trustee." The indenture is
subject to and governed by the Trust Indenture Act of 1939, and may be
supplemented or amended from time to time following its execution.
DESCRIPTION OF DEBT SECURITIES
The following description discusses the general terms and provisions of
the debt securities that we may offer by this prospectus. The debt securities
will be issued as senior debt securities, will be unsecured obligations and will
rank equally with all of our other unsecured and unsubordinated debt.
The debt securities will be governed by the indenture. The indenture
gives us broad authority to set the particular terms of each series of debt
securities, including the right to modify certain of the terms contained in the
indenture. The particular terms of a series of debt securities and the extent,
if any, to which the particular terms of the issue modify the terms of the
indenture will be described in the prospectus supplement relating to the debt
securities.
The indenture contains the full legal text of the matters described in
this section. Because this section is a summary, it does not describe every
aspect of the debt securities or the indenture. This summary is subject to and
qualified in its entirety by reference to all the provisions of the indenture,
including definitions of terms used in the indenture. We also include references
in parentheses to certain sections of the indenture. Whenever we refer to
particular sections or defined terms of the indenture in this prospectus or in a
prospectus supplement, these sections or defined terms are incorporated by
reference herein or in the prospectus supplement. This summary also is subject
to and qualified by reference to the description of the particular terms of the
debt securities in the applicable prospectus supplement.
GENERAL
We may issue an unlimited amount of debt securities under the indenture
in one or more series. We need not issue all debt securities of one series at
the same time and, unless otherwise provided, we may reopen a series, without
the consent of the holders of the debt securities of that series, for issuances
of additional debt securities of that series.
The debt securities will be unsecured obligations.
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Prior to the issuance of each series of debt securities, the terms of the
particular securities will be specified in a board resolution of Avery Dennison
and in a supplemental indenture (including any pricing supplement) or in one or
more officer's certificates of Avery Dennison. We refer you to the applicable
prospectus supplement for a description of the following terms of the series of
debt securities:
(a) the title of the debt securities;
(b) any limit upon the principal amount of the debt securities;
(c) the person to whom interest is payable if other than the person in
whose name the debt securities are registered;
(d) the date or dates on which principal will be payable or how to
determine the dates and the right, if any, to shorten or extend the date on
which principal will be payable and the conditions to any such change;
(e) the rate or rates or method of determination of interest; the date
from which interest will accrue; the dates on which interest will be payable,
which we refer to as the "interest payment dates;" and any record dates for the
interest payable on the interest payment dates;
(f) whether we may extend the interest payment periods and, if so, the
terms of any extension;
(g) the place where we will pay principal, premium and interest on the
debt securities;
(h) the period or periods during which, and the price or prices at
which, and the terms and conditions at which the debt securities may be
redeemed, in whole or in part, at our option;
(i) any obligation, if any, we have to redeem or purchase the debt
securities under any sinking fund, purchase fund or analogous provisions or at
the option of a holder and the details of that obligation;
(j) the denominations in which the debt securities will be issuable (if
other than denominations of $1,000 and any integral multiple thereof);
(k) any index or formula for determining the amount of principal of,
premium and interest on the debt securities, and the manner of determining those
amounts;
(l) the currency, currencies or currency units in which we will pay
principal, premium and interest on the debt securities and, if other than the
currency of the United States of America, the manner of determining the
equivalent thereof in the currency of the United States of America;
(m) the currency, currencies or currency units in which the principal,
premium and interest on the debt securities will be paid, if, at our election or
the election of the holders, such principal, premium and interest is to be paid
in currencies or currency units other than those the debt securities are stated
to be payable, and the terms and conditions upon which such election is to be
made;
(n) any provision relating to deferral of interest payments;
(o) whether the debt securities are to be issued in whole or in part in
the form of one or more global debt securities and, if so, the identity of the
depositary for the global debt securities;
(p) any rights of the holders to convert the debt securities into other
securities or property and the terms and conditions of conversion;
(q) any addition, modification or deletion to any events of default or
covenants that apply to the debt securities; and
(r) any other terms of the debt securities. (See Section 301.)
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One or more series of the debt securities may be issued as discounted
debt securities (bearing no interest or interest at a rate which at the time of
issuance is below market rates) to be sold at a substantial discount below their
stated principal amount. Federal income tax consequences and other special
considerations applicable to any such discounted debt securities will be
described in the applicable prospectus supplement.
Indexed debt securities may be issued with the principal amount payable
at maturity, or the amount of interest payable on an interest payment date, to
be determined by reference to a currency exchange rate, composite currency,
commodity price or other financial or non-financial index as set forth in the
applicable pricing supplement. Holders of indexed debt securities may receive a
principal amount at maturity that is greater than or less than the face amount
of such debt securities depending upon the value at maturity of the applicable
index. Information as to the methods for determining the principal amount
payable at maturity or the amount of interest payable on an interest payment
date, as the case may be, any currency or commodity market to which principal or
interest is indexed, foreign exchange and other risks and certain additional tax
and other considerations with respect to indexed debt securities will be set
forth in the applicable pricing supplement.
PAYMENT OF DEBT SECURITIES--INTEREST
Unless indicated differently in a prospectus supplement, we will pay
interest on the debt security on each interest payment date to the person in
whose name the debt security is registered as of the close of business on the
regular record date relating to the interest payment date.
However, if we default in paying interest on a debt security, we will
pay defaulted interest in either of the two following ways:
(a) We will first propose to the indenture trustee the amount of
defaulted interest proposed to be paid and a payment date for the defaulted
interest. Next, the indenture trustee will choose a special record date for
determining which registered holders are entitled to the payment. The special
record date will be between 10 and 15 days before the payment date we propose.
Finally, we will pay the defaulted interest on the payment date to the
registered holder of the debt security as of the close of business on the
special record date.
(b) Alternatively, we can propose to the indenture trustee any other
lawful manner of payment that is consistent with the requirements of any
securities exchange on which the debt securities are listed for trading. If the
indenture trustee believes the proposal is practicable, payment will be made as
proposed. (See Section 307.)
PAYMENT OF DEBT SECURITIES--PRINCIPAL
Unless we indicate differently in a prospectus supplement, we will pay
principal of and any premium on the debt securities at stated maturity, upon
redemption or otherwise, upon presentation of the debt securities at the office
of the indenture trustee, as our paying agent. Any other paying agent initially
designated for the debt securities of a particular series will be named in the
applicable prospectus supplement.
In our discretion, we may change the place of payment on the debt
securities. (See Section 1002.)
FORM; TRANSFERS; EXCHANGES
The debt securities will be issued:
(a) only in fully registered form;
(b) without interest coupons; and
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(c) unless otherwise specified in a prospectus supplement, in
denominations that are integral multiples of $1,000.
You may have your debt securities divided into debt securities of
smaller denominations (of at least $1,000) or combined into debt securities of
larger denominations, as long as the total principal amount is not changed. This
is called an "exchange." (See Section 305.)
You may exchange or transfer debt securities at the office of the
indenture trustee. The indenture trustee acts as our agent for registering debt
securities in the names of holders and transferring debt securities. We may
appoint another agent or act as our own agent for this purpose. The entity
performing the role of maintaining the list of registered holders is called the
"security registrar." It will also perform transfers. (See Section 305.)
In our discretion, we may change the place for registration of transfer
or exchange of the debt securities and may remove and/or appoint one or more
additional security registrars. (See Sections 301, 305 and 1002.)
Except as otherwise provided in a prospectus supplement, there will be
no service charge for any transfer or exchange of the debt securities, but you
may be required to pay a sum sufficient to cover any tax or other governmental
charge payable in connection with the transfer or exchange. We may block the
transfer or exchange of (a) debt securities during a period of 15 days prior to
giving any notice of redemption or (b) any debt security selected for redemption
in whole or in part, except the unredeemed portion of any debt security being
redeemed in part. (See Section 305.)
REDEMPTION
We will set forth any terms for the redemption of debt securities in a
prospectus supplement. Unless we indicate differently in a prospectus
supplement, all or any portion of the debt securities may be redeemed at our
option at any time and from time to time. The debt securities will be redeemable
upon notice by mail between 30 and 60 days prior to the redemption date. If less
than all of the debt securities of any series or any tranche of a series are to
be redeemed, the indenture trustee will select the debt securities to be
redeemed. In the absence of any provision for selection, the indenture trustee
will choose a method of random selection it deems fair and appropriate. (See
Sections 1102, 1103 and 1104.)
Debt securities will cease to bear interest on the redemption date. We
will pay the redemption price and any accrued interest once you surrender the
debt security for redemption. (See Section 1106.) If only part of a debt
security is redeemed, the indenture trustee will deliver to you a new debt
security of the same series for the remaining portion without charge. (Section
1107.)
Prior to the date fixed for redemption, we will deposit with the paying
agent money sufficient to pay the redemption price and accrued interest on all
debt securities to be redeemed on that date. (See Section 1105.)
EVENTS OF DEFAULT
An "event of default" occurs with respect to debt securities of any
series if:
(a) we do not pay any interest on any debt securities of the applicable
series within 30 days of the due date (following any deferral allowed under the
terms of the debt securities and elected by us);
(b) we do not pay principal or premium on any debt securities of the
applicable series on its due date;
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(c) we do not deposit any sinking fund payment when and if due by the
terms of the applicable series of debt securities;
(d) we default in the performance or remain in breach of a covenant
(excluding covenants not applicable to the affected series) in the indenture or
the debt securities for 90 days after we receive a written notice of default
stating we are in default or breach and requiring remedy of the default or
breach; the notice must be sent by either the indenture trustee or registered
holders of at least 25% of the principal amount of debt securities of the
affected series;
(e) we file for bankruptcy or other specified events in bankruptcy,
insolvency, receivership or reorganization occur; or
(f) any other event of default specified in the prospectus supplement
occurs. (See Section 501.)
No event of default with respect to a series of debt securities
necessarily constitutes an event of default with respect to the debt securities
of any other series issued under the indenture.
REMEDIES
Acceleration
If an event of default occurs and is continuing with respect to any
series of debt securities, then either the indenture trustee or the registered
holders of not less than 25% in principal amount of the outstanding debt
securities of that series may declare the principal amount of all of the debt
securities of that series to be due and payable immediately. (See Section 502.)
Rescission of Acceleration
After the declaration of acceleration has been made and before the
indenture trustee has obtained a judgment or decree for payment of the money due
on any series of debt securities, the registered holders of not less than a
majority in aggregate principal amount of the outstanding debt securities of
that series may rescind and annul the declaration and its consequences, if:
(a) we pay or deposit with the indenture trustee a sum sufficient to
pay:
(1) all overdue interest, other than interest which has
become due by declaration of acceleration;
(2) the principal of and any premium which have become due
other than by the declaration of acceleration and
overdue interest on these amounts;
(3) interest on overdue interest, other than interest which
has become due by declaration of acceleration, to the
extent lawful;
(4) all amounts due to the indenture trustee under the
indenture; and
(b) all events of default with respect to the affected series, other
than the nonpayment of the principal and interest which has become due solely by
the declaration of acceleration, have been cured or waived as provided in the
indenture. (See Section 502.)
For more information as to waiver of defaults, see "Waiver of Default
and of Compliance" below.
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Control by Registered Holders; Limitations
If an event of default with respect to the debt securities of any series
occurs and is continuing, the registered holders of a majority in principal
amount of the outstanding debt securities of that series, voting as a single
class, without regard to the holders of outstanding debt securities of any other
series that may also be in default will have the right to:
(a) direct the time, method and place of conducting any proceeding for
any remedy available to the indenture trustee; or
(b) exercise any trust or power conferred on the indenture trustee with
respect to the debt securities of the series.
These rights of registered holders to make direction are subject to the
following limitations:
(a) the registered holders' directions will not conflict with any law or
the indenture;
(b) the indenture trustee may take any other action it deems proper
which is consistent with the registered holders' direction; and
(c) the direction is not unduly prejudicial to the rights of holders of
the debt securities of that series who do not join that.
The registered holders' directions may not involve the indenture trustee
in personal liability where the indenture trustee believes indemnity is not
adequate. (See Sections 512 and 601.)
In addition, the indenture provides that no registered holder of any
debt security of any series will have any right to institute any proceeding,
judicial or otherwise, with respect to the indenture for the appointment of a
receiver or for any other remedy under the indenture unless:
(a) that registered holder has previously given the indenture trustee
written notice of a continuing event of default;
(b) the registered holders of not less than 25% in aggregate principal
amount of the outstanding debt securities of the affected series have made
written request to the indenture trustee to institute proceedings in respect of
an event of default and have offered the indenture trustee reasonable security
or indemnity satisfactory to it against costs and liabilities incurred in
complying with the request;
(c) for 60 days after receipt of the notice, the indenture trustee has
failed to institute a proceeding and no direction inconsistent with the request
has been given to the indenture trustee during the 60-day period by the
registered holders of a majority in aggregate principal amount of outstanding
debt securities of the affected series.
Furthermore, no registered holder will be entitled to institute any
action if and to the extent that the action would disturb or prejudice the
rights of other registered holders. (See Section 507.)
However, each registered holder has an absolute and unconditional right
to receive payment when due and to bring a suit to enforce that right. (See
Section 508.)
If any event of default is continuing with respect to all the series of
debt securities, the registered holders of a majority in aggregate principal
amount of the outstanding debt securities of all the series, considered as one
class, will have the right to make such direction, and not the registered
holders of the debt securities of any one of the series.
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NOTICE OF DEFAULT
The indenture trustee is required to give the registered holders of the
debt securities notice of any default under the indenture to the extent required
by the Trust Indenture Act, unless the default has been cured or waived. (See
Section 602.) The Trust Indenture Act currently permits the indenture trustee to
withhold notices of default (except for certain payment defaults) if the
indenture trustee in good faith determines the withholding of the notice to be
in the interests of the registered holders.
WAIVER OF DEFAULT AND OF COMPLIANCE
The registered holders of a majority in aggregate principal amount of
the outstanding debt securities of any series, voting as a single class, without
regard to the holders of outstanding debt securities of any other series, may
waive, on behalf of the registered holders of all debt securities of such
series, any past default under the indenture with respect to such series, except
a default in the payment of principal, premium or interest, or with respect to
compliance with certain provisions of the indenture that cannot be amended
without the consent of the registered holder of each outstanding debt security
of the affected series. (See Section 513.)
Compliance with some of the covenants in the indenture or otherwise
provided with respect to debt securities may be waived by the registered holders
of a majority in aggregate principal amount of the affected debt securities.
(See Section 1006.)
CONSOLIDATION, MERGER AND CONVEYANCE OF ASSETS AS AN ENTIRETY
Subject to the provisions described in the next paragraph, we will
preserve our corporate existence. (See Section 1004.)
We may not consolidate with or merge into any other entity or convey,
transfer or lease our properties and assets, substantially as an entirety to any
entity, and may not permit another entity to consolidate with or merge into us
unless, among other things:
(a) the entity formed by the consolidation or into which we are merged,
or the entity which acquires us or which leases our property and assets
substantially as an entirety, is a corporation, partnership, limited liability
company or trust, is an entity organized and existing under the laws of the
United States of America or any State of the United States or the District of
Columbia, and expressly assumes, by supplemental indenture, the due and punctual
payment of the principal, premium and interest on all the outstanding debt
securities and the performance of all of our covenants under the indenture, as
supplemented;
(b) immediately after giving effect to the transactions, no event of
default, and no event which after notice or lapse of time or both would become
an event of default, will have occurred and be continuing; and
(c) we have delivered to the trustee an officers' certificate and an
opinion of counsel, each stating that such consolidation, merger, conveyance,
transfer or lease, and that the supplemental indenture, if any, comply with the
applicable provisions of the indenture, and that all the conditions precedent
set forth in the indenture have been complied with. (See Section 801.)
LIMITED RESTRICTIONS
Unless we otherwise state in the prospectus supplement, the indenture
does not limit our ability to incur debt and does not give holders of debt
securities protection in the event of a sudden and significant decline in our
credit quality or a takeover, recapitalization or highly leveraged or similar
transaction involving us. Accordingly, we could in the future enter into
transactions that could increase the amount of indebtedness outstanding at that
time or otherwise affect our capital structure or credit rating.
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COVENANTS
Any covenants with respect to any particular series of debt securities
will be set forth in the applicable prospectus supplement.
MODIFICATION OF INDENTURE
Without Registered Holder Consent. Without the consent of any registered
holders of debt securities, we and the indenture trustee may enter into one or
more supplemental indentures for any of the following purposes:
(a) to evidence the succession of another entity to us and the
assumption by such person of the covenants in the indenture and the debt
securities; or
(b) to add one or more covenants or other provisions for the benefit of
the registered holders of all or any series or tranche of debt securities, or to
surrender any right or power conferred upon us; or
(c) to add any additional events of default for all or any series of
debt securities; or
(d) to add to or change any provision of the indenture to the extent
necessary to permit or facilitate the issuance of debt securities in bearer form
or the issuance of debt securities in uncertificated form; or
(e) to change or eliminate any provision of the indenture or to add any
new provision to the indenture that does not adversely affect the interests of
the registered holders; or
(f) to provide security for the debt securities of any series; or
(g) to establish the form or terms of debt securities of any series as
permitted by the indenture; or
(h) to evidence and provide for the acceptance of appointment of a
separate or successor indenture trustee; or
(i) to cure any ambiguity, defect or inconsistency or to make any other
changes that do not adversely affect the interests of the registered holders in
any material respect. (See Section 901.)
If the Trust Indenture Act is amended after the date of the indenture so
as to require changes to the indenture or so as to permit changes to, or the
elimination of, provisions which, at the date of the indenture or at any time
thereafter, were required by the Trust Indenture Act to be contained in the
indenture, the indenture will be deemed to have been amended so as to conform to
the amendment or to effect the changes or elimination, and we and the applicable
indenture trustee may, without the consent of any registered holders, enter into
one or more supplemental indentures to effect or evidence the amendment.
With Registered Holder Consent. We and the indenture trustee may, with
some exceptions, amend or modify the indenture with the consent of the
registered holders of at least a majority in aggregate principal amount of the
debt securities of each series affected by the amendment or modification (voting
as one class). However, no amendment or modification may, without the consent of
the registered holder of each outstanding debt security affected thereby:
(a) change the stated maturity of the principal or interest on any debt
security (other than pursuant to the terms of the debt security), or reduce the
principal amount, interest on or premium payable upon redemption, or change the
currency in which any debt security or any premium or interest is payable
thereon, or impair the right to bring suit to enforce any payment;
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(b) reduce the percentages of registered holders whose consent is
required for any supplemental indenture or waiver under the indenture; or
(c) modify certain of the provisions in the indenture relating to
supplemental indentures and waivers of certain covenants and past defaults.
A supplemental indenture which changes or eliminates any covenant or
other provision of the indenture expressly included solely for the benefit of
registered holders of debt securities of one or more particular series or
tranches, or which modifies the rights of registered holders of debt securities
of one or more series with respect to such covenant or other provision, will be
deemed not to affect the rights under the indenture of the registered holders of
debt securities of any other series or tranche. (See Section 902.)
DEFEASANCE AND COVENANT DEFEASANCE
The indenture provides, unless the terms of the particular series of
debt securities provide otherwise, that we may, upon satisfying several
conditions, cause ourselves to be:
(a) discharged from our obligations, with some exceptions, with respect
to any series of debt securities, which we refer to as "defeasance"; and
(b) released from our obligations under specified covenants with respect
to any series of debt securities, which we refer to as "covenant defeasance."
Among the conditions we must satisfy in order to effect a defeasance or
a covenant defeasance is the irrevocable deposit with the indenture trustee, in
trust, of money and/or government obligations which, through the scheduled
payment of principal and interest and any mandatory sinking fund or analogous
payments applicable on those obligations, would provide sufficient moneys to pay
the principal of and any premium and interest on those debt securities on the
maturity dates of the payments or upon redemption and any mandatory sinking fund
or analogous payments applicable on those obligations. (See Section 1304.)
The indenture permits defeasance with respect to any series of debt
securities even if a prior covenant defeasance has occurred with respect to the
debt securities of that series. Following a defeasance, payment of the debt
securities defeased may not be accelerated because of an event of default. (See
Section 1302.) Following a covenant defeasance, payment of the debt securities
may not be accelerated by reference to the specified covenants affected by the
covenant defeasance. (See Section 1303). However, if an acceleration were to
occur, the realizable value at the acceleration date of the money and government
obligations in the defeasance trust could be less than the principal and
interest then due on the respective debt securities, since the required deposit
in the defeasance trust would be based upon scheduled cash flows rather than
market value, which would vary depending upon interest rates and other factors.
Under current United States federal income tax law, the defeasance
contemplated in the preceding paragraphs would be treated as an exchange of the
relevant debt securities in which holders of the debt securities might recognize
gain or loss. In addition, the amount, timing and character of amounts that
holders would be required after the defeasance to include in income might be
different from that which would be includible in the absence of the defeasance.
Prospective investors are urged to consult their own tax advisors as to the
specific consequences of a defeasance, including the applicability and effect of
tax laws other than United States federal income tax laws.
Under current United States federal income tax laws, unless accompanied
by other changes in the terms of the debt securities, covenant defeasance
generally should not be treated as a taxable exchange.
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SATISFACTION AND DISCHARGE
The indenture will cease to be of further effect with respect to any
series of debt securities, and we will be deemed to have satisfied and
discharged all of our obligations under the indenture, except as noted below,
when:
(a) all outstanding debt securities of such series have become due or
will become due within one year at their stated maturity or on a redemption
date; and
(b) we deposit with the trustee, in trust, funds that are sufficient to
pay and discharge all remaining indebtedness on the outstanding debt securities
of such series.
We will remain obligated to pay all other amounts due under the
indenture and to perform certain ministerial tasks to be described in the
indenture.
RESIGNATION AND REMOVAL OF THE INDENTURE TRUSTEE; DEEMED RESIGNATION
The indenture trustee may resign at any time by giving written notice to
us. The indenture trustee may also be removed by act of the registered holders
of a majority in principal amount of the then outstanding debt securities of any
series, and in certain circumstances may be removed by us.
No resignation or removal of the indenture trustee and no appointment of
a successor indenture trustee will become effective until the acceptance of
appointment by a successor indenture trustee in accordance with the requirements
of the indenture.
Under some circumstances, we may appoint a successor indenture trustee
and, if the successor accepts, the indenture trustee will be deemed to have
resigned. (See Sections 610 and 611).
CONVERSION RIGHTS
The terms and conditions of any debt securities being offered that are
convertible into our common stock or other securities of Avery Dennison will be
set forth in a prospectus supplement. These terms will include the conversion
price, the conversion period, provisions as to whether conversion will be
mandatory, or at the option of the holder or us, the events requiring an
adjustment of the conversion price and provisions affecting conversion in the
event that the debt securities are redeemed.
GOVERNING LAW
The indenture and the related debt securities will be governed by and
construed in accordance with the laws of the State of New York.
DESCRIPTION OF
COMMON STOCK AND PREFERRED STOCK
The following description of our common stock and preferred stock is
only a summary and is qualified in its entirety by reference to our certificate
of incorporation and bylaws. Therefore, you should read carefully the more
detailed provisions of our Restated Certificate of Incorporation, as amended
(the "Restated Certificate"), our Bylaws, as amended, and our Rights Agreement,
dated October 23, 1997, between us and First Chicago Trust Company of New York,
as rights agent, copies of which are incorporated by reference as exhibits to
the registration statement of which this prospectus is a part.
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GENERAL
This prospectus describes certain general terms of our capital stock.
For a more detailed description of these securities, we refer you to the
applicable provisions of Delaware law and our Restated Certificate. When we
offer to sell a particular series of these securities, we will describe the
specific terms of the series in a supplement to this prospectus. Accordingly,
for a description of the terms of any series of securities, you must refer to
both the prospectus supplement relating to that series and the description of
the securities set forth in this prospectus. A prospectus supplement may change
any of the terms of the securities described in this prospectus.
Pursuant to our Restated Certificate, our authorized capital stock
consists of 400,000,000 shares of common stock, par value $1.00 per share, and
5,000,000 shares of preferred stock, par value $1.00 per share. At June 30,
2001, we had 110,104,689 shares of common stock outstanding and no shares of
preferred stock outstanding.
COMMON STOCK
Subject to any preferential rights that our board of directors may grant
in connection with the future issuance of preferred stock, each holder of common
stock is entitled to one vote per share on all matters voted upon by the
stockholders. Each holder of common stock is entitled to receive ratably any
dividends declared on the common stock by the board of directors from funds
legally available for distribution. In the event of our liquidation, dissolution
or winding up, after we pay all debts and other liabilities and any liquidation
preference on the preferred stock, each holder of common stock would be entitled
to share ratably in all of our remaining assets. The common stock has no
subscription, redemption, conversion or preemptive rights. All shares of common
stock are fully paid and nonassessable.
DELAWARE GENERAL CORPORATION LAW SECTION 203
As a corporation organized under the laws of the State of Delaware, we
are subject to Section 203 of the General Corporation Law of the State of
Delaware (the "DGCL"), which restricts certain business combinations between us
and an "interested stockholder" (in general, a stockholder owning 15% or more of
our outstanding voting stock) or that stockholder's affiliates or associates for
a period of three years following the date on which the stockholder becomes an
"interested stockholder." The restrictions do not apply if:
- prior to an interested stockholder becoming such, our board of
directors approves either the business combination or the
transaction in which the stockholder becomes an interested
stockholder;
- upon consummation of the transaction in which the stockholder
becomes an interested stockholder, the interested stockholder
owns at least 85% of our voting stock outstanding at the time
the transaction commenced, subject to certain exceptions; or
- on or after the date an interested stockholder becomes such, the
business combination is both approved by our board of directors
and authorized at an annual or special meeting of our
stockholders (and not by written consent) by the affirmative
vote of at least 662/3% of the outstanding voting stock not
owned by the interested stockholder.
PREFERRED STOCK
Under the Restated Certificate, our board of directors is authorized
generally without stockholder approval to issue shares of preferred stock from
time to time, in one or more classes or series. Prior to the issuance of shares
of each series, the board of directors is required by the DGCL and the Restated
Certificate
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to adopt resolutions and file a certificate of designation with the Secretary of
State of the State of Delaware. The certificate of designation fixes for each
class or series the designations, powers, preferences, rights, qualifications,
limitations and restrictions, including, but not limited to, the following:
- the number of shares constituting each class or series;
- voting rights;
- rights and terms of redemption (including sinking fund
provisions);
- dividend rights and rates;
- dissolution;
- terms concerning the distribution of assets;
- conversion or exchange terms;
- redemption prices; and
- liquidation preferences.
All shares of preferred stock offered hereby will, when issued, be fully
paid and nonassessable and will not have any preemptive or similar rights. Our
board of directors could authorize the issuance of shares of preferred stock
with terms and conditions which could have the effect of discouraging a takeover
or other transaction that might involve a premium price for holders of the
shares or which holders might believe to be in their best interests.
We will set forth in a prospectus supplement relating to the class or
series of preferred stock being offered the following terms:
- The title and stated value of the preferred stock;
- The number of shares of the preferred stock offered, the
liquidation preference per share and the offering price of the
preferred stock;
- The dividend rate(s), period(s) and/or payment date(s) or
method(s) of calculation applicable to the preferred stock;
- Whether dividends are cumulative or non-cumulative and, if
cumulative, the date from which dividends on the preferred stock
will accumulate;
- The procedures for any auction and remarketing, if any, for the
preferred stock;
- The provisions for a sinking fund, if any, for the preferred
stock;
- The provision for redemption, if applicable, of the preferred
stock;
- Any listing of the preferred stock on any securities exchange;
- The terms and conditions, if applicable, upon which the
preferred stock will be convertible into common stock, including
the conversion price (or manner of calculation) and conversion
period;
- Voting rights, if any, of the preferred stock;
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- Whether interests in the preferred stock will be represented by
depositary shares;
- A discussion of any material and/or special United States
Federal income tax considerations applicable to the preferred
stock;
- The relative ranking and preferences of the preferred stock as
to dividend rights and rights upon the liquidation, dissolution
or winding up of our affairs;
- Any limitations on issuance of any class or series of preferred
stock ranking senior to or on a parity with the class or series
of preferred stock as to dividend rights and rights upon
liquidation, dissolution or winding up of our affairs; and
- Any other specific terms, preferences, rights, limitations or
restrictions of the preferred stock.
RANK
Unless we specify otherwise in the applicable prospectus supplement, the
preferred stock will rank, with respect to dividends and upon our liquidation,
dissolution or winding up:
- senior to all classes or series of our common stock and to all
of our equity securities ranking junior to the preferred stock;
- on a parity with all of our equity securities the terms of which
specifically provide that the equity securities rank on a parity
with the preferred stock; and
- junior to all of our equity securities the terms of which
specifically provide that the equity securities rank senior to
the preferred stock.
The term "equity securities" does not include convertible debt securities.
PREFERRED SHARE PURCHASE RIGHTS
On October 23, 1997, our Board of Directors adopted a Rights Agreement
("Rights Plan") and declared a dividend distribution of one preferred share
purchase right (a "Right") on each outstanding share of our common stock.
Stockholders may transfer the Rights with the common stock only until they
become exercisable. The Rights have an anti-takeover effect that is intended to
discourage coercive or unfair takeover tactics and to encourage any potential
acquirer to negotiate a fair price to all of our stockholders. The Rights may
cause substantial dilution to any party that may attempt to acquire us on terms
not approved by our Board of Directors. However, the Rights are structured in a
way so as not to interfere with any negotiated merger or other business
combination.
Generally, the Rights become exercisable only if a person or group
(subject to certain exceptions stated in the Rights Plan) acquires 20% or more
of the then outstanding shares of common stock or announces a tender offer which
would result in ownership by a person or group of 20% or more of the then
outstanding shares of common stock. Each Right entitles stockholders to buy one
one-hundredth of a share of a new series of participating preferred stock at an
exercise price of $150.
If we are acquired in a merger or other business combination
transaction, each Right entitles its holder to purchase, at the Right's then
current price, a number of the acquiring company's common shares having a then
current market value of twice the Right's exercise price.
Following the acquisition by a person or group of beneficial ownership
of 20% or more of our common stock (subject to certain exceptions stated in the
Rights Plan) and prior to an acquisition of 50% or more of our common stock, our
Board of Directors may exchange the Rights (other than Rights owned by the
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person or group), in whole or in part, at an exchange ratio of one common share
per Right (subject to adjustment).
Prior to the acquisition by a person or group of beneficial ownership of
20% or more of our common stock, the Rights are redeemable for $.01 per Right at
the option of the board of directors.
The Rights will expire on October 31, 2007.
REGISTRAR AND TRANSFER AGENT
First Chicago, a division of EquiServe, is the registrar and transfer
agent for our common stock.
DESCRIPTION OF DEPOSITARY SHARES
GENERAL
We may issue depositary shares, each of which will represent a
fractional interest of a share of a particular series of preferred stock, as
specified in the applicable prospectus supplement. We will deposit with a
depositary (the "preferred stock depositary") shares of preferred stock of each
series represented by depositary shares. We will enter into a deposit agreement
(each a "deposit agreement") with the preferred stock depositary and holders
from time to time of the depositary receipts issued by the preferred stock
depositary which evidence the depositary shares ("depositary receipts"). Subject
to the terms of the deposit agreement, each owner of a depositary receipt will
be entitled, in proportion to the holder's fractional interest in the preferred
stock, to all the rights and preferences of the series of the preferred stock
represented by the depositary shares (including dividend, voting, conversion,
redemption and liquidation rights).
Immediately after we issue and deliver the preferred stock to a
preferred stock depositary, we will cause the preferred stock depositary to
issue the depositary receipts on our behalf. You may obtain copies of the
applicable form of deposit agreement and depositary receipt from us upon
request. The statements made in this section relating to the deposit agreement
and the depositary receipts are summaries of certain anticipated provisions.
These summaries are not complete and we may modify them in a prospectus
supplement. For more detail we refer you to the deposit agreement itself, which
we will file as an exhibit to the registration statement.
DIVIDENDS AND OTHER DISTRIBUTIONS
The preferred stock depositary will distribute all cash dividends or
other cash distributions received in respect of the preferred stock to the
record holders of depositary receipts in proportion to the number of the
depositary receipts owned by the holders, subject to the obligations of holders
to file proofs, certificates and other information and to pay certain charges
and expenses to the preferred stock depositary.
In the event of a distribution other than in cash, the preferred stock
depositary will distribute property received by it to the record holders of
depositary receipts in proportion to the number of the depositary receipts owned
by the holders, unless the preferred stock depositary determines that it is not
feasible to make the distribution, in which case the preferred stock depositary
may, with our approval, sell the property and distribute the net proceeds from
the sale to the holders.
No distribution will be made in respect of any depositary share that
represents any preferred stock converted into other securities.
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WITHDRAWAL OF STOCK
Upon surrender of the depositary receipts at the corporate trust office
of the preferred stock depositary (unless we have previously called for
redemption or converted into other securities the related depositary shares),
the holders will be entitled to delivery at that office of the number of whole
or fractional shares of the preferred stock and any money or other property
represented by the depositary shares. Holders of depositary receipts will be
entitled to receive shares of the related preferred stock as specified in the
applicable prospectus supplement, but holders of the shares of preferred stock
will not thereafter be entitled to receive depositary shares.
REDEMPTION OF DEPOSITARY SHARES
Whenever we redeem shares of preferred stock held by the preferred stock
depositary, the preferred stock depositary will concurrently redeem the number
of depositary shares representing shares of the preferred stock so redeemed,
provided we have paid the applicable redemption price for the preferred stock to
be redeemed plus an amount equal to any accrued and unpaid dividends to the date
fixed for redemption. The redemption price per depositary share will be equal to
the corresponding proportion of the redemption price and any other amounts per
share payable with respect to the preferred stock. If fewer than all the
depositary shares are to be redeemed, the depositary shares to be redeemed will
be selected pro rata (as nearly as may be practicable without creating
fractional depositary shares) or by any other equitable method determined by us.
From and after the date fixed for redemption:
- all dividends in respect of the shares of preferred stock called
for redemption will cease to accrue;
- the depositary shares called for redemption will no longer be
deemed to be outstanding; and
- all rights of the holders of the depositary receipts evidencing
the depositary shares called for redemption will cease, except
the right to receive any moneys payable upon the redemption and
any money or other property to which the holders of the
depositary receipts were entitled upon redemption and surrender
to the preferred stock depositary.
VOTING OF THE PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of the
preferred stock are entitled to vote, the preferred stock depositary will mail
the information contained in the notice of meeting to the record holders of the
depositary receipts. Each record holder of these depositary receipts on the
record date (which will be the same date as the record date for the preferred
stock) will be entitled to instruct the preferred stock depositary as to the
exercise of the voting rights pertaining to the amount of preferred stock
represented by the holder's depositary shares. The preferred stock depositary
will vote the amount of preferred stock represented by the depositary shares in
accordance with the instructions, and we will agree to take all reasonable
action necessary to enable the preferred stock depositary to do so. The
preferred stock depositary will abstain from voting the amount of preferred
stock represented by the depositary shares for which it does not receive
specific instructions from the holders of depositary receipts evidencing the
depositary shares. The preferred stock depositary will not be responsible for
any failure to carry out any instruction to vote, or for the manner or effect of
any vote made, as long as the action or non-action is in good faith and does not
result from the preferred stock depositary's negligence or willful misconduct.
LIQUIDATION PREFERENCE
If we voluntarily or involuntarily liquidate, dissolve or wind up, the
holders of each depositary receipt will be entitled to the fraction of the
liquidation preference accorded each share of preferred stock represented by the
depositary shares, as set forth in the applicable prospectus supplement.
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CONVERSION OF PREFERRED STOCK
The depositary shares, as such, are not convertible into common stock or
any of our other securities or property. Nevertheless, if we so specify in the
applicable prospectus supplement relating to an offering of depositary shares,
holders may surrender depositary receipts to the preferred stock depositary with
written instructions to the preferred stock depositary to instruct us to convert
the preferred stock represented by the depositary shares into whole shares of
common stock, other shares of our preferred stock or other shares of stock. We
have agreed that upon receipt of the instructions and any amounts payable, we
will convert the depositary shares using the same procedures as those provided
for converting preferred stock. If the depositary shares evidenced by a
depositary receipt are to be converted in part only, the preferred stock
depositary will issue a new depositary receipt(s) for any depositary shares not
converted. No fractional shares of common stock will be issued upon conversion,
and if the conversion would result in a fractional share being issued, we will
pay an amount in cash equal to the value of the fractional interest based upon
the closing price of the common stock on the last business day prior to the
conversion.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
We may amend the form of depositary receipt and any provision of the
deposit agreement at any time by agreement between us and the preferred stock
depositary. However, any amendment that materially and adversely alters the
rights of the holders of depositary receipts or that would be materially and
adversely inconsistent with the rights granted to the holders of the related
preferred stock will not be effective unless the holders of at least 662/3% of
the depositary shares evidenced by the depositary receipts then outstanding
approve the amendment. No amendment will impair the right, subject to the
exceptions set forth in the depositary agreement, of any holder of depositary
receipts to surrender any depositary receipt with instructions to deliver to the
holder the related preferred stock and all money and other property, if any,
represented by the depositary receipt, except in order to comply with law. Every
holder of an outstanding depositary receipt at the time any such amendment
becomes effective will be deemed, by continuing to hold the receipt, to consent
and agree to the amendment and to be bound by the deposit agreement as amended.
We may terminate the deposit agreement upon not less than 30 days' prior
written notice to the preferred stock depositary if a majority of each series of
preferred stock affected by the termination consents to the termination. Upon
termination, the preferred stock depositary will deliver or make available to
each holder of depositary receipts, upon surrender of the depositary receipts
held by the holder, the number of whole or fractional shares of preferred stock
represented by the depositary shares evidenced by the depositary receipts
together with any other property held by the preferred stock depositary with
respect to the depositary receipt.
In addition, the deposit agreement will automatically terminate if:
- all outstanding depositary shares have been redeemed;
- there has been a final distribution of the related preferred
stock in connection with our liquidation, dissolution or winding
up and the distribution has been distributed to the holders of
depositary receipts evidencing the depositary shares
representing the preferred stock; or
- each share of the related preferred stock has been converted
into our securities which are not represented by depositary
shares.
CHARGES OF PREFERRED STOCK DEPOSITARY
We will pay all transfer and other taxes and governmental charges
arising solely from the existence of the deposit agreement. In addition, we will
pay the fees and expenses of the preferred stock depositary in connection with
the performance of its duties under the deposit agreement. However, holders of
depositary
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receipts will pay the fees and expenses of the preferred stock depositary for
any duties requested by the holders to be performed which are outside of those
expressly provided for in the deposit agreement.
RESIGNATION AND REMOVAL OF DEPOSITARY
The preferred stock depositary may resign at any time by delivering to
us notice of its election to do so, and we may at any time remove the preferred
stock depositary. Any such resignation or removal will take effect upon our
appointment of a successor preferred stock depositary. We must appoint a
successor preferred stock depositary within 60 days after delivery of the notice
of resignation or removal, and any preferred stock depositary must be a bank or
trust company having its principal office in the United States and having a
combined capital and surplus of at least $50,000,000.
MISCELLANEOUS
The preferred stock depositary will forward to holders of depositary
receipts any reports and communications the preferred stock depositary receives
from us relating to the preferred stock.
We will not be liable, nor will the preferred stock depositary be
liable, if we are prevented from or delayed in, by law or any circumstances
beyond our control, performing our obligations under the deposit agreement. Our
obligations and the obligations of the preferred stock depositary under the
deposit agreement will be limited to performing our duties in good faith and
without negligence (in the case of any action or inaction in the voting of
preferred stock represented by the depositary shares), gross negligence or
willful misconduct. We will not be obligated, nor will the preferred stock
depositary be obligated, to prosecute or defend any legal proceeding in respect
of any depositary receipts, depositary shares or shares of preferred stock
represented thereby unless satisfactory indemnity is furnished to us. We may
rely, and the preferred stock depositary may rely, on written advice of counsel
or accountants, or information provided by persons presenting shares of
preferred stock represented thereby for deposit, holders of depositary receipts
or other persons we believe in good faith to be competent to give such
information, and on documents we believe in good faith to be genuine and signed
by a proper party.
In the event the preferred stock depositary receives conflicting claims,
requests or instructions from holders of depositary receipts, on the one hand,
and us, on the other hand, the preferred stock depositary will be entitled to
act on such claims, requests or instructions received from us.
DESCRIPTION OF WARRANTS
We may issue warrants to purchase debt securities ("debt warrants"),
preferred stock ("preferred stock warrants"), depositary shares ("depositary
shares warrants") or common stock ("common stock warrants," collectively with
the debt warrants, the preferred stock warrants and the depositary shares
warrants ("warrants")). We may issue warrants independently or together with any
other securities we offer pursuant to a prospectus supplement and the warrants
may be attached to or separate from the securities. We will issue each series of
warrants under a separate warrant agreement that we will enter into with a bank
or trust company, as warrant agent. We will set forth additional terms of the
warrants and the applicable warrant agreements in the applicable prospectus
supplement.
DEBT WARRANTS
We will describe in the applicable prospectus supplement the terms of
the debt warrants being offered, the warrant agreement relating to the debt
warrants and the debt warrant certificates representing the debt warrants,
including the following:
- the title of the debt warrants;
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- the aggregate number of the debt warrants;
- the price or prices at which the debt warrants will be issued;
- the designation, aggregate principal amount and terms of the
debt securities purchasable upon exercise of the debt warrants,
and the procedures and conditions relating to the exercise of
the debt warrants;
- the designation and terms of any related debt securities with
which the debt warrants are issued, and the number of the debt
warrants issued with each security;
- the date, if any, on and after which the debt warrants and the
related debt securities will be separately transferable;
- the principal amount of debt securities purchasable upon
exercise of each debt warrant, and the price at which the
principal amount of the debt securities may be purchased upon
exercise;
- the date on which the right to exercise the debt warrants will
commence, and the date on which the right will expire;
- the maximum or minimum number of the debt warrants which may be
exercised at any time;
- a discussion of the material United States Federal income tax
considerations applicable to the exercise of the debt warrants;
and
- any other terms of the debt warrants and terms, procedures and
limitations relating to the exercise of the debt warrants.
Holders may exchange debt warrant certificates for new debt warrant
certificates of different denominations, and may exercise debt warrants at the
corporate trust office of the warrant agent or any other office indicated in the
applicable prospectus supplement. Prior to the exercise of their debt warrants,
holders of debt warrants will not have any of the rights of holders of the
securities purchasable upon the exercise and will not be entitled to payments
principal, premium or interest on the securities purchasable upon the exercise.
OTHER WARRANTS
We will describe in the applicable prospectus supplement the terms of
the preferred stock warrants, depositary shares warrants and common stock
warrants being offered, including the following:
- the title of the warrants;
- the securities for which the warrants are exercisable;
- the price or prices at which the warrants will be issued;
- the number of the warrants issued with each share of preferred
stock, common stock or depositary share;
- any provisions for adjustment of the number or amount of shares
of preferred stock, common stock or depositary shares receivable
upon exercise of the warrants or the exercise price of the
warrants;
- if applicable, the date on and after which the warrants and the
related preferred stock, common stock or depositary shares will
be separately transferable;
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- if applicable, a discussion of the material United States
Federal income tax considerations applicable to the exercise of
the warrants;
- any other terms of the warrants, including terms, procedures and
limitations relating to the exchange and exercise of the
warrants;
- the date on which the right to exercise the warrants will
commence, and the date on which the right will expire; and
- the maximum or minimum number of the warrants which may be
exercised at any time.
EXERCISE OF WARRANTS
Each warrant will entitle the holder of the warrant to purchase for cash
at the exercise price set forth in the applicable prospectus supplement the
principal amount of debt securities or shares of preferred stock, common stock
or depositary shares being offered. Holders may exercise warrants at any time up
to the close of business on the expiration date set forth in the applicable
prospectus supplement. After the close of business on the expiration date,
unexercised warrants are void.
Holders may exercise warrants as set forth in the prospectus supplement
relating to the warrants being offered. Upon receipt of payment and the warrant
certificate properly completed and duly executed at the corporate trust office
of the warrant agent or any other office indicated in the prospectus supplement,
we will, as soon as practicable, forward the debt securities, depositary shares
or shares of preferred stock or common stock purchasable upon the exercise. If
less than all of the warrants represented by the warrant certificate are
exercised, we will issue a new warrant certificate for the remaining warrants.
PLAN OF DISTRIBUTION
We may sell the securities described in this prospectus from time to
time in one or more transactions
- to purchasers directly;
- to underwriters for public offering and sale by them;
- through agents;
- through dealers; or
- through a combination of any of the foregoing methods of sale.
We may distribute the securities from time to time in one or more
transactions at:
- a fixed price or prices, which may be changed;
- market prices prevailing at the time of sale;
- prices related to such prevailing market prices; or
- negotiated prices.
DIRECT SALES
We may sell the securities directly to institutional investors or others
who may be deemed to be underwriters within the meaning of the Securities Act of
1933, as amended, with respect to any resale of the
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securities. A prospectus supplement will describe the terms of any sale of
securities we are offering hereunder.
TO UNDERWRITERS
The applicable prospectus supplement will name any underwriter involved
in a sale of securities. Underwriters may offer and sell securities at a fixed
price or prices, which may be changed, or from time to time at market prices or
at negotiated prices. Underwriters may be deemed to have received compensation
from us from sales of securities in the form of underwriting discounts or
commissions and may also receive commissions from purchasers of securities for
whom they may act as agent. Underwriters may be involved in any at the market
offering of equity securities by or on our behalf.
Underwriters may sell securities to or through dealers, and such dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions (which may be changed from time to
time) from the purchasers for whom they may act as agent.
Unless otherwise provided in a prospectus supplement, the obligations of
any underwriters to purchase securities will be subject to certain conditions
precedent, and the underwriters will be obligated to purchase all the securities
if any are purchased.
THROUGH AGENTS AND DEALERS
We will name any agent involved in a sale of securities, as well as any
commissions payable by us to such agent, in a prospectus supplement. Unless we
indicate differently in the prospectus supplement, any such agent will be acting
on a reasonable efforts basis for the period of its appointment.
If we utilize a dealer in the sale of the securities being offered
pursuant to this prospectus, we will sell the securities to the dealer, as
principal. The dealer may then resell the securities to the public at varying
prices to be determined by the dealer at the time of resale.
DELAYED DELIVERY CONTRACTS
If we so specify in the applicable prospectus supplement, we will
authorize underwriters, dealers and agents to solicit offers by certain
institutions to purchase the securities pursuant to contracts providing for
payment and delivery on future dates. Such contracts will be subject to only
those conditions set forth in the applicable prospectus supplement.
The underwriters, dealers and agents will not be responsible for the
validity or performance of the contracts. We will set forth in the prospectus
supplement relating to the contracts the price to be paid for the securities,
the commissions payable for solicitation of the contracts and the date in the
future for delivery of the securities.
GENERAL INFORMATION
Underwriters, dealers and agents participating in a sale of the
securities may be deemed to be underwriters as defined in the Securities Act,
and any discounts and commissions received by them and any profit realized by
them on resale of the securities may be deemed to be underwriting discounts and
commissions, under the Securities Act. We may have agreements with underwriters,
dealers and agents to indemnify them against certain civil liabilities,
including liabilities under the Securities Act, and to reimburse them for
certain expenses.
Underwriters or agents and their associates may be customers of, engage
in transactions with or perform services for us or our affiliates in the
ordinary course of business.
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Unless we indicate differently in a prospectus supplement, we will not
list the securities on any securities exchange. The securities will be a new
issue of securities with no established trading market. Any underwriters that
purchase securities for public offering and sale may make a market in such
securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. We make no assurance
as to the liquidity of or the trading markets for any securities.
LEGAL MATTERS
Latham & Watkins, Los Angeles, California, will pass upon the validity
of the securities offered hereby for us.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Annual Report on Form 10-K for the year ended December 30, 2000, have been
so incorporated in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, on the authority of said firm as experts in giving said
reports.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Our estimated expenses in connection with the distribution of the
securities being registered are as set forth in the following table:
SEC registration fee ................... $150,000
Rating agency fees ..................... $200,000
Fees and expenses of the trustees ...... $ 20,000
Printing expenses ...................... $ 4,000
Legal fees and expenses ................ $100,000
Accounting fees and expenses ........... $ 15,000
Miscellaneous .......................... $ 25,000
--------
Total ............................. $514,000
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of Delaware (the "DGCL")
empowers Avery Dennison Corporation ("Avery Dennison") to indemnify, subject to
the standards set forth therein, any person who is a party to any action in
connection with any action, suit or proceeding brought or threatened by reason
of the fact that the person was a director, officer, employee or agent of Avery
Dennison, or is or was serving as such with respect to another entity at the
request of Avery Dennison. The DGCL also provides that Avery Dennison may
purchase insurance on behalf of any such director, officer, employee or agent.
Article VI of our Bylaws provides that Avery Dennison will indemnify any person
to whom, and to the fullest extent, indemnification may be required or permitted
under Section 145 of the DGCL. We maintain insurance covering certain
liabilities of our directors and officers. We have also entered into contractual
arrangements with our directors and officers pursuant to which such persons may
be entitled to indemnity from us against certain liabilities arising from the
discharge of their duties in such capacities.
ITEM 16. EXHIBITS
(a) Exhibits
A list of exhibits filed with this registration statement on Form S-3 is
set forth on the Exhibit Index and is incorporated herein by reference.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; and
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(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 (a)(1)(i) and (a)(1)(ii) above do not apply
if the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the SEC by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted for directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 15
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of their counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby 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 (the "Act") in
accordance with the rules and regulations prescribed by the SEC under section
305(b)(2) of the Act.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pasadena, California, on July 3, 2001.
AVERY DENNISON CORPORATION
By: /s/ DANIEL R. O'BRYANT
-------------------------------------
Daniel R. O'Bryant
Senior Vice President, Finance and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Daniel R. O'Bryant and Robert
G. Van Schoonenberg, and each of them, with full power of substitution and full
power to act without the other, his true and lawful attorney-in-fact and agents
to act for him in his name, place and stead, in any and all capacities, to sign
a registration statement on Form S-3 and any or all amendments thereto
(including without limitation any post-effective amendments thereto), and any
registration statement for the same offering that is to be effective under Rule
462(b) of the Securities Act, and to file each of the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully, to all intents and purposes, as they or he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by each of the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ PHILIP M. NEAL Chairman of the Board and July 3, 2001
------------------------------------ Chief Executive Officer
Philip M. Neal
/s/ DEAN A. SCARBOROUGH President and Chief Operating July 3, 2001
------------------------------------ Officer, Director
Dean A. Scarborough
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SIGNATURE TITLE DATE
--------- ----- ----
/s/ DANIEL R. O'BRYANT Senior Vice President, Finance and July 3, 2001
------------------------------------ Chief Financial Officer (Principal
Daniel R. O'Bryant Financial Officer)
/s/ THOMAS E. MILLER Vice President and Controller July 3, 2001
------------------------------------ (Principal Accounting Officer)
Thomas E. Miller
/s/ DWIGHT L. ALLISON, JR. Director July 3, 2001
------------------------------------
Dwight L. Allison, Jr.
/s/ JOHN C. ARGUE Director July 3, 2001
------------------------------------
John C. Argue
/s/ JOAN T. BOK Director July 3, 2001
------------------------------------
Joan T. Bok
/s/ FRANK V. CAHOUET Director July 3, 2001
------------------------------------
Frank V. Cahouet
/s/ RICHARD M. FERRY Director July 3, 2001
------------------------------------
Richard M. Ferry
/s/ KENT KRESA Director July 3, 2001
------------------------------------
Kent Kresa
/s/ CHARLES D. MILLER Director July 3, 2001
------------------------------------
Charles D. Miller
/s/ PETER W. MULLIN Director July 3, 2001
------------------------------------
Peter W. Mullin
/s/ SIDNEY R. PETERSEN Director July 3, 2001
------------------------------------
Sidney R. Petersen
/s/ DAVID E. I. PYOTT Director July 3, 2001
------------------------------------
David E. I. Pyott
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
1.1* Form of Underwriting Agreement.
3.1 Restated Articles of Incorporation (incorporated by
reference to the Proxy Statement dated February 28, 1977
for the Annual Meeting of Stockholders on March 30, 1977
(File No. 0-225 at the Securities Exchange Commission, 450
5th St., N.W., Washington, D.C.)).
3.1.1 Amendment to Certificate of Incorporation, filed April 10,
1984 with the Delaware Secretary of State (incorporated by
reference to the 1983 Annual Report on Form 10-K).
3.1.2 Amendment to Certificate of Incorporation, filed April 11,
1985 with the Delaware Secretary of State (incorporated by
reference to the 1984 Annual Report on Form 10-K).
3.1.3 Amendment to Certificate of Incorporation, filed April 6,
1987 with the Delaware Secretary of State (incorporated by
reference to the 1986 Annual Report on Form 10-K).
3.1.4 Amendment to Certificate of Incorporation, filed October
17, 1990 with the Delaware Secretary of State (incorporated
by reference to the Current Report on Form 8-K filed
October 31, 1990).
3.1.5 Amendment to Certificate of Incorporation, filed April 28,
1997 with the Delaware Secretary of State (incorporated by
reference to Exhibit 3 to the First Quarterly Report on
Form 10-Q for 1997).
3.2 Amended Bylaws of Avery Dennison (incorporated by reference
to Exhibit 3(ii) to the Third Quarterly Report on Form 10-Q
for 2000).
4.1 Indenture, dated as of July 3, 2001, between Avery
Dennison Corporation and Chase Manhattan Bank and Trust
Company, National Association.
4.2 Form of Note (included in Exhibit 4.1).
4.3* Form of Warrant.
4.4* Form of Warrant Agreement.
4.5* Form of Depositary Share.
4.6* Form of Depositary Agreement.
4.7 Rights Agreement dated as of October 23, 1997 between Avery
Dennison and First Chicago Trust Company of New York, as
rights agent (Incorporated by reference to Exhibit 1 to the
Form 8-A filed on October 24, 1997, (File No. 001-07685).
5.1 Opinion of Latham & Watkins.
12.1 Statement regarding the computation of ratio of earnings to fixed charges
for the three months ended March 31, 2001 and the fiscal years ended 2000,
1999, 1998, 1997 and 1996.
23.1 Consent of Latham & Watkins (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
24.1 Powers of Attorney (contained on page II-3).
25.1** Statement of Eligibility of Form T-1 under the Trust Indenture Act of
1939, as amended, of Chase Manhattan Bank and Trust Company, National
Association under the Indenture.
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34
* To be filed by amendment or incorporated by reference in connection with the
offering of the securities.
** Filed pursuant to Section 305(b)(2) of the TIA.