EXHIBIT 99(b)
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION ("DTC"), TO A NOMINEE OF DTC OR BY DTC OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC TO ▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO., INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED PRINCIPAL AMOUNT
NO. R-1 CUSIP No. 590188 JU3 $8,000,000
▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO., INC.
MEDIUM-TERM NOTE,
SERIES B
1% Callable and Exchangeable Notes due April 19, 2004
(Linked to the performance of the Common Stock of GTE Corporation)
▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO., INC., a Delaware corporation (hereinafter referred to
as the "Company", which term includes any successor corporation under the
Indenture herein referred to), for value received, hereby promises to pay and
discharge each Note evidenced hereby on April 19, 2004 (the "Maturity Date") by
delivering to CEDE & CO., or registered assigns with respect to the principal
amount hereof, EIGHT MILLION DOLLARS ($8,000,000), an amount in dollars equal to
the greater of (i) the product of the Exchange Ratio multiplied by the average
Market Price of the GTE Common Stock for the five scheduled Trading Days ending
on and including the third scheduled Trading Day immediately prior to maturity
(provided, however, that if the payment on the Maturity Date is based on the
foregoing formula, no interest shall accrue on the Notes from and including
April 19, 2003 through the Maturity Date) or (ii) $1,000 plus accrued and unpaid
interest through but excluding the Maturity Date, or as such terms are defined
below, and determined in accordance with the provisions set forth below, and to
pay interest on the principal amount hereof from April 19, 1999, or from the
most recent date in respect of which interest has been paid or duly provided
for, semiannually in arrears on April 19 and October 19, in each year (each an
"Interest Payment Date"), commencing October 19, 1999, at the rate of 1% per
annum (the "Interest Rate"), until the principal amount is paid or duly made
available for payment. The Notes will be issued in minimum denominations of
U.S.$1,000 and
integral multiples thereof. The interest so payable and punctually paid or duly
provided for on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the fifteenth day (whether or not a Business
Day) next preceding such Interest Payment Date. Any such interest which is
payable, but is not punctually paid or duly provided for on any Interest Payment
Date, shall forthwith cease to be payable to the registered Holder on such
Regular Record Date, and may be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to the Holder of this Note not less
than ten days prior to such Special Record Date, or may be paid at any time in
any other lawful manner, as more fully provided in such Indenture.
Payment of interest and the amounts payable or deliverable, as the case may
be, upon exchange, redemption or at maturity (as described below) with respect
to this Note shall be made at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. The Company shall, or shall
cause the Calculation Agent to, deliver U.S. Dollars (or GTE Common Stock, or
other securities, if any, if the Holder of this Note exercises its Exchange
Right (as defined below)) to the Trustee for delivery to the Holder of this Note
in respect of such payments.
The Company may redeem all of the Notes, at any time, on a Business Day
beginning on April 19, 2002, upon not more than 30 nor fewer than 15 calendar
days notice to the Holders of the Notes. Any date upon which the Company gives
the Holders of the Notes notice that it is redeeming the Notes is referred to
herein as the "Redemption Notice Date". If the Company redeems the Notes, for
each $1,000 principal amount of Notes owned by a Holder of the Notes, the
Company shall pay such Holder the Company Redemption Amount (as defined herein).
The "Company Redemption Amount" means, for each $1,000 principal amount of the
Notes, an amount in U.S. dollars equal to the greater of: (i) the product of the
Exchange Ratio multiplied by the average Market Price of the GTE Common Stock
for the five Trading Days immediately following the Redemption Notice Date;
provided, however, that if the Company Redemption Amount is based upon the
foregoing formula, no interest shall accrue on the Notes from and including the
immediately preceding Interest Payment Date through the date of redemption; or
(ii) $1,000 plus accrued and unpaid interest through but excluding the date of
redemption. If the Company redeems the Notes, the Holder is precluded as of the
Redemption Notice Date from exercising its exchange right.
At any time beginning June 21, 1999 and ending 15 scheduled Trading Days
before the Maturity Date, upon written notice to the Calculation Agent and the
Trustee (in the form of Annex A attached hereto), the Holder of this Note may
exchange the Notes that the Holder holds for the Holder Exchange Amount (as
defined herein). Any date on which the Holder provides notice to cause the
Company to exchange the Notes is referred to as the "Exchange Notice Date". If
the Calculation Agent receives the Holder's notice after 3:00 p.m. on any
Trading Day, the
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Calculation Agent will consider such notice as received on the following Trading
Day. If the Holder chooses to exercise its Holder exchange right, the company
may no longer redeem the Notes as of the applicable Exchange Notice Date. The
"Holder Exchange Amount" means, for each $1,000 principal amount of the Notes
the Holder exchanges, a number of shares of GTE Common Stock equal in value to
the Exchange Ratio; provided, however, no interest will accrue from and
including the immediately preceding Interest Payment Date through the date of
exchange. The Company will deliver such shares to the Holder on the applicable
settlement date; provided, however, that the Company will pay you cash in lieu
of delivering fractional shares in an amount as determined by the calculation
agent. In the event of certain Market Disruption Events, as provided below, the
delivery of such shares may be delayed. In the event of certain Reorganization
Events, as provided below, the Holder Exchange Amount may be adjusted to include
certain securities in addition to, or in lieu of, the GTE common stock. Once the
Holder has elected to cause the Company to exchange the Notes, the Company is
precluded as of the date of the Holder's notice from exercising its option to
redeem the Note.
As used herein:
"Business Day" means any day other than a Saturday or Sunday that is
neither a legal holiday nor a day on which banking institutions are authorized
or required by law or regulation to close in The City of New York.
"Calculation Agent" means ▇▇▇▇▇▇▇ Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated. All determinations made by the Calculation Agent shall be at the
sole discretion of the Calculation Agent and, absent a manifest error, shall be
conclusive for all purposes and binding on the Company and beneficial owners of
the Notes.
"Exchange Ratio" means an amount equal to the product of 14.3499 multiplied
by the Share Multiplier.
"GTE" means GTE Corporation, a New York corporation.
"GTE Common Stock" means the common stock, par value $0.05 per share, of
GTE Corporation.
"Market Disruption Event" means
(i) a suspension, absence (including the absence of an official closing
price) or material limitation of trading of the GTE Common Stock on the NYSE for
more than two hours of trading or during the one-half hour period preceding or
at the close of trading in such market; or the suspension or material limitation
on the primary market for trading in options contracts related to GTE Common
Stock, if available, during the one-half hour period preceding or at the close
of trading in the applicable market, in each case as determined by the
Calculation Agent in its sole discretion; and
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(ii) a determination by the Calculation Agent in its sole discretion that
the event described in clause (i) above materially interfered with the ability
of the Company or any of its affiliates to unwind all or a material portion of
the hedge with respect to the Notes or to purchase the GTE Common Stock for the
purpose of delivering the Holder Exchange Amount.
For purposes of determining whether a Market Disruption Event has occurred:
(1) a limitation on the hours or number of days of trading will not constitute a
Market Disruption Event if it results from an announced change in the regular
business hours of the relevant exchange, (2) a decision to permanently
discontinue trading in the relevant options contract will not constitute a
Market Disruption Event, (3) limitations pursuant to any rule or regulation
enacted or promulgated by the NYSE (or other regulatory organization with
jurisdiction over the NYSE) on trading during significant market fluctuations
will constitute a suspension or material limitation of trading in the GTE Common
Stock, (4) a suspension of trading in an options contract on the GTE Common
Stock by the primary securities market trading in such options, if available, by
reason of (x) a price change exceeding limits set by such securities exchange or
market, (y) an imbalance of orders relating to such contracts or (z) a disparity
in bid and ask quotes relating to such contracts will constitute a suspension or
material limitation of trading in options contracts related to the GTE Common
Stock and (5) a suspension, absence or material limitation of trading on the
primary securities market on which options contracts related to the GTE Common
Stock are traded will not include any time when such securities market is itself
closed for trading under ordinary circumstances.
"Market Price" means, for any date of determination, the official closing
price, in the afternoon session, as applicable, of one share of the GTE Common
Stock as reported by the principal exchange on which the GTE Common Stock is
traded on such date. If the official closing price is not available for any
reason, including, without limitation, the occurrence of a Market Disruption
Event, the Market Price for the security for any date shall be the mean, as
determined by the Calculation Agent, of the bid prices for the security obtained
from as many dealers in the security, but not exceeding three, as will make the
bid prices available to the Calculation Agent after 3:00 p.m., local time in
such principal market, on such date.
"NYSE" means the New York Stock Exchange.
"Share Multiplier" initially means 1.0, but shall be subject to adjustment,
as provided herein, through and including the Maturity Date.
"Trading Day" means a day on which the NYSE, the American Stock Exchange
and the Nasdaq Stock Market are open for trading, as determined by the
Calculation Agent.
Dilution and Reorganization Adjustments
The Share Multiplier used to calculate the Exchange Ratio on any date of
determination is subject to adjustment by the Calculation Agent as a result of
the dilution and reorganization adjustments described below.
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1. If GTE Common Stock is subject to a stock split or reverse stock
split, then once such split has become effective, the Share Multiplier shall be
adjusted to equal the product of the prior Share Multiplier and the number of
shares which a holder of one share of GTE Common Stock, prior to the effective
date of such stock split or reverse stock split, would have owned or been
entitled to receive immediately following such effective date.
2. If GTE Common Stock is subject to a stock dividend (i.e., issuance
of additional shares of GTE Common Stock) that is given ratably to all holders
of shares of GTE Common Stock, then once such shares are trading ex-dividend,
the Share Multiplier will be adjusted so that the new Share Multiplier shall
equal the prior Share Multiplier plus the product of: (a) the number of shares
of GTE Common Stock issued with respect to one share of GTE Common Stock and (b)
the prior Share Multiplier.
3. There will be no adjustments to the Share Multiplier to reflect cash
dividends or distributions paid, if any, with respect to GTE Common Stock other
than distributions described under clause (e) of paragraph 5 below and
Extraordinary Dividends as described below. An "Extraordinary Dividend" means,
with respect to a cash dividend or other distribution with respect to GTE common
stock to the extent such dividend or other distribution exceeds the immediately
preceding non-Extraordinary Dividend for GTE common stock by an amount equal to
at least 5% of the market price of GTE common stock on the Trading Day preceding
the ex-dividend date for the payment of such Extraordinary Dividend. If an
Extraordinary Dividend occurs with respect to GTE Common Stock, the Share
Multiplier will be adjusted on the Trading Day preceding the payment of any
dividend, the payment of which caused an Extraordinary Dividend to be paid (the
"ex-dividend date"), so that the new Share Multiplier will equal the product of:
(a) the then current Share Multiplier and (b) a fraction, the numerator of which
is the closing price per share of GTE Common Stock on the Trading Day preceding
the ex-dividend date, and the denominator of which is the amount by which the
closing price on the Trading Day preceding the ex-dividend date exceeds the
Extraordinary Dividend Amount. The "Extraordinary Dividend Amount" with respect
to an Extraordinary Dividend for GTE Common Stock will equal: (1) in the case of
cash dividends or other distributions that constitute quarterly dividends, the
amount per share of such Extraordinary Dividend minus the amount per share of
the immediately preceding non-Extraordinary Dividend, or (2) in the case of cash
dividends or other distributions that do not constitute quarterly dividends, the
amount per share of such Extraordinary Dividend. To the extent an Extraordinary
Dividend is not paid in cash, the value of the non-cash component will be
determined by the Calculation Agent, whose determination shall be conclusive. A
distribution on the GTE Common Stock described in clause (e) of paragraph 5
below that also constitutes an Extraordinary Dividend shall cause an adjustment
to the Share Multiplier pursuant only to clause (3) of paragraph 5 below.
4. If GTE issues transferable rights or warrants to all holders of GTE
Common Stock to subscribe for or purchase GTE Common Stock, including new or
existing rights to purchase GTE Common Stock pursuant to a shareholders rights
plan or arrangement, once a triggering event shall have occurred thereunder, at
an exercise price per share less that the closing price of one share of GTE
Common Stock on: (a) the date the exercise price of such
5
rights or warrants is determined and (b) the expiration date of such rights or
warrants, then, in each case, if the expiration date of such rights or warrants
precedes the maturity date, then the Share Multiplier will be adjusted to equal
the product of the prior Share Multiplier and a fraction, the numerator of which
shall be the number of shares of GTE Common Stock outstanding immediately prior
to such issuance plus the number of additional shares of GTE Common Stock
offered for subscription or purchase pursuant to such rights or warrants and the
denominator of which shall be the number of shares of GTE Common Stock
outstanding immediately prior to such issuance plus the number of additional
shares of GTE Common Stock which the aggregate offering price of the total
number of shares of GTE Common Stock so offered for subscription or purchase
pursuant to such rights or warrants would purchase at the closing price of one
share of GTE Common Stock on the expiration date of such rights or warrants,
which shall be determined by multiplying such total number of shares offered by
the exercise price of such rights or warrants and dividing the product so
obtained by such closing price.
5. If before the maturity date of the notes, (a) there occurs any
reclassification or change of GTE Common Stock, (b) GTE, or any surviving entity
or subsequent surviving entity of GTE (a "Successor Entity"), has been subject
to a merger, combination or consolidation and is not the surviving entity, (c)
any statutory exchange of securities of GTE or any Successor Entity with another
corporation occurs, other than pursuant to clause (b) above, (d) GTE is
liquidated, (e) GTE issues to all of its shareholders equity securities of an
issuer other than GTE, other than in a transaction described in clauses (b), (c)
or (d) above (a "Spin-off Event"), or (f) a tender or exchange offer is
consummated for all the outstanding shares of GTE (any such event in clauses (a)
through (f) a "Reorganization Event"), the Market Price shall be equal to the
Reorganization Event Value. The "Reorganization Event Value" shall be
determined by the Calculation Agent and shall equal (i) the Transaction Value
related to the relevant Reorganization Event, plus (ii) in the event described
in clause (1) below only, interest on such Transaction Value accruing from the
date of the payment or delivery of the consideration, if any, received in
connection with such Reorganization Event until the stated maturity date or upon
earlier redemption or exchange at a fixed interest rate determined on the date
of such payment or delivery equal to the interest rate that would be paid on a
standard senior non-callable debt security of the Company with a term equal to
the remaining term of the notes. "Transaction Value" means the sum of the
following: (1) for any cash received in any such Reorganization Event, an
amount equal to the amount of cash received per share of GTE Common Stock
multiplied by the Share Multiplier in effect on the date all of the holders of
shares of GTE Common Stock have agreed or have become irrevocably obligated to
exchange such shares, (2) for any property other than cash or securities
received in any such Reorganization Event, the market value, as determined by
the Calculation Agent, of such property received for each share of GTE Common
Stock at the date of the receipt of such property multiplied by the then current
Share Multiplier, (3) for any security received in any such Reorganization
Event, an amount equal to the closing price per share of such security on the
fifth Trading Day prior to the maturity date, or the fifth Trading Day prior to
early redemption, multiplied by the quantity of such security received for each
share of GTE Common Stock multiplied by the then current Share Multiplier and
(4) for any security received in the case of a Spin-off Event, an amount equal
to the closing price per share of such security on the fifth Trading Day prior
to the maturity date, or the fifth Trading Day prior to early
6
redemption, multiplied by the quantity of such security received for each share
of GTE Common Stock multiplied by the then current Share Multiplier, in addition
to the shares of GTE Common Stock. The Share Multiplier with respect to any such
securities shall equal the product of the Share Multiplier in effect for the GTE
common stock at the time of the issuance of such securities multiplied by the
number of shares of such securities issued with respect to one share of GTE
Common Stock. The Share Multiplier of any such securities will be subject to the
same adjustments as that of the Share Multiplier of the GTE Common Stock.
"Exchange Property" means the securities, cash or any other assets distributed
in any such Reorganization Event, including, in the case of a Spin-off Event,
the share of GTE Common Stock with respect to which the spun-off security was
issued.
For purposes of paragraph 5 above, in the case of a consummated tender or
exchange offer for all Exchange Property of a particular type, Exchange Property
shall be deemed to include the amount of cash or other property paid by the
offeror in the tender or exchange offer with respect to such Exchange Property,
in an amount determined on the basis of the rate of exchange in such tender or
exchange offer. In the event of a tender or exchange offer with respect to
Exchange Property in which an offeree may elect to receive cash or other
property, Exchange Property shall be deemed to include the kind and amount of
cash and other property received by offerees who elect to receive cash.
Notwithstanding anything to the contrary in this Note, if the Holder elects
to exchange the Notes, the Holder Exchange Amount will be adjusted in the
following manner: (1) In the case of a Spin-off Event, the Holder Exchange
Amount shall be calculated so as to include any securities received in any such
Spin-off Event in addition to the shares of GTE Common Stock already included in
the Holder Exchange Amount. The Share Multiplier with respect to any such
securities shall equal the product of the Share Multiplier in effect for the GTE
Common Stock at the time of the issuance of such securities multiplied by the
number of shares of such securities issued with respect to one share of GTE
Common Stock. The Share Multiplier of any such securities will be subject to
the same adjustments as that of the Share Multiplier of the GTE Common Stock,
and (2) If GTE, or any Successor Entity, has been subject to a merger,
combination or consolidation and is not the surviving entity, or a tender or
exchange offer is consummated for all the outstanding shares of GTE, then the
Holder Exchange Amount shall be calculated to include securities, if any,
received in any such event instead of the GTE Common Stock. The Share
Multiplier with respect to any such securities shall equal the product of the
Share Multiplier in effect for the GTE Common Stock at the time of the issuance
of such securities multiplied by the number of shares of such securities issued
with respect to one share of GTE Common Stock. The Share Multiplier of any such
securities will be subject to the same adjustments as that of the Share
Multiplier of the GTE Common Stock.
No adjustments to the Share Multiplier will be required unless such Share
Multiplier adjustment would require a change of at least 0.1% in the Share
Multiplier then in effect. The Share Multiplier resulting from any of the
adjustments specified above will be rounded to the nearest one thousandth with
five ten-thousandths being rounded upward.
7
No adjustments to the Share Multiplier will be required other than those
specified above. However, the Company may, at its sole discretion, cause the
Calculation Agent to make additional adjustments to the Share Multiplier to
reflect changes occurring in relation to GTE Common Stock or any other Exchange
Property in other circumstances where the Company determines that it is
appropriate to reflect such changes. The required adjustments specified above
do not cover all events that could affect the closing price of the GTE Common
Stock, including, without limitation, a partial tender or exchange offer for GTE
Common Stock.
The Calculation Agent shall be solely responsible for the determination and
calculation of any adjustments to the Share Multiplier and of any related
determinations and calculations with respect to any distributions of stock,
other securities or other property or assets, including cash, in connection with
any corporate event described above, and its determinations and calculations
with respect thereto shall be conclusive absent manifest error.
All percentages resulting from any calculation on the Notes will be rounded
to the nearest one hundred-thousandth of a percentage point, with five one-
millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545)
would be rounded to 9.87655% (or .0987655)) and all dollar amounts used in or
resulting from such calculation will be rounded to the nearest cent with one-
half cent being rounded upwards.
No adjustments shall be made for certain other events, such as offerings of
GTE Common Stock by GTE for cash or in connection with acquisitions or the
occurrence of a partial tender or exchange offer for the GTE Common Stock by GTE
or any third party.
The Company shall, within ten Business Days following the occurrence of an
event that requires an adjustment to the Share Multiplier, or if the Company is
not aware of such occurrence, as soon as practicable after becoming so aware,
provide written notice to the Trustee, which shall provide notice to the holders
of the notes of the occurrence of such event and, if applicable, a statement in
reasonable detail setting forth the adjusted Share Multiplier.
General
Unless the certificate of authentication hereon has been executed by or on
behalf of The Chase Manhattan Bank, the Trustee for this Note under the
Indenture, or its successor thereunder, by the manual signature of one of its
authorized officers, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
This Note is one of a duly authorized issue of Securities (hereinafter
called the "Securities") of the Company designated as its Medium-Term Notes,
Series B (the "Notes"). The Securities are issued and to be issued under an
indenture (the "Indenture") dated as of October 1, 1993, between the Company and
The Chase Manhattan Bank, as trustee (herein called the "Trustee," which term
includes any successor Trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights thereunder of the Company, the Trustee and the Holders of the
Notes and the terms upon which the Notes are to be authenticated and delivered.
The terms of individual Notes
8
may vary with respect to interest rates or interest rate formulas, issue dates,
maturity, redemption, repayment, currency of payment and otherwise as provided
in the Indenture.
The Notes are issuable only in registered form without coupons in
denominations, unless otherwise specified above, of $1,000 and integral
multiples thereof. References to payment "per Note" refer to each $1,000
principal amount of this Note. As provided in the Indenture and subject to
certain limitations therein set forth, the Notes are exchangeable for a like
aggregate principal amount of Notes as requested by the Holder surrendering the
same. If (x) the Depository is at any time unwilling or unable to continue as
depository and a successor depository is not appointed by the Company within 60
days, (y) the Company executes and delivers to the Trustee a Company Order to
the effect that this Note shall be exchangeable or (z) an Event of Default has
occurred and is continuing with respect to the Notes, this Note shall be
exchangeable for Notes in definitive form of like tenor and of an equal
aggregate principal amount, in authorized denominations. Such definitive Notes
shall be registered in such name or names as the Depository shall instruct the
Trustee. If definitive Notes are so delivered, the Company may make such
changes to the form of this Note as are necessary or appropriate to allow for
the issuance of such definitive Notes.
This Note is not subject to any sinking fund.
If an Event of Default (as defined in the Indenture) with respect to the
Notes shall occur and be continuing, the principal of all the Notes may be
declared due and payable in the manner and with the effect provided in the
Indenture; provided, however, that in case an Event of Default with respect to
any Notes shall have occurred and be continuing, the amount payable to a
beneficial owner of a Note upon any acceleration permitted by the Notes will be
determined by the Calculation Agent and will be equal to the principal amount of
the Note plus accrued but unpaid interest thereon to but excluding the date of
early repayment, if applicable, calculated as though the date of early repayment
were the stated maturity date of the Notes.
In case of default in payment of the Notes (whether at their stated
maturity or upon acceleration), from and after the maturity date the Notes shall
bear interest, payable upon demand of the beneficial owners thereof, at the rate
of 1% per annum (to the extent that payment of such interest shall be legally
enforceable) on the unpaid amount due and payable on such date in accordance
with the terms of the Notes to the date payment of such amount has been made or
duly provided for, or delivery of the Equivalent Share Amount of the Notes at
their stated maturity, from and after the maturity date the Notes shall bear
interest, payable upon demand of the beneficial owners thereof, at the rate of
1% per annum (to the extent that payment of such interest shall be legally
enforceable) on the principal amount otherwise payable on such date in
accordance with the terms of the Notes to the date payment of such principal
amount has been made or duly provided for.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the
9
Company and the Trustee with the consent of the Holders of 66-2/3% in aggregate
principal amount of the Securities at the time Outstanding, as defined in the
Indenture, of each series affected thereby. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all the Securities of each series, to waive compliance
by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof whether
or not notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the interest on, and such amounts as are
payable upon redemption or exchange or at maturity (as described above) with
respect to, this Note and any interest on any overdue amount thereof at the
time, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations set forth
therein and on the face hereof, the transfer of this Note may be registered on
the Security Register of the Company, upon surrender of this Note for
registration of transfer at the office or agency of the Company in the Borough
of Manhattan, The City of New York, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company duly executed
by, the Holder hereof or by his attorney duly authorized in writing, and
thereupon one or more new Notes of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: April 19, 1999
CERTIFICATE OF AUTHENTICATION ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., Inc.
This is one of the Securities of the series designated therein [Copy of Seal]
referred to in the within-mentioned Indenture.
The Chase Manhattan Bank, as Trustee By:
Treasurer
By: Attest:
Authorized Officer Secretary
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ANNEX A
OFFICIAL NOTICE OF EXERCISE OF ▇▇▇▇▇▇'S EXCHANGE RIGHT
1% Callable and Exchangeable Medium-Term Notes due April 19, 2004
(linked to the performance of the Common Stock of GTE Corporation)
Dated: [On or prior to the fifteenth scheduled Trading Day prior to April
19, 2004]
▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., Inc.
World Financial Center
South Tower, 5th Floor
New York, New York ▇▇▇▇▇-▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
(Attn: Treasury)
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as Calculation Agent
World Financial Center
North Tower, 5th Floor
New York, New York ▇▇▇▇▇-▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
(Attn: Operations (▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇))
The Chase Manhattan Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
(Attn: Corporate Trust Department)
Dear Sirs:
The undersigned holder of the 1% Callable and Exchangeable Medium-term
Notes due April 19, 2004 of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., Inc. (the "Notes") hereby
irrevocably elects to exercise with respect to the number of Notes indicated
below, as of the date hereof, provided that such day is prior to the fifteenth
scheduled Trading Day prior to April 19, 2004, the Holder's Exchange Right as
described in Pricing Supplement dated April 12, 1999 (the "Pricing Supplement")
to the Prospectus Supplement dated February 17, 1999 and the Prospectus dated
June 30, 1998. Capitalized terms not defined herein have the meanings given to
such terms in the
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Pricing Supplement. Please date and acknowledge receipt of this notice in the
place provided below on the date of receipt, and fax a copy to the fax number
indicated, whereupon the Company will deliver GTE Stock, in accordance with the
terms of the Notes described in the Pricing Supplement.
Very truly yours,
_____________________________
[Name of Holder]
By:_________________________________________
[Title]
_____________________________________________
[Fax No.]
$___________________________________________
Number of Notes surrendered for exercise of the Right to Receive the
Equivalent Share Amount
If you want the GTE Stock made out in another person's name, fill in the
form:
_____________________________
(Insert person's soc. sec. or tax ID no.)
_____________________________
(Print or type person's name, address and zip code)
_____________________________
Date: _______________________________
Your Signature:______________________________________
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Receipt of the above Official
Notice of Holder's Exchange Right is hereby acknowledged
▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO., INC., as Issuer
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED,
as Calculation Agent
By THE CHASE MANHATTAN BANK,
as Trustee
By:_________________________________________________
Title:
Date and time of acknowledgment ____________________
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ASSIGNMENT/TRANSFER FORM
------------------------
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto
(insert Taxpayer Identification No.)
(Please print or typewrite name and address including postal zip code of
assignee)
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _______________________ attorney to transfer said Note on the books
of the Company with full power of substitution in the premises.
Dated: _____________________
NOTICE: The signature of the registered Holder to this
assignment must correspond with the name as written
upon the face of the within instrument in every
particular, without alteration or enlargement or any
change whatsoever.
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