Obligation Glaxosmythkline plc 4.375% ( US377372AA59 ) en USD

Glaxosmythkline plc

100 % ⇌

Royaume-Uni

US377372AA59 ( en USD )

4.375% par an ( paiement semestriel )

15/04/2014 - Obligation échue

Prospectus brochure de l'obligation Glaxosmithkline plc US377372AA59 en USD 4.375%, échue

1 000 USD

1 500 000 000 USD

377372AA5

GlaxoSmithKline plc est une multinationale pharmaceutique britannique de premier plan, reconnue pour son engagement dans la découverte, le développement et la fabrication de médicaments innovants et de vaccins essentiels à l'échelle mondiale.

L'Obligation émise par Glaxosmythkline plc ( Royaume-Uni ) , en USD, avec le code ISIN US377372AA59, paye un coupon de 4.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/04/2014

L'Obligation émise par Glaxosmythkline plc ( Royaume-Uni ) , en USD, avec le code ISIN US377372AA59, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Glaxosmythkline plc ( Royaume-Uni ) , en USD, avec le code ISIN US377372AA59, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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<DOCUMENT>
<TYPE>424B2
<SEQUENCE>1
<FILENAME>y95597b2e424b2.txt
<DESCRIPTION>GLAXOSMITHKLINE PLC
<TEXT>
<PAGE>
Filed Pursuant to Rule 424(b)(2)
Registration Nos. 333-104121 and 333-104121-02
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MARCH 22, 2004)
(GLAXOSMITHKLINE LOGO)
GLAXOSMITHKLINE CAPITAL INC.
$1,500,000,000 4.375% NOTES DUE APRIL 15, 2014
$500,000,000 5.375% NOTES DUE APRIL 15, 2034
FULLY AND UNCONDITIONALLY GUARANTEED BY
GLAXOSMITHKLINE PLC
---------------------
The 2014 notes will bear interest at a rate of 4.375% per year. We will pay
interest on the 2014 notes each April 15 and October 15. We will make the first
interest payment on the 2014 notes on October 15, 2004. The 2034 notes will bear
interest at a rate of 5.375% per year. We will pay interest on the 2034 notes
each April 15 and October 15. We will make the first interest payment on the
2034 notes on October 15, 2004. Unless we redeem the notes earlier, the 2014
notes will mature on April 15, 2014, and the 2034 notes will mature on April 15,
2034. There is no sinking fund for the notes. The notes will rank equally in
right of payment with all our other senior, unsecured debt obligations.
We may redeem some or all of the 2014 notes or the 2034 notes at any time
and from time to time at the redemption price determined in the manner described
in this prospectus supplement. We may also redeem the notes before their stated
maturity at a price equal to 100% of their principal amount plus accrued
interest to the redemption date in the event of certain changes in U.K. or U.S.
withholding taxes applicable to payments of interest.
We intend to list the notes on the London Stock Exchange or another
recognized stock exchange.
---------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the prospectus to which it relates is truthful or
complete. Any representation to the contrary is a criminal offense.
---------------------
<Table>
<Caption>
UNDERWRITING PROCEEDS TO
DISCOUNTS AND GLAXOSMITHKLINE
PRICE TO PUBLIC COMMISSIONS CAPITAL INC.
--------------- ------------- ---------------
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<S> <C> <C> <C>
Per 2014 note................................... 99.238% 0.450% 98.788%
Per 2034 note................................... 98.272% 0.875% 97.397%
Combined Total.................................. $1,979,930,000 $11,125,000 $1,968,805,000
</Table>
Interest on the notes will accrue from April 6, 2004, to the date of
delivery.
The underwriters expect to deliver the notes to purchasers on or about
April 6, 2004.
JOINT BOOKRUNNING MANAGERS
CITIGROUP JPMORGAN LEHMAN BROTHERS
SENIOR CO-MANAGERS
CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES
CO-MANAGERS
ABN AMRO INCORPORATED
HSBC
MIZUHO INTERNATIONAL PLC
THE ROYAL BANK OF SCOTLAND
March 30, 2004
<PAGE>
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<Table>
<Caption>
PAGE
----
<S> <C>
Incorporation of Certain Documents by Reference............. S-2
Presentation of Financial Information....................... S-2
Summary..................................................... S-3
Use of Proceeds............................................. S-7
Ratios of Earnings to Fixed Charges......................... S-7
Capitalization.............................................. S-8
Description of the Notes.................................... S-10
Income Tax Considerations................................... S-13
Underwriting................................................ S-17
Experts..................................................... S-18
PROSPECTUS
About this Prospectus....................................... 2
Where You Can Find More Information......................... 3
Incorporation of Certain Documents by Reference............. 3
Presentation of Financial Information....................... 3
Forward-Looking Statements.................................. 4
Use of Proceeds............................................. 5
Ratios of Earnings to Fixed Charges......................... 5
GlaxoSmithKline plc......................................... 5
GlaxoSmithKline Capital Inc................................. 6
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GlaxoSmithKline Capital plc................................. 6
Legal Ownership of Debt Securities.......................... 6
Description of Debt Securities.............................. 8
Income Tax Considerations................................... 18
Plan of Distribution........................................ 19
Validity of Securities...................................... 20
Experts..................................................... 20
Limitations on Enforcement of U.S. Laws..................... 20
</Table>
---------------------
You should rely only on the information provided or incorporated by
reference in this prospectus supplement or the accompanying prospectus. We have
not authorized anyone else to provide you with different information. You should
not assume that the information in this prospectus supplement or the
accompanying prospectus is accurate as of any date other than the date on the
front of these documents. We are not making an offer of these securities in any
state or jurisdiction where the offer is not permitted.
The distribution or possession of this prospectus supplement and the
accompanying prospectus in or from certain jurisdictions may be restricted by
law. You should inform yourself about and observe any such restrictions, and
neither we nor any of the underwriters accepts any liability in relation to any
such restrictions.
S-1
<PAGE>
This document is only being distributed to and is only directed to:
- persons who are outside the United Kingdom,
- investment professionals falling within Article 19(5) of the U.K.
Financial Services and Markets Act 2000 (Financial Promotion) Order 2001,
or
- high net worth entities, and other persons to whom it may lawfully be
communicated, falling within Article 49(2) of that Order.
The notes are only available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire the notes will only be made to, the
persons described above. Any person who does not fall within the above
categories should not act or rely on this document or any of its contents.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission, or the SEC, allows us to
"incorporate by reference" information contained in documents we file with the
SEC, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus supplement and the accompanying prospectus.
We are incorporating by reference our Annual Report on Form 20-F for the
fiscal year ended December 31, 2003 (File No. 1-15170). We also incorporate by
reference any future annual reports on Form 20-F we file with the SEC under the
Securities Exchange Act of 1934, as amended, or the Exchange Act, after the date
of this prospectus and prior to the time we sell all of the notes, and any
future reports on Form 6-K we furnish to the SEC during such period that are
identified in such reports as being incorporated by reference in this
prospectus. The information contained in these future filings will automatically
update and supersede the information contained in this prospectus supplement and
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the accompanying prospectus or incorporated by reference to any previously filed
document.
You may request copies of these documents at no cost, by writing or
telephoning us at GlaxoSmithKline plc, 980 Great West Road, Brentford, Middlesex
TW8 9GS, England, telephone: +44(0)20 8047-5000, Attention: Company Secretary.
The documents incorporated by reference are also available through our website
at www.gsk.com. We are not incorporating the contents of our website into this
prospectus supplement.
PRESENTATION OF FINANCIAL INFORMATION
We present our financial statements in pounds Sterling and in accordance
with generally accepted accounting principles in the United Kingdom, or U.K.
GAAP. For a discussion of certain significant differences between U.K. GAAP and
generally accepted accounting principles in the United States, or U.S. GAAP, as
they relate to GlaxoSmithKline, we refer you to Note 36 to our audited
consolidated financial statements for the fiscal year ended December 31, 2003,
which are included in our Annual Report on Form 20-F and are incorporated by
reference into this prospectus supplement and the accompanying prospectus.
When we refer to "L," we mean pounds Sterling. When we refer to "$," we
mean U.S. dollars. Except where noted, all financial information is presented in
accordance with U.K. GAAP.
S-2
<PAGE>
SUMMARY
This summary highlights selected information from this prospectus
supplement, the accompanying prospectus and the documents incorporated by
reference and does not contain all of the information that may be important to
you. You should carefully read this entire prospectus supplement, the
accompanying prospectus and the documents incorporated by reference.
GLAXOSMITHKLINE PLC
We are a major global healthcare company engaged in the creation and
discovery, development, manufacture and marketing of pharmaceutical and consumer
health-related products. Our two principal operational industry segments are
pharmaceuticals (prescription pharmaceuticals and vaccines) and consumer
healthcare (over-the-counter medicines, oral care and nutritional healthcare).
We are a public limited company incorporated under the laws of England and
Wales. Our shares are listed on the London Stock Exchange and our American
Depositary Shares are listed on the New York Stock Exchange. On December 27,
2000, GlaxoSmithKline plc acquired Glaxo Wellcome plc and SmithKline Beecham
plc, both English public limited companies, through a merger of the two
companies. Both Glaxo Wellcome and SmithKline Beecham were major global
healthcare businesses.
Our registered head office is in the London area at 980 Great West Road,
Brentford, Middlesex TW8 9GS, England, and our telephone number is +44(0)20
8047-5000. We also have operational headquarters in Philadelphia, Pennsylvania
and Research Triangle Park, North Carolina and operations in some 117 countries,
with products sold in over 130 countries. Our principal research and development
facilities are in the United Kingdom, the United States, Japan, Italy and
Belgium and our products are currently manufactured in some 38 countries. The
major markets for our products are the United States, Japan, the United Kingdom,
France, Germany and Italy.
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GLAXOSMITHKLINE CAPITAL INC.
GlaxoSmithKline Capital Inc. is a Delaware corporation. It is a
wholly-owned subsidiary of GlaxoSmithKline plc, and it exists for the purpose of
issuing debt securities, the proceeds of which will be invested by it in
marketable securities or advanced to, or otherwise invested in, subsidiaries or
affiliates of GlaxoSmithKline plc. The registered offices of GlaxoSmithKline
Capital Inc. are located at 1105 North Market Street, Suite 1300, Wilmington,
Delaware 19801. Its telephone number is (302) 651-8319.
S-3
<PAGE>
THE OFFERING
Notes......................... $1,500,000,000 principal amount of 4.375% Notes
due 2014 (the "2014 notes") and $500,000,000
principal amount of 5.375% Notes due 2034 (the
"2034 notes") (collectively, the "notes").
Issuer........................ GlaxoSmithKline Capital Inc.
Guarantee..................... GlaxoSmithKline plc will fully and
unconditionally guarantee the payment of
principal, interest and additional amounts, if
any, payable in respect of the notes.
Denominations................. The notes will be issued only in book-entry
form, in denominations of $1,000 and integral
multiples of $1,000.
Interest rate................. The 2014 notes will bear interest at a rate of
4.375% annually. The 2034 notes will bear
interest at a rate of 5.375% annually.
Interest payment dates........ For the 2014 notes, every April 15 and October
15, commencing October 15, 2004. For the 2034
notes, every April 15, and October 15,
commencing October 15, 2004.
Regular record dates for
interest...................... For the 2014 notes, every April 1 and October
1. For the 2034 notes, every April 1, and
October 1.
Calculation of interest....... Interest will be calculated on the basis of a
360-day year consisting of twelve 30-day
months.
Ranking....................... The notes and the guarantee will rank equally
in right of payment with all other senior,
unsecured debt obligations of GlaxoSmithKline
Capital Inc. and GlaxoSmithKline plc,
respectively.
Optional make-whole
redemption.................... The notes will be redeemable at our option, in
whole or in part at any time and from time to
time. See "Description of the Notes -- Optional
Make-Whole Redemption" beginning on page S-11
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of this prospectus supplement. Upon redemption,
we will pay a redemption price equal to the
greater of (i) 100% of the principal amount of
the notes to be redeemed and (ii) the sum of
the present values of the remaining scheduled
payments of principal and interest on the notes
to be redeemed together with, in each case,
accrued interest to the date of redemption. The
present value will be determined by discounting
the remaining principal and interest payments
to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve
30-day months) using the Treasury Rate (as
defined in this prospectus supplement) plus
0.10% in the case of the 2014 notes and plus
0.15% in the case of the 2034 notes. The
"Comparable Treasury Issue" for purpose of the
definition contained in "Description of the
Notes -- Optional Make-Whole Redemption" will
be the U.S. Treasury security selected by the
quotation agents as having a maturity
comparable to the remaining term of the notes
to be redeemed that would be utilized, at the
time of selection and in accordance with
customary financial practice, in pricing new
issues of corporate debt securities of
comparable maturity to the remaining term of
the notes.
S-4
<PAGE>
Payment of additional
amounts....................... Subject to certain exceptions, if we are
required to withhold or deduct any amount for
or on account of any U.K. or U.S. withholding
tax from any payment made on the notes, we will
pay additional amounts on those payments so
that the amount received by noteholders will
equal the amount that would have been received
if no such taxes had been applicable. See
"Description of Debt
Securities -- Covenants -- Payment of
Additional Amounts" in the accompanying
prospectus.
Tax redemption................ In the event of changes in U.K. or U.S.
withholding taxes applicable to payments of
interest, we may redeem the notes in whole (but
not in part) at any time, at a price equal to
100% of their principal amount plus accrued
interest to the redemption date. See
"Description of Debt Securities -- Optional
Redemption for Tax Reasons" in the accompanying
prospectus.
Book-entry issuance,
settlement and clearance...... We will issue the notes as global notes in
book-entry form registered in the name of The
Depository Trust Company, New York, New York,
or its nominee. The sale of the notes will
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settle in immediately available funds through
DTC. Investors may hold interests in a global
note through organizations that participate,
directly or indirectly, in the DTC system.
Those organizations will include the
Clearstream and Euroclear systems in Europe.
Governing law................. The notes will be governed by the laws of the
State of New York.
Further Issuances............. We may from time to time, without the consent
of the holders of the notes, create and issue
further notes having the same terms and
conditions in all respects as the notes being
offered hereby, except for the issue date, the
issue price and the first payment of interest
thereon. Additional 2014 notes issued in this
manner will be consolidated with and will form
a single series with the 2014 notes being
offered hereby. Additional 2034 notes issued in
this manner will be consolidated with and will
form a single series with the 2034 notes being
offered hereby.
Listing....................... We intend to list the notes on the London Stock
Exchange or another recognized stock exchange.
Use of proceeds............... We intend to use the net proceeds from the sale
of the notes for general corporate purposes,
which may include the repayment of indebtedness
from time to time.
Concurrent offering........... Concurrently with the offering of the notes, we
intend to issue through our wholly-owned
subsidiary, GlaxoSmithKline Capital plc,
$500,000,000 of notes that will bear interest
at a rate of 2.375% per year, due 2007. The
offering of the notes contemplated by this
prospectus supplement is not contingent upon
the completion of such concurrent offering.
S-5
<PAGE>
SUMMARY CONSOLIDATED FINANCIAL DATA
The summary consolidated financial data set forth below have been derived
from our audited consolidated financial statements, which have been reported on
by PricewaterhouseCoopers LLP. The summary consolidated financial data should be
read in conjunction with, and are qualified in their entirety by reference to,
our audited consolidated financial statements.
Our financial statements are prepared in accordance with U.K. GAAP. For a
discussion of certain significant differences between U.K. GAAP and U.S. GAAP as
they relate to us, we refer you to Note 36 to our audited consolidated financial
statements for the fiscal year ended December 31, 2003, which are included in
our Annual Report on Form 20-F and incorporated by reference into this
prospectus supplement and the accompanying prospectus.
During 2002, we implemented FRS 19 "Deferred Tax" under U.K. GAAP. This FRS
requires deferred tax to be accounted for on a full provision basis, rather than
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a partial provision basis as in 2001 and earlier years. This change has been
accounted for as a prior year adjustment for U.K. GAAP purposes and comparative
information has been restated as necessary. This change had no impact on U.S.
GAAP results.
<Table>
<Caption>
AS OF AND FOR THE YEAR ENDED DECEMBER 31,
------------------------------------------------------------------
2003 2003 2002 2001 2000 1999
---------------- ------- ------- ------- ------- -------
(MILLIONS OF (MILLIONS OF POUNDS STERLING)
U.S. DOLLARS)(1)
<S> <C> <C> <C> <C> <C> <C>
PROFIT AND LOSS STATEMENT DATA:
U.K. GAAP
Sales........................... $ 38,379 L21,441 L21,212 L20,489 L18,079 L16,796
Trading profit.................. 11,680 6,525 5,662 4,697 4,455 3,930
Operating profit................ 11,442 6,392 5,551 4,734 4,729 4,343
Profit before taxation.......... 11,329 6,329 5,506 4,517 6,029 4,236
Earnings........................ 8,026 4,484 3,915 3,053 4,106 3,077
U.S. GAAP
Sales........................... 37,799 L21,117 L21,212 L20,489 L 9,559 L8,490
Net income/(loss)............... 4,332 2,420 413 (143) (5,228) 913
BALANCE SHEET DATA
U.K. GAAP
Total assets.................... $ 42,915 L23,975 L22,327 L22,343 L21,999 L19,162
Net assets...................... 15,152 8,465 7,388 8,252 8,834 6,534
Long-term debt.................. 6,535 3,651 3,092 2,108 1,751 1,897
Equity shareholders' funds...... 13,819 7,720 6,581 7,390 7,590 5,391
U.S. GAAP
Total assets.................... $100,956 L56,400 L57,671 L61,341 L65,786 L13,901
Net assets...................... 62,401 34,861 35,729 40,969 46,239 7,281
Shareholders' equity............ 61,068 34,116 34,922 40,107 44,995 7,230
</Table>
---------------
(1) U.S. dollar amounts provided are translations from the Sterling amounts,
solely for the convenience of the reader, at an exchange rate of $1.79 per
pound Sterling, the closing exchange rate on December 31, 2003. You should
not view such translations as a representation that such Sterling amounts
actually represent such U.S. dollar amounts or could be or could have been
converted into U.S. dollars at the rates indicated or at any other rate.
S-6
<PAGE>
USE OF PROCEEDS
We estimate the net proceeds from the sale of the notes to be approximately
$1,968 million after deducting underwriting discounts and expenses of the
offering. We expect to use the net proceeds for our general corporate purposes,
which may include the repayment of indebtedness from time to time. We may also
invest the net proceeds in marketable securities as part of our liquidity
management process.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth our consolidated ratios of earnings to fixed
charges computed under U.K. GAAP and U.S. GAAP for the periods indicated. Ratios
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computed under U.S. GAAP are significantly lower than those computed under U.K.
GAAP due mainly to differences in accounting treatment of the merger of Glaxo
Wellcome plc and SmithKline Beecham plc in 2000. For a description of these
differences, see Note 36 to our audited consolidated financial statements for
the fiscal year ended December 31, 2003, which are incorporated by reference
into this prospectus supplement and the accompanying prospectus.
Earnings for this purpose have been calculated by (i) adding profit on
ordinary activities before taxation (after eliminating our share of
profits/losses of joint ventures and associated undertakings) to fixed charges
and (ii) subtracting from that total the amount of pre-tax earnings required to
pay dividends on outstanding preference shares and the minority interest in
pre-tax profit of subsidiaries that have not incurred fixed charges.
Fixed charges for this purpose consist of (i) interest payable (including
in respect of finance leases), (ii) that portion of operating lease rental
expense representative of the interest factor (being one-third of such rental
expense) and (iii) the amount of pre-tax earnings required to pay dividends on
outstanding preference shares.
<Table>
<Caption>
YEAR ENDED DECEMBER 31,
--------------------------------
2003 2002 2001 2000 1999
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges -- U.K. GAAP............. 22.1 19.9 15.1 13.6 11.0
Ratio of earnings to fixed charges -- U.S. GAAP............. 12.1 3.3(1) 1.7 --(2) 5.6
</Table>
---------------
(1) Reflects the impact of adoption of SFAS 142, "Goodwill and Other Intangible
Assets," pursuant to which we ceased amortization of goodwill and
indefinite-lived intangible assets beginning January 1, 2002.
(2) Our earnings determined in accordance with U.S. GAAP were insufficient to
cover fixed charges by L4.4 billion for the year ended December 31, 2000.
S-7
<PAGE>
CAPITALIZATION
The following table sets forth GlaxoSmithKline group's consolidated
capitalization (including short-term debt) as of December 31, 2003, on an actual
basis and on an as adjusted basis to give effect to the sale of the notes. You
should read the information in this table in conjunction with our audited
financial statements as of December 31, 2003, and for the years ended December
31, 2003 and 2002, which are incorporated by reference into this prospectus
supplement and the accompanying prospectus.
<Table>
<Caption>
As of December 31, 2003
-------------------------
ACTUAL AS ADJUSTED(1)
------- ---------------
(in millions)
<S> <C> <C>
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Capital and Reserves
Issued (fully paid) share capital(2)...................... L 1,487 L 1,487
Share premium account..................................... 264 264
Other reserves............................................ 5,969 5,969
------- -------
Shareholders' funds -- equity interests..................... L 7,720 L 7,720
======= =======
Non-equity minority interest
Preference Shares issued by subsidiaries(3)............... 503 503
Equity minority interests................................... 242 242
Total capital employed...................................... 8,465 8,465
------- -------
Borrowings(4)(5)
Notes offered hereby(4)................................... -- (1,117)
2.0% to 8.75% Eurobonds 2004-2006......................... (884) (884)
4.875% to 5.25% Sterling Notes 2008-2033.................. (1,472) (1,472)
3.25% to 3.375% Euro EMTNs 2008-2009...................... (1,056) (1,056)
Floating Rate U.S. Dollar EMTNs 2004...................... (277) (277)
7.375% U.S. Dollar MTN 2005............................... (56) (56)
Bank and other loans due after more than one year......... (289) (289)
Short term bank loans, overdrafts and commercial paper.... (1,069) (1,069)
------- -------
L(5,103) L(6,220)
======= =======
</Table>
---------------
(1) The table above does not reflect the intended offering of $500,000,000 in
principal amount of 2.375% notes due 2007, to be issued concurrently with
this offering by our wholly-owned subsidiary, GlaxoSmithKline Capital plc,
and guaranteed by GlaxoSmithKline plc. Assuming the successful completion
of such intended offering in the amount of $500,000,000 in principal, the
GlaxoSmithKline group's total capitalization as of December 31, 2003 would
have been L6,479 million.
(2) As of December 31, 2003, the authorized and issued share capital of
GlaxoSmithKline plc was:
<Table>
<Caption>
AUTHORIZED ISSUED
---------- ---------
(IN THOUSANDS)
<S> <C> <C>
Ordinary Shares of 25p each................................. 10,000,000 5,949,464
</Table>
(3) As of December 31, 2003, SB Holdings Corporation ("SBH Corp."), a
subsidiary incorporated in the State of Delaware, had issued $500 million
of Flexible Auction Market Preferred Stock ("FAMPS"), comprising 5,000
shares of $100,000 each, issued in six series. The dividend on half of
these shares was fixed on issuance in 1996 for a seven-year period. The
dividend on the other half was fixed for a five-year period which ended
during 2001 and subsequently varied predominately with prevailing interest
rates. SBH Corp. also had in issue $400 million of Auction Rate Preference
Stock ("ARPS"), comprising
S-8
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