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 DEPOSITORY OR A NOMINEE
THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES
IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITORY TRUST COMPANY (THE "DEPOSITORY") TO A NOMINEE OF THE DEPOSITORY
OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS GLOBAL NOTE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TO THE COMPANY 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 THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY), 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 No.: R- CUSIP No.: PRINCIPAL AMOUNT: $
▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO., INC.
Medium-Term Notes, Series C
Strategic Return Notes(R)
(the "Notes")
INDEX: INDEX PUBLISHER: ORIGINAL ISSUE DATE:
STATED MATURITY: STARTING VALUE: INDEX ADJUSTMENT FACTOR: %
(per annum) applied daily
CALCULATION AMOUNT: $ EXCHANGE MONTH: DEFAULT RATE: %
CALCULATION AGENT: DENOMINATIONS: SPECIFIED CURRENCY:
▇▇▇▇▇▇▇ Lynch, Pierce, Integral multiples of $10 United States dollar
▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (unless otherwise specified) (unless otherwise specified)
(unless otherwise specified)
INDEX BUSINESS DAY: OTHER PROVISIONS:
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▇▇▇▇▇▇▇ ▇▇▇▇▇ & 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 to
CEDE & CO., or its registered assigns, the Redemption Amount (as defined
below) at the Stated Maturity or the Exchange Amount (as defined below) on an
Exchange Date (as defined below).
Payment or delivery of the Redemption Amount or Exchange Amount and any
interest on any overdue amount thereof with respect to this Global 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.
Payment at Stated Maturity
At the Stated Maturity, a Holder shall receive a cash payment equal to
the Redemption Amount. The "Redemption Amount" with respect to this Global
Note shall be determined by the Calculation Agent and shall equal:
( Ending Value )
Calculation Amount x (--------------)
(Starting Value)
For the purpose of determining the Redemption Amount, the "Ending Value"
shall be determined by the Calculation Agent and shall equal the average of
the closing levels of the Index, each as reduced by the Index Adjustment
Factor, determined on each of the first five Calculation Days (as defined
below) during the Calculation Period (as defined below). If there are fewer
than five Calculation Days during the Calculation Period, then the Ending
Value shall equal the average of the adjusted closing levels of the Index on
those Calculation Days. If there is only one Calculation Day during the
Calculation Period, then the Ending Value shall equal the adjusted closing
level of the Index on that Calculation Day. If no Calculation Days occur
during the Calculation Period, then the Ending Value shall equal the adjusted
closing level of the Index determined on the last scheduled Index Business Day
(as defined below) in the Calculation Period, regardless of the occurrence of
a Market Disruption Event (as defined below) on that scheduled Index Business
Day.
The "Calculation Period" means the period from and including the seventh
scheduled Index Business Day before the Stated Maturity to and including the
second scheduled Index Business Day before the Stated Maturity.
A "Calculation Day" means any Index Business Day during the Calculation
Period on which a Market Disruption Event has not occurred.
All determinations made by the Calculation Agent shall, absent a
determination of a manifest error, shall be conclusive for all purposes and
binding on the Company and the Holders and beneficial owners of this Global
Note.
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Exchange of the Notes Prior to the Stated Maturity
This Global Note may be exchanged in whole or in part at the option of a
Holder in whole Denominations for a cash payment equal to the Exchange Amount
during any Business Day (as defined below) that occurs during an Exchange
Notice Period by delivery of written notice from the Holder to the Trustee (as
defined below) (in the form of Annex A attached hereto). To the extent that
this Global Note is exchanged in part, the Principal Amount shall be reduced
by the amount so exchanged and the Principal Amount then outstanding shall be
as maintained in the records of the Trustee.
An "Exchange Notice Period" means the period from and including the first
calendar day of the applicable Exchange Month to and including 12:00 noon in
The City of New York on the fifteenth calendar day during the applicable
Exchange Month. If the fifteenth calendar day of the applicable Exchange Month
is not a Business Day, then the Exchange Notice Period shall be extended to
12:00 noon in The City of New York on the next succeeding Business Day.
The "Exchange Amount" shall be equal to the Redemption Amount, calculated
as if the Exchange Date were the Stated Maturity; provided, however, that the
Ending Value shall be equal to the closing level of the Index, on the Exchange
Date.
An "Exchange Date" shall be the third Index Business Day following the
end of the applicable Exchange Notice Period. If a Market Disruption Event
occurs on the third Index Business Day following an Exchange Notice Period,
the Exchange Date for that year shall be the next succeeding Index Business
Day on which a Market Disruption Event does not occur. The Exchange Amount
shall be paid three Banking Business Days (as defined below) after the
Exchange Date.
A "Banking Business Day" means any day other than a Saturday or Sunday
that is not a day on which banking institutions in The City of New York are
authorized or required by law, regulation or executive order to close.
Adjustments to the Index; Market Disruption Events
If at any time the Index Publisher makes a material change in the formula
for or the method of calculating the Index or in any other way materially
modifies the Index so that the Index does not, in the opinion of the
Calculation Agent, fairly represent the level of the Index had those changes
or modifications not been made, then, from and after that time, the
Calculation Agent shall, at the close of business in New York, New York, on
each date that the closing level of the Index is to be calculated, make any
adjustments as, in the good faith judgment of the Calculation Agent, may be
necessary in order to arrive at a calculation of a level of a stock index
comparable to the Index as if those changes or modifications had not been
made, and calculate the closing level with reference to the Index, as so
adjusted.
"Market Disruption Event" means either of the following events as
determined by the Calculation Agent:
(A) the suspension of or material limitation on trading for more than
two hours of trading, or during the one-half hour period preceding
the close of trading, on the applicable exchange (without taking
into account any extended or after-hours
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trading session), in 20% or more of the stocks which then comprise
the Index or any Successor Index; or
(B) the suspension of or material limitation on trading for more than
two hours of trading, or during the one-half hour period preceding
the close of trading, on the applicable exchange (without taking
into account any extended or after-hours trading session), whether
by reason of movements in price otherwise exceeding levels permitted
by the applicable exchange or otherwise, in option contracts or
futures contracts related to the Index, or any Successor Index.
For the purpose of determining whether a Market Disruption Event has
occurred:
(1) a limitation on the hours in a trading day and/or number of days of
trading shall not constitute a Market Disruption Event if it results
from an announced change in the regular business hours of the
applicable exchange;
(2) a suspension in trading in a futures or option contract on the
Index, or any Successor Index, by a major securities market by
reason of (a) a price change violating limits set by that securities
market, (b) an imbalance of orders relating to those contracts or
(c) a disparity in bid and ask quotes relating to those contracts
shall constitute a suspension of or material limitation on trading
in futures or option contracts related to that index;
(3) a suspension of or material limitation on trading on the relevant
exchange shall not include any time when that exchange is closed for
trading under ordinary circumstances; and
(4) for the purpose of clause (A) above, any limitations on trading
during significant market fluctuations under NYSE Rule 80B, or any
applicable rule or regulation enacted or promulgated by the NYSE or
any other self regulatory organization or the Securities and
Exchange Commission of similar scope as determined by the
Calculation Agent, shall be considered "material".
Discontinuance of the Index
If the Index Publisher discontinues publication of the Index and the
Index Publisher or another entity publishes a successor or substitute index
that the Calculation Agent determines, in its sole discretion, to be
comparable to the Index (a "Successor Index"), then, upon the Calculation
Agent's notification of that determination to the Trustee (as defined below)
and the Company, the Calculation Agent shall substitute such Successor Index
as calculated by the Index Publisher or any other entity for the Index and
calculate the Ending Value as described above under "Payment at Stated
Maturity". Upon any selection by the Calculation Agent of a Successor Index,
the Company shall cause notice to be given to Holders of this Global Note.
In the event that the Index Publisher discontinues publication of the
Index and:
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o the Calculation Agent does not select a Successor Index; or
o the Successor Index is not published on any of the Calculation Days,
the Calculation Agent shall compute a substitute level for the Index in
accordance with the procedures last used to calculate the Index before any
discontinuance. If a Successor Index is selected or the Calculation Agent
calculates a level as a substitute for the Index as described below, the
Successor Index or level shall be used as a substitute for the Index for all
purposes, including the purpose of determining whether a Market Disruption
Event exists.
If the Index Publisher discontinues publication of the Index before the
Calculation Period and the Calculation Agent determines that no Successor
Index is available at that time, then on each Business Day (as defined below)
until the earlier to occur of:
o the determination of the Ending Value; or
o a determination by the Calculation Agent that a Successor Index is
available,
the Calculation Agent shall determine the value that would be used in
computing the Redemption Amount as described in the preceding paragraph as if
that day were a Calculation Day. The Calculation Agent shall cause notice of
each value to be published not less often than once each month in The Wall
Street Journal or another newspaper of general circulation and arrange for
information with respect to these values to be made available by telephone.
A "Business Day" is any day that is either (i) an Index Business Day or
(ii) a day on which the relevant exchanges listing the stocks of companies
used to calculate a substitute level of the Index following a discontinuance,
as discussed above, are open for trading.
General
All percentages resulting from any calculation on the Notes shall be
rounded to the nearest one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upwards. For example, 9.876545%
(or .09876545) would be rounded to 9.87655% (or .0987655). All dollar amounts
used in or resulting from any calculation shall be rounded to the nearest cent
with one-half cent being rounded upward.
This Global Note is one of a duly authorized issue of the Company's
Medium-Term Notes, Series C, Due Nine Months or More from Date of Issue and
designated as Strategic Return Notes(R) which are due at the Stated Maturity.
The Notes are issued and to be issued under an indenture dated as of April 1,
1983, as amended and restated (the "Indenture"), between the Company and
JPMorgan Chase Bank, N.A. (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.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee with respect to the Notes under the Indenture, or its
successor thereunder, by the manual signature of one of its authorized
officers, this Global Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
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The Notes are issuable only in registered form without coupons in the
Denominations specified above. As provided in the Indenture and subject to
certain limitations therein set forth, this Global Note is exchangeable for
certificates representing the Notes of like tenor and of an equal Principal
▇▇▇▇▇▇ 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
Global Note shall be exchangeable or (z) an Event of Default has occurred and
is continuing with respect to this Global Note, this Global Note shall be
exchangeable for certificates representing the Notes in definitive form of
like tenor and of an equal 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 Global Note as are necessary or
appropriate to allow for the issuance of such definitive Notes.
In case an Event of Default with respect to this Global Note shall have
occurred and be continuing, the amount payable to a Holder of this Global Note
upon any acceleration permitted by the Notes, with respect to the Principal
Amount of this Global Note, shall be equal to the Redemption Amount,
calculated as though the date of acceleration were the Stated Maturity.
In case of default in payment of this Global Note, whether at the Stated
Maturity or upon exchange or acceleration, from and after such date this
Global Note shall bear interest, payable upon demand of the Holders thereof,
at the Default Rate, to the extent that such payment of interest shall be
legally enforceable on the unpaid amount due and payable on such date in
accordance with the terms of this Global Note to the date payment of such
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 Company and the Trustee with
the consent of the Holders of not less than 66 2/3% in aggregate principal
amount of the Securities at the time outstanding of each series affected
thereby. 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 Securities of each series, are permitted 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 Global Note shall be conclusive and binding upon such Holder
and upon all future Holders of this Global 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 Global
Note.
No reference herein to the Indenture and no provision of this Global Note
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the Redemption Amount or Exchange Amount
hereof and interest on this Global Note, if any, 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 Global Note may be
registered on the Security Register of the
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Company, upon surrender of this Global 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
certificates representing the Notes of authorized denominations, of like tenor
and for the same Principal Amount shall be issued to the designated transferee
or transferees.
Prior to due presentment of this Global 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 Global Note is registered as the owner
hereof for all purposes, whether or not this Global Note be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
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.
The Company and each Holder and beneficial owner by acceptance hereof
hereby agree (in the absence of an administrative determination, judicial
ruling or other authoritative guidance to the contrary) to characterize and
treat this Global Note for all tax purposes as a pre-paid cash-settled forward
contract linked to the level of the Index.
The Indenture and this Global Note shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used in this Global Note which are defined in the Indenture but
not in this Global Note 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:
CERTIFICATE OF AUTHENTICATION ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., Inc.
This is one of the Securities of the series
designated therein referred to in the [Copy of Seal]
within-mentioned Indenture.
JPMorgan Chase Bank, N.A., as Trustee By:
----------------------
Assistant Treasurer
By: Attest:
---------------------------- ------------------
Authorized Officer Secretary
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ANNEX A
FORM OF
OFFICIAL NOTICE OF EXERCISE
▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO., INC.
Medium-Term Notes, Series C
Strategic Return Notes(R)
Linked to the [INDEX] due [STATED MATURITY]
Dated:
▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., Inc.
▇▇ ▇▇▇▇▇ ▇▇.
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
(Attn: Treasury)
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated,
as Calculation Agent
4 World Financial Center
25th Floor
New York, New York 10080
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
JPMorgan Chase Bank, N.A.
▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
(Attn: Institutional Trust Services)
Dear Sir or Madam:
The undersigned holder of the Medium-Term Notes, Series C, Strategic
Return Notes(R) Linked to the [INDEX] which are due [STATED MATURITY] of
▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., Inc. (the "Notes") hereby irrevocably elects to exercise
with respect to the $ principal amount of Notes indicated below, as of
the date hereof, provided that such day is within the applicable Exchange
Notice Period and subject to the restrictions as set forth under "Exchange of
the Notes Prior to
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the Maturity Date" as described in the Pricing Supplement dated [DATE] to the
Prospectus Supplement and Prospectus dated [DATE]. Capitalized terms not
defined herein have the meanings given to such terms in the 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 Exchange Amount shall be delivered in cash, in
accordance with the terms of the Notes described in the Pricing Supplement.
Very truly yours,
_____________________________
[Name of Holder]
By:_________________________________________
[Title]
____________________________________________
[Fax No.]
____________________________________________
$ principal amount of Notes surrendered for exercise of the right to receive
the Exchange Amount
If you want the amount in cash 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 ▇▇▇▇▇▇'s
exchange right is hereby acknowledged
▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO., INC.,
as Issuer
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED,
as Calculation Agent
By JPMORGAN CHASE BANK, N.A.
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.
Date: ____________________ _______________________________________
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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