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 XXXXXXX XXXXX & 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. CUSIP No. 59018S J62 $
XXXXXXX XXXXX & CO., INC.
MEDIUM-TERM NOTE,
SERIES B
3% Stock Linked Notes due June , 2000
(Linked to the performance of Honda Motor Co., Ltd. Common Stock)
XXXXXXX XXXXX & 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 June , 2000 (the "Maturity Date") by
delivering to CEDE & CO., or registered assigns with respect to the principal
amount hereof, (i) an amount in U.S. Dollars equal to the product of the
principal amount hereof and the Stock Percentage Change (the "Cash Amount") or
(ii) if the holder so elects as hereinafter provided, the Equivalent Share
Amount, each as defined below and determined in accordance with the provisions
set forth below, and to pay interest on the principal amount hereof from June
, 1998, or from the most recent date in respect of which interest has been paid
or duly provided for, semiannually in arrears on June and December ,
in each year (each an "Interest Payment Date"), commencing December , 1998,
at the rate of 3% per annum, until the principal amount is paid or duly made
available for payment. 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 June or December (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
10 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, the Cash Amount, and, if applicable, delivery of the
Equivalent Share Amount, if any, 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 "Cash Amount" with respect to this Note equals:
( Final Stock Price )
Principal Amount X (-------------------)
(Initial Stock Price)
The "Initial Stock Price" equals (Yen) .
The "Final Stock Price" will be determined by Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx
& Xxxxx Incorporated (the "Calculation Agent", which term includes any successor
thereto) and will equal the product of the Market Price of one share of Honda
Stock and the Share Ratio, each as determined on the Determination Date.
"Market Price" for any security for any date means the official closing
price (afternoon session, as applicable) of such security as reported by the
principal exchange on which such security 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, as defined herein), the
Market Price for such security for any date shall be the mean, as determined by
the Calculation Agent, of the bid prices for such security obtained from as many
dealers in such security, but not exceeding three, as will make such bid prices
available to the Calculation Agent after 3:00 p.m. (local time in such principal
market) on such date.
"Share Ratio" initially means 1.0, but will be subject to adjustment, as
provided herein, through and including the Determination Date.
"Determination Date" means the sixth Trading Day before the Maturity Date
or if there is a Market Disruption Event on such day, the Determination Date
will be the immediately succeeding Trading Day during which no Market Disruption
Event shall have occurred; provided that the Determination Date will be no later
than the second scheduled Trading Day preceding the Maturity Date,
notwithstanding the occurrence of a Market Disruption Event on such second
scheduled Trading Day.
"Equivalent Share Amount" for any Note means an amount of American
Depositary Shares, as determined by the Calculation Agent, representing Honda
Stock ("Honda ADRs") equivalent to the Cash Amount otherwise payable on such
Note determined as follows. The number of Honda ADRs resulting from the
conversion into Honda ADRs (at the then current ratio of Honda Stock to Honda
ADRs) will be a number of shares of Honda Stock having an aggregate Market Price
on the Determination Date equal to the Cash Amount multiplied by the Final FX
Rate, as defined below; provided that the Cash Amount shall be reduced by the
cost of converting such Honda Stock into Honda ADRs assessed by Xxxxxx Xxxxxxxx
Trust Company of New York, or such other Depositary for such Honda ADRs
(together with any successor depositary, the "Honda ADR Depositary") and by any
tax or other governmental charge levied in connection with such conversion; and
provided further that the Company will pay cash in lieu of delivering fractional
Honda ADRs, in an amount as determined by the Calculation Agent. The Company
shall deliver the Equivalent Share Amount to the holders on the later of (i) the
Maturity Date and (ii) the first Business Day when Honda ADRs are available with
respect to shares of Honda Stock submitted to the Honda ADR Depositary for
conversion into Honda ADRs on the Business Day immediately succeeding the
Determination Date. In the event of certain Market Disruption Events, the
delivery of such Honda ADRs may be delayed until after the Maturity Date. "Final
FX Rate" means the Japanese Yen/U.S. Dollar exchange rate as of 3:00 p.m. (Tokyo
time) on the Determination Date as determined by reference to Reuters Screen
TKYFX, as determined by the Calculation Agent.
On or prior to the fifteenth Business Day prior to the Maturity Date,
holders of Notes will be entitled, upon completion by the holder and delivery to
the Company and the Calculation Agent of an Official Notice of Exercise of Right
to Receive Equivalent Share Amount (in the form of Annex A attached hereto)
prior to 11:00 a.m., New York City time on such date, to elect to receive the
Equivalent Share Amount at maturity, in lieu of the Cash Amount, unless it is
not reasonably practicable at such time, in the opinion of the Calculation
Agent, to obtain such Equivalent Share Amount for all Notes with respect to
which holders have elected to receive the Equivalent Share Amount at maturity,
in which case the Cash Amount will be paid.
"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 or in Tokyo.
"Trading Day " means a day on which trading is generally conducted on the
Tokyo Stock Exchange, and in the over-the-counter market for equity securities
in the United States and Japan, as determined by the Calculation Agent.
"Market Disruption Event" means:
(i) a suspension, absence (including the absence of an official closing price)
or material limitation of trading of Honda Stock on the Tokyo Stock
Exchange 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 Honda 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
(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 Honda Stock for the
purpose of delivering the Equivalent Share 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 option contract will not constitute a Market
Disruption Event, (3) limitations pursuant to any rule or regulation enacted or
promulgated by the Tokyo Stock Exchange (or other regulatory organization in
Japan with jurisdiction over the Tokyo Stock Exchange) on trading during
significant market fluctuations will constitute a suspension or material
limitation of trading in Honda Stock, (4) a suspension of trading in an options
contract on Honda 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 Honda Stock and (5) a suspension, absence or material
limitation of trading on the primary securities market on which options
contracts related to Honda Stock are traded will not include any time when such
securities market is itself closed for trading under ordinary circumstances.
The Share Ratio (and, in the case of paragraph 5 below, the determination
of the Cash Amount) will be adjusted as follows:
1. If Honda Stock is subject to a stock split or reverse stock split, then once
such split has become effective, the Share Ratio will be adjusted to equal the
product of the prior Share Ratio and the number of shares issued in such stock
split or reverse stock split with respect to one share of Honda Stock.
2. If Honda Stock is subject (i) to a stock dividend (issuance of additional
shares of Honda Stock) that is given ratably to all holders of shares of Honda
Stock or (ii) to a distribution of Honda Stock as a result of the triggering of
any provision of the corporate charter of Honda by any shareholder that is not a
holder of the Notes, then once the dividend has become effective and Honda Stock
is trading ex-dividend, the Share Ratio will be adjusted so that the new Share
Ratio shall equal the prior Share Ratio plus the product of (i) the number of
shares issued with respect to one share of Honda Stock and (ii) the prior Share
Ratio.
3. There will be no adjustments to the Share Ratio to reflect cash dividends or
other distributions paid with respect to Honda Stock other than distributions
described in clause (v) of paragraph 5 below and Extraordinary Dividends as
described below. A cash dividend or other distribution with respect to Honda
Stock will be deemed to be an "Extraordinary Dividend" if such dividend or other
distribution exceeds the immediately preceding non-Extraordinary Dividend for
Honda Stock by an amount equal to at least 10% of the Market Price of Honda
Stock on the Trading Day preceding the ex-dividend date for the payment of such
Extraordinary Dividend (the "ex-dividend date"). If an Extraordinary Dividend
occurs with respect to Honda Stock, the Share Ratio with respect to Honda Stock
will be adjusted on the ex-dividend date with
respect to such Extraordinary Dividend so that the new Share Ratio will equal
the product of (i) the then current Share Ratio and (ii) a fraction, the
numerator of which is the Market Price on the Trading Day preceding the ex-
dividend date, and the denominator of which is the amount by which the Market
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 Honda Stock will equal (i) 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 for Honda Stock or (ii) 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 Honda Stock described in clause (v) of
paragraph 5 below that also constitutes an Extraordinary Dividend shall cause an
adjustment to the Share Ratio pursuant only to clause (v) of paragraph 5.
4. If Honda issues rights or warrants to all holders of Honda Stock to
subscribe for or purchase Honda Stock at an exercise price per share less than
the Market Price of the Honda Stock on (i) the date the exercise price of such
rights or warrants is determined and (ii) the expiration date of such rights or
warrants, and if the expiration date of such rights or warrants precedes the
maturity of the Notes, then the Share Ratio will be adjusted to equal the
product of the prior Share Ratio and a fraction, the numerator of which shall be
the number of shares of Honda Stock outstanding immediately prior to such
issuance plus the number of additional shares of Honda Stock offered for
subscription or purchase pursuant to such rights or warrants and the denominator
of which shall be the number of shares of Honda Stock outstanding immediately
prior to such issuance plus the number of additional shares of Honda Stock which
the aggregate offering price of the total number of shares of Honda Stock so
offered for subscription or purchase pursuant to such rights or warrants would
purchase at the Market Price 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 Market Price.
5. If (i) there occurs any reclassification or change of Honda Stock, (ii)
Honda, or any surviving entity or subsequent surviving entity of Honda (a "Honda
Successor") has been subject to a merger, combination or consolidation and is
not the surviving entity, (iii) any statutory exchange of securities of Honda or
any Honda Successor with another corporation occurs (other than pursuant to
clause (ii) above), (iv) Honda is liquidated, (v) Honda issues to all of its
shareholders equity securities of an issuer other than Honda (other than in a
transaction described in clauses (ii), (iii) or (iv) above) (a "Spin-off Event")
or (vi) a tender or exchange offer is consummated for all the outstanding shares
of Honda Stock (any such event in clauses (i) through (vi) a "Reorganization
Event"), the method of determining the amount payable at maturity for each Note
will be adjusted to provide that each holder of Notes will receive at maturity,
in respect of the principal amount of each Note and in lieu of the Cash Amount,
U.S. Dollars in an amount equal to the Transaction Value (as defined below);
provided that, if the Exchange Property (as defined below) received in any such
Reorganization Event consists only of cash, the maturity date of the Notes will
be deemed to be accelerated to the date on which such cash is distributed to
holders of Honda 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 Honda Stock with
respect to which the spun-off security was issued. "Transaction Value" means (i)
for any cash received in any such Reorganization Event, the amount of cash
received per share of Honda Stock multiplied by the product of the Initial Share
Control Amount and the then current Share Ratio divided by the Initial FX Rate,
(ii) 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 Exchange Property received for each share of Honda Stock at the date of
the receipt of such Exchange Property multiplied by the product of the Initial
Share Control Amount and the then current Share Ratio divided by the Initial FX
Rate and (iii) for any security received in any such Reorganization Event, an
amount equal to the Market Price per share of such security on the Determination
Date multiplied by the quantity of such security received for each share of
Honda Stock multiplied by the product of the Initial Share Control Amount and
the then current Share Ratio divided by the Initial FX Rate.
6. In the event of a general revaluation of the Japanese Yen pursuant to any
governmental action by Japan, the Share Ratio will be adjusted by the
Calculation Agent so that the new Share Ratio will reflect the effect of such
revaluation on the Japanese Yen/U.S. dollar exchange rate. For example, if Japan
were to revalue the Yen by the issuance of a new currency (the "New Currency")
whose value per currency unit against the U.S. dollar was equivalent to a
multiple or fraction of the then prevailing Japanese Yen/U.S. dollar rate (and
the price of Honda Stock was to be quoted in such New Currency), the Market
Price will be determined by reference to the market price of Honda Stock as
quoted in such New Currency and the Share Ratio will be adjusted by such
multiple or fraction so that the U.S. dollar value of the Notes would remain
constant i.e. the Cash Amount, if determined immediately after such revaluation
would be the same as the Cash Amount as determined immediately prior to such
revaluation.
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.
No adjustments to the Share Ratio will be required unless such Share Ratio
adjustment would require a change of at least 0.1% in the Share Ratio then in
effect. The Share Ratio resulting from any of the adjustments specified above
will be rounded to the nearest one thousandth with five ten-thousandths being
rounded upward.
No adjustments to the Share Ratio or to the amount payable at maturity of
the Notes 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 Ratio to reflect changes occurring in
relation to the Honda 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 Market Price of the
Honda Stock, including, without limitation, a partial tender or exchange offer
for the Honda Stock.
The Calculation Agent shall be solely responsible for the determination and
calculation of any adjustments to the Share Ratio 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 in paragraph 5 above, and its determinations and
calculations with respect thereto, absent manifest error, shall be conclusive
for all purposes and binding on the Company and holders of the Notes.
The Calculation Agent will provide information as to any adjustments to the
Share Ratio upon written request by any holder of the Notes.
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 U.S. Dollar amounts used in
or resulting from such calculation will be rounded to the nearest cent with one-
half cent being rounded upwards.
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 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 $_________ and integral
multiples thereof. 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.
This Note is not subject to repayment at the option of the Holder prior to
its Maturity Date.
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 Cash Amount
determined as through the Determination Date were the stated maturity date of
the Notes, as provided above, plus any accrued but unpaid interest to but not
including the date of acceleration.
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 % 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.
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 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 Principal Amount, the interest on, and
the Cash Amount, if any, 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.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: June ___, 1998
CERTIFICATE OF AUTHENTICATION Xxxxxxx Xxxxx & Co., Inc.
This is one of the Securities of the
series designated therein referred [Copy of Seal]
to in the within-mentioned Indenture.
The Chase Manhattan Bank, as Trustee By:
Treasurer
By: Attest:
Authorized Officer Secretary
ANNEX A
OFFICIAL NOTICE OF EXERCISE OF RIGHT
TO RECEIVE EQUIVALENT SHARE AMOUNT
3% STOCK LINKED MEDIUM-TERM NOTES DUE JUNE , 2000
Dated: [On or prior to the fifteenth Business Day prior to June , 2000]
Xxxxxxx Xxxxx & Co., Inc.
World Financial Center
South Tower, 5th Floor
New York, New York 00000-0000
Fax No.: (000) 000-0000
(Attn: Treasury)
Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated, as Calculation Agent
World Financial Center
North Tower, 5th Floor
New York, New York 00000-0000
Fax No.: (000) 000-0000
(Attn: Operations (Xxxxxxx Xxxxxxxx))
The Chase Manhattan Bank
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax No.: (000) 000-0000
(Attn: Corporate Trust Department)
Dear Sirs:
The undersigned holder of the 3% Stock Linked Medium-term Notes due June
, 2000 of Xxxxxxx Xxxxx & 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 Business Day prior to
June , 2000, the Right to Receive the Equivalent Share Amount as described in
Pricing Supplement dated June , 1998 (the "Pricing Supplement") to the
Prospectus Supplement dated March 12, 1998 and the Prospectus dated January 29,
1998. 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 Company will
deliver Honda ADRs, 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 exchange
If you want the Honda ADRs 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:______________________________________
Receipt of the above Official
Notice of Exchange is hereby acknowledged
XXXXXXX XXXXX & CO., INC., as Issuer
XXXXXXX XXXXX, XXXXXX, XXXXXX & XXXXX INCORPORATED,
as Calculation Agent
By THE CHASE MANHATTAN BANK,
as Trustee
By:_________________________________________________
Title:
Date and time of acknowledgment ____________________
