-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Uo4Q7M9S8oQrgbwlxZhYh4x/C6J0mLhffKuNxQjgqw/j543jhFdGEpcNQWpUSV5+ pZRCnhIkBRHgoU2WBCosBA== 0000912057-94-001597.txt : 19940509 0000912057-94-001597.hdr.sgml : 19940509 ACCESSION NUMBER: 0000912057-94-001597 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MALLINCKRODT GROUP INC CENTRAL INDEX KEY: 0000051396 STANDARD INDUSTRIAL CLASSIFICATION: 2834 IRS NUMBER: 361263901 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-00483 FILM NUMBER: 94526443 BUSINESS ADDRESS: STREET 1: 7733 FORSYTH BOULEVARD CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3148545299 FORMER COMPANY: FORMER CONFORMED NAME: IMCERA GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL MINERALS & CHEMICAL CORP DATE OF NAME CHANGE: 19900614 8-A12B 1 8-A12B Page> SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------ MALLINCKRODT GROUP INC. (formerly known as IMCERA Group Inc.) (Exact name of registrant as specified in its charter) New York 36-1263901 (State of incorporation or organization) (IRS employer identification number) 7733 Forsyth Boulevard, St. Louis, Missouri 63105 (Address of principal executive offices) (Zip Code) SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT Title of each class Name of each exchange on which to be so registered each class is to be registered 6% Notes due October 15, 2003 New York Stock Exchange, Incorporated 7% Debentures due December 15, 2013 New York Stock Exchange, Incorporated SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT None Item 1. Description of Registrant's Securities to be Registered. On April 27, 1992, Registration Statement No. 33-47081 on Form S-3 of Mallinckrodt Group Inc., formerly known as IMCERA Group Inc. (the "Company"), a New York corporation, relating to $250,000,000 of Debt Securities, was declared effective. (a) $100,000,000 AGGREGATE PRINCIPAL AMOUNT OF 6% NOTES DUE OCTOBER 15, 2003 (THE "NOTES") OF THE COMPANY. The Company issued a Prospectus, dated October 12, 1993, as supplemented by Prospectus Supplement dated October 19, 1993, pursuant to the aforementioned Registration Statement, relating to the Notes. The information set forth under the caption "Description of the Securities" in such Prospectus and under the caption "Description of the Notes" in such Prospectus Supplement is incorporated herein by reference. (b) $100,000,000 AGGREGATE PRINCIPAL AMOUNT OF 7% DEBENTURES DUE DECEMBER 15, 2013 (THE "DEBENTURES") OF THE COMPANY. The Company issued a Prospectus, dated December 1, 1993, as supplemented by Prospectus Supplement dated December 8, 1993, pursuant to the aforementioned Registration Statement, relating to the Debentures. The information set forth under the caption "Description of the Securities" in such Prospectus and under the caption "Description of the Debentures" in such Prospectus Supplement is incorporated herein by reference. Item 2. Exhibits Exhibit Number 4.1 Form of Indenture dated as of March 15, 1985 between the Company and Morgan Guaranty Trust Company of New York, as Trustee, including Form of Securities (incorporated by reference to Registration Statement No. 2-96566) 4.2 Form of First Supplemental Indenture dated as of April 1, 1992, to Indenture dated March 15, 1985 (incorporated by reference to Registration Statement No. 33-47081) 4.3 Specimen 6% Note due October 15, 2003 4.4 Specimen 7% Debenture due December 15, 2013 -2- Signature Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized. MALLINCKRODT GROUP INC. By /s/ WILLIAM B. STONE -------------------------- Name: William B. Stone Title: Vice-President and Controller Date: May 6, 1994 -3- EXHIBIT INDEX Sequentially Exhibit Numbered Number Description Page - ------- ----------- ------------ 4.1 Form of Indenture dated as of March 15, 1985 between the Company and Morgan Guaranty Trust Company of New York, as Trustee, including Form of Securities (incorporated by reference to Registration Statement No. 2-96566) 4.2 Form of First Supplemental Indenture dated as of April 1, 1992, to Indenture dated March 15, 1985 (incorporated by reference to Registration Statement No. 33-47081) 4.3 Specimen 6% Note due October 15, 2003 4.4 Specimen 7% Debenture due December 15, 2013 -4- EX-4.3 2 EXHIBIT 4.3 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAY- MENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGIS- TERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. IMCERA GROUP INC. 6% Notes due October 15, 2003 CUSIP 452454AA9 No 1 $100,000,000 IMCERA GROUP INC., a corporation organized and existing under the laws of the State of New York (hereinafter called the "Company", which term shall include any successor corporation), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of One Hundred Million Dollars ($100,000,000.00) on October 15, 2003, and to pay interest thereon from October 15, 1993 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on April 15 and October 15 in each year, commencing April 15, 1994, at the rate of 6% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture hereinafter referred to, be paid to the Person in whose name this Debt Security (or one or more Predecessor Debt Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the April 1 or October 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the person in whose name this Debt Security (or one or more Predecessor Debt 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 Holders of Debt Securities of this series not less than ten days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debt Securities of this series may be listed, and upon such notice as may be required by such exchange, as more fully provided in the Indenture. Payment of the principal of and interest on this Security will 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; PROVIDED, HOWEVER, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Debt Security Register. Reference is hereby made to the further provisions of this Debt Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Debt Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this Instrument to be duly executed under its corporate seal. Dated: October 15, 1993 IMCERA GROUP INC. By_______________________ Vice President and Treasurer Attest: ________________________ Assistant Secretary This is one of the Debt Securities of the series designated herein issued under the within-mentioned Indenture. MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Trustee By___________________________ Authorized Officer IMCERA GROUP INC. 6% Notes due October 15, 2003 This Debt Security is one of a duly authorized issue of securities of the Company (herein called the "Debt Securities"), issued and to be issued in one or more series under an Indenture, dated as of March 15, 1985, as supplemented by a First Supplemental Indenture dated as of April 1, 1992 (as so supplemented, herein called the "Indenture"), between the Company and Morgan Guaranty Trust Company of New York, a New York banking corporation, 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, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Debt Securities and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered. This Debt Security is one of the series designated on the face hereof, limited in aggregate principal amount to $100,000,000. The Debt Securities of this series are not subject to redemption prior to maturity. If an Event of Default with respect to Debt Securities of this series shall occur and be continuing, the principal of the Debt Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. 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 Debt 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 greater than 50% in aggregate principal amount of the Debt Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Debt Securities of each series at the time Outstanding, on behalf of the Holders of all Debt Securities of such 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 Debt Security shall be conclusive and binding upon such Holder and upon all future Holders of this Debt Security and of any Debt Security 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 Debt Security. Except in the event the Company deposits money or government securities as provided in Section 13.01 of the Indenture, the obligation of the Company to pay the principal of and interest on this Debt Security at the times, place and rate, and in the coin or currency herein provided is absolute and unconditional. As provided in the Indenture and subject to certain limitations therein and herein set forth, the transfer of this Debt Security is registrable in the Debt Security Register, upon surrender of this Debt Security for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Debt Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Debt Security registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debt Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Debt Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein and herein set forth, Debt Securities of this series are exchangeable for a like aggregate principal amount of Debt Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same. Notwithstanding anything herein to the contrary, so long as the Depositary or its nominee is the registered owner of this Note or any Note issued in exchange herefor, the Depositary or its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented hereby for all purposes under the Indenture. Unless and until either (a) the Depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days, or (b) the Company elects in its sole discretion not to have the Notes held by the Depositary, owners of beneficial interests in this Note will not be entitled to have Notes represented hereby registered in their names, will not receive or be entitled to receive physical delivery of such Notes in definitive form, and will not be considered the owners or holders thereof under the Indenture. 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 Debt Security 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 Debt Security is registered as the owner hereof for all purposes, whether or not this Debt Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Debt Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. -2- EX-4.4 3 EXHIBIT 4.4 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAY- MENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGIS- TERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. IMCERA GROUP INC. 7% Debentures due December 15, 2013 CUSIP 452454AB7 No 1 $100,000,000 IMCERA GROUP INC., a corporation organized and existing under the laws of the State of New York (hereinafter called the "Company", which term shall include any successor corporation), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of One Hundred Million Dollars ($100,000,000.00) on December 15, 2013, and to pay interest thereon from December 15, 1993 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 15 and December 15 in each year, commencing June 15, 1994, at the rate of 7% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture hereinafter referred to, be paid to the Person in whose name this Debt Security (or one or more Predecessor Debt Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the person in whose name this Debt Security (or one or more Predecessor Debt 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 Holders of Debt Securities of this series not less than ten days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debt Securities of this series may be listed, and upon such notice as may be required by such exchange, as more fully provided in the Indenture. Payment of the principal of and interest on this Security will 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; PROVIDED, HOWEVER, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Debt Security Register. Reference is hereby made to the further provisions of this Debt Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Debt Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this Instrument to be duly executed under its corporate seal. Dated: December 15, 1993 IMCERA GROUP INC. By_______________________ Vice President and Treasurer Attest: ________________________ Secretary This is one of the Debt Securities of the series designated herein issued under the within-mentioned Indenture. MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Trustee By___________________________ Authorized Officer IMCERA GROUP INC. 7% Debentures due December 15, 2013 This Debt Security is one of a duly authorized issue of securities of the Company (herein called the "Debt Securities"), issued and to be issued in one or more series under an Indenture, dated as of March 15, 1985, as supplemented by a First Supplemental Indenture dated as of April 1, 1992 (as so supplemented, herein called the "Indenture"), between the Company and Morgan Guaranty Trust Company of New York, a New York banking corporation, 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, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Debt Securities and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered. This Debt Security is one of the series designated on the face hereof, limited in aggregate principal amount to $100,000,000. The Debt Securities of this series are not subject to redemption prior to maturity. If an Event of Default with respect to Debt Securities of this series shall occur and be continuing, the principal of the Debt Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. 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 Debt 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 greater than 50% in aggregate principal amount of the Debt Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Debt Securities of each series at the time Outstanding, on behalf of the Holders of all Debt Securities of such 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 Debt Security shall be conclusive and binding upon such Holder and upon all future Holders of this Debt Security and of any Debt Security 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 Debt Security. Except in the event the Company deposits money or government securities as provided in Section 13.01 of the Indenture, the obligation of the Company to pay the principal of and interest on this Debt Security at the times, place and rate, and in the coin or currency herein provided is absolute and unconditional. As provided in the Indenture and subject to certain limitations therein and herein set forth, the transfer of this Debt Security is registrable in the Debt Security Register, upon surrender of this Debt Security for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Debt Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Debt Security registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debt Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Debt Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein and herein set forth, Debt Securities of this series are exchangeable for a like aggregate principal amount of Debt Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same. Notwithstanding anything herein to the contrary, so long as the Depositary or its nominee is the registered owner of this Debenture or any Debenture issued in exchange herefor, the Depositary or its nominee, as the case may be, will be considered the sole owner or holder of the Debentures represented hereby for all purposes under the Indenture. Unless and until either (a) the Depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days, or (b) the Company elects in its sole discretion not to have the Debentures held by the Depositary, owners of beneficial interests in this Debenture will not be entitled to have Debentures represented hereby registered in their names, will not receive or be entitled to receive physical delivery of such Debentures in definitive form, and will not be considered the owners or holders thereof under the Indenture. 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 Debt Security 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 Debt Security is registered as the owner hereof for all purposes, whether or not this Debt Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Debt Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. -2- -----END PRIVACY-ENHANCED MESSAGE-----