424B5
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-155674
CALCULATION OF REGISTRATION FEE(1)
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Title of each class of securities |
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Maximum aggregate |
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Amount of |
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to be registered |
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offering price |
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registration fee(2) |
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Debt Securities |
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$ |
500,000,000 |
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(2 |
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(1) |
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The information in this Calculation of Registration Fee Table (including the footnotes
hereto) updates, with respect to the securities offered hereby, the information set forth in
the Calculation of Registration Fee Table included in the Registrants Automatic Registration
Statement on Form S-3ASR (Registration No. 333-155674), originally filed with the Commission
on November 25, 2008 (the New Registration Statement). |
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(2) |
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The registration fee for the securities to which this prospectus supplement relates were
previously paid in connection with the Registrants Registration Statement on Form S-3
(Registration No. 333-110546), originally filed with the Commission on November 17, 2003 (the
Prior Registration Statement). An aggregate of $1,350,000,000 of unsold securities, which
were originally registered by the Registrant under the Prior Registration Statement were
carried forward, pursuant to Rule 415(a)(6), to the New Registration Statement. The
previously paid registration fee with respect to such unsold securities will continue to be
applied to such securities, including the securities to which this prospectus supplement
relates. Accordingly, no additional registration fee is owed in respect of this filing.
Further, the previously paid registration fee with respect to an aggregate of $850,000,000 of
additional unsold securities which were previously registered under the Prior Registration
Statement, and which were subsequently carried forward to the New Registration Statement, will
continue to be applied to such unsold securities. Other than as set forth above, in
accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of registration
fees as provided in the Calculation of Registration Fee Table included in the New Registration
Statement. |
Filed
Pursuant to Rule 424(b)(5)
Registration
No. 333-155674
Prospectus
Supplement
(To
Prospectus dated November 25, 2008)
Emerson
Electric Co.
$500,000,000
4.875% Notes
due 2019
Interest payable
on April 15 and October 15
The
4.875% Notes due 2019 (the Notes) will mature
on October 15, 2019. Prior to maturity, we may redeem any
or all of the Notes at any time at the redemption prices
described in this prospectus supplement. When a change of
control triggering event (as defined herein) occurs, each holder
of notes may require us to repurchase some or all of its notes
at a purchase price equal to 101% of the principal amount of the
notes, plus accrued interest. Interest will accrue from
January 21, 2009.
We do not intend to
apply for listing of the Notes on any national securities
exchange. Currently, there is no public market for the Notes.
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 accompanying
prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
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Underwriting
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Discounts and
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Proceeds to
Emerson
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Price to
Public
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Commissions
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Electric
Co.
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Per Note
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99.619%
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0.450%
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99.169%
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Total
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$498,095,000
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$2,250,000
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$495,845,000
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The proceeds to us
are before deducting estimated expenses from the sale of the
Notes.
The Underwriters
expect to deliver the Notes through the book-entry delivery
system of The Depository Trust Company to the purchasers on
or about January 21, 2009.
Joint
Book-Running Managers
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Banc
of America Securities LLC |
J.P. Morgan |
Co-Managers
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Barclays
Capital |
BNP PARIBAS |
Citi |
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Morgan
Stanley |
RBC Capital Markets |
January 15, 2009
You should rely only on the information contained or
incorporated by reference in this prospectus supplement and the
accompanying prospectus. We have not authorized anyone to
provide you with information different from that contained in
this prospectus supplement and the accompanying prospectus. We
are offering to sell Notes and seeking offers to buy Notes only
in jurisdictions where offers and sales are permitted. The
information contained in this prospectus supplement and the
accompanying prospectus is accurate only as of the date of this
prospectus supplement, regardless of the time of delivery of
this prospectus supplement and the accompanying prospectus or
any sale of the Notes.
TABLE OF
CONTENTS
Prospectus Supplement
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Page
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Use of Proceeds
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S-3
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Ratio of Earnings to Fixed Charges
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S-3
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Description of the Notes
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S-4
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Underwriting
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S-9
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Validity of the Notes
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S-10
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Prospectus
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Information About Emerson
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1
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Risk Factors
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1
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About This Prospectus
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2
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Where You Can Find More Information
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3
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Information We Incorporate By Reference
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3
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Cautionary Statement Regarding Forward-Looking Statements
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4
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Use of Proceeds
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4
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Ratio of Earnings To Fixed Charges
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4
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Description of The Securities We May Offer
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5
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Description of The Debt Securities
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5
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Book-Entry Debt Securities
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11
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Description of Capital Stock of Emerson
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12
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Description of Warrants
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20
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Description of Share Purchase Contracts And Share Purchase Units
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22
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Plan of Distribution
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23
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Legal Matters
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25
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Experts
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25
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S-2
USE OF
PROCEEDS
We expect to use the net proceeds from the sale of the Notes
(estimated at $495.8 million, before deducting estimated
expenses of this offering) for general corporate purposes and to
repay a portion of our commercial paper borrowings, which
commercial paper borrowings were issued within the last year for
general corporate purposes. As of January 15, 2009, such
commercial paper had a weighted average interest rate (on a
bond-equivalent yield basis) of approximately 0.8% per annum
with a weighted average maturity of approximately 35 days.
RATIO OF
EARNINGS TO FIXED CHARGES
The following table sets forth our ratios of earnings to fixed
charges for the periods indicated. For purposes of computation
of the ratio of earnings to fixed charges, earnings consist of
earnings from continuing operations before income taxes and
cumulative effects of changes in accounting principles and
minority interests in the income of consolidated subsidiaries
with fixed charges plus the amount of fixed charges. Fixed
charges consist of interest expense and that portion of rental
expense deemed to represent interest.
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Year Ended September 30,
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2004
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2005
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2006
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2007
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2008
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Ratio of Earnings to Fixed Charges
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7.1x
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7.8x
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9.8x
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9.8x
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11.3x
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S-3
DESCRIPTION
OF THE NOTES
We will issue the Notes under an Indenture dated as of
December 10, 1998 between us and The Bank of New York
Mellon Trust Company, N.A., as Trustee (successor to The
Bank of New York). Information about the Indenture and the
general terms and provisions of the Notes is in the accompanying
prospectus under Description of the Debt Securities.
We will issue the Notes in book-entry form, as one or more
global notes registered in the name of the nominee of The
Depository Trust Company, which will act as the depositary
(the Depositary). Beneficial interests in book-entry
Notes will be shown on, and transfers of the Notes will be made
only through, records maintained by the Depositary and its
participants. The provisions set forth under Book-Entry
Debt Securities in the accompanying Prospectus will apply
to the Notes.
Certain
Terms of the Notes
The Notes will be initially limited to $500,000,000 in aggregate
principal amount. The Notes will mature on October 15,
2019. The interest rate on the Notes will be 4.875% per annum.
Payment
of Principal and Interest
We will pay interest on April 15 and October 15 of each year,
beginning April 15, 2009. Interest will accrue from
January 21, 2009 or from the most recent interest payment
date from which we have paid or provided for the payment of
interest to but excluding the next interest payment date or the
scheduled maturity date, as the case may be. We will pay
interest computed on the basis of a
360-day year
of twelve
30-day
months.
We will pay interest on the Notes in U.S. dollars in
immediately available funds to the persons in whose names the
Notes are registered at the close of business on the April 1 or
October 1 preceding the respective interest payment date. At
maturity we will pay the principal, together with final interest
on the Notes, in U.S. dollars in immediately available
funds.
If an interest payment date or the maturity date is not a
Business Day, we will pay interest or principal, as
the case may be, on the next succeeding Business Day. The term
Business Day means any day other than a Saturday or
Sunday or a day on which applicable law authorizes or requires
banking institutions in The City of New York, New York to close.
Additional
Notes
The Notes are initially being offered in the aggregate principal
amount of $500,000,000. We may, without the consent of the
holders of the Notes, create and issue additional notes ranking
equally with the Notes in all respects, including having the
same CUSIP number, so that such additional notes shall be
consolidated and form a single series with the Notes and shall
have the same terms as to status, redemption or otherwise as the
Notes. No additional notes may be issued if an Event of Default
has occurred and is continuing with respect to the Notes.
Same-Day
Settlement and Payment
The Notes will trade in the Depositarys
same-day
funds settlement system until maturity or until we issue the
Notes in definitive form. The Depositary will therefore require
secondary market trading activity in the Notes to settle in
immediately available funds. We can give no assurance as to the
effect, if any, of settlement in immediately available funds on
trading activity in the Notes.
Ranking
The Notes will be our senior unsecured obligations and will rank
equally with all of our existing and future unsecured and
unsubordinated debt.
S-4
Redemption
The Notes will be redeemable, in whole or from time to time in
part, at our option on any date (a
Redemption Date), at a redemption price equal
to the greater of (1) 100 percent of the principal
amount of the Notes to be redeemed and (2) the sum of the
present values of the remaining scheduled payments of principal
and interest thereon (exclusive of interest accrued to that
Redemption Date) discounted to that Redemption Date on
a semi-annual basis (assuming a
360-day year
consisting of twelve
30-day
months) at the Treasury Rate plus 40 basis points, plus, in
either case, accrued and unpaid interest on the principal amount
being redeemed to that Redemption Date, provided that
installments of interest on the Notes which are due and payable
on an interest payment date falling on or prior to the relevant
Redemption Date shall be payable to the holders of those
Notes registered as such at the close of business on the
relevant record date according to their terms and the provisions
of the Indenture.
Treasury Rate means, with respect to any
Redemption Date for the Notes, (1) the yield, under
the heading which represents the average for the immediately
preceding week, appearing in the most recently published
statistical release designated H.15(519) or any
successor publication which is published weekly by the Board of
Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption Treasury
Constant Maturities, for the maturity corresponding to the
Comparable Treasury Issue (if no maturity is within three months
before or after the Maturity Date, yields for the two published
maturities most closely corresponding to the Comparable Treasury
Issue shall be determined and the Treasury Rate shall be
interpolated or extrapolated from those yields on a straight
line basis, rounding to the nearest month) or (2) if that
release (or any successor release) is not published during the
week preceding the calculation date or does not contain those
yields, the rate per annum equal to the semi-annual equivalent
yield to maturity for the Comparable Treasury Issue, calculated
using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable
Treasury Price for that Redemption Date. The Treasury Rate
shall be calculated on the third Business Day preceding the
Redemption Date.
Comparable Treasury Issue means the United
States Treasury security selected by the Independent Investment
Banker 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.
Independent Investment Banker means Banc of
America Securities LLC or J.P. Morgan Securities Inc., or,
if those firms are unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of
national standing appointed by the Trustee after consultation
with us.
Comparable Treasury Price means with respect
to any Redemption Date for the Notes (1) the average
of five Reference Treasury Dealer Quotations for that
Redemption Date, after excluding the highest and lowest
such Reference Treasury Dealer Quotations, or (2) if the
Trustee obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such quotations.
Reference Treasury Dealer means (1) Banc
of America Securities LLC or J.P. Morgan Securities Inc.,
and their respective successors, provided, however, that if the
foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a Primary Treasury
Dealer), we shall substitute therefor another Primary
Treasury Dealer, and (2) any other Primary Treasury Dealers
selected by us.
Reference Treasury Dealer Quotation means
with respect to each Reference Treasury Dealer and any
Redemption Date, the average, as determined by the Trustee,
of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by that Reference Treasury
Dealer at 5:00 p.m., New York City time, on the third
Business Day preceding that Redemption Date.
Notice of any redemption by us will be mailed at least
30 days but not more than 60 days before any
Redemption Date to each holder of the Notes to be redeemed.
If less than all the Notes are to be redeemed at our option, the
Trustee shall select, in such manner as it shall deem fair and
appropriate, the Notes to be redeemed in whole or in part.
S-5
We will not make any sinking fund payments in connection with
the Notes.
Offer to
Repurchase upon a Change of Control Triggering Event
If a change of control triggering event occurs, unless we have
exercised our option to redeem the notes as described above, we
will be required to make an offer (the change of control
offer) to each holder of the notes to repurchase all or
any part (equal to $2,000 or an integral multiple of $1,000 in
excess thereof) of that holders notes on the terms set
forth in the notes. In the change of control offer, we will be
required to offer payment in cash equal to 101% of the aggregate
principal amount of notes repurchased, plus accrued and unpaid
interest, if any, on the notes repurchased to the date of
repurchase (the change of control payment). Within
30 days following any change of control triggering event
or, at our option, prior to any change of control, but after
public announcement of the transaction that constitutes or may
constitute the change of control, a notice will be mailed to
holders of the notes describing the transaction that constitutes
or may constitute the change of control triggering event and
offering to repurchase the notes on the date specified in the
notice, which date will be no earlier than 30 days and no
later than 60 days from the date such notice is mailed (the
change of control payment date).
The notice will, if mailed prior to the date of consummation of
the change of control, state that the offer to purchase is
conditioned on the change of control triggering event occurring
on or prior to the change of control payment date.
On the change of control payment date, we will, to the extent
lawful:
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accept for payment all notes or portions of notes properly
tendered pursuant to the change of control offer;
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deposit with the paying agent an amount equal to the change of
control payment in respect of all notes or portions of notes
properly tendered; and
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deliver or cause to be delivered to the trustee the notes
properly accepted together with an officers certificate
stating the aggregate principal amount of notes or portions of
notes being repurchased.
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We will not be required to make a change of control offer upon
the occurrence of a change of control triggering event if a
third party makes such an offer in the manner, at the times and
otherwise in compliance with the requirements for an offer made
by us and the third party repurchases all notes properly
tendered and not withdrawn under its offer. In addition, we will
not repurchase any notes if there has occurred and is continuing
on the change of control payment date an event of default under
the indenture, other than a default in the payment of the change
of control payment upon a change of control triggering event.
We will comply with the requirements of
Rule 14e-1
under the Securities Exchange Act of 1934, as amended (the
Exchange Act), and any other securities laws and
regulations thereunder to the extent those laws and regulations
are applicable in connection with the repurchase of the notes as
a result of a change of control triggering event. To the extent
that the provisions of any such securities laws or regulations
conflict with the change of control offer provisions of the
notes, we will comply with those securities laws and regulations
and will not be deemed to have breached our obligations under
the change of control offer provisions of the notes by virtue of
any such conflict.
For purposes of the change of control offer provisions of the
notes, the following terms will be applicable:
Change of control means the occurrence of any
of the following: (1) the consummation of any transaction
(including, without limitation, any merger or consolidation) the
result of which is that any person (as that term is
used in Section 13(d)(3) of the Exchange Act) (other than
our Company or one of our subsidiaries) becomes the beneficial
owner (as defined in
Rules 13d-3
and 13d-5
under the Exchange Act), directly or indirectly, of more than
50% of our voting stock or other voting stock into which our
voting stock is reclassified, consolidated, exchanged or
changed, measured by voting power rather than number of shares;
(2) the direct or indirect sale, transfer, conveyance or
other disposition (other than by way of merger or
consolidation), in one or more series of related transactions,
of all or substantially all of our assets and the assets of our
subsidiaries, taken as a whole, to one or more
persons (as that term is defined in the indenture)
S-6
(other than our Company or one of our subsidiaries); or
(3) the first day on which a majority of the members of our
Board of Directors are not continuing directors. Notwithstanding
the foregoing, a transaction will not be deemed to involve a
change of control if (1) we become a direct or indirect
wholly-owned subsidiary of a holding company and (2)(A) the
direct or indirect holders of the voting stock of such holding
company immediately following that transaction are substantially
the same as the holders of our voting stock immediately prior to
that transaction or (B) immediately following that
transaction no person (other than a holding company satisfying
the requirements of this sentence) is the beneficial owner,
directly or indirectly, of more than 50% of the voting stock of
such holding company.
The definition of change of control includes a phrase relating
to the direct or indirect sale, lease, transfer, conveyance or
other disposition of all or substantially all of our
and our subsidiaries properties or assets taken as a
whole. Although there is a limited body of case law interpreting
the phrase substantially all, there is no precise
established definition of the phrase under applicable law.
Accordingly, the ability of a holder of notes to require us to
repurchase such holders notes as a result of a sale,
lease, transfer, conveyance or other disposition of less than
all of our and our subsidiaries assets taken as a whole to
another person or group may be uncertain.
Change of control triggering event means the
occurrence of both a change of control and a rating event.
Continuing directors means, as of any date of
determination, any member of our Board of Directors who
(1) was a member of such Board of Directors on the date the
notes were issued or (2) was nominated for election,
elected or appointed to such Board of Directors with the
approval of a majority of the continuing directors who were
members of such Board of Directors at the time of such
nomination, election or appointment (either by a specific vote
or by approval of our proxy statement in which such member was
named as a nominee for election as a director, without objection
to such nomination).
Investment grade rating means a rating equal
to or higher than Baa3 (or the equivalent) by Moodys and
BBB- (or the equivalent) by S&P, and the equivalent
investment grade credit rating from any additional rating agency
or rating agencies selected by us.
Moodys means Moodys Investors
Service Inc.
Rating agencies means (1) each of
Moodys and S&P; and (2) if either of
Moodys or S&P ceases to rate the notes or fails to
make a rating of the notes publicly available for reasons
outside of our control, a nationally recognized
statistical rating organization within the meaning of
Rule 15c3-
1(c)(2)(vi)(F) under the Exchange Act selected by us (as
certified by a resolution of our Board of Directors) as a
replacement agency for Moodys or S&P, or both of
them, as the case may be.
Rating event means the rating on the notes is
lowered by each of the rating agencies and the notes are rated
below an investment grade rating by each of the rating agencies
on any day within the
60-day
period (which
60-day
period will be extended so long as the rating of the notes is
under publicly announced consideration for a possible downgrade
by any of the rating agencies) after the earlier of (1) the
occurrence of a change of control and (2) public notice of
the occurrence of a change of control or our intention to effect
a change of control; provided, however, that a rating event
otherwise arising by virtue of a particular reduction in rating
will not be deemed to have occurred in respect of a particular
change of control (and thus will not be deemed a rating event
for purposes of the definition of change of control triggering
event) if the rating agencies making the reduction in rating to
which this definition would otherwise apply do not announce or
publicly confirm or inform the trustee in writing at our or its
request that the reduction was the result, in whole or in part,
of any event or circumstance comprised of or arising as a result
of, or in respect of, the applicable change of control (whether
or not the applicable change of control has occurred at the time
of the rating event).
S&P means Standard &
Poors Rating Services, a division of The McGraw-Hill
Companies, Inc.
Voting stock means, with respect to any
specified person (as that term is used in
Section 13(d)(3) of the Exchange Act) as of any date, the
capital stock of such person that is at the time entitled to
vote generally in the election of the board of directors of such
person.
S-7
Governing
Law
The Notes will be governed by and construed in accordance with
the laws of the State of New York.
About the
Trustee
The Trustee is The Bank of New York Mellon Trust Company,
N.A., successor to The Bank of New York. The Trustee will also
be the paying agent and registrar of the Notes. The Trustee is
also our trustee, as successor to The Bank of New York, of our
other debt securities issued under the Indenture. The Bank of
New York Mellon, an affiliate of the Trustee, is a lender to us
under our revolving credit agreement and is also an investment
manager for one of our pension funds. From time to time, we may
enter into other banking relationships with the Trustee or its
affiliates.
S-8
UNDERWRITING
We are selling the Notes to the Underwriters named below under a
Pricing Agreement dated January 15, 2009. The Underwriters,
and the amount of the Notes each of them has agreed to purchase
from us, are as follows:
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Principal Amount
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Underwriters
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of Notes
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Banc of America Securities LLC
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$150,000,000
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J.P. Morgan Securities Inc.
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150,000,000
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Barclays Capital Inc.
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40,000,000
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BNP Paribas Securities Corp.
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40,000,000
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Citigroup Global Markets Inc.
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40,000,000
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Morgan Stanley & Co. Incorporated
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40,000,000
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RBC Capital Markets Corporation
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40,000,000
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Total
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$500,000,000
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Under the terms and conditions of the Pricing Agreement, if the
Underwriters take any of the Notes, then they are obligated to
take and pay for all of the Notes.
The Notes are a new issue of securities with no established
trading market. We do not intend to apply for listing of the
Notes on any national securities exchange. The Underwriters have
advised us that they intend to make a market in the Notes, but
they have no obligation to do so. The Underwriters may
discontinue market-making at any time without providing any
notice. We cannot give any assurance as to the liquidity of any
trading market in the Notes.
The Underwriters initially propose to offer part of the Notes
directly to the public at the public offering price set forth on
the cover page and part to certain dealers at a price that
represents a concession not in excess of 0.300% of the principal
amount of the Notes. Any Underwriter may allow, and any such
dealer may reallow, a concession not in excess of 0.250% of the
principal amount of the Notes to certain other dealers. After
the initial offering of the Notes, the Underwriters may, from
time to time, vary the offering price and other selling terms.
We have agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of
1933, as amended, or to contribute to payments which the
Underwriters may be required to make in respect of such
liabilities.
In connection with the offering of the Notes, the Underwriters
may engage in transactions that stabilize, maintain or otherwise
affect the price of the Notes. Specifically, the Underwriters
may overallot in connection with the offering of the Notes,
creating a short position in the Notes for their own account. In
addition, the Underwriters may bid for, and purchase, Notes in
the open market to cover short positions or to stabilize the
price of the Notes. Finally, the Underwriters may reclaim
selling concessions allowed for distributing the Notes in the
offering, if the Underwriters repurchase previously distributed
Notes in transactions to cover short positions, in stabilization
transactions or otherwise. Any of these activities may stabilize
or maintain the market price of the Notes above independent
market levels. The Underwriters are not required to engage in
any of these activities and may end any of these activities at
any time.
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Underwriting
Compensation
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Per Note
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Total
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Underwriting Discounts and Commissions paid by us
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0.450%
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$
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2,250,000
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We estimate that we will spend approximately $250,000 for
printing, ratings agency, trustee and legal fees, and other
expenses related to this offering.
In the ordinary course of their respective businesses, the
Underwriters and their respective affiliates engage in, and may
in the future engage in, commercial banking
and/or
investment banking transactions
and/or
advisory services with us and our affiliates.
S-9
VALIDITY
OF THE NOTES
Timothy G. Westman, Esq., our Vice President, Associate
General Counsel and Assistant Sectretary, will pass upon the
legality of the Notes for us. Davis Polk & Wardwell,
450 Lexington Avenue, New York, New York 10017, will pass upon
the legality of the Notes for the Underwriters. Mr. Westman
is a participant in various employee benefit plans and incentive
plans offered by us and owns and has options to purchase shares
of our Common Stock. Davis Polk & Wardwell will rely
on the opinion of Mr. Westman with respect to all matters
of Missouri law. Arthur F. Golden, one of our directors, is a
partner of Davis Polk & Wardwell.
Davis Polk & Wardwell acts as counsel to us from
time to time with respect to various matters but not with
respect to the Notes. Bryan Cave LLP, St. Louis, Missouri,
is also representing us in connection with some aspects of this
offering.
S-10
EMERSON
ELECTRIC CO.
DEBT SECURITIES
PREFERRED STOCK ($2.50 PAR VALUE)
COMMON STOCK ($0.50 PAR VALUE)
WARRANTS
SHARE PURCHASE CONTRACTS
SHARE PURCHASE UNITS
We may offer and issue debt securities, preferred stock, common
stock, warrants, share purchase contracts and share purchase
units from time to time. The shares of preferred stock or debt
securities may be convertible into or exchangeable for shares of
our common stock, preferred stock or debt securities. This
prospectus describes the general terms of these securities and
the general manner in which we will offer them. We will provide
the specific terms of these securities in supplements to this
prospectus. The prospectus supplements will also describe the
specific manner in which we will offer these securities. The
information in the prospectus supplement may supplement, update
or change information contained in this prospectus, and we may
supplement, update or change any of the information contained in
this prospectus by incorporating information by reference. You
should read this prospectus, any prospectus supplement, any free
writing prospectus or other offering material we authorize
relating to the securities and the documents incorporated by
reference carefully before you invest.
Our common stock is listed on the New York Stock Exchange and
the Chicago Stock Exchange under the symbol EMR. On
November 21, 2008, the closing price of our common stock
was $32.18 per share.
Investing in our securities involves risk. See
Risk Factors beginning on Page 1 of this
prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
We may offer these securities in amounts, at prices and on terms
determined at the time of offering.
We may sell securities at fixed prices, which may change, or at
negotiated prices, or, in the case of our common stock or
securities convertible into our common stock, at market prices
prevailing at the time of the sales or prices related to such
prevailing market prices.
We may sell the securities directly to you, through agents we
select, or through underwriters and dealers we select. More
information about the way we will distribute the securities is
under the heading Plan of Distribution. Information
about the underwriters or agents who will participate in any
particular sale of securities will be in the prospectus
supplement relating to that series of securities. Unless we
state otherwise in a prospectus supplement, we will not list any
of the debt securities on any securities exchange.
THE DATE OF
THIS PROSPECTUS IS NOVEMBER 25, 2008.
TABLE OF
CONTENTS
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INFORMATION ABOUT EMERSON
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1
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RISK FACTORS
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1
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ABOUT THIS PROSPECTUS
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2
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WHERE YOU CAN FIND MORE INFORMATION
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3
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INFORMATION WE INCORPORATE BY REFERENCE
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3
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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4
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USE OF PROCEEDS
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4
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RATIO OF EARNINGS TO FIXED CHARGES
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4
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DESCRIPTION OF THE SECURITIES WE MAY OFFER
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5
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DESCRIPTION OF THE DEBT SECURITIES
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5
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BOOK-ENTRY DEBT SECURITIES
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11
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DESCRIPTION OF CAPITAL STOCK OF EMERSON
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12
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DESCRIPTION OF WARRANTS
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20
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DESCRIPTION OF SHARE PURCHASE CONTRACTS AND SHARE PURCHASE UNITS
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22
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PLAN OF DISTRIBUTION
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23
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LEGAL MATTERS
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25
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EXPERTS
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25
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INFORMATION
ABOUT EMERSON
Emerson Electric Co. was incorporated in Missouri in 1890, and
has grown from a regional manufacturer of electric motors and
fans into a diversified global technology company. Having
expanded its product lines through internal growth and
acquisition, today we are designing and supplying product
technology and delivering engineering services in a wide range
of industrial, commercial and consumer markets around the world.
Our principal executive offices are at 8000 West Florissant
Avenue, St. Louis, Missouri 63136. Our telephone number is
(314) 553-2000.
RISK
FACTORS
Investing in our securities involves risks. Before you invest in
our securities, you should carefully consider the risks
regarding our business which are set forth in the Risk
Factors of Part I, Item 1A to our Annual Report
on
Form 10-K
for the year ended September 30, 2008, which are hereby
incorporated by reference, the risks described below and any
risks in the accompanying prospectus supplement, as well as the
other information included or incorporated by reference in this
prospectus and the prospectus supplement. We may amend or
supplement these risk factors from time to time by other reports
we file with the SEC in the future.
Risks
Related to Our Securities
There
may be no established trading market for some of our securities
offered, and this could make selling such securities difficult
and also impact the price of such securities.
There may be no established trading market for some of our
securities offered by this prospectus. For example, some of our
securities may not be listed on any securities exchange or
included in any automated quotation system. We cannot assure you
that an active trading market for such securities will develop
or, if such market develops, that you will be able to sell such
securities. If a trading market does not develop or is not
maintained, holders of the securities may experience difficulty
in reselling, or an inability to sell, such securities. As a
result, the liquidity of such securities may be limited and,
under certain circumstances, nonexistent. If a market does
develop, any such market may be discontinued at any time.
The liquidity of, pricing of, and trading market for, our
securities may be adversely affected by, among other things,
changes in the overall markets for debt and equity securities,
changes in our financial performance and prospects, the
prospects in general for companies in our industry, the number
of holders of the various securities, the interest of securities
dealers in making a market in our securities, adverse credit
rating actions and prevailing interest rates.
Net
proceeds from the sale of our securities may not result in an
increase in investment value.
Our management will have considerable discretion in the
application of the net proceeds from offerings pursuant to this
prospectus. For example, the net proceeds from an offering of
our securities may be used for general corporate purposes. Under
such circumstances, you may not have the opportunity, as part of
your investment decision, to evaluate the economic, financial,
or other information on which we base our decisions on how to
use the proceeds, or to assess how the proceeds will be used.
If you
purchase certain debt securities that we may offer, you may be
required to accrue original issue discount on the notes for
United States Federal Income Tax purposes and you may be
required to pay taxes on distributions that you have not
received.
Because of the manner in which the interest rate on certain debt
securities is calculated, those notes may be classified as
contingent payment debt instruments. If the notes are so
treated, you will be required to accrue original issue discount
on the notes in your gross income, such that you may have to pay
taxes with respect to distributions that you have not received.
For additional information, see Description of
Securities Original Issue Discount Securities.
ABOUT
THIS PROSPECTUS
This prospectus is part of an automatic shelf registration
statement that we filed as a well-known seasoned
issuer as defined in Rule 405 of the Securities Act
of 1933, as amended (the Securities Act) with the
Securities and Exchange Commission, which we refer to as the
SEC, utilizing a shelf registration
process. Under this shelf process, we may, from time to time,
sell any combination of the securities described in this
prospectus in one or more offerings. No limit exists on the
aggregate amount of the securities that we may sell pursuant to
this registration statement.
In this prospectus, we, us,
our, the Company and Emerson
refer to Emerson Electric Co.
This prospectus provides you with a general description of the
securities we may offer. Each time we sell securities, we will
provide a prospectus supplement that will contain specific
information about the terms of that offering. We will file each
prospectus supplement with the SEC. The prospectus supplement
may also add, update or change information contained in this
prospectus. If there is any inconsistency between the
information in this prospectus and the applicable prospectus
supplement, you should rely on the information in the prospectus
supplement. You should read this prospectus, any prospectus
supplement and any free writing prospectus or other offering
material that we authorize together with the documents
incorporated by reference as described under Information
We Incorporate By Reference and the additional information
described under the heading Where You Can Find More
Information below.
You should rely only on the information provided in this
prospectus, in any prospectus supplement, or any other offering
material that we authorize, including the information
incorporated by reference. We have not authorized anyone to
provide you with different information. You should not assume
that the information in this prospectus, any supplement to this
prospectus, any free writing prospectus or any other offering
material that we authorize, is accurate at any date other than
the date indicated on the cover page of these documents. This
prospectus is not an offer to sell or a solicitation of an offer
to buy any securities other than the securities referred to in
the prospectus supplement. This prospectus is not an offer to
sell or a solicitation of an offer to buy such securities in any
circumstances in which such offer or solicitation is unlawful.
You should not interpret the delivery of this prospectus, or any
sale of securities, as an indication that there has been no
change in our affairs since the date of this prospectus. You
should also be aware that information in this prospectus may
change after this date.
2
WHERE YOU
CAN FIND MORE INFORMATION
We are subject to the informational requirements of the
Securities Exchange Act of 1934. As a result, we file annual,
quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any of these
documents at the SECs public reference room in
Washington, D.C., which is located at
100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at
1-800-SEC-0330
for further information on the public reference room. Our SEC
filings are also available to the public at the SECs web
site at
http://www.sec.gov.
Because our common stock trades on the New York Stock Exchange
and the Chicago Stock Exchange under the symbol EMR,
those materials can also be inspected and copied at the offices
of those organizations.
We have filed with the SEC a registration statement under the
Securities Act that registers the distribution of these
securities. The registration statement, including the attached
exhibits and schedules, contains additional relevant information
about us and the securities. The rules and regulations of the
SEC allow us to omit certain information included in the
registration statement from this prospectus. You can get a copy
of the registration statement from the sources referred to above.
INFORMATION
WE INCORPORATE BY REFERENCE
The SEC allows us to incorporate by reference the
information we file with it in this prospectus, 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, except for any
information that is superseded by other information that is
included in or incorporated by reference into this document.
We incorporate by reference into this prospectus the documents
listed below that we have previously filed with the SEC. These
documents contain important information about us.
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Our Annual Report on
Form 10-K
for the year ended September 30, 2008.
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Our Current Report on
Form 8-K
filed on November 6, 2008.
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The description of our common stock contained in our
Registration Statement on Form 10 as amended by our
Form 8 filed on January 19, 1981.
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We incorporate by reference into this prospectus any additional
documents that we may file with the SEC under
Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 between the date we first filed the
registration statement to which this prospectus relates and the
termination of the offering of the securities, except for the
documents, or portions thereof, that are furnished
(e.g., the portions of those documents set forth under
Items 2.02 or 7.01 of
Form 8-K
or other information furnished to the Commission)
rather than filed with the SEC, unless we expressly incorporate
such furnished information. These documents may include periodic
reports, like Annual Reports on
Form 10-K,
Quarterly Reports on
Form 10-Q
and Current Reports on
Form 8-K,
as well as Proxy Statements. Any material that we subsequently
file with the SEC will automatically update and replace the
information previously filed with the SEC.
For purposes of the registration statement of which this
prospectus is a part, any statement contained in a document
incorporated or deemed to be incorporated by reference shall be
deemed to be modified or superseded to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated herein by
reference modifies or supersedes such statement in such
document. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a
part of the registration statement of which this prospectus is a
part.
You may receive a copy of any of the documents incorporated by
reference in this prospectus from the SEC on its web site
(http://www.sec.gov),
or you may read and copy any materials we file with the SEC at
the SECs Public Reference Room at 100 F Street,
N.E., Room 1850, Washington, D.C. 20549. You may
obtain information on the operation of the public reference room
by calling the SEC at
1-800-SEC-0330.
You can also obtain these documents from us, without charge, by
contacting T. G. Westman, our Associate General Counsel and
Assistant Secretary, at Emerson Electric Co., 8000 West
Florissant Avenue, St. Louis,
3
Missouri 63136, telephone
314-553-
2000, e-mail
tim.westman@emerson.com. Our SEC filings are also available to
the public on our website at
http://www.emerson.com.
Information on our web site is not part of this prospectus, any
prospectus supplement, any free writing prospectus or the
registration statement of which this prospectus is part.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Statements in this prospectus, any prospectus supplement, free
writing prospectus or other offering material, or in documents
incorporated by reference into this prospectus, may contain
various forward-looking statements and include assumptions
concerning our operations, future results and prospects. In this
context, forward-looking statements often address our expected
future business and financial performance, and often contain
words such as expect, may,
might, anticipate, intend,
plan, believe, seek,
will, forecast, or assume.
These forward-looking statements are based on current
expectations and are subject to risk and uncertainties. We
undertake no obligation to update any such statement to reflect
later developments. In connection with the safe
harbor provisions of the Private Securities Litigation
Reform Act of 1995, we provide the following cautionary
statement identifying important economic, political and
technological factors, among others, changes in which could
cause the actual results or events to differ materially from
those set forth in or implied by the forward-looking statements
and related assumptions.
Such factors include the following: (i) current and future
business environment, including interest rates, currency
exchange rates and capital and consumer spending;
(ii) potential volatility of the end markets served;
(iii) competitive factors and competitor responses to
Emerson initiatives; (iv) development and market
introduction of anticipated new products; (v) availability
of raw materials and purchased components; (vi) government
laws and regulations, including taxes; (vii) outcome of
pending and future litigation, including environmental
compliance; (viii) stability of governments and business
conditions in emerging economies; (ix) penetration of
emerging economies; (x) favorable environment for
acquisitions, domestic and foreign, including regulatory
requirements and market values of candidates;
(xi) integration of acquisitions; (xii) favorable
access to capital markets; and (xiii) execution of
cost-reduction efforts.
USE OF
PROCEEDS
Unless otherwise specified in a prospectus supplement
accompanying this prospectus, we expect to use the proceeds from
the sale of the securities for general corporate purposes, which
may include, but are not limited to, working capital, capital
expenditures, financing acquisitions and the repayment of short
or long term borrowings. Before we use the proceeds for these
purposes, we may invest them in short term investments. If we
anticipate that proceeds will be earmarked for a specific
purpose, such as to repay debt or make an acquisition, we will
disclose the principal purpose for the net proceeds from each
sale of our securities, and the amounts intended for each such
purpose, in the relevant prospectus supplement. If the
prospectus supplement does not disclose the principal purposes
for the net proceeds of the offering and the approximate amounts
to be used for each such purpose, we will include a discussion
of our reasons for conducting that offering in the prospectus
supplement.
RATIO OF
EARNINGS TO FIXED CHARGES
The following table sets forth our ratios of earnings to fixed
charges for the periods indicated. For purposes of computation
of the ratio of earnings to fixed charges, earnings consist of
earnings from continuing operations before income taxes and
minority interests in the income of consolidated subsidiaries
with fixed charges plus the amount of fixed charges. Fixed
charges consist of interest expense and that portion of rental
expense deemed to represent interest.
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Year Ended September 30,
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2004
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2005
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2006
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2007
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2008
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Ratio of Earnings to Fixed Charges
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7.1x
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7.8x
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9.8x
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9.8x
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11.3x
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4
DESCRIPTION
OF THE SECURITIES WE MAY OFFER
We may issue from time to time, in one or more offerings, the
following securities:
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debt securities;
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shares of preferred stock;
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shares of common stock;
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warrants to purchase common stock, preferred stock, debt
securities or any combination thereof;
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share purchase contracts; or
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share purchase units.
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This prospectus contains a summary of certain general terms of
the various securities that we may offer. The specific terms of
the securities will be described in a prospectus supplement,
which may be in addition to or different from the general terms
summarized in this prospectus. Where applicable, the prospectus
supplement will also describe any material United States federal
income tax considerations relating to the securities offered and
indicate whether the securities offered are or will be listed on
any securities exchange. When we refer to a prospectus
supplement we are also referring to any applicable pricing
supplement, free writing prospectus, or other offering material
we authorize, as appropriate, unless the context otherwise
requires. The summaries contained in this prospectus and in any
prospectus supplements do not contain all of the information or
restate the agreements under which the securities may be issued
and do not contain all of the information that you may find
useful. We urge you to read the actual agreements relating to
any securities because they, and not the summaries, define your
rights as a holder of the securities. If you would like to read
the agreements, they will be on file with the SEC, as described
under Where You Can Find More Information and
Information We Incorporate By Reference.
The terms of any offering, the initial offering price, the net
proceeds to us and any other relevant provisions will be
contained in the prospectus supplement or other offering
material relating to such offering.
DESCRIPTION
OF THE DEBT SECURITIES
This section describes some of the general terms of the debt
securities that we may issue, either separately, or upon
exercise of a warrant, or as part of a share purchase unit. Each
prospectus supplement describes the particular terms of the debt
securities we are offering under that supplement. Each
prospectus supplement also indicates the extent, if any, to
which such general provisions may not apply to the particular
debt securities we are offering under that supplement. When we
refer to a prospectus supplement we are also referring to any
applicable pricing supplement or any applicable free writing
prospectus.
We will issue the debt securities under an Indenture between us
and The Bank of New York Mellon Trust Company, N.A.
(successor to The Bank of New York), which is serving as
Trustee. We are summarizing certain important provisions of the
Indenture and material known provisions of the debt securities.
We do not restate the Indenture or the debt securities in their
entirety. We urge you to read the Indenture and the debt
securities because they, and not this description, define your
rights as holders of the debt securities. We filed the Indenture
with the SEC in the past, and it is incorporated by reference as
an exhibit to the registration statement that includes this
prospectus. When we use capitalized terms that we dont
define here, those terms have the meanings given in the
Indenture. When we use references to Sections, we mean Sections
in the Indenture.
General
The debt securities will be our unsecured obligations. The debt
securities may be referred to as debentures, notes (including
notes commonly referred to as medium term notes) or other
unsecured evidence of indebtedness.
The Indenture does not limit the amount of debt securities that
we may issue under the Indenture, nor does it limit other debt
that we may issue. We may issue the debt securities at various
times in different series, each of which may have different
terms. (Section 2.3)
5
The prospectus supplement relating to the particular series of
debt securities we are offering will include the following
information concerning those debt securities:
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The title of the debt securities.
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Any limit on the amount of such debt securities that we may
offer.
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The price at which we are offering the debt securities. We will
usually express the price as a percentage of the principal
amount.
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The amortization schedule, maturity date or retirement of the
debt securities.
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The interest rate per annum on the debt securities. We may
specify a fixed rate or a variable rate, or we may offer debt
securities that do not bear interest but are sold at a
substantial discount from the amount payable at maturity. We may
also specify how the rate or rates on the debt securities will
be determined and the basis upon which interest will be
calculated if other than that of a
360-day year
of twelve
30-day
months.
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The date from which interest on the debt securities will accrue
or how the dates will be determined.
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The dates on which we will pay interest and the regular record
dates for determining which holders are entitled to receive the
interest.
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If applicable, the dates on which or after which, and the prices
and other terms at which, we are required to redeem the debt
securities or have the option to redeem the debt securities.
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If applicable, the circumstances under which we may be obligated
to make an offer to repurchase the debt securities upon the
occurrence of a change in control.
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If applicable, any provisions with respect to amortization,
sinking funds or retirement.
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If applicable, any limitations on our right to defease our
obligations under the debt securities by depositing cash or
securities.
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The amount that we would be required to pay if the maturity of
the debt securities is accelerated, if that amount is other than
the principal amount.
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Any additional restrictive covenants or other material terms
relating to the debt securities.
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The terms, if any, upon which the debt securities may be
converted into or exchanged for common stock, preferred stock or
debt securities.
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Any additional events of default that will apply to the debt
securities.
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If we will make payments on the debt securities in any currency
other than United States dollars, the currency or composite
currency in which we will make those payments. If the currency
will be determined under an index, the details concerning such
index.
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Any other material terms of the debt securities.
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Payments
on Debt Securities
We will make payments on the debt securities at the office or
agency we will maintain for that purpose (which will be a
corporate trust office of the Trustee in New York, New York
unless we indicate otherwise in the prospectus supplement) or at
such other places and at the respective times and in the manner
as we designate in the prospectus supplement. (Sections 3.1
and 3.2) As explained under Book-Entry Debt
Securities below, all debt securities will be book-entry
and The Depository Trust Company or its nominee will be the
initial registered Holder unless the prospectus supplement
provides otherwise.
6
Form,
Denominations and Transfers
Unless otherwise indicated in the prospectus supplement:
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The debt securities will be in fully registered form, without
coupons, in denominations of $1,000 or any multiple thereof.
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We will not charge any fee to register any transfer or exchange
of the debt securities, except for taxes or other governmental
charges (if any). (Section 2.8)
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Ranking
Unless we otherwise indicate in a prospectus supplement, the
debt securities will be our senior unsecured debt obligations
and will rank equally with all of our existing and future
unsecured and unsubordinated debt.
Original
Issue Discount Securities
If debt securities are Original Issue Discount Securities, we
will offer and sell them at a substantial discount below their
stated principal amount. Original Issue Discount
Security means any security which provides that less than
the full principal amount will be due if the maturity is
accelerated or if the security is redeemed before its maturity.
(Section 1.1)
If we issue Original Issue Discount Securities:
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For Federal income tax purposes, you will need to include in
your income the total amount of the original issue discount, or
OID, as ordinary income over the life of the Original Issue
Discount Security. The amount that the Original Issue Discount
Security increases in value each tax year must be included in
your taxable income as interest on your tax return. You must
report OID as it accrues, whether or not you receive any taxable
interest payments. This means that you must recognize income
gradually over the life of the Original Issue Discount Security,
even though you may not receive actual payments. This rule
applies whether you are on the cash or accrual basis of
accounting.
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The OID accrues on a constant yield basis. The
general result of this method of allocating annual interest is
that interest accrual will be smaller in the earlier years after
issuance of the Original Issue Discount Security and larger in
the later years.
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Your basis in the Original Issue Discount Security will increase
as you recognize the OID as income. Your basis will decrease by
the amount of any payments you receive on the Original Issue
Discount Security (other than certain stated interest that is
not taken into account in the calculation of OID).
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We will describe specific Federal income tax consequences and
other special considerations applicable to any such Original
Issue Discount Securities in the prospectus supplement, and we
will file an opinion of counsel with respect to any such
material tax consequences.
Disposition
of the Debt Securities
Upon the sale, exchange, redemption, repurchase, retirement or
other disposition of a debt security, you generally will
recognize capital gain or loss equal to the difference between
(i) the amount of cash proceeds and the fair market value
of any property received on the disposition (except to the
extent such amount is attributable to accrued but unpaid stated
interest, which is taxable as ordinary income if not previously
included in your income) and (ii) your adjusted tax basis
in the debt security. Your adjusted tax basis in a debt security
generally will equal the cost of the debt security to you
increased by the amount of OID previously included in income by
you. Capital gain or loss recognized upon the disposition of a
debt security will be a long-term capital gain or loss if the
debt security was held for more than one year. The maximum tax
rate on long-term capital gains to individuals is generally 15%
and corporations 35% (for taxable years through
December 31, 2010). The deductibility of capital losses is
subject to limitations.
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Information
Reporting and Backup Withholding
We will report to you and to the IRS the amount of stated
interest payments and payments of the proceeds from the sale,
exchange, redemption, repurchase, retirement or other
disposition of a debt security made to you, and the amount we
withhold, if any. Under the backup withholding rules, you may be
subject to backup withholding at a current rate of up to 28%
with respect to distributions unless you:
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are a corporation or come within certain exempt categories and,
when required, demonstrate that fact; or
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provide a taxpayer identification number, certify as to no loss
of exemption from backup withholding, and otherwise comply with
the applicable requirements of the backup withholding rules.
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Indexed
Debt Securities
We may issue debt securities under which the principal amount
payable at maturity or the amount of interest payable will be
determined by reference to currency exchange rates, commodity
prices, equity indices or other factors. In that case, the
amount we will pay to the Holders will depend on the value of
the applicable currency, commodity, equity index or other factor
at the time our payment obligation is calculated. All payments
of principal and interest with respect to any indexed debt
securities will be paid in cash. We will include information in
the prospectus supplement for such debt securities about how we
will calculate the principal
and/or
interest payable, and will specify the currencies, commodities,
equity indices or other factors to which the principal amount
payable at maturity or interest is linked. We will also provide
information about certain additional tax considerations which
would apply to the Holders of those debt securities in the
applicable prospectus supplement, and file any required opinion
of counsel with respect to any related material tax consequences.
Certain
Restrictions
Unless we otherwise specify in the prospectus supplement, there
will not be any covenants in the Indenture or the debt
securities that would protect you against a highly leveraged or
other transaction involving Emerson that may adversely affect
you as a holder of debt securities. If there are provisions that
offer such protection, they will be described in the particular
prospectus supplement.
Limitations on Liens. Under the Indenture, we and
our Restricted Subsidiaries (defined below) may not issue any
debt for money borrowed, or assume or guarantee any such debt,
which is secured by a mortgage on a Principal Property (defined
below) or shares of stock or indebtedness of any Restricted
Subsidiary, unless such mortgage similarly secures your debt
securities. A Principal Property is any manufacturing plant or
manufacturing facility that we or any Restricted Subsidiary
owns, is located within the continental United States and,
in the opinion of our board of directors, is of material
importance to our total business that we and our Restricted
Subsidiaries conduct, taken as a whole. The above restriction
will not apply to debt that is secured by:
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mortgages on property, shares of stock or indebtedness of any
corporation that exists when it becomes a Restricted Subsidiary;
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mortgages on property that exist when we acquire the property
and mortgages that secure payment of the purchase price of and
improvements to the mortgaged property;
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mortgages that secure debt which a Restricted Subsidiary owes to
us or to another Restricted Subsidiary;
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mortgages that existed at the date of the Indenture;
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mortgages on property of a company that exist when we acquire
the company;
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mortgages in favor of a government to secure debt that we incur
to finance the purchase price or cost of construction of the
property that we mortgage; or
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extensions, renewals or replacement of any of the mortgages
described above.
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A Restricted Subsidiary is a direct or indirect subsidiary of
Emerson if substantially all of its property is located in the
continental United States and if it owns any Principal Property
(except a subsidiary principally engaged in leasing or in
financing installment receivables or overseas operations).
The Indenture also excepts from this limitation on liens secured
debt in an amount up to 10% of our consolidated net tangible
assets. (Section 3.6)
Limitation on Sale and Leaseback Transactions. We
and our Restricted Subsidiaries may not enter into sale and
leaseback transactions involving any Principal Property (except
for leases of up to three years, and except for leases between
us and a Restricted Subsidiary or between Restricted
Subsidiaries) unless
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we could issue debt secured by the property involved (under the
limitations on liens described above) in an amount equal to the
Attributable Debt which would be calculated under the Indenture
based on the rental payments to be received, or
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we pay other debt within 90 days in an amount not less than
such Attributable Debt amount. (Section 3.7)
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Restrictions on Consolidation, Merger or Sale. We
may not consolidate or merge or sell or convey all or
substantially all of our assets unless (1) we are the
surviving corporation, or (2)(a) the surviving corporation (if
it is not Emerson) is a domestic (U.S.) corporation and assumes
our obligations on your debt securities and under the Indenture
and (2)(b) immediately after such transactions, there is no
default. (Section 9.1)
Defeasance
The Indenture includes provisions allowing defeasance that we
may choose to apply to debt securities of any series. If we do
so, we would deposit with the Trustee or another trustee money
or U.S. Government Obligations sufficient to make all
payments on the defeased debt securities. If we make such a
deposit with respect to your debt securities, we may elect
either:
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to be discharged from all our obligations on your debt
securities, except for our obligations to register transfers and
exchanges, to replace temporary or mutilated, destroyed, lost or
stolen debt securities, to maintain an office or agency in
respect of the debt securities and to hold moneys for payment in
trust; or
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to be released from our restrictions described above relating to
liens and sale/leaseback transactions.
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To establish such a trust, we must deliver to the Trustee an
opinion of our counsel that the Holders of the debt securities
will not recognize income, gain or loss for Federal income tax
purposes as a result of such defeasance and will be subject to
Federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such defeasance
had not occurred. There may be additional provisions relating to
defeasance which we will describe in the prospectus supplement.
(Sections 12.1 through 12.4)
Events of
Default, Notice and Waiver
If certain Events of Default by us specified in the Indenture
happen and are continuing, either the Trustee or the Holders of
25% in principal amount of the outstanding debt securities of
the defaulted series may declare the principal, and accrued
interest, if any, of all securities of such series to be
immediately due and payable. If other specified Events of
Default happen and are continuing, either the Trustee or the
Holders of 25% in principal amount of the outstanding debt
securities of all series may declare the principal, and accrued
interest, if any, of all the outstanding debt securities to be
due and payable. (Section 5.1)
An Event of Default in respect of any series of debt securities
means:
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default for 30 days in payment of any interest installment;
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default in payment of principal, premium, sinking fund
installment or analogous obligation when due;
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unless stayed by litigation, default in performance of any other
covenant in the Indenture governing such series, for
90 days after notice to us by the Trustee or by the Holders
of 25% in principal amount of the outstanding debt securities of
such series; and
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certain events of our bankruptcy, insolvency and reorganization.
(Section 5.1)
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Within 90 days after a default in respect of any series of
debt securities, the Trustee must give to the Holders of such
series notice of all uncured and unwaived defaults by us known
to it. However, except in the case of default in payment, the
Trustee may withhold such notice if it in good faith determines
that such withholding is in the interest of such Holders. The
term default means, for this purpose, the happening
of any Event of Default, disregarding any grace period or notice
requirement. (Section 5.11)
Before the Trustee is required to exercise rights under the
Indenture at the request of Holders, it is entitled to be
indemnified by such Holders, subject to its duty, during an
Event of Default, to act with the required standard of care.
(Sections 6.1 through 6.13)
If any Event of Default has occurred, in certain cases, the
Holders of a majority in principal amount of the outstanding
debt securities of any series may direct the time, method and
place of conducting proceedings for remedies available to the
Trustee, or exercising any trust or power conferred on the
Trustee, in respect of such series. (Section 5.9)
If an Event of Default occurs, the Trustee will distribute the
money it collects in the following order:
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First, to the Trustee and its agents and attorneys an amount
sufficient to cover its reasonable compensation, costs,
expenses, liabilities and advances made.
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Second, in the case the principal of the defaulted series is not
yet due and payable, ratably to the persons entitled to payment
of interest on the defaulted series in order of the maturity of
the installments of such interest, with interest on the overdue
installments of interest, or, in the case the principal of the
defaulted series is due and payable, ratably, based on the
aggregate of principal and accrued and unpaid interest, to
persons entitled to payment of principal and interest on the
defaulted series, with interest on the overdue principal and
overdue installments of interest.
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Third, the remainder to us or any other person entitled to it.
(Section 5.3)
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We must file an annual certificate with the Trustee that we are
in compliance with conditions and covenants under the Indenture.
(Section 3.5)
In certain cases, the Holders of a majority in principal amount
of the outstanding debt securities of a series, on behalf of the
Holders of all debt securities of such series, or the Holders of
a majority of all outstanding debt securities voting as a single
class, on behalf of the Holders of all outstanding debt
securities, may waive any past default or Event of Default, or
compliance with certain provisions of the Indenture, but may not
waive, among other things, an uncured default in payment.
(Sections 5.1 and 5.10)
Modification
or Amendment of the Indenture
If we receive the consent of the Holders of a majority in
principal amount of the outstanding debt securities affected, we
may enter into supplemental indentures with the Trustee that
would
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add, change or eliminate provisions in the Indenture; or
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change the rights of the Holders of debt securities.
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However, unless we receive the consent of all of the affected
Holders, we may not enter into supplemental indentures that
would with respect to the debt securities of such Holders:
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change the maturity;
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reduce the principal amount or any premium;
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reduce the interest rate or extend the time of payment of
interest;
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reduce any amount payable on redemption or reduce the amount of
the principal of an Original Issue Discount Security that would
be payable on acceleration;
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impair or affect the right of any Holder to institute suit for
payment;
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change any right of the Holder to require repayment; or
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reduce the requirement for approval of supplemental indentures.
(Section 8.2)
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Regarding
the Trustee
The Trustee is The Bank of New York Mellon Trust Company,
N.A., successor to The Bank of New York. Unless we
otherwise indicate, the Trustee will also be the paying agent
and registrar of the debt securities. The Trustee is also the
Trustee, as successor to The Bank of New York, of our other
securities issued under the Indenture. The Bank of New York
Mellon, an affiliate of the trustee, is a lender to us under our
revolving credit agreement and is also an investment manager for
one of our pension funds. From time to time, we may enter into
other banking relationships with the Trustee or its affiliates.
Under certain circumstances, the Holders of a majority in
principal amount of the Securities of each series may remove the
Trustee with respect to such series and appoint a new successor
Trustee for such series, or any Securityholder of at least six
months may petition a court for the removal of the Trustee and
the appointment of a successor Trustee with respect to a
particular series. (Section 6.10)
BOOK-ENTRY
DEBT SECURITIES
The applicable prospectus supplement will indicate whether we
are issuing the related debt securities as book-entry
securities. Book entry securities of a series will be issued in
the form of one or more global notes that will be deposited with
The Depository Trust Company, or DTC, 55 Water Street, New
York, New York 10041. The global note(s) will evidence all of
the debt securities of that series. This means that we will not
issue certificates to each Holder. We will issue one or more
global securities to DTC, which will keep a computerized record
of its participants (for example, your broker) whose clients
have purchased the debt securities. The participant will then
keep a record of its clients who own the debt securities. Unless
it is exchanged in whole or in part for a security evidenced by
individual certificates, a global security may not be
transferred, except that DTC, its nominees and their successors
may transfer a global security as a whole to one another.
Beneficial interests in global book-entry securities will be
shown on, and transfers of beneficial interests in global notes
will be made only through, records maintained by DTC and its
participants. Each person owning a beneficial interest in a
global security must rely on the procedures of DTC and, if such
person is not a participant, on the procedures of the
participant through which such person owns its interest, to
exercise any rights of a Holder of debt securities under the
Indenture.
The laws of some jurisdictions require that certain purchasers
of securities such as debt securities take physical delivery of
such securities in definitive form. Such limits and such laws
may impair your ability to acquire or transfer beneficial
interests in the global book-entry security.
We will make payments on each series of book-entry debt
securities to DTC or its nominee, as the sole registered owner
and holder of the global book-entry security. Neither Emerson,
the Trustee nor any of their agents will be responsible or
liable for any aspect of DTCs records relating to or
payments made on account of beneficial ownership interests in a
global security or for maintaining, supervising or reviewing any
of DTCs records relating to such beneficial ownership
interests.
DTC has advised us that, when it receives any payment on a
global security, it will immediately, on its book-entry
registration and transfer system, credit the accounts of
participants with payments in amounts proportionate to their
beneficial interests in the global security as shown on
DTCs records. Payments by participants to you, as an owner
of a beneficial interest in the global security, will be
governed by standing instructions and customary practices (as is
now the case with securities held for customer accounts
registered in street name) and will be the sole
responsibility of such participants.
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A global security representing a series will be exchanged for
certificated debt securities of that series only if (x) DTC
notifies us that it is unwilling or unable to continue as
Depositary or if DTC ceases to be a clearing agency registered
under the 1934 Act and we dont appoint a successor
within 90 days, (y) we decide that the global security
shall be exchangeable or (z) there is an Event of Default
under the Indenture or an event which with the giving of notice
or lapse of time or both would become an Event of Default with
respect to the debt securities represented by such global
security. If that occurs, we will issue debt securities of that
series in certificated form in exchange for such global
security. An owner of a beneficial interest in the global
security then will be entitled to physical delivery of a
certificate for debt securities of such series equal in
principal amount to such beneficial interest and to have such
debt securities registered in its name. We would issue the
certificates for such debt securities in denominations of $1,000
or any larger amount that is an integral multiple thereof, and
we would issue them in registered form only, without coupons.
DTC has advised us that it is a limited-purpose trust company
organized under the New York Banking Law, a banking
organization within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a clearing
corporation within the meaning of the New York Uniform
Commercial Code, and a clearing agency registered
under the 1934 Act. DTC was created to hold the securities
of its participants and to facilitate the clearance and
settlement of securities transactions among its participants
through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement
of securities certificates. DTCs participants include
securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations, some of whom
(and/or their representatives) own DTC. Access to DTCs
book-entry system is also available to others, such as banks,
brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a participant, either
directly or indirectly. The rules applicable to DTC and its
participants are on file with the SEC. No fees or costs of DTC
will be charged to you.
The information in this section concerning DTC and DTCs
book-entry system has been obtained from sources that we believe
to be reliable.
DESCRIPTION
OF CAPITAL STOCK OF EMERSON
The following is a summary of the material terms of our capital
stock and the provisions of our restated articles of
incorporation, as amended and bylaws. It also summarizes some
relevant provisions of the Missouri General and Business
Corporation Law, which we refer to as Missouri law. Since the
terms of our restated articles of incorporation, bylaws, and
Missouri law, are more detailed than the general information
provided below, you should only rely on the actual provisions of
those documents and Missouri law. If you would like to read
those documents, they are on file with the SEC, as described
under the heading Where You Can Find More
Information.
General
Our authorized capital stock consists of
1,200,000,000 shares of common stock, par value $0.50 per
share, and 5,400,000 shares of preferred stock, par value
$2.50 per share.
Common
Stock
All of our outstanding shares of common stock are fully paid and
non-assessable. Any shares of common stock issued in an offering
pursuant to this prospectus, including those issuable upon the
exercise of warrants or upon conversion of preferred stock or
debt securities issued pursuant to this prospectus or in
connection with the obligations of a holder of share purchase
contracts to purchase our common stock, will be fully paid and
non-assessable.
Subject to the prior rights of the holders of any shares of
preferred stock which later may be issued and outstanding,
holders of common stock are entitled to receive dividends as and
when declared by us out of legally available funds. In the event
of any such declaration or payment, the holders of common stock
will be entitled, to the exclusion of the holders of the
preferred stock, to share therein. If we liquidate, dissolve, or
wind up Emerson, after distribution and payment in full is made
to holders of preferred stock, if any, the remainder of assets,
if any, will be distributed pro rata among the holders of common
stock of the company. Each holder of common stock is entitled to
one vote for each share held of record on all matters presented
to a vote of shareholders, including the election of directors.
Holders of common stock have no
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cumulative voting rights or preemptive rights to purchase or
subscribe for any stock or other securities and there are no
conversion rights or redemption or sinking fund provisions for
the common stock. We may issue additional shares of authorized
common stock without shareholder approval, subject to applicable
rules of the New York Stock Exchange and the Chicago Stock
Exchange.
BNY Mellon Shareowner Services is the registrar and transfer
agent for our common stock. Our common stock is listed on the
New York Stock Exchange and on the Chicago Stock Exchange under
the symbol EMR.
Preferred
Stock
Our restated articles of incorporation vest our board of
directors with authority to issue up to 5,400,000 shares of
preferred stock from time to time in one or more series and by
resolution or resolutions:
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To fix the distinctive serial designation of the shares of any
such series;
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To fix the rate or amount per annum at which the holders of the
shares of any series shall be entitled to receive dividends, the
dates on which such dividends shall be payable, and the date or
dates from which such dividends shall be cumulative;
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To fix the price or prices at which, the times during which, and
the other terms upon which the shares of any such series may be
redeemed;
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To fix the amounts payable on the shares of any series in the
event of dissolution or liquidation of the Company;
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From time to time to include additional shares of preferred
stock which the Company is authorized to issue in any such
series;
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To determine whether or not the shares of any such series shall
be made convertible into or exchangeable for shares of the
common stock of the Company, shares of any other series of the
preferred stock of the Company, now or hereafter authorized, or
any new class of preferred stock of the Company hereafter
authorized, or debt securities, the conversion price or prices,
or the rate or rates of exchange at which such conversion or
exchange may be made, and the terms and conditions upon which
any such conversion right shall be exercised;
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To fix such other preferences and rights, privileges and
restrictions applicable to any such series as may be permitted
by law;
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To determine if a sinking fund shall be provided for the
purchase or redemption of shares of any series and, if so, to
fix the terms and amount or amounts of such sinking
fund; and
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To set the consideration for which the shares of the series are
to be issued.
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Except as otherwise provided in any prospectus supplement, all
shares of the same series of preferred stock will be identical
with each other share of said stock. The shares of different
series may differ, including as to rank, as may be provided in
our restated articles of incorporation, or as may be fixed by
our board of directors as described above. We may from time to
time amend our restated articles of incorporation to increase or
decrease the number of authorized shares of preferred stock.
Unless otherwise provided in any prospectus supplement, all
shares of preferred stock will be fully paid and non-assessable.
The material terms of any series of preferred stock being
offered by us will be described in the prospectus supplement
relating to that series of preferred stock. If so indicated in
the prospectus supplement and if permitted by law and the
restated articles of incorporation, the terms of any such series
may differ from the terms set forth below. That prospectus
supplement may not restate the amendment to our restated
articles of incorporation or the board resolution that
establishes a particular series of preferred stock in its
entirety. We urge you to read that amendment or board resolution
because it, and not the description in the prospectus
supplement, will define your rights as a holder of preferred
stock. The certificate of amendment to our restated articles of
incorporation or board resolution will be filed with the
Secretary of State of the State of Missouri and with the SEC.
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Dividend Rights. The preferred stock will be
preferred as to payment of dividends over our common stock or
any other stock ranking junior to the preferred stock as to
dividends. No dividend may be declared or paid and no
distribution may be made on our common stock or stock of junior
rank, other than dividends or distributions payable in common
stock, until the full cumulative dividends on the preferred
stock of all series up to the end of the then quarterly dividend
period shall have been declared and paid (or appropriated and
set aside) by the board of directors. We will pay those
dividends either in cash, shares of common stock or preferred
stock or otherwise, at the rate and on the date or dates
indicated in the applicable prospectus supplement. With respect
to each series of preferred stock, the dividends on each share
of that series will be cumulative from the date of issue of the
share unless some other date is set forth in the prospectus
supplement relating to the series. Accruals of dividends will
not bear interest. If the amount determined by our board of
directors to be declared and payable as dividends on the
preferred stock is insufficient to pay the full dividend,
including accumulations, on all outstanding series, such amount
shall be paid on all outstanding shares of all series on pro
rata basis generally based on the amount of the full dividend
for that series.
Rights upon Liquidation. The preferred stock will be
preferred over common stock, or any other stock ranking junior
to the preferred stock with respect to distribution earnings and
assets, so that the holders of each series of preferred stock
will be entitled to be paid, upon voluntary or involuntary
liquidation, dissolution or winding up and before any
distribution is made to the holders of common stock or stock of
junior rank, the amount set forth in the applicable prospectus
supplement. However, in this case the holders of preferred stock
will not be entitled to any other or further payment. In
addition, the rights of the preferred stock in the event of a
dissolution, liquidation or winding up shall not restrict or
prevent the Company from paying dividends on common stock if the
payment of such dividends is not restricted by any other terms
of the preferred stock. If upon any liquidation, dissolution or
winding up amounts available for payment are insufficient to
permit the payment in full of the respective amounts to which
the holders of all outstanding preferred stock are entitled, the
amount available will be distributed among the holders of each
series of preferred stock in an amount proportional to the full
amounts to which the holders of each series are entitled.
Redemption. All shares of any series of preferred
stock will be redeemable to the extent set forth in the
prospectus supplement relating to the series.
Conversion or Exchange. Shares of any series of
preferred stock will be convertible into or exchangeable for
shares of common stock or preferred stock or debt securities to
the extent set forth in the applicable prospectus supplement.
Preemptive Rights. No holder of shares of any series
of preferred stock will have any preemptive or preferential
rights to subscribe to or purchase shares of any class or series
of stock, now or hereafter authorized, or any securities
convertible into, or warrants or other evidences of optional
rights to purchase or subscribe to, shares of any series, now or
hereafter authorized.
Voting Rights. Except as indicated in the applicable
prospectus supplement, the holders of preferred stock will be
entitled to one vote for each share of preferred stock held by
them on all matters properly presented to shareholders. The
holders of common stock and the holders of all series of
preferred stock will vote together as one class, except as
otherwise provided by law and except as set forth below.
The preferences, priorities, special rights and powers given to
the preferred stock under our restated articles of
incorporation, or to any series thereof by any authorizing
action of our board, may be altered or terminated, as provided
by law, upon the affirmative vote of the holders of two-thirds
(2/3) of each series of preferred stock issued and outstanding
whose rights will be affected by such proposed alteration or
termination. No additional shares of the preferred stock except
the shares provided for in our restated articles of
incorporation shall be authorized, and no additional shares of
any other class of preferred stock having a priority over, or
entitled to participate on a parity with, the preferred stock
shall be authorized, except upon the affirmative vote of the
holders of a majority of each series of the preferred stock
issued and outstanding; provided, however, that the authorizing
resolution for any series of preferred stock may provide for the
vote of a greater percentage of the shares.
Currently under Missouri law, even if shares of a particular
class or series of stock are not otherwise entitled to a vote on
any matter submitted to the shareholders, amendments to the
restated articles of
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incorporation which adversely affect those shares require a vote
of the class or series of which such shares are a part,
including amendments which would:
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increase or decrease the aggregate number or par value of
authorized shares of the class or series;
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create a new class of shares having rights and preferences prior
or superior to the shares of the class or series;
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increase the rights and preferences, or the number of authorized
shares, of any class having rights and preferences prior to or
superior to the rights of the class or series; or
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alter or change the powers, preferences or special rights of the
shares of such class or series so as to affect such shares
adversely.
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Board Representation. Our restated articles of
incorporation provide that in addition to the voting rights set
forth above, if, and whenever, six (6) or more quarterly
dividends, whether or not consecutive, on the preferred stock
shall be in arrears, in whole or in part, the holders of the
preferred stock, including all series thereof, voting as a
single class, shall have the right to elect a number of the
members of the board of directors equal to the whole number
obtained by dividing seven (7), into the number of directors of
the Company authorized at such time by the restated articles of
incorporation of the Company, but not less than two
(2) directors. In such event, the remainder of the
directors shall be elected by the holders of the common stock
and preferred stock, voting as a single class. Whenever all
dividends in arrears and current dividends on the preferred
stock then outstanding have been paid or declared and a sum
sufficient for the payment thereof set aside, then the right of
the holders of the preferred stock to elect such number of
directors shall then cease. During the time when the preferred
stock is vested with the power of board representation, the
secretary of the Company may (and shall upon the written request
of the holders of record of ten percent (10%) or more in number
of shares of the preferred stock outstanding) call a special
meeting of the holders of the preferred stock for the election
of the directors to be elected by them subject to the provisions
of our restated articles of incorporation. In the case of
additional authorized shares of preferred stock or a different
class of preferred stock shall be created and issued, nothing
herein contained shall prevent any such additional shares or
class of the preferred stock from having the same voting rights
on a pari passu basis with the shares of preferred stock
entitled to vote on any matters.
Many of our operations are conducted through our subsidiaries,
and thus our ability to pay dividends on our common stock or any
series of preferred stock is dependent on their financial
condition, results of operations, cash requirements and other
related factors.
Depending upon the rights of holders of the preferred stock, an
issuance of preferred stock could adversely affect holders of
common stock by delaying or preventing a change of control of
Emerson, making removal of the management of Emerson difficult,
or restricting the payment of dividends and other distributions
to the holders of common stock. We presently have no intention
to issue any shares of preferred stock.
Certain
Effects of Authorized but Unissued Stock
We may issue additional shares of common stock or preferred
stock without shareholder approval, subject to applicable rules
of the New York Stock Exchange and the Chicago Stock Exchange,
for a variety of corporate purposes, including raising
additional capital, corporate acquisitions and employee benefit
plans. The existence of unissued and unreserved common and
preferred stock may enable us to issue shares to persons who are
friendly to current management, which could discourage an
attempt to obtain control of Emerson through a merger, tender
offer, proxy contest, or otherwise, and protect the continuity
of management and possibly deprive you of opportunities to sell
your shares at prices higher than the prevailing market prices.
We could also use additional shares to dilute the stock
ownership of persons seeking to obtain control of Emerson. See
also Certain Charter and Bylaw Provisions below.
Series B
Junior Participating Preferred Stock
Our board previously authorized the issuance of
1,200,000 shares of preferred stock as Series B junior
participating preferred stock in connection with our adoption of
a shareholder rights plan as of November 1,
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1998, which expired by its terms on November 1, 2008. We do
not have any current plans to utilize such preferred stock. At
the time of its authorization, our board designated the
dividend, liquidation, voting and redemption features and the
rights in the event of a merger of the Series B junior
participating preferred stock so that the value of one
one-thousandth (1/1,000th) of a share of Series B junior
participating preferred stock approximated the value of one
share of common stock. Each of these shares, if issued, would
generally be non-redeemable and junior to all other series of
preferred stock, have a variable preferential cumulative
quarterly dividend, entitle its holder to receive a variable
preferred liquidation payment and have one vote.
Certain
Charter and Bylaw Provisions
Our restated articles of incorporation and bylaws:
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provide for a classified board of directors;
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limit the right of shareholders to remove directors or change
the size of the board of directors;
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limit the right of shareholders to fill vacancies on the board
of directors;
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limit the right of shareholders to call a special meeting of
shareholders or propose other actions;
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require a higher percentage of shareholders than would otherwise
be required to amend, alter, change, or repeal certain
provisions of our restated articles of incorporation; and
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provide that the bylaws may be amended only by the majority vote
of the board of directors.
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Shareholders will not be able to amend the bylaws without first
amending the restated articles of incorporation. These
provisions may discourage certain types of transactions that
involve an actual or threatened change of control of Emerson.
Since the terms of our restated articles of incorporation and
bylaws may differ from the general information we are providing,
you should only rely on the actual provisions of our restated
articles of incorporation and bylaws. If you would like to read
our restated articles of incorporation and bylaws, they are on
file with the SEC or you may request a copy from us.
Size
of Board
Our restated articles of incorporation provide that the number
of directors will be fixed by our bylaws; provided that the
bylaws must provide for three or more directors. Our bylaws
provide for a board of directors of at least three directors and
permit the board of directors to set the number of directors
from time to time. In accordance with our bylaws, our board of
directors has fixed the number of directors at fifteen. Our
restated articles of incorporation and bylaws further provide
that our bylaws may be amended only by majority vote of our
entire board of directors.
Election
of Directors
In order for you to nominate a candidate for director, our
bylaws require that you give timely notice to us in advance of
the meeting. Ordinarily, you must give notice not less than
90 days nor more than 120 days before the meeting (but
if we give less than 100 days notice of the meeting or
prior public disclosure of the date of the meeting, then you
must give notice within ten days after we mail notice of the
meeting or make a public disclosure of the meeting). Your notice
must describe various matters regarding the nominee, including
the nominees name, address, occupation, and shares held.
Our bylaws do not permit cumulative voting in the election of
directors. Accordingly, the holders of a majority of the then
outstanding shares of common stock can elect all the directors
of the class then being elected at that meeting of shareholders.
Classified
Board
Our articles of incorporation and bylaws provide that our board
will be divided into three classes, with the classes to be as
nearly equal in number as possible, and that one class shall be
elected each year and serve for a three-year term.
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Removal
of Directors
Missouri law provides that, unless a corporations articles
of incorporation provide otherwise, the holders of a majority of
the corporations voting stock may remove any director from
office. Our restated articles of incorporation provide that
shareholders may remove a director with or without
cause and with the approval of the holders of 85% of
Emersons voting stock. Our board of directors may remove a
director, with or without cause, only in the event the director
fails to meet the qualifications stated in the bylaws for
election as a director or in the event the director is in breach
of any agreement between such director and Emerson relating to
such directors service as a director or employee of
Emerson.
Filling
Vacancies
Missouri law further provides that, unless a corporations
articles of incorporation or bylaws provide otherwise, all
vacancies on a corporations board of directors, including
any vacancies resulting from an increase in the number of
directors, may be filled by the vote of a majority of the
remaining directors even if that number is less than a quorum.
Our bylaws provide that, subject to the rights, if any, of the
holders of any class of preferred stock then outstanding and
except as described below, only the vote of a majority of the
remaining directors may fill vacancies.
Limitations
on Shareholder Action by Written Consent
Missouri law provides that any action by written consent of
shareholders in lieu of a meeting must be unanimous.
Limitations
on Calling Shareholder Meetings
Under our restated articles of incorporation and bylaws, special
meetings of shareholders may be called only by our board of
directors, our chairman of the board, and the holders of not
less than 85% of our voting stock.
Limitations
on Introducing Other Items of Business
In order for you to bring an item of business before a
shareholder meeting, our bylaws require that you give timely
notice to us in advance of the meeting. Ordinarily, you must
give notice at least 90 days but not more than
120 days before the meeting (but if we give less than
100 days notice of the meeting, then you must give
notice within ten days after we mail notice of the meeting or
make other public disclosure of the meeting). Your notice must
include a description of the item of business, the reasons for
bringing the item of business, and other specified matters. Our
board may reject any items of business that have not followed
these procedures or that are not a proper subject for
shareholder action in accordance with the provisions of
applicable law.
Amendment
of Restated Articles of Incorporation
Our restated articles of incorporation may be amended by the
affirmative vote of the holders of shares representing a
majority of the votes entitled to be cast on the amendment;
provided that certain provisions contained in our restated
articles of incorporation respecting business combinations, the
board of directors, removal of directors, amendment of bylaws
and special meetings of shareholders may be amended only by the
affirmative vote of the holders of 85% of the total voting power
of all outstanding shares of Emerson, voting as a single class.
However, the provisions respecting business combinations may be
amended upon the affirmative vote of the holders of a majority
of the total voting power of all outstanding shares of Emerson
if such amendment shall first have been approved and recommended
by a majority of those directors who meet certain criteria of
independence from parties seeking a business combination.
Business
Combination Provisions in Restated Articles of
Incorporation
Certain business combinations involving Emerson require the
affirmative vote of the holders of 85% of the outstanding shares
of Emerson common stock unless (i) a majority of the
continuing directors (as defined in the Emerson restated
articles of incorporation) have approved the proposed business
combination, or (ii) various
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conditions intended to ensure the adequacy of the consideration
offered by the party seeking the combination are satisfied.
Limitation
on Directors Liability
Our restated articles of incorporation limit the liability of
our directors to us or any of our shareholders for monetary
damages for breach of fiduciary duty as a director to the
fullest extent permitted under the Missouri General and Business
Corporation Law.
Anti-Takeover
Effects of Provisions
The classification of directors, the inability to vote shares
cumulatively, the advance notice requirements for nominations,
and the provisions in our restated articles of incorporation
and/or
bylaws that limit the ability of shareholders to increase the
size of our board or to remove directors and that permit the
remaining directors to fill any vacancies on our board make it
more difficult for shareholders to change the composition of our
board. As a result, at least two annual meetings of shareholders
may be required for the shareholders to change a majority of the
directors, whether or not a change in our board would benefit
Emerson and its shareholders and whether or not a majority of
our shareholders believes that the change would be desirable.
The provision of Missouri law which requires unanimity for
shareholder action by written consent gives all our shareholders
entitled to vote on a proposed action the opportunity to
participate in the action and prevents the holders of a majority
of the voting power of Emerson from using the written consent
procedure to take shareholder action. The bylaw provision
requiring advance notice of other items of business may make it
more difficult for shareholders to take action opposed by the
board. Moreover, a shareholder cannot force a shareholder
consideration of an item of business over the opposition of our
board of directors by calling a special meeting of shareholders.
These provisions make it more difficult and time-consuming to
obtain majority control of our board of directors or otherwise
bring a matter before shareholders without our boards
consent, and thus reduce the vulnerability of Emerson to an
unsolicited takeover proposal. These provisions enable Emerson
to develop its business in a manner which will foster its
long-term growth, by reducing to the extent practicable the
threat of a takeover not in the best interests of Emerson and
its shareholders and the potential disruption entailed by the
threat. On the other hand, these provisions may adversely affect
the ability of shareholders to influence the governance of
Emerson and the possibility that shareholders would receive a
premium above market price for their securities from a potential
acquirer who is unfriendly to management. The provisions
requiring an 85% vote of shareholders for amendments to certain
provisions of our restated articles of incorporation and for
certain business combinations have the effect of limiting the
ability of shareholders and others to change the terms of
Emersons restated articles of incorporation and to change
control of Emerson.
Missouri
Statutory Provisions
Missouri law also contains certain provisions which may have an
anti-takeover effect and otherwise discourage third parties from
effecting transactions with us, including control share
acquisition and business combination statutes.
Business
Combination Statute
Missouri law contains a business combination statute
which restricts certain business combinations
between us and an interested shareholder, or
affiliates of the interested shareholder, for a period of five
years after the date of the transaction in which the person
becomes an interested shareholder, unless either such
transaction or the interested shareholders acquisition of
stock is approved by our board on or before the date the
interested shareholder obtains such status.
The statute also prohibits business combinations after the
five-year period following the transaction in which the person
becomes an interested shareholder unless the business
combination or purchase of stock prior to becoming an interested
shareholder is approved by our board prior to the date the
interested shareholder
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obtains such status. The statute provides that, after the
expiration of such five-year period, business combinations are
prohibited unless:
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the holders of a majority of the outstanding voting stock, other
than the stock owned by the interested shareholder, approve the
business combination; or
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the business combination satisfies certain detailed fairness and
procedural requirements.
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A business combination for this purpose includes a
merger or consolidation, some sales, leases, exchanges, pledges
and similar dispositions of corporate assets or stock and any
reclassifications or recapitalizations that increase the
proportionate voting power of the interested shareholder. An
interested shareholder for this purpose generally
means any person who, together with his or her affiliates and
associates, owns or controls 20% or more of the outstanding
shares of the corporations voting stock.
A Missouri corporation may opt out of coverage by the business
combination statute by including a provision to that effect in
its governing corporate documents. We have not done so.
The business combination statute may make it more difficult for
a 20% beneficial owner to effect other transactions with us and
may encourage persons that seek to acquire us to negotiate with
our board prior to acquiring a 20% interest. It is possible that
such a provision could make it more difficult to accomplish a
transaction which shareholders may otherwise deem to be in their
best interest.
Control
Share Acquisition Statute
Missouri also has a control share acquisition
statute. This statute may limit the rights of a
shareholder to vote some or all of his shares. A shareholder
whose acquisition of shares results in that shareholder having
voting power, when added to the shares previously held by him,
to exercise or direct the exercise of more than a specified
percentage of our outstanding stock (beginning at 20%), will
lose the right to vote some or all of his shares in excess of
such percentage unless the shareholders approve the acquisition
of such shares.
In order for the shareholders to grant approval, the acquiring
shareholder must meet certain disclosure requirements specified
in the statute. In addition, a majority of the outstanding
voting shares, as determined before the acquisition, must
approve the acquisition. Furthermore, a majority of the
outstanding voting shares, as determined after the acquisition,
but excluding shares held by (i) the acquiring shareholder,
(ii) employee directors or (iii) officers appointed by
the board of directors, must approve the acquisition. If the
acquisition is approved, the statute grants certain rights to
dissenting shareholders.
Not all acquisitions of shares constitute control share
acquisitions. The following acquisitions generally do not
constitute control share acquisitions:
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good faith gifts;
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transfers in accordance with wills or the laws of descent and
distribution;
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purchases made in connection with an issuance by us;
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purchases by any compensation or benefit plan;
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the conversion of debt securities;
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purchases from holders of shares representing two-thirds of our
voting power; provided such holders act simultaneously;
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satisfaction of a pledge or other security interest created in
good faith;
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mergers involving us which satisfy the other requirements of the
General and Business Corporation Law of Missouri;
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transactions with a person who owned a majority of our voting
power within the prior year; or
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purchases from a person who previously satisfied the
requirements of the control share statute, so long as the
acquiring person does not have voting power after the ownership
in a different ownership range than the selling shareholder
prior to the sale.
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A Missouri corporation may opt out of coverage by the control
share acquisition statute by including a provision to that
effect in its governing corporate documents. We have not opted
out of the control share acquisition statute.
Take-Over
Bid Disclosure Statute
Missouris take-over bid disclosure statute
requires that, under some circumstances, before making a tender
offer that would result in the offeror acquiring control of us,
the offeror must file certain disclosure materials with the
Commissioner of the Missouri Department of Securities.
DESCRIPTION
OF WARRANTS
We may issue warrants to purchase our common stock, preferred
stock, debt securities or any combination thereof. We may issue
warrants independently or together with debt securities,
preferred stock or common stock, and the warrants may be sold at
the same or different time as those offered securities. Each
warrant will entitle the holder to purchase for cash an amount
or number of securities at the exercise price specified in the
prospectus supplement relating to the warrants.
We will issue our warrants in one or more series, each under a
warrant agreement between us and a bank or trust company, as
warrant agent. The warrant agent will act solely as our agent in
connection with the warrants and will not assume any obligation
or relationship of agency or trust for or with any holders or
beneficial owners of the warrants.
We will file a copy of each warrant agreement that we enter into
with the warrant agent in our Current Reports on
Form 8-K,
which will be incorporated herein by reference, or by an
amendment to the registration statement of which this prospectus
forms a part. The terms of any warrants to be issued and a
description of the material provisions of the applicable warrant
agreement will be set forth in a prospectus supplement.
General
Terms
The applicable prospectus supplement will contain, where
appropriate, information relating to the warrants, including the
following:
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the title of the warrants;
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the aggregate number of warrants offered;
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the price and prices at which the warrants will be issued;
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the various factors considered in determining the exercise
prices;
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the currency or currencies in which the price of the warrants
will be payable;
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the dates upon which the right to exercise the warrants will
begin and end;
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if the warrants are not continuously exercisable, the specific
date or dates on which they may be exercised;
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the place or places where, and the manner in which, the warrants
may be exercised;
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the exercise price, the procedures for exercise and the
circumstances, if any, that will deem the warrants to be
automatically exercised;
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any provisions for changes to or adjustments in the exercise
price;
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the designation and terms of the securities purchasable upon
exercise of the warrants and the number or amount of such
securities issuable upon exercise of the warrants;
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any provisions for adjustment of the number or amount of
securities receivable upon exercise of the warrants;
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any minimum or maximum number of warrants which may be exercised
at any one time;
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if warrants are issued together with debt securities, common
stock or preferred stock, the title of the securities, their
terms, the number of warrants accompanying each other security
and the date that the warrants and other securities will become
separately transferable;
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whether the warrants will be issued in registered or bearer form
or both and whether they will be issued in certificated or
uncertificated form;
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information with respect to book-entry procedures, if any;
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the terms of any mandatory or optional redemption or call
provisions;
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the exchanges, if any, on which the warrants may be listed;
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the identity of the warrant agent;
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the terms of the warrant agreement entered into with the warrant
agent;
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the U.S. Federal income tax consequences applicable to the
warrants; and
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any other material terms of the warrants.
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Prior to the exercise of the warrants, warrant holders will not
have any rights of holders of our securities purchasable upon
exercise of those warrants, including (1) in the case of
warrants for the purchase of our debt securities, the right to
receive payments of principal, premium or interest, if any, on
those debt securities or to enforce covenants in the governing
Indenture, or (2) in the case of warrants for the purchase
of preferred stock or common stock, the right to receive
payments of dividends, if any, on that preferred stock or common
stock or to exercise any applicable right to vote.
Exercise
of Warrants
Warrants may be exercised as set forth in the applicable
prospectus supplement. Any warrants not exercised by the
expiration date will be void. Unless otherwise set forth in the
applicable prospectus supplement, holders of warrants may
exercise them by delivering properly completed warrant
certificates and payment of the exercise price to the warrant
agent at its corporate trust office. As soon as practicable
after such delivery, we will issue and deliver to the holder the
securities purchased upon exercise of the warrants. If the
warrants are certificated and a holder does not exercise all of
the warrants represented by a particular certificate, we will
also issue a new certificate for the remaining number of
warrants.
Amendments
and Supplements to Warrant Agreement
Except as otherwise set forth in the prospectus supplement, we
and the warrant agent may amend or supplement the warrant
agreement for a series of warrants without the consent of the
holders of the warrants issued thereunder to effect changes that
are not inconsistent with the provisions of the warrants and
that do not materially and adversely affect the interests of the
holders of the warrants. However, except as otherwise set forth
in the prospectus supplement, any amendment that materially and
adversely alters the rights of the holders of warrants will not
be effective unless the holders of at least a majority of the
applicable warrants then outstanding approve the amendment.
Except as otherwise set forth in the prospectus supplement,
every holder of an outstanding warrant at the time any amendment
becomes effective, by continuing to hold the warrant, will be
bound by the applicable warrant agreement as amended. The
prospectus supplement applicable to a particular series of
warrants may provide that certain provisions of the warrants,
including the securities for which they may be exercisable, the
exercise price and the expiration date, may not be altered
without the consent of the holder of each warrant.
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DESCRIPTION
OF SHARE PURCHASE CONTRACTS AND SHARE PURCHASE UNITS
We may issue share purchase contracts obligating holders to
purchase from us and obligating us to sell to holders at a
future date a specified number of shares of our common stock or
preferred stock, or a number of shares of common stock or
preferred stock to be determined by reference to a specific
formula set forth in the share purchase contract. The price per
share may be fixed at the time that the share purchase contracts
are issued or may be determined by reference to a specific
formula set forth in the share purchase contracts. Share
purchase contracts may include anti-dilution provisions to
adjust the number of shares issuable pursuant to such share
purchase contracts upon the occurrence of certain events.
We may issue the share purchase contracts separately or as a
part of units, which we refer to as share purchase
units. Each such unit will consist of a share purchase
contract and one or more of: (i) our debt securities,
(ii) our preferred stock, or (iii) debt obligations of
third parties, including U.S. Treasury securities, which in
each case will be pledged to secure the purchasers
obligation to purchase common stock or preferred stock under the
related share purchase contract.
The share purchase contracts may:
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require us to make periodic payments to holders of the share
purchase units, or vice versa, and such payments may be
unsecured or prefunded on some basis;
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require holders to pay their payment obligations at the time the
share purchase contracts are issued, which we refer to as
prepaid share purchase contracts, or at the time of
settlement;
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require holders to secure their obligations under the share
purchase contracts in a specified manner; and
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permit us to deliver, in certain circumstances, newly issued
prepaid share purchase contracts, often known as prepaid
securities, upon release to a holder of any collateral
securing such holders obligations under the original share
purchase contract.
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The applicable prospectus supplement will describe the material
terms of the share purchase contracts or share purchase units
and, if applicable, prepaid securities. The description in the
applicable prospectus supplement will not contain all of the
information that you may find useful. For more information, you
should review the share purchase contracts, the collateral
arrangements and depositary arrangements, if applicable,
relating to such share purchase contracts or share purchase
units and, if applicable, the prepaid securities and the
document pursuant to which the prepaid securities will be
issued. We will file a copy of each of these documents in our
Current Reports on
Form 8-K,
which will be incorporated herein by reference, or by an
amendment to the registration statement of which this prospectus
forms a part. Material United States Federal income tax
considerations applicable to the share purchase contracts and
the share purchase units will also be discussed in the related
prospectus supplement.
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PLAN OF
DISTRIBUTION
We may sell any of the securities offered by this prospectus to
or through one or more underwriters or dealers, and also may
sell the securities directly to other purchasers or through
agents, or through a combination of methods.
Such firms may also act as our agents in the sale of the
securities. We have no definitive plans to sell any of the
securities offered by this prospectus directly to purchasers,
but it is possible that we may make direct sales to one or more
institutional investors. Any of our officers involved in such
direct sales will rely on the exemption from broker-dealer
registration provided by
Rule 3a4-1
under the Securities Exchange Act and will comply with all
elements of that rule.
Only underwriters named in the prospectus supplement will be
considered as underwriters of the securities offered by such
supplement. All participating underwriters, dealers and agents
will be registered broker-dealers or associated persons of
registered broker-dealers. As may be appropriate, we will file
any required post-effective amendment or prospectus supplement
to this registration statement that will name all of the
participating underwriters in any at the market
equity offering of our securities.
We may distribute securities at different times in one or more
transactions. We may sell securities at fixed prices, which may
change, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated
prices.
In connection with the sale of the securities, underwriters may
receive compensation from us or from purchasers of the
securities in the form of discounts, concessions or commissions.
Underwriters, dealers and agents that participate in the
distribution of the securities may be deemed to be underwriters.
Discounts or commissions they receive and any profit on their
resale of the securities may be considered underwriting
discounts and commissions under the Securities Act of 1933. We
will identify any such underwriter, dealer or agent, and we will
describe any such compensation, in the prospectus supplement. We
will describe our expected offering expenses in the prospectus
supplement relating to a particular offering.
We may agree to indemnify underwriters, dealers and agents who
participate in the distribution of the securities against
certain liabilities, including liabilities under the Securities
Act of 1933. We may also agree to contribute to payments which
the underwriters, dealers or agents may be required to make in
respect of such liabilities.
Agents designated by us may solicit offers to purchase the
securities from time to time. The prospectus supplement will
name any such agent involved in the offer or sale of the
securities and will set forth any commissions payable by us to
such agent. Unless otherwise indicated in such prospectus
supplement, any such agent will be acting on a reasonable
efforts basis for the period of its appointment or, if indicated
in the applicable prospectus supplement, on a firm commitment
basis. Any such agent may be deemed to be an underwriter, as
that term is defined in the Securities Act of 1933, of the
securities so offered and sold.
If the securities are sold by means of an underwritten offering,
we will execute an underwriting agreement with an underwriter or
underwriters at the time an agreement for such sale is reached.
A prospectus supplement will be used by the underwriters to make
resales of the securities to the public and will set forth the
names of the specific managing underwriter or underwriters, as
well as any other underwriters, and the terms of the
transaction, including commissions, discounts and any other
compensation of the underwriters and dealers, if any. If
underwriters are utilized in the sale of the securities, the
securities will be acquired by the underwriters for their own
account and may be resold from time to time in one or more
transactions, including negotiated transactions, at fixed public
offering prices or at varying prices determined by the
underwriter at the time of sale. The securities may be offered
to the public either through underwriting syndicates represented
by managing underwriters or directly by the managing
underwriters. If any underwriters are utilized in the sale of
the securities, unless otherwise indicated in the prospectus
supplement, the underwriting agreement will provide that the
obligations of the underwriters are subject to certain
conditions precedent and that the underwriters will be obligated
to purchase all such securities if any are purchased.
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If a dealer is utilized in the sale of the securities, we will
sell such securities to the dealer as principal. The dealer may
then resell such securities to the public at varying prices to
be determined by such dealer at the time of resale. Any such
dealer may be deemed to be an underwriter, as such term is
defined in the Securities Act of 1933, of the securities so
offered and sold. The prospectus supplement will set forth the
name of the dealer and the terms of the transaction.
We may directly solicit offers to purchase the securities and
may sell such securities directly to institutional investors or
others, who may be deemed to be underwriters within the meaning
of the Securities Act of 1933 with respect to any resale
thereof. The prospectus supplement will describe the terms of
any such sales.
We may determine the price or other terms of the securities
offered under this prospectus by use of an electronic auction.
In the event that we conduct an electronic auction, if required
we will file a post-effective amendment to the registration
statement of which this prospectus (as supplemented) forms a
part, describing the auction. We will include the price and
terms to be established by the auction, a summary of the auction
process and how you may participate in the auction, a
description (or screen shots) of the Internet web pages that you
will see before the auction and a description of the
underwriters obligations.
Each series of securities will be a new issue with no
established trading market, other than the common stock which is
listed on the New York Stock Exchange and the Chicago Stock
Exchange. Any common stock sold pursuant to a prospectus
supplement will be listed on such exchange, subject to official
notice of issuance. We may elect to list any series of debt
securities or preferred stock on an exchange, but we will not be
obligated to do so. It is possible that one or more underwriters
may make a market in a series of the securities, but will not be
obligated to do so and may discontinue any market making at any
time without notice. Therefore, we can give no assurance as to
the liquidity of the trading market for the securities.
Agents, underwriters and dealers may be customers of, engage in
transactions with, or perform services for, us and our
subsidiaries in the ordinary course of business.
We may enter into derivative or other hedging transactions with
financial institutions. These financial institutions may in turn
engage in sales of common stock to hedge their position, deliver
common stock covered by this prospectus in connection with some
or all of those sales and use the shares covered by this
prospectus to close out any short position created in connection
with those sales. We may also sell shares of common stock short
using this prospectus and deliver common stock covered by this
prospectus to close out such short positions, or loan or pledge
common stock to financial institutions that in turn may sell the
shares of common stock using this prospectus. We may pledge or
grant a security interest in some or all of the common stock
covered by this prospectus to support a derivative or hedging
position or other obligation and, if we default in the
performance of our obligations, the pledgees or secured parties
may offer and sell the common stock from time to time pursuant
to this prospectus.
The securities may also be offered and sold, if so indicated in
the prospectus supplement, in connection with a remarketing upon
their purchase, in accordance with their terms, or otherwise, by
one or more firms, which we refer to as remarketing
firms, acting as principals for their own accounts or as
agents for us. The prospectus supplement will identify any
remarketing firm and will describe the terms of its agreement,
if any, with us and its compensation. Remarketing firms may be
deemed to be underwriters, as such term is defined in the
Securities Act of 1933, in connection with the securities
remarketed thereby. Under agreements which may be entered into
with us, we may be required to provide indemnification or
contribution to remarketing firms against certain civil
liabilities, including liabilities under the Securities Act of
1933. Remarketing firms may also be customers of, engage in
transactions with or perform services for us and our
subsidiaries in the ordinary course of business.
If so indicated in the applicable prospectus supplement, we may
authorize agents, underwriters or dealers to solicit offers by
certain institutions to purchase the securities from us at the
public offering prices set forth in the applicable prospectus
supplement pursuant to delayed delivery contracts providing for
payment and delivery on a specified date or dates. The
applicable prospectus supplement will indicate the commission to
be paid to underwriters, dealers and agents soliciting purchases
of the securities pursuant to contracts accepted by us.
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In connection with an offering of the securities, underwriters
may engage in transactions that stabilize, maintain or otherwise
affect the price of the securities. Specifically, underwriters
may over-allot in connection with the offering, creating a
syndicate short position in the securities for their own
account. In addition, underwriters may bid for, and purchase,
securities in the open market to cover short positions or to
stabilize the price of the securities. Finally, underwriters may
engage in penalty bids or reclaim selling concessions allowed
for distributing the securities in the offering if the
underwriters repurchase previously distributed securities in
transactions to cover short positions, in stabilization
transactions or otherwise. Any of these activities may stabilize
or maintain the market price of the securities above independent
market levels. Underwriters are not required to engage in any of
these activities and may end any of these activities at any time.
LEGAL
MATTERS
Unless otherwise indicated in the applicable prospectus
supplement, T. G. Westman, Esq., our Vice President,
Associate General Counsel and Assistant Secretary, will pass
upon the legality of the offered securities for us. Unless
otherwise indicated in the applicable prospectus supplement,
Davis Polk & Wardwell, 450 Lexington Avenue, New York,
New York 10017, will pass upon the legality of the offered
securities for the underwriters, if any. Mr. Westman is
paid a salary by Emerson, is a participant in various employee
benefit plans and incentive plans offered by us and owns or has
options to purchase shares of Emerson common stock. Davis,
Polk & Wardwell will rely on the opinion of T. G.
Westman with respect to matters of Missouri law. Arthur F.
Golden, one of our directors, is a partner of Davis
Polk & Wardwell. Davis Polk & Wardwell acts
as counsel to us from time to time with respect to various
matters but not with respect to the offered securities. Bryan
Cave LLP, St. Louis, Missouri, is also representing us in
connection with some of the aspects of this offering.
EXPERTS
The consolidated financial statements of Emerson Electric Co.
and subsidiaries as of September 30, 2008 and 2007, and for
each of the years in the three-year period ended
September 30, 2008, and managements assessment of the
effectiveness of internal control over financial reporting as of
September 30, 2008, have been incorporated by reference
herein in reliance upon the report of KPMG LLP, an independent
registered public accounting firm, incorporated by reference
herein and upon the authority of said firm as experts in
accounting and auditing.
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