PRICING SUPPLEMENT NO. 4
Dated November 13, 2001
To Prospectus Dated January 12, 2001 and
Prospectus Supplement Dated May 3, 2001
Filed under Rule 424(b)(3)
File No. 333-48922
CUSIP No.: 60406C AT4
MINNESOTA MINING AND MANUFACTURING COMPANY
$1,400,000,000 MEDIUM-TERM NOTES, SERIES C
FLOATING RATE NOTE
Principal Amount: $100,000,000
Proceeds to Company: $99,000,000
Specified Currency: U.S. Dollars
Original Issue Date: November 16, 2001
Maturity Date: December 21, 2041
Put Provision: The Notes will be repayable at the option of the holder
on at least 30 days notice on the following days and at
the following prices (expressed as a percentage of the
Principal Amount):
Repayment Date Price
-------------- -----
December 21st, 2011...........................99%
December 21st, 2014...........................99.25%
December 21st, 2017...........................99.5%
December 21st, 2020...........................99.75%
December 21st, 2023 and each third
anniversary thereafter to maturity...........100%
Minimum Denominations: The Notes will be issued in denominations of $1,000 and
in integral multiples of $1,000.
Base Rate: 3 Month LIBOR Rate. The "3 Month LIBOR Rate" means the
rate for deposits in U.S. dollars for the 3-month period
commencing on the applicable Interest Reset Date that
appears on "Telerate Page 3750" at approximately 11:00
A.M., London time, on the second London business day
prior to the applicable Interest Reset Date; provided
that the
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interest rate in effect from the Original Issue Date to
the first Interest Reset Date (December 21st, 2001) will
be based on the 3 Month LIBOR Rate as calculated on the
second London business day prior to the Original Issue
Date (November 14th, 2001).
Spread: 3 Month LIBOR - 35 basis points
Form: Book-Entry
Interest Payment Dates: Interest is payable quarterly on March 21st, June 21st,
September 21st, and December 21st of each year,
commencing on December 21st, 2001.
Reset Convention/
Interest Reset Dates: The interest rate will be reset quarterly. The quarterly
LIBOR rate will be determined on the second London
business day prior to the first day of each quarterly
reset date (the "Interest Reset Dates"). The Interest
Reset Dates are March 21st, June 21st, September 21st,
and December 21st of each year, commencing on December
21st, 2001.
Day Count Convention: Actual/360
Regular Record Dates: 15th calendar day, whether or not a Business Day, next
preceding corresponding Interest Payment Date
Agents: UBS Warburg LLC (as principal)
Merrill Lynch & Co. (as principal)
Conditional Right to Shorten Maturity:
We intend to deduct interest paid on the Notes for United States Federal income
tax purposes. However, there have been proposed tax law changes over the past
several years that, among other things, would prohibit an issuer from deducting
interest payments on debt instruments with long maturities. While none of these
proposals has become law, there can be no assurance that similar legislation
affecting our ability to deduct interest paid on the Notes will not be enacted
in the future or that any such legislation would not have a retroactive
effective date. As a result, there can be no assurance that a Tax Event (as
defined below) will not occur.
Upon the occurrence of a Tax Event, we, without the consent of the Holders of
the Notes, will have the right to shorten the maturity of the Notes to the
minimum extent required, in the opinion of nationally recognized independent tax
counsel, such that, after the shortening of the maturity, interest paid on the
Notes will be deductible for United States Federal income tax purposes or, if
such counsel is unable to opine definitively as to such
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a minimum period, the minimum extent so required to maintain our interest
deduction to the extent deductible under current law as determined in good faith
by our board of directors, after receipt of an opinion of such counsel regarding
the applicable legal standards. In such case, the amount payable on such Notes
on such new maturity date will be equal to 100% of the principal amount of such
Notes plus interest accrued on such Notes to the date such Notes mature on such
new maturity date. There can be no assurance that we would not exercise our
right to shorten the maturity of the Notes on the occurrence of such a Tax Event
or as to the period by which such maturity would be shortened. In the event that
we elect to exercise our right to shorten the maturity of the Notes on the
occurrence of a Tax Event, we will mail a notice to each Holder of Notes by
first-class mail not more than 60 days after the occurrence of such Tax Event,
stating the new maturity date of the Notes. Such notice shall be effective
immediately upon mailing.
We believe that the Notes should constitute indebtedness for United States
Federal income tax purposes under current law and, in that case, an exercise of
our right to shorten the maturity of the Notes should not be a taxable event to
Holders for such purposes. Prospective investors should be aware, however, that
our exercise of our right to shorten the maturity of the Notes will be a taxable
event to Holders for United States Federal income tax purposes if the Notes are
treated as equity for United States Federal income tax purposes before the
maturity is shortened, assuming that the Notes of shortened maturity are treated
as debt for such purposes.
"Tax Event" means that we shall have received an opinion of nationally
recognized independent tax counsel to the effect that, as a result of one of the
following events occurring on or after November 16, 2001, there is more than an
insubstantial increase in the risk that interest paid by us on the Notes is not,
or will not be, deductible, in whole or in part, by us for United States Federal
income tax purposes:
* any amendment to, clarification of, or change (including any announced
prospective amendment, clarification or change) in any law, or any
regulation thereunder, of the United States;
* any judicial decision, official administrative pronouncement, ruling,
regulatory procedure, regulation, notice or announcement, including any
notice or announcement of intent to adopt or promulgate any ruling,
regulatory procedure or regulation (any of the foregoing, an
"Administrative or Judicial Action"), or
* any amendment to, clarification of, or change in any official position
with respect to, or any interpretation of, an Administrative or
Judicial Action or a law or regulation of the United States that
differs from the theretofore generally accepted position or
interpretation.
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Notes Used as Qualified Replacement Property:
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Prospective investors seeking to treat the Notes as "qualified replacement
property" for purposes of Section 1042 of the Internal Revenue Code of 1986, as
amended, should be aware that Section 1042 requires the issuer to meet certain
requirements in order for the Notes to constitute qualified replacement
property. In general, qualified replacement property is a security issued by a
domestic operating corporation that did not, for the taxable year preceding the
taxable year in which such security was purchased, have "passive investment
income" in excess of 25 percent of the gross receipts of such corporation for
such preceding taxable year. For purposes of this passive income test, where the
issuing corporation is in control of one or more corporations, all such
corporations are treated as one corporation for the purposes of computing the
amount of passive investment income for purposes of Section 1042.
We believe that less than 25 percent of our affiliated group's gross receipts is
passive investment income for the taxable year ended December 31, 2000. In
making this determination, we have made certain assumptions and used procedures
which we believe are reasonable.
We cannot give any assurance as to whether we will continue to meet the passive
income test. It is, in addition, possible that the IRS may disagree with the
manner in which we have calculated our affiliated group's gross receipts
(including the characterization thereof) and passive investment income and the
conclusions reached herein. Prospective purchasers of the Notes should consult
with their own tax advisors with respect to these and other tax matters relating
to the Notes.
The Notes are a new issue of securities with no established trading market. No
assurance can be given as to whether a trading market for the Notes will develop
or as to the liquidity of a trading market for the Notes. The availability and
liquidity of a trading market for the Notes will also be affected by the degree
to which purchasers treat the Notes as qualified replacement property.
As of the date of this Pricing Supplement, the aggregate principal amount (or
its equivalent in other currencies) of Debt Securities (as defined in the
Prospectus) which have been sold (including the Notes to which this Pricing
Supplement relates) is $606,000,000.
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Additional Information:
Principal Amount Allocation:
UBS Warburg LLC $55,000,000
Merrill Lynch & Co. $45,000,000
Net Proceeds to Collect:
UBS Warburg LLC $54,450,000
Merrill Lynch & Co. $44,550,000
DTC Participation Numbers:
UBS Warburg LLC 642
Merrill Lynch & Co. 5132
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