As filed with the Securities and Exchange Commission on July 26, 2005

Registration No. 333-[      ]

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT
Under the Securities Act Of 1933

HUNTINGTON BANCSHARES INCORPORATED

(Exact name of Registrant as specified in its charter)

Maryland		31-0724920
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Huntington Center
41 South High Street
Columbus, Ohio 43287
(614) 480-8300
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Richard A. Cheap, Esq.
General Counsel and Secretary
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287
(614) 480-4647
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With Copies to:
Mary Beth M. Clary, Esq.
Porter, Wright, Morris & Arthur LLP
5801 Pelican Bay Blvd. Suite 300
Naples, Florida 34108-2709
(239) 593-2959

Approximate date of commencement of proposed sale of the securities to the public: From time to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the box. o

If any of the securities being registered on this Form are offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than the securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o                     

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o                     

If delivery of this prospectus is expected to be made pursuant to Rule 434, please check the following box. o

Calculation of Registration Fee ⁽¹⁾

Proposed

Proposed Maximum

Amount to be

Maximum Offering

Aggregate Offering

Amount of

Title of Each Class of Securities to be Registered (2)

Registered (2)(3)

Price Per Share

Price (2)

Registration Fee

Common Stock, without par value Preferred Stock, without par value Debt Securities

Total

$

750,000,000

$

88,275

      The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section  8(a) , may determine.

 

 

The information in this Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

ABOUT THIS PROSPECTUS

     This prospectus is part of a registration statement that we filed with the SEC using a “shelf” registration or continuous offering process. Under this shelf process, after the SEC declares our registration statement effective, we may from time to time sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $750,000,000.

     We may offer the following securities from time to time:

	•		common stock;
	•		preferred stock; and
	•		debt securities.

     This prospectus provides you with a general description of each of the securities we may offer. Each time we sell securities we will provide a prospectus supplement containing specific information about the terms of the securities being offered. That prospectus supplement may include a discussion of any risk factors or other special considerations that apply to those securities. The prospectus supplement may also add, update, or change the information in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in that prospectus supplement. You should read both this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information”.

     The registration statement containing this prospectus, including exhibits to the registration statement, provides additional information about us and the securities offered under this prospectus. The registration statement can be read at the SEC web site or at the SEC offices mentioned under the heading “Where You Can Find More Information”.

     You should rely only on the information we incorporate by reference or present in this prospectus or the relevant prospectus supplement. We have not authorized anyone else, including any underwriter or agent, to provide you with different or additional information. We may only use this prospectus to sell securities if it is accompanied by a prospectus supplement which includes the specific terms of that offering. We are only offering these securities in states where the offer is permitted. You should not assume that the information in this prospectus or the applicable prospectus supplement is accurate as of any date other than the dates on the front of those documents.

     We may sell securities to underwriters who will sell the securities to the public on terms fixed at the time of sale. In addition, the securities may be sold by us directly or through dealers or agents designated from time to time. If we, directly or through agents, solicit offers to purchase the securities, we reserve the sole right to accept and, together with our agents, to reject, in whole or in part, any of those offers.

     The prospectus supplement will contain the names of the underwriters, dealers, or agents, if any, together with the terms of offering, the compensation of those underwriters, dealers, or agents, and the net proceeds to us. Any underwriters, dealers, or agents participating in the offering may be deemed “underwriters” within the meaning of the Securities Act of 1933.

     One or more of our subsidiaries, including Huntington Capital Corp., may buy and sell any of the securities after the securities are issued as part of their business as a broker-dealer. Those subsidiaries may use this prospectus and the related prospectus supplement in those transactions. Any sale by a subsidiary will be made at the prevailing market price at the time of sale.

     When we refer to “Huntington,” “we,” “our,” and “us” in this prospectus under the headings “Huntington Bancshares Incorporated” and “Ratios of Earnings to Fixed Charges,” we mean Huntington Bancshares Incorporated and our subsidiaries, unless the context indicates otherwise. When such terms are used elsewhere in this prospectus, we refer only to the parent company, Huntington Bancshares Incorporated, unless the context indicates otherwise.

	•		Our charter provides that a director may be removed by the affirmative vote of two-thirds of all the votes to be cast for the election of directors, but no director may be removed by the stockholders without cause.
	•		Our charter provides that the number of directors may be increased or decreased as set forth in our bylaws, but may not be fewer than three. Our bylaws state that a majority of the entire board of directors may alter the size of the board, however we may not have more than 25 directors nor less than three directors.
	•		Our bylaws provide that to make a proposal for business to be brought before a meeting or to nominate a director for election to our board, a stockholder must give notice in writing to our Secretary not earlier than 90 calendar days nor later than 60 days before the first anniversary of the date on which we first mailed our proxy statement to stockholders in connection with the prior year’s annual stockholder meeting.
	•		Our bylaws state that a special stockholders meeting may be called by the Chairman of the Board, the President, a majority of the board by vote with or without a meeting, or the Secretary at the request of stockholders entitled to cast at least a majority of all the votes entitled to be cast at the meeting.
	•		In accordance with Maryland law, our charter may be amended by the affirmative vote of two-thirds of all the votes of stockholders entitled to be cast on the matter, or, in cases in which class voting is required, of our stockholders holding two-thirds of the voting power of that class, unless a different number, not less than a majority, is specified in our charter. Our charter, as amended, does not specify a different number, which could make it more difficult for any party seeking to take control of Huntington through a merger, tender offer, proxy contest, or otherwise to amend our charter in furtherance of any such action.
	•		As of June 30, 2005, our authorized capital consisted of 500,000,000 shares of common stock, of which 269,157,980 shares were unissued, and 6,617,808 shares of preferred stock, all of which were unissued. Our board of directors has the right to cause us to issue authorized and unissued shares of common and preferred stock from time to time, without stockholder approval. These additional shares may be used for a variety of corporate purposes, including future public or private offerings to raise additional capital or to facilitate corporation acquisitions. The board’s power to approve the issuance of common stock and set the terms and approve the issuance of preferred stock could, depending on the terms of such stock, either impede or facilitate the completion of a merger, tender offer, or other takeover attempt, and thereby protect the continuity of our management and possibly deprive the stockholders of opportunities to sell their shares of our stock at higher than prevailing market prices. For example, the issuance of new shares might impede a business combination if they were issued in connection with a rights plan or if the terms of those shares include series voting rights which would enable the holder to block business combinations. Alternatively, the issuance of new shares might facilitate a business combination if those shares have general voting rights sufficient to cause an applicable percentage vote requirement to be satisfied. The board will make any determination regarding issuance of additional shares based on its judgment as to the best interests of Huntington and our stockholders.

           Series A Junior Participating Preferred Stock . Our Series A Junior Participating Preferred Stock was authorized in connection with our adoption of a rights agreement. Pursuant to the rights agreement, each share of our common stock has one associated preferred share purchase right. Generally, if a person acquires or announces a tender offer to acquire 10% or more of our outstanding common stock, each right will become exercisable and entitle its holder to purchase 1/100 share of Series A Junior Participating Preferred Stock (the economic equivalent of one share of our common stock) for $49.68. This exercise price is subject to further adjustment for stock dividends and splits. Once the acquiring person acquires 10% or more of our outstanding common stock, each right held by such acquiring person will become null and void and each right held by all other holders will entitle such holders to purchase the number of our Series A Junior Participating Preferred Stock having a value equal to twice the exercise price. In addition, if we are acquired in a merger or other business combination or a significant portion of our assets are sold or transferred, each holder will be entitled to purchase shares of the acquiring company that have a market value of twice the exercise price or twice the book value, if the acquiring company’s shares are not publicly traded. These rights expire on August 16, 2005, unless earlier redeemed. Our directors have not taken any action to extend the term of, or redeem, these rights. Our board of directors may redeem the rights for $0.01 per right under certain circumstances. A copy of the rights agreement has been filed with the SEC. You can obtain a

copy of the rights agreement by following the directions under the heading “Where You Can Find More Information”. A copy of the rights agreement is also available free of charge from Huntington. The above summary description of the rights is not complete and is qualified in its entirety by reference to the rights agreement.

           Maryland Law . Maryland law prohibits a business combination between a corporation and any interested stockholder or any affiliate of an interested stockholder for five years following the most recent date upon which the stockholder became an interested stockholder. These business combinations include a merger, consolidation, share exchange or, in certain circumstances, an asset transfer or issuance or reclassification of equity securities. Generally, an interested stockholder is anyone who beneficially owns 10% or more of the voting power of the corporation’s shares or any affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, beneficially owned 10% or more of the voting power of the corporation’s then outstanding voting stock. A person is not an interested stockholder under Maryland law if the board of directors approved in advance the transaction by which the interested stockholder otherwise would have become an interested stockholder. However, in approving a transaction, the board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board.

          After the five-year prohibition, any business combination between the Maryland corporation and an interested stockholder generally must be recommended by the board of directors of the corporation and approved by the affirmative vote of at least: (1) 80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and (2) two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder. These super-majority vote requirements do not apply if the corporation’s common stockholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares.

          The Maryland business combination statute permits various exemptions from its provisions, including business combinations that are exempted by the board of directors before the time that the interested stockholder becomes an interested stockholder.

          Maryland law also provides that “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter, excluding shares of stock as to which the acquiring person, officers of the corporation, and directors of the corporation who are employees of the corporation are entitled to exercise or direct the exercise of voting power in the election of directors. “Control shares” are voting shares of stock which, if aggregated with all other shares of stock owned by the acquirer or in respect of which the acquirer is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in electing directors within one of the following ranges of voting power: (1) one-tenth or more but less than one-third, (2) one-third or more but less than a majority, or (3) a majority or more of all voting power. Control shares do not include shares that the acquiring person is entitled to vote as a result of having previously obtained stockholder approval. A “control share acquisition” means the acquisition, directly or indirectly, of control shares, subject to certain exceptions.

          A person who has made or proposes to make a “control share acquisition”, upon satisfaction of certain conditions (including an undertaking to pay expenses), may compel the board of directors to call a special meeting of stockholders to be held within 50 days of such demand to consider the voting rights of the shares. If no request for a meeting is made, the corporation may itself present the question at any stockholders meeting.

          If voting rights are not approved at the meeting or if the acquirer does not deliver an acquiring person statement as required by the statute, then, subject to certain conditions and limitations, the corporation may redeem any or all of the control shares, except those for which voting rights have previously been approved, for fair value determined, without regard to voting rights, as of the date of the last control share acquisition or of any special meeting of stockholders at which the voting rights of such shares are considered and not approved. If voting rights for control shares are approved at a stockholders’ meeting and the acquirer becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of such appraisal rights may not be less than the highest price per share paid in the control

share acquisition, and certain limitations and restrictions generally applicable to the exercise of appraisal rights do not apply in the context of a control share acquisition.

          The “control share acquisition” statute does not apply to shares acquired in a merger, consolidation, or share exchange if the corporation is a party to the transaction or to acquisitions approved or exempted by the charter or the bylaws of the corporation by a provision adopted at any time before the acquisition of the shares.

           Federal Law . The Change in Bank Control Act of 1978 prohibits a person or group of persons from acquiring “control” of a bank holding company unless:

	•		the Federal Reserve Board has been given 60 days’ prior written notice of the proposed acquisition and
	•		within that time period, the Federal Reserve Board has not issued a notice disapproving the proposed acquisition or extending for up to another 30 days the period during which such a disapproval may be issued

or unless the acquisition otherwise requires Federal Reserve Board approval. An acquisition may be made before expiration of the disapproval period if the Federal Reserve Board issues written notice that it intends not to disapprove the action. It is generally assumed that the acquisition of more than 10% of a class of voting stock of a bank holding company with publicly held securities, such as Huntington, would constitute the acquisition of control.

          In addition, any “company” would be required to obtain Federal Reserve Board approval before acquiring 25% or more of our outstanding voting stock. If the acquirer is a bank holding company, this approval is required before acquiring 5% of our outstanding common stock. Obtaining “control” over Huntington would also require Federal Reserve Board approval. “Control” generally means:

	•		the ownership or control of 25% or more of a class of voting securities of a bank holding company;
	•		the ability to elect a majority of the bank holding company’s directors; or
	•		the ability otherwise to exercise a controlling influence over the bank holding company’s management and policies.

	•		the dividend rate, if any, or the method of calculating that rate, the dates on which dividends will be paid and the dates from which dividends will begin to cumulate, if applicable;
	•		any redemption provisions;
	•		any conversion or exchange rights;
	•		any additional voting and other rights, preferences, privileges, qualifications, limitations, and restrictions;
	•		any securities exchange listing;
	•		the relative ranking and preferences of that series as to dividend rights and rights upon our liquidation, dissolution, or winding up; and
	•		any other terms of that series.

Shares of our preferred stock, when issued against full payment of their purchase price, will be validly issued, fully paid, and non-assessable.

Dividends

          Holders of each series of preferred stock will be entitled to receive, when, as, and if our board declares, cash dividends payable at the dates and at the rates per share as described in the applicable prospectus supplement. Those rates may be fixed, variable, or both. Dividends may be cumulative or noncumulative and may be payable in preference to, or in such relation to, the dividends payable on any other class or classes or series of our stock, as described in the applicable prospectus supplement.

Conversion and Exchange

          The terms on which preferred stock of any series may be converted into or exchanged for another class or series of securities will be described in the applicable prospectus supplement.

Redemption

          The terms on which any series of preferred stock may be redeemed will be described in the applicable prospectus supplement. All shares of preferred stock which we redeem, purchase, or acquire, including shares surrendered for conversion or exchange, shall be retired and restored to the status of authorized but unissued shares of preferred stock undesignated as to series.

Liquidation

          In the event of our voluntary or involuntary liquidation, dissolution, or winding up, preferred stockholders of any particular series will be entitled, subject to creditors’ rights and holders of any series of preferred stock ranking senior as to liquidation rights, but before any distribution to common stockholders or holders of any series of preferred stock ranking junior as to liquidation rights, to receive a liquidating distribution in the amount of the liquidation preference, if any, per share as mentioned in the applicable prospectus supplement, plus accrued and unpaid dividends for the current dividend period. This would include any accumulation of unpaid dividends for prior dividend periods, if dividends on that series of preferred stock are cumulative. If the amounts available for distribution upon our liquidation, dissolution, or winding up are not sufficient to satisfy the full liquidation rights of all the outstanding preferred stock of that series and all stock ranking equal to that series of preferred stock, then the holders of each series of that stock will share ratably in any distribution of assets in proportion to the full respective preferential amount, which may include accumulated dividends, to which they are entitled. After the full amount of the liquidation preference is paid, the holders of preferred stock will not be entitled to any further participation in any distribution of our assets.

Voting Rights

          The voting rights of preferred stock of any series will be described in the applicable prospectus supplement.

          Under regulations of the Federal Reserve Board, if the holders of any series of preferred stock become entitled to vote for the election of directors because dividends on that series are in arrears, that series may then be deemed a “class of voting securities”, and a holder of 25% of more of that series (or a holder of 5% or more if it otherwise exercises a “controlling influence” over us) may then be subject to regulation as a bank holding company. In addition, in that event:

	•		any bank holding company may be required to obtain Federal Reserve Board approval, and any foreign bank, and any company that controls a foreign bank, that has certain types of U.S. banking operations may be required to obtain Federal Reserve Board approval under the International Banking Act of 1978, to acquire 5% or more of that series of preferred stock; and
	•		any person other than a bank holding company may be required to obtain Federal Reserve Board approval under the Change in Bank Control Act of 1978 to acquire 10% or more of that series of preferred stock.

Series A Junior Participating Preferred Stock

          Our Series A Junior Participating Preferred Stock was authorized in connection with our adoption of a rights agreement. A description of that rights agreement is included above under the heading “Description of Common Stock — Series A Junior Participating Preferred Stock ”.

Other Rights

          The shares of a series of preferred stock may have the preferences, conversion, or other rights, voting powers, restrictions, limitations as to dividends, qualifications, terms or conditions of redemption, or other rights as may be described in the applicable prospectus supplement, our charter, or as otherwise required by law.

Title

          Huntington, the transfer agent and registrar for a series of preferred stock, and any of their agents may treat the registered owner of that preferred stock as the absolute owner of that stock, whether or not any payment for that preferred stock shall be overdue and despite any notice to the contrary, for any purposes.

Transfer Agent and Registrar

          Unless the applicable prospectus supplement specifies otherwise, the transfer agent, registrar, and dividend disbursement agent for each series of preferred stock will be Computershare Investor Services.

          The indentures do not require the maintenance of any financial ratios or specified levels of net worth or liquidity. In addition, the indentures do not contain any provisions which would require us to repurchase or redeem or modify the terms of any of the debt securities upon a change of control or other event involving us which may adversely affect the creditworthiness of the debt securities.

          A prospectus supplement relating to a series of debt securities will include, where applicable, specific terms relating to the offering, including some or all of the following:

	•		the title of the debt securities and whether they are senior or subordinated debt securities;
	•		any limit on the total principal amount of the debt securities of that series;
	•		the price at which the debt securities will be issued;
	•		the date or dates on which the principal of and any premium on the debt securities will be payable;
	•		the maturity date or dates of the debt securities or the method by which those dates can be determined;
	•		if the debt securities will bear interest:

	•		the interest rate on the debt securities or the method by which the interest rate may be determined;
	•		the date from which interest will accrue;
	•		the record and interest payment dates for the debt securities;
	•		the first interest payment date; and
	•		any circumstances under which we may defer interest payments;

	•		any redemption provisions that would obligate or permit us or the holders of debt securities to elect redemption of the debt securities before their final maturity;
	•		any sinking fund provisions that would obligate or permit us to redeem the debt securities before their final maturity;
	•		whether the provisions described below under the heading “—Defeasance” apply to the debt securities;
	•		any events of default which will apply to the debt securities in addition to those contained in the applicable indenture;
	•		any additions or changes to the covenants contained in the applicable indenture and the ability, if any, of the holders to waive our compliance with those additional or changed covenants;
	•		whether all or part of the debt securities will be issued in whole or in part as temporary or permanent global securities and, if so, the depositary for those global securities and a description of any book-entry procedures relating to the global securities—a “global security” is a debt security that we issue in accordance with the applicable indenture to represent all or part of a series of debt securities;
	•		if we issue temporary global securities, any special provisions dealing with the payment of interest and any terms relating to the ability to exchange interests in a temporary global security for interests in a permanent global security or for definitive debt securities;
	•		the identity of the security registrar and paying agent for the debt securities if other than the applicable trustee;
	•		any special tax implications of the debt securities; and
	•		any other terms of the debt securities.

          When we use the term “holder” in this prospectus with respect to a registered debt security, we mean the person in whose name such debt security is registered in the security register (Section 1.1).

Payment; Exchange; Transfer

          We will designate a place of payment in the Borough of Manhattan, the City of New York, and in such other place or places as may be identified in the applicable prospectus supplement, where holders can receive payment of the principal of and any premium and interest on the debt securities and surrender the debt securities for transfer or exchange. Even though we will designate a place of payment, we may elect to pay any interest on the debt securities by mailing a check to the person listed as the owner of the debt securities in the security register (Section 3.1). Unless we state otherwise in the applicable prospectus supplement, we will pay interest on a debt security on an interest payment date to the person in whose name that debt security is registered at the close of business on the record date relating to that interest payment date (Sections 3.7, 10.1).

          Any money that we pay to a paying agent for the purpose of making payments on the debt securities and that remains unclaimed two years after the payments were due will, at our request, be returned to us and, after that time, any holder of a debt security can only look to us as an unsecured general creditor for the payments on the debt security (Section 10.3).

          Subject to any restrictions applicable to global securities, any debt securities of a series can be exchanged for other debt securities of that series so long as the other debt securities are denominated in authorized denominations and have the same aggregate principal amount and same terms as the debt securities that were surrendered for exchange. The debt securities may be presented for registration of transfer, duly endorsed or accompanied by a satisfactory written instrument of transfer, at the office or agency maintained by us for that purpose in a place of payment. There will be no service charge for any registration of transfer or exchange of the debt securities, but we may require holders to pay any tax or other governmental charge payable in connection with a transfer or exchange of the debt securities (Sections 3.5, 10.2). We have appointed the trustee as securities registrar for the debt securities. If the applicable prospectus supplement refers to any office or agency, in addition to the security registrar, initially designated by us where holders can surrender the debt securities for registration of transfer or exchange, we may at any time rescind the designation of any such office or agency or approve a change in the location. However, we will be required to maintain an office or agency in each place of payment for that series (Section 10.2).

Denominations

          Unless we state otherwise in the applicable prospectus supplement, the debt securities will be denominated in U.S. Dollars and issued only in registered form, without coupons, in denominations of $1,000 each or multiples of $1,000 (Section 3.2).

Original Issue Discount

          Debt securities may be issued under the indentures as original issue discount securities and sold at a substantial discount below their stated principal amount. If a debt security is an original issue discount security, that means that an amount less than the principal amount of the debt security will be due and payable upon a declaration of acceleration of the maturity of the debt security under the applicable indenture (Section 1.1). The applicable prospectus supplement will describe the federal income tax consequences and other special factors you should consider before purchasing any original issue discount securities.

Consolidation, Merger, or Sale

          Each of the indentures generally permits a consolidation or merger between us and another entity. They also permit the sale or transfer by us of all or substantially all of our property and assets. These transactions are permitted if:

	•		the resulting or acquiring entity, if other than us, is organized and existing under the laws of a domestic jurisdiction;
	•		the resulting or acquiring entity, if other than us, expressly assumes all of our responsibilities and liabilities under the indentures, including the payment of all amounts due on the debt securities and performance of the covenants in the indentures;
	•		immediately after the transaction, and giving effect to the transaction, no event of default under the indentures exists; and
	•		certain other conditions are met (Section 8.1).

          If we consolidate or merge with or into any other entity or sell or lease all or substantially all of our assets according to the terms and conditions of the indentures, the resulting or acquiring entity will be substituted for us in the indentures with the same effect as if it had been an original party to the indentures. As a result, such successor entity may exercise our rights and powers under the indentures, in our name and, except in the case of a lease of all or substantially all of our properties, we will be released from all our liabilities and obligations under the indentures and under the debt securities (Section 8.2).

Modification and Waiver

          Under each of the indentures, we and the trustee may enter into supplemental indentures without the consent of the holders of debt securities issued under a particular indenture to:

	•		evidence the assumption by a successor corporation of our obligations;
	•		add covenants or events of default for the benefit of the holders of debt securities;
	•		add provisions to facilitate the issuance of debt securities in bearer form or in uncertificated form;
	•		change any provision so long as such change neither applies to any debt security created prior to the execution of such supplemental indenture that benefits from such provision nor modifies the rights of the holders of such securities;
	•		change any provision so long as such change becomes effective only when there is no such security outstanding;
	•		secure any of the debt securities;
	•		establish the forms or terms of debt securities of any series;
	•		evidence the acceptance of appointment by a successor trustee;
	•		comply with any requirements of the SEC in connection with qualifying the indenture under the Trust Indenture Act of 1939; or
	•		cure any ambiguity or correct any inconsistency (Section 9.1).

          Under each of the indentures, certain of our rights and obligations and certain of the rights of holders of the debt securities may be modified or amended with the consent of the holders of at least a majority of the aggregate principal amount of the outstanding debt securities of all series of debt securities affected by the modification or amendment, acting as one class. However, the following modifications and amendments will not be effective against any holder without such holder’s consent:

	•		a change in the stated maturity date of any payment of principal or interest;
	•		a reduction in payments of principal, interest, and premium, if any, due on the debt securities;
	•		a limitation of a holder’s right, if any, to repayment of debt securities at the holder’s option;
	•		a change in the place of payment;
	•		a limitation of a holder’s right to sue