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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 30, 1994
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Eli Lilly and Company
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(Exact name of registrant as specified in its charter)
Indiana 1-6351 35-0470950
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(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification No.)
Lilly Corporate Center, Indianapolis, Indiana 46285
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (317) 276-2000
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No Change
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(Former name or former address, if changed since last report)
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Item 7. Financial Statements and Exhibits.
Exhibit
Number Exhibit
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(1) Form of Underwriting Agreement, dated as of November 30, 1994, among Eli Lilly and Company and
Morgan Stanley & Co. Incorporated, Goldman Sachs & Co. and J.P. Morgan Securities Inc. relating to
the issuance and sale by Eli Lilly and Company of $150,000,000 aggregate principal amount of its
8-1/8% Notes Due 2001 and $300,000,000 aggregate principal amount of its 8-3/8% Notes Due 2006.
(4.1) Form of 8-1/8% Note Due 2001 (Book-Entry) was filed with the Commission as Exhibit 1.1 to
registration statement on Form 8-A on December 7, 1994 and is incorporated herein by this reference.
(4.2) Form of 8-3/8% Note Due 2006 (Book-Entry) was filed with the Commission as Exhibit 1.2 to
registration statement on Form 8-A on December 7, 1994 and is incorporated herein by this reference.
(12) Unaudited Pro Forma Computation of Ratio of Earnings to Fixed Charges for the year ended December 31,
1993 and the nine months ended September 30, 1994.
(23) Consents of Ernst & Young LLP.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
ELI LILLY AND COMPANY
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(Registrant)
By: /s/ James M. Cornelius
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James M. Cornelius
Vice President, Finance and
Chief Financial Officer
Dated: December 12, 1994.
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Exhibit Index
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Exhibit Description
Number of Exhibit Page
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(1) Form of Underwriting Agreement, dated as of November 30, 1994 among Eli Lilly and Company
and Morgan Stanley & Co. Incorporated, Goldman Sachs & Co. and J.P. Morgan Securities Inc.
relating to the issuance and sale by Eli Lilly and Company of $150,000,000 aggregate principal
amount of its 8-1/8% Notes Due 2001 and $300,000,000 aggregate principal amount of its 8-3/8%
Notes Due 2006.
(4.1) Form of 8-1/8% Note Due 2001 (Book-Entry) was filed with the Commission as Exhibit 1.1 to
registration statement on Form 8-A on December 7, 1994 and is incorporated herein by this
reference.
(4.2) Form of 8-3/8% Note Due 2006 (Book-Entry) was filed with the Commission as Exhibit 1.2 to
registration statement on Form 8-A on December 7, 1994 and is incorporated herein by this
reference.
(12) Unaudited Pro Forma Computation of Ratio of Earnings to Fixed Charges for the year ended
December 31, 1993 and the nine months ended September 30, 1994.
(23) Consents of Ernst & Young LLP.
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UNDERWRITING AGREEMENT
November 30, 1994
ELI LILLY AND COMPANY
Lilly Corporate Center
Indianapolis, Indiana 46285
Dear Sirs:
The undersigned (the "Underwriters") understand that Eli Lilly and
Company, an Indiana corporation (the "Company"), proposes to issue and sell
$150,000,000 aggregate principal amount of 8 1/8% Notes Due December 1, 2001
(the "Seven Year Notes") and $300,000,000 aggregate principal amount of 8 3/8%
Notes Due December 1, 2006 (the "Twelve Year Notes" and, together with the
Seven Year Notes, the "Offered Securities").
Subject to the terms and conditions set forth or incorporated by
reference herein, the Company hereby agrees to sell and the Underwriters agree
to purchase, severally and not jointly, the principal amount of Seven Year
Notes and Twelve Year Notes set forth below opposite their names at a purchase
price of 98.822% of the principal amount thereof in the case of the Seven Year
Notes and 98.430% of the principal amount thereof in the case of the Twelve
Year Notes, plus in each case accrued interest from December 1, 1994 to the
date of payment and delivery:
Principal Amount of
Name Seven Year Notes
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Morgan Stanley & Co. Incorporated $ 50,000,000
Goldman, Sachs & Co. 50,000,000
J.P. Morgan Securities Inc. 50,000,000
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Total . . . . . . . . . . . . $150,000,000
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Principal Amount of
Name Twelve Year Notes
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Morgan Stanley & Co. Incorporated $100,000,000
Goldman, Sachs & Co. 100,000,000
J.P. Morgan Securities Inc. 100,000,000
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Total . . . . . . . . . . . . $300,000,000
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The Underwriters will pay for the Offered Securities upon delivery
thereof at the office of Morgan Stanley & Co. Incorporated at 10:00 a.m. (New
York time) on December 7, 1994, or at such other time, not later than 5:00 (New
York time) on December 14, 1994, as shall be designated by the Underwriters.
The time and date of such payment and delivery are hereinafter referred to as
the Closing Date.
The Seven Year Notes shall have the terms set forth in the Prospectus
dated February 7, 1991 and the Prospectus Supplement dated November 30, 1994,
and the Twelve Year Notes shall have the terms set forth in the Prospectus
dated January 11, 1993 and the Prospectus Supplement dated November 30, 1994,
including the following:
Maturity Dates: Seven Year Notes: December 1, 2001
Twelve Year Notes: December 1, 2006
Interest Rate: Seven Year Notes: 8 1/8% per annum
Twelve Year Notes: 8 3/8% per annum
Redemption Provisions: Not redeemable prior to maturity
Interest Payment Dates: December 1 and June 1 commencing June 1, 1995
(interest accrues from December 1, 1994)
Form and Denomination: The Seven Year Notes will be issued in the
form of one global security in the aggregate
principal amount of $150,000,000, and the
Twelve Year Notes will be issued in the form
of two global securities in the aggregate
principal amount of $300,000,000.
Specified Funds for and
Manner of Payment of
Purchase Price: Federal Funds
Price to Public: Seven Year Notes: 99.447%
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TWELVE YEAR NOTES: 99.105%
All provisions contained in the document entitled Eli Lilly and
Company Underwriting Agreement Standard Provisions (Debt Securities) dated
March 18, 1993, a copy of which is attached hereto, are herein incorporated by
reference in their entirety and shall be deemed to be a part of this Agreement
to the same extent as if such provisions had been set forth in full herein,
except that (i) if any term defined in such document is otherwise defined
herein, the definition set forth herein shall control, (ii) all references in
such document to a type of security that is not an Offered Security shall not
be deemed to be a part of this Agreement, (iii) all references in such document
to the "Manager" shall be deemed to refer to the Underwriters, (iv) the several
obligations of the Underwriters are subject to the additional condition that
the Offered Securities shall have been approved for listing on the New York
Stock Exchange subject to official notice of issuance, (v) the opinion referred
to in Section 4(c) shall be delivered by Daniel P. Carmichael, Esq., Deputy
General Counsel of the Company and (vi) Section 4(e) shall be amended to read
in its entirety as follows:
(e) The Underwriters shall have received on the Closing Date
letters, dated the Closing Date, in form and substance reasonably
satisfactory to the Underwriters, from the independent auditors for
the Company and for PCS Group (as defined in the Company's Current
Report on Form 8-K dated March 21, 1994), containing statements and
information of the type ordinarily included in accountants' "comfort
letters" to underwriters with respect to the financial statements and
certain financial information contained in or incorporated by
reference into the Prospectus.
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Please confirm your agreement by having an authorized officer sign a
copy of this Agreement in the space set forth below.
Very truly yours,
MORGAN STANLEY & CO. INCORPORATED
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
By: MORGAN STANLEY & CO. INCORPORATED
By: /s/ Richard W. Swift
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Name: Richard W. Swift
Title: Managing Director
Accepted:
ELI LILLY AND COMPANY
By: /s/ James M. Cornelius
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Name: James M. Cornelius
Title: Vice President, Finance and
Chief Financial Officer
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EXHIBIT 12
ELI LILLY AND COMPANY AND SUBSIDIARIES
UNAUDITED PRO FORMA COMPUTATION OF
RATIO OF EARNINGS TO FIXED CHARGES (1)
(Dollars in Millions)
9/30/94 12/31/93
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Consolidated Pretax Income $1,215.0 $380.8
Interest 281.1 364.3
Less Interest Capitalized During the Period (19.2) (25.5)
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Earnings 1,476.9 719.6
Interest Expense 281.1 364.3
Ratio of Earnings to Fixed Charges 5.3 2.0
(1) The Pro Forma Ratio of Earnings to Fixed Charges gives effect to the
transactions described in the Company's Current Report on Form 8-K, dated
November 23, 1994 as amended on November 29, 1994 on Form 8-K/A.
The Ratio of Earnings to Fixed Charges represents the historical ratio of
the Company and is calculated on a worldwide basis. The ratio above is
computed by dividing the sum of earnings from continuing operations before
taxes, minority interest and fixed charges excluding capitalized interest
by fixed charges. Fixed charges represent interest expense (including
capitalized interest).
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CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 33-38347) and related Prospectus
Supplement of Eli Lilly and Company for the registration of its 8 1/8% notes
due 2001 and to the incorporation by reference therein of our report dated
February 1, 1994, with respect to the consolidated financial statements of Eli
Lilly and Company incorporated by reference in its Annual Report (Form 10-K)
for the year ended December 31, 1993, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
December 7, 1994
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CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 33-56208) and related Prospectus
Supplement of Eli Lilly and Company for the registration of its 8 3/8% notes
due 2006 and to the incorporation by reference therein of our report dated
February 1, 1994, with respect to the consolidated financial statements of Eli
Lilly and Company incorporated by reference in its Annual Report (Form 10-K)
for the year ended December 31, 1993, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
December 7, 1994
