S-1MEF: Registration adding securities to prior Form S-1 registration [Rule 462(b)]
Published on
As filed with the Securities and Exchange Commission on December 13, 2001
Registration No.
Registration No.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PRUDENTIAL FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
PRUDENTIAL FINANCIAL CAPITAL TRUST I
(Exact name of registrant as specified in its charter)
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751 Broad Street
Newark, New Jersey 07102
(973) 802-6000
(Address, including Zip code, and telephone number, including area code, of
registrant's principal executive offices)
John M. Liftin, Esq.
General Counsel
Prudential Financial, Inc.
751 Broad Street
Newark, New Jersey 07102
(973) 802-6000
(Name, address, including Zip code, and telephone number, including area code,
of agent for service)
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Copies to:
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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. [X] 333-70888, 333-70888-01
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. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. [_]
If the delivery of the prospectus is expected to be made pursuant to Rule
434 under the Securities Act, check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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(1) Up to $115,000,000 in aggregate principal amount of Debentures of
Prudential Financial, Inc. may be issued and sold by Prudential Financial,
Inc. to Prudential Financial Capital Trust I in connection with the
issuance by the trust of up to 2,300,000 of its Redeemable Capital
Securities. The Debentures may be distributed, under certain
circumstances, to the holders of the Redeemable Capital Securities for no
additional consideration.
(2) The Redeemable Capital Securities of Prudential Financial Capital Trust I
are offered as a component of the Equity Security Units for no additional
consideration.
(3) Shares of Common Stock of Prudential Financial, Inc. may be issued to the
holders of Equity Security Units upon settlement or termination of the
Stock Purchase Contracts, for a purchase price of $50 per unit. The actual
number of shares of Common Stock to be issued will not be determined until
the date of settlement or termination of the related Stock Purchase
Contract.
(4) Each share of Common Stock includes one Shareholder Protection Right as
described under "Description of Capital Stock".
(5) The Stock Purchase Contracts are offered as a component of the Equity
Security Units for no additional consideration.
(6) No separate consideration will be received for the Prudential Financial,
Inc. Guarantee.
(7) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(n) under the Securities Act of 1933, as amended.
(8) Exclusive of accrued interest, distributions and dividends, if any.
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This Registration Statement shall become effective upon filing with the
Commission in accordance with Rule 462(b) under the Securities Act of 1933.
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EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933 ("Rule 462(b)") and includes the registration statement
facing page, this page, the signature pages, an exhibit index, opinions of
counsel and certain consents. Pursuant to Rule 462(b), the contents of the
registration statement on Form S-1 (Nos. 333-70888, 333-70888-01) of
Prudential Financial, Inc. (the "Company") and Prudential Financial Capital
Trust I (the "Trust"), including the exhibits thereto (the "Initial
Registration Statement"), which was declared effective by the Securities and
Exchange Commission on December 12, 2001, are incorporated by reference into
this registration statement. This registration statement covers the
registration of an additional 2,300,000 Equity Security Units of the Company
for a proposed maximum aggregate offering price of $115,000,000 for sale in
the offering referred to in the Initial Registration Statement, as well as an
additional $115,000,000 aggregate principal amount of the Company's Debentures
due 2006, an additional 2,300,000 Redeemable Capital Securities of the Trust
as components of the Equity Security Units, and additional shares of Common
Stock of the Company (and related Stock Purchase Rights) for a proposed
maximum aggregate offering price of $115,000,000. The Company is also
registering, for no additional consideration, additional Stock Purchase
Contracts as components of the Equity Security Units and additional Guarantees
with respect to the Redeemable Capital Securities of the Trust.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Newark, New Jersey on
the 13th day of December, 2001.
Prudential Financial, Inc.
/s/ Mark B. Grier
By: _____________________________
Name: Mark B. Grier
Title: Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 13, 2001:
II-1
II-2
SIGNATURES
Pursuant to the requirements of the Act, the registrant has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newark, New Jersey on December 13, 2001.
Prudential Financial Capital Trust I
By Prudential Financial, Inc., as
sponsor
/s/ C. Edward Chaplin
By: _________________________________
Name: C. Edward Chaplin
Title:Senior V.P. & Treasurer
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Index to Exhibits
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* Incorporated herein by reference to the corresponding exhibit to the
Registrants' registration statement on Form S-1 (Nos. 333-70888, 333-70888-
01).