Now I have them straightened out. The European notes issued in 2000 have higher interest but are zero coupon see below. The 1999 "bonds" are lower interest but not zero coupon. Neither has a requirement to pay principle prior to maturity:
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DESCRIPTION OF NOTES
The notes are to be issued under an indenture to be dated as of February
, 2000, between Amazon.com and The Bank of New York, as trustee. You
may request a copy of the indenture from the trustee.
The following description is a summary of the material provisions of the
notes and the indenture. It does not purport to be complete. This summary is
subject to and is qualified by reference to all the provisions of the indenture,
including the definitions of certain terms used in the indenture. Wherever
particular provisions or defined terms of the indenture or form of note are
referred to, these provisions or defined terms are incorporated in this
prospectus supplement by reference.
As used in this "Description of Notes" section, references to "Amazon.com,"
"we", "our" or "us" refer solely to Amazon.com, Inc. and not Amazon.com together
with its subsidiaries.
GENERAL
The notes will be general unsecured obligations of Amazon.com. Our payment
obligations under the notes will be subordinated to our senior indebtedness as
described under "-- Subordination of Notes." The notes are convertible into our
common stock as described under "-- Conversion of Notes." The notes will be
limited to E600,000,000 aggregate principal amount (E90,000,000 aggregate
principal amount if the underwriters' over-allotment option is fully exercised).
The notes will be issued only in denominations of E1,000 and multiples of
E1,000. The notes will mature on February 16, 2010 unless earlier converted,
redeemed at our option, or redeemed at your option upon a fundamental change of
Amazon.com.
We are not subject to any financial covenants under the indenture. In
addition, we are not restricted under the indenture from paying dividends,
incurring debt, including senior indebtedness, or issuing or repurchasing our
outstanding securities.
You are not afforded protection in the event of a highly leveraged
transaction or a change in control of Amazon.com under the indenture except to
the extent described below under "-- Redemption at Option of the Holder."
The notes will bear interest of % from February 16, 2000, or from the
most recent interest payment date in which interest has been paid or duly
provided for. We will pay interest on February 16 of each year, beginning
February 16, 2001, to record holders at the close of business on the preceding
February 1, as the case may be, except that:
- interest payable upon redemption will be paid to the person to whom
principal is payable, unless the redemption date is an interest payment
date; and
- as set forth in the next sentence.
In case you convert any of your notes into common stock during the period
after any record date but prior to the next interest payment date either:
- we will not be required to pay interest on the interest payment date if
the note has been called for redemption on a redemption date that occurs
during this period; or
- we will not be required to pay interest on the interest payment date if
the note is to be redeemed in connection with a fundamental change on a
repurchase date that occurs during this period; or
- if otherwise, any note not called for redemption that is submitted for
conversion during this period must also be accompanied by an amount equal
to the interest due on the interest payment date on the converted
principal amount, unless at the time of conversion there is a default in
the payment of interest on the notes. See "-- Conversion of Notes."
We will maintain an office in the Borough of Manhattan, the City of New
York, for the payment of interest, which shall initially be an office or agency
of the trustee.
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We may pay interest either:
- by check mailed to your address as it appears in the note register,
provided that if you are a holder with an aggregate principal amount in
excess of E10.0 million, you shall be paid, at your written election, by
wire transfer in immediately available funds; or
- by transfer to an account maintained by you in the United States.
However, payments to The Depository Trust Company, New York, New York,
which we refer to as DTC, will be made by wire transfer of immediately available
funds to the account of DTC or its nominee. Interest will be computed on the
basis of a 365-day year and the actual number of days elapsed.
FORM, DENOMINATION AND REGISTRATION
The notes will be issued:
- in fully registered form,
- without interest coupon, and
- in denominations of E1,000 principal amount and integral multiples of
E1,000.
GLOBAL NOTES, BOOK-ENTRY FORM
The notes will be issued in the form of one or more global notes. We will
deposit the global note or notes with DTC and register the global note or notes
in the name of Cede & Co. as DTC's nominee. Except as set forth below, a global
note may be transferred, in whole or in part, only to another nominee of DTC or
to a successor of DTC or its nominee.
Holders of the notes may hold their interest in a global note directly
through DTC if such holder is a participant in DTC, or indirectly through
organizations which are direct or indirect participants in DTC (called
"participants"). Holders may hold beneficial interests in the global notes
directly through DTC, the Euroclear System ("Euroclear") and Clearstream Banking
S.A. ("Clearstream", formerly Cedelbank), if they are participants in these
systems, or indirectly through organizations that are participants in these
sytems.
Euroclear and Clearstream hold securities on behalf of their participants
through customers' securities accounts in their respective names on the books of
their respective depositaries, which in turn hold such securities in customers'
securities accounts in the depositaries' names on the books of DTC. Morgan
Guaranty Trust Company of New York initially will act as depositary of
Euroclear, and Citibank, N.A. initially will act as depositary for Clearstream.
Holders of the notes who are not participants may beneficially own
interests in a global note held by DTC only through direct or indirect
participants in DTC (including Euroclear and Clearstream), or certain banks,
brokers, dealers, trust companies and other parties that clear through or
maintain a custodial relationship with a participant, either directly or
indirectly (called "indirect participants"). So long as Cede & Co., as nominee
of DTC, is the registered owner of a global note Cede & Co. for all purposes
will be considered the sole holder of such global note.
Except as provided below, owners of a beneficial interest in a global note
will:
- not be entitled to have certificates registered in their names,
- not receive physical delivery of certificates in definitive registered
form, and
- not be considered direct holders of the global note.
Accordingly, any person owning a beneficial interest in the global notes
must rely on the procedures of DTC and, to the extent relevant, Euroclear and
Cedelbank, and, if such person is not a direct participant, on the procedures of
the participants through which such person owns its interests, to exercise any
rights of a noteholder. |
