Registrant’s
telephone number, including area code: (212)
272-2000
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01 Other
Events.
On
November 22, 2006, we issued $1,000,000,000 aggregate principal amount of our
5.55% Subordinated Global Notes due January 22, 2017 (the "Notes") pursuant
to a
prospectus supplement dated November 15, 2006 to the prospectus dated August16,2006, forming part of our automatic registration statement on Form S-3
(Registration No. 333-136666), each as filed with the Securities and Exchange
Commission (collectively, the “Registration Statement”). We sold the Notes at a
price to the public of $996,020,000 in the aggregate pursuant to an underwriting
agreement, dated as of November 15, 2006 (the “Underwriting Agreement”), between
us, and Bear, Stearns & Co. Inc. and Bear, Stearns International Limited, as
co-lead managers of the several underwriters named in Schedule I to the
Underwriting Agreement. The Notes were sold to the underwriters at an aggregate
price of $991,520,000. The Notes were issued under the subordinated debt
indenture, dated as of November 14, 2006 (the “Indenture”), between us and The
Bank of New York, as trustee.
The
preceding is a summary of the terms of the Underwriting Agreement and the Notes,
and is qualified in its entirety by reference to the Form of Underwriting
Agreement filed on August 16, 2006 as Exhibit 1(a) to the Registration Statement
and the Notes included in Exhibit 4(b)(6) hereto, each of which is incorporated
herein by reference as though it were fully set forth herein.
Item
9.01 Financial
Statements and Exhibits.
(c)
Exhibits:
The
following exhibit is incorporated by reference into the Registration Statement
on Form S-3 (Registration No. 333-136666) as an exhibit to such Registration
Statement:
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.
