| Deal Description | Chesebrough-Ponds International Capital Corporation intended to use the proceeds from this transaction in connection with its foreign investment program, including the reduction of short-term foreign indebtedness. The corporation had conducted, and at the time of the deal intended to conduct, its business so that it derived less than 20% of its gross income from sources within the United States in order that payments on the debentures would not, under law, be subject to U. S. withholding tax. Chesebrough-Ponds intended to contribute to International, on or before the sale of the debentures, securities of one or more of its overseas subsidiaries, in amounts sufficient to assure that the ratio of International's aggregate outstanding indebtedness to its total equity capital did not exceed five to one. |