SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
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STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
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FIRST NATIONAL BANK OF OMAHA
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
A NATIONAL BANKING ASSOCIATION 47-0259043
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
ONE FIRST NATIONAL CENTER, OMAHA, NEBRASKA 68102-1596
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
FIRST NATIONAL BANK OF OMAHA
ONE FIRST NATIONAL CENTER
OMAHA, NEBRASKA 68102-1596
ATTN: JAMES MORAN (402)633-7404
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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INACOM CORP.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
DELAWARE 47-0681813
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
10810 FARNAM DRIVE 68154
OMAHA, NEBRASKA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
6% CONVERTIBLE SUBORDINATED DEBENTURES
(TITLE OF INDENTURE SECURITIES)
ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
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INFORMATION AS TO THE TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.
Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of governors of
the Federal Reserve System, Washington, D.C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate
trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
-----------------------------
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
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PART OF THIS STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the
trustee now in effect.
2. A copy of the certificate of authority of the
trustee to commence business.
3. A copy of the authorization of the trustee to
exercise corporate trust powers.
4. A copy of the existing by-laws of the trustee.
5. Not Applicable.
6. The consent of the trustee required by Section
321(b) of the Act.
7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.
8. Not Applicable.
9. Not Applicable.
2
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, First National Bank of Omaha, a national banking association organized
and existing under the laws of the United States of America, has duly caused
this Statement of Eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Omaha and State of Nebraska, on
the 9th day of September, 1996.
FIRST NATIONAL BANK OF OMAHA,
TRUSTEE
BY /S/ JOHN E. LENIHAN
JOHN E. LENIHAN
TRUST OFFICER
3
THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION
OF
FIRST NATIONAL BANK OF OMAHA
FIRST: The title of this Association, which shall carry on the business of
banking under the laws of the United States shall be FIRST NATIONAL BANK OF
OMAHA.
SECOND: The place where the main banking house or office of this
Association shall be located, its operations of discount and deposit carried on,
and its general business conducted, shall be Omaha, County of Douglas and State
of Nebraska.
THIRD: The Board of Directors of this Association shall consist of not less
than five nor more than twenty-five persons, the exact number to be fixed and
determined from time to time by resolution of a majority of the votes to which
all of its shareholders are at the time entitled to vote at any annual or
special meeting thereof. Each Director shall own stock of the Association or of
a holding company controlling the Association, with an aggregate par, fair
market or equity value of not less than $1,000, as of either (i) the date of
purchase, (ii) the date the person becomes a Director, or (iii) the date of that
person's most recent election to the Board of Directors, whichever is more
recent. A majority of the Board of Directors shall be necessary to constitute a
quorum for the transaction of business. The Board of Directors, in any year
between Annual Meetings of shareholders, may by the vote of a majority of the
full Board increase the number of Directors by not more than two, and may
appoint Directors to fill the vacancies thereby created.
FOURTH: The regular Annual Meeting of the shareholders of this Association
shall be held at its main banking house or other convenient place duly
authorized by the Board of Directors on such day of each year as is specified
therefor in the By-Laws, at which meeting a Board of Directors shall be elected;
but, if no such election shall be held on that day, it may be held on any
subsequent day, in accordance with the provisions of the banking laws of the
United States.
FIFTH: The amount of capital stock of this Association shall be FIVE
MILLION THREE HUNDRED THIRTY THOUSAND NINETY AND NO/100 DOLLARS ($5,330,090.00),
divided into One Million Sixty-Six Thousand Eighteen (1,066,018) shares of
common stock of the par value of FIVE AND NO/100 DOLLARS ($5.00) each; but said
capital stock may be increased or decreased from time to time in accordance with
the provisions of the laws of the United States.
If the capital stock is increased by the sale of
4
additional shares thereof, each shareholder shall be entitled to subscribe for
such additional shares in proportion to the number of shares of said capital
stock owned by him at the time the increase is authorized by the shareholders,
unless another time subsequent to the date of the shareholders' meeting is
specified in a resolution adopted by the shareholders at the time the increase
is authorized. The Board of Directors shall have the power to prescribe a
reasonable period of time within which the preemptive rights to subscribe to the
new shares of capital stock must be exercised.
If the capital stock is increased by a stock dividend, each shareholder
shall be entitled to his proportionate amount of such increase in accordance
with the number of shares of capital stock owned by him at the time the increase
is authorized by the shareholder, unless another time subsequent to the date of
the shareholders' meeting is specified in a resolution adopted by the
shareholders at the time the increase is authorized.
SIXTH: There shall be an Executive Committee consisting of not less than
three nor more than five Directors elected by the shareholders at the election
of Directors. The Executive Committee shall have authority to elect and dismiss
officers, fix their salaries, define their duties and the manner in which the
affairs of the Association shall be conducted. The Executive Committee shall
have power to authorize the seal of the Association to be affixed to all papers
which may require it. Any vacancy in the Executive Committee shall be filled by
the remaining members of the Executive Committee until the next election by the
shareholders.
SEVENTH: The Board of Directors shall have the power to change the location
of the main office to any other place within the limits of Omaha, without the
approval of the shareholders but subject to the approval of the Comptroller of
the Currency; and shall have the power to establish or change the location of
any branch or branches of the Association to any other location, without the
approval of the shareholders but subject to the approval of the Comptroller of
the Currency.
EIGHTH: This Association shall have succession from the date of its
organization certificate until such time as it be dissolved by the act of its
shareholders in accordance with the provisions of the banking laws of the United
States, or until its franchise becomes forfeited by reason of violation of law,
or until its affairs be placed in the hands of a receiver and finally wound up
by him.
NINTH: The Board of Directors of this Association, or any three or more
shareholders owning, in the aggregate, not less than ten per centum of the stock
of this Association, may call a special meeting of shareholders at any time:
Provided, however, that, unless otherwise provided by law, not less than ten
days prior to
5
the date fixed for any such meeting, a notice of the time, place and purpose of
the meeting shall be given by first-class mail, postage prepaid, to all
shareholders of record of this Association at their respective addresses as
shown upon the books of the Association. These Articles of Association may be
amended at any regular or special meeting of the shareholders by the affirmative
vote of the shareholders owning at least a majority of the stock of this
Association, subject to the provisions of the banking laws of the United States.
The notice of any shareholders' meeting, at which an Amendment to the Articles
of Association of this Association is to be considered, shall be given as herein
above set forth.
TENTH: Any person may be indemnified or reimbursed by the Association for
reasonable expenses actually incurred by him in connection with any suit or
proceeding to which he is made a party by reason of his being or having been a
director, officer or employee of the Association: PROVIDED, HOWEVER, that no
person shall be so indemnified or reimbursed in relation to any action, suit or
proceeding in which he shall finally be adjudged guilty of, or found liable for,
gross negligence, willful misconduct or criminal acts: and
PROVIDED, FURTHER that no person shall be so indemnified or reimbursed in
relation to any action, suit or proceeding which has been made the subject of a
compromise settlement, except with the approval of the holders of record of a
majority of the outstanding shares of said Association. The foregoing right of
indemnification or reimbursement shall not be exclusive of other rights to which
such person may be entitled as a matter of law.
RESTATED to reflect amendments through November 28, 1995.
6
TREASURY DEPARTMENT )
Office of ) ss:
Comptroller of the Currency )
I, Dean E. Miller, Deputy Comptroller for Trust and Securities, do hereby
certify that the records in this Office indicate that on May 5, 1919, the
Federal Reserve Board (now the Board of Governors of the Federal Reserve System)
granted to the "First National Bank of Omaha", Omaha, Nebraska the right to act,
when not in contravention of state or local law, as trustee, executor,
administrator, and registrar of stocks and bonds. On February 14, 1929 the bank
was granted the authority to act as guardian of estates, assignee, receiver,
committee of estates of lunatics or in any other fiduciary capacity in which
state banks, trust companies or other corporations which come into competition
with national banks are permitted to act under the laws of the State of
Nebraska. The authority granted remains in full force and effect.
Authority to grant trust powers to national banks was, under the provisions
of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 U.S.C. 92a,
transferred from the Board of Governors of the Federal Reserve System to the
Comptroller of the Currency. Section 2 of the Act states in Part: "Nothing
contained in this Act shall be deemed to affect or curtail the right of any
national bank to act in fiduciary capacities under a permit granted before the
date of enactment of this Act by the Board of Governors of the Federal Reserve
System, nor to affect the validity of any transactions entered into at any time
by any national bank pursuant to such permit. . ."
IN TESTIMONY WHEREOF, I have hereunto subscribed my
name and caused the seal of Office of the Comptroller of the
Currency to be affixed to these presents at the Treasury
Department, in the City of Washington and District of
Columbia this twenty-ninth day of June 1983.
/s/ DEAN E. MILLER
Dean E. Miller
Deputy Comptroller
for Trust and Securities
7
RESTATED BY-LAWS
OF
FIRST NATIONAL BANK OF OMAHA
I.
MEETINGS OF SHAREHOLDERS
------------------------
The regular annual meeting of the shareholders of this Bank for the election of
Directors and the transaction of such other business as may properly come before
said meeting, shall be held on such day during the first one hundred eighty days
(180 days) of the year as the Directors may select and designate. It shall be
the duty of the Board of Directors to appoint three Directors or employees of
the Bank to be judges of said election, who shall hold and conduct the same and
who shall, after the election has been held, notify under their hands the
Cashier of the Bank of the result thereof and the names of the Directors elect.
Notice of such meeting shall be given in such manner as may be required by the
laws of the United States pertaining to national banks or by the Regulations of
the Comptroller of the Currency.
If for any cause the annual election of directors is not held on the date fixed
in these Bylaws, the directors in office shall order an election to be held on
some other day, of which special election notice shall be given in accordance
with the requirements of Section 5149, United States Revised Statutes, judges
appointed, returns made and recorded, and the directors elect notified according
to the foregoing provisions of these Bylaws.
II.
OFFICERS
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The officers of the Bank shall be a President and a Cashier and such other
officers as from time to time may appear to the Executive Committee to be
required or desirable for the conduct of the affairs of the Bank, which officers
shall be appointed by the Executive Committee and by which Committee their
several duties shall be prescribed.
III.
CORPORATE SEAL
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The following is an impression of the Seal adopted by the Board of Directors of
this Bank.
IV.
TRANSFERS AND CONVEYANCES
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All transfers and conveyances of real estate and all contracts and leases shall
be made by the Association under Seal in accordance with the orders of the Board
of Directors and shall be signed by the President or any member of the Executive
Committee and attested by the Cashier, or any operations officer.
All assignments of mortgages and trust deeds, and all releases of mortgages and
deeds of reconveyance shall be executed under the Seal of the Association by any
Member of the Executive Committee, any Executive Vice President, Senior Vice
President, or Vice President, or any person so designated by resolution, and
shall be attested to by any Member of the Executive Committee, any Executive
Vice President, Senior Vice President, or Vice President, or any person so
designated by resolution.
V.
INCREASE OF STOCK
-----------------
Whenever an increase of stock shall be determined upon in accordance with law,
it shall be the duty of the Board of Directors to notify all shareholders of the
same and to cause a subscription to be opened for such increase of capital. In
the increase of capital, each shareholder shall have the privilege of
subscribing for such number of shares of the new stock as he may be entitled to
subscribe for according to his existing stock in the Bank. If any shareholder
shall fail to subscribe for the amount of stock to which he may be entitled, the
Board of Directors may determine what disposition shall be made of the privilege
of subscribing for the unsubscribed stock.
VI.
MEETINGS OF DIRECTORS
---------------------
The regular meeting of the Board of Directors shall be held on the third
Wednesday of each month. When any regular meeting of the Board of Directors
falls upon a holiday, meetings shall be held on the following day. Special
meetings may be called by the President, any member of the Executive Committee,
or at the request of a majority of the Board of Directors.
A majority of all Directors is required to constitute a quorum to do business.
Should there be no quorum at any regular or special meeting, the members present
may adjourn from day to day until a quorum is in attendance. In the absence of a
quorum no business shall be transacted.
VII.
STOCK AND STOCK CERTIFICATES
----------------------------
The stock of the Bank shall be assignable and transferable only on the books of
the Bank, subject to the restrictions and
provisions of the laws of the United States pertaining to national banks. A
transfer book shall be provided in which all assignments and transfers of stock
shall be made.
VIII.
COMMITTEES
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The Executive Committee may appoint from time to time such Committees of one or
more Directors for such purposes and with such powers as the Executive Committee
may determine.
IX.
AMENDMENTS TO BYLAWS
--------------------
These Bylaws may be changed or amended by the vote of a majority of the members
of the Board of Directors at any regular meeting or at any special meeting
called for that purpose.
X.
EXECUTIVE COMMITTEE
-------------------
The Executive Committee shall have authority to elect and dismiss officers, fix
their salaries, define their duties, and the manner in which the affairs of the
Association shall be conducted. The Executive Committee shall have power to
authorize the seal of the Association to be affixed to all papers which may
require it.
XI.
INDEMNIFICATION
---------------
Section 1. The corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, other than an action by or in the right of the corporation, by
reason of the fact that he or she is or was a director, officer, employee, or
agent of the corporation, or is or was serving at the request of the
corporation, as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against expenses,
including attorneys' fees, judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him or her in connection with such action,
suit, or proceeding if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any action, suit, or proceeding by judgment, order, settlement, conviction, or
upon plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that
the person did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful.
Section 2. The corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending, or completed action
or suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he or she is or was director, officer, employee, or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise against expenses, including attorneys'
fees, actually and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made
in respect of any claim, issue, or matter as to which such person shall have
been adjudged to be liable for any negligence or misconduct in the performance
of his or her duty to the corporation unless and only to the extent that the
court in which such action or suit was brought shall determine upon application
that despite the adjudication of liability but in view of all circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.
Section 3. To the extent that a director, officer, employee, or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to in Sections 1 and 2 of this Article, or
in defense of any claim, issue, or matter therein, he or she shall be
indemnified against expenses, including attorneys' fees, actually and reasonably
incurred by him or her in connection therewith.
Section 4. Any indemnification under Sections 1 and 2 of this Article, unless
ordered by a court, shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee, or agent is proper in the circumstances because he or she has
met the applicable standard or conduct set forth in Sections 1 and 2 of this
Article. Such determination shall be made by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit, or proceeding, or if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or by the shareholders.
Section 5. Expenses incurred in defending a civil or criminal action, suit, or
proceeding may be paid by the corporation in
advance of the final disposition of such action, suit, or proceeding as
authorized in the manner provided in Section 4 of this Article upon receipt of
an undertaking by or on behalf of the director, officer, employee, or agent to
repay such amount unless it shall ultimately be determined that he or she is
entitled to be indemnified by the corporation as authorized in this Article.
Section 6. Nothing contained in this Article shall limit the corporation's
ability to reimburse expenses incurred by a director, officer, employee or agent
of the corporation in connection with his or her appearance as a witness in a
proceeding at a time when he or she has not been made a named defendant or
respondent in the proceeding.
Section 7. Any indemnification of a director in accordance with this Article,
including any payment or reimbursement of expenses, shall be reported in writing
to the shareholders with the notice of the next shareholders' meeting or prior
to such meeting.
RESTATED to reflect amendments through April 17, 1996.
THE CONSENT OF THE TRUSTEE
REQUIRED BY 321(b) OF THE ACT
First National Bank of Omaha, the Trustee executing the statement of
eligibility and qualification to which this Exhibit is attached, does hereby
consent that reports of examinations of the undersigned by Federal, State,
Territorial or District authorities may be furnished by such authorities to the
Securities and Exchange Commission upon request therefor in accordance with the
provisions of 321(b) of the Trust Indenture Act of 1939.
FIRST NATIONAL BANK OF OMAHA
September 9, 1996 BY: /s/ JOHN E. LENIHAN
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Date John E. Lenihan
Trust Officer
Legal Title of Bank: FIRST NATIONAL BANK OF OMAHA Call Date: 6/30/96 ST-BK: 31-2730 FFIEC 032
Address: 16TH AND DODGE STREETS Page RC-1
City, State Zip: OMAHA, NE 68102
FDIC Certificate No.: 05452
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for June 30, 1996
All schedules are to be reported in thousands of dollars. Unless otherwise indicated,
report the amount outstanding as of the last business day of the quarter.
Schedule RC--Balance Sheet
C300
Dollar Amounts in Thousands................ RCON Bil Mil Thou
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ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1)........................... 0081 203,852 1.a.
b. Interest-bearing balances(2).................................................... 0071 0 1.b.
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)...................... 1754 401,648 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D).................... 1773 100,846 2.b.
3. Federal funds sold and securities purchased under agreements to resell:
a. Federal funds sold ........................................... 0276 33,090 3.a.
b. Securities purchased under agreements to resell................................. 0277 0 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income
(from Schedule RC-C) RCON 2122 2,153,873..... 4.a.
b. LESS: Allowance for loan and lease losses RCON 3123 42,208..... 4.b.
c. LESS: Allocated transfer risk reserve RCON 3128 0..... 4.c.
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus 4.b and 4.c).................................. 2125 2,111,665 4.d.
5. Trading assets (from Schedule RC-D)...................................................... 3545 0 5.
6. Premises and fixed assets (including capitalized leases)................................. 2145 67,387 6.
7. Other real estate owned (from Schedule RC-M)............................................. 2150 0 7.
8. Investments in unconsolidated subsidiaries and associated companies (from
Schedule RC-M)......................................................................... 2130 4,233 8.
9. Customers' liability to this bank on acceptances outstanding............................. 2155 329 9.
10. Intangible assets (from Schedule RC-M)................................................... 2143 0 10.
11. Other assets (from Schedule RC-F)........................................................ 2160 86,974 11.
12. Total assets (sum of items 1 through 11)................................................. 2170 3,010,024 12.
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(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
Legal Title of Bank: FIRST NATIONAL BANK OF OMAHA Call Date: 6/30/96 ST-BK: 31-2730 FFIEC 032
Address: 16TH AND DODGE STREETS Page RC-2
City, State Zip: OMAHA, NE 68102
FDIC Certificate No.: 05452
Schedule RC--Continued
Dollar Amounts in Thousands................ RCON Bil Mil Thou
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LIABILITIES
13. Deposits
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E)....... 2200 2,601,589 13.a.
(1) Noninterest-bearing(1)...........RCON 6631 387,796............. 13.a.(1)
(2) Interest-bearing.................RCON 6636 2,213,793............. 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs...................
(1) Noninterest-bearing.........................................................
(2) Interest-bearing............................................................
14. Federal funds purchased and securities sold under agreements to repurchase:
a. Federal funds purchased......................................................... 0278 108,561 14.a.
b. Securities sold under agreements to repurchase ................................. 0279 5,714 14.b.
15. a. Demand notes issued to the U.S. Treasury........................................ 2840 3,007 15.a.
b. Trading Liabilities (from Schedule RC-D)........................................ 3548 0 15.b.
16. Other borrowed money:
a. With a remaining maturity of one year or less .................................. 2332 0 16.a.
b. With a remaining maturity of more than one year................................. 2333 0 16.b.
17. Mortgage indebtedness and obligations under capitalized leases...................... 2910 6,445 17.
18. Bank's Liability on acceptances executed and outstanding............................ 2920 329 18.
19. Subordinated notes and debentures................................................... 3200 75,000 19.
20. Other Liabilities (from Schedule RC-G).............................................. 2930 38,969 20.
21. Total Liabilities (sum of items 13 through 20)...................................... 2948 2,839,614 21.
22. Limited-Life preferred stock and related surplus.................................... 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus....................................... 3838 0 23.
24. Common stock........................................................................ 3230 5,330 24.
25. Surplus (exclude all surplus related to preferred stock)............................ 3839 9,867 25.
26. a. Undivided profits and capital reserves.......................................... 3632 155,571 26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities.......... 8434 (358) 26.b.
27. Cumulative foreign currency translation adjustments.................................
28. Total equity capital (sum of items 23 through 27)................................... 3210 170,410 28.
29. Total Liabilities, Limited-Life preferred stock, and equity capital
(sum of items 21, 22, and 28)....................................................... 3300 3,010,024 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the
most comprehensive level of auditing work performed for the bank by independent external Number
auditors as of any date during 1995................................................. RCON 6724 N/A M.1.
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other ex-
with generally accepted auditing standards by a certified ternal auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted audit- auditors
ing standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in accor- 8 = No external audit work
dance with generally accepted auditing standards by a
certified public accounting firm (may be required by state
chartering authority)
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(1) Includes total demand deposits and noninterest-bearing time and savings deposits.