SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM T-1
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)
________________
MARINE MIDLAND BANK
(Exact name of trustee as specified in its charter)
16-1057879
(I.R.S. Employer
Identification No.)
140 Broadway, New York, N.Y. 10005-1180
(212) 658-1000 (Zip Code)
(Address of principal executive offices)
CHARTER MEDICAL CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 58-1076937
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
577 Mulberry Street
Macon, Georgia 31298
(Address of principal executive offices) (Zip Code)
________________
See Table of Additional Obligors below
________________
11 1/4% SERIES A SENIOR SUBORDINATED NOTES DUE 2004
(Title of Indenture Securities)
ADDITIONAL OBLIGORS(1)
ADDRESS INCLUDING ZIP CODE,
STATE OR OTHER AND TELEPHONE NUMBER
EXACT NAME OF JURISDICTION OF I.R.S. EMPLOYER INCLUDING AREA CODE,
OBLIGOR AS SPECIFIED INCORPORATION IDENTIFICATION OF OBLIGOR'S PRINCIPAL
IN ITS CHARTER OR ORGANIZATION NUMBER EXECUTIVE OFFICES
- ------------------------------------------ -------------------- ---------------- ------------------------------------
Ambulatory Resources, Inc. Georgia 58-1456102 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Atlanta MOB, Inc. Georgia 58-1558215 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Beltway Community Hospital, Inc. Texas 58-1324281 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
C.A.C.O. Services, Inc. Ohio 58-1751511 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
CCM, Inc. Nevada 58-1662418 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
CMCI, Inc. Nevada 88-0224620 1061 East Flamingo Road
Suite One
Las Vegas, NV 89119
(702) 737-0282
CMFC, Inc. Nevada 88-0215629 1061 East Flamingo Road
Suite One
Las Vegas, NV 89119
(702) 737-0282
CMSF, Inc. Florida 58-1324269 3550 Colonial Boulevard
Fort Myers, FL 33906
(813) 939-0403
CPS Associates, Inc. Virginia 58-1761039 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Alvarado Behavioral Health System, California 58-1394959 577 Mulberry Street
Inc. Macon, GA 31298
(912) 742-1161
Charter Appalachian Hall Behavioral Health North Carolina 58-2097827 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Arbor Indy Behavioral Health Indiana 35-1916340 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Augusta Behavioral Health System, Georgia 58-1615676 3100 Perimeter Parkway
Inc. Augusta, GA 30909
(404) 868-6625
Charter Bay Harbor Behavioral Health Florida 58-1640244 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Beacon Behavioral Health System, Indiana 58-1524996 1720 Beacon Street
Inc. Fort Wayne, IN 46805
(219) 423-3651
Charter Behavioral Health System at Fair New Jersey 58-2097832 577 Mulberry Street
Oaks, Inc. Macon, GA 31298
(912) 742-1161
i
ADDITIONAL OBLIGORS(1) (CONTINUED)
ADDRESS INCLUDING ZIP CODE,
STATE OR OTHER AND TELEPHONE NUMBER
EXACT NAME OF JURISDICTION OF I.R.S. EMPLOYER INCLUDING AREA CODE,
OBLIGOR AS SPECIFIED INCORPORATION IDENTIFICATION OF OBLIGOR'S PRINCIPAL
IN ITS CHARTER OR ORGANIZATION NUMBER EXECUTIVE OFFICES
- ------------------------------------------ -------------------- ---------------- --------------------------------------
Charter Behavioral Health System at Hidden Maryland 52-1866212 577 Mulberry Street
Brook, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System at Los California 33-0606642 577 Mulberry Street
Altos, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System at Maryland 52-1866221 577 Mulberry Street
Potomac Ridge, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System at Maryland 52-1866214 577 Mulberry Street
Warwick Manor, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of Georgia 58-1513304 240 Mitchell Bridge Road
Athens, Inc. Athens, GA 30604
(404) 546-7277
Charter Behavioral Health System of Texas 58-1440665 8402 Cross Park Drive
Austin, Inc. Austin, TX 78754
(512) 837-1800
Charter Behavioral Health System of Texas 76-0430571 577 Mulberry Street
Baywood, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of Florida 58-1527678 577 Mulberry Street
Bradenton, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of Canoga California 95-4470774 577 Mulberry Street
Park, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of Georgia 58-1408670 3500 Riverside Drive
Central Georgia, Inc. Macon, GA 31209
(912) 474-6200
Charter Behavioral Health System of South Carolina 58-1761157 2777 Speissegger Drive
Charleston, Inc. Charleston, SC 29405-8299
(803) 747-5830
Charter Behavioral Health System of Virginia 58-1616917 2101 Arlington Boulevard
Charlottesville, Inc. Charlottesville, VA 22903-1593
(804) 977-1120
Charter Behavioral Health System of Illinois 58-1315760 4700 North Clarendon Avenue
Chicago, Inc. Chicago, IL 60640
(312) 728-7100
Charter Behavioral Health System of Chula California 58-1473063 577 Mulberry Street
Vista, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of Missouri 61-1009977 200 Portland Street
Columbia, Inc. Columbia, MO 65201
(314) 876-8000
Charter Behavioral Health System of Corpus Texas 58-1513305 3126 Rodd Field Road
Christi, Inc. Corpus Christi, TX 78414
(512) 993-8893
ii
ADDITIONAL OBLIGORS(1) (CONTINUED)
ADDRESS INCLUDING ZIP CODE,
STATE OR OTHER AND TELEPHONE NUMBER
EXACT NAME OF JURISDICTION OF I.R.S. EMPLOYER INCLUDING AREA CODE,
OBLIGOR AS SPECIFIED INCORPORATION IDENTIFICATION OF OBLIGOR'S PRINCIPAL
IN ITS CHARTER OR ORGANIZATION NUMBER EXECUTIVE OFFICES
- ------------------------------------------ -------------------- ---------------- -------------------------------------
Charter Behavioral Health System of Texas 58-1513306 6800 Preston Road
Dallas, Inc. Plano, TX 75024
(214) 964-3939
Charter Behavioral Health System of Indiana 35-1916338 577 Mulberry Street
Evansville, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of Fort Texas 58-1643151 6201 Overton Ridge Blvd.
Worth, Inc. Fort Worth, TX 76132
(817) 292-6844
Charter Behavioral Health System of Mississippi 58-1616919 East Lakeland Drive
Jackson, Inc. Jackson, MS 39208
(601) 939-9030
Charter Behavioral Health System of Florida 58-1483015 3947 Salisbury Road
Jacksonville, Inc. Jacksonville, FL 32216
(904) 296-2447
Charter Behavioral Health System of Indiana 35-1916342 577 Mulberry Street
Jefferson, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of Kansas Kansas 58-1603154 8000 West 127th Street
City, Inc. Overland Park, KS 66213
(913) 897-4999
Charter Behavioral Health System of Louisiana 72-0686492 577 Mulberry Street
Lafayette, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of Lake Louisiana 62-1152811 4250 Fifth Avenue, South
Charles, Inc. Lake Charles, LA 70605
(318) 474-6133
Charter Behavioral Health System of California 33-0606647 577 Mulberry Street
Lakewood, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of Indiana 35-1916343 577 Mulberry Street
Michigan City, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of Alabama 58-1569921 5800 Southland Drive
Mobile, Inc. Mobile, AL 36609
(205) 661-3001
Charter Behavioral Health System of New Hampshire 02-0470752 577 Mulberry Street
Nashua, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of Nevada 58-1321317 7000 West Spring Mountain Road
Nevada, Inc. Las Vegas, NV 89180
(702) 876-4357
Charter Behavioral Health System of New New Mexico 58-1479480 5901 Zuni Road, SE
Mexico, Inc. Albuquerque, NM 87108
(505) 265-8800
Charter Behavioral Health System of California 58-1857277 101 Cirby Hills Drive
Northern California, Inc. Roseville, CA 95678
(916) 969-4666
iii
ADDITIONAL OBLIGORS(1) (CONTINUED)
ADDRESS INCLUDING ZIP CODE,
STATE OR OTHER AND TELEPHONE NUMBER
EXACT NAME OF JURISDICTION OF I.R.S. EMPLOYER INCLUDING AREA CODE,
OBLIGOR AS SPECIFIED INCORPORATION IDENTIFICATION OF OBLIGOR'S PRINCIPAL
IN ITS CHARTER OR ORGANIZATION NUMBER EXECUTIVE OFFICES
- ------------------------------------------ -------------------- ---------------- ------------------------------------
Charter Behavioral Health System of Arkansas 58-1449455 4253 Crossover Road
Northwest Arkansas, Inc. Fayetteville, AR 72701
(501) 521-5731
Charter Behavioral Health System of Indiana 58-1603160 101 West 61st Avenue
Northwest Indiana, Inc. State Road 51
Hobart, IN 46342
(219) 947-4464
Charter Behavioral Health System of Kentucky 61-1006115 435 Berger Road
Paducah, Inc. Paducah, KY 42002-7609
(502) 444-0444
Charter Behavioral Health System of Illinois 36-3946945 577 Mulberry Street
Rockford, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of San California 58-1747020 577 Mulberry Street
Jose, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of Georgia 58-1750583 1150 Cornell Ave
Savannah, Inc. Savannah, GA 31416
(912) 354-3911
Charter Behavioral Health System of California 58-1366605 577 Mulberry Street
Southern California, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of Tampa Florida 58-1616916 4004 North Riverside Drive
Bay, Inc. Tampa, FL 33603
(813) 238-8671
Charter Behavioral Health System of Arkansas 71-0752815 577 Mulberry Street
Texarkana, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of the California 95-2685883 2055 Kellogg Drive
Inland Empire, Inc. Corona, CA 91720
(714) 735-2910
Charter Behavioral Health System of Ohio 58-1731068 1725 Timberline Road
Toledo, Inc. Maumee, Ohio 43537
(419) 891-9333
Charter Behavioral Health System of Arizona 86-0757462 577 Mulberry Street
Tucson, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of Virginia 54-1703071 577 Mulberry Street
Virginia Beach, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of California 33-0606644 577 Mulberry Street
Visalia, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of District of Columbia 52-1866204 577 Mulberry Street
Washington, D.C., Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of Minnesota 41-1775626 577 Mulberry Street
Waverly, Inc. Macon, GA 31298
(912) 742-1161
iv
ADDITIONAL OBLIGORS(1) (CONTINUED)
ADDRESS INCLUDING ZIP CODE,
STATE OR OTHER AND TELEPHONE NUMBER
EXACT NAME OF JURISDICTION OF I.R.S. EMPLOYER INCLUDING AREA CODE,
OBLIGOR AS SPECIFIED INCORPORATION IDENTIFICATION OF OBLIGOR'S PRINCIPAL
IN ITS CHARTER OR ORGANIZATION NUMBER EXECUTIVE OFFICES
- ------------------------------------------ -------------------- ---------------- ------------------------------------
Charter Behavioral Health System of North Carolina 56-1050502 3637 Old Vineyard Road
Winston-Salem, Inc. Winston-Salem, NC 27104
(919) 768-7710
Charter Behavioral Health System of Yorba California 33-0606646 577 Mulberry Street
Linda, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health Systems of Georgia 58-1900736 577 Mulberry Street
Atlanta, Inc. Macon, GA 31298
(912) 742-1161
Charter Brawner Behavioral Health System, Georgia 58-0979827 577 Mulberry Street
Inc. Macon, GA 31298
(912) 742-1161
Charter-By-The-Sea Behavioral Health Georgia 58-1351301 2927 Demere Road
System, Inc. St. Simons Island, GA 31522
(912) 638-1999
Charter Canyon Behavioral Health System, Utah 58-1557925 175 West 7200 South
Inc. Midvale, UT 84047
(801) 561-8181
Charter Canyon Springs Behavioral Health California 33-0606640 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Centennial Peaks Behavioral Health Colorado 58-1761037 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Colonial Institute, Inc. Virginia 58-1492652 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Community Hospital, Inc. California 58-1398708 21530 South Pioneer Boulevard
Hawaiian Gardens, CA 90716
(310) 860-0401
Charter Community Hospital of Des Moines, Iowa 58-1523702 577 Mulberry Street
Inc. Macon, GA 31298
(912) 742-1161
Charter Contract Services, Inc. Georgia 58-2100699 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Cove Forge Behavioral Health Pennsylvania 25-1730464 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Crescent Pines Behavioral Health Georgia 58-1249663 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Fairbridge Behavioral Health Maryland 52-1866218 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Fairmount Behavioral Health Pennsylvania 58-1616921 561 Fairthorne Avenue
System, Inc. Philadelphia, PA 19128
(215) 487-4000
v
ADDITIONAL OBLIGORS(1) (CONTINUED)
ADDRESS INCLUDING ZIP CODE,
STATE OR OTHER AND TELEPHONE NUMBER
EXACT NAME OF JURISDICTION OF I.R.S. EMPLOYER INCLUDING AREA CODE,
OBLIGOR AS SPECIFIED INCORPORATION IDENTIFICATION OF OBLIGOR'S PRINCIPAL
IN ITS CHARTER OR ORGANIZATION NUMBER EXECUTIVE OFFICES
- ------------------------------------------ -------------------- ---------------- --------------------------------------
Charter Fenwick Hall Behavioral Health South Carolina 57-0995766 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Financial Offices, Inc. Georgia 58-1527680 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Forest Behavioral Health System, Louisiana 58-1508454 9320 Linwood Avenue
Inc. Shreveport, LA 71106
(318) 688-3930
Charter Grapevine Behavioral Health Texas 58-1818492 2300 William D. Tate Ave.
System, Inc. Grapevine, TX 76051
(817) 481-1900
Charter Greensboro Behavioral Health North Carolina 58-1335184 700 Walter Reed Drive
System, Inc. Greensboro, NC 27403
(919) 852-4821
Charter Health Management of Texas, Inc. Texas 58-2025056 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Hospital of Columbus, Inc. Ohio 58-1598899 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Hospital of Denver, Inc. Colorado 58-1662413 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Hospital of Ft. Collins, Inc. Colorado 58-1768534 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Hospital of Laredo, Inc. Texas 58-1491620 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Hospital of Miami, Inc. Florida 61-1061599 11100 N.W. 27th Street
Miami, FL 33172
(305) 591-3230
Charter Hospital of Mobile, Inc. Alabama 58-1318870 251 Cox Street
Mobile, AL 36604
(205) 432-4111
Charter Hospital of Northern New Jersey, New Jersey 58-1852138 577 Mulberry Street
Inc. Macon, GA 31298
(912) 742-1161
Charter Hospital of Santa Teresa, Inc. New Mexico 58-1584861 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Hospital of St. Louis, Inc. Missouri 58-1583760 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Hospital of Torrance, Inc. California 58-1402481 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
vi
ADDITIONAL OBLIGORS(1) (CONTINUED)
ADDRESS INCLUDING ZIP CODE,
STATE OR OTHER AND TELEPHONE NUMBER
EXACT NAME OF JURISDICTION OF I.R.S. EMPLOYER INCLUDING AREA CODE,
OBLIGOR AS SPECIFIED INCORPORATION IDENTIFICATION OF OBLIGOR'S PRINCIPAL
IN ITS CHARTER OR ORGANIZATION NUMBER EXECUTIVE OFFICES
- ------------------------------------------ -------------------- ---------------- -------------------------------------
Charter Indianapolis Behavioral Health Indiana 58-1674291 5602 Caito Drive
System, Inc. Indianapolis, IN 46226
(317) 545-2111
Charter Lafayette Behavioral Health Indiana 58-1603158 3700 Rome Drive
System, Inc. Lafayette, IN 47905
(317) 448-6999
Charter Lakehurst Behavioral Health New Jersey 22-3286879 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Lakeside Behavioral Health System, Tennessee 62-0892645 2911 Brunswick Road
Inc. Memphis, TN 38134
(901) 377-4700
Charter Laurel Heights Behavioral Health Georgia 58-1558212 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Laurel Oaks Behavioral Health Florida 58-1483014 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Linden Oaks Behavioral Health Illinois 36-3943776 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Little Rock Behavioral Health Arkansas 58-1747019 1601 Murphy Drive
System, Inc. Haumelle, AR 72118
(501) 851-8700
Charter Louisville Behavioral Health Kentucky 58-1517503 1405 Browns Lane
System, Inc Louisville, KY 40207
(502) 896-0495
Charter Meadows Behavioral Health System, Maryland 52-1866216 577 Mulberry Street
Inc. Macon, GA 31298
(912) 742-1161
Charter MOB of Charlottesville, Inc. Virginia 58-1761158 1023 Millmont Avenue
Charlottesville, VA 22901
(804) 977-1120
Charter Medfield Behavioral Health System, Florida 58-1705131 577 Mulberry Street
Inc. Macon, GA 31298
(912) 742-1161
Charter Medical -- California, Inc. Georgia 58-1357345 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Medical -- Clayton County, Inc. Georgia 58-1579404 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Medical -- Cleveland, Inc. Texas 58-1448733 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Medical -- Dallas, Inc. Texas 58-1379846 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
vii
ADDITIONAL OBLIGORS(1) (CONTINUED)
ADDRESS INCLUDING ZIP CODE,
STATE OR OTHER AND TELEPHONE NUMBER
EXACT NAME OF JURISDICTION OF I.R.S. EMPLOYER INCLUDING AREA CODE,
OBLIGOR AS SPECIFIED INCORPORATION IDENTIFICATION OF OBLIGOR'S PRINCIPAL
IN ITS CHARTER OR ORGANIZATION NUMBER EXECUTIVE OFFICES
- ------------------------------------------ -------------------- ---------------- -----------------------------------
Charter Medical -- Long Beach, Inc. California 58-1366604 6060 Paramount Boulevard
Long Beach, CA 90805
(310) 220-1000
Charter Medical -- New York, Inc. New York 58-1761153 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Medical (Cayman Islands) Ltd. Cayman Islands 58-1841857
Charter Medical Executive Corporation Georgia 58-1538092 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Medical Information Services, Inc. Georgia 58-1530236 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Medical International, Inc. Cayman Islands applied for P.O. Box 1043
Swiss Bank Building
Caledonian House,
Georgetown, Grand Cayman,
Cayman Islands
(809) 949-0050
Charter Medical International, S.A., Inc. Nevada 58-1605110 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Medical Management Company Georgia 58-1195352 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Medical of East Valley, Inc. Arizona 58-1643158 2190 N. Grace Boulevard
Chandler, AZ 85224
(602) 809-8989
Charter Medical of England Limited United Kingdom applied for 111 Kings Road, Box 323
London SW3 4PB, England
Charter Medical of North Phoenix, Inc. Arizona 58-1643154 6015 W. Peoria Avenue
Glendale, AZ 85311
(602) 878-7878
Charter Medical of Orange County, Inc. Florida 58-1615673 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Medical of Puerto Rico, Inc. Puerto Rico 58-1208667 1225 Ponce de Leon Avenue
Santuree, Puerto Rico 00907
(809) 723-8666
Charter Mental Health Options, Inc. Florida 58-2100704 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Mid-South Behavioral Health Tennessee 58-1860496 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Milwaukee Behavioral Health Wisconsin 58-1790135 11101 West Lincoln Avenue
System, Inc. West Allis, WI 53227
(414) 327-3000
viii
ADDITIONAL OBLIGORS(1) (CONTINUED)
ADDRESS INCLUDING ZIP CODE,
STATE OR OTHER AND TELEPHONE NUMBER
EXACT NAME OF JURISDICTION OF I.R.S. EMPLOYER INCLUDING AREA CODE,
OBLIGOR AS SPECIFIED INCORPORATION IDENTIFICATION OF OBLIGOR'S PRINCIPAL
IN ITS CHARTER OR ORGANIZATION NUMBER EXECUTIVE OFFICES
- ------------------------------------------ -------------------- ---------------- -------------------------------------
Charter Mission Viejo Behavioral Health California 58-1761156 23228 Madero
System, Inc. Mission Viejo, CA 92691
(714) 830-4800
Charter North Behavioral Health System, Alaska 58-1474550 2530 DeBarr Road
Inc. Anchorage, AK 99508-2996
(907) 258-7575
Charter North Counseling Center, Inc. Alaska 58-2067832 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Northbrooke Behavioral Health Wisconsin 39-1784461 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Northridge Behavioral Health North Carolina 58-1463919 400 Newton Road
System, Inc. Raleigh, NC 27615
(919) 847-0008
Charter Northside Hospital, Inc. Georgia 58-1440656 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Oak Behavioral Health System, Inc. California 58-1334120 1161 East Covina Boulevard
Covina, GA 91724
(818) 966-1632
Charter Palms Behavioral Health System, Texas 58-1416537 1421 E. Jackson Avenue
Inc. McAllen, TX 78502
(512) 631-5421
Charter Peachford Behavioral Health Georgia 58-1086165 2151 Peachford Road
System, Inc. Atlanta, GA 30338
(404) 455-3200
Charter Pines Behavioral Health System, North Carolina 58-1462214 3621 Randolph Road
Inc. Charlotte, NC 28211
(704) 365-5368
Charter Plains Behavioral Health System, Texas 58-1462211 801 N. Quaker Avenue
Inc. Lubbock, TX 79408
(806) 744-5505
Charter Psychiatric Hospitals, Inc. Delaware 58-1852072 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Real Behavioral Health System, Texas 58-1485897 8550 Huebner Road
Inc. San Antonio, TX 78240
(512) 699-8585
Charter Regional Medical Center, Inc. Texas 74-1299623 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Richmond Behavioral Health System, Virginia 58-1761160 577 Mulberry Street
Inc. Macon, GA 31298
(912) 742-1161
Charter Ridge Behavioral Health System, Kentucky 58-1393063 3050 Rio Dosa Drive
Inc. Lexington, KY 40509
(606) 269-2325
ix
ADDITIONAL OBLIGORS(1) (CONTINUED)
ADDRESS INCLUDING ZIP CODE,
STATE OR OTHER AND TELEPHONE NUMBER
EXACT NAME OF JURISDICTION OF I.R.S. EMPLOYER INCLUDING AREA CODE,
OBLIGOR AS SPECIFIED INCORPORATION IDENTIFICATION OF OBLIGOR'S PRINCIPAL
IN ITS CHARTER OR ORGANIZATION NUMBER EXECUTIVE OFFICES
- ------------------------------------------ -------------------- ---------------- -------------------------------------
Charter Rivers Behavioral Health System, South Carolina 58-1408623 2900 Sunset Boulevard
Inc. West Columbia, SC 29171
(803) 796-9911
Charter San Diego Behavioral Health California 58-1669160 11878 Avenue of Industry
System, Inc. San Diego, CA 92128
(619) 487-3200
Charter Serenity Lodge Behavioral Health Virginia 56-1703066 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Sioux Falls Behavioral Health South Dakota 58-1674278 2812 South Louise Avenue
System, Inc. Sioux Falls, SD 57106
(605) 341-8111
Charter South Bend Behavioral Health Indiana 58-1674287 6704 North Gumwood Drive
System, Inc. Granger, IN 46530
(219) 272-9799
Charter Springs Behavioral Health System, Florida 58-1517461 3130 S.W. 27th Avenue
Inc. Ocala, FL 32678
(904) 237-7293
Charter Springwood Behavioral Health Virginia 58-2097829 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Suburban Hospital of Mesquite, Texas 75-1161721 577 Mulberry Street
Inc. Macon, GA 31298
(912) 742-1161
Charter Terre Haute Behavioral Health Indiana 58-1674293 1400 Crossing Boulevard
System, Inc. Terre Haute, IN 47802
(812) 299-4196
Charter Thousand Oaks Behavioral California 58-1731069 150 Via Merida
Health System, Inc. Thousand Oaks, CA 91361
(805) 495-3292
Charter Tidewater Behavioral Virginia 54-1703069 577 Mulberry Street
Health System, Inc. Macon, GA 31298
(912) 742-1161
Charter Treatment Center of Michigan 58-2025057 577 Mulberry Street
Michigan, Inc. Macon, GA 31298
(912) 742-1161
Charter Westbrook Behavioral Virginia 54-0858777 1500 Westbrook Avenue
Health System, Inc. Richmond, VA 23227
(804) 266-9671
Charter White Oak Behavioral Maryland 52-1866223 577 Mulberry Street
Health System, Inc. Macon, GA 31298
(912) 742-1161
Charter Wichita Behavioral Kansas 58-1634296 8901 East Orme
Health System, Inc. Wichita, KS 67207
(316) 686-5000
Charter Woods Behavioral Alabama 58-1330526 700 Cottonwood Road
Health System, Inc. Dothan, AL 36302
(205) 794-4357
x
ADDITIONAL OBLIGORS(1) (CONTINUED)
ADDRESS INCLUDING ZIP CODE,
STATE OR OTHER AND TELEPHONE NUMBER
EXACT NAME OF JURISDICTION OF I.R.S. EMPLOYER INCLUDING AREA CODE,
OBLIGOR AS SPECIFIED INCORPORATION IDENTIFICATION OF OBLIGOR'S PRINCIPAL
IN ITS CHARTER OR ORGANIZATION NUMBER EXECUTIVE OFFICES
- ------------------------------------------ -------------------- ---------------- -------------------------------------
Charter Woods Hospital, Inc. Alabama 58-2102628 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter of Alabama, Inc. Alabama 63-0649546 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter-Provo School, Inc. Utah 58-1647690 4501 North University Ave.
Provo, UT 84603
(801) 227-2000
Charterton/LaGrange, Inc. Kentucky 61-0882911 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Desert Springs Hospital, Inc. Nevada 88-0117696 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Employee Assistance Services, Inc. Georgia 58-1501282 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Florida Health Facilities, Inc. Florida 58-1860493 21808 State Road 54
Lutz, FL 33549
(813) 948-2441
Gulf Coast EAP Services, Inc. Alabama 58-2101394 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Gwinnett Immediate Care Center, Inc. Georgia 58-1456097 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
HCS, Inc. Georgia 58-1527679 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Holcomb Bridge Immediate Care Center, Inc. Georgia 58-1374463 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Hospital Investors, Inc. Georgia 58-1182191 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Mandarin Meadows, Inc. Florida 58-1761155 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Metropolitan Hospital, Inc. Georgia 58-1124268 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Middle Georgia Hospital, Inc. Georgia 58-1121715 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Pacific-Charter Medical, Inc. California 58-1336537 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
xi
ADDITIONAL OBLIGORS(1) (CONTINUED)
ADDRESS INCLUDING ZIP CODE,
STATE OR OTHER AND TELEPHONE NUMBER
EXACT NAME OF JURISDICTION OF I.R.S. EMPLOYER INCLUDING AREA CODE,
OBLIGOR AS SPECIFIED INCORPORATION IDENTIFICATION OF OBLIGOR'S PRINCIPAL
IN ITS CHARTER OR ORGANIZATION NUMBER EXECUTIVE OFFICES
- ------------------------------------------ -------------------- ---------------- -----------------------------------
Peachford Professional Network, Inc. Georgia 58-2100700 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Rivoli, Inc. Georgia 58-1686160 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Shallowford Community Hospital, Inc. Georgia 58-1175951 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Sistemas De Terapia Respiratoria S.A., Georgia 58-1181077 577 Mulberry Street
Inc. Macon, GA 31298
(912) 742-1161
Stuart Circle Hospital Corporation Virginia 54-0855184 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Tampa Bay Behavioral Health Alliance, Inc. Florida 58-2100703 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Western Behavioral Systems, Inc. California 58-1662416 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
<FN>
- ------------------------------
(1) The Additional Registrants listed are wholly-owned subsidiaries of the
Registrant and are guarantors of the Registrant's 11 1/4% Senior
Subordinated Notes due 2004 and will be guarantors of the Registrant's
11 1/4% Series A Senior Subordinated Notes due 2004 to be issued pursuant
to the Exchange Offer described in the attached Registration Statement.
The Additional Registrants have been conditionally exempted, pursuant to
Section 12(h) of the Securities Exchange Act of 1934, from filing reports
under Sections 13 or 15(d) of the Securities Act of 1934.
xii
General
Item 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory
authority to which it is subject.
State of New York Banking Department, Albany, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C.
Board of Governors of the Federal Reserve System,
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the trustee, describe
each such affiliation.
None
Item 16. LIST OF EXHIBITS.
EXHIBIT
T1A(i) - Copy of the Organization
Certificate of Marine Midland Bank.
T1A(ii) - Copy of Certificate of the State of
New York Banking Department dated
December 31, 1993 as to the authority
of Marine Midland Bank to commence
business.
T1A(iii) - Copy of authorization of Marine
Midland Bank to exercise corporate
trust powers. See Item T1A(ii).
T1A(iv) - Copy of the existing By-Laws of
Marine Midland Bank as adopted on
January 20, 1994.
T1A(v) - Not applicable.
T1A(vi) - Consent of Marine Midland Bank
required by Section 321(b) of the Trust
Indenture Act of 1939.
T1A(vii) - Copy of the latest report of
condition of the trustee (December 31,
1993).
T1A(viii) - Not applicable.
T1A(ix) - Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Marine Midland Bank, a trust company organized under the laws of the
State of New York, has duly caused this statement of eligibility to be signed on
its behalf by the undersigned, thereunto duly authorized, all in the City of New
York and State of New York on the __th day of May, 1994.
MARINE MIDLAND BANK
By:/s/ Frank J. Godino
--------------------
Frank J. Godino
Assistant Corporate Trust Officer
EXHIBIT T1A(i)
ORGANIZATION CERTIFICATE
of
"MARINE MIDLAND BANK"
We, the undersigned, all being of full age, all but one of us being
citizens of the United States and all of us being residents of the State of New
York, having associated ourselves together for the purpose of forming a trust
company under and pursuant to the Banking Law of the State of New York, do
hereby certify:
FIRST. That the name by which the corporation is to be known is
Marine Midland Bank.
SECOND. That the place where its principal office is to be located
is Buffalo, New York.
THIRD. That the amount of its capital stock is to be One Hundred
Eighty-five Million and no/100 Dollars ($185,000,000.00) and the number of
shares into which such capital stock is to be divided is 1,850,000 with a par
value of $100.00 each.
FOURTH. The shares are not to be classified as preferred and common.
If the shares are to be so classified,
(a) The number and par value of shares to be included in each
class are as follows: not applicable.
(b) All the designations, preferences, privileges and voting
powers of the shares of each class, and the restrictions or qualifications
thereof are as follows: not applicable.
(c) The number of shares of common stock which are to be
reserved for issuance in exchange for preferred shares or otherwise to
replace any capital stock represented by preferred shares is none.
FIFTH. The name, place of residence and citizenship of each
incorporator, and the number of shares subscribed for by each are:
No. of
Full Name Residence *Citizenship Shares
--------- --------- ------------ ------
James H. Cleave New York Canada 0
John M. Endries New York New York 0
Bernard J. Kennedy New York New York 0
Northrup R. Knox New York New York 0
Henry J. Nowak New York New York 0
<FN>
- ---------------------
* If a citizen of New York or a contiguous state, insert name of such state.
SIXTH. The term of existence of the corporation is to be perpetual.
SEVENTH. The number of directors is to be not less than seven or
more than thirty.
EIGHTH. The names of the incorporators who shall be the directors
until the first annual meeting of stockholders are: James H. Cleave, John M.
Endries, Bernard J. Kennedy, Northrup R. Knox and Henry J. Nowak.
NINTH. The corporation is to exercise the powers conferred by
Section 100 of the Banking Law.
IN WITNESS WHEREOF, We have made, signed and acknowledged this
certificate in duplicate, this 16th day of September, 1993.
/s/ James H. Cleave
--- ------------------
/s/ John M. Endries
--- ------------------
/s/ Bernard J. Kennedy
--- ------------------
/s/ Northrup R. Knox
--- ------------------
/s/ Henry J. Nowak
--- ------------------
STATE OF NEW YORK )
) ss.:
COUNTY OF ERIE )
On this 16th day of September, 1993, personally appeared before me
James H. Cleave, John M. Endries, Bernard J. Kennedy, Northrup R. Knox and Henry
J. Nowak, to me known to be the persons described in and who executed the
foregoing certificate and severally acknowledged that they executed the same.
/s/ Helen Kujawa
-----------------------
Notary Public
(Attach County Clerk's certificate
authenticating signature of Notary [NOTARIAL SEAL]
Public who takes acknowledgement)
NINTH. The corporation is to exercise the powers conferred by
Section 100 of the Banking Law.
IN WITNESS WHEREOF, We have made, signed and acknowledged this
certificate in duplicate, this 16th day of September, 1993.
/s/ James H. Cleave
- --- ---------------
/s/ John M. Endries
- --- ---------------
/s/ Bernard J. Kennedy
- --- ------------------
/s/ Northrup R. Knox
- --- ---------------
/s/ Henry J. Nowak
- --- ---------------
STATE OF NEW YORK )
) ss.:
COUNTY OF ERIE )
I, David J. Swarts, Clerk of the County of Erie, and also Clerk of
the Supreme and County Courts for said County, the same being Courts of Record,
do hereby certify that HELEN KUJAWA, whose name is subscribed to the deposition
certificate of acknowledgement of proof of the annexed instrument, was at the
time of taking the same a NOTARY PUBLIC in and for the State of New York, duly
commissioned and sworn and qualified to act as such throughout the State of New
York; that pursuant to law a commission, or a certificate of his appointment and
qualifications and his autograph signature, have been filed in my office; that
as such Notary Public he was duly authorized by the laws of the State of New
York to administer oaths and affirmations to receive and certify that
acknowledgement of proof of deeds, mortgages, powers of attorney and other
written instruments for lands, tentaments and heriditaments to be read in
evidence or recorded in this State, to protect notes and to take and certify
affidavits and depositions; and that I am well acquainted with the handwriting
of such Notary Public, or have compared the signature on the annexed instrument
and with his autograph signature deposited in my office, and believe that the
signature is genuine.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal
of said County and Courts at Buffalo, this 17th day of September, 1993.
[SEAL]
N.P. No. 7502 /s/ David S. Swarts
-------------------------
Clerk
ORGANIZATION CERTIFICATE
of
"MARINE MIDLAND BANK"
Received this _____ day of ______________, 19____.
Superintendent of Banks
Filed for examination this _____ day of ______________, 19____.
Superintendent of Banks
________________________ by the Banking Board at a meeting held on
the _____ day of ______________, 19____.
Secretary of the Banking Board
_____________________________________________________ this _____ day
of ______________, 19____.
Superintendent of Banks
Filed in the office of _______________________________ this _____ day
of ______________, 19____.
Recorded in the office of ____________________________ this _____ day
of ______________, 19____.
EXHIBIT T1A(ii)
STATE OF NEW YORK
BANKING DEPARTMENT
KNOW ALL MEN BY THESE PRESENTS,
WHEREAS, the organization certificate of MARINE MIDLAND BANK of
Buffalo, New York has heretofore been duly approved and said MARINE MIDLAND BANK
has complied with the provisions of Chapter 2 of the Consolidated Laws, in
respect of the conversion of MARINE MIDLAND BANK, N.A. into a State trust
company under the name MARINE MIDLAND BANK,
NOW THEREFORE, I, DERICK D. CEPHAS, as Superintendent of Banks of the
State of New York, do hereby authorize the said MARINE MIDLAND BANK to transact
the business of a Trust Company at One Marine Midland Center, Buffalo, Erie
County, within this State.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
official seal of the Banking Department, this 31st day of December in the year
one thousand nine hundred and ninety-three.
[SEAL]
/s/ Derrick D. Cephas
---------------------------
Superintendent
EXHIBIT T1A(ii)
STATE OF NEW YORK
BANKING DEPARTMENT
KNOW ALL MEN BY THESE PRESENTS,
WHEREAS, the organization certificate of MARINE MIDLAND BANK of
Buffalo, New York has heretofore been duly approved and said MARINE MIDLAND BANK
has complied with the provisions of Chapter 2 of the Consolidated Laws, in
respect of the conversion of MARINE MIDLAND BANK, N.A. into a State trust
company under the name MARINE MIDLAND BANK,
NOW THEREFORE, I, DERICK D. CEPHAS, as Superintendent of Banks of the
State of New York, do hereby authorize the said MARINE MIDLAND BANK to transact
the business of a Trust Company at One Marine Midland Center, Buffalo, Erie
County, within this State.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
official seal of the Banking Department, this 31st day of December in the year
one thousand nine hundred and ninety-three.
[SEAL]
/s/ Derrick D. Cephas
---------------------------
Superintendent
(Adopted January 20, 1994)
EXHIBIT T1A (iv)
BY-LAWS
of
MARINE MIDLAND BANK
ARTICLE I
STOCKHOLDERS' MEETINGS
Section 1.1 ANNUAL MEETING. The annual meeting of the stockholders
for the election of directors and the transaction of such other business as may
properly come before the meeting shall be held in April each year at the office
of the Bank, One Marine Midland Center, City of Buffalo, State of New York.
Section 1.2 SPECIAL MEETINGS. Except as otherwise specifically
provided by statute, special meetings of the stockholders may be called for any
purpose at any time by the Board of Directors, the Chairman of the Board, the
President, the Chief Executive Officer or the Secretary at such place and time
and on such day as may be designated in the notice of meeting. Business
transacted at all special meetings of stockholders shall be confined to the
purposes stated in the notice of meeting.
Section 1.3 QUORUM. The holders of a majority of the stock issued
and outstanding, and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of stockholders, unless
otherwise provided by law.
Section 1.4 VOTING.
a. At any meeting of the stockholders each stockholder may vote in
person or by proxy duly authorized in writing. Each stockholder shall at every
meeting of stockholders be entitled to one vote for each share of stock held by
such stockholder. A majority of the votes cast shall decide every question or
matter submitted to the stockholders at any meeting, unless otherwise provided
by law or by the Organization Certificate.
b. Any action required to be taken at an annual or special meeting
of stockholders may be taken without a meeting by written consent setting forth
the action and signed by the holders of all of outstanding shares entitled to
vote thereon.
Section 1.5 NOTICE OF MEETING. Written notice of each meeting of
stockholders stating the place, date and hour of the meeting and, in the case of
a special meeting, the
purpose or purposes for which the meeting is called and the person or
persons calling the meeting, shall be delivered personally or shall be mailed
postage prepaid to each stockholder entitled to vote at such meeting, directed
to the stockholder at his or her address as it appears on the records of the
Bank, not less than ten or more than 50 days before the date of the meeting.
ARTICLE II
DIRECTORS
Section 2.1 BOARD OF DIRECTORS. The Board of Directors (the
"Board") shall have power to manage and administer the business and affairs of
the Bank and, except as expressly limited by law, all corporate powers of the
Bank shall be vested in and may be exercised by the Board unless such powers are
required by statute, the Organization Certificate or these By-Laws to be
exercised by the stockholders.
Section 2.2 NUMBER AND TERM. The Board shall consist of not less
than seven or more than thirty directors, the exact number within such minimum
and maximum limits to be fixed and determined from time to time by resolution of
a majority of the entire Board or by resolution of the stockholders at any
meeting of stockholders. Unless sooner removed or disqualified, each director
shall hold office until the next annual meeting of the stockholders and until
the director's successor has been elected and qualified.
Section 2.3 ORGANIZATION MEETING. At its first meeting after each
annual meeting of stockholders, the Board shall choose a Chairman of the Board,
a President and a Chief Executive Officer from its own members and otherwise
organize the new Board and appoint officers of the Bank for the succeeding year.
Section 2.4 CHAIRMAN OF THE BOARD. The Chairman of the Board shall
preside at all meetings of the Board and of stockholders and perform such duties
as shall be assigned from time to time by the Board. In the absence of the
Chairman of the Executive Committee, the Chairman of the Board shall act as
Chairman of the Executive Committee. Except as may be otherwise provided by the
By-Laws or the Board, the Chairman of the Board shall be a member EX OFFICIO of
all committees authorized by these By-Laws or the Board. The Chairman of the
Board shall be kept informed by the executive officers about the affairs of the
Bank.
Section 2.5 REGULAR MEETINGS. The regular meetings of the Board
shall be held each month at the time and location designated by the Board. No
notice of a regular meeting shall be required if the meeting is held according
to a schedule of regular meetings approved by the Board.
Section 2.6 SPECIAL MEETINGS. Special meetings of the Board may be
called by the Chairman of the Board, the President, the Chief Executive Officer
or the Secretary or at the written request of any three or more directors. Each
member of the Board shall be
given notice stating the time and place of each such special meeting by
telegram, telephone or similar electronic means or in person at least one day
prior to such meeting, or by mail at least three days prior.
Section 2.7 QUORUM. One third of the entire Board shall constitute
a quorum at any meeting, except when otherwise provided by law. If a quorum is
not present at any meeting, a majority of the directors present may adjourn the
meeting, and the meeting may be held, as adjourned, without further notice
provided that a quorum is then present. The act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the Board,
unless otherwise specifically provided by statute, the Organization Certificate
or these By-Laws.
Section 2.8 VACANCIES. When any vacancy occurs among the directors,
the remaining members of the Board may appoint a director to fill each such
vacancy at any regular meeting of the Board or at a special meeting called for
that purpose. Any director so appointed shall hold office until the next annual
meeting of the stockholders and until the director's successor has been elected
and qualified, unless sooner displaced.
Section 2.9 REMOVAL OF DIRECTORS. Any director may be removed
either with or without cause, at any time, by a vote of the holders of a
majority of the shares of the Bank at any meeting of stockholders called for
that purpose. A director may be removed for cause by vote of a majority of the
entire Board.
Section 2.10 COMPENSATION OF DIRECTORS. The Board shall fix the
amounts to be paid directors for their services as directors and for their
attendance at the meetings of the Board or of committees or otherwise. No
director who receives a salary from the Bank shall receive any fee for attending
meetings of the Board or of any of its committees.
Section 2.11 ACTION BY THE BOARD. Except as otherwise provided by
law, corporate action to be taken by the Board shall mean such action at a
meeting of the Board or the Executive Committee of the Board. Any one or more
members of the Board or any committee may participate in a meeting of the Board
or committee by means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each other
at the same time. Participation by such means shall constitute presence in
person at a meeting.
Section 2.12 WAIVER OF NOTICE. Notice of a meeting need not be
given to any director who submits a signed waiver of notice before or after the
meeting or who attends the meeting without protesting the lack of such notice
prior to or at the commencement of the meeting.
Section 2.13 ADVISORY AND REGIONAL BOARDS. The Board, the Chairman
of the Board, the President, the Chief Executive Officer or any Regional
President may establish Advisory Boards or Regional Boards and committees
thereof for any one or more of the Bank's regions, offices, or departments and
make or authorize appointments to be made thereto. Appointees to such boards
and committees need not be stockholders, directors or
officers of the Bank, and they shall have and perform only such functions as may
be assigned to them by, shall serve at the pleasure of, and shall be compensated
by fees fixed by the Board, the Chairman of the Board, the President, the Chief
Executive Officer or the Regional President making the appointment.
ARTICLE III
COMMITTEES OF THE BOARD
Section 3.1 EXECUTIVE COMMITTEE.
a. There shall be an Executive Committee which shall be composed of
at least five members elected by the Board from among its members at its first
meeting following the annual meeting of stockholders to serve for the ensuing
year and shall include the Chairman of the Board, the President, the Chief
Executive Officer and the Chairman of the Executive Committee, all of which
offices may be held by one person. The Chairman of the Board may appoint one or
more directors as alternate members to serve in place of any absent members of
the Executive Committee. Any vacancy in the Executive Committee shall be filled
by the Board, but until its next regular Board meeting may be filled temporarily
by the Chairman of the Board.
b. The Executive Committee shall possess and exercise all of the
powers of the Board except (i) when the latter is in session and (ii) as
provided otherwise in the New York Banking Law.
Section 3.2 CHAIRMAN OF THE EXECUTIVE COMMITTEE. The Board shall
appoint one of its members to be Chairman of the Executive Committee. The
Chairman of the Board, the President or the Chief Executive Officer may at the
same time be appointed Chairman of the Executive Committee. The Chairman of the
Executive Committee shall preside at all meetings of the Executive Committee,
and the Chairman of the Executive Committee shall, in the absence of the
Chairman of the Board, the President and the Chief Executive Officer, preside at
all meetings of stockholders and the Board. The Chairman of the Executive
Committee shall also perform such other duties and be vested with such other
powers as may from time to time be conferred upon him or her by these By-Laws or
as shall be assigned to him or her from time to time by the Board or the Chief
Executive Officer.
Section 3.3 MEETINGS OF THE EXECUTIVE COMMITTEE. Meetings of the
Executive Committee may be called by the Chairman of the Board, the Chairman of
the Executive Committee, the President, the Chief Executive Officer or the
Secretary and may be held at any place and at any time designated in the notice
thereof. Each member of the Executive Committee shall be given notice stating
the time and place of each such meeting, by telegram, telephone or similar
electronic means or in person at least one day prior to such meeting, or by mail
at least three days prior.
Section 3.4 EXAMINING COMMITTEE. The Board shall designate an
Examining
Committee, which shall hold office until the next annual meeting of the Board
following the annual meeting of stockholders, consisting of not less than three
of its members, other than officers of the Bank, and whose duty it shall be to
make an examination at least once during each calendar year and within 15 months
of the last such examination into the affairs of the Bank including the
administration of fiduciary powers, or cause suitable examinations to be made by
auditors responsible only to the Board and to report the result of such
examination in writing to the Board. Such report shall state whether the Bank
is in a sound condition, whether adequate internal controls and procedures are
being maintained and shall recommend to the Board such changes in the manner of
conducting the affairs of the Bank as shall be deemed advisable. The Committee
shall at such time ascertain whether the Bank's fiduciary responsibilities have
been administered in accordance with law and sound fiduciary principles.
Section 3.5 OTHER COMMITTEES. The Board may appoint, from time to
time, from its own members, committees of the Board of three or more persons,
for such purposes and with such powers as the Board may determine.
ARTICLE IV
OFFICERS
Section 4.1 APPOINTMENT OF OFFICERS. At its annual meeting
following the annual meeting of stockholders, the Board shall appoint from among
its members a Chairman of the Board, a President, a Chief Executive Officer and
a Secretary. The Chairman of the Board or the President may also be appointed
as the Chief Executive Officer. At such meeting, the Board shall also appoint
one or more Vice Presidents, and may at such meeting or at other meetings of the
Board appoint such other officers as it may determine from time to time. The
Board may also authorize a committee of the Board to appoint such officers as
are not required to be appointed by the Board at a meeting.
Section 4.2 DUTIES OF PRESIDENT. In the absence of the Chairman of
the Board, the President shall preside at all meetings of the Board and of
stockholders and in the absence of the Chairman of the Executive Committee and
the Chairman of the Board shall preside at all meetings of the Executive
Committee. Except as may be otherwise provided by the By-Laws or the Board, the
President shall be a member EX OFFICIO of all committees authorized by these By-
Laws or the Board. The President shall have general executive powers, shall
participate actively in all major policy decisions and shall have and may
exercise any and all other powers and duties pertaining by law, regulation or
practice to the Office of President or imposed by these By-Laws. The President
shall also have and may exercise such further powers and duties as from time to
time may be conferred or assigned by the Board or the Chief Executive Officer.
Section 4.3 DUTIES OF CHIEF EXECUTIVE OFFICER. The Chief Executive
Officer shall exercise general supervision over the policies and business
affairs of the Bank and the carrying out of the policies adopted or approved by
the Board. Except as otherwise
provided by these By-Laws, the Chief Executive Officer shall have the power to
determine the duties of the officers of the Bank and to employ and discharge
officers and employees. Except as otherwise provided by the By-Laws or the
Board, the Chief Executive Officer shall be a member EX OFFICIO of all
committees authorized by these By-Laws or created by the Board. In the absence
of the Chairman of the Board and the President, the Chief Executive Officer
shall preside at all meetings of the Board and of stockholders.
Section 4.4 DUTIES OF VICE PRESIDENTS. Each Vice President shall
have such titles, seniority, powers and duties as may be assigned by the Board,
a committee of the Board, the President or the Chief Executive Officer.
Section 4.5 SECRETARY. The Secretary shall be Secretary of the
Board and of the Bank and shall keep accurate minutes of all meetings of
stockholders and of the Board. The Secretary shall attend to the giving of all
notices required to be given by these By-Laws; shall be custodian of the
corporate seal, records, documents and papers of the Bank; shall provide for the
keeping of proper records of all transactions of the Bank; shall have and may
exercise any and all other powers and duties pertaining by law, regulation or
practice to the office of Secretary or imposed by these By-Laws; and shall also
perform such other duties as may be assigned from time to time by the Board, the
president or the Chief Executive Officer.
Section 4.6 OTHER OFFICERS. The President or the Chief Executive
Officer or his or her designee may appoint all officers whose appointment does
not require approval by the Board or a committee of the Board and assign to them
such titles as from time to time may appear to be required or desirable to
transact the business of the Bank. Each such officer shall have such powers and
duties as may be assigned by the Board, the president or the Chief Executive
Officer.
Section 4.7 TENURE OF OFFICE. The Chairman of the Board, the
President, the Chief Executive Officer, the Chairman of the Executive Committee,
the Secretary and the Vice Presidents shall hold office for the current year for
which the Board was elected and until their successors have been appointed and
qualified, unless they shall resign, become disqualified or be removed. All
other officers shall hold office until their successors have been appointed and
qualify, unless they shall resign, become disqualified or be removed. The Board
shall have the power to remove the Chairman of the Board, the President, the
Chief Executive Officer, the Chairman of the Executive Committee and the
Secretary. The Board or the Chief Executive Officer or his or her designee
shall have the power to remove all other officers and employees. Any vacancy
occurring in the offices of Chairman of the Board, President or Chief Executive
Officer shall be filled promptly by the Board.
Section 4.8 COMPENSATION. The Board shall by resolution determine
from time to time the officers whose compensation will require approval by the
Board or a committee of the Board. The Chief Executive Officer shall fix the
compensation of all officers and employees whose compensation does not require
approval by the Board or a committee of the Board.
Section 4.9 AUDITOR. The Board or the Chief Executive Officer shall
appoint an officer to fill the position of Auditor for the Bank and assign to
such officer such title as is deemed appropriate. The Auditor shall perform all
duties incident to the audit of all departments and offices and of all affairs
of the Bank. The Auditor shall be responsible to the Chief Executive Officer.
The Auditor may at any time report to the Board any matter concerning the
affairs of the Bank that, in the Auditor's judgment, should be brought to its
attention.
Section 4.10 REGIONAL PRESIDENTS. The Board may appoint one or more
Regional Presidents. Each Regional President shall have such powers and duties
as may be assigned by the Board or the Chief Executive Officer.
ARTICLE V
FIDUCIARY POWERS
Section 5.10 FIDUCIARY RESPONSIBILITY. The Board shall appoint an
officer or officers or a committee or committees of this Bank whose duties shall
be to manage, supervise and direct the fiduciary activities of the Bank as
assigned by the Board. Such officer or committee shall do or cause to be done
all things necessary or proper in carrying on the assigned activities in
accordance with provisions of law and applicable regulations and shall act
pursuant to opinion of counsel where such opinion is deemed necessary. Opinions
of counsel shall be retained on file in connection with all important matters
pertaining to fiduciary activities. The officer or committee shall be
responsible for all assets and documents held by the Bank in connection with
fiduciary matters assigned by the Board.
Section 5.11 FIDUCIARY FILES. Files shall be maintained containing
all fiduciary records necessary to assure that fiduciary responsibilities have
been properly undertaken and discharged.
Section 5.12 FIDUCIARY INVESTMENTS. Funds held in a fiduciary
capacity shall be invested in accordance with the instrument establishing the
fiduciary relationship and applicable law. Where such instrument does not
specify the character and class of investments to be made and does not vest in
the Bank a discretion in the matter, funds held pursuant to such instrument
shall be invested in investments in which corporate fiduciaries may invest under
applicable law.
ARTICLE VI
STOCK AND STOCK CERTIFICATES
Section 6.1 TRANSFERS. Shares of the stock of the Bank shall be
transferable on the books of the Bank, only by the person named in the
certificate or by an attorney, lawfully constituted in writing, and upon
surrender of the certificate therefor. Every person
becoming a stockholder by such transfer shall, in proportion to his or her
shares, succeed to all rights of the prior holder of such shares.
Section 6.2 STOCK CERTIFICATES. The certificates of stock of the
Bank shall be numbered and shall be entered in the books of the Bank as they are
issued. They shall exhibit the holder's name and number of shares and shall be
signed by the Chairman of the Board, the President, the Chief Executive Officer
or any Vice President and by the Secretary or an Assistant Secretary.
ARTICLE VII
CORPORATE SEAL
Section 7.1 CORPORATE SEAL. The Chairman of the Board, the
President, the Chief Executive Officer, the Secretary or any Assistant
Secretary, a Vice President or Assistant Vice President or other officer
designated by the Board or the Chief Executive Officer or his or her designee
shall have authority to affix the corporate seal to any document requiring such
seal and to attest the same. Such seal shall be substantially in the following
form:
(impression)
( of )
( seal )
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.1 FISCAL YEAR. The fiscal year of the Bank shall be the
calendar year.
Section 8.2 EXECUTION OF INSTRUMENTS.
a. All agreements, indentures, mortgages, deeds, conveyances,
transfers, certificates, declarations, receipts, discharges, releases,
satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds,
undertakings, proxies and other instruments or documents may be signed,
executed, acknowledged, verified, delivered or accepted in behalf of the Bank or
in connection with the exercise of the fiduciary powers of the Bank, by the
Chairman of the Board, the President, the Chief Executive Officer, the Secretary
or any other officer or employee (other than the Auditor) designated by the
Board or the Chief Executive Officer or his or her designee. Any such
instruments may also be executed, acknowledged, verified, delivered or accepted
in behalf of the Bank in such other manner and by such other officers as the
Board may from time to time direct. The provisions of this Section 8.2 are
supplementary to any other provision of these By-Laws.
b. When required, the Secretary or any officer or agent designated
by the Board or the Chief Executive Officer or his designee shall countersign
and certify all bonds or certificates issued by the Bank as trustee, transfer
agent, registrar or depository. The Chief Executive Officer or any officer
designated by the Board or the Chief Executive Officer or his or her designee
shall have the power to accept in behalf of the Bank any guardianship,
receivership, executorship or other special or general trust permitted by law.
Each of the foregoing authorizations shall be at the pleasure of the Board, and
each such authorization by the Chief Executive Officer or his or her designee
also shall be at the pleasure of the Chief Executive Officer.
Section 8.3 RECORDS. The By-Laws and the proceedings of all
meetings of the stockholders, the Board and standing committees of the Board
shall be recorded in appropriate minute books provided for the purpose. The
minutes of each meeting shall be signed by the Secretary or other officer
appointed to act as secretary of the meeting.
Section 8.4 EMERGENCY OPERATIONS. In the event of war or warlike
damage or disaster of sufficient severity to prevent the conduct and management
of the affairs, business and property of the Bank by its directors and officers
as contemplated by these By-Laws, any two or more available members of the then-
incumbent Executive Committee shall constitute a quorum of that committee for
the full conduct and management of the affairs, business and property of the
Bank. In the event of the unavailability at such time of a minimum of two
members of the then-incumbent Executive Committee, any three available directors
shall constitute the Executive Committee for the full conduct and management of
the affairs, business and property of the Bank. This by-law shall be subject to
implementation by resolutions of the Board passed from time to time for that
purpose, and any provisions of these By-Laws (other than this section) and any
resolutions which are contrary to the provisions of this section or to the
provisions of any such implementary resolutions shall be suspended until it
shall be determined by any interim Executive Committee acting under this section
that it shall be to the advantage of the Bank to resume the conduct and
management of its affairs, business and property under all of the other
provisions of these By-Laws.
Section 8.5 INDEMNIFICATION.
a. The Bank shall indemnify each person made or threatened to be
made a party to any action or proceeding, whether civil or criminal, by reason
of the fact that such person or such person's testator or intestate is or was a
director or officer of the Bank, or, while a director or officer, serves or
served, at the request of the Bank, any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise in any capacity,
against judgments, fines, penalties, amounts paid in settlement and reasonable
expenses, including attorney's fees, incurred in connection with such action or
proceeding, or any appeal therein, provided that no such indemnification shall
be made if a judgment or other final adjudication adverse to such director or
officer establishes that his or her acts were committed in bad faith or were the
result of active and deliberate dishonesty and were material to the cause of
action so adjudicated, or that he or she personally gained in fact a financial
profit or other advantage to which he or she was not legally entitled, and
provided further that no such indemnification shall be required with respect to
any settlement or
other nonjudicated disposition of any threatened or pending action or proceeding
unless the Bank has given its prior consent to such settlement or other
disposition.
b. The Bank shall advance or promptly reimburse upon request any
director or officer seeking indemnification hereunder for all expenses,
including attorneys' fees, reasonably incurred in defending any action or
proceeding in advance or the final disposition thereof upon receipt of an
undertaking by or on behalf of such person to repay such amount if such person
is ultimately found not to be entitled to indemnification or, where
indemnification is granted, to the extent the expenses so advanced or reimbursed
exceed the amount to which such person is entitled.
c. This Section 8.5 shall be given retroactive effect, and the full
benefits hereof shall be available in respect of any alleged or actual
occurrences, acts or failures to act prior to the date of the adoption of this
Section 8.5. The right to indemnification of advancement of expenses under this
Section 8.5 shall be a contract right.
Section 8.6 AMENDMENTS. These By-Laws may be added to, amended,
altered or repealed at any regular meeting of the Board by a vote of a majority
of the total number of the directors, or at any meeting or stockholders, duly
called and held, by a majority of the stock represented at such meeting.
I, __________________, CERTIFY that I am the duly appointed Secretary
of Marine Midland Bank and, as such officer, have access to its official records
and the foregoing By-Laws are the By-Laws of the Bank, and all of them are now
lawfully in force and effect.
IN TESTIMONY WHEREOF, I have hereunto affixed my official signature
and the seal of the Bank, in New York, on ___________________________.
Secretary
[SEAL]
EXHIBIT T1A(vi)
Securities and Exchange Commission
Washington, D.C. 20549
Dear Sirs:
Pursuant to Section 321(b) of the Trust Indenture Act of 1939 and
subject to the qualifications and limitation of 321(b) and the other provisions
of the Trust Indenture Act of 1939, the undersigned Marine Midland Bank consents
that reports of examination by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Commission upon request
therefor.
Yours very truly,
MARINE MIDLAND BANK
By:
Metin Caner
Assistant Vice President
Attest:
By:
Eileen M. Hughes
Corporate Trust Officer
Exhibit T1A(vii)
REPORT OF CONDITION
Consolidated Report of Condition of Marine Midland Bank of Buffalo, New York and
Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at
the close of business on December 31,1993, published in accordance with a call
made by the Federal Reserve Bank of this District pursuant to the provisions of
the Federal Reserve Act.
(Dollar Amounts in Thousands)
ASSETS
Cash and balances due from depositary institutions:
Noninterest-bearing balances and currency and coin . . . . . . . . . . . . . . . . $1,071,645
Interest-bearing balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,492,007
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,919,704
Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and of its Edge and Agreement
subsidiaries, and in IBF's Federal funds sold . . . . . . . . . . . . . . . . . . . 357,000
Securities purchased under agreements to resell . . . . . . . . . . . . . . . . . . 593,002
Loans and lease financing receivables:
Loans and leases, net of unearned income. . . . . . . . . . . . . . . . . . . . . . 9,930,891
LESS: Allowance for loan and lease losses . . . . . . . . . . . . . . . . . . . . . 342,089
LESS: Allocated transfer risk reserve . . . . . . . . . . . . . . . . . . . . . . . 0
Loans and lease, net of unearned income, allowance, and reserve. . . . . . . . . . . . 9,588,802
Assets held in trading accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,615,072
Premises and fixed assets (including capitalized leases) . . . . . . . . . . . . . . . 193,194
Other real estate owned. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142,240
Investments in unconsolidated subsidiaries and associated companies. . . . . . . . . . 0
Customers' liability to this bank on acceptances outstanding . . . . . . . . . . . . . 15,007
Intangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69,056
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 428,500
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,485,229
LIABILITIES
Deposits:
In domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,377,782
Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,259,659
Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,118,123
In foreign offices, Edge and Agreement Subsidiaries, and IBF's . . . . . . . . . . . . 1,002,884
Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,002,884
Federal funds purchased securities sold un-
der agreements to repurchase in domestic offices of the bank and of its Edge and
Agreement subsidiaries, and in IBF's Federal funds purchased . . . . . . . . . . . 1,115,269
Securities sold under agreements to repurchase. . . . . . . . . . . . . . . . . . . 260,530
Demand notes issued to the US Treasury . . . . . . . . . . . . . . . . . . . . . . . . 300,000
Other borrowed money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 510,549
Mortgage indebtedness and obligations under capitalized leases . . . . . . . . . . . . 41,852
Bank's liability on acceptances executed and outstanding . . . . . . . . . . . . . . . 17,591
Subordinated notes and debentures. . . . . . . . . . . . . . . . . . . . . . . . . . . 225,000
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317,656
Total Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,169,113
Limited-Life preferred stock and related surplus . . . . . . . . . . . . . . . . . . . 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus. . . . . . . . . . . . . . . . . . . . . 0
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 185,000
Surplus. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,182,745
Undivided profits and capital reserves . . . . . . . . . . . . . . . . . . . . . . . . (51,629)
LESS: Net unrealized loss on marketable equity securities. . . . . . . . . . . . . . . 0
Cumulative foreign currency translation adjustments. . . . . . . . . . . . . . . . . . 0
Total equity capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,316,116
Total Liabilities, limited-life preferred stock and equity capital . . . . . . . . . . 17,485,229
I, Gerald A Ronning, Executive Vice President & Controller of the above-named
bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
GERALD A RONNING
We the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true
and correct.
James H. Cleave
Director
Bernard J. Kennedy
Director
Northrup R. Knox
Director