Securities Act of 1933 File No: ________
(If application to determine eligibility of trustee
for delayed offering pursuant to Section 305(b)(2))
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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
__________________
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
(Exact name of trustee as specified in its charter)
13-2633612
(I.R.S. Employer Identification Number)
1 CHASE MANHATTAN PLAZA, NEW YORK, NEW YORK
(Address of principal executive offices)
10081
(Zip Code)
__________________
UNUM CORPORATION
(Exact name of obligor as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
01-0405657
(I.R.S. Employer Identification No.)
2211 CONGRESS STREET
PORTLAND, MAINE
(Address of principal executive offices)
04122
(Zip Code)
_______________________
DEBT SECURITIES IN SERIES FROM TIME TO TIME
(Title of the indenture securities)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Comptroller of the Currency, 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 THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
The Trustee is not the obligor, nor is the Trustee directly or
indirectly controlling, controlled by, or under common control
with the obligor.
(See Note on Page 2.)
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as a part of this statement of
eligibility.
*1. -- A copy of the articles of association of the trustee as now in
effect . (See Exhibit T-1 (Item 12) , Registration No. 33-
55626.)
*2. -- Copies of the respective authorizations of The Chase Manhattan
Bank (National Association) and The Chase Bank of New York
(National Association) to commence business and a copy of
approval of merger of said corporations, all of which
documents are still in effect. (See Exhibit T-1 (Item 12),
Registration No. 2-67437.)
*3. -- Copies of authorizations of The Chase Manhattan Bank
(National Association) to exercise corporate trust powers,
both of which documents are still in effect. (See Exhibit
T-1 (Item 12), Registration No. 2-67437.)
*4. -- A copy of the existing by-laws of the trustee.
*5. -- A copy of each indenture referred to in Item 4, if the obligor
is in default. (Not applicable.)
*6. -- The consents of United States institutional trustees required
by Section 321(b) of the Act. (See Exhibit T-1 (Item 12),
Registration No. 22-19019.)
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.
___________________
*The Exhibits thus designated are incorporated herein by reference.
Following the description of such Exhibits is a reference to the copy of the
Exhibit heretofore filed with the Securities and Exchange Commission, to which
there have been no amendments or changes.
___________________
1.
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base a responsive answer to Item 2 the answer
to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, The Chase Manhattan Bank (National Association), a corporation
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 New York, and the
State of New York, on the 9th day of July 1996.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By Andrea Koster-Crain
-------------------------------
Andrea Koster, Vice President
_________________
2.
EXHIBIT 4
- --------------------------------------------------------------------------------
[LOGO]
BY-LAWS
OF
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
-----------------------------
AS AMENDED 3/19/96
-----------------------------
- --------------------------------------------------------------------------------
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
BY-LAWS
ARTICLE I
SHAREHOLDERS
Section 1.1. ANNUAL MEETING. The annual meeting of the shareholders of the Bank
for the election of Directors and the transaction of such other business as may
be brought before said meeting shall be held at the main office of the Bank or
such other place as the Board may designate, on the third Tuesday in April in
each year, at 2 P.M. If the third Tuesday in April falls on a legal holiday in
the State of New York such meeting shall be held, and the Directors elected, on
the next following banking day. If, from any cause, an election of Directors is
not made on the day fixed for the annual meeting of shareholders, or in the
event of a legal holiday, on the next following banking day, an election may be
held at any adjournment of the annual meeting of shareholders or any special
meeting of the shareholders or adjournment thereof, as designated by the Board,
but within 60 days of the day fixed for the annual meeting of shareholders.
Notice of such adjournment of special meeting shall be given in the manner
provided in Section 1.3 .
Section 1.2. SPECIAL MEETINGS. Special meetings of the shareholders shall be
held whenever called by the Chairman of the Board, the President, the Board or
any one or more shareholders holding in the aggregate not less than 25% of the
outstanding shares of capital stock of the Bank.
Section 1.3. NOTICE OF MEETINGS AND WAIVERS. Unless otherwise provided by the
laws of the United States, a notice of the time, place and purpose of every
annual and every special meeting of the shareholders shall be given by first-
class mail, postage prepaid, mailed at least 10 days prior to the date of such
meeting to each shareholder of record at his address as shown upon the books of
the Bank. Except as to any notice expressly required by the laws of the United
States, waiver of notice in writing by any shareholder of any meeting of
shareholders. Whether prior or subsequent to such meeting, or attendance at such
meeting by any shareholder, shall be equivalent to notice to such shareholder of
such meeting.
Section 1.4. QUORUM. Except as otherwise provided by the laws of the United
States, the presence in person or by proxy of the holders of one-third of the
outstanding shares of capital stock of the Bank entitled to vote shall be
necessary to constitute a quorum for the transaction of any business at any
meeting of shareholders. In the absence of a quorum the holders of a majority of
the shares of capital stock present in person or by proxy may adjourn any
meeting from time to time until a quorum is present and, except as may be
required by Section 1.1, no notice of any adjourned meeting need be given. At
any such adjourned meeting at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as originally called.
Section 1.5. ORGANIZATION. At every meeting of shareholders the Chairman of the
Board, or in his absence the President, shall preside. In their absence a Vice
Chairman of the Board shall preside. In the absence of all said officers, any
other officer of the Bank present shall call such meeting to order and preside.
In the absence of the Secretary, the presiding officer may appoint a secretary
of the meeting.
2
Section 1.6. VOTING. In deciding all matters at meetings of shareholders, except
in the election of Directors, each shareholder of record shall be entitled to
one vote on each share of capital stock of the Bank held by him; and, except as
otherwise provided by the laws of the United States, the Articles of Association
or these By-Laws, all such matters shall be decided by a majority of the votes
cast at a meeting at which quorum is present. In all elections of Directors,
each shareholder shall have the right to vote the number of shares of capital
stock held by him for as many persons as there are Director to be elected or to
cumulate such shares and give one candidate as many votes as the number of
Directors multiplied by the number of his shares shall equal, or to distribute
them on the same principle among as many candidates as he shall think fit. Any
shareholder may vote in person or by proxy duly authorized in writing and
delivered to the Secretary of the meeting. No officer or employee of the Bank
shall act as proxy. Voting for the election of Directors shall be by ballot and
all other voting shall be by ballot or VIVA VOCE as may be determined by the
presiding officer.
ARTICLE II
BOARD OF DIRECTORS
Section 2.1. NUMBER. The affairs of the Bank shall be managed by the Board of
Directors (herein referred to as the "Board"), which shall consist of not less
than five nor more than 25 shareholders, the exact number of Directors within
such minimum and maximum limits to be fixed and determined from time to time by
resolution of a majority of the full Board or by resolution of the shareholders
at any annual or special meeting thereof; provided, however, that a majority of
the full Board may not increase the number of Directors to a number which
exceeds the number of Directors last elected by shareholders by more than (a)
four, if the number of Directors so elected was 16 or more, or (b) two, if the
number of Directors so elected was 15 or less. To qualify as a shareholder, a
Director shall own stock of the Bank or of the bank holding company controlling
this Bank meeting the requirements of the Articles of Association of this Bank.
Section 2.2. ANNUAL ORGANIZATION MEETING. An annual organization meeting of the
Board shall be held at the main office of the Bank immediately following the
annual meeting of shareholders, unless another place or time be fixed by
resolution of the Board. Notice of such meeting need not be give. Any business
may be transacted at such meeting.
Section 2.3. REGULAR MEETINGS. The Board may fix times for regular meetings of
the Board and no notice of such meetings need be given. Any business may be
transacted at any regular meeting.
Section 2.4. SPECIAL MEETINGS. Special meetings of the Board shall be held
whenever called by the Chairman of the Board or the President or a Vice Chairman
of the Board or a Vice Chairman or any three Directors, provided, however, that
a Vice Chairman shall not call a special meeting unless one of the purposes of
the meeting is to appoint one or more officers or Directors to fill vacancies
resulting from disability, death or other cause. Notice of each such special
meeting shall be mailed postage prepaid to each Director, addressed to him at
his residence or usual place of business or other address filed by him with the
Secretary for such purpose, or shall be sent to him by telegraph, cable or
wireless, or shall be delivered or given to him personally or by telephone, not
later than the second day preceding the day on which the meeting is to be held.
Every such notice shall state the time and place but need not state the purposes
of the meeting.
3
Any business may be transacted at any special meeting. Members of the Board of
Directors may participate in such special meetings through use of conference
telephone or similar communications equipment, so long as all members
participating in such meetings can hear one another.
Section 2.5. WAIVER OF NOTICE OF SPECIAL MEETINGS. Waiver of notice in writing
by any Director of any special meeting of the Board, whether prior or
subsequent to such meeting, or attendance at such meeting by any Director, shall
be equivalent to notice to such Director of such meeting.
Section 2.6. QUORUM AND MANNER OF ACTING. Except as otherwise required by the
laws of the Untied States, the Articles of Association or these By-Laws, one-
third of the Directors then in office shall be necessary to constitute a quorum
for the transaction of any business at any meeting of the Board and the act of a
majority of the Directors present and voting at a meeting at which a quorum is
present shall be the act of the Board. In the absence of a quorum a majority of
the Directors present may adjourn any meeting from time to time until a quorum
is present and no notice of any adjourned meeting need be give. At any such
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally called.
Section 2.7. COMPENSATION OF DIRECTORS. Directors who are not officers of the
Bank shall receive such compensation as may be fixed by the Board for service on
the Board or any Committee of the Board.
Section 2.8. VACANCIES. In the event a majority of the full Board increases the
number of Directors to a number which exceeds the number of Directors last
elected by shareholders, as permitted by Section 2.1, Directors may be appointed
to fill the resulting vacancies by vote of such majority of the full Board. In
the event of a vacancy in the Board for any other cause a Director may be
appointed to fill such vacancy by vote of a majority of the remaining Directors
then in office.
ARTICLE III
COMMITTEES
Section 3.1. EXECUTIVE COMMITTEE. There shall be an Executive Committee,
consisting of the Chairman of the Board, the President and each Vice Chairman of
the Board, who shall be ex-officio members, and such number of additional
Directors as may from time to time be appointed by the Board. The Chairman of
the Board shall preside at the meetings of the Executive Committee. The Chairman
of the Board shall have the power to make temporary appointments to the
Executive Committee of members of the Board to act in place of members of the
Executive Committee who temporarily cannot attend a meeting or meetings. The
Board may designate one or more other Directors as alternate members of the
Executive Committee, who may replace any absent or disqualified member, other
than an ex-officio member, at any meeting of the Executive Committee.
The Executive Committee shall exercise such powers as may be assigned to it by
the Board and may consider and make recommendations to the Board in respect of
any matters relating to the affairs of the Bank
4
Meeting of the Executive Committee shall be held at such times and places
as the Executive Committee shall determine or upon call of the Chairman of the
Board or the President. One-third of the members of the Executive Committee,
including at least one ex-officio member and three members who are not officers
of the Bank, shall constitute a quorum.
Section 3.2. TRUST COMMITTEE. There shall be a Trust Committee consisting
of such Directors as shall be appointed from time to time by the Board who shall
serve at the pleasure of the Board. The Board may designate one or more other
Directors as alternate members of the Trust Committee, who may replace any
absent or disqualified member at any meeting of the Trust Committee.
The Trust Committee shall have power to review the general conduct of the
trust, other fiduciary and investment advisory activities of the Bank and its
subsidiaries and to pass upon all such matters relating to the conduct of those
activities as may be submitted to the Trust Committee by the chief executive
officer of the Bank and shall from time to time exercise such other powers as
may be assigned to it by the Board.
Meetings of the Trust Committee shall be held at such time and places as
the Committee shall determine or upon call of any member authorized by the
Committee to call such meetings. A majority of the members of the Committee
shall constitute a quorum.
Section 3.3. OTHER COMMITTEES. The Board may also appoint or provide for
the appointment of other Committees from its members and, to the extent
permitted by law, may assign to any such Committee the exercise of such powers
as the Board may see fit. The Board may designate one or more Directors as
alternate members of any such Committee, who may replace any absent or
disqualified member at any meeting of such Committee.
Section 3.4. COMMITTEE RULES; QUORUM; MANNER OF ACTING. Each Committee may
adopt rules consistent with these by-laws governing the method of calling and
time and place of holding its meetings. One-half of any Committee for which a
quorum is not otherwise set forth in these By-Laws shall constitute a quorum for
the transaction of business, unless the Board shall otherwise provide, and the
act of a majority of the members of such Committee present at a meeting at
which a quorum is present shall be the act of such Committee. Members of all
committees of this Board, other than the Examining Committee, may participate in
meetings of such Committees through use of conference telephone or similar
communications equipment so long as all members participating in such meetings
can hear one another.
ARTICLE IV
OFFICERS
Section 4.1. TITLES. The officers of the Bank shall be a Chairman of the
Board, a President, one or more Vice Chairmen of the Board, one or more Vice
Chairmen, one or more Vice Presidents,
5
a Secretary and such other officers may be appointed at any time or from time
to time by the Board. The Board may by resolution delegate to such officers as
the Board may designate authority to appoint officers below the Vice Chairman of
the Board, or equivalent, level, assign powers and duties to any officer below
the Vice Chairman of the Board or equivalent, level, rescind or terminate the
appointment of any officer below the Vice Chairman of the Board, or equivalent
level, and accept the resignation of any officer. Any one or more Vice
Presidents may be designated Senior Executive Vice President, Executive Vice
President or Senior Vice President. One person may hold any two or more offices,
and perform the duties thereof, except that no person shall hold the offices of
both Chairman or the Board and Vice Chairman of the Board, both Chairman of the
Board and President or both President and Vice President.
Section 4.2. QUALIFICATION, ELECTION AND TERM OF OFFICE OF OFFICERS. The
Chairman of the Board, the President and each Vice Chairman of the Board shall
be Directors of the Bank. The other officers need not be Directors. The Chairman
of the Board, the President, each Vice Chairman of the Board, and Each Vice
Chairman shall be appointed by the Board to hold office until the next annual
organization meeting of the Board and until their successors are appointed and
qualified. The term of office of all other officers shall be at the pleasure of
the Board. The compensation of all officers of the Bank shall be fixed by
resolution of the Board, except that the Board may authorize the Chairman of
the Board, the President and each Vice Chairman of the Board each to fix and to
delegate to such other officers as the Board may designate authority to fix any
compensation of any person in any official position level not above a level
specified by the Board. Any officer of the Bank may be dismissed at the pleasure
of the Board.
Section 4.3. CHAIRMAN OF THE BOARD AND PRESIDENT. The Chairman of the
Board shall be the chief executive officer of the Bank and shall have the
responsibility for carrying out the policies of the Board and, subject to the
direction of the Board, shall have general supervision over the business and
affairs of the Bank. The President shall be the chief operating officer of the
Bank and shall perform all duties incident to the office of President. The
President shall have general supervision over the operations of the Bank,
subject to the direction of the Board and of the Chairman of the Board. The
Chairman of the Board shall preside at all meetings of the Board and of the
Executive Committee and of the shareholders. In the absence of the Chairman of
the Board, the President shall preside at meetings of the Board and of the
Executive Committee and of the shareholders. The Chairman of the Board and the
President shall have such other powers and perform such other duties as are
prescribed by these By-Laws and as usually pertain to their respective offices
and as may be assigned to them at any time or from time to time by the Board.
Section 4.4. VICE CHAIRMEN OF THE BOARD AND VICE CHAIRMEN. Each Vice
Chairman of the Board and each Vice Chairman shall have such powers and perform
such duties as are prescribed by these By-Laws and as usually pertain to his
office and as may be assigned to him at any time or from time to time by the
Board. In the event of the absence or disability of the Chairman of the Board
and the President, the Vice Chairman of the Board designated by the Chairman of
the Board or the President shall act in their place and assume their duties,
including duties assigned to them in these By-Laws.
Section 4.5. SENIOR EXECUTIVE VICE PRESIDENTS AND EXECUTIVE VICE
PRESIDENTS. Each Senior Executive Vice President and each Executive Vice
President shall , upon request, advise and assist the Chairman of the Board and
the President in managing the Bank and shall have such other powers and perform
such other duties as usually pertain to his office and as may be assigned to him
at any time or from time to time by the board or the Chairman of the board or
the President.
6.
Section 4.6. SECRETARY. The Secretary shall act as Secretary of the Board
and as Secretary at meetings. of the shareholders and, in general, shall have
charge of all records of the bank relating to its organization and corporate
action and shall have power to certify the contents thereof, and shall have such
other powers and perform such duties as usually pertain to his office and as may
be assigned to him at any time or from time to time by the Board or the Chairman
of the Board or the President.
Section 4.7. OTHER OFFICERS. Other officers appointed by the Board shall
have such powers and perform such duties as usually pertain to their respective
offices and as may be assigned to them at any time or from time to time by the
Board or the Chairman of the Board or the President.
ARTICLE V
SHARES OF CAPITAL STOCK
Section 5.1. CERTIFICATES FOR SHARES OF CAPITAL STOCK. Certificates for
shares of capital stock of the Bank shall be in such form permitted by the laws
of the United States as shall be approved by the Board. Said certificates shall
be signed by the Chairman of the Board, the President and the Secretary, and
sealed with the corporate seal of the Bank. The signatures of the Chairman of
the Board, the President and the Secretary thereon may be facsimiles, engraved
or printed. In case any such officer who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be such
before such certificate is issued, it may be issued by the Bank with the same
effect as if such officer had not ceased to be such at the time of its issue.
The corporate seal may be a facsimile, engraved or printed.
Section 5.2. TRANSFERS OF SHARES OF CAPITAL STOCK. Transfers of shares
of capital stock of the Bank shall be made only on the books of the Bank by the
registered holder thereof or by his attorney thereunto authorized by power of
attorney duly executed, and on surrender of the certificate or certificates for
such shares properly endorsed or accompanied by a proper instrument of transfer.
The Board may make such additional rules and regulations as it may deem
expedient concerning the issue, registration and transfer or certificates for
shares of capital stock of the Bank and may appoint one or more transfer agents,
transfer clerks and/or registrars and require all certificates to bear the
signatures thereof. The Bank shall be entitled to treat the holder of record of
any share or shares of capital stock as the owner thereof in fact.
Section 5.3. CLOSING OF TRANSFER BOOKS. The transfer books may be closed
for the purposes of any meeting of shareholders or the payment of dividends or
for any other purpose, at such time and for such period not exceeding 50 days as
the Board may direct. In lieu of closing the transfer books, the Board may, in
its discretion , fix a day and hour not more than 50 days prior to the day
designated for the holding of any meeting of the shareholders or the day
appointed for the payment of any dividend or for any other purpose as the time
as of which shareholders entitled to notice of and to vote at such meeting or
to receive such dividend or to be treated as shareholders for such other purpose
shall be determined, and only shareholders of record at such time shall be
entitled to notice of or to vote at such meeting or to receive such dividends or
to be treated as shareholders for such other purpose.
7
ARTICLE VI
SEAL
Section 6.1. SEAL. The corporate seal of the Bank shall be a device bearing the
name "The Chase Manhattan Bank (National Assoication)" and otherwise in the form
adopted and used by the Bank, imprinted or affixed by any process. The Secretary
and any other officers authorized by resolution of the Board shall be empowered
to use and attest the corporate seal on all documents.
ARTICLE VII
AMENDMENTS
Section 7.1. Amendments. These By-Laws or any of them may be altered,
amended or repealed, or new By-Laws may be adopted, by the Board at any regular
or special meeting thereof by vote of a majority of the Directors then in
office.
EXHIBIT 7
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the THE CHASE MANHATTAN BANK,
N.A. of New York in the State of New York, at the close of business on March 31,
1996, published in response to call made by Comptroller of the Currency, under
title 12, United States Code, Section 161.
CHARTER NUMBER 2370 COMPTROLLER OF THE CURRENCY NORTHEASTERN DISTRICT
STATEMENT OF RESOURCES AND LIABILITIES
ASSETS THOUSANDS
OF DOLLARS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin. . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,026,000
Interest-bearing balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,135,000
Held to maturity securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Available-for-sale securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,632,000
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 IBFs:
Federal funds sold. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,254,000
Securities purchased under agreements to resell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 880,000
Loans and lease financing receivable:
Loans and leases, net of unearned income. . . . . . . . . . . . . . . . . . . . . . . . $ 60,869,000
LESS: Allowance for loan and lease losses . . . . . . . . . . . . . . . . . . . . . . . 1,113,000
LESS: Allocated transfer risk reserve. . . . . . . . . . . . . . . . . . . . . . . . . 0
------------
Loans and leases, net of unearned income, allowance, and reserve. . . . . . . . . . . . . . . . . . . . . 59,756,000
Assets held in trading accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,203,000
Premises and fixed assets (including capitalized leases) . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,690,000
Other real estate owned. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 268,000
Investments in unconsolidated subsidiaries and associated companies. . . . . . . . . . . . . . . . . . . . . . 29,000
Customers' liability to this bank on acceptances outstanding . . . . . . . . . . . . . . . . . . . . . . . . . 1,170,000
Intangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,330,000
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,398,000
--------------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $103,771,000
--------------
--------------
LIABILITIES
Deposits:
In domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 30,681,000
Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 11,913,000
Interest-bearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,768,000
--------------
In foreign offices, Edge and Agreement subsidiaries, and IBFs . . . . . . . . . . . . . . . . . . . . . . 38,923,000
Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,696,000
Interest-bearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,227,000
--------------
Federal funds purchased and securities sold under agreements to
repurchase in domestic offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
Federal funds purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,143,000
Securities sold under agreements to repurchase. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000
Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000
Trading liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,453,000
Other borrowed money:
With original maturity of one year or less. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,064,000
With original maturity of more than one year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 365,000
Mortgage indebtedness and obligations under capitalized leases . . . . . . . . . . . . . . . . . . . . . . . . 39,000
Bank's liability on acceptances executed and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,173,000
Subordinated notes and debentures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,960,000
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,482,000
--------------
TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96,408,000
Limited-life preferred stock and related surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 921,000
Surplus. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,354,000
Undivided profits and capital reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,092,000
Net unrealized holding gains (losses) on available-for-sale securities . . . . . . . . . . . . . . . . . . . . 15,000
Cumulative foreign currency translation adjustments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,000
--------------
TOTAL EQUITY CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,363,000
--------------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK,
AND EQUITY CAPITAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $103,771,000
--------------
--------------
I, Lester J. Stephens, Jr., Senior Vice President and Controller of the above
named bank do hereby declare that this Report of Condition is true and correct
to the best of my knowledge and belief. (Signed) Lester J. Stephens, Jr.
We the undersigned directors, attest to the correctness of this statement of
resources and liabilities. We 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 and is true and correct.
(Signed) Thomas G. Labrecque
(Signed) Donald Trautlein Directors
(Signed) Richard J. Boyle