Exhibit 25.1
***************************************************************
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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) [Not Applicable.]
--------
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
Not applicable
(Jurisdiction of incorporation or organization
if not a U.S. national bank)
74-0800980
(I.R.S. Employer Identification No.)
712 Main Street, Houston, Texas 77002
(Address of principal executive offices) (Zip code)
Carol Kirkland, 712 Main Street, 26th Floor,
Houston, Texas 77002, (713) 216-2449
(Name, address and telephone number of agent for service)
MERIT Securities Corporation
(Exact name of obligor as specified in its charter)
Virginia Taxpayer I.D. Number
(State or other jurisdiction of 54-1736551
incorporation or organization)
10900 Nuckols Road
Glen Allen, Virginia 23060
(Address of principal executive offices) (Zip Code)
Collateralized Bonds
(Title of the indenture securities)
****************************************************************
1
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.
Federal Deposit Insurance Corporation,
Washington, D. C.
The Board of Governors of the Federal Reserve System,
Washington, D. C.
(b) Whether it is authorized to exercise corporate trust
powers.
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with the obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
As of May 8, 1997
No such affiliation exists.
See Note, Page 9 hereof.
Item 3. Voting Securities of the trustee.
Furnish the following information as to each class of voting securities
of the trustee.
As of May 8, 1997
H1995A/363-2
2
Column A Column B
Title of Class Amount Outstanding
1Texas Commerce Bank National Association 5,000,000
Common Stock
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Item 4. Trusteeships under other indentures.
If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, furnish the following information:
As of May 8, 1997
(c) Title of the securities outstanding under each such
other indenture.
A total of eight series of Collateralized Bonds have
been issued under eight supplemental indentures to the
Indenture dated as of November 1, 1994. As of the date hereof,
the following are outstanding and unpaid: Collateralized
Mortgage Bonds, Series 3 through and including Collateralized
Mortgage Bonds, Series 8.
(d) A brief statement of the facts relied upon as a basis for the
claim that no conflicting interest within the meaning of
Section 310(b)(1) of the Act arises as a result of the
trusteeship under any such other indenture, including a
statement as to how the indenture securities will rank as
compared with the securities issued under such other
indenture.
Each series of Collateralized Bonds is secured by
separate and distinct parcels of collateral and each series of
Collateralized Bonds ranks equally with each other series of
Collateralized Bonds. See Interpretative Letter dated
September 9, 1985 from
- - --------
1 Texas Commerce Equity Holdings, Inc., a Delaware corporation,
owns all of such shares, except for directors' qualifying
shares.
3
William E. Morley, Chief Counsel, Securities and
Exchange Commission, to Donna S. Burnett, Liddell,
Sapp, Zivley & LaBoon.
Item 5. Interlocking directorates and similar relationships with obligor or
underwriters.
If the trustee or any of the directors or executive officers of the
trustee is a director, officer, partner, employee, appointee, or representative
of the obligor or of any underwriter for the obligor, identify each such person
having any such connection and state the nature of each such connection.
As of May 8, 1997
No such relationship exists.
See Note, Page 9 hereof.
Item 6. Voting securities of the trustee owned by the obligor or its
officials.
Furnish the following information as to the voting securities of the
trustee owned beneficially by the obligor and each director, partner and
executive officer of the obligor.
As of May 8, 1997
Based upon an examination of the books and records of
the trustee, inquiries made by the trustee and information
furnished to the trustee by the obligor, voting securities of
the trustee, owned beneficially, directly or indirectly, by
the obligor and its directors, partners and executive
officers, taken as a group, do not exceed 1% of the
outstanding voting securities of the trustee.
Item 7. Voting securities of the trustee owned by underwriters or their
officials.
Furnish the following information as to the voting securities of the
trustee owned beneficially by each underwriter for the obligor and each
director, partner, and executive officer of each such underwriter.
As of May 8, 1997
4
No single underwriter, its directors, partners and executive
officers, taken as a group, owned beneficially, directly or
indirectly, in excess of 1% of the outstanding voting
securities of the trustee.
See Note, Page 9 hereof.
Item 8. Securities of the obligor owned or held by the trustee.
Furnish the following information as to securities of the obligor owned
beneficially or held as collateral security for obligations in default by the
trustee.
As of May 8, 1997
No such securities were so owned or held.
See Note, Page 9 hereof.
Item 9. Securities of underwriters owned or held by the
trustee.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the obligor, furnish
the following information as to each class of securities of such underwriter any
of which are so owned or held by the trustee.
As of May 8, 1997
The trustee did not so own or hold in excess of 1% of any
class of security outstanding of any such person.
See Note, Page 9 hereof.
Item 10. Ownership or holdings by the trustee of voting securities
of certain affiliates or security holders of the obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default voting securities of a person who, to the knowledge of
the trustee (1) owns 10% or more of the voting securities of the obligor or (2)
is an affiliate, other than a subsidiary, of the obligor, furnish the following
information as to the voting securities of such person.
5
As of May 8, 1997
No such securities were so owned or held.
See Note, Page 9 hereof.
Item 11. Ownership or holdings by the trustee of any securities of
a person owning 50% or more of the voting securities of the
obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of a person who, to the knowledge of the
trustee, owns 50% or more of the voting securities of the obligor, furnish the
following information as to each class of securities of such person any of which
are so owned or held by the trustee.
As of May 8, 1997
No such securities were so owned or held.
See Note, Page 9 hereof.
Item 12. Indebtedness of the Obligor to the Trustee.
Except as noted in the instructions to the Form T-1, if the obligor is
indebted to the trustee, furnish the following information: nature of
indebtedness, amount outstanding and date due.
As of May 8, 1997
No such indebtedness exists.
See Note, Page 9 hereof.
Item 13. Defaults by the Obligor.
(e) State whether there is or has been a default with
respect to the securities under this indenture.
Explain the nature of any such default.
As of May 8, 1997
No such default exists or has existed.
6
(f) If the trustee is a trustee under another indenture
under which any other securities, or certificates of
interest or participation in any other securities, of
the obligor are outstanding, or is trustee for more
than one outstanding series of securities under the
indenture, state whether there has been a default under
any such indenture or series, identify the indenture or
series affected, and explain the nature of any such
default.
As of May 8, 1997
There has been no default either under the Indenture
generally or under any series of securities outstanding under
the Indenture of which Texas Commerce Bank National
Association has knowledge.
Item 14. Affiliations with the Underwriters.
If any underwriter is an affiliate of the trustee, describe each such
affiliation.
As of May 8, 1997
No such affiliation exists.
See Note, Page 9 hereof.
Item 15. Foreign Trustee.
Identify the order or rule pursuant to which the foreign trustee is
authorized to act as sole trustee under indentures qualified or to be qualified
under the Act.
Not applicable.
Item 16. List of Exhibits.
List below all exhibits filed as part of this statement of eligibility.
* 1. A copy of the articles of association of the
trustee as now in effect.
** 2. A copy of the certificate of authority of
the trustee to commence business.
7
** 3. A copy of the certificate of authorization of the
trustee to exercise corporate trust powers issued by the Board
of Governors of the Federal Reserve System under date of
January 21, 1948.
*** 4. A copy of the existing bylaws of the trustee.
5. A copy of each indenture referred to in Item 4,
if the obligor is in default. Not Applicable.
6. The consent of the United States institutional
trustees required by Section 321(b) of the Act.
7. A copy of the latest report of condition of
the trustee published pursuant to law or the
requirements of its supervising or examining authority.
8. A copy of any order pursuant to which the foreign
trustee is authorized to act as sole trustee under indentures
qualified or to be qualified under the Act. Not applicable.
9. Foreign trustees are required to file a
consent to service of process on Form F-X. Not
applicable.
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* Incorporated by reference to Exhibit bearing the same Exhibit
number submitted with the Form T-1 of Texas Commerce Bank
National Association with respect to File
No. 33-51417.
** Incorporated by reference to Exhibit bearing the same
Exhibit number submitted with the Form T-1 of Texas
National Bank of Commerce of Houston with respect to
File No. 2-24599.
*** Incorporated by reference to Exhibit bearing the same Exhibit
number submitted with the Form T-1 of Texas Commerce Bank
National Association with respect to File
No. 333-15539.
[Remainder of Page Intentionally Left Blank]
8
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, Texas Commerce Bank National Association, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Houston, and State of Texas, on the 8th day of May, 1997.
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
(Trustee)
By: /s/ Mary Jo Davis
----------------------
Name: Mary Jo Davis
Title: Vice President and Trust Officer
NOTE
The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligor within three
years prior to the date of filing this statement or will be the underwriters for
the indenture securities, or are owners of 10% or more of the voting securities
of the obligor, or are owners of 50% or more of the voting securities of the
obligor or are affiliates, and the amounts and percentages of such securities,
if any, owned by each of the foregoing, respectively, are based upon information
furnished to the trustee by the obligor and the underwriter. While the trustee
has no reason to doubt the accuracy of any such information, it cannot accept
any responsibility therefor. Accordingly, the trustee disclaims responsibility
as to the accuracy and completeness of the information received from the obligor
and the underwriter relating to the answers to items 2, 5, 7, 8, 9, 10, 11, 12
and 14.
Inasmuch as this statement is filed prior to the final determination of
all underwriters of the indenture securities, the answers to items 5, 7, 9 and
14 are based on incomplete information, but may be considered as correct unless
additional information is furnished by amendment.
9
Exhibit 6
Securities & Exchange Commission
Washington, D.C. 20549
Gentlemen:
The undersigned is trustee under an Indenture dated as of November 1, 1994,
as the same may be supplemented from time to time by supplemental indentures
thereto, between MERIT Securities Corporation and Texas Commerce Bank National
Association, as Trustee, entered into in connection with the issuance of its
Collateralized Mortgage Bonds.
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned hereby consents that reports of examinations of the undersigned,
made by Federal or State authorities authorized to make such examinations, may
be furnished by such authorities to the Securities & Exchange Commission upon
its request therefor.
Very truly yours,
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
By: /s/ Mary Jo Davis
--------------------
Name: Mary Jo Davis
Title: Vice President and Trust Officer
10
Board of Governors of the Federal Reserve System, Federal Deposit Insurance
Corporation, Office of the Comptroller of the Currency
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Call Date: 3/31/97 ST-BK: 51-2430 FFIEC 031
Page RI-1
Consolidated Report of Income
for the period January 1, 1997 - Houston, TX 77252-2558
All Report of Income schedules are to be reported on a calendar year-to-date
basis in thousands of dollars.
Schedule RI--Income Statement
1480
Dollar Amounts in Thousands RIAD Bill Mil Thou
1. Interest Income:
a. Interest and fee income on loans:
(1) In domestic offices:
(a) Loans secured by real estate 4011 54,089 1.a.(1)(a)
(b) Loans to depository institutions 4019 193 1.a.(1)(b)
(c) Loans to finance agricultural production and other loans to farmers 4024 733 1.a.(1)(c)
(d) Commercial and industrial loans 4012 107,688 1.a.(1)(d)
(e) Acceptances of other banks 4026 0 1.a.(1)(e)
(f) Loans to individuals for household, family, and other personal
expenditures:
(1) Credit cards and related plans 4054 4,368 1.a.(1)(f)(1)
(2) Other 4055 50,306 1.a.(1)(f)(2)
(g) Loans to foreign governments and official institutions 4056 2,686 1.a.(1)(g)
(h) Obligations (other than securities and leases) of states and political
subdivisions in the U.S.:
(1) Taxable obligations 4503 0 1.a.(1)(h)(1)
(2) Tax-exempt obligations 4504 103 1.a.(1)(h)(2)
(i) All other loans in domestic offices 4058 20,135 1.a.(1)(i)
(2) In foreign offices, Edge and Agreement subsidiaries, and IBFs 4059 2,253 1.a.(2)
b. Income from lease financing receivables:
(1) Taxable leases 4505 2,442 1.b.(1)
(2) Tax-exempt leases 4307 0 1.b.(2)
c. Interest income on balances due from depository institutions: (1)
(1) In domestic offices 4105 0 1.c.(1)
(2) In foreign offices, Edge and Agreement subsidiaries, and IBFs 4106 0 1.c.(2)
d. Interest and dividend income on securities:
(1) U.S. Treasury securities and U.S. Government agency obligations 4027 66,886 1.d.(1)
(2) Securities issued by states and political subdivisions in the U.S.:
(a) Taxable securities 4506 1 1.d.(2)(a)
(b) Tax-exempt securities 4507 4 1.d.(2)(b)
(3) Other domestic debt securities 3657 45 1.d.(3)
(4) Foreign debt securities 3658 0 1.d.(4)
(5) Equity securities (including investments in mutual funds) 3659 692 1.d.(5)
e. Interest income from trading assets 4069 0 1.e.
__________
(1) Includes interest income on time certificates of deposit not held for
trading.
3
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Call Date: 3/31/97 ST-BK: 48-3926 FFIEC 031
Page RI-2
Schedule RI--Continued
Year-to-date
Dollar Amounts in Thousands RIAD Bil Mil Thou
1. Interest income (continued)
f. Interest income on federal funds sold and securities purchased under
agreements to resell 4020 15,222 1.f.
g. Total interest income (sum of items 1.a through 1.f) 4107 327,846 1.g.
2. Interest expense:
a. Interest on deposits:
(1) Interest on deposits in domestic offices:
(a) Transaction accounts (NOW accounts, ATS accounts, and telephone and
preauthorized transfer accounts) 4508 1,415 2.a.(1)(a)
(b) Nontransaction accounts:
(1) Money market deposit accounts (MMDAs) 4509 10,159 2.a.(1)(b)(1)
(2) Other savings deposits 4511 26,781 2.a.(1)(b)(2)
(3) Time deposits of $100,000 or more 4174 10,971 2.a.(1)(b)(3)
(4) Time deposits of less than $100,000 4518 31,148 2.a.(1)(b)(4)
(2) Interest on deposits in foreign offices, Edge and
Agreement subsidiaries, and IBFs 4172 4,703 2.a.(2)
b. Expense of federal funds purchased and securities sold under agreements to
repurchase 4180 23,690 2.b.
c. Interest on demand notes issued to the U.S. Treasury, trading
liabilities, and other borrowed money 4185 9,089 2.c.
d. Not applicable
e. Interest on subordinated notes and debentures 4200 7,058 2.e.
f. Total interest expense (sum of items 2.a through 2.e) 4073 125,014 2.f.
3. Net interest income (item 1.g minus 2.f) RIAD 4074 202,832 3.
4. Provisions:
a. Provision for loan and lease losses RIAD 4230 0 4.a.
b. Provision for allocated transfer risk RIAD 4243 0 4.b.
5. Noninterest income:
a. Income from fiduciary activities 4070 29,730 5.a.
b. Service charges on deposit accounts in domestic offices 4080 39,142 5.b.
c. Trading revenue (must equal Schedule RI, sum of Memorandum
items 8.a through 8.d) A220 4,128 5.c.
d.-e. Not applicable
f. Other noninterest income:
(1) Other fee income 5407 18,168 5.f.(1)
(2) All other noninterest income* 5408 14,577 5.f.(2)
g. Total noninterest income (sum of items 5.a through 5.f) RIAD 4079 105,745 5.g.
6. a. Realized gains (losses) on held-to-maturity securities RIAD 3521 0 6.a.
b. Realized gains (losses) on available-for-sale securities RIAD 3196 734 6.b.
7. Noninterest expense:
a. Salaries and employee benefits 4135 111,727 7.a.
b. Expenses of premises and fixed assets (net of rental income)
(excluding salaries and employee benefits and mortgage interest) 4217 41,487 7.b.
c. Other noninterest expense* 4092 53,469 7.c.
d. Total noninterest expense (sum of items 7.a through 7.c) RIAD 4093 206,683 7.d.
8. Income (loss) before income taxes and extraordinary items and other
adjustments (item 3 plus or minus items 4.a, 4.b, 5.g, 6.a, 6.b, and
7.d) RIAD 4301 102,628 8.
9. Applicable income taxes (on item 8) RIAD 4302 37,782 9.
10. Income (loss) before extraordinary items and other adjustments (item 8
minus 9) RIAD 4300 64,846 10.
11. Extraordinary items and other adjustments, net of income taxes* RIAD 4320 0 11.
12. Net income (loss) (sum of items 10 and 11.c) RIAD 4340 64,846 12.
__________
*Describe on Schedule RI-E--Explanations.
4
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Call Date: 3/31/97 ST-BK: 48-3926 FFIEC 031
Page RI-3
Schedule RI--Continued
Year-to-date
Dollar Amounts in Thousands RIAD Bil Mil Thou
I481
Memoranda Year-to-date
Dollar Amounts in Thousands RIAD Bil Mil Thou
1. Interest expense incurred to carry tax-exempt securities, loans, and leases
acquired after August 7, 1986, that is not deductible for federal income tax
purposes 4513 50 M.1.
2. Income from the sale and servicing of mutual funds and annuities in domestic
offices (included in Schedule RI, item 8) 8431 1,769 M.2.
3.-4. Not applicable
5. Number of full-time equivalent employees at end of current period Number
(round to nearest whole number) 4150 8,658 M.5.
6. Not applicable
7. If the reporting bank has restated its balance sheet as a result of applying
push down accounting this calendar year, report the date of the bank's MM/DD/YY
acquisition 9106 00/00/00 M.7.
8. Trading revenue (from cash instruments and off-balance sheet derivative
instruments) (sum of Memorandum items 8.a through 8.d must equal
Schedule RI, item 5.c): Bill Mil Thou
a. Interest rate exposures 8757 561 M.8.a.
b. Foreign exchange exposures 8758 3,567 M.8.b.
c. Equity security and index exposures 8759 0 M.8.c.
d. Commodity and other exposures 8760 0 M.8.d.
9. Impact on income of off-balance sheet derivatives held for purposes other
than trading:
a. Net increase (decrease) to interest income 8761 128 M.9.a.
b. Net (increase) decrease to interest expense 8762 58 M.9.b.
c. Other (noninterest) allocations 8763 0 M.9.c.
10. Credit losses on off-balance sheet derivatives (see instructions) A251 0 M.10.
11. Does the reporting bank have a Subchapter S election in effect for federal YES NO
income tax purposes for the current tax year? A530 X M.11.
Bil Mil Thou
12. Deferred portion of total applicable income taxes included in Schedule RI,
items 9 and 11 (to be reported with the December Report of Income) 4772 N/A M.12.
__________
*Describe on Schedule RI-E--Explanations.
5
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Call Date: 3/31/97 ST-BK: 48-3926 FFIEC 031
Page RI-4
Schedule RI-A--Changes in Equity Capital
Indicate decreases and losses in parentheses.
I483
Dollar Amounts in Thousands RIAD Bil Mil Thou
1. Total equity capital originally reported in the December 31, 1996, Reports
of Condition and Income 3215 1,746,010 1.
2. Equity capital adjustments from amended Reports of Income, net* 3216 0 2.
3. Amended balance end of previous calendar year (sum of items 1 and 2) 3217 1,746,010 3.
4. Net income (loss)(must equal Schedule RI, item 12) 4340 64,846 4.
5. Sale, conversion, acquisition, or retirement of capital stock, net 4346 0 5.
6. Changes incident to business combinations, net 4356 0 6.
7. LESS: Cash dividends declared on preferred stock 4470 0 7.
8. LESS: Cash dividends declared on common stock 4460 0 8.
9. Cumulative effect of changes in accounting principles from prior years* (see
instructions for this schedule) 4411 0 9.
10. Corrections of material accounting errors from prior years* (see
instructions for this schedule) 4412 0 10.
11. Change in net unrealized holding gains (losses) on available-for-sale
securities 8433 (33,382) 11.
12. Foreign currency transaction adjustments 4414 0 12.
13. Other transactions with parent holding company* (not included in items 5, 7
or 8 above) 4415 0 13.
14. Total equity capital end of current period (sum of items 3 through 13) (must
equal Schedule RC, item 28) 3210 1,777,474 14.
__________
*Describe on Schedule RI-E--Explanations.
Schedule RI-B--Charge-offs and Recoveries and Changes
in Allowance for Loan and Lease Losses
Part I. Charge-offs and Recoveries on Loans and Leases
Part I excludes charge-offs and recoveries through
the allocated transfer risk reserve.
I486
(Column A) (Column B)
Charge-offs Recoveries
Calendar year-to-date
Dollar Amounts in Thousands RIAD Bil Mil Thou RIAD Bil Mil Thou
1. Loans secured by real estate:
a. To U.S. addressees (domicile) 4651 1,311 4661 3,325 1.a.
b. To non-U.S. addressees (domicile) 4652 0 4662 0 1.b.
2. Loans to depository institutions and acceptances of the banks:
a. To U.S. banks and other U.S. depository institutions 4653 0 4663 2 2.a.
b. To foreign banks 4654 0 4664 0 2.b.
3. Loans to finance agricultural production and other loans to farmers 4655 0 4665 3 3.
4. Commercial and industrial loans;
a. To U.S. addressees (domicile) 4645 1,307 4617 1,295 4.a.
b. To non-U.S. addressees (domicile) 4646 0 4618 0 4.b.
5. Loans to individuals for household, family, and other personal
expenditures:
a. Credit cards and related plans 4656 769 4666 65 5.a.
b. Other (includes single payment, installment, and all student loans) 4657 9,893 4667 2,239 5.b.
6. Loans to foreign governments and official institutions 4643 0 4627 13 6.
7. All other loans 4644 8 4628 469 7.
8. Lease financing receivables:
a. Of U.S. addressees (domicile) 4658 0 4668 0 8.a.
b. Of non-U.S. addressees (domicile) 4659 0 4669 0 8.b.
9. Total (sum of items 1 through 8) 4635 13,288 4605 7,411 9.
6
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Call Date: 3/31/97 ST-BK: 48-3926 FFIEC 031
Page RI-5
Schedule RI-B--Continued
Part I. Continued
(Column A) (Column B)
Charge-offs Recoveries
Memoranda Calendar year-to-date
Dollar Amounts in Thousands RIAD Bil Mil Thou RIAD Bil Mil Thou
1-3. Not applicable
4. Loans to finance commercial real estate, construction, and land
development activities (not secured by real estate) included in
Schedule RI-B, part I, items 4 and 7, above 5409 0 5410 37 M.4.
5. Loans secured by real estate in domestic offices (included in
Schedule RI-B, part I, item 1, above):
a. Construction and land development 3582 0 3583 3,019 M.5.a.
b. Secured by farmland 3584 0 3585 0 M.5.b.
c. Secured by 1-4 family residential properties:
(1) Revolving, open-end loans secured by 1-4 family residential
properties and extended under lines of credit 5411 0 5412 0 M.5.c.(1)
(2) All other loans secured by 1-4 family residential properties 5413 713 5414 102 M.5.c.(2)
d. Secured by multifamily (5 or more) residential properties 3588 0 3589 1 M.5.d.
e. Secured by nonfarm nonresidential properties 3590 598 3591 203 M.5.e.
Part II. Changes in Allowance for Loan and Lease Losses
Dollar Amounts in Thousands RIAD Bil Mil Thou
1. Balance originally reported in the December 31, 1995, Reports of Condition
and Income 3124 250,613 1.
2. Recoveries (must equal part I, item 9, column B above) 4605 7,411 2.
3. LESS: Charge-offs (must equal part I, item 9, column A above) 4635 13,288 3.
4. Provision for loan and lease losses (must equal Schedule RI, item 4.a) 4230 0 4.
5. Adjustments* (see instructions for this schedule) 4815 (18) 5.
6. Balance end of current period (sum of items 1 through 5)(must equal Schedule RC,
item 4.b) 3213 244,718 6.
__________
*Describe on Schedule RI-E--Explanations.
7
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Call Date: 3/31/97 ST-BK: 48-3926 FFIEC 031
Page RI-6
Schedule RI-D--Income from International Operations
For all banks with foreign offices, Edge or Agreement subsidiaries, or IBFs
where international operations account for more than 10 percent of total
revenues, total assets, or net income.
Part I. Estimated Income from International Operations
I492
Year-to-date
Dollar Amounts in Thousands RIAD Bil Mil Thou
1. Interest income and expense booked at foreign offices, Edge and Agreement
subsidiaries, and IBFs:
a. Interest income booked 4837 N/A 1.a.
b. Interest expense booked 4838 N/A 1.b.
c. Net interest income booked at foreign offices, Edge and Agreement
subsidiaries, and IBFs (item 1.a minus 1.b) 4839 N/A 1.c.
2. Adjustments for booking location of international operations:
a. Net interest income attributable to international operations booked at
domestic offices 4840 N/A 2.a.
b. Net interest income attributable to domestic business booked at foreign
offices 4841 N/A 2.b.
c. Net booking location adjustment (item 2.a minus 2.b) 4842 N/A 2.c.
3. Noninterest income and expense attributable to international operations:
a. Noninterest income attributable to international operations 4097 N/A 3.a.
b. Provision for loan and lease losses attributable to international operations 4235 N/A 3.b.
c. Other noninterest expense attributable to international operations 4239 N/A 3.c.
d. Net non-interest income (expense) attributable to international operations (item
3.a minus 3.b and 3.c) 4843 N/A 3.d.
4. Estimated pretax income attributable to international operations before
capital allocation adjustment (sum of items 1.c, 2.c, and 3.d) 4844 N/A 4.
5. Adjustment to pretax income for internal allocations to international
operations to reflect the effects of equity capital on overall bank funding
costs 4845 N/A 5.
6. Estimated pretax income attributable to international operations after
capital allocation adjustment (sum of items 4 and 5) 4846 N/A 6.
7. Income taxes attributable to income from international operations as
estimated in item 6 4797 N/A 7.
8. Estimated net income attributable to international operations (item 6 minus 7) 4341 N/A 8.
Memoranda
Dollar Amounts in Thousands RIAD Bil Mil Thou
1. Intracompany interest income included in item 1.a above 4847 N/A M.1.
2. Intracompany interest expense included in item 1.b above 4848 N/A M.2.
Part II. Supplementary Details on Income from International Operations
Required by the Departments of Commerce and Treasury for Purposes of the U.S.
International Accounts and the U.S. National Income and Product Accounts
Year-to-date
Dollar Amounts in Thousands RIAD Bil Mil Thou
1. Interest income booked at IBFs 4849 N/A 1.
2. Interest expense booked at IBFs 4850 N/A 2.
3. Noninterest income attributable to international operations booked at
domestic offices (excluding IBFs):
a. Gains (losses) and extraordinary items 5491 N/A 3.a.
b. Fees and other noninterest income 5492 N/A 3.b.
4. Provision for loan and lease losses attributable to international operations
booked at domestic offices (excluding IBFs) 4852 N/A 4.
5. Other noninterest expense attributable to international operations booked at
domestic offices (excluding IBFs) 4853 N/A 5.
8
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Call Date: 3/31/97 ST-BK: 48-3926 FFIEC 031
Page RI-7
Schedule RI-E--Explanations
Schedule RI-E is to be completed each quarter on a calendar year-to-date basis.
Detail all adjustments in Schedule RI-A and RI-B, all
extraordinary items and other adjustments in Schedule RI, and all
significant items of other noninterest income and other noninterest
expense in Schedule RI. (See instructions for details.)
1495
Year-to-date
Dollar Amounts in Thousands RIAD Bil Mil Thou
1. All other noninterest income (from Schedule RI, item 5.f.(2))
Report amounts that exceed 10% of Schedule RI, item 5.f.(2):
a. Net gains (losses) on other real estate owned 5415 0 1.a.
b. Net gains (losses) on sales of loans 5416 0 1.b.
c. Net gains (losses) on sales of premises and fixed assets 5417 0 1.c.
Itemize and describe the three largest other amounts that exceed 10% of
Schedule RI, item 5.f.(2):
d. Text 4461 Check Printing Income 4461 2,395 1.d.
e. Text 4462 Interbank Contracts 4462 9,288 1.e.
f. Text 4463 Sale of Business Units 4463 1,880 1.f.
2. Other noninterest expense (from Schedule RI, item 7.c):
a. Amortization expense of intangible assets 4531 10,790 2.a.
Report amounts that exceed 10% of Schedule RI, item 7.c:
b. Net (gains) losses on other real estate owned 5418 0 2.b.
c. Net (gains) losses on sales of loans 5419 0 2.c.
d. Net (gains) losses on sales of premises and fixed assets 5420 0 2.d.
Itemize and describe the three largest amounts that exceed 10% of Schedule RI,
item 7.c.:
e. Text 4464 4464 2.e.
f. Text 4467 4467 2.f.
g. Text 4468 4468 2.g.
3. Extraordinary items and other adjustments and applicable income tax effect
(from Schedule RI, item 11) (itemize and describe all extraordinary
items and other adjustments):
a. (1) Text 4469 4469 3.a.(1)
(2) Applicable income tax effect RIAD 4486 3.a.(2)
b. (1) Text 4487 4487 3.b.(1)
(2) Applicable income tax effect RIAD 4488 3.b.(2)
c. (1) Text 4489 4489 3.c.(1)
(2) Applicable income tax effect RIAD 4491 3.c.(2)
4. Equity capital adjustments from amended Reports of Income (from Schedule
RI-A, item 2) (itemize and describe all adjustments):
a. Text 4492 4492 4.a.
b. Text 4493 4493 4.b.
5. Cumulative effect of changes in accounting principles from prior years (from
Schedule RI-A, item 9) (itemize and describe all changes in accounting
principles):
a. Text A546 Effect of change to GAAP from previous non-GAAP instructions A546 0 5.a.
b. Text 4495 4495 5.b.
6. Corrections of material accounting errors from prior years (from Schedule
RI-A, item 10 (itemize and describe all corrections):
a. Text 4496 4496 6.a.
b. Text 4497 4497 6.b.
9
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Call Date: 3/31/97 ST-BK: 48-3926 FFIEC 031
Page RI-8
Schedule RI-E--Continued
Year-to-date
Dollar Amounts in Thousands RIAD Bil Mil Thou
7. Other transactions with parent holding company (from Schedule RI-A,
item 13) (itemize and describe all such transactions):
a. Text 4498 4498 7.a.
b. Text 4499 4499 7.b.
8. Adjustments to allowance for loan and lease losses (from Schedule RI-B,
part II, item 5) (itemize and describe all adjustments):
a. Text 4521 Sale of Business Units 4521 (18) 8.a.
b. Text 4522 Sale of Loans 4522 8.b.
9. Other explanations (the space below is provided for the bank to briefly
describe, at its option, any other significant items affecting the Report
of Income): I498 I499
No comment __ (RIAD 4769)
Other explanations (please type or print clearly):
(Text 4769)
10
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Call Date: 3/31/97 ST-BK: 48-3926 FFIEC 031
Page RC-1
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for March 31, 1997
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
Schedule RC--Balance Sheet
C400
Dollar Amounts in Thousands RCFD Bil Mil Thou
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1) 0081 2,370,922 1.a.
b. Interest-bearing balances(2) 0071 101 1.b.
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 516,727 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) 1773 3,507,368 2.b.
3. Federal funds sold and securities purchased under agreements to resell 1350 1,839,163 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C) RCFD 2122 12,953,211 4.a.
b. LESS: Allowance for loan and lease losses RCFD 3123 244,718 4.b.
c. LESS: Allocated transfer risk reserve RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance,
and reserve (item 4.a. minus 4.b. and 4.c.) 2125 12,708,493 4.d.
5. Trading assets (from Schedule RC-D) 3545 27,185 5.
6. Premises and fixed assets (including capitalized leases) 2145 562,006 6.
7. Other real estate owned (from Schedule RC-M) 2150 248 7.
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M) 2130 0 8.
9. Customers' liability to this bank on acceptances outstanding 2155 9,516 9.
10. Intangible assets (from Schedule RC-M) 2143 411,400 10.
11. Other assets (from Schedule RC-F) 2160 416,394 11.
12. Total assets (sum of items 1 through 11) 2170 22,369,523 12.
__________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
11
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Call Date: 3/31/97 ST-BK: 48-3926 FFIEC 031
Page RC-2
Schedule RC--Continued
Dollar Amounts in Thousands Bil Mil Thou
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E,
part I) RCON 2200 16,564,686 13.a.
(1) Noninterest-bearing(1) RCON 6631 7,289,585 13.a.(1)
(2) Interest-bearing RCON 6636 9,275,101 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule
RC-E, part II) RCFN 2200 303,068 13.b.
(1) Noninterest-bearing RCFN 6631 0 13.b.(1)
(2) Interest-bearing RCFN 6636 303,068 13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase RCFD 2800 2,058,013 14.
15. a. Demand notes issued to the U.S. Treasury RCON 2840 969,510 15.a.
b. Trading liabilities (from Schedule RC-D) RCFD 3548 19,948 15.b.
16. Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
a. With a remaining maturity of one year or less RCFD 2332 47,990 16.a.
b. With a remaining maturity of more than one year RCFD 2333 27,377 16.b.
17. Not applicable
18. Bank's liability on acceptances executed and outstanding RCFD 2920 9,516 18.
19. Subordinated notes and debentures (2) RCFD 3200 345,000 19.
20. Other liabilities (from Schedule RC-G) RCFD 2930 246,941 20.
21. Total liabilities (sum of items 13 through 20) RCFD 2948 20,592,049 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus RCFD 3838 0 23.
24. Common Stock RCFD 3230 612,893 24.
25. Surplus (exclude all surplus related to preferred stock) RCFD 3839 924,675 25.
26. a. Undivided profits and capital reserves RCFD 3632 296,161 26.a.
b. Net unrealized gains (losses) on available-for-sale securities RCFD 8434 (56,255) 26.b.
27. Cumulative foreign currency translation adjustments RCFD 3284 0 27.
28. Total equity capital (sum of items 23 through 27) RCFD 3210 1,777,474 28.
29. Total liabilities, limited-life preferred stock, and equity capital (sum of
items 21, 22, and 28) RCFD 3300 22,369,523 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best
describes the most comprehensive level of auditing work performed for the Number
bank by independent external auditors as of any date during 1996 RCFD 6724 2 M.1.
1 = Independent audit of the bank conducted in accordance with
generally accepted auditing standards by a certified public accounting
firm which submits a report on the bank.
2 = Independent audit of the bank's parent holding company conducted
in accordance with generally accepted auditing standards by a
certified public accounting firm which submits a report on the
consolidated holding company (but not on a bank separately).
3 = Directors' examination of the bank conducted in accordance with
generally accepted auditing standards by a certified public accounting
firm (may be required by state chartering authority).
4 = Directors' examination of the bank performed by other external
auditors (may be required by state chartering authority).
5 = Review of the bank's financial statements by external auditors.
6 = Compilation of the bank's financial statements by external
auditors.
7 = Other audit procedures (excluding tax preparation work).
8 = no external audit work.
__________
(1) Includes total demand deposits and noninterest-bearing time and
savings deposits.
(2) Includes limited-life preferred stock and related surplus.
12
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Call Date: 3/31/97 ST-BK: 48-3926 FFIEC 031
Page RC-3
Schedule RC-A--Cash and Balances Due From Depository Institutions
Exclude assets held for trading.
C405
(Column A) (Column B)
Consolidated Domestic
Bank Offices
Dollar Amounts in Thousands RCFD Bil Mil Thou RCON Bil Mil Thou
1. Cash items in process of collection, unposted debits, and
currency and coin 0022 759,070 1.
a. Cash items in process of collection and unposted debits 0020 602,561 1.a.
b. Currency and coin 0080 156,509 1.b.
2. Balances due from depository institutions in the U.S. 0082 16,599 2.
a. U.S. branches and agencies of foreign banks
(including their IBFs) 0083 0 2.a.
b. Other commercial banks in the U.S. and other depository
institutions in the U.S. (including their IBFs) 0085 16,599 2.b.
3. Balances due from banks in foreign countries and foreign
central banks 0070 1,463 3.
a. Foreign branches of other U.S. banks 0073 0 3.a.
b. Other banks in foreign countries and foreign central banks 0074 1,463 3.b.
4. Balances due from Federal Reserve Banks 0090 9,955 0090 9,955 4.
5. Total (sum of items 1 through 4) (total of column A must
equal Schedule RC, sum of items 1.a. and 1.b.) 0010 787,087 0010 787,087 5.
Memorandum RCON Bil Mil Thou
Dollar Amounts in Thousands
1. Noninterest-bearing balances due from commercial banks
in the U.S. (included in items 2, column B above) 0050 16,599 M.1.
Schedule RC-B--Securities
Exclude assets held for trading.
C410
Held-to-maturity Available-for-sale
(Column A) (Column B) (Column C) (Column D)
Amortized Cost Fair Value Amortized Cost Fair Value(1)
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou
1. U.S. Treasury securities 0211 0 0213 0 1286 199,623 1287 196,228 1.
2. U.S. Government agency and
corporation obligations
(exclude mortgage-backed
securities):
a. Issued by U.S. Government
agencies(2) 1289 0 1290 0 1291 0 1293 0 2.a.
b. Issued by U.S. Government-
sponsored agencies(3) 1294 0 1295 0 1297 66,519 1298 64,497 2.b.
__________
(1) Includes equity securities without readily determinable
fair values at historical cost in item 6.c., column D.
(2) Includes Small Business Administration "Guaranteed Loan
Pool Certificates," U.S. Maritime Administration obligations,
and Export-Import Bank participation certificates.
(3) Includes obligations (other than mortgage-backed securities)
issued by the Farm Credit System, the Federal Home Loan Bank,
System, the Federal Home Loan Mortgage Corporation, the Federal
National Mortgage Association, the Financing Corporation,
Resolution Funding Corporation, the Student Loan Marketing
Association, and the Tennessee Valley Authority.
13
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Call Date: 3/31/97 ST-BK: 48-3926 FFIEC 031
Page RC-4
Schedule RC-B--Continued
Held-to-maturity Available-for-sale
(Column A) (Column B) (Column C) (Column D)
Amortized Cost Fair Value Amortized Cost Fair Value(1)
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou
3. Securities issued by states
and political subdivisions
in the U.S.
a. General obligations 1676 229 1677 230 1678 0 1679 0 3.a.
b. Revenue obligations 1681 30 1686 30 1690 0 1691 0 3.b.
c. Industrial development
and similar obligations 1694 0 1695 0 1696 0 1697 0 3.c.
4. Mortgage-backed securities
(MBS):
a. Pass-through securities:
(1) Guaranteed by GNMA 1698 0 1699 0 1701 1,172,866 1702 1,165,465 4.a.(1)
(2) Issued by FNMA and FHLMC 1703 498,456 1705 492,730 1706 1,210,647 1707 1,190,566 4.a.(2)
(3) Other pass-through
securities 1709 0 1710 0 1711 0 1713 0 4.a.(3)
b. Other mortgage-backed
securities (include CMOs,
REMICs, and stripped MBS):
(1) Issued or guaranteed by
FNMA, FHLMC, or GNMA 1714 0 1715 0 1716 286,714 1717 284,789 4.b.(1)
(2) Collateralized by MBS
issued or guaranteed
by FNMA, FHLMC, or GNMA 1718 0 1719 0 1731 2,740 1732 2,778 4.b.(2)
(3) All other mortgage-backed
securities 1733 0 1734 0 1735 0 1736 0 4.b.(3)
5. Other debt securities:
a. Other domestic debt
securities 1737 0 1738 0 1739 0 1741 0 5.a.
b. Foreign debt securities 1742 0 1743 0 1744 0 1746 0 5.b.
6. Equity securities:
a. Investments in mutual
funds and other equity
securities with readily
determinable fair values A510 0 A511 0 6.a.
c. All other equity
securities(1) 1752 46,127 1753 46,127 6.b.
7. Total (sum of items 1 through
6) (total of column A must
equal Schedule RC, item 2.a)
(total of column D must equal
Schedule RC, item 2.b.) 1754 516,727 1771 511,068 1772 3,554,824 1773 3,507,368 7.
__________
(1) Includes equity securities without readily determinable fair values at
historical cost in item 6.b., column D.
14
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Call Date: 3/31/97 ST-BK: 48-3926 FFIEC 031
Page RC-5
Schedule RC-B--Continued
Memoranda C412
Dollar Amounts in Thousands RCFD Bil Mil Thou
1. Pledged securities(2) 0416 1,818,043 M.1.
2. Maturity and repricing data for debt securities(2),(3),(4) (excluding those in
nonaccrual status):
a. Fixed rate debt securities with a remaining maturity of:
(1) Three months or less 0343 19,260 M.2.a.(1)
(2) Over three months through 12 months 0344 138,518 M.2.a.(2)
(3) Over one year through five years 0345 932,526 M.2.a.(3)
(4) Over five years 0346 2,598,629 M.2.a.(4)
(5) Total fixed rate debt securities (sum of Memorandum items 2.a.(1) through
2.a.(4) 0347 3,688,933 M.2.a.(5)
b. Floating rate debt securities with a repricing frequency of:
(1) Quarterly or more frequently 4544 289,035 M.2.b.(1)
(2) Annually or more frequently, but less frequently than quarterly 4545 0 M.2.b.(2)
(3) Every five years or more frequently, but less frequently than annually 4551 0 M.2.b.(3)
(4) Less frequently than every five years 4552 0 M.2.b.(4)
(5) Total floating rate debt securities (sum of Memorandum items 2.b.(1)
through 2.b.(4)) 4553 289,035 M.2.b.(5)
c. Total debt securities (sum of Memorandum items 2.a.(5) and 2.b.(5)) (must
equal total debt securities from Schedule RC-B, sum of items 1 through 5,
columns A and D, minus nonaccrual debt securities included in Schedule RC-N,
item 9, column C) 0393 3,977,968 M.2.c.
3.-5. Not applicable
6. Floating rate debt securities with a remaining maturity of one year or less
(2),(4) (included in Memorandum items 2.b.(1) through 2.b.(4) above) 5519 0 M.6.
7. Amortized cost of held-to-maturity securities sold or transferred to
available-for-sale or trading securities during the calendar year-to-date
(report the amortized cost at date of sale or transfer) 1778 0 M.7.
8. High-risk mortgage securities (included in the held-to-maturity and
available-for-sale accounts in Schedule RC-B, item 4.b.):
a. Amortized cost 8780 0 M.8.a.
b. Fair value 8781 0 M.8.b.
9. Structured notes (included in the held-to-maturity and available-for-sale
accounts in Schedule RC-B, items 2, 3, and 5):
a. Amortized cost 8782 0 M.9.a.
b. Fair value 8783 0 M.9.b.
__________
(2) Includes held-to-maturity securities at amortized cost and
available-for-sale securities at fair value.
(3) Exclude equity securities, e.g., investments in mutual funds, Federal
Reserve stock, common stock, and preferred stock.
(4) Memorandum item 2 and 6 is not applicable to savings banks that must
complete supplemental Schedule RC-J.
15
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Call Date: 3/31/97 ST-BK: 48-3926 FFIEC 031
Page RC-6
Schedule RC-C--Loans and Lease Financing Receivables
Part I. Loans and Leases
Do not deduct the allowance for loan and lease losses from amounts reported in
this schedule. Report total loans and leases, net of unearned income. Exclude
assets held for trading and commercial paper.
C415
(Column A) (Column B)
Consolidated Domestic
Bank Offices
Dollar Amounts in Thousands RCFD Bil Mil Thou RCON Bil Mil Thou
1. Loans secured by real estate 1410 2,557,835 1.
a. Construction and land development 1415 512,968 1.a.
b. Secured by farmland (including farm residential and other improvements) 1420 17,896 1.b.
c. Secured by 1-4 family residential properties:
(1) Revolving, open-end loans secured by 1-4 family residential properties
and extended under lines of credit 1797 0 1.c.(1)
(2) All other loans secured by 1-4 family residential properties:
(a) Secured by first liens 5367 819,802 1.c.(2)(a)
(b) Secured by junior liens 5368 308,931 1.c.(2)(b)
d. Secured by multifamily (5 or more) residential properties 1460 150,360 1.d.
e. Secured by nonfarm nonresidential properties 1480 747,878 1.e.
2. Loans to depository institutions:
a. To commercial banks in the U.S. 1505 15,126 2.a.
(1) To U.S. branches and agencies of foreign banks 1506 0 2.a.(1)
(2) To other commercial banks in the U.S. 1507 15,126 2.a.(2)
b. To other depository institutions in the U.S. 1517 8 1517 8 2.b.
c. To banks in foreign countries 1510 9,560 2.c.
(1) To foreign branches of other U.S. banks 1513 0 2.c.(1)
(2) To other banks in foreign countries 1516 12,029 2.c.(2)
3. Loans to finance agricultural production and other loans to farmers 1590 46,887 1590 46,887 3.
4. Commercial and industrial loans:
a. To U.S. addressees (domicile) 1763 6,273,248 1763 6,248,453 4.a.
b. To non-U.S. addressees (domicile) 1764 262,964 1764 132,843 4.b.
5. Acceptances of other banks:
a. Of U.S. banks 1756 0 1756 0 5.a.
b. Of foreign banks 1757 0 1757 0 5.b.
6. Loans to individuals for household, family, and other personal expenditures
(i.e., consumer loans) (includes purchased paper) 1975 2,325,658 6.
a. Credit cards and related plans (includes check credit and other revolving
credit plans) 2008 132,002 6.a.
b. Other (includes single payment, installment, and all student loans) 2011 2,193,656 6.b.
7. Loans to foreign governments and official institutions (including foreign
central banks) 2081 112,840 2081 108,535 7.
8. Obligations (other than securities and leases) of states and political
subdivisions in the U.S. (includes nonrated industrial development
obligations) 2107 19,694 2107 19,694 8.
9. Other loans 1563 1,187,201 9.
a. Loans for purchasing or carrying securities (secured and unsecured) 1545 87,601 9.a.
b. All other loans (exclude consumer loans) 1564 1,099,600 9.b.
10. Lease financing receivables (net of unearned income) 2165 139,721 10.
a. Of U.S. addressees (domicile) 2182 127,665 10.a.
b. Of non-U.S. addressees (domicile) 2183 12,056 10.b.
11. LESS: Any unearned income on loans reflected in items 1-9 above 2123 0 2123 0 11.
12. Total loans and leases, net of unearned income (sum of items 1 through 10
minus item 11) (total of column A must equal Schedule RC, item 4.a.) 2122 12,953,211 2122 12,791,521 12.
16
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Call Date: 3/31/97 ST-BK: 48-3926 FFIEC 031
Page RC-7
Schedule RC-C--Continued
Part I. Continued
(Column A) (Column B)
Memoranda Consolidated Domestic
Bank Offices
Dollar Amounts in Thousands RCFD Bil Mil Thou RCON Bil Mil Thou
1. Not applicable
2. Loans and leases restructured and in compliance with modified terms (included
in Schedule RC-C, part I, above and not reported as past due or nonaccrual in
Schedule RC-N, Memorandum item 1):
a. Loans secured by real estate:
(1) To U.S. addressees (domicile) 1687 0 M.2.a.(1)
(2) To non U.S. addressees (domicile) 1689 0 M.2.a.(2)
b. All other loans and all lease financing receivables (exclude loans to
individuals for household, family, and other personal expenditures) 8691 147,859 M.2.b.
c. Commercial and industrial loans to and lease financing receivables of
non-U.S. addressees (domicile) included in Memorandum item 2.b. above 8692 0 M.2.c.
3. Maturity and repricing data for loans and leases(1) (excluding those in
nonaccrual status):
a. Fixed rate loans and leases with a remaining maturity of:
(1) Three months or less 0348 956,183 M.3.a.(1)
(2) Over three months through 12 months 0349 997,550 M.3.a.(2)
(3) Over one year through five years 0356 2,134,192 M.3.a.(3)
(4) Over five years 0357 834,270 M.3.a.(4)
(5) Total fixed rate loans and leases (sum of Memorandum items 3.a.(1)
through 3.a.(4)) 0358 4,922,195 M.3.a.(5)
b. Floating rate loans with a repricing frequency of:
(1) Quarterly or more frequently 4554 7,640,820 M.3.b.(1)
(2) Annually or more frequently, but less frequently than quarterly 4555 295,379 M.3.b.(2)
(3) Every five years or more frequently, but less frequently than annually 4561 2,997 M.3.b.(3)
(4) Less frequently than every five years 4564 790 M.3.b.(4)
(5) Total floating rate loans (sum of Memorandum items 3.b.(1)
through 3.b.(4)) 4567 7,939,986 M.3.b.(5)
c. Total loans and leases (sum of Memorandum items 3.a.(5) and 3.b.(5)) (must
equal the sum of total loans and leases, net, from Schedule RC-C, part I,
item 12, plus unearned income from Schedule RC-C, part I, item 11, minus
total nonaccrual loans and leases from Schedule RC-N, sum of items 1 through
8, column C) 1479 12,862,181 M.3.c.
d. Floating rate loans with a remaining maturity of one year or less
(included in Memorandum items 3.b.(1) through 3.b.(4) above) A246 3,044,972 M.3.d.
4. Loans to finance commercial real estate, construction, and land development
activities (not secured by real estate) included in Schedule RC-C, part I,
items 4 and 9, column A, page RC-6(2) 2746 406,659 M.4.
5. Loans and leases held for sale (included in Schedule RC-C, part I, above) 5369 250,981 M.5.
6. Adjustable rate closed-end loans secured by first liens on 1-4 family
residential properties (included in Schedule RC-C, part I, item 1.c.(2)(a), RCON Bil Mil Thou
column B, page RC-6) 5370 185,863 M.6.
__________
(1) Memorandum item 3 is not applicable to savings banks that must complete
supplemental Schedule RC-J.
(2) Exclude loans secured by real estate that are included in Schedule RC-C,
part I, item 1, column A.
17
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Call Date: 3/31/97 ST-BK: 48-3926 FFIEC 031
Page RC-8
Schedule RC-D--Trading Assets and Liabilities
Schedule RC-D is to be completed only by banks with $1 billion or more in total
assets or with $2 billion or more in par/notional amount of off-balance sheet
derivative contracts (as reported in Schedule RC-L, items 14.a. through 14.e.,
columns A through D).
C420
Dollar Amounts in Thousands Bil Mil Thou
Assets
1. U.S. Treasury securities in domestic offices RCON 3531 0 1.
2. U.S. Government agency and corporation obligations in domestic offices
(exclude mortgage-backed securities) RCON 3532 0 2.
3. Securities issued by states and political subdivisions in the U.S. in
domestic offices RCON 3533 0 3.
4. Mortgage-backed securities (MBS) in domestic offices:
a. Pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA RCON 3534 0 4.a.
b. Other mortgage-backed securities issued or guaranteed by FNMA, FHLMC, or
GNMA (include CMOs, REMICs, and stripped MBS) RCON 3535 0 4.b.
c. All other mortgage-backed securities RCON 3536 0 4.c.
5. Other debt securities in domestic offices RCON 3537 0 5.
6. Certificates of deposit in domestic offices RCON 3538 0 6.
7. Commercial paper in domestic offices RCON 3539 0 7.
8. Bankers acceptances in domestic offices RCON 3540 0 8.
9. Other trading assets in domestic offices RCON 3541 0 9.
10. Trading assets in foreign offices RCFN 3542 0 10.
11. Revaluation gains on interest rate, foreign exchange rate, and other
commodity and equity contracts:
a. In domestic offices RCON 3543 26,394 11.a.
b. In foreign offices RCFN 3544 791 11.b.
12. Total trading assets (sum of items 1 through 11) (must equal Schedule RC,
item 5) RCFD 3545 27,185 12.
Liabilities Bil Mil Thou
13. Liability for short positions RCFD 3546 0 13.
14. Revaluation losses on interest rate, foreign exchange rate, and other
commodity and equity contracts RCFD 3547 19,948 14.
15. Total trading liabilities (sum of items 13 and 14) (must equal Schedule
RC, item 15.b.) RCFD 3548 19,948 15.
18
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Call Date: 3/31/97 ST-BK: 48-3926 FFIEC 031
Page RC-9
Schedule RC-E--Deposit Liabilities
Part I. Deposits in Domestic Offices
C425
Nontransaction
Transaction Accounts Accounts
(Column A) (Column B) (Column C)
Total transaction Memo: Total Total
accounts (including demand deposits nontransaction
total demand (included in accounts
deposits) column A) (including MMDAs)
Dollar Amounts in Thousands RCON BIL Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
Deposits of:
1. Individuals, partnerships,
and corporations 2201 5,878,376 2240 5,469,703 2346 9,783,590 1.
2. U.S. Government 2202 34,364 2280 32,901 2520 1,027 2.
3. States and political subdivisions
in the U.S. 2203 137,828 2290 64,945 2530 110,789 3.
4. Commercial banks in the U.S. 2206 478,556 2310 478,556 2550 0 4.
5. Other depository institutions
in the U.S. 2207 40,103 2312 40,103 2349 0 5.
6. Banks in foreign countries 2213 24,684 2320 24,684 2236 0 6.
7. Foreign governments and
official institutions
(including foreign central banks) 2216 1,120 2300 1,120 2377 0 7.
8. Certified and official checks 2330 74,249 2330 74,249 8.
9. Total (sum of items 1 through 8)
(sum of columns A and C must
equal Schedule RC, item 13.a) 2215 6,669,280 2210 6,186,261 2385 9,895,406 9.
Memoranda
Dollar Amounts in Thousands RCON Bil Mil Thou
1. Selected components of total deposits (i.e., sum of item 9, columns A and C):
a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts 6835 739,985 M.1.a.
b. Total brokered deposits 2365 0 M.1.b.
c. Fully insured brokered deposits (included in Memorandum item 1.b above):
(1) Issued in denominations of less than $100,000 2343 0 M.1.c.(1)
(2) Issued either in denominations of $100,000 or in denominations greater than
$100,000 and participated out by the broker in shares of $100,000 or less 2344 0 M.1.c.(2)
d. Maturity data for brokered deposits:
(1) Brokered deposits issued in denominations of less than $100,000 with
a remaining maturity of one year or less (included in Memorandum item
1.c.(1) above) A243 0 M.1.d.(1)
(2) Brokered deposits issued in denominations of $100,000 or more with a
remaining maturity of one year or less (included in Memorandum
item 1.b above) A244 0 M.1.d.(2)
e. Preferred deposits (uninsured deposits of states and political subdivisions
in the U.S. reported in item 3 above which are secured or collateralized as
required under state law) 5590 220,373 M.1.e.
2. Components of total nontransaction accounts (sum of Memorandum items 2.a
through 2.d must equal item 9, column C above):
a. Savings deposits:
(1) Money market deposit accounts (MMDAs) 6810 3,418,960 M.2.a.(1)
(2) Other savings deposits (excludes MMDAs) 0352 3,043,363 M.2.a.(2)
b. Total time deposits of less than $100,000 6648 2,547,365 M.2.b.
c. Total time deposits of $100,000 or more 2604 885,718 M.2.c.
3. All NOW accounts (included in column A above) 2398 483,019 M.3.
4. Not applicable
19
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Call Date: 3/31/97 ST-BK: 48-3926 FFIEC 031
Page RC-10
Schedule RC-E--Continued
Part I. Continued
Memoranda (continued)
Dollar Amounts in Thousands RCON Bil Mil Thou
5. Maturity and repricing data for time deposits of less than $100,000
(sum of Memorandum items 5.a.(1) through 5.b.(3) must equal Memorandum
item 2.b above): (1)
a. Fixed rate time deposits of less than $100,000 with a remaining maturity
of:
(1) Three months or less A225 766,436 M.5.a.(1)
(2) Over three months through 12 months A226 990,448 M.5.a.(2)
(3) Over one year A227 739,990 M.5.a.(3)
b. Floating rate time deposits of less than $100,000 with a repricing
frequency of:
(1) Quarterly or more frequently A228 22,108 M.5.b.(1)
(2) Annually or more frequently, but less frequently than quarterly A229 27,010 M.5.b.(2)
(3) Less frequently than annually A230 1,373 M.5.b.(3)
c. Floating rate time deposits of less than $100,000 with a remaining
maturity of one year or less (included in Memorandum items 5.b.(1)
through 5.b.(3) above) A231 25,443 M.5.c.
6. Maturity and repricing data for time deposits of $100,000 or more (i.e., time
certificates of deposit of $100,000 or more and open-account time deposits
of $100,000 or more) (sum of Memorandum items 6.a.(1) through 6.b.(4) must
equal Memorandum items 2.c above): (1)
a. Fixed rate time deposits of $100,000 or more with a remaining
maturity of:
(1) Three months or less A232 479,850 M.6.a.(1)
(2) Over three months through 12 months A233 334,923 M.6.a.(2)
(3) Over one year through five years A234 58,956 M.6.a.(3)
(4) Over five years A235 1,437 M.6.a.(4)
b. Floating rate time deposits of $100,000 or more with a
repricing frequency of:
(1) Quarterly or more frequently A236 9,317 M.6.b.(1)
(2) Annually or more frequently, but less frequently than quarterly A237 1,235 M.6.b.(2)
(3) Every five years or more frequently, but less frequently than annually A238 0 M.6.b.(3)
(4) Less frequently than every five years A239 0 M.6.b.(4)
c. Floating rate time deposits of $100,000 or more with a remaining maturity
of one year or less (included in Memorandum items 6.b.(1) through
6.b.(4) above) A240 7,216 M.6.c.
__________
(1) Memorandum items 5 and 6 are not applicable to savings banks that must
complete supplemental Schedule RC-J.
20
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Call Date: 3/31/97 ST-BK: 48-3926 FFIEC 031
Page RC-11
Schedule RC-E--Continued
Part II. Deposits in Foreign Offices (including Edge and Agreement subsidiaries
and IBFs)
Dollar Amounts in Thousands RCFN Bil Mil Thou
Deposits of:
1. Individuals, partnerships, and corporations 2621 300,870 1.
2. U.S. banks (including IBFs and foreign branches of U.S. banks) 2623 2,186 2.
3. Foreign banks (including U.S. branches and agencies of foreign banks,
including their IBFs) 2625 12 3.
4. Foreign governments and official institutions (including foreign central
banks) 2650 0 4.
5. Certified and official checks 2330 0 5.
6. All other deposits 2668 0 6.
7. Total (sum of items 1 through 6)(must equal Schedule RC, item 13.b) 2200 303,068 7.
Memorandum
Dollar Amounts in Thousands RCFN Bil Mil Thou
1. Time deposits with a remaining maturity of one year or less (included in
Part II, item 7 above) A245 303,068 M.1.
Schedule RC-F--Other Assets
C430
Dollar Amounts in Thousands Bil Mil Thou
1. Income earned, not collected on loans RCFD 2164 82,923 1.
2. Net deferred tax assets (1) RCFD 2148 68,041 2.
3. Interest-only strips receivable (not in the form of a security)
(2) on:
a. Mortgage loans RCFD A519 0
b. Other financial assets RCFD A520 0
4. Other (itemize and describe amounts that exceed 25% of this item) RCFD 2168 265,430 4.
a. Text 3549 A/R Cust. Investment Settlement RCFD 3549 89,583 4.a.
b. Text 3550 RCFD 3550 4.b.
c. Text 3551 RCFD 3551 4.c.
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 11) RCFD 2160 416,394 5.
Memorandum
Dollar Amounts in Thousands Bil Mil Thou
1. Deferred tax assets disallowed for regulatory capital purposes RCFD 5610 0 M.1.
Schedule RC-G--Other Liabilities
C435
Dollar Amounts in Thousands Bil Mil Thou
1. a. Interest accrued and unpaid on deposits in domestic offices (3) RCON 3645 23,333 1.a.
b. Other expenses accrued and unpaid (includes accrued income taxes payable) RCFD 3646 206,733 1.b.
2. Net deferred tax liabilities (1) RCFD 3049 0 2.
3. Minority interest in consolidated subsidiaries RCFD 3000 0 3.
4. Other (itemize and describe amounts that exceed 25% of this item) RCFD 2938 16,875 4.
a. Text 3552 A/P Failed Sec. Purchased-AFS RCFD 3552 4,835 4.a.
b. Text 3553 RCFD 3553 4.b.
c. Text 3554 RCFD 3554 4.c.
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20) RCFD 2930 246,941 5.
__________
(1) See discussion of deferred income taxes in Glossary entry on "income taxes."
(2) Report interest-only strips receivable in the form of a security as
available-for-sale securities in Schedule RC, item 2.b., or as trading
assets in Schedule RC, item 5, as appropriate.
(3) For savings banks, including "dividends" accrued and unpaid on deposits.
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 00832
Call Date: 3/31/97 ST-BK: 48-3926 FFIEC 031
Page RC-12
Schedule RC-H--Selected Balance Sheet Items for Domestic Offices
C440
Domestic Offices
Dollar Amounts in Thousands RCON Bil Mil Thou
1. Customers' liability to this bank on acceptances outstanding 2155 9,516 1.
2. Bank's liability on acceptances executed and outstanding 2920 9,516 2.
3. Federal funds sold and securities purchased under agreements to resell 1350 1,839,163 3.
4. Federal funds purchased and securities sold under agreements to repurchase 2800 2,058,013 4.
5. Other borrowed money 3190 75,367 5.
EITHER
6. Net due from own foreign offices, Edge and Agreement subsidiaries, and IBFs 2163 N/A 6.
OR
7. Net due to own foreign offices, Edge and Agreement subsidiaries, and IBFs 2941 139,553 7.
8. Total assets (excludes net due from foreign offices, Edge and Agreement
subsidiaries, and IBFs) 2192 22,205,653 8.
9. Total liabilities (excludes net due to foreign offices, Edge and Agreement
subsidiaries, and IBFs) 3129 20,288,626 9.
Items 10-17 include held-to-maturity and available-for-sale securities in
domestic offices.
RCON Bil Mil Thou
10. U.S. Treasury securities 1779 835,619 10.
11. U.S. Government agency and corporation obligations (exclude mortgage-backed
securities) 1785 36 11.
12. Securities issued by states and political subdivisions in the U.S. 1786 259 12.
13. Mortgage-backed securities (MBS):
a. Pass-through securities:
(1) Issued or guaranteed by FNMA, FHLMC, or GNMA 1787 2,854,487 13.a.(1)
(2) Other pass-through securities 1869 0 13.a.(2)
b. Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS):
(1) Issued or guaranteed by FNMA, FHLMC, or GNMA 1877 284,789 13.b.(1)
(2) All other mortgage-backed securities 2253 2,778 13.b.(2)
14. Other domestic debt securities 3159 0 14.
15. Foreign debt securities 3160 0 15.
16. Equity securities:
a. Investments in mutual funds and other A513 0 16.a.
equity securities with readily determinable fair values
b. All other equity securities 3169 11,784 16.b.
17. Total held-to-maturity and available-for-sale securities (sum of items 10
through 16) 3170 4,024,095 17.
Memorandum (to be completed only by banks with IBFs and other "foreign" offices)
Dollar Amounts in Thousands RCON Bil Mil Thou
EITHER
1. Net due from the IBF of the domestic offices of the reporting bank 3051 N/A M.1.
OR
2. Net due to the IBF of the domestic offices of the reporting bank 3059 N/A M.2.
22
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Call Date: 3/31/97 ST-BK: 48-3926 FFIEC 031
Page RC-13
Schedule RC-I--Selected Assets and Liabilities of IBFs
To be completed only by banks with IBFs and other "foreign" offices.
C445
Dollar Amounts in Thousands RCFN Bil Mil Thou
1. Total IBF assets of the consolidated bank (component of Schedule RC,
item 12) 2133 N/A 1.
2. Total IBF loans and lease financing receivables (component of Schedule RC-C,
part I, item 12, column A) 2076 N/A 2.
3. IBF commercial and industrial loans (component of Schedule RC-C, part I,
item 4, column A) 2077 N/A 3.
4. Total IBF liabilities (component of Schedule RC, item 21) 2898 N/A 4.
5. IBF deposit liabilities due to banks, including other IBFs (component of
Schedule RC-E, part II, items 2 and 3) 2379 N/A 5.
6. Other IBF deposit liabilities (component of Schedule RC-E, part II, items 1,
4, 5, and 6 2381 N/A 6.
Schedule RC-K-Quarterly Averages (1)
C455
Dollar Amounts in Thousands Bil Mil Thou
ASSETS
1. Interest-bearing balances due from depository institutions RCFD 3381 101 1.
2. U.S. Treasury securities and U.S. Government agency and corporation
obligations(2) RCFD 3382 3,943,745 2.
3. Securities issued by states and political subdivisions in the U.S.(2) RCFD 3383 259 3.
4. a. Other debt securities(2) RCFD 3647 2,780 4.a.
b. Equity securities(3) (includes investments in mutual funds and Federal
Reserve stock) RCFD 3648 46,127 4.b.
5. Federal funds sold and securities purchased under agreements to resell RCFD 3365 1,136,591 5.
6. Loans:
a. Loans in domestic offices:
(1) Total loans RCON 3360 12,373,386 6.a.(1)
(2) Loans secured by real estate RCON 3385 2,604,049 6.a.(2)
(3) Loans to finance agricultural production and other loans to farmers RCON 3386 42,646 6.a.(3)
(4) Commercial and industrial loans RCON 3387 6,240,543 6.a.(4)
(5) Loans to individuals for household, family, and other personal expenditures RCON 3388 2,364,819 6.a.(5)
b. Total loans in foreign offices, Edge and Agreement subsidiaries, and IBFs RCFN 3360 130,583 6.b.
7. Trading assets RCFD 3401 29,805 7.
8. Lease financing receivables (net of unearned income) RCFD 3484 139,463 8.
9. Total assets(4) RCFD 3368 20,919,613 9.
LIABILITIES
10. Interest-bearing transaction accounts in domestic offices (NOW accounts,
ATS accounts, and telephone and preauthorized transfer accounts) (exclude
demand deposits) RCON 3485 442,380 10.
11. Nontransaction accounts in domestic offices:
a. Money market deposit accounts (MMDAs) RCON 3486 3,415,342 11.a.
b. Other savings deposits RCON 3487 2,993,671 11.b.
c. Time deposits of $100,000 or more RCON A514 885,489 11.c.
d. Time deposits of less than $100,000 RCON A529 2,603,067 11.d.
12. Interest-bearing deposits in foreign offices, Edge and Agreement
subsidiaries, and IBFs RCFN 3404 386,443 12.
13. Federal funds purchased and securities sold under agreements to repurchase RCFD 3353 1,894,646 13.
14. Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases) RCFD 3355 58,585 14.
__________
(1) For all items, banks have the option of reporting either (1) an
average of daily figures for the quarter, or (2) an average of weekly
figures (i.e., the Wednesday of each week of the quarter).
(2) Quarterly averages for all debt securities should be based on
amortized cost.
(3) Quarterly averages for all equity securities should be based on
historical cost.
(4) The quarterly average for total assets should reflect all debt
securities (not held for trading) at amortized cost, equity securities
with readily determinable fair values at the lower of cost or fair
value, and equity securities without readily determinable fair values
at historical cost.
23
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Call Date: 3/31/97 ST-BK: 48-3926 FFIEC 031
Page RC-14
Schedule RC-L-Off-Balance Sheet Items
Please read carefully the instructions for the preparation of Schedule
RC-L. Some of the amounts reported in Schedule RC-L are regarded as
volume indicators and not necessarily as measures of risk.
C460
Dollar Amounts in Thousands RCFD Bil Mil Thou
1. Unused commitments:
a. Revolving, open-end lines secured by 1-4 family residential properties,
e.g., home equity lines 3814 0 1.a.
b. Credit card lines 3815 0 1.b.
c. Commercial real estate, construction, and land development:
(1) Commitments to fund loans secured by real estate 3816 562,959 1.c.(1)
(2) Commitments to fund loans not secured by real estate 6550 389,528 1.c.(2)
d. Securities underwriting 3817 0 1.d.
e. Other unused commitments 3818 8,179,256 1.e.
2. Financial standby letters of credit and foreign office guarantees 3819 1,017,245 2.
a. Amount of financial standby letters of credit conveyed to others RCFD 3820 98,741 2.a.
3. Performance standby letters of credit and foreign office guarantees 3821 149,631 3.
a. Amount of performance standby letters of credit conveyed to others RCFD 3822 2,713 3.a.
4. Commercial and similar letters of credit 3411 137,368 4.
5. Participations in acceptances (as described in the instructions) conveyed to
others by the reporting bank 3428 0 5.
6. Participations in acceptances (as described in the instructions) acquired by
the reporting (nonaccepting) bank 3429 0 6.
7. Securities borrowed 3432 28,936 7.
8. Securities lent (including customers' securities lent where the customer is
indemnified against loss by the reporting bank) 3433 17,975 8.
9. Financial assets transferred with recourse that have been
treated as sold for Call Report purposes:
a. First lien 1-to-4 family residential mortgage loans:
(1) Outstanding principal balance of mortgages transferred as of the report
date A521 0 9.a.(1)
(2) Amount of recourse exposure on these mortgages as of the report date A522 0 9.a.(2)
b. Other financial assets (excluding small business obligations reported in item
9.c):
(1) Outstanding principal balance of assets transferred as of the report
date A523 0 9.b.(1)
(2) Amount of recourse exposure on these assets as of the report date A524 0 9.b.(2)
c. Small business obligations transferred with recourse under Section 208 of the
Reigle Community Development and Regulatory Improvement Act of 1994:
(1) Outstanding principal balance of small business obligations transferred
as of the report date A549 0 9.c.(1)
(2) Amount of retained recourse on these obligations as of the report date A550 0 9.c.(2)
10. When-issued securities:
a. Gross commitments to purchase A534 0 10.a.
b. Gross commitments to sell A535 0 10.b.
11. Spot foreign exchange contracts 8765 816,274 11.
12. All other off-balance sheet liabilities (exclude off-balance sheet
derivatives) (itemize and describe each component of this item over 25% of
Schedule RC, item 28, "Total equity capital") 3430 0 12.
a. TEXT 3555 Mortgage servicing with recourse RCFD 3555 12.a.
b. TEXT 3556 RCFD 3556 12.b.
c. TEXT 3557 RCFD 3557 12.c.
d. TEXT 3558 RCFD 3558 12.d.
24
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Call Date: 3/31/97 ST-BK: 48-3926 FFIEC 031
Page RC-15
Schedule RC-L--Continued
13. All other off-balance sheet assets (exclude off-balance sheet derivatives)
(itemize and describe each component of this item over 25% of Schedule RC,
item 28, "Total equity capital") 5591 0 13.
a. Text 5592 RCFD 5592 13.a.
b. Text 5593 RCFD 5593 13.b.
c. Text 5594 RCFD 5594 13.c.
d. Text 5595 RCFD 5595 13.d.
C461
(Column A) (Column B) (Column C) (Column D)
Dollar Amounts in Thousands Interest Rate Foreign Exchange Equity Derivative Commodity and
Off-balance Sheet Derivatives Contracts Contracts Contracts Other Contracts
Position Indicators Tril Bil Mil Thou Tril Bil Mil Thou Tril Bil Mil Thou Tril Bil Mil Thou
14. Gross amounts (e.g., notional amounts)
(for each column, sum of items 14.a
through 14.e must equal sum of items
15,16.a, and 16.b):
a. Future contracts 1,950,000 0 0 0 14.a.
RCFD 8693 RCFD 8694 RCFD 8695 RCFD 8696
b. Forward contracts 0 702,398 0 0 14.b.
RCFD 8697 RCFD 8698 RCFD 8699 RCFD 8700
c. Exchange-traded option contracts:
(1) Written options 500,000 0 0 0 14.c.(1)
RCFD 8701 RCFD 8702 RCFD 8703 RCFD 8704
(2) Purchased options 1,000,000 0 0 0 14.c.(2)
RCFD 8705 RCFD 8706 RCFD 8707 RCFD 8708
d. Over-the-counter option contracts:
(1) Written options 756,751 7,213 0 0 14.d.(1)
RCFD 8709 RCFD 8710 RCFD 8711 RCFD 8712
(2) Purchased options 1,776,751 7,231 0 0 14.d.(2)
RCFD 8713 RCFD 8714 RCFD 8715 RCFD 8716
e. Swaps 5,442,678 0 0 0 14.e.
RCFD 3450 RCFD 3826 RCFD 8719 RCFD 8720
15. Total gross notional amount of derivative
contracts held for trading 4,127,524 716,824 0 0 15.
RCFD A126 RCFD A127 RCFD 8723 RCFD 8724
16. Total gross notional amount of derivative
contracts held for purposes other
than trading:
a. Contracts marked to market 2,145,000 0 0 0 16.a.
RCFD 8725 RCFD 8726 RCFD 8727 RCFD 8728
b. Contracts not marked to market 5,133,656 0 0 0 16.b.
RCFD 8729 RCFD 8730 RCFD 8731 RCFD 8732
25
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Call Date: 3/31/97 ST-BK: 48-3926 FFIEC 031
Page RC-16
Schedule RC-L--Continued
(Column A) (Column B) (Column C) (Column D)
Dollar Amounts in Thousands Interest Rate Foreign Exchange Equity Derivative Commodity and
Off-balance Sheet Derivatives Contracts Contracts Contracts Other Contracts
Position Indicators RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou
17. Gross fair values of
derivative contracts:
a. Contracts held for trading:
(1) Gross positive fair value 8733 24,164 8734 8,584 8735 0 8736 0 17.a.(1)
(2) Gross negative fair value 8737 18,525 8738 7,426 8739 0 8740 0 17.a.(2)
b. Contracts held for purposes
other than trading that
are marked to market:
(1) Gross positive fair value 8741 3,265 8742 0 8743 0 8744 0 17.b.(1)
(2) Gross negative fair value 8745 991 8746 0 8747 0 8748 0 17.b.(2)
c. Contracts held for purposes
other than trading that are
not marked to market:
(1) Gross positive fair value 8749 12,044 8750 0 8751 0 8752 0 17.c.(1)
(2) Gross negative fair value 8753 1,459 8754 0 8755 0 8756 0 17.c.(2)
Memoranda Dollar Amounts in Thousands RCFD Bil Mil Thou
1.-2. Not applicable
3. Unused commitments with an original maturity exceeding one year that are
reported in Schedule RC-L, items 1.a through 1.e, above (report only the
unused portions of commitments that are fee paid or otherwise legally
binding) 3833 5,365,303 M.3.
a. Participations in commitments with an original maturity
exceeding one year conveyed to others RCFD 3834 44,878 M.3.a.
4. To be completed only by banks with $1 billion or more in total assets:
Standby letters of credit and foreign office guarantees (both financial and
performance) issued to non-U.S. addresses (domicile) included in Schedule
RC-L, items 2 and 3, above 3377 47,933 M.4.
5. Installment loans to individuals for household, family, and other personal
expenditures that have been securitized and sold without recourse (with
servicing retained), amounts outstanding by type of loan:
a. Loans to purchase private passenger automobiles (to be completed
for the September report only) 2741 N/A M.5.a.
b. Credit cards and related plans (TO BE COMPLETED QUARTERLY) 2742 0 M.5.b.
c. All other consumer installment credit (including mobile home loans) 2743 N/A M.5.c.
(to be completed for the September report only)
26
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Call Date: 3/31/97 ST-BK: 48-3926 FFIEC 031
Page RC-17
Schedule RC-M--Memoranda
C465
Dollar Amounts in Thousands RCFD Bil Mil Thou
1. Extensions of credit by the reporting bank to its executive officers,
directors, principal shareholders, and their related interests as of the
report date:
a. Aggregate amount of all extensions of credit to all executive officers,
directors, principal shareholders, and their related interests. 6164 22,793 1.a.
b. Number of executive officers, directors, and principal shareholders to whom
the amount of all extensions of credit by the reporting bank (including
extensions of credit to related interests) equals or exceeds the lesser of
$500,000 or 5 percent of total capital as defined for this Number
purpose in agency regulations. RCFD 6165 4 1.b.
2. Federal funds sold and securities purchased under agreements to resell with
U.S. branches and agencies of foreign banks(1) (included in Schedule RC,
items 3.) 3405 0 2.
3. Not applicable.
4. Outstanding principal balance of 1-4 family residential mortgage loans
serviced for others (include both retained servicing and purchased
servicing):
a. Mortgages serviced under a GNMA contract 5500 0 4.a.
b. Mortgages serviced under a FHLMC contract:
(1) Serviced with recourse to servicer 5501 0 4.b.(1)
(2) Serviced without recourse to servicer 5502 0 4.b.(2)
c. Mortgages serviced under a FNMA contract:
(1) Serviced under a regular option contract 5503 0 4.c.(1)
(2) Serviced under a special option contract 5504 0 4.c.(2)
d. Mortgages serviced under other servicing contracts 5505 0 4.d.
5. To be completed only by banks with $1 billion or more in total assets:
Customers' liability to this bank on acceptances outstanding (sum of items
5.a and 5.b must equal Schedule RC, item 9):
a. U.S. addresses (domicile) 2103 5,491 5.a.
b. Non-U.S. addresses (domicile) 2104 4,025 5.b.
6. Intangible assets:
a. Mortgage servicing rights 3164 0 6.a.
b. Other identifiable intangible assets:
(1) Purchased credit card relationships 5506 0 6.b.(1)
(2) All other identifiable intangible assets 5507 90,720 6.b.(2)
c. Goodwill 3163 320,680 6.c.
d. Total (sum of items 6.a through 6.c) (must equal Schedule RC, item 10) 2143 411,400 6.d.
e. Amount of intangible assets (included in item 6.b.(2) above) that have been
grandfathered or are otherwise qualifying for regulatory capital purposes 6442 0 6.e.
7. Mandatory convertible debt, net of common or perpetual preferred stock
dedicated to redeem the debt 3295 0 7.
__________
(1) Do not report federal funds sold and securities purchased under agreements
to resell with other commercial banks in the U.S. in this item.
27
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Call Date: 3/31/97 ST-BK: 48-3926 FFIEC 031
Page RC-18
Schedule RC-M--Continued
Dollar Amounts in Thousands Bil Mil Thou
8. a. Other real estate owned:
(1) Direct and indirect investments in real estate ventures RCFD 5372 0 8.a.(1)
(2) All other real estate owned:
(a) Construction and land development in domestic offices RCON 5508 0 8.a.(2)(a)
(b) Farmland in domestic offices RCON 5509 0 8.a.(2)(b)
(c) 1-4 family residential properties in domestic offices RCON 5510 0 8.a.(2)(c)
(d) Multifamily (5 or more) residential properties in domestic offices RCON 5511 0 8.a.(2)(d)
(e) Nonfarm nonresidential properties in domestic offices RCON 5512 248 8.a.(2)(e)
(f) In foreign offices RCFN 5513 0 8.a.(2)(f)
(3) Total (sum of items 8.a.(1) and 8.a.(2)) (must equal Schedule RC, item 7) RCFD 2150 248 8.a.(3)
b. Investments in unconsolidated subsidiaries and associated companies:
(1) Direct and indirect investments in real estate ventures RCFD 5374 0 8.b.(1)
(2) All other investments in unconsolidated subsidiaries and associated
companies RCFD 5375 0 8.b.(2)
(3) Total (sum of items 8.b.(1) and 8.b.(2)) (must equal Schedule RC, item 8) RCFD 2130 0 8.b.(3)
9. Noncumulative perpetual preferred stock and related surplus included in
Schedule RC, item 23, "Perpetual preferred stock and related surplus" RCFD 3778 0 9.
10. Mutual fund and annuity sales in domestic offices during the quarter
(include proprietary, private label, and third party products):
a. Money market funds RCON 6441 9,683,348 10.a.
b. Equity securities funds RCON 8427 26,129 10.b.
c. Debt securities funds RCON 8428 5,825 10.c.
d. Other mutual funds RCON 8429 79,956 10.d.
e. Annuities RCON 8430 10,658 10.e.
f. Sales of proprietary mutual funds and annuities (included in items 10.a
through 10.e above) RCON 8784 3,872,449 10.f.
11. Net unamortized realized deferred gains (losses) on off-balance sheet derivative
contracts included in assets and liabilities reported in Schedule RC RCFD A525 2,256 11.
12. Amount of assets netted against nondeposit liabilities and deposits in foreign
offices (other than insured branches in Puerto Rico and U.S. territories and
possessions) on the balance sheet (Schedule RC) in accordance with generally
accepted accounting principles (1) RCFD A526 0 12.
Dollar Amounts in Thousands
Memorandum RCFD Bil Mil Thou
1. Reciprocal holdings of banking organizations' capital instruments
(to be completed for the December report only) 3836 N/A M.1.
28
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 00832
Call Date: 3/31/97 ST-BK: 48-3926 FFIEC 031
Page RC-19
Schedule RC-N--Past Due and Nonaccrual Loans, Leases, and Other Assets
The FFIEC regards the information reported in all of Memorandum item 1, in
items 1 through 10, column A, and in Memorandum items 2 through 4, column A,
as confidential.
C470
(Column A) (Column B) (Column C)
Past due Past due 90 Nonaccrual
30 through 89 days or more
days and still and still
accruing accruing
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou
1. Loans secured by real estate:
a. To U.S. addresses (domicile) 1245 76,203 1246 4,860 1247 25,247 1.a.
b. To non-U.S. addresses (domicile) 1248 0 1249 0 1250 0 1.b.
2. Loans to depository institutions and
acceptances of other banks:
a. To U.S. banks and other U.S. depository
institutions 5377 0 5378 0 5379 0 2.a.
b. To foreign banks 5380 0 5381 0 5382 0 2.b.
3. Loans to finance agricultural production
and other loans to farmers 1594 250 1597 0 1583 1,991 3.
4. Commercial and industrial loans:
a. To U.S. addresses (domicile) 1251 148,447 1252 44,919 1253 59,627 4.a.
b. To non-U.S. addresses (domicile) 1254 453 1255 0 1256 1 4.b.
5. Loans to individuals for household, family,
and other personal expenditures:
a. Credit cards and related plans 5383 1,310 5384 971 5385 0 5.a.
b. Other (includes single payment,
installment and all student loans) 5386 41,725 5387 8,816 5388 2,426 5.b.
6. Loans to foreign governments and official
institutions 5389 0 5390 0 5391 0 6.
7. All other loans 5459 6,287 5460 3,265 5461 1,738 7.
8. Lease financing receivables:
a. Of U.S. addresses (domicile) 1257 0 1258 0 1259 0 8.a.
b. Of non-U.S. addresses (domicile) 1271 0 1272 0 1791 0 8.b.
9. Debt securities and other assets (exclude
other real estate owned and other
repossessed assets) 3505 42 3506 0 3507 0 9.
Amounts reported in items 1 through 8 above include guaranteed and unguaranteed
portions of past due and nonaccrual loans and leases. Report in item 10 below
certain guaranteed loans and leases that have already been included in the
amounts reported in items 1 through 8.
RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou
10. Loans and leases reported in items 1
through 8 above which are wholly or
partially guaranteed by the U.S.
Government. 5612 3,568 5613 2,979 5614 3,770 10.
a. Guaranteed portion of loans and leases
included in item 10 above. 5615 2,876 5616 2,903 5617 3,016 10.a.
29
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Call Date: 3/31/97 ST-BK: 48-3926 FFIEC 031
Page RC-20
Schedule RC-N--Continued
C473
(Column A) (Column B) (Column C)
Past due Past due 90 Nonaccrual
30 through 89 days or more
days and still and still
accruing accruing
Memoranda
Dollar Amounts in Thousands RCFD Bil Mil Tho RCFD Bil Mil Thou RCFD Bil Mil Thou
1. Restructured loans and leases included
in Schedule RC-N, items 1 through 8,
above (and not reported in Schedule RC-C,
part I, Memorandum item 2) 1658 0 1659 0 1661 2,303 M.1.
2. Loans to finance commercial real estate,
construction, and land development
activities (not secured by real estate)
included in Schedule RC-N, items 4
and 7, above 6558 62,264 6559 3,182 6560 954 M.2.
RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
3. Loans secured by real estate in domestic
offices
(included in Schedule RC-N, item 1, above):
a. Construction and land development 2759 23,840 2769 0 3492 1,906 M.3.a.
b. Secured by farmland 3493 0 3494 0 3495 411 M.3.b.
c. Secured by 1-4 family residential
properties:
(1) Revolving, open-end loans secured by
1-4 family residential properties and
extended under lines of credit 5398 0 5399 0 5400 0 M.3.c.(1)
(2) All other loans secured by 1-4 family
residential properties 5401 20,724 5402 1,262 5403 10,519 M.3.c.(2)
d. Secured by multifamily (5 or more)
residential properties 3499 7,061 3500 48 3501 900 M.3.d.
e. Secured by nonfarm nonresidential
properties 3502 24,578 3503 3,550 3504 11,511 M.3.e.
(Column A) (Column B)
Past due 30 Past due 90
through 89 days days or more
RCFD Bil Mil Thou RCFD Bil Mil Thou
4. Interest rate, foreign exchange rate, and
other commodity and equity contracts:
a. Book value of amounts carried as assets 3522 0 3528 0 M.4.a.
b. Replacement cost of contracts with a
positive replacement cost 3529 0 3530 0 M.4.b.
Person to whom questions about the Reports of Condition and Income should be
directed: C477
Karen Gatenby, Vice President (713)216-5263
Name and Title (TEXT 8901) Area code/phone number/extension
(TEXT 8902)
30
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Call Date: 3/31/97 ST-BK: 48-3926 FFIEC 031
Page RC-21
Schedule RC-O--Other Data for Deposit Insurance Assessments
C475
Dollar Amounts in Thousands RCON Bil Mil Thou
1. Unposted debits (see instructions):
a. Actual amount of all unposted debits 0030 N/A 1.a.
or
b. Separate amount of unposted debits:
(1) Actual amount of unposted debits to demand deposits 0031 0 1.b.(1)
(2) Actual amount of unposted debits to time and savings deposits (1) 0032 0 1.b.(2)
2. Unposted credits (see instructions):
a. Actual amount of all unposted credits 3510 N/A 2.a.
or
b. Separate amount of unposted credits:
(1) Actual amount of unposted credits to demand deposits 3512 0 2.b.(1)
(2) Actual amount of unposted credits to time and savings deposits (1) 3514 0 2.b.(2)
3. Uninvested trust funds (cash) held in bank's own trust department (not
included in total deposits in domestic offices) 3520 44,395 3.
4. Deposits of consolidated subsidiaries in domestic offices and in insured
branches in Puerto Rico and U.S. territories and possessions (not included
in total deposits):
a. Demand deposits of consolidated subsidiaries 2211 2,509 4.a.
b. Time and savings deposits (1) of consolidated subsidiaries 2351 17 4.b.
c. Interest accrued and unpaid on deposits of consolidated subsidiaries 5514 0 4.c.
5. Deposits in insured branches in Puerto Rico and U.S. territories and
possessions:
a. Demand deposits in insured branches (included in Schedule RC-E, Part II) 2229 0 5.a.
b. Time and savings deposits (1) in insured branches (included in Schedule
RC-E, Part II) 2383 0 5.b.
c. Interest accrued and unpaid on deposits in insured branches (included in
Schedule RC-G, item 1.b) 5515 0 5.c.
6. Reserve balances actually passed through to the Federal Reserve by the
reporting bank on behalf of its respondent depository institutions that are
also reflected as deposit liabilities of the reporting bank:
a. Amount reflected in demand deposits (included in Schedule RC-E, Part I, item 4 or 5,
column B) 2314 1,473 6.a.
b. Amount reflected in time and savings deposits (1) (included in Schedule
RC-E, Part I, item 4 or 5, column A or C, but not column B) 2315 0 6.b.
7. Unamortized premiums and discounts on time and savings deposits:(1),(2)
a. Unamortized premiums 5516 817 7.a.
b. Unamortized discounts 5517 0 7.b.
8. To be completed by banks with "Oakar deposits."
a. Deposits purchased or acquired from other FDIC-insured institutions during
the quarter (exclude deposits purchased or acquired from foreign offices other
than insured branches in Puerto Rico and U.S. territories and possessions):
(1) Total deposits purchased or acquired from other FDIC-insured institutions
during the quarter A531 N/A 8.a.(1)
(2) Amount of purchased or acquired deposits reported in item 8.a.(1) above
attributable to a secondary fund (i.e., BIF members report deposits
attributable to SAIF; SAIF members report deposits attributable to BIF) A532 N/A 8.a.(2)
b. Total deposits sold or transferred to other FDIC-insured institutions during
the quarter (exclude sales or transfers by the reporting bank of deposits in
foreign offices other than insured branches in Puerto Rico and U.S. territories
and possessions) A533 N/A 8.b.
__________
(1) For FDIC insurance assessment purposes, "time and savings deposits"
consists of nontransaction accounts and all transaction accounts other than
demand deposits.
(2) Exclude Core deposit intangibles.
31
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Call Date: 3/31/97 ST-BK: 48-3926 FFIEC 031
Page RC-22
Schedule RC-O--Continued
Dollar Amounts in Thousands RCON Bil Mil Thou
9. Deposits in lifeline accounts 5596 9.
10. Benefit-responsive "Depository Institution Investment Contracts" (included
in total deposits in domestic offices) 8432 0 10.
11. Adjustments to demand deposits in domestic offices and in insured branches in
Puerto Rico and U.S. territories and possessions reported in Schedule RC-E for
certain reciprocal demand balances:
a. Amount by which demand deposits would be reduced if the reporting bank's
reciprocal demand balances with the domestic offices of U.S. banks and
savings associations and insured branches in Puerto Rico and U.S. territories
and possessions that were reported on a gross basis in Schedule RC-E had
been reported on a net basis 8785 0 11.a.
b. Amount by which demand deposits would be increased if the reporting bank's
reciprocal and the U.S. branches and agencies of foreign banks were reported
on a gross basis rather than a net basis in Schedule RC-E A181 0 11.b.
c. Amount by which demand deposits would be reduced if cash items in process of
collection were included in the calculation of net reciprocal demand
balances between the reporting bank and the domestic offices of U.S. banks
and savings associations in Schedule RC-E A182 0 11.c.
12. Amount of assets netted against deposit liabilities in domestic offices and in
insured branches in Puerto Rico and U.S. territories and possessions on the balance
sheet (Schedule RC) in accordance with generally accepted accounting principles
(exclude amounts related to reciprocal demand balances):
a. Amount of assets netted against demand deposits A527 0 12.a.
b. Amount of assets netted against time and savings deposits A528 0 12.b.
Memoranda (to be completed each quarter except as noted)
Dollar Amounts in Thousands RCON Bil Mil Thou
1. Total deposits in domestic offices of the bank (sum of Memorandum items 1a.
(1) and 1.b.(1) must equal schedule RC, item 13.a):
a. Deposit accounts of $100,000 or less:
(1) Amount of deposit accounts of $100,000 or less 2702 8,482,407 M.1.a.(1)
(2) Number of deposit accounts of $100,000 or less (to be completed for the
June report only) Number
RCON 3779 N/A M.1.a.(2)
b. Deposit accounts of more than $100,000:
(1) Amount of deposit accounts of more than $100,000 2710 8,082,279 M.1.b.(1)
Number
(2) Number of deposit accounts of more than $100,000 RCON 2722 18,642 M.1.b.(2)
2. Estimated amount of uninsured deposits in domestic offices of the bank:
a. An estimate of your bank's uninsured deposits can be determined by
multiplying the number of deposit accounts of more than $100,000 reported
in Memorandum item 1.b.(2) above by $100,000 and subtracting the result from
the amount of deposit accounts of more than $100,000 reported in Memorandum
item 1.b.(1) above.
Indicate in the appropriate box at the right whether your bank has a method or
procedure for determining a better estimate of uninsured deposits than the
estimate described above Yes No
6861 X M.2.a.
b. If the box marked Yes has been checked, report the estimate of uninsured RCON Bil Mil Thou
deposits determined by using your bank's method or procedure 5597 N/A M.2.b.
3. Has the reporting institution been consolidated with a parent bank or savings
association in that parent bank's or parent savings assocation's
Call Report or Thrift Financial Report?
If so, report the legal title and FDIC Certificate Number of the parent bank or
parent savings association: FDIC Cert No.
TEXT A545 N/A RCON A545 N/A M.3.
32
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Call Date: 3/31/97 ST-BK: 48-3926 FFIEC 031
Page RC-23
Schedule RC-R--Regulatory Capital
This schedule must be completed by all banks as follows: Banks that
reported total assets of $1 billion or more in Schedule RC, item 12,
for June 30, 1996, must complete items 2 through 9 and Memoranda items
1 and 2. Banks with assets of less than $1 billion must complete
items 1 through 3 below or Schedule RC-R in its entirety, depending on
their response to item 1 below.
1. Test for determining the extent to which Schedule RC-R must be completed.
To be completed only by banks with total assets of less than $1 billion. C480
Indicate in the appropriate box at the right whether the bank has total capital Yes No
greater than or equal to eight percent of adjusted total assets. RCFD 6056 1.
For purposes of this test, adjusted total assets equals total assets
less cash, U.S. Treasuries, U.S. Government agency obligations, and 80
percent of U.S. Government-sponsored agency obligations plus the
allowance for loan and lease losses and selected off-balance sheet
items as reported on Schedule RC-L (see instructions).
If the box marked YES has been checked, then the bank only has to complete
items 2 and 3 below. If the box marked NO has been checked, the bank must
complete the remainder of this schedule.
A NO response to item 1 does not necessarily mean that the bank's actual
risk-based capital ratio is less than eight percent or that the bank is not
in compliance with the risk-based capital guidelines.
NOTE: All banks are required to complete items 2 and 3 below. See optional
worksheet for items 3.a through 3.f.
Dollar Amounts in Thousands RCFD Bil Mil Thou
2. Portion of qualifying limited-life capital instruments
(original weighted average maturity of at least five
years) that is includible in Tier 2 capital:
a. Subordinated debit(1) and intermediate term preferred stock A515 345,000 2.a.
b. Other limited-life capital instruments A516 0 2.b.
3. Amounts used in calculating regulatory capital ratios
(report amounts determined by the bank for its own
internal regulatory capital analyses consistent with applicable
capital standards):
a. Tier 1 capital 8274 1,422,330 3.a.
b. Tier 2 capital 8275 569,007 3.b.
c. Total risk-based capital 3792 1,991,337 3.c.
d. Excess allowance for loan and lease losses (amount that exceeds
1.25% of gross risk-weighted assets) A222 20,711 3.d.
e. Net risk-weighted assets (gross risk-weighted assets less excess
allowance reported in item 3.d above and all other deductions) A223 17,899,862 3.e.
f. "Average total assets" (quarterly average reported in Schedule RC-K,
item 9, less all assets deducted from Tier 1 capital)(2) A224 20,919,613 3.f.
Items 4-9 and Memoranda items 1 and 2 are to be completed by banks that
answered NO to item 1 above and by banks with total assets of $1 billion or
more.
(Column A) (Column B)
Assets Credit Equiv-
Recorded alent Amount
on the of Off-Balance
Balance Sheet Sheet Items(2)
RCFD Bil Mil Thou RCFD Bil Mil Thou
4. Assets and credit equivalent amounts of off-balance sheet items
assigned to the Zero percent risk category:
a. Assets recorded on the balance sheet 5163 2,901,114 4.a.
b. Credit equivalent amount of off-balance sheet items 3796 1,350 4.b.
__________
(1) Exclude mandatory convertible debt reported in Schedule RC-M, item 7.
(2) Do not deduct excess allowance for loan and lease losses.
(3) Do not report in column B the risk-weighted amount of assets reported in
column A.
33
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Call Date: 3/31/97 ST-BK: 48-3926 FFIEC 031
Page RC-24
Schedule RC-R--Continued
(Column A) (Column B)
Assets Credit Equiv-
Recorded alent Amount
on the of Off-Balance
Balance Sheet Sheet Items (1)
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou
5. Assets and credit equivalent amounts of off-balance
sheet items assigned to the 20 percent risk category:
a. Assets recorded on the balance sheet 5165 5,874,315 5.a.
b. Credit equivalent amount of off-balance sheet items 3801 161,526 5.b.
6. Assets and credit equivalent amounts of off-balance
sheet items assigned to the 50 percent risk category:
a. Assets recorded on the balance sheet 3802 831,725 6.a.
b. Credit equivalent amount of off-balance sheet items 3803 74,193 6.b.
7. Assets and credit equivalent amounts of off-balance sheet
items assigned to the 100 percent risk category:
a. Assets recorded on the balance sheet 3804 12,608,706 7.a.
b. Credit equivalent amount of off-balance sheet items 3805 3,651,739 7.b.
8. On-balance sheet asset values excluded from and deducted in
the calculation of the risk-based capital ratio (2) 3806 398,381 8.
9. Total assets recorded on the balance sheet (sum of items
4.a, 5.a, 6.a, 7.a, and 8, column A)(must equal Schedule RC,
item 12 plus items 4.b and 4.c) 3807 22,614,241 9.
Memoranda
Dollar Amounts in Thousands RCFD Bil Mil Thou
1. Current credit exposure across all off-balance sheet derivative contracts
covered by the risk-based capital standards 8764 38,506 M.1.
With a remaining maturity of
(Column A) (Column B) (Column C)
One year or less Over one year Over five years
through five years
RCFD Tril Bil Mil Thou RCFD Tril Bil Mil Thou RCFD Tril Bil Mil Thou
2. Notional principal amounts of
off-balance sheet derivative
contracts (3):
a. Interest rate contracts 3809 4,576,413 8766 3,049,237 8767 573,778 M.2.a.
b. Foreign exchange contracts 3812 657,818 8769 9,494 8770 42,299 M.2.b.
c. Gold contracts 8771 0 8772 0 8773 0 M.2.c.
d. Other precious metals contracts 8774 0 8775 0 8776 0 M.2.d.
e. Other commodity contracts 8777 0 8778 0 8779 0 M.2.e.
f. Equity derivative contracts A000 0 A001 0 A002 0 M.2.f.
__________
(1) Do not report in column B the risk-weighted amount of assets
reported in column A.
(2) Include the difference between the fair value and the amortized
cost of available-for-sale securities in item 8 and report the
amortized cost of these debt securities in items 4 through 7 above.
For available-for-sale equity securities, if fair value exceeds cost,
include the difference between the fair value and the cost in items 8
and report the cost of these equity securities in items 5 through 7
above; if cost exceeds fair value, report the fair value of these
equity securities in items 5 through 7 above and include no amount
in item 8. Item 8 also includes on-balance sheet asset values (or
portions thereof) of off-balance sheet interest rate, foreign exchange
rate, and commodity contracts and those contracts (e.g., futures contracts)
not subject to risk-based capital. Exclude from item 8 margin accounts and
accrued receivables not included in the calculation of credit equivalent
amounts of off-balance sheet derivatives as well as any portion of the
allowance for loan and lease losses in excess of the amount that may be
included in Tier 2 capital.
(3) Exclude foreign exchange contracts with an original maturity of 14
days or less and all futures contracts.
34
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Call Date: 3/31/97 ST-BK: 48-3926 FFIEC 031
Page RC-25
Optional Narrative Statement Concerning the Amounts Reported in the
Reports of Condition and Income at close of business on June 30, 1996
Texas Commerce Bank National Association Richmond, Virginia
Legal Title of Bank City State
The management of the reporting bank may, if it wishes, submit a brief
narrative statement on the amounts reported in the Reports of
Condition and Income. This optional statement will be made available
to the public, along with the publicly available data in the Reports
of Condition and Income, in response to any request for individual
bank report data. However, the information reported in column A and
in all of Memorandum item 1 of Schedule RC-N is regarded as
confidential and will not be released to the public. BANKS CHOOSING
TO SUBMIT THE NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT
DOES NOT CONTAIN THE NAMES OR OTHER IDENTIFICATIONS OF INDIVIDUAL BANK
CUSTOMERS, REFERENCES TO THE AMOUNTS REPORTED IN THE CONFIDENTIAL
ITEMS IN SCHEDULE RC-N, OR ANY OTHER INFORMATION THAT THEY ARE NOT
WILLING TO HAVE MADE PUBLIC OR THAT WOULD COMPROMISE THE PRIVACY OF
THEIR CUSTOMERS. Banks choosing not to make a statement may check the
"No comment" box below and should make no entries of any kind in the
space provided for the narrative statement; i.e., DO NOT enter in this
space such phrases as "No statement," "Not applicable," "N/A," "No
comment," and "None."
The optional statement must be entered on this sheet. The statement
should not exceed 100 words. Further, regardless of the number of
words, the statement must not exceed 750 characters, including
punctuation, indentation, and standard spacing between words and
sentences. If any submission should exceed 750 characters, as
defined, it will be truncated at 750 characters with no notice to the
submitting bank and the truncated statement will appear as the bank's
statement both on agency computerized records and in computer-file
releases to the public.
All information furnished by the bank in the narrative statement must
be accurate and not misleading. Appropriate efforts shall be taken by
the submitting bank to ensure the statement's accuracy. The statement
must be signed, in the space provided below, by a senior officer of
the bank who thereby attests to its accuracy.
If, subsequent to the original submission, material changes are
submitted for the data reported in the Reports of Condition and
Income, the existing narrative statement will be deleted from the
files, and from disclosure; the bank, at its option, may replace it
with a statement, under signature, appropriate to the amended data.
The optional narrative statement will appear in agency records and in
release to the public exactly as submitted (or amended as described in
the preceding paragraph) by the management of the bank (except for the
truncation of statements exceeding the 750-character limit described
above). THE STATEMENT WILL NOT BE EDITED OR SCREENED IN ANY WAY BY
THE SUPERVISORY AGENCIES FOR ACCURACY OR RELEVANCE. DISCLOSURE OF THE
STATEMENT SHALL NOT SIGNIFY THAT ANY FEDERAL SUPERVISORY AGENCY
HAS VERIFIED OR CONFIRMED THE ACCURACY OF THE INFORMATION CONTAINED
THEREIN. A STATEMENT TO THIS EFFECT WILL APPEAR ON ANY PUBLIC RELEASE
OF THE OPTIONAL STATEMENT SUBMITTED BY THE MANAGEMENT OF THE REPORTING
BANK.
No comment [] (RCON 6979) C471 C472
BANK MANAGEMENT STATEMENT (please type or print clearly):
(TEXT 6980)
_____________________________________ _________________
Signature of Executive Officer of Bank Date of Signature
35
Legal Title of Bank: Texas Commerce Bank National Association
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Call Date: 3/31/97 ST-BK: 48-3926
THIS PAGE IS TO BE COMPLETED BY ALL BANKS
CALL NO. 199 31 03-31-97 OMB No. for OCC: 1557-0081
STBK: 48-3926 00373 STCERT: 48-03263 OMB No. For FDIC: 3064-0052
OMB No. For Federal Reserve: 7100-0036
TEXAS COMMERCE BANK NATIONAL ASSOCIATION Expiration Date: 3/31/99
712 MAIN STREET
HOUSTON, TX 77001 SPECIAL REPORT
(Dollar Amounts in Thousands)
Close of Business FDIC Certificate Number
Date
3/31/97 03263 C-700
LOANS TO EXECUTIVE OFFICERS (Complete as of each Call Report Date)
The following information is required by Public Laws 90-44 and 102-
242, but does not constitute a part of the Report of Condition. With
each Report of Condition, these Laws require all banks to furnish a
report of all loans or other extensions of credit to their executive
officers made since the date of the previous Report of Condition.
Data regarding individual loans or other extensions of credit are not
required. If no such loans or other extensions of credit were made
during the period, insert "none" against subitem (a). (Exclude the
first $15,000 of indebtedness of each executive officer under bank
credit card plan.) See Sections 215.2 and 215.3 of Title 12 of the
Code of Federal Regulations (Federal Reserve Board Regulation O) for
the definitions of "executive officer" and "extension of credit,"
respectively. Exclude loans and other extensions of credit to
directors and principal shareholders who are not executive officers.
a. Number of loans made to executive officers since the
previous Call Report date RCFD 3561 0 a.
b. Total dollar amount of above loans (in thousands of
dollars) RCFD 3562 0 b.
c. Range of interest charged on above loans
(example: 9 3/4% = 9.75) RCFD 7701 0.00% to
RCFD 7702 0.00% c.
SIGNATURE AND TITLE OF OFFICER AUTHORIZED TO SIGN REPORT DATE (Month, Day, Year)
NAME AND TITLE OF PERSON TO WHOM INQUIRIES MAY BE DIRECTED (TEXT 8903) AREA CODE/PHONE NUMBER/EXTENSION
(TEXT 8904)
Karen Gatenby, Vice President (713)216-5263
FDIC 8040/53 (6/95)
36