Securities and Exchange Commission
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
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Check if an Application to Determine Eligibility of a Trustee
Pursuant to Section 305(b)(2)______
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FIRSTAR BANK, N.A.
(Exact name of trustee as specified in its charter)
Wisconsin 39-0281225
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U. S. National Bank) Identification Number)
777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
(Address of principal executive offices) (Zip Code)
Firstar Bank, N.A.
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Telephone (414) 765-5725
(Name, address, and telephone number of agent for service)
Alliant Energy Resources, Inc.
(Exact name of obligor as specified in its charter)
Wisconsin 39-1605561
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
200 First Street SE
Cedar Rapids, Iowa 52401
(Address of principal executive offices) (Zip Code)
7 3/8% Senior Notes due 2009
(Title of indenture securities)
Alliant Energy Corporation
(Exact name of obligor as specified in its charter)
Wisconsin 39-1380265
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
222 West Washington Avenue
Madison, Wisconsin 53703 53703
(Address of principal executive offices) (Zip Code)
Guarantees of 7 3/8% Senior Notes due 2009
(Title of indenture securities)
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Comptroller of the Currency, Washington, D.C.
Federal Deposit Insurance Corporation, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
The corporate 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.
The obligor is not an affiliate of the trustee.
Item 3. Voting Securities of the Trustee.
Furnish the following information as to each class of voting
securities of the trustee:
As of December 13, 1999
Col. A Col. B
Title of class Amount outstanding
Per General Instruction B to Form T-1, no response is required to this
item as the obligor is not presently in default.
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:
(a) Title of the securities outstanding under each such other
indenture.
Per General Instruction B to Form T-1, no response is required
to this item as the obligor is not presently in default.
(b) 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.
Per General Instruction B to Form T-1, no response is required
to this item as the obligor is not presently in default.
Item 5. Interlocking Directorates and Similar Relationships with the
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.
Per General Instruction B to Form T-1, no response is required to this
item as the obligor is not presently in default.
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 December 13, 1999
Col. A Col. B Col. C Col. D
Name of owner Title of class Amount owned Percentage of
beneficially voting securities
represented by
amount given
in Col. C
Per General Instruction B to Form T-1, no response is required to this
item as the obligor is not presently in default.
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 December 13, 1999
Col. A Col. B Col. C Col. D
Name of owner Title of class Amount owned Percentage of
beneficially voting securities
represented by
amount given
in Col. C
Per General Instruction B to form T-1, no response is required to this
item as the obligor is not presently in default.
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 December 13, 1999
Col. A Col. B Col. C Col. D
Title of class Whether Amount owned Percent of
the securities beneficially or held class represented
are voting as collateral security by amount given
or nonvoting for obligations in Col. C
securities in default
Per General Instruction B to Form T-1, no response is required to this
item as the obligor is not presently in default.
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 December 13, 1999
Col. A Col. B Col. C Col. D
Name of Amount Amount owned Percent of
issuer and outstanding beneficially or held class represented
title of class as collateral security by amount given
for obligations in in Col. C
default by trustee
Per General Instruction B to Form T-1, no response is required to this
item as the obligor is not presently in default.
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 percent 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:
As of December 13, 1999
Col. A Col. B Col. C Col. D
Name of Amount Amount owned Percent of
issuer and outstanding beneficially or held class represented
title of class as collateral security by amount given
for obligations in in Col. C
default by trustee
Per General Instruction B to Form T-1, no response is required to this
item as the obligor is not presently in default.
Item 11. Ownership or Holdings by the Trustee of any Securities of a Person
Owning 50 Percent 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 percent 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 December 13, 1999
Col. A Col. B Col. C Col. D
Name of Amount Amount owned Percent of
issuer and outstanding beneficially or held class represented
title of class as collateral security by amount given
for obligations in in Col. C
default by trustee
Per General Instruction B to Form T-1, no response is required to this
item as the obligor is not presently in default.
Item 12. Indebtedness of the Obligor to the Trustee.
Except as noted in the instructions, if the obligor is indebted to the
trustee, furnish the following information:
As of December 13, 1999
Col. A Col. B Col. C
Nature of indebtedness Amount outstanding Date due
Per General Instruction B to Form T-1, no response is required to this
item as the obligor is not presently in default.
Item 13. Defaults by the Obligor.
(a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such
default.
Per General Instruction B to Form T-1, no response is required to this
item as the obligor is not presently in default.
(b) 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.
Per General Instruction B to Form T-1, no response is required to this
item as the obligor is not presently in default.
Item 14. Affiliations with the Underwriters.
If any underwriter is an affiliate of the trustee, describe each such
affiliation.
Per General Instruction B to Form T-1, no response is required to this
item as the obligor is not presently in default.
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 Firstar Bank, N.A. as now
in effect (filed herewith).
2. Certificate of authority of the Trustee to commence business
(contained in Exhibit 1).
3. Authorization of the Trustee to exercise trust (filed herewith).
4. A copy of the existing By-Laws of Firstar Bank, N.A. (filed
herewith).
6. The consent of the Trustee required by Section 321(b) of the Trust
Indenture Act of 1939 (filed herewith).
7. A copy of the latest report of condition of the Trustee (formerly
known as Firstar Bank Milwaukee, N.A.) published pursuant to law or
the requirement of its supervising or examining authority (filed
herewith).
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, Firstar Bank, N.A., a corporation organized and existing under the laws
of the United States, has duly caused this statement of eligibility to be signed
on its behalf by the undersigned, thereunto duly authorized, all in the City of
Milwaukee, and State of Wisconsin, on the 13th day of December, 1999.
FIRSTAR BANK, N.A.
(Trustee)
By: /s/Yvonne Siira
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Yvonne Siira, Assistant Vice President
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(Name and title)
By: /s/Pamela Warner
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Pamela Warner, Assistant Secretary
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(Name and title)
Exhibit 1
FIRSTAR BANK, NATIONAL ASSOCIATION
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CHARTER NO. 24
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ARTICLES OF ASSOCIATION
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FIRST: The title of this Association shall be "Firstar Bank, National
Association".
SECOND: The main office of the Association shall be in the city of Cincinnati,
County of Hamilton, State of Ohio. The general business of the Association shall
be conducted at its main office and its branches.
THIRD: The Board of Directors of this Association shall consist of not less than
five (5) nor more than twenty-five (25) shareholders, the exact number of
Directors within such minimum and maximum limits to be fixed and determined from
time to time by resolution of a majority of the full Board of Directors or by re
solution of the shareholders at any annual or special meeting thereof. Unless
otherwise provided by the laws of the United States, any vacancy in the Board of
Directors for any reason, including an increase in the number thereof, may be
filled by action of the Board of Directors.
FOURTH: The annual meeting of the shareholders for the election of Directors and
the transaction of whatever other business may be brought before said meeting
shall be held at the main office or such other place as the Board of Directors
may designate, on the day of each year specified thereof by the Bylaws, but if
no election is held on that day, it may be held on any subsequent day according
to the provisions of law; and all elections shall be held according to the
provisions of law; and all elections shall be held according to such lawful
regulations as may be prescribed by the Board of Directors.
FIFTH: The authorized amount of capital stock of this Association shall be
3,640,000 shares of common stock of the par value of five dollars ($5.00) each,
but said capital stock may be increased or decreased from time to time, in
accordance with the provisions of the laws of the United States.
No holder of shares of the capital stock of any class of the Association shall
have any pre-emptive or preferential right of subscription to any shares of any
class of stock of the Association, whether now or hereafter authorized, or to
any obligations convertible into stock of the Association issued or sold, nor
any right of subscription to any thereof other than such, if any, as the Board
of Directors, in its discretion, may from time to time determine and at such
price as the Board of Directors may from time to time fix.
The Association, at any time and from time to time, may authorize and issue debt
obligations, Whether or not subordinated, without the approval of the
shareholders.
SIXTH: The Board of Directors shall appoint one of its members President of this
Association, who shall be Chairman of the Board, unless the Board appoints
another Director to be the Chairman. The Board of Directors shall have the power
to appoint one or more Vice Presidents; and to appoint a Cashier and such other
officers and employees as may be required to transact the business of this
Association. The Board of Directors shall have the power to define the duties of
the officers and employees of the Association; to fix the salaries to be paid to
them; to dismiss them; to require bonds from them and to fix the penalty
thereof; to regulate the manner in which any increase of the capital of the
Association shall be made; to manage and administer the business and affairs of
the Association; to make all Bylaws that it may be lawful for them to make and
generally to do and perform all acts that it may be legal for a Board of
Directors to do and perform.
SEVENTH: The Board of Directors, without need for approval of shareholders,
shall have the power to change the location of the main office of this
Association to any other place within the limits of Cincinnati, Ohio, without
the approval of the shareholders, and shall have the power to establish or
change the location of any branch or branches of the Association to any other
location, without the approval of the shareholders, but subject to the approval
of the Comptroller of the Currency.
EIGHTH: The corporate existence of this Association shall continue until
terminated in accordance with the laws of the United States.
NINTH: The Board of Directors of this Association, the Chairman of the Board,
the President, or any three or more shareholders owning, in the aggregate, not
less than twenty-five percent of the stock of this Association, may call a
special meeting of shareholders at any time. Unless otherwise provided by the
laws of the United States, a notice of the time, place, and purpose of every
annual and special meeting of the shareholders shall be given by first-class
mail, postage prepaid, mailed at least ten days prior to the date of such
meeting to each shareholder of record at his address as shown upon the books of
this Association.
TENTH: Any person, his heirs, executors, or administrators, may be indemnified
or reimbursed by the Association for reasonable expenses actually incurred in
connection with any action, suit, or proceeding, civil or criminal, to which he
or they shall be made a party by reason of his being or having been a director,
officer, or employee of the Association or of any firm, corporation, or
organization which he served in any such capacity at the request of the
Association. Provided, however, that no person shall be so indemnified or
reimbursed in relation to any matter in such action, suit, or proceeding as to
which he shall finally be adjudged to have been guilty of or liable for gross
negligence, willful misconduct or criminal acts in the performance of his duties
to the Association. And, provided further, that no person shall be so
indemnified or reimbursed in relation to any matter in such action, suit, or
proceeding which has been made the subject of a compromise settlement except
with the approval of a court of competent jurisdiction, or the holders of record
of a majority of the outstanding shares of the Association, or the Board of
Directors, acting by vote of Directors not parties to the same or substantially
the same action, suit or proceeding, constituting a majority of the whole number
of Directors. And, provided further, that no director, officer or employee shall
be so indemnified or reimbursed for expenses, penalties or other payments
incurred in an administrative proceeding or action instituted by an appropriate
bank regulatory agency where said proceeding or action results in a final order
assessing civil money penalties or requiring affirmative action by an individual
or individuals in the form of payments to this Association. The foregoing right
of indemnification shall not be exclusive of other rights to which such person,
his heirs, executors, or administrators, may be entitled as a matter of law. The
Association may, upon the affirmative vote of a majority of its Board of
Directors, purchase insurance for the purpose of indemnifying its directors,
officers and other employees to the extent that such indemnification is allowed
in the preceding paragraph. Such insurance may, but need not, be for the benefit
of all directors, officers, or employees.
ELEVENTH: These Articles of Association may be amended at any regular or special
meeting of the shareholders by the affirmative vote of the holders of a majority
of the stock of this Association, unless the vote of the holders of a greater
amount of stock is required by law and in that case by the vote of the holders
of such greater amount.
r/legal/articles
Exhibit 3
Comptroller of the Currency
Administrator of National Banks
Certificate of Fiduciary Powers
I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et
seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody
and control of all records pertaining to the chartering of all National Banking
Associations.
2. "Firstar Bank, National Association," Cincinnati, Ohio, (Charter No.
24), was granted, under the hand and seal of the Comptroller, the right to act
in all fiduciary capacities authorized under the provisions of the Act of
Congress approved September 28, 1062, 76 Stat. 668, 12 U.S.C. 92a, and
that the authority so granted remains in full force and effect on the date of
this Certificate.
IN TESTIMONY WHEREOF, I have hereunto
subscribed my name and caused my seal of office to
(seal) be affixed to these presents at the Treasury
Department in the City of Washington and District
Of Columbia, this 19th day of October, 1999.
/s/ John D. Hawke, Jr.
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Comptroller of the Currency
Exhibit 4
FIRSTAR BANK, N. A.
BY-LAWS
ARTICLE I
MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING
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The annual meeting of shareholders shall be held in the main banking house of
the Association at 11:00 a.m. on the second Tuesday in March of each year.
Notice of such meeting shall be mailed to shareholders not less than ten (10)
nor more than sixty (60) days prior to the meeting date.
SECTION 2. SPECIAL MEETINGS
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Special meetings of shareholders may be called and held at such times and upon
such notice as is specified in the Articles of Association.
SECTION 3. QUORUM
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A majority of the outstanding capital stock represented in person or by proxy
shall constitute a quorum of any meeting of the shareholders, unless otherwise
provided by law, but less than a quorum may adjourn any meeting, from time to
time, and the meeting may be held as adjourned without further notice.
SECTION 4. INSPECTORS
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The Board of Directors may, and in the event of its failure so to do, the
Chairman of the Board shall appoint Inspectors of Election who shall determine
the presence of quorum, the validity of proxies, and the results of all
elections and all other matters voted upon by shareholders at all annual and
special meetings of shareholders.
SECTION 5. VOTING
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In deciding on questions at meetings of shareholders, except in the election of
directors, each shareholder shall be entitled to one vote for each share of
stock held. A majority of votes cast shall decide each matter submitted to the
shareholders, except where by law a larger vote is required. In all elections of
directors, each shareholder shall have the right to vote the number of shares
owned by him for as many persons as there are directors to be elected, or to
cumulate such shares and give one candidate as many votes as the number of
directors multiplied by the number of his shares equal, or to distribute them on
the same principle among as many candidates as he shall think fit.
SECTION 6. WAIVER AND CONSENT
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The shareholders may act without notice and/or a meeting by a unanimous written
consent by all shareholders.
ARTICLE II
SECTION 1. TERM OF OFFICE
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The directors of this Association shall hold office for one year and until their
successors are duly elected and qualified.
SECTION 2. REGULAR MEETINGS
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The organizational meeting of the Board of Directors shall be held on the same
date as soon as practical following the annual meeting of shareholders at the
main banking house. Other regular meetings of the Board of Directors shall be
held without notice at 11:00 a.m. on the second Tuesday of June, September and
December, at the main banking house, or, provided notice is given by telegram,
letter, telephone or in person to every Director, at such time and place as may
be designated in the notice of the meeting. When any regular meeting of the
Board falls on a holiday, the meeting shall be held on the next banking business
day, unless the Board shall designate some other day.
SECTION 3. SPECIAL MEETINGS
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Special meetings of the Board of Directors may be called by the Chairman of the
Board of the Association, or at the request of three or more Directors. Notice
of the time, place and purposes of such meetings shall be given by telegram,
letter, telephone or in person to every Director.
SECTION 4. QUORUM
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A majority of the entire membership of the Board shall constitute a quorum of
any meeting of the Board.
SECTION 5. NECESSARY VOTE
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A majority of those Directors present and voting at any meeting of the Board of
Directors shall decide each matter considered, except where otherwise required
by law or the Articles or By-Laws of this Association.
SECTION 6. COMPENSATION
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Directors, excluding full-time employees of the Bank, shall receive such
reasonable compensation as may be fixed from time to time by the Board of
Directors.
SECTION 7. ELECTION-AGE LIMITATION
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No person shall be elected or re-elected a Director after reaching his
seventieth (70th) birthday, provided that any person who is a Director on
December 10, 1985, may continue to be re-elected a Director until he reaches his
seventy-fifth (75th) birthday.
SECTION 8. RETIREMENT-AGE LIMITATION
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Every Director of the Bank shall retire no later than the first month next
following his seventieth (70th) birthday, except for any person who was a
Director on December 10, 1985, who shall retire not later than the first of the
next month following his seventy-fifth (75th) birthday.
SECTION 9. DIRECTORS EMERITUS
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The Board shall have the right from time to time to choose as Directors Emeritus
persons who have had prior service as members of the Board and who may receive
such compensation as shall be fixed from time to time by the Board of Directors.
ARTICLE III
OFFICERS
SECTION 1. WHO SHALL CONSTITUTE
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The officers of the Association shall be a Chairman of the Board, a President, a
Secretary, and other officers such as Chairman of the Executive Committee, Vice
Chairman of the Board, Executive Vice Presidents, Senior Vice Presidents, Vice
Presidents, Assistant Secretaries, Trust Officers, Trust Investment Officers,
Trust Real Estate Officers, Assistant Trust Officers, a Controller, Assistant
Controller, an Auditor and Assistant Auditors, as the Board may appoint from
time to time. Any person may hold two offices. The Chairman of the Board, all
Vice Chairmen of the Board and the President shall at all times be members of
the Board of Directors.
SECTION 2. TERM OF OFFICE
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All officers shall be elected for and shall hold office for one year and until
their successors are elected and qualified, subject to the right in the Board of
Directors by a majority vote of the entire membership to discharge any officer
at any time.
SECTION 3. CHAIRMAN OF THE BOARD
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The Chairman of the Board shall have general executive powers and duties and
shall perform such other duties as may be assigned from time to time by the
Board of Directors. In addition, unless the Board of Directors shall have
designated the President to be the Chief Executive Officer, the Chairman of the
Board shall be the Chief Executive Officer and shall have all the powers and
duties of the Chief Executive Officer. He shall, when present, preside at all
meetings of shareholders and directors and shall be ex officio a member of all
committees of the Board. He shall name all members of the committees of the
Board, subject to the confirmation thereof by the Board.
If he is Chief Executive Officer, in the event there is a vacancy in the
position of President or in the event of the absence or incapacity of the
President, the Chairman may appoint, or in the event of his failure to do so,
the Board of Directors or the Executive Committee thereof may designate, any
Vice Chairman of the Board, any Executive Vice President or any Senior Vice
President of the Association temporarily to exercise the powers and perform the
duties of the Chairman as Chief Executive Officer when the Chairman is absent or
incapacitated.
If the President has been designated Chief Executive Officer by the Board of
Directors, in the event that there is a vacancy in the position of the President
or in the event of the absence or incapacity of the President, the Chairman
shall be the Chief Executive Officer of the Association and shall have all the
powers and perform all the duties of the President, including the powers to name
temporarily a Chief Executive Officer to serve in the absence of the Chairman.
SECTION 4. PRESIDENT
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The President shall have general executive powers and duties and shall perform
such other duties as may be assigned from time to time by the Board of
Directors. In addition, if designated by the Board of Directors, the President
shall be the Chief Executive Officer and shall have all the powers and duties of
the Chief Executive Officer, including the same power to name temporarily a
Chief Executive Officer to serve in the absence of the President if there is a
vacancy in the position of the Chairman or in the event of the absence or
incapacity of the Chairman.
If the Chairman has been designated Chief Executive Officer by the Board of
Directors, in the event that there is a vacancy in the position of the Chairman
of the Board or in the event of the absence or incapacity of the Chairman of the
Board, the President shall be the Chief Executive Officer of the Association and
shall have all the powers and perform all the duties of the Chairman of the
Board, including the same power to name temporarily a Chief Executive Officer to
serve in the absence of the President.
SECTION 5. CHAIRMAN OF THE EXECUTIVE COMMITTEE
- ----------------------------------------------
The Board of Directors shall have the power to elect a Chairman of the Executive
Committee. Any such Chairman of the Executive Committee shall participate in the
formation of the policies of the Association and shall have such other duties as
may be assigned to him from time to time by the President or by the Board of
Directors.
SECTION 6. VICE CHAIRMEN OF THE BOARD
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The Board of Directors shall have the power to elect one or more Vice Chairmen
of the Board of Directors. Any such Vice Chairmen of the Board shall participate
in the formation of the policies of the Association and shall have such other
duties as may be assigned to him from time to time by the Chairman of the Board
or by the Board of Directors.
SECTION 7. OTHER OFFICERS
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The Secretary and all other officers appointed by the Board of Directors shall
have such duties as defined by law and as may from time to time be assigned to
them by the Chief Executive Officer or the Board of Directors.
SECTION 8. RETIREMENT
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Every officer of the Association shall retire not later than the first of the
month next following his 65th birthday. The Board of Directors may, in its
discretion, set the retirement date and terms of retirement of an officer at a
date later than provided above.
ARTICLE IV
COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE
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There shall be a standing committee of Directors in this Association to be known
as the Executive Committee. This committee shall meet at 11:00 a.m. on the-first
and last two Tuesdays of each month. It shall have all of the powers of the
Board of Directors between meetings of the Board, except as the Board only by
law is authorized to perform or exercise. All actions of the Executive Committee
shall be reported to the Board of Directors.
In the event that any member of the Executive Committee is unable to attend a
meeting of that committee, the Chairman of the Board or the President may, at
his discretion, appoint another Director to attend said meeting of the Executive
Committee and for that meeting to serve as a member of the Executive Committee
with full power to act in place of the absent regular member of the Committee.
SECTION 2. COMPENSATION COMMITTEE
- ---------------------------------
There shall be a standing committee of Directors of this Association to be known
as the Compensation Committee who shall review the compensation of all Executive
Officers and those officers who participate in the Profit Sharing Pool as well
as fees for directors of the Association. They will recommend specific
compensation arrangements to the Board of Directors for their confirmation.
SECTION 3. COMMITTEE ON AUDIT
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There shall be a standing committee of Directors of this Association to be known
as the Committee on Audit, none of whose members shall be active officers of the
Association. This Committee shall make or cause to be made a suitable
examination of the affairs of the Association and the Trust Department at least
once during each period of twelve months. The results of such examination shall
be reported in writing to the Board at the next regular meeting thereafter
stating whether the Association and/or Trust Department is in a sound solvent
condition, whether adequate internal audit controls and procedures are being
maintained and make such recommendations as it deems advisable.
SECTION 4. TRUST COMMITTEE
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There shall be a standing committee of Directors of this Association to be known
as the Trust Committee. The Trust Committee shall determine policies of the
Department and review actions of the Trust Investment Committee. All actions of
the Trust Committee shall be reported to the Board of Directors.
SECTION 5. TRUST POLICY COMMITTEE
- ---------------------------------
There shall be a standing committee of this Association to be known as the Trust
Policy Committee composed of officers of the Association. The Trust Policy
Committee or such officers as may be duly designated by the Trust Policy
Committee, shall pass upon the acceptance of all trusts, the closing out or
relinquishment of all trusts and the making, retention, or disposition of all
investments of trust funds in conformity with policies established by the Trust
Committee. Actions of the Trust Policy Committee shall be reported to the Trust
Committee.
SECTION 6. PENSION COMMITTEE
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There shall be a standing committee of directors or officers of this Association
to be known as the Pension Committee, who shall have the powers and duties as
set forth in the Association's Employees' Pension Plan. A report of the
condition of the pension fund shall be submitted annually to the Board of
Directors.
SECTION 7. OTHER COMMITTEES
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The Chairman may appoint, from time to time, other committees for such purposes
and with such powers as he or the Board may direct.
ARTICLE V
SEAL
SECTION 1. IMPRESSION
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The following is an impression of the seal of this Association.
G:CORPSEC:BANK:BYLAWS
EXHIBIT 6
CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b)
OF THE TRUST INDENTURE ACT OF 1939
Firstar Bank, N.A., as Trustee herein named, hereby consents that reports of
examination of said Trustee by Federal and State authorities may be furnished by
such authorities to the Securities and Exchange Commission upon request
therefor.
FIRSTAR BANK, N.A.
(Trustee)
By: /s/ Yvonne Siira
----------------
Yvonne Siira, Assistant Vice President
--------------------------------------
(Name and title)
By: /s/ Pamela Warner
-----------------
Pamela Warner, Assistant Secretary
----------------------------------
(Name and title)
Dated: December 13, 1999
EXHIBIT 7
Legal Title of Bank: Firstar Bank Milwaukee, N.A. Call Date: 12/31/98 ST-BK:
55-9180 FFIEC 031
Address: 777 East Wisconsin Avenue Page RC-1
City, State Zip: Milwaukee, Wisconsin 53202
FDIC Certificate No.: | 0 | 5 | 3 | 0 | 8 |
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS for December 31, 1998
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 940,843 1.a.
b. Interest-bearing balances (2).......................................... 0071 4,624 1.b.
2. Securities .............................................................. | / / / / / / / / / / / / / / |
a. Held-to-maturity securities (from Schedule RC-B, Column A):............ 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B, Column D)........... 1773 911,883 2.b.
3. Federal funds sold and securities purchased under agreements to resell ... 1350 936,258 3.
4. Loans and lease financing receivables:..................................... | / / / / / / / / / / / / / / |
a. Loans and leases, net of unearned income .............................. | / / / / / / / / / / / / / / |
(from Schedule RC-C)......................... | RCFD 2122 | 5,832,760 | / / / / / / / / / / / / / / | 4.a.
b. LESS: Allowance for loan and lease losses. | RCFD 3123 | 84,275 | / / / / / / / / / / / / / / | 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 5,748,485 4.d.
5. Trading assets (from Schedule RC-D)........................................ 3545 13,839 5.
6. Premises and fixed assets (including capitalized leases)................... 2145 145,301 6.
7. Other real estate owned (from Schedule RC-M)............................... 2150 88 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 9,891 9.
10. Intangible assets (from Schedule RC-M)..................................... 2143 110,634 10.
11. Other assets (from Schedule RC-F).......................................... 2160 147,531 11.
12. Total assets (sum of items 1 through 11)................................... 2170 8,969,377 12.
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(1) Includes cash items in process of collection and unposted debits
(2) Includes time certificates of deposit not held for trading
LIABILITIES
13. Deposits: .............................................................. | / / / / / / / / / / / / / / |
a. In domestic offices (sum of totals of columns A and C from............. | / / / / / / / / / / / / / / |
Schedule RC-E, part 1)................................................. RCON 2200 5,325,682 13.a.
(1) Noninterest-bearing (1)...................| RCON 6631 | 1,458,862 | / / / / / / / / / / / / / / | 13.a.(1)
(2) Interest-bearing..........................| RCON 6636 | 3,866,820 | / / / / / / / / / / / / / / | 13.a.(2)
b. In foreign offices, Edge and Agreement ................................ | / / / / / / / / / / / / / / |
subsidiaries, and IBFs (from Schedule RC-E, part II)................... RCFN 2200 404,324 13.b.
(1) Noninterest-bearing.......................| RCFN 6631 | 582 | / / / / / / / / / / / / / / | 13.b.(1)
(2) Interest-bearing..........................| RCFN 6636 | 403,742 | / / / / / / / / / / / / / / | 13.b.(2)
Schedule RC--Balance Sheet
| C400 |
Dollar Amounts in Thousands RCFD Bil Mil Thou
- -----------------------------------------------------------------------------------------------------------------
LIABILITIES (continued)
14. Federal funds purchased and securities sold under agreements to repurchase. RCON 2800 1,834,422 14.
15. a. Demand notes issued to the U.S. Treasury............................... RCON 2840 99,271 15.a.
b. Trading liabilities (From Schedule RC-D)............................... RCFD 3548 12,368 15.b.
16. Other borrowed money (including mortgage indebtedness and obligations under | / / / / / / / / / / / / / / |
capitalized leases) ....................................................... | / / / / / / / / / / / / / / |
a. With a remaining maturity of one year or less.......................... RCFD 2332 25,937 16.a.
b. With a remaining maturity of more than one year through three years.... RCFD A547 0 16.b.
c. With a remaining maturity of more than three years..................... RCFD A547 20,000 16.c.
17. Not applicable. | / / / / / / / / / / / / / / |
18. Bank's liability on acceptances executed and outstanding................... RCFD 2920 9,891 18.
19. Subordinated notes and debentures (2)...................................... RCFD 3200 413,191 19.
20. Other liabilities (from Schedule RC-G)..................................... RCFD 2930 190,228 20.
21. Total liabilities (sum of items 13 through 20)............................. RCFD 2948 8,335,314 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus ............................. RCFD 3838 0 23.
24. Common stock .............................................................. RCFD 3230 76,600 24.
25. Surplus (exclude all surplus related to preferred stock)................... RCFD 3839 139,073 25.
26. a. Undivided profits and capital reserves.................................. RCFD 3632 400,214 26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities.. RCFD 8434 18,176 26.b.
27. Cumulative foreign currency translation adjustments........................ RCFD 3284 0 27.
28. Total equity capital (sum of items 23 through 27).......................... RCFD 3210 634,063 28.
29. Total liabilitiesand equity capital (sum of items 21 and 28)............... RCFD 3300 8,969,377 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 1997............. RCFD 6724 N/A M.1.
1 = Independent audit of the bank conducted in 5 = Review of the bank's financial statements
accordance with generally accepted auditing by external auditors.
standards by a certified public accounting
firm which submits a report on the bank.
2 = Independent audit of the bank's parent 6 = Compilation of the bank's financial
holding company conducted in accordance statements by external auditors.
with generally accepted auditing standards
by a certified public accounting firm which
submits a report on the consolidated
holding company (but not on the bank
separately).
3 = Directors' examination of the bank 7 = Other audit procedures (excluding tax
conducted in accordance with generally preparation work).
accepted auditing standards by a certified
public accounting firm (may be required by
state chartering authority).
4 = Directors' examination of the bank 8 = No external audit work.
performed by other external auditors (may
be required by state chartering authority).
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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.