Exhibit 25.1
FORM T-1 File No. ____
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)
FIFTH THIRD BANK
----------------
(Exact name of trustee as specified in its charter)
Ohio
----
(Jurisdiction of incorporation or organization if not a national bank)
31-0854433
----------
(I.R.S. Employer Identification No.)
38 Fountain Square Plaza, Cincinnati, Ohio
------------------------------------------
(Address of principal executive offices)
45263
-----
(Zip Code)
Paul L. Reynolds, 5th and Walnut Streets
Cincinnati, Ohio, 45263 (513) 579-5300
--------------------------------------
(Name, address and telephone number of agent for service)
AK STEEL CORPORATION
--------------------
(Exact name of obligor as specified in its charter)
Delaware
--------
(State or other jurisdiction of incorporation or organization)
31-1401455
----------
(I.R.S. Employer Identification No.)
703 Curtis Street, Middletown, Ohio
-----------------------------------
(Address of principal executive offices)
45043
-----
(Zip Code)
7 3/4% Senior Notes Due 2012
----------------------------
(Title of the indenture securities)
Item 1. General information.
Furnish the following information as to the trustee -
(a) Name and address of each examining or supervising authority to
which it is subject.
Ohio Superintendent of Banks
State Office Tower
30 E. Broad Street
Columbus, Ohio 43215
Federal Reserve Bank of Cleveland
East Sixth Street and Superior Avenue
Cleveland, Ohio 44101
Federal Deposit Insurance Corporation,
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with obligor.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
None.
Items 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 14 and 15 are not applicable by virtue of
the answer to Item 13.
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.
None.
(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.
None.
2
Item 16. List of Exhibits.
List below all exhibits filed as a part of this statement of
eligibility. (Exhibits identified in parentheses, on file with the
Commission, are incorporated herein by reference as exhibits hereto.)
(1) A copy of the Certificate of Incorporation of the trustee as now in
effect.
(2) A copy of the certificate of authority of the trustee to commence
business. (Included in Exhibit 1)
(3) A copy of the authorization of the trustee to exercise corporate trust
powers.
(4) A copy of the existing code of regulations of the trustee
incorporating amendments to date.
(5) A copy of each indenture referred to in Item 4.
(6) The consent of the trustee required by Section 321 (b) of the Trust
Indenture Act of 1939.
(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.
(9) Foreign trustees are required to file a consent to service of process
of Form F-X
3
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, Fifth Third Bank, a corporation organized and existing under the laws
of the State of Ohio, has duly caused this statement of eligibility and
qualification to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Cincinnati and the State of Ohio, on the 15th day
of July, 2002.
FIFTH THIRD BANK
By: /s/Gregory R. Hahn
GREGORY R. HAHN
Its: Assistant Vice President
& Senior Trust Officer
4
EXHIBIT 1
CERTIFICATE OF INCORPORATION
OF THE TRUSTEE AS NOW IN EFFECT
AMENDED ARTICLES OF INCORPORATION
OF
FIFTH THIRD BANK, WESTERN OHIO
FIRST: The name of this Corporation shall be Fifth Third Bank.
SECOND: The place in Ohio where its principal office is to be located is
Cincinnati, Hamilton County, Ohio.
THIRD: This Corporation is formed for the purpose of (a) receiving on deposit
or in trust, moneys, securities and other valuable property, on such
terms as may be agreed, and of doing the business of a savings bank and
of a trust company; (b) disposing of box vaults for safekeeping of
valuables by lease or otherwise; (c) investing and loaning the funds of
the company and those received by it on deposit or in trust; (d) doing
a commercial banking business; (e) doing the business of a special plan
bank; and (f) doing any other lawful act or activity for which banking
corporations may be formed under Ohio law; and in furtherance of said
purposes, to exercise all of the powers which may be lawfully exercised
by a corporation formed therefor, and to do all things necessary or
incident thereto.
FOURTH: The maximum number of shares which this Corporation is authorized to
have outstanding shall be Four Hundred Fifty-Four Thousand Forty-Two
(454,042) shares of common stock, with a par value of Ten Dollars
($10.00) per share.
FIFTH: No holder of any share or shares of any class issued by this
Corporation shall be entitled as such, as a matter of right, at any
time, to subscribe for or purchase (i) shares of any class issued by
this Corporation, now or hereafter authorized, (ii) securities of this
Corporation convertible into or exchangeable for shares of any class
issued by this Corporation, now or hereafter authorized, or (iii)
securities of this Corporation to which shall be attached or appertain
to any rights or options whether by the terms of such securities or in
the contracts, warrants, or other instruments (whether transferable or
non-transferable or separable or inseparable from such securities)
evidencing such rights or options entitling the holders thereof to
subscribe for or purchase shares of any class issued by this
Corporation, now or hereafter authorized; it being the intent and is
the effect of this Article Fifth to fully eliminate any and all
pre-emptive rights with respect to the shares of any class issued by
this Corporation now or hereafter authorized.
SIXTH: When authorized by the affirmative vote of a majority of the Board of
Directors, without the action or approval of the shareholders of this
Corporation, and when
5
approved in advance by the Ohio Superintendent of Banks, this
Corporation may redeem, purchase, or contract to purchase, at any time
and from time to time, shares of any class issued by this Corporation
for such prices and upon and subject to such terms and conditions that
the Board of Directors may determine.
SEVENTH: These Amended Articles of Incorporation supersede and take the place of
the existing Articles of Incorporation.
6
EXHIBIT 2
CERTIFICATE OF AUTHORITY OF THE
TRUSTEE TO COMMENCE BUSINESS
(INCLUDED IN EXHIBIT 1)
7
EXHIBIT 3
A COPY OF THE AUTHORIZATION OF THE TRUSTEE
TO EXERCISE CORPORATE TRUST POWERS
[See Attached]
8
STATE OF OHIO
DIVISION OF FINANCIAL INSTITUTIONS
This is to certify that Fifth Third Bank, Cincinnati, Ohio, organized under the
laws of the State of Ohio has complied with the laws relating to trust companies
under Section 1111.04 of the Ohio Revised Code and is qualified to exercise
trust powers in Ohio.
Witness my hand at Columbus, Ohio, this 1/st/ day of July, 2002.
/s/ F. David A. Arnold
----------------------------
DAVID A. ARNOLD
Deputy Superintendent for Banks
Division of Financial Institutions
9
EXHIBIT 4
A COPY OF THE EXISTING CODE OF REGULATIONS OF THE TRUSTEE
INCORPORATING AMENDMENTS TO DATE
[See Attached]
10
CODE OF REGULATIONS OF FIFTH THIRD BANK
ARTICLE I
SHAREHOLDERS
Section 1. Meetings. The annual meeting of the Shareholders shall be
held at the principal office of the Corporation at such hour, as may be fixed in
the notice of such meeting, and on such date, not earlier than the second
Tuesday of January or later than the third Tuesday of April of each year, as
shall be fixed by the Board of Directors and communicated in writing to the
Shareholders not later than twenty (20) days prior to such meeting.
Section 2. Quorum. Shareholders, whether in person or by lawful
proxies, representing a majority in amount of the outstanding stock of the
Corporation, shall constitute a quorum at any Shareholders' meeting. If there be
less than a majority in amount of such stock at any meeting, the meeting may be
adjourned from time to time.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Election and Number. The Board of Directors shall be elected
by the Shareholders. The Board of Directors shall be composed of eighteen (18)
persons unless this number is changed by: (1) the Shareholders in accordance
with the applicable laws of Ohio or (2) the vote of a majority of the Directors
in office. The Directors may increase the number to not more than twenty four
(24) persons and may decrease the number to not less than fifteen (15) persons.
Any Director's office created by the Directors by reason of an increase in their
number may be filled by action of a majority of the Directors in office. Within
sixty (60) days of the election or appointment of each Director, the Director
shall take and subscribe to an oath to diligently and honestly perform the
duties of a director and to not knowingly violate, or permit to be violated, any
federal or Ohio banking law.
Section 2. Term. Directors shall hold office until the expiration of
the term for which they were elected, and shall continue in office until their
respective successors shall have been duly elected and qualified. Any such term
of office shall be no longer than three (3) years.
Section 3. Qualifications and Compensation. No person shall serve as a
Director who does not meet the qualification requirements of the applicable laws
of Ohio. Each Director shall be entitled to receive such compensation for
attendance at meetings of the Board of Directors or Committees thereof as the
Board of Directors may, from time to time, fix.
Section 4. Replacement or Removal. Directors may be replaced or removed
as provided by the laws of Ohio, provided that Directors may be removed without
cause only by an affirmative vote of not less than two-thirds (2/3) of the
outstanding shares of the Corporation.
11
Section 5. Vacancies. Any vacancy occurring in the Board of Directors
may be filled by the Board of Directors until an election to fill such vacancy
is had.
Section 6. Quorum. A majority of the whole authorized number of
Directors, as the same shall be established from time to time in accordance with
Section 1 of this Code of Regulations, shall constitute a quorum for a meeting
of the Directors, except that a majority of the Directors in office constitutes
a quorum for the filling of a vacancy or vacancies of the Board.
Section 7. Meetings of the Board. Regular meetings of the Board of
Directors shall be held on the third Tuesday of each month, or at such other
times as may be determined by the Board of Directors. Except as otherwise
provided by the laws of Ohio, any business may be transacted at any regular
meeting of the Board of Directors. Special meetings shall be held upon the call
of the Chairman of the Board, if one be elected, or by the President, or in
their absence, by a Vice President or any three (3) Directors.
Section 8. Notice of Meetings. The Secretary shall give notice of each
meeting of the Board of Directors, whether regular or special, to each member to
the Board.
Section 9. Committees.
9.1 Executive Committee. The Board of Directors shall appoint an
Executive Committee consisting of at least three (3) members of the Board of
Directors. Such executive Committee shall serve until their successors are
appointed. A majority of the members of said Committee shall constitute a
quorum. The Executive Committee shall conduct the business of the Corporation
and shall have all the powers of the Board of Directors when said Board is not
in session, except that of declaring a dividend. The Secretary of the
Corporation shall keep a record of the Committee's proceedings, which, signed by
the Chairman of the Committee, shall be presented at the meetings of the
Committees and at the meetings of the Board of Directors.
9.2 Other Committees. The Board of Directors shall appoint a Trust
Committee of which the Vice President and Trust Officer and at least three (3)
of its members who are not officers of the Corporation shall be members. The
Vice President and Trust Officer shall be Chairman of the Trust Committee. In
addition thereto, the Chairman of the Board, Chief Executive Officer or
President, may appoint such additional Committees, by and with the approval of
the Board of Directors, as may be deemed desirable or necessary.
Each such Committee, so appointed, shall have such powers and perform
such duties, not inconsistent with the applicable laws of Ohio, as may be
delegated to it by the Board of Directors.
Section 10. Indemnification. The Corporation shall indemnify each Director and
each Officer of the Corporation, and each person employed by the Corporation who
serves at the written request of the President of the Corporation as a director,
trustee, officer, employee, or agent of another corporation, domestic or
foreign, non-profit or for profit, partnership, joint venture, trust or other
enterprise, to the full extent permitted by the applicable laws of Ohio. The
term
12
`Officer' as used in this Section shall include the Chairman of the Board and
the Vice Chairman of the Board if such offices are filled, the Chief Executive
Officer, the President, each Vice President, each Affiliate Director, the
Treasurer, the Secretary, the Cashier, the Controller, the Auditor, the Counsel
and any other person who is specifically designated as an `Officer' within the
operation of this Section by action of the Board of Directors. The Corporation
may indemnify assistant Officers, employees and others by action of the Board of
Directors to the extent permitted by the applicable laws of Ohio.
ARTICLE III
OFFICERS
Section 1. Election of Officers. The Board of Directors at the first
meeting after the election of Directors may elect one of its own number Chairman
of the Board and one of its own number Vice Chairman of the Board; and it shall
elect one of its own number President. It may also elect a Chief Executive
Officer, one or more Vice Presidents (one or more of whom may be designated
Executive Vice President and/or Senior Vice President and/or Vice President and
Trust Officer), one or more Affiliate Directors, a Cashier, a Secretary, and a
Treasurer, and it may appoint such other officers as the Board may deem
advisable. The Corporation may also elect a Chief Executive Officer, President,
Chief Financial Officer, Secretary and/or Treasurer for each affiliate of the
Corporation as determined appropriate from time to time by the Board of
Directors, with such officers having the name of such affiliate appended to his
of her title (e.g., President (Northeastern Ohio)). Any two or more offices may
be held by the same person. Officers so elected shall hold office during the
term of the Board by whom they are elected, subject to the power of the Board to
remove them at its discretion. They shall be bonded in such amount and with such
surety or securities as the Board of Directors shall require.
Section 2. Powers and Duties. The Chairman of the Board of Directors,
if the office be filled, otherwise the Vice Chairman of the Board of Directors,
if the office be filled, otherwise the President shall preside at all meetings
of the Shareholders and the Board of Directors, shall be responsible for the
supervision and control over the business of the Corporation and shall serve at
the pleasure of the Board of Directors. In the absence or disability of any of
the foregoing officers, their respective duties shall be performed by the
Chairman of the Board, the Vice Chairman of the Board, the President, or by a
Vice President specifically designated by the Board of Directors, in the order
named.
The Secretary, or in his absence or disability, the assistant
Secretary, shall act, ex officio, as Secretary of all meetings of the
Shareholders, the Board of Directors and the Executive Committee. The other
officers of the Corporation shall have such powers and duties as usually and
customarily attach to their offices.
ARTICLE IV
AFFILIATE BOARDS OF DIRECTORS
Section 1. Affiliate Boards of Directors. The Board of Directors may
elect such of its members and Officers of the Corporation (whether or not such
other persons are employed by
13
the Corporation) in such numbers as the Board of Directors deems necessary to
form an affiliate board of directors for such affiliates of the Corporation as
determined appropriate from time to time by the Board of Directors. As of
December 29, 2000, such affiliates are anticipated to be known as: Fifth Third
Bank (Central Ohio), Fifth Third Bank (Ohio Valley), Fifth Third Bank
(Northwestern Ohio), Fifth Third Bank (Northeastern Ohio), and Fifth Third Bank
(Western Ohio). Any person designated as an Affiliate Director, who is not
employed by the Corporation, shall be a Non-Employee Officer of the Corporation.
Affiliate Directors so elected shall hold office during the term of the Board by
whom they are appointed, subject to the power of the Board to remove them at its
discretion and/or until such time as their successors have been duly elected and
qualified.
Section 2. Powers and Duties. The Board of Directors may delegate to
each Affiliate Board of Directors the power and authority to take by majority
vote of the members of such Affiliate Board of Directors any and all such
actions that may be legally delegated by the Board of Directors to any one or
more officers of the Corporation pursuant to the laws of Ohio. Any action taken
by any Affiliate Director pursuant to the direction given or authorization
granted to him or her by such Affiliate Board of Directors shall constitute the
valid and legal act of the Corporation pursuant to the approval and
authorization of the Board of Directors.
Section 3. Executive Committees. Each Affiliate Board of Directors
shall appoint an Executive Committee consisting of at least three (3) members of
the respective Affiliate Board of Directors. Such executive Committee shall
serve until their successors are appointed. The Board of Directors may delegate
to each such Executive Committee of an Affiliate Board of Directors any and all
such actions that may be legally delegated to the respective Affiliate Board of
Directors pursuant to the laws of Ohio. Any action taken by any officer of the
Corporation pursuant to the direction given or authorization granted to him or
her by such an Executive Committee shall constitute the valid and legal act of
the Corporation pursuant to the approval and authorization of the Board of
Directors.
ARTICLE V
CERTIFICATES OF STOCK
Section 1. Form. Certificates for shares of stock shall be signed by
the Chairman of the Board, or by the President, or by one of the Vice
Presidents, and by the Secretary or Treasurer or by the Cashier or an Assistant
Cashier, shall contain such statements as are required by applicable Ohio law,
and shall otherwise be in such form as the Board of Directors may, from time to
time, require.
Section 2. Transfers. Shares shall be transferable on the books of the
Corporation by the holders thereof in person or by duly authorized attorney upon
surrender of the certificates therefor with duly executed assignment endorsed
thereon or attached thereto.
Section 3. Closing of Transfer Books. The books for the transfer of the
stock of the Corporation shall be closed for at least five (5) days preceding
the annual meeting of
14
Shareholders, and may be closed by order of the Board of Directors, or Executive
Committee, for a like period before any other meeting of the Shareholders.
ARTICLE VI
AMENDMENTS
These regulations may be changed, and new regulations adopted by the
assent thereto in writing of at least two-thirds (2/3) of the Shareholders of
the Corporation in number and in amount or by a majority of such Shareholders in
number and in amount; at a meeting held for that purpose, notice of which has
been given by the President, the Secretary, or any two (2) Directors on behalf
of the Corporation, personally or by written notice, to each Shareholder, or in
such other manner as may then be authorized by the applicable laws of Ohio.
15
EXHIBIT 5
A COPY OF EACH INDENTURE REFERRED TO IN ITEM 4
(NOT APPLICABLE)
16
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321 (B)
OF THE TRUST INDENTURE ACT OF 1939
[See Attached]
17
EXHIBIT 6 TO FORM T-1
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939 in connection with the proposed issuance of Senior Notes of AK Steel
Corporation, Fifth Third Bank hereby consents that reports of examination by
Federal, State, Territorial or District Authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor.
FIFTH THIRD BANK
By: /s/ Gregory R. Hahn
GREGORY R. HAHN
Its: Assistant Vice President
& Senior Trust Officer
18
EXHIBIT 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
[See Attached]
19
Fifth Third Bank
Legal Title of Bank
Cincinnati
City
OH 452263
State Zip Code
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for March 31, 2002
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
Dollar Amounts in Thousands
- ---------------------------------------------------------------------------------------------------------------------
ASSETS
1. Cash and balance due from depository institutions (from Schedule RC-A): RCFD
----
----------
a. Noninterest-bearing balances and currency and coin (1)__________________ 0081 696,812 1.a
----------
b. Interest-bearing balances (2)___________________________________________ 0071 24,904 1.b
----------
2. Securities:
----------
a. Held-to-maturity securities (from Schedule RC-B, column A)______________ 1754 13,050 2.a
----------
b. Available-for-sale securities (from Schedule RC-B, column D)____________ 1773 12,202,118 2.b
----------
3. Federal Funds sold and securities purchased under agreements to resell RCON
----------
a. Federal funds sold in domestic offices B987 839,607 3.a
----------
RCFD
----------
b. Securities purchased under agreements to resell (3)_____________________ B989 0 3.b
----------
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale__________________________________________ 5369 1,398,240 4.a
----------
b. Loans and leases, net of unearned income________________________________B528 21,361,306 4.b
----------
c. LESS: Allowance for loan and lease losses_______________________________3123 317,027 4.c
----------
d. Loans and leases, net of unearned income and
allowance (Item 4.b minus 4.c)__________________________________________ B529 21,044,279 4.d
-------------
5. Trading assets (from Schedule RC-D)_________________________________________ 3545 68,395 5.
-------------
6. Premises and fixed assets (including capitalized leases)____________________ 2145 381,762 6.
-------------
7. Other real estate owned (from Schedule RC-M)________________________________ 2150 16,559 7.
-------------
8. Investments in unconsolidated subsidiaries and associated companies (from 2130 0 8.
Schedule RC-M)
-------------
9. Customers' liability to this bank on acceptances outstanding________________ 2155 22,287 9.
-------------
10. Intangible assets 10.
a. Goodwill________________________________________________________________ 3163 156,985 10.a
-------------
b. Other intangible assets (from Schedule RC-M)____________________________ 0426 389,962 10.b
-------------
11. Other assets (from Schedule RC-F)___________________________________________ 2160 1,725,559 11.
-------------
12. Total Assets (sum of items 1 through 11)____________________________________ 2170 38,980,519 12.
-------------
______________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposits not held for trading.
(3) Includes all securities resale agreements in domestic and foreign offices,
regardless of maturity.
Fifth Third Bank
- ----------------------------------
Legal Title of Bank
Schedule RC - Continued
Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, RCON
----
------------
part 1)______________________________________________________ RCON 2200 19,626,008 13.a.
---- ------------
------------
1. Noninterest-bearing /(1)/_____________________________ 6631 1,371,327 13.a.1.
------------
2. Interest-bearing______________________________________ 6636 18,254,681 13.a.2.
------------
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs RCFN
----
------------
(from Schedule RC-E, part II)____________________________ 2200 819,022 13.b.
------------
RCFN
----
------------
1. Noninterest-bearing___________________________________ 6631 0 13.b1
------------
2. Interest-bearing_________________________________________ 6636 819,022 13.b2
------------
------------
14. Federal Funds purchased and securities sold under agreements to repurchase___________ RCON
----
------------
a. Federal funds sold in domestic offices B993 4,931,338 14.a
------------
RCFD
----
------------
b. Securities sold under agreements to repurchase (3) B995 1,274,223 14.b
------------
15. Trading liabilities (from Schedule RC-D)_____________________________________________ 3548 0 15
------------
16. Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases) (from Schedule RC-M):____________________________________________ 3190 6,674,718 16
------------
17. Not applicable
------------
18. Bank's liability on acceptances executed and outstanding_____________________________ 2920 22,297 18
------------
19. Subordinated notes and debentures (4)________________________________________________ 3200 592,092 19
------------
20. Other liabilities (from Schedule RC-G)_______________________________________________ 2930 1,495,687 20
------------
21. Total liabilities (sum of items 13 through 20)_______________________________________ 2948 35,435,385 21
------------
22. Minority interest in consolidated subsidiaries 3000 431,018 22
------------
EQUITY CAPITAL
------------
23. Perpetual preferred stock and related surplus________________________________________ 3838 0 23
------------
24. Common Stock_________________________________________________________________________ 3230 4,540 24
------------
25. Surplus (exclude all surplus related to preferred stock) 3839 1,222,938 25
------------
26. a. Retained earnings 3632 1,932,227 26.a.
------------
b. Accumulated other comprehensive income (5) B530 (45,589) 26.b.
------------
27. Other equity capital components (6)__________________________________________________ A130 0 27
------------
28. Total equity capital (sum of items 23 through 27)____________________________________ 3210 3,114,116 28
------------
29. Total liabilities, minority interest and equity capital (sum of items 22 and 28)_____ 3300 38,980,519 29
------------
____________________
/(1)/ Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16,
"other borrowed money."
(3) Includes all securities repurchase agreements in domestic and foreign
offices, regardless of maturity.
(4) Includes limited-life preferred stock and related surplus.
(5) Includes net unrealized holding gains (losses) on available-for-sale
securities, accumulated net gains (losses) on cash flow hedges, cumulative
foreign currency translation adjustments, and minimum pension liability
adjustments.
(6) Includes treasury stock and unearned Employee Stock Ownership Plan shares.
Fifth Third Bank
- -------------------------------
Legal Title of Bank
Memorandum
To be reported only with the March Report of Condition
1. Indicate in the box at the right the number of the statement below that best --------------------
describes the most comprehensive level of auditing work performed for the bank by RCFD Number
---- ------
independent external auditors as of any date during 2001 --------------------
--------------------------- 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 the bank separately)
3= Attestation on bank management's assertion on the effectiveness of the
bank's internal control over financial reporting by a certified public
accounting firm
4= Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by certified public accounting firm (may be
required by state chartering authority)
5= Director's examination of the bank performed by other external auditors
(may be required by state chartering authority)
6= Review of the bank's financial statements by external auditors
7= Compilation of bank's financial statements by external auditors
8= Other audit procedures (excluding tax preparation work)
9= No external audit work
Fifth Third Bank
- -------------------------------
Legal Title of Bank
EXHIBIT 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)
Fifth Third Bank
- -------------------------------
Legal Title of Bank
EXHIBIT 9
FOREIGN TRUSTEES ARE REQUIRED TO FILE A CONSENT TO SERVICE OF
PROCESS OF FORM F-X
(NOT APPLICABLE)