EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)__
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STATE STREET BANK AND TRUST COMPANY OF MISSOURI, N.A.
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
U.S. NATIONAL BANK 43-1745664
(JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER
ORGANIZATION IF NOT A U.S. NATIONAL BANK) IDENTIFICATION NO.)
127 WEST 10TH STREET, KANSAS CITY, MISSOURI 64105
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
SUSAN JAMES, VICE PRESIDENT
STATE STREET BANK AND TRUST COMPANY OF MISSOURI, N.A.
211 NORTH BROADWAY, SUITE 3900
ST. LOUIS, MISSOURI 63102
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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OSCAR I CORPORATION
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
9110 E. NICHOLS AVENUE
ENGLEWOOD, COLORADO 80112-3405
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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$50,000,000 FLOATING RATE SENIOR SUBORDINATED NOTES DUE 2007
$225,000,000 SENIOR SUBORDINATED NOTES, 9.75% DUE 2008
(TITLE OF INDENTURE SECURITIES)
GENERAL
ITEM 1. GENERAL INFORMATION. Furnish the following information as to the
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trustee:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISORY AUTHORITY TO
WHICH IT IS SUBJECT.
Comptroller of the Currency of the United States, Washington, D.C.
ITEM 2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the
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trustee, describe each such affiliation.
The obligor is not an affiliate of the trustee or of its parent, State
Street Bank and Trust Company. (See note on page 2.)
ITEM 3. THROUGH ITEM 15. Not applicable.
ITEM 16. LIST OF EXHIBITS. List below all exhibits filed as part of this
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statement of eligibility.
1. A copy of the articles of association of the trustee as now in
effect.
A copy of the articles of association of the Trustee, as now in
effect, is attached hereto as Exhibit 1 and made a part hereof.
2. A copy of the certificate of authority of the trustee to commence
business, if not contained in the articles of association.
A copy of the certificate of the Comptroller of the Currency
authorizing the trustee to commence the business of banking as a
national banking association is attached hereto as Exhibit 2 and
made a part hereof.
3. A copy of the authorization of the trustee to exercise corporate
trust powers, if such authorization is not contained in the
documents specified in paragraph (1) or (2), above.
A copy of the certificate of the Comptroller of the Currency dated
September 15, 1995 authorizing the trustee to exercise corporate
trust powers is attached hereto as Exhibit 3 and made a part
hereof.
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4. A copy of the existing by-laws of the trustee, or instruments
corresponding thereto.
A copy of the existing amended and restated by-laws of the trustee
is attached hereto as Exhibit 4.
5. A copy of each indenture referred to in Item 4. if the obligor is
in default.
Not applicable.
6. The consents of United States institutional trustees required by
Section 321(b) of the Act.
The consent of the trustee required by Section 321(b) of the Act is
annexed hereto as Exhibit 6 and made a part hereof.
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.
A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority is annexed hereto as Exhibit 7 and made a part hereof.
NOTES
In answering any item of this Statement of Eligibility and Qualification which
relates to matters peculiarly within the knowledge of the obligor or any
underwriter for the obligor, the trustee has relied upon information furnished
to it by the obligor and the underwriters, and the trustee disclaims
responsibility for the accuracy or completeness of such information.
The answer furnished to Item 2. of this statement will be amended, if necessary,
to reflect any facts which differ from those stated and which would have been
required to be stated if known at the date hereof.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, State Street Bank and Trust Company of Missouri N.A., a national
banking association existing under the laws of the United States of America, 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 St.
Louis and the State of Missouri, on the 1st day of May, 1998.
State Street Bank and Trust Company
of Missouri, N.A.
By: /s/ Robert A. Clasquin
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Robert A. Clasquin
Assistant Vice President
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EXHIBIT 1
ARTICLES OF ASSOCIATION
OF
STATE STREET BANK AND TRUST COMPANY OF MISSOURI,
NATIONAL ASSOCIATION
For the purpose of organizing an Association to carry on the business of a
limited purpose trust company under the laws of the United States, the
undersigned do enter into the following Articles of Association:
FIRST. The title of this Association shall be State Street Bank and Trust
Company of Missouri, National Association.
SECOND. The Main Office of the Association shall be in the City of Kansas
City, County of Jackson, State of Missouri. The business of the Association will
be limited to the operations of a national trust company and to support
activities incidental thereto. The Association will not expand or alter its
business beyond that stated in this Article Second without the prior approval of
the Comptroller of the Currency.
THIRD. The Board of Directors of this Association shall consist of not
less than five nor more than twenty-five shareholders, the exact number to be
fixed and determined from time to time by resolution of a majority of the full
Board of Directors or by resolution of the shareholders at any annual or special
meeting thereof. Each Director, during the full term of his or her
directorship, shall own a minimum of $1,000 aggregate par value of stock of this
Association or a minimum par, market value or equity interest of $1,000 of stock
in the bank holding company controlling this Association.
Any vacancy in the Board of Directors may be filled by action of the Board
of Directors; provided, however, that a majority of the full Board of Directors
may not increase the number of Directors to a number which: (1) exceeds by more
than two the number of Directors last elected by shareholders where the number
was 15 or less; and (2) exceeds by more than four the number of Directors last
elected by shareholders where the number was 16 or more, but in no event shall
the number of directors exceed 25.
Terms of Directors, including Directors selected to fill vacancies, shall
expire at the next regular meeting of shareholders at which Directors are
elected, unless the Directors resign or are removed from office. Despite the
expiration of a Director's term, the Director shall continue to serve until his
or her successor is elected and qualifies or until there is a decrease in the
number of Directors and his or her position is eliminated.
FOURTH. There shall be an annual meeting of the shareholders to elect
Directors and transact whatever other business may be brought before the
meeting. It shall be held at the main office or any other convenient place as
the Board of Directors may designate, on the day of each year specified
therefore in the By-laws, but if no election is held on that day, it may be held
on any subsequent day according to such lawful rules as may be prescribed by the
Board of Directors.
Nominations for election to the Board of Directors may be made by the Board
of Directors or by any shareholder of any outstanding class of capital stock of
this Association entitled to vote for election of Directors. Nominations other
than those made by or on behalf of the existing management shall be made in
writing and be delivered or mailed to the president of this Association and to
the Comptroller of the Currency, Washington, D.C., not less than 14 days nor
more than 50 days prior to any meeting of shareholders called for the election
of Directors; provided, however, that if less than 21 days' notice of the
meeting is given to the shareholders, such nominations shall be mailed or
delivered to the president of this Association and to the Comptroller of the
Currency not later than the close of business on the seventh day following the
day on which the notice of meeting was mailed. Such notification shall contain
the following information to the extent known to the notifying shareholder: the
name and address of each proposed nominee; the principal occupation of each
proposed nominee; the total number of shares of capital stock of this
Association that will be voted for each proposed nominee; the name and residence
address of the notifying shareholder; and the number of shares of capital stock
of this Association owned by the notifying shareholder. Nominations not made in
accordance herewith may, in his or her discretion, be disregarded by the
chairperson of the meeting, and upon his or her instructions, the vote tellers
may disregard all votes cast for each such nominee.
FIFTH. The authorized amount of capital stock of this Association shall
be 1,000,000 shares of common stock of the par value of one dollar ($1) 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 this Association
shall have any preemptive or preferential right of subscription to any shares of
any class of stock of this Association, whether now or hereafter authorized, or
to any obligations convertible into stock of this 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.
Transfers of the Association's capital stock are subject to the prior
approval of a federal depository institution regulatory agency. If no other
agency approval is required, the Comptroller of the Currency's approval shall
be obtained prior to the transfers. In such cases where the Comptroller of the
Currency approval is required, the Comptroller of the Currency will apply the
definitions and standards set forth in the Change in Bank Control Act and the
Comptroller of the Currency's implementing regulation (12 U.S.C. 1817(j) and 12
C.F.R. 5.50) to ownership changes in the Association.
This 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 Chairperson of the Board, unless the Board
appoints another director to be the Chairperson. 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.
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The Board of Directors shall have the power to define the duties of the
officers and employees of this Association; to fix the salaries to be paid to
the officers and employees; to dismiss officers and employees; to require bonds
from officers and employees and to fix the penalty thereof; to regulate the
manner in which any increase of the capital of this Association shall be made;
to manage and administer the business and affairs of this Association; to make
all By-laws that it may be lawful for the Board of Directors 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 shall have the power to change the
location of the main office to any other place within the limits of the City of
Kansas City, without the approval of the shareholders, and shall have the power
to establish or change the location of any branch or branches of this
Association to any other location, without the approval of the shareholders.
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, or any shareholder
owning, in the aggregate, not less than ten 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. This Association shall to the fullest extent legally permissible
indemnify each person who is or was a director, officer, employee or other agent
of this Association and each person who is or was serving at the request of this
Association as a director, trustee, officer, employee or other agent of another
organization or of any partnership, joint venture, trust, employee benefit plan
or other enterprise or organization against all liabilities, costs and expenses,
including but not limited to amounts paid in satisfaction of judgments, in
settlement or as fines and penalties, and counsel fees and disbursements,
reasonably incurred by him in connection with the defense or disposition of or
otherwise in connection with or resulting from any action, suit or other
proceeding, whether civil, criminal, administrative or investigative, before any
court or administrative or legislative or investigative body, in which he may be
or may have been involved as a party or otherwise or with which he may be or may
have been threatened, while in office or thereafter, by reason of his being or
having been such a director, officer, employee, agent or trustee, or by reason
of any action taken or not taken in any such capacity, except with respect to
any matter as to which he shall have been finally adjudicated by a court of
competent jurisdiction not to have acted in good faith in the reasonable belief
that his action was in the best interests of the corporation (any person serving
another organization in one or more of the indicated capacities at the request
of this Association who shall not have been adjudicated in any proceeding not to
have acted in good faith in the reasonable belief that his action was in the
best interest of such other organization shall be deemed so to have acted in
good faith with respect to the National Trust Company) or to the extent that
such matter relates to service with respect to an employee benefit plan, in the
best interest of the participants or beneficiaries of such employee benefit
plan. Expenses, including but not limited to counsel fees and disbursements, so
incurred by any such person in defending any such action, suit or proceeding,
shall be paid from time to time by this Association in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the person
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indemnified to repay the amounts so paid if it shall ultimately be determined
that indemnification of such expenses is not authorized hereunder.
As to any matter disposed of by settlement by any such person, pursuant to
a consent decree or otherwise, no such indemnification either for the amount of
such settlement or for any other expenses shall be provided unless such
settlement shall be approved as in the best interests of the National Trust
Company, after notice that it involves such indemnification, (a) by a vote of a
majority of the disinterested directors then in office (even though the
disinterested directors be less than a quorum), or (b) by any disinterested
person or persons to whom the question may be referred by vote of a majority of
such disinterested directors, or (c) by vote of the holders of a majority of the
outstanding stock at the time entitled to vote for directors, voting as a single
class, exclusive of any stock owned by any interested person, or (d) by any
disinterested person or persons to whom the question may be referred by vote of
the holders of a majority of such stock. No such approval shall prevent the
recovery from any such director, officer, employee, agent or trustee of any
amounts paid to him or on his behalf as indemnification in accordance with the
preceding sentence if such person is subsequently adjudicated by a court of
competent jurisdiction not to have acted in good faith in the reasonable belief
that his action was in the best interests of this Association. The right of
indemnification hereby provided shall not be exclusive of or affect any other
rights to which any director, officer, employee, agent or trustee may be
entitled or which may lawfully be granted to him. As used herein, the terms
"director", "officer", "employee", "agent", and "trustee", include their
respective executors, administrators and other legal representatives, an
"interested" person is one against whom the action, suit or other proceeding in
question or another action, suit or other proceeding on the same or similar
grounds is then or had been pending or threatened, and a "disinterested" person
is a person against whom no such action, suit or other proceeding is then or had
been pending or threatened. By action of the board of directors, notwithstanding
any interest of the directors in such action, this Association may purchase and
maintain insurance, in such amounts as the board of directors may from time to
time deem appropriate, on behalf of any person who is or was a director,
officer, employee or other agent of this Association, or is or was serving at
the request of this Association as a director, trustee, officer, employee or
other agent of another organization or of any partnership, joint venture, trust,
employee benefit plan or other enterprise or organization against any liability
incurred by him in any such capacity, or arising out of his status as such,
whether or not this Association would have the power to indemnify him against
such liability.
Nothing contained in this Article Tenth shall be construed to (i) allow the
indemnification of or insurance coverage for a director, trustee, officer,
employee or agent of this Association against expenses, penalties or other
payments incurred in an administrative action instituted by an appropriate bank
regulatory agency which results in a final order assessing civil money penalties
or requires the payments of money to the Association, or (ii) exceed the
provisions of Massachusetts General Laws, chapter 156B, section 67, as in effect
from time to time.
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.
TWELFTH. This Association may be a partner in any business or enterprise
which this Association would have power to conduct by itself.
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IN WITNESS WHEREOF, we have hereunto set our hands this 27th day of April,
1995.
/s/ MARSHALL N. CARTER
----------------------
Marshall N. Carter
/s/ DAVID A. SPINA
----------------------
David A. Spina
/s/ A. EDWARD ALLINSON
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A. Edward Allinson
/s/ RONALD E. LOGUE
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Ronald E. Logue
/s/ JOHN R. TOWERS
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John R. Towers
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EXHIBIT 2
[COMPTROLLER OF THE CURRENCY TREASURY DEPARTMENT LOGO]
Washington, D.C.
WHEREAS, satisfactory evidence has been presented to the Comptroller of the
Currency that STATE STREET BANK AND TRUST COMPANY OF MISSOURI, NATIONAL
ASSOCIATION located in KANSAS CITY State of MISSOURI has complied with all
provisions of the statutes of the United States required to be complied with
before being authorized to commence the business of banking as a National
Banking Association;
NOW, THEREFORE, I hereby certify that the above-named association is
authorized to commence the business of banking as a National Banking
Association.
IN TESTIMONY WHEREOF, witness my signature and
seal of office this FIFTEENTH day of SEPTEMBER 1995.
/s/ DAVID A. BOMGAARS
-------------------------------------
District Administrator
Comptroller of the Currency
Charter No. 22874
EXHIBIT 3
[LOGO]
Comptroller of the Currency
Administrator of National Banks
Northeastern District
1114 Avenue of the Americas, Suite 3900
New York, New York 10036
TRUST PERMIT
WHEREAS, STATE STREET BANK AND TRUST COMPANY OF MISSOURI, NATIONAL
ASSOCIATION, located in KANSAS CITY, state of MISSOURI, being a National Banking
Association, organized under the statutes of the United States, has made
application for authority to act as fiduciary;
AND WHEREAS, applicable provisions of the statutes of the United States
authorize the grant of such authority;
NOW THEREFORE, I hereby certify that the said association is authorized to
act in all fiduciary capacities permitted by such statutes.
IN TESTIMONY WHEREOF, witness my signature and seal of Office this 15TH day
of SEPTEMBER, 1995.
CHARTER NO. 22874
/s/ DAVID A. BOMGAARS
----------------------------
David A. Bomgaars
District Administrator
**OCC SEAL**
EXHIBIT 4
STATE STREET BANK AND TRUST COMPANY
OF MISSOURI, NATIONAL ASSOCIATION
AMENDED AND RESTATED
BY-LAWS
ARTICLE I
Meetings of Shareholders
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Section 1.1. Annual Meeting. The regular annual meeting of the shareholders
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to elect directors and transact whatever other business may properly come before
the meeting, shall be held at the Main Office of the National Trust Company, in
the City of Kansas City, State of Missouri or such other places as the Board of
Directors may designate, at 10 o'clock, on the fourth Wednesday of April of each
year. Notice of such meeting shall be mailed, postage prepaid, at least ten days
prior to the date thereof, addressed to each shareholder at his/her address
appearing on the books of the National Trust Company. If, for any cause, an
election of directors is not made on that day, the Board of Directors shall
order the election to be held on some subsequent day, as soon thereafter as
practicable, according to the provisions of law; and notice thereof shall be
given in the manner herein provided for the annual meeting.
Section 1.2. Special Meetings. Except as otherwise specifically provided by
----------------
statute, special meetings of the shareholders may be called for any purpose at
any time by the Board of Directors or by any shareholder owning, in the
aggregate, not less than 10 percent of the stock of the National Trust Company.
Every such special meeting, unless otherwise provided by law, shall be called by
mailing, postage prepaid, not less than ten days prior to the date fixed for
such meeting, to each shareholder at his address appearing on the books of the
National Trust Company a notice stating the purpose of the meeting.
Section 1.3. Nominations for Director. Nominations for election to the
------------------------
Board of Directors may be made by the Board of Directors or by any shareholder
of any outstanding class of capital stock of the National Trust Company entitled
to vote for the election of directors. Nominations, other than those made by or
on behalf of the existing management of the National Trust Company, shall be
made in writing and shall be delivered or mailed to the President of the
National Trust Company and to the Comptroller of the Currency, Washington, D.C.,
not less than 14 days nor more than 50 days prior to any meeting of shareholders
called for the election of directors, provided however, that if less than 21
days' notice of the meeting is given to shareholders, such nomination shall be
mailed or delivered to the President of the National Trust Company and to the
Comptroller of the Currency not later than the close of business on the seventh
day following the day on which the notice of meeting was mailed. Such
notification shall contain the following information to the extent known to the
notifying shareholder:
(a) the name and address of each proposed nominee;
(b) the principal occupation of each proposed nominee;
(c) the total number of shares of capital stock of the National Trust Company
that will be voted for each proposed nominee;
(d) the name and residence address of the notifying shareholder; and
(e) the number of shares of capital stock of the National Trust Company owned
by the notifying shareholder.
Nominations not made in accordance herewith may, in his/her discretion, be
disregarded by the Chairperson of the meeting, and upon his/her instructions,
the vote tellers may disregard all votes cast for each such nominee.
Section 1.4. Proxies. Shareholders may vote at any meeting of the
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shareholders by proxies duly authorized in writing, but no officer or employee
of this National Trust Company shall act as proxy. Proxies shall be valid only
for one meeting, to be specified therein, and any adjournments of such meeting.
Proxies shall be dated and shall be filed with the records of the meeting.
Section 1.5. Quorum. A majority of the outstanding capital stock,
------
represented in person or by proxy, shall constitute a quorum at any meeting of
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. A majority of the votes cast shall decide
every question or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Articles of Association.
ARTICLE II
Directors
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Section 2.1. Board of Directors. The Board of Directors shall have the
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power to manage and administer the business and affairs of the National Trust
Company. Except as expressly limited by law, all corporate powers of the
National Trust Company shall be vested in and may be exercised by the Board of
Directors.
Section 2.2. Number. The Board of Directors shall consist of not less than
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five nor more than twenty-five shareholders, the exact number within such
minimum and maximum limits to be fixed and determined from time to time by
resolution of a majority of the full Board or by resolution of the shareholders
at any meeting thereof.
Section 2.3. Organization Meeting. The Cashier, upon receiving the results
--------------------
of any election, shall notify the directors-elect of their election and of the
time at which they are required to meet at the Main Office of the National Trust
Company to organize the new Board and elect and appoint officers of the National
Trust Company for the succeeding year. Such meeting shall be held on the day of
the election or as soon thereafter as practicable, and, in any event, within
thirty days thereof. If, at the time fixed for such meeting, there shall not be
a quorum present, the Directors present may adjourn the meeting, from time to
time, until a quorum is obtained.
Section 2.4. Regular Meetings. Regular Meetings of the Board of Directors
----------------
shall be held, without notice, at least once in each quarter on such days and at
such hours as the
2
Directors may from time to time determine. When any regular meeting of the Board
falls upon a holiday, the meeting shall be held on the next banking business day
unless the Board shall designate some other day. (Amended 1/1/97)
Section 2.5. Special Meetings. Special meetings of the Board of Directors
----------------
may be called by the Chairman of the Board of the National Trust Company, or at
the request of three or more directors. Each member of the Board of Directors
shall be given notice stating the time and place, by telegram, letter, or in
person, of each such special meeting.
Section 2.6. Quorum. A majority of the directors shall constitute a quorum
------
at any meeting, except when otherwise provided by law; but a less number may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice.
Section 2.7. Vacancies. When any vacancy occurs among the directors, the
---------
remaining members of the Board, in accordance with the laws of the United
States, may appoint a director to fill such vacancy at any regular meeting of
the Board, or at a special meeting called for that purpose in conformance with
Section 2.2 of this Article.
Section 2.8. Action Without a Meeting. Any action required or permitted to
------------------------
be taken at any meeting of the Directors may be taken without a meeting if all
the Directors consent to the action in writing and the written consents are
filed with the records of the meetings of the Directors. Such consents shall be
treated for all purposes as a vote at a meeting.
Section 2.9. Meeting by Telecommunications. Members of the Board of
-----------------------------
Directors or any committee elected thereby may participate in a meeting of such
Board or committee by means of a conference telephone or similar communications
equipment by means of which all persons participating in a meeting can hear each
other at the time and participation by such means shall constitute presence in
person at the meeting.
ARTICLE III
Committees of the Board
-----------------------
Section 3.1. Investment Committee. There shall be an Investment Committee
--------------------
composed of not less than two Directors, appointed by the Board annually or more
often. The Investment Committee shall have the power to insure adherence to
Investment Policy, to recommend amendments thereto, to purchase and sell
securities, to exercise authority regarding investments and to exercise, when
the Board is not in session, all other powers of the Board regarding investment
securities that may be lawfully delegated. The Investment Committee shall keep
minutes of its meetings, and such minutes shall be submitted at the next regular
meeting of the Board of Directors at which a quorum is present, and any action
taken by the Board with respect thereto shall be entered in the minutes of the
Board.
Section 3.2. Examining Committee. There shall be an Examining Committee
-------------------
composed of not less than two directors, exclusive of any active officers,
appointed by the Board annually or more often, whose duty it shall be to make an
examination at least once during each calendar year into the affairs of the
National Trust Company or cause suitable examinations to be made by auditors
responsible only to the Board of Directors and to report the result of such
examination in writing to the Board at the next regular meeting thereafter. Such
report shall state whether the National Trust Company is in a sound condition,
and whether adequate
3
internal controls and procedures are being maintained shall recommend to the
Board of Directors such changes in the manner of conducting the affairs of the
National Trust Company as shall be deemed advisable. (Amended 8/5/97)
Section 3.3. Other Committees. The Board of Directors may appoint, from
----------------
time to time, from its own members, other committees of one or more persons, for
such purposes and with such powers as the Board may determine. However, a
committee may not authorize distribution of assets or dividends; approve action
required to be approved by shareholders; fill vacancies on the board of
directors or any of its committees; amend articles of association; adopt, amend
or repeal by-laws; or authorize or approve issuance or sale or contract for sale
of shares, or determine the designation and relative rights, preferences and
limitations of a class or series of shares.
ARTICLE IV
Officers and Employees
----------------------
Section 4.1. Chairperson of the Board. The Board of Directors shall appoint
------------------------
one of its members to be Chairperson of the Board to serve at its pleasure. Such
person shall preside at all meetings of the Board of Directors. The Chairperson
of the Board shall supervise the carrying out of the policies adopted or
approved by the Board; shall have general executive powers, as well as the
specific powers conferred by these Bylaws; and shall also have and may exercise
such further powers and duties as from time to time may be conferred upon, or
assigned by the Board of Directors.
Section 4.2. President. The Board of Directors shall appoint one of its
---------
members to be President of the National Trust Company. In the absence of the
Chairperson, the President shall preside at any meeting of the Board. The
President shall have general executive powers, and shall have and may exercise
any and all other powers and duties pertaining by law, regulations, or practice,
to the Office of President, or imposed by these Bylaws. The President shall also
have and may exercise such further powers and duties as from time to time may be
conferred, or assigned by the Board of Directors.
Section 4.3. Vice President. The Board of Directors may appoint one or more
--------------
Vice Presidents. Each Vice President shall have such powers and duties as may be
assigned by the Board of Directors. One Vice President shall be designated by
the Board of Directors, in the absence of the President, to perform all the
duties of the President.
Section 4.4. Secretary. The Board of Directors shall appoint a Secretary,
---------
Cashier, or other designated officer who shall be Secretary of the Board and of
the National Trust Company, and shall keep accurate minutes of all meetings. The
Secretary shall attend to the giving of all notices required by these Bylaws to
be given; shall be custodian of the corporate seal, records, documents and
papers of the National Trust Company; shall provide for the keeping of proper
records of all transactions of the National Trust Company; shall have and may
exercise any and all other powers and duties pertaining by law, regulation or
practice, to the Office of Cashier, or imposed by these Bylaws; and shall also
perform such other duties as may be assigned from time to time, by the Board of
Directors.
Section 4.5. Other Officers. The Board of Directors may appoint one or more
--------------
Executive Vice Presidents, Senior Vice Presidents, Assistant Vice Presidents,
one or more
4
Assistant Secretaries, one or more Assistant Cashiers, one or more Managers and
Assistant Managers of offices and such other officers and attorneys in fact as
from time to time may appear to the Board of Directors to be required or
desirable to transact the business of the National Trust Company. Such officers
shall respectively exercise such powers and perform such duties as pertain to
the several offices, or as may be conferred upon, or assigned to, them by the
Board of Directors, the Chairperson of the Board, or the President. The Board of
Directors may authorize an officer to appoint one or more officers or assistant
officers.
Section 4.6. Tenure of Office. The President and all other officers shall
----------------
hold office for the current year for which the Board was elected, unless they
shall resign, become disqualified, or be removed; and any vacancy occurring in
the Office of President shall be filled promptly by the Board of Directors.
Section 4.7. Resignation. An officer may resign at any time by delivering
-----------
notice to the National Trust Company. A resignation is effective when the notice
is given unless the notice specifies a later effective date.
ARTICLE V
Fiduciary Activities
--------------------
Section 5.1. Trust Department. There shall be a department of the National
----------------
Trust Company known as the Trust Department that shall perform the fiduciary
responsibilities of the National Trust Company.
Section 5.2. Trust Officer. There shall be a Trust Officer of this National
-------------
Trust Company whose duties shall be to manage, supervise and direct all the
activities of the Trust Department. Such persons shall do or cause to be done
all things necessary or proper in carrying on the business of the Trust
Department according to provisions of law and applicable regulations; and shall
act pursuant to opinion of counsel where such opinion is deemed necessary.
Opinions of counsel shall be retained on file in connection with all important
matters pertaining to fiduciary activities. The Trust Officer shall be
responsible for all assets and documents held by the National Trust Company in
connection with fiduciary matters. The Board of Directors may appoint other
trust officers of the Trust Department, as it may deem necessary, with such
duties as may be assigned.
Section 5.3. Trust Investment Committee. There shall be a Trust Investment
--------------------------
Committee of this National Trust Company composed of not less than two members,
who shall be capable and experienced officers or directors of the National Trust
Company. All investments of funds held in a fiduciary capacity shall be made,
retained or disposed of only with the approval of the Trust Investment
Committee, and the Committee shall keep minutes of all its meetings, showing the
disposition of all matters considered and passed upon by it. The Committee
shall, promptly after the acceptance of an account for which the National Trust
Company has investment responsibilities, review the assets thereof, to determine
the advisability of retaining or disposing of such assets. The Committee shall
conduct a similar review at least once during each calendar year thereafter and
within 15 months of the last such review. A report of all such reviews, together
with the action taken as a result thereof, shall be noted in the minutes of the
Committee.
5
Section 5.4. Trust Audit Committee. The Board of Directors shall appoint a
---------------------
committee of not less than two directors, exclusive of any active officer of the
National Trust Company, which shall, at least once during each calendar year
make suitable audits of the Trust Department or cause suitable audits to be made
by auditors responsible only to the Board of Directors, and at such time shall
ascertain whether the Department has been administered according to law, Part 9
of the Regulations of the Comptroller of the Currency, and sound fiduciary
principles. (Amended 8/5/97)
Section 5.5. Fiduciary Files. There shall be maintained in the Trust
---------------
Department files all fiduciary records necessary to assure that its fiduciary
responsibilities have been properly undertaken and discharged.
Section 5.6. Trust Investments. Funds held in a fiduciary capacity shall be
-----------------
invested according to the instrument establishing the fiduciary relationship and
local law. Where such instrument does not specify the character and class of
investments to be made and does not vest in the National Trust Company a
discretion in the matter, funds held pursuant to such instrument shall be
invested in investments in which corporate fiduciaries may invest under local
law.
ARTICLE VI
Stock and Stock Certificates
----------------------------
Section 6.1. Transfers. Shares of stock shall be transferable on the books
---------
of the National Trust Company, and a transfer book shall be kept in which all
transfers of stock shall be recorded. Every person becoming a shareholder by
such transfer shall, in proportion to his shares, succeed to all rights of the
prior holder of such shares.
Section 6.2. Stock Certificates. Certificates of stock shall bear the
------------------
signature of the President (which may be engraved, printed or impressed), and
shall be signed manually or by facsimile process by the Secretary, Assistant
Secretary, Cashier, Assistant Cashier, or any other officer appointed by the
Board of Directors for that purpose, to be known as an Authorized Officer, and
the seal of the National Trust Company shall be engraved thereon. Each
certificate shall recite on its face that the stock represented thereby is
transferable only upon the books of the National Trust Company properly
endorsed.
ARTICLE VII
Corporate Seal
--------------
The President, the Cashier, the Secretary or any Assistant Cashier or Assistant
Secretary, or other officer thereunto designated by the Board of Directors,
shall have authority to affix the corporate seal to any document requiring such
seal, and to attest the same. Such seal shall be substantially in the following
form:
ARTICLE VIII
Miscellaneous Provisions
------------------------
Section 8.1. Fiscal Year. The Fiscal Year of the National Trust Company
-----------
shall be the calendar year.
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Section 8.2. Execution of Instruments. All agreements, indentures,
------------------------
mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, schedules,
accounts, affidavits, bonds, undertakings, proxies and other instruments or
documents may be signed, executed, acknowledged, verified, delivered or accepted
in behalf of the National Trust Company by the Chairperson of the Board, or the
President, or any Executive Vice President, or any Vice President, or the
Secretary, or the Cashier. Any such instruments may also be executed,
acknowledged, verified, delivered or accepted in behalf of the National Trust
Company in such other manner and by such other officers as the Board of
Directors may from time to time direct. The provisions of this Section 8.2. are
supplementary to any other provision of these Bylaws.
Section 8.3. Records. The Articles of Association, the By-laws and the
-------
proceedings of all meetings of the shareholders, the Board of Directors, and
standing committees of the Board, shall be recorded in appropriate minute books
provided for the purpose. The minutes of each meeting shall be signed by the
Secretary, Cashier or other Officer appointed to act as Secretary of the
meeting.
ARTICLE IX
By-laws
-------
Section 9.1. Inspection. A copy of the By-laws, with all amendments
----------
thereto, shall at all times be kept in a convenient place at the Main Office of
the National Trust Company, and shall be open for inspection to all
shareholders, during banking hours.
Section 9.2. Amendments. The By-laws may be amended, altered or repealed,
----------
at any regular meeting of the Board of Directors, by a vote of a majority of the
total number of the Directors.
7
EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, as amended, in connection with the proposed issuance by Oscar I
Corporation of its $225,000,000 Senior Subordinated Notes, 9.75% Due 2008 and
its $50,000,000 Floating Rate Senior Subordinated Notes Due 2007, we hereby
consent 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.
STATE STREET BANK AND TRUST COMPANY
OF MISSOURI, N.A.
By: /s/ ROBERT A. CLASQUIN
---------------------------------
Robert A. Clasquin
Assistant Vice President
Dated: May 1, 1998
STATE STREET BANK AND TRUST COMPANY OF MISSOURI, N.A.
CONSOLIDATED STATEMENT OF CONDITION
FEB-98
ASSETS 1998 1997
------------------ ----------------
Cash and Due from Bank $ 703,340 $ 414,485
Total Investment Securities 292,500 292,500
Total Premises and Equipment 11,171 0
Accrued Income Receivable 246,874 170,046
Other Assets 0 0
Goodwill Net 8,362,411 8,647,287
---------- ----------
TOTAL ASSETS $9,616,297 $9,524,318
---------- ----------
LIABILITIES
Accrued Tax and Other (295,235) (375,233)
Unearned Revenue 206,427 289,013
---------- ----------
TOTAL LIABILITIES $ (88,808) $ (86,221)
---------- ----------
STOCKHOLDERS EQUITY
Common Stock 500,000 500,000
Paid in Surplus 9,250,000 9,250,000
Retained Earning (44,894) (139,461)
---------- ----------
TOTAL STOCKHOLDERS EQUITY $9,705,106 $9,610,539
---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY $9,616,297 $9,524,318
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