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)
Health Care REIT, Inc.
----------------------
(Exact name of obligor as specified in its charter)
Delaware
--------
(State or other jurisdiction of incorporation or organization)
13-2555119
----------
(I.R.S. Employer Identification No.)
One Seagate Suite 1950, Toledo, Ohio 43604
------------------------------------------
(Address of principal executive offices)
43604
-----
(Zip Code)
Unsecured Debt Securities
-------------------------
(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.
(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 12th day
of March, 2003.
FIFTH THIRD BANK
By: /s/Christine M. Schaub
-----------------------------------
Its: Vice President
___________________________________
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 31st day of January, 2003.
/s/ F. Scott O'Donnell
------------------------
F. Scott O'Donnell
Superintendent
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
12
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 `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
13
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 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.
14
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 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 Unsecured Debt Securities of
Health Care REIT, Inc., 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/ Christine M. Schaub
--------------------------------
Its: Vice President
_______________________________
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]
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED
SAVINGS BANKS FOR DECEMBER 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 balances due from depository institutions (from Schedule RC-A)
- -----------------------------------------------------------------------------------------------------------------
a. Noninterest-bearing balances and currency and coin(1) RCFD 0081 1,403,495
- -----------------------------------------------------------------------------------------------------------------
b. Interest-bearing balances(2) RCFD 0071 104,474
- -----------------------------------------------------------------------------------------------------------------
2. Securities:
- -----------------------------------------------------------------------------------------------------------------
a. Held-to-maturity securities (from Schedule RC-B, column A) RCFD 1754 38,440
- -----------------------------------------------------------------------------------------------------------------
b. Available-for-sale securities (from Schedule RC-B, column D) RCFD 1773 15,138,473
- -----------------------------------------------------------------------------------------------------------------
3. Federal funds sold and securities purchased under agreements to resell
- -----------------------------------------------------------------------------------------------------------------
a. FEDERAL FUNDS SOLD IN DOMESTIC OFFICES RCON B987 758,311
- -----------------------------------------------------------------------------------------------------------------
b. SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL(3) RCFD B989 0
- -----------------------------------------------------------------------------------------------------------------
4. Loans and lease financing receivables (from Schedule RC-C):
- -----------------------------------------------------------------------------------------------------------------
a. Loans and leases held for sale RCFD 5369 3,139,147
- -----------------------------------------------------------------------------------------------------------------
b. Loans and leases, net of unearned income RCFD B528 24,165,068
- -----------------------------------------------------------------------------------------------------------------
c. LESS: Allowance for loan and lease losses RCFD 3123 350,801
- -----------------------------------------------------------------------------------------------------------------
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) RCFD B529 23,814,267
- -----------------------------------------------------------------------------------------------------------------
5. Trading assets (from Schedule RC-D) RCFD 3545 18,286
- -----------------------------------------------------------------------------------------------------------------
6. Premises and fixed assets (including capitalized leases) RCFD 2145 418,565
- -----------------------------------------------------------------------------------------------------------------
7. Other real estate owned (from Schedule RC-M) RCFD 2150 18,241
- -----------------------------------------------------------------------------------------------------------------
8. Investments in unconsolidated subsidiaries and associated companies (from
Schedule RC-M) RCFD 2130 0
- -----------------------------------------------------------------------------------------------------------------
9. Customers' liability to this bank on acceptances outstanding RCFD 2155 21,640
- -----------------------------------------------------------------------------------------------------------------
10. Intangible assets:
- -----------------------------------------------------------------------------------------------------------------
a. Goodwill RCFD 3163 333,004
- -----------------------------------------------------------------------------------------------------------------
b. Other intangible assets (from Schedule RC-M) RCFD 0426 479,155
- -----------------------------------------------------------------------------------------------------------------
11. Other assets (from Schedule RC-F) RCFD 2160 2,192,271
- -----------------------------------------------------------------------------------------------------------------
12. Total assets (sum of items 1 through 11) RCFD 2170 47,877,769
- -----------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
LIABILITIES
- ---------------------------------------------------------------------------------------------------------------------
13. Deposits:
- ---------------------------------------------------------------------------------------------------------------------
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) RCON 2200 21,453,360
- ---------------------------------------------------------------------------------------------------------------------
(1) Noninterest-bearing(4) RCON 6631 2,177,828
- ---------------------------------------------------------------------------------------------------------------------
(2) Interest-bearing RCON 6636 19,275,532
- ---------------------------------------------------------------------------------------------------------------------
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E,
part II) RCFN 2200 3,774,581
- ---------------------------------------------------------------------------------------------------------------------
(1) Noninterest-bearing RCFN 6631 0
- ---------------------------------------------------------------------------------------------------------------------
(2) Interest-bearing RCFN 6636 3,774,581
- ---------------------------------------------------------------------------------------------------------------------
14. Federal funds purchased and securities sold under agreements to repurchase
- ---------------------------------------------------------------------------------------------------------------------
a. FEDERAL FUNDS PURCHASED IN DOMESTIC OFFICES(5) RCON B993 7,875,646
- ---------------------------------------------------------------------------------------------------------------------
b. SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE(6) RCFD B995 3,455,081
- ---------------------------------------------------------------------------------------------------------------------
15. Trading liabilities (from Schedule RC-D) RCFD 3548 0
- ---------------------------------------------------------------------------------------------------------------------
16. Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases) (from Schedule RC-M) RCFD 3190 3,410,402
- ---------------------------------------------------------------------------------------------------------------------
17. Not applicable
- ---------------------------------------------------------------------------------------------------------------------
18. Bank's liability on acceptances executed and outstanding RCFD 2920 21,640
- ---------------------------------------------------------------------------------------------------------------------
19. Subordinated notes and debentures(7) RCFD 3200 606,352
- ---------------------------------------------------------------------------------------------------------------------
20. Other liabilities (from Schedule RC-G) RCFD 2930 2,893,848
- ---------------------------------------------------------------------------------------------------------------------
21. Total liabilities (sum of items 13 through 20) RCFD 2948 43,490,910
- ---------------------------------------------------------------------------------------------------------------------
22. Minority interest in consolidated subsidiaries RCFD 3000 461,604
- ---------------------------------------------------------------------------------------------------------------------
EQUITY CAPITAL
- ---------------------------------------------------------------------------------------------------------------------
23. Perpetual preferred stock and related surplus RCFD 3838 0
- ---------------------------------------------------------------------------------------------------------------------
24. Common stock RCFD 3230 4,540
- ---------------------------------------------------------------------------------------------------------------------
25. Surplus (exclude all surplus related to preferred stock) RCFD 3839 1,474,719
- ---------------------------------------------------------------------------------------------------------------------
26. a. Retained earnings RCFD 3632 2,273,601
- ---------------------------------------------------------------------------------------------------------------------
b. Accumulated other comprehensive income(8) RCFD B530 172,395
- ---------------------------------------------------------------------------------------------------------------------
27. Other equity capital components(9) RCFD A130 0
- ---------------------------------------------------------------------------------------------------------------------
28. Total equity capital (sum of items 23 through 27) RCFD 3210 3,925,255
- ---------------------------------------------------------------------------------------------------------------------
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and
28) RCFD 3300 47,877,769
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Memorandum
- ---------------------------------------------------------------------------------------------------------------------
TO BE REPORTED WITH THE MARCH REPORT OF CONDITION.
- ---------------------------------------------------------------------------------------------------------------------
1. Indicate in the box at the right the number of the statement below that best describes NUMBER
the most comprehensive level of auditing work performed for the bank by independent
external auditors as of any date during 2001 RCFD 6724 N/A
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
1 = Independent audit of the bank conducted in 4 = Directors' examination of the bank conducted in
accordance with generally accepted auditing accordance with generally accepted auditing
standards by a certified public accounting firm standards by a certified public accounting firm
which submits a report on the bank (may be required by state chartering authority)
- ---------------------------------------------------------------------------------------------------------------------
2 = Independent audit of the bank's parent holding 5 = Directors' examination of the bank performed by
company conducted in accordance with generally other external auditors (may be required by state
accepted auditing standards by a certified public chartering authority)
accounting firm which submits a report on the
consolidated holding company (but not on the bank
separately)
- ---------------------------------------------------------------------------------------------------------------------
6 = Review of the bank's financial statements by
external auditors
- ---------------------------------------------------------------------------------------------------------------------
7 = Compilation of the bank's financial statements by
external auditors
- ---------------------------------------------------------------------------------------------------------------------
3 = Attestation on bank management's assertion on the 8 = Other audit procedures (excluding tax preparation
effectiveness of the bank's internal control over work)
financial reporting by a certified public
accounting firm
- ---------------------------------------------------------------------------------------------------------------------
9 = No external audit work
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
1 Includes cash items in process of collection and unposted debits.
- ---------------------------------------------------------------------------------------------------------------------
2 Includes time certificates of deposit not held for trading.
- ---------------------------------------------------------------------------------------------------------------------
3 INCLUDES ALL SECURITIES RESALE AGREEMENTS IN DOMESTIC AND FOREIGN OFFICES, REGARDLESS OF MATURITY.
- ---------------------------------------------------------------------------------------------------------------------
4 Includes total demand deposits and noninterest-bearing time and savings deposits.
- ---------------------------------------------------------------------------------------------------------------------
5 REPORT OVERNIGHT FEDERAL HOME LOAN BANK ADVANTAGES IN SCHEDULE RC, ITEM 16,"OTHER BORROWED MONEY."
- ---------------------------------------------------------------------------------------------------------------------
6 INCLUDES ALL SECURITIES REPURCHASE AGREEMENTS IN DOMESTIC AND FOREIGN OFFICES, REGARDLESS OF MATURITY.
- ---------------------------------------------------------------------------------------------------------------------
7 Includes limited-life preferred stock and related surplus.
- ---------------------------------------------------------------------------------------------------------------------
8 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.
- ---------------------------------------------------------------------------------------------------------------------
9 Includes treasury stock and unearned Employee Stock Ownership Plan shares.
- ---------------------------------------------------------------------------------------------------------------------
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)
EXHIBIT 9
FOREIGN TRUSTEES ARE REQUIRED TO FILE A CONSENT TO SERVICE OF
PROCESS OF FORM F-X
(NOT APPLICABLE)