<PAGE>
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MARCH 3, 1995)
[BARNETT LOGO] $150,000,000
BARNETT BANKS, INC.
6.90% SUBORDINATED NOTES DUE 2005
-----------------
INTEREST PAYABLE MARCH 1 AND SEPTEMBER 1
-------------------
THE NOTES MAY NOT BE REDEEMED BY BARNETT BANKS, INC. (THE "CORPORATION") PRIOR
TO MATURITY AND WILL NOT BE SUBJECT TO ANY SINKING FUND. INTEREST ON THE
NOTES WILL BE PAYABLE ON MARCH 1 AND SEPTEMBER 1 OF EACH YEAR COMMENCING
MARCH 1, 1996. SEE "CERTAIN TERMS OF THE NOTES" HEREIN. THE NOTES WILL
BE REPRESENTED BY A GLOBAL NOTE REGISTERED IN THE NAME OF THE
NOMINEE OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY").
BENEFICIAL INTERESTS IN THE GLOBAL NOTE WILL BE SHOWN ON, AND
TRANSFERS THEREOF WILL BE EFFECTED ONLY THROUGH, RECORDS
MAINTAINED BY THE DEPOSITARY AND ITS
PARTICIPANTS. NOTES IN DEFINITIVE FORM WILL NOT BE ISSUED.
------------------------
THE NOTES ARE UNSECURED AND SUBORDINATED TO ALL PRESENT AND FUTURE SENIOR
INDEBTEDNESS (AS DEFINED IN THE ACCOMPANYING PROSPECTUS) OF THE CORPORATION, ARE
NOT OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION. PAYMENT OF THE PRINCIPAL OF THE NOTES MAY BE ACCELERATED ONLY IN
THE CASE OF CERTAIN EVENTS INVOLVING THE BANKRUPTCY, INSOLVENCY OR
REORGANIZATION OF THE CORPORATION. THERE IS NO RIGHT OF ACCELERATION IN THE CASE
OF A DEFAULT IN THE PERFORMANCE OF ANY COVENANT OF THE CORPORATION, INCLUDING
THE PAYMENT OF PRINCIPAL OR INTEREST. SEE "DESCRIPTION OF DEBT SECURITIES --
SUBORDINATED SECURITIES" IN THE ACCOMPANYING PROSPECTUS.
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------
PRICE 99.855% AND ACCRUED INTEREST
-------------------
<TABLE>
<CAPTION>
UNDERWRITING
DISCOUNTS AND PROCEEDS TO
PRICE TO PUBLIC (1) COMMISSIONS (2) CORPORATION (1)(3)
--------------------- --------------------- ---------------------
<S> <C> <C> <C>
PER NOTE.................................. 99.855% .355% 99.500%
TOTAL..................................... $149,782,500 $532,500 $149,250,000
<FN>
- ------------------------
(1) PLUS ACCRUED INTEREST FROM SEPTEMBER 1, 1995.
(2) THE COMPANY HAS AGREED TO INDEMNIFY THE UNDERWRITERS AGAINST CERTAIN
LIABILITIES, INCLUDING LIABILITIES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.
(3) BEFORE DEDUCTING CERTAIN EXPENSES PAYABLE BY THE CORPORATION ESTIMATED AT
$80,000.
</TABLE>
-------------------
THE NOTES ARE OFFERED, SUBJECT TO PRIOR SALE, WHEN, AS AND IF ACCEPTED BY
THE UNDERWRITERS AND SUBJECT TO APPROVAL OF CERTAIN LEGAL MATTERS BY SIMPSON
THACHER & BARTLETT, COUNSEL FOR THE UNDERWRITERS. IT IS EXPECTED THAT DELIVERY
OF THE NOTES WILL BE MADE ON OR ABOUT SEPTEMBER 8, 1995 THROUGH THE BOOK-ENTRY
FACILITIES OF THE DEPOSITARY AGAINST PAYMENT THEREFOR IN IMMEDIATELY AVAILABLE
FUNDS.
-------------------
MORGAN STANLEY & CO.
INCORPORATED
CHEMICAL SECURITIES INC.
LEHMAN BROTHERS
SEPTEMBER 5, 1995
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
NO PERSON HAS BEEN AUTHORIZED BY THE CORPORATION OR BY ANY UNDERWRITER OR
DEALER TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE
CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN SO AUTHORIZED. NEITHER THIS PROSPECTUS SUPPLEMENT
NOR THE PROSPECTUS CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS
SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT
AND THE ACCOMPANYING PROSPECTUS NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL
UNDER ANY CIRCUMSTANCES IMPLY THAT THE INFORMATION HEREIN OR THEREIN IS CORRECT
AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
-------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PROSPECTUS SUPPLEMENT PAGE
-----
<S> <C>
Use of Proceeds....................................................................... S-3
Consolidated Ratios of Earnings to Fixed Charges...................................... S-3
Certain Terms of the Notes............................................................ S-3
Underwriting.......................................................................... S-4
<CAPTION>
PROSPECTUS
<S> <C>
Available Information................................................................. 2
Incorporation of Certain Information by Reference..................................... 2
The Corporation....................................................................... 3
Consolidated Ratios of Earnings to Fixed Charges and Combined Fixed Charges and
Preferred Stock Dividend Requirements................................................ 3
Use of Proceeds....................................................................... 4
Regulatory Matters.................................................................... 4
Description of Debt Securities........................................................ 8
Description of Preferred Stock........................................................ 22
Description of Capital Stock.......................................................... 24
Plan of Distribution.................................................................. 29
Legal Opinions........................................................................ 30
Experts............................................................................... 30
</TABLE>
S-2
<PAGE>
USE OF PROCEEDS
The Corporation intends to use the net proceeds from the sale of the Notes
for general corporate purposes, including the repurchase of common equity of the
Corporation.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
For the three and six months ended June 30, 1995, the consolidated ratios of
earnings to fixed charges of the Corporation, computed as set forth below, were
as follows:
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, 1995 JUNE 30, 1995
--------------- ---------------
<S> <C> <C>
Earnings to Fixed Charges:
Excluding Interest on Deposits................................ 4.03 4.20
Including Interest on Deposits................................ 1.63 1.64
</TABLE>
For purposes of computing the ratios of earnings to fixed charges, earnings
represent net income plus applicable income taxes and fixed charges. Fixed
charges, excluding interest on deposits, represent interest expense (except
interest paid on deposits), capitalized interest, and the interest factor
included in rents. Fixed charges, including interest on deposits, represent all
interest expense, capitalized interest, and the interest factor included in
rents.
CERTAIN TERMS OF THE NOTES
THE FOLLOWING DESCRIPTION OF PARTICULAR TERMS OF THE NOTES OFFERED HEREBY
SUPPLEMENTS THE DESCRIPTION OF THE GENERAL TERMS AND CONDITIONS OF DEBT
SECURITIES SET FORTH UNDER THE HEADING "DESCRIPTION OF DEBT SECURITIES" IN THE
PROSPECTUS TO WHICH REFERENCE IS HEREBY MADE. CAPITALIZED TERMS NOT DEFINED
HEREIN SHALL HAVE THE MEANINGS SPECIFIED IN THE PROSPECTUS, THE SUBORDINATED
INDENTURE AND THE NOTES.
GENERAL
The Notes are to be issued under an Indenture, dated as of March 16, 1995
(the "Subordinated Indenture"), between the Corporation and Chemical Bank, as
Trustee (the "Subordinated Debt Trustee"). The Notes will mature on September 1,
2005 and are limited to $150,000,000 aggregate principal amount.
The Notes will bear interest from September 1, 1995, or from the most recent
Interest Payment Date to which interest has been paid, at the rate per annum
shown on the cover page of this Prospectus Supplement, payable semi-annually on
March 1 and September 1 of each year commencing March 1, 1996, to the holders of
record at the close of business on the fifteenth calendar day next preceding
such Interest Payment Date.
The Notes will be issued in denominations of $1,000 and integral multiples
thereof.
The Notes are not redeemable by the Corporation, in whole or in part, prior
to their maturity.
The Notes will be unsecured subordinated obligations of the Corporation
which will rank pari passu with all other subordinated indebtedness of the
Corporation and, together with such other subordinated indebtedness, will be
subordinated in right of payment to the prior payment in full of the Senior
Indebtedness of the Corporation. As of June 30, 1995, the Corporation had
approximately $1,247,703,000 of Senior Indebtedness outstanding. The
Subordinated Indenture does not place any limit on the Corporation's ability to
issue Senior Indebtedness. Payment of the principal of the Notes may be
accelerated only in the case of certain events involving the bankruptcy,
insolvency or reorganization of the Corporation. There is no right of
acceleration in the case of a default in the performance of any covenant of the
Corporation, including the payment of principal or interest. See "Description of
Debt Securities -- Subordinated Securities" in the accompanying Prospectus.
BOOK ENTRY NOTES
The Notes will be issued in the form of one fully registered Global Note
(the "Global Note") which will be deposited with, or on behalf of, the
Depositary and registered in the name of the Depositary's nominee. Except as set
forth in the accompanying Prospectus, the Global Note may be transferred, in
whole and not in part, only to another nominee of the Depositary or to a
successor of the Depositary or its nominee.
S-3
<PAGE>
The Depositary has advised as follows: it is a limited-purpose trust company
organized under the laws of the State of New York, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code, and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of 1934, as amended.
The Depositary was created to hold securities for its participating
organizations ("Participants") and to facilitate the clearance and settlement of
securities transactions between Participants in such securities through
electronic book-entry changes in accounts of Participants. Participants include
securities brokers and dealers (including certain of the Underwriters), banks
and trust companies, clearing corporations and certain other organizations.
Access to the Depositary's system is also available to others such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly ("Indirect
Participants"). Persons who are not Participants may beneficially own securities
held by the Depositary only through Participants or Indirect Participants.
The Depositary advises that pursuant to procedures established by it (i)
upon issuance of the Notes by the Corporation, the Depositary will credit the
accounts of Participants designated by the Underwriters with the principal
amounts of the Notes purchased by the Underwriters, and (ii) ownership of
beneficial interests in the Global Note will be shown on, and the transfer of
that ownership will be effected only through, records maintained by the
Depositary, the Participants and the Indirect Participants. The laws of some
states require that certain persons take physical delivery in definitive form of
securities which they own. Consequently, the ability to transfer beneficial
interests in the Global Note is limited to such extent.
UNDERWRITING
The Underwriters named below have severally agreed to purchase from the
Corporation the following respective principal amounts of the Notes:
<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITER AMOUNT
- ------------ --------------
<S> <C>
Morgan Stanley & Co. Incorporated....................................................... $ 90,000,000
Chemical Securities Inc................................................................. 30,000,000
Lehman Brothers Inc..................................................................... 30,000,000
--------------
Total............................................................................... $ 150,000,000
</TABLE>
The Terms Agreement relating to the Notes, which incorporates therein the
provisions of the Underwriting Agreement by reference, provides that the
obligations of the Underwriters are subject to certain conditions precedent, and
that the Underwriters will be obligated to purchase all of the Notes if any are
purchased.
The Corporation has been advised by Morgan Stanley & Co. Incorporated that
the Underwriters propose to offer the Notes to the public initially at the
offering price set forth on the cover page of this Prospectus Supplement and to
certain dealers at such price, less a concession of .30% of the principal amount
of the Notes; that the Underwriters and such dealers may allow a discount of
.15% of such principal amount on sales to certain other dealers; and that after
the initial public offering the public offering price and concession and
discount to dealers may be changed by the Underwriters.
The Corporation has agreed to indemnify the Underwriters against, or make
contributions to the Underwriters with respect to, certain liabilities,
including liabilities under the Securities Act of 1933, as amended.
The Underwriters and affiliates of the Underwriters in the ordinary course
of business engage in transactions with and perform services for the Corporation
which may include, among other things, normal commercial banking and investment
banking transactions and services. In addition, Chemical Securities Inc. is an
affiliate of Chemical Bank which is the Agent and a lender to the Corporation
under the Corporation's bank credit facility and which is acting as Subordinated
Debt Trustee under the Subordinated Indenture relating to the Notes.
S-4
<PAGE>
PROSPECTUS
BARNETT BANKS, INC.
DEBT SECURITIES
PREFERRED STOCK
Barnett Banks, Inc. (the "Corporation"), a Florida corporation, from time to
time may issue, in one or more series, its notes, debentures or other unsecured
evidences of indebtedness (the "Debt Securities") and may issue, in one or more
series, its Preferred Stock, $.10 par value (the "Preferred Stock"), on terms to
be determined at the time of sale, all having an aggregate initial offering
price not to exceed $1,061,400,000, or the equivalent thereof in one or more
foreign currencies, including composite currencies such as the European Currency
Unit ("ECU"). The Debt Securities may be either senior in priority of payment
(the "Senior Securities") or subordinated in priority of payment (the
"Subordinated Securities"). The Debt Securities and the Preferred Stock
(together, the "Securities") may be offered, separately or together, as separate
series in amounts, at prices and on terms to be set forth in supplements to this
Prospectus (a "Prospectus Supplement").
If Debt Securities are offered, the terms of the Debt Securities, including,
when applicable, the specific designation; priority; aggregate principal amount;
denominations and currency or currency unit for which the Debt Securities may be
purchased; the currency or currency rate in which the principal and any interest
is payable; maturity; interest rate (or method of calculation); time of payment
of interest; any terms for redemption at the option of the Corporation or the
holder, or terms for conversion into shares of Common Stock, $2.00 par value, of
the Corporation ("Common Stock"); terms for sinking fund payments; stock
exchange listing; and other terms in connection with the offering and sale of
the Debt Securities in respect of which this Prospectus is being delivered, will
be set forth in the accompanying Prospectus Supplement. The Debt Securities may
be issued in registered or bearer form. In addition, all or a portion of the
Debt Securities of a series may be issuable in temporary or permanent global
form.
If Preferred Stock is issued, the terms of the Preferred Stock, including,
when applicable, the specific number of shares; title; issuance price; dividend
rate (or method of calculation); dividend payment dates; voting and other
rights; redemption or sinking fund provisions; conversion rights; and other
specific terms of the series of Preferred Stock in respect of which this
Prospectus is being delivered will be set forth in the accompanying Prospectus
Supplement.
The Securities may be sold to underwriters for public offering pursuant to
terms of offering fixed at the time of sale. In addition, the Securities may be
sold by the Corporation directly or through agents designated from time to time.
See "Plan of Distribution." The Prospectus Supplement will also set forth, with
respect to the sale of the Securities in respect of which this Prospectus is
being delivered, the names of such underwriters, agents or dealers, if any, the
terms of the offering and any applicable commissions or discounts, and the net
proceeds to the Corporation from such sale. Any underwriters, dealers or agents
participating in the offering may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act").
------------------------
THE SECURITIES WILL BE UNSECURED OBLIGATIONS OF THE CORPORATION AND WILL NOT BE
OBLIGATIONS OF A BANK, ARE NOT DEPOSITS AND WILL NOT BE INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR BY ANY OTHER GOVERNMENT AGENCY.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS MARCH 3, 1995.
<PAGE>
AVAILABLE INFORMATION
The Corporation is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the Commission's
public reference room located at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the public reference facilities in the Commission's regional offices
located at: Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and Seven World Trade Center, New York, New York 10048.
Copies of such materials can be obtained at prescribed rates by writing to the
Securities and Exchange Commission, Public Reference Section, 450 Fifth Street,
N.W., Washington, D.C. 20549. Certain of the Corporation's securities are listed
on the New York Stock Exchange, Inc. ("NYSE"), and reports, proxy statements and
other information concerning the Corporation may be inspected at the offices of
the NYSE, 20 Broad Street, New York, New York 10005.
The Corporation has filed with the Commission a Registration Statement on
Form S-3 (together with any amendments and exhibits thereto, the "Registration
Statement") under the Securities Act with respect to the Securities. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. Such additional information may be obtained from
the public reference room of the Commission, 450 Fifth Street, N.W., in
Washington, D.C. 20549. Statements contained in this Prospectus or in any
document incorporated by reference in this Prospectus as to the contents of any
contract or other document referred to herein or therein are not necessarily
complete, and in each instance reference is made to the copy of such contract or
other document filed as an exhibit to the Registration Statement or such other
document, each such statement being qualified in all respects by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed with the Commission by the Corporation are
incorporated, as of their respective filing dates, by reference in this
Prospectus.
(a) the Corporation's Annual Report on Form 10-K for the year ended December
31, 1994;
(b) the description of the Corporation's Common Stock contained in its
Registration Statement on Form 8-A, filed with the Commission on December
12, 1979; and
(c) the description of the Corporation's Junior Participating Preferred
Stock Purchase Rights, as amended, contained in its Registration
Statement on Form 8-A, filed with the Commission on July 12, 1990.
All documents filed by the Corporation pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of the offering of the Securities offered hereby shall be deemed to
be incorporated herein by reference and to be a part hereof from the filing date
of such documents. Any statement contained herein or in a document incorporated
or deemed to be incorporated herein by reference shall be deemed to be modified
or superseded for purposes hereof to the extent that a statement contained
herein or in any other subsequently filed document which also is, or is deemed
to be, incorporated herein by reference modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed to constitute a
part hereof, except as so modified or superseded.
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM THIS PROSPECTUS IS DELIVERED, ON THE REQUEST OF SUCH
PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS DESCRIBED ABOVE UNDER
"INCORPORATION OF CERTAIN INFORMATION BY REFERENCE" (OTHER THAN EXHIBITS TO SUCH
DOCUMENTS). REQUESTS SHOULD BE DIRECTED TO:
BARNETT BANKS, INC.
50 NORTH LAURA STREET
JACKSONVILLE, FLORIDA 32202
ATTENTION: CORPORATE COMMUNICATIONS
(TELEPHONE: (904) 791-7668)
2
<PAGE>
THE CORPORATION
The Corporation, organized in 1930, is a bank holding company registered
under the Bank Holding Company Act of 1956, as amended (the "BHC Act"). As of
December 31, 1994, the Corporation owned 31 commercial banks having 628 offices
throughout Florida and Georgia. The Corporation also owns nonbanking
subsidiaries that provide support services and specialized financial services,
including trust, merchant services, full-service brokerage, credit-related
insurance, credit card and mortgage banking services. On December 31, 1994, the
Corporation had total assets of $41.3 billion and total deposits of $35.1
billion. On that date, the Corporation was the 21st largest bank holding company
in the United States and the largest bank holding company in Florida.
The Corporation is a legal entity separate and distinct from its
subsidiaries. Accordingly, the right of the Corporation, and thus the right of
the Corporation's creditors and shareholders, to participate in any distribution
of the assets or earnings of any subsidiary is necessarily subject to the prior
claims of creditors of its subsidiaries, except to the extent that claims of the
Corporation in its capacity as a creditor may be recognized. The principal
source of the Corporation's revenues is dividends from its subsidiaries.
The principal executive offices of the Corporation are located at 50 North
Laura Street, Jacksonville, Florida 32202. Its mailing address is Post Office
Box 40789, Jacksonville, Florida 32203, and its telephone number is (904)
791-7720.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
AND COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS
For the last five years, the consolidated ratios of earnings to fixed
charges and earnings to combined fixed charges and preferred stock dividend
requirements of the Corporation, computed as set forth below, were as follows:
<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
-----------------------------------------------------
1994 1993 1992 1991 1990
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Earnings to Fixed Charges:
Excluding Interest on Deposits............................. 4.92 6.04 3.27 1.56 1.23
Including Interest on Deposits............................. 1.78 1.69 1.26 1.05 1.02
Earnings to Combined Fixed Charges and Preferred Stock
Dividend Requirements:
Excluding Interest on Deposits............................. 4.29 4.95 2.72 1.46 1.23
Including Interest on Deposits............................. 1.73 1.64 1.23 1.04 1.02
</TABLE>
For purposes of computing both the ratios of earnings to fixed charges and
earnings to combined fixed charges and preferred stock dividend requirements,
earnings represent net income plus applicable income taxes and fixed charges.
Fixed charges, excluding interest on deposits, represent interest expense
(except interest paid on deposits), capitalized interest, and the interest
factor included in rents. Fixed charges, including interest on deposits,
represent all interest expense, capitalized interest, and the interest factor
included in rents. Combined fixed charges and preferred stock dividend
requirements, excluding interest on deposits, represent interest expense (except
interest paid on deposits), capitalized interest, an amount equal to the pre-tax
earnings required to meet applicable preferred stock dividend requirements, and
the interest factor included in rents. Combined fixed charges and preferred
stock dividend requirements, including interest on deposits, represent all
interest expense, capitalized interest, an amount equal to the pre-tax earnings
required to meet applicable preferred stock dividend requirements, and the
interest factor included in rents.
3
<PAGE>
USE OF PROCEEDS
Except as set forth in the applicable Prospectus Supplement, the Corporation
currently intends to use the net proceeds from the sale of Securities for
general corporate purposes, which may include the reduction of short-term
indebtedness, investments in, or extensions of credit to, its subsidiaries and
the financing of possible acquisitions. Pending such use, the net proceeds may
be temporarily invested in short-term obligations. The precise amounts and
timing of the application of proceeds will depend upon the funding requirements
of the Corporation and its subsidiaries and the availability of other funds.
REGULATORY MATTERS
GENERAL
As a bank holding company, the Corporation is subject to regulation and
supervision by the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board") under the BHC Act. The various bank subsidiaries of the
Corporation are subject to regulation and supervision by the state banking
authorities of the states in which they are organized (in the case of state
chartered banks), the Federal Reserve Board (in the case of state chartered
banks that are members of the Federal Reserve System), the Office of the
Comptroller of the Currency (the "OCC") (in the case of national banks), and the
Federal Deposit Insurance Corporation (the "FDIC").
The Corporation's nonbanking activities are also supervised by the Federal
Reserve Board. In addition, Barnett Banks Insurance, Inc. is subject to
insurance laws and regulations of the Florida Department of Insurance. The
activities of Barnett Securities, Inc. are governed by the Commission, the
National Association of Securities Dealers (the "NASD"), state securities laws
and the Federal Reserve Board.
The Corporation's banking subsidiaries are subject to restrictions under
federal law which limit the transfer of funds by the subsidiary banks to the
Corporation and its nonbanking subsidiaries, whether in the form of loans,
extensions of credit, investments or asset purchases. Such transfers by any
subsidiary bank to the Corporation or any nonbanking subsidiary are limited in
amount to 10% of the bank's capital and surplus and, with respect to the
Corporation and all such nonbanking subsidiaries, to an aggregate of 20% of such
bank's capital and surplus. Furthermore, such loans and extensions of credit are
required to be secured in specified amounts.
Under Federal Reserve Board policy, the Corporation is expected to act as a
source of financial strength to each subsidiary bank and to commit resources to
support such subsidiary bank in circumstances where the Corporation might not do
so absent such policy. In addition, any capital loans by the Corporation to any
of the subsidiary banks would also be subordinate in right of payment to
deposits and to certain other obligations of such subsidiary bank, including any
liabilities of such bank to the FDIC under the "cross-guarantee" provisions
described below.
As a result of the enactment of the Financial Institutions Reform, Recovery,
and Enforcement Act of 1989 ("FIRREA"), a depository institution insured by the
FDIC can be held liable for any loss incurred by, or reasonably expected to be
incurred by, the FDIC after August 9, 1989, in connection with (i) the default
of a commonly controlled FDIC-insured depository institution or (ii) any
assistance provided by the FDIC to a commonly controlled FDIC-insured depository
institution in danger of default. "Default" is defined generally as the
appointment of a conservator or receiver and "in danger of default" is defined
generally as the existence of certain conditions indicating that a "default" is
likely to occur in the absence of regulatory assistance.
Pursuant to the Federal Deposit Insurance Corporation Improvement Act of
1991 ("FDICIA"), after December 31, 1994, the FDIC may not take any action that
would have the effect of increasing the losses to a deposit insurance fund by
protecting depositors for more than the insured portion of deposits (generally,
$100,000) or creditors other than depositors. The FDIC is also authorized by
FDICIA to settle all uninsured and unsecured claims in the insolvency of an
insured bank by making a
4
<PAGE>
final settlement payment after the declaration of insolvency. Such a payment
would constitute full payment and disposition of the FDIC's obligations to
claimants. The rate of such final settlement payments is to be a percentage rate
determined by the FDIC reflecting an average of the FDIC's receivership recovery
experience.
As a result of the provisions of law described above, in the event of the
insolvency of a subsidiary bank, the FDIC could limit or prohibit dividends
payable to the Corporation by such subsidiary and the Debt Securities could be
treated differently from, and holders of Debt Securities could receive
significantly less than holders of, deposit obligations of such a subsidiary.
FEDERAL DEPOSITOR PREFERENCE LEGISLATION
On August 10, 1993, the Federal Deposit Insurance Act was amended to provide
that in the event of the liquidation or other resolution of an insured
depository institution occurring on or after such date, the claims of depositors
of such institution (including claims by the FDIC as subrogee of insured
depositors) are entitled to priority in payment over the claims of any other
senior or general creditors of the institution, including any obligations to
shareholders of such depository institution in their capacity as such.
DIVIDENDS
The principal source of funds for the Corporation is dividends paid to it by
its subsidiaries. Various federal and state statutory provisions limit the
amount of dividends the subsidiary banks can pay to the Corporation. The
approval of the OCC is required for any dividend by a national bank if the total
of all dividends declared by the bank in any calendar year would exceed the
total of its net income, as defined by the OCC, for that year to date combined
with its retained net income for the preceding two years less any required
transfers to surplus or a fund for the retirement of any preferred stock. A
similar provision is imposed on Florida state banks by the Florida Banking Code
and on Georgia state banks by the Financial Institutions Code of Georgia. In
addition, a national bank may not pay a dividend in an amount greater than its
undivided profits then on hand. Under these provisions, the Corporation's
subsidiary banks could have declared, as of December 31, 1994, aggregate
dividends of approximately $361 million. The payment of dividends by subsidiary
banks is affected by various factors, such as the maintenance of adequate
capital for such subsidiary banks as described more fully below. The Federal
Reserve Board, the OCC and the FDIC have indicated that as a general matter
dividends should be paid by banks only to the extent of earnings from continuing
operations.
CAPITAL
The Federal Reserve Board's risk-based capital guidelines for state member
banks and bank holding companies were fully phased in at the end of 1992. Under
those guidelines, the minimum ratio of total capital to risk-weighted assets is
8%. At least half of the total capital is to be comprised of common equity,
retained earnings and qualifying perpetual preferred stock, after subtracting
goodwill and other intangibles (with certain limited exceptions), as described
below ("Tier 1 capital"). The remainder ("Tier 2 capital") may consist of
perpetual debt, mandatorily convertible debt securities, a limited amount of
subordinated debt, term preferred stock and a limited amount of loan loss
reserves. The Corporation's national banking subsidiaries are subject to similar
capital requirements adopted by the OCC. In addition, the Federal Reserve Board
requires a minimum leverage ratio (Tier 1 capital to total average assets,
excluding goodwill and other ineligible intangibles) of 3% for bank holding
companies that meet certain specified criteria, including having the highest
regulatory rating. The rule indicates that the minimum leverage ratio should be
at least 1-2% higher for bank holding companies that do not have the highest
rating or that are undertaking major expansion programs. The OCC has adopted
substantially identical minimum leverage ratio requirements. On December 31,
1994, the Corporation had a Tier 1 risk-based capital ratio of 9.68% and a total
risk-based capital ratio of 12.42%. At that date, the Corporation had a leverage
ratio of 6.97%.
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Under the Federal Reserve Board's guidelines, the only types of intangible
assets that may be included in (i.e., not deducted from) a bank holding
company's capital are readily marketable purchased mortgage servicing rights
("PMSRs") and purchased credit card relationships ("PCCRs"), provided that, in
the aggregate, the total amount of PMSRs and PCCRs included in capital does not
exceed 50% of Tier 1 capital. PCCRs are subject to a separate sublimit of 25% of
Tier 1 capital. The amount of PMSRs and PCCRs that a bank holding company may
include in its capital is limited to the lesser of (i) 90% of such assets' fair
market value (as determined under the guidelines) or (ii) 100% of such assets'
book value, each determined quarterly. Identifiable intangible assets (i.e.,
intangible assets other than goodwill) other than PMSRs and PCCRs, including
core deposit intangibles, acquired on or before February 19, 1992 (the date the
Federal Reserve Board issued its original proposal for public comment) generally
will not be deducted from capital for supervisory purposes, although they will
continue to be deducted for purposes of evaluating applications filed by bank
holding companies.
On September 14, 1993, the Federal Reserve Board, the FDIC and the OCC
issued a joint notice of proposed rulemaking, soliciting comments on a proposal
to revise their risk-based capital standards to take account of interest rate
risk. The notices propose alternative approaches for determining the additional
amount of capital, if any, that may be required to compensate for interest rate
risk. The first approach would reduce a depository institution's risk-based
capital ratios by an amount based on its measured exposure to interest rate risk
in excess of a specified threshold. The second approach would assess the need
for additional capital on a case-by-case basis, considering both the level of
measured exposure and qualitative risk factors. The Corporation cannot assess at
this point the impact, if any, that such proposals would have on its capital
ratios.
FDICIA
The Federal Deposit Insurance Corporation Improvement Act of 1991, enacted
in December 1991 ("FDICIA"), specifies, among other things, the following
capital standard categories for depository institutions: well capitalized,
adequately capitalized, undercapitalized, significantly undercapitalized and
critically undercapitalized. FDICIA imposes progressively more restrictive
constraints on operations, management and capital distributions depending on the
category in which an institution is classified.
Each of the federal banking agencies has issued final uniform regulations
that became effective December 19, 1992, which, among other things, define the
capital levels described above. Under the final regulations, a bank is
considered "well capitalized" if it (i) has a total risk-based capital ratio of
10% or greater, (ii) has a Tier 1 risk-based capital ratio of 6% or greater,
(iii) has a leverage ratio of 5% or greater and (iv) is not subject to any order
or written directive to meet and maintain a specific capital level for any
capital measure. An "adequately capitalized" bank is defined as one that has (i)
a total risk-based capital ratio of 8% or greater, (ii) a Tier 1 risk-based
capital ratio of 4% or greater and (iii) a leverage ratio of 4% or greater (or
3% or greater in the case of a bank with a composite CAMEL rating of 1). A bank
is considered (A) "undercapitalized" if it has (i) a total risk-based capital
ratio of less than 8%, (ii) a Tier 1 risk-based capital ratio of less than 4% or
(iii) a leverage ratio of less than 4% (or 3% in the case of a bank with a
composite CAMEL rating of 1); (B) "significantly undercapitalized" if the bank
has (i) a total risk-based capital ratio of less than 6%, (ii) a Tier 1
risk-based capital ratio of less than 3% or (iii) a leverage ratio of less than
3%; and (C) "critically undercapitalized" if the bank has a ratio of tangible
equity to total assets equal to or less than 2%. The applicable federal
regulatory agency for a bank that is "well capitalized" may reclassify it as
"adequately capitalized," or subject an "adequately capitalized" or
"undercapitalized" institution to the supervisory actions applicable to the next
lower capital category, if it determines that the bank is in an unsafe or
unsound condition or deems the bank to be engaged in an unsafe or unsound
practice and not to have corrected the deficiency. As of December 31, 1994, each
of the Corporation's subsidiary banks met the definition of a "well capitalized"
institution.
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"Undercapitalized" depository institutions, among other things, are subject
to growth limitations, are prohibited, with certain exceptions, from making
capital distributions, are limited in their ability to obtain funding from a
Federal Reserve Bank and are required to submit a capital restoration plan. The
federal banking agencies may not accept a capital plan without determining,
among other things, that the plan is based on realistic assumptions and is
likely to succeed in restoring the depository institution's capital. In
addition, for a capital restoration plan to be acceptable, the depository
institution's parent holding company must guarantee that the institution will
comply with such capital restoration plan and provide appropriate assurances of
performance. If a depository institution fails to submit an acceptable plan,
including if the holding company refuses or is unable to make the guarantee
described in the previous sentence, it is treated as if it is "significantly
undercapitalized." Failure to submit or implement an acceptable capital plan
also is grounds for the appointment of a conservator or a receiver.
"Significantly undercapitalized" depository institutions may be subject to a
number of additional requirements and restrictions, including orders to sell
sufficient voting stock to become adequately capitalized, requirements to reduce
total assets and cessation of receipt of deposits from correspondent banks.
"Critically undercapitalized" institutions, among other things, are prohibited
from making any payments of principal and interest on subordinated debt, and are
subject to the appointment of a receiver or conservator.
Under FDICIA, the FDIC is permitted to provide financial assistance to an
insured bank before appointment of a conservator or receiver only if (i) such
assistance would be the least costly method of meeting the FDIC's insurance
obligations, (ii) grounds for appointment of a conservator or a receiver exist
or are likely to exist, (iii) it is unlikely that the bank can meet all capital
standards without assistance and (iv) the bank's management has been competent,
has complied with applicable laws, regulations, rules and supervisory directives
and has not engaged in any insider dealing, speculative practice or other
abusive activity.
FDICIA also contains a variety of other provisions that may affect the
operations of the Corporation including new reporting requirements, regulatory
standards for real estate lending, "truth in savings" provisions, and the
requirement that a depository institution give 90 days prior notice to customers
and regulatory authorities before closing any branch. FDICIA also contains a
prohibition on the acceptance or renewal of brokered deposits by depository
institutions that are not "well capitalized" or are "adequately capitalized" and
have not received a waiver from the FDIC.
FDICIA provides the federal banking agencies with significantly expanded
powers to take enforcement action against institutions which fail to comply with
capital or other standards. Such action may include the termination of deposit
insurance by the FDIC or the appointment of a receiver or conservator for the
institution.
The foregoing necessarily is a general description of certain provisions of
FDICIA and does not purport to be complete. The provisions of FDICIA are
implemented through regulations issued by the various federal banking agencies.
Although certain of those regulations were adopted in final form in 1994, others
remain in proposed form. Accordingly, the effect of FDICIA on the Corporation is
not yet fully ascertainable.
INTERSTATE BANKING LEGISLATION
The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 was
enacted into law on September 29, 1994. The law provides that, among other
things, substantially all state law barriers to the acquisition of banks by
out-of-state bank holding companies will be eliminated effective as of September
29, 1995. The law will also permit interstate branching by banks effective as of
June 1, 1997, subject to the ability of states to opt-out completely or to set
an earlier effective date. The Corporation anticipates that the effect of the
new law will be to increase competition within the markets in which it now
operates, although the Corporation cannot predict the extent to which
competition will increase in such markets or the timing of such increase.
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DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities
offered by any Prospectus Supplement (the "Offered Debt Securities") and the
extent, if any, to which such general provisions may apply to the Debt
Securities so offered will be described in the Prospectus Supplement relating to
such Offered Debt Securities.
The Senior Securities will be issued under an Indenture (the "Senior
Indenture"), dated as of March 16, 1995, as amended or supplemented from time to
time, between the Corporation and The First National Bank of Chicago, as Trustee
(the "Senior Debt Trustee"). The Subordinated Securities will be issued under an
Indenture (the "Subordinated Indenture"), dated as of March 16, 1995, as amended
or supplemented from time to time, between the Corporation and Chemical Bank, as
Trustee (the "Subordinated Debt Trustee"). A copy of the Senior Indenture and
the Subordinated Indenture, along with any amendments or supplements,
(collectively, the "Indentures") are filed as exhibits to the Registration
Statement. The following summaries of the Debt Securities and the Indentures do
not purport to be complete and are subject to in all respects, and qualified in
their entirety by reference to, all the provisions of the Indenture applicable
to a particular series of Debt Securities (the "Applicable Indenture"),
including the applicable definitions therein of certain capitalized terms used
in this Prospectus.
GENERAL
The Debt Securities will be unsecured obligations of the Corporation. The
Indentures do not limit the amount of Debt Securities that may be issued
thereunder and provide that Debt Securities may be issued thereunder from time
to time in one or more series.
Neither Indenture contains any restriction on the Corporation's ability to
enter into a highly leveraged transaction or any provision affording special
protection to holders of Debt Securities in the event the Corporation engages in
a highly leveraged transaction. Further, neither Indenture contains any
provisions that would provide protection to holders of Debt Securities upon a
sudden and dramatic decline in the credit quality of the Corporation resulting
from a takeover, recapitalization or similar restructuring of the Corporation.
The applicable Prospectus Supplement will describe the terms of the Offered
Debt Securities, including, when applicable: (1) the title of the Offered Debt
Securities; (2) any limit on the aggregate principal amount of the Offered Debt
Securities; (3) the date or dates on which the Offered Debt Securities may be
issued and are or will be payable; (4) the rate or rates per annum (which may be
fixed or variable) at which the Offered Debt Securities will bear interest, if
any, or the method by which such rate or rates shall be determined, and the date
or dates from which such interest, if any, will accrue; (5) the date or dates on
which such interest, if any, on the Offered Debt Securities will be payable and
the Regular Record Dates for any such Interest Payment Dates, and the extent to
which, or the manner in which, any interest payable on a temporary or permanent
global Debt Security ("Global Notes") on an Interest Payment Date will be paid
if other than in the manner described under "Global Notes" below; (6) each
office or agency where, subject to the terms of the relevant Indenture as
described below under "Payment and Paying Agents," the principal, premium, if
any, and interest on the Offered Debt Securities will be payable and each office
or agency where, subject to the terms of the relevant Indenture as described
below under "Denominations, Registration and Transfer," the Offered Debt
Securities may be presented for registration of transfer or exchange and, if
applicable, conversion; (7) the period or periods within which, the price or
prices at which, and the terms and conditions upon which the Offered Debt
Securities may be redeemed at the option of the Corporation; (8) the obligation,
if any, of the Corporation to redeem, repay or purchase the Offered Debt
Securities pursuant to any sinking fund or analogous provisions or at the option
of a Holder thereof, and the period or periods within which, the price or prices
at which and the terms and conditions upon which the Offered Debt Securities
will be redeemed, repaid or purchased pursuant to any such obligation; (9)
whether the Offered Debt Securities are to be issued with original issue
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discount within the meaning of Section 1273(a) of the Internal Revenue Code of
1986, as amended (the "Code"), and the regulations thereunder and the amount of
such discount; (10) provisions, if any, for the defeasance of the Offered Debt
Securities; (11) whether the Offered Debt Securities are to be issued as
Registered Securities or Bearer Securities, or both, and if Bearer Securities
are issued, whether Coupons will be attached thereto, whether Bearer Securities
may be exchanged for Registered Securities and the circumstances and places for
such exchange, if permitted, and any United States tax consequences to foreign
investors in Offered Debt Securities; (12) whether the Offered Debt Securities
are to be issued in whole or in part in the form of one or more temporary or
permanent Global Notes in registered or bearer form and, if so, the identity of
the depositary, if any, for such Global Note or Notes; (13) any provisions for
payment of additional amounts for taxes, and any provisions for redemption, in
the event the Corporation must comply with reporting requirements in respect of
an Offered Debt Security other than a Floating Rate Security ("Affected
Security") or must pay such additional amounts in respect of any Offered Debt
Security; (14) if other than U.S. Dollars, the Foreign Currency or Currencies in
which the Debt Securities may be denominated and the principal, premium, if any,
and interest on the Offered Debt Securities that shall or may be paid and, if
applicable, whether at the election of the Corporation and/or the Holder, the
conditions and manner of determining the exchange rate or rates; (15) any index
used to determine the amount of payment of principal, premium, if any, and
interest on the Offered Debt Securities; (16) the applicable Overdue Rate, if
any; (17) any addition to, or modification or deletion of, any Events of Default
or covenants provided for with respect to the Offered Debt Securities; (18) the
priority of payment of such Offered Debt Securities; (19) whether the Offered
Debt Securities are convertible into Common Stock and, if so, the terms and
conditions upon which such conversion will be effected, including the initial
conversion price or conversion rate, the conversion period and other conversion
provisions in addition or in lieu of those described herein; (20) whether the
Offered Debt Securities are to be issued as Dual Currency Securities and if so,
the two currencies in which any scheduled payment of principal, premium, if any,
or interest due thereon may be made at the option of the Corporation and any
other special terms with respect to such Dual Currency Securities; (21) whether
the Offered Debt Securities will be Senior Securities or Subordinated Securities
and, if Subordinated Securities, the applicable subordination provisions; and
(22) any other terms and provisions of the Offered Debt Securities which are not
inconsistent with the relevant Indenture. Any such Prospectus Supplement will
also describe any special provisions for the payment of additional amounts with
respect to the Offered Debt Securities and terms relevant to Offered Debt
Securities denominated in a Currency other than U.S. Dollars.
Debt Securities may be issued as Discount Securities to be sold at a
substantial discount below their principal amount. "Discount Securities" mean
any Debt Securities issued with "original issue discount" within the meaning of
Section 1273(a) of the Code and the regulations thereunder. Special United
States income tax and other considerations applicable to Discount Securities
will be described in the applicable Prospectus Supplement relating thereto.
Discount Securities may provide for the declaration of acceleration of the
Maturity of an amount less than the principal amount thereof upon the occurrence
of an Event of Default and the continuation thereof.
Debt Securities may also be issued as Dual Currency Securities. "Dual
Currency Securities" means any Debt Securities as to which the Corporation has
the option of making scheduled payments of principal, premium, if any, or
interest in either of two currencies. Such two currencies, any other special
terms and special United States income tax considerations with respect to such
Dual Currency Securities will be described in the applicable Prospectus
Supplement relating thereto.
DENOMINATIONS, REGISTRATION AND TRANSFER
Each Debt Security may be denominated in U.S. Dollars or in other
currencies, ECUs or other composite currencies (the "Specified Currency"), all
as set forth in an applicable Prospectus Supplement. See "Currency Risks."
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Debt Securities of a series may be issuable as Registered Securities, as
Bearer Securities with or without Coupons attached or as both Registered
Securities and Bearer Securities. Debt Securities of a series may be issuable in
whole or in part in the form of one or more Global Notes, as described below
under "Global Notes." Unless otherwise provided in an applicable Prospectus
Supplement with respect to a series of Debt Securities, the Debt Securities will
be issuable as Registered Securities without Coupons and in denominations (i) if
denominated in U.S. Dollars, of $1,000 or any integral multiple thereof, or (ii)
if denominated in a Specified Currency other than U.S. Dollars, as set forth in
the applicable Prospectus Supplement. One or more Global Notes may be issued in
a denomination or aggregate denominations equal to the aggregate principal
amount of Outstanding Debt Securities of the series to be represented by such
Global Note or Notes.
In connection with the sale during the "restricted period" (referred to
under "Limitations on Issuance of Bearer Securities"), no Bearer Security may be
mailed or otherwise delivered to any location in the United States (as defined
under "Limitations on Issuance of Bearer Securities") and any such Bearer
Security (other than a temporary Global Note in bearer form) may be delivered
only if the Person entitled to receive such Bearer Security furnishes written
certification, in the form required by the applicable Indenture, to the effect
that such Bearer Security is not being acquired by or on behalf of a U.S. Person
(as defined under "Limitations on Issuance of Bearer Securities"), or, if a
beneficial interest in such Bearer Security is being acquired by or on behalf of
a U.S. Person, that such U.S. Person (i) acquired and holds such Bearer Security
through a foreign branch of a financial institution, (ii) is a financial
institution purchasing for its own account and, in either case (i) or (ii), the
financial institution agrees to comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Code and the regulations thereunder or (iii) is
a financial institution purchasing for resale during the restricted period only
to non-U.S. Persons outside the United States. See "Global Notes -- Bearer Debt
Securities" and "Limitations on Issuance of Bearer Securities."
Registered Securities of any series (other than a Global Note) will be
exchangeable for other Registered Securities of the same series and of a like
aggregate principal amount and tenor of different authorized denominations. In
addition, if so provided in an applicable Prospectus Supplement, Bearer
Securities of any series which are registrable as to principal and interest may,
at the option of the Holder and subject to the terms of the applicable
Indenture, be exchangeable for Registered Securities of the same series of any
authorized denominations and of a like aggregate principal amount and tenor. Any
Bearer Security surrendered for exchange shall be surrendered with all unmatured
Coupons and all matured Coupons in default except that any Bearer Security
surrendered in exchange for a Registered Security between a Regular Record Date
or a Special Record Date and the relevant date for payment of interest shall be
surrendered without the Coupon relating to such Interest Payment Date and
interest will not be payable in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only to the Holder of
such Coupon when due in accordance with the terms of the Applicable Indenture.
Except as provided in an applicable Prospectus Supplement, Bearer Securities
will not be issued in exchange for Registered Securities.
Debt Securities may be presented for exchange as provided above, and
Registered Securities (other than Global Notes) may be presented for
registration of transfer (with the form of transfer endorsed thereon duly
executed), at the office of the Security Registrar or co-Security Registrar
designated by the Corporation for such purpose with respect to any series of
Debt Securities and referred to in an applicable Prospectus Supplement, without
service charge and upon payment of any taxes and other governmental charges as
described in the Applicable Indenture. Such transfer or exchange will be
effected upon the Security Registrar or co-Security Registrar being satisfied
with the documents of title and identity of the person making the request. The
Corporation has appointed the Senior Debt Trustee and the Subordinated Debt
Trustee (the Senior Debt Trustee and the Subordinated Debt Trustee are herein
collectively referred to as the "Trustees") as Security Registrars in respect of
Debt Securities issued under the Senior Indenture and the Subordinated
Indenture, respectively; provided, however, that the Corporation may appoint
co-Security Registrars, so long as there is only one Security Registrar per
series of Debt Securities.
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CURRENCY RISKS
Debt Securities denominated or payable in foreign currencies may entail
significant risks. These risks include, without limitation, the possibility of
significant fluctuations in the foreign currency markets, the imposition or
modification of foreign exchange controls and potential illiquidity in the
secondary market. These risks will vary depending upon the Currency or
Currencies involved and will be more fully described in the applicable
Prospectus Supplement.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal, premium, if any, and interest on Bearer Securities will be
payable, subject to any applicable laws and regulations, at the offices of such
Paying Agents outside the United States as the Corporation may designate from
time to time. Unless otherwise indicated in an applicable Prospectus Supplement,
payment of interest on Bearer Securities on any Interest Payment Date will be
made only against surrender of the Coupon relating to such Interest Payment
Date. No payment of interest on a Bearer Security will be made unless on the
earlier of the date of the first such payment by the Corporation or the date of
delivery by the Corporation of a definitive Bearer Security, including a
permanent Global Note, a written certificate, in the form and to the effect
described above under "Denomination, Registration and Transfer," is provided to
the Corporation. No payment with respect to any Bearer Security will be made at
any office or agency of the Corporation in the United States or by check mailed
to any address in the United States or by transfer to an account maintained in
the United States. Payments will not be made in respect of Bearer Securities or
Coupons pursuant to presentation to the Corporation or its designated Paying
Agents within the United States or the making of any other demand for payment to
the Corporation or its designated Paying Agents within the United States.
Notwithstanding the foregoing, payment of principal, premium, if any, and
interest on Bearer Securities denominated and payable in U.S. Dollars, at the
direction of the Holder thereof, will be made at the office of the Corporation's
Paying Agent in The City of New York if (but only if) payment of the full amount
thereof in U.S. Dollars at all offices or agencies outside the United States is
illegal or effectively precluded by exchange controls or other similar
restrictions.
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal, premium, if any, and interest on Registered Securities will be
made at the office of such Paying Agent or Paying Agents as the Corporation may
designate from time to time, except that at the option of the Corporation
payment of any interest may be made (i) by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register or
(ii) by wire transfer to an account maintained by the Person entitled thereto.
Unless otherwise indicated in an applicable Prospectus Supplement, payment of
any installment of interest on Registered Securities will be made to the Person
in whose name such Registered Security is registered at the close of business on
the Regular Record Date for such interest.
Unless otherwise indicated in an applicable Prospectus Supplement, the
Senior Debt Trustee will act as the Corporation's sole Paying Agent through its
principal office in New York, New York, and the Subordinated Debt Trustee will
act as the Corporation's sole Paying Agent through its principal office in New
York, New York, with respect to Offered Debt Securities which are issuable
solely as Registered Securities. Any Paying Agents outside the United States and
other Paying Agents in the United States initially designated by the Corporation
for the Offered Debt Securities will be named in an applicable Prospectus
Supplement. The Corporation may at any time designate additional Paying Agents
or rescind the designation of any Paying Agent or approve a change in the office
through which any Paying Agent acts, except that, if Debt Securities of a series
are issuable only as Registered Securities, the Corporation will be required to
maintain a paying Agent in each Place of Payment for such series and, if Debt
Securities of a series may be issuable as Bearer Securities, the Corporation
will be required to maintain (i) a Paying Agent in the Borough of Manhattan, The
City of New York, for payments with respect to any Registered Securities of the
series (and for payments with respect to Bearer Securities of the series in the
circumstances described above, but not otherwise), and (ii) a Paying Agent in a
Place of Payment located outside the United States where Debt Securities of such
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series and any Coupons appertaining thereto may be presented and surrendered for
payment; provided that if the Debt Securities of such series are listed on The
Stock Exchange of the United Kingdom and the Republic of Ireland or the
Luxembourg Stock Exchange or any other stock exchange located outside the United
States and such stock exchange shall so require, the Corporation will maintain a
Paying Agent in London or Luxembourg or any other required city located outside
the United States, as the case may be, for the Debt Securities of such series.
All moneys paid by the Corporation to the Trustees or a Paying Agent for the
payment of principal, premium, if any, and interest on any Debt Security which
remain unclaimed at the end of two years after such principal, premium or
interest shall have become due and payable will be repaid to the Corporation and
the Holder of such Debt Security or any Coupon will thereafter look only to the
Corporation for payment thereof.
GLOBAL NOTES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Notes that will be deposited with or on behalf of a
depositary located in the United States (a "U.S. Depositary") or a common
depositary located outside the United States (a "Common Depositary") identified
in the Prospectus Supplement relating to such series. Global Notes may be issued
in either registered or bearer form and in either temporary or permanent form.
The specific terms of the depositary arrangement with respect to any Offered
Debt Securities of a series will be described in the Prospectus Supplement
relating to such series. The Corporation anticipates that the following
provisions will apply to all depositary arrangements.
BOOK-ENTRY DEBT SECURITIES
Unless otherwise specified in an applicable Prospectus Supplement, Debt
Securities which are to be represented by a Global Note to be deposited with or
on behalf of a U.S. Depositary will be represented by a Global Note registered
in the name of such depositary or its nominee. Upon the issuance of a Global
Note in registered form, the U.S. Depositary for such Global Note will credit,
on its book-entry registration and transfer system, the respective principal
amounts of the Debt Securities represented by such Global Note to the accounts
of institutions that have accounts with such depositary or its nominee
("Participants"). The accounts to be credited shall be designated by the
underwriters or agents of such Debt Securities or by the Corporation, if such
Debt Securities are offered and sold directly by the Corporation. Ownership of
beneficial interests in such Global Notes will be limited to Participants or
persons that may hold interests through Participants. Ownership of beneficial
interests by Participants in such Global Notes will be shown on, and the
transfer of that ownership interest will be effected only through, records
maintained by the U.S. Depositary or its nominee for such Global Note. Ownership
of beneficial interests in Global Notes by persons holding through Participants
will be shown on, and the transfer of that ownership interest within such
Participant will be effected only through, records maintained by such
Participant. The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests in
a Global Note.
So long as the U.S. Depositary for a Global Note in registered form, or its
nominee, is the registered owner of such Global Note, such depositary or such
nominee, as the case may be, will be considered the sole owner or Holder of the
Debt Securities represented by such Global Note for all purposes under the
Indenture governing such Debt Securities. Except as set forth below, owners of
beneficial interests in such Global Notes will not be entitled to have Debt
Securities of the series represented by such Global Note registered in their
names, will not receive or be entitled to receive physical delivery of Debt
Securities of such series in definitive form and will not be considered the
owners or Holders thereof under the Applicable Indenture.
Payment of principal, premium, if any, and interest on Debt Securities
registered in the name of or held by a U.S. Depositary or its nominee will be
made to the U.S. Depositary or its nominee, as the
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case may be, as the registered owner or Holder of the Global Note representing
such Debt Securities. Neither the Corporation, the Trustees, any Paying Agent
nor the Security Registrar for such Debt Securities will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests in a Global Note for such Debt
Securities or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
The Corporation expects that the U.S. Depositary for Debt Securities of a
series, upon receipt of any payment of principal, premium or interest in respect
of a permanent Global Note, will credit immediately Participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of such Global Note as shown on the records of such
depositary. The Corporation also expects that payments by Participants to owners
of beneficial interests in such Global Note held through such Participants will
be governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or registered
in "street name," and will be the responsibility of such Participants.
A Global Note may not be transferred except as a whole by the U.S.
Depositary for such Global Note to or among a nominee or a successor. If a U.S.
Depositary for Debt Securities of a series is at any time unwilling or unable to
continue as depositary and a successor depositary is not appointed by the
Corporation within ninety days or if any event shall have occurred and be
continuing which, after notice or lapse of time, or both, would become an Event
of Default with respect to the Debt Securities, the Corporation will issue Debt
Securities in definitive registered form in exchange for the Global Note or
Global Notes representing such Debt Securities. In addition, the Corporation may
at any time and in its sole discretion determine not to have any Debt Securities
in registered form represented by one or more Global Notes and, in such event,
will issue Debt Securities in definitive form in exchange for the Global Note or
Global Notes representing such Debt Securities. Further, if the Corporation so
specifies with respect to Debt Securities of a series, an owner of a beneficial
interest in a Global Note representing Debt Securities of such series may, on
terms acceptable to the Corporation and the U.S. Depositary, receive individual
Debt Securities of such series in exchange for such beneficial interests,
subject to any limitations in the Prospectus Supplement relating to such Offered
Debt Securities. In any such instance, an owner of a beneficial interest in a
Global Note will be entitled to physical delivery in definitive form of Debt
Securities of the series represented by such Global Note equal in principal
amount to such beneficial interest and to have such Debt Securities registered
in its name.
BEARER DEBT SECURITIES
Unless otherwise specified in an applicable Prospectus Supplement, all
Bearer Securities of a series will be initially issued in the form of a single
temporary Global Note, to be deposited with a Common Depositary in London for
Morgan Guaranty Trust Corporation of New York, Brussels Office, as operator of
the Euro-clear System ("Euro-clear Operator") or CEDEL, S.A. ("CEDEL") for
credit to the designated accounts. Commencing 40 days after the issue date of a
temporary Global Note, the Debt Securities represented by such temporary Global
Note will be exchangeable for definitive Debt Securities or for interests in a
permanent Global Note in definitive form, without interest Coupons, representing
Debt Securities having the same interest rate and Stated Maturity, but in each
such case only upon written certification in the form and to the effect
described above under "Denominations, Registration and Transfer." The beneficial
owner of a Debt Security represented by a temporary Global Note or a permanent
Global Note in definitive form, on or after the applicable exchange date and
upon 30 days' notice to the relevant Trustee given through the Euro-clear
Operator or CEDEL, may exchange its interest for definitive Bearer Securities or
definitive Registered Securities of any authorized denomination. No Bearer
Security delivered in exchange for a portion of a temporary Global Note or a
permanent Global Note in definitive form shall be mailed or otherwise delivered
to any location in the United States in connection with such exchange.
Unless otherwise specified in an applicable Prospectus Supplement, interest
in respect of any portion of a temporary Global Note payable in respect of an
Interest Payment Date occurring prior to the date on which Debt Securities
represented by such temporary Global Note are exchangeable for
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definitive Debt Securities or for interests in a permanent Global Note in
definitive form will be paid to each of the Euro-clear Operator and CEDEL with
respect to the portion of the temporary Global Note held for its account. Each
of the Euro-clear Operator and CEDEL will undertake in such circumstances to
credit such interest received by it in respect of a temporary Global Note to the
respective accounts for which it holds such temporary Global Note only upon
receipt in each case of written certification in the form and to the effect
described above under "Denominations, Registration and Transfer."
LIMITATIONS ON ISSUANCE OF BEARER SECURITIES
In compliance with United States federal tax laws and regulations, Bearer
Securities may not be offered or sold during the restricted period (as defined
in Section 1.163-5(c)(2)(i)(D)(7) of the United States Treasury regulations --
generally, the first 40 days after the closing date and, with respect to unsold
allotments, until sold), or delivered in connection with a sale during the
restricted period, directly or indirectly, in the United States or to U.S.
Persons other than to foreign branches of United States financial institutions
(as defined in United States Treasury regulations Section 1.165-12(c)(1)(v))
purchasing for their own account or for resale during the restricted period
which institutions agree in writing to comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Code, and the regulations thereunder. A sale of
Bearer Securities may be made during the restricted period to a U.S. Person who
acquired and holds the Bearer Security through a foreign branch of the United
States financial institution that agrees to comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Code and the regulations thereunder. Any
underwriters, agents and dealers participating in the offering of Debt
Securities, directly or indirectly, must agree that they will not offer or sell,
directly or indirectly, any Bearer Securities in the United States or to U.S.
Persons (other than the financial institutions described above).
Bearer Securities (other than temporary global securities) and any Coupons
which may be detached therefrom will bear a legend substantially to the
following effect:
"Any United States Person who holds this obligation will be subject to
limitations under the United States income tax laws, including the
limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue
Code."
The sections referred to in such legend provide that a U.S. Person (other than a
United States financial institution described above or a U.S. Person holding
through such a financial institution) who holds Bearer Securities or Coupons
appertaining thereto will not be allowed to deduct any loss realized on Bearer
Securities and any gain (which might otherwise be characterized as capital gain)
recognized on any sale or disposition (including the receipt of principal) of
such Bearer Securities will be treated as ordinary income.
As used herein: "U.S. Person" means a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in or
under the laws of the United States and an estate or trust the income of which
is subject to United States federal income taxation regardless of its source;
"United States" means the United States of America (including the States and the
District of Columbia); and the United States' "possessions" include Puerto Rico,
the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern
Mariana Islands.
Purchasers of Bearer Securities may also be affected by certain limitations
under United States tax laws which will be described in an applicable Prospectus
Supplement.
LIMITATIONS ON THE CORPORATION AND CERTAIN SUBSIDIARIES
RESTRICTION ON SALE OR ISSUANCE OF CAPITAL STOCK OF MAJOR CONSTITUENT BANKS
The Senior Indenture prohibits the issuance, sale or other disposition of
shares of, or securities convertible into, or options or warrants or rights to
subscribe for or purchase shares of, Voting Stock of a Major Constituent Bank,
the merger or consolidation of any Major Constituent Bank with or into any other
corporation, and the sale or other disposition of all or substantially all of
the assets of any Major Constituent Bank, if after giving effect to any such
transaction and to the issuance of the
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maximum number of shares of Voting Stock issuable upon the conversion of all
such convertible securities, the Corporation would own, directly or indirectly,
80 percent or less of the shares of Voting Stock of such Major Constituent Bank,
its successor in merger or consolidation, or the person that acquires all or
substantially all of its assets, except that the covenant will not prohibit
sales or dispositions of Voting Stock: (i) made in compliance with an order of a
court or regulatory authority of competent jurisdiction or made as a condition
imposed by such court or authority to the acquisition by the Corporation,
directly or indirectly, of any other corporation or entity; or (ii) when the
proceeds of such sale are, within a reasonable period of time, invested pursuant
to an understanding or agreement in principle reached at the time of such sale,
assignment or disposition, in a Controlled Subsidiary (including any Person
which upon such an investment becomes a Controlled Subsidiary) engaged in a
banking business or any other business legally permissible for bank holding
companies. "Major Constituent Bank" means any Banking Subsidiary of the
Corporation whose Consolidated Banking Assets constitute 10 percent or more of
the Corporation's Consolidated Banking Assets. As of December 31, 1994, the
Corporation had two Major Constituent Banks, Barnett Bank of South Florida, N.A.
and Barnett Bank of Broward County, N.A., whose Consolidated Banking Assets each
constituted approximately 12 percent of the Corporation's Consolidated Banking
Assets on such date. "Controlled Subsidiary" means a subsidiary more than 80
percent of the outstanding shares of Voting Stock of which is at the time owned
directly or indirectly by the Corporation or by one or more Controlled
Subsidiaries or by the Corporation and one or more Controlled Subsidiaries.
RESTRICTION ON LIENS ON VOTING STOCK OF MAJOR CONSTITUENT BANKS
The Corporation covenants in the Senior Indenture that it will not create,
assume, incur or suffer to exist any pledge, encumbrance or lien, as security
for indebtedness for borrowed money, upon any shares of Voting Stock of any
Major Constituent Bank owned by the Corporation, directly or indirectly, if,
treating such pledge, encumbrance or lien as a transfer of the shares of Voting
Stock to the secured party, the Corporation would own, directly or indirectly,
80 percent or less of the shares of Voting Stock of such Major Constituent Bank.
SENIOR SECURITIES
The Senior Securities will be direct, unsecured obligations of the
Corporation and will rank PARI PASSU with all outstanding senior indebtedness of
the Corporation.
EVENTS OF DEFAULT
The following are Events of Default under the Senior Indenture with respect
to Senior Securities of any series: (1) failure to pay principal of or any
premium on any Senior Security of that series when due; (2) failure to pay any
interest on any Senior Security of that series when due, continued for 30 days;
(3) failure to deposit any sinking fund payment in respect of any Senior
Security of that series when due; (4) failure, subject to waiver, to observe and
perform the covenants referred to above under "Limitations on the Corporation
and Certain Subsidiaries;" (5) failure to perform any other covenant of the
Corporation in the Senior Indenture (other than a covenant included in such
Indenture solely for the benefit of a series of Debt Securities other than that
series), continued for 90 days after written notice as provided in such
Indenture; (6) certain events involving bankruptcy, insolvency or reorganization
of the Corporation or a Major Constituent Bank; (7) indebtedness for borrowed
money of the Corporation or any Major Constituent Bank in excess of $5,000,000
(whether such indebtedness now exists or is hereafter created) is not paid at
final maturity or becomes or is declared due and payable prior to the date or
dates on which such indebtedness would otherwise have become due and payable as
a result of the occurrence of one or more events of default as defined in any
mortgage, indenture, or instrument under which such indebtedness may have been
issued or by which such indebtedness may have been secured ("acceleration"), and
such failure at final maturity to pay or acceleration or accelerations, as the
case may be, shall not have been rescinded, annulled or cured prior to the
expiration of 30 days after the date such failure to pay at final maturity or
acceleration or accelerations occurred; and (8) any other event of default
provided for with respect to Debt Securities of that series.
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If any Event of Default (other than an Event of Default specified in clause
(6) in the preceding paragraph) occurs and is continuing with respect to Senior
Securities of any series at the time outstanding, either the Senior Debt Trustee
or the Holders of at least 25% in aggregate principal amount of the Outstanding
Debt Securities of that series may declare the principal amount (or, if the Debt
Securities of that series are (i) Discount Securities, such portion of the
principal amount as may be specified in the terms of that series or (ii) Dual
Currency Securities, the amount determined in accordance with the terms of such
Debt Securities) of all the Debt Securities of that series to be due and payable
immediately in the Currency in which such Senior Securities are denominated. If
an Event of Default specified in clause (6) in the preceding paragraph occurs,
such principal amount shall IPSO FACTO become and be immediately due and payable
without any declaration or other act on the part of such Trustee or any Holder.
At any time after a declaration of acceleration with respect to Senior
Securities of any series has been made, but before a judgment or decree based on
acceleration has been obtained, the Holders of a majority in aggregate principal
amount of Outstanding Debt Securities of that series may, under certain
circumstances, rescind and annul such acceleration.
The Senior Indenture provides that upon the occurrence of an Event of
Default specified in clauses (1), (2) or (3) above, the Corporation will, upon
demand of the Senior Debt Trustee, pay to the Senior Debt Trustee, for the
benefit of the Holder of any such Senior Security, the whole amount then due and
payable on such Senior Securities for principal, premium, if any, and interest.
The Senior Indenture further provides that if the Corporation fails to pay such
amount forthwith upon such demand, the Senior Debt Trustee may, among other
things, institute a judicial proceeding for the collection thereof.
SUBORDINATED SECURITIES
The Subordinated Securities will be direct, unsecured obligations of the
Corporation and will rank PARI PASSU with all outstanding subordinated
indebtedness of the Corporation.
SUBORDINATION
The Subordinated Securities will be subordinate and junior in right of
payment, to the extent set forth in the Subordinated Indenture, to all Senior
Indebtedness (as defined below) of the Corporation. In the event that the
Corporation shall default in the payment of any principal of or interest on any
Senior Indebtedness when the same becomes due and payable, whether at maturity
or at a date fixed for prepayment or by declaration of acceleration or
otherwise, then, unless and until such default shall have been cured or waived
or shall have ceased to exist, no direct or indirect payment (in cash, property,
securities, by set-off or otherwise) will be made or agreed to be made for
principal of or interest on the Subordinated Securities, or in respect of any
redemption, retirement, purchase or other acquisition of any of the Subordinated
Securities, other than a payment made in capital stock of the Corporation (or
cash in lieu of fractional shares thereof) pursuant to any conversion right of
the Subordinated Securities. "Senior Indebtedness" means (i) the principal of
and premium, if any, and interest on all indebtedness of the Corporation for
money borrowed, whether outstanding on the date of execution of the Subordinated
Indenture or thereafter created, assumed or incurred, except (x) subordinated
indebtedness issued under the Subordinated Indenture, (y) the Corporation's
existing subordinated indebtedness, and (z) such other indebtedness of the
Corporation as is by its terms expressly stated to be not superior in right of
payment to the Subordinated Securities, or to rank PARI PASSU in right of
payment with the Subordinated Securities, (ii) whether outstanding on the date
of the Subordinated Indenture or thereafter created, assumed or incurred, all
indebtedness of the Corporation for claims in respect of derivative products
such as interest and foreign exchange rate contracts, commodity contracts and
similar arrangements, other than obligations which, by their terms, are
expressly stated (x) to be not superior in right of payment to the Subordinated
Securities or (y) to rank PARI PASSU in right of payment with the Subordinated
Securities and (iii) any deferrals, renewals or extensions of any such Senior
Indebtedness. The term "indebtedness of the Corporation for money borrowed"
means any obligation of, or any obligation guaranteed by, the Corporation for
the repayment of money borrowed, whether or not evidenced by bonds, debentures,
notes or other
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written instruments, and any deferred obligation for payment of the purchase
price of property or assets. The term "claim" has the meaning assigned thereto
in Section 101(4) of the Bankruptcy Code of 1978, as amended and in effect on
the date of the Subordinated Indenture.
In the event of (i) any insolvency, bankruptcy, receivership, liquidation,
reorganization, readjustment, composition or other similar proceeding relating
to the Corporation, its creditors or its property, (ii) any proceeding for the
liquidation, dissolution or other winding up of the Corporation, voluntary or
involuntary, whether or not involving insolvency or bankruptcy proceedings,
(iii) any assignment by the Corporation for the benefit of creditors or (iv) any
other marshalling of the assets of the Corporation, all Senior Indebtedness
(including any interest thereon accruing after the commencement of any such
proceedings) will be paid in full before any payment or distribution, whether in
cash, securities or other property, is made on account of the principal of or
interest on the Subordinated Securities. In such event, any payment or
distribution on account of the principal of or interest on the Subordinated
Securities, whether in cash, securities or other property (other than securities
of the Corporation or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in the subordination provisions with respect to the
Subordinated Securities, to the payment of all Senior Indebtedness at the time
outstanding, and to any securities issued in respect thereof under any such plan
of reorganization or readjustment), which would otherwise (but for the
subordination provisions) be payable or deliverable in respect of the
Subordinated Securities will be paid or delivered directly to the holders of
Senior Indebtedness in accordance with the priorities then existing among such
holders until all Senior Indebtedness (including any interest thereon accruing
after the commencement of any such proceedings) has been paid in full. If any
payment or distribution on account of the principal of or interest on the
Subordinated Securities of any character or any security, whether in cash,
securities or other property (other than securities of the Corporation or any
other corporation provided for by a plan of reorganization or readjustment the
payment of which is subordinate, at least to the extent provided in the
subordination provisions with respect to the Subordinated Securities, to the
payment of all Senior Indebtedness at the time outstanding and to any securities
issued in respect thereof under any such plan of reorganization or
readjustment), shall be received by any Holder of any Subordinated Securities in
contravention of any of the terms of the Subordinated Indenture and before all
the Senior Indebtedness shall have been paid in full, such payment or
distribution or security will be received in trust for the benefit of, and will
be paid over or delivered and transferred to, the holders of the Senior
Indebtedness at the time outstanding in accordance with the priorities then
existing among such holders for application to the payment of all Senior
Indebtedness remaining unpaid to the extent necessary to pay all such Senior
Indebtedness in full. In the event of any such proceeding, after payment in full
of all sums owing with respect to Senior Indebtedness, the Holders of
Subordinated Securities, together with the holders of any obligations of the
Corporation ranking on a parity with the Subordinated Securities, will be
entitled to be repaid from the remaining assets of the Corporation the amounts
at that time due and owing on account of unpaid principal of or any premium and
interest on the Subordinated Securities and such other obligations before any
payment or other distribution, whether in cash, property or otherwise, shall be
made on account of any capital stock or obligations of the Corporation ranking
junior to the Subordinated Securities and such other obligations. By reason of
such subordination, in the event of the insolvency of the Corporation, holders
of Senior Indebtedness may receive more, ratably, and Holders of the
Subordinated Securities having a claim pursuant to such Subordinated Securities
may receive less, ratably, than the other creditors of the Corporation. Such
subordination will not prevent the occurrence of an Event of Default in respect
of the Subordinated Securities. See "Events of Default and Limited Rights of
Acceleration" for limitations on the right of acceleration.
EVENTS OF DEFAULT AND LIMITED RIGHTS OF ACCELERATION
The Subordinated Indenture defines an Event of Default as being (1) certain
events involving the bankruptcy, insolvency or reorganization of the Corporation
and, (2) if specified in the resolution adopted by the Board of Directors of the
Corporation with respect to a series, certain other events. If
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an Event of Default occurs and is continuing, either the Trustee or the Holders
of at least 25% in aggregate principal amount of the outstanding Subordinated
Securities of that series (or, if the Subordinated Securities of that series are
(i) Discount Securities, such portion of the principal amount as may be
specified in the terms of the series or (ii) Dual Currency Securities, the
amount determined in accordance with the terms of such Debt Securities) may
declare the principal amount of all the Subordinated Securities of that series
to be due and payable immediately in the Currency in which such Subordinated
Securities are denominated. If an Event of Default specified in clause (1) of
this paragraph occurs and is continuing, such principal shall become immediately
due and payable. The foregoing provision would be subject as to enforcement to
the broad equity powers of a federal bankruptcy court and to the determination
by that court of the nature of the rights of the Holders of the Subordinated
Securities. At any time after a declaration of acceleration with respect to the
Subordinated Securities has been made, but before a judgment or decree based on
acceleration has been obtained, the Holders of a majority in aggregate principal
amount of outstanding Subordinated Securities may, under certain circumstances,
rescind and annul such acceleration.
Unless otherwise provided in the terms of a series of Subordinated
Securities, there will be no right of acceleration of the payment of principal
of the Subordinated Securities of such series upon a default in the payment of
principal or interest or a default in the performance of any covenant or
agreement in the Subordinated Securities or the Subordinated Indenture. In the
event of a default in the payment of interest or principal or the performance of
any covenant or agreement in the Subordinated Securities or the Subordinated
Indenture, the Trustee may, subject to certain limitations, seek to enforce
payment of such interest or principal or the performance of such covenant or
agreement.
CONVERSION
The Offered Debt Securities may, if so provided in the applicable Prospectus
Supplement, provide for a right of conversion of such Offered Debt Securities
into Common Stock (or cash in lieu of fractional shares). The following
provisions will apply to Debt Securities that are convertible Debt Securities
unless otherwise provided in the Prospectus Supplement for such Debt Securities.
The holder of any convertible Debt Securities will have the right
exercisable at any time prior to maturity, unless previously redeemed or
otherwise purchased by the Corporation, to convert such Debt Securities into
shares of Common Stock at the conversion price or conversion rate set forth in
the applicable Prospectus Supplement, subject to adjustment. The holder of
convertible Debt Securities may convert any portion thereof which is $1,000 in
principal amount or any integral multiple thereof.
In certain events, the conversion price or conversion rate will be subject
to adjustment as set forth in the applicable Indenture. Such events include the
issuance of shares of Common Stock as a dividend or distribution on the Common
Stock; subdivisions, combinations and reclassifications of the Common Stock; the
issuance to all holders of Common Stock of rights or warrants entitling the
holders thereof (for a period not exceeding 45 days) to subscribe for or
purchase shares of Common Stock at a price per share less than the then current
market price per share of Common Stock; and the distribution to all holders of
Common Stock of evidences of indebtedness, equity securities (including security
interests in the Corporation's subsidiaries) other than Common Stock or other
assets (excluding cash dividends paid from surplus) or subscription rights or
warrants (other than those referred to above). No adjustment of the conversion
price or conversion rate will be required unless an adjustment would require a
cumulative increase or decrease of at least 1 percent in such price or rate. If
after the Distribution Date for the Preferred Stock Purchase Rights of the
Corporation, as presently constituted (see "Description of Capital Stock --
Rights to Purchase Junior Participating Preferred Stock"), converting Holders of
the convertible Debt Securities are not entitled to receive the Preferred Stock
Purchase Rights which would otherwise be attributable (but for the date of
conversion) to the shares of Common Stock received upon such conversion, then
adjustment of the conversion price shall be made under the foregoing provisions
as if the Preferred Stock Purchase Rights were then being distributed to the
holders of the Common Stock. If such an adjustment is made and the Preferred
Stock Purchase Rights are later redeemed, invalidated or terminated, then a
corresponding reversing
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adjustment shall be made to the conversion price, on an equitable basis, to take
account of such event. However, as part of the terms of the convertible Debt
Securities, the Corporation may elect to amend the provisions presently
applicable to the Preferred Stock Purchase Rights so that each share of Common
Stock issuable upon conversion of the convertible Debt Securities, whether or
not issued after the Distribution Date for such Preferred Stock Purchase Rights,
will be accompanied by the Preferred Stock Purchase Rights which would otherwise
be attributable (but for the date of conversion) to such shares of Common Stock.
If at any time the Corporation makes a distribution of property to its
shareholders which would be taxable to such shareholders as a dividend for
federal income tax purposes (e.g. distributions of evidences of indebtedness or
assets of the Corporation, but generally not stock dividends or rights to
subscribe to capital stock) and, pursuant to the anti-dilution provisions
described above, the conversion price or conversion rate of the convertible Debt
Securities is reduced, such reduction may be deemed to be the receipt of taxable
income by holders of the convertible Debt Securities.
Fractional shares of Common Stock will not be issued upon conversion, but,
in lieu thereof, the Corporation will pay a cash adjustment based on the then
current market price for the Common Stock. Upon conversion, no adjustments will
be made for accrued interest or on dividends, and therefore convertible Debt
Securities surrendered for conversion between the record date for an interest
payment and the interest payment date (except convertible Debt Securities called
for redemption on a redemption date during such period) must be accompanied by
payment of an amount equal to the interest thereon which the registered holder
is to receive.
In the case of any consolidation or merger of the Corporation with or into
any other Person (with certain exceptions) or any sale or transfer of all or
substantially all the assets of the Corporation, the Holder of convertible Debt
Securities, after the consolidation, merger, sale or transfer, will have the
right to convert such convertible Debt Securities only into the kind and amount
of securities, cash and other property which the Holder would have been entitled
to receive upon such consolidation, merger, sale or transfer if the Holder had
held the Common Stock issuable upon conversion of such convertible Debt
Securities immediately prior to such consolidation, merger, sale or transfer.
MISCELLANEOUS RIGHTS AND OBLIGATIONS OF TRUSTEES
The Indentures provide that, subject to the duty of the Trustees during
default to act with the required standard of care, the respective Trustee will
be under no obligation to exercise any of its rights or powers under the
relevant Indenture at the request or direction of any of the Holders, unless
such Holders shall have offered to such Trustee reasonable indemnity. Subject to
such provisions for the indemnification of the Trustees, the Holders of a
majority in aggregate principal amount of the Outstanding Debt Securities of any
series will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the relevant Trustee, or exercising
any trust or power conferred on such Trustee, with respect to the Debt
Securities of that series.
The Corporation is required to furnish the Trustees annually with a
statement as to the performance by the Corporation of certain of its obligations
under the relevant Indentures and as to any default in such performance and to
file with the relevant Trustee written notice of the occurrence of any default
or Event of Default within ten business days of the Corporation becoming aware
of such default or Event of Default.
MODIFICATION AND WAIVER
Modifications of and amendments to an Indenture may be made by the
Corporation and the relevant Trustee with the consent of the Holders of not less
than a majority in principal amount of the Outstanding Debt Securities of each
series affected by such modification or amendment voting separately; provided,
however, that no such modification or amendment may, without the consent of the
Holder of each Outstanding Debt Security affected thereby, (1) change the Stated
Maturity of the principal of, or any installment of principal or interest on,
any Debt Security, (2) reduce the principal amount of, or any premium or
interest on, any Debt Security, (3) reduce the amount of principal of
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Discount Securities payable upon acceleration of the maturity thereof, (4)
change the currency of payment of principal of, or any premium or interest on,
any Debt Security, (5) adversely affect the right of repayment or repurchase, if
any, at the option of the Holder, (6) reduce the amount of, or postpone the date
fixed for, any payment under any sinking fund or analogous provisions, (7)
impair the right to institute suit for the enforcement of any payment on or with
respect to any Debt Security, (8) reduce the percentage in principal amount of
Outstanding Debt Securities of any series, the consent of whose Holders is
required for modification or amendment of the relevant Indenture or for waiver
of compliance with certain provisions of such Indenture or for waiver of certain
defaults, (9) limit the obligation of the Corporation to maintain a paying
agency outside the United States for payment on Bearer Securities, (10) limit
the obligation of the Corporation to redeem an Affected Security, (11) impair
the rights of any holders of Securities which are convertible into Common Stock
to receive shares of Common Stock upon the exercise of conversion rights or to
institute suit for the enforcement of such rights, (12) modify certain
provisions of the Indenture which require a minimum percentage in principal
amount of Outstanding Debt Securities to constitute consent of the Holders of
such securities or (13) reduce the amount of the principal of a Dual Currency
Security that would be due and payable upon acceleration of the maturity
thereof.
The Holders of not less than a majority in principal amount of the
Outstanding Debt Securities of each series may, on behalf of all Holders of Debt
Securities of that series, waive, insofar as that series is concerned,
compliance by the Corporation with certain covenants of the relevant Indenture
and any Event of Default resulting in acceleration of such Debt Securities in
specified circumstances. The Holders of a majority in aggregate principal amount
of the Outstanding Debt Securities of each series may, on behalf of all Holders
of Debt Securities of that series, waive any past default under the relevant
Indenture with respect to Debt Securities of that series, except a default in
the payment of principal or any premium or interest or in the payment of any
sinking fund or analogous obligation or a covenant or provision that cannot be
modified or amended without the consent of the Holders of each Outstanding Debt
Security affected thereby.
The Corporation may, with the consent of the Trustee, change the terms of an
Indenture through an Indenture Supplement without the consent of any Holders
only for the following purposes: (1) to evidence the succession of another
corporation to the Corporation and the assumption by any such successor of the
covenants of the Corporation under the relevant Indenture; (2) to add to the
covenants of the Corporation for the benefit of the Holders or to surrender any
right or power therein conferred upon the Corporation; (3) to add any additional
Events of Default; (4) to add to or change any of the provisions of the relevant
Indenture to facilitate the issuance of Debt Securities in bearer form; (5) to
change or eliminate any of the relevant Indenture's provisions, provided that
there are no Debt Securities outstanding which are entitled to the benefit of
such provision; (6) to secure the Debt Securities; (7) to supplement any of the
provisions of the relevant Indenture to such extent as shall be necessary to
permit or facilitate the defeasance and discharge of any series of Debt
Securities provided that any such action shall not adversely affect the
interests of the Holders of Debt Securities of such series or any other series
of Debt Securities; (8) to establish the form or terms of the Debt Securities as
permitted by the relevant Indenture; (9) to evidence and provide for the
acceptance of appointment by a successor Trustee or facilitate the
administration of the Trustee under the relevant Indenture by more than one
Trustee; (10) to make any modifications, amendments or supplements to any
provisions of the relevant Indenture which modifications, amendments or
supplements are required pursuant to any amendment of the Trust Indenture Act of
1939, or any of the rules promulgated thereunder, enacted after the date of the
relevant Indenture; (11) to cure any ambiguity, any defect or any inconsistent
provision, provided such action shall not adversely affect the Holders'
interests in any material respect; and (12) to provide for adjustment of
conversion rights pursuant to the relevant Indenture.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Indentures provide that the Corporation may not consolidate with or
merge into any other corporation or transfer its properties and assets
substantially as an entirety to any Person unless
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(i) the corporation formed by such consolidation or into which the Corporation
is merged or the Person to which the properties and assets of the Corporation
are so transferred shall be a corporation organized and existing under the laws
of the United States, any State thereof or the District of Columbia and shall
expressly assume by supplemental indenture the payment of the principal of,
premium, if any, and interest on the Debt Securities, and the performance of the
other covenants of the Corporation under the Indentures; (ii) immediately after
giving effect to such transaction, no Event of Default or Default, as
applicable, and no event which, after notice or lapse of time or both, would
become an Event of Default or Default, as applicable, shall have occurred and be
continuing; (iii) the corporation formed by such consolidation or into which the
Corporation shall have been merged or the Person to which such sale, lease, or
other disposition shall have been made shall be a banking institution or a bank
holding company subject to Federal or State authority; and (iv) certain other
conditions are met as are more fully described in the Indentures.
DEFEASANCE
If so specified in the Prospectus Supplement with respect to the Offered
Debt Securities of any series (other than Offered Debt Securities that are
convertible into Common Stock), the Corporation, at its option, (i) will be
discharged from any and all obligations in respect of the Offered Debt
Securities of such series (except for certain obligations to register the
transfer or exchange of Offered Debt Securities of such series, to replace
stolen, lost or mutilated Offered Debt Securities of such series, to maintain
paying agencies and to hold moneys for payment in trust) or (ii) will not be
subject to provisions, if any, of the relevant Indenture concerning limitations
upon the disposition of Voting Stock of Major Constituent Banks, the creation of
liens and the consolidation, merger and sale of assets (whether concerning the
Corporation or a Major Constituent Bank), in each case if the Corporation
deposits with the relevant Trustee, in trust, money or U.S. Government
Obligations which through the payment of interest and principal in respect
thereof in accordance with their terms will provide money in an amount
sufficient to pay all the principal of, premium, if any, and interest on the
Offered Debt Securities of such series on the dates such payments are due in
accordance with the terms of such Offered Debt Securities. To exercise either
option, the Corporation is required, among other things, to deliver to the
relevant Trustee an opinion of counsel to the effect that (a) all conditions
precedent provided for in the relevant Indenture relating to the defeasance
contemplated thereby have been complied with and the Corporation has received
from or there has been published by the United States Internal Revenue Service a
ruling to the effect that the deposit and related defeasance would not cause the
Holders of the Offered Debt Securities of such series to recognize income, gain
or loss for United States income tax purposes and (b) if the Offered Debt
Securities of such series are then listed on any national securities exchange,
such Offered Debt Securities would not be delisted from such exchange as a
result of the exercise of such option. Notwithstanding the foregoing, no
discharge or defeasance described above shall affect the obligations, if
applicable, of the Corporation with respect to the conversion of Debt Securities
of a given series into Common Stock.
NOTICES
Except as otherwise provided in the Indentures, notices to Holders of Bearer
Securities will be given by publication at least twice in a daily newspaper in
the City of New York and, if Debt Securities of such series are then listed on
the Stock Exchange of the United Kingdom and the Republic of Ireland or the
Luxembourg Stock Exchange or any other stock exchange located outside the United
States and such stock exchange shall so require, in a daily newspaper in London
or Luxembourg or any other required city located outside the United States, as
the case may be, or, if not practicable, elsewhere in Europe. Notices to Holders
of Registered Securities will be given by mail to the address of such Holders as
they appear in the Security Register.
GOVERNING LAW
The Indentures, the Debt Securities and the Coupons will be governed by, and
construed in accordance with, the laws of the State of New York. A judgment for
money damages by courts in the United States, including a money judgment based
on an obligation expressed in a Foreign Currency, will ordinarily be rendered
only in U.S. Dollars.
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REGARDING THE TRUSTEES
The Corporation and certain subsidiaries from time to time may borrow from
the Trustees, maintain deposit accounts and conduct other banking transactions
with them in the ordinary course of their business.
U.S. FEDERAL TAXATION
The applicable Prospectus Supplement may contain, if relevant, a brief
summary of the relevant United States federal income taxation laws applicable to
the Offered Debt Securities.
DESCRIPTION OF PREFERRED STOCK
The following description of the terms of the Preferred Stock sets forth
certain general terms and provisions to which any Prospectus Supplement may
relate. Certain terms of a series of the Preferred Stock offered by any
Prospectus Supplement will be described in the Prospectus Supplement relating to
such series of the Preferred Stock. If so indicated in the Prospectus
Supplement, the terms of any such series may differ from the terms set forth
below. The description of certain provisions of the Preferred Stock set forth
below and in any Prospectus Supplement does not purport to be complete and is
subject to and qualified in its entirety by reference to the Certificate of
Designation relating to each series of the Preferred Stock which will be filed
with the Commission at or prior to the time of the issuance of such Preferred
Stock.
GENERAL
Under the Corporation's Amended and Restated Articles of Incorporation, as
amended (the "Articles"), the Board of Directors of the Corporation is
authorized without further shareholder action to provide for the issuance of up
to 20,000,000 shares of Preferred Stock, in one or more series, with such voting
powers, designations, preferences, rights, qualifications, limitations and
restrictions as shall be set forth in resolutions providing for the issue
thereof adopted by the Board of Directors. As of the date of this Prospectus,
the Corporation has three series of Preferred Stock outstanding, which are
described below under "Description of Capital Stock -- Preferred Stock."
The Preferred Stock will, when issued, be fully paid and nonassessable. For
each share issued, a sum equal to the par value thereof will be credited to the
Corporation's preferred stock account. Unless otherwise specified in the
Prospectus Supplement relating to a particular series of the Preferred Stock,
each series of the Preferred Stock will rank on a parity in all respects with
the outstanding Preferred Stock of the Corporation and each other series of the
Preferred Stock. See "Description of Capital Stock -- Preferred Stock" below.
The transfer agent, registrar, dividend disbursing agent and redemption
agent for shares of the Preferred Stock will be First Chicago Trust Company of
New York.
The following statements are brief summaries of certain provisions that will
be contained in the Certificate of Designation authorizing the issuance of a
series of Preferred Stock. These statements do not purport to be complete and
are qualified in their entirety by reference to the Articles and to such
Certificate of Designation, the form of which has been filed as an exhibit to
the Registration Statement. The resolutions set forth in the Certificate of
Designation will be adopted by the Board of Directors prior to the issuance of a
series of the Preferred Stock and such Certificate of Designation will be filed
with the Secretary of State of the State of Florida as soon thereafter as
reasonably practicable.
DIVIDENDS
Holders of the Preferred Stock of each series will be entitled to receive,
when and as declared by the Board of Directors of the Corporation, out of assets
of the Corporation legally available for payment, cash dividends at such rates
and on such dates as are set forth in the Prospectus Supplement relating to such
series of the Preferred Stock. Dividends may or may not be cumulative as set
forth in
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the Prospectus Supplement. Each dividend will be payable to holders of record as
they appear on the stock register of the Corporation as of the record dates
fixed by the Board of Directors of the Corporation.
If there shall be outstanding shares of any other series of preferred stock
ranking junior to or on a parity with any series of the Preferred Stock as to
dividends, no dividends shall be declared or paid or set apart for payment on
any such other series for any period unless full cumulative (if applicable)
dividends have been or contemporaneously are declared and paid or declared and a
sum sufficient for the payment thereof set apart for such payment on such series
of the Preferred Stock for all dividend payment periods terminating on or prior
to the date of payment of such dividends. If dividends on any series of the
Preferred Stock and on any other series of preferred stock ranking on a parity
as to dividends with such series of the Preferred Stock are in arrears, in
making any dividend payment on account of such arrears, the Corporation shall
make payments ratably upon all outstanding shares of such series of the
Preferred Stock and shares of such other series of preferred stock in proportion
to the respective amounts of dividends in arrears on such series of the
Preferred Stock and on such other series of preferred stock to the date of such
dividend payment. Holders of shares of any series of the Preferred Stock shall
not be entitled to any dividend, whether payable in cash, property or stock, in
excess of full cumulative (if applicable) dividends on such series. No interest,
or sum of money in lieu of interest, shall be payable in respect of any dividend
payment or payments which may be in arrears.
Unless full cumulative (if applicable) dividends on all outstanding shares
of any series of the Preferred Stock shall have been paid or declared and set
aside for payment for all past dividend payment periods, no dividend (other than
a dividend in common stock or in any other stock ranking junior to such series
of the Preferred Stock as to dividends and upon liquidation) shall be declared
or paid or set aside for payment or other distribution declared or made upon the
Common Stock or upon such other stock, nor shall any Common Stock or any other
stock of the Corporation ranking junior to or on a parity with such series of
the Preferred Stock as to dividends or upon liquidation be redeemed, purchased
or otherwise acquired for any consideration (or any moneys be paid to or made
available for a sinking fund for the redemption of any shares of any such stock)
by the Corporation (except by conversion into or exchange for stock of the
Corporation ranking junior to such series of the Preferred Stock as to dividends
and upon liquidation).
LIQUIDATION RIGHTS
In the event of any voluntary or involuntary dissolution, liquidation or
winding up of the Corporation, the holders of each series of the Preferred Stock
will be entitled to receive and to be paid out of assets of the Corporation
available for distribution to its shareholders, before any payment or
distribution is made to holders of Common Stock or any other class of stock
ranking junior to such series of the Preferred Stock upon liquidation,
liquidating distributions in an amount per share as set forth in the Prospectus
Supplement relating to such series of the Preferred Stock plus accrued and
unpaid dividends. After payment of the full amount of the liquidating
distribution plus accrued and unpaid dividends to which they are entitled, the
holders of such series of the Preferred Stock will have no right or claim to any
of the remaining assets of the Corporation. If, upon any voluntary or
involuntary dissolution, liquidation or winding up of the Corporation, the
amounts payable with respect to the Preferred Stock of any series and any other
shares of stock of the Corporation ranking as to any such distribution on a
parity with the Preferred Stock of such series are not paid in full, the holders
of the Preferred Stock of such series and of such other shares will share
ratably in any such distribution of assets of the Corporation in proportion to
the full respective distributable amounts to which they are entitled. Neither
the sale of all or substantially all the property or business of the
Corporation, nor the merger or consolidation of the Corporation into or with any
other corporation shall be deemed to be a dissolution, liquidation or winding
up, voluntary or involuntary, of the Corporation.
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REDEMPTION
Any series of the Preferred Stock may be redeemable, in whole or in part, at
the option of the Corporation, and may be subject to mandatory redemption
pursuant to a sinking fund, in each case upon the terms, at the times and at the
redemption prices set forth in the Prospectus Supplement relating to such
series.
In the event that full cumulative (if applicable) dividends on any series of
the Preferred Stock have not been paid or declared and set apart for payment,
such series of the Preferred Stock may not be redeemed in part and the
Corporation may not purchase or acquire any shares of such series otherwise than
pursuant to a purchase or exchange offer made on the same terms to all holders
of such series of the Preferred Stock.
VOTING RIGHTS
The Preferred Stock shall have such voting rights as shall be provided in
the Prospectus Supplement.
CONVERSION RIGHTS
The Preferred Stock shall have such conversion rights, if any, as shall be
provided in the Prospectus Supplement.
DESCRIPTION OF CAPITAL STOCK
The following summary does not purport to be complete and is subject to in
all respects, and qualified in its entirety by, the applicable provisions of the
Florida Business Corporation Act, the Articles, including the Certificates of
Designation describing the Series A Preferred Stock, the Series B Preferred
Stock, the Series C Preferred Stock and the Junior Participating Preferred
Stock, the Bylaws of the Corporation (the "Bylaws"), and the Rights Agreement
(as defined below). The Articles, Bylaws and the Rights Agreement are
incorporated by reference in this Prospectus.
GENERAL
The authorized capital stock of the Corporation consists of 200,000,000
shares of Common Stock, par value $2.00 per share, and 20,000,000 shares of
Preferred Stock, par value $.10 per share. As of December 31, 1994, there were
issued and outstanding 96,732,754 shares of Common Stock, 2,000,000 shares of
Series A $4.50 Cumulative Convertible Preferred Stock (the "Series A Preferred
Stock"), 12,289 shares of Series B $2.50 Cumulative Convertible Preferred Stock
(the "Series B Preferred Stock"), and 2,300,000 shares of Series C $4.00
Cumulative Convertible Preferred Stock (the "Series C Preferred Stock"). In
addition, the Corporation has authorized the Junior Participating Preferred
Stock for issuance upon the exercise of certain rights as described below.
Since the Corporation is a holding company, the right of the Corporation,
and hence the right of creditors and shareholders of the Corporation, to
participate in any distribution of assets of any subsidiary upon its liquidation
or reorganization or otherwise is necessarily subject to the prior claims of
creditors of the subsidiary, except to the extent that claims of the Corporation
itself as a creditor of the subsidiary may be recognized. The principal source
of the Corporation's revenues is dividends from its subsidiaries. See
"Regulatory Matters -- Dividends" for a discussion of restrictions on the
subsidiary banks' ability to pay dividends to the Corporation.
COMMON STOCK
The holders of Common Stock are entitled to receive dividends from funds
legally available therefor when, as, and if declared by the Corporation's Board
of Directors, and are entitled upon liquidation to receive pro rata the net
assets of the Corporation after satisfaction in full of the prior rights of
creditors of the Corporation and holders of any Preferred Stock. The principal
source of funds for payment of dividends by the Corporation is dividends paid by
the Corporation's subsidiaries.
The holders of Common Stock are entitled to one vote for each share held on
all matters as to which shareholders are entitled to vote. The holders of Common
Stock do not have cumulative voting
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rights, any preferential, subscriptive or preemptive rights with respect to any
securities of the Corporation, or any conversion rights. The Common Stock is not
subject to redemption. The outstanding shares of Common Stock are fully paid and
nonassessable.
The Articles were amended in April 1985 to add a "fair price provision" that
would require the vote of the holders of at least 80 percent of the voting power
of the then outstanding shares of capital stock of the Corporation entitled to
vote generally in an election of directors (the "Voting Stock") for approval of
certain business combinations, including certain mergers, asset sales, security
issuances, recapitalizations and liquidations, involving the Corporation or its
subsidiaries and certain acquiring persons (namely a person, entity or specified
group which beneficially owns more than 10 percent of the Voting Stock), unless
the "fair price" and other procedural requirements of the amendment are met, or
unless approved by a majority of directors who are not affiliated with the
acquiring party. At the same time, the Articles were amended (and conforming
amendments were made to the Bylaws) (i) to provide for classification of the
Corporation's Board of Directors into three classes, (ii) to require the vote of
80 percent of the directors then in office to fill any vacancies in the
Corporation's Board of Directors and any newly created directorships and (iii)
to permit the removal of directors only for cause and only by the affirmative
vote of holders of 80 percent of the Voting Stock. Each of the foregoing
provisions may only be amended or repealed by the affirmative vote of the
holders of 80 percent of the Voting Stock. Furthermore, the Articles require the
affirmative vote of at least a majority of the Voting Stock in order to
authorize the Corporation to directly or indirectly acquire the equity
securities of a person who has owned five percent of the class of securities
being acquired for a period of less than two years. The Voting Stock
beneficially owned by such a five percent holder is excluded from such vote. The
affirmative vote is not necessary if the acquisition of such person's securities
is part of a tender or exchange offer made by the Corporation on the same terms
to all holders of such securities.
First Chicago Trust Company of New York is the transfer agent and registrar
for the Common Stock.
RIGHTS TO PURCHASE JUNIOR PARTICIPATING PREFERRED STOCK
On February 21, 1990, the Corporation's Board of Directors declared a
dividend distribution of one right (a "Right") for each outstanding share of
Common Stock to shareholders of record at the close of business on March 12,
1990. The Corporation's Board of Directors declared such dividend distribution
in the belief that it was desirable and in the best interests of the Corporation
and its shareholders that steps be taken to preserve for the Corporation's
shareholders the long-term value of the Corporation in the event of a potential
takeover or other action which appears to the Corporation's Board of Directors
to be coercive, unfair or inadequate. Each Right entitles the registered holder
to purchase from the Corporation a unit consisting of one one-hundredth of a
share (a "Unit") of Junior Participating Preferred Stock at a purchase price of
$125.00 per Unit, subject to adjustment. The description and terms of the Rights
are summarized below and are set forth in a Rights Agreement (the "Rights
Agreement"), between the Corporation and First Chicago Trust Company of New
York, as Rights Agent (the "Rights Agent"). As long as the Rights are attached
to the Common Stock and in certain other circumstances specified in the Rights
Agreement, one Right (as such number may be adjusted pursuant to the provisions
of the Rights Agreement) shall be deemed to be delivered with each share of
Common Stock issued or transferred by the Corporation in the future. The
following summaries do not purport to be complete and are subject to in all
respects, and qualified in their entirety by, reference to all the provisions of
the Rights Agreement, including the definitions therein of certain terms used in
this Prospectus.
Initially, the Rights are attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed. The Rights will separate from the Common Stock and a
"Distribution Date" will occur upon the earlier of the close of business on the
tenth day following (i) a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired beneficial
ownership of 20 percent or more of the
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outstanding shares of Common Stock or voting securities representing 20 percent
or more of the voting power of the Corporation, (ii) the commencement of a
tender offer or exchange offer that would result in a person or group
beneficially owning 20 percent or more of such outstanding shares of Common
Stock or such voting power of the Corporation then outstanding or (iii) the
determination by a majority of the members of the Corporation's Board of
Directors who are not officers of the Corporation, that with respect to any
person who, alone or with affiliates or associates, has become the beneficial
owner of 10 percent or more of the outstanding shares of Common Stock or voting
power of the Corporation then outstanding, (a) such beneficial ownership is
intended to cause the Corporation to provide such person with short-term
financial gain by repurchasing his Common Stock or voting power under
circumstances where such directors of the Corporation determine that such
repurchase would not be in the best long-term interests of the Corporation or
(b) such beneficial ownership is causing or reasonably likely to cause a
material adverse impact on the business or certain business prospects or
relationships of the Corporation. (Any person whose beneficial ownership
satisfies the conditions of (a) or (b) above is referred to herein and in the
Rights Agreement as an "Adverse Person.")
Until the Distribution Date, the Rights will be transferred only with Common
Stock certificates. The Corporation is not required to issue fractions of shares
of Junior Participating Preferred Stock or Common Stock upon exercise of the
Rights.
The Rights are not exercisable until after the Distribution Date and will
expire at the close of business on March 11, 2000, unless earlier redeemed by
the Corporation in accordance with the Rights Agreement.
In the event that (i) a person becomes the beneficial owner of 20 percent or
more of the shares of Common Stock or voting power of the Corporation then
outstanding (except pursuant to an offer for all outstanding shares of Common
Stock and all other voting securities which the independent and disinterested
directors of the Corporation determine to be fair to and otherwise in the best
interests of the Corporation and its shareholders) or (ii) any person is
declared to be an Adverse Person (either (i) or (ii) being a "Flip-in Event"),
each holder of a Right (with the exception of an Adverse or Acquiring Person)
will thereafter have the right to receive, upon exercise, Common Stock having a
value equal to two times the exercise price of the Right. However, Rights are
not exercisable following the occurrence of a Flip-in Event until such time as
the Rights are no longer redeemable by the Corporation as set forth below.
In the event of certain business combinations involving the Corporation,
each holder of a Right may receive, upon exercise, common stock of the acquiring
company having a value equal to two times the exercise price of the Right. These
certain business combinations involving the Corporation and the Flip-in Events
are referred to together as the "Triggering Events."
The purchase price payable and the number of Units of Junior Participating
Preferred Stock or other securities or property issuable upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution that
would result from certain forms of distributions to holders of such Junior
Participating Preferred Stock.
At any time until the earlier of (i) the close of business on the tenth day
following the public announcement by the Corporation or an Acquiring Person that
the Acquiring Person has become such, (ii) the declaration by the Corporation's
Board of Directors that a person is an Adverse Person, or (iii) March 11, 2000,
the Corporation may redeem the Rights in whole, but not in part, at a price of
$.01 per Right. At any time after the occurrence of a Flip-in Event, the
Corporation's Board of Directors may exchange the Rights (other than Rights
owned by an Acquiring Person or an Adverse Person) in whole or in part, at an
exchange ratio of one share of Common Stock, or equivalent equity security, per
Right.
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Until a Right is exercised, the holder thereof, as such, will have no rights
as a shareholder of the Corporation, including, without limitation, the right to
vote or to receive dividends. While the distribution of the Rights will not be
taxable to shareholders of the Corporation or to the Corporation, shareholders
may, depending upon the circumstances, recognize taxable income in the event
that the Rights become exercisable for Common Stock (or other consideration) or
for common stock of the acquiring company as set forth above, or are exchanged
as provided in the preceding paragraph.
Other than those provisions relating to the principal economic terms of the
Rights, any of the provisions of the Rights Agreement may be amended by the
Corporation's Board of Directors prior to the Distribution Date. After the
Distribution Date, only certain limited provisions of the Rights Agreement may
be amended by the Corporation's Board of Directors.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Corporation in a manner defined as a Triggering Event unless the offer is
conditioned on a substantial number of Rights being acquired. The Rights,
however, should not affect any offer for all outstanding shares of Common Stock
and other voting securities deemed to be fair and otherwise in the Corporation's
best interests by the Corporation's Board of Directors or any merger or other
business combination approved by the Corporation's Board of Directors. In
addition, the possibility exists that the Rights could prevent or discourage
offers opposed by management of the Corporation but favored by the Corporation's
shareholders, including offers containing a shareholder premium.
PREFERRED STOCK
Under the Articles, the Corporation's Board of Directors is authorized
without further shareholder action to provide for the issuance of up to
20,000,000 shares of Preferred Stock in one or more series, with such voting
powers, designations, preferences, rights, qualifications, limitations and
restrictions as shall be set forth in resolutions providing for the issue
thereof adopted by the Board of Directors. As of the date of this Prospectus,
the Corporation has three series of Preferred Stock outstanding which rank on
parity as to dividend and liquidation rights. Such series, Series A Preferred
Stock, Series B Preferred Stock and Series C Preferred Stock, have the voting,
dividend, liquidation, conversion, redemption and other rights set forth in the
following paragraphs. The Corporation has also authorized and reserved for
issuance shares of Junior Participating Preferred Stock to be issued upon the
exercise of the Rights. The Junior Participating Preferred Stock ranks junior to
the Series A Preferred Stock, the Series B Preferred Stock and the Series C
Preferred Stock and senior to the Common Stock. First Chicago Trust Company of
New York is the transfer agent, registrar, dividend disbursing agent and
redemption agent for each of the three series of Preferred Stock.
SERIES A PREFERRED STOCK
Dividends on the Series A Preferred Stock are paid at the annual rate of
$4.50 per share and are cumulative. In the event of dissolution, liquidation or
winding up of the Corporation, holders of the Series A Preferred Stock will be
entitled to payment in full of $50.00 per share, plus any accrued and unpaid
dividends, prior to any distribution to holders of Common Stock. The Series A
Preferred Stock does not have any voting rights, except as expressly provided by
Florida law, or in the event that the equivalent of six quarterly dividends
payable on the Series A Preferred Stock are in arrears, or in the event of
certain amendments, alterations or repeals of the Articles adversely affecting
the holders of Series A Preferred Stock.
Shares of the Series A Preferred Stock are convertible into shares of Common
Stock, at a conversion price of $26.50 per share, which (assuming a value of
$50.00 per share of the Series A Preferred Stock) is equivalent to approximately
1.8868 shares of Common Stock for each share of Series A Preferred Stock. The
conversion price is subject to adjustment under certain conditions.
The Series A Preferred Stock is redeemable at the election of the
Corporation at a declining premium in the sixth through tenth years after
issuance and is redeemable at par anytime thereafter. In the event that any
quarterly dividend payable on the Series A Preferred Stock is in arrears and
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until all such dividends in arrears are paid or declared and set apart for
payment, the Corporation may not redeem any shares of Series A Preferred Stock
unless all outstanding shares of Series A Preferred Stock are simultaneously
redeemed or acquire any shares of Series A Preferred Stock except in a purchase
offer made on the same terms to all holders for the purchase of all outstanding
shares of Series A Preferred Stock.
At December 31, 1994 there were 2,000,000 shares of Series A Preferred Stock
issued and outstanding.
SERIES B PREFERRED STOCK
Dividends on the Series B Preferred Stock are paid at the annual rate of
$2.50 per share and are cumulative. In the event of dissolution, liquidation or
winding up of the Corporation, holders of the Series B Preferred Stock will be
entitled to payment in full of $25.00 per share, plus any accrued and unpaid
dividends, prior to any distribution to holders of Common Stock. The Series B
Preferred Stock does not have any voting rights, except as provided by Florida
law or in the event that any dividends on the Series B Preferred Stock are in
arrears. If such dividends are in arrears, holders of Series B Preferred Stock
will vote together with holders of Common Stock, and each holder of Series B
Preferred Stock will be entitled to the number of votes equal to the number of
whole shares of Common Stock into which his shares of Series B Preferred Stock
are then convertible.
Shares of Series B Preferred Stock are convertible into shares of Common
Stock at any time at a rate of 2.5988 shares of Common Stock for each share of
Series B Preferred Stock. The conversion rate is subject to adjustment under
certain conditions.
The Series B Preferred Stock is redeemable in the eleventh year after
issuance, at the election of the Corporation, at a price per share equal to the
sum of: (a) $25.00; (b) any accrued and unpaid dividends; and (c) a declining
premium in the eleventh through fifteenth years after issuance. The Corporation
is obligated to purchase shares of Series B Preferred Stock, beginning in the
sixteenth year following issuance, at the election of the holder at a price of
$25.00 per share, plus any accrued and unpaid dividends. In the event that any
quarterly dividend payable on the Series B Preferred Stock is in arrears and
until all such dividends in arrears are paid or declared and set apart for
payment, the Corporation may not redeem any shares of Series B Preferred Stock
unless all outstanding shares of Series B Preferred Stock are simultaneously
redeemed or acquire any shares of Series B Preferred Stock except in a purchase
offer made on the same terms to all holders for the purchase of all outstanding
shares of Series B Preferred Stock.
At December 31, 1994, there were 12,289 shares of Series B Preferred Stock
issued and outstanding.
SERIES C PREFERRED STOCK
Dividends on the Series C Preferred Stock are paid at the annual rate of
$4.00 per share and are cumulative. In the event of dissolution, liquidation or
winding up of the Corporation, holders of the Series C Preferred Stock will be
entitled to payment in full of $50.00 per share, plus any accrued and unpaid
dividends, prior to any distribution to holders of Common Stock. The Series C
Preferred Stock does not have any voting rights, except as expressly provided by
Florida law, or in the event that (i) the equivalent of six quarterly dividends
payable on the Series C Preferred Stock are in arrears, (ii) the Articles are
amended, altered or repealed in a manner which adversely affects the holders of
Series C Preferred Stock, or (iii) shares of any class of stock ranking prior to
the Series C Preferred Stock, as to dividends or upon liquidation, or of any
obligation or security convertible into any right to purchase any such prior
shares, are created, authorized or issued.
Shares of the Series C Preferred Stock are convertible into shares of Common
Stock, at a conversion price of $39.50 per share, which (assuming a value of
$50.00 per share of the Series C Preferred Stock) is equivalent to approximately
1.2658 shares of Common Stock for each share of Series C Preferred Stock. The
conversion price is subject to adjustment under certain conditions.
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The Series C Preferred Stock is redeemable at the election of the
Corporation at a declining premium in the sixth through tenth years after
issuance and is redeemable at par any time thereafter. In the event that any
quarterly dividend payable on the Series C Preferred Stock is in arrears and
until all such dividends in arrears are paid or declared and set apart for
payment, the Corporation may not redeem any shares of Series C Preferred Stock
unless all outstanding shares of Series C Preferred Stock are simultaneously
redeemed or acquire any shares of Series C Preferred Stock except in a purchase
offer made on the same terms to all holders for the purchase of all outstanding
shares of Series C Preferred Stock.
At December 31, 1994, there were 2,300,000 shares of Series C Preferred
Stock issued and outstanding.
PLAN OF DISTRIBUTION
The Corporation may sell Securities to underwriters or through agents or
directly to purchasers. A Prospectus Supplement will set forth the terms of the
offering of the Securities to which such Prospectus Supplement relates,
including the name or names of any underwriters or agents with whom the
Corporation has entered into arrangements with respect to the sale of
Securities, the public offering or purchase price of such Securities and the net
proceeds to the Corporation from such sale, any underwriting discounts and other
items constituting underwriters' compensation, any discounts and commissions
allowed or paid to dealers, if any, any commissions allowed or paid to agents,
and the securities exchanges, if any, on which the Securities will be listed.
Dealer trading may take place in the Securities, including Securities not listed
on any securities exchange.
The Securities may be purchased to be re-offered to the public through
underwriting syndicates led by one or more managing underwriters, or through one
or more underwriters acting alone, which underwriters may, if permissible, be
affiliates of the Corporation. The underwriter or underwriters with respect to
an underwritten offering of the Securities will be named in the Prospectus
Supplement relating to such offering and, if an underwriting syndicate is used,
the managing underwriter or underwriters will be set forth on the cover page of
such Prospectus Supplement. Unless otherwise set forth in the Prospectus
Supplement, the obligations of the underwriters to purchase the Securities will
be subject to certain conditions precedent, and each of the underwriters with
respect to a sale of Securities will be obligated to purchase all of its
allocated Securities if any are purchased. Any initial public offering price and
any discount or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
Securities may be offered and sold by the Corporation directly or through
agents designated by the Corporation from time to time, which agents may be
affiliates of the Corporation. Any agent involved in the offer and sale of the
Securities in respect of which this Prospectus is being delivered will be named,
and any commissions payable by the Corporation to such agent will be set forth,
in the applicable Prospectus Supplement. Unless otherwise indicated in such
Prospectus Supplement, any such agent will be acting on a best effort basis for
the period of its appointment.
Any underwriter or agent participating in the distribution of the Debt
Securities may be deemed to be an underwriter, as that term is defined in the
Securities Act, of the Securities so offered and sold and any discounts or
commissions received by them from the Corporation and any profit realized by
them on the sale or resale of the Securities may be deemed to be underwriting
discounts and commissions under the Securities Act.
Underwriters, agents and their controlling persons may be entitled, under
agreements entered into with the Corporation, to indemnification by the
Corporation against certain civil liabilities, including liabilities under the
Securities Act.
Certain of the underwriters and/or agents and their affiliates may be
customers of, including borrowers from, engage in transactions with, and perform
services for, the Corporation in the ordinary course of business.
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If so indicated in the applicable Prospectus Supplement, the Corporation
will authorize dealers or other persons acting as the Corporation's agents to
solicit offers by certain institutions to purchase Debt Securities and/or
Preferred Stock from the Corporation pursuant to contracts providing for payment
and delivery on a future date. Institutions with which such contracts may be
made include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and others, but in
all cases such institutions must be approved by the Corporation. The obligations
of any purchaser under any such contract will not be subject to any conditions
except that (i) the purchase of the Offered Debt Securities or the Preferred
Stock shall not at the time of delivery be prohibited under the laws of the
jurisdiction to which such purchaser is subject, and (ii) if the Offered Debt
Securities or the Preferred Stock are also being sold to underwriters, the
Corporation shall have sold to such underwriters the Offered Debt Securities or
the Preferred Stock not sold for delayed delivery. The dealers and such other
persons will not have any responsibility in respect to the validity or
performance of such contracts.
LEGAL OPINIONS
The validity of the Debt Securities and the Preferred Stock will be passed
upon for the Corporation by Mahoney Adams & Criser, P.A. (a professional
corporation), Jacksonville, Florida, counsel for the Corporation, and Mahoney
Adams & Criser, P.A. may rely as to matters of New York law on the opinion of
Simpson Thacher & Bartlett. Marshall M. Criser, a director of the Corporation,
is a member of the firm of Mahoney Adams & Criser, P.A. If the Securities are
being distributed in an underwritten offering, the validity of the Debt
Securities and the Preferred Stock will be passed upon for the underwriters or
agents by Simpson Thacher & Bartlett (a partnership which includes professional
corporations), New York, New York, and Simpson Thacher & Bartlett may rely as to
matters of Florida law on the opinion of Mahoney Adams & Criser, P.A.
EXPERTS
The consolidated financial statements of the Corporation incorporated in
this Prospectus by reference to the Annual Report on Form 10-K of the
Corporation for the year ended December 31, 1994, have been so incorporated in
reliance on the reports of Arthur Andersen LLP and Price Waterhouse LLP,
independent accountants, given on the authority of such firms as experts in
issuing said reports.
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