<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 7, 1996
REGISTRATION STATEMENT NO. 33-64305
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 33-57597
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
BARNETT BANKS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
FLORIDA 59-0560515
(State or other jurisdiction (I.R.S. Employer
of Identification Number)
incorporation or
organization)
</TABLE>
50 NORTH LAURA STREET
JACKSONVILLE, FLORIDA 32202
(904) 791-7720
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
------------------------
CHARLES E. RICE
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
BARNETT BANKS, INC.
50 NORTH LAURA STREET JACKSONVILLE, FLORIDA 32202
(904) 791-7720
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
------------------------
COPIES TO:
<TABLE>
<S> <C>
HALCYON E. SKINNER, ESQ. LEE MEYERSON, ESQ.
Mahoney Adams & Criser, P.A. Simpson Thacher & Bartlett
50 North Laura Street 425 Lexington Avenue
Jacksonville, Florida 32202 New York, New York 10017
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME
TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT AS DETERMINED BY
MARKET CONDITIONS.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AGGREGATE AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT * PRICE * FEE
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities $1,160,000,000** 100% $1,160,000,000 $400,000***
Preferred Stock
Common Stock, par value $2.00
per share (including
preferred stock purchase
rights)
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
</TABLE>
* Estimated solely for the purpose of determining the registration fee.
** This amendment reduces the amount of securities to be registered hereunder
from $2,000,000,000 to $1,160,000,000 in accordance with the prescribed
filing fee rates of the Securities and Exchange Commission and pursuant to
its press release dated November 21, 1995. Accordingly, there is being
registered hereunder such Debt Securities and such number of shares of
Preferred Stock and Common Stock as will result in an aggregate offering
price of $1,160,000,000 or the equivalent thereof in one or more foreign
currencies, or, if any Debt Securities are issued at an original issue
discount, such greater principal amount as shall result in an aggregate
offering price of $1,160,000,000. There is also being registered hereunder
such indeterminate number of shares of Common Stock as may be issuable upon
conversion of Debt Securities or Preferred Stock and associated rights to
purchase shares of Barnett Banks, Inc.'s Junior Participating Preferred
Stock, par value $0.10 per share, which rights are (a) not currently
exercisable and (b) not currently separable from shares of the Common Stock.
*** Previously paid
Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement contains a combined Prospectus and relates to Registration Statement
No. 33-57597 previously filed by the Registrant on Form S-3 and declared
effective on March 9, 1995. This Registration Statement also constitutes
Post-Effective Amendment No. 1 to Registration Statement No. 33-57597 and such
Post-Effective Amendment shall hereafter become effective concurrently with the
effectiveness of this Registration Statement and in accordance with Section 8(c)
of Securities Act of 1933.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PROSPECTUS
BARNETT BANKS, INC.
DEBT SECURITIES
COMMON STOCK
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"),may issue its Common Stock,
$2.00 par value (the "Common Stock"), 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 $1,371,400,000, 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, the Common Stock 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 the 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.
If Common Stock is issued, the number of shares, the issuance price and the
other terms of the offering thereof 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 7, 1996.
<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, 1995, as amended by the Corporation's Annual Report on Form 10-K/A
filed on February 14, 1996;
(b) the Corporation's Current Report on Form 8-K filed on February 6, 1996;
(c) the Corporation's Current Report on Form 8-K filed on February 29, 1996;
(d) the Corporation's Current Report on Form 8-K filed on March 5, 1996;
(e) 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
(f) 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, 1995, the Corporation owned 32 commercial banks having 613 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, 1995, the
Corporation had total assets of $41.6 billion and total deposits of $34.2
billion. On that date, the Corporation was the 24th 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,
<S> <C> <C> <C> <C> <C>
Earnings to Fixed Charges: 1995 1994 1993 1992 1991
--------------- --------- --------- --------- ---------
Excluding Interest on Deposits..................................... 4.18 4.92 6.04 3.27 1.56
Including Interest on Deposits.................................... 1.66 1.78 1.69 1.26 1.05
Earnings to Combined Fixed Charges and Preferred Stock Dividend
Requirements:
Excluding Interest on Deposits.................................... 3.82 4.29 4.95 2.72 1.46
Including Interest on Deposits.................................... 1.62 1.73 1.64 1.23 1.04
</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.
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
3
<PAGE>
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. and Barnett Annuities
Corporation, a subsidiary of Barnett Banks Trust Company, N.A., are 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 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.
4
<PAGE>
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, 1995, aggregate
dividends of approximately $171 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
Pursuant to the Federal Reserve Board's risk-based capital guidelines for
state member banks and bank holding companies, the Corporation's 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, 1995, the
Corporation had a Tier 1 risk-based capital ratio of 8.25% and a total
risk-based capital ratio of 11.51%. At that date, the Corporation had a leverage
ratio of 6.16%.
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 mortgage servicing rights ("MSRs") and
purchased credit card relationships ("PCCRs"), provided that, in the aggregate,
the total amount of MSRs 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 MSRs and PCCRs that a bank holding company may include in
its capital is limited to the lesser of (i) 90% of such
5
<PAGE>
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 MSRs 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 July 25, 1995, the Federal Reserve Board, the FDIC and the OCC published
a joint notice of proposed rulemaking soliciting comments on a proposal to
revise their risk-based capital standards to take account of market rise in
foreign exchange and commodity activities and in the trading of debt and equity
instruments. The notices propose alternative approaches for determining the
additional amount of capital, if any, that certain banking organizations may be
required to hold to account for market risk exposure. Institutions would
calculate their capital charges for market risk using their internal
value-at-risk models or risk measurement techniques developed by the agencies.
The Corporation cannot assess at this point the impact, if any, that such
proposals would have on its capital ratios.
On August 2, 1995, the Federal Reserve Board, the FDIC and the OCC published
a joint notice of rulemaking revising their risk-based capital standards to take
account of interest rate risk. The new rule provides that the agencies will
consider a bank's exposure to declines in the economic value of its capital due
to changes in interest rates as a factor that the agencies will consider in
evaluating a depository institution's capital adequacy. On August 2, 1995, the
Federal Reserve Board, the FDIC and the OCC published a joint notice soliciting
public comments on a proposal to adopt a policy statement that would establish a
framework to measure and monitor the level of interest rate risk at a depository
institution. The agencies have indicated that they intend to adopt explicit
minimum requirements for interest rate risk into their risk-based capital
requirements at a future, unspecified date. The Corporation cannot assess at
this point the impact, if any, that such proposal 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
6
<PAGE>
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, 1995, each of the Corporation's subsidiary banks met the definition
of a "well capitalized" institution.
"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
Pursuant to the Riegle-Neal Interstate Banking and Branching Efficiency Act
of 1994, substantially all state law barriers to the acquisition of banks by
out-of-state bank holding companies were 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
7
<PAGE>
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.
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 Indentures describe the material
general terms thereof, but do not purport to be a complete description of all
the provisions of the Indenture applicable to a particular series of Debt
Securities (the "Applicable Indenture"). Capitalized terms used in this
Prospectus and not otherwise defined herein shall have the meaning assigned
thereto in the Applicable Indenture.
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
8
<PAGE>
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 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.
9
<PAGE>
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."
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
10
<PAGE>
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.
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,
11
<PAGE>
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 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
12
<PAGE>
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 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
13
<PAGE>
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 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.
14
<PAGE>
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 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, 1995, 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 constituted approximately 12 percent and 11
percent, respectively, 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
15
<PAGE>
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.
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. The applicable Prospectus Supplement with respect
to Subordinated Securities will set forth the aggregate amount of Senior
Indebtedness outstanding as of the most recent practicable date and the
aggregate amount of Subordinated Securities outstanding as of the date of such
Prospectus Supplement. "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
16
<PAGE>
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 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
17
<PAGE>
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 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).
18
<PAGE>
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 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
19
<PAGE>
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 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
20
<PAGE>
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 (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
21
<PAGE>
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.
22
<PAGE>
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 COMMON STOCK
For a description of the terms of the Corporation's Common Stock, see
"Description of Capital Stock -- Common Stock" and "Description of Capital Stock
- -- Rights to Purchase Junior Participating Preferred Stock" below. The specific
number of shares, issuance price and other terms of the offering of the Common
Stock offered by any Prospectus Supplement will be described in the Prospectus
Supplement relating to such Common Stock.
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 The 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.
23
<PAGE>
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 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.
24
<PAGE>
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 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, 1995, there were
issued and outstanding 94,865,368 shares of Common Stock, 1,947,057 shares of
Series A $4.50 Cumulative Convertible Preferred Stock (the "Series A Preferred
Stock") and 11,164 shares of Series B $2.50 Cumulative Convertible Preferred
Stock (the "Series B 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 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.
25
<PAGE>
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.
The 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 The 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 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
26
<PAGE>
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.
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.
27
<PAGE>
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 two series of Preferred Stock outstanding which rank on
parity as to dividend and liquidation rights. Such series, Series A Preferred
Stock and Series B 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 and the Series B Preferred Stock and senior to the Common Stock. The First
Chicago Trust Company of New York is the transfer agent, registrar, dividend
disbursing agent and redemption agent for the two 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
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. The Board of Directors of the Corporation
has authorized the redemption of the Series A Preferred Stock at the discretion
of the Corporation's management and in accordance with its terms.
28
<PAGE>
At December 31, 1995 there were 1,947,057 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, 1995, there were 11,164 shares of Series B 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.
29
<PAGE>
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 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.
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 Securities 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 Securities 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 Securities are also being sold to underwriters, the
Corporation shall have sold to such underwriters the Securities 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, the Common Stock 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, the Common Stock 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 audited consolidated financial statements incorporated by reference in
this Prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent certified public accountants, as indicated in
their report with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said reports.
30
<PAGE>
- -------------------------------------------
-------------------------------------------
- -------------------------------------------
-------------------------------------------
NO DEALER, AGENT, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED
IN THIS PROSPECTUS OR IN ANY ACCOMPANYING PROSPECTUS SUPPLEMENT IN CONNECTION
WITH THE OFFER CONTAINED HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
CORPORATION. THIS PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS SUPPLEMENT SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THE SECURITIES DESCRIBED HEREIN OR THEREIN OR AN OFFER TO
SELL OR THE SOLICITATION TO BUY ANY SECURITIES OFFERED HEREBY OR THEREBY IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS SUPPLEMENT NOR ANY
SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION IN THIS PROSPECTUS OR ANY ACCOMPANYING
PROSPECTUS SUPPLEMENT OR THE DOCUMENTS INCORPORATED THEREIN BY REFERENCE IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THEIR RESPECTIVE DATES OR THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE CORPORATION SINCE SUCH DATES.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<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................................ 3
Regulatory Matters............................. 4
Description of Debt Securities................. 8
Description of Common Stock ................... 23
Description of Preferred Stock................. 23
Description of Capital Stock................... 25
Plan of Distribution........................... 29
Legal Opinions................................. 30
Experts........................................ 30
</TABLE>
------------------------
BARNETT BANKS, INC.
DEBT SECURITIES
COMMON STOCK
PREFERRED STOCK
---------------------
BARNETT BANKS, INC.
---------------------
PROSPECTUS
MARCH 7, 1996
- -------------------------------------------
-------------------------------------------
- -------------------------------------------
-------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following expenses will be incurred in connection with the issuance and
distribution of the Debt Securities, the Common Stock and the Preferred Stock
being registered, other than underwriting discounts and commissions.
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee.................... $ 400,000
Blue Sky Fees and Expenses............................................. 25,000
Accounting Fees and Expenses........................................... 55,000
Legal Fees and Expenses................................................ 25,000
Trustees' and Transfer Agent Fees...................................... 15,000
Printing and Engraving Expenses........................................ 40,000
Miscellaneous Expenses................................................. 20,000
----------
$ 580,000
----------
----------
</TABLE>
All of the above items, except the registration fee, are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Articles and Bylaws of the Corporation require the indemnification of
directors and officers to the fullest extent permitted by law.
Subsection (1) of Section 607.0850 of the Florida Business Corporation Act
(the "FBCA") empowers a corporation to indemnify any person who was or is a
party to any proceeding (other than an action by, or in the right of, the
corporation), by reason of the fact that he is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against liability
incurred in connection with such proceeding (including any appeal thereof) if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.
Subsection (2) of Section 607.0850 of the FBCA empowers a corporation to
indemnify any person who was or is a party to any proceeding by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth in the preceding paragraph,
against expenses and amounts paid in settlement not exceeding, in the judgment
of the board of directors, the estimated expenses of litigating the proceeding
to conclusion, actually and reasonably incurred in connection with the defense
or settlement of such proceeding, including appeals, provided that the person
acted under the standards set forth in the preceding paragraph. However, no
indemnification should be made for any claim, issue or matter as to which such
person is adjudged to be liable unless, and only to the extent that, the court
in which such proceeding was brought, or any other court of competent
jurisdiction, shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
deems proper.
Subsection (3) of Section 607.0850 of the FBCA provides that to the extent a
director or officer of a corporation has been successful on the merits or
otherwise in defense of any proceeding referred to in subsection (1) or (2) of
Section 607.0850 of the FBCA or in the defense of any claim, issue or matter
therein, he shall be indemnified against expenses actually and reasonably
incurred by him in connection therewith.
Subsection (4) of Section 607.0850 of the FBCA provides that any
indemnification under subsection (1) or (2) of Section 607.0850 of the FBCA,
unless determined by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director or officer is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsection (1) or (2) of Section
607.0850 of the FBCA. Such determination shall be made:
II-1
<PAGE>
(a) by the board of directors by a majority vote of a quorum consisting
of directors who were not parties to such proceeding;
(b) if such a quorum is not obtainable, or, even if obtainable, by
majority vote of a committee duly designated by the board of directors (in
which directors who are parties may participate) consisting solely of two or
more directors not at the time parties to the proceeding;
(c) by independent legal counsel:
(1) selected by the board of directors as prescribed in paragraph (a)
or the committee selected as prescribed in paragraph (b); or
(2) if no quorum of directors can be obtained under paragraph (a) or
no committee can be designated under paragraph (b), by a majority vote of
the full board of directors (in which directors who are parties may
participate); or
(d) by the shareholders by a majority vote of a quorum of shareholders
who were not parties to such proceedings or, if no quorum is obtainable, by
a majority vote of shareholders who were not parties to such proceeding.
Under subsection (6) of Section 607.0850 of the FBCA, expenses incurred by a
director or officer in defending a civil or criminal proceeding may be paid by
the corporation in advance of the final disposition thereof upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it is ultimately determined that such director or officer is not entitled to
indemnification under Section 607.0850 of the FBCA.
Subsection (7) of Section 607.0850 of the FBCA states that indemnification
and advancement of expenses provided under Section 607.0850 of the FBCA are not
exclusive and empowers the corporation to make any other or further
indemnification or advancement of expenses under any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, for actions in an official
capacity and in other capacities while holding an office. However, a corporation
cannot indemnify or advance expenses if a judgment or other final adjudication
establishes that the actions or omissions to act of the director or officer were
material to the adjudicated cause of action and the director or officer (a)
violated criminal law, unless the director or officer had reasonable cause to
believe his conduct was lawful or had no reasonable cause to believe his conduct
was unlawful, (b) derived an improper personal benefit from a transaction, (c)
was or is a director in a circumstance where the liability under Section
607.0834 of the FBCA (relating to unlawful distributions) applies, or (d)
engaged in willful misconduct or conscious disregard for the best interests of
the corporation in a proceeding by or in right of the corporation to procure a
judgment in its favor or in a proceeding by or in right of a shareholder.
Subsection (9) of Section 607.0850 of the FBCA permits any director or
officer who is or was a party to a proceeding to apply for indemnification or
advancement of expenses, or both, to any court of competent jurisdiction and
lists the determinations the court should make before ordering indemnification
or advancement of expenses.
Subsection (12) of Section 607.0850 of the FBCA permits a corporation to
purchase and maintain insurance for a director or officer against any liability
incurred in his official capacity or arising out of his status as such
regardless of the corporation's power to indemnify him against such liability
under Section 607.0850.
As allowed by Section 607.0850(12) of the FBCA, the Corporation maintains
liability insurance covering directors and officers.
ITEM 16. EXHIBITS.
The exhibits listed on the Exhibit Index on page II-6 of this Registration
Statement have been previously filed, are filed herewith, will be filed by
amendment, or are incorporated herein by reference to other filings.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
II-2
<PAGE>
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jacksonville, State of Florida, on the 7th day of
March, 1996.
BARNETT BANKS, INC.
By: *
-----------------------------------
Charles E. Rice,
CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
/s/ PATRICK J. MCCANN
-----------------------------------
Patrick J. McCann
ATTORNEY-IN-FACT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------- ------------------------- -----------------
<C> <S> <C>
*
- ---------------------------------------- Director March 7, 1996
Walter H. Alford
*
- ---------------------------------------- Director March 7, 1996
Rita Bornstein
*
- ---------------------------------------- Director March 7, 1996
James L. Broadhead
*
- ---------------------------------------- Director March 7, 1996
Alvin R. Carpenter
*
- ---------------------------------------- Director March 7, 1996
Marshall M. Criser
*
- ---------------------------------------- Director March 7, 1996
Jack B. Critchfield
- ---------------------------------------- Director March 7, 1996
Remedios Diaz Oliver
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------- ------------------------- -----------------
<C> <S> <C>
* President
- ---------------------------------------- Chief Operating Officer March 7, 1996
Allen L. Lastinger, Jr. and Director
/s/ PATRICK J. MCCANN
- ---------------------------------------- Controller (Principal March 7, 1996
Patrick J. McCann Accounting Officer)
*
- ---------------------------------------- Director March 7, 1996
Clarence V. McKee
*
- ---------------------------------------- Director March 7, 1996
Thompson L. Rankin
* Chief Financial Officer
- ---------------------------------------- (Principal Financial March 7, 1996
Charles W. Newman Officer)
Chairman, Chief Executive
* Officer and Director
- ---------------------------------------- (Principal Executive March 7, 1996
Charles E. Rice Officer)
*
- ---------------------------------------- Director March 7, 1996
Frederick H. Schultz
*
- ---------------------------------------- Director March 7, 1996
Stewart Turley
- ---------------------------------------- Director March 7, 1996
John A. Williams
/s/ PATRICK J. MCCANN
- ----------------------------------------
Patrick J. McCann
ATTORNEY-IN-FACT
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGINATION IN SEQUENTIAL
NUMBER EXHIBIT DESIGNATION NUMBERING SYSTEM
- ------------- ------------------------------------------------------------------- ----------------------------------
<C> <S> <C>
(1)(a) Form of Underwriting Agreements. (Debt Securities and Preferred incorporated by reference to
Stock) Exhibit 1(a) of the Corporation's
Registration Statement No.
33-59246
(1)(b) Form of Underwriting Agreement (Common Stock)
(4)(a) Amended and Restated Articles of Incorporation of the Corporation. incorporated by reference to
Exhibit 4(a) of the Corporation's
Registration Statement No.
33-59246
*(4)(b) Bylaws of the Corporation.
(4)(c) Form of Certificate of Designation. incorporated by reference to
Exhibit 4(c) to the Corporation's
Registration Statement No.
33-57597
(4)(d) Rights Agreement. incorporated by reference to
Exhibit (4)(c) to the
Corporation's Registration
Statement No. 33-36307
(4)(e) Indenture relating to the Subordinated Securities. incorporated by reference to
Exhibit 4(e) to the Corporation's
Current Report on Form 8-K dated
March 22, 1995
(4)(f) Indenture relating to the Senior Securities. incorporated by reference to
Exhibit 4(f) to the Corporation's
Current Report on Form 8-K dated
March 22, 1995
(5) Opinion of Mahoney Adams & Criser, P.A. as to the validity of the
Debt Securities, the Common Stock and the Preferred Stock.
(12) Computation of Ratios of Earnings to Combined Fixed Charges and incorporated by reference to
Preferred Dividend Requirements and Computation of Ratio of Exhibit 12 to the Corporation's
Earnings to Fixed Charges for annual periods. Annual Report on Form 10-K for the
year ended December 31, 1995
(23)(a) Consent of Arthur Andersen LLP
(23)(b) Consent of Mahoney Adams & Criser, P.A., counsel to the Corporation
(included in Exhibit (5)).
*(24)(a) Powers of Attorney.
(24)(b) Certified Resolutions of Board of Directors Authorizing Powers of
Attorney
(25)(a) Statement of Eligibility of Qualification of Subordinated Debt
Trustee under Trust Indenture Act of 1939 on Form T-1.
(25)(b) Statement of Eligibility and Qualification of Senior Debt Trustee
under Trust Indenture Act of 1939 on Form T-1.
</TABLE>
- ------------------------
* Previously filed
II-6
<PAGE>
BARNETT BANKS, INC.
Common Stock
UNDERWRITING AGREEMENT
1. INTRODUCTORY. Barnett Banks, Inc., a Florida corporation
("Company"), proposes to issue and sell from time to time shares of its common
stock registered under the registration statement referred to in Section 2(a)
("Registered Securities"). The number of shares, issuance price and the other
terms of each offering of Registered Securities will be determined at the time
of sale. Particular offerings of the Registered Securities will be sold
pursuant to a Terms Agreement referred to in Section 3, for resale in accordance
with terms of offering determined at the time of sale.
The Registered Securities involved in any such offering are
hereinafter referred to as the "Securities". The firm or firms which agree to
purchase the Securities are hereinafter referred to as the "Underwriters" of
such Securities, and the representative or representatives of the Underwriters,
if any, specified in a Terms Agreement referred to in Section 3 are hereinafter
referred to as the "Representatives"; provided, however, that if the Terms
Agreement does not specify any representative of the Underwriters, the term
"Representatives", as used in this Agreement (other than in Sections 2(b), 5(c)
and 6 and the second sentence of Section 3), shall mean the Underwriters.
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to, and agrees with, each Underwriter that:
(a) A registration statement (No. 33-64305), including a
prospectus, relating to the Registered Securities has been filed with the
Securities and Exchange Commission ("Commission") and has become effective.
Such registration statement, as amended at the time of any Terms Agreement
referred to in
<PAGE>
2
Section 3, is hereinafter referred to as the "Registration Statement", and
the prospectus included in such Registration Statement, as supplemented as
contemplated by Section 3 to reflect the terms of the Securities and the
terms of offering thereof, as first filed with the Commission pursuant to
and in accordance with Rule 424(b) ("Rule 424(b)") under the Securities Act
of 1933 ("Act"), including all material incorporated by reference therein,
is hereinafter referred to as the "Prospectus".
(b) On the effective date of the Registration Statement relating to
the Registered Securities, such Registration Statement conformed in all
material respects to the requirements of the Act and the rules and
regulations of the Commission ("Rules and Regulations") and did not include
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein
not misleading, and on the date of each Terms Agreement referred to in
Section 3, the Registration Statement and the Prospectus will conform in
all material respects to the requirements of the Act and the Rules and
Regulations, and neither of such documents will include any untrue
statement of a material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein not
misleading, except that the foregoing does not apply to statements in or
omissions from any of such documents based upon written information
furnished to the Company by any Underwriter through the Representatives, if
any, specifically for use therein.
3. PURCHASE AND OFFERING OF SECURITIES. The obligation of the
Underwriters to purchase the Securities will be evidenced by an exchange of
telegraphic or other written communications ("Terms Agreement") at the time the
Company determines to sell the Securities. The Terms Agreement will incorporate
by reference the provisions of this Agreement, except as otherwise provided
therein, and will specify the firm or firms which will be Underwriters, the
names of any Representatives, the number of shares to be purchased by each
Underwriter, the purchase price to be paid
<PAGE>
3
by the Underwriters and the terms of the Securities not already specified,
including, but not limited to, whether any of the Securities may be sold to
institutional investors pursuant to Delayed Delivery Contracts (as defined
below). The Terms Agreement will also specify the time and date of delivery and
payment (such time and date, or such other time not later than five full
business days thereafter as the Representatives and the Company agree as the
time for payment and delivery, being herein and in the Terms Agreement referred
to as the "Closing Date"), the place of delivery and payment and any details of
the terms of offering that should be reflected in the prospectus supplement
relating to the offering of the Securities. The obligations of the Underwriters
to purchase the Securities will be several and not joint. It is understood that
the Underwriters propose to offer the Securities for sale as set forth in the
Prospectus. The certificates for the Securities delivered to the Underwriters
on the Closing Date will be in definitive form, in such denominations and
registered in such names as the Underwriters may request.
If the Terms Agreement provides for sales of Securities pursuant to
delayed delivery contracts, the Company authorizes the Underwriters to solicit
offers to purchase Securities pursuant to delayed delivery contracts
substantially in the form of Annex I attached hereto ("Delayed Delivery
Contracts") with such changes therein as the Company may authorize or approve.
Delayed Delivery Contracts are to be with institutional investors, including
commercial and savings banks, insurance companies, pension funds, investment
companies and educational and charitable institutions. On the Closing Date the
Company will pay, as compensation, to the Representatives for the accounts of
the Underwriters, the fee set forth in such Terms Agreement in respect of the
number of shares of Securities to be sold pursuant to Delayed Delivery Contracts
("Contract Securities"). The Underwriters will not have any responsibility in
respect of the validity or the performance of Delayed Delivery Contracts. If
the Company executes and delivers Delayed Delivery Contracts, the Contract
Securities will be deducted from the Securities to be purchased by the several
Underwriters and the aggregate number of shares of Securities to be purchased by
each Underwriter will be reduced pro rata in proportion to the number of shares
of
<PAGE>
4
Securities set forth opposite each Underwriter's name in such Terms Agreement,
except to the extent that the Representatives determine that such reduction
shall be otherwise than pro rata and so advise the Company. The Company will
advise the Representatives not later than the business day prior to the Closing
Date of the number of shares of Contract Securities.
4. CERTAIN AGREEMENTS OF THE COMPANY. The Company agrees with the
several Underwriters that it will furnish to Simpson Thacher & Bartlett, counsel
for the Underwriters, one signed copy of the registration statement relating to
the Registered Securities, including all exhibits, in the form it became
effective and of all amendments thereto and that, in connection with each
offering of Securities:
(a) The Company will file the Prospectus with the Commission pursuant
to and in accordance with Rule 424(b)(2) (or, if applicable and if
consented to by the Representatives, subparagraph (5)) not later than the
second business day following the execution and delivery of the Terms
Agreement.
(b) The Company will advise the Representatives promptly of any
proposal to amend or supplement the Registration Statement or the
Prospectus and will afford the Representatives a reasonable opportunity to
comment on any such proposed amendment or supplement; and the Company will
also advise the Representatives promptly of the filing of any such
amendment or supplement and of the institution by the Commission of any
stop order proceedings in respect of the Registration Statement or of any
part thereof and will use its best efforts to prevent the issuance of any
such stop order and to obtain as soon as possible its lifting, if issued.
(c) If, at any time when a prospectus relating to the Securities is
required to be delivered under the Act, any event occurs as a result of
which the Prospectus as then amended or supplemented would include an
untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which
<PAGE>
5
they were made, not misleading, or if it is necessary at any time to amend
the Prospectus to comply with the Act, the Company promptly will prepare
and file with the Commission an amendment or supplement which will correct
such statement or omission or an amendment which will effect such
compliance. Neither the Representatives' consent to, nor the Underwriters
delivery of, any such amendment or supplement shall constitute a waiver of
any of the conditions set forth in Section 5.
(d) As soon as practicable, but not later than 16 months, after the
date of each Terms Agreement, the Company will make generally available to
its securityholders an earnings statement covering a period of at least 12
months beginning after the later of (i) the effective date of the
registration statement relating to the Registered Securities, (ii) the
effective date of the most recent post-effective amendment to the
Registration Statement to become effective prior to the date of such Terms
Agreement and (iii) the date of the Company's most recent Annual Report on
Form 10-K filed with the Commission prior to the date of such Terms
Agreement, which will satisfy the provisions of Section 11(a) of the Act.
(e) The Company will furnish to the Representatives copies of the
Registration Statement, including all exhibits, any related preliminary
prospectus, any related preliminary prospectus supplement, the Prospectus
and all amendments and supplements to such documents, in each case as soon
as available and in such quantities as are reasonably requested.
(f) The Company will arrange for the qualification of the Securities
for sale and the determination of their eligibility for investment under
the laws of such jurisdictions as the Representatives designate and will
continue such qualifications in effect so long as required for the
distribution.
(g) During the period of ten years after the date of any Terms
Agreement, the Company will furnish to the Representatives and, upon
request, to each of the other
<PAGE>
6
Underwriters, if any, as soon as practicable after the end of each fiscal
year, a copy of its annual report to stockholders for such year; and the
Company will furnish to the Representatives (i) as soon as available, a
copy of each report or definitive proxy statement of the Company filed with
the Commission under the Securities Exchange Act of 1934 or mailed to
stockholders, and (ii) from time to time, such other information concerning
the Company as the Representatives may reasonably request.
(h) The Company will pay all expenses incident to the performance of
its obligations under this Agreement and will reimburse the Underwriters
for any expenses (including fees and disbursements of counsel) incurred by
them in connection with qualification of the Registered Securities for sale
and determination of their eligibility for investment under the laws of
such jurisdictions as the Representatives may designate and the printing of
memoranda relating thereto or any fees charged by investment rating
agencies for the rating of the Securities, for the filing fee of the
National Association of Securities Dealers, Inc. relating to the Registered
Securities and for expenses incurred in distributing the Prospectus, any
preliminary prospectuses and any preliminary prospectus supplements to
Underwriters.
(i) For a period beginning at the time of execution of the Terms
Agreement and ending thirty days after the Closing Date, without the prior
consent of the Representatives, the Company will not offer, sell, contract
to sell or otherwise dispose of any shares of capital stock of the Company.
5. CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS. The
obligations of the several Underwriters to purchase and pay for the Securities
will be subject to the accuracy of the representations and warranties on the
part of the Company herein, to the accuracy of the statements of Company
officers made pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional conditions
precedent:
<PAGE>
7
(a) The Representatives shall have received a letter, dated the
Closing Date, of Arthur Andersen LLP, confirming that they are independent
public accountants within the meaning of the Act and the applicable
published Rules and Regulations thereunder and stating in effect that:
(i) in their opinion, any financial statements or schedules
examined by them and included in the Prospectus comply in form in
all material respects with the applicable accounting requirements
of the Act and the related published Rules and Regulations;
(ii) they have made a review of any unaudited financial
statements included in the Prospectus in accordance with standards
established by the American Institute of Certified Public Accountants,
as indicated in their report or reports attached to such letter;
(iii) on the basis of the review referred to in (ii) above, a
reading of the latest available interim financial statements of the
Company, a reading of the minutes of the meetings of the stockholders,
directors and committees of the Board of Directors of the Company,
inquiries of officials of the Company who have responsibility for
financial and accounting matters and other specified procedures,
nothing came to their attention that caused them to believe that:
(A) the unaudited financial statements, if any, included in
the Prospectus do not comply in form in all material respects
with the applicable accounting requirements of the Act and the
related published Rules and Regulations or are not in conformity
with generally accepted accounting principles applied on a basis
substantially consistent
<PAGE>
8
with that of the audited financial statements included in the
Prospectus.
(B) the unaudited capsule information, if any, included in
the Prospectus does not agree with the corresponding amounts set
forth in the unaudited consolidated financial statements from
which it was derived or was not determined on a basis
substantially consistent with that of the audited financial
statements included in the Prospectus;
(C) at the date of the latest available balance sheet read
by such accountants, or at a subsequent specified date not more
than five days prior to the Closing Date, there was any change in
the capital stock or any increase in short-term indebtedness or
long-term debt of the Company and consolidated subsidiaries or,
at the date of the latest available balance sheet read by such
accountants, there was any decrease in consolidated shareholders'
equity, as compared with amounts shown on the latest balance
sheet included in the Prospectus; or
(D) for the period from the date of the latest income
statement included in the Prospectus to the closing date of the
latest available income statement read by such accountants there
were any decreases, as compared with the corresponding period of
the previous year in consolidated net interest income,
consolidated income before income taxes, in the consolidated
total or per share amounts of net income or in the ratio of
earnings to fixed charges;
except in all cases set forth in clauses (C) and (D) above for changes,
increases or decreases which the Prospectus discloses have occurred or may
occur or which are described in such letter; and
(iv) they have compared specified dollar amounts (or percentages
derived from such dollar amounts) and other financial information
included in the Prospectus (in each case to the extent that such
dollar amounts, percentages and other financial information are
derived from the general accounting records of the Company and its
subsidiaries subject to the internal controls of the Company's
accounting system or are derived directly from such records by
analysis or computation) with the results obtained from inquiries,
a reading of such general accounting records and other procedures
specified in such letter and have found such dollar amounts,
percentages and other financial information to be in agreement with
such results, except as otherwise specified in such letter.
All financial statements and schedules included in material incorporated by
reference into the Prospectus shall be deemed included in the Prospectus
for the purposes of this subsection.
The Company will furnish the Representatives with such conformed copies of such
opinions, certificates, letters and documents as they reasonably request.
(b) The Prospectus shall have been filed with the Commission in
accordance with the Rules and Regulations and Section 4(a) of this
Agreement. No stop order suspending the effectiveness of the Registration
Statement or of any part thereof shall have been issued and no proceedings
for that purpose shall have been instituted or, to the knowledge of the
Company or any Underwriter, shall be contemplated by the Commission.
(c) Subsequent to the execution of the Terms Agreement, there shall
not have occurred (i) any change, or any development involving a
prospective change, in or affecting particularly the business or properties
of the Company or its subsidiaries which, in the judgment of a majority in
interest of the Underwriters, including any Representatives, materially
impairs the investment quality of the Securities or the Registered
Securities; (ii) any downgrading in the rating of any debt securities or
preferred stock of the Company by any "nationally recognized statistical
rating organization" (as defined for purposes of Rule 436(g) under the
Act),
<PAGE>
9
or any public announcement that any such organization has under
surveillance or review its rating of any debt securities or preferred stock
of the Company (other than an announcement with positive implications of a
possible upgrading, and no implication of a possible downgrading, of such
rating); (iii) any suspension or limitation of trading in securities
generally on the New York Stock Exchange, or any setting of minimum prices
for trading on such exchange, or any suspension of trading of any
securities of the Company on any exchange or in the over-the-counter
market; (iv) any banking moratorium declared by Federal or New York or
Florida authorities; or (v) any outbreak or escalation of major hostilities
in which the United States is involved, any declaration of war by Congress
or any other substantial national or international calamity or emergency
if, in the judgment of a majority in interest of the Underwriters,
including any Representatives, the effect of any such outbreak, escalation,
declaration, calamity or emergency makes it impractical or inadvisable to
proceed with completion of the sale of and payment for the Securities.
(d) The Representatives shall have received an opinion, dated the
Closing Date, of Mahoney Adams & Criser, P.A., counsel for the Company, to
the effect that:
(i) The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the State of Florida,
with corporate power and authority to own its properties and conduct
its business as described in the Prospectus; and the Company is duly
qualified to do business as a foreign corporation in good standing in
all other jurisdictions in which it owns or leases substantial
properties or in which the conduct of its business requires such
qualification;
(ii) The Securities have been duly authorized; the Securities
other than any Contract Securities have been validly issued and are
fully paid and nonassessable; any Contract Securities, when issued,
delivered and sold pursuant to Delayed
<PAGE>
10
Delivery Contracts, will be validly issued, fully paid and
nonassessable; and the Securities other than any Contract Securities
conform, and any Contract Securities, when so issued, delivered and
sold, will conform, to the description thereof contained in the
Prospectus; and the stockholders of the Company have no preemptive
rights with respect to the Securities;
(iii) No consent, approval, authorization or order of, or filing
with, any governmental agency or body or any court is required for the
consummation of the transactions contemplated by the Terms Agreement
(including the provisions of this Agreement) in connection with the
issuance or sale of the Securities by the Company, except such as have
been obtained and made under the Act and such as may be required under
state securities laws;
(iv) The execution, delivery and performance of the Terms
Agreement (including the provisions of this Agreement) and any Delayed
Delivery Contracts and the issuance and sale of the Securities and
compliance with the terms and provisions thereof will not result in a
breach or violation of any of the terms and provisions of, or
constitute a default under, any statute, any rule, regulation or order
of any governmental agency or body or any court having jurisdiction
over the Company or any subsidiary of the Company or any of their
properties or any agreement or instrument known to such counsel to
which the Company or any such subsidiary is a party or by which the
Company or any such subsidiary is bound or to which any of the
properties of the Company or any such subsidiary is subject, or the
charter or by-laws of the Company or any such subsidiary, and the
Company has full power and authority to authorize, issue and sell the
Securities as contemplated by the Terms Agreement (including the
provisions of this Agreement);
<PAGE>
11
(v) The Registration Statement has become effective under the
Act, the Prospectus was filed with the Commission pursuant to the
subparagraph of Rule 424(b) specified in such opinion on the date
specified therein, and, to the best knowledge of such counsel, no stop
order suspending the effectiveness of the Registration Statement or of
any part thereof has been issued and no proceedings for that purpose
have been instituted or are pending or contemplated under the Act, and
the registration statement relating to the Registered Securities, as
of its effective date, the Registration Statement and the Prospectus,
as of the date of the Terms Agreement, and any amendment or supplement
thereto, as of its date, complied as to form in all material respects
with the requirements of the Act and the Rules and Regulations; such
counsel have no reason to believe that such registration statement, as
of its effective date, the Registration Statement or the Prospectus,
as of the date of the Terms Agreement, or any such amendment or
supplement, as of its date, contained any untrue statement of a
material fact or omitted to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading; the descriptions in the Registration Statement and
Prospectus of statutes, legal and governmental proceedings and
contracts and other documents are accurate and fairly present in all
material respects the information required to be shown; and such
counsel do not know of any legal or governmental proceedings required
to be described in the Prospectus which are not described as required
or of any contracts or documents of a character required to be
described in the Registration Statement or Prospectus or to be filed
as exhibits to the Registration Statement which are not described and
filed as required; it being understood that such counsel need express
no opinion as to the financial statements or other financial or
statistical data contained in the Registration Statement or the
Prospectus; and
<PAGE>
12
(vi) The Terms Agreement (including the provisions of this
Agreement) and any Delayed Delivery Contracts have been duly
authorized, executed and delivered by the Company.
(e) The Representatives shall have received from Simpson Thacher &
Bartlett, counsel for the Underwriters, such opinion or opinions, dated the
Closing Date, with respect to the incorporation of the Company, the
validity of the Securities, the Registration Statement, the Prospectus and
other related matters as they may require, and the Company shall have
furnished to such counsel such documents as they request for the purpose of
enabling them to pass upon such matters. In rendering such opinion,
Simpson Thacher & Bartlett may rely as to the incorporation of the Company
and all other matters governed by Florida law upon the opinion of Mahoney
Adams & Criser, P.A. referred to above.
(f) The Representatives shall have received a certificate, dated the
Closing Date, of the President or any Vice-President and a principal
financial or accounting officer of the Company in which such officers, to
the best of their knowledge after reasonable investigation, shall state
that the representations and warranties of the Company in this Agreement
are true and correct, that the Company has complied with all agreements and
satisfied all conditions on its part to be performed or satisfied hereunder
at or prior to the Closing Date, that no stop order suspending the
effectiveness of the Registration Statement or of any part thereof has been
issued and no proceedings for that purpose have been instituted or, to the
best knowledge of the Company, are contemplated by the Commission and that,
subsequent to the date of the most recent financial statements in the
Prospectus, there has been no material adverse change in the financial
position or results of operation of the Company and its subsidiaries except
as set forth in or contemplated by the Prospectus or as described in such
certificate.
<PAGE>
13
(g) The Representatives shall have received a letter, dated the
Closing Date, of Arthur Andersen LLP, which reconfirms the matters set
forth in their letter delivered pursuant to subsection (a) of this Section
and states in effect that:
(i) in their opinion, any financial statements or schedules
examined by them and included in the Prospectus and not covered by
their letter delivered pursuant to subsection (a) of this Section
comply in form in all material respects with the applicable accounting
requirements of the Act and the related published Rules and
Regulations;
(ii) they have made a review of any unaudited financial
statements included in the Prospectus and not covered by their letter
delivered pursuant to subsection (a) of this Section in accordance
with standards established by the American Institute of Certified
Public Accountants, as indicated in their report or reports attached
to such letter;
(iii) on the basis of the review referred to in (ii) above, a
reading of the latest available interim financial statements of the
Company, a reading of the minutes of the meetings of the stockholders,
directors and committees of the Board of Directors of the Company,
inquiries of officials of the Company who have responsibility for
financial and accounting matters and other specified procedures,
nothing came to their attention that caused them to believe that:
(A) the unaudited financial statements, if any, included in
the Prospectus and not covered by their letter delivered pursuant
to subsection (a) of this Section do not comply in form in all
material respects with the applicable accounting requirements of
the Act and the related published Rules and Regulations or are
not in conformity with generally accepted accounting principles
applied on a basis substantially consistent
<PAGE>
14
with that of the audited financial statements included in the
Prospectus.
(B) the unaudited capsule information, if any, included in
the Prospectus does not agree with the corresponding amounts set
forth in the unaudited consolidated financial statements from
which it was derived or was not determined on a basis
substantially consistent with that of the audited financial
statements included in the Prospectus;
(C) at the date of the latest available balance sheet read
by such accountants, or at a subsequent specified date not more
than five days prior to the Closing Date, there was any change in
the capital stock or any increase in short-term indebtedness or
long-term debt of the Company and consolidated subsidiaries or,
at the date of the latest available balance sheet read by such
accountants, there was any decrease in consolidated shareholders'
equity, as compared with amounts shown on the latest balance
sheet included in the Prospectus; or
(D) for the period from the date of the latest income
statement included in the Prospectus to the closing date of the
latest available income statement read by such accountants there
were any decreases, as compared with the corresponding period of
the previous year in consolidated net interest income,
consolidated income before income taxes, in the consolidated
total or per share amounts of net income or in the ratio of
earnings to fixed charges;
except in all cases set forth in clauses (C) and (D) above for changes,
increases or decreases which the Prospectus discloses have occurred or may
occur or which are described in such letter; and
(iv) they have compared specified dollar amounts (or percentages
derived from such dollar
<PAGE>
15
amounts) and other financial information included in the Prospectus
and not covered by their letter delivered pursuant to subsection (a)
of this Section (in each case to the extent that such dollar amounts,
percentages and other financial information are derived from the
general accounting records of the Company and its subsidiaries subject
to the internal controls of the Company's accounting system or are
derived directly from such records by analysis or computation) with
the results obtained from inquiries, a reading of such general
accounting records and other procedures specified in such letter and
have found such dollar amounts, percentages and other financial
information to be in agreement with such results, except as otherwise
specified in such letter.
All financial statements and schedules included in material incorporated by
reference into the Prospectus shall be deemed included in the Prospectus
for the purposes of this subsection.
The Company will furnish the Representatives with such conformed copies of such
opinions, certificates, letters and documents as they reasonably request.
6. INDEMNIFICATION AND CONTRIBUTION. (a) The Company will
indemnify and hold harmless each Underwriter against any losses, claims, damages
or liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Registration Statement, the Prospectus, or any amendment or supplement
thereto, or any related preliminary prospectus or preliminary prospectus
supplement, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and will reimburse each Underwriter
for any legal or other expenses reasonably incurred by such Underwriter in
connection with investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred; provided, however, that
<PAGE>
16
the Company will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement in or omission or alleged omission from
any of such documents in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through the
Representatives, if any, specifically for use therein.
(b) Each Underwriter will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, the Prospectus, or any amendment or
supplement thereto, or any related preliminary prospectus or preliminary
prospectus supplement, or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by such Underwriter
through the Representatives, if any, specifically for use therein, and will
reimburse any legal or other expenses reasonably incurred by the Company in
connection with investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred.
(c) Promptly after receipt by an indemnified party under this Section
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
subsection (a) or (b) above, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under subsection (a) or (b) above. In case any such action is
brought against any indemnified party and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to
<PAGE>
17
participate therein and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and
after written notice from the indemnifying party to such indemnified party of
its election so to assume the defense thereof, the indemnifying party will not
be liable to such indemnified party under this Section for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation.
(d) If the indemnification provided for in this Section is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Company on the one hand and the Underwriters on the other from the offering
of the Securities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company on the one hand and the Underwriters on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting expenses) received
by the Company bear to the total underwriting discounts and commissions received
by the Underwriters. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company or the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The amount paid by an indemnified
party as a result of the losses,
<PAGE>
18
claims, damages or liabilities referred to in the first sentence of this
subsection (d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any action or claim which is the subject of this subsection (d).
Notwithstanding the provisions of this subsection (d), no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations in this subsection
(d) to contribute are several in proportion to their respective underwriting
obligations and not joint.
(e) The obligations of the Company under this Section shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section shall be in addition to any liability which the
respective Underwriters may otherwise have and shall extend, upon the same terms
and conditions, to each director of the Company, to each officer of the Company
who has signed the Registration Statement and to each person, if any, who
controls the Company within the meaning of the Act.
7. DEFAULT OF UNDERWRITERS. If any Underwriter or Underwriters
default in their obligations to purchase Securities under the Terms Agreement
and the aggregate number of shares of the Securities that such defaulting
Underwriter or Underwriters agreed but failed to purchase and pay for does not
exceed 10% of the total number of shares of the Securities, the Representatives
may make arrangements satisfactory to the Company for the purchase of such
Securities by other persons, including any of the Underwriters, but if no such
arrangements are made by the
<PAGE>
19
Closing Date, the non-defaulting Underwriters shall be obligated severally, in
proportion to their respective commitments under this Agreement and the Terms
Agreement, to purchase the Securities that such defaulting Underwriters agreed
but failed to purchase and pay for. If any Underwriter or Underwriters so
default and the aggregate number of shares of the Securities with respect to
which such default or defaults occur exceeds 10% of the total number of shares
of the Securities and arrangements satisfactory to the Representatives and the
Company for the purchase of such securities by other persons are not made within
36 hours after such default, such Terms Agreement will terminate without
liability on the part of any non-defaulting Underwriter or the Company, except
as provided in Section 8. As used in the Agreement, the term "Underwriter"
includes any person substituted for an Underwriter under this Section. Nothing
herein will relieve a defaulting Underwriter from liability for its default.
The respective commitments of the several Underwriters for the purposes of this
Section shall be determined without regard to reduction in the respective
Underwriters' obligations to purchase the numbers of shares of the Securities
set forth opposite their names in the Terms Agreement as a result of Delayed
Delivery Contracts entered into by the Company.
The foregoing obligations and agreements set forth in this Section
will not apply if the Terms Agreement specified that such obligations and
agreements will not apply.
8. SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS. The
respective indemnities, agreements, representations, warranties and other
statements of the Company or its officers and of the several Underwriters set
forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation, or statement as to the results thereof,
made by or on behalf of any Underwriter, the Company or any of their respective
representatives, officers or directors or any controlling person and will
survive delivery of and payment for the Securities. If the Terms Agreement is
terminated pursuant to Section 7 or if for any reason the purchase of the
Securities by the Underwriters under the Terms Agreement is not consummated, the
Company shall remain responsible for the
<PAGE>
20
expenses to be paid or reimbursed by it pursuant to Section 4 and the respective
obligations of the Company and the Underwriters pursuant to Section 6 shall
remain in effect. If the purchase of the Securities by the Underwriters is not
consummated for any reason other than solely because of the termination of this
Agreement pursuant to Section 7 or the occurrence of any event specified in
clause (iii), (iv) or (v) of Section 5(c), the Company will reimburse the
Underwriters for all out-of-pocket expenses (including fees and disbursements of
counsel) reasonably incurred by them in connection with the offering of the
Securities.
9. NOTICES. All communications hereunder will be in writing and, if
sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed
to them at their addresses furnished to the Company in writing for the purpose
of communications hereunder or, if sent to the Company, will be mailed,
delivered or telegraphed and confirmed to it at 50 North Laura Street,
Jacksonville, Florida 32202, Attention: Chief Financial Officer.
10. SUCCESSORS. This Agreement will inure to the benefit of and be
binding upon the Company and such Underwriters as are identified in Terms
Agreements and their respective successors and the officers and directors and
controlling persons referred to in Section 6, and no other person will have any
right or obligation hereunder.
11. APPLICABLE LAW. This Agreement and the Terms Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York.
<PAGE>
ANNEX I
(Three copies of this Delayed Delivery Contract
should be signed and returned
to the address shown below so as
to arrive not later than 9:00 A.M.,
New York time, on ______________, 19__*/.)
DELAYED DELIVERY CONTRACT
[Insert date of initial
public offering]
BARNETT BANKS, INC.
c/o THE FIRST BOSTON CORPORATION
Park Avenue Plaza
New York, NY 10055
Attention:
Gentlemen:
The undersigned hereby agrees to purchase from Barnett Banks, Inc., a
Florida corporation ("Company"), and the Company agrees to sell to the
undersigned, [as of the date hereof, for delivery on , 19
("Delivery Date").]
_______________ shares
of the Company's [Insert title of securities] ("Securities"), offered by the
Company's Prospectus dated , 19 and a Prospectus Supplement dated
, 19 relating thereto, receipt of copies of which is hereby
acknowledged at $ per share plus accrued dividends, if any, and on the
further terms and conditions set forth in this Delayed Delivery Contract
("Contract").
[The undersigned will purchase from the Company as of the date hereof, for
delivery on the dates set forth below, Securities in the amounts set forth
below:
___________________
*/ Insert date which is third full business day prior to Closing Date under
the Terms Agreement.
<PAGE>
2
Number
Delivery Date of Shares
------------- ---------
__________________________ _________
__________________________ _________
Each of such delivery dates is hereinafter referred to as a Delivery Date.]
Payment for the Securities that the undersigned has agreed to purchase
for delivery on [the] [each] Delivery Date shall be made to the Company or its
order by certified or official bank check in New York Clearing House (next day)
funds at the office of at .M. on [the] [such]
Delivery Date upon delivery to the undersigned of the Securities to be purchased
by the undersigned for delivery on such Delivery Date in definitive form and in
such denominations and registered in such names as the undersigned may designate
by written or telegraphic communication addressed to the Company not less than
five full business days prior to [the] [such] Delivery Date.
It is expressly agreed that the provisions for delayed delivery and
payment are for the sole convenience of the undersigned; that the purchase
hereunder of Securities is to be regarded in all respects as a purchase as of
the date of this Contract; that the obligation of the Company to make delivery
of and accept payment for, and the obligation of the undersigned to take
delivery of and make payment for, Securities on [the] [each] Delivery Date shall
be subject only to the conditions that (1) investment in the Securities shall
not at [the] [such] Delivery Date be prohibited under the laws of any
jurisdiction in the United States to which the undersigned is subject and (2)
the Company shall have sold to the Underwriters the total number of shares of
the Securities less the number of shares thereof covered by this and other
similar Contracts The undersigned represents that its investment in the
Securities is not, as of the date hereof, prohibited under the laws of any
jurisdiction to which the undersigned is subject and which governs such
investment.
<PAGE>
3
Promptly after completion of the sale to the Underwriters the Company
will mail or deliver to the undersigned at its address set forth below notice to
such effect, accompanied by a copy of the opinion of counsel for the Company
delivered to the Underwriters in connection therewith.
This Contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.
It is understood that the acceptance of any such Contact is in the
Company's sole discretion and, without limiting the foregoing, need not be on a
first-come, first-served basis. If this Contract is acceptable to the Company,
it is requested that the Company sign the form of acceptance below and mail or
deliver one of the counterparts hereof to the undersigned at its address set
forth below. This will become a binding contract between the Company and the
undersigned when such counterpart is so mailed or delivered.
Yours very truly,
_______________________________________
(Name of Purchaser)
By __________________________________
__________________________________
(Title of Signatory)
__________________________________
__________________________________
(Address of Purchaser)
Accepted, as of the above date.
BARNETT BANKS, INC.
By _______________________________
<PAGE>
4
[Insert Title]
<PAGE>
EXHIBIT (5)
Opinion of Mahoney Adams & Criser, P.A. as to the validity of the
Debt Securities, the Common Stock and the Preferred Stock
<PAGE>
March 7, 1996
Barnett Banks, Inc.
50 North Laura Street
Jacksonville, Florida 32202
Re: Barnett Banks, Inc.: Registration Statement No. 33-64305 on Form S-3
relating to $1,160,000,000 in Debt Securities, shares of Common Stock,
shares of Preferred Stock and certain additional shares of Common
Stock (as originally filed or as may be amended from time to time, the
"Registration Statement")
Ladies and Gentlemen:
We are furnishing this opinion in connection with the proposed offering of
an aggregate of $1,160,000,000 in (i) Debt Securities (the "Debt Securities") of
Barnett Banks, Inc. (the "Company"), (ii) Common Stock, par value $2.00, of the
Company (the "Common Stock") (iii) Preferred Stock, par value $.10 of the
Company (the "Preferred Stock"), and (iv) certain additional shares of Common
Stock which may be authorized for issuance upon the exercise of certain
conversion rights of the Debt Securities and the Preferred Stock, covered by the
Registration Statement on Form S-3 filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended.
As counsel for the Company, we have examined the Registration Statement,
the Senior Indenture between the Company and The First National Bank of Chicago,
as Trustee (the "Senior Indenture"), the Subordinated Indenture between the
Company and Chemical Bank, as Trustee (the "Subordinated Indenture"), and the
form of Underwriting Agreements relating to the Debt Securities, the Common
Stock and the Preferred Stock, each incorporated by reference or filed as
exhibits to the Registration Statement, and are familiar with the proceedings
taken by the Company's Board of Directors with respect to them. We have also
examined the Articles of Incorporation, as amended, and the Bylaws, as amended,
of the Company, and such records, certificates and other documents of the
Company as we have considered necessary or appropriate for purposes of this
opinion.
<PAGE>
Barnett Banks, Inc.
March 7, 1996
Page 2
- -------------------
Based upon our examination of the above documents and our familiarity with
the proceedings, it is our opinion that:
1. The Company is duly organized and existing as a corporation in good
standing under the laws of the State of Florida.
2. The Senior Indenture and the Subordinated Indenture filed with the
Registration Statement have been duly and validly authorized by all necessary
action on the part of the Company and constitute valid and binding obligations
of the Company enforceable in accordance with their terms, except as such
enforceability may be subject to bankruptcy, insolvency, reorganization,
moratorium, or other similar laws now or hereafter in effect relating to
creditors' rights generally and subject to a court's discretion to make
equitable remedies available.
3. The Debt Securities have been duly authorized by the Company and, when
duly executed, authenticated, and delivered against payment in accordance with
the terms of the Senior Indenture or the Subordinated Indenture, will constitute
valid and binding obligations of the Company enforceable in accordance with and
subject to their terms and the terms of the Senior Indenture or Subordinated
Indenture, except as such enforceability may be subject to bankruptcy,
insolvency, reorganization, moratorium, or other similar laws now or hereafter
in effect relating to creditors' rights generally and subject to a court's
discretion to make equitable remedies available. The Common Stock which may be
issued pursuant to the conversion of the Debt Securities will be duly authorized
and validly issued, and will be fully paid and nonassessable.
4. Upon issuance and payment therefor in accordance with the applicable
Underwriting Agreement, the Common Stock offered directly thereunder will be
duly authorized and validly issued, and will be fully paid and nonassessable.
5. The Company has authorized, issued and outstanding capitalization as
set forth in the Registration Statement.
6. Upon issuance and payment therefor in accordance with the terms of the
applicable Underwriting Agreement, the shares of Preferred Stock will have been
duly authorized and validly issued and will be fully paid and nonassessable, and
the Common Stock which may be issued pursuant to the conversion of such
Preferred Stock will be duly authorized and validly issued and will be fully
paid and nonassessable.
<PAGE>
Barnett Banks, Inc.
March 7, 1996
Page 3
- -------------------
7. Under the laws of the State of Florida, in which the Company is
incorporated, as such laws are presently in effect, no personal liability
attaches to the holders of Preferred Stock or Common Stock for any debts of the
Company by reason of their being such holders.
We hereby consent to the use of our name in the Registration Statement as
counsel who will pass upon the validity of the Debt Securities, the Preferred
Stock and the Common Stock for the Company and as having prepared this opinion,
and to the use of this opinion as an exhibit to the Registration Statement. We
further consent to the use of our name as counsel for the Company and to the
reference to this firm in the Prospectus which constitutes part of the
Registration Statement.
In giving this consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules or regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
MAHONEY ADAMS & CRISER, P.A.
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Form S-3 registration statement of our
report dated January 10, 1996, incorporated by reference in Barnett Banks,
Inc. Form 10-K for the year ended December 31, 1995 and to all references to
our Firm included in this registration statement.
Arthur Andersen LLP
Jacksonville, Florida
March 7, 1996
<PAGE>
CORPORATE RESOLUTION
SECRETARY'S CERTIFICATE
I hereby certify that I am the Secretary of the Board of
Directors of Barnett Banks, Inc. located in Jacksonville, State
of Florida and that I have been duly elected and am presently
serving in that capacity in accordance with the Bylaws of said
corporation.
I further certify that the attached resolutions were duly adopted
by the Board of Directors of Barnett Banks, Inc. at a meeting
held on November 15, 1995.
/s/ CATHERINE C. COSBY
_____________________________________
Corporate Secretary
(SEAL)
<PAGE>
RESOLUTION D
BARNETT BANKS, INC.
Resolutions of the Board of Directors
as Duly Adopted at a Regular Meeting
Held on November 15, 1995
Authorizing a Shelf Registration of up to
$2,000,000,000 in Debt Securities,
Common Stock and Preferred Stock of the Corporation
RESOLVED, that the Board of Directors of the Corporation (the
"Board of Directors") hereby authorizes Charles E. Rice, Allen L.
Lastinger, Jr., Charles W. Newman, Hinton F. Nobles, Jr., Patrick
J. McCann, Paris P. Thermenos and the Corporate Secretary or any
Assistant Secretary of the Corporation (the "Proper Officers"),
to prepare, execute and file with the United States Securities
and Exchange Commission (the "Commission") a Registration
Statement on Form S-3, and authorizes any and all amendments
(including post-effective amendments) and supplements thereto
(including prospectus and pricing supplements) with respect to
the issuance, from time to time, of up to an aggregate of
$2,000,000,000 of (i) the Corporation's debt securities ("Debt
Securities"), (ii) the Corporation's common stock, $2.00 par
value (the "Common Stock"), and (iii) the Corporation's preferred
stock, $0.10 par value (the "Preferred Stock") together with such
debt securities and preferred stock of the Corporation previously
registered under the Securities Act of 1933, as amended (the
"Securities Act") as may be included in the prospectus contained
in the aforementioned Registration Statement on Form S-3 pursuant
to Rule 429 under the Securities Act (which previously registered
debt securities and preferred stock shall be deemed "Debt
Securities" and "Preferred Stock" herein), such Debt Securities
and Preferred Stock to be issued in one or more series, with such
provisions regarding designation, dividend rights, liquidation
preference, redemption, conversion rights, voting rights, and
sinking fund, if any, as are hereafter authorized by the Board of
Directors.
FURTHER RESOLVED, that the Board of Directors hereby establishes
an ad hoc pricing committee comprised of Charles E. Rice, Allen
L. Lastinger, Jr., Charles W. Newman, Hinton F. Nobles, Jr.,
Patrick J. McCann and Paris P. Thermenos (the "Pricing
Committee"). Such committee shall have full authority to act on
behalf of the Corporation and the Board of Directors to establish
the terms and conditions of the Debt Securities authorized by
these Resolutions. Such committee may delegate its authority to
establish the terms and conditions of the Debt Securities
authorized by these Resolutions to any one of its members.
FURTHER RESOLVED, that the Board of Directors hereby authorizes,
notifies, confirms and approves the creation, issuance and sale,
on a delayed or continuous basis, of up to an aggregate principal
<PAGE>
amount of $2,000,000,000 (or the equivalent thereof in foreign
denominated currencies or currency units) of Debt Securities in
one or more issuances, upon terms and conditions to be
established by the Pricing Committee, such terms and conditions
to include, at the discretion of the Pricing Committee and
without limitation, the following:
1. The type and title of the Debt Securities;
2. Any limitation upon the aggregate principal amount or
denominations of the Debt Securities which may be
authenticated and delivered under an indenture;
3. The maturity or maturities of the Debt Securities;
4. The date or dates on which or periods during which the
Debt Securities may be issued, and the date or dates on
which the principal of (and premium, if any, on) the
Debt Securities are or may be payable;
5. The rate or rates at which the Debt Securities shall
bear interest, if any; the date or dates from which
such interest shall accrue; the interest payment dates
on which such interest shall be payable and the regular
record date for the interest payable on any interest
payment date;
6. The place or places where the principal, premium, if
any, and interest on the Debt Securities shall be
payable;
7. The period or periods within which, the price or prices
at which, and the terms and conditions upon which, the
Debt Securities may be redeemed, in whole or in part,
at the option of the Corporation;
8. The obligation, if any, of the Corporation to redeem or
purchase the 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 Debt Securities shall be
redeemed or purchased, in whole or in part, pursuant to
such obligations;
9. If other than denominations of $1,000 and any integral
multiple thereof, the denominations in which the Debt
Securities shall be issuable;
10. Any events of default;
-2-
<PAGE>
11. If other than the principal amount thereof, the portion
of the principal amount of the Debt Securities which
shall be payable upon declaration of acceleration of
the maturity;
12. The underwriters, selling agents, indenture trustees,
registrar and transfer agent and any other agent or
fiduciary to assist in the creation, issuance and sale
of the Debt Securities, if any; and
13. Any other terms of the Debt Securities, whether or not
herein specified.
FURTHER RESOLVED, that the definitive terms of the Debt
Securities will be such as determined by the Pricing Committee.
FURTHER RESOLVED, that the Board of Directors hereby authorizes
the Corporation to enter into an Underwriting Agreement,
Distribution Agreement or Agency Agreement with such underwriter
or underwriters or agent or agents as shall be selected by the
Pricing Committee, and that the Board of Directors hereby
authorizes and directs any of the Proper Officers, in the name
and on behalf of the Corporation and under its seal, to execute
in one or more counterparts and to deliver such Underwriting
Agreement or Agency Agreement and to do all such acts and things
as they in their discretion and with the advice of counsel find
necessary or desirable to carry into effect the terms of the
Underwriting Agreement, Distribution Agreement or Agency
Agreement to be performed by the Corporation.
FURTHER RESOLVED, that the Corporation enter into an Indenture or
Indentures with such trustee(s) as shall be selected by the
Pricing Committee, and that the Board of Directors hereby
authorizes and directs each or any of the Proper Officers, in the
name and on behalf of the Corporation and under its seal, to
execute in one or more counterparts and to deliver such Indenture
or Indentures, and to do all such acts and things as they in
their discretion and with the advice of counsel find necessary or
desirable to carry into effect the terms of the Indenture or
Indentures to be performed by the Corporation.
FURTHER RESOLVED, that the Board of Directors hereby authorizes
the Chairman and the Secretary of the Corporation to execute the
Debt Securities and that the signatures of the officers of the
Corporation so authorized to execute the Debt Securities may be
the manual or facsimile signatures of the present or any future
such authorized officers and may be imprinted or otherwise
reproduced thereon, the Corporation for such purposes hereby
adopting each such facsimile signature as binding upon it
notwithstanding the fact that at the time the Debt Securities
shall be authenticated and delivered the officers so signing
shall have ceased to be Chairman or Secretary, as the case may be.
-3-
<PAGE>
FURTHER RESOLVED, that the Board of Directors hereby authorizes
and directs each or any of the Proper Officers to deliver the
executed Debt Securities or cause the same to be delivered to the
Indenture trustee(s) for authentication thereof.
FURTHER RESOLVED, that the Board of Directors hereby authorizes
each or any of the Proper Officers to deliver such authenticated
Debt Securities to the underwriters or agents at the price set by
the Pricing Committee, and otherwise in accordance with and
subject to the terms and provisions of the Underwriting
Agreement, Distribution Agreement or Agency Agreement and against
payment therefor.
FURTHER RESOLVED, that the Pricing Committee shall designate a
registrar and transfer agent of the Corporation for the purpose
of effecting the registration of the transfer or exchange of the
Debt Securities in the manner and under the terms to be provided
under the Indenture or Indentures and that the principal
corporate office of such registrar and transfer agent shall be
designated as the office or agency of the Corporation at which
the Debt Securities may be presented for registration of transfer
or exchange.
FURTHER RESOLVED, that the Pricing Committee shall appoint a
paying agent of the Corporation for the payment of interest and
premium, if any, on and the principal of the Debt Securities and
that the principal corporate office of such paying agent shall be
designated as the office or agency of the Corporation at which
the Debt Securities may be presented for payment and where
notices and demands to or upon the Corporation in respect of the
Debt Securities and of the Indenture or Indentures may be served.
FURTHER RESOLVED, that the Board of Directors hereby authorizes
the Proper Officers to prepare such documents and take such steps
as are necessary or desirable to effectuate the registration,
issuance and sale of the Common or Preferred Stock, including but
not limited to the actions described in these Resolutions.
FURTHER RESOLVED, that the Board of Directors hereby appoints
First Chicago Trust Company of New York as the registrar and
transfer agent for the Common and Preferred Stock.
FURTHER RESOLVED, that it may be necessary or desirable and in
the best interest of the Corporation that all or a portion of the
Debt Securities, the Common Stock and the Preferred Stock be
qualified or registered for sale or exchange in various states
and countries under the applicable securities laws of those
states or countries; that each or any of the Proper Officers are
hereby authorized to determine the states or countries in which
appropriate action shall be taken to qualify or register for sale
all or such part of the Debt Securities, Common Stock and
Preferred Stock as they deem
-4-
<PAGE>
necessary or advisable; that the Proper Officers are hereby authorized
to perform on behalf of the Corporation any and all such acts as they
may deem necessary or advisable in order to comply with the applicable
laws of any such state or country, and in connection therewith to execute
and file all requisite papers and documents, including, but not limited
to, applications, reports, surety bonds, irrevocable consents and
appointments of attorneys for service of process; and that the
execution by such Proper Officers of any such paper or documents
or the doing by them of any act in connection with the foregoing
matter shall conclusively establish their authority therefor for
the Corporation and the approval and ratification by the
Corporation of the papers and documents so executed and the
action so taken.
FURTHER RESOLVED, that if, in any state or country where the Debt
Securities, Common Stock or Preferred Stock are to be registered
or qualified for offering, sale or exchange, a prescribed form of
resolution or resolutions is required to be adopted by the Board
of Directors, each such resolution shall be deemed to have been
and hereby is adopted by this Resolution, and that the Secretary
of the Corporation is hereby authorized to certify the adoption
of all such resolutions as though such resolutions were now
presented to be inserted into the Minute Book of the Corporation
on pages next following these Resolutions and initialed by the
Secretary of the Corporation.
FURTHER RESOLVED, that the Board of Directors hereby authorizes
the preparation and filing, upon due execution by the appropriate
officers of the Corporation, of an application to the New York
Stock Exchange for the listing of the Common Stock issued
pursuant to these resolutions, including any Common Stock
issuable if the Board of Directors determines that the Preferred
Stock is to be convertible into Common Stock.
FURTHER RESOLVED, that the Board of Directors hereby authorizes
each or any of the Proper Officers to prepare, execute and file
an application to the New York Stock Exchange for the listing of
the Debt Securities or the Preferred Stock, together with such
supporting materials as each or any of the Proper Officers, after
advice of counsel, determines to be necessary or desirable to
effect the listing of the Debt Securities or the Preferred Stock,
including an indemnification agreement protecting the New York
Stock Exchange Inc. and innocent purchasers for value against
losses resulting from their reliance on facsimile signatures of
officers of the Corporation on certificates representing the Debt
Securities or the Preferred Stock.
-5-
<PAGE>
FURTHER RESOLVED, that the Board of Directors hereby authorizes
the preparation and filing, upon due execution by the Proper
Officers, with the Commission of a Registration Statement on Form
8-A under the Securities Exchange Act of 1934, as amended,
covering the Debt Securities or the Preferred Stock, and any
amendments that may be deemed necessary or desirable to effect
the registration of the Debt Securities or the Preferred Stock.
FURTHER RESOLVED, that the Board of Directors hereby delegates
the powers and duties of the Chairman of the Board of the
Corporation with respect to the execution of any of the above-
named documents necessary in connection with the creation,
issuance and sale of the Debt Securities, Common Stock or
Preferred Stock, should the Chairman be absent from the principal
offices of the Corporation, to the President, the Executive Vice
President, the Chief Financial Officer or the Treasurer of the
Corporation, and hereby delegates the powers and duties of the
Secretary of the Corporation with respect to the execution of any
of the above-named documents necessary in connection with the
creation, issuance and sale of the Debt Securities, Common Stock
or Preferred Stock, should the Secretary be absent from the
principal offices of the Corporation, to the Assistant Secretary.
FURTHER RESOLVED, that the Board of Directors hereby authorizes
the Chairman of the Board, the President, the Executive Vice
President and Chief Financial Officer of the Corporation to
execute Powers of Attorney appointing Catherine C. Cosby, Roger
C. McClary, Carole A. Nixon, Rodolfo F. Engmann and Helen C.
Rowan, and each or any of them, as attorneys-in-fact to execute
and deliver the Debt Securities by applying the facsimile
signatures of such Executive Officers on their behalf.
FURTHER RESOLVED, that the Board of Directors hereby authorizes
the Chairman and Chief Executive Officer (the Principal Executive
Officer), the President and Chief Operating Officer, the Chief
Financial Officer (the Principal Financial Officer), the
Controller (the Principal Accounting Officer) and each Director
to execute Special Powers of Attorney appointing Charles W.
Newman, Hinton F. Nobles, Jr., Paris Thermenos and Patrick J.
McCann, and each or any of them, as attorneys-in-fact to sign the
aforementioned Form S-3 Registration Statement and any and all
amendments thereto on their behalf as Executive Officers or
Directors, and to file the same with the Commission, each of said
attorneys and agents to have power to act with or without the
other and to do and perform in the name and on behalf of each of
said Executive Officers and Directors every act whatsoever and
necessary or advisable to be done as fully and to all intents and
purposes as any such Executive Officer or Director might or could
do in person.
-6-
<PAGE>
FURTHER RESOLVED, that Charles E. Rice, Chairman and Chief
Executive Officer of the Corporation, is hereby appointed and
designated as the person duly authorized to receive
communications and notices from the Commission with respect to
such Registration Statement.
FURTHER RESOLVED, that the Proper Officers of the Company be, and
each of them hereby is, authorized to enter into such
arrangements with the Depository Trust Company as such Proper
Officers shall deem appropriate for the purpose of facilitating
the use of a "book-entry" registration and transfer system for
the Debt Securities.
FURTHER RESOLVED, that the Board of Directors hereby authorizes
and directs the Proper Officers in its name and on its behalf and
to the extent necessary under its seal, to prepare, execute,
deliver, file and record all instruments, documents and other
papers and to do all such other acts and things as they in their
discretion and with the advice of counsel may deem necessary or
desirable to carry into effect the foregoing resolutions.
_____________________________________
Secretary
DATED:
-7-
<PAGE>
---------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
CHEMICAL BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
BARNETT BANKS INC.
(Exact name of obligor as specified in its charter)
FLORIDA 59-0560515
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
50 NORTH LAURA ST.
JACKSONVILLE, FLORIDA 32202
(Address of principal executive offices) (Zip Code)
-------------------------------------------
DEBT SECURITIES
(Title of the indenture securities)
-----------------------------------------------------
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980, September
9, 1982, February 28, 1985 and December 2, 1991 (see Exhibit 1 to Form T-1 filed
in connection with Registration Statement No. 33-50010, which is incorporated
by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 33-84460, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, Chemical Bank, a corporation organized and existing under the laws of
the State of New York, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of New York and State of New York, on the 15TH day of FEBRUARY, 1996.
CHEMICAL BANK
By /s/ Glenn G. McKeever
---------------------------------------
Glenn G. McKeever
Senior Trust Officer
- 3 -
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business September 30, 1995, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS in Millions
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ................................. $ 5,319
Interest-bearing balances ......................... 3,591
Securities: ..........................................
Held to maturity securities............................ 6,402
Available for sale securities.......................... 22,966
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold ................................ 1,088
Securities purchased under agreements to resell ... 1,015
Loans and lease financing receivables:
Loans and leases, net of unearned income $76,064
Less: Allowance for loan and lease losses 1,878
Less: Allocated transfer risk reserve ... 104
-------
Loans and leases, net of unearned income,
allowance, and reserve ............................ 74,082
Trading Assets ....................................... 28,967
Premises and fixed assets (including capitalized
leases)............................................ 1,380
Other real estate owned ............................... 65
Investments in unconsolidated subsidiaries and
associated companies............................... 160
Customer's liability to this bank on acceptances
outstanding ....................................... 1,187
Intangible assets ..................................... 467
Other assets .......................................... 6,418
-----
TOTAL ASSETS .......................................... $153,107
---------
---------
</TABLE>
- 4 -
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
Deposits
In domestic offices ................................ $44,067
Noninterest-bearing .........................$14,227
Interest-bearing ............................ 29,840
------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's .......................................... 37,004
Noninterest-bearing .........................$ 173
Interest-bearing ............................ 36,831
------
Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ............................ 16,136
Securities sold under agreements to repurchase ..... 1,274
Demand notes issued to the U.S. Treasury .............. 903
Trading liabilities ................................... 22,513
Other Borrowed money:
With original maturity of one year or less ......... 11,674
With original maturity of more than one year ....... 613
Mortgage indebtedness and obligations under capitalized
leases ............................................. 16
Bank's liability on acceptances executed and outstanding 1,190
Subordinated notes and debentures ..................... 3,411
Other liabilities ..................................... 6,333
TOTAL LIABILITIES ..................................... 145,134
-------
EQUITY CAPITAL
Common stock .......................................... 620
Surplus ............................................... 4,611
Undivided profits and capital reserves ................ 2,890
Net unrealized holding gains (Losses)
on available-for-sale securities ...................... (156)
Cumulative foreign currency translation adjustments ... 8
TOTAL EQUITY CAPITAL .................................. 7,973
------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL .......................... $153,107
---------
---------
</TABLE>
I, Joseph L. Sclafani, S.V.P. & Controller of the
above-named bank, do hereby declare that this Report of
Condition has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true to the best of my knowledge and
belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
WILLIAM B. HARRISON )
- 5 -
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
--------
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
-------------------
THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
-------------------
BARNETT BANKS, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
FLORIDA
59-0560515
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
50 NORTH LAURA STREET
JACKSONVILLE, FLORIDA 32202
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
DEBT SECURITIES
(TITLE OF INDENTURE SECURITIES)
<PAGE>
ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.
Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.
(b) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate
trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
PART OF THIS STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the
trustee now in effect.*
2. A copy of the certificates of authority of the
trustee to commence business.*
3. A copy of the authorization of the trustee to
exercise corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by
Section 321(b) of the Act.
2
<PAGE>
7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the
United States of America, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto
duly authorized, all in the City of Chicago and State of Illinois, on
the 16th day of February, 1996.
THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE,
BY /S/ STEVEN M. WAGNER
--------------------------------------------------------
STEVEN M. WAGNER
VICE PRESIDENT
CORPORATE TRUST SERVICES DIVISION
*Exhibits 1, 2, 3, and 4 are herein incorporated by reference to
Exhibits bearing identical numbers in Item 12 of the Form T-1 of The
First National Bank of Chicago, filed as Exhibit 26 to the
Registration Statement on Form S-3 of The CIT Group Holdings, Inc.,
filed with the Securities and Exchange Commission on February 16, 1993
(Registration No. 33-58418).
3
<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
February 16, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of an indenture between Barnett Banks, Inc.
and The First National Bank of Chicago, the undersigned, in accordance with
Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents
that the reports of examinations of the undersigned, made by Federal or State
authorities authorized to make such examinations, may be furnished by such
authorities to the Securities and Exchange Commission upon its request therefor.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO
BY /S/ STEVEN M. WAGNER
-----------------------------------
STEVEN M. WAGNER
VICE PRESIDENT
CORPORATE TRUST SERVICES DIVISION
4
<PAGE>
EXHIBIT 7
A copy of the latest report of conditions of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.
5
<PAGE>
EXHIBIT 7
<TABLE>
<CAPTION>
<S><C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 12/31/95 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-1
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
---------
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 1995
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the quarter.
Schedule RC--Balance Sheet
</TABLE>
<TABLE>
<CAPTION>
C400 #-
DOLLAR AMOUNTS IN ------------ -------
THOUSANDS RCFD BIL MIL THOU
----------------- ---- ------------
<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1). . . . . . 0081 4,003,995 1.a.
b. Interest-bearing balances(2) . . . . . . . . . . . . . . . . . . 0071 9,240,284 1.b.
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A). . . . 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) . . 1773 827,134 2.b.
3. Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal Funds sold . . . . . . . . . . . . . . . . . . . . . . . 0276 3,287,844 3.a.
b. Securities purchased under agreements to resell. . . . . . . . . 0277 612,400 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 2122 16,463,126 4.a.
b. LESS: Allowance for loan and lease losses. . . . . . . . . . . . RCFD 3123 353,777 4.b.
c. LESS: Allocated transfer risk reserve . . . . . . . . . . . . . RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c) . . . . . . . . . . . . . . 2125 16,109,349 4.d.
5. Assets held in trading accounts . . . . . . . . . . . . . . . . . . 3545 12,379,396 5.
6. Premises and fixed assets (including capitalized leases). . . . . . 2145 591,753 6.
7. Other real estate owned (from Schedule RC-M). . . . . . . . . . . . 2150 8,796 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M). . . . . . . . . . . . . . . . . . . 2130 40,560 8.
9. Customers' liability to this bank on acceptances outstanding. . . . 2155 524,918 9.
10. Intangible assets (from Schedule RC-M) . . . . . . . . . . . . 2143 101,011 10.
11. Other assets (from Schedule RC-F). . . . . . . . . . . . . . . 2160 1,633,056 11.
12. Total assets (sum of items 1 through 11) . . . . . . . . . . . 2170 49,360,496 12.
</TABLE>
- -----------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
6
<PAGE>
<TABLE>
<CAPTION>
<S><C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 12/31/95ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-2
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
---------
Schedule RC-Continued
</TABLE>
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
THOUSANDS BIL MIL THOU
----------------- ------------
<S> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1). . . . . . . . . . . . . . . . RCON 2200 15,174,243 13.a.
(1) Noninterest-bearing(1) . . . . . . . . . . . . . . . . RCON 6631 6,217,164 13.a.(1)
(2) Interest-bearing . . . . . . . . . . . . . . . . . . . RCON 6636 8,957,079 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II) . . . . . . . . . . . . RCFN 2200 14,435,503 13.b.
(1) Noninterest bearing. . . . . . . . . . . . . . . . . . RCFN 6631 625,206 13.b.(1)
(2) Interest-bearing . . . . . . . . . . . . . . . . . . . RCFN 6636 13,810,297 13.b.(2)
14. Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of
its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds purchased. . . . . . . . . . . . . . . . . . RCFD 0278 2,449,282 14.a.
b. Securities sold under agreements to repurchase . . . . . . RCFD 0279 880,215 14.b.
15. a. Demand notes issued to the U.S. Treasury . . . . . . . . . RCON 2840 93,942 15.a.
b. Trading Liabilities. . . . . . . . . . . . . . . . . . . . RCFD 3548 7,523,265 15.b.
16. Other borrowed money:
a. With original maturity of one year or less . . . . . . . . RCFD 2332 1,897,370 16.a.
b. With original maturity of more than one year. . . . . . . RCFD 2333 383,807 16.b.
17. Mortgage indebtedness and obligations under capitalized
leases. . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 2910 280,522 17.
18. Bank's liability on acceptance executed and outstanding . . . RCFD 2920 524,918 18.
19. Subordinated notes and debentures . . . . . . . . . . . . . . RCFD 3200 1,225,000 19.
20. Other liabilities (from Schedule RC-G) . . . . . . . . . . . RCFD 2930 1,444,364 20.
21. Total liabilities (sum of items 13 through 20). . . . . . . . RCFD 2948 46,312,431 21.
22. Limited-Life preferred stock and related surplus. . . . . . . RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus . . . . . . . . RCFD 3838 0 23.
24. Common stock . . . . . . . . . . . . . . . . . . . . . . . . RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock). . . RCFD 3839 2,320,126 25.
26. a. Undivided profits and capital reserves . . . . . . . . . . RCFD 3632 519,849 26.a.
b. Net unrealized holding gains (losses) on available-for-
sale securities. . . . . . . . . . . . . . . . . . . . . . RCFD 8434 7,315 26.b.
27. Cumulative foreign currency translation adjustments . . . . . RCFD 3284 (83) 27.
28. Total equity capital (sum of items 23 through 27) . . . . . . RCFD 3210 3,048,065 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28) . . . . . . . . . . . . RCFD 3300 49,360,496 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best
describes the most comprehensive level of auditing work performed for the
bank by independent external Number
-------------
auditors as of any date during 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 6724 N/A M.1.
-------------
1 = Independent audit of the bank conducted in accordance 4. = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
</TABLE>
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
7
