<PAGE>
As filed with the Securities and Exchange Commission on June 11, 1996
Registration No. 333-2972
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
to
FORM S-4
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
KNOLL, INC.
(Exact Name of Registrant as Specified
in its Charter)
<TABLE>
<S> <C> <C>
Delaware 2522 25-1648603
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
T.K.G. Acquisition Corp. Delaware 13-3873847
Knoll Overseas, Inc. Delaware 25-1648603
Spinneybeck Enterprises, Inc. New York 16-1159029
(Exact name of registrants as specified (State or other jurisdiction of (I.R.S. Employer
in their charters) incorporation or organization) Identification No.)
</TABLE>
1235 Water Street, East Greenville, PA 18041, (215) 679-7991
(Address,including zip code, and telephone number, including
area code, of the Registrant's principal executive offices)
Patrick A. Milberger, Esq.
1235 Water Street
East Greenville, PA 18041
(215) 679-7991
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
Copies To:
Michael A. Schwartz, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
(212) 821-8000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED OFFER TO THE PUBLIC:
As soon as practicable after the effective date of this
Registration Statement.
If any of the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [ ]
The Registrants hereby amend this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
=============================================================================
<PAGE>
EXPLANATORY NOTE
This Amendment No. 3 to the Registration Statement on Form S-4 of Knoll,
Inc. is being made solely for the purpose of filing the exhibit attached
thereto. No changes have been made to the Prospectus included therein.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
The Company, which is a Delaware corporation, is empowered by the
Delaware General Corporation Law, subject to the procedures and limitations
stated therein, to indemnify any person against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with any threatened, pending or completed
action, suit or proceeding in which such person is made a party by reason of
his being or having been a director, officer, employee or agent of the
Company. The statute provides that indemnification pursuant to its provisions
is not exclusive of other rights of indemnification to which a person may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors, or otherwise. The Certificate of Incorporation and By-Laws of the
Company provide for indemnification of the directors and officers of such
entities to the full extent permitted by the Delaware General Corporation Law.
Article Seven of the Company's Certificate of Incorporation provides as
follows:
SEVENTH: 1. Indemnification. The Corporation shall indemnify to the
fullest extent permitted under and in accordance with the laws of the State of
Delaware any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (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, incorporator, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
trustee, employee or agent of or in any other similar capacity with another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding 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. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which 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, shall
not, of itself, create a presumption that the person had reasonable cause to
believe that his conduct was unlawful.
2. Payment of Expenses. Expenses (including attorneys' fees) incurred in
defending any civil, criminal, administrative or investigative action, suit or
proceeding shall (in the case of any action, suit or proceeding against a
director of the Corporation) or may (in the case of any action, suit or
proceeding against an officer, trustee, employee or agent) be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors upon receipt of an
undertaking by or on behalf of the indemnified person to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized in this Article SEVENTH.
3. Nonexclusivity of Provision. The indemnification and other rights set
forth in this Article SEVENTH shall not be exclusive of any provisions with
respect thereto in the by-laws or any other contract or agreement between the
Corporation and any officer, director, employee or agent of the Corporation.
4. Effect of Repeal. Neither the amendment nor repeal of this Article
SEVENTH, subparagraph 1, 2, or 3, nor the adoption of any provision of this
Certificate of Incorporation inconsistent with this Article SEVENTH,
subparagraph 1, 2, or 3, shall eliminate or reduce the effect of this Article
SEVENTH, subparagraphs 1, 2, and 3, in respect of any matter occurring before
such amendment, repeal or adoption of an inconsistent provision or in respect
of any cause of action, suit or claim relating to any such matter which would
have given rise to a right of indemnification or right to receive expenses
pursuant to this Article SEVENTH, subparagraph 1, 2, or 3, if such provision
had not been so amended or repealed or if a provision inconsistent therewith
had not been so adopted.
<PAGE>
5. Limitation on Liability. No director or officer shall be personally
liable to the Corporation or any stockholder for monetary damages for breach of
fiduciary duty as a director or officer, except for any matter in respect of
which such director or officer (A) shall be liable under Section 174 of the
General Corporation Law of the State of Delaware or any amendment thereto or
successor provision thereto, or (B) shall be liable by reason that, in addition
to any and all other requirements for liability, he:
(i) shall have breached his duty of loyalty to the Corporation or its
stockholders;
(ii) shall not have acted in good faith or, in failing to
act, shall not have acted in good faith;
(iii) shall have acted in a manner involving intentional misconduct or
a knowing violation of law or, in failing to act, shall have
acted in a manner involving intentional misconduct or a knowing
violation of law; or
(iv) shall have derived an improper personal benefit.
If the General Corporation Law of the State of Delaware is amended after
the date hereof to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended.
The Company maintains an insurance policy providing for indemnification
of its officers, directors and certain other persons against liabilities and
expenses incurred by any of them in certain stated proceedings and under
certain stated conditions.
Item 21. Exhibits and Financial Statement Schedules.
(a) Exhibits:
<TABLE>
<S> <C>
*3.1 --Certificate of Incorporation of the Company.
*3.2 --By-laws of the Company.
*3.3 --Amended and Restated Certificate of Incorporation of TKG.
*3.4 --By-laws of TKG.
*3.5 --Restated Certificate of Incorporation of Knoll Overseas, Inc.
*3.6 --By-laws of Knoll Overseas, Inc.
*3.7 --Certificate of Incorporation of Spinneybeck Enterprises, Inc.
*3.8 --By-laws of Spinneybeck Enterprises, Inc.
*4.1 --Indenture, dated as of February 29, 1996, by and among the
Company, TKG Sub, TKG, The Knoll Group, Inc., Knoll North
America, Inc., Spinneybeck Enterprises, Inc. and Knoll
Overseas, Inc., as guarantors, and IBJ Schroder Bank &
Trust Company, as trustee, relating to $165,000,000
principal amount of 10-7/8% Senior Subordinated Notes due
2006, including form of Initial Global Note.
*4.2 --Supplemental Indenture, dated as of February 29, 1996, by
and among the Company, as successor to T.K.G. Acquisition
Sub, Inc., the Guarantors, and IBJ Schroder Bank & Trust
Company, as trustee, relating to $165,000,000 principal
amount of 10-7/8% Senior Subordinated Notes due
2006, including form of Initial Global Note.
*4.3 --Credit Agreement, dated as of February 29, 1996, by and among TKG.Sub, the Guarantors,
NationsBank, N.A., Chemical Bank and other lending institutions.
*4.4 --Security Agreement dated February 29, 1996, by and among TKG Sub,.the Guarantors, Knoll North
America, Inc., The Knoll Group, Inc., and NationsBank, N.A. and other lending institutions.
*4.5 --Registration Rights Agreement, dated as of February 29, 1996, by4and among TKG Sub, The Knoll
Group, Inc., Knoll North America, Inc., the Guarantors and NationBanc Capital Markets, Inc.,
as initial purchaser.
*5 --Opinion of Willkie Farr & Gallagher.
*10.1 --Stock Purchase Agreement, dated as of December 20, 1995, by
and between Westinghouse and TKG.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
* 10.2 --TKG 1996 Stock Incentive Plan.
*12 --Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
*21 --Subsidiaries of the Registrants.
*23.1 --Independent Accountants' Consent of Price Waterhouse LLP.
*23.2 --Independent Accountants' Consent of Ernst & Young LLP.
*23.3 --Consent of Willkie Farr & Gallagher (included in their opinion filed as Exhibit 5).
*23.4 --Consent of Willkie Farr & Gallagher regarding certain tax matters (included in their opinion
filed as Exhibit 5)
*24 --Powers of Attorney (included on signature pages).
25 --Statement on Form T-1 of Eligibility of Trustee.
*99.1 --Form of Letter of Transmittal.
*99.2 --Form of Notice of Guaranteed Delivery.
*99.3 --Letter to Clients.
*99.4 --Letter to Nominees.
</TABLE>
- ----------------
* Previously filed
(b) Financial Statement Schedules:
Schedule II -- Valuation and Qualifying Accounts
All other schedules have been omitted because they are not applicable or
not required or the required information is included in the financial
statements or notes thereto.
Item 22. Undertakings.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
Registrant pursuant to the provisions, described under Item 20 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 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 option of their 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 and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into this Prospectus pursuant to
Item 4, 10(b), 11 or 13 of Form S-4 of the Securities Act, within one business
day of receipt of such request, and to send the incorporated documents by
first class mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of this
Registration Statement through the date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
The undersigned registrant hereby undertakes:
(a) 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; (ii) to reflect
in the prospectus any facts or events arising after the effective date of the
<PAGE>
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 offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; (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;
(b) that, for the purpose of determining any liability under the
Securities Act, 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; and
(c) 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on June 11, 1996.
KNOLL, INC.
/s/ BURTON B. STANIAR
By: Burton B. Staniar
Title: Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
Chairman of the Board June 11, 1996
/s/ BURTON B. STANIAR and Chief Executive
Burton B. Staniar Officer (Principal
Executive Officer)
* President, Chief Operating June 11, 1996
John H. Lynch Officer and Chief
Financial Officer
(Principal Financial
Officer)
* Controller (Principal June 11, 1996
Barry L. McCabe Accounting Officer)
* Director June 11, 1996
Andrew B. Cogan
* Director June 11, 1996
Jeffrey A. Harris
* Director June 11, 1996
Sidney Lapidus
* Director June 11, 1996
Kewsong Lee
<PAGE>
* Director June 11, 1996
John L. Vogelstein
* By: /s/ BURTON B. STANIAR
Burton B. Staniar
Attorney-in-Fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on June 11, 1996.
T.K.G. ACQUISITION CORP.
/s/ BURTON B. STANIAR
By: Burton B. Staniar
Title: Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
Chairman of the Board and June 11, 1996
/s/ BURTON B. STANIAR Chief Executive
Burton B. Staniar Officer (Principal
Executive Officer)
* Vice President, Chief June 11, 1996
Barry L. McCabe Financial Officer,
Treasurer and Assistant
Secretary (Principal
Financial Officer and
Principal Accounting
Officer)
* Director June 11, 1996
John H. Lynch
* Director June 11, 1996
Andrew B. Cogan
* Director June 11, 1996
Jeffrey A. Harris
* Director June 11, 1996
Sidney Lapidus
* Director June 11, 1996
Kewsong Lee
<PAGE>
* Director June 11, 1996
John L. Vogelstein
* By: /s/ BURTON B. STANIAR
Burton B. Staniar
Attorney-in-Fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on June 11, 1996.
KNOLL OVERSEAS, INC.
/s/ BURTON B. STANIAR
By: Burton B. Staniar
Title: Chairman of the Board and
President
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
Chairman of the Board June 11, 1996
/s/ BURTON B. STANIAR and President (Principal
Burton B. Staniar Executive Officer)
* Director, Vice President June 11, 1996
Barry L. McCabe and Assistant Secretary
(Principal Financial
Officer and Principal
Accounting Officer)
* Director June 11, 1996
John H. Lynch
* By: /s/ BURTON B. STANIAR
Burton B. Staniar
Attorney-in-Fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on June 11, 1996.
SPINNEYBECK ENTERPRISES, INC.
/s/ ROGER B. WALL
By: Roger B. Wall
Title: President
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
* President (Principal June 11, 1996
Roger B. Wall Executive Officer)
* Director, Vice President June 11, 1996
Barry L. McCabe and Assistant Secretary
(Principal Financial
Officer and Principal
Accounting Officer)
/s/ BURTON B. STANIAR Director June 11, 1996
Burton B. Staniar
* Director June 11, 1996
Andrew B. Cogan
* By: /s/ BURTON B. STANIAR
Burton B. Staniar
Attorney-in-Fact
<PAGE>1
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)
IBJ SCHRODER BANK & TRUST COMPANY
(Exact name of trustee as specified in its charter)
New York 13-5375195
(Jurisdiction of incorporation (I.R.S. employer
or organization if not a U.S. national bank) identification No.)
One State Street, New York, New York 10004
(Address of principal executive offices) (Zip Code)
IBJ SCHRODER BANK & TRUST COMPANY
One State Street
New York, New York 10004
(212) 858-2000
(Name, address and telephone number of agent for service)
KNOLL, INC.
(Exact name of obligor as specified in its charter)
Delaware 25-1648603
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
T.K.G. ACQUISITION CORP.
KNOLL OVERSEAS, INC.
SPINNEYBECK ENTERPRISES, INC.
(Exact names of obligors as specified in their charters)
Delaware 13-3873847
Delaware 25-1648603
New York 16-1159029
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1235 Water Street
East Greenville, PA 18041
(Address of principal executive offices) (Zip Code)
10 7/8% Senior Subordinated Notes due 2006
(Title of Indenture Securities)
<PAGE>2
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, Two Rector Street,
New York, New York
Federal Deposit Insurance Corporation, Washington, D.C.
Federal Reserve Bank of New York Second District,
33 Liberty Street, New York, New York
(b) Whether it is authorized to exercise corporate trust powers.
Yes
Item 2. Affiliations with the Obligors.
If the obligors are an affiliate of the trustee, describe each
such affiliation.
The obligors are not an affiliate of the trustee.
Item 13. Defaults by the Obligor.
(a) State whether there is or has been a default with respect
to the securities under this indenture. Explain the nature
of any such default.
None
(b) If the trustee is a trustee under another indenture
under which any other securities, or certificates of
interest or participation in any other securities, of
the obligors are outstanding, or is trustee for more
than one outstanding series of securities under the
indenture, state whether there has been a default
under any such indenture or series, identify the
indenture or series affected, and explain the nature
of any such default.
None
<PAGE>3
List of exhibits.
List below all exhibits filed as part of this statement of eligibility.
*1. A copy of the Charter of IBJ Schroder Bank & Trust Company as
amended to date. (See Exhibit 1A to Form T-1, Securities and
Exchange Commission File No. 22-18460).
*2. A copy of the Certificate of Authority of the trustee to Commence
Business (Included in Exhibit 1 above).
*3. A copy of the Authorization of the trustee to exercise corporate
trust powers, as amended to date (See Exhibit 4 to Form T-1,
Securities and Exchange Commission File No. 22-19146).
*4. A copy of the existing By-Laws of the trustee, as amended to date
(See Exhibit 4 to Form T-1, Securities and Exchange Commission
File No. 22-19146).
5. Not Applicable
6. The consent of United States institutional trustee required by
Section 321(b) of the Act.
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.
* The Exhibits thus designated are incorporated herein by reference as
exhibits hereto. Following the description of such Exhibits is a
reference to the copy of the Exhibit heretofore filed with the
Securities and Exchange Commission, to which there have been no
amendments or changes.
<PAGE>4
NOTE
In answering any item in this Statement of Eligibility which
relates to matters peculiarly within the knowledge of the
obligor and its directors or officers, the trustee has relied
upon information furnished to it by the obligors.
Inasmuch as this Form T-1 is filed prior to the ascertainment
by the trustee of all facts on which to base responsive
answers to Item 2, the answer to said Item are based on
incomplete information.
Item 2, may, however, be considered as correct unless amended
by an amendment to this Form T-1.
Pursuant to General Instruction B, the trustee has responded
to Items 1, 2 and 16 of this form since to the best knowledge
of the trustee as indicated in Item 13, the obligors are not
in default under any indenture under which the applicant is
trustee.
<PAGE>5
SIGNATURE
Pursuant to the requirements of the Trust Indenture
Act of 1939, the trustee, IBJ Schroder Bank & Trust Company, a
corporation organized and existing under the laws of the State
of New York, has duly caused this statement of eligibility &
qualification 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 26th day of March, 1996.
IBJ SCHRODER BANK & TRUST COMPANY
By: /s/Nancy R. Besse
Nancy R. Besse
Vice President
<PAGE>6
Exhibit 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust
Indenture Act of 1939, as amended, in connection with the issue by
Knoll, Inc. of its 10 7/8% Senior Subordinated Notes due 2006, we
hereby consent that reports of examinations by Federal, State,
Territorial, or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request
therefor.
IBJ SCHRODER BANK & TRUST COMPANY
By: /s/Nancy R. Besse
Nancy R. Besse
Vice President
Dated: March 26, 1996
<PAGE>7
EXHIBIT 7
CONSOLIDATED REPORT OF CONDITION OF
IBJ SCHRODER BANK & TRUST COMPANY
of New York, New York
And Foreign and Domestic Subsidiaries
Report as of December 31, 1995
<TABLE>
<CAPTION>
Dollar Amounts
in Thousands
-------------
ASSETS
------
<S> <C>
Cash and balance due from depository institutions:
Noninterest-bearing balances and currency and coin ..........................................................$ 22,187
Interest-bearing balances......................................................................................$ 160,833
Securities: Held to Maturity....................................................................................$ 167,109
Available-for-sale............................................................................$ 27,914
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
IBFs:
Federal Funds sold.............................................................................................$ 179,394
Securities purchased under agreements to resell................................................................$ -0-
Loans and lease financing receivables:
Loans and leases, net of unearned income.....................................................$ 1,645,286
LESS: Allowance for loan and lease losses....................................................$ 52,532
LESS: Allocated transfer risk reserve........................................................$ -0-
Loans and leases, net of unearned income, allowance, and reserve...............................................$ 1,592,754
Assets held in trading accounts....................................................................................$ 220
Premises and fixed assets..........................................................................................$ 7,349
Other real estate owned............................................................................................$ 397
Investments in unconsolidated subsidiaries and associated companies................................................$ -0-
Customers' liability to this bank on acceptances outstanding.......................................................$ 684
Intangible assets..................................................................................................$ -0-
Other assets.......................................................................................................$ 66,374
TOTAL ASSETS.......................................................................................................$ 2,225,215
</TABLE>
<PAGE>8
LIABILITIES
<TABLE>
<S> <C> <C>
Deposits:
In domestic offices......................................................... $ 623,883
Noninterest-bearing ........................................$ 213,535
Interest-bearing . . . . . . . . . . . . . . . . . . . . . .$ 410,348
In foreign offices, Edge and Agreement subsidiaries, and IBFs.............. $ 830,812
Noninterest-bearing. . . . . . . . . . . . . . . . . . . . $ 19,160
Interest-bearing . . . . . . . . . . . . . . . . . . . . . $ 811,652
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:
Federal Funds purchased.........................................$...38,000
Securities sold under agreements to repurchase..................$....-0-
Demand notes issued to the U.S. Treasury....................... ....$......118
Trading Liabilities.................................................$......135
Other borrowed money:
a) With original maturity of one year or less...................$..453,347
b) With original maturity of more than one year.................$....-0-
Mortgage indebtedness and obligations under capitalized leases......$....-0-
Bank's liability on acceptances executed and outstanding............$......684
Subordinated notes and debentures..... .............................$....-0-
Other liabilities...................................................$...74,052
TOTAL LIABILITIES...................................................$2,021,031
Limited life preferred stock and related surplus....................$...-0-
EQUITY CAPITAL
Perpetual preferred stock............................................$....-0-
Common Stock.........................................................$..29,649
Surplus..............................................................$.217,008
Undivided profits and capital reserves...............................$.(42,438)
Plus: Net unrealized gains (losses) on marketable equity securities.$. (35)
Cumulative foreign currency translation adjustments..................$....-0-
TOTAL EQUITY CAPITAL................................................$..204,184
TOTAL LIABILITIES AND EQUITY CAPITAL................................$2,225,215
</TABLE>
