SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------------------------
Form T-3
FOR APPLICATION FOR QUALIFICATION OF INDENTURE
UNDER THE TRUST INDENTURE ACT OF 1939
------------------------------------
TELEGROUP, INC.
(Name of applicant)
2098 Nutmeg Avenue
Fairfield, Iowa 52556
(Address of principal executive offices)
SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED
TITLE OF CLASS AMOUNT
10 1/2 percent Senior Discount Notes Due 2004
$97,000,000
Approximate date of offering:
February 2, 1998
Name and address of agent for service:
Douglas A. Neish
Chief Financial Officer
Telegroup, Inc.
2098 Nutmeg Avenue
Fairfield, Iowa 52556
With a copy to:
Morris F. DeFeo, Jr., Esquire
Swidler & Berlin, Chartered
3000 K Street, N.W., Suite 300
Washington, DC 20007
(202) 424-7500
<PAGE>
<PAGE>02
GENERAL
1. General information. Furnish the following as to the applicant:
(a) Form of organization: Corporation.
(b) State or other sovereign power under the laws of which
organized: Iowa
2. Securities Act exemption applicable. State briefly the fact
relied upon by the applicant as basis for the claim that registration of the
indenture securities under the Securities Act of 1933 is not required: Not
Applicable.
AFFILIATIONS
3. Affiliates. Furnish a list or diagram of all affiliates of the
applicant and indicate the respective percentages of voting securities or
other bases of control.
NAME JURISDICTION OF INCORPORATION
---- -----------------------------
Telegroup International Management Pty Limited Australia
Telegroup Network Services PTY Limited Australia
Telegroup Network Services Danmark ApS Denmark
TeleContinent, S.A. France
Telegroup Deutschland GmbH Germany
Telegroup Network Services (Deutschland) Germany
Telegroup Hong Kong Limited (formerly Top Universe Hong Kong
Trading Limited)
Telegroup Italia S.r.l. Italy
Telegroup Japan Kabushiki Kaisha Japan
Telegroup Nederland B.V. Nederland
Telegroup Technologies Limited New Zealand
(owns 50 percent of voting securities)
Telegroup Network Services New Zealand Limited New Zealand
Global Access Pty Ltd. South Africa
Telegroup Network Services SA, Geneva Switzerland
<PAGE>
<PAGE>03
PCS Telecom, Inc. Florida
(owns 60 percen of voting securities)
Telegroup UK Limited (formerly Telegroup UK
Network Services UK Ltd.)
Telegroup UK Limited #2 (formerly UK
Telegroup UK Ltd.)
Telegroup Technologies Inc. Iowa
Telegroup South Europe, Inc. Pennsylvania
Certain directors and executive officers of the Company listed in Item 4
below may also be deemed affiliates of the Company by virtue of their
respective positions with Telegroup Inc.
<PAGE>
<PAGE>04
MANAGEMENT AND CONTROL
4. Directors and executive officers. List the names and complete
mailing addresses of all directors and executive officers of the applicant
and all persons chosen to become directors or executive officers. Indicate
all offices with the applicant held or to be held by each person named.
NAME & ADDRESS POSITION
Fred Gratzon Chairman of the Board and Director
Telegroup, Inc.
2098 Nutmeg Avenue
Fairfield, IA 52556
Clifford Rees President, Chief Executive Officer and
Telegroup, Inc. Director
2098 Nutmeg Avenue
Fairfield, IA 52556
John P. Laas Senior Vice President and Chief Operating
Telegroup, Inc. Officer
2098 Nutmeg Avenue
Fairfield, IA 52556
Ronald B. Stakland Senior Vice President International Marketing
Telegroup, Inc and Operations and Director
2098 Nutmeg Avenue
Fairfield, IA 52556
Douglas A. Neish Vice President Finance, Chief Financial
Telegroup, Inc. Officer, Treasurer and Director
2098 Nutmeg Avenue
Fairfield, IA 52556
Stanley Crowe Vice President North America
Telegroup, Inc.
2098 Nutmeg Avenue
Fairfield, IA 52556
Michael Lackman Vice President Advanced Engineering
Telegroup, Inc.
2098 Nutmeg Avenue
Fairfield, IA 52556
Eric E. Stakland Vice President Global Carrier Services
Telegroup, Inc.
2098 Nutmeg Avenue
Fairfield, IA 52556
Ronald L. Jackenthal Vice President North American Carrier Sales
Two Embarcadero Center
Suite #200
San Francisco, CA 94111<PAGE>
<PAGE>05
Robert E. Steinberg Vice President and General Counsel
Telegroup, Inc.
2098 Nutmeg Avenue
Fairfield, IA 52556
Ellen Akst Jones Vice President Administration
Telegroup, Inc.
2098 Nutmeg Avenue
Fairfield, IA 52556
Andrew Munro Vice President Revenue Systems
107 5th Street
Coralville, IA 52241
Steven W. Hathaway Vice President Enhanced Services
Telegroup, Inc.
2098 Nutmeg Avenue
Fairfield, IA 52556
J. Sherman Henderson III Director
11801 Spring Hill Garden Drive
Louisville, KY 40233
Steven J. Baumgartner Director
1247 Hinman Avenue
Evanston, IL 60602
Rashi Glazer Director
1937 Fallen Oak Court
Walnut Creek, CA 94595
<PAGE>
<PAGE>06
5. Principal owners of voting securities. Furnish the following
information as to each person owning 10 percent or more of the voting
securities of the applicant as of January 23, 1998.
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF
NAME AND COMPLETE TITLE OF OF COMMON STOCK VOTING SECURITIES
MAILING ADDRESS CLASS OWNED BENEFICIALLY OWNED(1) OWNED
<S> <C> <C> <C>
Fred Gratzon
and Shelley
Levin-Gratzon Common Stock 11,836,653(2) 37.5
Clifford Rees Common Stock 11,683,215(3) 37.0
</TABLE>
(1) Beneficial ownership is determined in accordance with the rules of the
Commission. In computing the number of shares beneficially owned by a
person and the percentage of ownership of that person, shares of Common
Stock subject to options and warrants held by that person that are
currently exercisable or exercisable within 60 days of October 8, 1997
are deemed outstanding. Such shares, however, are not deemed outstanding
for the purposes of computing the percentage of ownership of any other
person. Except as otherwise indicated, and subject to community property
laws where applicable, the persons named in the table above have sole
voting and investment power with respect to all shares of Common Stock
shown as owned by them. The address of each of the persons in this table
is as follows: c/o Telegroup, Inc., 2098 Nutmeg Avenue, Fairfield, Iowa
52556.
(2) Represents (i) 5,918,326 shares of Common Stock owned by Fred Gratzon and
Shelley Levin-Gratzon as joint tenants, (ii) 2,239,580 shares of Common
Stock held by the Fred Gratzon Revocable Trust, (iii) 2,239,580 shares of
Common Stock held by the Shelley L. Levin-Gratzon Revocable Trust, (iv)
1,265,201 shares of Common Stock owned by the Gratzon Family Partnership
II, L.P., a Georgia limited partnership, and (v) 173,966 shares of Common
Stock owned by the Gratzon Family Partnership I, L.P., a Georgia limited
partnership. Fred Gratzon and Shelley Levin-Gratzon are husband and wife,
and together they (i) serve as trustees of the two trusts referenced in
the prior sentence and (ii) own and/or control the general partners of
the two partnerships referenced in the prior sentence. Fred Gratzon is
the sole beneficiary of the Fred Gratzon Revocable Trust and Shelley
Levin-Gratzon is the sole beneficiary of the Shelley L. Levin-Gratzon
Revocable Trust.
(3) Represents (i) 4,804,629 shares of Common Stock owned by Lakshmi
Partners, L.P., a Georgia limited partnership, of which a corporation
owned and/or controlled by Mr. Rees serves as the general partner, and
(ii) 6,878,586 shares of Common Stock are held by a revocable trust of
which Mr. Rees is the trustee and sole beneficiary.
<PAGE>
<PAGE> 07
UNDERWRITERS
6. Underwriters. Give the name and complete mailing address of (a)
each person who, within three years prior to the date of filing the
application, acted as an underwriter of any securities of the obligor which
were outstanding on the date of filing the application, and (b) each proposed
principal underwriter of the securities proposed to be offered. As to each
person specified in (a), give the title of each class of securities
underwritten.
(a) Common Stock, $0.01 par value per share, of the Company:
Smith Barney Inc., 388 Greenwich Street, New York, New York
10013; BT Alex. Brown, 1 South Street, Baltimore, MD 21202; and
Cowen and Company
(b) 12 percent Senior Subordinated Notes due November 2003: Merrill
Lynch and Co., 250 Vesey Street, World Financial Center, North
Tower, NY, NY 10281: and Lehman Brothers Inc., 3 World Financial
Center, 4th Floor, New York, New York 10285
(c) 8 percent Convertible Subordinated Notes due 2005 of the Company:
Smith Barney Inc., 388 Greenwich Street, New York, New York
10013
(d) Senior Discount Notes due 2004 of the Company: Smith Barney
Inc., 388 Greenwich Street, New York, New York 10013 and BT
Alex. Brown, 1 South Street, Baltimore, MD 21202
<PAGE>
<PAGE>08
CAPITAL SECURITIES
7. Capitalization. (a) Furnish the following information as to each
authorized class of securities of the applicant.
(a) As of January 23, 1998, the following table sets forth
information as to each authorized class of securities of the Company:
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
- ----------------------------------------------------------------------------
Common Stock, no par value(1) 150,000,000 shares 31,491,687
(1) Each share of Common Stock entitles the holder to one vote on each
matter submitted to a vote of stockholders of the Company.
<PAGE>
<PAGE>09
INDENTURE SECURITIES
8. Analysis of indenture provisions. Insert at this point the
analysis of indenture provisions required under section 305(a)(2) [paragraph
42,191] of the Act.
The Notes (which are more fully described in the Offering Memorandum
dated October 23,1997 and Prospectus dated January 30, 1998) were issued
pursuant to an Indenture (the Indenture dated October 23, 1997, is filed as an
exhibit to the applicant's Form S-4 filed on December 22, 1997, the
"Indenture") between the Company and the State Street Bank and Trust Company,
as trustee, and are in aggregate principal amount $97 million. The terms of
the Notes include those provisions contained in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (the "TIA"). The Notes are subject to all such terms and investors
are referred to the Indenture and the TIA for a statement thereof.
The Notes will be general unsecured unsubordinated obligations of the
Company ranking senior in right of payment to all existing and future
subordinated Indebtedness of the Company, including the Convertible Notes, and
pari passu in right of payment with all unsubordinated Indebtedness of the
Company. The Notes will be effectively subordinated to all secured
Indebtedness of the Company to the extent of the value of the assets securing
such Indebtedness.
The Notes will mature on November 15, 2004. The Notes will be redeemable
at the option of the Company, in whole or in part, at any time on or after
November 1, 2001 at the redemption prices set forth herein, plus accrued and
unpaid interest, if any, to the date of redemption. In addition, at any time
on or prior to November 1, 2000, the Company may redeem up to 33 percent of
the aggregate outstanding principal amount at maturity of the Notes originally
issued with the net proceeds of one or more public offerings of its Common
Stock at a redemption price equal to 110.5 percent of the Accreted Value on
the date of redemption plus accrued and unpaid interest, if any, thereon to
the date of redemption; provided, however, that immediately after giving
effect to any such redemption, not less than 66 percent of the aggregate
principal amount at maturity of the Notes originally issued remains
outstanding.
The Notes will accrete in value from the date of issuance to May 1,
2000, at a rate of 10 1/2 percent per annum, compounded semi-annually. Cash
interest on the Notes will neither accrue nor be payable prior to May 1, 2000.
Thereafter, cash interest will be payable on the Notes semi-annually in
arrears on each May 1, and November 1, commencing November 1, 2000, at the
rate of 10 1/2 percent per annum.
9. Other obligors. Give the name and complete mailing address of any
person, other than the applicant, who is an obligor upon the indenture
securities: Not Applicable.
<PAGE>
<PAGE>10
Contents of application for qualification. This application for
qualification comprises --
(a) Pages numbered 1 to 18, consecutively.
(b) The statement of eligibility and qualification on Form T-1 of the
Trustee under the Indenture to be qualified with respect to the Notes, which
statement is filed herewith as Exhibit T3G and incorporated by reference.
(c) The following exhibits in addition to those filed as a part of
the statement of eligibility and qualification of each trustee:
Exhibit
Number Description
- -------- -----------
T3A Restated Articles of Incorporation of Telegroup, Inc.(1)
T3B Amended and Restated Bylaws of Telegroup, Inc. (1)
T3C Indenture between Telegroup, Inc. and State Street Bank and
Trust Company, as Trustee, dated as of October 23, 1997 for 10
1/2 percent Senior Discount Notes due 2004 (2)
T3D Not Applicable
T3E Prospectus dated January 30, 1998 (3)
T3F Cross-reference sheet showing the location in the indenture of
the provisions inserted therein pursuant to Section 310 through
318(a) of the Trust Indenture Act of 1939.
T3G Trustee's Statement of Eligibility on Form T-1 under the Trust
Indenture Act of 1939.
- -------------
(1) Previously filed as Exhibits to Form S-1, SEC Registration Statement
File Number 333-25064.
(2) Previously filed as Exhbits to Form S-4, SEC Registration Statement File
Number 333-42979.
(3) Previously filed as part of Form S-4, SEC Registration Statement File
Number 333-42979.
<PAGE>
<PAGE>11
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
applicant, Telegroup Inc., a corporation organized and existing under the laws
of the State of Iowa, has duly caused this application to be signed on its
behalf by the undersigned, thereunto duly authorized, and its seal to be
hereunto affixed and attested, all in the city of Fairfield, and State of
Iowa, on the 30th day of January, 1998.
Telegroup Inc.
By: /s/ Douglas A. Neish
---------------------------------
Name: Douglas A. Neish
Title: Chief Financial Officer
<PAGE>
<PAGE>12
Exhibit T3F
Reconciliation and tie between Trust Indenture Act of 1939 and Indenture,
dated as of October 23, 1997.
Trust Indenture Indenture
Act Section Section
Section 310(a)(1) 7.11
(a)(2) 7.11
(a)(3) N.A.
(a)(4) N.A.
(a)(5) 7.11
(b) 7.09; 7.11; 10.02
(c) N.A.
311(a) 7.12
(b) 7.12
(c) N.A.
312(a) 2.05
(b) 10.03
(c) 10.03
313(a) 7.07
(b) 7.07
(c) 7.07; 10.02
(d) 7.07
314(a) 4.07; 10.02
(b) N.A.
(c)(1) 10.04
(c)(2) 10.04
(c)(3) N.A.
(d) N.A.
(e) 10.05
Section 315(a) 7.01(b)
(b) 7.05
(c) 7.01(a)
(d) 7.01(c)
(e) 6.11
Section 316(a) (last sentence) 2.09
(a)(1)(A) 6.05
(a)(1)(B) 6.04
(a)(2) N.A.
(b) 6.07
317(a)(1) 6.08
(a)(2) 6.09
(b) 2.04
318(a) 10.01
(c) 10.01<PAGE>
<PAGE>13
Exhibit T3G
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)
----
STATE STREET BANK AND TRUST COMPANY
(Exact name of trustee as specified in its charter)
Massachusetts 04-1867445
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification No.)
225 Franklin Street, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
John R. Towers, Esq. Executive Vice President and General Counsel
225 Franklin Street, Boston, Massachusetts 02110
(617)654-3253
(Name, address and telephone number of agent for service)
-------------------------
TELEGROUP INC.
(Exact name of obligor as specified in its charter)
IOWA 42-1344121
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2098 Nutmeg Avenue
Fairfield, Iowa 52556
(Address of principal executive offices) (Zip Code)
10 1/2 PERCENT SENIOR DISCOUNT NOTES DUE 2004
(Title of indenture securities)<PAGE>
<PAGE>14
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory authority to
which it is subject.
Department of Banking and Insurance of The
Commonwealth of Massachusetts, 100 Cambridge Street,
Boston, Massachusetts.
Board of Governors of the Federal Reserve System, Washington,
D.C., Federal Deposit Insurance Corporation, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust
powers.
Trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with Obligor.
If the Obligor is an affiliate of the trustee, describe each
such affiliation.
The obligor is not an affiliate of the trustee or of its parent,
State Street Corporation.
(See note on page 2.)
Item 3. through Item 15. Not applicable.
Item 16. List of Exhibits.
List below all exhibits filed as part of this statement of
eligibility.
1. A copy of the articles of association of the trustee as
now in effect.
A copy of the Articles of Association of the trustee, as
now in effect, is on file with the Securities and Exchange
Commission as Exhibit 1 to Amendment No. 1 to the
Statement of Eligibility and Qualification of Trustee
(Form T-1) filed with the Registration Statement of Morse
Shoe, Inc. (File No. 22-17940) and is incorporated herein
by reference thereto.
2. A copy of the certificate of authority of the trustee to
commence business, if not contained in the articles of
association.
A copy of a Statement from the Commissioner of Banks of
Massachusetts that no certificate of authority for the
trustee to commence business was necessary or issued is on
file with the Securities and Exchange Commission as
Exhibit 2 to Amendment No. 1 to the Statement of
Eligibility and Qualification of Trustee (Form T-1)
filed with the Registration Statement of Morse Shoe, Inc.
(File No. 22-7940) and is incorporated herein by reference
thereto.
3. A copy of the authorization of the trustee to exercise
corporate trust powers, if such authorization is not
contained in the documents specified in paragraph (1) or
(2), above.
A copy of the authorization of the trustee to exercise
corporate trust powers is on file with the Securities and
Exchange Commission as Exhibit 3 to Amendment No. 1 to the
Statement of Eligibility and Qualification of Trustee
(Form T-1) filed with the Registration Statement of Morse
Shoe, Inc. (File No. 22-17940) and is incorporated herein
by reference thereto.
4. A copy of the existing by-laws of the trustee, or
instruments corresponding thereto.
A copy of the by-laws of the trustee, as now in effect, is
on file with the Securities and Exchange Commission as
Exhibit 4 to the Statement of Eligibility and
Qualification of Trustee (Form T-1) filed with the
Registration Statement of Eastern Edison Company (File
No. 33-37823) and is incorporated herein
by reference thereto.
1<PAGE>
<PAGE>15
5. A copy of each indenture referred to in Item 4. if the
obligor is in default.
Not applicable.
6. The consents of United States institutional trustees
required by Section 321(b) of the Act.
The consent of the trustee required by Section 321(b) of
the Act is annexed hereto as Exhibit 6 and made a part
hereof.
7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority is annexed hereto as
Exhibit 7 and made a part hereof.
NOTES
In answering any item of this Statement of Eligibility which relates
to matters peculiarly within the knowledge of the obligor or any
underwriter for the obligor, the trustee has relied upon information
furnished to it by the obligor and the underwriters, and the trustee
disclaims responsibility for the accuracy or completeness of such
information.
The answer furnished to Item 2. of this statement will be amended, if
necessary, to reflect any facts which differ from those stated and which
would have been required to be stated if known at the date hereof.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, State Street Bank and Trust Company, a corporation
organized and existing under the laws of The Commonwealth of Massachusetts,
has duly caused this statement of eligibility to be signed on its behalf by
the undersigned, thereunto duly authorized, all in the City of Hartford and
The State of Connecticut, on the 18th of November 1997.
STATE STREET BANK AND TRUST COMPANY
By: /s/ Dennis Fisher
-------------------------------------
NAME: DENNIS FISHER
TITLE: ASSISTANT VICE PRESIDENT
2<PAGE>
<PAGE>16
EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, as amended, in connection with the proposed issuance by
TELEGROUP INC.
of its 10 1/2 percent SeniorDiscount Notes due 2004, we hereby consent that
reports of examination by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and
Exchange Commission upon request therefor.
STATE STREET BANK AND TRUST COMPANY
By: /s/ Dennis Fisher
----------------------------------------
NAME: DENNIS FISHER
TITLE: ASSISTANT VICE PRESIDENT
Dated: December 18, 1997
3<PAGE>
<PAGE>17
EXHIBIT 7
Consolidated Report of Condition of State Street Bank and Trust Company,
Massachusetts and foreign and domestic subsidiaries, a state banking
institution organized and operating under the banking laws of this
commonwealth and a member of the Federal Reserve System, at the close of
business March 31, 1997, published in accordance with a call made by the
Federal Reserve Bank of this District pursuant to the provisions of the
Federal Reserve Act and in accordance with a call made by the Commissioner
of Banks under General Laws, Chapter 172, Section 22(a).
Thousands of
ASSETS Dollars
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin..........1,665,142
Interest-bearing balances...................................8,193,292
Securities...................................................10,238,113
Federal funds sold and securities purchased
under agreements to resell in domestic offices
of the bank and its Edge subsidiary.........................5,853,144
Loans and lease financing receivables:
Loans and leases, net of unearned income ...................4,936,454
Allowance for loan and lease losses............................70,307
Allocated transfer risk reserve.....................................0
Loans and leases, net of unearned income and allowances ....4,866,147
Assets held in trading accounts.................................957,478
Premises and fixed assets.......................................380,117
Other real estate owned.............................................884
Investments in unconsolidated subsidiaries.......................25,835
Customers' liability to this bank on
acceptances outstanding .......................................45,548
Intangible assets...............................................158,080
Other assets..................................................1,066,957
---------
Total assets.................................................33,450,737
----------
----------
LIABILITIES
Deposits:
In domestic offices........................................8,270,845
Noninterest-bearing ....................................6,318,360
Interest-bearing .......................................1,952,485
In foreign offices and Edge subsidiary....................12,760,086
Noninterest-bearing .......................................53,052
Interest-bearing ......................................12,707,034
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of
the bank and of its Edge subsidiary........................8,216,641
Demand notes issued to the U.S. Treasury and
Trading Liabilities .........................................926,821
Other borrowed money............................................671,164
Subordinated notes and debentures.....................................0
Bank's liability on acceptances executed and outstanding.........46,137
Other liabilities ..............................................745,529
Total liabilities............................................31,637,223
EQUITY CAPITAL
Perpetual preferred stock and related surplus.........................0
Common stock.....................................................29,931
Surplus.........................................................360,717
Undivided profits and capital reserves/Net
unrealized holding gains (losses) .........................1,426,881
Cumulative foreign currency translation adjustments..............(4,015)
Total equity capital..........................................1,813,514
Total liabilities and equity capital.........................33,450,737
----------
----------
4<PAGE>
<PAGE>18
I, Rex S. Schuette, Senior Vice President and Comptroller of the above
named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of
Governors of the Federal Reserve System and is true to the best of my
knowledge and belief.
Rex S. Schuette
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
instructions issued by the Board of Governors of the Federal Reserve
System and is true and correct.
David A. Spina
Marshall N. Carter
Charles F. Kaye
5
