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OMB APPROVAL
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OMB Number: 3235-0105
Expires: December 31, 1996
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-3
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939
RB ASSET, INC.
- -------------------------------------------------------------------------------
(Name of applicant)
645 Fifth Avenue New York, New York 10022
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(Address of principal executive offices)
Securities to be Issued Under the Indenture to be Qualified
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Title of Class Amount
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Increasing Rate Junior Subordinated Notes due 2006 $36,316,000*
Approximate date of proposed public offering: On or promptly after the date
of acceptance of shares of 15%
Non-Cumulative Perpetual
Preferred Stock, Series A, par
value $1.00, pursuant to the
Offering Circular dated
November 25, 1998,
incorporated by reference
herein as Exhibit T3E1 hereto.
Name and address of agent for service: Nelson L. Stephenson, President
RB Asset, Inc.
645 Fifth Avenue
New York, New York 10022
- ---------------------
* Plus such additional principal amount of Subordinated Notes as may be issued
in payment of interest on the Subordinated Notes from the date of their initial
issuance until the semi-annual interest period beginning on January 16, 2002.
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GENERAL
1. General Information. Furnish the following information as to the applicant:
(a) Form of organization: A corporation
(b) State or other sovereign power under the laws of which organized:
State of Delaware.
2. Securities Act exemption applicable. State briefly the facts relied upon by
the applicant as a basis for the claim that registration of the indenture
securities under the Securities Act of 1933 is not required.
RB Asset, Inc., a Delaware corporation (the "Company"), is relying
upon the exemption from the registration requirements of the Securities Act of
1933, as amended (the "Securities Act"), provided by Section 3(a)(9) thereunder,
in connection with the Company's exchange offer as described herein (the
"Exchange Offer"). The Exchange Offer is being made by the Company pursuant to
its Offering Circular dated November 25, 1998 ("Offering Circular"), and the
related Letter of Transmittal and Notice of Guaranteed Delivery of even date
therewith, and consists of an offer to exchange the Company's Increasing Rate
Junior Subordinated Notes 2006 (the "Subordinated Debentures") for the Company's
outstanding 1,400,000 shares of 15% Non-Cumulative Perpetual Preferred Stock,
Series A, par value $1.00 (the "Series A Preferred Stock").
There have not been any sales of securities of the same series as the
Subordinated Notes or the Series A Preferred Stock by the Company, nor are there
any such other sales planned, by or through an underwriter at or about the time
of the Exchange Offer transaction.
The Company has retained MacKenzie Partners, Inc. as the "Information
Agent" and American Stock Transfer & Trust Company as the "Exchange Agent" in
connection with the Exchange Offer. The Information Agent and Exchange Agent
will provide to holders of the Series A Preferred Stock only information
otherwise contained in the Offering Circular and general information regarding
the mechanics of the exchange process. The Exchange Agent will provide the
actual acceptance and exchange services with respect to the exchange of shares
of Series A Preferred Stock for Subordinated Notes. Neither the Information
Agent nor the Exchange Agent will solicit exchanges in connection with the
Exchange Offer and will not make recommendations as to the acceptance or
rejection of the Exchange Offer. Both the Information Agent and Exchange Agent
will be paid reasonable fees directly by the Company for their services.
There are no cash payments made or to be made by any holder of the
outstanding shares of Series A Preferred Stock in connection with the Exchange
Offer.
AFFILIATIONS
3. Affiliates. Furnish is a list or diagram of all affiliates of the applicant
and indicate the respective percentages of voting securities or other bases of
control.
Alvin Dworman is deemed to be an affiliate based upon his ownership of
39.0% of the Common Stock, $1.00 par value of the Company. The persons set forth
below under the Section "Management and Control" are deemed to be affiliates
based on their being officers and/or directors of the Company, as the case may
be.
The Company owns 100% of the voting securities of the following
subsidiaries:
260 West Sunrise Corp.
26970 Hayward, Inc.
46 West Corp.
5327 Jacuzzi Street, Inc.
66 East Corp.
81 Jackson Corp.
86 West Corp.
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Acacias-Murrieta Inc.
Bay Landing Corp.
Berry Boulevard, Inc.
Castle Hill Realty Holdings, Inc.
Citispire Apartments, Inc.
Cora Apple Inc.
Cupertino Property Inc.
Del Rio Escondido, Inc.
Drake Brick Kiln, Inc.
East River Financial Group Inc.
Hampton Ponds Realty Corp.
Harbor Lights Property Corp.
Hester Property Corp.
Kew Gardens Properties Inc.
Kirkham Stowe, Inc.
Laguna Canyon, Inc.
Middletown Property Corp.
Nostrand Properties I, Inc.
Nostrand Properties II, Inc.
Nostrand Properties Inc.
Old Crow Canyon Offices, Inc.
Orange White Acres, Inc.
Parc Vendome Realty Holding Corp.
Pershing Acquisition Corp.
Pershing Properties, Inc.
Pinnacle Properties Corp.
Princeton Park Office Realty Corp.
Quest Equities Corp.
Quest Holding Company
Quest Realty Corp.
RB Alden Corp.
RB Bowie Corp.
RB Camarillo, Inc.
RB Cicero Corp.
RB Columbus Corp.
RB Lockbourne Corp.
Richmond Hill Properties Inc.
Riverbank Antelope, Inc.
Riverbank Financial Group
Riverbank Properties, Inc. (NY)
Riverbank Raley Inc.
Riverbank Realty Enterprises, Inc.
Riverbridge Realty Corp.
Rivercity Realty Corp.
Rivercity Realty Management Corp.
Rochelle Park One Nine Four, Inc.
Royal York Properties, Inc.
RR Hicksville Corp.
RR Irvington Co., Limited
RR Irvington Development Corp.
Saxon Glen Corp.
Shorehaven Property Inc.
Southhampton Land & Realty Corp.
Watervliet Properties Corp.
Wayne Properties Inc.
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Willow Lake, Inc.
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.
<TABLE>
<CAPTION>
- ---------------------------------- -------------------------------------- -------------------------------------------
Name Address Office
- ---------------------------------- -------------------------------------- -------------------------------------------
<S> <C> <C>
Robin Chandler Duke * Director, Vice President and Secretary
Alvin Dworman * Director
William D. Hassett * Director
James J. Houlihan * Director
David J. Liptak ** Director
Jerome R. McDougal * Director and Chairman of the Board
Edward V. Regan * Director
David A. Shapiro * Director
Nelson L. Stephenson * President and Chief Executive Officer
Jeffrey E. Suskind *** Director
</TABLE>
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* The mailing address for each officer and director other than Messrs. Liptak
and Suskind is c/o RB Asset, Inc. 645 Fifth Avenue, New York, New York
10022.
** The mailing address for David J. Liptak is: West Broadway Partners, 660
Madison Avenue, New York, NY 10021.
*** The mailing address for Jeffrey E. Suskind is: Strom Susskind, 100 Wilshire
Boulevard, Suite 1500, Santa Monica, California 90401.
5. Principal owners of voting securities. Furnish the following information as
to each person owning 10 percent of more of the voting securities of the
applicant.
As of November 1,1998:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Col. D
Col. A Col. B Percentage of
Name and Complete Title of Col. C Voting
Mailing Address Class Owned Amount Owned Securities Owned
- ---------------------------------- -------------------------------------- --------------------- ---------------------
<S> <C> <C> <C>
Alvin Dworman Common Stock, $1.00 par value 2,768,400 39.0%
c/o RB Asset, Inc.
645 Fifth Avenue
New York, New York 10022
</TABLE>
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.
No person has acted as an underwriter of any securities of the Company
within three years prior to the date hereof and there is no proposed underwriter
for the Subordinated Notes.
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CAPITAL SECURITIES
7. Capitalization.
(a) Furnish the following information as to each authorized class of
securities of the applicant.
As of November 1, 1998:
<TABLE>
<CAPTION>
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Col. A Col. B Col. C
Title of Class Amount Authorized Amount Outstanding
- ------------------------------------ ------------------------------------------------ -------------------------------
<S> <C> <C>
Common Stock, $1.00 par value 30,000,000 7,100,000
15% Non-Cumulative Perpetual
Preferred Stock, Series A, 1,400,000 1,400,000
$1.00 par value
</TABLE>
(b) Give a brief outline of the voting rights of each class of voting
securities referred to in paragraph (a) above.
Common Stock:
Except as provided with respect to any series of Preferred Stock, the
holders of Common Stock possess exclusive voting rights in the Company. Each
holder of Common Stock is entitled to one vote for each share held on all
matters voted upon by stockholders. Stockholders are not permitted to cumulate
votes in elections of directors.
Series A Preferred Stock:
Holders of shares of Series A Preferred Stock are not entitled to any
voting rights, except the consent of holders of at least 66%% of the
outstanding shares of Series A Preferred Stock voting together as a class is
required in respect of (i) certain amendments to the Certificate of
Incorporation of the Company or the Certificate of Designations relating to the
Series A Preferred Stock that would materially and adversely affect the rights
of Series A Preferred Stock or (ii) certain changes with respect to securities
ranking prior to the Series A Preferred Stock in dividend or distribution
rights.
Holders of the Series A Preferred Stock are not entitled to vote upon
the election of members of the Board or other matters in general. Holders of the
Series A Preferred Stock, however, are entitled to elect two members of the
Company's Board to fill two newly-created directorships upon the occurrence of a
"Voting Event." A Voting Event occurs if the Company fails to pay full dividends
on the Series A Preferred Stock (or to declare such full dividends and set apart
a sum sufficient for payment thereof) with respect to each of any six quarterly
dividend periods, whether consecutive or not. The right of holders of Series A
Preferred Stock to elect directors will continue until dividends on the Series A
Preferred Stock have been paid for four consecutive Quarterly dividend periods,
at which time such voting rights of the holders of the Series A Preferred Stock
will, without further action, terminate, subject to revesting in the event of
the occurrence of a subsequent Voting Event.
The holders of Series A Preferred Stock are currently entitled to
elect two directors because dividends on the Series A Preferred Stock are in
arrears and unpaid for six quarterly dividend periods. Accordingly, at the
Company's Annual Meeting of Stockholders held on September 16, 1998, holders of
the Series A Preferred Stock elected two directors.
In connection with any matter on which holders of the Series A
Preferred Stock are entitled to vote as one class or otherwise pursuant to law
or the provisions of the Certificate of Incorporation, including, without
limitation, the election of directors as set forth above, each holder of the
Series A Preferred Stock will be entitled to one vote for each share of the
Series A Preferred Stock held by such holder.
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INDENTURE SECURITIES
8. Analysis of Indenture provisions. Insert at this point the analysis of
indenture provisions required under section 305(a)(2) of the Act.
(a) Definition of Default.
Events of Default under the Indenture include the following:
(1) the Company defaults in the payment of interest on any
Subordinated Note when the same becomes due and payable and the default
continues for a period of 30 days;
(2) the Company defaults in the payment of the principal of or premium
on any Subordinated Note (including any sinking fund payment) when the
same becomes due and payable at maturity or upon redemption, acceleration
or otherwise;
(3) the Company fails to comply with any of its other agreements or
covenants in or provisions of the Subordinated Notes or this Indenture,
and such default continues for a period of 30 days after the Trustee
notifies the Company, or the holders of at least 25% in principal amount
of the then-outstanding Subordinated Notes notify the Company and the
Trustee, of such default;
(4) a default (other than default under any mortgage indenture or
instrument securing or evidencing any indebtedness secured by an interest
in a particular real estate development project, or under any guarantee of
payment of indebtedness which guarantee is secured by an interest in a
particular real estate development project, in either case which is
expressly stated to be without recourse to the Company or any of its
subsidiaries or which is a purchase money or similar mortgage indebtedness
that is without recourse to the Company or any of its subsidiaries under
applicable state law from the date of its execution) occurs under any
instrument or any other obligation representing Indebtedness of the
Company or any subsidiary if (i) the effect of such default is to permit
the acceleration of such Indebtedness and (ii) the aggregate principal
amount of such indebtedness as to which any such default or defaults shall
have occurred exceeds $10 million;
(5) a court or governmental agency or authority having jurisdiction in
the premises enters a decree or order (i) declaring the Company or any
subsidiary to be bankrupt or insolvent, (ii) approving as properly filed a
petition seeking reorganization, arrangement, adjustment, composition of
or in respect of the Company or any subsidiary in an involuntary case
under any bankruptcy or similar law for the benefit of creditors, (iii)
appointing a receiver, conservator, liquidator, custodian, trustee,
sequestrator, assignee in bankruptcy or insolvency or any similar official
(collectively, a "Custodian") of the Company or any subsidiary or of its
property or (iv) for the winding up or liquidation of the affairs of the
Company or any subsidiary, and such decree or order shall have continued
undischarged and unstayed for a period of 30 days;
(6) the Company or any Subsidiary commences a voluntary case, consents
to the entry of any order of relief in an involuntary case under any
bankruptcy or similar law for the benefit of creditors, seeks or consents
to the appointment of a Custodian or to the taking possession by a
Custodian of it or of any substantial part of its property, makes an
assignment for the benefit of creditors, fails generally to pay its debts
as they become due, or takes corporate action in furtherance of any of
such purposes;
(7) a Custodian shall be appointed for the Company; or
(8) one or more judgments have been rendered against the Company or
any subsidiary in an aggregate amount exceeding $10 million which
judgments remain undischarged for a period of 60 days after all rights to
directly review such judgment, whether by appeal or writ, have been
exhausted or have expired.
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(b) Authentication and Delivery; Application of Proceeds.
The Securities shall be executed on behalf of the Corporation by its
Chairman of the Board, its President or one of its Vice Presidents and attested
by its Secretary or one of its Assistant Secretaries. The signature of any of
these officers on the Securities may be actual or facsimile. The Trustee shall
authenticate Subordinated Notes upon an Order of the Corporation. The Trustee
may appoint an authenticating agent acceptable to the Corporation to
authenticate Securities. The Indenture does not contain provisions regarding the
application of the proceeds from issuance of the Subordinated Notes.
(c) Release or Release of Any Property Subject to Lien.
The Company's obligations under the Subordinated Notes are not secured by
any liens or security interests on any assets of the Company. Accordingly, the
Indenture does not contain any provisions with respect to the release or the
release and substitution of any property subject to such a lien.
(d) Satisfaction and Discharge of the Indenture.
The Indenture shall be satisfied and discharged when:
(1) either
(A) all Subordinated Notes theretofore authenticated and
delivered (other than (i) Subordinated Notes which have been
destroyed, lost or stolen and which have been replaced or paid as
provided in Article II of the Indenture, and (ii) Subordinated
Notes for the payment of which money has theretofore been
deposited in trust with the Trustee or any paying agent or
segregated and held in trust by the Company and thereafter repaid
to the Company or discharged from such trust, as provided in
Section 7.03 of the Indenture) have been delivered to the Trustee
for cancellation; or
(B) the principal of all such Subordinated Notes not
theretofore delivered to the Trustee for cancellation has become
due and payable and the Company has deposited or caused to be
deposited in trust with the Trustee, solely for the benefit of
the holders, funds in an amount sufficient to pay and discharge
the entire Indebtedness on such Subordinated Notes not
theretofore delivered to the Trustee for cancellation;
(2) the Company has irrevocably paid or caused to be irrevocably
paid all other sums payable hereunder by the Company; and
(3) the Company has delivered to the Trustee an officers'
certificate and an opinion of counsel, each stating that all
conditions precedent provided for herein to be complied with by the
Company relating to the satisfaction and discharge of this Indenture
have been complied with.
(e) Evidence of Compliance.
The Company shall deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company, an officers' certificate stating that a review
of the activities of the Company and its subsidiaries during the preceding
fiscal year has been made under the supervision of the signing officers with a
view to determining whether the Company has kept, observed, performed and
fulfilled its obligations under this Indenture, and further stating, as to each
such officer signing such certificate, that to the best of his knowledge the
Company has kept, observed, performed and fulfilled each and every covenant
contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions hereof (or, if a
default or event of default shall have occurred, describing all such defaults or
events of default of which he may have knowledge and specifying what action the
Company is taking or proposes to take with respect thereto) and that to the best
of his knowledge no event has occurred and remains in existence by reason of
which payments on account of the principal of or interest on the Securities are
prohibited.
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The Company will, so long as any of the Subordinated Notes are
outstanding, deliver to the Trustee at its corporate trust office, forthwith
upon becoming aware of any default, event of default or default in the
performance of any covenant, agreement or condition contained in this indenture,
an officers' certificate describing such default, event of default or default
and specifying what action the Company is taking or proposes to take with
respect thereto. Any such certificate delivered under such Section 3.10 of the
Indenture shall comply with Section 314 of the Trust Indenture Act of 1939, as
amended.
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.
There are no other obligors with respect to the Subordinated Notes.
Contents of application for qualification. This application for
qualification comprises--
(a) Pages numbered 1 to 10, consecutively.
(b) The statement of eligibility and qualification of each trustee
under the indenture to be qualified.
(c) The following exhibits in addition to those filed as a part of
the statement of eligibility and qualification of each trustee.
Exhibit T3A Certificate of Incorporation of the Company,
incorporated by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1998.
Exhibit T3B By-Laws of the Company, incorporated by reference to
Exhibit 3.4 to the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1998.
Exhibit T3C Form of Indenture by and between the Company and
LaSalle National Bank, incorporated by reference to
Exhibit (b)(1) to the Company's Schedule 13E-4 Issuer
Tender Offer Statement dated November 25, 1998.
Exhibit T3E1 Offering Circular of the Company dated November 25,
1998, incorporated by reference to Exhibit (a)(1) to
the Company's Schedule 13E-4 Issuer Tender Offer
Statement dated November 25, 1998.
Exhibit T3E2 Letter of Transmittal of the Company dated November 25,
1998, incorporated by reference to Exhibit (a)(2) to
the Company's Schedule 13E-4 Issuer Tender Offer
Statement dated November 25, 1998.
Exhibit T3E3 Notice of Guaranteed Delivery of the Company dated
November 25, 1998, incorporated by reference to Exhibit
(a)(3) to the Company's Schedule 13E-4 Issuer Tender
Offer Statement dated November 25, 1998.
Exhibit T3E4 Letter to Holders of the 15% Non-Cumulative Perpetual
Preferred Stock, Series A, par value $1.00 of the
Company dated November 25, 1998, incorporated by
reference to Exhibit (a)(4) to the Company's Schedule
13E-4 Issuer Tender Offer Statement dated November 25,
1998.
Exhibit T3E5 Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees of the Company dated
November 25, 1998, incorporated by reference to Exhibit
(a)(5) to the Company's Schedule 13E-4 Issuer Tender
Offer Statement dated November 25, 1998.
Exhibit T3E6 Letter to Clients of the Company dated November 25,
1998, incorporated
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by reference to Exhibit (a)(6) to the Company's
Schedule 13E-4 Issuer Tender Offer Statement dated
November 25, 1998.
Exhibit T3E7 IRS Guidelines, incorporated by reference to Exhibit
(a)(7) to the Company's Schedule 13E-4 Issuer Tender
Offer Statement dated November 25, 1998.
Exhibit T3F Cross Reference Sheet showing the location on the
indenture of the provisions inserted thereon pursuant
to Sections 310 through 318(a), inclusive, of the Trust
Indenture Act of 1939, as amended (included in Exhibit
T3C).
Exhibit 99 Statement of Eligibility and Qualification on Form T-1
of LaSalle National Bank, as Trustee.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
applicant, RB Asset, Inc., a corporation organized and existing under the laws
of Delaware, 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 New York, and State of New York, on the 25th day of
November, 1998.
(SEAL)
RB ASSET, INC.
By /s/ Nelson L. Stephenson
------------------------
Name: Nelson L. Stephenson
Title: President and Chief
Attest: /s/ Shiela Boyd Executive Officer
---------------
Name: Shiela Boyd
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Exhibit 99
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
----------------
LASALLE NATIONAL BANK
(Exact name of trustee as specified in its charter)
36-1521370
(I.R.S. Employer Identification No.)
135 South LaSalle Street, Suite 1625 Chicago, Illinois 60674
(Address, including zip code, of principal executive offices)
----------------
Mr. Robert K. Quinn
Senior Vice President and General Counsel
Telephone: (312) 443-2010
135 South LaSalle Street
Chicago, Illinois 60603
(Name, address and telephone number of agent for service)
----------------
RB ASSET, INC.
(Exact name of obligor as specified in its charter)
DELAWARE 13-5041680
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
RB Asset, Inc.
645 Fifth Avenue
New York, New York 10022
(Address, including zip code, of registrant's Principal Executive Offices)
----------------
RB ASSET, INC.
(Title of the 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.
1. Comptroller of the Currency, Washington D.C.
2. Federal Deposit Insurance Corporation, Washington, D.C.
3. The Board of Governors of the Federal Reserve Systems,
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS.
If the obligor or any underwriter for the obligor is an affiliate of
the trustee, describe each such affiliation.
Neither the obligor nor any underwriter for the obligor is an
affiliate of the trustee.
ITEM 3. VOTING SECURITIES OF THE TRUSTEE.
Furnish the following information as to each class of voting
securities of the trustee:
Not applicable
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.
If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in
any other securities, of the obligor are outstanding, furnish the
following information:
(a) Title of the securities outstanding under each other indenture.
Not applicable
(b) A brief statement of the facts relied upon as a basis for the
claim that no conflicting interest within the meaning of Section
310(b)(1) of the Act
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arises as a result of the trusteeship under such other indenture,
including a statement as to how the indenture securities will rank
as compared with the securities issued under such other indenture.
Not applicable
ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR
OR UNDERWRITERS.
If the trustee or any of the directors or executive officers of the
trustee is a director, officer, partner, employee, appointee, or
representative of the obligor or of any underwriter for the obligor,
identify each such person having any such connection and state the
nature of each such connection.
Not applicable
ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.
Furnish the following information as to the voting securities of the
trustee owned beneficially by the obligor and each director, partner
and executive officer of the obligor.
Not applicable
ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
Furnish the following information as to the voting securities of the
trustee owned beneficially by each underwriter for the obligor and
each director, partner, and executive officer of each such
underwriter.
Not applicable
ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
Furnish the following information as to securities of the obligor
owned beneficially or held as collateral security for obligations in
default by the trustee:
Not applicable
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ITEM 9. SECURITIES OF THE UNDERWRITER OWNED OR HELD BY THE TRUSTEE.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the
obligor, furnish the following information as to each class of
securities of such underwriter any of which are so owned or held by
the trustee.
Not applicable
ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
If the trustee owns beneficially or holds as collateral security for
obligations in default voting securities of a person who, to the
knowledge of the trustee (1) owns 10 percent or more of the voting
securities of the obligor or (2) is an affiliate, other than a
subsidiary, of the obligor, furnish the following information as to
the voting securities of such person.
Not applicable
ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of a person who, to the
knowledge of the trustee, owns 50 percent or more of the voting
securities of the obligor, furnish the following information as to
each class of securities of such person any of which are so owned or
held by the trustee.
Not applicable
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
If the obligor is indebted to the trustee, furnish the following
information.
Not applicable
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.
Not applicable
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b) If the trustee is a trustee under another indenture under which
any other securities, or certificates of interest or participation
in any other securities, of the obligor are outstanding, or is
trustee for more than one outstanding series of securities under the
indenture, state whether there has been a default under any such
indenture or series, identify the indenture or series affected, and
explain the nature of any such default.
Not applicable
ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.
If any underwriter is an affiliate of the trustee, describe each
such affiliation.
Not applicable
ITEM 15. FOREIGN TRUSTEE.
Identify the order or rule pursuant to which the foreign trustee is
authorized to act as sole trustee under indentures qualified or to
be qualified.
Not applicable
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as part of this statement of
eligibility and qualification.
1. A copy of the Articles of Association of LaSalle
National Bank now in effect.
2. A copy of the certificate of authority to commence
business.
3. A copy of the authorization to exercise corporate
trust powers.
4. A copy of the existing By-Laws of LaSalle National Bank.
5. Not applicable.
6. The consent of the trustee required by Section 321(b) of
the Trust Indenture Act of 1939.
7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
8. Not applicable.
9. Not applicable.
5
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
LaSalle National Bank, a corporation organized and existing under the laws of
the United States of America, has duly caused this statement of eligibility and
qualification to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Chicago, State of Illinois, on the 11th day of
August 1998.
LaSalle National Bank
By./s/ Cynthia Reis
---------------------
Cynthia Reis
Vice President
6
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EXHIBIT 1
ARTICLES OF ASSOCIATION
7
<PAGE>
ARTICLES
OF
ASSOCIATION
LA SALLE NATIONAL BANK (LOGO)
LA SALLE NATIONAL BANK
CHICAGO, ILLINOIS
8
<PAGE>
(LOGO)
LaSalle National Bank
ARTICLES OF ASSOCIATION
FIRST. The title of this association, which shall carry on the
business of banking under the laws of the United States shall be "LaSalle
National Bank."
SECOND. The place where the main banking house or office of this
association shall be located, its operations of discount and deposit carried on,
and its general business conducted, shall be Chicago, County of Cook, State of
Illinois.
THIRD. The Board of Directors of this association shall consist of such
number of its shareholders, not less than five nor more than twenty-five, as
from time to time shall be determined by a majority of the votes to which all of
its shareholders are at the time entitled. A majority of the Board of Directors
shall be necessary to constitute a quorum for the transaction of business. The
Board of Directors, by vote of a majority of the full board, may, between annual
meetings of shareholders increase the membership of the Board where the number
of directors last elected by shareholders was 15 or less, by not more than two
members, and where the number of directors last elected by shareholders was 16
or more, by not more than four members and by a like vote appoint qualified
persons to fill the vacancies created thereby; provided that the number of
Directors shall at no time exceed twenty-five.
FOURTH. The regular annual meeting of the shareholders of this
association shall be held at its main banking house, or other convenient place
duly authorized by the board of directors on such day of each year as is
specified therefor in the bylaws.
FIFTH. The amount of capital stock which this association is authorized
to issue shall be Twenty Million Dollars ($20,000,000.00) divided into 2,000,000
shares of common capital stock of the par value of $10.00 each; but said capital
stock may be increased or decreased from time to time, in accordance with the
provisions of the laws of the United States.
If the capital stock is increased by the sale of additional shares
thereof, other than to key officers and employees of the association upon the
exercise of options granted pursuant to the terms of a stock option plan then in
effect as to which sales all pre-emptive rights are waived, each shareholder
shall be entitled to subscribe for such additional shares in proportion to the
number of shares of said capital stock owned by him at the time the increase is
authorized by the shareholders, unless another time subsequent to the date of
the shareholders' meeting is specified in a resolution adopted by the
shareholders at the time the increase is authorized. The board of directors
shall have the power to prescribe a reasonable period of time within which the
pre-emptive rights to subscribe to the new shares of capital stock may be
exercised.
9
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The association, at any time and from time to time, may authorize and
issue debt obligations, whether or not subordinated, without the approval of the
shareholders.
SIXTH. The board of directors shall appoint one of its members
president of this association, who shall be chairman of the board, but the board
of directors may appoint a director in lieu of the president to be chairman of
the board, who shall perform such duties as may be designated by the board of
directors. The board of directors shall have the power to appoint one or more
vice presidents, a cashier and such other officers as may be required to
transact the business of this association; to fix the salaries to be paid to all
officers of this association; and to dismiss such officers, or any of them.
The board of directors shall have the power to define the duties of
officers and employees of this association, to require bonds from them, and to
fix the penalty thereof; to regulate the manner in which directors shall be
elected or appointed, and to appoint judges of the election; to make all bylaws
that it may be lawful for them to make for the general regulation of the
business of this association and the management of its affairs; and generally to
do and perform all acts that it may be lawful for a board of directors to do and
perform.
SEVENTH. This association shall have succession from the date of its
organization certificate until such time as it be dissolved by act of its
shareholders in accordance with the provisions of the banking laws of the United
States, or until its franchise becomes forfeited by reason of violation of law,
or until terminated by either a general or a special act of Congress, or until
its affairs be placed in the hands of a receiver and finally wound up by him.
EIGHTH. The board of directors of this association, or any three or
more shareholders owning, in the aggregate, not less than ten per centum of the
stock of this association, may call a special meeting of shareholders at any
time: Provided, however, that unless otherwise provided by law, not less then
ten days prior to the date fixed for any such meeting, a notice of the time,
place, and purpose of the meeting shall be given by first-class mail, postage
prepaid, to all shareholders of record of this association at their respective
addresses as shown upon the books of the association. These articles of
association may be amended at any regular or special meeting of the shareholders
by the affirmative vote of the shareholders owning at least a majority of the
stock of this association, subject to the provisions of the banking laws of the
United States. The notice of any shareholders' meeting, at which an amendment to
the articles of association of this association is to be considered, shall be
given as herein-above set forth.
NINTH. Any person, his heirs, executors, or administrators, may be
indemnified or reimbursed by the association for reasonable expenses actually
incurred in connection with any action, suit, or proceeding, civil or criminal,
to which he or they shall be made a party by reason of his being or having been
a director, officer, or employee of the association or of any firm, corporation,
or organization which he served in any such capacity at the request of the
association: Provided, however, that no person shall be so indemnified or
reimbursed in relation to any matter in such action, suit or proceeding as to
which he shall finally be adjudged to have been guilty of or liable for
negligence or willful misconduct in the performance of his duties to
10
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the association: And, provided further, that no person shall be so indemnified
or reimbursed in relation to any matter in such action, suit, or proceeding
which has been made the subject of a compromise settlement except with the
approval of a court of competent jurisdiction, or the holders of record of a
majority of the outstanding shares of the association, or the board of
directors, acting by vote of directors not parties to the same or
substantially the same action, suit or proceeding, constituting a majority of
the whole number of the directors. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which such person, his
heirs, executors, or administrators, may be entitled as a matter of law.
*********
May 17,1982
Form No. 181, Rev 5/17/82 GW
11
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EXHIBIT 2
CERTIFICATE OF AUTHORITY
TO COMMENCE BUSINESS
12
<PAGE>
STATE OF ILLINOIS
AUDITOR'S OFFICE
NO. 333 (LOGO)
NATIONAL BANK TRUST CERTIFICATE
Springfield, FEBRUARY 15th 1928
I, OSCAR NELSON, Auditor of Public Accounts of the State of Illinois,
do hereby certify that the NATIONAL BUILDERS BANK OF CHICAGO located at CHICAGO,
County of COOK and State of Illinois, a corporation organized under and by
authority of the statutes of the United States governing National Banks and
authority granted by the Federal Reserve Act for the purpose of accepting and
executing trusts, has this day deposited in this office, securities in the sum
of TWO HUNDRED THOUSAND Dollars, $200,000.00 of the character designated by
Section 6 of the Act of the Legislature of the State of Illinois entitled "An
Act to provide for and regulate the administration of trusts by trust
companies,"
The said deposit is made for the benefit of the creditors of said
NATIONAL BUILDERS BANK OF CHICAGO under and by virtue of the provisions of the
Act above referred to and the said securities are now held by me in this office
in my official capacity as such Auditor of Public Accounts, for the uses and
purposes aforesaid.
I further certify that by virtue of the Acts aforesaid, the NATIONAL
BUILDERS BANK OF CHICAGO is hereby authorized to accept and execute trusts and
receive deposits of trust funds under the provisions and limitations of "An Act
to provide for and regulate the administration of trusts in Illinois.
IN TESTIMONY WHEREOF, I hereunto subscribe my name and affix the
(SEAL) seal of my office, the day and year first above written.
/s/ Oscar Nelson
----------------------------------
AUDITOR OF PUBLIC ACCOUNTS.
STATE OF ILLINOIS.
13
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NO. 13146.
TREASURY DEPARTMENT (LOGO)
OFFICE OF COMPTROLLER OF THE CURRENCY
Washington, D.C., NOVEMBER 29,1927.
WHEREAS, by satisfactory evidence presented to the undersigned, it has
been made to appear that "NATIONAL BUILDERS BANK OF CHICAGO" in the CITY of
CHICAGO In the County of COOK and State of ILLINOIS has complied with all the
provisions of the Statutes of the United States, required to be complied with
before an association shall be authorized to commence the business of Banking;
NOW THEREFORE I, J.W. MCINTOSH, Comptroller of the Currency, do hereby
certify that "NATIONAL BUILDERS BANK OF CHICAGO" in the CITY of CHICAGO in the
County of COOK and State of ILLINOIS is authorized to commence the business of
Banking as provided in Section Fifty one hundred and sixty nine of the Revised
Statutes of the United States.
(SEAL) IN TESTIMONY WHEREOF witness my hand and Seal of (SEAL) office
this TWENTY-NINTH day of November, 1927.
/s/ J.W. McIntosh
-----------------
Comptroller of the Currency
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<PAGE>
CERTIFICATE OF CHANGE OF CORPORATE TITLE
(LOGO)
NO. 13146.
TREASURY DEPARTMENT
OFFICE OF THE COMPTROLLER OF THE CURRENCY
WASHINGTON, D.C., MAY 1, 1940.
WHEREAS, by satisfactory evidence presented to me, it appears that
under authority of sections 2, 3, and 4, of the Act of Congress approved May 1,
1886, entitled "An Act to enable national banking associations to increase their
capital stock and to change their names or location," shareholders owning
two-thirds of the stock of the national banking association heretofore known as
- -- "NATIONAL BUILDERS BANK OF CHICAGO," located in CHICAGO, County of COOK,
State of ILLINOIS, have voted to change the name of said association to --
"LASALLE NATIONAL BANK," and have complied with all the provisions of the said
Act relative to national banking associations changing their name.
NOW, THEREFORE, IT IS HEREBY CERTIFIED, that the name of the said
association has been changed to -- "LASALLE NATIONAL BANK," and that such change
of name is hereby approved under authority conferred by said Act.
(SEAL) IN TESTIMONY WHEREOF, witness my hand and seal of office this
FIRST day of MAY, 1940.
/s/
------------------------------------
ACTING Comptroller of the Currency.
15
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EXHIBIT 3
AUTHORIZATION TO EXERCISE
CORPORATE TRUST POWERS
16
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BOARD OF GOVERNORS
OF THE
FEDERAL RESERVE SYSTEM [LETTERHEAD]
WASHINGTON
May 9, 1940
LaSalle National Bank,
Chicago, Illinois.
Gentlemen:
The Board of Governors of the Federal Reserve System has been
officially advised by the Comptroller of the Currency that on May 1, 1940,
National Builders Bank of Chicago, Chicago, Illinois, changed its title to
LaSalle National Bank, and accordingly there is enclosed herewith a certificate
showing that LaSalle National Bank has authority to exercise the fiduciary
powers enumerated therein.
Kindly acknowledge receipt of this certificate.
Very truly yours,
S. R. Carpenter
--------------------
S. R. Carpenter,
Assistant Secretary.
Enclosure
17
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BOARD OF GOVERNORS
OF THE
FEDERAL RESERVE SYSTEM
WASHINGTON
I, S. R. Carpenter, Assistant Secretary of the Board of Governors of
the Federal Reserve System (formerly known as the Federal Reserve Board), do
hereby certify that it appears from the records of the Board of Governors of
the Federal Reserve System that:
(1) Pursuant to the authority vested in the Federal Reserve Board by
an Act of Congress approved December 23, 1913, known as the Federal Reserve
Act, as amended, the Federal Reserve Board on December 8, 1927, granted to
National Builders Bank of Chicago, Chicago, Illinois, the right to act, when
not in contravention of State or local law, as trustee, executor,
administrator, registrar of stocks and bonds, guardian of estates, assignee,
receiver, committee of estates of lunatics, or in any other fiduciary capacity
in which State banks, trust companies or other corporations which come into
competition with national banks are permitted to act under the laws of the
State of Illinois;
(2) Under the provisions of an Act of Congress approved May 1, 1886,
National Builders Bank of Chicago, Chicago, Illinois, on May 1, 1940, changed
its title to LaSalle National Bank; and
(3) By virtue of the foregoing, LaSalle National Bank, Chicago,
Illinois, has authority to act, when not in contravention of State or local law,
as trustee, executor, administrator, registrar of stocks and bonds, guardian of
estates, assignee, receiver, committee of estates of lunatics, or in any other
fiduciary capacity in which State banks, trust companies or other corporations
which come into competition with national banks are permitted to act under the
laws of the State of Illinois, subject to regulations prescribed by the Board of
Governors of the Federal Reserve System.
IN WITNESS WHEREOF, I have hereunto subscribed my name and caused the
seal of the Board of Governors of the Federal Reserve System to be affixed at
the City of Washington in the District of Columbia.
/s/ S. R. Carpenter
-------------------
Assistant Secretary.
Dated May 9, 1940
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EXHIBIT 4
BY-LAWS OF LA SALLE NATIONAL BANK
19
<PAGE>
BYLAWS
OF
LA SALLE NATIONAL BANK
CHICAGO, ILLINOIS
LA SALLE NATIONAL BANK (LOGO)
Organized Under the National Banking Laws
of the United States
20
<PAGE>
BYLAWS
of the
LA SALLE NATIONAL BANK
(a National Banking Association which association
is herein referred to as the "bank")
ARTICLE I
MEETINGS OF SHAREHOLDERS
SECTION 1.1. ANNUAL MEETING. The regular annual meeting of the
shareholders for the election of directors and the transaction of whatever other
business may properly come before the meeting, shall be held at the main office
of the Bank, 135 South LaSalle Street, Chicago, Illinois, or such other place as
the Board of Directors may designate, at 9:00 A.M., on the third Wednesday of
March of each year. Notice of such meeting shall be mailed, postage prepaid, at
least ten days prior to the date thereof, addressed to each shareholder at his
address appearing on the books of the Bank. If for any cause, an election of
directors is not made on the said day, the Board of Directors shall order the
election to be held on some subsequent day as soon thereafter as practicable,
according to the provisions of law; and notice thereof shall be given in the
manner herein provided for the annual meeting.
SECTION 1.2. SPECIAL MEETINGS. Except as otherwise specifically
provided by statute, special meetings of the shareholders may be called for any
purpose at anytime by the board of directors or by any three or more
shareholders owning, in the aggregate, not less than ten percent of the stock of
the bank. Every such special meeting, unless otherwise provided by law, shall be
called by mailing, postage pre-paid, not less than ten days prior to the date
fixed for such meeting, to each shareholder at his address appearing on the
books of the bank, a notice stating the purpose of the meeting.
SECTION 1.3. NOMINATIONS FOR DIRECTOR. Nominations for election to the
board of directors may be made by the board of directors or by any shareholder
of any outstanding class of capital stock of the bank entitled to vote for the
election of directors. Nominations, other than those made by or on behalf of the
existing management of the bank, shall be made in writing and shall be delivered
or mailed to the president of the bank and to the Comptroller of the Currency,
Washington, D.C., not less than 14 days nor more than 50 days prior to any
meeting of shareholders called for the election of directors, provided, however,
that if less than 21 days' notice of the meeting is given to the shareholders,
such nomination shall be mailed or delivered to the president of the bank and to
the Comptroller of the Currency not later than the close of business on the
seventh day following the day on which the notice of meeting was mailed, Such
notification shall contain the following information to the extent known to the
21
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notifying shareholder: (a) the name and address of each proposed nominee; (b)
the principal occupation of each proposed nominee; (c) the total number of
shares of capital stock of each proposed nominee; (d) the name and address of
the notifying shareholder, and (e) the number of shares of capital stock of
the bank owned by the notifying shareholder. Nominations not made in
accordance herewith, may, in his discretion, be disregarded by the chairman of
the meeting, and upon his instructions, the vote tellers may disregard all
votes cast for each such nominee.
SECTION 1.4. JUDGES OF ELECTION. Every election of directors shall be
managed by three judges, who shall be appointed by the board of directors prior
to the time of said election. The judges of election shall hold and conduct the
election at which they are appointed to serve; and after the election, they
shall file with the cashier a certificate under their hands, certifying the
result thereof and the names of the directors elected. The judges of election,
at the request of the chairman of the meeting, shall act as tellers of any other
vote by ballot taken at such meeting, and shall certify the result thereof.
SECTION 1.5. PROXIES. Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing, but no officer or employee
of this bank shall act as proxy. Proxies shall be valid only for one meeting, to
be specified therein, and any adjournments of such meeting. Proxies shall be
dated and shall be filed with the records of the meeting.
SECTION 1.6. QUORUM. A majority of the outstanding capital stock,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by law, but less then a quorum may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice. A majority of the votes cast shall decide
every question or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the articles of association.
ARTICLE II
DIRECTORS
SECTION 2.1. BOARD OF DIRECTORS. The board of directors (hereinafter
referred to as the "board"), shall have power to manage and administer the
business affairs of the bank. Except as expressly limited by law, all corporate
powers of the bank shall be vested in and may be exercised by said board.
SECTION 2.2. NUMBER. The board shall consist of not less than five or
more than twenty-five shareholders, the exact number within such minimum and
maximum limits to be fixed and determined from time to time by resolution of a
majority of the full board or by resolution of the shareholders at any meeting
thereof, provided, however, that a majority of the full board may not increase
the number of directors by more than two if the number of directors last
elected by shareholders was fifteen or less and by not more than four where
the number of
22
<PAGE>
directors last elected by shareholders was sixteen or more, provided that in
no event shall the number of directors exceed twenty-five.
SECTION 2.3. ORGANIZATION MEETING. The cashier, upon receiving the
certificate of the judges, of the result of any election, shall notify the
directors-elect of their election and of the time at which they are required to
meet at the main office of the bank for the purpose of organizing the new board
and electing and appointing officers of the bank for the succeeding year. Such
meeting shall be appointed to be held on the day of election or as soon
thereafter as practicable, and, in any event, within thirty days thereof. If, at
the time fixed for such meeting, there shall not be a quorum present the
directors present may adjourn the meeting, from time to time, until a quorum is
obtained.
SECTION 2.4. REGULAR MEETINGS. The regular meetings of the board shall
be held, without notice, on the third Wednesday of each month at the main
office. When any regular meeting of the board falls upon a holiday, the meeting
shall be held on the next banking business day unless the board shall designate
some other day.
SECTION 2.5. SPECIAL MEETINGS. Special meetings of the board may be
called by the chairman of the board, the president, or at the request of three
or more directors. Each member of the board shall be given notice stating the
time and place, by telegram, letter or in person, of each such special meeting.
SECTION 2.6. QUORUM. A majority of the directors shall constitute a
quorum at any meeting, except when otherwise provided by law; but a less number
may adjourn any meeting from time to time, and the meeting may be held, as
adjourned, without further notice.
SECTION 2.7. VACANCIES. When any vacancy occurs among the directors,
the remaining members of the board, in accordance with the laws of the United
States, may appoint a director to fill such vacancy at any regular meeting of
the board, or at a special meeting called for that purpose.
SECTION 2.8. RETIREMENT POLICY. A retirement policy adopted by the
board of directors shall be applicable to directors who are not active
officers of the bank.
ARTICLE III
COMMITTEES OF THE BOARD
SECTION 3.1. EXECUTIVE COMMITTEE. There shall be an executive committee
of the board. The members of the executive committee shall be chosen by the
board from time to time, shall hold office during its pleasure, and shall
consist of the chairman of the board, the chairman of the executive committee
selected by the board, who may but need not be the same person designated to be
president, and the president, ex officio, and not less than seven additional
23
<PAGE>
members of the board who shall not be active officers of the bank. It shall be
the duty of this committee to exercise such powers and perform such duties in
respect to the making of loans and discounts as shall from time to time be
specified by resolution of the board. During such periods as the board shall
not be in session, the executive committee shall have and may exercise all the
powers of the board except such as are by law or by these bylaws required to
be exercised only by the board. The executive committee may make rules for
holding and conducting its meetings and keep in the minute book of the bank a
report of all action taken which shall be submitted for approval at each
regular meeting of the board and the action of the board shall be recorded in
the minutes of that meeting. A quorum of the executive committee shall consist
of not less than five of its members, at least three of whom shall not be
active officers of the bank. The chairman of the board, or in his absence in
the order named if present, the chairman of the executive committee or the
president, may designate any director who is not an active officer of the
bank, or a designated member, to serve as a member of the executive committee
at any specified meeting. Vacancies in the executive committee at any time
existing may be filled by appointment by the board. The board may at any time
revise or change the membership and chairmanship of the executive committee
and make new or additional appointments thereto. The chairman of the executive
committee shall be ex officio a member of all committees except the examining
committee and the trust audit committee, and shall have such other duties as
may from time to time be assigned him by the board.
SECTION 3.2. OFFICERS' COMPENSATION COMMITTEE. There shall be an
officers' compensation committee of the board. The members of the officers'
compensation committee shall consist of the members ex officio provided for in
other sections of these bylaws and not less than three additional non-officer
members of the board who shall be appointed by the board each year at its first
meeting after the directors have been elected and qualified. It shall be the
duty of this committee to study the compensation of all officers of the bank and
from time to time report their recommendations to the board; and such other
duties, if any, as may from time to time be assigned to it by the board. A
majority of the committee, including at least two non-officer members, shall be
necessary for the committee to keep records of its action.
SECTION 3.3. EXAMINING COMMITTEE. There shall be an examining committee
of the board. The members of the examining committee shall consist of the
members ex officio provided for in other sections of these bylaws, but exclusive
of any active officer of the bank and not less than three additional non-officer
members of the board who shall be appointed by the board each year at its first
meeting after the directors have been elected and qualified. It shall be the
duty of this committee to make an examination at least twice each year into the
affairs of the bank or to cause the examinations to be made by accountants (who
may be the bank's own accountants) responsible only to the board in such
examinations, and to report the result of such examinations in writing to the
board at the next regular meeting thereafter, or it may, at its sole discretion,
submit the reports of the national bank examiner or of the Chicago Clearing
House Association examination, with or without additional comments by the
committee itself, for, and in lieu of its personal examinations. Such reports
shall state whether the bank is in sound condition, whether adequate internal
audit controls and procedures are being maintained and
24
<PAGE>
shall recommend to the board such changes in the manner of doing business or
conducting the affairs of the bank as shall be deemed advisable.
SECTION 3.4. OTHER COMMITTEES. The board may appoint, from time to
time, from its own members, other committees of one or more persons, for such
purposes and with such powers as the board may determine.
ARTICLE IV
OFFICERS AND EMPLOYEES
SECTION 4.1. CHAIRMAN OF THE BOARD. The board shall appoint one of its
members to be chairman of the board. The chairman of the board shall supervise
the carrying out of the policies adopted or approved by the board. He shall have
general executive powers, as well as the specific powers conferred by these
bylaws. He shall be ex officio a member of all committees, except the examining
committee and the trust audit committee. He shall have general supervision and
direction of the business, affairs and personnel of the bank. He shall also have
and may exercise such further powers and duties as from time to time may be
conferred upon, or assigned to him by the board.
SECTION 4.2. VICE CHAIRMAN OF THE BOARD. The board may appoint one
of its members to be vice chairman of the board. He shall perform such duties
as may from time to time be assigned to him by the board.
SECTION 4.3. PRESIDENT. The board shall appoint one of its members to
be president of the bank. He shall be the chief executive officer and the chief
administrative officer of the bank and in the absence of the chairman of the
board, he shall preside at any meeting of the board at which he is present. The
president shall have general executive powers, and shall have and may exercise
any and all other powers and duties pertaining by law, regulation, or practice
to the office of president or imposed by these bylaws. He shall be ex officio, a
member of all committees, except the examining committee and trust audit
committee. He shall have general supervision of the business, affairs and
personnel of the bank and in the absence of the chairman of the board, shall
exercise the powers and perform the duties of the chairman of the board. He
shall also have and may exercise such further powers and duties as from time to
time may be conferred upon or assigned to him by the board.
SECTION 4.4. SENIOR OFFICERS. The board May appoint one or more
executive vice presidents and one or more senior vice presidents. Each such
senior officer shall have such powers and duties as may be assigned to him by
the board, the chairman of the board, or the president.
SECTION 4.5. VICE PRESIDENT. The board may appoint one or more vice
presidents. Each vice president shall have such powers and duties as may be
assigned to him by the board, the chairman of the board, or the president.
25
<PAGE>
SECTION 4.6. CASHIER. The board shall appoint a cashier who shall have
such powers and duties as may be assigned to him by the board, the chairman of
the board, or the president. The cashier shall be custodian of the corporate
seal, records, documents and papers of the bank. He shall provide for keeping of
proper records of all transactions of the bank.
SECTION 4.7. SECRETARY. The board shall appoint a secretary who shall
be secretary of the bank. He shall also perform such duties as may be assigned
to him from time to time by the board. The board may appoint a secretary of the
board who shall keep accurate minutes of all meetings. He shall attend to the
giving of all notices; he shall also perform such other duties as may be
assigned to him from time to time by the board.
SECTION 4.8. OTHER OFFICERS. The board may appoint one or more
assistant vice presidents, one or more trust officers, one or more assistant
secretaries, one or more assistant cashiers, and such other officers and
attorneys-in-fact as from time to time may appear to the board to be required or
desirable to transact the business of the bank. Such officers, respectively,
shall exercise such powers and perform such duties as pertain to their several
offices or as may be conferred upon or assigned to them by the board, the
chairman of the board, or the president.
SECTION 4.9. CLERKS AND AGENTS. The chairman of the board, the
president, or any other active officer of the bank authorized by the chairman of
the board, or the president may appoint and dismiss all or any paying tellers,
receiving tellers, note tellers, vault custodians, bookkeepers and other clerks,
agents and employees as they may deem advisable for the prompt and orderly
transaction of the business of the bank, define their duties, fix the salaries
to be paid them and the conditions of their employment.
SECTION 4.10. RESPONSIBILITY FOR MONEYS, ETC. Each of the active
officers and clerks of this bank shall be responsible for all moneys, funds
valuables and property of every kind and description that may from time to time
be entrusted to his care or placed in his hands by the board or others or that
otherwise may come into his possession as an active officer or clerk of this
bank.
SECTION 4.11. SURETY BONDS. All the active officers and clerks of this
bank may be covered by one of the blanket form bonds customarily written by the
surety companies, drawn for such an amount and executed by such surety company,
as the board may from time to time require, and duly approve; or at the
discretion of the board, all such active officers and clerks shall, each for
himself, give such bond, with such security, and in such denominations as the
board may from time to time require and direct All bonds approved by the board
shall assure the faithful and honest discharge of the respective duties of such
active officer or clerk and shall provide that such active officer or clerk
shall faithfully apply and account for all moneys, funds, valuables and property
of every kind and description that may from time to time come into his hands or
be entrusted to his care, and pay over and deliver the same to the order of the
board or to such other person or persons as may be authorized to demand and
receive the same.
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SECTION 4.12. TERM OF OFFICE - OFFICER DIRECTOR. The chairman of the
board, the vice chairman of the board and the president, together with any other
active officers who may be duly elected members of the board, shall hold their
respective offices for the current year for which the board (of which they shall
be members) was elected and until their successors are appointed, unless they
shall resign, be disqualified, or be removed; and any vacancy occurring in the
office of the chairman of the board, the vice chairman of the board, the
president, or in the board, shall, If required by these bylaws, be filled by the
remaining members.
SECTION 4.13. TERM OF OFFICE - OFFICER. The executive vice presidents,
the senior vice presidents, the vice presidents, the assistant vice presidents,
the cashier, the secretary, the trust officers and all other officers and
attorneys-in-fact who are not duly elected members of the board, shall be
appointed to hold their offices, respectively, during the pleasure of the board.
ARTICLE V
TRUST DEPARTMENT
SECTION 5.1. TRUST DEPARTMENT. There shall be a department of the
bank known as the trust department which shall perform the fiduciary
responsibilities of the bank.
SECTION 5.2. TRUST OFFICER. There shall be a senior vice president and
trust officer, or vice president and trust officer of this bank, who shall be
designated as the managing officer of the trust department and whose duties
shall be to manage, supervise and direct all the activities of the trust
department. He shall do, or cause to be done, all things necessary or proper in
carrying on the business of the trust department in accordance with provisions
of law and regulations. He shall act pursuant to opinion of counsel where such
opinion is deemed necessary. Opinions of counsel shall be retained on file in
connection with all important matters pertaining to fiduciary activities. The
trust officer shall be responsible for all assets and documents held by the bank
in connection with fiduciary matters.
The board may appoint such other officers of the trust department as it may
deem necessary, with such duties as may be assigned to them by the board, the
chairman of the board, or the president.
SECTION 5.3. TRUST INVESTMENT COMMITTEE. There shall be appointed by
the board a trust investment committee of this bank composed of not less than
four members, including members ex officio provided for in other sections of
these bylaws, who shall be capable and experienced officers or directors of the
bank. All investments of funds held in a fiduciary capacity shall be made,
retained or disposed of only with the approval of the trust investment
committee; and the committee shall keep minutes of all its meetings, showing the
disposition of all matters considered and passed upon by it. The committee
shall, promptly after the acceptance of an account for which the bank has
investment responsibilities, review the assets thereof, to determine the
advisability of retaining or disposing of such assets. The committee shall
conduct a similar review at least once during each calendar year thereafter and
within fifteen months of the last such review, A report of all such reviews,
together with the action taken
27
<PAGE>
as a result thereof, shall be noted in the minutes of the committee. Three
members of the trust investment committee shall constitute a quorum, and any
action approved by a majority of those present shall constitute the action of
the committee.
SECTION 5.4. TRUST AUDIT COMMITTEE. The board shall appoint a committee
of not less than three directors, including members ex officio provided for in
other sections of these bylaws, exclusive of any active officers of the bank,
which shall at least once during each calendar year and within fifteen months of
the last such audit make suitable audits of the trust department, or cause
suitable audits to be made, by auditors responsible only to the board, and at
such time shall ascertain whether the department has been administered in
accordance with law, Regulation 9, and sound fiduciary principles.
Notwithstanding the provisions of this Section, the board at any time may assign
to the Examining Committee, in addition to the duties of the Examining Committee
set forth in Section 3.3 of these bylaws, all of the duties of the Trust Audit
Committee and during such time as the Examining Committee is performing the
duties of both committees, the Trust Audit Committee shall cease to function as
a committee of this board. The board at any time may reassign the duties
provided for In this Section to the Trust Audit Committee.
SECTION 5.5. TRUST DEPARTMENT FILES. There shall be maintained in the
trust department, files containing all fiduciary records necessary to assure
that its fiduciary responsibilities have been properly undertaken and
discharged.
SECTION 5.6. TRUST INVESTMENTS. Funds held in a fiduciary capacity
shall be invested in accordance with the instrument establishing the fiduciary
relationship and local law. Where such instrument does not specify the character
and class of investments to be made and does not vest in the bank a discretion
in the matter, fund shield pursuant to such instrument shall be invested in
investments in which corporate fiduciaries may invest under local law.
ARTICLE VI
STOCK AND STOCK CERTIFICATES
SECTION 6.1. TRANSFERS. Shares of capital stock shall be transferable
on the books of the bank and a transfer book shall be kept in which all
transfers of stock shall be recorded. Every person becoming a shareholder be
such transfer shall in proportion to his shares, succeed to all rights and
liabilities of the prior holder of such shares.
SECTION 6.2. STOCK CERTIFICATES. Certificates of capital stock shall
bear the signature of any one of, the chairman of the board, or the president
(which may be engraved, printed or impressed) and shall be signed manually or by
facsimile process by the secretary, assistant secretary, cashier, assistant
cashier, or any other officer appointed by the board for that purpose, to be
known as an authorized officer and the seal of the bank shall be engraven
thereon. Each certificate shall recite on its face that the stock represented
thereby is transferable, properly endorsed, only on the books of the bank.
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ARTICLE VIII
CORPORATE SEAL
SECTION 7.1. CORPORATE SEAL. The chairman of the board, the president
the cashier, the secretary or any assistant cashier or assistant secretary, or
other officer thereunto designated by the board, shall have authority to affix
the corporate seal to any document requiring such seal, and to attest the same.
Such seal shall be substantially in the form set forth herein.
ARTICLE VIII
INDEMNIFYING OFFICERS AND DIRECTORS
SECTION 8.1. INDEMNIFYING OFFICERS AND DIRECTORS. Any person, his
heirs, executors or administrators, may be indemnified or reimbursed by the bank
for reasonable expenses actually incurred in connection with any action, suit or
proceeding, civil or criminal, to which he or they shall be made a party by
reason of his being or having been a director, officer or employee of the bank
or of any firm, corporation or organization which he served in any such capacity
at the request of the bank; provided, however, that no person shall be so
indemnified or reimbursed in relation to any matter in such action, suit or
proceeding as to which he shall finally be adjudged to have been guilty of or
liable for negligence or willful misconduct the performance of his duties to the
bank; and, provided further, that no person shall be so indemnified or
reimbursed in relation to any matter in such action, suit or proceeding which
has been made the subject of a compromise settlement except with the approval of
a court of competent jurisdiction, or the holders of record of a majority of the
outstanding shares of the bank, or the board, acting by vote of directors not
parties to the same or substantially the same action suit or proceeding,
constituting a majority of the whole number of the directors. The foregoing
right of indemnification or reimbursement shall not be exclusive of other rights
to which such person, his heirs, executors or administrators, may be entitled as
a matter of law.
ARTICLE IX
MISCELLANEOUS PROVISIONS
SECTION 9.1. FISCAL YEAR. The fiscal year of the bank shall be the
calendar year.
SECTION 9.2. EXECUTION OF INSTRUMENTS. All agreements, indentures,
mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, schedules,
accounts, affidavits, bonds, undertakings, proxies and other instruments or
documents may be signed, executed, acknowledged, verified, delivered or accepted
for the bank by the chairman of the board, or the vice chairman of the board, or
the president or any executive vice president, or any senior vice president, or
any vice president or
29
<PAGE>
the secretary or the cashier, or, if in connection with the exercise of
fiduciary powers of the bank by any of said officers or by any officer in the
trust department. Any such instruments may also be signed, executed,
acknowledged, verified, delivered or accepted for the bank in such other
manner and by such other officers as the board may from time to time direct.
The provisions of this Section 9.2 are supplementary to any other provisions
of these bylaws.
SECTION 9.3. RECORDS. The articles of association, the bylaws, and the
proceedings of all meetings of the shareholders and of the board shall be
recorded in appropriate minute books provided for the purpose; where these
bylaws so provide, the proceedings of standing committees of the board shall be
recorded in appropriate minute books provided for the purpose.
ARTICLE X
EMERGENCIES
SECTION 10.1. CONTINUATION OF BUSINESS. In the event of a state of
emergency of sufficient severity to interfere with the conduct and management of
the affairs of this bank, the officers and employees will continue to conduct
the affairs of the bank under such guidance from the directors as may be
available except as to matters which by statute require specific approval of the
board of directors and subject to conformance with any governmental directives
during the emergency.
SECTION 10.2. DESIGNATION OF PLACE OF BUSINESS. The offices of the bank
at which its business shall be conducted shall be the main office thereof
located at 135 South LaSalle Street, Chicago, Illinois, and any other legally
authorized location which may be leased or acquired by this bank to carry on its
business. During an emergency resulting in any authorized place of business of
this bank being unable to function, the business ordinarily conducted at such
location shall be relocated elsewhere in suitable quarters, in addition to or in
lieu of the locations heretofore mentioned, as may be designated by the board of
directors or by the executive committee or by such persons as are then, in
accordance with resolutions adopted from time to time by the board of directors
dealing with the exercise of authority in the time of such emergency, conducting
the affairs of this bank. Any temporarily relocated place of business of this
bank shall be returned to its legally authorized location as soon as practicable
and such temporary place of business shall then be discontinued.
ARTICLE XI
BYLAWS
SECTION 11.1. INSPECTION. A copy of the bylaws with all amendments
thereto, shall at all times be kept in a convenient place at the main office of
the bank and shall be open for inspection to all shareholders, during banking
hours.
SECTION 11.2. AMENDMENTS. The bylaws may be amended, altered or
repealed, at any regular meeting of the board, by a vote of a majority of the
whole number of the directors.
* * *
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<PAGE>
I __________ hereby certify that I am the __________ Cashier/Secretary
of LaSalle National Bank, Chicago, Illinois and that the foregoing is a true and
correct copy of the bylaws of this bank as amended and that the same are in full
force and effect ____ day of __________ 19__.
-------------------------
Cashier/Secretary
December 15, 1982
(SEAL)
31
<PAGE>
EXHIBIT 5
NOT APPLICABLE
32
<PAGE>
EXHIBIT 6
LaSalle National Bank hereby consents in accordance with the provisions of
Section 321 (b) of the Trust Indenture Act of 1939, that reports of examinations
by Federal, State, Territorial and District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon its request therefor.
LA SALLE NATIONAL BANK
By: /s/ Cynthia Reis
----------------
Cynthia Reis
Vice President
33
<PAGE>
EXHIBIT 7
Latest Report of Condition of
Trustee published pursuant to
law or the requirement of its
surviving or examining authority.
34
<PAGE>
LASALLE NATIONAL BANK
135 SOUTH LASALLE STREET
CHICAGO, IL 60603
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND
STATE-CHARTERED SAVINGS BANKS FOR SEPTEMBER 30, 1998
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
<TABLE>
<CAPTION>
SCHEDULE RC - BALANCE SHEET
Dollar Amounts in Thousands
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from RCFD
Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1) 0081 854,632 1.a
b. Interest-bearing balances (2) 0071 2,761 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 776,008 2.a
b. Available-for-sale securities (from Schedule RC-B, column D) 1773 5,097,883 2.b
3. Federal funds sold and securities purchased under agreements
to resell 1350 121,804 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income RCFD
(from Schedule RC-C) 2122 13,713,766 4.a
b. LESS: Allowance for loan and lease losses 3123 255,039 4.b
c. LESS: Allocated transfer risk reserve 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 13,448,727 4.d
5. Trading assets (from Schedule RC-D) 3545 185,355 5.
6. Premises and fixed assets (including capitalized leases) 2145 117,710 6.
7. Other real estate owned (from Schedule RC-M) 2160 1,752 7.
8. Investments in unconsolidated subsidiaries and associates
companies (from Schedule RC-M) 2130 0 8.
9. Customers' liability to this bank on acceptances outstanding 2155 9,238 9.
10. Intangible assets (from Schedul RC-M) 2143 18,808 10.
11. Other assets (from Schedule RC-F) 2160 490,891 11.
12. Total assets (sum of items 1 through 11) 2170 21,125,589 12. 21,125,569
- ------------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
LaSalle National Bank Call Date: 09/30/1998 ST-BK: 17-1520 FFIEC 031
135 South LaSalle Street
Chicago, IL 60603 Vendor ID: D CERT: 16407
Transit Number: 7100505
</TABLE>
35
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE RC - CONTINUED
DOLLAR AMOUNTS IN THOUSANDS
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of RCON
columns A and C from Schedule RC-E, part 1) 2200 10,157,995 13.a
RCON
(1) Noninterest-bearing (1) 6631 2,259,453 13.a.1
(2) Interest bearing 6636 7,898,542 13.a.2
RCFN
b. In foreign offices, Edge and Agreement
subsidiaries, and IBFs (from Schedule RC-E, 2200 2,895,504 13.b
part II)
RCFN
(1) Noninterest-bearing 6631 0 13.b.1
(2) Interest-bearing 6636 2,895,504 13.b.2
RCFD
14. Federal funds purchased and securities sold 2800 2,285,603 14.
under agreements to repurchase
RCON
15. a. Demand notes issued to the U.S. Treasury 2840 884,385 15.a
RCFD
b. Trading liabilities (from Schedule RC-D) 3548 59,393 15.b
16. Other borrowed money (includes mortgage
indebtedness and obligations under capitalized
leases):
a. With a remaining maturity of one year or less 2332 2,620,485 16.a
b. With a remaining maturity of more than one
year through three years A547 12,665 16.b
c. With a remaining maturity of more than three
years. A548 48,990 16.c
17. Not applicable.
18. Bank's liability on acceptances executed and
outstanding 2920 9,238 18.
19. Subordinated notes and debentures (2) 3200 481,000 19.
20. Other liabilities (from Schedule RC-G) 2930 358,535 20.
21. Total liabilities (sum of items 13 through 20) 2948 19,811,693 21.
22. Not applicable.
EQUITY CAPITAL
RCFD
23. Perpetual preferred stock and related surplus 3838 0 23.
24. Common stock 3230 26,911 24.
25. Surplus (exclude all surplus related to
preferred stock) 3839 351,756 25.
26. a. Undivided profits and capital reserves 3632 927,775 26.a
b. Net unrealized holding gains (losses) on
available-for-sale securities 8434 7,434 26.b
27. Cumulative foreign currency translation
adjustments 3284 0 27.
28. Total equity capital (sum of items 23 through 27) 3210 1,313,876 28.
29. Total liabilities and equity capital (sum of
items 21 and 28) 3300 21,125,569 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 RCFD NUMBER
for the bank by independent external auditors as 6724 N/A M.1
of any date during 1997
1 = Independent audit of the bank conducted in accordance with 4 = Directors' examination of the bank performed by
generally accepted auditing standards by a certified public other external auditors (may be required by state
accounting firm which submits a report on the bank chartering authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by
conducted in accordance with generally accepted auditing external auditors
standards by a certified public accounting firm which submits a 6 = Compilation of the bank's financial statements by
report on the consolidated holding company (but not on the bank external auditors
separately) 7 = Other audit procedures (excluding tax preparation
work)
8 = No external audit work
3 = Directors' examination of the bank conducted in 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.
(2) Includes limited-life preferred stock and related surplus.
36
<PAGE>
EXHIBIT 8
NOT APPLICABLE
37
<PAGE>
EXHIBIT 9
NOT APPLICABLE
38
