<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 16, 1998.
REGISTRATION STATEMENT NO. 333-66973
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
Amendment No. 1 to
FORM F-4
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
------------------------------------
AERCO LIMITED
(Exact name of Registrant as specified in its charter)
JERSEY, CHANNEL ISLANDS
(Jurisdiction of organization)
7359
(Primary Standard Industrial Classification Code Number)
N/A
(I.R.S. Employer Identification Number)
AERCO LIMITED
22 GRENVILLE STREET
ST. HELIER
JERSEY, JE4 8PX
CHANNEL ISLANDS
ATTENTION: COMPANY SECRETARY
(01144 1534) 609 000
(Address and telephone number of Registrant's principal executive offices)
------------------------------------
CORPORATION SERVICE COMPANY
375 HUDSON STREET
NEW YORK, NY 10014-3666
(212) 463-2700
(Name, address and telephone number of agent for service)
Copy to:
THOMAS J. REID, ESQ.
DAVIS POLK & WARDWELL
1 FREDERICK'S PLACE
LONDON EC2R 8AB
ENGLAND
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the Registration Statement becomes effective.
------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED PER NOTE(1) OFFERING PRICE(1) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------
Notes due July 15, 2023................ $800,000,000 100% $800,000,000 $222,400
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(f) under the Securities Act of 1933.
------------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Except as hereinafter set forth, there is no provision of AerCo Limited's
Memorandum and Articles of Association, or of any contract, arrangement or
statute under which any director, trustee or officer of AerCo Limited is insured
or indemnified in any manner against any liability that he may incur in his
capacity as such.
AerCo Limited's Articles of Association provide that AerCo Limited shall
indemnify every present and former director of AerCo Limited against any loss or
liability incurred by reason of being or having been a director of AerCo Limited
to the fullest extent permitted by Jersey law. Article 77 of the Companies
(Jersey) Law 1991 ("Article 77") permits a Jersey company to indemnify each
director of that company against, among others, any liabilities incurred in
defending any proceedings (whether civil or criminal) (i) in which judgment is
given in his favor or he is acquitted, or (ii) which are discontinued otherwise
than for some benefit conferred by him (or on his behalf) or for some detriment
suffered by him, or (iii) which are settled on terms which include such benefit
or detriment and, in the opinion of a majority of the directors of the company
(excluding any director who conferred such benefit or on whose behalf such
benefit was conferred or who suffered such detriment), the director was
substantially successful on the merits in this resistance to the proceedings.
AerCo Limited may purchase and maintain, in the name of and at the expense
of AerCo Limited, insurance for the benefit of any person who is or was a
director or officer of AerCo Limited or is or was serving at the request of
AerCo Limited as a director or officer in another corporation, partnership,
joint venture, trust or other enterprise against any liability incurred by him
or her in any such capacity, or arising out of such person's status as such,
whether or not AerCo Limited would have the power to indemnify him or her
against such liability under Article 77.
ITEM 21. EXHIBITS
(a) Exhibits
The following is a list of exhibits to this Registration Statement:
<TABLE>
<C> <S>
3.1 Memorandum and Articles of Association of AerCo**
4.1 Indenture dated as of July 15, 1998 by and among AerCo and
Bankers Trust Company, as Trustee with respect to the
Notes**
4.2 Form of Global Note (included in Exhibit 4.1)**
4.3 Registration Rights Agreement dated July 15, 1998 by and
between AerCo and Morgan Stanley & Co. International
Limited**
5.1 Opinion of Davis Polk & Wardwell as to the legality of the
securities being registered hereby*
8.1 Opinion of Davis Polk & Wardwell as to certain U.S. Federal
income tax matters (included in Exhibit 5.1)*
8.2 Opinion of KPMG as to certain Irish tax matters*
8.3 Opinion of McCann FitzGerald as to certain Irish tax
matters*
8.4 Opinion of Mourant du Feu & Jeune as to certain Jersey tax
matters*
9.1 AerCo Charitable Trust Instrument**
9.2 Shareholders Undertaking between Mourant & Co. Trustees
Limited as trustee of AerCo Holding Trusts the Nominees, GPA
Group, AerCo and the Trustee**
10.1 Administrative Agency Agreement dated as of July 15, 1998
among AerCo, GPA Administrative Services Limited, as
Administrative Agent, Bankers Trust Company, as Security
Trustee and each subsidiary of AerCo**
</TABLE>
II-1
<PAGE> 3
<TABLE>
<C> <S>
10.2 Cash Management Agreement dated as of July 15, 1998 among
AerCo, Bankers Trust Company, as Security Trustee, GPA Cash
Manager II Limited, as Cash Manager and each subsidiary of
AerCo**
10.3 Security Trust Agreement dated as of July 15, 1998 among
AerCo, Bankers Trust Company, as Security Trustee and as
Trustee, GPA Cash Manager II Limited, as Cash Manager, GPA
Administrative Services Limited, as Administrative Agent and
each subsidiary of AerCo**
10.4 Reference Agency Agreement dated as of July 15, 1998 among
AerCo, Bankers Trust Company, as Reference Agent and as
Trustee and GPA Administrative Services Limited, as
Administrative Agent**
10.5 Servicing Agreement dated as of July 15, 1998 among AerCo,
Babcock & Brown Limited as Administrative Agent and each
subsidiary of AerCo**
10.6 Share Purchase Agreement dated July 15, 1998 between AerCo,
GPA and Skyscape Limited**
10.7 Deposit Agreement dated as of July 15, 1998 between AerCo
and Bankers Trust Company, as book-entry depositary**
21.1 Subsidiaries of AerCo**
23.1 Consent of Davis Polk & Wardwell (included in Exhibit 5.1)**
23.2 Consent of Aircraft Information Services, Inc.**
23.3 Consent of BK Associates, Inc.**
23.4 Consent of Airclaims Limited**
23.5 Consent of Arthur Andersen, Chartered Accountants**
23.6 Consent of KPMG (included in Exhibit 8.5)*
23.7 Consent of McCann FitzGerald (included in Exhibit 8.3)*
23.8 Consent of Mourant du Feu & Jeune (included in Exhibit 8.4)*
24.1 Directors' Power of Attorney (included in signature pages)**
25.1 Statement of Eligibility of Bankers Trust Company, as
Trustee, under the Indenture to be qualified under the Trust
Indenture Act of 1939
99.1 Form of Letter of Transmittal**
99.2 Form of Notice of Guaranteed Delivery**
99.3 Form of Letters to DTC Participants**
99.4 Form of Letter to Clients and Form of Instruction to
Book-Entry Transfer Participant**
99.5 Appraisal of Aircraft Information Services, Inc. relating to
the Aircraft**
99.6 Appraisal of BK Associates, Inc. relating to the Aircraft**
99.7 Appraisal of Airclaims Limited relating to the Aircraft**
</TABLE>
* To be filed by amendment.
** Previously filed.
(b) Financial Statement Schedules
Independent Auditors' Report on Schedule
Schedule II -- Valuation and Qualifying Accounts
ITEM 22. UNDERTAKINGS.
(b) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-2
<PAGE> 4
(c) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each of the registrant's
annual reports pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of any employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(d) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 20 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant, AerCo
Limited, has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in Dublin, Ireland, on November
16, 1998.
AERCO LIMITED
By: /s/ FREDERICK W. BRADLEY, JR.
------------------------------------
Independent Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Frederick W. Bradley, Jr., Kenneth N. Peters, G.
Adrian Robinson, Edward Hansom and Rose Hynes his/her true and lawful
attorneys-in-fact and agent, each acting alone, with full powers of substitution
and resubstitution, for him/her and in his/her name, place and stead, in any and
all capacities, to sign any and all amendments to this Registration Statement,
including post-effective amendments, as well as any related registration
statement (or amendment thereto) and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, and hereby ratifies and confirms all
his/her said attorneys-in-fact and agents or any of them or his/her substitute
or substitutes may lawfully do or cause to be done by virtue thereof.
The Power of Attorney may be executed in multiple counterparts, each of
which shall be deemed an original, but which taken together shall constitute one
instrument.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the following
capacities on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ FREDERICK W. BRADLEY, JR. Independent Director November 16, 1998
- ----------------------------------------------------- (principal executive
Frederick W. Bradley, Jr. officer)
/s/ KENNETH N. PETERS Independent Director November 16, 1998
- ----------------------------------------------------- (principal accounting
Kenneth N. Peters officer)
/s/ G. ADRIAN ROBINSON Independent Director November 16, 1998
- ----------------------------------------------------- (principal financial
G. Adrian Robinson officer)
/s/ EDWARD HANSOM Director November 16, 1998
- -----------------------------------------------------
Edward Hansom
/s/ ROSE HYNES Director November 16, 1998
- -----------------------------------------------------
Rose Hynes
Authorized Representative in the United States
/s/ FREDERICK W. BRADLEY, JR.
- -----------------------------------------------------
Name: Frederick W. Bradley, Jr.
</TABLE>
II-4
<PAGE> 1
____________________________________________________________________________
UNITED STATES
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)____
BANKERS TRUST COMPANY
(Exact name of trustee as specified in its charter)
NEW YORK 13-4941247
(Jurisdiction of Incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification no.)
FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
(Address of principal (Zip Code)
executive offices)
BANKERS TRUST COMPANY
LEGAL DEPARTMENT
130 LIBERTY STREET, 31ST FLOOR
NEW YORK, NEW YORK 10006
(212) 250-2201
(Name, address and telephone number of agent for service)
AERCO LIMITED
(Exact name of obligor as specified in its charter)
JERSEY, CHANNEL ISLANDS N/A
(State or other jurisdiction of (I.R.S. employer
Incorporation or organization) Identification no.)
AERCO LIMITED
C/O MOURANT & CO.
SECRETARIES LIMITED
22 GRENVILLE STREET
ST. HELIER
JERSEY, JE4 8PX
CHANNEL ISLANDS
(Address of principal executive offices)
AERCO LIMITED
NOTES
(Title of the indenture securities)
<PAGE> 2
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee.
(a) Name and address of each examining or supervising authority to
which it is subject.
NAME ADDRESS
Federal Reserve Bank (2nd District) New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, NY
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the Trustee, describe each such
affiliation.
None.
ITEM 3.-15. NOT APPLICABLE
ITEM 16. LIST OF EXHIBITS.
EXHIBIT 1 - Restated Organization Certificate of Bankers Trust Company dated
August 7, 1990, Certificate of Amendment of the Organization
Certificate of Bankers Trust Company dated June 21, 1995 -
Incorporated herein by reference to Exhibit 1 filed with Form T-1
Statement, Registration No. 33-65171, Certificate of Amendment of
the Organization Certificate of Bankers Trust Company dated March
20, 1996, incorporated by reference to Exhibit 1 filed with Form T-1
Statement, Registration No. 333-25843, Certificate of Amendment of
the Organization Certificate of Bankers Trust Company dated June 19,
1997, incorporated by reference to Exhibit 1 filed with Form T-1
Statement, Registration No. 333-45229 and Certificate of Amendment
of the Organization Certificate of Bankers Trust Company dated March
26, 1998, copy attached.
EXHIBIT 2 - Certificate of Authority to commence business - Incorporated herein
by reference to Exhibit 2 filed with Form T-1 Statement,
Registration No. 33-21047.
EXHIBIT 3 - Authorization of the Trustee to exercise corporate trust powers -
Incorporated herein by reference to Exhibit 2 filed with Form T-1
Statement, Registration No. 33-21047.
EXHIBIT 4 - Existing By-Laws of Bankers Trust Company, as amended on November
18, 1997. Copy attached.
<PAGE> 3
EXHIBIT 5 - Not applicable.
EXHIBIT 6 - Consent of Bankers Trust Company required by Section 321(b) of
the Act. - Incorporated herein by reference to Exhibit 4 filed
with Form T-1 Statement, Registration No. 22-18864.
EXHIBIT 7 - The latest report of condition of Bankers Trust Company dated as
of March 31, 1998. Copy attached.
EXHIBIT 8 - Not Applicable.
EXHIBIT 9 - Not Applicable.
-2-
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bankers Trust Company, a corporation organized and
existing under the laws of the State of New York, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in The City of New York, and State of New York,
on the 4th day of November, 1998.
BANKERS TRUST COMPANY
By: _______________________________
Louis Bodi
Vice President
-3-
<PAGE> 5
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bankers Trust Company, a corporation organized and
existing under the laws of the State of New York, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in The City of New York, and State of New York,
on the 4th day of November, 1998.
BANKERS TRUST COMPANY
By: Louis Bodi
______________________________
Louis Bodi
Vice President
-4-
<PAGE> 6
State of New York,
Banking Department
I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New York,
DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF AMENDMENT OF
THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY UNDER SECTION 8005 OF THE
BANKING LAW," dated March 18, 1998, providing for an increase in authorized
capital stock from $2,351,666,670 consisting of 135,166,667 shares with a par
value of $10 each designated as Common Stock and 1000 shares with a par value
of $1,000,000 each designated as Series Preferred Stock to $2,501,666,670
consisting of 150,166,667 shares with a par value of $10 each designated as
Common Stock and 1,000 shares with a par value of $1,000,000 each designated as
Series Preferred Stock.
WITNESS, my hand and official seal of the Banking Department at the City of New
York,
this 26TH day of MARCH in the Year of our Lord
one thousand nine hundred and NINETY-EIGHT.
Manuel Kursky
______________________________
Deputy Superintendent of Banks
<PAGE> 7
CERTIFICATE OF AMENDMENT
OF THE
ORGANIZATION CERTIFICATE
OF BANKERS TRUST
Under Section 8005 of the Banking Law
_____________________________
We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and an Assistant Secretary of Bankers Trust Company, do hereby
certify:
1. The name of the corporation is Bankers Trust Company.
2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of March, 1903.
3. The organization certificate as heretofore amended is hereby amended
to increase the aggregate number of shares which the corporation shall have
authority to issue and to increase the amount of its authorized capital stock
in conformity therewith.
4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock
outstanding, which reads as follows:
"III. The amount of capital stock which the corporation is hereafter to
have is Two Billion, Three Hundred and Fifty One Million, Six Hundred
Sixty-Six Thousand, Six Hundred Seventy Dollars ($2,351,666,670), divided
into One Hundred Thirty Five Million, One Hundred Sixty-Six Thousand, Six
Hundred Sixty-Seven (135,166,667) shares with a par value of $10 each
designated as Common Stock and 1000 shares with a par value of One Million
Dollars ($1,000,000) each designated as Series Preferred Stock."
is hereby amended to read as follows:
"III. The amount of capital stock which the corporation is hereafter to
have is Two Billion Five Hundred and One Million, Six Hundred Sixty-Six
Thousand, Six Hundred Seventy Dollars ($2,501,666,670), divided into One
Hundred Fifty Million, One Hundred Sixty-Six Thousand, Six Hundred
Sixty-Seven (150,166,667) shares with a par value of $10 each designated as
Common Stock and 1000 shares with a par value of One Million Dollars
($1,000,000) each designated as Series Preferred Stock."
<PAGE> 8
6. The foregoing amendment of the organization certificate was
authorized by unanimous written consent signed by the holder of all outstanding
shares entitled to vote thereon.
IN WITNESS WHEREOF, we have made and subscribed this certificate this 18th
day of March, 1998.
James T. Byrne, Jr.
_______________________________
James T. Byrne, Jr.
Managing Director and Secretary
Lea Lahtinen
_______________________________
Lea Lahtinen
Vice President and Assistant Secretary
State of New York )
) ss:
County of New York )
Lea Lahtinen, being fully sworn, deposes and says that she is a Vice
President and an Assistant Secretary of Bankers Trust Company, the corporation
described in the foregoing certificate; that she has read the foregoing
certificate and knows the contents thereof, and that the statements herein
contained are true.
Lea Lahtinen
__________________________
Lea Lahtinen
Sworn to before me this 18th day
of March, 1998.
Sandra L. West
_______________________
Notary Public
SANDRA L. WEST
Notary Public State of New York
No. 31-4942101
Qualified in New York County
Commission Expires September 19, 1998
<PAGE> 9
BY-LAWS
NOVEMBER 18, 1997
BANKERS TRUST COMPANY
NEW YORK
<PAGE> 10
BY-LAWS
OF
BANKERS TRUST COMPANY
ARTICLE I
MEETINGS OF STOCKHOLDERS
SECTION 1. The annual meeting of the stockholders of this Company shall be held
at the office of the Company in the Borough of Manhattan, City of New York, on
the third Tuesday in January of each year, for the election of directors and
such other business as may properly come before said meeting.
SECTION 2. Special meetings of stockholders other than those regulated by
statute may be called at any time by a majority of the directors. It shall be
the duty of the Chairman of the Board, the Chief Executive Officer or the
President to call such meetings whenever requested in writing to do so by
stockholders owning a majority of the capital stock.
SECTION 3. At all meetings of stockholders, there shall be present, either in
person or by proxy, stockholders owning a majority of the capital stock of the
Company, in order to constitute a quorum, except at special elections of
directors, as provided by law, but less than a quorum shall have power to
adjourn any meeting.
SECTION 4. The Chairman of the Board or, in his absence, the Chief Executive
Officer or, in his absence, the President or, in their absence, the senior
officer present, shall preside at meetings of the stockholders and shall direct
the proceedings and the order of business. The Secretary shall act as
secretary of such meetings and record the proceedings.
ARTICLE II
DIRECTORS
SECTION 1. The affairs of the Company shall be managed and its corporate powers
exercised by a Board of Directors consisting of such number of directors, but
not less than ten nor more than twenty-five, as may from time to time be fixed
by resolution adopted by a majority of the directors then in office, or by the
stockholders. In the event of any increase in the number of directors,
additional directors may be elected within the limitations so fixed, either by
the stockholders or within the limitations imposed by law, by a majority of
directors then in office. One-third of the number of directors, as fixed from
time to time, shall constitute a quorum. Any one or more members of the Board
of Directors or any Committee thereof may participate in a meeting of the Board
of Directors or Committee thereof by means of a conference telephone or similar
communications equipment which allows all persons participating in the meeting
to hear each other at the same time. Participation by such means shall
constitute presence in person at such a meeting.
<PAGE> 11
All directors hereafter elected shall hold office until the next annual meeting
of the stockholders and until their successors are elected and have qualified.
No person who shall have attained age 72 shall be eligible to be elected or
re-elected a director. Such director may, however, remain a director of the
Company until the next annual meeting of the stockholders of Bankers Trust New
York Corporation (the Company's parent) so that such director's retirement will
coincide with the retirement date from Bankers Trust New York Corporation.
No Officer-Director who shall have attained age 65, or earlier relinquishes his
responsibilities and title, shall be eligible to serve as a director.
SECTION 2. Vacancies not exceeding one-third of the whole number of the Board
of Directors may be filled by the affirmative vote of a majority of the
directors then in office, and the directors so elected shall hold office for
the balance of the unexpired term.
SECTION 3. The Chairman of the Board shall preside at meetings of the Board of
Directors. In his absence, the Chief Executive Officer or, in his absence,
such other director as the Board of Directors from time to time may designate
shall preside at such meetings.
SECTION 4. The Board of Directors may adopt such Rules and Regulations for the
conduct of its meetings and the management of the affairs of the Company as it
may deem proper, not inconsistent with the laws of the State of New York, or
these By-Laws, and all officers and employees shall strictly adhere to, and be
bound by, such Rules and Regulations.
SECTION 5. Regular meetings of the Board of Directors shall be held from time
to time on the third Tuesday of the month. If the day appointed for holding
such regular meetings shall be a legal holiday, the regular meeting to be held
on such day shall be held on the next business day thereafter. Special
meetings of the Board of Directors may be called upon at least two day's notice
whenever it may be deemed proper by the Chairman of the Board or, the Chief
Executive Officer or, in their absence, by such other director as the Board of
Directors may have designated pursuant to Section 3 of this Article, and shall
be called upon like notice whenever any three of the directors so request in
writing.
SECTION 6. The compensation of directors as such or as members of committees
shall be fixed from time to time by resolution of the Board of Directors.
<PAGE> 12
ARTICLE III
COMMITTEES
SECTION 1. There shall be an Executive Committee of the Board consisting of not
less than five directors who shall be appointed annually by the Board of
Directors. The Chairman of the Board shall preside at meetings of the
Executive Committee. In his absence, the Chief Executive Officer or, in his
absence, such other member of the Committee as the Committee from time to time
may designate shall preside at such meetings.
The Executive Committee shall possess and exercise to the extent permitted by
law all of the powers of the Board of Directors, except when the latter is in
session, and shall keep minutes of its proceedings, which shall be presented to
the Board of Directors at its next subsequent meeting. All acts done and
powers and authority conferred by the Executive Committee from time to time
shall be and be deemed to be, and may be certified as being, the act and under
the authority of the Board of Directors.
A majority of the Committee shall constitute a quorum, but the Committee may
act only by the concurrent vote of not less than one-third of its members, at
least one of whom must be a director other than an officer. Any one or more
directors, even though not members of the Executive Committee, may attend any
meeting of the Committee, and the member or members of the Committee present,
even though less than a quorum, may designate any one or more of such directors
as a substitute or substitutes for any absent member or members of the
Committee, and each such substitute or substitutes shall be counted for quorum,
voting, and all other purposes as a member or members of the Committee.
SECTION 2. There shall be an Audit Committee appointed annually by resolution
adopted by a majority of the entire Board of Directors which shall consist of
such number of directors, who are not also officers of the Company, as may from
time to time be fixed by resolution adopted by the Board of Directors. The
Chairman shall be designated by the Board of Directors, who shall also from
time to time fix a quorum for meetings of the Committee. Such Committee shall
conduct the annual directors' examinations of the Company as required by the
New York State Banking Law; shall review the reports of all examinations made
of the Company by public authorities and report thereon to the Board of
Directors; and shall report to the Board of Directors such other matters as it
deems advisable with respect to the Company, its various departments and the
conduct of its operations.
In the performance of its duties, the Audit Committee may employ or retain,
from time to time, expert assistants, independent of the officers or personnel
of the Company, to make studies of the Company's assets and liabilities as the
Committee may request and to make an examination of the accounting and auditing
methods of the Company and its system of internal protective controls to the
extent considered necessary or advisable in order to determine that the
operations of the Company, including its fiduciary departments, are being
audited by the General Auditor in such a manner as to provide prudent and
adequate protection. The Committee also may direct the General Auditor to make
such investigation as it deems necessary or advisable with respect to the
Company, its various departments and the conduct of its operations. The
Committee shall hold regular quarterly meetings and during the intervals
thereof shall meet at other times on call of the Chairman.
<PAGE> 13
SECTION 3. The Board of Directors shall have the power to appoint any other
Committees as may seem necessary, and from time to time to suspend or continue
the powers and duties of such Committees. Each Committee appointed pursuant to
this Article shall serve at the pleasure of the Board of Directors.
ARTICLE IV
OFFICERS
SECTION 1. The Board of Directors shall elect from among their number a
Chairman of the Board and a Chief Executive Officer; and shall also elect a
President, and may also elect a Senior Vice Chairman, one or more Vice
Chairmen, one or more Executive Vice Presidents, one or more Senior Managing
Directors, one or more Managing Directors, one or more Senior Vice Presidents,
one or more Principals, one or more Vice Presidents, one or more General
Managers, a Secretary, a Controller, a Treasurer, a General Counsel, one or
more Associate General Counsels, a General Auditor, a General Credit Auditor,
and one or more Deputy Auditors, who need not be directors. The officers of
the corporation may also include such other officers or assistant officers as
shall from time to time be elected or appointed by the Board. The Chairman of
the Board or the Chief Executive Officer or, in their absence, the President,
the Senior Vice Chairman or any Vice Chairman, may from time to time appoint
assistant officers. All officers elected or appointed by the Board of
Directors shall hold their respective offices during the pleasure of the Board
of Directors, and all assistant officers shall hold office at the pleasure of
the Board or the Chairman of the Board or the Chief Executive Officer or, in
their absence, the President, the Senior Vice Chairman or any Vice Chairman.
The Board of Directors may require any and all officers and employees to give
security for the faithful performance of their duties.
SECTION 2. The Board of Directors shall designate the Chief Executive Officer
of the Company who may also hold the additional title of Chairman of the Board,
President, Senior Vice Chairman or Vice Chairman and such person shall have,
subject to the supervision and direction of the Board of Directors or the
Executive Committee, all of the powers vested in such Chief Executive Officer
by law or by these By-Laws, or which usually attach or pertain to such office.
The other officers shall have, subject to the supervision and direction of the
Board of Directors or the Executive Committee or the Chairman of the Board or,
the Chief Executive Officer, the powers vested by law or by these By-Laws in
them as holders of their respective offices and, in addition, shall perform
such other duties as shall be assigned to them by the Board of Directors or the
Executive Committee or the Chairman of the Board or the Chief Executive
Officer.
The General Auditor shall be responsible, through the Audit Committee, to the
Board of Directors for the determination of the program of the internal audit
function and the evaluation of the adequacy of the system of internal controls.
Subject to the Board of Directors, the General Auditor shall have and may
exercise all the powers and shall perform all the duties usual to such office
and shall have such other powers as may be prescribed or assigned to him from
time to time by the Board of Directors or vested in him by law or by these
By-Laws. He shall perform such other duties and shall make such
investigations, examinations and reports as may be prescribed or required by
the Audit Committee. The General Auditor shall have unrestricted access to all
records and premises of the Company and shall delegate such authority to his
subordinates. He shall have the duty to report to the Audit Committee on all
matters concerning the internal audit
<PAGE> 14
program and the adequacy of the system of internal controls of the Company
which he deems advisable or which the Audit Committee may request.
Additionally, the General Auditor shall have the duty of reporting
independently of all officers of the Company to the Audit Committee at least
quarterly on any matters concerning the internal audit program and the adequacy
of the system of internal controls of the Company that should be brought to the
attention of the directors except those matters responsibility for which has
been vested in the General Credit Auditor. Should the General Auditor deem any
matter to be of special immediate importance, he shall report thereon forthwith
to the Audit Committee. The General Auditor shall report to the Chief
Financial Officer only for administrative purposes.
The General Credit Auditor shall be responsible to the Chief Executive Officer
and, through the Audit Committee, to the Board of Directors for the systems of
internal credit audit, shall perform such other duties as the Chief Executive
Officer may prescribe, and shall make such examinations and reports as may be
required by the Audit Committee. The General Credit Auditor shall have
unrestricted access to all records and may delegate such authority to
subordinates.
SECTION 3. The compensation of all officers shall be fixed under such plan or
plans of position evaluation and salary administration as shall be approved
from time to time by resolution of the Board of Directors.
SECTION 4. The Board of Directors, the Executive Committee, the Chairman of the
Board, the Chief Executive Officer or any person authorized for this purpose by
the Chief Executive Officer, shall appoint or engage all other employees and
agents and fix their compensation. The employment of all such employees and
agents shall continue during the pleasure of the Board of Directors or the
Executive Committee or the Chairman of the Board or the Chief Executive Officer
or any such authorized person; and the Board of Directors, the Executive
Committee, the Chairman of the Board, the Chief Executive Officer or any such
authorized person may discharge any such employees and agents at will.
<PAGE> 15
ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
SECTION 1. The Company shall, to the fullest extent permitted by Section 7018
of the New York Banking Law, indemnify any person who is or was made, or
threatened to be made, a party to an action or proceeding, whether civil or
criminal, whether involving any actual or alleged breach of duty, neglect or
error, any accountability, or any actual or alleged misstatement, misleading
statement or other act or omission and whether brought or threatened in any
court or administrative or legislative body or agency, including an action by
or in the right of the Company to procure a judgment in its favor and an action
by or in the right of any other corporation of any type or kind, domestic or
foreign, or any partnership, joint venture, trust, employee benefit plan or
other enterprise, which any director or officer of the Company is servicing or
served in any capacity at the request of the Company by reason of the fact that
he, his testator or intestate, is or was a director or officer of the Company,
or is serving or served such other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity, against
judgments, fines, amounts paid in settlement, and costs, charges and expenses,
including attorneys' fees, or any appeal therein; provided, however, that no
indemnification shall be provided to any such person if a judgment or other
final adjudication adverse to the director or officer establishes that (i) his
acts were committed in bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the cause of action so
adjudicated, or (ii) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.
SECTION 2. The Company may indemnify any other person to whom the Company is
permitted to provide indemnification or the advancement of expenses by
applicable law, whether pursuant to rights granted pursuant to, or provided by,
the New York Banking Law or other rights created by (i) a resolution of
stockholders, (ii) a resolution of directors, or (iii) an agreement providing
for such indemnification, it being expressly intended that these By-Laws
authorize the creation of other rights in any such manner.
SECTION 3. The Company shall, from time to time, reimburse or advance to any
person referred to in Section 1 the funds necessary for payment of expenses,
including attorneys' fees, incurred in connection with any action or proceeding
referred to in Section 1, upon receipt of a written undertaking by or on behalf
of such person to repay such amount(s) if a judgment or other final
adjudication adverse to the director or officer establishes that (i) his acts
were committed in bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the cause of action so
adjudicated, or (ii) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.
SECTION 4. Any director or officer of the Company serving (i) another
corporation, of which a majority of the shares entitled to vote in the election
of its directors is held by the Company, or (ii) any employee benefit plan of
the Company or any corporation referred to in clause (i) in any capacity shall
be deemed to be doing so at the request of the Company. In all other cases,
the provisions of this Article V will apply (i) only if the person serving
another corporation or any partnership, joint venture, trust, employee benefit
plan or other enterprise so served at the specific request of the Company,
evidenced by a written communication signed by the Chairman of the Board, the
Chief Executive Officer or the
<PAGE> 16
President, and (ii) only if and to the extent that, after making such efforts
as the Chairman of the Board, the Chief Executive Officer or the President
shall deem adequate in the circumstances, such person shall be unable to obtain
indemnification from such other enterprise or its insurer.
SECTION 5. Any person entitled to be indemnified or to the reimbursement or
advancement of expenses as a matter of right pursuant to this Article V may
elect to have the right to indemnification (or advancement of expenses)
interpreted on the basis of the applicable law in effect at the time of
occurrence of the event or events giving rise to the action or proceeding, to
the extent permitted by law, or on the basis of the applicable law in effect at
the time indemnification is sought.
SECTION 6. The right to be indemnified or to the reimbursement or advancement
of expense pursuant to this Article V (i) is a contract right pursuant to which
the person entitled thereto may bring suit as if the provisions hereof were set
forth in a separate written contract between the Company and the director or
officer, (ii) is intended to be retroactive and shall be available with respect
to events occurring prior to the adoption hereof, and (iii) shall continue to
exist after the rescission or restrictive modification hereof with respect to
events occurring prior thereto.
SECTION 7. If a request to be indemnified or for the reimbursement or
advancement of expenses pursuant hereto is not paid in full by the Company
within thirty days after a written claim has been received by the Company, the
claimant may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim and, if successful in whole or in part, the
claimant shall be entitled also to be paid the expenses of prosecuting such
claim. Neither the failure of the Company (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of or
reimbursement or advancement of expenses to the claimant is proper in the
circumstance, nor an actual determination by the Company (including its Board
of Directors, independent legal counsel, or its stockholders) that the claimant
is not entitled to indemnification or to the reimbursement or advancement of
expenses, shall be a defense to the action or create a presumption that the
claimant is not so entitled.
SECTION 8. A person who has been successful, on the merits or otherwise, in the
defense of a civil or criminal action or proceeding of the character described
in Section 1 shall be entitled to indemnification only as provided in Sections
1 and 3, notwithstanding any provision of the New York Banking Law to the
contrary.
<PAGE> 17
ARTICLE VI
SEAL
SECTION 1. The Board of Directors shall provide a seal for the Company, the
counterpart dies of which shall be in the charge of the Secretary of the
Company and such officers as the Chairman of the Board, the Chief Executive
Officer or the Secretary may from time to time direct in writing, to be affixed
to certificates of stock and other documents in accordance with the directions
of the Board of Directors or the Executive Committee.
SECTION 2. The Board of Directors may provide, in proper cases on a specified
occasion and for a specified transaction or transactions, for the use of a
printed or engraved facsimile seal of the Company.
ARTICLE VII
CAPITAL STOCK
SECTION 1. Registration of transfer of shares shall only be made upon the books
of the Company by the registered holder in person, or by power of attorney,
duly executed, witnessed and filed with the Secretary or other proper officer
of the Company, on the surrender of the certificate or certificates of such
shares properly assigned for transfer.
ARTICLE VIII
CONSTRUCTION
SECTION 1. The masculine gender, when appearing in these By-Laws, shall be
deemed to include the feminine gender.
ARTICLE IX
AMENDMENTS
SECTION 1. These By-Laws may be altered, amended or added to by the Board of
Directors at any meeting, or by the stockholders at any annual or special
meeting, provided notice thereof has been given.
<PAGE> 18
Peter Becker
I, _________________________________________________, Assistant Secretary of
Bankers Trust Company, New York, New York, hereby certify that the foregoing is
a complete, true and correct copy of the By-Laws of Bankers Trust Company, and
that the same are in full force and effect at this date.
Peter Becker
__________________________
ASSISTANT SECRETARY
DATED: November 4, 1998
<PAGE> 19
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Bankers Trust Company Call Date: 06/30/98 ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Vendor ID: D CERT: 00623 Page RC-1
City, State ZIP: New York, NY 10006 11
FDIC Certificate No.: 0 0 6 2 3
</TABLE>
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1998
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, reported the amount outstanding as of the last business day of
the quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
_______________
C400
Dollar Amounts in Thousands RCFD Bil Mil Thou
<S> <C> <C> <C> <C>
ASSETS / / / / / / / / / /
1. Cash and balances due from depository institutions (from Schedule RC-A): / / / / / / / / / /
a. Noninterest-bearing balances and currency and coin (1) .................. 0081 1,868,000 1.a.
b. Interest-bearing balances (2) ........................................... 0071 2,041,000 1.b.
2. Securities: / / / / / / / / / /
a. Held-to-maturity securities (from Schedule RC-B, column A) .............. 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D)............. 1773 7,419,000 2.b.
3. Federal funds sold and securities purchased under agreements to resell....... 1350 41,837,000 3.
4. Loans and lease financing receivables: / / / / / / / / / /
a. Loans and leases, net of unearned income (from Schedule RC-C) RCFD 2122 20,707,000 / / / / / / / / / / 4.a.
b. LESS: Allowance for loan and lease losses.................... RCFD 3123 629,000 / / / / / / / / / / 4.b.
c. LESS: Allocated transfer risk reserve ....................... RCFD 3128 0 / / / / / / / / / / 4.c.
d. Loans and leases, net of unearned income, / / / / / / / / / /
allowance, and reserve (item 4.a minus 4.b and 4.c) ..................... 2125 20,078,000 4.d.
5. Trading Assets (from schedule RC-D) ........................................ 3545 49,665,000 5.
6. Premises and fixed assets (including capitalized leases) .................... 2145 848,000 6.
7. Other real estate owned (from Schedule RC-M) ................................ 2150 180,000 7.
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M) ........................................................ 2130 92,000 8.
9. Customers' liability to this bank on acceptances outstanding ................ 2155 512,000 9.
10. Intangible assets (from Schedule RC-M) ...................................... 2143 270,000 10.
11. Other assets (from Schedule RC-F) ........................................... 2160 6,442,000 11.
12. Total assets (sum of items 1 through 11) .................................... 2170 131,252,000 12.
</TABLE>
__________________________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE> 20
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Bankers Trust Company Call Date: 06/30/98 ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Vendor ID: D CERT: 00623 Page RC-2
City, State Zip: New York, NY 10006 12
FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3
</TABLE>
SCHEDULE RC--CONTINUED
<TABLE>
<CAPTION>
------------------------------------
Dollar Amounts in Thousands / / / / / / / Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
LIABILITIES / / / / / / / / / / / / / / / / / / /
13. Deposits: / / / / / / / / / / / / / / / / / / /
a. In domestic offices (sum of totals of columns A and C from
Schedule RC-E, part I) RCON 2200 26,79,100
(1) Noninterest-bearing(1) ...........RCON 6631 3,362,000...... / / / / / / / / / / / / / / / / 13.a.(1)
(2) Interest-bearing .................RCON 6636 23,429,000..... / / / / / / / / / / / / / / / / 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs / / / / / / / / / / / / / / / / /
(from Schedule RC-E part II) RCFN 2200 22,089,000 13.b.
(1) Noninterest-bearing .............RCFN 6631 1,810,000 / / / / / / / / / / / / / / / / / 13.b.(1)
(2) Interest-bearing ................RCFN 6636 20,279,000 / / / / / / / / / / / / / / / / / 13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchased RCFD 2800 19,274,000 14.
15. a. Demand notes issued to the U.S. Treasury............................. RCON 2840 15.a.
b. Trading liabilities (from Schedule RC-D)............................. RCFD 3548 30,729,000 15.b.
16. Other borrowed money (includes mortgage indebtedness and obligations
under capitalized leases): / / / / / / / / / / / / / / / / / /
a. With a remaining maturity of one year or less ....................... RCFD 2332 7,891
b. With a remaining maturity of more than one year through three years.. A547 3,576,000 16.b.
c. With a remaining maturity of more than three years................... A548 2,872,000 16.c
17. Not Applicable. / / / / / / / / / / / / / / / / /
18. Bank's liability on acceptances executed and outstanding ................. RCFD 2920 12,000 18.
19. Subordinated notes and debentures (2)..................................... RCFD 3200 1,534,000 19.
20. Other liabilities (from Schedule RC-G) ................................... RCFD 2930 9,202,000 20.
21. Total liabilities (sum of items 13 through 20) ........................... RCFD 2948 124,470,000 21.
22. Not Applicable / / / / / / / / / / / / / / / /
/ / / / / / / / / / / / / / / / 22.
EQUITY CAPITAL / / / / / / / / / / / / / / / /
23. Perpetual preferred stock and related surplus ............................ RCFD 3838 1,000,000 23.
24. Common stock ............................................................. RCFD 3230 2,001,000 24.
25. Surplus (exclude all surplus related to preferred stock) ................. RCFD 3839 540,000 25.
26. a. Undivided profits and capital reserves .............................. RCFD 3632 3,693,000 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities ...................................................... RCFD 8434 (71,000) 26.b.
27. Cumulative foreign currency translation adjustments ...................... RCFD 3284 (381,000) 27.
28. Total equity capital (sum of items 23 through 27) ........................ RCFD 3210 6,782,000 28.
29. Total liabilities and equity capital (sum of items 21 and 28)............. RCFD 3300 131,252,000 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 Number
most comprehensive level of auditing work performed for the bank by independent external -------------------------------
auditors as of any date during 1997 ...................................................... RCFD 6724 N/A M.1
-------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C>
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
</TABLE>
______________________
(1) Including total demand deposits and noninterest-bearing time and
savings deposits.
(2) Includes limited-life preferred stock and related surplus.
