AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 15, 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BROWNING-FERRIS INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
74-1673682
(I.R.S. EMPLOYER IDENTIFICATION NO.)
757 N. ELDRIDGE
HOUSTON, TEXAS 77079
(713) 870-8100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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GERALD K. BURGER
VICE PRESIDENT AND SECRETARY
BROWNING-FERRIS INDUSTRIES, INC.
757 N. ELDRIDGE
HOUSTON, TEXAS 77079
(713) 870-7820
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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Copies to:
FULBRIGHT & JAWORSKI L.L.P. VINSON & ELKINS L.L.P.
1301 MCKINNEY STREET 1001 FANNIN STREET
HOUSTON, TEXAS 77010 2500 FIRST CITY TOWER
(713) 651-5421 HOUSTON, TEXAS 77002-6760
ATTN: ARTHUR H. ROGERS (713) 758-2128
ATTN: MICHAEL P. FINCH
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Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes
effective.
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If the only securities being registered on this Form are to be
offered pursuant to dividend or interest reinvestment plans, please
check the following box. / /
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. /X/
If this Form is filed to register additional securities for an
offering pursuant to Rule 426(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. / /
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
/ /
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. / /
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CALCULATION OF REGISTRATION FEE
TITLE OF EACH PROPOSED AMOUNT OF
CLASS OF SECURITES MAXIMUM AGGREGATE REGISTRATION
TO BE REGISTERED OFFERING PRICE (1) FEE
Debt Securities (2)
Preferred Stock (3)
Common Stock, par
value $.16 2/3
per share (4)
Warrants(5)
Stock Purchase
Contracts(6)
Stock Purchase
Units(7)
Total $1,000,000,000 $344,828 (8)
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).
(2) Subject to note (8) below, there are being registered hereunder an
indeterminate principal amount of Debt Securities as may be sold from
time to time by the Registrant, including sales upon the exercise of
Warrants. If any Debt Securities are being issued at an original issue
discount, then the offering price shall be in such greater principal
amount as shall result in an aggregate initial offering price not to
exceed $1,000,000,000, less the dollar amount of any securities
previously issued hereunder.
(3) Subject to note (8) below, there are being registered hereunder an
indeterminate number of shares of Preferred Stock as may be sold, from
time to time, by the Registrant, including sales upon exercise of
Warrants.
(4) Subject to note (8) below, there are being registered hereunder an
indeterminate number of shares of Common Stock as may be sold, from time
to time, by the Registrant, including sales upon exercise of Warrants.
There are also being registered hereunder an indeterminate number of
shares of Common Stock and Preferred Stock as shall be issuable upon
conversion or redemption of Preferred Stock or Debt Securities registered
hereby. Includes the preferred stock purchase rights associated with the
Common Stock.
(5) Subject to note (8) below, there are being registered hereunder an
indeterminate amount and number of Warrants, representing rights to
purchase Debt Securities, Preferred Stock or Common Stock.
(6) Subject to note (8) below, there are being registered hereunder an
indeterminate amount and number of Stock Purchase Contracts, representing
rights to purchase Preferred Stock or Common Stock.
(7) Subject to note (8) below, there are being registered hereunder an
indeterminate amount and number of Stock Purchase Units, representing
ownership of Stock Purchase Contracts and Debt Securities or debt
obligations of third parties, including U.S. Treasury Securities.
(8) In no event will the aggregate initial offering price of all securities
issued from time to time pursuant to this Registration Statement exceed
$1,000,000,000. Any Securities registered hereunder may be sold
separately or as units with other securities registered hereunder.
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 COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
Pursuant to the provisions of Rule 429 under the Securities Act of
1933, the Prospectus contained in this Registration Statement also
relates to $142,227,500 of securities covered by Registrant's
Registration Statement on Form S-3 (Registration No. 33-58891).
Such Registration Statement is accordingly amended to reflect the
information contained herein.
SUBJECT TO COMPLETION, DATED DECEMBER 15, 1995
PROSPECTUS [BFI LOGO]
BROWNING-FERRIS INDUSTRIES,INC.
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
WARRANTS
STOCK PURCHASE CONTRACTS
STOCK PURCHASE UNITS
Browning-Ferris Industries, Inc. (the "Company") may offer and sell from time
to time, either jointly or separately, at prices and on terms to be determined
at or prior to the time of sale, up to an aggregate initial offering price of
not more than $1,142,227,500 (or, if applicable, the equivalent thereof in
other currencies) of its (i) unsecured debt securities ("Debt Securities")
consisting of debentures, notes and/or other unsecured evidences of indebted-
ness in one or more series, (ii) shares of preferred stock, without par value
("Preferred Stock"), in one or more series, (iii) shares of common stock,
par value $.16 2/3 per share ("Common Stock"), (iv) Warrants ("Warrants") to
purchase Debt Securities, Preferred Stock or Common Stock, (v) Stock Purchase
Contracts ("Stock Purchase Contracts") to purchase Preferred Stock or
Common Stock or (vi) Stock Purchase Units ("Stock Purchase Units"), each
representing ownership of a Stock Purchase Contract and Debt Securities or
debt obligations of third parties, including U.S. Treasury securities, securing
the holder's obligation to purchase the Preferred Stock or Common Stock under
the Stock Purchase Contract (the Debt Securities, Preferred Stock, Common
Stock, Warrants, Stock Purchase Contracts and Stock Purchase Units are
collectively referred to as "Securities").
Specific terms of the Securities ("Offered Securities") in respect of which
this Prospectus is being delivered will be set forth in an accompanying
Prospectus Supplement ("Prospectus Supplement"), together with the terms
of the offering of the Offered Securities and the initial price and net
proceeds to the Company from the sale thereof. The Prospectus Supplement
will set forth with regard to the particular Offered Securities, without
limitation, the following: (i) in the case of Debt Securities, the specific
designation, aggregate principal amount, ranking as senior or subordinated
debt, authorized denomination, maturity, rate or rates of interest (or method
of calculation thereof) and dates for payment thereof, any exchangeability,
conversion, redemption, prepayment or sinking fund provisions, and the
currency or currencies or currency unit or currency units in which principal,
premium, if any, or interest, if any, is payable, (ii) in the case of
Preferred Stock, the designation, number of shares, liquidation preference per
share, initial public offering price, dividend rate (or method of calculation
thereof), dates on which dividends shall be payable and dates from which
dividends shall accrue, any redemption or sinking fund provisions, any voting
rights, and any conversion or exchange rights, (iii) in the case of Common
Stock, the number of shares of Common Stock and the terms of the offering and
sale thereof, (iv) in the case of Warrants, the number and terms thereof, the
designation and number of Securities issuable upon their exercise, the exercise
price, the terms of the offering and sale thereof and, where applicable, the
duration and detachability thereof, (v) in the case of Stock Purchase
Contracts, the designation and number of shares of Preferred Stock or
Common Stock issuable thereunder, the purchase price of the Preferred Stock
or Common Stock, the date or dates on which the Preferred Stock or Common
Stock is required to be purchased by the holders of the Stock Purchase
Contracts, any periodic payments required to be made by the Company to the
holders of the Stock Purchase Contract or visa versa, and the terms of the
offering and sale thereof, and (vi) in the case of Stock Purchase Units, the
specific terms of the Stock Purchase Contracts and any Debt Securities or
debt obligations of third parties securing the holder's obligation to purchase
the Preferred Stock or Common Stock under the Stock Purchase Contracts, and
the terms of the offering and sale thereof.
The Company may sell the Securities directly, through agents designated from
time to time or through underwriters or dealers. If any agents of the Company
or any underwriters or dealers are involved in the sale of the Securities, the
names of such agents, underwriters or dealers and any applicable commissions
and discounts will be set forth in the Prospectus Supplement.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
_______________________
This Prospectus may not be used to consummate sales of the Securities unless
accompanied by a Prospectus Supplement.
The date of this Prospectus is ____________________, 1995
No person has been authorized to give any information or to make
any representations other than those contained or incorporated by
reference in this Prospectus and the Prospectus Supplement in
connection with the offering made hereby and if given or made, such
information or representations must not be relied upon as having
been authorized by the Company or by any other person. This
Prospectus and the Prospectus Supplement shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. Neither the delivery of this Prospectus or any
Prospectus Supplement nor any sale made hereunder or thereunder
shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date
hereof or thereof or that the information contained herein or
therein is correct as of any time subsequent to their respective
dates.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports and other information
with the Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other information filed by the
Company with the Commission may be inspected at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, and at the following
Regional Offices of the Commission: New York Regional Office, Seven
World Trade Center, New York, New York 10048; and Chicago Regional
Office, Northwest Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such material may also be
obtained from the Public Reference Section of the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
Such reports, proxy statements and other information can also be
inspected at the offices of the New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10005, at the offices of the
Chicago Stock Exchange, Inc., 440 S. LaSalle Street, Chicago,
Illinois 60605, and at the offices of the Pacific Stock Exchange,
Inc., 301 Pine Street, San Francisco, California 94104.
This Prospectus constitutes a part of a Registration Statement on
Form S-3 (together with all amendments and exhibits thereto, the
"Registration Statement") filed by the Company with the Commission
under the Securities Act of 1933, as amended (the "Securities
Act"). This Prospectus omits certain of the information contained
in the Registration Statement, and reference is hereby made to the
Registration Statement for further information with respect to the
Company and the Securities offered hereby. Any statements
contained herein concerning the provisions of any document filed as
an exhibit to the Registration Statement or otherwise filed with
the Commission are not necessarily complete, and in each instance
reference is made to the copy of such document so filed. Each such
statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1995, heretofore filed with the Commission by the
Company pursuant to the Exchange Act, is incorporated herein by
reference.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of this Prospectus, and prior to the termination of the
offering of the Securities, shall be deemed to be incorporated by
reference in the Prospectus and to be a part hereof from the date
of filing of such documents. Any statement contained herein or in
a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or
in any subsequently filed document which also is or is deemed to be
incorporated by reference herein or in the accompanying Prospectus
Supplement modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Prospectus.
Copies of all documents incorporated by reference (other than
exhibits to such documents, unless such exhibits are specifically
incorporated by reference in such documents) will be provided
without charge to each person, including any beneficial owner, who
receives a copy of this Prospectus on the written request of such
person addressed to the Secretary's Department, Browning-Ferris
Industries, Inc., P.O. Box 3151, Houston, Texas 77253, or upon the
oral request of such person directed to the Secretary's Department
at (713) 870-7027.
THE COMPANY
The Company is one of the largest publicly-held companies that
engages, through its subsidiaries and affiliates, in providing
waste services. The Company collects, transports, treats and/or
processes, recycles and disposes of commercial, residential and
municipal solid wastes and industrial wastes. The Company is also
involved in waste-to-energy conversion, medical waste services,
portable restroom services and municipal and commercial sweeping
operations. The Company (including unconsolidated affiliates)
operates in approximately 450 locations in North America and
approximately 320 locations outside of North America, and employs
approximately 43,000 persons. In addition to operations in the
United States, Canada and Puerto Rico, the Company owns interests
in subsidiaries or affiliates with operations in Australia, the
Dominican Republic, Finland, Germany, Hong Kong, Italy, Israel,
Kuwait, the Netherlands, New Zealand, Spain, Switzerland and the
United Kingdom.
The term "Company" refers to Browning-Ferris Industries, Inc., a
Delaware corporation, and its subsidiaries, affiliates and
predecessors unless the context requires otherwise. The Company's
executive offices are located at 757 N. Eldridge, Houston, Texas
77079. The Company's mailing address is P.O. Box 3151, Houston,
Texas 77253, and its telephone number is (713) 870-8100.
APPLICATION OF PROCEEDS
Unless otherwise indicated in a Prospectus Supplement with respect
to the proceeds from the sale of the particular Securities to which
such Prospectus Supplement relates, the net proceeds to be received
by the Company from the sale of the Securities will be added to the
Company's general funds and are expected to be applied to reduce
certain outstanding debt and for general corporate purposes,
including capital expenditures and acquisitions.
DESCRIPTION OF DEBT SECURITIES
The following description of the Debt Securities sets forth certain
general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate ("Offered Debt Securities"). The
particular terms of the Offered Debt Securities and the extent to
which such general provisions may apply will be described in a
Prospectus Supplement relating to such Offered Debt Securities.
The Debt Securities will be general unsecured obligations of the
Company and will constitute either senior debt securities or
subordinated debt securities. In the case of Debt Securities that
will be senior debt securities ("Senior Debt Securities" and
"Offered Senior Debt Securities"), the Debt Securities will be
issued under a Restated Indenture dated as of September 1, 1991
(the "Senior Indenture"), between the Company and Texas Commerce
Bank National Association, as Trustee (successor trustee to First
City, Texas-Houston, National Association, which was formerly First
City National Bank of Houston) (the "Senior Trustee"). In the case
of Debt Securities that will be subordinated debt securities
("Subordinated Debt Securities" and "Offered Subordinated Debt
Securities"), the Debt Securities will be issued under an Indenture
dated as of August 1, 1987, as amended (the "Subordinated
Indenture"), between the Company and The Bank of New York, as
Trustee (successor trustee to NationsBank of Texas, National
Association, which was successor trustee to First RepublicBank
Houston, National Association) (the "Subordinated Trustee"). The
Senior Indenture and the Subordinated Indenture are sometimes
referred to herein individually as an "Indenture" and collectively
as the "Indentures". The Senior Trustee and the Subordinated
Trustee are sometimes referred to herein individually as a
"Trustee" and collectively as the "Trustees". The statements under
this caption relating to the Debt Securities and the Indentures are
summaries only and do not purport to be complete. Such summaries
make use of terms defined in the Indentures. Wherever such terms
are used herein or particular provisions of the Indentures are
referred to, such terms or provisions, as the case may be, are
incorporated by reference as part of the statements made herein,
and such statements are qualified in their entirety by such
reference. Certain defined terms in the Indentures are capitalized
herein. The references below apply to the section numbers in each
of the Indentures, unless otherwise indicated. Both the Senior
Indenture and the Subordinated Indenture, and the Securities issued
thereunder, are governed by Texas law.
Provisions Applicable to Both Senior and Subordinated Debt
Securities
General. The Indentures do not limit the aggregate principal
amount of the Debt Securities issuable thereunder or of any
particular series of the Debt Securities and provide that Debt
Securities may be issued thereunder from time to time in one or
more series with the same or various maturities at par, at a
premium or at a discount. Offered Debt Securities bearing no
interest or interest at a rate which at the time of issuance is
below market rate ("Original Issue Discount Securities") will be
sold at a discount (which may be substantial) from their stated
principal amount. Federal income tax consequences and other special
considerations applicable to any such Original Issue Discount
Securities will be described in the Prospectus Supplement relating
thereto. Other than as may be set forth in any Prospectus
Supplement, the Indentures and the Debt Securities will not contain
any covenants or other provisions that are intended to afford
holders of the Debt Securities special protection in the event of
a highly leveraged transaction by the Company.
Reference is made to the Prospectus Supplement for the following
terms of the Offered Debt Securities: (i) the title and the limit
on the aggregate principal amount of Offered Debt Securities; (ii)
the percentage of the principal amount at which the Offered Debt
Securities will be sold; (iii) the date or dates on which the
principal of (and premium, if any, on) the Offered Debt Securities
will be payable; (iv) the rate or rates (which may be fixed or
variable) per annum, if any, at which the Offered Debt Securities
will bear interest or the method of determining such rate or rates;
(v) the date or dates from which such interest, if any, shall
accrue, the date or dates on which such interest, if any, will be
payable and the regular record date for interest payable on any
payment date; (vi) the place or places where the principal of (and
premium, if any) and interest, if any, on the Offered Debt
Securities will be payable; (vii) the terms for redemption or early
payment, if any, including any mandatory or optional sinking fund
or analogous provision; (viii) the principal amount of any Offered
Debt Securities that are Original Issue Discount Securities, which
would be payable upon declaration of acceleration of the maturity
of the Offered Debt Securities; (ix) any modifications of the
Events of Default or covenants of the Company contained in the
Indenture pertaining to the Offered Debt Securities; (x)
information with respect to book-entry procedures, if any; (xi) as
to Subordinated Debt Securities only, whether the offered
Subordinated Debt Securities are convertible into Common Stock of
the Company and, if so, the initial conversion price; and (xii) any
other terms of the Offered Debt Securities not inconsistent with
the Indenture under which they are issued. (Section 301)
Unless otherwise indicated in the Prospectus Supplement relating
thereto, principal of and any premium and interest on the Offered
Debt Securities will be payable, and the Offered Debt Securities
will be exchangeable and transfer thereof will be registrable, at
the corporate trust office of the Trustee or at the office of each
paying agent, if any, identified in the Prospectus Supplement with
respect to the Offered Debt Securities; provided that, at the
option of the Company, payment of any interest may be made by check
mailed to the address of the Person entitled thereto as it appears
in the Security Register. The Corporate Trust Office of the Senior
Trustee is located at 712 Main Street, Houston, Texas 77002, and
the Corporate Trust Office of the Subordinated Trustee is located
at 10161 Centurion Parkway, Jacksonville, Florida 32256. (Sections
301, 305 and 1002)
Unless otherwise indicated in the Prospectus Supplement relating
thereto, the Offered Debt Securities will be issued in only fully
registered form without coupons in denominations of $1,000 or any
integral multiple thereof, and no service charge will be made for
any transfer or exchange of such Offered Debt Securities, but the
Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
(Sections 302 and 305)
Global Securities. The Offered Debt Securities of a series may be
issued in whole or in part in the form of one or more global
securities ("Global Securities") that will be issued to and
registered in the name of the depositary (the "Depositary")
identified in the Prospectus Supplement, or its nominee, relating
to such series. Global Securities may be issued only in fully-
registered form and in either temporary or permanent form. Unless
and until a Global Security is exchanged in whole or in part for
the individual Debt Securities represented thereby, such Global
Security may not be transferred except as a whole by the Depositary
to its nominee or by a nominee of such Depositary to such
Depositary or another nominee of such Depositary or by such
Depositary or any such nominee to a successor Depositary or nominee
of such successor Depositary. (Section 305)
The specific terms of the depositary arrangement with respect to a
series of Offered Debt Securities will be described in the
Prospectus Supplement relating to such series. The Company
anticipates that the following provisions will generally apply to
depositary arrangements.
Upon the issuance of a Global Security, the Depositary or its
nominee will credit, on its book-entry registration and transfer
system, the respective principal amounts of the individual Debt
Securities represented by such Global Security to the accounts of
persons that have accounts with the Depositary. Such accounts
shall be designated by the dealers, underwriters or agents with
respect to such Debt Securities or by the Company if such Debt
Securities are offered and sold directly by the Company. Ownership
of beneficial interests in a Global Security will be limited to
persons that have accounts with the Depositary ("Participants") or
persons that may hold interests through Participants. Ownership of
beneficial interests in such Global Security will be shown on, and
the transfer of that ownership will be effected only through,
records maintained by the Depositary or its nominee (with respect
to interests of Participants) and the records of Participants (with
respect to interests of persons other than Participants). The laws
of some states require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial
interests in a Global Security.
So long as the Depositary or its nominee is the registered owner of
a Global Security, such registered owner will be considered the
sole owner or holder of the Debt Securities represented by such
Global Security for all purposes under the Indenture. Except as
provided below, owners of beneficial interests in a Global Security
will not be entitled to have any of the individual Debt Securities
represented by such Global Security registered in their names, will
not receive or be entitled to receive physical delivery of any such
Debt Securities in definitive form and will not be considered the
owners or holders thereof under the Indenture.
Payments of principal of and premium, if any, and interest, if any,
on Debt Securities represented by a Global Security registered in
the name of the Depositary or its nominee will be made to the
Depositary or its nominee, as the case may be, as the registered
owner of the Global Security representing such Debt Securities.
None of the Company, the Trustee, any Paying Agent or the Security
Registrar for such Debt Securities will have any responsibility or
liability for any aspect of the records relating to or payments
made on account of beneficial ownership interests of the Global
Security for such Debt Securities or for maintaining, supervising
or reviewing any records relating to such beneficial ownership
interests.
The Company expects the Depositary or its nominee, immediately upon
receipt of any payment of principal, premium or interest in respect
of a Global Security, will credit Participants' accounts with
payments in amounts proportionate to their respective beneficial
interests in the principal amount of such Global Security as shown
on the records of the Depositary or its nominee. The Company also
expects that payments by Participants to owners of beneficial
interests in such Global Security held through such Participants
will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name". Such
payments will be the sole responsibility of such Participants. The
Company has no control over the practices of the Depositary or the
Participants and there can be no assurance that these practices
will not be changed.
If the Depositary for a series of Debt Securities is at any time
unwilling, unable or ineligible to continue as depositary and a
successor depositary is not appointed by the Company within 90
days, the Company will issue individual Debt Securities of such
series in exchange for the Global Security representing such series
of Debt Securities. In addition, the Company may at any time and
in its sole discretion, subject to any limitations described in the
Prospectus Supplement relating to such Debt Securities, determine
not to have any Debt Securities of a series represented by one or
more Global Securities and, in such event, will issue individual
Debt Securities of such series in exchange for the Global Security
representing such series of Debt Securities. Further, if there
shall have occurred and be continuing an Event of Default, or an
event which, with the giving of notice or lapse of time, or both,
would constitute an Event of Default with respect to any series of
Debt Securities represented by a Global Security, such Global
Security shall be exchangeable for individual Debt Securities of
such series. In any such instance, an owner of a beneficial
interest in a Global Security will be entitled to a physical
delivery of individual Debt Securities of the series represented by
such Global Security equal in principal amount to such beneficial
interest and to have such Debt Securities registered in its name.
Individual Debt Securities of such series so issued will be issued
in denominations, unless otherwise specified by the Company, of
$1,000 and integral multiples thereof.
Consolidation, Merger and Sale of Assets. Each Indenture provides
that the Company, without the consent of the holders of any of the
outstanding Debt Securities, may consolidate with or merge into any
other corporation or transfer or lease its assets substantially as
an entirety to any Person or may acquire or lease the assets of any
Person substantially as an entirety or may permit any corporation
to merge into the Company provided that (i) the successor is a
corporation organized under the laws of any domestic jurisdiction;
(ii) the successor corporation, if other than the Company, assumes
the Company's obligations under the Indenture and the Debt
Securities issued thereunder; (iii) after giving effect to the
transaction, no Event of Default and no event which, after notice
or lapse of time, or both, would become an Event of Default, shall
have occurred and be continuing; and (iv) certain other conditions
are met. (Section 801)
Modification of the Indentures. Each Indenture provides that the
Company and the Trustee may, without the consent of any holders of
Debt Securities, enter into supplemental indentures for the
purposes, among other things, of adding to the Company's covenants,
adding additional Events of Default, establishing the form or terms
of Debt Securities, curing ambiguities or inconsistencies in the
Indenture or making any other provisions with respect to matters
arising under the Indenture if such action shall not adversely
affect the interests of the holders of any series of Debt
Securities in any material respect or to change or eliminate any of
the provisions of the Indenture with respect to a series of Debt
Securities if such series is not then outstanding. (Section 901)
Each Indenture also contains provisions permitting the Company,
with the consent of the holders of not less than a majority in
principal amount of the outstanding Debt Securities of the affected
series, to execute supplemental indentures adding any provisions to
or changing or eliminating any of the provisions of the Indenture
or modifying the rights of the holders of the Debt Securities of
such series, except that no such supplemental indenture may,
without the consent of the holders of all of the outstanding Debt
Securities affected thereby, among other things: (i) change the
maturity of the principal of or any installment of principal or
interest on any of the Debt Securities; (ii) reduce the principal
amount thereof or the rate of interest, if any, thereon or any
premium payable on the redemption thereof; (iii) reduce the amount
of the principal of Original Issue Discount Securities payable on
any date; (iv) change the place of payment where, or the coin or
currency in which, any of the Debt Securities or any premium or
interest thereon is payable; (v) impair the right to institute suit
for the enforcement of any such payment on or after the applicable
maturity date; (vi) reduce the percentage in principal amount of
the Debt Securities of any outstanding series the consent of the
holders of which is required for any such supplemental indenture or
for any waiver of compliance with certain provisions of, or of
certain defaults under, the Indenture; (vii) as to the Subordinated
Indenture only, adversely affect the right to convert the
Subordinated Debt Securities (if convertible) or modify the
subordination provisions of the Subordinated Indenture in a manner
adverse to the holders of Subordinated Debt Securities; or (viii)
with certain exceptions, modify the foregoing requirements.
(Section 902)
Events of Default, Notice and Waiver. Unless otherwise indicated
in the Prospectus Supplement relating to a particular series of
Debt Securities, an Event of Default with respect to any series of
Debt Securities is defined in each Indenture to be a (i) default
for 30 days in the payment of any installment of interest upon any
of the Debt Securities of such series when due; (ii) default in the
payment of principal of (or premium, if any, on) any of the Debt
Securities of such series when due; (iii) default in the making or
satisfaction of any sinking fund payment when the same becomes due
by the terms of the Debt Securities of such series; (iv) default by
the Company in the performance, or breach, of any of its other
covenants in the Indenture which shall not have been remedied for
a period of 60 days after notice by the Trustee or the holders of
at least 25% in principal amount of the Debt Securities of such
series; (v) certain events of bankruptcy, insolvency or
reorganization of the Company; and (vi) such other events as may be
specified for each series. (Section 501)
A default under other indebtedness of the Company or any of its
subsidiaries will not be a default under either Indenture, and an
Event of Default under one series of Debt Securities will not
necessarily be an Event of Default under another series of Debt
Securities issued under the same Indenture.
Each Indenture provides that if an Event of Default specified
therein with respect to any outstanding series of Debt Securities
issued thereunder shall have occurred and be continuing, either the
Trustee or the holders of not less than 25% in principal amount of
the Debt Securities of such series may declare the principal (or,
if the Debt Securities of such series are Original Issue Discount
Securities, such portion of the principal amount as may be
specified by the terms of such series) of all of the Debt
Securities of such series to be immediately due and payable. Such
declaration may be rescinded if certain conditions are satisfied.
(Section 502)
Each Indenture also provides that the holders of not less than a
majority in principal amount of the Debt Securities of any
outstanding series may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee, with
respect to the Debt Securities of such series, provided that the
Trustee may take any other proper action not inconsistent with such
direction and may decline to act if such direction is contrary to
law or to the Indenture or would involve the Trustee in personal
liability. (Section 512)
In addition, each Indenture also provides that the holders of not
less than a majority in principal amount of the Debt Securities of
any outstanding series thereunder may on behalf of the holders of
all of the Debt Securities of such series waive any past default
with respect to such series and its consequences, except a default
(i) in the payment of the principal of (or premium, if any) or
interest on any of the Debt Securities of such series or (ii) in
respect of a covenant or provision of the Indenture which, under
the terms thereof, cannot be modified or amended without the
consent of the holders of all of the Debt Securities of such
series. (Section 513)
Each Indenture contains provisions entitling the Trustee, subject
to the duty of the Trustee during an Event of Default in respect of
any series of Debt Securities issued thereunder to act with the
required standard of care, to be indemnified by the holders of the
Debt Securities of such series before proceeding to exercise any
right or power under the Indenture at the request of the holders of
the Debt Securities of such series. (Sections 601 and 603)
Each Indenture also provides that the Trustee will, within 90 days
after the occurrence of a default in respect of any series of Debt
Securities issued thereunder give to the holders of the Debt
Securities of such series notice of all uncured and unwaived
defaults known to it; provided, however, that, except in the case
of a default in the payment of the principal of, (or premium, if
any) or interest on, or any sinking fund installment with respect
to, any Debt Securities of such series, the Trustee will be
protected in withholding such notice if it in good faith determines
that the withholding of such notice is in the interest of the
holders of the Debt Securities of such series; and provided
further, that such notice shall not be given until at least 30 days
after the occurrence of an Event of Default regarding the
performance or breach of any covenant or warranty of the Company
under the Indenture other than for the payment of the principal of,
(or premium, if any) or interest on, or any sinking fund
installment with respect to, any of the Debt Securities of such
series. The term default for the foregoing purpose only means any
event which is, or after notice or lapse of time, or both, would
become, an Event of Default with respect to the Debt Securities of
such series. (Section 602)
Each Indenture requires the Company to file annually with the
Trustee a certificate, executed by an officer of the Company,
indicating whether the Company has fulfilled all of its obligations
or is in default under certain covenants under the Indenture.
(Section 1004)
Provisions Applicable to Senior Debt Securities
General. The Senior Debt Securities will be unsecured obligations
of the Company issued under the Senior Indenture and will rank on
a parity with all other unsecured and unsubordinated indebtedness
of the Company.
Limitations on Liens. The Senior Indenture does not contain any
covenant restricting the amount of indebtedness which may be
incurred by the Company or any of its Subsidiaries. The Senior
Indenture, however, provides, in general, that except as provided
in this and in the following paragraph, the Company will not, and
will not permit any Restricted Subsidiary to, issue, assume or
guarantee any Debt secured by a Lien upon any Principal Property of
the Company or any Restricted Subsidiary or upon any shares of
stock or Debt of any Restricted Subsidiary (whether such Principal
Property, shares of stock or Debt are now owned or hereafter
acquired) without in any such case effectively providing
concurrently with the issuance, assumption or guaranty of any such
Debt that the Senior Debt Securities (together with, if the Company
shall so determine, any other indebtedness of or guaranty by the
Company or such Restricted Subsidiary then existing or thereafter
created which is not subordinate to the Senior Debt Securities)
shall be secured equally and ratably with (or, at the option of the
Company, prior to) such Debt, so long as such Debt shall be so
secured; provided, however, that the foregoing restrictions shall
not apply to Debt secured by: (1) Liens on property, shares of
stock or indebtedness of any corporation existing at the time such
corporation becomes a Restricted Subsidiary; (2) Liens on any
property (including shares of stock or Debt) existing at the time
of acquisition thereof or securing the payment of all or any part
of the purchase price or construction cost thereof or securing any
Debt incurred prior to, at the time of or within 180 days after,
the acquisition of such property or the completion of any such
construction for the purpose of financing all or any part of the
purchase price or construction cost thereof; (3) Liens on any
property to secure all or any part of the cost of development,
operation, construction, alteration, repair or improvement of all
or any part of such property, or to secure Debt incurred prior to,
at the time of or within 180 days after, the completion of such
development, operation, construction, alteration, repair or
improvement for the purpose of financing all or any part of such
cost; (4) Liens which secure Debt owing by a Restricted Subsidiary
to the Company or to another Restricted Subsidiary or by the
Company to a Restricted Subsidiary; (5) Liens securing indebtedness
of a corporation which becomes a successor of the Company by reason
of a consolidation, merger or any conveyance, transfer or lease of
the properties and assets of the Company substantially as an
entirety; (6) Liens on property of the Company or a Restricted
Subsidiary in favor of governmental authorities to secure partial,
progress, advance or other payments or to secure any indebtedness
incurred for the purpose of financing all or any part of the
purchase price or the cost of construction of the property subject
to such Liens, or in favor of any trustee or mortgagee for the
benefit of holders of indebtedness of any such entity incurred for
any such purpose; (7) Liens incurred in connection with pollution
control, sewage or solid waste disposal, industrial revenue or
similar financing; (8) Liens existing at January 15, 1985; and (9)
any extension, renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of any Lien
referred to in the foregoing clauses (1) to (8), inclusive, or of
any Debt secured thereby; provided that such extension, renewal or
replacement Lien shall be limited to all or any part of the same
property that secured the Lien extended, renewed or replaced (plus
any improvements on such property) and shall secure no larger
amount of Debt than that existing at the time of such extension,
renewal or replacement. (Section 1005)
The Company and any one or more Restricted Subsidiaries may issue,
assume or guarantee Debt secured by a Lien which would otherwise be
subject to the foregoing restrictions if at the time it does so
(the "Incurrence Time") such Debt plus all other Debt of the
Company and its Restricted Subsidiaries secured by a Lien which
would otherwise be subject to the foregoing restrictions (not
including Debt permitted to be secured as described in clauses (1)
through (9) in the preceding paragraph), plus the aggregate
Attributable Debt (determined as of the Incurrence Time) of Sale
and Leaseback Transactions (other than Sale and Leaseback
Transactions described in clauses (a) and (b) of the first
paragraph under the caption "Limitation on Sale and Leaseback
Transactions" herein) entered into after January 15, 1985 and in
existence at the Incurrence Time (less the aggregate amount of
proceeds of such Sale and Leaseback Transactions which shall have
been applied as described in clause (d) of the first paragraph
under the caption "Limitation on Sale and Leaseback Transactions"
herein), does not exceed 10% of the Consolidated Net Tangible
Assets. (Section 1005)
Limitation on Sale and Leaseback Transactions. The Senior
Indenture provides, in general, that the Company will not itself,
and will not permit any Restricted Subsidiary to, enter into any
arrangements with any bank, insurance company or other lender or
investor (other than the Company or another Restricted Subsidiary)
providing for the leasing as lessee by the Company or any such
Restricted Subsidiary of any Principal Property (except a lease for
a temporary period not to exceed three years by the end of which it
is intended the use of such Principal Property by the lessee will
be discontinued), which was or is owned by the Company or a
Restricted Subsidiary and which has been or is to be sold or
transferred by the Company or a Restricted Subsidiary, more than
180 days after the completion of construction and commencement of
full operation thereof by the Company or such Restricted
Subsidiary, to such lender or investor or to any person to whom
funds have been or are to be advanced by such lender or investor on
the security of such Principal Property (herein called a "Sale and
Leaseback Transaction") unless: (a) the Company or such Restricted
Subsidiary would (at the time of entering into such arrangement) be
entitled, as described in clauses (1) through (9) of the first
paragraph under the caption "Limitations on Liens" herein, without
equally and ratably securing the Senior Debt Securities, to issue,
assume or guarantee indebtedness secured by a Lien on such
Principal Property, or (b) such Sale and Leaseback Transaction
relates to a landfill or other waste disposal site (excluding any
plant or similar facility located thereon) owned by the Company or
such Restricted Subsidiary or which the Company or such Restricted
Subsidiary has the right to use, or (c) the Attributable Debt of
the Company and its Restricted Subsidiaries in respect of such Sale
and Leaseback Transaction and all other Sale and Leaseback
Transactions entered into after January 15, 1985 (other than such
Sale and Leaseback Transactions as are referred to in clauses (a),
(b) or (d) of this paragraph), plus the aggregate principal amount
of Debt secured by Liens on Principal Properties then outstanding
(excluding any such Debt secured by Liens described in clauses (1)
through (9) of the first paragraph under the caption "Limitations
on Liens" herein) which do not equally and ratably secure the
Senior Debt Securities, would not exceed 10% of Consolidated Net
Tangible Assets or (d) the Company, within 180 days after the sale
or transfer, applies or causes a Restricted Subsidiary to apply
(subject to certain reductions described in the Senior Indenture)
an amount equal to the greater of the net proceeds of such sale or
transfer or fair market value of the Principal Property so sold and
leased back at the time of entering into such Sale and Leaseback
Transaction to the retirement of Senior Debt Securities or other
indebtedness of the Company (other than indebtedness subordinated
to the Senior Debt Securities) or indebtedness of a Restricted
Subsidiary, for money borrowed, having a stated maturity more than
12 months from the date of such application or which is extendible
at the option of the obligor thereon to a date more than 12 months
from the date of such application. (Section 1006)
Definitions. Certain terms used in the above described
restrictions are given the following definitions in Section 101 of
the Senior Indenture:
"Attributable Debt" in respect of a Sale and Leaseback Transaction
means, as of any particular time, the present value (discounted at
the rate of interest implicit in the terms of the lease involved in
such Sale and Leaseback Transaction, as determined in good faith by
the Company) of the obligation of the lessee thereunder for net
rental payments (excluding, however, any amounts required to be
paid by such lessee, whether or not designated as rent or
additional rent, on account of maintenance and repairs, services,
insurance, taxes, assessments, water rates and similar charges or
any amounts required to be paid by such lessee thereunder
contingent upon monetary inflation or the amount of sales,
maintenance and repairs, insurance, taxes, assessments, water rates
or similar charges) during the remaining term of such lease
(including any period for which such lease has been extended or
may, at the option of the lessor, be extended).
"Consolidated Net Tangible Assets" means the aggregate amount of
assets (less applicable reserves and other properly deductible
items) after deducting therefrom (a) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and
other like intangibles and (b) all current liabilities, all as
reflected in the Company's latest audited consolidated balance
sheet contained in the Company's most recent annual report to its
stockholders prior to the time as of which "Consolidated Net
Tangible Assets" shall be determined.
"Debt" means indebtedness for borrowed money.
"Lien" means any mortgage, pledge, security interest, lien or other
encumbrance.
"Principal Property" means any waste processing, waste disposal or
resource recovery plant or similar facility located within the
United States of America (other than its territories and
possessions and Puerto Rico) and owned by, or leased to, the
Company or any Restricted Subsidiary, except (a) any such plant or
facility (i) owned or leased jointly or in common with one or more
persons other than the Company and its Subsidiaries, in which the
interest of the Company and its Restricted Subsidiaries does not
exceed 50%, or (ii) which the Board of Directors determines in good
faith is not of material importance to the total business
conducted, or assets owned, by the Company and its Subsidiaries as
an entirety, or (b) any portion of any such plant or facility which
the Board of Directors determines in good faith not to be of
material importance to the use or operation thereof.
"Restricted Subsidiary" means any Subsidiary substantially all the
property of which is located, or substantially all the business of
which is carried on, within the United States of America (excluding
its territories and possessions and Puerto Rico).
"Subsidiary" means any corporation of which the Company directly or
indirectly owns or controls stock which under ordinary
circumstances (not dependent upon the happening of a contingency)
has voting power to elect a majority of the board of directors of
such corporation.
Defeasance. If so provided in the Prospectus Supplement
accompanying the Offered Senior Debt Securities, the Company may
discharge its indebtedness and its obligations under the Senior
Indenture with respect to such series by depositing funds or
obligations issued or guaranteed by the United States of America
with the Senior Trustee. The Prospectus Supplement will more fully
describe the provisions, if any, relating to such discharge.
(Section 403)
Regarding the Senior Trustee. The Senior Trustee is a lending bank
under an unsecured variable interest rate bank credit agreement
with the Company. The Company has and may from time to time in the
future have other banking relationships with the Senior Trustee in
the ordinary course of business. Marc J. Shapiro, a director of
the Company, is also the President and Chief Executive Officer of
the Senior Trustee and an executive officer of Chemical Banking
Corporation, the parent corporation of the Senior Trustee. William
D. Ruckelshaus, Chairman of the Board of Directors of the Company,
is also an advisory director of the Senior Trustee. Marina v.N.
Whitman, a director of the Company, is also a director of Chemical
Banking Corporation.
Provisions Applicable to Subordinated Debt Securities
General. The Subordinated Debt Securities will be unsecured
obligations of the Company to be issued under the Subordinated
Indenture, and will be subordinate in right of payment to certain
other indebtedness of the Company as described under
"Subordination".
Subordination. The Subordinated Debt Securities will be subordinate
and junior in right of payment, as set forth in the Subordinated
Indenture, to the prior payment in full of all Senior Debt of the
Company. "Senior Debt" is defined in the Subordinated Indenture as
the principal of (and premium, if any) and interest on any
indebtedness, whether outstanding at the date of the Subordinated
Indenture or thereafter created or incurred, which is for (a) money
borrowed by the Company, (b) obligations of the Company evidencing
the purchase price for acquisitions by the Company or a subsidiary
other than in the ordinary course of business, (c) money borrowed
by others and assumed or guaranteed by the Company, (d) capitalized
lease obligations of the Company, (e) obligations under performance
guarantees, support agreements and other agreements in the nature
thereof relating to the obligations of any subsidiary of the
Company with respect to waste-to-energy facilities and (f)
renewals, extensions, refundings, amendments and modifications of
any indebtedness, of the kind described in the foregoing clauses
(a), (b), (c), (d) and (e) or of the instruments creating or
evidencing such indebtedness, unless, in each case, by the terms of
the instrument creating or evidencing such indebtedness or such
renewal, extension, refunding, amendment and modification, it is
provided that such indebtedness is not senior in right of payment
to the Subordinated Debt Securities. (Section 1311)
In the event of any distribution of assets of the Company upon its
dissolution, winding up, liquidation or reorganization, the holders
of Senior Debt shall first be paid in full in respect of principal,
premium (if any) and interest before any such payments are made on
account of the Subordinated Debt Securities. In addition, in the
event that (a) the Subordinated Debt Securities or any other debt
securities issued under the Subordinated Indenture are declared due
and payable because of an Event of Default (other than under the
circumstances described in the preceding sentence) or (b) any
default by the Company has occurred and is continuing in the
payment of principal, premium (if any), sinking funds or interest
on any Senior Debt, then no payment shall be made on account of
principal, premium (if any), sinking funds or interest on the
Subordinated Debt Securities until all such payments due in respect
of such Senior Debt have been paid full. (Sections 1301 and 1304)
By reason of such subordination, creditors of the Company who are
not holders of Senior Debt may, subject to any subordination
provisions that may be applicable to such creditors, recover more
ratably than holders of the Subordinated Debt Securities.
As of September 30, 1995, the Company had outstanding approximately
$1.8 billion principal amount of indebtedness which would
constitute "Senior Debt". The Company also has unused lines of
credit for up to a maximum of $1.7 billion at November 30, 1995.
The amount of Senior Debt may change in the future, and the
Subordinated Indenture contains no limitations on the incurrence of
Senior Debt.
Conversion. The Subordinated Indenture provides that a series of
Subordinated Debt Securities may be convertible into Common Stock.
The following provisions will apply to convertible Subordinated
Debt Securities unless otherwise provided in the Prospectus
Supplement for such series of Subordinated Debt Securities.
The holder of any convertible Subordinated Debt Securities will
have the right, exercisable at any time prior to maturity, subject
to prior redemption by the Company, to convert any portion of such
Subordinated Debt Securities that is $1,000 in principal amount or
any integral multiple thereof, into shares of Common Stock at the
conversion price or conversion rate set forth in the Prospectus
Supplement, subject to adjustment.
In certain events, the conversion price or conversion rate will be
subject to adjustment as set forth in the Subordinated Indenture.
Such events include the issuance of shares of Common Stock as a
dividend or distribution on the Common Stock; subdivisions,
combinations and reclassifications of the Common Stock; the fixing
of a record date for the issuance to all holders of Common Stock of
rights or warrants entitling the holders thereof (for a period
expiring within 45 days of the record date) to subscribe for or
purchase shares of Common Stock at a price per share less than the
then current market price per share of Common Stock (as determined
pursuant to the Subordinated Indenture); and the fixing of a record
date for the distribution to all holders of Common Stock of
evidences of indebtedness or assets (excluding cash dividends paid
from surplus) of the Company or subscription rights or warrants
(other than those referred to above). No adjustment of the
conversion price or conversion rate will be required unless an
adjustment would require a cumulative increase or decrease of at
least 1% in such price or rate. (Section 1404)
Fractional shares of Common Stock will not be issued upon
conversion, but, in lieu thereof, the Company will pay a cash
adjustment based on the then current market price for the Common
Stock. Upon conversion, no adjustments will be made for accrued
interest or dividends, and, accordingly, convertible Subordinated
Debt Securities surrendered for conversion between the record date
for an interest payment and the interest payment date (except
convertible Subordinated Debt Securities called for redemption on
a redemption date during such period) must be accompanied by
payment of an amount equal to the interest thereon which the
registered holder is to receive. (Sections 1403 and 1405)
In the case of any reclassification or change in the outstanding
shares of Common Stock, any consolidation or merger of the Company
(with certain exceptions) or any conveyance, transfer or lease of
the property and assets of the Company substantially as an
entirety, the holder of convertible Subordinated Debt Securities,
after the consolidation, merger, conveyance, transfer or lease,
will have the right to convert such convertible Subordinated Debt
Securities into the kind and amount of securities, cash and other
property which the holder would have been entitled to receive upon
or in connection with such consolidation, merger, conveyance,
transfer or lease, if the holder had held the Common Stock issuable
upon conversion of such convertible Subordinated Debt Securities
immediately prior to such consolidation, merger, conveyance,
transfer or lease. (Section 1406)
Regarding the Subordinated Trustee. The Company may from time to
time in the future have other banking relationships with the
Subordinated Trustee in the ordinary course of business.
CAPITAL STOCK
Pursuant to its Restated Certificate of Incorporation, the Company
is authorized to issue (i) 400,000,000 shares of Common Stock, $.16
2/3 par value and (ii) 25,000,000 shares of Preferred Stock,
without par value, of which 4,000,000 shares have been designated
by the Board of Directors as Series A Participating Preferred Stock
which may be issued upon the exercise of Rights (hereinafter
defined) associated with the Common Stock as discussed below.
On June 1, 1988, the Board of Directors of the Company declared a
dividend distribution of one right (a "Right") on each share of
Common Stock outstanding at the close of business on June 13, 1988,
and in connection therewith entered into a Rights Agreement, dated
as of June 1, 1988 (as amended, the "Rights Agreement") with Texas
Commerce Bank National Association (subsequently succeeded by First
Chicago Trust Company of New York) as Rights Agent. In addition,
the Board authorized the issuance of one Right with respect to each
share of Common Stock that becomes outstanding between June 13,
1988 and the earliest of the dates on which separate Right
certificates are distributed or the Rights expire or are redeemed.
The Rights distribution was not taxable to stockholders.
When exercisable, each Right will entitle the registered holder to
purchase one one-hundredth of a share of Series A Participating
Preferred Stock at an exercise price of $110.00, subject to
adjustment. The Rights will not be exercisable prior to the
expiration of the Company's right to redeem the Rights. The
Company is entitled to redeem the Rights at $.05 per Right (subject
to adjustment) up to and including the tenth business day
(twentieth business day if the Board of Directors so determines)
after the acquisition by a person of beneficial ownership of shares
of the Company's stock having 10% or more of the general voting
power of the Company. The Rights will expire on June 13, 1998,
unless earlier redeemed.
In general, the Rights Agreement provides that if the Company is
acquired in a merger or other business combination transaction on
or at any time after the date on which a person obtains ownership
of stock having 10% more of the Company's general voting power
("Stock Acquisition Date"), provision must be made prior to the
consummation of such transaction to entitle each holder of a Right
(except as provided in the Plan) to purchase at the exercise price
a number of the acquiring company's common shares having a market
value (determined as provided in the Rights Agreement) at the time
of such transaction of two times the exercise price of the Right.
The Rights Agreement also provides that in the event of (i) the
acquisition of the Company on or at any time after the Stock
Acquisition Date in a merger or other business combination
transaction in which the Company's Common Stock remains outstanding
and unchanged, (ii) certain self-dealing transactions by a 10% or
greater stockholder, (iii) the acquisition by a person of at least
15% of the general voting power of the Company or (iv) an increase
in the ownership interest of a 10% or greater stockholder by more
than 1% as a result of the occurrence of any of certain events
specified in the Rights Agreement, then, in each such case, each
holder of a Right (except as provided in the Rights Agreement) will
have the right to receive, upon payment of the exercise price, a
number of shares of Series A Participating Preferred Stock having
a market value (determined as provided in the Rights Agreement) at
the time of such transaction of two times the exercise price of a
Right.
Certain provisions in the Company's Restated Certificate of
Incorporation and By-laws may have the effect of delaying,
deferring or preventing a change in control of the Company. These
provisions require that the Company's Board of Directors be divided
into three classes that are elected for staggered three-year terms;
provide that stockholders may act only at annual or special
meetings and may not act by written consent; provide that special
meetings of stockholders may be called only by the Board of
Directors; authorize the directors of the Company to determine the
size of the Board of Directors; require that stockholder
nominations for directors be made to the Nominating Committee of
the Company prior to a meeting of stockholders; provide that
directors may be removed only for cause and only by a supermajority
vote (80% of shares outstanding) of the stockholders (a
"Supermajority Vote"), including a majority in interest of the
holders ("Minority Holders") of voting stock held by persons other
than any person who, together with its affiliates and associates,
owns more than 10% of the voting stock; provide for certain minimum
price and procedural requirements in connection with certain
business combinations, in the absence of which the business
combination would require approval by a Supermajority Vote,
including a majority in interest of the Minority Holders; require
a Supermajority Vote, including a majority in interest of the
Minority Holders, for the amendment of any of the foregoing
provisions unless approved by a majority of the Board of Directors
in certain events; and authorize the Board of Directors to
establish one or more series of Preferred Stock, without any
further stockholder approval, having rights, preferences,
privileges and limitations that could impede or discourage the
acquisition of control of the Company.
Description of Common Stock. At December 14, 1995, 212,660,643
shares of Common Stock were issued and outstanding and
approximately 46 million shares were reserved for issuance (i)
pursuant to the Company's Dividend Reinvestment Plan and employee
benefit plans (including stock option plans), (ii) upon conversion
of debentures, (iii) pursuant to outstanding stock purchase
contracts and (iv) in connection with the acquisition of businesses
and properties in the normal course of business. Subject to the
dividend preferences of any outstanding shares of Preferred Stock,
all shares of Common Stock are entitled to participate in such
dividends as may be declared by the Board of Directors out of
assets available for such payment. Holders of Common Stock are
entitled to one vote for each share held. All outstanding shares
are, and shares issuable hereunder will be, validly issued, fully
paid and nonassessable. Holders of Common Stock have no cumulative
voting rights or preemptive rights. In the event of a liquidation,
dissolution or winding up of the Company, holders of Common Stock
are entitled to share ratably in the distribution of assets
remaining after payment of debts and expenses and of any preference
due to holders of any preferred stock of the Company then
outstanding. As described above, one Right will be issued in
respect of each share of Common Stock issued before the earliest of
the dates on which separate Right certificates are distributed or
the Rights expire or are redeemed.
The Common Stock Transfer Agent and Registrar is First Chicago
Trust Company of New York, Stock Transfer Department, Mail Suite
4694, Post Office Box 2536, Jersey City, New Jersey 07303-2536.
Description of Preferred Stock. Under the Company's Restated
Certificate of Incorporation, the Board of Directors may provide
for the issuance of up to 25,000,000 shares of Preferred Stock in
one or more series. The rights, preferences, privileges and
restrictions, including liquidation preferences, of the Preferred
Stock of each series will be fixed or designated by the Board of
Directors pursuant to a certificate of designation without any
further vote or action by the Company's stockholders. The issuance
of Preferred Stock could have the effect of delaying, deferring or
preventing a change in control of the Company. Upon issuance
against full payment of the purchase price therefor, shares of
Preferred Stock offered hereby will be fully paid and
nonassessable.
The specific terms of a particular series of Preferred Stock
offered hereby will be described in a Prospectus Supplement
relating to such series and will include the following:
(i) The maximum number of shares to constitute the series and
the distinctive designation thereof;
(ii) The annual dividend rate, if any, on shares of the series,
whether such rate is fixed or variable or both, the date or
dates from which dividends will begin to accrue or
accumulate and whether dividends will be cumulative;
(iii) Whether the shares of the series will be redeemable and, if
so, the price at and the terms and conditions on which the
shares of the series may be redeemed, including the time
during which shares of the series may be redeemed and any
accumulated dividends thereon that the holders of shares of
the series shall be entitled to receive upon the redemption
thereof;
(iv) The liquidation preference, if any, applicable to shares of
the series;
(v) Whether the shares of the series will be subject to
operation of a retirement or sinking fund and, if so, the
extent and manner in which any such fund shall be applied
to the purchase or redemption of the shares of the series
for retirement or for other corporate purposes, and the
terms and provisions relating to the operation of such
fund;
(vi) The terms and conditions, if any, on which the shares of
the series shall be convertible into, or exchangeable for,
shares of any other class or classes of capital stock of
the Company or another corporation or any series of any
other class or classes, or of any other series of the same
class, including the price or prices or the rate or rates
of conversion or exchange and the method, if any, of
adjusting the same;
(vii) The voting rights, if any, on the shares of the series; and
(viii) Any other preferences and relative, participating, optional
or other special rights or qualifications, limitations or
restrictions thereof.
DESCRIPTION OF WARRANTS
The Company may issue Warrants, including Warrants to purchase Debt
Securities ("Debt Warrants") and Warrants to purchase Common Stock
or Preferred Stock ("Stock Warrants"). Warrants may be issued
independently of or together with any other Securities and may be
attached to or separate from such Securities. Each series of
Warrants will be issued under a separate Warrant Agreement (each a
"Warrant Agreement") to be entered into between the Company and a
Warrant Agent ("Warrant Agent"). The Warrant Agent will act solely
as an agent of the Company in connection with the Warrant of such
series and will not assume any obligation or relationship of agency
for or with holders or beneficial owners of Warrants. The following
sets forth certain general terms and provisions of the Warrants
offered hereby. Further terms of the Warrants and the applicable
Warrant Agreement will be set forth in the applicable Prospectus
Supplement.
Debt Warrants
The applicable Prospectus Supplement will describe the terms of any
Debt Warrants, including the following: (i) the title of such Debt
Warrants; (ii) the offering price for such Debt Warrants, if any;
(iii) the aggregate number of such Debt Warrants; (iv) the
designation and terms of the Debt Securities purchasable upon
exercise of such Debt Warrants; (v) if applicable, the designation
and terms of the Securities with which such Debt Warrants are
issued and the number of such Debt Warrants issued with each such
Security; (vi) if applicable, the date from and after which such
Debt Warrants and any Securities issued therewith will be
separately transferable; (vii) the principal amount of Debt
Securities purchasable upon exercise of a Debt Warrant and the
price at which such principal amount of Debt Securities may be
purchased upon exercise; (viii) the date on which the right to
exercise such Debt Warrants shall commence and the date on which
such right shall expire; (ix) if applicable, the minimum or maximum
amount of such Debt Warrants that may be exercised at any one time;
(x) whether the Debt Warrants represented by the Debt Warrant
certificates or Debt Securities that may be issued upon exercise of
the Debt Warrants will be issued in registered or bearer form; (xi)
information with respect to book-entry procedures, if any; (xii)
the currency, currencies or currency units in which the offering
price, if any, and the exercise price are payable; (xiii) if
applicable, a discussion of certain United States federal income
tax considerations; (xiv) the antidilution provisions of such Debt
Warrants, if any; (xv) the redemption or call provisions, if any,
applicable to such Debt Warrants; and (xvi) any additional terms of
the Debt Warrants, including terms, procedures and limitations
relating to the exchange and exercise of such Debt Warrants.
Stock Warrants
The applicable Prospectus Supplement will describe the terms of any
Stock Warrants, including the following: (i) the title of such
Stock Warrants; (ii) the offering price of such Stock Warrants, if
any; (iii) the aggregate number of such Stock Warrants; (iv) the
designation and terms of the Common Stock or Preferred Stock
purchasable upon exercise of such Stock Warrants; (v) if
applicable, the designation and terms of the Securities with which
such Stock Warrants are issued and the number of such Stock
Warrants issued with each such Security; (vi) if applicable, the
date from and after which such Stock Warrants and any Securities
issued therewith will be separately transferrable; (vii) the number
of shares of Common Stock or Preferred Stock purchasable upon
exercise of a Stock Warrant and the price at which such shares may
be purchased upon exercise; (viii) the date on which the right to
exercise such Stock Warrants shall commence and the date on which
such right shall expire; (ix) if applicable, the minimum or maximum
amount of such Stock Warrants that may be exercised at any one
time; (x) the currency, currencies or currency units in which the
offering price, if any, and the exercise price are payable; (xi) if
applicable, a discussion of certain United States federal income
tax considerations; (xii) the antidilution provisions of such Stock
Warrants, if any; (xiii) the redemption or call provisions, if any,
applicable to such Stock Warrants; and (xiv) any additional terms
of such Stock Warrants, including terms, procedures and limitations
relating to the exchange and exercise of such Stock Warrants.
DESCRIPTION OF STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS
The Company may issue Stock Purchase Contracts, including contacts
obligating holders to purchase from the Company, and the Company to
sell to the holders, a specified number of shares of Common Stock
or Preferred Stock at a future date or dates. The price per share
of Preferred Stock or Common Stock may be fixed at the time the
Stock Purchase Contracts are issued or may be determined by
reference to a specific formula set forth in the Stock Purchase
Contracts. The Stock Purchase Contracts may be issued separately
or as a part of units ("Stock Purchase Units") consisting of a
Stock Purchase Contract and Debt Securities or debt obligations of
third parties, including U.S. Treasury securities, securing the
holders' obligations to purchase the Preferred Stock or the Common
Stock under the Purchase Contracts. The Stock Purchase Contracts
may require the Company to make periodic payments to the holders of
the Stock Purchase Units or visa versa, and such payments may be
unsecured or prefunded on some basis. The Stock Purchase Contracts
may require holders to secure their obligations thereunder in a
specified manner.
The applicable Prospectus Supplement will describe the terms of any
Stock Purchase Contracts or Stock Purchase Units. The description
in the Prospectus Supplement will not purport to be complete and
will be qualified in its entirety by reference to the Stock
Purchase Contracts, and, if applicable, collateral arrangements and
depositary arrangements, relating to such Stock Purchase Contracts
or Stock Purchase Units.
PLAN OF DISTRIBUTION
The Company may sell the Securities being offered hereby in and/or
outside the United States (i) through underwriters or a group of
underwriters or dealers, (ii) through agents designated from time
to time or (iii) directly to purchasers.
If an underwriter or underwriters are utilized in the sale, the
Company will enter into an underwriting agreement with such
underwriters at the time of sale to them, and the names of the
underwriters and the terms and conditions of the transaction
(including underwriting discounts and commissions and other items
constituting underwriting compensation and discounts and
commissions to be allowed or paid to any dealers) will be set forth
in the Prospectus Supplement, which will be used by the
underwriters to make sales of the Offered Securities in respect of
which this Prospectus is delivered to the public. The underwriters
may be entitled, under the underwriting agreement, to
indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act. Only underwriters
named in the Prospectus Supplement are deemed to be underwriting in
connection with the Offered Securities in respect of which such
Prospectus Supplement and this Prospectus are delivered and any
firms not named therein are not parties to the underwriting
agreement in respect of such Offered Securities and will have no
direct or indirect participation in the underwriting thereof,
although they may participate in the distribution of such
Securities under circumstances where they may be entitled to a
dealer's commission.
If so indicated in the Prospectus Supplement, the Company will
authorize underwriters to solicit offers by certain institutions to
purchase Offered Securities from the Company at the price set forth
in the Prospectus Supplement pursuant to delayed delivery contracts
for payment and delivery at a future date. The Prospectus
Supplement will set forth the commission payable to the
underwriters for solicitation of such contracts.
Offers to purchase Offered Securities may be solicited directly by
the Company or by agents designated by the Company from time to
time. Unless otherwise indicated in the Prospectus Supplement, any
such agent will be acting on a best efforts basis for the period of
its appointment. Agents may be entitled under agreements which may
be entered into with the Company to indemnification by the Company
against certain civil liabilities, including liabilities under the
Securities Act.
If an agent or agents are utilized in the sale, such persons may be
deemed to be "underwriters", and any discounts, commissions or
concessions received by them from the Company or any profit on the
resale of Offered Securities by them may be deemed to be
underwriting discounts and commissions under the Securities Act.
Any such person who may be deemed to be an underwriter and any such
compensation received from the Company will be described in the
Prospectus Supplement.
The time and place for delivery of the Offered Securities in
respect of which this Prospectus is delivered are set forth in the
Prospectus Supplement.
LEGAL OPINIONS
The legality of the Securities to be offered hereby will be passed
upon for the Company by Fulbright & Jaworski L.L.P., 1301 McKinney
Street, Houston, Texas 77010, and for any underwriters or agents of
a particular issue of Offered Securities, by Vinson & Elkins
L.L.P., 1001 Fannin Street, First City Tower, Houston, Texas 77002
or by other counsel identified in the relevant Prospectus
Supplement as passing on the same for any such underwriters and
agents. Vinson & Elkins L.L.P. has represented the Company in
various legal matters from time to time.
EXPERTS
The consolidated financial statements and schedules included in the
Annual Report of the Company on Form 10-K for the year ended
September 30, 1995 incorporated herein by reference, have been
audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are
incorporated herein by reference in reliance upon the authority of
said firm as experts in giving said report.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution.*
Securities and Exchange Commission Registration Fee....$ 344,828
Printing and Engraving Expenses........................ 50,000
Accounting Fees and Expenses........................... 100,000
Legal Fees and Expenses................................ 100,000
Trustee Fees........................................... 40,000
Fees of Rating Agencies................................ 170,000
Blue Sky Fees and Expenses............................. 10,000
Miscellaneous.......................................... 5,172
-----------
TOTAL............................................$ 820,000
===========
- ------------------
*Estimated, except for the SEC Registration Fee.
ITEM 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
empowers the Company to, and the By-laws of the Company provide
that it shall, indemnify any person who was or is a party or is
threatened to be made a party to, or otherwise becomes involved in,
any threatened, pending or completed action, suit or proceeding
(other than an action, suit or proceeding by or in the right of the
Company) by reason of the fact that he is or was a director,
officer, employee or agent of the Company, or is or was serving at
the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys's fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful; except
that, in the case of an action or suit by or in the right of the
Company, no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to
be liable to the Company unless and only to the extent that the
Court of Chancery of the State of Delaware or the court in which
such action or suit was brought shall determine that such person is
fairly and reasonably entitled to indemnity for proper expenses.
The Company's By-laws provide, pursuant to Section 145 of the
General Corporation Law of the State of Delaware, for
indemnification of officers, directors, employees and agents of the
Company and persons serving at the request of the Company in such
capacities for other business organizations against certain losses,
costs, liabilities and expenses incurred by reason of their
positions with the Company or such other business organizations.
The Company's Restated Certificate of Incorporation contains a
provision which eliminates, to the fullest extent permitted by law,
director liability for monetary damages for breaches of fiduciary
duty of care.
At the annual meeting of stockholders held on March 4, 1987, the
Company's stockholders adopted a resolution authorizing the Company
to enter into an Indemnity Agreement (the "Indemnity Agreement")
with each director of the Company and with certain officers of the
Company designated by the Board of Directors or its Executive
Committee. The Indemnity Agreement requires that the Company
indemnify directors and designated officers who are parties thereto
in all cases to the fullest extent permitted by applicable law.
Pursuant to a policy of directors' and officers' liability and
corporation reimbursement insurance, the Company's officers and
directors are insured, subject to the limits, retention, exceptions
and other terms and conditions of such policy, against liability
for any actual or alleged breach of duty, neglect, error,
misstatement, misleading statement, omission or other act done or
wrongfully attempted while acting in their capacities as directors
or officers of the Company.
Pursuant to a number of agreements by which the Company acquired
ownership of businesses, the former owners of those businesses
individually agreed to indemnify each officer of the Company, each
person who may be liable as a director of the Company or as a
person who controls or shall have controlled the Company within the
meaning of the Securities Act of 1933, as amended (the "Securities
Act"), against certain liabilities that such officers, directors or
controlling persons might incur. Generally, such former owners
have agreed to indemnify such officers, directors or controlling
persons against any and all damages or liabilities to which such
officers, directors or control persons may become subject under the
Securities Act, the Securities Exchange Act of 1934, as amended,
state securities laws, the common law or otherwise, including legal
and other expenses incurred in connection therewith, but only
insofar as such liabilities arise out of or are based upon any
untrue statement or omission or alleged omission based upon
information furnished to the Company by or on behalf of such former
owner for use in certain registration statements filed by the
Company under the Securities Act or upon failure of such former
owner to provide such information.
ITEM 16. Exhibits.
SEC FILE OR
REGISTRATION EXHIBIT
NUMBER NUMBER
*1(a) Form of Underwriting Agreement (for equity 33-51879 1(a)
securities).
*1(b) Form of Underwriting Agreement (for debt 33-51879 1(b)
securities)
*4(a) Restated Certificate of Incorporation 1-6805 3(a)
dated December 7, 1991 (10-K,
September
30, 1993)
4(b) Bylaws, as amended through December 5, 1995
*4(c) Rights Agreement, dated June 1, 1988, 1-6805 3.3
between the Registrant and Texas Commerce (10-K,
Bank National Association. September
30, 1988)
*4(d) First Amendment, dated March 1, 1989, to 1-6805 10.1
Rights Agreement, dated as of June 1, (10-Q, June
1988, between the Company and Texas 30, 1989)
Commerce Bank National Association.
*4(e) Second Amendment, dated March 7, 1990, to 1-6805 4.1
Rights Agreement, dated as of June 1, (10-Q, March
1988, between the Registrant and First 31, 1990)
Chicago Trust Company of New York as
successor Rights Agent.
*4(f) Restated Indenture, dated as of September 1-6805 4.8
1, 1991, between First City, Texas- (10-K,
Houston, National Association, Trustee, September
and the Registrant. 10, 1991)
*4(g) Indenture, dated as of August 1, 1987, 33-16537 4.1
between First RepublicBank Houston,
National Association, Trustee, and the
Registrant.
*4(h) First Supplemental Indenture, dated as of 33-51879 4(f)
January 11, 1994, between the Registrant
and NationsBank of Texas, National
Association, as successor Trustee.
*4(i) Second Amended and Restated Revolving 1-6805 (10-K, 4.4
Credit Agreement, dated as of May 31, September 30,
1995, among the Registrant and Texas 1995)
Commerce Bank National Association as
Administrative Agent, and the other banks
named therein.
*4(j) Multicurrency Revolving Credit Agreement, 1-6805 (10-Q, 4.11
dated December 5, 1994, between BFI December 31,
Acquisition plc, BFI International, Inc., 1994)
Browning-Ferris Industries Europe, Inc.,
the Registrant and Credit Suisse and the
Banks specified therein.
5 Opinion of Fulbright & Jaworski L.L.P. as
to legality of the securities being
registered.
*12(a) Computation of Ratios of Earnings to Fixed 1-6805 (10-K, 12.1
Charges (for last five fiscal years). September 30,
1995)
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Fulbright & Jaworski L.L.P.
(included in their opinion filed as
Exhibit 5).
24 Powers of Attorney (included under the
caption "Power of Attorney and
Signatures").
25(a) Form T-1 Statement of Eligibility and
Qualification under the Trust Indenture
Act of 1939 of Texas Commerce Bank
National Association relating to the
Senior Indenture.
25(b) Form T-1 Statement of Eligibility and
Qualification under the Trust Indenture
Act of 1939 of The Bank of New York
relating to the Subordinated Indenture.
- ------------
* Incorporated by reference.
ITEM 17. Undertakings.
(a) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new
registration statement relating to the securities offered
herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant, 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 a
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act of
1933 and will be governed by a final adjudication of such
issue.
(c) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
provided, however, that paragraphs (i) and (ii) above do
not apply if the information required to be included in
a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(d) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the
form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement
as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment
that contains a form of prospectus shall be deemed to be
a new registration statement relating to the securities
offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for the filing on
Form S-3 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized
in the City of Houston, State of Texas, on this 15th day of
December, 1995.
BROWNING-FERRIS INDUSTRIES, INC.
(Registrant)
By: /s/ Bruce E. Ranck
______________________________
Bruce E. Ranck,
President,
Chief Executive Officer
and Director
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL MEN BY THESE presents, that each person whose signature
appears below constitutes and appoints BRUCE E. RANCK, JEFFREY E.
CURTISS, and RUFUS WALLINGFORD, and each of them, acting without
the others, true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him in his name,
place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
Registration Statement and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and to make any and all state
securities law or blue sky filings, granting unto said attorney-in-
fact and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about
the premises, as fully to all intents and purposes as he might or
could do in person, thereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
/s/ William D. Ruckelshaus
______________________________
William D. Ruckelshaus,
Chairman of the Board
and Director
/s/ Bruce E. Ranck
______________________________
Bruce E. Ranck,
President, Chief Executive
Officer and Director
/s/ Norman A. Myers
______________________________
Norman A. Myers,
Vice Chairman, Chief Marketing
Officer and Director
/s/ Jeffrey E. Curtiss
______________________________
Jeffrey E. Curtiss,
Senior Vice President and
Chief Financial Officer
/s/ David R. Hopkins
______________________________
David R. Hopkins,
Vice President, Controller and
Chief Accounting Officer
/s/ William T. Butler
______________________________
William T. Butler, Director
/s/ C. Jackson Grayson
______________________________
C. Jackson Grayson, Jr., Director
/s/ Gerald Grinstein
______________________________
Gerald Grinstein, Director
/s/ Ulrich Otto
______________________________
Ulrich Otto, Director
/s/ Harry J. Phillips, Sr.
______________________________
Harry J. Phillips, Sr., Director
/s/ Joseph L. Roberts, Jr.
______________________________
Joseph L. Roberts, Jr., Director
/s/ Marc J. Shapiro
______________________________
Marc J. Shapiro, Director
/s/ Robert M. Teeter
______________________________
Robert M. Teeter, Director
/s/ Louis A. Waters
______________________________
Louis A. Waters, Director
/s/ Marina v.N. Whitman
______________________________
Marina v.N. Whitman, Director
December 15, 1995. /s/ Peter S. Willmott
______________________________
Peter S. Willmott, Director
EXHIBIT INDEX
SEC FILE OR
REGISTRATION EXHIBIT
NUMBER NUMBER
*1(a) Form of Underwriting Agreement (for equity 33-51879 1(a)
securities).
*1(b) Form of Underwriting Agreement (for debt 33-51879 1(b)
securities).
*4(a) Restated Certificate of Incorporation 1-6805 3(a)
(10-K,
September
30, 1993)
4(b) Bylaws, as amended through December 5,
1995.
*4(c) Rights Agreement, dated June 1, 1988, 1-6805 3.3
between the Registrant and Texas Commerce (10-K,
Bank National Association. September
10, 1988)
*4(d) First Amendment, dated March 1, 1989, to 1-6805 10.1
Rights Agreement, dated as of June 1, (10-Q, June
1988, between the Company and Texas 30, 1989)
Commerce Bank National Association.
*4(e) Second Amendment, dated March 7, 1990, to 1-6805 4.1
Rights Agreement, dated as of June 1, (10-Q, March
1988, between the Registrant and First 31, 1990)
Chicago Trust Company of New York as
successor Rights Agent.
*4(f) Restated Indenture, dated as of September 1-6805 4.8
1, 1991, between First City, Texas- (10-K,
Houston, National Association, Trustee, September
and the Registrant. 10, 1991)
*4(g) Indenture, dated as of August 1, 1987, 33-16537 4.1
between First RepublicBank Houston,
National Association, Trustee, and the
Registrant.
*4(h) First Supplemental Indenture, dated as of 33-51879 4(f)
January 11, 1994, between the Registrant
and NationsBank of Texas, National
Association, as successor Trustee.
*4(i) Second Amended and Restated Revolving 1-6805 (10- 4.4
Credit Agreement, dated as of May 31, K, September
1995, among the Registrant and Texas 30, 1995)
Commerce Bank National Association as
Administrative Agent, and the other banks
named therein.
*4(j) Multicurrency Revolving Credit Agreement, 1-6805 (10- 4.11
dated December 5, 1994, between BFI Q, December
Acquisition plc, BFI International, Inc., 31, 1994)
Browning-Ferris Industries Europe, Inc.,
the Registrant and Credit Suisse and the
Banks specified therein.
5 Opinion of Fulbright & Jaworski L.L.P. as
to legality of the securities being registred.
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Fulbright & Jaworski L.L.P.
(included in their opinion filed as
Exhibit 5).
24 Powers of Attorney (included under the
caption "Power of Attorney and
Signatures").
25(a) Form T-1 Statement of Eligibility and
Qualification under the Trust Indenture
Act of 1939 of Texas Commerce Bank
National Association relating to the
Senior Indenture.
25(b) Form T-1 Statement of Eligibility and
Qualification under the Trust Indenture
Act of 1939 of The Bank of New York
relating to the Subordinated Indenture.
- ------------
* Incorporated by reference
BY-LAWS OF
BROWNING-FERRIS INDUSTRIES, INC.
A DELAWARE CORPORATION
AS AMENDED THROUGH DECEMBER 5, 1995
<PAGE>
BY-LAWS, AS AMENDED, OF
BROWNING-FERRIS INDUSTRIES, INC.
A DELAWARE CORPORATION
TABLE OF CONTENTS*
ARTICLE 1--Offices
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PAGE
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SECTION 1.1 Registered Office........................................... 1
SECTION 1.2 Other Offices............................................... 1
ARTICLE II--Meetings of Stockholders
SECTION 2.1 Place of Meeting............................................ 1
SECTION 2.2 Annual Meeting.............................................. 1
SECTION 2.3 Voting List................................................. 1
SECTION 2.4 Special Meeting............................................. 1
SECTION 2.5 Notice of Meeting........................................... 1
SECTION 2.6 Quorum...................................................... 2
SECTION 2.7 Voting...................................................... 2
SECTION 2.8 Consent of Stockholders..................................... 2
SECTION 2.9 Voting of Stock of Certain Holders.......................... 2
SECTION 2.10 Treasury Stock.............................................. 2
SECTION 2.11 Fixing Record Date.......................................... 2
SECTION 2.12 Notification of Nominations................................. 3
ARTICLE III--Board of Directors
SECTION 3.1 Powers...................................................... 3
SECTION 3.2 Number, Election and Term................................... 3
SECTION 3.3 Vacancies, Additional Directors and Removal from Office..... 3
SECTION 3.4 Regular Meeting............................................. 4
SECTION 3.5 Special Meeting............................................. 4
SECTION 3.6 Notice of Special Meeting................................... 4
SECTION 3.7 Quorum...................................................... 4
SECTION 3.8 Action Without Meeting...................................... 4
SECTION 3.9 Meeting by Telephone........................................ 4
SECTION 3.10 Compensation................................................ 4
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* This Table of Contents is not part of the By-Laws, as amended.
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ARTICLE IV--Committees of Directors
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SECTION 4.1 Executive Committee.......................................... 5
SECTION 4.2 Compensation Committee....................................... 5
SECTION 4.3 Audit Committee.............................................. 5
SECTION 4.4 Nominating Committee......................................... 6
SECTION 4.5 Corporate Responsibility Committee........................... 6
SECTION 4.6 Finance Committee............................................ 7
SECTION 4.7 Designation, Powers and Name................................. 7
SECTION 4.8 Committee Operations......................................... 7
SECTION 4.9 Minutes...................................................... 8
SECTION 4.10 Compensation................................................. 8
ARTICLE V--Notice
SECTION 5.1 Methods of Giving Notice..................................... 8
SECTION 5.2 Written Waiver............................................... 8
ARTICLE VI--Officers
SECTION 6.1 Officers..................................................... 8
SECTION 6.2 Election and Term of Office.................................. 9
SECTION 6.3 Removal and Resignation...................................... 9
SECTION 6.4 Vacancies.................................................... 9
SECTION 6.5 Salaries..................................................... 9
SECTION 6.6 Chairman of the Board........................................ 9
SECTION 6.7 Chief Executive Officer...................................... 9
SECTION 6.8 Vice Chairman................................................ 10
SECTION 6.9 President.................................................... 10
SECTION 6.10 Chief Operating Officer...................................... 10
SECTION 6.11 Vice Presidents.............................................. 10
SECTION 6.12 Secretary.................................................... 10
SECTION 6.13 Treasurer.................................................... 11
SECTION 6.14 Assistant Secretary or Assistant Treasurer................... 11
ARTICLE VII--Contracts, Checks and Deposits
SECTION 7.1 Contracts.................................................... 11
SECTION 7.2 Checks, etc. ................................................ 11
SECTION 7.3 Deposits..................................................... 12
ARTICLE VIII--Certificate of Stock
SECTION 8.1 Issuance..................................................... 12
SECTION 8.2 Lost Certificates............................................ 12
SECTION 8.3 Transfers.................................................... 12
SECTION 8.4 Registered Stockholders...................................... 12
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ARTICLE IX--Dividends
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SECTION 9.1 Declaration.................................................. 13
SECTION 9.2 Reserve...................................................... 13
ARTICLE X--Indemnification
SECTION 10.1 Third Party Actions.......................................... 13
SECTION 10.2 Actions by or in the Right of the Corporation................ 13
SECTION 10.3 Successful Defense........................................... 13
SECTION 10.4 Determination of Conduct..................................... 14
SECTION 10.5 Payment of Expenses in Advance............................... 14
SECTION 10.6 Indemnity Not Exclusive...................................... 14
SECTION 10.7 The Corporation.............................................. 14
SECTION 10.8 Insurance Indemnification.................................... 14
SECTION 10.9 Heirs, Executors and Administrators.......................... 14
ARTICLE XI--Miscellaneous
SECTION 11.1 Seal......................................................... 15
SECTION 11.2 Books........................................................ 15
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ARTICLE XII--Amendment
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BY-LAWS, AS AMENDED,*
OF
BROWNING-FERRIS INDUSTRIES, INC.
(A DELAWARE CORPORATION)
ARTICLE I
Offices
SECTION 1.1. Registered Office. The registered office of the corporation in
the State of Delaware shall be in the City of Wilmington, County of New
Castle, and the name of its registered agent shall be The Corporation Trust
Company.
SECTION 1.2. Other Offices. The corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation
may require.
ARTICLE II
Meetings of Stockholders
SECTION 2.1. Place of Meeting. All meetings of stockholders/2//1/ shall be
held at such place, either within or without the State of Delaware, as shall
be designated from time to time by the Board of Directors and stated in the
notice of the meeting.
SECTION 2.2. Annual Meeting. The annual meeting of stockholders shall be
held at such date and time as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting.
SECTION 2.3. Voting List. The officer who has charge of the stock ledger of
the corporation shall prepare and make, at least ten days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting,/2//1/ or if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time
and place of the meeting during the whole time thereof, and may be inspected
by any stockholder who is present.
SECTION 2.4. Special Meeting. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the Restated
Certificate of Incorporation of the corporation (the "Certificate of
Incorporation"), may be called only by the persons specified in the
Certificate of Incorporation. The officers or directors shall fix the time and
any place, either within or without the State of Delaware, as the place for
holding such meeting./2//1/
SECTION 2.5. Notice of Meeting. Written notice of the annual, and each
special meeting of stockholders, stating the time, place and in the case of
special meetings, the/1//7/ purpose or purposes thereof, shall be given to
each stockholder entitled to vote thereat, not less than ten nor more than
60/7/ days before the meeting.
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* Through September 6, 1995. Neither the footnote references, the footnotes,
nor the Officer's Certificate appended hereto, are a part of these by-laws, as
amended.
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SECTION 2.6. Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at any meeting of stockholders for the
transaction of business except when stockholders are required to vote by
class, in which event a majority of the issued and outstanding shares of the
appropriate class shall be present in person or by proxy, and/2/ except as
otherwise provided by statute or by the Certificate of Incorporation.
Notwithstanding any other provisions of the Certificate of Incorporation or
these by-laws, the holders of a majority of the shares of capital stock
entitled to vote thereat, present in person or represented by proxy, whether
or not a quorum is present, shall have power to adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. If the adjournment is for more than 30 days,
or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder
of record entitled to vote at the meeting. At such adjourned meeting at which
a quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified.
SECTION 2.7. Voting. When a quorum is present at any meeting of the
stockholders, the vote of the holders of a majority of the stock having voting
power present in person or represented by proxy shall decide any question
brought before such meeting, unless the question is one upon which, by express
provision of the statutes, of the Certificate of Incorporation or of these by-
laws, a different vote is required, in which case such express provision shall
govern and control the decision of such question. Every stockholder having the
right to vote shall be entitled to vote in person, or by proxy appointed by an
instrument in writing subscribed by such stockholder, bearing a date not more
than one year/2/ prior to voting/2/ and filed with the Secretary of the
Corporation before, or at the time of, the meeting. If such instrument shall
designate two or more persons to act as proxies, unless such instrument shall
provide the contrary, a majority of such persons present at any meeting at
which their powers thereunder are to be exercised shall have and may exercise
all the powers of voting/2//1/ thereby conferred, or if only one be present,
then such powers may be exercised by that one; or, if an even number attend
and a majority do not agree on any particular issue, each proxy so attending
shall be entitled to exercise such powers in respect of the same portion of
the shares as he is of the proxies representing such shares. Unless required
by statute or determined by the Chairman of the Meeting to be advisable, the
vote on any question need not be by written ballot./2/
SECTION 2.8. Consent of Stockholders. Any action required or permitted to be
taken by the stockholders of the corporation must be effected at a duly called
annual or special meeting of stockholders of the corporation and may not be
effected by a consent in writing by such stockholders./2//1/
SECTION 2.9. Voting of Stock of Certain Holders. Shares standing in the name
of another corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the by-laws of such corporation may prescribe, or in the
absence of such provision, the Board of Directors of such corporation may
determine. Shares standing in the name of a deceased person may be voted by
the executor or administrator of such deceased person, either in person or by
proxy./1//7/ Shares standing in the name of a receiver may be voted by such
receiver. A stockholder whose shares are pledged shall be entitled to vote
such shares, unless in the transfer by the pledgor on the books of the
corporation, he has expressly empowered the pledgee to vote thereon, in which
case only the pledgee, or his proxy, may represent such/2//1/ stock and vote
thereon.
SECTION 2.10. Treasury Stock. The corporation shall not vote, directly or
indirectly, shares of its own stock owned by it; and such shares shall not be
counted in determining the total number of outstanding shares.
SECTION 2.11. Fixing Record Date. The Board of Directors may fix in advance
a date, not exceeding 60 nor less than 10/2/ days preceding the date of any
meeting of stockholders, or the date for payment of any dividend or
distribution, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect,/2//1/
as a record date for the determination of the stockholders entitled to notice
of, and to vote at, any such meeting and any adjournment thereof, or entitled
to receive
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payment of any such dividend or distribution, or to receive any such allotment
of rights, or to exercise the rights in respect of any such change, conversion
or exchange of capital stock,/2//1/ and in such case such stockholders and only
such stockholders as shall be stockholders of record on the date so fixed shall
be entitled to such notice of and to vote at, any such meeting and any
adjournment thereof, or to receive payment of such dividend or distribution, or
to receive such allotment of rights, or to exercise such rights,/2//1/ as the
case may be notwithstanding any transfer of any stock on the books of the
corporation after any such record date fixed as aforesaid.
SECTION 2.12. Notification of Nominations. Subject to the rights of holders
of Preferred Stock, nominations for the election of directors may be made by
the Board of Directors or the Nominating Committee, as provided in Section 4.4,
or by any stockholder entitled to vote in the election of directors generally.
However, any stockholder entitled to vote in the election of directors
generally may nominate one or more persons for election as directors at a
meeting only if written notice of such stockholder's intent to make such
nomination or nominations has been given, either by personal delivery or by
United States mail, postage prepaid, to the Nominating Committee, at the
address of the corporation's principal executive offices, not later than (i)
with respect to an election to be held at an annual meeting of stockholders,
90/2//7/ days in advance of the date of the corporation's proxy statement
released to stockholders in connection with the previous year's annual meeting
of stockholders, and (ii) with respect to an election to be held at a special
meeting of stockholders for the election of directors, the close of business on
the seventh day following the date on which notice of such meeting is first
given to stockholders. Each such notice shall set forth: (a) the name and
address of the stockholder who intends to make the nomination and of the person
or persons to be nominated; (b) a representation that the stockholder is a
holder of record of stock of the corporation at the time of giving such notice,
will be a holder of record entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (c) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (d) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission, had the nominee been nominated, or intended
to be nominated by the Board of Directors or Nominating Committee; and (e) the
consent of each nominee to serve as a director of the corporation if so
elected. The chairman of the meeting may refuse to acknowledge the nomination
of any person not made in compliance with the foregoing procedures./2//1/
ARTICLE III
Board of Directors
SECTION 3.1. Powers. The business and affairs of the corporation shall be
managed by its Board of Directors, which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation/1//7/ directed or required to be exercised or
done by the stockholders.
SECTION 3.2. Number, Election and Term. The number of directors which shall
constitute the whole Board shall be determined as provided in the Certificate
of Incorporation. Such number of directors shall, from time to time, be fixed
and determined by the directors and shall be set forth in the notice of any
meeting of stockholders held for the purpose of electing directors. The
directors shall be elected at the annual meeting of stockholders, except as
provided in Section 3.3, and each director elected shall hold office until his
successor shall be elected and shall qualify or until his earlier resignation
or removal. Directors need not be residents of Delaware or stockholders of the
corporation./2//1/
SECTION 3.3. Vacancies, Additional Directors and Removal From Office. If any
vacancy occurs in the Board of Directors caused by death, resignation,
retirement, disqualification or removal from office of
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any director, or otherwise, or if any new directorship is created by an
increase in the authorized number of directors, a majority of the directors
then in office, though less than a quorum, or a sole remaining director, may
choose a successor or fill the newly created directorship; and a director so
chosen shall hold office until the end of the term he is chosen to fill and
until his successor shall be duly elected and shall qualify, or until his
earlier resignation or removal. Any director may be removed from office as a
director only as provided in the Certificate of Incorporation./2//1/
SECTION 3.4. Regular Meeting. A regular meeting of the Board of Directors
shall be held each year, without other notice than this by-law, at the place
of, and immediately following, the annual meeting of stockholders; and other
regular meetings of the Board of Directors shall be held during/9/ each year,
at such time and place as the Board of Directors may from time to time/9/
provide, by resolution, either within or without the State of Delaware,
without other notice than such resolution.
SECTION 3.5. Special Meeting. A special meeting of the Board of Directors
may be called by the Chairman of the Board/9/,/2//0/ and shall be called by
the Secretary on the written request of any two directors. The Chairman of the
Board/2//0/ so calling, or the directors so requesting, any such meeting shall
fix the time and any place, either within or without the State of Delaware, as
the place for holding such meeting.
SECTION 3.6. Notice of Special Meeting. Notice/2//1/ of special meetings of
the Board of Directors shall be given to each director at least 48 hours prior
to the time of such meeting. Any director may waive notice of any meeting. The
attendance of a director at any meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the purpose of
objecting to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any special meeting of the Board of Directors need be specified in
the notice or waiver of notice of such meeting, except that notice shall be
given of any proposed amendment to the by-laws if it is to be adopted at any
special meeting or with respect to any other matter where notice is required
by statute.
SECTION 3.7. Quorum. A majority of the Board of Directors shall constitute a
quorum for the transaction of business at any meeting of the Board of
Directors, and the act of a majority of the directors present at any meeting
at which there is a quorum shall be the act of the Board of Directors, except
as may be otherwise specifically provided by statute, by the Certificate of
Incorporation or by these by-laws. If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat may adjourn
the meeting from time to time without notice other than announcement at the
meeting, until a quorum shall be present.
SECTION 3.8. Action Without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these by-laws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof as provided in Article IV of these by-laws, may be taken
without a meeting, if a written consent thereto is signed by all members of
the Board or of such committee, as the case may be, and such written consent
is filed with the minutes of proceedings of the Board or committee.
SECTION 3.9. Meeting by Telephone. Any action required or permitted to be
taken by the Board of Directors or any committee thereof may be taken by means
of a meeting by conference telephone or similar communications equipment so
long as all persons participating in the meeting can hear each other. Any
person participating in such meeting shall be deemed to be present in person
at such meeting.
SECTION 3.10./2//2/ Compensation. Directors, as such, shall not be entitled
to any stated salary for their services unless voted by the stockholders, the
Board of Directors or the Compensation Committee of the Board of Directors;
but by resolution of the Board of Directors or the Compensation Committee of
the Board of Directors, a fixed sum and expenses of attendance, if any, may be
allowed for attendance at each regular or special meeting of the Board of
Directors or any meeting of a committee of directors. No provision of these
by-laws shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
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ARTICLE IV
Committees/9/ of Directors
SECTION 4.1. Executive Committee. The Executive Committee of the Board of
Directors (the "Executive Committee") shall consist of not less than three
directors to be designated by the Board of Directors annually at its first
regular meeting held pursuant to Section 3.4 of these by-laws after the annual
meeting of stockholders or as soon thereafter as conveniently possible. None of
the members of the Executive Committee need be officers of the corporation. The
Executive Committee shall have and may exercise all of the powers of the Board
of Directors during the period between meetings of the Board of Directors
except as reserved to the Board of Directors or as delegated by these by-laws
or by the Board of Directors to another standing or special committee or as may
be prohibited by law and, except further, that the Executive Committee shall
not have the power to elect officers of the corporation. The Chairman of the
Board shall be a member of the Executive Committee./1//6/
SECTION 4.2./1//2/ Compensation Committee. The Compensation Committee of the
Board of Directors (the "Compensation Committee") shall consist of at least
two/2//5/ directors, all/2//5/ of whom shall be "outside" directors of the
corporation, to be designated annually by the Board of Directors at its first
regular meeting held pursuant to Section 3.4 of these by-laws after the annual
meeting of stockholders or as soon thereafter as conveniently possible. The
term "outside" director, as used in this Section 4.2, shall mean a director of
the corporation who is /1//7/,/2//1/,/2//6/ free of any relationship that, in
the opinion of the Board of Directors, would interfere with the designated
director's exercise of independent judgment as a member of the Compensation
Committee. The Compensation Committee shall have and may exercise all of the
powers of the Board of Directors during the period between meetings of the
Board of Directors, except as may be prohibited by law, with respect to (i)
studying, recommending, adopting, implementing, administering, determining and
authorizing the amount, terms, and conditions of payment of any and all forms
of compensation for the corporation's directors, officers, employees and
agents, (ii) approving and administering any loan to, guarantee of any
obligation of, or other assistance to any officer or other employee of the
corporation or any of its subsidiaries, including any officer or employee who
is a director of the corporation or any of its subsidiaries, and (iii)
implementing and administering those qualified, nonqualified, or other stock
option or purchase plans of the corporation, as designated by the Board of
Directors.
SECTION 4.3./1//2/ Audit Committee. The Audit Committee of the Board of
Directors (the "Audit Committee") shall consist solely of directors, not less
than three, all of whom shall be "outside" directors of the corporation, to be
designated annually by the Board of Directors at its first regular meeting held
pursuant to Section 3.4 of these by-laws after the annual meeting of
stockholders or as soon thereafter as conveniently possible. The term "outside"
director, as used in this Section 4.3, shall mean a director of the corporation
who is /1//7/,/2//6/ free of any relationship that, in the opinion of the Board
of Directors, would interfere with the designated director's exercise of
independent judgment as a member of the Audit Committee. The Audit Committee
shall have and may exercise all of the powers of the Board of Directors during
the period between meetings of the Board of Directors, except as may be
prohibited by law, with respect to (i) the selection and recommendation for
employment by the corporation, subject to approval by the Board of Directors
and the stockholders, of a firm of certified public accountants whose duty it
shall be to audit the books and accounts of the corporation and its
subsidiaries for the fiscal year in which they are appointed and who shall
report to the Audit Committee, provided, that in selecting and recommending for
employment any firm of certified public accountants, the Audit Committee shall
make a thorough investigation to ensure the "independence" of such accountants
as defined in the applicable rules and regulations of the Securities and
Exchange Commission; (ii) instructing the certified public accountants to
expand the scope and extent of the annual audits of the corporation into areas
of any concern to the Audit Committee, which may be beyond that necessary for
the certified public accountants to report on the financial statements of the
corporation and, at its discretion, directing other special investigations to
ensure the objectivity of the financial reporting of the corporation; (iii)
reviewing the reports submitted by the certified public accountants, conferring
with the auditors and reporting thereon to the Board of Directors with such
recommendations as the Audit Committee may deem appropriate; (iv) meeting with
the corporation's principal accounting and financial officers, the
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certified public accountants and auditors, and other officers or department
managers of the corporation as the Audit Committee shall deem necessary in
order to determine the adequacy of the corporation's accounting principles and
financial and operating policies, controls and practices, its public financial
reporting principles and practices, and the results of the corporation's annual
audit; (v) conducting inquiries into any of the foregoing, the underlying and
related facts, including such matters as the conduct of the personnel of the
corporation, the integrity of the records of the corporation, the adequacy of
the procedures and the legal and financial consequences of such facts; and (vi)
retaining and deploying such professional assistance, including outside counsel
and auditors and any others, as the Audit Committee shall deem necessary or
appropriate, in connection with the exercise of its powers on such terms as the
Audit Committee shall deem necessary or appropriate to protect the interests of
the stockholders of the corporation.
SECTION 4.4./1//8/ Nominating Committee. The Nominating Committee of the
Board of Directors (the "Nominating Committee") shall consist of at least three
directors all of whom shall be "outside" directors of the corporation,/2//6/
all to be designated annually by the Board of Directors at its first regular
meeting held pursuant to Section 3.4 of these by-laws after the annual meeting
of stockholders or as soon thereafter as conveniently possible. The term
"outside" director, as used in this Section 4.4, shall mean a director of the
corporation who is/2//6/ free of any relationship that, in the opinion of the
Board of Directors, would interfere with the designated director's exercise of
independent judgment as a member of the Nominating Committee./2//6/ The
Nominating Committee shall have and may exercise all of the powers of the Board
of Directors during the period between meetings of the Board of Directors,
except as may be prohibited by law, with respect to (i) recommending to the
whole Board of Directors/2//6/ the nominees for election as directors at the
annual meetings of stockholders; (ii) searching for, evaluating and
recommending/2//6/ to the whole Board of Directors directors to fill vacancies
and newly created directorships resulting from any increase in the authorized
number of directors; (iii) recruitment of potential director candidates; (iv)
recommending to the whole Board of Directors changes in the responsibilities,
composition, size and committee structure of the Board of Directors; (v) review
of the composition and membership of each of the standing committees and
special committees of the Board of Directors; (vi) selection of the membership
of the proxy committee charged with voting solicited proxies at stockholder
meetings; (vii) review of proxy comments received from stockholders relating
directly or indirectly to the Board of Directors, its composition and duties;
(viii) review of stockholder suggestions as to nominees for directorships that
are submitted in writing to the Nominating Committee, at the address of the
company's principal executive offices, not less than 90 days in advance of the
date of the company's proxy statement released to stockholders in connection
with the previous year's annual meeting of stockholders; and (ix) retaining and
deploying such professional assistance as the Nominating Committee shall deem
necessary or appropriate, in connection with the exercise of its powers on such
terms as the Nominating Committee shall deem necessary or appropriate, to
protect the interests of the stockholders of the corporation./1//7/
SECTION 4.5./1//8/,/2//8/ Corporate Responsibility Committee. The Corporate
Responsibility Committee of the Board of Directors (the "Corporate
Responsibility Committee") shall consist solely of directors, not less than
three, all of whom shall be "outside" directors of the Company, to be
designated annually by the Board of Directors at its first regular meeting held
pursuant to Section 3.4 of these by-laws after the annual meeting of
stockholders or as soon thereafter as conveniently possible. The term "outside"
director, as used in this Section, shall mean a director of the corporation who
is free of any relationship that, in the opinion of the Board of Directors,
would interfere with the designated director's exercise of independent judgment
as a member of the Corporate Responsibility Committee. The Corporate
Responsibility Committee shall have and may exercise all of the powers of the
Board of Directors during the period between meetings of the Board of
Directors, except as may be prohibited by law, with respect to (i) surveying,
monitoring and guiding the corporation's role in the fulfillment of its social
responsibilities toward its shareholders, employees and the general public in
the conduct of its normal business activities; (ii) reporting to the Board of
Directors with respect to the foregoing; and (iii) retaining and deploying such
professional assistance as the Corporate Responsibility Committee shall deem
reasonably necessary or appropriate, in connection with the exercise of its
powers on such terms as the Corporate Responsibility Committee shall deem
reasonably necessary or appropriate to protect the interests of the corporation
and its stockholders.
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SECTION 4.6./2//4/ Finance Committee. The Finance Committee of the Board of
Directors (the "Finance Committee") shall consist solely of not less than
three directors, all to be designated annually by the Board of Directors at
its first regular meeting held pursuant to Section 3.4 of these by-laws after
the annual meeting of the stockholders or as soon thereafter as conveniently
possible. If a director of the corporation, the corporate officer who is
designated the Chief Financial Officer of the corporation shall be a member of
the Finance Committee. None of the members of the Finance Committee, other
than the Chief Financial Officer, need be officers of the corporation. The
Finance Committee shall have and may exercise all of the powers of the Board
of Directors during the period between meetings of the Board of Directors or
the Executive Committee, except as reserved by the Board of Directors, or as
otherwise delegated by these by-laws or from time to time by resolutions duly
adopted by the Board of Directors or the Executive Committee, or as may be
prohibited by law, with respect to (i) the long-term financial planning of the
corporation; (ii) reviewing the capital requirements and other financial needs
of the corporation; (iii) exploring sources and alternatives for meeting such
requirements and needs; (iv) making recommendations to the Board of Directors
or the Executive Committee regarding authorizing the borrowing of funds or the
issuance of debt or equity securities by the corporation, its subsidiaries or
affiliates; (v) authorizing the borrowing of funds, the issuance of debt
securities, guarantees of obligations or other financial transactions of the
corporation, its subsidiaries or affiliates, upon such terms and conditions as
from time to time determined by the Finance Committee acting under such
authority as may from time to time be expressly delegated by resolution duly
adopted by the Board of Directors or the Executive Committee; (vi) overseeing
and reviewing the finances and Financial Department of the corporation to the
extent such oversight and review may be necessary or advisable to supplement
that of the Executive Committee and the Audit Committee; (vii) overseeing and
reviewing the administration and results of operations of the "Browning-Ferris
Industries, Inc. Retirement Plan", as amended (the "Plan"), the "Browning-
Ferris Industries, Inc. Canadian Retirement Plan (the "Canadian Plan") and any
other pension benefit or retirement plan or arrangement maintained by any
subsidiary of the Company (the "Subsidiary Plan"), the Plan, Canadian Plan and
Subsidiary Plan being referred to collectively as the "Pension Plans", and
further to acquaint the Board of Directors with the Finance Committee's
oversight and surveillance activities in connection with the Pension
Plans;/2//8/ (viii)/2//8/ appointing ex officio members of the Finance
Committee; (ix)/2//8/ retaining and deploying such professional assistance,
including outside investment bankers, financial consultants and any others, as
the Finance Committee shall deem reasonably necessary or appropriate, in
connection with the exercise of its powers on such terms as the Finance
Committee shall deem reasonably necessary or appropriate to protect the
interests of the corporation and its stockholders.
SECTION 4.7./1//2/,/1//8/,/2//0/,/2//4/ Designation, Powers and Name. The
Board of Directors may, by resolution passed by a majority of the whole Board,
designate one or more additional special or standing/9/ committees other than
the Executive Committee, Compensation Committee, Audit Committee,/1//1/
Nominating Committee, Corporate Responsibility Committee/2//8/ and Finance
Committee,/2//4/ each such additional/9/ committee to consist of two or more
of the directors of the corporation. The committee shall have and may exercise
such of the powers of the Board of Directors in the management of the business
and affairs of the corporation as may be provided in such resolution, except
as delegated by these by-laws or by the Board of Directors to another standing
or special committee or as may be prohibited by law./9/
SECTION 4.8./1//2/,/1//8/,/2//4/ Committee Operations. A majority of a
committee shall constitute a quorum for the transaction of any committee
business. Such committee or committees shall have such name or names and such
limitations of authority as provided in these by-laws or as/9/ may be
determined from time to time by resolution adopted by the Board of Directors.
The corporation shall pay all expenses of committee operations./9/ The Board
of Directors may designate one or more appropriate/9/ directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of such committee. In the absence or disqualification of any
members of such committee or committees, the member or members thereof present
at any meeting and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another appropriate/9/ member of
the Board of Directors to act at the meeting in the place of any absent or
disqualified member.
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SECTION 4.9./1//2/,/1//8/,/2//4/ Minutes. Each committee of directors shall
keep regular minutes of its proceedings and report the same to the Board of
Directors when required. The Secretary or any Assistant Secretary of the
corporation shall (i) serve as the Secretary of the Executive Committee/2//0/
and any other special or standing committee of the Board of Directors of the
corporation, (ii) keep regular minutes of standing or special committee
proceedings, (iii) make available to the Board of Directors, as required,
copies of all resolutions adopted or minutes or reports of other actions
recommended or taken by any such standing or special committee and (iv)
otherwise as requested keep the members of the Board of Directors apprised of
the actions taken by such standing or special committees./9/
SECTION 4.10./1//2/,/1//8/,/2//4/ Compensation. Members of special or
standing committees who are "outside" directors,/9/ as that term is defined
elsewhere in this Article, may be allowed compensation for serving as a member
of any such committee and all members may be compensated for expenses of/9/
attending committee meetings, if the Board of Directors shall so determine.
ARTICLE V
Notice
SECTION 5.1. Methods of Giving Notice. Whenever under the provisions of the
Delaware General Corporation Law,/2//1/ the Certificate of Incorporation or
these by-laws, notice is required to be given to any director, member of any
committee or stockholder, such notice shall be in writing and delivered
personally or mailed to such director, member or stockholder; provided that in
the case of a director or a member of any committee such notice may be given
orally or by telephone or telegram. If mailed, notice to a director, member of
a committee or stockholder shall be deemed to be given when deposited in the
United States mail first class in a sealed envelope, with postage thereon
prepaid, addressed, in the case of a stockholder, to the stockholder at the
stockholder's address as it appears on the records of the corporation or, in
the case of a director or a member of a committee, to such person at his
business address. If sent by telegraph, notice to a director or member of a
committee shall be deemed to be given when the telegram, so addressed, is
delivered to the telegraph company.
SECTION 5.2. Written Waiver. Whenever any notice is required to be given
under the provisions of the Delaware General Corporation Law,/2//1/ the
Certificate of Incorporation or these by-laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent thereto.
ARTICLE VI
Officers
SECTION 6.1. Officers. The officers of the corporation shall be Chairman of
the Board,/6/,/1//1/ Chief Executive Officer,/2//9/ Vice Chairman,/1//9/
President, Chief Operating Officer,/2//9/ one or more Vice Presidents, any one
or more of which may be designated Executive Vice President or Senior Vice
President, a Secretary and a Treasurer. The Board of Directors may appoint
such other officers and agents, including but not limited to,/9/ Assistant
Vice Presidents, Assistant Secretaries and Assistant Treasurers, as it shall
deem necessary, who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined by the Board. Any
two or more offices, other than the offices of President and Secretary, may be
held by the same person. No officer shall execute, acknowledge, verify or
countersign any instrument on behalf of the corporation in more than one
capacity, if such instrument is required by law, by these by-laws or by any
act of the corporation to be executed, acknowledged, verified or countersigned
by two or more officers. The Chairman of the Board,/6/,/1//1/ Vice Chairman,
Chief Executive Officer/2//9/ and President/2//0/ shall be elected from among
the directors. With the foregoing exceptions, none of the other officers need
be a director, and none of the officers need be a stockholder of the
corporation.
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SECTION 6.2. Election and Term of Office. The officers of the corporation
shall be elected annually by the Board of Directors at its first regular
meeting held after the annual meeting of stockholders or as soon thereafter as
conveniently possible. Each officer shall hold office until his successor
shall have been chosen and shall have qualified or until his death or the
effective date of his resignation or removal, or until he shall cease to be a
director in the case of the Chairman of the Board,/6/,/9/,/2//1/ Chief
Executive Officer,/2//9/ Vice Chairman or President.
SECTION 6.3. Removal and Resignation. Any officer or agent elected or
appointed by the Board of Directors may be removed without cause by the
affirmative vote of a majority of the Board of Directors whenever, in its
judgment, the best interests of the corporation shall be served thereby, but
such removal shall be without prejudice to the contractual rights, if any, of
the person so removed. Any officer may resign at any time by giving written
notice to the corporation. Any such resignation shall take effect at the date
of the receipt of such notice or at any later time specified therein, and
unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
SECTION 6.4. Vacancies. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise, shall/1//5/ be filled
by the Board of Directors for the unexpired portion of the term.
SECTION 6.5. Salaries. The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors or the Compensation
Committee/9/ or pursuant to the/9/ direction of the Board of Directors or
Compensation Committee/9/; and no officer shall be prevented from receiving
such salary by reason of his also being a director.
SECTION 6.6. Chairman of the Board. The Chairman of the Board shall be
elected from among the directors of the corporation and/2//9/ shall preside at
all meetings of the Board of Directors and of the stockholders of the
corporation. In the Chairman's absence, such duties shall be attended to by
the Chief Executive Officer/2//9/, Vice Chairman/1//9/ or the President./1//1/
The Chairman of the Board/1//1/,/1//5/,/2//0/,/2//9/ shall perform such duties
and possess such powers/1//5/ as usually pertain to the position/2//9/ of
chairman of the board of directors/1//5/,/2//0/,/2//9/ and shall have/1//5/
such duties and possess such powers/1//5/ as may be further prescribed by
these by-laws, the/1//5/ Board of Directors or the Executive Committee. In the
absence of the Chief Executive Officer or the/2//9/ President, or in the event
of such officers'/2//9/ inability or refusal to act, the Chairman of the Board
shall perform the duties and exercise the powers of the Chief Executive
Officer or the/2//9/ President until such vacancies shall be filled in the
manner prescribed by these by-laws or by law./1//5/ The Chairman of the
Board/2//9/ may sign with the Secretary or any other officer of the
corporation thereunto authorized by the Board of Directors certificates for
shares of the corporation and any/2//9/ other instruments which the Board of
Directors or the Executive Committee/9/ has authorized to be executed, except
in cases where the signing and execution thereof has been expressly delegated
or reserved/9/ by these by-laws or by the Board of Directors or the Executive
Committee/9/ to some other officer or agent of the corporation, or shall be
required by law to be otherwise executed./2//9/
SECTION 6.7/2//9/. Chief Executive Officer. The Chief Executive Officer
shall be elected by the Board of Directors and such office may be held in
conjunction with any other office of the corporation. The Chief Executive
Officer shall in general supervise and control the business and affairs of the
corporation, shall perform such duties and possess such powers as usually
pertain to the position of Chief Executive Officer and shall have such duties
and possess such powers as may be further prescribed by these by-laws, the
Board of Directors or the Executive Committee. The Chief Executive Officer
shall formulate and submit to the Board of Directors or the Executive
Committee matters of general policy for the corporation. He shall have the
power to appoint and remove subordinate officers, agents and employees, except
those elected or appointed by the Board of Directors. The Chief Executive
Officer may sign any deeds, bonds, mortgages, contracts, checks, notes, drafts
or other instruments which the Board of Directors or Executive Committee has
authorized to be executed, except in cases where the signing and execution
thereof have been expressly delegated or reserved by these by-laws or by the
Board of Directors or the Executive Committee to some other officer or agent
of the corporation, or shall be required by law to be otherwise executed. The
Chief Executive Officer shall vote, or give a proxy to any other officer of
the corporation to vote, all shares of stock of any other corporation standing
in the name of the corporation./2//9/
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SECTION 6.8./1//9/,/2//9/ Vice Chairman. The Vice Chairman shall be the
chief marketing officer of the corporation and, subject to the control of the
Board of Directors, the Executive Committee, the Chairman of the Board or the
Chief Executive Officer/2//9/, shall in general supervise and control the
marketing and corporate development activities of the corporation. He shall
have the power to appoint and remove subordinate officers, agents and
employees, except those elected or appointed by the Board of Directors. The
Vice Chairman shall keep the Board of Directors, the Executive Committee, the
Chairman of the Board and the Chief Executive Officer/2//9/ fully informed as
they or any of them shall request and shall consult with them concerning the
marketing and corporate development activities of the corporation. He may
sign, with the Secretary or any other officer of the corporation and others
authorized by the Board of Directors, certificates for shares of capital stock
of the corporation and any deeds, bonds, mortgages, contracts, checks, notes,
drafts or other instruments which the Board of Directors or the Executive
Committee has authorized to be executed except in cases where the signing and
execution thereof has been expressly delegated by these by-laws, the Board of
Directors or the Executive Committee to some other officer or agent of the
corporation, or shall be required by law to be otherwise executed. In general,
he shall perform all other duties normally incident to the office of Vice
Chairman, except any duties expressly delegated to other persons by these by-
laws, the Board of Directors, the Executive Committee,/2//9/ the Chairman of
the Board or the Chief Executive Officer/2//9/ and such other duties as may be
prescribed by the stockholders, the Board of Directors, the Executive
Committee,/2//9/ the Chairman of the Board or the Chief Executive
Officer/2//9/ from time to time.
SECTION 6.9./1//0/,/1//1/,/2//0/,/2//9/ President. The President shall be
the chief operating/1//5/,/2//0/ officer of the corporation unless elected
otherwise by the Board of Directors,/2//9/ and, subject to the control of the
Board of Directors,/1//5/ the Executive Committee,/1//5/,/2//9/ the Chairman
of the Board,/2//0/ and the Chief Executive Officer,/2//9/ shall in general
supervise and control the day-to-day business operations of the corporation.
He shall have the power to appoint and remove subordinate officers, agents,
and employees, except those elected or appointed by the Board of
Directors./9/,/1//5/ The President shall keep the Board of Directors, the
Executive Committee,/2//9/ the Chairman of the Board/9/ and the Chief
Executive Officer,/2//9/ fully informed as they or any of them shall
request/9/ and shall consult with them concerning the business of the
corporation. He may sign with the Secretary or any other officer of the
corporation thereunto authorized by the Board of Directors, certificates for
shares of capital stock of the corporation and any deeds, bonds, mortgages,
contracts, checks, notes, drafts or other instruments which the Board of
Directors or the Executive Committee has authorized to be executed, except in
cases where the signing and execution thereof has been expressly delegated by
these by-laws or by the Board of Directors,/2//9/ the Executive Committee or
the Chief Executive Officer/2//9/ to some other officer or agent of the
corporation, or shall be required by law to be otherwise executed. In general
he shall perform all other duties normally incident to the office of
President, except any duties expressly delegated to other persons by these by-
laws, the Board of Directors, the Executive Committee,/2//9/ the Chairman of
the Board/2//0/ or the Chief Executive Officer,/2//9/ and such other duties as
may be prescribed by the stockholders,/9/,/1//5/ the Board of Directors, the
Executive Committee/2//9/, the Chairman of the Board/2//0/ or the Chief
Executive Officer/2//9/ from time to time.
SECTION 6.10./2//9/ Chief Operating Officer. The Chief Operating Officer
shall be the President unless elected otherwise by the Board of Directors. If
the office of Chief Operating Officer is not the President, then such office
will perform the duties and possess the powers as delegated by the President
in connection with the supervision and control of the corporation's day-to-day
operations. The Chief Operating Officer shall have such other duties and
possess such other powers as from time to time may be further prescribed by
the Chairman of the Board, the Chief Executive Officer, the Board of Directors
or the Executive Committee./2//9/
SECTION 6.11./1//0/,/1//1/,/2//0/,/2//9/ Vice Presidents./1//5/ Any Vice
President (including any Vice Presidents designated by the Board of Directors
as an Executive Vice President or as a Senior Vice President)/1//5/,/2//0/ may
sign, with the Secretary or any Assistant Secretary, certificates for shares
of capital stock of the corporation. The Vice Presidents shall perform such
other duties as from time to time may be assigned to them by the Chairman of
the Board,/9/,/2//0/ the Chief Executive Officer,/2//9/ the Board of Directors
or the Executive Committee.
SECTION 6.12./1//0/,/1//1/,/2//0/,/2//9/ Secretary. The Secretary shall (a)
keep the minutes of the meetings of the stockholders, the Board of Directors
and committees of directors; (b) see that all notices are duly given in
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accordance with the provisions of these by-laws and as required by law; (c) be
custodian of the corporate records and of the seal of the corporation, and see
that the seal of the corporation or a facsimile thereof is affixed to all
certificates for shares prior to the issue thereof and to all documents, the
execution of which on behalf of the corporation under its seal is duly
authorized in accordance with the provisions of these by-laws; (d) keep or
cause to be kept a register of the post office address of each stockholder
which shall be furnished by such stockholder; (e) sign with the Chairman of
the Board,/1//1/ the Chief Executive Officer,/2//9/ Vice Chairman,/1//9/
President, or a Vice President, certificates for shares of the corporation,
the issue of which shall have been authorized by resolution of the Board of
Directors/9/; (f) have general charge of the stock transfer books of the
corporation; and (g) in general, perform all duties normally incident to the
office of Secretary and such other duties as from time to time may be assigned
to him by the Chairman of the Board,/1//1/,/2//0/ the Chief Executive
Officer,/2//9/ the Board of Directors or the Executive Committee.
SECTION 6.13./1//0/,/1//1/,/2//0/,/2//9/ Treasurer. If required by the Board
of Directors or the Executive Committee, the Treasurer shall give a bond for
the faithful discharge of his duties in such sum and with such surety or
sureties as the Board of Directors or the Executive Committee shall determine.
He shall (a) have charge and custody of and be responsible for all funds and
securities of the corporation; receive and give receipts for monies due and
payable to the corporation from any source whatsoever and deposit all such
monies in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of Section
7.3 of these by-laws; (b) prepare, or cause to be prepared, for submission at
each regular meeting of the Board of Directors, at each annual meeting of the
stockholders, and at such other times as may be required by the Board of
Directors, the Chairman of the Board,/1//1/,/2//0/ the Chief Executive
Officer,/2//9/ the Executive Committee, or as may be required by law,/1//7/ a
statement of financial condition of the corporation in such detail as may be
required; (c) have the power to sign stock certificates to the full extent
permitted by law,/1//7/ and (d/1//7/) in general, perform all the duties
incident to the office of Treasurer and such other duties as from time to time
may be assigned to him by the Chairman of the Board,/1//1/,/2//0/ the Chief
Executive Officer,/2//9/ the Board of Directors or the Executive Committee.
SECTION 6.14./1//0/,/1//1/,/2//0/,/2//9/ Assistant Secretary or
Assistant/1//7/ Treasurer. The Assistant Secretaries and Assistant Treasurers
shall, in general, perform such duties as shall be assigned to them by the
Secretary or the Treasurer, respectively, or by the Chairman of the
Board,/1//1/,/2//0/ the Chief Executive Officer,/2//9/ the Board of Directors
or the Executive Committee. The Assistant Secretaries and Assistant Treasurers
shall, in the absence of the Secretary or Treasurer, respectively, perform all
functions and duties which such absent officers may delegate, but such
delegation shall not relieve the absent officer from the responsibilities and
liabilities of his office. The Assistant Secretaries and Assistant
Treasurers/2//0/ may sign, with the Chairman of the Board,/1//1/ the Chief
Executive Officer,/2//9/ the Vice Chairman,/1//9/ the President or a Vice
President, certificates for shares of the corporation, the issue of which
shall have been authorized by a resolution of the Board of Directors./9/ The
Assistant Treasurers shall respectively, if required by the Board of Directors
or the Executive Committee, give bonds for the faithful discharge of their
duties in such sums and with such sureties as the Board of Directors or the
Executive Committee/9/ shall determine.
ARTICLE VII
Contracts, Checks and Deposits
SECTION 7.1. Contracts. Subject to the provisions of Section 6.1, the Board
of Directors or the Executive Committee may authorize any officer, officers,
agent or agents, to enter into any contract or execute and deliver an
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.
SECTION 7.2. Checks, etc. All checks, demands, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation, shall be signed by such officer or officers or such
agent or agents of the corporation, and in such manner, as shall be determined
by the Board of Directors or the Executive Committee.
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SECTION 7.3. Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositories as the Chief Executive
Officer,/2//9/ President or Treasurer may be empowered by the Board of
Directors or Executive Committee to select or/9/ as the Board of Directors or
the Executive Committee may select.
ARTICLE VIII
Certificate of Stock
SECTION 8.1. Issuance. Each Stockholder of this corporation shall be
entitled to a certificate or certificates showing the number of shares of
stock registered in his name on the books of the corporation. The certificate
shall be in such form as may be determined by the Board of Directors or the
Executive Committee, and shall be issued in numerical order and shall be
entered in the books of the corporation as they are issued. They shall exhibit
the holder's name and the number of shares and shall be signed by the Chairman
of the Board, the Chief Executive Officer,/2//9/ the Vice Chairman,/1//9/ the
President or a Vice President and by the Secretary,/1//7/ an Assistant
Secretary, the Treasurer or an Assistant Treasurer./1//7/ Any of or all the
signatures on the certificate may be a facsimile/4/. If the corporation shall
be authorized to issue more than one class of stock or more than one series of
any class, the designation, preferences and relative, participating, optional
or other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preference and rights
shall be set forth in full or summarized on the face or back of the
certificate which the corporation shall issue to represent such class of
stock; provided that, except as otherwise provided by statute, in lieu of the
foregoing requirements there may be set forth on the face or back of the
certificate which the corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish to each
Stockholder who so requests the designations, preferences and relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and rights. All certificates surrendered to the corporation for
transfer shall be cancelled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
cancelled, except that in the case of a lost, stolen, destroyed or mutilated
certificate, a new one may be issued therefore upon such terms and with such
indemnity, if any, to the corporation as the Board of Directors/9/ may
prescribe. Certificates may be issued representing fractional shares of stock.
SECTION 8.2. Lost Certificates. The Board of Directors/9/ may direct that a
new certificate or certificates be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed./1//7/ When authorizing such issue of a new certificate or
certificates, the Board of Directors/9/ may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate or certificates, or his legal
representative,/1//7/ to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate or certificates alleged to have been lost,
stolen or destroyed, or both.
SECTION 8.3. Transfers. Upon surrender to the corporation or the transfer
agents of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate and record the
transaction upon its books. Transfers of shares shall be made only on the
books of the corporation by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney and filed with the Secretary of the
corporation or the transfer agents.
SECTION 8.4. Registered Stockholders. The corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in
fact thereof and, accordingly, shall not be bound to recognize any equitable
or other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except
as otherwise provided by the laws of the State of Delaware.
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ARTICLE IX
Dividends
SECTION 9.1. Declaration. Dividends upon the capital stock of the
corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors/9/ at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property or in
shares of capital stock, subject to the provisions of the Certificate of
Incorporation.
SECTION 9.2. Reserve. Before payment of any dividend, there may be set aside
out of any funds of the corporation available for dividends such sum or sums
as the Board of Directors/9/ from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the Board of Directors/9/ shall think conducive to
the interest of the corporation, and the Board of Directors/9/ may modify or
abolish any such reserve in the manner in which it was created.
ARTICLE X
Indemnification
SECTION 10.1. Third Party Actions. The corporation shall indemnify any
person who was or is a party or is threatened to be made a party to, or
otherwise becomes involved in/2//5/, any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (formal or informal)/2//5/, other than an action by or in the
right of the corporation, by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement/9/, conviction, or
upon a plea of nolo contendere/9/ or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
SECTION 10.2. Actions by or in the Right of the Corporation. The corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to, or otherwise becomes involved in/2//5/, any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable/2//3/ to the
corporation unless and only to the extent that the Delaware Court of Chancery
or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery or such other
court shall deem proper.
SECTION 10.3./1//3/ Successful Defense. To the extent that a director,
officer, employee or agent of the corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to
in Sections 10.1 and 10.2, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
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SECTION 10.4./1//3/ Determination of Conduct. Any idemnification under
Sections 10.1, 10.2 or 10.7 (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth
in Sections 10.1 and 10.2./9/ Such determination/9/ shall be made (1) by the
Board of Directors or the Executive Committee/9/ by a majority vote of a
quorum consisting of directors who were not parties to such action, suit or
proceeding or/9/ (2) if such quorum is not obtainable or, even/9/ if
obtainable, a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.
SECTION 10.5./1//3/,/2//1/,/2//3/ Payment of Expenses in Advance. Expenses
incurred by an officer or director in defending a civil or criminal action,
suit or proceeding shall be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking
by or on behalf of such director or officer/2//1/ to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this Article X.
SECTION 10.6./1//3/,/2//3/ Indemnity Not Exclusive. The indemnification and
advancement of expenses provided by, or granted pursuant to, the other
provisions of this Article X, shall not be deemed exclusive of any other
rights to which a person seeking indemnification or advancement of expenses
may be entitled under any/1//7/ by-law, agreement, vote of stockholders or
disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.
SECTION 10.7./1//4/ The Corporation. For purposes of this Article X,
references to "the corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was
a director, officer, employee or agent of such constituent corporation, or is
or was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under and subject
to the provisions of this Article X (including, without limitation, the
provisions of Section 10.4) with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if
its separate existence had continued.
SECTION 10.8./3/,/1//3/ Insurance Indemnification. The corporation shall
have the power to purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of this Article X.
SECTION 10.9./2//3/ Heirs, Executors and Administrators. The indemnification
and advancement of expenses provided by Article X shall continue as to a
person who has ceased to be a director, officer, employee or agent of the
corporation and shall inure to the benefit of the heirs, executors and
administrators of such person.
14
<PAGE>
ARTICLE XI
Miscellaneous
SECTION 11.1. Seal. The corporate seal shall have inscribed thereon the name
of the corporation, and the words "Corporate Seal, Delaware". The seal may be
used by causing it or a facsimile thereof to be impressed or affixed or
otherwise reproduced.
SECTION 11.2. Books. The books of the corporation may be kept (subject to any
provision contained in the statutes) outside the State of Delaware at the
offices of the corporation at Houston, Texas, or at such other place or places
as may be designed from time to time by the Board of Directors or the Executive
Committee.
ARTICLE XII
Amendment
The by-laws of the corporation may be adopted, amended or repealed at any
regular meeting of the Board of Directors without prior notice, or at any
special meeting of the Board of Directors if notice of such alteration,
amendment or repeal be contained in the notice of such special meeting, except
as provided in the Certificate of Incorporation21.
----------------
OFFICER'S CERTIFICATE
The undersigned, of Browning-Ferris Industries, Inc., a Delaware
corporation (the "Corporation"), hereby certifies that the above and foregoing
is a true and correct copy of the by-laws, as amended, of the Corporation in
effect on the date of this certificate.
______________________________[Seal]
Date:______________________________
----------------
15
<PAGE>
- --------
FOOTNOTES
/1/Amended August 23, 1971.
/2/Amended November 19, 1971.
/3/Added November 19, 1971.
/4/Amended November 21, 1972.
/5/Amended December 12, 1972.
/6/Amended March 20, 1973.
/7/Amended December 2, 1975.
/8/Amended December 7, 1976.
/9/Amended June 7, 1977.
/1/Section/6.80concerning/"Vice Chairman of the Board" was deleted by amendment
adopted March 20, 1973, and Sections 6.9-.13 were accordingly renumbered as
6.8-.12.
/1/Section/6.71concerning/"Chairman of the Executive Committee" was deleted by
amendment adopted June 18, 1976, and Sections 2.4, 4.1, 6.1, 6.6 and 6.8-.12
were amended to reflect the deletion and Sections 6.8-.12 were accordingly
renumbered as 6.7-.11.
/1/Sections/4.22and/4.3 were added by amendment adopted June 7, 1977, and
Sections 4.2-.5 were accordingly renumbered as 4.4-.7. When Sections 4.4 and
4.5 were added by amendment adopted March 3, 1981, Sections 4.4-.7 were
accordingly renumbered as 4.6-4.9.
/1/Section/10.33was/added by amendment adopted June 7, 1977, and Sections 10.3-
.7 were accordingly renumbered as 10.4-.8.
/1/Section/10.74was/originally adopted as Section 10.6 on November 19, 1971,
and amended in its entirety and renumbered as Section 10.7 on June 7, 1977.
/1//5/Amended December 6, 1977.
/1//6/Amended December 1, 1980.
/1//7/Amended March 3, 1981.
/1/New/Sections84.4/and 4.5 were added by amendment adopted March 3, 1981, and
the following Sections 4.6 through 4.9 were renumbered accordingly.
/1/The/position9of/Vice Chairman was reintroduced to these by-laws by the
adoption of new Section 6.7 on December 6, 1982, and the following sections
were renumbered accordingly.
/2//0/Amended December 6, 1982.
/2//1/Amended March 6, 1985.
/2//2/Amended December 2, 1986.
/2//3/Amended March 4, 1987.
/2//4/Amended September 7, 1988.
/2//5/Amended March 6, 1991.
/2//6/Amended December 1, 1992.
/2//7/Amended March 3, 1993.
/2//8/Amended March 1, 1995. Included the addition of a new Section 4.5.
/2//9/Amended September 6, 1995. Included the addition of new Sections 6.7 and
6.10.
On December 5, 1995 the Board of Directors approved the change of the name of
the Nominating Committee to the Directors and Corporate Governance Committee.
Any reference to this committee in the foregoing form of By-laws should be
incorporated by reference therein.
----------------
16
Fulbright & Jaworski EXHIBIT 5
L.L.P.
A Registered Limited Liability Partnership
1301 McKinney, Suite 5100 Houston
Houston, Texas 77010-3095 Washington, D.C.
Austin
Telephone: 713/651-5151 San Antonio
Telex: 76-2829 Dallas
Facsimile: 713/651-5246 New York
Los Angeles
London
Hong Kong
December 15, 1995
Browning-Ferris Industries, Inc.
757 N. Eldridge at Memorial
Houston, Texas 77079
Gentlemen:
We have acted as counsel for Browning-Ferris Industries,
Inc., a Delaware corporation (the "Company"), in connection with
its filing with the Securities and Exchange Commission (the
"Commission") of a Registration Statement on Form S-3 (the
"Registration Statement") with respect to the Company's (i)
unsecured debt securities ("Debt Securities"), (ii) shares of
preferred stock, without par value ("Preferred Stock"), in one or
more series, (iii) shares of common stock, $.16 2/3 par value per
share, including the preferred stock purchase rights associated
therewith (collectively, "Common Stock"), (iv) warrants to purchase
Debt Securities, Preferred Stock or Common Stock ("Warrants"),
(v) stock purchase contracts to purchase Preferred Stock or Common
Stock ("Stock Purchase Contracts") and (vi) stock purchase units,
each representing ownership of a Stock Purchase Contract and Debt
Securities or debt obligations of third parties, including
U.S. Treasury securities, securing the holder's obligation to
purchase the Preferred Stock or Common Stock under the Stock
Purchase Contract ("Stock Purchase Units" and, together with the
Debt Securities, the Preferred Stock, the Common Stock and the
Stock Purchase Contracts, the "Securities"), to be issued from time
to time pursuant to Rule 415 under the Securities Act of 1933, as
amended (the "Securities Act"), for an aggregate initial offering
price not to exceed $1,000,000,000.
We have examined (i) the Restated Certificate of
Incorporation and By-Laws of the Company, each as amended to date,
(ii) the Restated Indenture dated as of September 1, 1991 (the
"Senior Debt Indenture"), between the Company and Texas Commerce
Bank National Association, as trustee (successor trustee to First
City, Texas-Houston, National Association, which was formerly First
City National Bank of Houston), pursuant to which Debt Securities
may be issued, (iii) the Indenture dated as of August 1, 1987, as
amended (the "Subordinated Debt Indenture"), between the Company
and The Bank of New York, as trustee (successor trustee to
NationsBank of Texas, National Association, which was successor
trustee to First RepublicBank Houston, National Association),
pursuant to which Debt Securities may be issued, (iv) the
Registration Statement, and (v) such certificates, statutes and
other instruments and documents as we considered appropriate for
purposes of the opinions hereafter expressed.
In connection with this opinion, we have assumed that (i)
the Registration Statement, and any amendments thereto (including
post-effective amendments), will have become effective; (ii) a
Prospectus Supplement will have been prepared and filed with the
Commission describing the Securities offered thereby; (iii) all
Securities will be issued and sold in compliance with applicable
federal and state securities laws and in the manner stated in the
Registration Statement and the appropriate Prospectus Supplement;
(iv) a definitive purchase, underwriting or similar agreement with
respect to any Securities offered will have been duly authorized
and validly executed and delivered by the Company and the other
parties thereto: and (v) any Securities issuable upon conversion,
exchange or exercise of any Security being offered will be duly
authorized, created and, if appropriate, reserved for issuance upon
such conversion, exchange or exercise.
Based upon and subject to the foregoing, we are of the
opinion that:
1. With respect to shares of Common Stock, when (i) the
Board of Directors of the Company or, to the extent permitted by
Section 141(c) of the General Corporation Law of the State of
Delaware, a duly constituted and acting committee thereof (such
Board of Directors or committee being referred to herein as the
"Board"), has taken all necessary corporate action to approve the
issuance of and the terms of the offering of the shares of Common
Stock and related matters; and (ii) certificates representing the
shares of Common Stock have been duly executed, countersigned,
registered and delivered either (a) in accordance with the
applicable definitive purchase, underwriting or similar agreement
approved by the Board upon payment of the consideration therefor
(not less than the par value of the Common Stock) provided for
therein, or (b) upon conversion, exchange or exercise of any other
Security in accordance with the terms of such Security or the
instrument governing such Security providing for such conversion,
exchange or exercise as approved by the Board, for the
consideration approved by the Board (not less than the par value of
the Common Stock), the shares of Common Stock will be duly
authorized, validly issued, fully paid and nonassessable.
2. With respect to shares of Preferred Stock, when (i) the
Board has taken all necessary corporate action to approve the
issuance and terms of the shares of Preferred Stock, the terms of
the offering thereof and related matters, including the adoption of
a Certificate of Designation relating to such Preferred Stock (a
"Certificate") and the filing of such Certificate with the
Secretary of State of the State of Delaware; and (ii) certificates
representing the shares of Preferred Stock have been duly executed,
countersigned, registered and delivered either (a) in accordance
with the applicable definitive purchase, underwriting or similar
agreement approved by the Board upon payment of the consideration
therefor provided for therein, or (b) upon exercise of any other
Security, in accordance with the terms of such Security or the
instrument governing such Security providing for such exercise as
approved by the Board, for the consideration approved by the Board,
the shares of Preferred Stock will be duly authorized, validly
issued, fully paid and nonassessable.
3. With respect to Debt Securities to be issued under the
Senior Debt Indenture, when (i) the Senior Debt Indenture has been
duly qualified under the Trust Indenture Act of 1939, as amended;
(ii) the Board has taken all necessary corporate action to approve
the issuance and terms of such Debt Securities, the terms of the
offering thereof and related matters; and (iii) such Debt
Securities have been duly executed, authenticated, issued and
delivered in accordance with the provisions of the Senior Debt
Indenture and either (a) in accordance with the applicable
definitive purchase, underwriting or similar agreement approved by
the Board upon payment of the consideration therefor provided for
therein, or (b) upon exercise of any other Security, in accordance
with the terms of such Security or the instrument governing such
Security providing for such exercise as approved by the Board, for
the consideration approved by the Board, such Debt Securities will
be legally issued and will constitute valid and binding obligations
of the Company, enforceable against the Company in accordance with
their terms, except as such enforcement is subject to any
applicable bankruptcy, insolvency, reorganization or other law
relating to or affecting creditors' rights generally and general
principles of equity.
4. With respect to Debt Securities to be issued under the
Subordinated Debt Indenture, when (i) the Subordinated Debt
Indenture has been duly qualified under the Trust Indenture Act of
1939, as amended; (ii) the Board has taken all necessary corporate
action to approve the issuance and terms of such Debt Securities,
the terms of the offering thereof and related matters; and (iii)
such Debt Securities have been duly executed, authenticated, issued
and delivered in accordance with the provisions of the Subordinated
Debt Indenture and either (a) in accordance with the applicable
definitive purchase, underwriting or similar agreement approved by
the Board upon payment of the consideration therefor provided for
therein, or (b) upon exercise of any other Security, in accordance
with the terms of such Security or the instrument governing such
Security providing for such exercise as approved by the Board, for
the consideration approved by the Board, such Debt Securities will
be legally issued and will constitute valid and binding obligations
of the Company, enforceable against the Company in accordance with
their terms, except as such enforcement is subject to any
applicable bankruptcy, insolvency, reorganization or other law
relating to or affecting creditors' rights generally and general
principles of equity.
5. With respect to the Warrants, when (i) the Board has
taken all necessary corporate action to approve the creation of and
the issuance and terms of the Warrants, the terms of the offering
thereof and related matters; (ii) the warrant agreement or
agreements relating to the Warrants have been duly authorized and
validly executed and delivered by the Company and the warrant agent
appointed by the Company; and (iii) the Warrants or certificates
representing the Warrants have been duly executed, countersigned,
registered and delivered in accordance with the appropriate warrant
agreement or agreements and the applicable definitive purchase,
underwriting or similar agreement approved by the Board upon
payment of the consideration therefor provided for therein, the
Warrants will be duly authorized and validly issued.
6. With respect to the Stock Purchase Contracts, when
(i) the Board has taken all necessary corporate action to approve
the creation of and the issuance and terms of the Stock Purchase
Contracts, the terms of the offering thereof and related matters;
and (ii) the Stock Purchase Contracts have been duly authorized and
validly executed and delivered by the Company and the underwriters
for such offering in accordance with the applicable definitive
purchase, underwriting or similar agreement approved by the Board
upon payment of the consideration provided for therein, the Stock
Purchase Contracts will be duly authorized and validly issued.
7. With respect to the Stock Purchase Units, when (i) the
Board has taken all necessary corporate action to approve the
creation of and the issuance and terms of the Stock Purchase Units,
the terms of the offering thereof and related matters; (ii) the
deposit agreement relating to the Stock Purchase Units has been
duly authorized and validly executed and delivered by the Company
and the depositary appointed by the Company; and (iii) the Stock
Purchase Units or certificates representing the Stock Purchase
Units have been duly executed, countersigned, registered and
delivered in accordance with the appropriate depositary agreement
and the applicable definitive purchase, underwriting or similar
agreement approved by the Board upon payment of the consideration
therefor provided for therein, the Stock Purchase Units will be
duly authorized and validly issued.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the statements made
with respect to us under the caption "Legal Opinions" in the
Prospectus included as part of the Registration Statement.
This opinion (including the consent set forth in the
preceding paragraph) applies to any Securities registered pursuant
to Rule 462(b) under the Securities Act and may be incorporated by
reference into any registration statement filed pursuant to such
Rule with respect to such Securities.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
--------------------------------
Fulbright & Jaworski L.L.P.
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form
S-3 of our report dated November 22, 1995, included in Browning-
Ferris Industries, Inc.'s Annual Report on Form 10-K for the year
ended September 30, 1995, and to all references to our Firm
included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Houston, Texas
December 15, 1995
As filed with the Securities and Exchange Commission on December 15, 1995
Registration No. 22-. . . . .
- -----------------------------------------------------------------------------
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 TRUST PURSUANT TO SECTION 305(b)(2)___
_______________
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York
(Jurisdiction of incorporation or organization if not a U.S. national bank)
13-5160382
(I.R.S. Employer
Identification No.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip Code)
Mary Jane Henson
The Bank of New York
48 Wall Street
New York, New York
(904) 645-1900
(Name, address and telephone number of agent for service)
_________________
BROWNING-FERRIS INDUSTRIES, INC.
(Exact name of obligor as specified in its charter)
Delaware 74-1673682
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
757 N. Eldridge
Houston, Texas 77079
(Address of principal executive offices) (Zip Code)
Subordinated Debt Securities
(Title of the indenture securities)
- -----------------------------------------------------------------------------
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
----------------------------- ------------------------
Superintendent of Banks 2 Rector Street,
of the State of New York New York, NY 10006
and Albany, NY 12203
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York
Federal Reserve Bank of New York 33 Liberty Plaza,
New York, NY 10045
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None. (See Note below.)
Item 16. List of exhibits.
List below all exhibits filed as a part of this statement of eligibility.
1 - A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration
Statement No. 33-6215, Exhibits 1a and 1b to Form T-1
filed with Registration Statement No. 33-21672 and
Exhibit 1 to Form T-1 filed with Registration Statement
No. 33-29637.
4 - A copy of the existing Bylaws of the Trustee. (Exhibit 4
to Form T-1 filed with Registration Statement No. 33-31019.)
6 - The consent of the trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
7 - A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its super-
vising or examining authority.
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the Trustee
of all facts on which to base a responsive answer to Item 2, the answer to
said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an amendment
to this Form T-1.
__________________
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by
the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 15th day of December, 1995.
THE BANK OF NEW YORK
/s/ Vivian Georges
By:__________________________
Name: Vivian Georges
Title: Assistant Vice President
EXHIBIT 7
Consolidated Report of Condition of The Bank of New York of 48 Wall Street,
New York, N.Y. 10015 and Foreign and Domestic Subsidiaries, a member of the
Federal Reserve System, at the close of business September 30, 1995, published
in accordance with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
ASSETS Dollar Amounts in Thousands
- ---------------------------------------------------------------------------
Cash and balance due from depository institutions:
Noninterest-bearing balances and currency and coin . $1,736,715
Interest-bearing balances. . . . . . . . . . . . . . 891,776
Securities
Held-to-maturity securities. . . . . . . . . . 1,326,964
Available-for-sale securities. . . . . . . . . 1,690,688
Federal funds sold in domestic offices of the bank . 3,304,789
Loans and lease financing receivables:
Loans and leases, net of
unearned income. . . . . . . 27,623,140
LESS: Allowance for loan
and lease losses . . . . . . 528,419
Loans and leases, net of unearned
income and allowance . . . . 27,094,721
Assets held in trading accounts. . . . . . . . . . . 1,002,519
Premises and fixed assets (including capitalized
leases). . . . . . . . . . . . . . . . . . . . 609,515
Other real estate owned. . . . . . . . . . . . . . . 72,559
Investments in unconsolidated subsidiaries and
associated companies . . . . . . . . . . . . . 211,296
Customers' liability to this bank on acceptances
outstanding. . . . . . . . . . . . . . . . . . 894,050
Intangible Assets. . . . . . . . . . . . . . . . . . 103,081
Other assets . . . . . . . . . . . . . . . . . . . . 1,193,025
Total assets . . . . . . . . . . . . . . . . . . . . $40,131,698
LIABILITIES
Deposits:
In domestic offices. . . . . . . . . . . . . . . . $18,120,409
Noninterest-bearing. . . . . . . . 6,529,790
Interest-bearing . . . . . . . . . 11,590,619
In foreign offices, Edge and Agreement
subsidiaries, and IBFs . . . . . . . . . . . . 10,327,057
Noninterest-bearing. . . . . . . . 58,060
Interest-bearing . . . . . . . . . 10,268,997
Federal funds purchased and securities sold
under agreements to repurchase in domestic offices
of the bank and of its Edge and Agreement
subsidiaries, and in IBFs:
Federal funds purchased. . . . . . . . . . . . 2,479,694
Securities sold under agreements to repurchase 27,450
Demand notes issued to the U.S. Treasury . . . 197,998
Trading liabilities. . . . . . . . . . . . . . 631,973
Other borrowed money:
With original maturity of one year or less 1,339,183
With original maturity of more than one year 120,863
Bank's liability on acceptance
executed and outstanding . . . . . . . . . . . . . 899,417
Subordinated notes and debentures. . . . . . . . . . 1,053,860
Other liabilities. . . . . . . . . . . . . . . . . . 1,554,647
Total liabilities. . . . . . . . . . . . . . . . . . 36,752,551
EQUITY CAPITAL
Common Stock . . . . . . . . . . . . . . . . . . . . $ 942,284
Surplus. . . . . . . . . . . . . . . . . . . . . . 525,666
Undivided profits and capital reserves . . . . 1,911,248
Net unrealized holding gains (losses)
on available-for-sale securities . . . . . . . 4,994
Cumulative foreign currency translation adjustments. (5,045)
Total equity capital . . . . . . . . . . . . . . . . 3,379,147
Total liabilities and equity capital . . . . . . . . $40,131,698
*******************************************************************************
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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) [Not applicable.]
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
Not applicable
(Jurisdiction of incorporation or organization
if not a U.S. national bank)
74-0800980
(I.R.S. Employer Identification No.)
712 Main Street, Houston, Texas 77002
(Address of principal executive offices) (Zip code)
Carol Kirkland, 712 Main Street, 26th Floor,
Houston, Texas 77002, (713) 546-2449
(Name, address and telephone number of agent for service)
Browning-Ferris Industries, Inc.
(Exact name of obligor as specified in its charter)
Delaware 74-1673682
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
757 N. Eldridge, Houston, Texas 77079
(Address of principal executive offices) (Zip Code)
Debt Securities
(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.
Comptroller of the Currency, Washington, D. C.
Federal Deposit Insurance Corporation,
Washington, D. C.
The Board of Governors of the Federal Reserve System,
Washington, D. C.
B. Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with the obligor.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
As of December 12, 1995
No such affiliation exists.
See Note, Page 7 hereof.
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:
As of December 12, 1995
2
<PAGE>
(a) Title of the securities outstanding under each such
other indenture.
$300,000,000 Browning-Ferris Industries, Inc. 7 7/8%
Senior Notes due 3/15/2005
$345,000,000 Browning-Ferris Industries, Inc. 7 1/4%
Automatic Common Exchange Securities due 6/3/1998
$100,000,000 Browning-Ferris Industries, Inc. 9 1/4%
Debentures due 5/1/2021
$400,000,000 Browning-Ferries Industries, Inc. 7.40%
Debentures due 9/15/2035
(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 arises as a result of the trusteeship under
any 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 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.
3
<PAGE>
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.
Item 9. Securities of underwriters 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% 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% 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% or more of the
voting securities of the obligor, furnish the following
information as to
4
<PAGE>
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.
Except as noted in the instructions to the Form T-1, if the
obligor is indebted to the trustee, furnish the following
information: nature of indebtedness, amount outstanding and date
due.
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.
As of December 12, 1995
No such default exists or has existed.
(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.
As of December 12, 1995
No such default exists or has existed.
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.
5
<PAGE>
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 under the Act.
Not applicable.
Item 16. List of Exhibits.
List below all exhibits filed as part of this statement of
eligibility.
* 1. A copy of the articles of association of the
trustee as now in effect.
** 2. A copy of the certificate of authority of the
trustee to commence business.
** 3. A copy of the certificate of authorization of
the trustee to exercise corporate trust powers issued
by the Board of Governors of the Federal Reserve System
under date of January 21, 1948.
*** 4. A copy of the existing bylaws of the trustee.
5. A copy of each indenture referred to in Item
4, if the obligor is in default. Not Applicable.
6. The consent of the United States institutional
trustees required by Section 321(b) of the Act.
7. A copy of the latest report of condition of
the trustee published pursuant to law or the
requirements of its supervising or examining authority.
8. A copy of any order pursuant to which the
foreign trustee is authorized to act as sole trustee
under indentures qualified or to be qualified under the
Act. Not applicable.
9. Foreign trustees are required to file a
consent to service of process on Form F-X. Not
applicable.
- ----------
* Incorporated by reference to Exhibit bearing the same Exhibit number
submitted with the Form T-1 of Texas Commerce Bank National Association
with respect to File No. 33-51417.
6
<PAGE>
** Incorporated by reference to Exhibit bearing the same Exhibit number
submitted with the Form T-1 of Texas National Bank of Commerce of Houston
with respect to File No. 2-24599.
*** Incorporated by reference to Exhibit bearing the same Exhibit number
submitted with the Form T-1 of Texas Commerce Bank National Association
with respect to File No. 33-53077.
[Remainder of Page Intentionally Left Blank]
7
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, Texas Commerce Bank National Association, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Houston, and State of Texas, on the 13th day of December, 1995.
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
(Trustee)
/s/ WAYNE MENTZ
By:____________________________________
Wayne Mentz
Assistant Vice President
and Trust Officer
NOTE
The answer to item 2 insofar as such answer relates to what persons are
owners of 10% or more of the voting securities of the obligor, or are owners
of 50% or more of the voting securities of the obligor or are affiliates,
and the amounts and percentages of such securities, if any, owned by each of
the foregoing, respectively, are based upon information furnished to the
trustee by the obligor. While the trustee has no reason to doubt the
accuracy of any such information, it cannot accept any responsibility
therefor. Accordingly, the trustee disclaims responsibility as to the
accuracy and completeness of the information received from the obligor
relating to the answers to item 2.
8
<PAGE>
Exhibit 6
Securities & Exchange Commission
Washington, D.C. 20549
Gentlemen:
The undersigned is trustee under an Indenture dated as of September 1, 1991,
as supplemented from time to time by supplemental indentures thereto, between
Browning-Ferris Industries, Inc. and Texas Commerce Bank National Association,
as Trustee, entered into in connection with the issuance of its Subordinated
Debt Securities.
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned hereby consents that reports of examinations of the undersigned,
made by Federal or State authorities authorized to make such examinations, may
be furnished by such authorities to the Securities & Exchange Commission upon
its request therefor.
Very truly yours,
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
WAYNE MENTZ
By:_________________________________
Wayne Mentz
Assistant Vice President
and Trust Officer
<PAGE>
<TABLE>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: FFIEC 031
Address: P.O. Box 2558 Page RI-1
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Consolidated Report of Income
for the period January 1, 1995-September 30, 1995
All Report of Income schedules are to be reported on a calendar year-to-date basis in thousands of dollars.
Schedule RI--Income Statement
__________
| I480 | (-
____________ ________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
_______________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Interest income: | ////////////////// |
a. Interest and fee income on loans: | ////////////////// |
(1) In domestic offices: | ////////////////// |
(a) Loans secured by real estate ................................................... | 4011 146,875 | 1.a.(1)(a)
(b) Loans to depository institutions ............................................... | 4019 3,608 | 1.a.(1)(b)
(c) Loans to finance agricultural production and other loans to farmers ............ | 4024 5,487 | 1.a.(1)(c)
(d) Commercial and industrial loans ................................................ | 4012 276,440 | 1.a.(1)(d)
(e) Acceptances of other banks ..................................................... | 4026 0 | 1.a.(1)(e)
(f) Loans to individuals for household, family, and other personal expenditures: | ////////////////// |
(1) Credit cards and related plans ............................................. | 4054 11,562 | 1.a.(1)(f)(1)
(2) Other ...................................................................... | 4055 92,503 | 1.a.(1)(f)(2)
(g) Loans to foreign governments and official institutions ......................... | 4056 12,925 | 1.a.(1)(g)
(h) Obligations (other than securities and leases) of states and political | ////////////////// |
subdivisions in the U.S.: | ////////////////// |
(1) Taxable obligations ........................................................ | 4503 127 | 1.a.(1)(h)(1)
(2) Tax-exempt obligations ..................................................... | 4504 1,488 | 1.a.(1)(h)(2)
(i) All other loans in domestic offices ............................................ | 4058 69,454 | 1.a.(1)(i)
(2) In foreign offices, Edge and Agreement subsidiaries, and IBFs ...................... | 4059 9,462 | 1.a.(2)
b. Income from lease financing receivables: | ////////////////// |
(1) Taxable leases ..................................................................... | 4505 9,632 | 1.b.(1)
(2) Tax-exempt leases .................................................................. | 4307 0 | 1.b.(2)
c. Interest income on balances due from depository institutions:(1) | ////////////////// |
(1) In domestic offices ................................................................ | 4105 328 | 1.c.(1)
(2) In foreign offices, Edge and Agreement subsidiaries, and IBFs ...................... | 4106 0 | 1.c.(2)
d. Interest and dividend income on securities: | ////////////////// |
(1) U.S. Treasury securities and U.S. Government agency and corporation obligations .... | 4027 138,525 | 1.d.(1)
(2) Securities issued by states and political subdivisions in the U.S.: | ////////////////// |
(a) Taxable securities ............................................................. | 4506 12 | 1.d.(2)(a)
(b) Tax-exempt securities .......................................................... | 4507 12 | 1.d.(2)(b)
(3) Other domestic debt securities ..................................................... | 3657 14,018 | 1.d.(3)
(4) Foreign debt securities ............................................................ | 3658 0 | 1.d.(4)
(5) Equity securities (including investments in mutual funds) .......................... | 3659 2,210 | 1.d.(5)
e. Interest income from trading assets .................................................... | 4069 601 | 1.e.
______________________
____________
(1) Includes interest income on time certificates of deposit not held for trading.
</TABLE>
3
<PAGE>
<TABLE>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RI-2
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Schedule RI--Continued
________________
Dollar Amounts in Thousands | Year-to-date |
___________________________________________________________________________________ ______________
<S> <C> <C>
1. Interest income (continued) | RIAD Bil Mil Thou |
f. Interest income on federal funds sold and securities purchased under | ////////////////// |
agreements to resell in domestic offices of the bank and of its Edge | ////////////////// |
and Agreement subsidiaries, and in IBFs ............................. | 4020 94,844 | 1.f.
g. Total interest income (sum of items 1.a through 1.f) ................ | 4107 890,113 | 1.g.
2. Interest expense: | ////////////////// |
a. Interest on deposits: | ////////////////// |
(1) Interest on deposits in domestic offices: | ////////////////// |
(a) Transaction accounts (NOW accounts, ATS accounts, and | ////////////////// |
telephone and preauthorized transfer accounts) .............. | 4508 22,559 | 2.a.(1)(a)
(b) Nontransaction accounts: | ////////////////// |
(1) Money market deposit accounts (MMDAs) ................... | 4509 18,292 | 2.a.(1)(b)(1)
(2) Other savings deposits .................................. | 4511 74,532 | 2.a.(1)(b)(2)
(3) Time certificates of deposit of $100,000 or more ........ | 4174 25,358 | 2.a.(1)(b)(3)
(4) All other time deposits ................................. | 4512 109,471 | 2.a.(1)(b)(4)
(2) Interest on deposits in foreign offices, Edge and Agreement | ////////////////// |
subsidiaries, and IBFs .......................................... | 4172 8,756 | 2.a.(2)
b. Expense of federal funds purchased and securities sold under | ////////////////// |
agreements to repurchase in domestic offices of the bank and of its | ////////////////// |
Edge and Agreement subsidiaries, and in IBFs ........................ | 4180 26,417 | 2.b.
c. Interest on demand notes issued to the U.S. Treasury, trading | ////////////////// |
liabilities, and other borrowed money ............................... | 4185 37,445 | 2.c.
d. Interest on mortgage indebtedness and obligations under capitalized | ////////////////// |
leases .............................................................. | 4072 1,233 | 2.d.
e. Interest on subordinated notes and debentures ....................... | 4200 22,064 | 2.e.
f. Total interest expense (sum of items 2.a through 2.e) ............... | 4073 346,127 | 2.f.
___________________________
3. Net interest income (item 1.g minus 2.f) ............................... | ////////////////// | RIAD 4074 | 543,986 | 3.
___________________________
4. Provisions: | ////////////////// |
___________________________
a. Provision for loan and lease losses ................................. | ////////////////// | RIAD 4230 | 0 | 4.a.
b. Provision for allocated transfer risk ............................... | ////////////////// | RIAD 4243 | 0 | 4.b.
___________________________
5. Noninterest income: | ////////////////// |
a. Income from fiduciary activities .................................... | 4070 84,812 | 5.a.
b. Service charges on deposit accounts in domestic offices ............. | 4080 102,719 | 5.b.
c. Trading gains (losses) and fees from foreign exchange transactions .. | 4075 12,431 | 5.c.
d. Other foreign transaction gains (losses) ............................ | 4076 0 | 5.d.
e. Other gains (losses) and fees from trading assets and liabilities ... | 4077 11,430 | 5.e.
f. Other noninterest income: | ////////////////// |
(1) Other fee income ................................................ | 5407 58,323 | 5.f.(1)
(2) All other noninterest income* ................................... | 5408 48,543 | 5.f.(2)
___________________________
g. Total noninterest income (sum of items 5.a through 5.f) ............. | ////////////////// | RIAD 4079 | 318,258 | 5.g.
6. a. Realized gains (losses) on held-to-maturity securities .............. | ////////////////// | RIAD 3521 | 19 | 6.a.
b. Realized gains (losses) on available-for-sale securities ............ | ////////////////// | RIAD 3196 | 3,583 | 6.b.
___________________________
7. Noninterest expense: | ////////////////// |
a. Salaries and employee benefits ...................................... | 4135 302,219 | 7.a.
b. Expenses of premises and fixed assets (net of rental income) | ////////////////// |
(excluding salaries and employee benefits and mortgage interest) .... | 4217 93,468 | 7.b.
c. Other noninterest expense* .......................................... | 4092 204,209 | 7.c.
___________________________
d. Total noninterest expense (sum of items 7.a through 7.c) ............ | ////////////////// | RIAD 4093 | 599,896 | 7.d.
___________________________
8. Income (loss) before income taxes and extraordinary items and other | ////////////////// |
___________________________
adjustments (item 3 plus or minus items 4.a, 4.b, 5.g, 6.a, 6.b, and 7.d)| ////////////////// | RIAD 4301 | 265,950 | 8.
9. Applicable income taxes (on item 8) .................................... | ////////////////// | RIAD 4302 | 98,651 | 9.
___________________________
10. Income (loss) before extraordinary items and other adjustments (item 8 | ////////////////// |
___________________________
minus 9) ............................................................... | ////////////////// | RIAD 4300 | 167,299 | 10.
_________________________________________________
____________
*Describe on Schedule RI-E--Explanations.
</TABLE>
4
<PAGE>
<TABLE>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RI-3
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Schedule RI--Continued
________________
| Year-to-date |
______ ______________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
___________________________________________________________________________ ____________________
<S> <C> <C> <C> <C>
11. Extraordinary items and other adjustments: | ////////////////// |
a. Extraordinary items and other adjustments, gross of income taxes* . | 4310 0 | 11.a.
b. Applicable income taxes (on item 11.a)* ........................... | 4315 0 | 11.b.
c. Extraordinary items and other adjustments, net of income taxes | ////////////////// |
___________________________
(item 11.a minus 11.b) ............................................ | ////////////////// | RIAD 4320 | 0 | 11.c.
12. Net income (loss) (sum of items 10 and 11.c) ......................... | ////////////////// | RIAD 4340 | 167,299 | 12.
_________________________________________________
__________
| I481 | (-
______ ________
Memoranda | Year-to-date |
______ ______________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
______________________________________________________________________________________________________ ____________________
1. Interest expense incurred to carry tax-exempt securities, loans, and leases acquired after | ////////////////// |
August 7, 1986, that is not deductible for federal income tax purposes .......................... | 4513 450 | M.1.
2. Income from the sale and servicing of mutual funds and annuities in domestic offices | ////////////////// |
(included in Schedule RI, item 8) ............................................................... | 8431 9,115 | M.2.
3. Estimated foreign tax credit included in applicable income taxes, items 9 and 11.b above ........ | 4309 0 | M.3.
4. To be completed only by banks with $1 billion or more in total assets: | ////////////////// |
Taxable equivalent adjustment to "Income (loss) before income taxes and extraordinary | ////////////////// |
items and other adjustments" (item 8 above) ..................................................... | 1244 0 | M.4.
5. Number of full-time equivalent employees on payroll at end of current period (round to | //// Number |
nearest whole number) ........................................................................... | 4150 8,963 | M.5.
6. Not applicable | ////////////////// |
7. If the reporting bank has restated its balance sheet as a result of applying push down | //// MM DD YY |
accounting this calendar year, report the date of the bank's acquisition ........................ | 9106 00/00/00 | M.7.
8. Trading revenue (from cash instruments and off-balance sheet derivative instruments) | ////////////////// |
(included in Schedule RI, items 5.c and 5.e): | //// Bil Mil Thou |
a. Interest rate exposures ...................................................................... | 8757 11,430 | M.8.a.
b. Foreign exchange exposures ................................................................... | 8758 12,431 | M.8.b.
c. Equity security and index exposures .......................................................... | 8759 0 | M.8.c.
d. Commodity and other exposures ................................................................ | 8760 0 | M.8.d.
9. Impact on income of off-balance sheet derivatives held for purposes other than trading: | ////////////////// |
a. Net increase (decrease) to interest income ................................................... | 8761 (4,946)| M.9.a.
b. Net (increase) decrease to interest expense .................................................. | 8762 (418)| M.9.b.
c. Other (noninterest) allocations .............................................................. | 8763 (8,407)| M.9.c.
______________________
____________
*Describe on Schedule RI-E--Explanations.
</TABLE>
5
<PAGE>
<TABLE>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RI-4
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Schedule RI-A--Changes in Equity Capital
Indicate decreases and losses in parentheses. __________
| I483 | (-
____________ ________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
______________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Total equity capital originally reported in the December 31, 1994, Reports of Condition | ////////////////// |
and Income ...................................................................................... | 3215 1,654,472 | 1.
2. Equity capital adjustments from amended Reports of Income, net* ................................. | 3216 0 | 2.
3. Amended balance end of previous calendar year (sum of items 1 and 2) ............................ | 3217 1,654,472 | 3.
4. Net income (loss) (must equal Schedule RI, item 12) ............................................. | 4340 167,299 | 4.
5. Sale, conversion, acquisition, or retirement of capital stock, net .............................. | 4346 0 | 5.
6. Changes incident to business combinations, net .................................................. | 4356 0 | 6.
7. LESS: Cash dividends declared on preferred stock ................................................ | 4470 0 | 7.
8. LESS: Cash dividends declared on common stock ................................................... | 4460 100,000 | 8.
9. Cumulative effect of changes in accounting principles from prior years* (see instructions for | ////////////////// |
this schedule) .................................................................................. | 4411 0 | 9.
10. Corrections of material accounting errors from prior years* (see instructions for this schedule) | 4412 0 | 10.
11. Change in net unrealized holding gains (losses) on available-for-sale securities ................ | 8433 29,397 | 11.
12. Foreign currency translation adjustments ........................................................ | 4414 0 | 12.
13. Other transactions with parent holding company* (not included in items 5, 7, or 8 above) ........ | 4415 (91,665)| 13.
14. Total equity capital end of current period (sum of items 3 through 13) (must equal | ////////////////// |
Schedule RC, item 28) ........................................................................... | 3210 1,659,503 | 14.
______________________
____________
*Describe on Schedule RI-E--Explanations.
Schedule RI-B--Charge-offs and Recoveries and Changes
in Allowance for Loan and Lease Losses
Part I. Charge-offs and Recoveries on Loans and Leases
Part I excludes charge-offs and recoveries through
the allocated transfer risk reserve.
__________
| I486 | (-
_________________________________ ________
| (Column A) | (Column B) |
| Charge-offs | Recoveries |
____________________ ____________________
| Calendar year-to-date |
_________________________________________
Dollar Amounts in Thousands | RIAD Bil Mil Thou | RIAD Bil Mil Thou |
______________________________________________________________________________ ____________________ ____________________
1. Loans secured by real estate: | ////////////////// | ////////////////// |
a. To U.S. addressees (domicile) ......................................... | 4651 1,012 | 4661 9,080 | 1.a.
b. To non-U.S. addressees (domicile) ..................................... | 4652 0 | 4662 0 | 1.b.
2. Loans to depository institutions and acceptances of other banks: | ////////////////// | ////////////////// |
a. To U.S. banks and other U.S. depository institutions .................. | 4653 0 | 4663 0 | 2.a.
b. To foreign banks ...................................................... | 4654 0 | 4664 0 | 2.b.
3. Loans to finance agricultural production and other loans to farmers ...... | 4655 0 | 4665 0 | 3.
4. Commercial and industrial loans: | ////////////////// | ////////////////// |
a. To U.S. addressees (domicile) ......................................... | 4645 19,582 | 4617 5,907 | 4.a.
b. To non-U.S. addressees (domicile) ..................................... | 4646 0 | 4618 0 | 4.b.
5. Loans to individuals for household, family, and other personal | ////////////////// | ////////////////// |
expenditures: | ////////////////// | ////////////////// |
a. Credit cards and related plans ........................................ | 4656 1,924 | 4666 274 | 5.a.
b. Other (includes single payment, installment, and all student loans) ... | 4657 7,579 | 4667 2,775 | 5.b.
6. Loans to foreign governments and official institutions ................... | 4643 0 | 4627 2 | 6.
7. All other loans .......................................................... | 4644 1,941 | 4628 499 | 7.
8. Lease financing receivables: | ////////////////// | ////////////////// |
a. Of U.S. addressees (domicile) ......................................... | 4658 0 | 4668 0 | 8.a.
b. Of non-U.S. addressees (domicile) ..................................... | 4659 0 | 4669 0 | 8.b.
9. Total (sum of items 1 through 8) ......................................... | 4635 32,038 | 4605 18,537 | 9.
</TABLE>
6
<PAGE>
<TABLE>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RI-5
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Schedule RI-B--Continued
Part I. Continued
___________________________________________
| (Column A) | (Column B) |
| Charge-offs | Recoveries |
____________________ ____________________
Memoranda | Calendar year-to-date |
_________________________________________
Dollar Amounts in Thousands | RIAD Bil Mil Thou | RIAD Bil Mil Thou |
______________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
1-3. Not applicable | ////////////////// | ////////////////// |
4. Loans to finance commercial real estate, construction, and land | ////////////////// | ////////////////// |
development activities (not secured by real estate) included in | ////////////////// | ////////////////// |
Schedule RI-B, part I, items 4 and 7, above .............................. | 5409 80 | 5410 482 | M.4.
5. Loans secured by real estate in domestic offices (included in | ////////////////// | ////////////////// |
Schedule RI-B, part I, item 1, above): | ////////////////// | ////////////////// |
a. Construction and land development ..................................... | 3582 97 | 3583 6,190 | M.5.a.
b. Secured by farmland ................................................... | 3584 0 | 3585 231 | M.5.b.
c. Secured by 1-4 family residential properties: | ////////////////// | ////////////////// |
(1) Revolving, open-end loans secured by 1-4 family residential | ////////////////// | ////////////////// |
properties and extended under lines of credit ..................... | 5411 0 | 5412 0 | M.5.c.(1)
(2) All other loans secured by 1-4 family residential properties ...... | 5413 841 | 5414 974 | M.5.c.(2)
d. Secured by multifamily (5 or more) residential properties ............. | 3588 6 | 3589 5 | M.5.d.
e. Secured by nonfarm nonresidential properties .......................... | 3590 68 | 3591 1,680 | M.5.e.
___________________________________________
Part II. Changes in Allowance for Loan and Lease Losses
______________________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
1. Balance originally reported in the December 31, 1994, Reports of Condition and Income ......... | 3124 306,710 | 1.
2. Recoveries (must equal part I, item 9, column B above) ........................................ | 4605 18,537 | 2.
3. LESS: Charge-offs (must equal part I, item 9, column A above) ................................. | 4635 32,038 | 3.
4. Provision for loan and lease losses (must equal Schedule RI, item 4.a) ........................ | 4230 0 | 4.
5. Adjustments* (see instructions for this schedule) ............................................. | 4815 0 | 5.
6. Balance end of current period (sum of items 1 through 5) (must equal Schedule RC, | ////////////////// |
item 4.b) ..................................................................................... | 3123 293,209 | 6.
______________________
____________
*Describe on Schedule RI-E--Explanations.
Schedule RI-C--Applicable Income Taxes by Taxing Authority
Schedule RI-C is to be reported with the December Report of Income.
__________
| I489 | (-
____________ ________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
1. Federal ....................................................................................... | 4780 N/A | 1.
2. State and local ............................................................................... | 4790 N/A | 2.
3. Foreign ....................................................................................... | 4795 N/A | 3.
4. Total (sum of items 1 through 3) (must equal sum of Schedule RI, items 9 and 11.b) ............ | 4770 N/A | 4.
____________________________
5. Deferred portion of item 4 ........................................ | RIAD 4772 | N/A | ////////////////// | 5.
__________________________________________________
</TABLE>
7
<PAGE>
<TABLE>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RI-6
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Schedule RI-D--Income from International Operations
For all banks with foreign offices, Edge or Agreement subsidiaries, or IBFs where international operations account
for more than 10 percent of total revenues, total assets, or net income.
Part I. Estimated Income from International Operations
__________
| I492 | (-
______ ________
| Year-to-date |
______ ______________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Interest income and expense booked at foreign offices, Edge and Agreement subsidiaries, | ////////////////// |
and IBFs: | ////////////////// |
a. Interest income booked ..................................................................... | 4837 N/A | 1.a.
b. Interest expense booked .................................................................... | 4838 N/A | 1.b.
c. Net interest income booked at foreign offices, Edge and Agreement subsidiaries, and | ////////////////// |
IBFs (item 1.a minus 1.b) .................................................................. | 4839 N/A | 1.c.
2. Adjustments for booking location of international operations: | ////////////////// |
a. Net interest income attributable to international operations booked at domestic offices .... | 4840 N/A | 2.a.
b. Net interest income attributable to domestic business booked at foreign offices ............ | 4841 N/A | 2.b.
c. Net booking location adjustment (item 2.a minus 2.b) ....................................... | 4842 N/A | 2.c.
3. Noninterest income and expense attributable to international operations: | ////////////////// |
a. Noninterest income attributable to international operations ................................ | 4097 N/A | 3.a.
b. Provision for loan and lease losses attributable to international operations ............... | 4235 N/A | 3.b.
c. Other noninterest expense attributable to international operations ......................... | 4239 N/A | 3.c.
d. Net noninterest income (expense) attributable to international operations (item 3.a minus | ////////////////// |
3.b and 3.c) ............................................................................... | 4843 N/A | 3.d.
4. Estimated pretax income attributable to international operations before capital allocation | ////////////////// |
adjustment (sum of items 1.c, 2.c, and 3.d) ................................................... | 4844 N/A | 4.
5. Adjustment to pretax income for internal allocations to international operations to reflect | ////////////////// |
the effects of equity capital on overall bank funding costs ................................... | 4845 N/A | 5.
6. Estimated pretax income attributable to international operations after capital allocation | ////////////////// |
adjustment (sum of items 4 and 5) ............................................................. | 4846 N/A | 6.
7. Income taxes attributable to income from international operations as estimated in item 6 ...... | 4797 N/A | 7.
8. Estimated net income attributable to international operations (item 6 minus 7) ................ | 4341 N/A | 8.
______________________
Memoranda ______________________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
1. Intracompany interest income included in item 1.a above ....................................... | 4847 N/A | M.1.
2. Intracompany interest expense included in item 1.b above ...................................... | 4848 N/A | M.2.
______________________
Part II. Supplementary Details on Income from International Operations Required
by the Departments of Commerce and Treasury for Purposes of the U.S.
International Accounts and the U.S. National Income and Product Accounts
________________
| Year-to-date |
______ ______________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
1. Interest income booked at IBFs ................................................................ | 4849 N/A | 1.
2. Interest expense booked at IBFs ............................................................... | 4850 N/A | 2.
3. Noninterest income attributable to international operations booked at domestic offices | ////////////////// |
(excluding IBFs): | ////////////////// |
a. Gains (losses) and extraordinary items ..................................................... | 5491 N/A | 3.a.
b. Fees and other noninterest income .......................................................... | 5492 N/A | 3.b.
4. Provision for loan and lease losses attributable to international operations booked at domestic | ////////////////// |
offices (excluding IBFs) ...................................................................... | 4852 N/A | 4.
5. Other noninterest expense attributable to international operations booked at domestic offices | ////////////////// |
(excluding IBFs) .............................................................................. | 4853 N/A | 5.
______________________
</TABLE>
8
<PAGE>
<TABLE>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RI-7
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Schedule RI-E--Explanations
Schedule RI-E is to be completed each quarter on a calendar year-to-date basis.
Detail all adjustments in Schedule RI-A and RI-B, all extraordinary items and other adjustments in Schedule RI, and all
significant items of other noninterest income and other noninterest expense in Schedule RI. (See instructions for details.)
__________
| I495 | (-
______ ________
| Year-to-date |
______ ______________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. All other noninterest income (from Schedule RI, item 5.f.(2)) | ////////////////// |
Report amounts that exceed 10% of Schedule RI, item 5.f.(2): | ////////////////// |
a. Net gains on other real estate owned ..................................................... | 5415 33,681 | 1.a.
b. Net gains on sales of loans .............................................................. | 5416 0 | 1.b.
c. Net gains on sales of premises and fixed assets .......................................... | 5417 0 | 1.c.
Itemize and describe the three largest other amounts that exceed 10% of Schedule RI, | ////////////////// |
item 5.f.(2): | ////////////////// |
_____________
d. | TEXT 4461 | CHECK PRINTING INCOME
______________________________________________________________________________| 4461 8,419 | 1.d.
___________
e. | TEXT 4462 |______________________________________________________________________________| 4462 | 1.e.
___________
f. | TEXT 4463 |______________________________________________________________________________| 4463 | 1.f.
_____________
2. Other noninterest expense (from Schedule RI, item 7.c): | ////////////////// |
a. Amortization expense of intangible assets ................................................ | 4531 42,972 | 2.a.
Report amounts that exceed 10% of Schedule RI, item 7.c: | ////////////////// |
b. Net losses on other real estate owned .................................................... | 5418 0 | 2.b.
c. Net losses on sales of loans ............................................................. | 5419 0 | 2.c.
d. Net losses on sales of premises and fixed assets ......................................... | 5420 0 | 2.d.
Itemize and describe the three largest other amounts that exceed 10% of Schedule RI, | ////////////////// |
item 7.c: | ////////////////// |
_____________
e. | TEXT 4464 |______________________________________________________________________________| 4464 | 2.e.
___________
f. | TEXT 4467 |______________________________________________________________________________| 4467 | 2.f.
___________
g. | TEXT 4468 |______________________________________________________________________________| 4468 | 2.g.
_____________
3. Extraordinary items and other adjustments (from Schedule RI, item 11.a) and applicable | ////////////////// |
income tax effect (from Schedule RI, item 11.b) (itemize and describe all extraordinary | ////////////////// |
items and other adjustments): | ////////////////// |
_____________
a. (1) | TEXT 4469 |__________________________________________________________________________| 4469 | 3.a.(1)
_____________
(2) Applicable income tax effect | RIAD 4486 | | ////////////////// | 3.a.(2)
_____________ ____________________________
b. (1) | TEXT 4487 |__________________________________________________________________________| 4487 | 3.b.(1)
_____________
(2) Applicable income tax effect | RIAD 4488 | | ////////////////// | 3.b.(2)
_____________ ____________________________
c. (1) | TEXT 4489 |__________________________________________________________________________| 4489 | 3.c.(1)
_____________
(2) Applicable income tax effect | RIAD 4491 | | ////////////////// | 3.c.(2)
____________________________
4. Equity capital adjustments from amended Reports of Income (from Schedule RI-A, item 2) | ////////////////// |
(itemize and describe all adjustments): | ////////////////// |
_____________
a. | TEXT 4492 |______________________________________________________________________________| 4492 | 4.a.
___________
b. | TEXT 4493 |______________________________________________________________________________| 4493 | 4.b.
_____________
5. Cumulative effect of changes in accounting principles from prior years | ////////////////// |
(from Schedule RI-A, item 9) (itemize and describe all changes in accounting principles): | ////////////////// |
_____________
a. | TEXT 4494 |______________________________________________________________________________| 4494 | 5.a.
___________
b. | TEXT 4495 |______________________________________________________________________________| 4495 | 5.b.
_____________
6. Corrections of material accounting errors from prior years (from Schedule RI-A, item 10) | ////////////////// |
(itemize and describe all corrections): | ////////////////// |
_____________
a. | TEXT 4496 |______________________________________________________________________________| 4496 | 6.a.
___________
b. | TEXT 4497 |______________________________________________________________________________| 4497 | 6.b.
_____________
</TABLE>
9
<PAGE>
<TABLE>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RI-8
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Schedule RI-E--Continued
______________
| Year-to-date |
______ ______________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
<S> <C> <C>
7. Other transactions with parent holding company (from Schedule RI-A, item 13) | ////////////////// |
(itemize and describe all such transactions): | ////////////////// |
_____________
a. | TEXT 4498 | CAPITAL INJECTION
______________________________________________________________________________| 4498 8,335 | 7.a.
___________
b. | TEXT 4499 | REDUCTION IN SURPLUS
______________________________________________________________________________| 4499 (100,000)| 7.b.
_____________
8. Adjustments to allowance for loan and lease losses (from Schedule RI-B, part II, item 5) | ////////////////// |
(itemize and describe all adjustments): | ////////////////// |
_____________
a. | TEXT 4521 |______________________________________________________________________________| 4521 | 8.a.
___________
b. | TEXT 4522 |______________________________________________________________________________| 4522 | 8.b.
_____________
____________________
9. Other explanations (the space below is provided for the bank to briefly describe, at its | I498 | I499 | (-
option, any other significant items affecting the Report of Income): _________________________
No comment | | (RIAD 4769)
Other explanations (please type or print clearly):
(TEXT 4769)
</TABLE>
10
<PAGE>
<TABLE>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-1
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for September 30, 1995
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.
Schedule RC--Balance Sheet
__________
| C400 | (-
____________ ________
Dollar Amounts in Thousands | RCFD Bil Mil Thou |
_________________________________________________________________________________________________ ____________________
<S> <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 1,641,968 | 1.a.
b. Interest-bearing balances(2) ............................................................ | 0071 5,108 | 1.b.
2. Securities: | ////////////////// |
a. Held-to-maturity securities (from Schedule RC-B, column A) .............................. | 1754 1,416,440 | 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) ............................ | 1773 2,897,305 | 2.b.
3. Federal funds sold and securities purchased under agreements to resell in domestic offices | ////////////////// |
of the bank and of its Edge and Agreement subsidiaries, and in IBFs: | ////////////////// |
a. Federal funds sold ...................................................................... | 0276 1,365,800 | 3.a.
b. Securities purchased under agreements to resell ......................................... | 0277 39,490 | 3.b.
4. Loans and lease financing receivables: ____________________________| ////////////////// |
a. Loans and leases, net of unearned income (from Schedule RC-C) | RCFD 2122 | 10,947,517 | ////////////////// | 4.a.
b. LESS: Allowance for loan and lease losses ................... | RCFD 3123 | 293,209 | ////////////////// | 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 10,654,308 | 4.d.
5. Trading assets (from Schedule RC-D) ........................................................ | 3545 38,056 | 5.
6. Premises and fixed assets (including capitalized leases) ................................... | 2145 556,582 | 6.
7. Other real estate owned (from Schedule RC-M) ............................................... | 2150 17,619 | 7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) ... | 2130 0 | 8.
9. Customers' liability to this bank on acceptances outstanding ............................... | 2155 10,336 | 9.
10. Intangible assets (from Schedule RC-M) ..................................................... | 2143 477,037 | 10.
11. Other assets (from Schedule RC-F) .......................................................... | 2160 529,239 | 11.
12. Total assets (sum of items 1 through 11) ................................................... | 2170 19,649,288 | 12.
______________________
____________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
</TABLE>
11
<PAGE>
<TABLE>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-2
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Schedule RC--Continued
___________________________
Dollar Amounts in Thousands | ///////// Bil Mil Thou |
_______________________________________________________________________________________________ _________________________
<S> <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 14,905,278 | 13.a.
____________________________
(1) Noninterest-bearing(1) ................................ | RCON 6631 5,631,550 | /////////////////////// | 13.a.(1)
(2) Interest-bearing ...................................... | RCON 6636 9,273,728 | /////////////////////// | 13.a.(2)
____________________________
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, | /////////////////////// |
part II) .............................................................................. | RCFN 2200 211,945 | 13.b.
____________________________
(1) Noninterest-bearing ................................... | RCFN 6631 0 | /////////////////////// | 13.b.(1)
(2) Interest-bearing ...................................... | RCFN 6636 211,945 | /////////////////////// | 13.b.(2)
____________________________
14. Federal funds purchased and securities sold under agreements to repurchase in domestic | /////////////////////// |
offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: | /////////////////////// |
a. Federal funds purchased ............................................................... | RCFD 0278 393,165 | 14.a.
b. Securities sold under agreements to repurchase ........................................ | RCFD 0279 482,632 | 14.b.
15. a. Demand notes issued to the U.S. Treasury .............................................. | RCON 2840 1,312,761 | 15.a.
b. Trading liabilities (from Schedule RC-D) .............................................. | RCFD 3548 23,787 | 15.b.
16. Other borrowed money: | /////////////////////// |
a. With original maturity of one year or less ............................................ | RCFD 2332 18,195 | 16.a.
b. With original maturity of more than one year .......................................... | RCFD 2333 12,749 | 16.b.
17. Mortgage indebtedness and obligations under capitalized leases ........................... | RCFD 2910 28,846 | 17.
18. Bank's liability on acceptances executed and outstanding ................................. | RCFD 2920 10,336 | 18.
19. Subordinated notes and debentures ........................................................ | RCFD 3200 345,000 | 19.
20. Other liabilities (from Schedule RC-G) ................................................... | RCFD 2930 245,091 | 20.
21. Total liabilities (sum of items 13 through 20) ........................................... | RCFD 2948 17,989,785 | 21.
| /////////////////////// |
22. Limited-life preferred stock and related surplus ......................................... | RCFD 3282 0 | 22.
EQUITY CAPITAL | /////////////////////// |
23. Perpetual preferred stock and related surplus ............................................ | RCFD 3838 0 | 23.
24. Common stock ............................................................................. | RCFD 3230 612,893 | 24.
25. Surplus (exclude all surplus related to preferred stock) ................................. | RCFD 3839 924,675 | 25.
26. a. Undivided profits and capital reserves ................................................ | RCFD 3632 100,111 | 26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities ................ | RCFD 8434 21,824 | 26.b.
27. Cumulative foreign currency translation adjustments ...................................... | RCFD 3284 0 | 27.
28. Total equity capital (sum of items 23 through 27) ........................................ | RCFD 3210 1,659,503 | 28.
29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21, 22, | /////////////////////// |
and 28) .................................................................................. | RCFD 3300 19,649,288 | 29.
___________________________
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the
most comprehensive level of auditing work performed for the bank by independent external Number
__________________
auditors as of any date during 1994 ............................................................... | RCFD 6724 N/A | M.1.
__________________
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
____________
(1) Includes total demand deposits and noninterest-bearing time and savings deposits.
</TABLE>
12
<PAGE>
<TABLE>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-3
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Schedule RC-A--Cash and Balances Due From Depository Institutions
Exclude assets held for trading.
__________
| C405 | (-
_________________________________ ________
| (Column A) | (Column B) |
| Consolidated | Domestic |
| Bank | Offices |
____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCON Bil Mil Thou |
________________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
1. Cash items in process of collection, unposted debits, and currency and | ////////////////// | ////////////////// |
coin ....................................................................... | 0022 1,590,117 | ////////////////// | 1.
a. Cash items in process of collection and unposted debits ................. | ////////////////// | 0020 1,282,132 | 1.a.
b. Currency and coin ....................................................... | ////////////////// | 0080 307,985 | 1.b.
2. Balances due from depository institutions in the U.S. ...................... | ////////////////// | 0082 24,818 | 2.
a. U.S. branches and agencies of foreign banks (including their IBFs) ...... | 0083 5,008 | ////////////////// | 2.a.
b. Other commercial banks in the U.S. and other depository institutions | ////////////////// | ////////////////// |
in the U.S. (including their IBFs) ...................................... | 0085 19,810 | ////////////////// | 2.b.
3. Balances due from banks in foreign countries and foreign central banks ..... | ////////////////// | 0070 10,325 | 3.
a. Foreign branches of other U.S. banks .................................... | 0073 42 | ////////////////// | 3.a.
b. Other banks in foreign countries and foreign central banks .............. | 0074 10,308 | ////////////////// | 3.b.
4. Balances due from Federal Reserve Banks .................................... | 0090 21,791 | 0090 21,791 | 4.
5. Total (sum of items 1 through 4) (total of column A must equal | ////////////////// | ////////////////// |
Schedule RC, sum of items 1.a and 1.b) ..................................... | 0010 1,647,076 | 0010 1,647,051 | 5.
___________________________________________
______________________
Memorandum Dollar Amounts in Thousands | RCON Bil Mil Thou |
_____________________________________________________________________________________________________ ____________________
1. Noninterest-bearing balances due from commercial banks in the U.S. (included in item 2, | ////////////////// |
column B above) ................................................................................. | 0050 19,710 | M.1.
______________________
Schedule RC-B--Securities
Exclude assets held for trading.
__________
| C410 | (-
___________________________________________________________________________ ________
| Held-to-maturity | Available-for-sale |
_________________________________________ _________________________________________
| (Column A) | (Column B) | (Column C) | (Column D) |
| Amortized Cost | Fair Value | Amortized Cost | Fair Value(1) |
____________________ ____________________ ____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
______________________________________ ____________________ ____________________ ____________________ ____________________
1. U.S. Treasury securities ......... | 0211 17,968 | 0213 17,946 | 1286 588,826 | 1287 588,241 | 1.
2. U.S. Government agency | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
and corporation obligations | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
(exclude mortgage-backed | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
securities): | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
a. Issued by U.S. Govern- | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
ment agencies(2) .............. | 1289 0 | 1290 0 | 1291 0 | 1293 0 | 2.a.
b. Issued by U.S. | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
Government-sponsored | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
agencies(3) ................... | 1294 0 | 1295 0 | 1297 0 | 1298 0 | 2.b.
_____________________________________________________________________________________
_____________
(1) Includes equity securities without readily determinable fair values at historical cost in item 6.c, column D.
(2) Includes Small Business Administration "Guaranteed Loan Pool Certificates," U.S. Maritime Administration obligations, and
Export-Import Bank participation certificates.
(3) Includes obligations (other than mortgage-backed securities) issued by the Farm Credit System, the Federal Home
Loan Bank System, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Financing
Corporation, Resolution Funding Corporation, the Student Loan Marketing Association, and the Tennessee Valley Authority.
</TABLE>
13
<PAGE>
<TABLE>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-4
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Schedule RC-B--Continued
_____________________________________________________________________________________
| Held-to-maturity | Available-for-sale |
_________________________________________ _________________________________________
| (Column A) | (Column B) | (Column C) | (Column D) |
| Amortized Cost | Fair Value | Amortized Cost | Fair Value(1) |
____________________ ____________________ ____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
______________________________________ ____________________ ____________________ ____________________ ____________________
<S> <C> <C> <C> <C> <C>
3. Securities issued by states | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
and political subdivisions | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
in the U.S.: | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
a. General obligations ........... | 1676 275 | 1677 275 | 1678 0 | 1679 0 | 3.a.
b. Revenue obligations ........... | 1681 50 | 1686 69 | 1690 0 | 1691 0 | 3.b.
c. Industrial development | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
and similar obligations ....... | 1694 0 | 1695 0 | 1696 0 | 1697 0 | 3.c.
4. Mortgage-backed | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
securities (MBS): | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
a. Pass-through securities: | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
(1) Guaranteed by | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
GNMA ...................... | 1698 0 | 1699 0 | 1701 1,151,297 | 1702 1,178,279 | 4.a.(1)
(2) Issued by FNMA | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
and FHLMC ................. | 1703 653,403 | 1705 651,254 | 1706 1,076,147 | 1707 1,079,521 | 4.a.(2)
(3) Other pass-through | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
securities ................ | 1709 0 | 1710 0 | 1711 0 | 1713 0 | 4.a.(3)
b. Other mortgage-backed | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
securities (include CMOs, | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
REMICs, and stripped | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
MBS): | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
(1) Issued or guaranteed | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
by FNMA, FHLMC, | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
or GNMA ................... | 1714 474,871 | 1715 463,978 | 1716 0 | 1717 0 | 4.b.(1)
(2) Collateralized | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
by MBS issued or | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
guaranteed by FNMA | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
FHLMC, or GNMA ............ | 1718 3,793 | 1719 3,845 | 1731 2,137 | 1732 2,137 | 4.b.(2)
(3) All other mortgage- | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
backed securities ......... | 1733 0 | 1734 0 | 1735 0 | 1736 0 | 4.b.(3)
5. Other debt securities: | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
a. Other domestic debt | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
securities .................... | 1737 266,080 | 1738 268,784 | 1739 0 | 1741 0 | 5.a.
b. Foreign debt | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
securities .................... | 1742 0 | 1743 0 | 1744 0 | 1746 0 | 5.b.
6. Equity securities: | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
a. Investments in mutual | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
funds ......................... | ////////////////// | ////////////////// | 1747 0 | 1748 0 | 6.a.
b. Other equity securities | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
with readily determin- | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
able fair values .............. | ////////////////// | ////////////////// | 1749 0 | 1751 0 | 6.b.
c. All other equity | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
securities(1) ................. | ////////////////// | ////////////////// | 1752 49,127 | 1753 49,127 | 6.c.
7. Total (sum of items 1 | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
through 6) (total of | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
column A must equal | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
Schedule RC, item 2.a) | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
(total of column D must | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
equal Schedule RC, | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
item 2.b) ........................ | 1754 1,416,440 | 1771 1,406,151 | 1772 2,867,534 | 1773 2,897,305 | 7.
_____________________________________________________________________________________
_____________
(1) Includes equity securities without readily determinable fair values at historical cost in item 6.c, column D.
</TABLE>
14
<PAGE>
<TABLE>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-5
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Schedule RC-B--Continued
___________
Memoranda | C412 | (-
___________ _________
Dollar Amounts in Thousands | RCFD Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
<S> <C> <C> <C>
1. Pledged securities(2) ......................................................................... | 0416 3,016,260 | M.1.
2. Maturity and repricing data for debt securities(2)(3)(4) (excluding those in nonaccrual status):| ////////////////// |
a. Fixed rate debt securities with a remaining maturity of: | ////////////////// |
(1) Three months or less ................................................................... | 0343 18,267 | M.2.a.(1)
(2) Over three months through 12 months .................................................... | 0344 250,033 | M.2.a.(2)
(3) Over one year through five years ....................................................... | 0345 1,141,491 | M.2.a.(3)
(4) Over five years ........................................................................ | 0346 2,847,194 | M.2.a.(4)
(5) Total fixed rate debt securities (sum of Memorandum items 2.a.(1) through 2.a.(4) ...... | 0347 4,256,985 | M.2.a.(5)
b. Floating rate debt securities with a repricing frequency of: | ////////////////// |
(1) Quarterly or more frequently ........................................................... | 4544 7,633 | M.2.b.(1)
(2) Annually or more frequently, but less frequently than quarterly ........................ | 4545 0 | M.2.b.(2)
(3) Every five years or more frequently, but less frequently than annually ................. | 4551 0 | M.2.b.(3)
(4) Less frequently than every five years .................................................. | 4552 0 | M.2.b.(4)
(5) Total floating rate debt securities (sum of Memorandum items 2.b.(1) through 2.b.(4)) .. | 4553 7,633 | M.2.b.(5)
c. Total debt securities (sum of Memorandum items 2.a.(5) and 2.b.(5)) (must equal total | ////////////////// |
debt securities from Schedule RC-B, sum of items 1 through 5, columns A and D, minus | ////////////////// |
nonaccrual debt securities included in Schedule RC-N, item 9, column C) .................... | 0393 4,264,618 | M.2.c.
3. Not applicable | ////////////////// |
4. Held-to-maturity debt securities restructured and in compliance with modified terms (included | ////////////////// |
in Schedule RC-B, items 3 through 5, column A, above) ......................................... | 5365 0 | M.4.
5. Not applicable | ////////////////// |
6. Floating rate debt securities with a remaining maturity of one year or less(2)(5) (to be | ////////////////// |
completed by all banks) ....................................................................... | 5519 0 | M.6.
7. Amortized cost of held-to-maturity securities sold or transferred to available-for-sale or | ////////////////// |
trading securities during the calendar year-to-date (report the amortized cost at date of sale | ////////////////// |
or transfer) .................................................................................. | 1778 0 | M.7.
8. High-risk mortgage securities (included in the held-to-maturity and available-for-sale | ////////////////// |
accounts in Schedule RC-B, item 4.b): | ////////////////// |
a. Amortized cost ............................................................................. | 8780 0 | M.8.a.
b. Fair value ................................................................................. | 8781 0 | M.8.b.
9. Structured notes (included in the held-to-maturity and available-for-sale accounts in | ////////////////// |
Schedule RC-B, items 2, 3, and 5): | ////////////////// |
a. Amortized cost ............................................................................. | 8782 0 | M.9.a.
b. Fair value ................................................................................. | 8783 0 | M.9.b.
______________________
_____________
(2) Includes held-to-maturity securities at amortized cost and available-for-sale securities at fair value.
(3) Exclude equity securities, e.g., investments in mutual funds, Federal Reserve stock, common stock, and preferred stock.
(4) Memorandum item 2 is not applicable to savings banks that must complete supplemental Schedule RC-J.
(5) For commercial banks, the debt securities included in Memorandum item 6 will also have been reported in Memorandum item
2.b above. For savings banks, the debt securities included in Memorandum item 6 will also have been reported in supplemental
Schedule RC-J, part I, item 4. Savings banks should note that available-for-sale debt securities are reported at fair value
in Memorandum item 6 and at amortized cost in Schedule RC-J.
</TABLE>
15
<PAGE>
<TABLE>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-6
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Schedule RC-C--Loans and Lease Financing Receivables
Part I. Loans and Leases
Do not deduct the allowance for loan and lease losses from amounts __________
reported in this schedule. Report total loans and leases, net of unearned | C415 | (-
income. Exclude assets held for trading. _________________________________ ________
| (Column A) | (Column B) |
| Consolidated | Domestic |
| Bank | Offices |
____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCON Bil Mil Thou |
_____________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
1. Loans secured by real estate ........................................... | 1410 2,280,342 | ////////////////// | 1.
a. Construction and land development ................................... | ////////////////// | 1415 389,871 | 1.a.
b. Secured by farmland (including farm residential and other | ////////////////// | ////////////////// |
improvements) ....................................................... | ////////////////// | 1420 18,819 | 1.b.
c. Secured by 1-4 family residential properties: | ////////////////// | ////////////////// |
(1) Revolving, open-end loans secured by 1-4 family residential | ////////////////// | ////////////////// |
properties and extended under lines of credit ................... | ////////////////// | 1797 0 | 1.c.(1)
(2) All other loans secured by 1-4 family residential properties: | ////////////////// | ////////////////// |
(a) Secured by first liens ...................................... | ////////////////// | 5367 622,400 | 1.c.(2)(a)
(b) Secured by junior liens ..................................... | ////////////////// | 5368 254,347 | 1.c.(2)(b)
d. Secured by multifamily (5 or more) residential properties ........... | ////////////////// | 1460 144,714 | 1.d.
e. Secured by nonfarm nonresidential properties ........................ | ////////////////// | 1480 850,191 | 1.e.
2. Loans to depository institutions: | ////////////////// | ////////////////// |
a. To commercial banks in the U.S. ..................................... | ////////////////// | 1505 52,726 | 2.a.
(1) To U.S. branches and agencies of foreign banks .................. | 1506 0 | ////////////////// | 2.a.(1)
(2) To other commercial banks in the U.S. ........................... | 1507 52,726 | ////////////////// | 2.a.(2)
b. To other depository institutions in the U.S. ........................ | 1517 22 | 1517 22 | 2.b.
c. To banks in foreign countries ....................................... | ////////////////// | 1510 41,928 | 2.c.
(1) To foreign branches of other U.S. banks ......................... | 1513 0 | ////////////////// | 2.c.(1)
(2) To other banks in foreign countries ............................. | 1516 45,103 | ////////////////// | 2.c.(2)
3. Loans to finance agricultural production and other loans to farmers .... | 1590 84,957 | 1590 84,957 | 3.
4. Commercial and industrial loans: | ////////////////// | ////////////////// |
a. To U.S. addressees (domicile) ....................................... | 1763 4,945,318 | 1763 4,912,161 | 4.a.
b. To non-U.S. addressees (domicile) ................................... | 1764 147,434 | 1764 68,643 | 4.b.
5. Acceptances of other banks: | ////////////////// | ////////////////// |
a. Of U.S. banks ....................................................... | 1756 0 | 1756 0 | 5.a.
b. Of foreign banks .................................................... | 1757 0 | 1757 0 | 5.b.
6. Loans to individuals for household, family, and other personal | ////////////////// | ////////////////// |
expenditures (i.e., consumer loans) (includes purchased paper) ......... | ////////////////// | 1975 1,794,885 | 6.
a. Credit cards and related plans (includes check credit and other | ////////////////// | ////////////////// |
revolving credit plans) ............................................. | 2008 114,005 | ////////////////// | 6.a.
b. Other (includes single payment, installment, and all student loans) . | 2011 1,680,880 | ////////////////// | 6.b.
7. Loans to foreign governments and official institutions (including | ////////////////// | ////////////////// |
foreign central banks) ................................................. | 2081 236,879 | 2081 227,314 | 7.
8. Obligations (other than securities and leases) of states and political | ////////////////// | ////////////////// |
subdivisions in the U.S. (includes nonrated industrial development | ////////////////// | ////////////////// |
obligations) ........................................................... | 2107 29,610 | 2107 29,610 | 8.
9. Other loans ............................................................ | 1563 1,152,236 | ////////////////// | 9.
a. Loans for purchasing or carrying securities (secured and unsecured) . | ////////////////// | 1545 78,318 | 9.a.
b. All other loans (exclude consumer loans) ............................ | ////////////////// | 1564 1,073,918 | 9.b.
10. Lease financing receivables (net of unearned income) ................... | ////////////////// | 2165 178,005 | 10.
a. Of U.S. addressees (domicile) ....................................... | 2182 149,658 | ////////////////// | 10.a.
b. Of non-U.S. addressees (domicile) ................................... | 2183 28,347 | ////////////////// | 10.b.
11. LESS: Any unearned income on loans reflected in items 1-9 above ........ | 2123 0 | 2123 0 | 11.
12. Total loans and leases, net of unearned income (sum of items 1 | ////////////////// | ////////////////// |
through 10 minus item 11) (total of column A must equal | ////////////////// | ////////////////// |
Schedule RC, item 4.a) ................................................. | 2122 10,947,517 | 2122 10,822,829 | 12.
___________________________________________
</TABLE>
16
<PAGE>
<TABLE>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-7
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Schedule RC-C--Continued
Part I. Continued
___________________________________________
| (Column A) | (Column B) |
| Consolidated | Domestic |
Memoranda | Bank | Offices |
____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCON Bil Mil Thou |
________________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
1. Commercial paper included in Schedule RC-C, part I, above ................. | 1496 0 | 1496 0 | M.1.
2. Loans and leases restructured and in compliance with modified terms | ////////////////// | ////////////////// |
(included in Schedule RC-C, part I, above and not reported as past due or | ////////////////// | ////////////////// |
nonaccrual in Schedule RC-N, Memorandum item 1): | ////////////////// | ////////////////// |
a. Loans secured by real estate: | ////////////////// | ////////////////// |
(1) To U.S. addressees (domicile) ...................................... | 1687 0 | M.2.a.(1)
(2) To non-U.S. addressees (domicile) .................................. | 1689 0 | M.2.a.(2)
b. All other loans and all lease financing receivables (exclude loans to | ////////////////// |
individuals for household, family, and other personal expenditures) .... | 8691 219,755 | M.2.b.
c. Commercial and industrial loans to and lease financing receivables | ////////////////// |
of non-U.S. addressees (domicile) included in Memorandum item 2.b | ////////////////// |
above .................................................................. | 8692 0 | M.2.c.
3. Maturity and repricing data for loans and leases(1) (excluding those in | ////////////////// |
nonaccrual status): | ////////////////// |
a. Fixed rate loans and leases with a remaining maturity of: | ////////////////// |
(1) Three months or less ............................................... | 0348 320,849 | M.3.a.(1)
(2) Over three months through 12 months ................................ | 0349 439,082 | M.3.a.(2)
(3) Over one year through five years ................................... | 0356 1,902,891 | M.3.a.(3)
(4) Over five years .................................................... | 0357 1,033,762 | M.3.a.(4)
(5) Total fixed rate loans and leases (sum of Memorandum | ////////////////// |
items 3.a.(1) through 3.a.(4)) ..................................... | 0358 3,696,584 | M.3.a.(5)
b. Floating rate loans with a repricing frequency of: | ////////////////// |
(1) Quarterly or more frequently ....................................... | 4554 6,328,261 | M.3.b.(1)
(2) Annually or more frequently, but less frequently than quarterly .... | 4555 684,829 | M.3.b.(2)
(3) Every five years or more frequently, but less frequently than | ////////////////// |
annually ........................................................... | 4561 83,085 | M.3.b.(3)
(4) Less frequently than every five years .............................. | 4564 30,013 | M.3.b.(4)
(5) Total floating rate loans (sum of Memorandum items 3.b.(1) | ////////////////// |
through 3.b.(4)) ................................................... | 4567 7,126,188 | M.3.b.(5)
c. Total loans and leases (sum of Memorandum items 3.a.(5) and | ////////////////// |
3.b.(5)) (must equal the sum of total loans and leases, net, from | ////////////////// |
Schedule RC-C, part I, item 12, plus unearned income from | ////////////////// |
Schedule RC-C, part I, item 11, minus total nonaccrual loans and | ////////////////// |
leases from Schedule RC-N, sum of items 1 through 8, column C) ......... | 1479 10,822,772 | M.3.c.
4. Loans to finance commercial real estate, construction, and land | ////////////////// |
development activities (not secured by real estate) included in | ////////////////// |
Schedule RC-C, part I, items 4 and 9, column A, page RC-6(2) .............. | 2746 264,681 | M.4.
5. Loans and leases held for sale (included in Schedule RC-C, part I, | ////////////////// |
above) .................................................................... | 5369 109,451 | M.5.
6. Adjustable rate closed-end loans secured by first liens on 1-4 family | ////////////////// |_____________________
residential properties (included in Schedule RC-C, part I, item 1.c.(2)(a), | ////////////////// | RCON Bil Mil Thou |
____________________
column B, page RC-6) ...................................................... | ////////////////// | 5370 216,903 | M.6.
___________________________________________
_____________
(1) Memorandum item 3 is not applicable to savings banks that must complete supplemental Schedule RC-J.
(2) Exclude loans secured by real estate that are included in Schedule RC-C, part I, item 1, column A.
</TABLE>
17
<PAGE>
<TABLE>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-8
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Schedule RC-D--Trading Assets and Liabilities
Schedule RC-D is to be completed only by banks with $1 billion or more in total assets or with $2 billion or more in par/notional
amount of off-balance sheet derivative contracts (as reported in Schedule RC-L, items 14.a through 14.e, columns A through D).
__________
| C420 | (-
_________________ ________
Dollar Amounts in Thousands | ///////// Bil Mil Thou |
__________________________________________________________________________________________________ _________________________
<S> <C> <C>
ASSETS | /////////////////////// |
1. U.S. Treasury securities in domestic offices ................................................ | RCON 3531 890 | 1.
2. U.S. Government agency and corporation obligations in domestic offices (exclude mortgage- | /////////////////////// |
backed securities) .......................................................................... | RCON 3532 2,440 | 2.
3. Securities issued by states and political subdivisions in the U.S. in domestic offices ...... | RCON 3533 6,728 | 3.
4. Mortgage-backed securities (MBS) in domestic offices: | /////////////////////// |
a. Pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA ..................... | RCON 3534 0 | 4.a.
b. Other mortgage-backed securities issued or guaranteed by FNMA, FHLMC, or GNMA | /////////////////////// |
(include CMOs, REMICs, and stripped MBS) ................................................. | RCON 3535 0 | 4.b.
c. All other mortgage-backed securities ..................................................... | RCON 3536 0 | 4.c.
5. Other debt securities in domestic offices ................................................... | RCON 3537 0 | 5.
6. Certificates of deposit in domestic offices ................................................. | RCON 3538 0 | 6.
7. Commercial paper in domestic offices ........................................................ | RCON 3539 0 | 7.
8. Bankers acceptances in domestic offices ..................................................... | RCON 3540 0 | 8.
9. Other trading assets in domestic offices .................................................... | RCON 3541 14 | 9.
10. Trading assets in foreign offices ........................................................... | RCFN 3542 0 | 10.
11. Revaluation gains on interest rate, foreign exchange rate, and other commodity and equity | /////////////////////// |
contracts: | /////////////////////// |
a. In domestic offices ...................................................................... | RCON 3543 27,984 | 11.a.
b. In foreign offices ....................................................................... | RCFN 3544 0 | 11.b.
12. Total trading assets (sum of items 1 through 11) (must equal Schedule RC, item 5) ........... | RCFD 3545 38,056 | 12.
___________________________
___________________________
| ///////// Bil Mil Thou |
LIABILITIES _________________________
13. Liability for short positions ............................................................... | RCFD 3546 0 | 13.
14. Revaluation losses on interest rate, foreign exchange rate, and other commodity and equity | /////////////////////// |
contracts ................................................................................... | RCFD 3547 23,787 | 14.
15. Total trading liabilities (sum of items 13 and 14) (must equal Schedule RC, item 15.b) ...... | RCFD 3548 23,787 | 15.
___________________________
</TABLE>
18
<PAGE>
<TABLE>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-9
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Schedule RC-E--Deposit Liabilities
Part I. Deposits in Domestic Offices
__________
| C425 | (-
______________________________________________________ ________
| | Nontransaction |
| Transaction Accounts | Accounts |
_________________________________________ ____________________
| (Column A) | (Column B) | (Column C) |
| Total transaction | Memo: Total | Total |
| accounts (including| demand deposits | nontransaction |
| total demand | (included in | accounts |
| deposits) | column A) | (including MMDAs) |
____________________ ____________________ ____________________
Dollar Amounts in Thousands | RCON Bil Mil Thou | RCON Bil Mil Thou | RCON Bil Mil Thou |
__________________________________________________________ ____________________ ____________________ ____________________
<S> <C> <C> <C> <C>
Deposits of: | ////////////////// | ////////////////// | ////////////////// |
1. Individuals, partnerships, and corporations .......... | 2201 5,040,745 | 2240 4,656,518 | 2346 9,243,051 | 1.
2. U.S. Government ...................................... | 2202 43,362 | 2280 40,354 | 2520 372 | 2.
3. States and political subdivisions in the U.S. ........ | 2203 98,852 | 2290 45,896 | 2530 127,170 | 3.
4. Commercial banks in the U.S. ......................... | 2206 202,760 | 2310 202,760 | ////////////////// | 4.
a. U.S. branches and agencies of foreign banks ....... | ////////////////// | ////////////////// | 2347 0 | 4.a.
b. Other commercial banks in the U.S. ................ | ////////////////// | ////////////////// | 2348 0 | 4.b.
5. Other depository institutions in the U.S. ............ | 2207 14,397 | 2312 14,397 | 2349 0 | 5.
6. Banks in foreign countries ........................... | 2213 20,679 | 2320 20,679 | ////////////////// | 6.
a. Foreign branches of other U.S. banks .............. | ////////////////// | ////////////////// | 2367 0 | 6.a.
b. Other banks in foreign countries .................. | ////////////////// | ////////////////// | 2373 0 | 6.b.
7. Foreign governments and official institutions | ////////////////// | ////////////////// | ////////////////// |
(including foreign central banks) .................... | 2216 2,746 | 2300 2,746 | 2377 0 | 7.
8. Certified and official checks ........................ | 2330 111,144 | 2330 111,144 | ////////////////// | 8.
9. Total (sum of items 1 through 8) (sum of | ////////////////// | ////////////////// | ////////////////// |
columns A and C must equal Schedule RC, | ////////////////// | ////////////////// | ////////////////// |
item 13.a) ........................................... | 2215 5,534,685 | 2210 5,094,494 | 2385 9,370,593 | 9.
________________________________________________________________
Memoranda
______________________
Dollar Amounts in Thousands | RCON Bil Mil Thou |
____________________________________________________________________________________________________ ____________________
1. Selected components of total deposits (i.e., sum of item 9, columns A and C): | ////////////////// |
a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts ......................... | 6835 888,392 | M.1.a.
b. Total brokered deposits ..................................................................... | 2365 0 | M.1.b.
c. Fully insured brokered deposits (included in Memorandum item 1.b above): | ////////////////// |
(1) Issued in denominations of less than $100,000 ........................................... | 2343 0 | M.1.c.(1)
(2) Issued either in denominations of $100,000 or in denominations greater than | ////////////////// |
$100,000 and participated out by the broker in shares of $100,000 or less ............... | 2344 0 | M.1.c.(2)
d. Total deposits denominated in foreign currencies ............................................ | 3776 908 | M.1.d.
e. Preferred deposits (uninsured deposits of states and political subdivisions in the U.S. | ////////////////// |
reported in item 3 above which are secured or collateralized as required under state law) ... | 5590 194,389 | M.1.e.
2. Components of total nontransaction accounts (sum of Memorandum items 2.a through 2.d | ////////////////// |
must equal item 9, column C above): | ////////////////// |
a. Savings deposits: | ////////////////// |
(1) Money market deposit accounts (MMDAs) ................................................... | 6810 2,857,932 | M.2.a.(1)
(2) Other savings deposits (excludes MMDAs) ................................................. | 0352 2,826,957 | M.2.a.(2)
b. Total time deposits of less than $100,000 ................................................... | 6648 2,856,864 | M.2.b.
c. Time certificates of deposit of $100,000 or more ............................................ | 6645 806,770 | M.2.c.
d. Open-account time deposits of $100,000 or more .............................................. | 6646 22,070 | M.2.d.
3. All NOW accounts (included in column A above) .................................................. | 2398 440,191 | M.3.
______________________
</TABLE>
19
<PAGE>
<TABLE>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-10
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Schedule RC-E--Continued
Part I. Continued
Memoranda (continued)
_________________________________________________________________________________________________________________________________
| Deposit Totals for FDIC Insurance Assessments ______________________ |
| Dollar Amounts in Thousands | RCON Bil Mil Thou | |
__________________________________________________________________________________________________ ____________________
<S> <C> <C>
| 4. Total deposits in domestic offices (sum of item 9, column A and item 9, column C) |/////////////////// | |
| (must equal Schedule RC, item 13.a) ......................................................... | 2200 14,905,278 | M.4. |
| | ////////////////// | |
| a. Total demand deposits (must equal item 9, column B) ...................................... | 2210 5,094,494 | M.4.a.|
| b. Total time and savings deposits(1) (must equal item 9, column A plus item 9, column C | ////////////////// | |
| minus item 9, column B) .................................................................. | 2350 9,810,784 | M.4.b.|
______________________
| ____________ |
| (1) For FDIC insurance assessment purposes, "total time and savings deposits" consists of nontransaction accounts and all |
| transaction accounts other than demand deposits. |
_________________________________________________________________________________________________________________________________
______________________
Dollar Amounts in Thousands | RCON Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
5. Time deposits of less than $100,000 and open-account time deposits of $100,000 or more | ////////////////// |
(included in Memorandum items 2.b and 2.d above) with a remaining maturity or repricing | ////////////////// |
frequency of:(1) | ////////////////// |
a. Three months or less ....................................................................... | 0359 138,091 | M.5.a.
b. Over three months through 12 months (but not over 12 months) ............................... | 3644 1,547,871 | M.5.b.
6. Maturity and repricing data for time certificates of deposit of $100,000 or more:(1) | ////////////////// |
a. Fixed rate time certificates of deposit of $100,000 or more with a remaining maturity of: | ////////////////// |
(1) Three months or less ................................................................... | 2761 432,423 | M.6.a.(1)
(2) Over three months through 12 months .................................................... | 2762 278,632 | M.6.a.(2)
(3) Over one year through five years ....................................................... | 2763 79,313 | M.6.a.(3)
(4) Over five years ........................................................................ | 2765 0 | M.6.a.(4)
(5) Total fixed rate time certificates of deposit of $100,000 or more (sum of | ////////////////// |
Memorandum items 6.a.(1) through 6.a.(4) ............................................... | 2767 790,368 | M.6.a.(5)
b. Floating rate time certificates of deposit of $100,000 or more with a repricing frequency of:| ////////////////// |
(1) Quarterly or more frequently ........................................................... | 4568 16,402 | M.6.b.(1)
(2) Annually or more frequently, but less frequently than quarterly ........................ | 4569 0 | M.6.b.(2)
(3) Every five years or more frequently, but less frequently than annually ................. | 4571 0 | M.6.b.(3)
(4) Less frequently than every five years .................................................. | 4572 0 | M.6.b.(4)
(5) Total floating rate time certificates of deposit of $100,000 or more (sum of | ////////////////// |
Memorandum items 6.b.(1) through 6.b.(4)) .............................................. | 4573 16,402 | M.6.b.(5)
c. Total time certificates of deposit of $100,000 or more (sum of Memorandum items 6.a.(5) | ////////////////// |
and 6.b.(5)) (must equal Memorandum item 2.c. above) ....................................... | 6645 806,770 | M.6.c.
______________________
_____________
(1) Memorandum items 5 and 6 are not applicable to savings banks that must complete supplemental Schedule RC-J.
</TABLE>
20
<PAGE>
<TABLE>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-11
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Schedule RC-E--Continued
Part II. Deposits in Foreign Offices (including Edge and
Agreement subsidiaries and IBFs)
______________________
Dollar Amounts in Thousands | RCFN Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
<S> <C> <C>
Deposits of: | ////////////////// |
1. Individuals, partnerships, and corporations ................................................... | 2621 211,945 | 1.
2. U.S. banks (including IBFs and foreign branches of U.S. banks) ................................ | 2623 0 | 2.
3. Foreign banks (including U.S. branches and agencies of foreign banks, including their IBFs) ... | 2625 0 | 3.
4. Foreign governments and official institutions (including foreign central banks) ............... | 2650 0 | 4.
5. Certified and official checks ................................................................. | 2330 0 | 5.
6. All other deposits ............................................................................ | 2668 0 | 6.
7. Total (sum of items 1 through 6) (must equal Schedule RC, item 13.b) .......................... | 2200 211,945 | 7.
______________________
Schedule RC-F--Other Assets
__________
| C430 | (-
_________________ ________
Dollar Amounts in Thousands | ////////// Bil Mil Thou |
__________________________________________________________________________________________________ _________________________
1. Income earned, not collected on loans ........................................................ | RCFD 2164 94,353 | 1.
2. Net deferred tax assets(1) ................................................................... | RCFD 2148 61,108 | 2.
3. Excess residential mortgage servicing fees receivable ........................................ | RCFD 5371 0 | 3.
4. Other (itemize amounts that exceed 25% of this item) ......................................... | RCFD 2168 373,778 | 4.
_____________ ___________________________
a. | TEXT 3549 | NET SWAP INTEREST RECIVABLE | RCFD 3549 | 129,402 | /////////////////////// | 4.a.
___________ ____________________________________________________
b. | TEXT 3550 | | RCFD 3550 | | /////////////////////// | 4.b.
________________________________________________________________
c. | TEXT 3551 | | RCFD 3551 | | /////////////////////// | 4.c.
____________________________________________________________________________________________
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 11) ........................... | RCFD 2160 529,239 | 5.
___________________________
Memorandum ___________________________
Dollar Amounts in Thousands | ////////// Bil Mil Thou |
__________________________________________________________________________________________________ _________________________
1. Deferred tax assets disallowed for regulatory capital purposes ............................... | RCFD 5610 0 | M.1.
___________________________
Schedule RC-G--Other Liabilities
__________
| C435 | (-
_________________ ________
Dollar Amounts in Thousands | ////////// Bil Mil Thou |
__________________________________________________________________________________________________ _________________________
1. a. Interest accrued and unpaid on deposits in domestic offices(2) ............................ | RCON 3645 25,866 | 1.a.
b. Other expenses accrued and unpaid (includes accrued income taxes payable) ................. | RCFD 3646 197,677 | 1.b.
2. Net deferred tax liabilities(1) .............................................................. | RCFD 3049 692 | 2.
3. Minority interest in consolidated subsidiaries ............................................... | RCFD 3000 0 | 3.
4. Other (itemize amounts that exceed 25% of this item) ......................................... | RCFD 2938 20,856 | 4.
_____________ ___________________________
a. | TEXT 3552 | TRADING SECURITY PURCHASE FAILS | RCFD 3552 | 9,267 | /////////////////////// | 4.a.
___________________________________________________________________________________________
b. | TEXT 3553 | | RCFD 3553 | | /////////////////////// | 4.b.
___________________________________________________________________________________________
c. | TEXT 3554 | | RCFD 3554 | | /////////////////////// | 4.c.
____________________________________________________________________________________________
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20) ........................... | RCFD 2930 245,091 | 5.
___________________________
____________
(1) See discussion of deferred income taxes in Glossary entry on "income taxes."
(2) For savings banks, include "dividends" accrued and unpaid on deposits.
</TABLE>
21
<PAGE>
<TABLE>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-12
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Schedule RC-H--Selected Balance Sheet Items for Domestic Offices
__________
| C440 | (-
____________ ________
| Domestic Offices |
____________________
Dollar Amounts in Thousands | RCON Bil Mil Thou |
_____________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Customers' liability to this bank on acceptances outstanding .................................... | 2155 10,336 | 1.
2. Bank's liability on acceptances executed and outstanding ........................................ | 2920 10,336 | 2.
3. Federal funds sold and securities purchased under agreements to resell .......................... | 1350 1,405,290 | 3.
4. Federal funds purchased and securities sold under agreements to repurchase ...................... | 2800 875,797 | 4.
5. Other borrowed money ............................................................................ | 3190 30,944 | 5.
EITHER | ////////////////// |
6. Net due from own foreign offices, Edge and Agreement subsidiaries, and IBFs ..................... | 2163 N/A | 6.
OR | ////////////////// |
7. Net due to own foreign offices, Edge and Agreement subsidiaries, and IBFs ....................... | 2941 87,727 | 7.
8. Total assets (excludes net due from foreign offices, Edge and Agreement subsidiaries, and | ////////////////// |
IBFs) ........................................................................................... | 2192 19,523,222 | 8.
9. Total liabilities (excludes net due to foreign offices, Edge and Agreement subsidiaries, and | ////////////////// |
IBFs) ........................................................................................... | 3129 17,775,992 | 9.
______________________
Items 10-17 include held-to-maturity and available-for-sale securities in domestic offices. ______________________
| RCON Bil Mil Thou |
____________________
10. U.S. Treasury securities ....................................................................... | 1779 606,209 | 10.
11. U.S. Government agency and corporation obligations (exclude mortgage-backed | ////////////////// |
securities) .................................................................................... | 1785 0 | 11.
12. Securities issued by states and political subdivisions in the U.S. ............................. | 1786 325 | 12.
13. Mortgage-backed securities (MBS): | ////////////////// |
a. Pass-through securities: | ////////////////// |
(1) Issued or guaranteed by FNMA, FHLMC, or GNMA ............................................ | 1787 2,911,203 | 13.a.(1)
(2) Other pass-through securities ........................................................... | 1869 0 | 13.a.(2)
b. Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS): | ////////////////// |
(1) Issued or guaranteed by FNMA, FHLMC, or GNMA ............................................ | 1877 474,871 | 13.b.(1)
(2) All other mortgage-backed securities .................................................... | 2253 5,930 | 13.b.(2)
14. Other domestic debt securities ................................................................. | 3159 266,080 | 14.
15. Foreign debt securities ........................................................................ | 3160 0 | 15.
16. Equity securities: | ////////////////// |
a. Investments in mutual funds ................................................................. | 3161 0 | 16.a.
b. Other equity securities with readily determinable fair values ............................... | 3162 0 | 16.b.
c. All other equity securities ................................................................. | 3169 49,127 | 16.c.
17. Total held-to-maturity and available-for-sale securities (sum of items 10 through 16) .......... | 3170 4,313,745 | 17.
______________________
Memorandum (to be completed only by banks with IBFs and other "foreign" offices)
______________________
Dollar Amounts in Thousands | RCON Bil Mil Thou |
_____________________________________________________________________________________________________ ____________________
EITHER | ////////////////// |
1. Net due from the IBF of the domestic offices of the reporting bank .............................. | 3051 N/A | M.1.
OR | ////////////////// |
2. Net due to the IBF of the domestic offices of the reporting bank ................................ | 3059 N/A | M.2.
______________________
</TABLE>
22
<PAGE>
<TABLE>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-13
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Schedule RC-I--Selected Assets and Liabilities of IBFs
To be completed only by banks with IBFs and other "foreign" offices. __________
| C445 | (-
____________ ________
Dollar Amounts in Thousands | RCFN Bil Mil Thou |
____________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Total IBF assets of the consolidated bank (component of Schedule RC, item 12) ................. | 2133 N/A | 1.
2. Total IBF loans and lease financing receivables (component of Schedule RC-C, part I, | ////////////////// |
item 12, column A) ............................................................................ | 2076 N/A | 2.
3. IBF commercial and industrial loans (component of Schedule RC-C, part I, item 4, | ////////////////// |
column A) ..................................................................................... | 2077 N/A | 3.
4. Total IBF liabilities (component of Schedule RC, item 21) ..................................... | 2898 N/A | 4.
5. IBF deposit liabilities due to banks, including other IBFs (component of Schedule RC-E, | ////////////////// |
part II, items 2 and 3) ....................................................................... | 2379 N/A | 5.
6. Other IBF deposit liabilities (component of Schedule RC-E, part II, items 1, 4, 5, and 6) ..... | 2381 N/A | 6.
______________________
Schedule RC-K--Quarterly Averages(1)
__________
| C455 | (-
_________________ ________
Dollar Amounts in Thousands | ///////// Bil Mil Thou |
_______________________________________________________________________________________________ _________________________
ASSETS | /////////////////////// |
1. Interest-bearing balances due from depository institutions ............................... | RCFD 3381 11,630 | 1.
2. U.S. Treasury securities and U.S. Government agency and corporation obligations(2) ....... | RCFD 3382 3,105,804 | 2.
3. Securities issued by states and political subdivisions in the U.S.(2) .................... | RCFD 3383 341 | 3.
4. a. Other debt securities(2) .............................................................. | RCFD 3647 288,849 | 4.a.
b. Equity securities(3) (includes investments in mutual funds and Federal Reserve stock) . | RCFD 3648 49,078 | 4.b.
5. Federal funds sold and securities purchased under agreements to resell in domestic offices | /////////////////////// |
of the bank and of its Edge and Agreement subsidiaries, and in IBFs ...................... | RCFD 3365 1,620,982 | 5.
6. Loans: | /////////////////////// |
a. Loans in domestic offices: | /////////////////////// |
(1) Total loans ....................................................................... | RCON 3360 10,604,791 | 6.a.(1)
(2) Loans secured by real estate ...................................................... | RCON 3385 2,298,060 | 6.a.(2)
(3) Loans to finance agricultural production and other loans to farmers ............... | RCON 3386 93,290 | 6.a.(3)
(4) Commercial and industrial loans ................................................... | RCON 3387 5,089,116 | 6.a.(4)
(5) Loans to individuals for household, family, and other personal expenditures ....... | RCON 3388 1,744,828 | 6.a.(5)
b. Total loans in foreign offices, Edge and Agreement subsidiaries, and IBFs ............. | RCFN 3360 142,076 | 6.b.
7. Trading assets ........................................................................... | RCFD 3401 39,447 | 7.
8. Lease financing receivables (net of unearned income) ..................................... | RCFD 3484 188,261 | 8.
9. Total assets(4) .......................................................................... | RCFD 3368 19,331,648 | 9.
LIABILITIES | /////////////////////// |
10. Interest-bearing transaction accounts in domestic offices (NOW accounts, ATS accounts, | /////////////////////// |
and telephone and preauthorized transfer accounts) (exclude demand deposits) ............. | RCON 3485 1,746,003 | 10.
11. Nontransaction accounts in domestic offices: | /////////////////////// |
a. Money market deposit accounts (MMDAs) ................................................. | RCON 3486 1,620,885 | 11.a.
b. Other savings deposits ................................................................ | RCON 3487 2,826,116 | 11.b.
c. Time certificates of deposit of $100,000 or more ...................................... | RCON 3345 811,220 | 11.c.
d. All other time deposits ............................................................... | RCON 3469 2,882,770 | 11.d.
12. Interest-bearing deposits in foreign offices, Edge and Agreement subsidiaries, and IBFs .. | RCFN 3404 188,936 | 12.
13. Federal funds purchased and securities sold under agreements to repurchase in domestic | /////////////////////// |
offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs .............. | RCFD 3353 629,102 | 13.
14. Other borrowed money ..................................................................... | RCFD 3355 32,758 | 14.
___________________________
_____________
(1) For all items, banks have the option of reporting either (1) an average of daily figures for the quarter, or
(2) an average of weekly figures (i.e., the Wednesday of each week of the quarter).
(2) Quarterly averages for all debt securities should be based on amortized cost.
(3) Quarterly averages for all equity securities should be based on historical cost.
(4) The quarterly average for total assets should reflect all debt securities (not held for trading) at amortized
cost, equity securities with readily determinable fair values at the lower of cost or fair value, and equity
securities without readily determinable fair values at historical cost.
</TABLE>
23
<PAGE>
<TABLE>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-14
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Schedule RC-L--Off-Balance Sheet Items
Please read carefully the instructions for the preparation of Schedule RC-L. Some of the amounts
reported in Schedule RC-L are regarded as volume indicators and not necessarily as measures of risk. __________
| C460 | (-
____________ ________
Dollar Amounts in Thousands | RCFD Bil Mil Thou |
____________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Unused commitments: | ////////////////// |
a. Revolving, open-end lines secured by 1-4 family residential properties, e.g., home equity | ////////////////// |
lines....................................................................................... | 3814 0 | 1.a.
b. Credit card lines .......................................................................... | 3815 0 | 1.b.
c. Commercial real estate, construction, and land development: | ////////////////// |
(1) Commitments to fund loans secured by real estate ....................................... | 3816 382,799 | 1.c.(1)
(2) Commitments to fund loans not secured by real estate ................................... | 6550 252,582 | 1.c.(2)
d. Securities underwriting .................................................................... | 3817 0 | 1.d.
e. Other unused commitments ................................................................... | 3818 7,293,754 | 1.e.
2. Financial standby letters of credit and foreign office guarantees ............................. | 3819 986,746 | 2.
___________________________
a. Amount of financial standby letters of credit conveyed to others | RCFD 3820 | 84,011 | ////////////////// | 2.a.
___________________________
3. Performance standby letters of credit and foreign office guarantees ........................... | 3821 64,757 | 3.
___________________________
a. Amount of performance standby letters of credit conveyed to others| RCFD 3822 | 2,698 | ////////////////// | 3.a.
___________________________
4. Commercial and similar letters of credit ...................................................... | 3411 179,030 | 4.
5. Participations in acceptances (as described in the instructions) conveyed to others by the | ////////////////// |
reporting bank ................................................................................ | 3428 0 | 5.
6. Participations in acceptances (as described in the instructions) acquired by the reporting | ////////////////// |
(nonaccepting) bank ........................................................................... | 3429 0 | 6.
7. Securities borrowed ........................................................................... | 3432 55,377 | 7.
8. Securities lent (including customers' securities lent where the customer is indemnified against | ////////////////// |
loss by the reporting bank) ................................................................... | 3433 17,946 | 8.
9. Mortgages transferred (i.e., sold or swapped) with recourse that have been treated as sold for | ////////////////// |
Call Report purposes: | ////////////////// |
a. FNMA and FHLMC residential mortgage loan pools: | ////////////////// |
(1) Outstanding principal balance of mortgages transferred as of the report date ........... | 3650 0 | 9.a.(1)
(2) Amount of recourse exposure on these mortgages as of the report date ................... | 3651 0 | 9.a.(2)
b. Private (nongovernment-issued or -guaranteed) residential mortgage loan pools: | ////////////////// |
(1) Outstanding principal balance of mortgages transferred as of the report date ........... | 3652 0 | 9.b.(1)
(2) Amount of recourse exposure on these mortgages as of the report date ................... | 3653 0 | 9.b.(2)
c. Farmer Mac agricultural mortgage loan pools: | ////////////////// |
(1) Outstanding principal balance of mortgages transferred as of the report date ........... | 3654 0 | 9.c.(1)
(2) Amount of recourse exposure on these mortgages as of the report date ................... | 3655 0 | 9.c.(2)
10. When-issued securities: | ////////////////// |
a. Gross commitments to purchase .............................................................. | 3434 331,424 | 10.a.
b. Gross commitments to sell .................................................................. | 3435 279,489 | 10.b.
11. Spot foreign exchange contracts ............................................................... | 8765 523,538 | 11.
12. All other off-balance sheet liabilities (exclude off-balance sheet derivatives) (itemize and | ////////////////// |
describe each component of this item over 25% of Schedule RC, item 28, "Total equity capital") | 3430 0 | 12.
| ////////////////// |
_____________ ___________________________
a. | TEXT 3555 | | RCFD 3555 | | ////////////////// | 12.a.
_________________________________________________________________
b. | TEXT 3556 | | RCFD 3556 | | ////////////////// | 12.b.
_________________________________________________________________
c. | TEXT 3557 | | RCFD 3557 | | ////////////////// | 12.c.
_________________________________________________________________
d. | TEXT 3558 | | RCFD 3558 | | ////////////////// | 12.d.
__________________________________________________________________________________________________________________
13. All other off-balance sheet assets (exclude off-balance sheet derivatives) (itemize and | ////////////////// |
describe each component of this item over 25% of Schedule RC, item 28, "Total equity capital") | 5591 0 | 13.
| ////////////////// |
_____________ ___________________________
a. | TEXT 5592 | | RCFD 5592 | | ////////////////// | 13.a.
_________________________________________________________________
b. | TEXT 5993 | | RCFD 5593 | | ////////////////// | 13.b.
_________________________________________________________________
c. | TEXT 5594 | | RCFD 5594 | | ////////////////// | 13.c.
_________________________________________________________________
d. | TEXT 5595 | | RCFD 5595 | | ////////////////// | 13.d.
_________________________________________________________________________________________________________________
</TABLE>
24
<PAGE>
<TABLE>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-15
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Schedule RC-L--Continued
____________
| C461 | (-
_________________________________________________________________ __________
| (Column A) | (Column B) | (Column C) | (Column D) |
Dollar Amounts in Thousands | Interest Rate | Foreign Exchange | Equity Derivative| Commodity and |
_____________________________________________
| Off-balance Sheet Derivatives | Contracts | Contracts | Contracts | Other Contracts |
__________________ __________________ __________________ __________________
| Position Indicators |Tril Bil Mil Thou |Tril Bil Mil Thou |Tril Bil Mil Thou |Tril Bil Mil Thou |
_____________________________________________ __________________ __________________ __________________ __________________
<S> <C> <C> <C> <C> <C>
14. Gross amounts (e.g., notional | //////////////// | //////////////// | //////////////// | //////////////// |
amounts) (for each column, sum of | //////////////// | //////////////// | //////////////// | //////////////// |
items 14.a through 14.e must equal | //////////////// | //////////////// | //////////////// | //////////////// |
sum of items 15, 16.a, and 16.b): | //////////////// | //////////////// | //////////////// | //////////////// |
__________________ __________________ __________________ __________________
a. Futures contracts ................... | 0 | 0 | 0 | 0 | 14.a.
__________________ __________________ __________________ __________________
| RCFD 8693 | RCFD 8694 | RCFD 8695 | RCFD 8696 |
__________________ __________________ __________________ __________________
b. Forward contracts ................... | 57,908 | 198,934 | 0 | 0 | 14.b.
__________________ __________________ __________________ __________________
| RCFD 8697 | RCFD 8698 | RCFD 8699 | RCFD 8700 |
__________________ __________________ __________________ __________________
c. Exchange-traded option contracts: | //////////////// | //////////////// | //////////////// | //////////////// |
__________________ __________________ __________________ __________________
(1) Written options ................. | 1,500,000 | 0 | 0 | 0 | 14.c.(1)
__________________ __________________ __________________ __________________|
| RCFD 8701 | RCFD 8702 | RCFD 8703 | RCFD 8704 |
__________________ __________________ __________________ __________________
(2) Purchased options ............... | 500,000 | 0 | 0 | 0 | 14.c.(2)
__________________ __________________ __________________ __________________|
| RCFD 8705 | RCFD 8706 | RCFD 8707 | RCFD 8708 |
__________________ __________________ __________________ __________________
d. Over-the-counter option contracts: | //////////////// | //////////////// | //////////////// | //////////////// |
__________________ __________________ __________________ __________________
(1) Written options ................. | 360,830 | 2,000 | 0 | 1,110 | 14.d.(1)
__________________ __________________ __________________ __________________|
| RCFD 8709 | RCFD 8710 | RCFD 8711 | RCFD 8712 |
__________________ __________________ __________________ __________________
(2) Purchased options ............... | 2,230,830 | 7,000 | 0 | 1,110 | 14.d.(2)
__________________ __________________ __________________ __________________|
| RCFD 8713 | RCFD 8714 | RCFD 8715 | RCFD 8716 |
__________________ __________________ __________________ __________________
e. Swaps ............................... | 5,542,966 | 0 | 0 | 18,228 | 14.e.
__________________ __________________ __________________ __________________
| RCFD 3450 | RCFD 3826 | RCFD 8719 | RCFD 8720 |
__________________ __________________ __________________ __________________
15. Total gross notional amount of | //////////////// | //////////////// | //////////////// | //////////////// |
derivative contracts held for trading | 2,600,218 | 207,934 | 0 | 20,448 | 15.
__________________ __________________ __________________ __________________
| RCFD A126 | RCFD A127 | RCFD 8723 | RCFD 8724 |
__________________ __________________ __________________ __________________
16. Total gross notional amount of | //////////////// | //////////////// | //////////////// | //////////////// |
derivative contracts held for | //////////////// | //////////////// | //////////////// | //////////////// |
purposes other than trading: | //////////////// | //////////////// | //////////////// | //////////////// |
__________________ __________________ __________________ __________________
a. Contracts marked to market .......... | 0 | 0 | 0 | 0 | 16.a.
__________________ __________________ __________________ __________________
| RCFD 8725 | RCFD 8726 | RCFD 8727 | RCFD 8728 |
__________________ __________________ __________________ __________________
b. Contracts not marked to market ...... | 7,592,316 | 0 | 0 | 0 | 16.b.
__________________ __________________ __________________ __________________
| RCFD 8729 | RCFD 8730 | RCFD 8731 | RCFD 8732 |
_____________________________________________________________________________
</TABLE>
25
<PAGE>
<TABLE>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-16
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Schedule RC-L--Continued
_____________________________________________________________________________________
| (Column A) | (Column B) | (Column C) | (Column D) |
Dollar Amounts in Thousands | Interest Rate | Foreign Exchange | Equity Derivative | Commodity and |
_____________________________________
| Off-balance Sheet Derivatives | Contracts | Contracts | Contracts | Other Contracts |
____________________ ____________________ ____________________ ____________________
| Position Indicators | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
_____________________________________ ____________________ ____________________ ____________________ ____________________
<S> <C> <C> <C> <C> <C>
17. Gross fair values of | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
derivative contracts: | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
a. Contracts held for | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
trading: | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
(1) Gross positive | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value .............. | 8733 31,763 | 8734 3,176 | 8735 0 | 8736 1,911 | 17.a.(1)
(2) Gross negative | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value .............. | 8737 27,708 | 8738 5,279 | 8739 0 | 8740 1,572 | 17.a.(2)
b. Contracts held for | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
purposes other than | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
trading that are marked | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
to market: | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
(1) Gross positive | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value .............. | 8741 0 | 8742 0 | 8743 0 | 8744 0 | 17.b.(1)
(2) Gross negative | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value .............. | 8745 0 | 8746 0 | 8747 0 | 8748 0 | 17.b.(2)
c. Contracts held for | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
purposes other than | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
trading that are not | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
marked to market: | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
(1) Gross positive | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value .............. | 8749 134,520 | 8750 0 | 8751 0 | 8752 0 | 17.c.(1)
(2) Gross negative | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value .............. | 8753 1,611 | 8754 0 | 8755 0 | 8756 0 | 17.c.(2)
_____________________________________________________________________________________
______________________
Memoranda Dollar Amounts in Thousands | RCFD Bil Mil Thou |
____________________________________________________________________________________________________ ____________________
1.-2. Not applicable | ////////////////// |
3. Unused commitments with an original maturity exceeding one year that are reported in | ////////////////// |
Schedule RC-L, items 1.a through 1.e, above (report only the unused portions of commitments | ////////////////// |
that are fee paid or otherwise legally binding) ............................................... | 3833 4,916,818 | M.3.
a. Participations in commitments with an original maturity | ////////////////// |
___________________________
exceeding one year conveyed to others ........................... | RCFD 3834 | 9,946 | ////////////////// | M.3.a.
___________________________
4. To be completed only by banks with $1 billion or more in total assets: | ////////////////// |
Standby letters of credit and foreign office guarantees (both financial and performance) issued | ////////////////// |
to non-U.S. addressees (domicile) included in Schedule RC-L, items 2 and 3, above ............. | 3377 40,292 | M.4.
5. To be completed for the September report only: | ////////////////// |
Installment loans to individuals for household, family, and other personal expenditures that | ////////////////// |
have been securitized and sold without recourse (with servicing retained), amounts outstanding | ////////////////// |
by type of loan: | ////////////////// |
a. Loans to purchase private passenger automobiles ............................................ | 2741 0 | M.5.a.
b. Credit cards and related plans ............................................................. | 2742 0 | M.5.b.
c. All other consumer installment credit (including mobile home loans) ........................ | 2743 0 | M.5.c.
______________________
</TABLE>
26
<PAGE>
<TABLE>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-17
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Schedule RC-M--Memoranda
__________
| C465 | (-
____________ ________
Dollar Amounts in Thousands | RCFD Bil Mil Thou |
______________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Extensions of credit by the reporting bank to its executive officers, directors, principal | ////////////////// |
shareholders, and their related interests as of the report date: | ////////////////// |
a. Aggregate amount of all extensions of credit to all executive officers, directors, principal | ////////////////// |
shareholders, and their related interests ..................................................... | 6164 21,119 | 1.a.
b. Number of executive officers, directors, and principal shareholders to whom the amount of | ////////////////// |
all extensions of credit by the reporting bank (including extensions of credit to | ////////////////// |
related interests) equals or exceeds the lesser of $500,000 or 5 percent Number | ////////////////// |
___________________________
of total capital as defined for this purpose in agency regulations. | RCFD 6165 | 4 | ////////////////// | 1.b.
___________________________
2. Federal funds sold and securities purchased under agreements to resell with U.S. branches | ////////////////// |
and agencies of foreign banks(1) (included in Schedule RC, items 3.a and 3.b) .................... | 3405 0 | 2.
3. Not applicable. | ////////////////// |
4. Outstanding principal balance of 1-4 family residential mortgage loans serviced for others | ////////////////// |
(include both retained servicing and purchased servicing): | ////////////////// |
a. Mortgages serviced under a GNMA contract ...................................................... | 5500 0 | 4.a.
b. Mortgages serviced under a FHLMC contract: | ////////////////// |
(1) Serviced with recourse to servicer ........................................................ | 5501 0 | 4.b.(1)
(2) Serviced without recourse to servicer ..................................................... | 5502 0 | 4.b.(2)
c. Mortgages serviced under a FNMA contract: | ////////////////// |
(1) Serviced under a regular option contract .................................................. | 5503 0 | 4.c.(1)
(2) Serviced under a special option contract .................................................. | 5504 0 | 4.c.(2)
d. Mortgages serviced under other servicing contracts ............................................ | 5505 0 | 4.d.
5. To be completed only by banks with $1 billion or more in total assets: | ////////////////// |
Customers' liability to this bank on acceptances outstanding (sum of items 5.a and 5.b must | ////////////////// |
equal Schedule RC, item 9): | ////////////////// |
a. U.S. addressees (domicile) .................................................................... | 2103 4,868 | 5.a.
b. Non-U.S. addressees (domicile) ................................................................ | 2104 5,468 | 5.b.
6. Intangible assets: | ////////////////// |
a. Mortgage servicing rights ..................................................................... | 3164 0 | 6.a.
b. Other identifiable intangible assets: | ////////////////// |
(1) Purchased credit card relationships ....................................................... | 5506 0 | 6.b.(1)
(2) All other identifiable intangible assets .................................................. | 5507 125,396 | 6.b.(2)
c. Goodwill ...................................................................................... | 3163 351,641 | 6.c.
d. Total (sum of items 6.a through 6.c) (must equal Schedule RC, item 10) ........................ | 2143 477,037 | 6.d.
e. Amount of intangible assets (included in item 6.b.(2) above) that have been grandfathered or | ////////////////// |
are otherwise qualifying for regulatory capital purposes ...................................... | 6442 0 | 6.e.
7. Mandatory convertible debt, net of common or perpetual preferred stock dedicated to | ////////////////// |
redeem the debt .................................................................................. | 3295 0 | 7.
______________________
_____________
(1) Do not report federal funds sold and securities purchased under agreements to resell with other
commercial banks in the U.S. in this item.
</TABLE>
27
<PAGE>
<TABLE>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-18
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Schedule RC-M--Continued
___________________________
Dollar Amounts in Thousands | Bil Mil Thou |
_____________________________________________________________________________________________ _________________________
<S> <C> <C>
8. a. Other real estate owned: | /////////////////////// |
(1) Direct and indirect investments in real estate ventures ......................... | RCFD 5372 0 | 8.a.(1)
(2) All other real estate owned: | /////////////////////// |
(a) Construction and land development in domestic offices ....................... | RCON 5508 5,018 | 8.a.(2)(a)
(b) Farmland in domestic offices ................................................ | RCON 5509 267 | 8.a.(2)(b)
(c) 1-4 family residential properties in domestic offices ....................... | RCON 5510 1,031 | 8.a.(2)(c)
(d) Multifamily (5 or more) residential properties in domestic offices........... | RCON 5511 | 8.a.(2)(d)
(e) Nonfarm nonresidential properties in domestic offices ....................... | RCON 5512 11,303 | 8.a.(2)(e)
(f) In foreign offices .......................................................... | RCFN 5513 0 | 8.a.(2)(f)
(3) Total (sum of items 8.a.(1) and 8.a.(2)) (must equal Schedule RC, item 7) ....... | RCFD 2150 17,619 | 8.a.(3)
b. Investments in unconsolidated subsidiaries and associated companies: | /////////////////////// |
(1) Direct and indirect investments in real estate ventures ......................... | RCFD 5374 0 | 8.b.(1)
(2) All other investments in unconsolidated subsidiaries and associated companies ... | RCFD 5375 0 | 8.b.(2)
(3) Total (sum of items 8.b.(1) and 8.b.(2)) (must equal Schedule RC, item 8) ....... | RCFD 2130 0 | 8.b.(3)
c. Total assets of unconsolidated subsidiaries and associated companies ................ | RCFD 5376 0 | 8.c.
9. Noncumulative perpetual preferred stock and related surplus included in Schedule RC, | /////////////////////// |
item 23, "Perpetual preferred stock and related surplus" ............................... | RCFD 3778 0 | 9.
10. Mutual fund and annuity sales in domestic offices during the quarter (include | /////////////////////// |
proprietary, private label, and third party products): | /////////////////////// |
a. Money market funds .................................................................. | RCON 6441 6,647,020 | 10.a.
b. Equity securities funds ............................................................. | RCON 8427 10,052 | 10.b.
c. Debt securities funds ............................................................... | RCON 8428 3,001 | 10.c.
d. Other mutual funds .................................................................. | RCON 8429 84,811 | 10.d.
e. Annuities ........................................................................... | RCON 8430 2,196 | 10.e.
f. Sales of proprietary mutual funds and annuities (included in items 10.a through | /////////////////////// |
10.e above) ......................................................................... | RCON 8784 4,498,891 | 10.f.
___________________________
_________________________________________________________________________________________________________________________________
______________________
|Memorandum Dollar Amounts in Thousands | RCFD Bil Mil Thou | |
_________________________________________________________________________________________________ ____________________
|1. Interbank holdings of capital instruments (to be completed for the December report only): | ////////////////// | |
| a. Reciprocal holdings of banking organizations' capital instruments ........................ | 3836 N/A | M.1.a. |
| b. Nonreciprocal holdings of banking organizations' capital instruments ..................... | 3837 N/A | M.1.b. |
_________________________________________________________________________________________________________________________________
</TABLE>
28
<PAGE>
<TABLE>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-19
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Schedule RC-N--Past Due and Nonaccrual Loans, Leases,
and Other Assets
The FFIEC regards the information reported in __________
all of Memorandum item 1, in items 1 through 10, | C470 | (-
______________________________________________________ ________
column A, and in Memorandum items 2 through 4, | (Column A) | (Column B) | (Column C) |
column A, as confidential. | Past due | Past due 90 | Nonaccrual |
| 30 through 89 | days or more | |
| days and still | and still | |
| accruing | accruing | |
____________________ ____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
______________________________________________________ ____________________ ____________________ ____________________
<S> <C> <C> <C> <C>
1. Loans secured by real estate: | ////////////////// | ////////////////// | ////////////////// |
a. To U.S. addressees (domicile) ................ | 1245 73,946 | 1246 16,393 | 1247 69,835 | 1.a.
b. To non-U.S. addressees (domicile) ............ | 1248 0 | 1249 0 | 1250 0 | 1.b.
2. Loans to depository institutions and acceptances | ////////////////// | ////////////////// | ////////////////// |
of other banks: | ////////////////// | ////////////////// | ////////////////// |
a. To U.S. banks and other U.S. depository | ////////////////// | ////////////////// | ////////////////// |
institutions ................................. | 5377 0 | 5378 0 | 5379 7 | 2.a.
b. To foreign banks ............................. | 5380 7 | 5381 0 | 5382 0 | 2.b.
3. Loans to finance agricultural production and | ////////////////// | ////////////////// | ////////////////// |
other loans to farmers .......................... | 1594 784 | 1597 200 | 1583 0 | 3.
4. Commercial and industrial loans: | ////////////////// | ////////////////// | ////////////////// |
a. To U.S. addressees (domicile) ................ | 1251 121,896 | 1252 11,111 | 1253 50,566 | 4.a.
b. To non-U.S. addressees (domicile) ............ | 1254 395 | 1255 0 | 1256 0 | 4.b.
5. Loans to individuals for household, family, and | ////////////////// | ////////////////// | ////////////////// |
other personal expenditures: | ////////////////// | ////////////////// | ///////////////// |
a. Credit cards and related plans ............... | 5383 863 | 5384 166 | 5385 0 | 5.a.
b. Other (includes single payment, installment, | ////////////////// | ////////////////// | ////////////////// |
and all student loans) ....................... | 5386 36,631 | 5387 18,238 | 5388 1,105 | 5.b.
6. Loans to foreign governments and official | ////////////////// | ////////////////// | ////////////////// |
institutions .................................... | 5389 242 | 5390 0 | 5391 0 | 6.
7. All other loans ................................. | 5459 7,077 | 5460 7,878 | 5461 3,232 | 7.
8. Lease financing receivables: | ////////////////// | ////////////////// | ////////////////// |
a. Of U.S. addressees (domicile) ................ | 1257 0 | 1258 0 | 1259 0 | 8.a.
b. Of non-U.S. addressees (domicile) ............ | 1271 0 | 1272 0 | 1791 0 | 8.b.
9. Debt securities and other assets (exclude other | ////////////////// | ////////////////// | ////////////////// |
real estate owned and other repossessed assets) . | 3505 0 | 3506 18 | 3507 0 | 9.
________________________________________________________________
====================================================================================================================================
Amounts reported in items 1 through 8 above include guaranteed and unguaranteed
portions of past due and nonaccrual loans and leases. Report in item 10 below
certain guaranteed loans and leases that have already been included in the
amounts reported in items 1 through 8.
________________________________________________________________
10. Loans and leases reported in items 1 | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
____________________ ____________________ ____________________
through 8 above which are wholly or partially | ////////////////// | ////////////////// | ////////////////// |
guaranteed by the U.S. Government ............... | 5612 16,355 | 5613 14,236 | 5614 1,992 | 10.
a. Guaranteed portion of loans and leases | ////////////////// | ////////////////// | ////////////////// |
included in item 10 above .................... | 5615 16,355 | 5616 14,236 | 5617 1,992 | 10.a.
________________________________________________________________
</TABLE>
29
<PAGE>
<TABLE>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-20
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Schedule RC-N--Continued
__________
| C473 | (-
______________________________________________________ ________
| (Column A) | (Column B) | (Column C) |
| Past due | Past due 90 | Nonaccrual |
| 30 through 89 | days or more | |
| days and still | and still | |
Memoranda | accruing | accruing | |
____________________ ____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
______________________________________________________ ____________________ ____________________ ____________________
<S> <C> <C> <C> <C>
1. Restructured loans and leases included in | ////////////////// | ////////////////// | ////////////////// |
Schedule RC-N, items 1 through 8, above (and not | ////////////////// | ////////////////// | ////////////////// |
reported in Schedule RC-C, part I, Memorandum | ////////////////// | ////////////////// | ////////////////// |
item 2) ......................................... | 1658 0 | 1659 0 | 1661 0 | M.1.
2. Loans to finance commercial real estate, | ////////////////// | ////////////////// | ////////////////// |
construction, and land development activities | ////////////////// | ////////////////// | ////////////////// |
(not secured by real estate) included in | ////////////////// | ////////////////// | ////////////////// |
Schedule RC-N, items 4 and 7, above ............. | 6558 13,929 | 6559 43 | 6560 125 | M.2.
____________________ ____________________ ____________________
3. Loans secured by real estate in domestic offices | RCON Bil Mil Thou | RCON Bil Mil Thou | RCON Bil Mil Thou |
____________________ ____________________ ____________________
(included in Schedule RC-N, item 1, above): | ////////////////// | ////////////////// | ////////////////// |
a. Construction and land development ............ | 2759 11,892 | 2769 5,183 | 3492 37,579 | M.3.a.
b. Secured by farmland .......................... | 3493 8,120 | 3494 0 | 3495 0 | M.3.b.
c. Secured by 1-4 family residential properties: | ////////////////// | ////////////////// | ////////////////// |
(1) Revolving, open-end loans secured by | ////////////////// | ////////////////// | ////////////////// |
1-4 family residential properties and | ////////////////// | ////////////////// | ////////////////// |
extended under lines of credit ........... | 5398 0 | 5399 0 | 5400 0 | M.3.c.(1)
(2) All other loans secured by 1-4 family | ////////////////// | ////////////////// | ////////////////// |
residential properties ................... | 5401 14,381 | 5402 6,518 | 5403 10,112 | M.3.c.(2)
d. Secured by multifamily (5 or more) residential | ////////////////// | ////////////////// | ////////////////// |
properties ................................... | 3499 2,941 | 3500 1,550 | 3501 2,596 | M.3.d.
e. Secured by nonfarm nonresidential properties . | 3502 36,612 | 3503 3,142 | 3504 19,548 | M.3.e.
________________________________________________________________
___________________________________________
| (Column A) | (Column B) |
| Past due 30 | Past due 90 |
| through 89 days | days or more |
____________________ ____________________
| RCFD Bil Mil Thou | RCFD Bil Mil Thou |
____________________ ____________________
4. Interest rate, foreign exchange rate, and other | ////////////////// | ////////////////// |
commodity and equity contracts: | ////////////////// | ////////////////// |
a. Book value of amounts carried as assets ...... | 3522 0 | 3528 0 | M.4.a.
b. Replacement cost of contracts with a | ////////////////// | ////////////////// |
positive replacement cost .................... | 3529 0 | 3530 0 | M.4.b.
___________________________________________
</TABLE>
30
<PAGE>
<TABLE>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-21
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Schedule RC-O--Other Data for Deposit Insurance Assessments
__________
| C475 | (-
____________ ________
Dollar Amounts in Thousands | RCON Bil Mil Thou |
________________________________________________________________________________________________________________________
<S> <C> <C>
1. Unposted debits (see instructions): | ////////////////// |
a. Actual amount of all unposted debits ...................................................... | 0030 0 | 1.a.
OR | ////////////////// |
b. Separate amount of unposted debits: | ////////////////// |
(1) Actual amount of unposted debits to demand deposits ................................... | 0031 N/A | 1.b.(1)
(2) Actual amount of unposted debits to time and savings deposits(1) ...................... | 0032 N/A | 1.b.(2)
2. Unposted credits (see instructions): | ////////////////// |
a. Actual amount of all unposted credits ..................................................... | 3510 0 | 2.a.
OR | ////////////////// |
b. Separate amount of unposted credits: | ////////////////// |
(1) Actual amount of unposted credits to demand deposits .................................. | 3512 N/A | 2.b.(1)
(2) Actual amount of unposted credits to time and savings deposits(1) ..................... | 3514 N/A | 2.b.(2)
3. Uninvested trust funds (cash) held in bank's own trust department (not included in total | ////////////////// |
deposits in domestic offices) ................................................................ | 3520 2,600 | 3.
4. Deposits of consolidated subsidiaries in domestic offices and in insured branches in Puerto | ////////////////// |
Rico and U.S. territories and possessions (not included in total deposits): | ////////////////// |
a. Demand deposits of consolidated subsidiaries .............................................. | 2211 2,510 | 4.a.
b. Time and savings deposits(1) of consolidated subsidiaries ................................. | 2351 16 | 4.b.
c. Interest accrued and unpaid on deposits of consolidated subsidiaries ...................... | 5514 0 | 4.c.
5. Deposits in insured branches in Puerto Rico and U.S. territories and possessions: | ////////////////// |
a. Demand deposits in insured branches (included in Schedule RC-E, Part II) .................. | 2229 0 | 5.a.
b. Time and savings deposits(1) in insured branches (included in Schedule RC-E, Part II) ..... | 2383 0 | 5.b.
c. Interest accrued and unpaid on deposits in insured branches | ////////////////// |
(included in Schedule RC-G, item 1.b) ..................................................... | 5515 0 | 5.c.
______________________
______________________
Item 6 is not applicable to state nonmember banks that have not been authorized by the | ////////////////// |
Federal Reserve to act as pass-through correspondents. | ////////////////// |
6. Reserve balances actually passed through to the Federal Reserve by the reporting bank on | ////////////////// |
behalf of its respondent depository institutions that are also reflected as deposit liabilities| ////////////////// |
of the reporting bank: | ////////////////// |
a. Amount reflected in demand deposits (included in Schedule RC-E, Part I, | ////////////////// |
Memorandum item 4.a) ...................................................................... | 2314 80 | 6.a.
b. Amount reflected in time and savings deposits(1) (included in Schedule RC-E, Part I, | ////////////////// |
Memorandum item 4.b) ...................................................................... | 2315 0 | 6.b.
7. Unamortized premiums and discounts on time and savings deposits:(1) | ////////////////// |
a. Unamortized premiums ...................................................................... | 5516 5,466 | 7.a.
b. Unamortized discounts ..................................................................... | 5517 0 | 7.b.
______________________
_______________________________________________________________________________________________________________________________
| |
|8. To be completed by banks with "Oakar deposits." ______________________ |
| Total "Adjusted Attributable Deposits" of all institutions acquired under Section 5(d)(3) of | ////////////////// | |
| the Federal Deposit Insurance Act (from most recent FDIC Oakar Transaction Worksheet(s)) .... | 5518 N/A | 8. |
| ______________________ |
| |
|_____________________________________________________________________________________________________________________________|
______________________
9. Deposits in lifeline accounts................................................................ | 5596///////////////| 9.
10. Benefit-responsive "Depository Institution Investment Contracts" (included in total | ////////////////// |
deposits in domestic offices) ................................................................ | 8432 0 | 10.
______________________
______________
(1) For FDIC insurance assessment purposes, "time and savings deposits" consists of nontransaction accounts
and all transaction accounts other than demand deposits.
</TABLE>
31
<PAGE>
<TABLE>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-22
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Schedule RC-O--Continued
______________________
Dollar Amounts in Thousands | RCON Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
<S> <C> <C>
11. Adjustments to demand deposits in domestic offices reported in Schedule RC-E for | ////////////////// |
certain reciprocal demand balances: | ////////////////// |
a. Amount by which demand deposits would be reduced if reciprocal demand balances | ////////////////// |
between the reporting bank and savings associations were reported on a net basis | ////////////////// |
rather than a gross basis in Schedule RC-E ............................................... | 8785 0 | 11.a.
b. Amount by which demand deposits would be increased if reciprocal demand balances | ////////////////// |
between the reporting bank and U.S. branches and agencies of foreign banks were | ////////////////// |
reported on a gross basis rather than a net basis in Schedule RC-E ....................... | A181 0 | 11.b.
c. Amount by which demand deposits would be reduced if cash items in process of | ////////////////// |
collection were included in the calculation of net reciprocal demand balances between | ////////////////// |
the reporting bank and the domestic offices of U.S. banks and savings associations | ////////////////// |
in Schedule RC-E ......................................................................... | A182 60,959 | 11.c.
______________________
Memoranda (to be completed each quarter except as noted)
______________________
Dollar Amounts in Thousands | RCON Bil Mil Thou |
_______________________________________________________________________________________________________________________
1. Total deposits in domestic offices of the bank (sum of Memorandum items 1.a.(1) and | ////////////////// |
1.b.(1) must equal Schedule RC, item 13.a): | ////////////////// |
a. Deposit accounts of $100,000 or less: | ////////////////// |
(1) Amount of deposit accounts of $100,000 or less ....................................... | 2702 8,861,327 | M.1.a.(1)
(2) Number of deposit accounts of $100,000 or less (to be Number | ////////////////// |
___________________________
completed for the June report only) ....................... | RCON 3779 | N/A | ////////////////// | M.1.a.(2)
___________________________
b. Deposit accounts of more than $100,000: | ////////////////// |
(1) Amount of deposit accounts of more than $100,000 ..................................... | 2710 6,043,951 | M.1.b.(1)
Number | ////////////////// |
___________________________
(2) Number of deposit accounts of more than $100,000 .......... | RCON 2722 | 15,825 | ////////////////// | M.1.b.(2)
_________________________________________________
2. Estimated amount of uninsured deposits in domestic offices of the bank:
a. An estimate of your bank's uninsured deposits can be determined by multiplying the
number of deposit accounts of more than $100,000 reported in Memorandum item 1.b.(2)
above by $100,000 and subtracting the result from the amount of deposit accounts of
more than $100,000 reported in Memorandum item 1.b.(1) above.
Indicate in the appropriate box at the right whether your bank has a method or
procedure for determining a better estimate of uninsured deposits than the YES NO
____________________________
estimate described above ............................................................ | RCON 6861 | |///| X | M.2.a.
____________________________
______________________
b. If the box marked YES has been checked, report the estimate of uninsured deposits | RCON Bil Mil Thou |
____________________
determined by using your bank's method or procedure ....................................... | 5597 N/A | M.2.b.
______________________
_____________________________________________________________________________________________________________________________
Person to whom questions about the Reports of Condition and Income should be directed: | C477 | (-
__________
Karen Gatenby, Vice President (713) 216-5263
______________________________________________________________________________ ____________________________________________
Name and Title (TEXT 8901) Area code/phone number/extension (TEXT 8902)
</TABLE>
32
<PAGE>
<TABLE>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-23
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Schedule RC-R--Risk-Based Capital
This schedule must be completed by all banks as follows: Banks that reported total assets of $1 billion or more in Schedule RC,
item 12, for June 30, 1994, must complete items 2 through 9 and Memoranda items 1 and 2. Banks with assets of less than
$1 billion must complete items 1 and 2 below or Schedule RC-R in its entirety, depending on their response to item 1 below.
1. Test for determining the extent to which Schedule RC-R must be completed. To be
____________
completed only by banks with total assets of less than $1 billion. Indicate in the | C480 | (-
________________
appropriate box at the right whether the bank has total capital greater than or | YES NO |
____________ _______________
equal to eight percent of adjusted total assets ........................................ | RCFD 6056 | |////| | 1.
_____________________________
For purposes of this test, adjusted total assets equals total assets less cash, U.S. Treasuries, U.S. Government agency
obligations, and 80 percent of U.S. Government-sponsored agency obligations plus the allowance for loan and lease losses and
selected off-balance sheet items as reported on Schedule RC-L (see instructions).
If the box marked YES has been checked, then the bank only has to complete item 2 below. If the box marked NO has been checked,
the bank must complete the remainder of this schedule.
A NO response to item 1 does not necessarily mean that the bank's actual risk-based capital ratio is less than eight percent or
that the bank is not in compliance with the risk-based capital guidelines.
___________________________________________
| (Column A) | (Column B) |
|Subordinated Debt(1)| Other |
| and Intermediate | Limited- |
Item 2 is to be completed by all banks. | Term Preferred | Life Capital |
| Stock | Instruments |
____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
______________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
2. Subordinated debt(1) and other limited-life capital instruments (original | ////////////////// | ////////////////// |
weighted average maturity of at least five years) with a remaining | ////////////////// | ////////////////// |
maturity of: | ////////////////// | ////////////////// |
a. One year or less ...................................................... | 3780 0 | 3786 0 | 2.a.
b. Over one year through two years ....................................... | 3781 0 | 3787 0 | 2.b.
c. Over two years through three years .................................... | 3782 0 | 3788 0 | 2.c.
d. Over three years through four years ................................... | 3783 7,000 | 3789 0 | 2.d.
e. Over four years through five years .................................... | 3784 7,000 | 3790 0 | 2.e.
f. Over five years ....................................................... | 3785 331,000 | 3791 0 | 2.f.
___________________________________________
3. Not applicable
___________________________________________
| (Column A) | (Column B) |
Items 4-9 and Memoranda items 1 and 2 are to be completed | Assets | Credit Equiv- |
by banks that answered NO to item 1 above and | Recorded | alent Amount |
by banks with total assets of $1 billion or more. | on the | of Off-Balance |
| Balance Sheet | Sheet Items(2) |
____________________ ____________________
4. Assets and credit equivalent amounts of off-balance sheet items | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
____________________ ____________________
assigned to the Zero percent risk category: | ////////////////// | ////////////////// |
a. Assets recorded on the balance sheet: | ////////////////// | ////////////////// |
(1) Securities issued by, other claims on, and claims unconditionally | ////////////////// | ////////////////// |
guaranteed by, the U.S. Government and its agencies and | ////////////////// | ////////////////// |
other OECD central governments .................................... | 3794 2,085,072 | ////////////////// | 4.a.(1)
(2) All other ......................................................... | 3795 477,179 | ////////////////// | 4.a.(2)
b. Credit equivalent amount of off-balance sheet items ................... | ////////////////// | 3796 20,120 | 4.b.
___________________________________________
______________
(1) Exclude mandatory convertible debt reported in Schedule RC-M, item 7.
(2) Do not report in column B the risk-weighted amount of assets reported in column A.
</TABLE>
33
<PAGE>
<TABLE>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-24
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Schedule RC-R--Continued
___________________________________________
| (Column A) | (Column B) |
| Assets | Credit Equiv- |
| Recorded | alent Amount |
| on the | of Off-Balance |
| Balance Sheet | Sheet Items(1) |
____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
________________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
5. Assets and credit equivalent amounts of off-balance sheet items | ////////////////// | ////////////////// |
assigned to the 20 percent risk category: | ////////////////// | ////////////////// |
a. Assets recorded on the balance sheet: | ////////////////// | ////////////////// |
(1) Claims conditionally guaranteed by the U.S. Government and | ////////////////// | ////////////////// |
its agencies and other OECD central governments ..................... | 3798 370,259 | ////////////////// | 5.a.(1)
(2) Claims collateralized by securities issued by the U.S. Government | ////////////////// | ////////////////// |
and its agencies and other OECD central governments; by | ////////////////// | ////////////////// |
securities issued by U.S. Government-sponsored agencies; and | ////////////////// | ////////////////// |
by cash on deposit .................................................. | 3799 16,893 | ////////////////// | 5.a.(2)
(3) All other ........................................................... | 3800 5,106,793 | ////////////////// | 5.a.(3)
b. Credit equivalent amount of off-balance sheet items ..................... | ////////////////// | 3801 289,592 | 5.b.
6. Assets and credit equivalent amounts of off-balance sheet items | ////////////////// | ////////////////// |
assigned to the 50 percent risk category: | ////////////////// | ////////////////// |
a. Assets recorded on the balance sheet .................................... | 3802 613,443 | ////////////////// | 6.a.
b. Credit equivalent amount of off-balance sheet items ..................... | ////////////////// | 3803 33,376 | 6.b.
7. Assets and credit equivalent amounts of off-balance sheet items | ////////////////// | ////////////////// |
assigned to the 100 percent risk category: | ////////////////// | ////////////////// |
a. Assets recorded on the balance sheet .................................... | 3804 11,109,403 | ////////////////// | 7.a.
b. Credit equivalent amount of off-balance sheet items ..................... | ////////////////// | 3805 3,363,429 | 7.b.
8. On-balance sheet asset values excluded from the calculation of the | ////////////////// | ////////////////// |
risk-based capital ratio(2) ................................................ | 3806 163,455 | ////////////////// | 8.
9. Total assets recorded on the balance sheet (sum of | ////////////////// | ////////////////// |
items 4.a, 5.a, 6.a, 7.a, and 8, column A)(must equal Schedule RC, | ////////////////// | ////////////////// |
item 12 plus items 4.b and 4.c) ............................................ | 3807 19,942,497 | ////////////////// | 9.
___________________________________________
Memoranda ______________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou |
_____________________________________________________________________________________________________ ____________________
1. Current credit exposure across all off-balance sheet derivative contracts covered by the | ////////////////// |
risk-based capital standards .................................................................... | 8764 147,155 | M.1.
______________________
____________________________________________________________________________
| With a remaining maturity of |
|__________________________________________________________________________
| (Column A) | (Column B) | (Column C) |
| One year or less | Over one year | Over five years |
| | through five years | |
2. Notional principal amounts of ________________________ ________________________ ________________________
off-balance sheet derivative contracts(3): | RCFD Tril Bil Mil Thou | RCFD Tril Bil Mil Thou | RCFD Tril Bil Mil Thou |
________________________ ________________________ ________________________|
a. Interest rate contracts ............... | 3809 3,300,121 | 8766 4,245,733 | 8767 785,850 | M.2.a.
b. Foreign exchange contracts ............ | 3812 205,911 | 8769 23 | 8770 0 | M.2.b.
c. Gold contracts ........................ | 8771 0 | 8772 0 | 8773 0 | M.2.c.
d. Other precious metals contracts ....... | 8774 0 | 8775 0 | 8776 0 | M.2.d.
e. Other commodity contracts ............. | 8777 2,445 | 8778 16,893 | 8779 0 | M.2.e.
f. Equity derivative contracts ........... | A000 0 | A001 0 | A002 0 | M.2.f.
____________________________________________________________________________
______________
(1) Do not report in column B the risk-weighted amount of assets reported in column A.
(2) Include the difference between the fair value and the amortized cost of available-for-sale securities in item 8 and report
the amortized cost of these securities in items 4 through 7 above. Item 8 also includes on-balance sheet asset values (or
portions thereof) of off-balance sheet interest rate, foreign exchange rate, and commodity contracts and those contracts (e.g.,
futures contracts) not subject to risk-based capital. Exclude from item 8 margin accounts and accrued receivables as well as
any portion of the allowance for loan and lease losses in excess of the amount that may be included in Tier 2 capital.
(3) Exclude foreign exchange contracts with an original maturity of 14 days or less and all futures contracts.
</TABLE>
34
<PAGE>
<TABLE>
<S> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-25
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
Optional Narrative Statement Concerning the Amounts
Reported in the Reports of Condition and Income
at close of business on September 30, 1995
Texas Commerce Bank National Association Houston Texas
_______________________________________________________________ __________________________________, ___________________________
Legal Title of Bank City State
The management of the reporting bank may, if it wishes, both on agency computerized records and in computer-file
submit a brief narrative statement on the amounts reported in releases to the public.
the Reports of Condition and Income. This optional statement
will be made available to the public, along with the publicly All information furnished by the bank in the narrative
available data in the Reports of Condition and Income, in statement must be accurate and not misleading. Appropriate
response to any request for individual bank report data. efforts shall be taken by the submitting bank to ensure the
However, the information reported in column A and in all of statement's accuracy. The statement must be signed, in the
Memorandum item 1 of Schedule RC-N is regarded as space provided below, by a senior officer of the bank who
confidential and will not be released to the public. BANKS thereby attests to its accuracy.
CHOOSING TO SUBMIT THE NARRATIVE STATEMENT
SHOULD ENSURE THAT THE STATEMENT DOES NOT If, subsequent to the original submission, material changes are
CONTAIN THE NAMES OR OTHER IDENTIFICATIONS OF submitted for the data reported in the Reports of Condition
INDIVIDUAL BANK CUSTOMERS, REFERENCES TO THE and Income, the existing narrative statement will be deleted
AMOUNTS REPORTED IN THE CONFIDENTIAL ITEMS IN from the files, and from disclosure; the bank, at its option,
SCHEDULE RC-N, OR ANY OTHER INFORMATION THAT may replace it with a statement, under signature, appropriate
THEY ARE NOT WILLING TO HAVE MADE PUBLIC OR THAT to the amended data.
WOULD COMPROMISE THE PRIVACY OF THEIR CUSTOM-
ERS. Banks choosing not to make a statement may check the The optional narrative statement will appear in agency records
"No comment" box below and should make no entries of any and in release to the public exactly as submitted (or amended
kind in the space provided for the narrative statement; i.e., as described in the preceding paragraph) by the management
DO NOT enter in this space such phrases as "No statement," of the bank (except for the truncation of statements
"Not applicable," "N/A," "No comment," and "None." exceeding the 750-character limit described above). THE
STATEMENT WILL NOT BE EDITED OR SCREENED IN ANY
The optional statement must be entered on this sheet. The WAY BY THE SUPERVISORY AGENCIES FOR ACCURACY OR
statement should not exceed 100 words. Further, regardless RELEVANCE. DISCLOSURE OF THE STATEMENT SHALL NOT
of the number of words, the statement must not exceed 750 SIGNIFY THAT ANY FEDERAL SUPERVISORY AGENCY HAS
characters, including punctuation, indentation, and standard VERIFIED OR CONFIRMED THE ACCURACY OF THE
spacing between words and sentences. If any submission INFORMATION CONTAINED THEREIN. A STATEMENT TO
should exceed 750 characters, as defined, it will be truncated THIS EFFECT WILL APPEAR ON ANY PUBLIC RELEASE OF
at 750 characters with no notice to the submitting bank and THE OPTIONAL STATEMENT SUBMITTED BY THE
the truncated statement will appear as the bank's statement MANAGEMENT OF THE REPORTING BANK.
__________________________________________________________________________________________________________________________________
No comment | | (RCON 6979) | C471 | C472 |(-
___ ___________________
BANK MANAGEMENT STATEMENT (please type or print clearly):
(TEXT 6980)
/s/ Kenneth L. Tilton 1/3/95
Signature of Executive Officer of Bank Date of Signature
</TABLE>
35
<PAGE>
<TABLE>
<S> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/95 ST-BK: 48-3926
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
___________
THIS PAGE IS TO BE COMPLETED BY ALL BANKS
- ----------------------------------------------------------------------------------------------------------------------------------
CALL NO. 193 31 09-30-95 | OMB No. For OCC: 1557-0081
| OMB No. For FDIC: 3064-0052
STBK: 48-3926 00373 STCERT: 48-03263 | OMB No. For Federal Reserve: 7100-0036
| Expiration Date: 3/31/96
TEXAS COMMERCE BANK NATIONAL ASSOCIA |
712 MAIN STREET | SPECIAL REPORT
HOUSTON, TX 77001 | (Dollar Amounts in Thousands)
__________________________________________________________________
| CLOSE OF BUSINESS | FDIC Certificate Number | |
| DATE | | C-700 | (-
| 9/30/95 | |0|3|2|6|3| | |
__________________________________________________________________________________________________________________________________
LOANS TO EXECUTIVE OFFICERS (Complete as of each Call Report Date)
- ----------------------------------------------------------------------------------------------------------------------------------
The following information is required by Public Laws 90-44 and 102-242, but does not constitute a part of the Report of Condition.
With each Report of Condition, these Laws require all banks to furnish a report of all loans or other extensions of credit to
their executive officers made since the date of the previous Report of Condition. Data regarding individual loans or other
extensions of credit are not required. If no such loans or other extensions of credit were made during the period, insert "none"
against subitem (a). (Exclude the first $15,000 of indebtedness of each executive officer under bank credit card plan.) See
Sections 215.2 and 215.3 of Title 12 of the Code of Federal Regulations (Federal Reserve Board Regulation O) for the definitions
of "executive officer" and "extension of credit," respectively. Exclude loans and other extensions of credit to directors and
principal shareholders who are not executive officers.
- ----------------------------------------------------------------------------------------------------------------------------------
_____________________________
a. Number of loans made to executive officers since the previous Call Report date .............. | RCFD 3561 | 1 a.
____________________________
b. Total dollar amount of above loans (in thousands of dollars) ................................ | RCFD 3562 | 100 b.
_____________________________
c. Range of interest charged on above loans _______________________________________________________
(example: 9 3/4% = 9.75) .......................................... | RCFD 7701 | 9.75 | % to | RCFD 7702 | 9.75 | % c.
_______________________________________________________
__________________________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________________________
SIGNATURE AND TITLE OF OFFICER AUTHORIZED TO SIGN REPORT | DATE (Month, Day, Year)
|
|
/s/ Kenneth L. Tilton EVP & Controller | 10/30/95
__________________________________________________________________________________________________________________________________
NAME AND TITLE OF PERSON TO WHOM INQUIRIES MAY BE DIRECTED (TEXT 8903) | AREA CODE/PHONE NUMBER/EXTENSION
| (TEXT 8904)
Karen Gatenby, Vice President | (713) 216-5263
|
__________________________________________________________________________________________________________________________________
FDIC 8040/53 (6-95)
</TABLE>
36
