Rule 424(b)(3)
Registration Statement
No. 33-49965
PROSPECTUS SUPPLEMENT DATED SEPTEMBER 28, 1994
TO PROSPECTUS DATED AUGUST 4, 1994
Terms and Provisions of 6-3/4% Notes due June 15, 2000
The Corporation acquired Margaretten Financial Corporation
("Margaretten") on July 1, 1994. Pursuant to a Supplemental Indenture dated as
of July 22, 1994, among Margaretten, the Company and The Bank of New York, as
trustee, to the Indenture dated as of May 15, 1993 between Margaretten and The
Bank of New York, as trustee, (such Indenture, as so supplemented, the
"Margaretten Indenture"), the Company guaranteed payment of the principal of
and interest on the 6-3/4% Notes due June 15, 2000 (the "6-3/4% Notes") issued
by Margaretten. Such guarantees are direct, unsecured obligations of the
Company and constitute Senior Indebtedness issued on a parity with the other
Senior Indebtedness of the Company.
The 6-3/4% Notes are limited to $150,000,000 aggregate principal
amount and will mature on June 15, 2000. The 6-3/4% Notes are not redeemable
prior to maturity and no sinking fund is provided for the 6-3/4% Notes. The 6-
3/4% Notes bear interest from June 10, 1993, payable semi-annually in arrears
on June 15 and December 15 to the persons in whose names such notes are
registered at the close of business on the May 31 or November 30, as the case
may be, next preceding such interest payment date. An event of default with
respect to the 6-3/4% Notes is any one of the following events: default for 30
days in payment of any installment of interest on the 6-3/4% Notes; default by
Margaretten in the performance, or breach, of any of its covenants or
warranties in the Margaretten Indenture which shall not have been remedied for
a period of 90 days after written notice to Margaretten by the trustee under
the Margaretten Indenture or to Margaretten and such trustee by the holders of
not less than 25% in principal amount of the 6-3/4% Notes then outstanding; and
certain events of bankruptcy, insolvency, or reorganization of Margaretten.
The Margartten Indenture and the guarantee are included as exhibits to the
Company's Current Report on Form 8-K dated September 28, 1994, to which
reference is hereby made.
