As filed with the Securities and Exchange Commission on September 30, 1998
Registration Statement No. -
Post-Effective Amendment No. 1 to Registration Statement No. 33-53234
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BELL ATLANTIC -- WASHINGTON, D.C., INC.
(Exact Name of Registrant as Specified in Its Charter)
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<TABLE>
<CAPTION>
<S> <C>
New York 53-0046277
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1710 H Street, N.W. Neil D. Olson
Washington, D.C. 20006 Treasurer
(202) 392-9900 Bell Atlantic -- Washington, D.C., Inc.
(Address, including zip code, 1095 Avenue of the Americas
and telephone number, including (212) 395-1344
area code, of Registrant's principal New York, New York 10036
executive offices) (Name, address, including zip code,
and telephone number,
including area code, of agent for service)
</TABLE>
<TABLE>
<CAPTION>
Copies to:
<S> <C>
P. Alan Bulliner Raymond W. Wagner
Associate General Counsel and Corporate Secretary Simpson Thacher & Bartlett
Bell Atlantic Corporation 425 Lexington Avenue
1095 Avenue of the Americas New York, New York 10017
New York, New York 10036
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</TABLE>
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement, as determined
by market conditions.
If the only securities being registered on this Form are being 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 462(b) 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. [ ]
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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. [ ]
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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
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<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to be Offering Price Aggregate Offering Registration
Securities to be Registered Registered(1)(3) Per Unit(2) Price(2) Fee(3)
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<S> <C> <C> <C> <C>
Debt Securities ............. $40,000,000 100% $40,000,000 $11,800
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</TABLE>
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(1) Or, if the securities registered hereby are issued (i) with an initial
offering price denominated in a foreign currency or currency unit, such
amount as shall result in aggregate gross proceeds not in excess of
$40,000,000 to the Registrant at the time of initial offering, or (ii) at
an original issue discount, such greater amount as shall result in
aggregate gross proceeds not in excess of $40,000,000 to the Registrant.
(2) Estimated solely for calculating the registration fee.
(3) An aggregate amount of $60,000,000 of Debt Securities previously registered
pursuant to Registration Statement No. 33-53234 is being included in the
Prospectus filed with this Registration Statement. The Registrant
previously paid a filing fee with respect to such Debt Securities in the
amount of $18,750.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the form
of Prospectus included in this Registration Statement is a combined Prospectus
which also relates to an aggregate remaining amount of $60,000,000 of Debt
Securities previously registered under Registration Statement on Form S-3 (No.
33-53234). This Registration Statement is a new Registration Statement,
constitutes Post-Effective Amendment No. 1 to Registration Statement No.
33-53234, and such Post-Effective Amendment shall hereafter become effective
concurrently with the effectiveness of this Registration Statement and in
accordance with Section 8(c) of the Securities Act of 1933, as amended.
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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.
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<PAGE>
SUBJECT TO COMPLETION, DATED , 1998
P R O S P E C T U S
$100,000,000
Bell Atlantic--Washington, D.C., Inc.
Debt Securities
Bell Atlantic--Washington, D.C., Inc. ("Company") may offer from time to
time in one or more series not more than $100,000,000 (or its equivalent in
foreign denominated currencies or foreign currency units or other composite
currencies) aggregate principal amount of its debt securities ("Securities"),
on terms to be determined at the time the Securities are offered for sale. The
Securities may be offered for sale directly to purchasers and may also be
offered through underwriters, dealers or agents.
The terms of the Securities, including, where applicable, the specific
designation, aggregate principal amount, currency or currencies in which the
principal, interest, if any, and premium, if any, are payable, authorized
denominations, maturity, rate (or manner of calculation thereof) and time of
payment of interest, if any, whether the Securities are issuable in registered
form or bearer form or both, any redemption terms, the initial public offering
price, the net proceeds to the Company from the sale of the Securities, the
names of any underwriters or agents, any compensation to such underwriters or
agents and any other specific terms in connection with the offering and sale of
the Securities in respect of which this Prospectus is being delivered are set
forth in the accompanying Prospectus Supplement ("Prospectus Supplement").
The Securities may be issued in registered or bearer form. In addition,
all or a portion of the Securities of a series may be issued in global form.
Subject to certain exceptions, Securities in bearer form will not be offered,
sold or delivered to persons within the United States or to United States
persons. See "Limitations on Issuance of Bearer Securities."
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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. , 1998
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus 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 state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
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<PAGE>
No person has been authorized to give any information or to make any
representations not contained or incorporated by reference in this Prospectus
or any Prospectus Supplement in connection with the offer made by this
Prospectus or any Prospectus Supplement and, if given or made, such information
or representations must not be relied upon as having been authorized by the
Company or by any underwriter, dealer or agent. This Prospectus and any
Prospectus Supplement do not constitute an offer to sell or a solicitation of
an offer to buy any of the Securities offered hereby in any jurisdiction to any
person to whom it is unlawful to make such offer or solicitation in such
jurisdiction. This Prospectus and any Prospectus Supplement do not constitute
an offer to sell or a solicitation of an offer to buy any Securities other than
those to which they relate. The delivery of this Prospectus and any Prospectus
Supplement at any time does not imply that the information herein or therein is
correct as of any time subsequent to its date.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act") and in accordance therewith
files reports and other information with the Securities and Exchange Commission
("SEC"). Such reports and other information filed by the Company can be
inspected and copied at the public reference facilities of the SEC, Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549, as well as at
the following SEC Regional Offices: Seven World Trade Center, New York, NY
10048; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Such material can also be inspected at the New York Stock
Exchange, on which certain of the Company's debt securities are listed. Copies
can be obtained from the SEC by mail at prescribed rates. Requests should be
directed to the SEC's Public Reference Section, Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, DC 20549. The SEC also maintains a Web site
(http://www.sec.gov) that contains reports and other information regarding
the Company.
The Company has filed with the SEC Registration Statements on Form S-3
(together with all amendments and exhibits thereto, "Registration Statements")
under the Securities Act of 1933, as amended ("Securities Act") covering the
Securities offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statements, certain parts of which
are omitted in accordance with the rules and regulations of the SEC. For
further information, reference is made to the Registration Statements.
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INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the SEC (File
No. 1-7368) and are hereby incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1997.
(2) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998.
All documents filed pursuant to Section 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 this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained 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 other subsequently filed document which
also is or is deemed to be incorporated by reference herein 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 the above documents (excluding exhibits to such documents,
unless such exhibits are specifically incorporated by reference therein) may be
obtained upon written or oral request without charge by each person, including
any beneficial owner of any Security, to whom this Prospectus is delivered,
from the Director--External Reporting, Bell Atlantic Corporation, 31st Floor,
1717 Arch Street, Philadelphia, PA 19103 (telephone number 215-963-6360).
2
<PAGE>
THE COMPANY
The Company, incorporated in 1883 under the laws of the State of New York,
has its principal executive offices at 1710 H Street, N.W., Washington, DC
20006 (telephone number 202 392-9900).
The Company is engaged in the business of providing telecommunications
services in Washington, DC. Since January 1, 1984, the Company has been a
wholly owned subsidiary of Bell Atlantic Corporation ("Bell Atlantic"), one of
the regional holding companies formed by American Telephone and Telegraph
Company ("AT&T") in connection with the court-ordered divestiture by AT&T of
certain portions of its 22 wholly-owned operating telephone companies.
On August 14, 1997, Bell Atlantic and NYNEX Corporation ("NYNEX"), another
of the regional holding companies, consummated a merger whereby NYNEX became a
subsidiary of Bell Atlantic and NYNEX shareowners received 0.768 of a share of
Bell Atlantic common stock for each share of NYNEX common stock owned.
On July 28, 1998, Bell Atlantic and GTE Corporation announced a planned
merger of equals between the two companies. As a result of this announcement,
the long-term debt ratings of certain of Bell Atlantic's telephone
subsidiaries, including the Company, have been placed on "review for possible
downgrade" by Moody's Investors Services and on "CreditWatch with negative
implications" by Standard & Poor's Ratings Group. Duff & Phelps Credit Rating
Co. has reaffirmed its long-term debt ratings of certain of Bell Atlantic's
telephone subsidiaries, including the Company.
USE OF PROCEEDS
The Company intends to use the proceeds from the sale of the Securities to
repay short-term and/or long-term debt, to refinance outstanding long-term debt
and/or for general corporate purposes. If market conditions are such that the
Company determines it is in its best interests to refinance long-term debt, the
Company would consider redeeming, repurchasing or refinancing, in whole or in
part, one or more outstanding issues identified in the Prospectus Supplement
relating to the particular series of Securities being offered hereby.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges of
the Company for the periods indicated. The ratios of earnings to fixed charges
for the years ended December 31, 1993-97 have been derived from audited
financial statements and the ratio for the six months ended June 30, 1998 has
been derived from unaudited financial statements.
<TABLE>
<CAPTION>
Years Ended December 31,
Six Months Ended ---------------------------------------------------------
June 30, 1998 1997 1996 1995 1994 1993
- ----------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
9.68 4.23 4.43 2.99 3.97 3.27
</TABLE>
For the purpose of this ratio: (i) earnings have been calculated by adding
interest expense and the estimated interest portion of rentals to income before
the provision for income taxes, extraordinary items and cumulative effect of
changes in accounting principles; and (ii) fixed charges are comprised of
interest expense, the estimated interest portion of rentals and interest
capitalized on construction.
DESCRIPTION OF SECURITIES
The following description sets forth certain general terms and provisions
of the Securities to which any Prospectus Supplement may relate. The particular
terms and provisions of the series of Securities offered by a Prospectus
Supplement, and the extent to which such general terms and provisions described
below may apply thereto, will be described in the Prospectus Supplement
relating to such series of Securities.
The Securities are to be issued under an Indenture ("Indenture"), dated as
of February 1, 1993, between the Company and Crestar Bank, Trustee ("Trustee").
The following summaries of certain provisions of the Securities and the
Indenture do not purport to be complete and are subject to, and are qualified
in their entirety by reference to, all provisions of the Indenture, including
the definition therein of certain terms. Particular sections of the Indenture
which are relevant to the discussion are cited parenthetically. Wherever
particular sections or defined terms of the Indenture are referred to, it is
intended that such sections or defined terms shall be incorporated herein by
reference.
3
<PAGE>
General
The Indenture does not limit the amount of Securities which can be issued
thereunder and additional debt securities may be issued thereunder up to the
aggregate principal amount which may be authorized from time to time by, or
pursuant to a resolution of, the Company's Board of Directors or by a
supplemental indenture (Sections 2.01, 2.02 and 2.03). Reference is made to the
Prospectus Supplement for the following terms of the particular series of
Securities being offered hereby: (i) the title of the Securities of the series;
(ii) any limit upon the aggregate principal amount of the Securities of the
series; (iii) the date or dates on which the principal of the Securities of the
series will be payable; (iv) the rate or rates (or manner of calculation
thereof), if any, at which the Securities of the series will bear interest, the
date or dates from which any such interest will accrue and on which such
interest will be payable, and, with respect to Securities of the series in
registered form, the record date for the interest payable on any interest
payment date; (v) the place or places where the principal of and interest, if
any, on the Securities of the series will be payable; (vi) any redemption or
sinking fund provisions; (vii) if other than the principal amount thereof, the
portion of the principal amount of Securities of the series which will be
payable upon declaration of acceleration of the maturity thereof, (viii)
whether the Securities of the series will be issuable in registered or bearer
form or both, any restrictions applicable to the offer, sale or delivery of
Securities in bearer form ("bearer Securities") and whether and the terms upon
which bearer Securities will be exchangeable for Securities in registered form
("registered Securities") and vice versa; (ix) whether and under what
circumstances the Company will pay additional amounts on the Securities of the
series held by a person who is not a United States person (as defined below) in
respect of taxes or similar charges withheld or deducted and, if so, whether
the Company will have the option to redeem such Securities rather than pay such
additional amounts; (x) the currency or currencies, which may be a composite
currency, of payment of principal of and premium, if any, and interest on the
Securities, if other than U.S. dollars; (xi) the extent to which any Securities
will be issuable in temporary or permanent global form, and the manner in which
any payments on a temporary or permanent global Security will be made; and
(xii) any additional provisions or other special terms not inconsistent with
the provisions of the Indenture, as supplemented from time to time including
any terms which may be required by or advisable under United States laws or
regulations or advisable in connection with the marketing of Securities of such
series. To the extent not described herein, principal and interest, if any,
will be payable, and the Securities of a particular series will be
transferable, in the manner described in the Prospectus Supplement relating to
such series. "Principal" when used herein includes, when appropriate, the
premium, if any, on the Securities.
Each series of Securities will constitute unsecured and unsubordinated
indebtedness of the Company and will rank on a parity with the Company's other
unsecured and unsubordinated indebtedness.
Under the terms of the Indenture, Securities of any series may be issued
as registered Securities or bearer Securities or both as specified in the terms
of the series (Section 2.01). Unless otherwise indicated in the Prospectus
Supplement, Securities will be issued in denominations of $1,000 and integral
multiples thereof and bearer Securities will not be offered, sold, resold or
delivered to United States persons in connection with their original issuance.
See "Limitations on Issuance of Bearer Securities."
In connection with the sale during the "restricted period" as defined in
Section 1.163-5(c)(2)(i)(D)(7) of the United States Treasury Regulations
(generally, the first 40 days after the closing date and, with respect to
unsold allotments, until sold), no bearer Security shall be mailed or otherwise
delivered to any location in the United States (as defined under "Limitations
on Issuance of Bearer Securities"). A bearer Security in definitive form
(including an interest in a permanent global Security) may be delivered only if
the person entitled to receive such bearer Security furnishes written
certification (an "Owner Tax Certification") to the effect that such bearer
Security is not owned by or on behalf of a United States person (as defined
under "Limitations on Issuance of Bearer Securities"), or, if a beneficial
interest in such bearer Security is owned by or on behalf of a United States
person, that such United States person (i) acquired and holds the bearer
Security through a foreign branch of a United States financial institution,
(ii) is a foreign branch of a United States financial institution purchasing
for its own account or resale (and, in either case (i) or (ii), such financial
institution agrees to comply with the requirements of Section 165(j)(3)(A), (B)
or (C) of the Internal Revenue Code of 1986, as amended ("Code"), and the
regulations thereunder) or (iii) is a financial institution purchasing for
resale during the restricted period which certifies that it has not acquired
such bearer Security for purposes of resale to a United States person or a
person within in the United States. See "Limitations on Issuance of Bearer
Securities".
4
<PAGE>
Bearer Securities and the coupons related thereto will be transferable by
delivery (Section 2.08(e)).
If appropriate, federal income tax consequences applicable to a series of
Securities will be described in the Prospectus Supplement relating thereto.
Exchange of Securities
Registered Securities may be exchanged for an equal aggregate principal
amount of registered Securities of the same series and date of maturity in such
authorized denominations as may be requested upon surrender of the registered
Securities at an agency of the Company maintained for such purpose and upon
fulfillment of all other requirements of such agent (Section 2.08(a)).
To the extent permitted by the terms of a series of Securities authorized
to be issued in registered form and bearer form, bearer Securities may be
exchanged for an equal aggregate principal amount of registered or bearer
Securities of the same series and date of maturity in such authorized
denominations as may be requested upon surrender of the bearer Securities with
all unpaid coupons relating thereto at an agency of the Company maintained for
such purpose and upon fulfillment of all other requirements of such agent
(Section 2.08(b)).
Payment and Paying Agents
Interest, if any, on registered Securities shall be paid on each interest
payment date for such Securities to the holder thereof at the close of business
on the relevant record dates specified in the Securities of such series.
Interest may be payable by check mailed to such holder's address as it appears
on the register for such Securities. Principal of registered Securities shall
be payable only against presentation and surrender thereof at the office of the
paying agent (as defined below), unless the Company shall have otherwise
instructed the Trustee in writing (Section 2.05(b)).
To the extent provided in the Securities of a series, payment of (i)
interest, if any, on bearer Securities will be paid only against presentation
and surrender of the coupons for such interest installments as are evidenced
thereby as they mature and (ii) original issue discount (as defined in the
Code), if any, on bearer Securities will be paid only against presentation and
surrender of such Securities (and in either case, at the office of the paying
agent located outside of the United States, unless the Company shall have
otherwise instructed the Trustee in writing); provided, that no interest will
be payable on any bearer Security (including a Global Security issued in
temporary bearer form) until the Owner Tax Certification described under
"--General" is delivered to Euroclear or Cedel Bank and Euroclear or Cedel Bank
delivers a certification in the form required by the Indenture (a "Depositary
Tax Certification") to the Company or its agent. No payment with respect to any
bearer Security will be made at any office or agency in the United States or by
check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States. If at the time that
payment of principal of, interest, if any, or original issue discount, if any,
on a bearer Security or coupon shall become due, the payment of the full amount
so payable at the office or offices of all paying agents outside the United
States is illegal or effectively precluded because of the imposition of
exchange controls or other similar restrictions on the payment of such amount
in United States currency, then the Company may instruct the Trustee to make
such payments at the office of the paying agent located in the United States;
provided, that provision for such payment in the United States would not cause
such bearer Security to be treated as a "registration-required obligation"
under United States law and regulations (Section 2.05(c)).
The Company shall maintain in the United States an office or agency where
Securities which are issued solely as registered Securities may be presented
for payment ("paying agent"). With respect to any series of Securities issued
in whole or in part as bearer Securities, the Company shall maintain one or
more paying agents located outside the United States and shall maintain such
paying agents for a period of two years after the principal of such bearer
Securities has become due and payable. During any period thereafter for which
it is necessary in order to conform to United States tax laws or regulations,
the Company will maintain a paying agent outside the United States to which the
bearer Securities or coupons appertaining thereto may be presented for payment.
The Company may appoint one or more additional paying agents and may terminate
the appointment of any paying agent at any time upon written notice. If the
Company fails to maintain a paying agent, the Trustee shall act as such
(Section 2.04).
5
<PAGE>
Global Securities
The Securities of a series may be issued in whole or in part in the form
of one or more global Securities that will be deposited with or on behalf of a
depositary identified in the Prospectus Supplement relating to such series.
Global Securities may be issued in either registered or bearer form and in
either temporary or permanent form.
The specific terms of the depositary arrangement with respect to any
Securities of a series will be described in the Prospectus Supplement relating
to such series. The Company anticipates that the following provisions will
apply to all depositary arrangements.
Unless otherwise specified in an applicable Prospectus Supplement,
Securities which are to be represented by a global Security in registered form
to be deposited with or on behalf of a depositary will be registered in the
name of such depositary or its nominee. Upon the issuance of a global Security
in registered form, the depositary for such global Security will credit the
respective principal amounts of the Securities represented by such global
Security to the accounts of institutions that have accounts with such
depositary or its nominee ("participants"). The accounts to be credited shall
be designated by the underwriters or agents of such Securities or by the
Company, if such Securities are offered and sold directly by the Company.
Ownership of beneficial interests in such global Securities will be limited to
participants or persons that may hold interests through participants. Ownership
of beneficial interests by participants in such global Securities will be shown
on, and the transfer of that ownership interest will be effected only through,
records maintained by the depositary or its nominee for such global Security.
Ownership of beneficial interests in global Securities by persons that hold
through participants will be shown on, and the transfer of that ownership
interest within such participant will be effected only through, records
maintained by such participant. The laws of some jurisdictions 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 for a global Security in registered form, or its
nominee, is the registered owner of such global Security, such depositary or
such nominee, as the case may be, will be considered the sole owner or holder
of the Securities represented by such global Security for all purposes under
the Indenture. Except as set forth below, owners of beneficial interests in
such global Securities will not be entitled to have Securities of the series
represented by such global Security registered in their names, will not receive
or be entitled to receive physical delivery of Securities of such series in
definitive form and will not be considered the owners or holders thereof under
the Indenture.
Payment of principal of, premium, if any, and any interest on Securities
registered in the name of or held by a depositary or its nominee will be made
to the depositary or its nominee, as the case may be, as the registered owner
or the holder of the global Security. Neither the Company, the Trustee, any
paying agent nor the registrar for such Securities shall owe any duty or
obligation to any beneficial owner of any Security or have any responsibility
or liability for any aspect of the records or notices relating to or payments
made on account of beneficial ownership interests in a global Security or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.
The Company expects that the depositary for a permanent global Security in
registered form, upon receipt of any payment of principal, premium or interest
in respect of a permanent global Security, will credit immediately
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 such depositary. 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",
and will be the responsibility of such participants.
A global Security in registered form may not be transferred except as a
whole by the depositary for such global Security to a nominee of such
depositary or by a nominee of such depositary to such depositary or another
nominee of such depositary or by such depositary of any such nominee to a
successor of such depositary or a nominee of such successor. If a depositary
for a permanent global Security in registered form is at any time unwilling or
unable to continue as depositary and a successor depositary is not appointed by
the Company within 90 days, the Company will issue Securities in definitive
registered form in exchange for the global Security or Securities representing
such
6
<PAGE>
Securities. In addition, the Company may at any time and in its sole discretion
determine not to have any Securities in registered form represented by one or
more global Securities and, in such event, will issue Securities in definitive
form in exchange for all of the global Securities representing such Securities.
Further, if the Company so specifies with respect to the Securities of a
series, an owner of a beneficial interest in a global Security representing
Securities of such series may, on terms acceptable to the Company and the
depositary for such global Security, receive Securities of such series in
definitive form. In any such instance, an owner of a beneficial interest in a
global Security will be entitled to physical delivery in definitive form of
Securities of the series represented by such global Security equal in principal
amount to such beneficial interest and to have such Securities registered in
its name (if the Securities of such series are issuable as registered
Securities). Securities of such series so issued in definitive form will be
issued as either registered or bearer Securities if the Securities of such
series are issuable in either form. See, however, "Limitation on Issuance of
Bearer Securities" below for a description of certain restrictions on the
issuance of a bearer Security in definitive form in exchange for an interest in
a global Security.
Lien on Assets
The Company covenants in the Indenture that, if at any time the Company
mortgages, pledges or otherwise subjects to any lien the whole or any part of
any property or assets now owned or hereafter acquired by it, except as herein
provided, the Company shall secure the outstanding Securities, and any other
obligations of the Company which may then be outstanding and entitled to the
benefit of a covenant similar in effect to this covenant, equally and ratably
with the indebtedness or obligations secured by such mortgage, pledge or lien,
for as long as any such indebtedness or obligation is so secured. This covenant
does not apply to the creation, extension, renewal or refunding of
purchase-money mortgages or liens, or other liens to which any property or
asset acquired by the Company is subject as of the date of its acquisition by
the Company, or to the making of any deposit or pledge to secure public or
statutory obligations or with any governmental agency at any time required by
law in order to qualify the Company to conduct its business or any part thereof
or in order to entitle it to maintain self-insurance or to obtain the benefits
of any law relating to workmen's compensation, unemployment insurance, old age
pensions or other social security, or with any court, board, commission or
governmental agency as security incident to the proper conduct of any
proceeding before it. Nothing contained in the Indenture prevents a person
directly or indirectly controlling or controlled by, or under direct or
indirect common control with, the Company from mortgaging, pledging or
subjecting to any lien any property or assets, whether or not acquired from the
Company (Section 4.02).
Amendment and Waiver
Subject to certain exceptions, the Indenture or the Securities may be
amended or supplemented by the Company and the Trustee with the consent of the
holders of a majority in principal amount of the outstanding Securities of each
series affected by the amendment or supplement (with each series voting as a
class), or compliance with any provision may be waived with the consent of the
holders of a majority in principal amount of the outstanding Securities of each
series affected by such waiver (with each series voting as a class). However,
without the consent of each Securityholder affected, an amendment or waiver may
not (i) reduce the amount of Securities whose holders must consent to an
amendment or waiver; (ii) change the rate of or change the time for payment of
interest on any Security; (iii) change the principal of or change the fixed
maturity of any Security; (iv) waive a default in the payment of the principal
of or interest on any Security; (v) make any Security payable in money other
than that stated in the Security; or (vi) impair the right to institute suit
for the enforcement of any payment on or with respect to any Securities
(Section 9.02). The Indenture may be amended or supplemented without the
consent of any Securityholder (i) to cure any ambiguity, defect or
inconsistency in the Indenture or in the Securities of any series; (ii) to
provide for the assumption of all the obligations of the Company under the
Securities and any coupons related thereto and the Indenture by any corporation
in connection with a merger, consolidation, transfer or lease of the Company's
property and assets substantially as an entirety, as provided for in the
Indenture; (iii) to provide for uncertificated Securities in addition to or in
place of certificated Securities; (iv) to make any change that does not
adversely affect the rights of any Securityholder; (v) to provide for the
issuance of and establish the form and terms and conditions of a series of
Securities or to establish the form of any certifications required to be
furnished pursuant to the terms of the Indenture or any series of Securities;
or (vi) to add to rights of Securityholders (Section 9.01).
7
<PAGE>
Successor Entity
The Company may not consolidate with or merge into, or transfer or lease
its property and assets substantially as an entirety to, another entity unless
the successor entity is a corporation and assumes all the obligations of the
Company under the Securities and any coupons related thereto and the Indenture
and, after giving effect thereto, no default under the Indenture shall have
occurred and be continuing. Thereafter, except in the case of a lease, all such
obligations of the Company terminate (Section 5.01).
Deposit of Money or Government Obligations to Pay Securities
The Company has the right to terminate certain of its obligations under
the Securities and the Indenture with respect to the Securities of any series
or any installment of principal of or interest on the Securities of that series
if the Company deposits with the Trustee, in trust for the benefit of the
holders of the Securities of that series, money or obligations of the United
States of America sufficient to pay, when due, principal and interest on the
Securities of that series to maturity or redemption or such installment of
principal or interest, as the case may be. In such event, however, the
Company's obligation to pay the principal of and interest on the Securities
shall survive (Section 8.01).
Such deposit may be treated as a taxable exchange of the related
Securities for an issue of obligations of the trust or a direct interest in the
cash and securities held in the trust. In that case, holders of such Securities
would recognize gain or loss as if the trust obligations or the cash or
securities deposited, as the case may be, had actually been received by them in
exchange for their Securities. The Company will indemnify each holder of such
Securities against any tax, fee or other charge imposed or assessed against
deposited cash or securities or the principal and interest received on such
obligations (Section 8.04). Prospective investors are urged to consult their
own tax advisors as to the specific consequences of deposit.
Events of Default
The following events are defined in the Indenture as "Events of Default"
with respect to a series of Securities: (i) default in the payment of interest
on any Security of such series for 90 days; (ii) default in the payment of the
principal of any Security of such series; (iii) failure by the Company for 90
days after notice to it to comply with any of its other agreements in the
Securities of such series, in the Indenture or in any supplemental indenture
under which the Securities of that series may have been issued; and (iv)
certain events of bankruptcy or insolvency (Section 6.01). If an Event of
Default occurs with respect to the Securities of any series and is continuing,
the Trustee or the holders of at least 25% in principal amount of all of the
outstanding Securities of that series may declare the principal (or, if the
Securities of that series are original issue discount Securities, such portion
of the principal amount as may be specified in the terms of that series) of all
the Securities of that series to be due and payable. Upon such declaration,
such principal (or, in the case of original issue discount Securities, such
specified amount) and all accrued interest thereon shall be due and payable
immediately (Section 6.02).
Securityholders may not enforce the Indenture or the Securities, except as
provided in the Indenture (Section 6.06). The Trustee may require indemnity
satisfactory to it before it enforces the Indenture or the Securities (Section
7.01(e)). Subject to certain limitations, holders of a majority in principal
amount of the Securities of each series affected (with each series voting as a
class) may direct the Trustee in its exercise of any trust power (Section
6.05). The Trustee may withhold from Securityholders notice of any continuing
default (except a default in payment of principal or interest) if it determines
that withholding notice is in their interests (Section 7.05). The Company is
not required under the Indenture to furnish any periodic evidence as to the
absence of default or as to compliance with the terms of the Indenture.
Concerning the Trustee
The Company maintains banking relationships in the ordinary course of
business with the Trustee. The Trustee also serves as trustee under indentures
between the Company and the Trustee relating to the Company's Thirty Year 7-3/4%
Debentures, due February 1, 2023.
8
<PAGE>
LIMITATIONS ON ISSUANCE OF BEARER SECURITIES
In compliance with United States federal tax laws and regulations, bearer
Securities may not be offered or sold during the restricted period (as defined
under "Description of Securities--General"), or delivered in definitive form in
connection with a sale during the restricted period, in the United States or to
a United States person (each as defined below), except to the extent permitted
under Section 1.163-5(c)(2)(i)(D) of the United States Treasury Regulations
(the "D" Rules). Any underwriters, agents and dealers participating in the
offering of Securities must agree not to offer or sell bearer Securities in the
United States or to United States persons, except to the extent permitted under
the D Rules, nor deliver bearer Securities within the United States.
Bearer Securities and their interest coupons will bear a legend
substantially to the following effect: "Any United States person who holds this
obligation will be subject to limitations under the United States income tax
laws, including the limitations provided in Section 165(j) and 1287(a) of the
Internal Revenue Code". The sections referred to in such legend provide that a
United States person, with certain exceptions, will not be entitled to deduct
any loss on bearer Securities and must treat as ordinary income any gain
realized on a sale or other disposition of bearer Securities.
Purchasers of bearer Securities may be affected by certain limitations
under United States tax laws. See "United States Taxation--Backup Withholding."
As used herein, "United States person" means a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in or under the laws of the United States, an estate the income of which is
subject to United States federal income taxation regardless of its source or a
trust which is subject to the supervision of a court within the United States
and the control of a United States person as described in Section 7701(a)(30)
of the Code. "United States" means the United States of America (including the
States and the District of Columbia) and its possessions including Puerto Rico,
the United States Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.
UNITED STATES TAXATION
THE DISCUSSION SET FORTH BELOW IS INTENDED ONLY AS A SUMMARY OF CERTAIN OF
THE UNITED STATES FEDERAL INCOME AND ESTATE TAX CONSEQUENCES APPLICABLE TO THE
OWNERSHIP OF SECURITIES BY UNITED STATES ALIENS AND DOES NOT PURPORT TO BE A
COMPLETE ANALYSIS OR LISTING OF ALL POTENTIAL TAX EFFECTS RELEVANT TO A
DECISION TO PURCHASE SECURITIES. SUCH DISCUSSION DOES NOT ADDRESS ANY TAX
CONSEQUENCES THAT MAY BE RELEVANT TO INVESTORS THAT ARE NOT UNITED STATES
ALIENS OR ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCALITY OR
NON-UNITED STATES JURISDICTION. OTHER SIGNIFICANT UNITED STATES FEDERAL INCOME
TAX CONSEQUENCES THAT MAY BE RELEVANT TO A PARTICULAR OFFERING OF SECURITIES
WILL BE SET FORTH IN THE APPROPRIATE PROSPECTUS SUPPLEMENT. FURTHERMORE, THE
DISCUSSION SET FORTH BELOW IS BASED ON THE CODE, REGULATIONS, RULINGS AND
JUDICIAL DECISIONS AS OF THE DATE HEREOF, AND SUCH AUTHORITIES MAY BE REPEALED,
REVOKED OR MODIFIED SO AS TO MAKE THE FOLLOWING ANALYSIS INAPPLICABLE. SPECIAL
RULES MAY APPLY TO CERTAIN UNITED STATES ALIENS SUCH AS "CONTROLLED FOREIGN
CORPORATIONS", "PASSIVE FOREIGN INVESTMENT COMPANIES" AND "FOREIGN PERSONAL
HOLDING COMPANIES", THAT ARE SUBJECT TO SPECIAL TREATMENT UNDER THE CODE. IT IS
RECOMMENDED THAT ALL PROSPECTIVE INVESTORS CONSULT THEIR OWN TAX ADVISORS
CONCERNING THE TAX CONSIDERATIONS OF THIS OFFERING.
Under present United States federal income and estate tax law, and subject
to the discussion below concerning backup withholding:
(a) no withholding of United States federal income tax will be required
with respect to the payment by the Company or any paying agent of
principal, premium, if any, or interest (which for purposes of this
discussion
9
<PAGE>
includes original issue discount ("OID")) on a Security owned by a United
States Alien (as defined below), provided that, in the case of interest
(i) the beneficial owner does not actually or constructively own 10% or
more of the total combined voting power of all classes of stock of the
Company entitled to vote within the meaning of Section 871(h)(3) of the
Code and the regulations thereunder, (ii) the beneficial owner is not a
controlled foreign corporation that is related to the Company through
stock ownership, (iii) in the case of a registered Security, the
beneficial owner satisfies the statement requirement (described generally
below) set forth in Section 871(h) and Section 881(c) of the Code and the
regulations thereunder, and (iv) the beneficial owner is not a bank whose
receipt of interest on a Security is described in Section 881(c)(3)(A) of
the Code;
(b) no withholding of United States federal income tax will be required
with respect to any gain or income realized by a United States Alien upon
the sale, exchange or retirement of a Security; and
(c) a Security beneficially owned by an individual who at the time of
death is a United States Alien will not be subject to United States
federal estate tax as a result of such individual's death, provided that
such individual does not actually or constructively own 10% or more of the
total combined voting power of all classes of stock of the Company
entitled to vote within the meaning of Section 871(h)(3) of the Code and
provided that the interest payments with respect to such Security would
not have been, if received at the time of such individual's death,
effectively connected with a United States trade or business of such
individual.
To qualify for the exemption from withholding tax in (a)(iii) above, the
beneficial owner of a registered Security, or a financial institution holding
the Security on behalf of such owner, must provide, in accordance with
specified procedures, a paying agent of the Company with a statement to the
effect that the beneficial owner is not a United States person, citizen or
resident. Currently, these requirements will be met if (1) the beneficial owner
provides his name and address and certifies, under penalties of perjury, that
he is not a United States person, citizen or resident (which certification may
be made on an Internal Revenue Service Form W-8 or a successor form) or (2) a
financial institution holding the Security on behalf of the beneficial owner
certifies, under penalties of perjury, that such statement has been received by
it and furnishes a paying agent with a copy thereof. Under Treasury regulations
finalized in 1997 (the "Final Regulations"), the statement requirement referred
to in (a)(iii) above may also be satisfied with other documentary evidence for
interest paid after December 31, 1999 with respect to an offshore account or
through certain foreign intermediaries.
Payments to United States Aliens not meeting the requirements of paragraph
(a) above and thus subject to 30% withholding of United States federal income
tax may nevertheless be exempt from such withholding if the beneficial owner of
the Security provides the Company with a properly executed (1) Internal Revenue
Service Form 1001 (or a successor form) claiming an exemption from withholding
under the benefit of a tax treaty or (2) Internal Revenue Service Form 4224 (or
a successor form) stating that interest paid on the Security is not subject to
withholding because it is effectively connected with the owner's conduct of a
trade or business in the United States. Under the Final Regulations, United
States Aliens will generally be required to provide Internal Revenue Service
Form W-8 in lieu of Internal Revenue Service Form 1001 and Internal Revenue
Service Form 4224, although alternative documentation may be applicable in
certain situations.
If a United States Alien is engaged in a trade or business in the United
States and premium, if any, or interest (including OID) on a Security is
effectively connected with the conduct of such trade or business, the United
States Alien, although exempt from the withholding tax discussed above, will be
subject to United States federal income tax on such interest and OID on a net
income basis in the same manner as if it were a United States person (as
defined above). In addition, if such holder is a foreign corporation, it may be
subject to a branch profits tax equal to 30% of its effectively connected
earnings and profits for the taxable year, subject to adjustments. For this
purpose, such premium, if any, and interest (including OID) on a Security will
be included in such foreign corporation's earnings and profits.
Any gain or income realized upon the sale, exchange, retirement or other
disposition of a Security generally will not be subject to United States
federal income tax unless (i) such gain or income is effectively connected with
a trade or business in the United States of the United States Alien, or (ii) in
the case of a United States Alien who
10
<PAGE>
is an individual, such individual is present in the United States for 183 days
or more in the taxable year of such sale, exchange, retirement or other
disposition, and certain other conditions are met.
As used herein, "United States Alien" means any corporation, partnership,
individual or fiduciary that is, as to the United States, a foreign
corporation, a nonresident alien individual, a nonresident fiduciary of a
foreign estate or trust, or a foreign partnership one or more of the members of
which is, as to the United States, a foreign corporation, a nonresident alien
individual or a nonresident fiduciary of a foreign estate or trust.
Backup Withholding
Under certain circumstances, the Company or its paying agent will have to
report to the United States Internal Revenue Service payments of principal,
interest, original issue discount, if any, and any premium. In addition, the
Company or its paying agent may have to withhold 31% of such payments and
deposit such amounts with the Internal Revenue Service ("backup withholding").
Generally, no information reporting or backup withholding will be required
with respect to payments by the Company or a paying agent to United States
Aliens (1) if those payments are made outside of the United States on bearer
Securities or (2) on registered Securities with respect to which a statement
described in (a)(iii) above has been received and the payor does not have
actual knowledge that the beneficial owner is a United States person.
In addition, backup withholding and information reporting will not apply
if the principal of, premium, if any, OID, or interest on a Security is paid or
collected by a foreign office of a custodian, nominee or other foreign agent on
behalf of the beneficial owner of such Security, or if a foreign office of a
broker (as defined in applicable Treasury regulations) pays the proceeds of the
sale of a Security to the owner thereof. If, however, such nominee, custodian,
agent or broker is, for United States federal income tax purposes, a United
States person, a controlled foreign corporation or a foreign person that
derives 50% or more of its gross income for certain periods from the conduct of
a United States trade or business, or, for taxable years beginning after
December 31, 1999, if such nominee, custodian, agent or broker is a foreign
partnership, in which one or more United States persons, in the aggregate, own
more than 50% of the income or capital interests in the partnership or if the
partnership is engaged in a trade or business in the United States, such
payments will not be subject to backup withholding but will be subject to
information reporting, unless (1) such custodian, nominee, agent or broker has
documentary evidence in its records that the beneficial owner is not a United
States person and certain other conditions are met or (2) the beneficial owner
otherwise establishes an exemption.
Principal of, premium, if any, and interest on a Security paid to the
beneficial owner of such Security by a United States office of a custodian,
nominee or agent, or the payment by the United States office of a broker of the
proceeds of sale of such Security, will be subject to both backup withholding
and information reporting unless the beneficial owner provides the statement
referred to in (a)(iii) above and the payor does not have actual knowledge that
the beneficial owner is a United States person or otherwise establishes an
exemption.
Any amounts withheld under the backup withholding rules will be allowed as
a refund or a credit against such United States Alien's United States federal
income tax liability provided the required information is furnished to the
Internal Revenue Service.
PLAN OF DISTRIBUTION
The Company may sell the Securities being offered hereby: (i) directly to
purchasers, (ii) through agents, (iii) through underwriters, (iv) through
dealers or (v) through a combination of any such methods of sale.
The distribution of the Securities may be effected from time to time in
one or more transactions either (i) at a fixed price or prices, which may be
changed, (ii) at market prices prevailing at the time of sale or (iii) at
negotiated prices.
Offers to purchase Securities may be solicited directly by the Company or
by agents designated by the Company from time to time. Any such agent, which
may be deemed to be an underwriter as that term is defined in the Securities
Act, involved in the offer or sale of the Securities in respect of which this
Prospectus is delivered will be named,
11
<PAGE>
and any commissions payable by the Company to such agent will be set forth, in
the Prospectus Supplement. Unless otherwise indicated in the Prospectus
Supplement, any such agent will be acting on a best efforts basis. Agents may
be customers of, engage in transactions with, or perform services for, the
Company in the ordinary course of business.
If an underwriter or underwriters are utilized in the sale, the Company
will execute an underwriting agreement with such underwriters at the time of
sale to them and the names of the underwriters and the terms of the transaction
will be set forth in the Prospectus Supplement, which will be used by the
underwriters to make resales of the Securities in respect of which this
Prospectus is delivered to the public.
If a dealer is utilized in the sale of the Securities in respect of which
this Prospectus is delivered, the Company will sell such Securities to the
dealer, as principal. The dealer may then resell such Securities to the public
at varying prices to be determined by such dealer at the time of resale.
Securities may also be offered and sold, if so indicated in the Prospectus
Supplement, in connection with a remarketing upon their purchase, in accordance
with a redemption or repayment pursuant to their terms, or otherwise, by one or
more firms ("remarketing firms"), acting as principals for their own accounts
or as agents for the Company. Any remarketing firm will be identified and the
terms of its agreement, if any, with the Company and its compensation will be
described in the Prospectus Supplement. Remarketing firms may be deemed to be
underwriters, as that term is defined in the Securities Act, in connection with
the Securities remarketed thereby.
Underwriters, dealers, agents and remarketing firms may be customers of,
engage in transactions with, or perform services for, the Company in the
ordinary course of business. Also, underwriters, dealers, agents, remarketing
firms and other persons may be entitled, under agreements which may be entered
into with the Company, to indemnification against, or contribution with respect
to, certain civil liabilities, including liabilities under the Securities Act.
Each underwriter, dealer, agent and remarketing firm participating in the
distribution of any Securities that are issuable as bearer Securities will
agree that it will not offer, sell or deliver, directly or indirectly, bearer
Securities in the United States or to United States persons (other than
qualifying financial institutions) in connection with the original issuance of
such Securities.
If so indicated in the Prospectus Supplement, the Company will authorize
agents and underwriters to solicit offers by certain institutions to purchase
Securities from the Company at the public offering price set forth in the
Prospectus Supplement pursuant to Delayed Delivery Contracts ("Contracts")
providing for payment and delivery on the date stated in the Prospectus
Supplement. Each Contract will be for an amount not less than, and unless the
Company otherwise agrees, the aggregate principal amount of Securities sold
pursuant to Contracts shall be not less nor more than, the respective amounts
stated in the Prospectus Supplement. Institutions with whom Contracts, when
authorized, may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and other institutions, but shall in all cases be subject to the
approval of the Company. Contracts will not be subject to any conditions except
that the purchase by an institution of the Securities covered by its Contract
shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject. A
commission indicated in the Prospectus Supplement will be paid to underwriters
and agents soliciting purchases of Securities pursuant to Contracts accepted by
the Company.
The place and time of delivery for the Securities in respect of which this
Prospectus is delivered are set forth in the accompanying Prospectus
Supplement.
12
<PAGE>
LEGAL OPINIONS
The legality of the Securities offered hereby will be passed upon for the
Company by John M. Walker, Vice President, General Counsel and Secretary and a
Director of the Company, and for any underwriters, agents or purchasers by
Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New York 10017. As
of June 30, 1998, Mr. Walker owned beneficially 16,754 options to purchase
shares of the Common Stock of Bell Atlantic and had approximately 1,005 shares
credited to his account under the Bell Atlantic Savings Plan for Salaried
Employees. Simpson Thacher & Bartlett will rely on the opinion of John M.
Walker as to matters of Washington, D.C. law. Simpson Thacher & Bartlett from
time to time has acted as counsel in certain matters for Bell Atlantic and
certain of its subsidiaries.
EXPERTS
The balance sheets as of December 31, 1997 and 1996 and the statements of
income and reinvested earnings (accumulated deficit) and cash flows for each of
the three years in the period ended December 31, 1997 and the related financial
statement schedule, all incorporated by reference in this Prospectus, have been
incorporated herein in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
13
<PAGE>
No person has been authorized to give any information or to make any
representation other than those contained in this Prospectus, and, if given or
made, such information or representation must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer in such
jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that the
information herein is correct as of any time subsequent to the date of such
information.
----------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Prospectus
Page
-----
<S> <C>
Available Information ................................ 2
Incorporation of Documents by Reference .............. 2
The Company .......................................... 3
Use of Proceeds ...................................... 3
Ratio of Earnings to Fixed Charges ................... 3
Description of Securities ............................ 3
Limitations on Issuance of Bearer Securities ......... 9
United States Taxation ............................... 9
Plan of Distribution ................................. 11
Legal Opinions ....................................... 13
Experts .............................................. 13
</TABLE>
Bell Atlantic --
Washington, D.C., Inc.
$100,000,000
Debt Securities
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee .................... $ 11,800
Rating Agency Fees ............................................... 40,000*
Fees and Expenses of Trustee, Registrar and Paying Agent ......... 10,000*
Printing and Distributing Prospectus ............................. 20,000*
Accountants' Fees and Expenses ................................... 20,000*
Legal and Blue Sky Fees and Expenses ............................. 10,000*
Miscellaneous Expenses ........................................... 10,000*
---------
Total .......................................................... $ 121,800*
=========
</TABLE>
- --------
* Estimated
Item 15. Indemnification of Directors and Officers.
Pursuant to the New York Business Corporation Law ("BCL"), a director or
officer of the Company is entitled, under specified circumstances, to
indemnification by the Company against reasonable expenses, including
attorneys' fees, incurred by him or her in connection with the defense of a
civil or criminal proceeding to which he or she has been made, or threatened to
be made, a party by reason of the fact that he or she was such director or
officer. In certain circumstances, indemnity is provided against judgments,
fines and amounts paid in settlement. In general, indemnification is not
available where the director or officer has been adjudged to have breached his
or her duty to the Company or where he or she did not act in good faith.
Specific court approval is required in some cases. The BCL further provides
that the indemnification provided pursuant to it shall not be deemed exclusive
of any other rights to which those seeking indemnification may be entitled
under the certificate of incorporation or by-laws, or if authorized by the
certificate of incorporation or by-laws, by an agreement or a resolution of
shareholders or directors. In accordance with this provision, the By-Laws of
the Company indemnify its directors and officers if and to the extent
authorized or permitted by law and provide that the Company may advance
expenses to such director or officer who meet specified standards. The
foregoing statement is subject to the detailed provisions of Sections 715, 717
and 721-726 of the BCL, to which reference is hereby made.
The directors and officers of the registrant are insured against certain
liabilities, including certain liabilities arising under the Securities Act of
1933, which might be incurred by them in such capacities and against which they
cannot be indemnified by the Company.
Any underwriters, dealers or agents referred to in the prospectus
contained in this registration statement will agree to indemnify the Company's
directors and its officers who signed the registration statement against
certain liabilities which might arise under the Securities Act of 1933 from
information furnished to the registrant by or on behalf of any such
indemnifying party.
Item 16. Exhibits.
<TABLE>
<S> <C>
1 Form of Underwriting Agreement.
4 Indenture, dated as of February 1, 1993, between the Company and Crestar Bank, Trustee. The
form or forms of Security with respect to each particular series of Securities registered hereunder
will be filed as an exhibit to a Current Report on Form 8-K and shall be deemed to be
incorporated herein by reference.
5-a Opinion of John M. Walker, Vice President and General Counsel of the Company, as to the
legality of the Securities to be issued.
5-b Opinion of Darlene D. Kleiner, Counsel for Bell Atlantic Corporation, as to the legality of the
Securities to be issued.
12 Computation of Ratio of Earnings to Fixed Charges.
23-a Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23-b Consent of John M. Walker, Vice President and General Counsel of the Company (contained in his
Opinion filed as Exhibit 5 hereto).
</TABLE>
II-1
<PAGE>
<TABLE>
<S> <C>
24 Powers of Attorney.
25 Statement of Eligibility of Crestar Bank, Trustee, on Form T-1.
</TABLE>
Item 17. Undertakings. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the Securities, 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 this 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 this
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 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
provided, however, that the undertakings set forth in 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 this
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 herein, 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.
(4) 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 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
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.
(5) To use its best efforts to distribute prior to the opening of bids, to
prospective bidders, underwriters, and dealers, a reasonable number of copies
of a prospectus which at that time meets the requirements of section 10(a) of
the Securities Act of 1933, and relating to the securities, if any, offered at
competitive bidding, as contained in this registration statement, together with
any supplements thereto.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions referred to in Item 15 (other than
the insurance policies referred to therein), or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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 against the registrant by such director, officer or
controlling person in connection with the Securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Washington, District of Columbia on
the 30th day of September, 1998.
BELL ATLANTIC -- WASHINGTON, D.C.,
INC.
By /s/ NEIL D. OLSON
---------------------------------
Neil D. Olson
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed below by the
following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*
-------------------------------
Barbara L. Connor Director September 30, 1998
*
-------------------------------
Phoebe B. Dixon Director September 30, 1998
*
-------------------------------
Diane B. Gongaware Director September 30, 1998
*
-------------------------------
Edwin F. Hall Controller (principal accounting officer) September 30, 1998
*
-------------------------------
Marie C. Johns President and Chief Executive Officer
(principal executive officer) and Director September 30, 1998
*
-------------------------------
Glenn N. Jones Director September 30, 1998
*
-------------------------------
Mark J. Mathis Director September 30, 1998
*
-------------------------------
Neil D. Olson Treasurer (principal financial officer) September 30, 1998
*
-------------------------------
John M. Walker Director September 30, 1998
*By: /s/ Neil D. Olson
------------------------------
Neil D. Olson
As Attorney-in-fact and on
his own behalf as
principal financial officer
</TABLE>
II-3
EXHIBIT 1
BELL ATLANTIC - WASHINGTON, D.C., INC.
DEBT SECURITIES
UNDERWRITING AGREEMENT
----------------------
New York, New York
, 1998
To the Representatives
named in Schedule I
hereto of the Underwriters
named in Schedule II hereto
Dear Sirs:
Bell Atlantic - Washington, D.C., Inc., a New York corporation
("Company"), may issue and sell from time to time series of its debt securities
registered under the registration statement referred to in Paragraph 1(a)
hereof ("Securities" and individually "Security"). The Company proposes to sell
to the underwriters named in Schedule II hereto ("Underwriters"), for whom you
are acting as representatives ("Representative"), a series of Securities, of
the designation, with the terms and in the aggregate principal amount specified
in Schedule I hereto ("Underwritten Securities" and individually "Underwritten
Security"). If the firm or firms listed in Schedule II hereto include only the
firm or firms listed in Schedule I hereto, then the terms "Underwriters" and
"Representative" shall each be deemed to refer to such firm or firms.
1. The Company represents, warrants and agrees that:
(a) [A] [R]egistration statement[s] (No[s]. [and ]), including a
prospectus, with respect to the Securities has [have] been prepared by the
Company in conformity with the requirements of the Securities Act of 1933,
as amended ("Act"), and the rules and regulations ("Rules and
Regulations") of the Securities and Exchange Commission ("Commission")
thereunder and has [have] become effective. As used in this Agreement, (i)
"Registration Statement" means [each] such registration statement, as
amended and supplemented to the date hereof; (ii) "Preliminary Prospectus"
means each prospectus (including all documents incorporated therein by
reference) included in that [the most recently filed] Registration
Statement, or amendments or supplements thereof, before it became
effective under the Act, including any prospectus filed with the
Commission pursuant to Rule 424(a) of the Rules and Regulations; (iii)
"Basic Prospectus" means the prospectus (including all documents
incorporated therein by reference) included in the [most recently filed]
Registration Statement; and (iv) "Prospectus" means the Basic Prospectus,
together with any prospectus amendment or supplement (including in each
case all documents incorporated therein by reference) specifically
relating to the Underwritten Securities, as filed with the Commission
pursuant to paragraph (b) of Rule 424 of the Rules and Regulations. The
Commission has not issued any order suspending the effectiveness of the
Registration Statement or preventing or suspending the use of any
Prospectus, and no proceedings for such purposes have been instituted or
are pending or, to the knowledge of the Company, are contemplated by the
Commission, and any request on the part of the Commission for additional
information has been complied with.
(b) The Registration Statement and each Prospectus contains, and (in the
case of any amendment or supplement to any such document, or any material
incorporated by reference in any such document, filed with the Commission
after the date as of which this representation is being made) will contain
at all times during the period specified in Paragraph 7(c) hereof, all
statements which are required by the Act, the Securities Exchange Act of
1934, as amended ("Exchange Act"), the Trust Indenture Act of 1939, as
amended ("Trust Indenture Act"), and the rules and regulations of the
Commission under such Acts; the indenture, including any amendments and
supplements thereto, pursuant to which the Underwritten Securities will be
issued ("Indenture") will conform with the requirements of the Trust
Indenture Act and the rules and regulations of the Commission thereunder;
and the Registration Statement and each Prospectus does not, and (in the
ase of any amendment or supplement to any such document, or any material
incorporated by reference in any such document, filed with the Commission
after the date as of which this representation is being made) will not, at
any time during the period specified in Paragraph 7(c) hereof, contain any
untrue statement of a material fact or omit to state any material
<PAGE>
fact required to be stated therein or necessary to make the statements
therein not misleading; provided that the Company makes no representation
or warranty as to information contained in or omitted from the Registration
Statement or any Prospectus in reliance and based upon information
furnished to the Company through the Representative by or on behalf of any
Underwriter, or as to any statements in or omissions from the Statement of
Eligibility of the Trustee under the Indenture.
(c) The Company is not in violation of its corporate charter or by-laws
or in default under any agreement, indenture or instrument, except for
such defaults that would not result in a material adverse change in the
condition, financial or otherwise, or in the earnings, business affairs or
business prospects of the Company, whether or not arising in the ordinary
course of business (a "Material Adverse Effect"); and the execution,
delivery and performance of this Agreement, the Indenture, the
Underwritten Securities, and any Delayed Delivery Contracts (as defined in
Paragraph 3 hereof) and the consummation of the transactions contemplated
herein, and in the Prospectus (including the issuance and sale of the
Underwritten Securities and the use of the proceeds from the sale thereof
as described in the Prospectus under the caption "Use of Proceeds") have
been duly authorized by all necessary corporate action and do not and will
not conflict with or constitute a breach of, or default under, or result
in the creation or imposition of any lien, charge or encumbrance upon any
property or assets of the Company pursuant to, any material agreement,
indenture or instrument to which the Company is a party or by which it is
bound or to which its properties or assets is subject, nor will such
action result in a material violation of the charter or by-laws of the
Company or any order, rule or regulation of any court or governmental
agency having jurisdiction over the Company, or its properties; and except
as required by the Act, the Trust Indenture Act, the Exchange Act and
applicable state securities laws and except as set forth in Paragraph 1(m)
hereof, no consent, authorization or order of, or filing or registration
with, any court or governmental agency is required for the execution,
delivery and performance of this Agreement, the Delayed Delivery Contracts
and the Indenture or the consummation of the transactions contemplated
hereby and thereby.
(d) Except as described in or contemplated by the Registration Statement
and each Prospectus, there has been no Material Adverse Effect from the
dates as of which information is given in the Registration Statement and
each Prospectus.
(e) PricewaterhouseCoopers (formerly Coopers & Lybrand), whose report
appears in the Company's most recent Annual Report on Form 10-K which is
incorporated by reference in each Prospectus, are independent accountants
as required by the Act and the Rules and Regulations.
(f) On the Delivery Date (as defined in Paragraph 6 hereof) (i) the
Indenture will have been validly authorized, executed and delivered by the
Company and duly qualified under the Trust Indenture Act and will
constitute the legally binding obligation of the Company, (ii) the
Underwritten Securities will have been validly authorized and executed
and, upon payment therefor as provided in this Agreement, will be validly
issued and outstanding, and will constitute legally binding obligations of
the Company entitled to the benefits of the Indenture, and (iii) the
Underwritten Securities and the Indenture will conform to the descriptions
thereof contained in the Prospectus.
(g) This Agreement has been validly authorized, executed and delivered by
the Company.
(h) The Company has been duly incorporated and is validly existing and in
good standing under the laws of the State of New York, is duly qualified
to do business and in good standing as a foreign corporation in each
jurisdiction in which its ownership of properties or the conduct of its
business requires such qualification, except where the failure to so
qualify would not have a Material Adverse Effect, and has power and
authority necessary to own or hold its properties and to conduct the
business in which it is engaged and to enter into and perform its
obligations under this Agreement.
(i) There is no material action, suit or proceeding before any court or
governmental agency or body, domestic or foreign, now pending, or, to the
knowledge of the Company, threatened, against or affecting the Company,
which is required to be disclosed in any Prospectus (other than as
disclosed therein), or which might reasonably be expected to result in a
Material Adverse Effect, or which might reasonably be expected to
materially and adversely affect the properties or assets thereof or the
consummation of the transactions contemplated in this Agreement or the
performance by the Company of its obligations hereunder.
(j) The financial statements filed as part of the Registration Statement
or included in any Preliminary Prospectus present, or (in the case of any
amendment or supplement to any such document, or any material incor-
2
<PAGE>
porated by reference in any such document, filed with the Commission after
the date as of which this representation is being made) will present at all
times during the period specified in Paragraph 7(c) hereof, fairly, the
financial condition and results of operations of the Company, at the dates
and for the periods indicated, and have been, and (in the case of any
amendment or supplement to any such document, or any material incorporated
by reference in any such document, filed with the Commission after the date
as of which this representation is being made) will be at all times during
the period specified in Paragraph 7(c) hereof, prepared in conformity with
generally accepted accounting principles ("GAAP") applied on a consistent
basis throughout the periods involved. The supporting schedules incorporated
by reference in the Prospectus present fairly in accordance with GAAP the
information required to be stated therein. The pro forma financial
statements and the related notes thereto incorporated by reference in the
Registration Statement and the Prospectus present fairly the information
shown therein, have been prepared in accordance with the Commission's rules
and guidelines with respect to pro forma financial statements and have been
properly compiled on the bases described therein, and the assumptions used
in the preparation thereof are reasonable and the adjustments used therein
are appropriate to give effect to the transactions and circumstances
referred to therein.
(k) The documents incorporated by reference into any Preliminary
Prospectus or Prospectus have been, and (in the case of any amendment or
supplement to any such document, or any material incorporated by reference
in any such document, filed with the Commission after the date as of which
this representation is being made) will be at all times during the period
specified in Paragraph 7(c) hereof, prepared by the Company in conformity
with the applicable requirements of the Act and Rules and Regulations and
the Exchange Act and the rules and regulations of the Commission
thereunder and such documents have been, or (in the case of any amendment
or supplement to any such document, or any material incorporated by
reference in any such document, filed with the Commission after the date
as of which this representation is being made) will be at all times during
the period specified in Paragraph 7(c) hereof, timely filed as required
thereby.
(l) There are no contracts or other documents which are required to be
filed as exhibits to the Registration Statement by the Act or by the Rules
and Regulations, or which were required to be filed as exhibits to any
document incorporated by reference in any Prospectus by the Exchange Act
or the rules and regulations of the Commission thereunder, which have not
been filed as exhibits to the Registration Statement or to such document
or incorporated therein by reference as permitted by the Rules and
Regulations or the rules and regulations of the Commission under the
Exchange Act as required.
(m) The Company has filed a petition or petitions with the District of
Columbia Public Service Commission ("PSC") with respect to the issue and
sale of securities, including the Underwritten Securities. The PSC has
entered its order authorizing the issuance and sale thereof, subject to
the limitations on the terms and conditions of such issuance and such sale
set forth in such order, and such order has become final and
non-appealable.
(n) The Company has good and valid title to all or substantially all of
its properties.
(o) The Company is not, and upon the issuance and sale of the
Underwritten Securities as herein contemplated and the application of the
net proceeds therefrom as described in the Prospectus will not be, an
"investment company" or an entity "controlled" by an "investment company"
as such terms are defined in the Investment Company Act of 1940, as
amended (the "1940 Act").
2. Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Company agrees to sell to
each Underwriter, severally and not jointly, and each Underwriter agrees,
severally and not jointly, to purchase from the Company, at the purchase price
and on the other terms set forth in Schedule I hereto, the principal amount of
the Underwritten Securities set forth opposite its name in Schedule II hereto.
3. Any offer to purchase Underwritten Securities by institutional
investors solicited by the Underwriters for delayed delivery shall be made
pursuant to contracts substantially in the form of Exhibit A attached hereto,
with such changes therein as the Company and the Representative may approve
("Delayed Delivery Contracts"). The Company shall have the right, in its sole
discretion, to approve or disapprove each such institutional investor.
Underwritten Securities which are subject to Delayed Delivery Contracts are
herein sometimes called "Delayed Delivery Underwritten Securities" and
Underwritten Securities which are not subject to Delayed Delivery Contracts are
herein sometimes called "Immediate Delivery Underwritten Securities".
Contemporaneously with the purchase on the Delivery Date by the
Underwriters of the Immediate Delivery Underwritten Securities pursuant to this
Agreement, the Company will pay to the Representative, for the account
3
<PAGE>
of the Underwriters, the compensation specified in Schedule I hereto for
arranging the sale of Delayed Delivery Underwritten Securities. The
Underwriters shall have no responsibility with respect to the validity or
performance of any Delayed Delivery Contracts.
For the purposes of determining the principal amount of Immediate Delivery
Underwritten Securities to be purchased by each Underwriter, there shall be
deducted from the principal amount of Underwritten Securities to be purchased
by such Underwriter as set forth in Schedule II hereto that portion of the
aggregate principal amount of Delayed Delivery Underwritten Securities that the
principal amount of Underwritten Securities to be purchased by such Underwriter
as set forth in Schedule II hereto bears to the aggregate principal amount of
Underwritten Securities set forth there to be purchased by all of the
Underwriters (in each case as adjusted by the Representative to avoid fractions
of the minimum principal amount in which the Underwritten Securities may be
issued), except to the extent that the Representative determines, in its
discretion, that such deduction shall be otherwise than in such proportion and
so advises the Company.
4. The Company shall not be obligated to deliver any Underwritten
Securities except upon payment for all Immediate Delivery Underwritten
Securities to be purchased pursuant to this Agreement as hereinafter provided.
5. If any Underwriter defaults in the performance of its obligations under
this Agreement, the remaining non-defaulting Underwriters, if any, shall be
obligated to purchase the Immediate Delivery Underwritten Securities which the
defaulting Underwriter agreed but failed to purchase in the respective
proportions which the principal amount of Underwritten Securities set forth in
Schedule II hereto to be purchased by each remaining non-defaulting Underwriter
set forth therein bears to the aggregate principal amount of Underwritten
Securities set forth therein to be purchased by all the remaining
non-defaulting Underwriters; provided that the remaining non-defaulting
Underwriters shall not be obligated to purchase any Immediate Delivery
Underwritten Securities if the aggregate principal amount of Immediate Delivery
Underwritten Securities which the defaulting Underwriter or Underwriters agreed
but failed to purchase exceeds 9.09% of the total principal amount of
Underwritten Securities, and any remaining non-defaulting Underwriter shall not
be obligated to purchase more than 110% of the principal amount of Underwritten
Securities set forth in Schedule II hereto to be purchased by it. If the
foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or
those other underwriters satisfactory to the Representative who so agree, shall
have the right, but shall not be obligated, to purchase, in such proportion as
may be agreed upon among them, all the Immediate Delivery Underwritten
Securities. If the remaining Underwriters or other underwriters satisfactory to
the Representative do not elect to purchase the Immediate Delivery Underwritten
Securities which the defaulting Underwriter or Underwriters agreed but failed
to purchase, this Agreement shall terminate without liability on the part of
any non-defaulting Underwriter or the Company, except that the Company will
continue to be liable for the payment of expenses as set forth in Paragraph
7(k) hereof.
Nothing contained in this Paragraph 5 shall relieve a defaulting
Underwriter of any liability it may have to the Company for damages caused by
its default. If other underwriters are obligated or agree to purchase the
Immediate Delivery Underwritten Securities of a defaulting or withdrawing
Underwriter, either the Representative or the Company may postpone the Delivery
Date for up to seven full business days in order to effect any changes that in
the opinion of counsel for the Company or counsel for the Underwriters may be
necessary in the Registration Statement, any Prospectus or in any other
document or arrangement.
6. Delivery of and payment for the Immediate Delivery Underwritten
Securities shall be made at such address, date and time as may be specified in
Schedule I hereto. This date and time are sometimes referred to as the
"Delivery Date". On the Delivery Date the Company shall deliver the Immediate
Delivery Underwritten Securities to The Depository Trust Company, on behalf of
the Representative, for the account of each Underwriter against payment to the
Company by wire transfer of immediately available funds to a bank account
designated by the Company. Time shall be of the essence, and delivery at the
time and place specified pursuant to this Agreement is a further condition of
the obligation of each Underwriter hereunder. Upon delivery, the Immediate
Delivery Underwritten Securities shall be in registered form and in such
denominations as may be set forth on Schedule I hereto. The certificates
representing the Immediate Delivery Underwritten Securities shall be registered
in the name of Cede & Co. and shall be made available for inspection by the
Representative in New York, New York not later than 2:00 P.M., local time, on
the business day prior to the Delivery Date.
7. The Company agrees:
(a) To furnish promptly to the Representative and to counsel for the
Underwriters a conformed copy of the Registration Statement as originally
filed and each amendment or supplement thereto filed prior to the date
4
<PAGE>
hereof or relating to or covering the Underwritten Securities, and a copy of
each Prospectus filed with the Commission, including all documents
incorporated therein by reference and all consents and exhibits filed
therewith;
(b) To deliver promptly to the Representative such reasonable number of
the following documents as the Representative may request: (i) conformed
copies of the Registration Statement (excluding exhibits other than the
computation of the ratio of earnings to fixed charges, the Indenture and
this Agreement), (ii) each Prospectus and (iii) any documents incorporated
by reference in any Prospectus;
(c) During such period following the date hereof as, in the opinion of
counsel for the Underwriters, any Prospectus is required by law to be
delivered, to comply with the Act, the Exchange Act, the Trust Indenture
Act and the rules and regulations under each thereof, so as to permit the
completion of the distribution of the Underwritten Securities as
contemplated in this Agreement and in each Prospectus. If at any time when
a prospectus is required by the Act to be delivered in connection with
sales of the Underwritten Securities, any event shall occur or condition
shall exist as a result of which it is necessary, in the reasonable
opinion of counsel for the Underwriters or for the Company, to amend the
Registration Statement or amend or supplement any Prospectus in order that
such Prospectus will not include any untrue statements of a material fact
or omit to state a material fact necessary in order to make the statements
therein not misleading in the light of the circumstances existing at the
time it is delivered to a purchaser, or if it shall be necessary, in the
opinion of such counsel, at any such time to amend the Registration
Statement or amend or supplement any Prospectus in order to comply with
the requirements of the Act or the Rules and Regulations, the Company will
promptly prepare and file with the Commission, subject to Paragraph (d)
below, such amendment or supplement as may be necessary to correct such
statement or omission or to make the Registration Statement or any such
Prospectus comply with such requirements, and the Company will furnish to
the Underwriters such number of copies of such amendment or supplement as
the Underwriters may reasonably request.
(d) Prior to filing with the Commission during the period referred to in
(c) above (i) any amendment or supplement to the Registration Statement,
(ii) any Prospectus or any amendment or supplement thereto or (iii) any
document incorporated by reference in any of the foregoing or any
amendment or supplement to such incorporated document, to furnish a copy
thereof to the Representative and to counsel for the Underwriters and not
to file any document that shall have been disapproved by the
Representative;
(e) To advise the Representative promptly (i) when any post-effective
amendment to the Registration Statement relating to or covering the
Underwritten Securities becomes effective or any supplement to any
Prospectus shall have been filed, (ii) of any comments from the Commission
or any request or proposed request by the Commission for an amendment or
supplement to the Registration Statement (insofar as the amendment or
supplement relates to or covers the Underwritten Securities), to any
Prospectus, to any document incorporated by reference in any of the
foregoing or for any additional information, (iii) of the issuance by the
Commission of any stop order suspending the effectiveness of the
Registration Statement or any order directed to any Prospectus or any
document incorporated therein by reference or the initiation or threat of
any stop order proceeding or of any challenge to the accuracy or adequacy
of any document incorporated by reference in any Prospectus, (iv) of
receipt by the Company of any notification with respect to the suspension
of the qualification of the Underwritten Securities for sale in any
jurisdiction or the initiation or threat of any proceeding for that
purpose and (v) of the happening of any event which makes untrue any
statement of a material fact made in the Registration Statement (insofar
as the Registration Statement relates to or covers the Underwritten
Securities) or any Prospectus or which requires the making of a change in
the Registration Statement or any Prospectus in order to make any material
statement therein not misleading;
(f) If, during the period referred to in (c) above, the Commission shall
issue a stop order suspending the effectiveness of the Registration
Statement, to make every reasonable effort to obtain the lifting of that
order at the earliest possible time;
(g) As soon as practicable, to make generally available to its security
holders and to deliver to the Representative an earnings statement,
conforming with the requirements of Section 11(a) of the Act, covering a
period of at least twelve months beginning after the latest of (i) the
effective date of the Registration Statement, (ii) the effective date of
the most recent post-effective amendment to the Registration Statement
that became effective prior to the date of this Agreement and (iii) the
date of the Company's most recent Annual Report on Form 10-K filed with
the Commission prior to the date of this Agreement.
5
<PAGE>
(h) So long as any of the Underwritten Securities are outstanding, to
furnish to the Representative copies of all reports and financial
statements furnished by the Company to each securities exchange on which
securities issued by the Company may be listed pursuant to requirements of
or agreements with such exchange or to the Commission pursuant to the
Exchange Act or any rule or regulation of the Commission thereunder;
(i) To endeavor to qualify the Underwritten Securities for offer and sale
under the securities laws of such jurisdictions as the Representative may
reasonably request and to maintain such qualifications in effect for as
long as may be required for the distribution of the Underwritten
Securities; provided, however, that the Company shall not be obligated to
file any general consent to service of process or to qualify as a foreign
corporation or as a dealer in securities in any jurisdiction in which it
is not so qualified or to subject itself to taxation in respect of doing
business in any jurisdiction in which it is not otherwise so subject;
(j) To use its best efforts to obtain the listing of the Underwritten
Securities on the securities exchange, if any, set forth on Schedule I
("Stock Exchange") on or prior to the Delivery Date and to cause such
listing to be continued so long as any amount of the Securities remains
outstanding; to furnish from time to time any and all documents,
instruments, information and undertakings that may be necessary in order
to effect such listing; and to maintain the same until none of the
Underwritten Securities is outstanding or until such time as payment of
principal of and premium, if any, and interest on all the Underwritten
Securities has been duly provided for, whichever is earlier; provided that
if the Company can no longer reasonably maintain such listing, the Company
shall use its best efforts to obtain and maintain the quotation for, or
listing of, the Underwritten Securities on such other securities exchange
or exchanges as the Company may, with the approval of the Representative,
determine;
(k) To pay the costs incident to the authorization, issuance, sale and
delivery of the Underwritten Securities and any taxes payable in that
connection; the costs incident to the preparation, printing and filing
under the Act of the Registration Statement and any amendments,
supplements and exhibits thereto; the costs incident to the preparation,
printing and filing of any document and any amendments and exhibits
thereto required to be filed by the Company under the Exchange Act; the
costs of distributing the Registration Statement as originally filed and
each amendment and post-effective amendment thereof (including exhibits),
any Preliminary Prospectus, each Prospectus and any documents incorporated
by reference in any of the foregoing documents; the costs of printing this
Agreement and the Delayed Delivery Contracts, if any; the fees and
disbursements of the Company's counsel, accountants and other advisors;
the fees and expenses of the Trustee, including the fees and disbursements
of counsel for the Trustee in connection with the Indenture and the
Underwritten Securities, to the extent the Trustee or its counsel, as the
case may be, requires reimbursement thereof; the costs of any filings with
the National Association of Securities Dealers, Inc.; fees paid to rating
agencies in connection with the rating of the Securities, including the
Underwritten Securities; the fees and expenses of qualifying the
Underwritten Securities under the securities laws of the several
jurisdictions as provided in this Paragraph and of preparing and printing
a Blue Sky Memorandum (including fees of counsel to the Underwriters); the
cost of listing the Underwritten Securities on the Stock Exchange; and all
other costs and expenses incident to the performance of the Company's
obligations under this Agreement; provided that, except as provided in
this Paragraph and in Paragraph 11 hereof, the Underwriters shall pay
their own costs and expenses, including the fees and expenses of their
counsel, any transfer taxes on the Underwritten Securities which they may
sell and the expenses of advertising any offering of the Underwritten
Securities made by the Underwriters;
(l) Until the termination of the offering of the Underwritten Securities,
to timely file all documents, and any amendments to previously filed
documents, required to be filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act; and
(m) During the period beginning on the date hereof and continuing to the
Delivery Date, without the consent of the Representative, not to offer,
sell, contract to sell or otherwise dispose of any debt securities of the
Company with maturities longer than one year, other than the Underwritten
Securities to the Underwriters.
8. (a) The Company agrees to indemnify and hold harmless each Underwriter
and each person, if any, who controls any Underwriter within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act as follows:
(i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration
Statement (or
6
<PAGE>
any amendment thereto) or the omission or alleged omission therefrom of a
material fact required to be stated therein or necessary to make the
statements therein not misleading or arising out of any untrue statement
or alleged untrue statement of a material fact contained in any
Preliminary Prospectus or Prospectus (or any amendment or supplement
thereto), or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission; provided that (subject to Paragraph
8(d) below) any such settlement is effected with the written consent of
the Company; and
(iii) against any and all expense whatsoever, as incurred (including the
fees and disbursements of outside counsel chosen by the Representative),
reasonably incurred in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, or any claim whatsoever based upon any
such untrue statement or omission, or any such alleged untrue statement
or omission, to the extent that any such expense is not paid under (i) or
(ii) above;
provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Underwriter through the Representative expressly for use in the Registration
Statement (or any amendment thereto) or any Preliminary Prospectus or
Prospectus (or any amendment or supplement thereto).
(b) Each Underwriter severally agrees to indemnify and hold harmless the
Company, its directors, each of its officers who signed the Registration
Statement, and each person, if any, who controls the Company within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act against any and all
loss, liability, claim, damage and expense described in the indemnity contained
in subsection (a) of this Paragraph 8, as incurred, but only with respect to
untrue statements or omissions, or alleged untrue statements or omissions, made
in the Registration Statement (or any amendment thereto) or any Preliminary
Prospectus or Prospectus (or any amendment or supplement thereto) in reliance
upon and in conformity with written information furnished to the Company by
such Underwriter through the Representative expressly for use in the
Registration Statement (or any amendment thereto) or such Preliminary
Prospectus or Prospectus (or any amendment or supplement thereto).
(c) Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure to so notify an
indemnifying party shall not relieve such indemnifying party from any liability
hereunder to the extent it is not materially prejudiced as a result thereof and
in any event shall not relieve it from any liability which it may have
otherwise than on account of this indemnity agreement. In the case of parties
indemnified pursuant to Paragraph 8(a) above, counsel to the indemnified
parties shall be selected by the Representative, and, in the case of parties
indemnified pursuant to Paragraph 8(b) above, counsel to the indemnified
parties shall be selected by the Company. An indemnifying party may participate
at its own expense in the defense of any such action; provided, however, that
counsel to the indemnifying party shall not (except with the consent of the
indemnified party) also be counsel to the indemnified party. In no event shall
the indemnifying parties be liable for fees and expenses of more than one
counsel (in addition to any local counsel) separate from their own counsel for
all indemnified parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances. No indemnifying party shall, without the
prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever in respect of which indemnification or
contribution could be sought under this Paragraph 8 (whether or not the
indemnified parties are actual or potential parties thereto), unless such
settlement, compromise or consent (i) includes an unconditional release of each
indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of
any indemnified party.
(d) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of
7
<PAGE>
the nature contemplated by Section 6(a)(ii) effected without its written
consent if (i) such settlement is entered into more than 45 days after receipt
by such indemnifying party of the aforesaid request, (ii) such indemnifying
party shall have received notice of the terms of such settlement at least 30
days prior to such settlement being entered into and (iii) such indemnifying
party shall not have reimbursed such indemnified party in accordance with such
request prior to the date of such settlement.
(e) If the indemnification provided for in this Paragraph 8 is for any
reason unavailable to or insufficient to hold harmless an indemnified party in
respect of any losses, liabilities, claims, damages or expenses referred to
therein, then each indemnifying party shall contribute to the aggregate amount
of such losses, liabilities, claims, damages and expenses incurred by such
indemnified party, as incurred, (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company on the one hand and the
Underwriters on the other hand from the offering of the Underwritten Securities
pursuant to this Agreement or (ii) if the allocation provided by clause (i) is
not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Company on the one hand and of the Underwriters on
the other hand in connection with the statements or omissions which resulted in
such losses, liabilities, claims, damages or expenses, as well as any other
relevant equitable considerations.
The relative benefits received by the Company on the one hand and the
Underwriters on the other hand in connection with the offering of the
Underwritten Securities pursuant to this Agreement shall be deemed to be in the
same respective proportions as the total net proceeds from the offering of the
Underwritten Securities pursuant to this Agreement (before deducting expenses)
received by the Company and the total underwriting discount received by the
Underwriters, bear to the aggregate initial offering price of the Underwritten
Securities.
The relative fault of the Company on the one hand and the Underwriters on
the other hand shall be determined by reference to, among other things, whether
any such untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by
the Company or by the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.
The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Paragraph 8(e) were determined by
pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to above in this Paragraph 8(e). The
aggregate amount of losses, liabilities, claims, damages and expenses incurred
by an indemnified party and referred to above in this Paragraph 8(e) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.
Notwithstanding the provisions of this Paragraph 8(e), no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Underwritten Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
any such untrue or alleged untrue statement or omission or alleged omission.
No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation.
For purposes of this Paragraph 8(e), each person, if any, who controls an
Underwriter within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act shall have the same rights to contribution as such Underwriter,
and each director of the Company, each officer of the Company who signed the
Registration Statement, and each person, if any, who controls the Company
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act
shall have the same rights to contribution as the Company. The Underwriters'
respective obligations to contribute pursuant to this Paragraph 8(e) are
several in proportion to the principal amount of Underwritten Securities set
forth opposite their respective names in Schedule II hereto and not joint.
(f) The indemnity agreements contained in this Paragraph and the
representations, warranties and agreements of the Company in Paragraph 1 and
Paragraph 7 hereof shall survive the delivery of the Underwritten Securities
and shall remain in full force and effect, regardless of any termination or
cancellation of this Agreement or any investigation made by or on behalf of any
indemnified party.
8
<PAGE>
9. (a) The Representative may terminate this Agreement, by notice to the
Company, at any time at or prior to the delivery of and payment for the
Immediate Delivery Underwritten Securities, (i) if there has been, since the
time of execution of this Agreement or since the respective dates as of which
information is given in the Prospectus, any material adverse change in the
condition, financial or otherwise, or in the earnings, business affairs or
business prospects of the Company, whether or not arising in the ordinary
course of business, the effect of which is such as to make it, in the judgment
of the Representative, impracticable to market the Underwritten Securities or
to enforce contracts for the sale of the Underwritten Securities, or (ii) if
there has occurred any material adverse change in the financial markets in the
United States, any outbreak of hostilities or escalation thereof or other
calamity or crisis or any change or development involving a prospective change
in national or international political, financial or economic conditions, in
each case the effect of which is such as to make it, in the judgment of the
Representative, impracticable to market the Underwritten Securities or to
enforce contracts for the sale of the Underwritten Securities, or (iii) if
trading in any securities of the Company or Bell Atlantic Corporation has been
suspended or materially limited by the Commission, or if trading generally on
the American Stock Exchange or the New York Stock Exchange or in the Nasdaq
National Market has been suspended or materially limited, or minimum or maximum
prices for trading have been fixed, or maximum ranges for prices have been
required, by any of said exchanges or by such system or by order of the
Commission, the National Association of Securities Dealers, Inc. or any other
governmental authority, or (iv) if a banking moratorium has been declared by
either Federal or New York authorities.
(b) If this Agreement is terminated pursuant to this Paragraph 9, such
termination shall be without liability of any party to any other party except
as provided in Paragraph 11 hereof, and provided further that Paragraphs 1 and
8 shall survive such termination and remain in full force and effect.
10. The respective obligations of the Underwriters under the Agreement
with respect to the Underwritten Securities are subject to the accuracy, on the
date hereof and on the Delivery Date, of the representations and warranties of
the Company contained herein, to performance by the Company of its obligations
hereunder, and to each of the following additional terms and conditions
applicable to the Underwritten Securities.
(a) At or before the Delivery Date, no stop order suspending the
effectiveness of the Registration Statement nor any order directed to any
document incorporated by reference in any Prospectus shall have been
issued and prior to that time no stop order proceeding shall have been
initiated or threatened by the Commission and no challenge shall have been
made to the accuracy or adequacy of any document incorporated by reference
in any Prospectus; any request of the Commission for inclusion of
additional information in the Registration Statement or any Prospectus or
otherwise shall have been complied with; and after the date hereof the
Company shall not have filed with the Commission any amendment or
supplement to the Registration Statement or any Prospectus (or any
document incorporated by reference therein) that shall have been
disapproved by the Representative.
(b) No Underwriter shall have discovered and disclosed to the Company on
or prior to the Delivery Date that the Registration Statement or any
Prospectus contains an untrue statement of a fact which, in the opinion of
counsel for the Underwriters, is material or omits to state a fact which,
in the opinion of such counsel, is material and is required to be stated
therein or is necessary to make the statements therein not misleading.
(c) All corporate proceedings and other legal matters incident to the
authorization, form and validity of this Agreement, the Underwritten
Securities and the Indenture and the form of the Registration Statement,
each Prospectus (other than financial statements and other financial data)
and all other legal matters relating to this Agreement and the
transactions contemplated hereby shall be satisfactory in all respects to
Simpson Thacher & Bartlett, counsel for the Underwriters, and the Company
shall have furnished to such counsel all documents and information that
such counsel may reasonably request to enable it to pass upon such
matters.
(d) The General Counsel of the Company shall have furnished to the
Representative his opinion addressed to the Underwriters and dated the
Delivery Date, as General Counsel of the Company, to the effect that:
(i) The Company has been duly incorporated and is validly existing
and in good standing under the laws of the State of New York;
(ii) The Company is duly qualified to do business and is in good
standing as a foreign corporation in all jurisdictions in which its
ownership of property or the conduct of its business requires such
qualification (except where the failure to so qualify would not have a
Material Adverse Effect), and has all power and authority necessary to
own its properties and conduct the business in which it is engaged as
described in the Prospectus;
9
<PAGE>
(iii) The Indenture has been duly authorized, executed and delivered
by the Company and duly qualified under the Trust Indenture Act and,
assuming due authentication, execution and delivery by the Trustee,
constitutes a valid and legally binding instrument of the Company
enforceable in accordance with its terms;
(iv) The Immediate Delivery Underwritten Securities have been duly
authorized, executed and issued by the Company and, assuming due
authentication thereof by the Trustee and upon payment and delivery in
accordance with this Agreement, will constitute valid and legally
binding obligations of the Company enforceable in accordance with their
terms and entitled to the benefits of the Indenture;
(v) The Delayed Delivery Underwritten Securities, if any, have been
duly authorized and, when duly executed and issued by the Company and,
assuming due authentication thereof by the Trustee and upon payment and
delivery by the respective purchasers thereof in accordance with the
terms of the related Delayed Delivery Contracts, will constitute valid
and legally binding obligations of the Company, enforceable in
accordance with their terms and entitled to the benefits of the
Indenture;
(vi) The Delayed Delivery Contracts, if any, have been duly
authorized, executed and delivered by the Company and, assuming due
authorization, execution and delivery by the purchasers thereunder, are
valid and legally binding obligations of the parties thereto;
(vii) The statements made in each Prospectus under the caption
"Description of Securities" (or a comparable caption), insofar as they
purport to constitute summaries of the documents referred to therein,
constitute accurate summaries of the terms of such documents in all
material respects;
(viii) The Registration Statement is effective under the Act and, to
the knowledge of such counsel, no stop order suspending its
effectiveness has been issued and no proceeding for that purpose is
pending or threatened by the Commission;
(ix) No order issued by the Commission directed to any document
incorporated by reference in any Prospectus has been issued and, to the
knowledge of such counsel, no challenge has been made by the Commission
to the accuracy or adequacy of any such document;
(x) Such counsel does not know of any litigation or any governmental
proceeding pending or threatened against the Company which would affect
the subject matter of this Agreement or is required to be disclosed in
any Prospectus (including the documents incorporated by reference
therein) which is not disclosed and correctly summarized therein;
(xi) To the best of such counsel's knowledge, the Company is not in
violation of its corporate charter or by-laws, or in default under any
material agreement, indenture or instrument;
(xii) This Agreement has been duly authorized, executed and delivered
by the Company;
(xiii) The execution, delivery and performance of this Agreement and
the Delayed Delivery Contracts, if any, and compliance by the Company
with the provisions of the Underwritten Securities and the Indenture
will not conflict with, or result in the creation or imposition of any
lien, charge or encumbrance upon any of the assets of the Company
pursuant to the terms of, or constitute a default under, any agreement,
indenture or instrument known to such counsel, or result in a violation
of the corporate charter or by-laws of the Company or, to the best of
such counsel's knowledge, any order, rule or regulation of any court or
governmental agency having jurisdiction over the Company or its
property;
(xiv) All legally required proceedings in connection with the
authorization, issue and validity of the Underwritten Securities and the
sale of the Underwritten Securities by the Company in accordance with
this Agreement have been taken, and all legally required orders,
consents or other authorizations or approvals of the PSC and of any
other public boards or bodies have been obtained; and
(xv) The Company is not an "investment company" or an entity
"controlled" by an "investment company," as such terms are defined in
the 1940 Act.
[In giving such opinion, such counsel may rely on the opinion of New York
counsel satisfactory to counsel for the Underwriters as to matters of New York
law. In giving such opinion, such counsel need not express any opinion
regarding any order, consent or other authorization or approval which may be
legally required pursuant to any state securities law.]
10
<PAGE>
Such counsel may state that the opinions set forth in paragraphs (iii),
(iv), (v) and (vi) above are subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.
Such opinion shall also state that the Registration Statement and each
Prospectus as of their respective effective and issue dates complied as to form
in all material respects with the requirements of the Act and the Trust
Indenture Act and the rules and regulations of the Commission under said Acts
(except that no opinion need be expressed as to the financial statements and
other financial data contained herein) and each document incorporated by
reference in each Prospectus as filed under the Exchange Act complied when so
filed as to form in all material respects with the applicable requirements of
the Exchange Act and the rules and regulations of the Commission thereunder
(except that no opinion need be expressed as to the financial statements and
other financial data contained therein).
Such opinion shall also contain a statement that such counsel has no
reason to believe that (i) the Registration Statement, on the date it became
effective (or, with respect to the Registration Statement, if the Company has
filed an Annual Report on Form 10-K since its effective date, the date of the
Company's most recent Annual Report on Form 10-K), contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein not
misleading, or (ii) the Prospectus, as of its date and as of the Delivery Date,
contains an untrue statement of a material fact or omits to state a material
fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.
(e) At the Delivery Date, there shall not have been, since the date hereof
or since the respective dates as of which information is given in the
Prospectus, any material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business prospects of the
Company, whether or not arising in the ordinary course of business, and the
Representative shall have received a certificate of the Chairman of the Board,
the President, the Chief Financial Officer or a Vice President of the Company,
and the Treasurer or an Assistant Treasurer of the Company, dated the Delivery
Date, to the effect that (i) there has been no such material adverse change,
(ii) the representations and warranties in Paragraph 1 hereof are true and
correct with the same force and effect as though expressly made at and as of
the Delivery Date, (iii) the Company has complied with all agreements and
satisfied all conditions on its part to be performed or satisfied at or prior
to the Delivery Date, and (iv) no stop order suspending the effectiveness of
the Registration Statement has been issued and no proceedings for that purpose
have been instituted or are pending or are contemplated by the Commission.
(f) If Underwritten Securities in bearer form are being delivered by the
Company on the Delivery Date in a jurisdiction other than the United States,
the Company shall have furnished to the Representative such legal opinion or
opinions as the Representative may reasonably request addressed to the
Underwriters and dated the Delivery Date, with respect to matters relating to
the offering, sale and delivery of the Underwritten Securities in such
jurisdiction.
(g) The Company shall have furnished to the Representative (i) a letter of
PricewaterhouseCoopers, addressed to the Underwriters and dated the date hereof
of the type described in the American Institute of Certified Public
Accountants' Statement on Auditing Standards No. 72 and covering such specified
financial statement items as counsel for the Underwriters may reasonably have
requested and (ii) a letter of PricewaterhouseCoopers, addressed to the
Underwriters and dated the Delivery Date, stating, as of the date of such
letter (or, with respect to matters involving changes or developments since the
respective dates as of which specified financial information is given in the
Prospectus, as of a date not more than five days prior to the date of such
letter), the conclusions and findings of such firm with respect to the
financial information and other matters covered by its letter referred to in
subclause (i) above, confirming in all material respects the conclusions and
findings set forth in such prior letter.
(h) Simpson Thacher & Bartlett shall have furnished to the Representative
its opinion addressed to the Underwriters and dated the Delivery Date, as
counsel for the Underwriters, covering the matters set forth in Paragraph
10(d), except clauses (ii), (viii), (ix), (x), (xi) and (xiii) thereof.
(i) The PSC shall have granted authorization, and on the Delivery Date
such authorization shall be in full force and effect, permitting the issuance
and sale of the Underwritten Securities upon the terms and conditions hereunder
set forth or contemplated and containing no provision unacceptable to the
Underwriters, and, all conditions precedent to the issuance and sale of the
Underwritten Securities contained therein shall have been fulfilled.
(j) The Underwritten Securities shall have been accepted for listing on
the Stock Exchange (if any), subject to official notice of issuance.
11
<PAGE>
(k) At the Delivery Date, the Underwritten Securities shall be rated at
least "Aa3" by Moody's Investor's Service Inc., "AA" by Standard & Poor's
Ratings Group, a division of McGraw-Hill, Inc., and "AA-" by Duff & Phelps
Credit Rating Co., and the Company shall have delivered to the Representative a
letter dated the Delivery Date, from each such rating agency, or other evidence
satisfactory to the Representative, confirming that the Underwritten Securities
have such ratings; and since the date of this Agreement, there shall not have
occurred a downgrading in the rating assigned to the Underwritten Securities or
any of the Company's other debt securities by any such rating agency, and no
such rating agency shall have publicly announced that it has withdrawn or has
put under surveillance or review with negative implications, including putting
on what is commonly termed a "watch list," its rating of the Underwritten
Securities or any of the Company's other debt securities.
All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance satisfactory to
counsel for the Underwriters.
11. If the Company shall fail to tender the Immediate Delivery
Underwritten Securities for delivery to the Underwriters for any reason
permitted under this Agreement, or if the Underwriters shall decline to
purchase the Immediate Delivery Underwritten Securities for any reason
permitted under this Agreement (other than pursuant to Paragraph 5 hereof). the
Company shall reimburse the Underwriters for reasonable fees and expenses of
their counsel and for such other out-of-pocket expenses as shall have been
incurred by them in connection with this Agreement and the proposed purchase of
Immediate Delivery Underwritten Securities and the solicitation of any
purchases of the Delayed Delivery Underwritten Securities, and upon demand the
Company shall pay the full amount thereof to the Representative. If this
Agreement is terminated pursuant to Paragraph 5 hereof by reason of the default
of one or more Underwriters, the Company shall not be obligated to reimburse
any defaulting Underwriter on account of those expenses.
12. The Company shall be entitled to act and rely upon any request,
consent, notice or agreement by, or on behalf of, the Representative. Any
notice by the Company to the Underwriters shall be sufficient if given in
writing or by telegraph addressed to the Representative at its address set
forth in Schedule I hereto, and any notice by the Underwriters to the Company
shall be sufficient if given in writing or by telegraph addressed to the
Company at 1095 Avenue of the Americas, New York, New York 10036, Attention of
the Treasurer.
13. This Agreement shall be binding upon the Underwriters, the Company,
and their respective successors. This Agreement and the terms and provisions
hereof are for the sole benefit of only those persons, except that (a) the
representations, warranties, indemnities and agreements of the Company
contained in this Agreement shall also be deemed to be for the benefit of the
person or persons, if any, who control any Underwriter within the meaning of
Section 15 of the Act, and (b) the indemnity agreement of the Underwriters
contained in Paragraph 8 hereof shall be deemed to be for the benefit of
directors of the Company, officers of the Company who have signed the
Registration Statement and any person controlling the Company. Nothing in this
Agreement is intended or shall be construed to give any person, other than the
persons referred to in this Paragraph, any legal or equitable right, remedy or
claim under or in respect of this Agreement or any provision contained herein.
14. For purposes of this Agreement, "business day" means any day on which
the New York Stock Exchange, Inc. is open for trading.
15. This Agreement shall be governed by and construed in accordance with
the laws of New York.
12
<PAGE>
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this Agreement shall represent a binding agreement among the Company
and the several Underwriters.
Very truly yours,
BELL ATLANTIC - WASHINGTON, D.C., INC.
By
---------------------------------------
Name:
Title:
The foregoing Agreement is hereby confirmed
and accepted as of the date first above
written.
[ ]
--------------------
By
--------------------------
Name:
Title:
For itself and as Representative of the other Underwriters named in Schedule II
to the foregoing Agreement.
13
<PAGE>
SCHEDULE I
<TABLE>
<S> <C>
Underwriting Agreement dated , 1998.
Registration Statement Nos.
Representatives and Addresses:
Underwritten Securities Designation:
Principal amount: $
Indenture: Indenture dated as of February 1, 1993 from Bell
Atlantic - Washington, D.C., Inc., to Crestar Bank, as
Trustee.
Date of Maturity:
Interest Rate:
Purchase Price: % of the principal amount thereof.
Redemption Provisions:
Authorized Denominations: $1,000 and integral multiples thereof.
Stock Exchange Listing: None.
Delivery Date, Time and Location: , 1998 at 10:00 a.m. at the offices of Simpson
Thacher & Bartlett, 425 Lexington Avenue, New York,
NY 10017.
</TABLE>
<PAGE>
SCHEDULE II
<TABLE>
<CAPTION>
Principal
Amount of
Underwritten
Name of Underwriter Securities
- --------------------- ---------------
<S> <C>
$
Total
------------
$
============
</TABLE>
<PAGE>
EXHIBIT A
$
BELL ATLANTIC - WASHINGTON, D.C., INC.
DEBT SECURITIES
DELAYED DELIVERY CONTRACT
[DATE]
BELL ATLANTIC - WASHINGTON, D.C., INC.
1710 H Street, N.W.
Washington, D.C. 20006
Dear Sirs:
The undersigned hereby agrees to purchase from Bell Atlantic - Washington,
D.C., Inc., a New York corporation ("Company"), and the Company hereby agrees
to sell to the undersigned,
$
principal amount of the Company's above-captioned securities ("Securities"),
offered by the Company's prospectus dated , 199 , as supplemented by the
prospectus supplement dated , 199 (collectively, the "Prospectus"),
receipt of a copy of which is hereby acknowledged, at a purchase price of % of
the principal amount thereof plus accrued interest from , 199 to the
Delivery Date (as defined in the next paragraph) and on the further terms and
conditions set forth in this Contract.
Payment for and delivery of the Securities to be purchased by the
undersigned shall be made on , 199 , herein called the "Delivery Date".
At 10:00 A.M., New York time, on the Delivery Date, the Securities to be
purchased by the undersigned hereunder will be delivered by the Company to the
undersigned, and the undersigned will accept delivery of such Securities and
will make payment to the Company of the purchase price therefor, at the office
of . Payment will be certified or official bank check payable in next-day
funds settled through the New York Clearing House to or upon the order of the
Company.
This Contract will terminate and be of no further force and effect after
, 199 , unless (i) on or before such date it shall have been executed and
delivered by both parties hereto or (ii) the Company shall have sold to the
Underwriters named in the Prospectus the Immediate Delivery Underwritten
Securities (as defined in the Underwriting Agreement referred to in the
Prospectus) and the Company shall have mailed or delivered to the undersigned
at its address set forth below a notice to that effect, stating the date of the
occurrence thereof, accompanied by copies of the opinion of counsel for the
Company delivered to such Underwriters pursuant to Paragraph 10(d) of the
Underwriting Agreement.
The obligation of the undersigned to accept delivery and make payment for
the Securities on the Delivery Date will be subject to the condition that the
Securities shall not, on the Delivery Date, be an investment prohibited by the
laws of the jurisdiction to which the undersigned is subject, the undersigned
hereby representing that such an investment is not so prohibited on the date
hereof. This Contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors but will not be assignable by
either party hereto without the written consent of the other.
<PAGE>
It is understood that acceptance of any Delayed Delivery Contract (as
defined in said Underwriting Agreement) is in the Company's sole discretion
and, without limiting the foregoing, need not be on a first-come, first-served
basis. If this Contract is acceptable to the Company, it is requested that the
Company sign the form of acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address set forth below. This
will become a binding contract between the Company and the undersigned when
such counterpart is so mailed or delivered.
Very truly yours,
By
---------------------------------------
-----------------------------------------
Title
-----------------------------------------
Address
Accepted as of
BELL ATLANTIC - WASHINGTON, D.C., INC.
By
--------------------------------------
Title
EXHIBIT 5-a
<TABLE>
<CAPTION>
<S> <C>
Bell Atlantic - Washington, D.C., Inc. John M. Walker
1710 H Street, NW Vice President and General Counsel, Secretary
11th Floor
Washington, D.C. 20006 [BELL ATLANTIC LOGO]
202 392-5296 Fax 202 887-9195
E-Mail: [email protected]
</TABLE>
September 30, 1998
Bell Atlantic - Washington, D.C., Inc.
1710 H Street, N.W.
Washington, D.C. 20006
Re: Registration Statement
on Form S-3 under the Securities Act of 1933
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-3 (which also
constitutes Post-Effective Amendment No. 1 to Registration Statement No.
33-53234) (the "Registration Statement") which Bell Atlantic - Washington, D.C.,
Inc., a New York corporation (the "Company"), is filing with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, registering
one or more series of up to $40,000,000 of aggregate principal amount of debt
securities (the "Securities") of the Company, to be issued under an Indenture
dated as of February 1, 1993 between the Company and Crestar Bank, Trustee.
I am Vice President and General Counsel of the Company. I [or members of
my staff] have reviewed the Registration Statement, the Company's Certificate of
Incorporation and By-Laws, resolutions adopted by the Board of Directors of the
Company, and such other documents and records as deemed appropriate for the
purpose of giving this opinion.
Based upon the foregoing, it is my opinion that:
1. The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of
New York.
<PAGE>
Bell Atlantic-Washington, D.C., Inc.
Page 2
2. The execution and delivery of the Indenture have been duly
authorized by the Company by appropriate corporate action,
and assuming due authorization, execution and delivery
thereof by the Trustee, the Indenture is a valid and binding
agreement in accordance with its terms.
3. Upon issuance of the Securities, in accordance with the
terms of the resolutions relating thereto of the Board of
Directors of the Company and the Indenture, and receipt of
payment therefor, and in accordance with the terms of
legally required consents, approvals, authorizations and
other orders of the Securities and Exchange Commission and
any other regulatory authorities, the Securities will be
legally issued and binding obligations of the Company.
Insofar as the opinions expressed herein relate to or are dependent upon matters
governed by the laws of the State of New York, I have relied upon the opinion of
Darlene D. Kleiner, Esq., Counsel for Bell Atlantic Corporation (attached), who
is a member in good standing of the Bar of the State of New York.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission in connection with the Registration Statement
and to being named under the heading "Legal Opinions" in the Registration
Statement.
Very truly yours,
/s/ John M. Walker
John M. Walker
Attachment
<TABLE>
<CAPTION>
EXHIBIT 5-b
<S> <C>
Bell Atlantic Darlene D. Kleiner
1095 Avenue of the Americas Counsel
Room 3869
New York, NY 10036 [BELL ATLANTIC LOGO]
212 395-6299 Fax 212 575-6386
E-Mail: [email protected]
</TABLE>
September 30, 1998
Bell Atlantic - Washington, D.C., Inc.
1710 H Street, N.W.
Washington, D.C. 20006
Re: Registration Statement
on Form S-3 under the Securities Act of 1933
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-3 (the
"Registration Statement") which Bell Atlantic - Washington, D.C., Inc., a New
York corporation (the "Company"), is filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, registering one or more
series of up to $40,000,000 of aggregate principal amount of debt securities
(the "Securities") of the Company, to be issued under an Indenture dated as of
February 1, 1993 between the Company and Crestar Bank, Trustee.
I am Counsel for Bell Atlantic Corporation, the parent corporation of
the Company. I have reviewed the Registration Statement, the Company's
Certificate of Incorporation and By-Laws, resolutions adopted by the Board of
Directors of the Company, and such other documents and records as deemed
appropriate for the purpose of giving this opinion.
Based upon the foregoing, it is my opinion that:
1. The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of
New York.
2. The execution and delivery of the Indenture have been duly
authorized by the Company by appropriate corporate action,
and
<PAGE>
Bell Atlantic-Washington, D.C., Inc.
Page 2
assuming due authorization, execution and delivery thereof
by the Trustee, the Indenture is a valid and binding
agreement in accordance with its terms.
3. Upon issuance of the Securities, in accordance with the
terms of the resolutions relating thereto of the Board of
Directors of the Company and the Indenture, and receipt of
payment therefor, and in accordance with the terms of
legally required consents, approvals, authorizations and
other orders of the Securities and Exchange Commission and
any other regulatory authorities, the Securities will be
legally issued and binding obligations of the Company.
I am admitted to practice in the State of New York. This opinion
is limited to the laws of such state, the corporation laws of the State of
Delaware and the federal laws of the United States. There is no intention,
express or implied, to render this opinion under the laws of other jurisdictions
or with respect to any law not effective as of the date hereof.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.
Very truly yours,
/s/ Darlene D. Kleiner
Darlene D. Kleiner
EXHIBIT 4
THE CHESAPEAKE AND POTOMAC TELEPHONE COMPANY
and
CRESTAR BANK
Trustee
---------------
Indenture
Dated as of February 1, 1993
---------------
Providing for Issuance of
Securities in Series
<PAGE>
Reconciliation and tie between Indenture dated as of February 1, 1993 and the
Trust Indenture Act of 1939, as amended. This reconciliation section does not
constitute part of the Indenture.
<TABLE>
<CAPTION>
Trust Indenture Act Indenture
of 1939, as amended, Section Section
---------------------------- -------
<S> <C>
310(a)(1) ..................... 7.10
(a)(2) ...................... 7.10
(a)(3) ...................... Inapplicable
(a)(4) ...................... Inapplicable
(a)(5) ...................... 7.10
(b) ......................... 7.08;7.10
(c) ......................... Inapplicable
311(a) ........................ 7.11
(b) ......................... 7.11
(c) ......................... Inapplicable
312(a) ........................ 2.07
(b) ......................... 10.03
(c) ......................... 10.03
313(a) ........................ 7.06
(b)(1) ...................... Inapplicable
(b)(2) ...................... 7.06
(c) ......................... 7.06; 10.02
(d) ......................... 7.06
314(a) ........................ 4.03; 10.02
(b) ......................... Inapplicable
(c)(1) ...................... 10.04
(c)(2) ...................... 10.04
(c)(3) ...................... Inapplicable
(d) ......................... Inapplicable
(e) ......................... 10.05
(f) ......................... Inapplicable
315(a) ........................ 7.01(b)
(b) ......................... 7.05; 10.02
(c) ......................... 7.01(a)
(d) ......................... 7.01(c)
(e) ......................... 6.11
316(a)(last sentence) ......... 2.11
(a)(1)(A) ................... 6.05
(a)(1)(B) ................... 6.04
(a)(2) ...................... Inapplicable
(b) ......................... 6.07
317(a)(1) ..................... 6.08
(a)(2) ...................... 6.09
(b) ......................... 2.06
318(a) ........................ 10.01
</TABLE>
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
-----
<S> <C> <C>
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE ............................ 1
1.01 Definitions ...................................................... 1
1.02 Other Definitions ................................................ 2
1.03 Incorporation by Reference of Trust Indenture Act ................ 2
1.04 Rules of Construction ............................................ 3
ARTICLE 2 THE SECURITIES ........................................................ 3
2.01 Issuable in Series ............................................... 3
2.02 Establishment of Terms and Form of Series of Securities .......... 3
2.03 Execution, Authentication and Delivery ........................... 4
2.04 Registrar and Paying Agent ....................................... 5
2.05 Payment on Securities ............................................ 6
2.06 Paying Agent to Hold Money in Trust .............................. 6
2.07 Securityholder Lists; Ownership of Securities .................... 6
2.08 Transfer and Exchange ............................................ 7
2.09 Replacement Securities ........................................... 7
2.10 Outstanding Securities ........................................... 8
2.11 Treasury Securities .............................................. 8
2.12 Temporary Securities ............................................. 8
2.13 Cancellation ..................................................... 9
2.14 Defaulted Interest ............................................... 9
ARTICLE 3 REDEMPTION ............................................................ 9
3.01 Notice to Trustee ................................................ 9
3.02 Selection of Securities to be Redeemed ........................... 9
3.03 Notice of Redemption ............................................. 10
3.04 Effect of Notice of Redemption; Payment upon Surrender ........... 10
3.05 Deposit of Redemption Price ...................................... 10
3.06 Securities Redeemed in Part ...................................... 10
3.07 Redemption at the Option of Holders .............................. 10
ARTICLE 4 COVENANTS ............................................................. 11
4.01 Payment of Securities ............................................ 11
4.02 Lien on Assets ................................................... 11
4.03 Reports by the Company ........................................... 11
ARTICLE 5 SUCCESSOR CORPORATION ................................................. 12
5.01 When Company May Merge, etc. ..................................... 12
ARTICLE 6 DEFAULTS AND REMEDIES ................................................. 12
6.01 Events of Default ................................................ 12
6.02 Acceleration ..................................................... 13
6.03 Other Remedies Available to Trustee .............................. 13
6.04 Waiver of Existing Defaults ...................................... 13
6.05 Control by Majority .............................................. 13
6.06 Limitation on Suits by Securityholders ........................... 13
6.07 Rights of Holders to Receive Payment ............................. 13
6.08 Collection Suits by Trustee ...................................... 14
6.09 Trustee May File Proofs of Claim ................................. 14
6.10 Priorities ....................................................... 14
6.11 Undertaking for Costs ............................................ 14
ARTICLE 7 TRUSTEE ............................................................... 14
7.01 Duties of Trustee ................................................ 14
7.02 Rights of Trustee ................................................ 15
7.03 Individual Rights of Trustee ..................................... 15
7.04 Trustee's Disclaimer ............................................. 15
</TABLE>
i
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
7.05 Notice of Defaults ........................................... 15
7.06 Reports by Trustee to Holders ................................ 16
7.07 Compensation and Indemnity ................................... 16
7.08 Replacement of Trustee ....................................... 16
7.09 Successor Trustee, Agents by Merger, etc. .................... 17
7.10 Eligibility; Disqualification ................................ 17
7.11 Preferential Collection of Claims Against Company ............ 17
ARTICLE 8 DISCHARGE OF INDENTURE ............................................ 18
8.01 Termination of Company's Obligations ......................... 18
8.02 Application of Trust Money ................................... 18
8.03 Excess or Unclaimed Money .................................... 18
8.04 Indemnity for Government Obligations ......................... 18
ARTICLE 9 AMENDMENTS AND WAIVERS ............................................ 19
9.01 Without Consent of Holders ................................... 19
9.02 With Consent of Holders ...................................... 19
9.03 Compliance with Trust Indenture Act .......................... 19
9.04 Revocation and Effect of Consents ............................ 19
9.05 Notation on or Exchange of Securities ........................ 20
9.06 Trustee Protected ............................................ 20
9.07 Execution of Supplemental Indentures ......................... 20
ARTICLE 10 MISCELLANEOUS ..................................................... 20
10.01 Trust Indenture Act Controls ................................ 20
10.02 Notices ..................................................... 20
10.03 Communication by Holders with Other Holders ................. 21
10.04 Certificate and Opinion as to Conditions Precedent .......... 21
10.05 Statements Required in Certificate or Opinion ............... 21
10.06 Rules by Trustee and Agents ................................. 21
10.07 Legal Holidays .............................................. 21
10.08 Governing Law ............................................... 22
10.09 No Adverse Interpretation of Other Agreements ............... 22
10.10 No Recourse Against Others .................................. 22
10.11 Execution in Counterparts ................................... 22
SIGNATURES ................................................................... 22
</TABLE>
ii
<PAGE>
INDENTURE dated as of February 1, 1993, between THE CHESAPEAKE AND POTOMAC
TELEPHONE COMPANY, a New York corporation ("Company"), and CRESTAR BANK, a
Banking Corporation duly organized and existing under the laws of The
Commonwealth of Virginia ("Trustee").
RECITALS OF THE COMPANY
The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its debentures,
notes or other evidences of indebtedness ("Securities") as herein provided.
All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.
For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, and intending to be legally bound hereby, it
is mutually covenanted and agreed as follows for the equal and ratable benefit
of the Holders of the Securities:
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01. Definitions.
"Affiliate" means any person directly or indirectly controlling or
controlled by, or under direct or indirect common control with, the Company.
"Agent" means any Paying Agent or Registrar.
"Authorized Newspaper" means a newspaper of general circulation, in the
official language of the country of publication or in the English language,
customarily published on each business day. Whenever successive weekly
publications in an Authorized Newspaper are required hereunder they may be made
(unless otherwise expressly provided herein) on the same or different days of
the week and in the same or different Authorized Newspapers.
"Board of Directors" means the Board of Directors of the Company or any
duly authorized committee thereof.
"Board Resolution" means a copy of a resolution of the Board of Directors,
certified by the Secretary or an Assistant Secretary of the Company to have
been adopted by the Board of Directors and to be in full force and effect on
the date of the certificate, and delivered to the Trustee.
"Company" means the party named as such in this Indenture until a
successor replaces it and thereafter means the successor.
"Company Order" means an order signed by two Officers or by any Officer
and an Assistant Treasurer or an Assistant Secretary of the Company.
"Default" means any event which is, or after notice or passage of time
would be, an Event of Default.
"Holder" or "Securityholder" means a bearer of an Unregistered Security or
of a coupon appertaining thereto or a person in whose name a Registered
Security is registered on the Registrar's books.
"Indenture" means this Indenture as amended or supplemented from time to
time and shall include the forms and terms of particular Series of Securities
established as contemplated hereunder.
"Officer" means the President, any Vice-President, the Treasurer, the
Secretary or the Controller of the Company and the Chairman or a Vice-Chairman
of the Board of Directors, if any.
"Officers' Certificate, means a certificate signed by two Officers or by
any Officer and an Assistant Treasurer or an Assistant Secretary of the
Company.
"Opinion of Counsel" means a written opinion of legal counsel who is
acceptable to the Company and the Trustee. The counsel may be an employee of or
counsel to the Company or the Trustee.
1
<PAGE>
"Original Issue Discount Security" means any Security which provides for
an amount less than the stated principal amount thereof to be due and payable
upon declaration of acceleration of the maturity thereof pursuant to Section
6.02.
"principal" of a Security means the principal of the Security plus, when
appropriate, the premium, if any, on the Security.
"Registered Security" means any Security issued hereunder and registered
as to principal and interest by the Registrar.
"Responsible Officer", when used with respect to the Trustee, shall mean
the chairman or any vice-chairman of the board of directors or trustees, the
chairman or any vice-chairman of the executive committee of the board of
directors or trustees, the president, any vice-president, the treasurer, the
secretary, any trust officer, any second or assistant vice-president or any
other officer or assistant officer of the Trustee customarily performing
functions similar to those performed by the persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of his knowledge of and familiarity with a particular subject.
"SEC" means the Securities and Exchange Commission.
"Series" or "Series of Securities" means a series of Securities.
"Securities" means the debentures, notes or other obligations of the
Company issued, authenticated and delivered under this Indenture.
"TIA" means the Trust Indenture Act of 1939, as amended from time to time
(15 U.S.C.[sec][sec] 77aaa-77bbbb) and references to Sections of the TIA herein
shall include successor Sections, if applicable.
"Trustee" means the party named as such in this Indenture until a
successor replaces it and thereafter means the successor and if, at any time,
there is more than one Trustee, "Trustee" as used with respect to the
Securities of any Series shall mean the Trustee with respect to that Series.
"U.S. person" means a citizen, national or resident of the United States,
a corporation, partnership or other entity created or organized in or under the
laws of the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States is includible in
gross income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.
"Unregistered Security" means any Security issued hereunder which is not a
Registered Security.
"Yield to Maturity" means the yield to maturity, calculated by the Company
at the time of issuance of a Series of Securities or, if applicable, at the
most recent determination of interest on such Series in accordance with
accepted financial practice.
SECTION 1.02. Other Definitions.
<TABLE>
<CAPTION>
Term Section
---- -------
<S> <C>
"Bankruptcy Law ....................... 6.01
"Custodian ............................ 6.01
"Event of Default" .................... 6.01
"Legal Holiday ........................ 10.07
"Paying Agent" ........................ 2.04
"Registrar" ........................... 2.04
"U.S. Government Obligations" ......... 8.01
</TABLE>
SECTION 1.03. Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:
"Commission" means the SEC.
"indenture securities" means the Securities.
"indenture security holder" means a Holder or a Securityholder.
2
<PAGE>
"indenture to be qualified" means this Indenture.
"indenture trustee" or "institutional trustee" means the Trustee.
"obligor" on the indenture securities means the Company.
All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the
TIA have the meanings assigned to them therein.
SECTION 1.04. Rules of Construction.
Unless the context otherwise requires:
(1) a term has the meaning assigned to it;
(2) an accounting term not otherwise defined has the meaning assigned to
it in accordance with generally accepted accounting principles;
(3) "or" is not exclusive; and
(4) words in the singular include the plural, and words in the plural
include the singular.
ARTICLE 2
THE SECURITIES
SECTION 2.01. Issuable in Series.
The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued
in one or more Series.
There may be Registered Securities and Unregistered Securities within a
Series and the Unregistered Securities may be subject to such restrictions, and
contain such legends, as may be required by United States laws and regulations.
All Securities within a Series shall be substantially identical except as may
otherwise be provided in or pursuant to a Board Resolution or indenture
supplemental hereto. Subject to the immediately preceding sentence, Securities
may differ in any respect; provided that all Securities shall be equally and
ratably entitled to the benefits of this Indenture.
SECTION 2.02. Establishment of Terms and Form of Series of Securities.
(a) At or prior to the issuance of any Series of Securities, the following
shall be established either by or pursuant to a Board Resolution or by an
indenture supplemental hereto:
(1) the title of the Securities of the Series (which title shall
distinguish the Securities of the Series from the Securities of any other
Series and from any other Securities issued by the Company);
(2) any limit upon the aggregate principal amount of the Securities of
the Series which may be authenticated and delivered under this Indenture
(which limit shall not pertain to Securities authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other
Securities of the Series pursuant to Sections 2.08, 2.09, 2.12, 3.06 or
9.05);
(3) the date or dates on which the principal of the Securities of the
Series is payable;
(4) the rate or rates at which the Securities of the Series shall bear
interest, if any, or the method of calculating such rate or rates of
interest, the date or dates from which such interest shall accrue, the
dates on which such interest shall be payable and, with respect to
Registered Securities, the record date for the interest payable on any
interest payment date;
(5) the place or places where the principal of and interest on Registered
and Unregistered, if any, Securities of the Series shall be payable;
(6) the period of periods within which, the price or prices at which, and
the terms and conditions upon which, Securities of the Series may be
redeemed, in whole or in part, at the option of the Company;
3
<PAGE>
(7) the obligation, if any, of the Company to redeem or purchase
Securities of the Series pursuant to any sinking fund or analogous
provisions or upon the happening of a specified event or at the option of
a Holder thereof and the period or periods within which, the price or
prices at which, and the terms and conditions upon which, Securities of
the Series shall be redeemed or purchased, in whole or in part, pursuant
to such obligation;
(8) if in other than denominations of S1,000 and any integral multiple
thereof, the denominations in which Securities of the Series shall be
issuable;
(9) if other than the principal amount thereof, the portion of the
principal amount of Securities of the Series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section
6.02;
(10) whether Securities of the Series shall be issuable as Registered
Securities or Unregistered Securities (with or without interest coupons),
or both, and any restrictions applicable to the offering, sale or delivery
of Unregistered Securities and whether, and the terms upon which,
Unregistered Securities of a Series may be exchanged for Registered
Securities of the same Series and vice versa;
(11) whether and under what circumstances the Company will pay additional
amounts on the Securities of that Series held by a person who is not a
U.S. person in respect of taxes or similar charges withheld or deducted
and, if so, whether the Company will have the option to redeem such
Securities rather than pay such additional amounts;
(12) the currency or currencies, which may be a composite currency such
as the European Currency Unit, of payment of principal of and premium, if
any, and interest on the Debt Securities, if other than U.S. dollars;
(13) any other terms of the Series (which terms shall not be inconsistent
with the provisions of this Indenture) including any terms which may be
required by or advisable under United States laws or regulations or
advisable in connection with the marketing of Securities of that Series;
(14) the form of the Securities (or forms thereof if Unregistered and
Registered Securities shall be issuable in such Series, including such
legends as may be required by United States laws or regulations, the form
of any coupons or temporary global Security which may be issued and the
forms of any certificates which may be required hereunder or under United
States laws or regulations in connection with the offering, sale, delivery
or exchange of Unregistered Securities); and
(15) the extent to which any Securities will be issuable in temporary or
permanent global form, and the manner in which any payments on a temporary
or permanent global Security will be made.
(b) If the terms and form or forms of any Series of Securities are
established by or pursuant to a Board Resolution, the Company shall deliver a
copy of such Board Resolution to the Trustee at or prior to the issuance of
such Series with (1) the form or forms of Security which have been approved
attached thereto, or (2) if such Board Resolution authorizes a specific Officer
or Officers to approve the terms and form or forms of the Securities, a
certificate of such Officer or Officers approving the terms and form or forms
of Security with such form of forms of Securities attached thereto.
SECTION 2.03. Execution, Authentication and Delivery.
(a) Securities shall be executed on behalf of the Company by its Chairman
of the Board of Directors or a Vice-Chairman of the Board of Directors, if any,
or the President or a Vice-President, and by its Treasurer or an Assistant
Treasurer or its Secretary or an Assistant Secretary. Signatures shall be
manual or facsimile. The Company's seal shall be reproduced on the Securities
and may, but need not, be attested. The coupons of Unregistered Securities
shall bear the facsimile signature of the Treasurer or an Assistant Treasurer
of the Company.
(b) If an Officer, an Assistant Treasurer or an Assistant Secretary whose
signature is on a Security or coupon no longer holds that office at the time
the Security is authenticated, the Security or coupon shall be valid
nevertheless.
(c) A Security shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent and no coupon shall be
valid until the Security to which it appertains has been so authenticated. Such
signature shall be conclusive evidence that the Security has been authenticated
under this Indenture. Each Unregistered Security shall be dated the date of its
original issuance and each Registered Security shall be dated the date of its
authentication.
4
<PAGE>
(d) The Trustee shall at any time, and from time to time, authenticate and
deliver Securities of any Series executed and delivered by the Company for
original issue upon receipt by the Trustee of (i) a Company Order for the
authentication and delivery of such Securities, (ii) if the terms and form or
forms of the Securities of such Series have been established by or pursuant to
a Board Resolution as permitted by Section 2.02, a copy of such Board
Resolution and any certificate that may be required pursuant to Section 2.02(b)
and (iii) an Opinion of Counsel stating:
(1) if the form of such Securities has been established by or pursuant to
a Board Resolution as permitted by Section 2.02, that such form has been
established in conformity with the provisions of this Indenture;
(2) if the terms of such Securities have been established by or pursuant
to a Board Resolution as permitted by Section 2.02, that such terms have
been established in conformity with the provisions of this Indenture; and
(3) that such Securities, when authenticated and delivered by the Trustee
and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally
binding obligations of the Company, enforceable in accordance with their
terms, subject to bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or affecting the enforcement of
creditors' rights and to general equity principles.
If the terms and form or forms of such Securities have been established by
or pursuant to a Board Resolution as permitted by Section 2.02, the Trustee
shall not be required to authenticate such Securities if the issue of such
Securities pursuant to this Indenture will materially and adversely affect the
Trustee's own rights, duties or immunities under the Securities and this
Indenture or otherwise in a manner which is not reasonably acceptable to the
Trustee.
Notwithstanding the foregoing, (i) delivery of Unregistered Securities
will be made only outside the United States and its possessions and (ii)
Unregistered Securities will be released in definitive form to the person
entitled to physical delivery thereof only upon presentation of a certificate
in the form prescribed by the Company, until such time as the Company has
notified the Trustee and the Registrar that upon delivery of Unregistered
Securities under any other circumstances, the Company would not suffer adverse
consequences under the provisions of United States law or regulations in effect
at the time of the delivery of Unregistered Securities.
(e) The aggregate principal amount of Securities of any Series outstanding
at any time may not exceed any limit upon the maximum principal amount for such
Series set forth in the Board Resolution (or certificate of an Officer or
Officers) or supplemental indenture pursuant to Section 2.02.
(f) The Trustee may appoint an authenticating agent to authenticate
Securities. An authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Company or an Affiliate.
SECTION 2.04. Registrar and Paying Agent.
The Company shall maintain in the United States an office or agency where
Registered Securities may be presented for registration of transfer or for
exchange ("Registrar") and an office or agency where (subject to Sections 2.05
and 2.08) Securities may be presented for payment or, in the case of
Unregistered Securities, for exchange ("Paying Agent"). With respect to any
Series of Securities issued in whole or in part as Unregistered Securities, the
Company shall maintain one or more Paying Agents located outside the United
States and its possessions and shall maintain such Paying Agents for a period
of two years after the principal of such Unregistered Securities has become due
and payable. During any period thereafter for which it is necessary in order to
conform to United States tax law or regulations, the Company will maintain a
Paying Agent outside the United States and its possessions to which the
Unregistered Securities or coupons appertaining thereto may be presented for
payment and will provide the necessary funds therefor to such Paying Agent upon
reasonable notice. The Registrar shall keep a register with respect to each
Series of Securities issued in whole or in part as Registered Securities and
with respect to their transfer and exchange. The Company may appoint one or
more co-Registrars and one or more additional Paying Agents for each Series of
Securities and the Company may terminate the appointment of any co-Registrar or
Paying Agent at any time upon written notice. The term "Registrar" includes any
co-Registrar. The term "Paying Agent" includes any additional Paying Agent. The
Company shall notify the Trustee of the name and address of any Agent not a
party to this Indenture. If the Company fails to maintain a Registrar or Paying
Agent, the Trustee shall act as such.
The Company initially appoints the Trustee as Registrar and Paying Agent.
5
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SECTION 2.05. Payment on Securities.
(a) Subject to the following provisions, the Company will pay to the
Trustee the amounts, in such coin or currency as is at the time legal tender
for the payment of public or private debt, at the times and for the purposes
set forth herein and in the text of the Securities for each Series, and the
Company hereby authorizes and directs the Trustee from funds so paid to it to
make or cause to be made payment of the principal of and interest, if any, on
the Securities and coupons of each Series as set forth herein and in the text
of such Securities and coupons. The Trustee will arrange directly with any
Paying Agents for the payment, or the Trustee will make payment, from funds
furnished by the Company, of the principal of and interest, if any, on the
Securities and coupons of each Series by check.
(b) Interest, if any, on Registered Securities of a Series shall be paid
on each interest payment date for such Series to the Holder thereof at the
close of business on the relevant record dates specified in the Securities of
such Series. Interest may be payable by check mailed to such Holder's address
as it appears on the register for Securities of such Series. Principal of
Registered Securities shall be payable only against presentation and surrender
thereof at the office of the Paying Agent, unless the Company shall have
otherwise instructed the Trustee by Company Order.
(c) To the extent provided in the Securities of a Series, (i) interest, if
any, on Unregistered Securities shall be paid only against presentation and
surrender of the coupons for such interest installments as are evidenced
thereby as they mature and (ii) original issue discount (as defined in Section
1273 of the Internal Revenue Code of 1986, as amended), if any, on Unregistered
Securities shall be paid only against presentation and surrender of such
Securities; in either case at the office of a Paying Agent located outside of
the United States and its possessions, unless the Company shall have otherwise
instructed the Trustee by Company Order. Principal of Unregistered Securities
shall be paid only against presentation and surrender thereof as provided in
the Securities of a Series. If at the time a payment of principal of or
interest, if any, or original issue discount, if any, on an Unregistered
Security or coupon shall become due, the payment of the full amount so payable
at the office or offices of all the Paying Agents outside the United States and
its possessions is illegal or effectively precluded because of the imposition
of exchange controls or other similar restrictions on the payment of such
amount in United States currency, then the Company may instruct the Trustee to
make such payments at the office of a Paying Agent located in the United
States, provided that provision for such payment in the United States would not
cause such Unregistered Security to be treated as a "registration- required
obligation" under United States law and regulations.
SECTION 2.06. Paying Agent to Hold Money in Trust.
The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust, for the benefit of
Securityholders of any Series of Securities, or the Trustee, all money held by
the Paying Agent for the payment of principal or interest on such Series of
Securities, and that the Paying Agent will notify the Trustee of any default by
the Company in making any such payment. While any such default continues, the
Trustee may require a Paying Agent to pay all money held by it to the Trustee.
If the Company or a subsidiary acts as Paying Agent, it shall segregate the
money held by it for the payment of principal or interest on any Series of
Securities and hold such money as a separate trust fund. The Company at any
time may require a Paying Agent to pay all money held by it to the Trustee.
Upon so doing the Paying Agent shall have no further liability for the money so
paid.
SECTION 2.07. Securityholder Lists; Ownership of Securities.
(a) The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders of each Series of Securities. If the Trustee is not the Registrar, the
Company shall furnish to the Trustee as of (and not later than ten days after)
the record date for payment of interest on each Series of Securities (but in
any event not less than semiannually), and at such other times as the Trustee
may request in writing, a list, in such form and as of such date as the Trustee
may reasonably require, containing all the information in the possession or
control of the Registrar, the Company or any of its Paying Agents other than
the Trustee as to the names and addresses of Holders of each such Series of
Securities. If there are Unregistered Securities of any Series outstanding,
even if the Trustee is the Registrar, the Company shall furnish to the Trustee
such a list containing such information with respect to Holders of such
Unregistered Securities only.
(b) Ownership of Registered Securities of a Series shall be proved by the
register for such Series kept by the Registrar. Ownership of Unregistered
Securities may be proved by the production of such Unregistered Securities or
by a certificate or affidavit executed by the person holding such Unregistered
Securities or by a depository with
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whom such Unregistered Securities were deposited, if the certificate or
affidavit is satisfactory to the Company. The Company, the Trustee and any
agent of the Company may treat the bearer of any Unregistered Security or
coupon and the person in whose name a Registered Security is registered as the
absolute owner thereof for all purposes.
SECTION 2.08. Transfer and Exchange.
(a) Where Registered Securities of a Series are presented to the Registrar
with a request to register their transfer or to exchange them for an equal
principal amount of Registered Securities of the same Series and date of
maturity of other authorized denominations, the Registrar shall register the
transfer or make the exchange if its requirements for such transactions are
met. The registration of transfer or exchange shall be effective only by the
surrender of the Registered Securities and the issuance by the Company and
authentication by the Trustee of replacement Registered Securities.
(b) If both Registered and Unregistered Securities are authorized for a
Series of Securities and the terms of such Securities permit, (i) Unregistered
Securities may be exchanged for an equal principal amount of Registered Or
Unregistered Securities of the same Series and date of maturity in any
authorized denominations upon delivery to the Registrar (or a Paying Agent, if
the exchange is for Unregistered Securities) of the Unregistered Security with
all unmatured coupons and all matured coupons in default appertaining thereto
and if all other requirements of the Registrar (or such Paying Agent) and such
Securities for such exchange are met, and (ii) Registered Securities may be
exchanged for an equal principal amount of Unregistered Securities of the same
Series and date of maturity in any authorized denominations (except that any
coupons appertaining to such Unregistered Securities which have matured and
have been paid shall be detached) upon delivery to the Registrar of the
Registered Securities and if all other requirements of the Registrar (or the
Paying Agent to which the Registrar forwards such Unregistered Securities) and
such Securities for such exchange are met.
Notwithstanding the foregoing, the exchange of Unregistered Securities for
Registered Securities or Registered Securities for Unregistered Securities will
be subject to the satisfaction of the provisions of United States law and
regulations in effect at the time of such exchange, and no exchange of
Registered Securities for Unregistered Securities will be made until the
Company has notified the Trustee and the Registrar that, as a result of such
exchange, the Company would not suffer adverse consequences under such law or
regulations.
(c) To permit registrations of transfers and exchanges, the Trustee shall
authenticate Securities upon surrender of Securities for registration of
transfer or for exchange as provided in this Section. The Company will not make
any charge for any registration of transfer or exchange but may require the
payment by the party requesting such registration of transfer or exchange of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
(d) Neither the Company nor the Registrar shall be required (i) to issue,
register the transfer of or exchange Securities of any Series for the period of
15 days immediately preceding the selection of any such Securities to be
redeemed, (ii) to register the transfer of or exchange Securities of any Series
selected, called or being called for redemption as a whole or the portion being
redeemed of any such Securities selected, called or being called for redemption
in part, or (iii) to register the transfer of or exchange Securities of any
Series as to which the Holder has exercised an option to require redemption of
such Security prior to the stated maturity date thereof.
(e) Unregistered Securities or any coupons appertaining thereto shall be
transferable by delivery.
SECTION 2.09. Replacement Securities.
(a) If a mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee, the Company shall issue and
the Trustee shall authenticate a replacement Registered Security, if such
surrendered security was a Registered Security, or a replacement Unregistered
Security with coupons corresponding to the coupons appertaining to the
surrendered Security, if such surrendered Security was an Unregistered
Security, of the same Series and date of maturity, if the Trustee's
requirements are met.
(b) If the Holder of a Security claims that the Security or any coupon
appertaining thereto has been lost, destroyed or wrongfully taken, the Company
shall execute and the Trustee shall authenticate a replacement Registered
Security, if such Holder's claim pertains to a Registered Security, or a
replacement Unregistered Security with coupons corresponding to the coupons
appertaining to the lost, destroyed or wrongfully taken Unregistered Security
or the Unregistered Security to which such lost, destroyed or wrongfully taken
coupon appertains, if such Holder's claim
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pertains to an Unregistered Security, of the same Series and date of maturity,
if the Trustee's requirements are met; provided, however, that the Trustee or
the Company may require any such Holder to provide to the Trustee or the
Company security or indemnity sufficient in the judgment of the Company and the
Trustee to protect the Company, the Trustee, any Agent or any authenticating
agent from any loss which any of them may suffer if a Security is replaced. The
Company may charge the party requesting a replacement Security for its
expenses, and any associated taxes, in replacing a Security.
(c) Every replacement Security is an additional obligation of the Company.
(d) The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities or coupons.
SECTION 2.10. Outstanding Securities.
(a) Securities outstanding at any time are all Securities authenticated by
the Trustee except for those cancelled by it, those delivered to it for
cancellation, and those described in this Section as not outstanding.
(b) If a Security is replaced pursuant to Section 2.09, it ceases to be
outstanding until the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.
(c) If the Paying Agent holds on a redemption date or maturity date money
sufficient to pay all amounts due on that date on Securities of any Series,
then on and after that date all Securities of such Series that mature or that
are to be redeemed on such date cease to be outstanding and interest on them
ceases to accrue.
(d) A Security does not cease to be outstanding because the Company or an
Affiliate holds the Security.
(e) In determining whether the Holders of the requisite principal amount
of outstanding Securities of any Series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether
sufficient funds are available for redemption or for any other purpose, the
principal amount of an Original Issue Discount Security that shall be deemed to
be outstanding for such purposes shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon a
declaration of acceleration of the maturity thereof pursuant to Section 6.02.
SECTION 2.11. Treasury Securities.
In determining whether the Holders of the requisite principal amount of
Securities of any Series have concurred in any direction, waiver or consent,
Securities of such Series owned by the Company or an Affiliate shall be
disregarded, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities of such Series which the Trustee knows are so owned shall be so
disregarded. Securities of such Series owned by the Company which have been
pledged in good faith may be considered by the Trustee if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right to so act
with respect to such Securities and that the pledgee is not the Company or an
Affiliate.
SECTION 2.12. Temporary Securities.
(a) Until definitive Registered Securities of any Series are ready for
delivery, the Company may prepare and execute and the Trustee shall
authenticate temporary Registered Securities of such Series. Temporary
Registered Securities of any Series shall be substantially in the form of
definitive Registered Securities of such Series but may have variations that
the Company considers appropriate for temporary Securities. Every temporary
Registered Security shall be executed by the Company and authenticated by the
Trustee, and registered by the Registrar, upon the same conditions, and with
like effect, as a definitive Registered Security. Without unreasonable delay,
the Company shall prepare and the Trustee shall authenticate definitive
Registered Securities of the same Series and date of maturity in exchange for
temporary Registered Securities.
(b) Until definitive Unregistered Securities of any Series arc ready for
delivery, the Company may prepare and execute and the Trustee shall
authenticate one or more temporary Unregistered Securities, which may have
coupons attached or which may be in the form of a single temporary global
Unregistered Security of that Series. The temporary Unregistered Security or
Securities of any Series shall be substantially in the form approved by or
pursuant to a Board Resolution and shall be delivered to one of the Paying
Agents located outside the United States and its possessions or to such other
person or persons as the Company shall direct against such certification as the
Company may from
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time to time prescribe by or pursuant to a Board Resolution. The temporary
Unregistered Security or Securities of a Series shall be executed by the
Company and authenticated by the Trustee upon the same conditions, and with
like effect, as a definitive Unregistered Security of such Series, except as
provided herein or therein. A temporary Unregistered Security or Securities
shall be exchangeable for definitive Unregistered Securities at the time and on
the conditions, if any, specified in the temporary Security.
Upon any exchange of a part of a temporary Unregistered Security of a
Series for definitive Unregistered Securities of such Series, the temporary
Unregistered Security shall be endorsed by the Trustee or Paying Agent to
reflect the reduction of its principal amount by an amount equal to the
aggregate principal amount of definitive Unregistered Securities of such Series
so exchanged and endorsed.
SECTION 2.13. Cancellation.
The Company at any time may deliver Securities and coupons to the Trustee
for cancellation. The Registrar and the Paying Agent shall forward to the
Trustee any Securities and coupons surrendered to them for registration of
transfer or for exchange or payment. The Trustee shall cancel all Securities
and coupons surrendered for registration of transfer, or for exchange, payment
or cancellation and may dispose of cancelled Securities and coupons as the
Company directs; provided, however, that any Unregistered Securities of a
Series delivered to the Trustee for exchange prior to maturity shall be
retained by the Trustee for reissue as provided herein or in the Securities of
such Series. The Company may not issue new Securities to replace Securities
that it has paid or delivered to the Trustee for cancellation.
SECTION 2.14. Defaulted Interest.
If the Company defaults on a payment of interest on a Series of
Securities, it shall pay the defaulted interest as provided in such Securities
or in any lawful manner not inconsistent with the requirements of any
securities exchange on which such Securities may be listed and acceptable to
the Trustee. With respect to Registered Securities, the Trustee may pay the
defaulted interest, plus any interest payable on the defaulted interest, to the
Holders of such Registered Securities on a subsequent special record date. The
Company shall fix such special record date and the payment date. At least 15
days before such special record date, the Company shall mail to such Holders a
notice that states the record date, the payment date and the amount of interest
to be paid, and on or before the payment date the Company shall deposit such
amount with the Trustee.
ARTICLE 3
REDEMPTION
SECTION 3.01. Notice to Trustee.
The Company may, with respect to any Series of Securities, reserve the
right to redeem and pay the Series of Securities or any part thereof, or may
covenant to redeem and pay the Series of Securities or any part thereof, before
maturity at such time and on such terms as provided for in such Securities. If
a Series of Securities is redeemable and the Company wants or is obligated to
redeem all or part of the Series of Securities pursuant to the terms of such
Securities, it shall notify the Trustee of the redemption date and the
principal amount of the Series of Securities to be redeemed. The Company shall
give such notice at least 60 days before the redemption date (or such shorter
notice as may be acceptable to the Trustee).
SECTION 3.02. Selection of Securities to be Redeemed.
If less than all the Securities of a Series are to be redeemed, the
Trustee, not more than 60 days prior to the redemption date, shall select the
Securities of the Series to be redeemed by a method that complies with the
requirements of any stock exchange on which the Securities of the Series are
listed and that the Trustee shall deem fair and appropriate or, if the
Securities are not listed on any stock exchange, then such Securities shall be
redeemed on a pro rata basis or by lot, as the Trustee may elect. The Trustee
shall make the selection from Securities of the Series that are outstanding and
that have not previously been called for redemption. Securities of the Series
and portions of them selected by the Trustee shall be in amounts of $1,000 or
integral multiples of $1,000 or, with respect to Securities of any Series
issuable in other denominations pursuant to Section 2.02(a)(8), in amounts
equal to the minimum principal denomination for each such Series and integral
multiples thereof. Provisions of this Indenture
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that apply to Securities of a Series called for redemption also apply to
portions of Securities of that Series called for redemption. The Trustee shall
promptly notify the Company in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption,
the principal amount thereof to be redeemed.
SECTION 3.03. Notice of Redemption.
(a) At least 30 days but not more than 60 days before a redemption date,
the Company shall mail a notice of redemption by certified mail to each Holder
of Registered Securities that are to be redeemed.
(b) If Unregistered Securities arc to be redeemed, notice of redemption
shall be published in an Authorized Newspaper in each of The City of New York,
London and, if such Securities to be redeemed are listed on the Luxembourg
Stock Exchange, Luxembourg once in each of four successive calendar weeks, the
first publication to be not less than 30 nor more than 60 days before the
redemption date.
(c) All notices shall identify the Series of Securities to be redeemed and
shall state:
(1) the redemption date;
(2) the redemption price;
(3) if less than all the outstanding Securities of a Series are to be
redeemed, the identification (and, in the case of partial redemption, the
principal amounts) of the particular Securities to be redeemed,
(4) the name and address of the Paying Agent;
(5) that Securities of the Series called for redemption and all unmatured
coupons, if any, appertaining thereto must be surrendered to the Paying
Agent to collect the redemption price; and
(6) that interest on Securities of the Series called for redemption will
cease to accrue on and after the redemption date.
At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense.
SECTION 3.04. Effect of Notice of Redemption; Payment upon Surrender.
Once notice of redemption is mailed or published, Securities of a Series
called for redemption become due and payable on the redemption date. Upon
surrender to the Paying Agent of Securities to be redeemed together with all
unmatured coupons, if any, appertaining thereto, such Securities shall be paid
at the redemption price plus accrued interest to the redemption date, but
installments of interest due on or prior to the redemption date will be
payable, in the case of Unregistered Securities, to the bearers of the coupons
for such interest upon surrender thereof, and, in the case of Registered
Securities, to the Holders of such Securities of record at the close of
business on the relevant record dates.
SECTION 3.05. Deposit of Redemption Price.
On or before the redemption date, the Company shall deposit with the
Trustee money sufficient to pay the redemption price of and (unless the
redemption date shall be an interest payment date) interest accrued to the
redemption date on all Securities to be redeemed on that date. Such money shall
be held in trust by the Trustee for the Holders of such Securities.
SECTION 3.06. Securities Redeemed in Part.
Upon surrender of a Security that is redeemed in part, the Company shall
issue and the Trustee shall authenticate for the Holder of that Security, a new
Security or Securities of the same Series, the same form and the same maturity
in authorized denominations equal in aggregate principal amount to the
unredeemed portion of the Security surrendered.
SECTION 3.07. Redemption at the Option of Holders.
Securities of any Series which are redeemable at the option of the Holders
thereof before the stated maturity date or dates of such Securities shall be
redeemed in accordance with the terms of the Series of the Securities, as set
forth in such Securities or as established by or pursuant to the Board
Resolution or supplemental indenture relating
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to such Series. Sections 3.01 (second and third sentences), 3.02, 3.03 and 3.04
(first sentence) shall not apply to any redemption of a Security to be made at
the option of the Holder.
ARTICLE 4
COVENANTS
SECTION 4.01. Payment of Securities.
The Company shall pay the principal of and interest on the Securities on
the dates and in the manner provided herein and in the Securities. An
installment of principal or interest shall be considered paid on the date it is
due if the Trustee or Paying Agent holds on that date money designated for and
sufficient to pay the installment.
The Company shall pay interest on overdue principal of a Security of any
Series at the rate of interest (or Yield to Maturity in the Case of Original
Issue Discount Securities) borne by such Security; to the extent lawful, it
shall pay interest on overdue installments of interest at the same rate.
SECTION 4.02. Lien on Assets.
If at any time the Company mortgages, pledges or otherwise subjects to any
lien the whole or any part of any property or assets now owned or hereafter
acquired by it, except as hereinafter provided in this Section 4.02, the
Company will secure the then-outstanding Securities, and any other obligations
of the Company which may then be outstanding and entitled to the benefit of a
covenant similar in effect to this covenant, equally and ratably with the
indebtedness or obligations secured by such mortgage, pledge or lien, for so
long as any such indebtedness or obligation is so secured. The foregoing
covenant does not apply to the creation, extension, renewal or refunding of
purchase-money mortgages or liens or other liens to which any property or asset
acquired by the Company is subject as of the date of its acquisition by the
Company, or to the making of any deposit or pledge to secure public or
statutory obligations or with any governmental agency at any time required by
law in order to qualify the Company to conduct its business or any part thereof
or in order to entitle it to maintain self-insurance or to obtain the benefits
of any law relating to workmen's compensation, unemployment insurance, old age
pensions or other social security, or with any court, board, commission or
governmental agency as security incident to the proper conduct of any
proceeding before it. Nothing contained in this Indenture prevents an Affiliate
from mortgaging, pledging or subjecting to any lien any property or assets,
whether or not acquired by such Affiliate from the Company.
SECTION 4.03. Reports by the Company.
The Company covenants:
(a) to file with the Trustee, within 15 days after the Company is
required to file the same with the SEC, copies of the annual reports and
of the information, documents and other reports (or copies of such
portions of any of the foregoing as the SEC may from time to time by rules
and regulations prescribe) which the Company may be required to file with
the SEC pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934, as amended; or, if the Company is not required to file
information, documents or reports pursuant to either of such sections,
then to file with the Trustee and the SEC, in accordance with rules and
regulations prescribed from time to time by the SEC, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to section 13 of the Securities Exchange Act of 1934, as
amended, in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules
and regulations;
(b) to file with the Trustee and the SEC, in accordance with the TIA or
the rules and regulations prescribed from time to time by the SEC, such
additional information, certificates, documents and reports with respect
to compliance by the Company with the conditions and covenants provided
for in this Indenture as may be required from time to time by the TIA and
such rules and regulations; and
(c) to transmit by mail to all Holders of Registered Securities, as the
names and addresses of such Holders appear on the register for each Series
of Securities, to such Holders of Unregistered Securities as have, within
the two years preceding such transmission, filed their names and addresses
with the Trustee for that purpose, and to each Holder whose name is then
preserved on the Trustee's list pursuant to the first sentence of Section
2.07(a), within 30 days after the filing thereof with the Trustee, such
summaries of any information, documents
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and reports required to be filed by the Company pursuant to subsections (a)
and (b) of this Section 4.03 as may be required to be so transmitted by
rules and regulations prescribed from time to time by the SEC.
ARTICLE 5
SUCCESSOR CORPORATION
SECTION 5.01. When Company May Merge, etc.
The Company may consolidate with, or merge into, or be merged into, or
transfer or lease its properties and assets substantially as an entirety to,
any person provided the person is a corporation, the person assumes by
supplemental indenture all the obligations of the Company under the Securities
and any coupons appertaining thereto and under this Indenture and, after giving
effect thereto, no Default or Event of Default shall have occurred and be
continuing. The surviving, transferee or lessee corporation shall be the
successor Company, and the predecessor Company, except in the case of a lease,
shall be relieved of all obligations under this Indenture and the Securities
and any coupons appertaining thereto.
ARTICLE 6
DEFAULTS AND REMEDIES
SECTION 6.01. Events of Default.
An "Event of Default" occurs with respect to the Securities of any Series
if:
(1) the Company defaults in the payment of interest on any Security of
that Series when the same becomes due and payable and the Default
continues for a period of 90 days;
(2) the Company defaults in the payment of the principal of any Security
of that Series when the same becomes due and payable at maturity, upon
redemption or otherwise;
(3) the Company fails to comply with any of its other agreements in the
Securities of that Series, in this Indenture or in any supplemental
indenture under which the Securities of that Series may have been issued
and the Default continues for the period and after the notice specified
below;
(4) the Company pursuant to or within the meaning of any Bankruptcy Law:
(A) commences a voluntary case,
(B) consents to the entry of an order for relief against it in an
involuntary case,
(C) consents to the appointment of a Custodian of it or for all or
substantially all of its property, or
(D) makes a general assignment for the benefit of its creditors; or
(5) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:
(A) is for relief against the Company in an involuntary case,
(B) appoints a Custodian of the Company or for all or substantially
all of its property, or
(C) orders the liquidation of the Company, and the order or decree
remains unstayed and in affect for 90 days.
The term "Bankruptcy Law" means Title 11, U.S. Code or any similar federal
or state law for the relief of debtors. The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.
A Default under clause (3) is not an Event of Default until the Trustee or
the Holders of at least 25% in principal amount of all the outstanding
Securities of that Series notify the Company (and the Trustee in the case of
notification by such Holders) of the Default and the Company does not cure the
Default within 90 days after receipt of the notice. The notice must specify the
Default, demand that it be remedied and state that the notice is a "Notice of
Default".
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SECTION 6.02. Acceleration.
If an Event of Default occurs with respect to the Securities of any Series
and is continuing, the Trustee, by notice to the Company, or the Holders of at
least 25% in principal amount of all of the outstanding Securities of that
Series, by notice to the Company and to the Trustee, may declare the principal
(or, if the Securities of that Series are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of that
Series) of all the Securities of that Series to be due and payable. Upon such
declaration, such principal (or, in the case of Original Issue Discount
Securities, such specified amount) together with all interest accrued thereon
shall be due and payable immediately. The Holders of a majority in principal
amount of all of the Securities of that Series, by notice to the Trustee, may
rescind such a declaration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default have
been cured or waived except nonpayment of principal or interest that has become
due solely because of the acceleration.
SECTION 6.03. Other Remedies Available to Trustee.
(a) If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal or interest on
the Securities of the Series that is in default or to enforce the performance
of any provision of the Securities of that Series or this Indenture.
(b) The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.
SECTION 6.04. Waiver of Existing Defaults.
The Holders of a majority in principal amount of any Series of Securities
by notice to the Trustee may waive an existing Default with respect to that
Series and its consequences except a Default in the payment of the principal of
or interest on any Security.
SECTION 6.05. Control by Majority.
The Holders of a majority in principal amount of the Securities of each
Series affected (with each such Series voting as a class) 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 it. However, the Trustee
may refuse to follow any direction that conflicts with law or this Indenture,
that is unduly prejudicial to the rights of the Securityholders of all Series
so affected, or that would involve the Trustee in personal liability.
SECTION 6.06. Limitation on Suits by Securityholders.
A Securityholder may pursue a remedy with respect to this Indenture or the
Securities of any Series only if:
(1) the Holder gives to the Trustee written notice of a continuing Event
of Default;
(2) the Holders of at least 25% in principal amount of the Securities of
that Series make a written request to the Trustee to pursue the remedy;
(3) such Holder or Holders offer to the Trustee indemnity satisfactory to
the Trustee against any loss, liability or expense to be, or which may be,
incurred by the Trustee in pursuing the remedy;
(4) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer of indemnity; and
(5) during such 60 day period, the Holders of a majority in principal
amount of the Securities of that Series do not give the Trustee a
direction inconsistent with the request.
A Securityholder of any Series may not use this Indenture to prejudice the
rights of another Securityholder of that Series or any other Series or to
obtain a preference or priority over another Securityholder of that Series or
any other Series.
SECTION 6.07. Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security to receive payment of principal and interest on the
Security, on or after the respective due dates expressed in the Security, and
the right
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of any Holder of a coupon to receive payment of interest due as provided in
such coupon, or to bring suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the
consent of such Holder.
SECTION 6.08. Collection Suits by Trustee.
If an Event of Default specified in Section 6.01(l) or (2) occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Company for the whole amount of such principal and
interest then in default.
SECTION 6.09. Trustee May File Proofs of Claim.
The Trustee may file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee and
the Securityholders allowed in any judicial proceedings relating to the
Company, its creditors or its property.
SECTION 6.10. Priorities.
If the Trustee collects any money pursuant to this Article, it shall pay
out the money in the following order:
FIRST: to the Trustee for amounts due under Section 7.07;
SECOND: to Holders of Securities in respect of which or for the benefit
of which such money has been collected for amounts due and unpaid on such
Securities for principal and interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on such
Securities for principal and interest, respectively; and
THIRD: to the Company.
Subject to Section 2.14, the Trustee may fix a record date (with respect
to Registered Securities) and payment date for any such payment to Holders of
Securities.
SECTION 6.11. Undertaking for Costs.
In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07, or a suit by Holders of more than two in principal
amount of the Securities of any Series.
ARTICLE 7
TRUSTEE
SECTION 7.01. Duties of Trustee.
(a) If an Event of Default has occurred with respect to any Security of
any Series and is continuing, the Trustee shall exercise its rights and powers
under this Indenture with respect to that Series and use the degree of care and
skill in their exercise as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.
(b) Except during the continuance of an Event of Default with respect to
any Security of any Series:
(1) The Trustee need perform only those duties with respect to that
Series that are specifically set forth in the Indenture and no implied
covenants or obligations shall be read into this Indenture against the
Trustee.
(2) In the absence of bad faith on its part, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture. However, the
Trustee shall examine the certificates and opinions to determine whether
or not they conform to the requirements of this Indenture.
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(c) The Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct, except
that:
(1) This paragraph does not limit the effect of paragraph (b) of this
Section.
(2) The Trustee shall not be liable for any error of judgment made in
good faith by a Responsible Officer, unless it is proved that the Trustee
was negligent in ascertaining the pertinent facts.
(3) The Trustee shall not be liable with respect to any action it takes
or omits to take in good faith in accordance with a direction received by
it pursuant to Section 6.05.
(d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b) and (c) of this Section.
(e) The Trustee may refuse to perform any duty or exercise any right or
power unless it receives indemnity satisfactory to it against any loss,
liability or expense.
(f) The Trustee shall not be liable to the Company for interest on any
money received by the Trustee from the Company hereunder except as the Trustee
may agree with the Company. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law.
SECTION 7.02. Rights of Trustee.
(a) The Trustee may rely on any document believed by it to be genuine and
to have been signed or presented by the proper person. The Trustee need not
investigate any fact or matter stated in the document.
(b) Before the Trustee acts or refrains from acting, it may consult with
counsel or require an Officers' Certificate or an Opinion of Counsel. The
Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on a Board Resolution, a Company Order delivered pursuant to
Section 2.05, the written advice of counsel reasonably acceptable to the
Company and the Trustee, a certificate of an Officer or Officers delivered
pursuant to Section 2.02(b), an Officers' Certificate or an Opinion of Counsel.
(c) The Trustee may act through agents and shall not be responsible for
the misconduct or negligence of any agent appointed with due care.
(d) The Trustee shall not be liable for any action it takes or omits to
take in good faith which it believes to be authorized or within its rights or
powers.
SECTION 7.03. Individual Rights of Trustee.
The Trustee in its individual or any other capacity may become the owner
or pledgee of Securities and may otherwise deal with the Company or an
Affiliate with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. However, the Trustee is subject to Sections
7.10 and 7.11.
SECTION 7.04. Trustee's Disclaimer.
The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Securities. It shall not be accountable for the Company's use
of the proceeds from the Securities or for monies paid over to the Company
pursuant to this Indenture, and it shall not be responsible for any statement
in the Securities other than its certificate of authentication.
SECTION 7.05. Notice of Defaults.
If a Default occurs and is continuing with respect to the Securities of
any Series and if it is known to the Trustee, the Trustee shall mail to each
Holder of a Security of that Series entitled to receive reports pursuant to
Section 4.03(c) (and, if Unregistered Securities of that Series are
outstanding, shall cause to be published at least once in an Authorized
Newspaper in each of The City of New York, London and, if Securities of that
Series are listed on The Luxembourg Stock Exchange, Luxembourg) notice of the
Default within 90 days after it occurs. Except in the case of a Default in
payment on the Securities of any Series, the Trustee may withhold the notice if
and so long as its corporate trust or similar committee or a committee of its
Responsible Officers in good faith determines that withholding such notice is
in the interests of Securityholders of that Series.
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SECTION 7.06. Reports by Trustee to Holders.
(a) The Trustee shall mail to each Securityholder of any Series entitled
to receive reports pursuant to Section 4.03(c) brief reports that comply with
TIA [sec] 313(a) as and when required pursuant to TIA [sec] 313(a). The Trustee
also shall comply with TIA [sec] 313(b).
(b) At the time that it mails such a report to Securityholders of any
Series, the Trustee shall file a copy of that report with the SEC and with each
stock exchange on which the Securities of that Series are listed. The Company
shall provide written notice to the Trustee when the Securities of any Series
are listed on any stock exchange.
SECTION 7.07. Compensation and Indemnity.
(a) The Company shall pay to the Trustee from time to time reasonable
compensation for its services. The Trustee's compensation shall not be limited
by any law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred by it in connection with the performance of its duties under this
Indenture. Such expenses shall include the reasonable compensation and expenses
of the Trustee's agents and counsel.
(b) The Company shall indemnify the Trustee against any loss, liability or
expense incurred by it arising out of or in connection with its acceptance or
administration of the trust or trusts hereunder. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. The Company
shall defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel. The Company need not pay for any settlement made
without its consent.
(c) The Company need not reimburse any expense or indemnify against any
loss or liability incurred by the Trustee through negligence or bad faith.
(d) To secure the payment obligations of the Company pursuant to this
Section, the Trustee shall have a lien prior to the Securities of any Series on
all money or property held or collected by the Trustee except that held in
trust to pay principal and interest on particular Securities of a Series.
(e) If the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01 (4) or (5) occurs, such expenses and the
compensation for such services are intended to constitute expenses of
administration under any Bankruptcy Law.
SECTION 7.08. Replacement of Trustee.
(a) The registration or removal of the Trustee and the appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section.
(b) The Trustee may resign with respect to the Securities of any Series by
so notifying the Company. The Holders of a majority in principal amount of the
Securities of any Series may remove the Trustee with respect to that Series by
so notifying the Trustee and the Company and may appoint a successor Trustee
for such Series with the Company's consent. The Company may remove the Trustee
with respect to Securities of any Series if:
(1) the Trustee fails to comply with Section 7.10;
(2) the Trustee is adjudged a bankrupt or an insolvent;
(3) a receiver or public officer takes charge of the Trustee or its
property; or
(4) the Trustee becomes incapable of acting.
(c) If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, with respect to Securities of any Series, the
Company shall promptly appoint a successor Trustee for such Series.
(d) If a successor Trustee with respect to the Securities of any Series
does not take office within 30 days after the retiring Trustee resigns or is
removed, the retiring Trustee, the Company or the Holder of 10% in principal
amount of the Securities of the applicable Series may petition any court of
competent jurisdiction for the appointment of a successor Trustee.
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(e) If the Trustee with respect to the Securities of any Series fails to
comply with Section 7.10, any Securityholder of the applicable Series may
petition any court of competent jurisdiction for the removal of such Trustee
and the appointment of a successor Trustee.
(f) A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee for any Series of Securities
shall become effective, and the successor Trustee shall have all the rights,
powers and duties of the retiring Trustee with respect to all Series of
Securities for which the successor Trustee is to be acting as Trustee under
this Indenture. The retiring Trustee shall promptly transfer all property held
by it as Trustee with respect to such Series of Securities to the successor
Trustee subject to the lien provided for in Section 7.07. The Company shall
give notice of each appointment of a successor Trustee for any Series of
Securities by publishing notice of such event once in an Authorized Newspaper
in each of The City of New York, London, and, if Securities of that Series are
listed on The Luxembourg Stock Exchange, Luxembourg, and by mailing written
notice of such event by first-class mail to the Holders of Securities of such
Series entitled to receive reports pursuant to Section 4.03 (c).
(g) All provisions of this Section 7.08 except subparagraphs (b)(1) and
(e) and the words "subject to the lien provided for in Section 7.07" in
subparagraph (f) shall apply also to any Paying Agent located outside the U.S.
and its possessions and required by Section 2.04.
(h) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) Series, the Company, the
retiring Trustee and such successor Trustee shall execute and deliver a
supplemental indenture wherein such successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, such successor Trustee
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those Series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or those
Series as to which the retiring Trustee is not retiring shall continue to be
vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee.
SECTION 7.09. Successor Trustee, Agents by Merger, etc.
If the Trustee or any Agent consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business assets to,
another corporation, the successor corporation, without any further act, shall
be the successor Trustee or Agent, as the case may be.
SECTION 7.10. Eligibility, Disqualification.
This Indenture shall always have a Trustee with respect to each Series of
Securities who satisfies the requirements of TIA [sec] 310(a)(1) and (5). The
Trustee (or any affiliate thereof which has unconditionally guaranteed the
obligations of the Trustee hereunder) shall always have a combined capital and
surplus of at least $25,000,000 as set forth in its most recent published
annual report of condition. The Trustee is subject to TIA [sec] 310(b), except
that there shall be excluded from the operation of TIA [sec] 310(b)(1) all
indentures of the Company, and series of securities issued thereunder, now or
hereafter existing which may be excluded under the proviso of TIA [sec]
310(b)(1), including the indentures relating to the Company's Forty Year 7-3/4%
Debentures, due November 1, 2013 and Forty Year 93/8% Debentures, due June 15,
2026, pursuant to which the Trustee acts as trustee, and all Series of
Securities issued subsequent to the issuance of the first Series of Securities
hereunder.
SECTION 7.11. Preferential Collection of Claims Against Company.
The Trustee is subject to TIA [sec] 311(a), excluding any creditor
relationship listed in TIA [sec] 311(b). A Trustee who has resigned or been
removed shall be subject to TIA [sec] 311(a) to the extent indicated.
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ARTICLE 8
DISCHARGE OF INDENTURE
SECTION 8.01. Termination of Company's Obligations.
(a) The Company reserves the right to terminate all of its obligations
under the Securities and this Indenture with respect to the Securities of any
Series or with respect to any installment of principal of or interest on that
Series if the Company irrevocably deposits in trust with the Trustee money or
U.S. Government Obligations sufficient to pay, when due, principal and interest
on the Securities of that Series to maturity or redemption or such installment
of principal or interest, as the case may be, and if all other conditions set
forth in the Securities of that Series are met. The Company shall designate the
installment or installments of principal or interest to be so satisfied.
(b) However, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06,
2.07, 2.08, 2.09, 4.01, 7.07, 7.08, 8.03, 8.04, 10.04 and 10.05 shall survive
until the Securities are no longer outstanding. Thereafter the Company's
obligations in Sections 7.07, 8.03 and 8.04 shall survive.
(c) Before or after a deposit the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date
in accordance with Article 3.
(d) After a deposit by the Company in accordance with this Section in
respect of the Securities of a Series, the Trustee upon request shall
acknowledge in writing the discharge of the Company's obligations under the
Securities of the Series in respect of which the deposit has been made and this
Indenture with respect to the Securities of that Series except for those
surviving obligations specified above.
(e) In order to have money available on a payment date to pay principal or
interest on the Securities of any Series, the U.S. Government Obligations shall
be payable as to principal or interest on or before such payment date in such
amounts as will provide the necessary money. U.S. Government Obligations shall
not be callable at the issuer's option.
(f) "U.S. Government Obligations" means:
(i) direct obligations of the United States of America for the payment of
which the full faith and credit of the United States of America is
pledged; or
(ii) obligations of a person controlled or supervised by and acting as an
agency or instrumentality of the United States of America, the payment of
which is unconditionally guaranteed as a full faith and credit obligation
by the United States of America.
SECTION 8.02. Application of Trust Money.
The Trustee shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to Section 8.01. It shall apply the deposited money
and the money from U.S. Government Obligations through the Paying Agent and in
accordance with this Indenture to the payment of principal and interest on the
Securities of each Series in respect of which the deposit shall have been made.
SECTION 8.03. Excess or Unclaimed Money.
(a) The Trustee and the Paying Agent shall promptly pay to the Company
upon request any excess money or securities held by them at any time.
(b) The Trustee and the Paying Agent shall retain the money held by them
for the payment of principal or interest that remains unclaimed until such time
as the money, or any portion thereof, is paid and delivered by the Trustee to
an appropriate state authority pursuant to the applicable abandoned property
law. Thereafter, Securityholders entitled to money which has been delivered to
a state authority as abandoned property must look to such state authority for
payment.
SECTION 8.04. Indemnity for Government Obligations.
The Company shall pay and shall indemnify the Trustee and each
Securityholder of each Series in respect of which the deposit shall have been
made against any tax, fee or other charge imposed on or assessed against
deposited U.S. Government Obligations or the principal and interest received on
such obligations.
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ARTICLE 9
AMENDMENTS AND WAIVERS
SECTION 9.01. Without Consent of Holders.
The Company and Trustee may enter into one or more supplemental indentures
without consent of any Securityholder for any of the following purposes;
(1) to cure any ambiguity, defect or inconsistency herein or in the
Securities of any Series;
(2) to comply with Article 5;
(3) to provide for uncertificated Securities in addition to or in place
of certificated Securities;
(4) to make any change that does not adversely affect the rights of any
Securityholder; or
(5) to provide for the issuance of and establish the form and terms and
conditions of Securities of any Series as provided in Section 2.02, to
establish the form of any certifications required to be furnished pursuant
to the terms of this Indenture or any Series of Securities, or to add to
the rights of the Holders of any Series of Securities.
SECTION 9.02. With Consent of Holders
(a) With the written consent of the Holders of a majority in principal
amount of the outstanding Securities of each Series affected by such
supplemental indenture (with each Series voting as a class), the Company and
the Trustee may enter into a supplemental indenture to add any provisions to or
to change or eliminate any provisions of this Indenture or of any supplemental
indenture or to modify, in each case in any manner not covered by Section 9.01,
the rights of the Securityholders of each such Series. The Holders of a
majority in principal amount of the outstanding Securities of each Series
affected by such waiver (with each Series voting as a class), by written notice
to the Trustee, may waive compliance by the Company with any provision of this
Indenture, any supplemental indenture or the Securities of any such Series
except a Default in the payment of the principal of or interest on any
Security. However, without the consent of each Securityholder affected, an
amendment or waiver may not:
(1) reduce the amount of Securities whose Holders must consent to an
amendment or waiver;
(2) change the rate of or change the time for payment of interest on any
Security;
(3) change the principal of or change the fixed maturity of any Security;
(4) waive a Default in the payment of the principal of or interest on any
Security;
(5) make any Security payable in money other than that stated in the
Security; or
(6) make any change in Section 6.04, 6.07 or 9.02(a) (third sentence).
(b) It is not necessary under this Section 9.02 for the Securityholders to
consent to the particular form of any proposed supplemental indenture, but it
is sufficient if they consent to the substance thereof.
(c) Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 9.02, the
Company shall transmit by mail a notice, setting forth in general terms the
substance of such supplemental indenture, to all Holders of Registered
Securities, as the names and addresses of such Holders appear on the register
for each Series of Securities, and to such Holders of Unregistered Securities
as are entitled to receive reports pursuant to Section 4.03(c). Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such supplemental indenture.
SECTION 9.03. Compliance with Trust Indenture Act.
Every amendment to this Indenture or the Securities of one or more Series
shall be set forth in a supplemental indenture that complies with the Trust
Indenture Act of 1939 as then in effect.
SECTION 9.04. Revocation and Effect of Consents.
Until an amendment or waiver becomes effective, a consent to it by a
Holder of a Security is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
19
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the consenting Holder's Security, even if notation of the consent is not made
on any Security. However, any such Holder or subsequent Holder may revoke the
consent as to his Security or portion of a Security if the Trustee receives the
notice of revocation before the date the amendment or waiver becomes effective.
After an amendment or waiver becomes effective, it shall bind every
Securityholder of each Series affected by such amendment or waiver.
SECTION 9.05. Notation on or Exchange of Securities.
The Trustee may place an appropriate notation about an amendment or waiver
on any Security of any Series thereafter authenticated. The Company in exchange
for Securities of that Series may issue and the Trustee shall authenticate new
Securities of that Series that reflect the amendment or waiver.
SECTION 9.06. Trustee Protected.
The Trustee need not sign any supplemental indenture that is reasonably
likely to affect adversely its rights.
SECTION 9.07. Execution of Supplemental Indentures.
In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modification thereby of
the trusts created by this Indenture the Trustee shall be entitled to receive,
and shall be fully protected in relying upon, an Opinion of Counsel stating
that the execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.
ARTICLE 10
MISCELLANEOUS
SECTION 10.01. Trust Indenture Act Controls.
If any provision of this Indenture limits, qualifies, or conflicts with a
provision which is required to be included in this Indenture by the TIA, the
required provision shall control.
SECTION 10.02. Notices.
(a) Any notice or communication by the Company or the Trustee to the other
is duly given if in writing and delivered in person or mailed by first-class
mail:
if to the Company to:
The Chesapeake and Potomac Telephone Company
1710 H Street, N.W.
Washington, DC 20006
Attention: Controller
with a required copy to:
Bell Atlantic Corporation
1717 Arch Street
Philadelphia, PA 19103
Attention: Treasurer
if to the Trustee to:
Crestar Bank
919 East Main Street
Richmond, VA 23219
Attention: Corporate Trust Division
(b) The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.
20
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(c) Any notice or communication to Holders of Securities entitled to
receive reports pursuant to Section 4.03(c) shall be mailed by first-class mail
to the addresses for Holders of Registered Securities shown on the register
kept by the Registrar and to addresses filed with the Trustee or preserved on
the Trustees list pursuant to the first sentence of Section 2.07(a) for other
Holders. Failure to so mail a notice or communication or any defect in such
notice or communication shall not affect its sufficiency with respect to other
Holders of Securities of that or any other Series entitled to receive notice.
(d) If a notice or communication is mailed in the manner provided above
within the time prescribed, it is conclusively presumed to have been duly
given, whether or not the addressee receives it.
(e) If the Company mails a notice of communication to Securityholders, it
shall mail a copy to the Trustee and to each Agent at the same time.
(f) If it shall be impractical in the opinion of the Trustee or the
Company to make any publication of any notice required hereby in an Authorized
Newspaper, any publication or other notice in lieu thereof which is made or
given with the approval of the Trustee shall constitute a sufficient
publication of such notice.
SECTION 10.03. Communication by Holders with Other Holders
Securityholders of any Series may communicate pursuant to TIA [sec] 312(b)
with other Securityholders of that Series or of all Series with respect to
their rights under this Indenture or under the Securities of that Series or of
all Series. The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA [sec] 312(c).
SECTION 10.04. Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:
(1) an Officers' Certificate stating that, in the opinion of the signers,
all conditions precedent, if any, provided for in this Indenture relating
to the proposed action have been complied with; and
(2) an Opinion of Counsel stating that, in the opinion of such counsel,
all such conditions precedent have been complied with.
SECTION 10.05. Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:
(1) a statement that the person making such certificate or opinion has
read such covenant or condition;
(2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;
(3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and
(4) a statement as to whether or not, in the opinion of such person, such
condition or covenant has been complied with.
SECTION 10.06. Rules by Trustee and Agents.
The Trustee may make reasonable rules for action by, or a meeting of,
Securityholders of one or more Series. The Paying Agent or Registrar may make
reasonable rules and set reasonable requirements for its functions.
SECTION 10.07. Legal Holidays.
A "Legal Holiday" is a Saturday, a Sunday, or a day on which banking
institutions are not required to be open. If a payment date is a Legal Holiday
at a place of payment, payment may be made at such place on the next succeeding
day that is not a Legal Holiday, and no interest shall accrue for the
intervening period.
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SECTION 10.08. Governing Law.
The laws of the State of New York shall govern this Indenture, the
Securities and any coupons appertaining thereto.
SECTION 10.09. No Adverse Interpretation of Other Agreements.
This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or an Affiliate. No such indenture, loan or debt
agreement may be used to interpret this Indenture.
SECTION 10.10. No Recourse Against Others.
No director, officer, employee, stockholder or Affiliate, as such, of the
Company shall have any liability for any obligations of the Company under the
Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Securityholder by accepting
a Security waives and releases all such liability. The waiver and release are
part of the consideration for the issue of the Securities.
SECTION 10.11. Execution in Counterparts.
This Indenture may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together constitute but
one instrument.
THE CHESAPEAKE AND POTOMAC TELEPHONE COMPANY
/s/ Richard J. Yeager
By: --------------------------------------
Title: Controller
(SEAL)
ATTEST:
/s/ Doris Parker
- ---------------------------
Assistant Secretary
CRESTAR BANK
/s/ Pam J. Royer
By: --------------------------------------
Title: Corporate Trust Officer
(SEAL)
ATTEST:
/s/ K.A. Pickerel
- ---------------------------
Authorized Officer
22
EXHIBIT 12
BELL ATLANTIC--WASHINGTON, D.C., INC.
Computation of Ratio of Earnings to Fixed Charges
(Dollars in Thousands)
<TABLE>
<CAPTION>
Six Months Years Ended December 31,
Ended --------------------------------------------------------------
June 30, 1998 1997 1996 1995 1994 1993
-------------- ---------- ------------- ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Income before provision for income taxes,
extraordinary items, and cumulative effect of
changes in accounting principles .................... $ 94,193 $ 75,577 $ 80,990 $ 53,684 $ 66,014 $ 52,276
Interest expense, including interest on capital lease
obligations ......................................... 8,845 18,932 18,825 18,881 17,763 19,391
Portion of rent expense representative of the interest
factor .............................................. 1,463 3,247 3,085 3,595 3,085 3,687
--------- -------- --------- -------- -------- --------
Income, as adjusted .................................. $ 104,501 $ 97,756 $ 102,900 $ 76,160 $ 86,862 $ 75,354
========= ======== ========= ======== ======== ========
Fixed charges:
Interest expense, including interest on capital lease
obligations ......................................... $ 8,845 $ 18,932 $ 18,825 $ 18,881 $ 17,763 $ 19,391
Portion of rent expense representative of the interest
factor .............................................. 1,463 3,247 3,085 3,595 3,085 3,687
Interest capitalized on construction ................. 489 909 1,318 2,954 1,051 --
--------- -------- --------- -------- -------- --------
Fixed charges ........................................ $ 10,797 $ 23,088 $ 23,228 $ 25,430 $ 21,899 $ 23,078
========= ======== ========= ======== ======== ========
Ratio of earnings to fixed charges ................... 9.68 4.23 4.43 2.99 3.97 3.27
========== ========= ========== ========= ========= =========
</TABLE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Bell Atlantic - Washington, D.C., Inc., on Form S-3 (File No. 33-53234) of our
report dated February 9, 1998, on our audits of the financial statements and
financial statement schedule of the Company as of December 31, 1997 and
December 31, 1996, and for each of the three years in the period ended December
31, 1997, which report is incorporated by reference in this Registration
Statement on Form S-3.
/s/ PricewaterhouseCoopers LLP
1301 Avenue of the Americas
New York, New York
September 30, 1998
POWER OF ATTORNEY
WHEREAS, Bell Atlantic - Washington, D.C., Inc., a New York
corporation (hereinafter referred to as the "Company"), proposes to file with
the Securities and Exchange Commission under the provisions of the Securities
Act of 1933, as amended, (i) a registration statement on Form S-3 with respect
to the issuance and sale of up to $40,000,000 aggregate principal amount of debt
securities of the Company and (ii) a post-effective amendment to registration
statement No. 33-53234 on Form S-3 with respect to the issuance and sale of up
to $60,000,000 aggregate principal amount of debt securities of the Company;
NOW, THEREFORE, the undersigned hereby appoints each of Marie C.
Johns, Edwin F. Hall and Neil D. Olson as attorney for the undersigned for the
purpose of executing and filing such registration statement and post-effective
amendment and any amendment or amendments thereto or other necessary documents,
hereby giving to each said attorney full authority to perform all acts necessary
thereto as fully as the undersigned could do if personally present, and hereby
ratifying all that said attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this day of 30 day of September, 1998.
/s/ Barbara L. Connor
----------------------
Barbara L. Connor
<PAGE>
POWER OF ATTORNEY
WHEREAS, Bell Atlantic - Washington, D.C., Inc., a New York
corporation (hereinafter referred to as the "Company"), proposes to file with
the Securities and Exchange Commission under the provisions of the Securities
Act of 1933, as amended, (i) a registration statement on Form S-3 with respect
to the issuance and sale of up to $40,000,000 aggregate principal amount of debt
securities of the Company and (ii) a post-effective amendment to registration
statement No. 33-53234 on Form S-3 with respect to the issuance and sale of up
to $60,000,000 aggregate principal amount of debt securities of the Company;
NOW, THEREFORE, the undersigned hereby appoints each of Marie C.
Johns, Edwin F. Hall and Neil D. Olson as attorney for the undersigned for the
purpose of executing and filing such registration statement and post-effective
amendment and any amendment or amendments thereto or other necessary documents,
hereby giving to each said attorney full authority to perform all acts necessary
thereto as fully as the undersigned could do if personally present, and hereby
ratifying all that said attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this day of 30 day of September, 1998.
/s/ Diane B. Gongaware
----------------------
Diane B. Gongaware
<PAGE>
POWER OF ATTORNEY
WHEREAS, Bell Atlantic - Washington, D.C., Inc., a New York
corporation (hereinafter referred to as the "Company"), proposes to file with
the Securities and Exchange Commission under the provisions of the Securities
Act of 1933, as amended, (i) a registration statement on Form S-3 with respect
to the issuance and sale of up to $40,000,000 aggregate principal amount of debt
securities of the Company and (ii) a post-effective amendment to registration
statement No. 33-53234 on Form S-3 with respect to the issuance and sale of up
to $60,000,000 aggregate principal amount of debt securities of the Company;
NOW, THEREFORE, the undersigned hereby appoints each of Marie C.
Johns, Edwin F. Hall and Neil D. Olson as attorney for the undersigned for the
purpose of executing and filing such registration statement and post-effective
amendment and any amendment or amendments thereto or other necessary documents,
hereby giving to each said attorney full authority to perform all acts necessary
thereto as fully as the undersigned could do if personally present, and hereby
ratifying all that said attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 30 day of September, 1998.
/s/ Glenn N. Jones
---------------------
Glenn N. Jones
<PAGE>
POWER OF ATTORNEY
WHEREAS, Bell Atlantic - Washington, D.C., Inc., a New York
corporation (hereinafter referred to as the "Company"), proposes to file with
the Securities and Exchange Commission under the provisions of the Securities
Act of 1933, as amended, (i) a registration statement on Form S-3 with respect
to the issuance and sale of up to $40,000,000 aggregate principal amount of debt
securities of the Company and (ii) a post-effective amendment to registration
statement No. 33-53234 on Form S-3 with respect to the issuance and sale of up
to $60,000,000 aggregate principal amount of debt securities of the Company;
NOW, THEREFORE, the undersigned hereby appoints each of Marie C.
Johns, Edwin F. Hall and Neil D. Olson as attorney for the undersigned for the
purpose of executing and filing such registration statement and post-effective
amendment and any amendment or amendments thereto or other necessary documents,
hereby giving to each said attorney full authority to perform all acts necessary
thereto as fully as the undersigned could do if personally present, and hereby
ratifying all that said attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this day of 30 day of September, 1998.
/s/ Phoebe B. Dixon
----------------------
Phoebe B. Dixon
<PAGE>
POWER OF ATTORNEY
WHEREAS, Bell Atlantic - Washington, D.C., Inc., a New York
corporation (hereinafter referred to as the "Company"), proposes to file with
the Securities and Exchange Commission under the provisions of the Securities
Act of 1933, as amended, (i) a registration statement on Form S-3 with respect
to the issuance and sale of up to $40,000,000 aggregate principal amount of debt
securities of the Company and (ii) a post-effective amendment to registration
statement No. 33-53234 on Form S-3 with respect to the issuance and sale of up
to $60,000,000 aggregate principal amount of debt securities of the Company;
NOW, THEREFORE, the undersigned hereby appoints each of Marie C.
Johns, Edwin F. Hall and Neil D. Olson as attorney for the undersigned for the
purpose of executing and filing such registration statement and post-effective
amendment and any amendment or amendments thereto or other necessary documents,
hereby giving to each said attorney full authority to perform all acts necessary
thereto as fully as the undersigned could do if personally present, and hereby
ratifying all that said attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 30 day of September, 1998.
/s/ John M. Walker
---------------------
John M. Walker
<PAGE>
POWER OF ATTORNEY
WHEREAS, Bell Atlantic - Washington, D.C., Inc., a New York
corporation (hereinafter referred to as the "Company"), proposes to file with
the Securities and Exchange Commission under the provisions of the Securities
Act of 1933, as amended, (i) a registration statement on Form S-3 with respect
to the issuance and sale of up to $40,000,000 aggregate principal amount of debt
securities of the Company and (ii) a post-effective amendment to registration
statement No. 33-53234 on Form S-3 with respect to the issuance and sale of up
to $60,000,000 aggregate principal amount of debt securities of the Company;
NOW, THEREFORE, the undersigned hereby appoints each of Edwin F.
Hall and Neil D. Olson as attorney for the undersigned for the purpose of
executing and filing such registration statement and post-effective amendment
and any amendment or amendments thereto or other necessary documents, hereby
giving to each said attorney full authority to perform all acts necessary
thereto as fully as the undersigned could do if personally present, and hereby
ratifying all that said attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this day of 30 day of September, 1998.
/s/ Marie C. Johns
---------------------
Marie C. Johns
<PAGE>
POWER OF ATTORNEY
WHEREAS, Bell Atlantic - Washington, D.C., Inc., a New York
corporation (hereinafter referred to as the "Company"), proposes to file with
the Securities and Exchange Commission under the provisions of the Securities
Act of 1933, as amended, (i) a registration statement on Form S-3 with respect
to the issuance and sale of up to $40,000,000 aggregate principal amount of debt
securities of the Company and (ii) a post-effective amendment to registration
statement No. 33-53234 on Form S-3 with respect to the issuance and sale of up
to $60,000,000 aggregate principal amount of debt securities of the Company;
NOW, THEREFORE, the undersigned hereby appoints each of Marie C.
Johns, Edwin F. Hall and Neil D. Olson as attorney for the undersigned for the
purpose of executing and filing such registration statement and post-effective
amendment and any amendment or amendments thereto or other necessary documents,
hereby giving to each said attorney full authority to perform all acts necessary
thereto as fully as the undersigned could do if personally present, and hereby
ratifying all that said attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 30 day of September, 1998.
/s/ Mark J. Mathis
---------------------
Mark J. Mathis
<PAGE>
POWER OF ATTORNEY
WHEREAS, Bell Atlantic - Washington, D.C., Inc., a New York
corporation (hereinafter referred to as the "Company"), proposes to file with
the Securities and Exchange Commission under the provisions of the Securities
Act of 1933, as amended, (i) a registration statement on Form S-3 with respect
to the issuance and sale of up to $40,000,000 aggregate principal amount of debt
securities of the Company and (ii) a post-effective amendment to registration
statement No. 33-53234 on Form S-3 with respect to the issuance and sale of up
to $60,000,000 aggregate principal amount of debt securities of the Company;
NOW, THEREFORE, the undersigned hereby appoints each of Marie C.
Johns and Edwin F. Hall as attorney for the undersigned for the purpose of
executing and filing such registration statement and post-effective amendment
and any amendment or amendments thereto or other necessary documents, hereby
giving to each said attorney full authority to perform all acts necessary
thereto as fully as the undersigned could do if personally present, and hereby
ratifying all that said attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 30 day of September, 1998.
/s/ Neil D. Olson
---------------------
Neil D. Olson
<PAGE>
POWER OF ATTORNEY
WHEREAS, Bell Atlantic - Washington, D.C., Inc., a New York
corporation (hereinafter referred to as the "Company"), proposes to file with
the Securities and Exchange Commission under the provisions of the Securities
Act of 1933, as amended, (i) a registration statement on Form S-3 with respect
to the issuance and sale of up to $40,000,000 aggregate principal amount of debt
securities of the Company and (ii) a post-effective amendment to registration
statement No. 33-53234 on Form S-3 with respect to the issuance and sale of up
to $60,000,000 aggregate principal amount of debt securities of the Company;
NOW, THEREFORE, the undersigned hereby appoints each of Marie C.
Johns and Neil D. Olson as attorney for the undersigned for the purpose of
executing and filing such registration statement and post-effective amendment
and any amendment or amendments thereto or other necessary documents, hereby
giving to each said attorney full authority to perform all acts necessary
thereto as fully as the undersigned could do if personally present, and hereby
ratifying all that said attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 30 day of September, 1998.
/s/ Edwin F. Hall
--------------------------
Edwin F. Hall
Exhibit 25
Securities and Exchange Commission
Washington, DC 20549
Form T-1
Statement of Eligibility Under the Trust Indenture Act of 1939 of A Corporation
Designated to Act As Trustee
Check if an application to determine eligibility of a trustee pursuant to
Section 305(b)(2)_____
Crestar Bank
(Exact name of trustee as specified in its charter)
Virginia 53-0116200
(State of Incorporation, if not a national bank) (I.R.S. employer
identification no.)
919 East Main Street
Richmond, VA 23219
(Address of principal executive office) (Zip Code)
Bell Atlantic - Washington, D.C., Inc.
(Exact name of obligor as specified in its charter)
New York 53-0046277
(State or other jurisdiction of incorporation (I.R.S. employer
incorporation, or organization) identification no.)
1710 H Street, N.W.
Washington, D.C. 20006
(Address of principal executive office) (Zip Code)
Debt Securities
(Title of indenture securities)
Item 1. General Information
Furnish the following information as to Trustee:
(a) Name and Address of each examining or supervising authority to which it is
subject.
Bureau of Financial Institutions,
State Corporation Commission of Virginia
Richmond, Virginia
The Board of Governors of the Federal Reserve System,
Washington, D.C.
The Federal Reserve Bank,
Richmond, Virginia
Federal Deposit Insurance Corporation,
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe such affiliation.
None.
Item 16. List of Exhibits
List below all exhibits filed as part of this Statement of Eligibility.
*Exhibit 1 - A copy of the articles of incorporation of the Trustee as now in
effect. (See Exhibit 1 to Form T-1 filed in connection with Registration
Statement No. 33-55159).
*Exhibit 2 - A copy of the certificate of authority of the Trustee to commence
business. (See Exhibit 1 to Form T-1 filed in connection with Registration
Statement No. 33-55159).
*Exhibit 3 - A copy of the certificate of the authority of the Trustee to
exercise corporate trust powers. (See Exhibit 1 to Form T-1 filed in connection
with Registration Statement No. 33-55159).
Exhibit 4 - A copy of the existing by-laws of the Trustee.
Exhibit 5 - Not applicable.
Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Act.
Exhibit 7 - A copy of the latest report of the condition of the Trustee
published pursuant to law or the requirements of its supervising or examining
authority.
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
*The Exhibits thus designated are incorporated herein by reference. Following
the description of such Exhibits is a reference to the copy of the Exhibits
heretofore filed with the Securities and Exchange Commission, to which there
have been no amendments or changes.
Signature
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Crestar Bank, a corporation organized and existing under the laws of
the Commonwealth of Virginia, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Richmond, and Commonwealth of Virginia, on the 28th day of
September, 1998.
Crestar Bank
By: /s/ERIC T. RODRIGUEZ
(Eric T. Rodriguez, Vice President)
<PAGE>
Exhibit 6
Consent of Trustee
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939 in connection with the execution of the Indenture between Bell Atlantic -
Washington, D.C., Inc. (formerly The Chesapeake and Potomac Telephone Company)
and Crestar Bank, as Trustee, we hereby consent that reports of examinations by
federal, state, territorial, or district authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor.
Crestar Bank
By: /s/ERIC T. RODRIGUEZ
(Eric Rodriguez, Vice President)
Dated: September 28, 1998
<PAGE>
Federal Financial Institutions Examination Council
Board of Governors of the Federal Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance Corporation
OMB Number: 3064-0052
Office of the Comptroller of the Currency
OMB Number: 1557-0081
Expires March 31, 2000
[LOGO]
Please refer to page i, Table of Contents, for the required disclosure of
estimated burden.
Consolidated Reports of Condition and Income for
A Bank With Domestic and Foreign Offices - FFIEC 031
Report at the close of business June 30, 1998
(19980630)
(RCRI 9999)
This report is required by law: 12 U.S.C. Section 324 (State member banks);
12 U.S.C. Section 1817 (State nonmember banks);
and 12 U.S.C. Section 161 (National banks).
This report form is to be filed by banks with branches and consolidated
subsidiaries in U.S. territories and possessions, Edge or Agreement
subsidiaries, foreign branches, consolidated foreign subsidiaries, or
International Banking Facilities.
NOTE: The Reports of Condition and Income must be signed by an authorized
officer and the Report of Condition must be attested to by not less than
two directors (trustees) for State nonmember banks and three directors for
State member and National banks.
I, Richard G. Tilghman, Chairman and CEO
- ------------------------------------------------------------
Name and Title of Officer Authorized to Sign Report
of the named bank do hereby declare that the Reports of Condition and Income
(including the supporting schedules) for this report date have been
prepared in conformance with the instructions issued by the appropriate
Federal regulatory authority and are true to the best of my knowledge
and belief.
/s/ RICHARD G. TILGHMAN
- -------------------------------------
Signature of Officer Authorized to Sign Report
Date of Signature 7/30/98
The Reports of Condition and Income are to be prepared in accordance
with Federal regulatory authority instructions.
We, the undersigned directors (trustees), attest to the correctness of
the Report of Condition (including the supporting schedules) for this
report date and declare that it has been examined by us and to the best
of our knowledge and belief has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and
is true and correct.
/s/ SIGNATURE ILLEGIBLE
- ----------------------------------
Director (Trustee)
/s/ SIGNATURE ILLEGIBLE
- ----------------------------------
Director (Trustee)
/s/ SIGNATURE ILLEGIBLE
- ----------------------------------
Director (Trustee)
Submission of Reports
Each bank must prepare its Reports of Condition and Income either:
(a) in electronic form and then file the computer data file directly
with the banking agencies' collection agent, Electronic Data Systems
Corporation (EDS), by modem or on computer diskette; or
(b) in hard-copy (paper) form and arrange for another party to convert the
paper report to electronic form. That party (if other than EDS) must
transmit the bank's computer data file to EDS.
For electronic filing assistance, contact EDS Call Report Services, 2150 N.
Prospect Ave., Milwaukee, WI 53202, telephone (800) 255-1571.
To fulfill the signature and attestation requirement for the Reports of
Condition and Income for this report date, for attach this signature page to the
hard-copy record of the completed report that the bank places in its files.
FDIC Certificate Number
Crestar Bank
P.O. Box 26665
Richmond, VA 23261
0000047920 55124300000 12543
March 31, 1998
31
Board of Governors of the Federal Reserve System, Federal Deposit Insurance
Corporation, Office of the Comptroller of the Currency
<PAGE>
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543
Call Date: 06/30/98 FFIEC 031
Page RI-1
Printed 08/25/1998 at 14:06
Consolidated Report of Income
for the period January 1, 1998 - June 30, 1998
All Report of Income schedules are to be reported on a calendar year-to-date
basis in thousands of dollars.
Schedule RI--Income Statement
<TABLE>
<CAPTION>
I480
Dollar Amounts in Thousands RIAD Bil Mil Thou
<S> <C>
1. Interest Income:
a. Interest and fee income on loans:
(1) In domestic offices:
(a) Loans secured by real estate 4011 382,925 1.a.(1)(a)
(b) Loans to depository institutions 4019 281 1.a.(1)(b)
(c) Loans to finance agricultural production and other loans to farmers 4024 122 1.a.(1)(c)
(d) Commercial and industrial loans 4012 104,772 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 81,755 1.a.(1)(f)(1)
(2) Other 4055 121,177 1.a.(1)(f)(2)
(g) Loans to foreign governments and official institutions 4056 139 1.a.(1)(g)
(h) Obligations (other than securities and leases) of states and political
subdivisions in the U.S.:
(1) Taxable obligations 4503 364 1.a.(1)(h)(1)
(2) Tax-exempt obligations 4504 7,920 1.a.(1)(h)(2)
(i) All other loans in domestic offices 4058 9,165 1.a.(1)(i)
(2) In foreign offices, Edge and Agreement subsidiaries, and IBFs 4059 0 1.a.(2)
b. Income from lease financing receivables:
(1) Taxable leases 4505 5,380 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 0 1.c.(1)
(2) In foreign offices, Edge and Agreement subsidiaries, and IBFs 4106 1,774 1.c.(2)
d. Interest and dividend income on securities:
(1) U.S. Treasury securities and U.S. Government agency obligations 4027 112,734 1.d.(1)
(2) Securities issued by states and political subdivisions in the U.S.:
(a) Taxable securities 4506 0 1.d.(2)(a)
(b) Tax-exempt securities 4507 1,248 1.d.(2)(b)
(3) Other domestic debt securities 3657 27,091 1.d.(3)
(4) Foreign debt securities 3658 85 1.d.(4)
(5) Equity securities (including investments in mutual funds) 3659 4,103 1.d.(5)
e. Interest income from trading assets 4069 0 1.e.
</TABLE>
__________
(1) Includes interest income on time certificates of deposit not held for
trading.
3
<PAGE>
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543
Call Date: 06/30/98 FFIEC 031
Page RI-2
Printed 8/25/1998 at 14:06
Schedule RI--Continued
<TABLE>
<CAPTION>
Year-to-date
Dollar Amounts in Thousands RIAD Bil Mil Thou
<S> <C>
1. Interest income (continued)
f. Interest income on federal funds sold and securities purchased under
agreements to resell 4020 2,797 1.f.
g. Total interest income (sum of items 1.a through 1.f) 4107 863,832 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 2,046 2.a.(1)(a)
(b) Nontransaction accounts:
(1) Money market deposit accounts (MMDAs) 4509 103,432 2.a.(1)(b)(1)
(2) Other savings deposits 4511 16,293 2.a.(1)(b)(2)
(3) Time deposits of $100,000 or more A517 43,256 2.a.(1)(b)(3)
(4) Time deposits of less than $100,000 A518 93,160 2.a.(1)(b)(4)
(2) Interest on deposits in foreign offices, Edge and
Agreement subsidiaries, and IBFs 4172 591 2.a.(2)
b. Expense of federal funds purchased and securities sold under
agreements to repurchase 4180 74,121 2.b.
c. Interest on demand notes issued to the U.S. Treasury, trading
liabilities, and other borrowed money 4185 59,662 2.c.
d. Not applicable
e. Interest on subordinated notes and debentures 4200 16,437 2.e.
f. Total interest expense (sum of items 2.a through 2.e) 4073 408,998 2.f.
3. Net interest income (item 1.g minus 2.f) RIAD 4074 224,415 3.
4. Provisions:
a. Provision for credit losses RIAD 4230 23,031 4.a.
b. Provision for allocated transfer risk RIAD 4243 0 4.b.
5. Noninterest income:
a. Income from fiduciary activities 4070 27,583 5.a.
b. Service charges on deposit accounts in domestic offices 4080 68,462 5.b.
c. Trading revenue (must equal Schedule RI, sum of Memorandum
items 8.a through 8.d) A220 862 5.c.
d.-e. Not applicable
f. Other noninterest income:
(1) Other fee income 5407 73,896 5.f.(1)
(2) All other noninterest income* 5408 50,629 5.f.(2)
g. Total noninterest income (sum of items 5.a through 5.f) RIAD 4079 107,917 5.g
6. a. Realized gains (losses) on held-to-maturity securities RIAD 3521 0 6.a
b. Realized gains (losses) on available-for-sale securities RIAD 3196 2,455 6.b.
7. Noninterest expense:
a. Salaries and employee benefits 4135 192,039 7.a.
b. Expenses of premises and fixed assets (net of rental income)
(excluding salaries and employee benefits and mortgage interest) 4217 49,599 7.b.
c. Other noninterest expense* 4092 133,684 7.c.
d. Total noninterest expense (sum of items 7.a through 7.c) RIAD 4093 182,927 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 128,829 8.
9. Applicable income taxes (on item 8) RIAD 4302 45,732 9.
10. Income (loss) before extraordinary items and other adjustments (item 8
minus 9) RIAD 4300 83,097 10.
11. Extraordinary items and other adjustments, net of income taxes* RIAD 4320 0 11.
12. Net income (loss) (sum of items 10 and 11) RIAD 4340 83,097 12.
</TABLE>
_________
*Describe on Schedule RI-E--Explanations.
4
<PAGE>
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543
Call Date: 06/30/98 FFIEC 031
Page RI-3
Printed 08/25/1998 at 14:06
Schedule RI--Continued
<TABLE>
<CAPTION>
I481
Year-to-date
RIAD Bil Mil Thou
Memoranda
Dollar Amounts in Thousands
<S> <C>
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 4,007 M.1.
2. Income from the sale and servicing of mutual funds and annuities in domestic
offices (included in Schedule RI, item 8) 8431 438 M.2.
3.-4. Not applicable
5. Number of full-time equivalent employees at end of current period Number
(round to nearest whole number) 4150 8,125 M.5.
6. Not applicable
7. If the reporting bank has restated its balance sheet as a result of applying
push down accounting this calendar year, report the date of the bank's RIAD CC YY MM DD
acquisition(1) 9106 00 00 00 00 M.7.
8. Trading revenue (from cash instruments and off-balance sheet derivative
instruments) (sum of Memorandum items 8.a through 8.d must equal
Schedule RI, item 5.c): Bil Mil Thou
a. Interest rate exposures 8757 197 M.8.a.
b. Foreign exchange exposures 8758 665 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 922 M.9.a.
b. Net (increase) decrease to interest expense 8762 (670) M.9.b.
c. Other (noninterest) allocations 8763 0 M.9.c.
10. Credit losses on off-balance sheet derivatives (see instructions) A251 0 M.10.
11. Does the reporting bank have a Subchapter S election in effect for federal YES NO
income tax purposes for the current tax year? A530 X M.11.
Bil Mil Thou
12. Deferred portion of total applicable income taxes included in Schedule RI,
items 9 and 11 (to be reported with the December Report of Income) 4772 N/A M.12.
</TABLE>
__________
(1) For example, a bank acquired on June 1, 1997, would report 19970601.
5
<PAGE>
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543
Call Date: 06/30/98 FFIEC 031
Page RI-4
Printed 08/25/1998 at 14:06
Schedule RI-A--Changes in Equity Capital
Indicate decreases and losses in parentheses.
<TABLE>
<CAPTION>
I483
Dollar Amounts in Thousands RIAD Bil Mil Thou
<S> <C>
1. Total equity capital originally reported in the December 31, 1997, Reports
of Condition and Income 3215 1,705,336 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 1,705,336 3.
4. Net income (loss) (must equal Schedule RI, item 12) 4340 167,810 4.
5. Sale, conversion, acquisition, or retirement of capital stock, net 4346 2,793 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 76,177 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 7,110 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 58,944 13.
14. Total equity capital end of current period (sum of items 3 through 13) (must
equal Schedule RC, item 28) 3210 1,865,816 14.
</TABLE>
__________
*Describe on Schedule RI-E--Explanations.
Schedule RI-B--Charge-offs and Recoveries on Loans and Leases and Changes
in Allowance for Credit Losses
Part I. Charge-offs and Recoveries on Loans and Leases
Part I excludes charge-offs and recoveries through
the allocated transfer risk reserve.
<TABLE>
<CAPTION>
I486
(Column A) (Column B)
Charge-offs Recoveries
Calendar year-to-date
Dollar Amounts in Thousands RIAD Bil Mil Thou RIAD Bil Mil Thou
<S> <C>
1. Loans secured by real estate:
a. To U.S. addressees (domicile) 4651 4,179 4661 2,275 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 12 4665 19 3.
4. Commercial and industrial loans:
a. To U.S. addressees (domicile) 4645 904 4617 516 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 43,538 4666 4,465 5.a.
b. Other (includes single payment, installment, and all student loans) 4657 10,004 4667 4,442 5.b.
6. Loans to foreign governments and official institutions 4643 0 4627 0 6.
7. All other loans 4644 33 4628 208 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 58,670 4605 11,925 9.
</TABLE>
6
<PAGE>
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543
Call Date: 06/30/98 FFIEC 031
Page RI-5
Printed 08/25/1998 at 14:06
Schedule RI-B--Continued
Part I. Continued
<TABLE>
<CAPTION>
(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>
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 0 5410 0 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 385 3583 24 M.5.a.
b. Secured by farmland 3584 0 3585 6 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 2,072 5412 370 M.5.c.(1)
(2) All other loans secured by 1-4 family residential properties 5413 1,561 5414 384 M.5.c.(2)
d. Secured by multifamily (5 or more) residential properties 3588 0 3589 39 M.5.d.
e. Secured by nonfarm nonresidential properties 3590 160 3591 1,452 M.5.e.
</TABLE>
Part II. Changes in Allowance for Credit Losses
<TABLE>
<CAPTION>
Dollar Amounts in Thousands RIAD Bil Mil Thou
<S> <C>
1. Balance originally reported in the December 31, 1997, Reports of Condition
and Income 3124 281,419 1.
2. Recoveries (must equal part I, item 9, column B above) 2419 11,925 2.
3. LESS: Charge-offs (must equal or exceed part I, item 9, column A above) 2432 58,670 3.
4. Provision for credit losses (must equal Schedule RI, item 4.a) 4230 44,721 4.
5. Adjustments* (see instructions for this schedule) 4815 (33,442) 5.
6. Balance end of current period (sum of items 1 through 5)(must equal or exceed Schedule RC,
item 4.b) A512 245,953 6.
</TABLE>
__________
*Describe on Schedule RI-E--Explanations.
7
<PAGE>
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543
Call Date: 06/30/98 FFIEC 031
Page RI-6
Printed 08/25/1998 at 14:06
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
<TABLE>
<CAPTION>
I492
Year-to-date
Dollar Amounts in Thousands RIAD Bil Mil Thou
<S> <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.
<CAPTION>
Memoranda
Dollar Amounts in Thousands RIAD Bil Mil Thou
<S> <C>
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.
</TABLE>
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
<TABLE>
<CAPTION>
Year-to-date
Dollar Amounts in Thousands RIAD Bil Mil Thou
<S> <C>
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>
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543
Call Date: 06/30/98 FFIEC 031
Page RI-7
Printed 08/25/1998 at 14:06
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.)
<TABLE>
<CAPTION>
I495
Year-to-date
Dollar Amounts in Thousands RIAD Bil Mil Thou
<S> <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 (losses) on other real estate owned 5415 0 1.a.
b. Net gains (losses) on sales of loans 5416 31,536 1.b.
c. Net gains (losses) 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 Personalized Check Sales 4461 5,723 1.d.
e. TEXT 4462 Operating Charge-offs-Recoveries 4462 9,361 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 8,465 2.a.
Report amounts that exceed 10% of Schedule RI, item 7.c:
b. Net (gains) losses on other real estate owned 5418 0 2.b.
c. Net (gains) losses on sales of loans 5419 0 2.c.
d. Net (gains) 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 Service Bureau 4464 14,642 2.e.
f. TEXT 4467 4467 2.f.
g. TEXT 4468 4468 2.g.
3. Extraordinary items and other adjustments and applicable income tax effect
(from Schedule RI, item 11) (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>
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543
Call Date: 06/30/98 FFIEC 031
Page RI-8
Printed 08/25/1998 at 14:06
Schedule RI-E--Continued
<TABLE>
<CAPTION>
Year-to-date
Dollar Amounts in Thousands RIAD Bil Mil Thou
<S> <C>
7. Other transactions with parent holding company (from Schedule RI-A,
item 13) (itemize and describe all such transactions):
a. TEXT 4498 Capital Contribution from Crestar Financial Corp. 4498 58,944 7.a.
b. TEXT 4499 4499 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 Acquired Loans 4521 (35,000) 8.a.
b. TEXT 4522 4522 1,558 8.b.
9. Other explanations (the space below is provided for the bank to briefly
describe, at its option, any other significant items affecting the Report
of Income): I498 I499
No comment [X] (RIAD 4769)
Other explanations (please type or print clearly):
(TEXT 4769)
</TABLE>
10
<PAGE>
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261-6665
FDIC Certificate No.: 12543
Call Date: 06/30/98 FFIEC 031
Page RC-1
Printed 08/25/1998 at 14:06
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for March 31, 1998
All schedules are to be reported in thousands of dollars. Unless otherwise,
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
<TABLE>
<CAPTION>
C400
Dollar Amounts in Thousands RCFD Bil Mil Thou
<S> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1) 0081 968,469 1.a.
b. Interest-bearing balances(2) 0071 100,042 1.b.
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 580,673 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) 1773 4,095,463 2.b.
3. Federal funds sold and securities purchased under agreements to resell 1350 715,241 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C) RCFD 2122 17,627,823 4.a.
b. LESS: Allowance for loan and lease losses RCFD 3123 280,966 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 17,947,151 4.d.
5. Trading assets (from Schedule RC-D) 3545 0 5.
6. Premises and fixed assets (including capitalized leases) 2145 455,785 6.
7. Other real estate owned (from Schedule RC-M) 2150 18,098 7.
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M) 2130 150 8.
9. Customers' liability to this bank on acceptances outstanding 2155 7,083 9.
10. Intangible assets (from Schedule RC-M) 2143 291,928 10.
11. Other assets (from Schedule RC-F) 2160 868,269 11.
12. Total assets (sum of items 1 through 11) 2170 26,048,352 12.
</TABLE>
__________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
11
<PAGE>
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543
Call Date: 06/30/98 FFIEC 031
Page RC-2
Printed 08/25/1998 at 14:06
Schedule RC--Continued
<TABLE>
<CAPTION>
Dollar Amounts in Thousands Bil Mil Thou
<S> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E,
part I) RCON 2200 17,969,695 13.a.
(1) Noninterest-bearing(1) RCON 6631 3,034,369 13.a.(1)
(2) Interest-bearing RCON 6636 14,935,326 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule
RC-E, part II) RCFN 2200 50,000 13.b.
(1) Noninterest-bearing RCFN 6631 0 13.b.(1)
(2) Interest-bearing RCFN 6636 50,000 13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase RCFD 2800 3,033,270 14.
15. a. Demand notes issued to the U.S. Treasury RCON 2840 749,538 15.a.
b. Trading liabilities (from Schedule RC-D) RCFD 3548 0 15.b.
16. Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
a. With a remaining maturity of one year or less RCFD 2332 1,271,602 16.a.
b. With a remaining maturity of more than one year through three years RCFD A547 79 16.b.
c. With a remaining maturity of more than three years RCFD A548 309,159 16.c.
17. Not applicable
18. Bank's liability on acceptances executed and outstanding RCFD 2920 7,083 18.
19. Subordinated notes and debentures(2) RCFD 3200 435,000 19.
20. Other liabilities (from Schedule RC-G) RCFD 2930 357,110 20.
21. Total liabilities (sum of items 13 through 20) RCFD 2948 24,182,536 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus RCFD 3838 0 23.
24. Common stock RCFD 3230 153,125 24.
25. Surplus (exclude all surplus related to preferred stock) RCFD 3839 285,549 25.
26. a. Undivided profits and capital reserves RCFD 3632 1,421,183 26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities RCFD 8434 5,959 26.b.
27. Cumulative foreign currency translation adjustments RCFD 3284 0 27.
28. Total equity capital (sum of items 23 through 27) RCFD 3210 1,865,816 28.
29. Total liabilities and equity capital (sum of
items 21 and 28) RCFD 3300 26,048,352 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 Number
bank by independent external auditors as of any date during 1997 RCFD 6724 N/A M.1.
</TABLE>
1 = Independent audit of the bank conducted in accordance with
generally accepted auditing standards by a certified public accounting
firm which submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted
in accordance with generally accepted auditing standards by a
certified public accounting firm which submits a report on the
consolidated holding company (but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with
generally accepted auditing standards by a certified public accounting
firm (may be required by state chartering authority)
4 = Directors' examination of the bank performed by other external
auditors (may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external
auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
__________
(1) Includes total demand deposits and noninterest-bearing time and
savings deposits.
(2) Includes limited-life preferred stock and related surplus.
12
<PAGE>
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543
Call Date: 03/31/98 ST-BK: 51-2430 FFIEC 031
Page RC-3
Schedule RC-A--Cash and Balances Due From Depository Institutions
Exclude assets held for trading.
<TABLE>
<CAPTION>
C405
(Column A) (Column B)
Consolidated Domestic
Bank Offices
Dollar Amounts in Thousands RCFD Bil Mil Thou RCON Bil Mil Thou
<S> <C>
1. Cash items in process of collection, unposted debits, and
currency and coin 0022 907,215 1.
a. Cash items in process of collection and unposted debits 0020 679,433 1.a.
b. Currency and coin 0080 227,782 1.b.
2. Balances due from depository institutions in the U.S. 0082 59,516 2.
a. U.S. branches and agencies of foreign banks
(including their IBFs) 0083 0 2.a.
b. Other commercial banks in the U.S. and other depository
institutions in the U.S. (including their IBFs) 0085 59,516 2.b.
3. Balances due from banks in foreign countries and foreign
central banks 0070 101,780 3.
a. Foreign branches of other U.S. banks 0073 0 3.a.
b. Other banks in foreign countries and foreign central banks 0074 101,780 3.b.
4. Balances due from Federal Reserve Banks 0090 0 0090 0 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 1,068,511 0010 1,068,511 5.
</TABLE>
<TABLE>
<CAPTION>
Memorandum RCON Bil Mil Thou
Dollar Amounts in Thousands
<S> <C>
1. Noninterest-bearing balances due from commercial banks
in the U.S. (included in item 2, column B above) 0050 59,474 M.1.
</TABLE>
Schedule RC-B--Securities
Exclude assets held for trading.
<TABLE>
<CAPTION>
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
<S> <C>
1. U.S. Treasury securities 0211 180,753 0213 181,505 1286 98,849 1287 98,534 1.
2. U.S. Government agency
obligations (exclude
mortgage-backed
securities):
a. Issued by U.S. Government
agencies(2) 1289 5,000 1290 5,004 1291 0 1293 0 2.a.
b. Issued by U.S. Government-
sponsored agencies(3) 1294 4,955 1295 5,052 1297 132,869 1298 132,736 2.b.
</TABLE>
__________
(1) Includes equity securities without readily determinable
fair values at historical cost in item 6.b, 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.
13
<PAGE>
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543
Call Date: 06/30/98 FFIEC 031
Page RC-4
Printed 08/25/1998 at 14:06
Schedule RC-B--Continued
<TABLE>
<CAPTION>
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>
3. Securities issued by states
and political subdivisions
in the U.S.:
a. General obligations 1676 6,030 1677 6,052 1678 0 1679 0 3.a.
b. Revenue obligations 1681 39,061 1686 40,002 1690 0 1691 0 3.b.
c. Industrial development
and similar obligations 1694 275 1695 278 1696 0 1697 0 3.c.
4. Mortgage-backed securities
(MBS):
a. Pass-through securities:
(1) Guaranteed by GNMA 1698 1,796 1699 1,969 1701 74,456 1702 74,467 4.a.(1)
(2) Issued by FNMA and FHLMC 1703 20,267 1705 20,870 1706 2,592,240 1707 2,594,590 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 317,576 1715 320,831 1716 193,302 1717 194,882 4.b.(1)
(2) Collateralized by MBS
issued or guaranteed
by FNMA, FHLMC, or GNMA 1718 0 1719 0 1731 8,628 1732 8,736 4.b.(2)
(3) All other mortgage-backed
securities 1733 2,168 1734 2,168 1735 120,677 1736 121,381 4.b.(3)
5. Other debt securities:
a. Other domestic debt
securities 1737 542 1738 541 1739 750,066 1741 753,849 5.a.
b. Foreign debt securities 1742 2,250 1743 2,250 1744 0 1746 0 5.b.
6. Equity securities:
a. Investments in mutual
funds and other equity
securities with readily
determinable fair values A510 9,985 A511 10,620 6.a.
b. All other equity
securities(1) 1752 105,668 1753 105,668 6.b.
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 580,673 1771 586,522 1772 4,086,740 1773 4,095,463 7.
</TABLE>
__________
(1) Includes equity securities without readily determinable fair values at
historical cost in item 6.b, column D.
14
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543
Call Date: 06/30/98 FFIEC 031
Page RC-5
Printed 08/25/1998 at 14:06
Schedule RC-B--Continued
<TABLE>
<CAPTION>
Memoranda C412
Dollar Amounts in Thousands RCFD Bil Mil Thou
<S> <C>
1. Pledged securities(1) 0416 2,809,053 M.1.
2. Maturity and repricing data for debt securities(1),(2) (excluding those
in nonaccrual status):
a. Securities issued by the U.S. Treasury, U.S. Government agencies, and
states and political subdivisions in the U.S.; other non-mortgage
debt securities; and mortgage pass-through securities other than those
backed by closed-end first lien 1-4 family residential mortgages with a
remaining maturity or repricing frequency of: (3) (4)
(1) Three months or less A549 151,851 M.2.a.(1)
(2) Over three months through 12 months A550 126,174 M.2.a.(2)
(3) Over one year through three years A551 220,617 M.2.a.(3)
(4) Over three years through five years A552 94,019 M.2.a.(4)
(5) Over five years through 15 years A553 222,398 M.2.a.(5)
(6) Over 15 years A554 408,926 M.2.a.(6)
b. Mortgage pass-through securities backed by closed-end first lien 1-4
family residential mortgages with a remaining maturity or repricing
frequency of: (3) (5)
(1) Three months or less A555 24,302 M.2.b.(1)
(2) Over three months through 12 months A556 509 M.2.b.(2)
(3) Over one year through three years A557 9,908 M.2.b.(3)
(4) Over three years through five years A558 417,700 M.2.b.(4)
(5) Over five years through 15 years A559 2,177,795 M.2.b.(5)
(6) Over 15 years A560 60,906 M.2.b.(6)
c. Other mortgage-backed securities (include CMOs, REMICs, and stripped
MBS; exclude mortgage pass-through securities) with an expected
average life of: (6)
(1) Three years or less A561 94,698 M.2.c.(1)
(2) Over three years A562 550,045 M.2.c.(2)
d. Fixed rate AND floating rate debt securities with a REMAINING MATURITY
of one year or less (included in Memorandum items 2.a through 2.c above) A248 191,346 M.2.d.
3.-6. Not applicable
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 339 M.8.a.
b. Fair value 8781 353 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 1,498 M.9.a.
b. Fair value 8783 1,500 M.9.b.
</TABLE>
- ------------------
(1) Includes held-to-maturity securities at amortized cost and
available-for-sale securities at fair value.
(2) Exclude equity securities, e.g., investments in mutual funds, Federal
Reserve stock, common stock, and preferred stock.
(3) Report fixed rate debt securities by remaining maturity and floating rate
debt securities by repricing frequency.
(4) Sum of Memorandum items 2.a.(1) through 2.a.(6) plus any nonaccrual debt
securities in the categories of debt securities reported in Memorandum item 2.a
that are included in Schedule RC-N, item 9, column C, must equal Schedule RC-B,
sum of items 1, 2, 3, and 5, columns A and D, plus mortgage pass-through
securities other than those backed by closed-end first lien 1-4 family
residential mortgages included in Schedule RC-B, item 4.a, columns A and D.
(5) Sum of Memorandum items 2.b.(1) through 2.b.(6) plus any nonaccrual mortgage
pass-through securities backed by closed-end first lien 1-4 family
residential mortgages included in Schedule RC-N, item 9, column C, must equal
Schedule RC-B, item 4.a, sum of columns A and D, less the amount of mortgage
pass-through securities other than those backed by closed-end first lien 1-4
family residential mortgages included in Schedule RC-B, item 4.a, columns
A and D.
(6) Sum of Memorandum items 2.c.(1) and 2.c.(2) plus any nonaccrual "Other
mortgage-backed securities" included in Schedule RC-N, item 9, column C, must
equal Schedule RC-B, item 4.b, sum of columns A and D.
15
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543
Call Date: 06/30/98 FFIEC 031
Page RC-6
Printed 08/25/1998 at 14:06
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 income. Exclude
assets held for trading and commercial paper.
<TABLE>
<CAPTION>
C415
(Column A) (Column B)
Consolidated Domestic
Bank Offices
Dollar Amounts in Thousands RCFD Bil Mil Thou RCON Bil Mil Thou
<S> <C>
1. Loans secured by real estate 1410 9,816,390 1.
a. Construction and land development 1415 398,802 1.a.
b. Secured by farmland (including farm residential and other improvements) 1420 23,804 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 1,164,359 1.c.(1)
(2) All other loans secured by 1-4 family residential properties:
(a) Secured by first liens 5367 5,095,786 1.c.(2)(a)
(b) Secured by junior liens 5368 1,044,844 1.c.(2)(b)
d. Secured by multifamily (5 or more) residential properties 1460 164,410 1.d.
e. Secured by nonfarm nonresidential properties 1480 1,924,385 1.e.
2. Loans to depository institutions:
a. To commercial banks in the U.S. 1505 10,790 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 10,790 2.a.(2)
b. To other depository institutions in the U.S. 1517 0 1517 0 2.b.
c. To banks in foreign countries 1510 1,424 2.c.
(1) To foreign branches of other U.S. banks 1513 0 2.c.(1)
(2) To other banks in foreign countries 1516 1,424 2.c.(2)
3. Loans to finance agricultural production and other loans to farmers 1590 3,652 1590 3,652 3.
4. Commercial and industrial loans:
a. To U.S. addressees (domicile) 1763 3,083,249 1763 3,083,249 4.a.
b. To non-U.S. addressees (domicile) 1764 0 1764 0 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 4,380,156 6.
a. Credit cards and related plans (includes check credit and other revolving
credit plans) 2008 1,135,294 6.a.
b. Other (includes single payment, installment, and all student loans) 2011 3,244,862 6.b.
7. Loans to foreign governments and official institutions (including foreign
central banks) 2081 10,541 2081 10,541 7.
8. Obligations (other than securities and leases) of states and political
subdivisions in the U.S. 2107 312,987 2107 312,987 8.
9. Other loans 1563 382,120 9.
a. Loans for purchasing or carrying securities (secured and unsecured) 1545 62,644 9.a.
b. All other loans (exclude consumer loans) 1564 319,476 9.b.
10. Lease financing receivables (net of unearned income) 2165 191,795 10.
a. Of U.S. addressees (domicile) 2182 191,795 10.a.
b. Of non-U.S. addressees (domicile) 2183 0 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 18,193,104 2122 18,193,104 12.
</TABLE>
16
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543
Call Date: 06/30/98 FFIEC 031
Page RC-7
Printed 08/25/1998 at 14:06
Schedule RC-C--Continued
Part I. Continued
<TABLE>
<CAPTION>
Memoranda
Dollar Amounts in Thousands Bil Mil Thou
<S> <C>
1. Not applicable
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 (domicle) RCFD 1687 0 M.2.a.(1)
(2) To non-U.S. addressees (domicile) RCFD 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) RCFD 8691 0 M.2.b.
c. Commercial and industrial loans to and lease financing receivables of
non-U.S. addresses (domicile) included in Memorandum item 2.b above RCFD 8692 0 M.2.c.
3. Maturity and repricing data for loans and leases (excluding those in
nonaccrual status):
a. Closed-end loans secured by first liens on 1-4 family residential
properties in domestic offices with a remaining maturity or repricing
frequency of:(1)(2)
(1) Three months or less RCON A564 2,196,946 M.3.a.(1)
(2) Over three months through 12 months RCON A565 1,161,346 M.3.a.(2)
(3) Over one year through three years RCON A566 766,690 M.3.a.(3)
(4) Over three years through five years RCON A567 326,822 M.3.a.(4)
(5) Over five years through 15 years RCON A568 539,409 M.3.a.(5)
(6) Over 15 years RCON A569 81,650 M.3.a.(6)
b. All loans and leases (reported in Schedule RC-C, part I, items 1
through 10, column A) EXCLUDING closed-end loans secured by first liens
on 1-4 family residential properties in domestic offices (reported in
Schedule RC-C, part I, item 1.c.(2)(a), column B) with a remaining
maturity or repricing frequency of:(1)(3)
(1) Three months or less RCFD A570 7,690,315 M.3.b.(1)
(2) Over three months through 12 months RCFD A571 1,272,381 M.3.b.(2)
(3) Over one year through three years RCFD A572 2,697,130 M.3.b.(3)
(4) Over three years through five years RCFD A573 321,861 M.3.b.(4)
(5) Over five years through 15 years RCFD A574 983,794 M.3.b.(5)
(6) Over 15 years RCFD A575 95,132 M.3.b.(6)
c. Fixed rate AND floating rate loans and leases (reported in Schedule RC-C,
part I, items 1 through 10, Column A) with a REMAINING MATURITY
of one year or less RCFD A247 7,454,852 M.3.c.
d. Fixed rate AND floating rate loans secured by nonfarm nonresidential
properties in domestic offices(reported in Schedule RC-C, part I,
item 1.e, column B) with a REMAINING MATURITY of over
five years RCON A577 181,758 M.3.d.
e. Fixed rate AND floating rate commercial and industrial loans (reported
in Schedule RC-C, part I, item 4, column A) with a
REMAINING MATURITY of over three years RCFD A578 163,640 M.3.e.
</TABLE>
__________
(1) Report fixed rate loans and leases by remaining maturity and floating rate
loans by repricing frequency.
(2) Sum of Memorandum items 3.a.(1) through 3.a.(6) plus total nonaccrual
closed-end loans secured by first liens on 1-4 family residential properties
in domestic offices included in Schedule RC-N, Memorandum item 3.c.(2),
column C, must equal total closed-end loans secured by first liens on 1-4
family residential properties from Schedule RC-C, part I, item 1.c.(2)(a),
column B.
(3) Sum of Memorandum items 3.b.(1) through 3.b.(6), plus total nonaccrual
loans and leases from Schedule RC-N, sum of items 1 through 8, column C,
minus nonaccrual closed-end loans secured by first liens on 1-4 family
residential properties in domestic offices included in Schedule RC-N,
Memorandum item 3.c.(2), column C, must equal total loans and leases
from Schedule RC-C, part I, sum of items 1 through 10, column A, minus total
closed-end loans secured by first liens on 1-4 family residential properties
in domestic offices from Schedule RC-C, part I, item 1.c.(2)(a), column B.
17
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543
Call Date: 06/30/98 FFIEC 031
Page RC-8
Printed 08/25/1998 at 14:06
Schedule RC-C--Continued
Part I. Continued
<TABLE>
<CAPTION>
Memoranda (continued)
Dollar Amounts in Thousands Bil Mil Thou
<S> <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(1) RCFD 2746 0 M.4.
5. Loans and leases held for sale (included in Schedule RC-C, part I, page RC-6) RCFD 5369 2,176,669 M.5.
6. Adjustable rate closed-end loans secured by first liens on 1-4 family
residential properties in domestic offices (included in Schedule RC-C,
part I, item 1.c.(2)(a), column B, page RC-6) RCON 5370 1,207,884 M.6.
</TABLE>
__________
(1) Exclude loans secured by real estate that are included in Schedule RC-C,
part I, item 1, column A.
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).
<TABLE>
<CAPTION>
C420
Dollar Amounts in Thousands Bil Mil Thou
<S> <C>
ASSETS
1. U.S. Treasury securities in domestic offices RCON 3531 0 1.
2. U.S. Government agency obligations in domestic offices
(exclude mortgage-backed securities) RCON 3532 0 2.
3. Securities issued by states and political subdivisions in the U.S. in
domestic offices RCON 3533 0 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.-8. Not applicable
9. Other trading assets in domestic offices RCON 3541 0 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 0 11.a.
b. In foreign offices RCFN 3543 0 11.b.
12. Total trading assets (sum of items 1 through 11) (must equal Schedule RC,
item 5) RCFD 3545 0 12.
LIABILITIES Bil Mil Thou
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 0 14.
15. Total trading liabilities (sum of items 13 and 14) (must equal Schedule
RC, item 15.b) RCFD 3548 0 15.
</TABLE>
18
<PAGE>
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261-6665
FDIC Certificate No.: 12543
Call Date: 6/30/98 FFIEC 031
Page RC-8a
Printed 08/25/1998 at 14:06
Schedule RC-C--Continued
Part II. Loans to Small Businesses and Small Farms
Schedule RC-C, Part II is to be reported only with the June Report of Condition.
Report the number and amount currently outstanding as of June 30 of business
loans with "original amounts" of $1,000,000 or less and farm loans with
"original amounts" of $500,000 or less. The following guidelines should be used
to determine the "original amount" of a loan: (1) For loans drawn down under
lines of credit or loan commitments, the "original amount" of the loan is the
size of the line of credit or loan commitment when the line of credit or loan
commitment was most recently approved, extended, or renewed prior to the report
date. However, if the amount currently outstanding as of the report date
exceeds this size, the "original amount" is the amount currently outstanding
on the report date. (2) For loan participations and syndications, the
"original amount" of the loan participation or syndication is the entire
amount of the credit originated by the lead lender. (3) For all other loans,
the "original amount" is the total amount of the loan at origination or the
amount currently outstanding as of the report date, whichever is larger.
Loans to Small Businesses
<TABLE>
<CAPTION>
C418
RCON YES NO
<S> <C>
1. Indicate in the appropriate box at the right whether all or substantially
all of the dollar volume of your bank's "Loans secured by nonfarm
nonresidential properties" in domestic offices reported in Schedule RC-C,
part I, item 1.e, column B, and all or substantially all of the dollar
volume of your bank's "Commerical and industrial loans to U.S. addressees"
in domestic offices reported in Schedule RC-C, part I, item 4.a,
column B, have original amounts of $100,000 or less (If your bank has no
loans outstanding in both of these two loan categories, place an "X" in the
box marked "NO".) 6999 X 1.
</TABLE>
If YES, complete items 2.a and 2.b below, skip items 3 and 4, and go to item 5.
If NO and your bank has loans outstanding in either loan category, skip items
2.a and 2.b, complete items 3 and 4 below, and go to item 5.
If NO and your bank has no loans outstanding in both loan categories, skip items
2 through 4, and go to item 5.
<TABLE>
<S> <C>
Number of Loans
RCON
2. Report the total number of loans currently outstanding for each of the
following Schedule RC-C, part I, loan categories:
a. "Loans secured by nonfarm nonresidential properties" in domestic offices
reported in Schedule RC-C, part I, item 1.e, column B. (Note: Item 1.e,
column B, divided by the number of loans should NOT exceed $100,000.) 5562 N/A 2.a.
b. "Commercial and industrial loans to U.S. addressees" in domestic offices
reported in Schedule RC-C, part I, item 4.a, column B. (Note: Item 4.a,
column B, divided by the number of loans should NOT exceed $100,000.) 5563 N/A 2.b.
</TABLE>
<TABLE>
<CAPTION>
(Column A) (Column B)
Amount
Currently
Number of Loans Outstanding
Dollar Amounts in Thousands RCON RCON Bil Mil Thou
<S> <C>
3. Number and amount currently outstanding of "Loans secured by nonfarm
nonresidential properties" in domestic offices reported in Schedule RC-C,
part I, item 1.e, column B (sum of items 3.a through 3.c must be less
than or equal to Schedule RC-C, part I, item 1.e, column B):
a. With original amounts of $100,000 or less 5564 2,075 5565 67,985 3.a.
b. With original amounts of more than $100,000 through $250,000 5566 1,252 5567 153,278 3.b.
c. With original amounts of more than $250,000 through $1,000,000 5568 1,441 5569 569,189 3.c.
4. Number and amount currently outstanding of "Commercial and industrial loans
to U.S. addressees" in domestic offices reported in Schedule RC-C, part I,
item 4.a, column B (sum of items 4.a through 4.c must be less than or
equal to Schedule RC-C, part I, item 4.a, column B):
a. With original amounts of $100,000 or less 5570 22,435 5571 190,613 4.a.
b. With original amounts of more than $100,000 through $250,000 5572 1,653 5573 157,232 4.b.
c. With original amounts of more than $250,000 through $1,000,000 5574 1,532 5575 427,928 4.c.
</TABLE>
18a
<PAGE>
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261-6665
FDIC Certificate No.: 12543
Call Date: 6/30/98 FFIEC 031
Page RC-8b
Printed 08/25/1998 at 14:06
Schedule RC-C--Continued
Part II. Continued
Agricultural Loans to Small Farms
<TABLE>
YES NO
<S> <C>
5. Indicate in the appropriate box at the right whether all or substantially all
of the dollar volume of your bank's "Loans secured by farmland (including
farm residential and other improvements)" in domestic offices reported in
Schedule RC-C, part I, item 1.b, column B, and all or substantially all
of the dollar volume of your bank's "Loans to finance agricultural production
and other loans to farmers" in domestic offices reported in Schedule RC-C,
part I, item 3, column B, have original amounts of $100,000 or less (If
your bank has no loans outstanding in both of these two loan categories,
place an "X" in the box marked "NO".) 6860 X 5.
</TABLE>
If YES, complete items 6.a and 6.b below and do not complete items 7 and 8.
If NO and your bank has loans outstanding in either loan category, skip items
6.a and 6.b and complete items 7 and 8 below.
If NO and your bank has no loans outstanding in both loan categories, do not
complete items 6 through 8.
<TABLE>
<CAPTION>
Number of Loans
RCON
<S> <C>
6. Report the total number of loans currently outstanding for each of the
following Schedule RC-C, part I, loan categories:
a. "Loans secured by farmland (including farm residential and other
improvements)" in domestic offices reported in Schedule RC-C,
part I, item 1.b, column B. (Note: Item 1.b, column B, divided by the
number of loans should NOT exceed $100,000.) 5576 N/A 6.a.
b. "Loans to finance agricultural production and other loans to farmers"
in domestic offices reported in Schedule RC-C, part I, item 3, column B.
(Note: Item 3, column B, divided by the number of loans should
NOT exceed $100,000.) 5577 N/A 6.b.
</TABLE>
<TABLE>
<CAPTION>
(Column A) (Column B)
Amount
Currently
Number of Loans Outstanding
Dollar Amounts in Thousands RCON RCON Bil Mil Thou
<S> <C>
7. Number and amount currently outstanding of "Loans secured by farmland
(including farm residential and other improvements)" in domestic
offices reported in Schedule RC-C, part I, item 1.b, column B (sum
of items 7.a through 7.c must be less than or equal to Schedule RC-C,
part I, item 1.b, column B):
a. With original amounts of $100,000 or less 5578 149 5579 5,605 7.a.
b. With original amounts of more than $100,000 through $250,000 5580 61 5581 6,690 7.b.
c. With original amounts of more than $250,000 through $500,000 5582 14 5583 3,843 7.c.
8. Number and amount currently outstanding of "Loans to finance agricultural
production and other loans to farmers" in domestic offices reported in
Schedule RC-C, part I, item 3, column B (sum of items 8.a through 8.c must
be less than or equal to Schedule RC-C, part I, item 3, column B):
a. With original amounts of $100,000 or less 5584 157 5585 1,169 8.a.
b. With original amounts of more than $100,000 through $250,000 5586 3 5587 270 8.b.
c. With original amounts of more than $250,000 through $500,000 5588 3 5589 865 8.c.
</TABLE>
18b
<PAGE>
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543
Call Date: 06/30/98 FFIEC 031
Page RC-9
Printed 08/25/1998 at 14:06
Schedule RC-E--Deposit Liabilities
Part I. Deposits in Domestic Offices
<TABLE>
<CAPTION>
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>
Deposits of:
1. Individuals, partnerships,
and corporations 2201 3,051,408 2240 2,689,479 2346 14,221,919 1.
2. U.S. Government 2202 14,564 2280 7,341 2520 3,313 2.
3. States and political subdivisions
in the U.S. 2203 132,582 2290 111,842 2530 319,068 3.
4. Commercial banks in the U.S. 2206 121,306 2310 121,306 2550 536 4.
5. Other depository institutions
in the U.S. 2207 62,323 2312 62,323 2349 598 5.
6. Banks in foreign countries 2213 5,539 2320 5,539 2236 0 6.
7. Foreign governments and
official institutions
(including foreign central banks) 2216 0 2300 0 2377 0 7.
8. Certified and official checks 2330 36,539 2330 36,539 8.
9. Total (sum of items 1 through 8)
(sum of columns A and C must
equal Schedule RC, item 13.a) 2215 3,424,261 2210 3,034,369 2385 14,545,434 9.
</TABLE>
<TABLE>
<CAPTION>
Memoranda
Dollar Amounts in Thousands RCON Bil Mil Thou
<S> <C>
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 1,123,792 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. Maturity data for brokered deposits:
(1) Brokered deposits issued in denominations of less than $100,000 with
a remaining maturity of one year or less (included in Memorandum item
1.c.(1) above) A243 0 M.1.d.(1)
(2) Brokered deposits issued in denominations of $100,000 or more with a
remaining maturity of one year or less (included in Memorandum
item 1.b above) A244 0 M.1.d.(2)
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) (to be completed for the December report only) 5590 N/A 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 7,409,343 M.2.a.(1)
(2) Other savings deposits (excludes MMDAs) 0352 1,397,567 M.2.a.(2)
b. Total time deposits of less than $100,000 6648 3,578,435 M.2.b.
c. Total time deposits of $100,000 or more 2604 2,160,089 M.2.c.
3. All NOW accounts (included in column A above) 2398 389,891 M.3.
4. Not applicable
</TABLE>
19
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543
Call Date: 06/30/98 FFIEC 031
Page RC-10
Printed 08/25/1998 at 14:06
Schedule RC-E--Continued
Part I. Continued
Memoranda (continued)
<TABLE>
<CAPTION>
Dollar Amounts in Thousands RCON Bil Mil Thou
<S> <C>
5. Maturity and repricing data for time deposits of less than $100,000:
a. Time deposits of less than $100,000 with a remaining maturity or repricing frequency
of: (1) (2)
(1) Three months or less A579 848,900 M.5.a.(1)
(2) Over three months through 12 months A580 1,638,903 M.5.a.(2)
(3) Over one year through three years A581 874,417 M.5.a.(3)
(4) Over three years A582 216,215 M.5.a.(4)
b. Fixed rate AND floating rate time deposits of less than $100,000 with a REMAINING
MATURITY of one year or less (included in Memorandum items 5.a.(1) through
5.a.(4) above) A241 2,487,803 M.5.b.
6. Maturity and repricing data for time deposits of $100,000 or more:
a. Time deposits of $100,000 or more with a remaining maturity or repricing frequency
of: (1) (3)
(1) Three months or less A584 1,584,945 M.6.a.(1)
(2) Over three months through 12 months A585 465,078 M.6.a.(2)
(3) Over one year through three years A586 90,506 M.6.a.(3)
(4) Over three years A587 19,560 M.6.a.(4)
b. Fixed rate AND floating rate time deposits of $100,000 or more with a REMAINING
MATURITY of one year or less (included in Memorandum items 6.a.(1) through
6.a.(4) above) A242 2,050,023 M.6.b.
</TABLE>
__________
(1) Report fixed rate time deposits by remaining maturity and floating rate time
deposits by repricing frequency.
(2) Sum of Memorandum items 5.a.(1) through 5.a.(4) must equal Schedule RC-E,
Memorandum item 2.b above.
(3) Sum of Memorandum items 6.a.(1) through 6.a.(4) must equal Schedule RC-E,
Memorandum item 2.c above.
20
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543
Call Date: 06/30/98 FFIEC 031
Page RC-11
Printed 08/25/1998 at 14:06
Schedule RC-E--Continued
Part II. Deposits in Foreign Offices (including Edge and Agreement subsidiaries
and IBFs)
<TABLE>
<CAPTION>
Dollar Amounts in Thousands RCFN Bil Mil Thou
<S> <C>
Deposits of:
1. Individuals, partnerships, and corporations 2621 0 1.
2. U.S. banks (including IBFs and foreign branches of U.S. banks) 2623 50,000 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 50,000 7.
</TABLE>
<TABLE>
<CAPTION>
Memorandum
Dollar Amounts in Thousands RCFN Bil Mil Thou
<S> <C>
1. Time deposits with a remaining maturity of one year or less (included in
Part II, item 7 above) A245 50 ,000 M.1.
</TABLE>
Schedule RC-F--Other Assets
<TABLE>
<CAPTION>
C430
Dollar Amounts in Thousands Bil Mil Thou
<S> <C>
1. Income earned, not collected on loans RCFD 2164 141,877 1.
2. Net deferred tax assets (1) RCFD 2148 89,673 2.
3. Interest-only strips receivable (not in the form of a security)
(2) on:
a. Mortgage loans RCFD A519 0 3.a.
b. Other financial assets RCFD A520 0 3.b.
4. Other (itemize and describe amounts that exceed 25% of This item) RCFD 2168 636,719 4.
a. TEXT 3549 RCFD 3549 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 868,269 5.
</TABLE>
<TABLE>
<CAPTION>
Memorandum
Dollar Amounts in Thousands Bil Mil Thou
<S> <C>
1. Deferred tax assets disallowed for regulatory capital purposes RCFD 5610 0 M.1.
</TABLE>
Schedule RC-G--Other Liabilities
<TABLE>
<CAPTION>
C435
Dollar Amounts in Thousands Bil Mil Thou
<S> <C>
1. a. Interest accrued and unpaid on deposits in domestic offices (3) RCON 3645 45,274 1.a.
b. Other expenses accrued and unpaid (includes accrued income taxes payable) RCFD 3646 170,121 1.b.
2. Net deferred tax liabilities (1) RCFD 3049 0 2.
3. Minority interest in consolidated subsidiaries RCFD 3000 0 3.
4. Other (itemize and describe amounts that exceed 25% of this item) RCFD 2938 141,715 4.
a. TEXT 3552 Crestar Mortgage Processing RCFD 3552 52,566 4.a.
b. TEXT 3553 Purchase Contracts RCFD 3553 37,808 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 357,110 5.
</TABLE>
__________
(1) See discussion of deferred income taxes in Glossary entry on "income taxes."
(2) Report interest-only strips receivable in the form of a security as
available-for-sale securities in Schedule RC, item 2.b, or as trading
assets in Schedule RC, item 5, as appropriate.
(3) For savings banks, include "dividends" accrued and unpaid on deposits.
21
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543
Call Date: 06/30/98 FFIEC 031
Page RC-12
Printed 08/25/1998 at 14:06
Schedule RC-H--Selected Balance Sheet Items for Domestic Offices
<TABLE>
<CAPTION>
C440
Domestic Offices
Dollar Amounts in Thousands RCON Bil Mil Thou
<S> <C>
1. Customers' liability to this bank on acceptances outstanding 2155 7,083 1.
2. Bank's liability on acceptances executed and outstanding 2920 7,083 2.
3. Federal funds sold and securities purchased under agreements to resell 1350 715,241 3.
4. Federal funds purchased and securities sold under agreements to repurchase 2800 3,033,270 4.
5. Other borrowed money 3190 1,580,840 5.
EITHER
6. Net due from own foreign offices, Edge and Agreement subsidiaries, and IBFs 2163 61,252 6.
OR
7. Net due to own foreign offices, Edge and Agreement subsidiaries, and IBFs 2941 N/A 7.
8. Total assets (excludes net due from foreign offices, Edge and Agreement
subsidiaries, and IBFs) 2192 25,936,497 8.
9. Total liabilities (excludes net due to foreign offices, Edge and Agreement
subsidiaries, and IBFs) 3129 24,131,933 9.
</TABLE>
In Items 10-17, report the amortized (historical) cost of both
held-to-maturity and available-for-sale securities in domestic offices.
<TABLE>
<CAPTION>
RCON Bil Mil Thou
<S> <C>
10. U.S. Treasury securities 1039 279,602 10.
11. U.S. Government agency obligations (exclude mortgage-backed securities) 1041 142,824 11.
12. Securities issued by states and political subdivisions in the U.S. 1042 45,366 12.
13. Mortgage-backed securities (MBS):
a. Pass-through securities:
(1) Issued or guaranteed by FNMA, FHLMC, or GNMA 1043 2,688,759 13.a.(1)
(2) Other pass-through securities 1044 0 13.a.(2)
b. Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS):
(1) Issued or guaranteed by FNMA, FHLMC, or GNMA 1209 510,878 13.b.(1)
(2) All other mortgage-backed securities 1280 131,473 13.b.(2)
14. Other domestic debt securities 1281 750,608 14.
15. Foreign debt securities 1282 2,250 15.
16. Equity securities:
a. Investments in mutual funds and other
equity securities with readily determinable fair values A510 9,985 16.a.
b. All other equity securities 1752 105,668 16.b.
17. Total amortized (historical) cost of both held-to-maturity and
available-for-sale securities (sum of items 10 through 16) 1374 4,667,413 17.
</TABLE>
<TABLE>
<CAPTION>
Memorandum (to be completed only by banks with IBFs and other "foreign" offices)
Dollar Amounts in Thousands RCON Bil Mil Thou
<S> <C>
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
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543
Call Date: 06/30/98 FFIEC 031
Page RC-13
Printed 08/25/1998 at 14:06
Schedule RC-I--Selected Assets and Liabilities of IBFs
To be completed only by banks with IBFs and other "foreign" offices.
<TABLE>
<CAPTION>
C445
Dollar Amounts in Thousands RCFN Bil Mil Thou
<S> <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.
</TABLE>
Schedule RC-K--Quarterly Averages (1)
<TABLE>
<CAPTION>
C455
Dollar Amounts in Thousands Bil Mil Thou
<S> <C>
ASSETS
1. Interest-bearing balances due from depository institutions RCFD 3381 35,472 1.
2. U.S. Treasury securities and U.S. Government agency obligations(2) RCFD 3382 3,844,946 2.
3. Securities issued by states and political subdivisions in the U.S.(2) RCFD 3383 45,667 3.
4. a. Other debt securities(2) RCFD 3647 881,781 4.a.
b. Equity securities(3) (includes investments in mutual funds and Federal
Reserve stock) RCFD 3648 119,644 4.b.
5. Federal funds sold and securities purchased under agreements to resell RCFD 3365 150,726 5.
6. Loans:
a. Loans in domestic offices:
(1) Total loans RCON 3360 17,832,014 6.a.(1)
(2) Loans secured by real estate RCON 3385 9,842,487 6.a.(2)
(3) Loans to finance agricultural production and other loans to farmers RCON 3386 3,241 6.a.(3)
(4) Commercial and industrial loans RCON 3387 2,992,791 6.a.(4)
(5) Loans to individuals for household, family, and other personal expenditures RCON 3388 4,342,410 6.a.(5)
b. Total loans in foreign offices, Edge and Agreement subsidiaries, and IBFs RCFN 3360 0 6.b.
7. Trading assets RCFD 3401 0 7.
8. Lease financing receivables (net of unearned income) RCFD 3484 159,263 8.
9. Total assets(4) RCFD 3368 25,084,000 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 243,940 10.
11. Nontransaction accounts in domestic offices:
a. Money market deposit accounts (MMDAs) RCON 3486 6,585,559 11.a.
b. Other savings deposits RCON 3487 1,418,043 11.b.
c. Time deposits of $100,000 or more RCON A514 1,717,740 11.c.
d. Time deposits of less than $100,000 RCON A529 3,647,506 11.d.
12. Interest-bearing deposits in foreign offices, Edge and Agreement
subsidiaries, and IBFs RCFN 3404 42,857 12.
13. Federal funds purchased and securities sold under agreements to repurchase RCFD 3353 2,954,195 13.
14. Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases) RCFD 3355 1,893,613 14.
</TABLE>
__________
(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.
23
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543
Call Date: 06/30/98 FFIEC 031
Page RC-14
Printed 08/25/1998 at 14:06
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.
<TABLE>
<CAPTION>
C460
Dollar Amounts in Thousands RCFD Bil Mil Thou
<S> <C>
1. Unused commitments:
a. Revolving, open-end lines secured by 1-4 family residential properties,
e.g., home equity lines 3814 1,220,786 1.a.
b. Credit card lines 3815 2,698,549 1.b.
c. Commercial real estate, construction, and land development:
(1) Commitments to fund loans secured by real estate 3816 351,301 1.c.(1)
(2) Commitments to fund loans not secured by real estate 6550 0 1.c.(2)
d. Securities underwriting 3817 0 1.d.
e. Other unused commitments 3818 7,805,149 1.e.
2. Financial standby letters of credit and foreign office guarantees 3819 303,441 2.
a. Amount of financial standby letters of credit conveyed to others RCFD 3820 3,888 2.a.
3. Performance standby letters of credit and foreign office guarantees 3821 127,322 3.
a. Amount of performance standby letters of credit conveyed to others RCFD 3822 254 3.a.
4. Commercial and similar letters of credit 3411 22,340 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 0 7.
8. Securities lent (including customers' securities lent where the customer is
indemnified against loss by the reporting bank) 3433 0 8.
9. Financial assets transferred with recourse that have been
treated as sold for Call Report purposes:
a. First lien 1-to-4 family residential mortgage loans:
(1) Outstanding principal balance of mortgages transferred as of the report
date A521 141,897 9.a.(1)
(2) Amount of recourse exposure on these mortgages as of the report date A522 141,897 9.a.(2)
b. Other financial assets (excluding small business obligations reported in item
9.c):
(1) Outstanding principal balance of assets transferred as of the report
date A523 0 9.b.(1)
(2) Amount of recourse exposure on these assets as of the report date A524 0 9.b.(2)
c. Small business obligations transferred with recourse under Section 208 of the
Riegle Community Development and Regulatory Improvement Act of 1994:
(1) Outstanding principal balance of small business obligations transferred
as of the report date A249 0 9.c.(1)
(2) Amount of retained recourse on these obligations as of the report date A250 0 9.c.(2)
10. Notional amount of credit derivatives:
a. Credit derivatives on which the reporting bank is the guarantor A534 0 10.a.
b. Credit derivatives on which the reporting bank is the beneficiary A535 0 10.b.
11. Spot foreign exchange contracts 8765 1,375 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 1,698,546 12.
a. TEXT 3555 Mortgage Servicing With Recourse RCFD 3555 1,698,546 12.a.
b. TEXT 3556 RCFD 3556 12.b.
c. TEXT 3557 RCFD 3557 12.c.
d. TEXT 3558 RCFD 3558 12.d.
</TABLE>
24
Call Date: 06/30/98 FFIEC 031
Page RC-15
Printed 08/25/1998 at 14:06
Schedule RC-L--Continued
<TABLE>
<CAPTION>
Dollar Amounts in Thousands RCFD Bil Mil Thou
<S> <C>
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 5593 RCFD 5593 13.b.
c. TEXT 5594 RCFD 5594 13.c.
d. TEXT 5595 RCFD 5595 13.d.
</TABLE>
<TABLE>
<CAPTION>
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>
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. Future contracts 0 0 0 0 14.a.
RCFD 8693 RCFD 8694 RCFD 8695 RCFD 8696
b. Forward contracts 2,813,321 28,653 0 0 14.b.
RCFD 8697 RCFD 8698 RCFD 8699 RCFD 8700
c. Exchange-traded option contracts:
(1) Written options 0 0 0 0 14.c.(1)
RCFD 8701 RCFD 8702 RCFD 8703 RCFD 8704
(2) Purchased options 0 0 0 0 14.c.(2)
RCFD 8705 RCFD 8706 RCFD 8707 RCFD 8708
d. Over-the-counter option contracts:
(1) Written options 19,852 0 0 0 14.d.(1)
RCFD 8709 RCFD 8710 RCFD 8711 RCFD 8712
(2) Purchased options 3,274,852 0 0 0 14.d.(2)
RCFD 8713 RCFD 8714 RCFD 8715 RCFD 8716
e. Swaps 1,911,556 0 0 0 14.e.
RCFD 3450 RCFD 3826 RCFD 8719 RCFD 8720
15. Total gross notional amount of derivative
contracts held for trading 0 28,653 0 0 15.
RCFD A126 RCFD A127 RCFD 8723 RCFD 8724
16. 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 8,019,581 0 0 0 16.b.
RCFD 8729 RCFD 8730 RCFD 8731 RCFD 8732
c. Interest rate swaps where the bank
has agreed to pay a fixed rate 0 16.c.
RCFD A589
</TABLE>
25
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543
Call Date: 06/30/98 FFIEC 031
Page RC-16
Printed 08/25/1998 at 14:06
Schedule RC-L--Continued
<TABLE>
<CAPTION>
C462
(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>
17. Gross fair values of
derivative contracts:
a. Contracts held for trading:
(1) Gross positive fair value 8733 0 8734 293 8735 0 8736 0 17.a.(1)
(2) Gross negative fair value 8737 0 8738 271 8739 0 8740 0 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 32,558 8750 0 8751 0 8752 0 17.c.(1)
(2) Gross negative fair value 8753 8,140 8754 0 8755 0 8756 0 17.c.(2)
</TABLE>
<TABLE>
<CAPTION>
Memoranda Dollar Amounts in Thousands RCFD Bil Mil Thou
<S> <C>
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 4,989,751 M.3.
a. Participations in commitments with an original maturity
exceeding one year conveyed to others RCFD 3834 0 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 0 M.4.
5. Loans to individuals for household, family, and other personal
expenditures that have been securitized and sold (with servicing retained),
amounts outstanding by type of loan:
a. Loans to purchase private passenger automobiles (to be completed
for the September report only) 2741 N/A M.5.a.
b. Credit cards and related plans (TO BE COMPLETED QUARTERLY) 2742 0 M.5.b.
c. All other consumer credit (including mobile home loans)
(to be completed for the September report only) 2743 N/A M.5.c.
</TABLE>
26
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543
Call Date: 06/30/98 FFIEC 031
Page RC-17
Printed 08/25/1998 at 14:06
Schedule RC-M--Memoranda
<TABLE>
<CAPTION>
C465
Dollar Amounts in Thousands RCFD Bil Mil Thou
<S> <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 28,138 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 of total capital as defined for this Number
purpose in agency regulations RCFD 6165 3 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,
item 3) 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 1,416,434 4.a.
b. Mortgages serviced under a FHLMC contract:
(1) Serviced with recourse to servicer 5501 12,647 4.b.(1)
(2) Serviced without recourse to servicer 5502 2,896,022 4.b.(2)
c. Mortgages serviced under a FNMA contract:
(1) Serviced under a regular option contract 5503 81,168 4.c.(1)
(2) Serviced under a special option contract 5504 3,222,535 4.c.(2)
d. Mortgages serviced under other servicing contracts 5505 6,599,120 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 7,083 5.a.
b. Non-U.S. addressees (domicile) 2104 0 5.b.
6. Intangible assets:
a. Mortgage servicing assets 3164 105,171 6.a.
(1) Estimated fair value of mortgage servicing assets RCFD A590 88,591 6.a.(1)
b. Other identifiable intangible assets:
(1) Purchased credit card relationships 5506 0 6.b.(1)
(2) All other identifiable intangible assets 5507 3,159 6.b.(2)
c. Goodwill 3163 183,598 6.c.
d. Total (sum of items 6.a, 6.b.(1), 6.b.(2), and 6.c)
(must equal Schedule RC, item 10) 2143 291,928 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 46 6.e.
7. Mandatory convertible debt, net of common or perpetual preferred stock
dedicated to redeem the debt 3295 0 7.
</TABLE>
__________
(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.
27
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543
Call Date: 06/30/98 FFIEC 031
Page RC-18
Printed 08/25/1998 at 14:06
Schedule RC-M--Continued
<TABLE>
<CAPTION>
Dollar Amounts in Thousands Bil Mil Thou
<S> <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 0 8.a.(2)(a)
(b) Farmland in domestic offices RCON 5509 0 8.a.(2)(b)
(c) 1-4 family residential properties in domestic offices RCON 5510 15,934 8.a.(2)(c)
(d) Multifamily (5 or more) residential properties in domestic offices RCON 5511 0 8.a.(2)(d)
(e) Nonfarm nonresidential properties in domestic offices RCON 5512 2,164 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 18,098 8.a.(3)
b. Investments in unconsolidated subsidiaries and associated companies:
(1) Direct and indirect investments in real estate ventures RCFD 5374 150 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 150 8.b.(3)
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 1,477,082 10.a.
b. Equity securities funds RCON 8427 56,570 10.b.
c. Debt securities funds RCON 8428 14,734 10.c.
d. Other mutual funds RCON 8429 26,968 10.d.
e. Annuities RCON 8430 46,448 10.e.
f. Sales of proprietary mutual funds and annuities (included in items 10.a
through 10.e above) RCON 8784 5,183 10.f.
11. Net unamortized realized deferred gains (losses) on off-balance sheet derivative
contracts included in assets and liabilities reported in Schedule RC RCFD A525 1,118 11.
12. Amount of assets netted against nondeposit liabilities and deposits in foreign
offices (other than insured branches in Puerto Rico and U.S. territories and
possessions) on the balance sheet (Schedule RC) in accordance with generally
accepted accounting principles (1) RCFD A526 0 12.
13. Outstanding principal balance of loans other than 1-4 family residential mortgage
loans that are serviced for others (to be completed if this balance is more than
$10 million and exceeds ten percent of total assets) RCFD A591 0 13.
</TABLE>
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
Memorandum RCFD Bil Mil Thou
<S> <C>
1. Reciprocal holdings of banking organizations' capital instruments
(to be completed for the December report only) 3836 N/A M.1.
</TABLE>
- -------------
(1) Exclude netted on-balance sheet amounts associated with off-balance sheet
derivative contracts, deferred tax assets netted against deferred tax
liabilities, and assets netted in accounting for pensions.
28
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543
Call Date: 06/30/98 FFIEC 031
Page RC-19
Printed 08/25/1998 at 14:06
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, column A, and in Memorandum items 2 through 4, column A,
as confidential.
<TABLE>
<CAPTION>
C470
(Column A) (Column B) (Column C)
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>
1. Loans secured by real estate:
a. To U.S. addressees (domicile) 1245 123,281 1246 12,688 1247 51,048 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 0 2.a.
b. To foreign banks 5380 0 5381 0 5382 0 2.b.
3. Loans to finance agricultural production
and other loans to farmers 1594 2 1597 0 1583 0 3.
4. Commercial and industrial loans:
a. To U.S. addressees (domicile) 1251 7,445 1252 1,389 1253 3,479 4.a.
b. To non-U.S. addressees (domicile) 1254 0 1255 0 1256 0 4.b.
5. Loans to individuals for household, family,
and other personal expenditures:
a. Credit cards and related plans 5383 22,170 5384 15,872 5385 0 5.a.
b. Other (includes single payment,
installment, and all student loans) 5386 77,721 5387 34,230 5388 3,622 5.b.
6. Loans to foreign governments and official
institutions 5389 0 5390 0 5391 0 6.
7. All other loans 5459 71 5460 37 5461 1,479 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 0 3507 0 9.
</TABLE>
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.
<TABLE>
<CAPTION>
RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou
<S> <C>
10. Loans and leases reported in items 1
through 8 above which are wholly or
partially guaranteed by the U.S.
Government. 5612 45,351 5613 31,813 5614 0 10.
a. Guaranteed portion of loans and leases
included in item 10 above. 5615 45,326 5616 31,791 5617 0 10.a.
</TABLE>
29
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543
Call Date: 06/30/98 FFIEC 031
Page RC-20
Printed 08/25/1998 at 14:06
Schedule RC-N--Continued
<TABLE>
<CAPTION>
C473
(Column A) (Column B) (Column C)
Past due Past due 90 Nonaccrual
30 through 89 days or more
days and still and still
accruing accruing
Memoranda
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou
<S> <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 1,532 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 0 6559 0 6560 0 M.2.
<CAPTION>
RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
<S> <C>
3. Loans secured by real estate in domestic
offices (included in Schedule RC-N,
item 1, above):
a. Construction and land development 2759 7,795 2769 0 3492 13,161 M.3.a.
b. Secured by farmland 3493 157 3494 181 3495 70 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 13,411 5399 2,389 5400 2,074 M.3.c.(1)
(2) All other loans secured by 1-4 family
residential properties 5401 82,016 5402 8,164 5403 22,923 M.3.c.(2)
d. Secured by multifamily (5 or more)
residential properties 3499 211 3500 0 3501 1,178 M.3.d.
e. Secured by nonfarm nonresidential
properties 3502 19,691 3503 1,954 3504 11,642 M.3.e.
</TABLE>
<TABLE>
<CAPTION>
(Column A) (Column B)
Past due 30 Past due 90
through 89 days days or more
RCFD Bil Mil Thou RCFD Bil Mil Thou
<S> <C>
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>
Person to whom questions about the Reports of Condition and Income should be
directed:
C477
<TABLE>
<S> <C>
Laureen Trice, Vice President (804)782-5629
Name and Title (TEXT 8901) Area code/phone number/extension
(TEXT 8902)
(804) 782-7155
FAX: Area code/phone number (TEXT 9116)
</TABLE>
Even though Call Reports must be filed electronically,
send my bank a sample set of paper Call Reports forms
for the next quarter: Yes [X] (RCON 9117)
30
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543
Call Date: 06/30/98 FFIEC 031
Page RC-21
Printed 08/25/1998 at 14:06
Schedule RC-O--Other Data for Deposit Insurance and FICO Assessments
<TABLE>
<CAPTION>
C475
Dollar Amounts in Thousands RCON Bil Mil Thou
<S> <C>
1. Unposted debits (see instructions):
a. Actual amount of all unposted debits 0030 N/A 1.a.
OR
b. Separate amount of unposted debits:
(1) Actual amount of unposted debits to demand deposits 0031 0 1.b.(1)
(2) Actual amount of unposted debits to time and savings deposits (1) 0032 0 1.b.(2)
2. Unposted credits (see instructions):
a. Actual amount of all unposted credits 3510 N/A 2.a.
OR
b. Separate amount of unposted credits:
(1) Actual amount of unposted credits to demand deposits 3512 0 2.b.(1)
(2) Actual amount of unposted credits to time and savings deposits (1) 3514 0 2.b.(2)
3. Uninvested trust funds (cash) held in bank's own trust department (not
included in total deposits in domestic offices) 3520 0 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 25,265 4.a.
b. Time and savings deposits (1) of consolidated subsidiaries 2351 0 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.
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, item 4 or 5,
column B) 2314 0 6.a.
b. Amount reflected in time and savings deposits (1) (included in Schedule
RC-E, Part I, item 4 or 5, column A or C, but not column B) 2315 0 6.b.
7. Unamortized premiums and discounts on time and savings deposits:(1),(2)
a. Unamortized premiums 5516 0 7.a.
b. Unamortized discounts 5517 0 7.b.
8. To be completed by banks with "Oakar deposits."
a. Deposits purchased or acquired from other FDIC-insured institutions during
the quarter (exclude deposits purchased or acquired from foreign offices other
than insured branches in Puerto Rico and U.S. territories and possessions):
(1) Total deposits purchased or acquired from other FDIC-insured institutions
during the quarter A531 0 8.a.(1)
(2) Amount of purchased or acquired deposits reported in item 8.a.(1) above
attributable to a secondary fund (i.e., BIF members report deposits
attributable to SAIF; SAIF members report deposits attributable to BIF) A532 0 8.a.(2)
b. Total deposits sold or transferred to other FDIC-insured institutions during
the quarter (exclude sales or transfers by the reporting bank of deposits in
foreign offices other than insured branches in Puerto Rico and U.S. territories
and possessions) A533 0 8.b.
</TABLE>
__________
(1) For FDIC insurance and FICO assessment purposes, "time and savings deposits"
consists of nontransaction accounts and all transaction accounts other than
demand deposits.
(2) Exclude core deposit intangibles.
31
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543
Call Date: 06/30/98 FFIEC 031
Page RC-22
Printed 08/25/1998 at 14:06
Schedule RC-O--Continued
<TABLE>
<CAPTION>
Dollar Amounts in Thousands RCON Bil Mil Thou
<S> <C>
9. Deposits in lifeline accounts 5596 9.
10. Benefit-responsive "Depository Institution Investment Contracts" (included
in total deposits in domestic offices) 8432 0 10.
11. Adjustments to demand deposits in domestic offices and in insured branches in
Puerto Rico and U.S. territories and possessions reported in Schedule RC-E for
certain reciprocal demand balances:
a. Amount by which demand deposits would be reduced if the reporting bank's
reciprocal demand balances with the domestic offices of U.S. banks and
savings associations and insured branches in Puerto Rico and U.S. territories
and possessions that were reported on a gross basis in Schedule RC-E had
been reported on a net basis 8785 0 11.a.
b. Amount by which demand deposits would be increased if the reporting bank's
reciprocal demand balances with foreign banks and foreign offices of other U.S.
banks (other than insured branches in Puerto Rico and U.S. territories and possessions)
that were reported on a net basis in Schedule RC-E had been reported on a gross basis 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 the reporting bank's net reciprocal
demand balances with the domestic offices of U.S. banks and savings associations and
insured branches in Puerto Rico and U.S. territories and possessions in Schedule RC-E A182 0 11.c.
12. Amount of assets netted against deposit liabilities in domestic offices and in
insured branches in Puerto Rico and U.S. territories and possessions on the balance
sheet (Schedule RC) in accordance with generally accepted accounting principles
(exclude amounts related to reciprocal demand balances):
a. Amount of assets netted against demand deposits A527 0 12.a.
b. Amount of assets netted against time and savings deposits A528 0 12.b.
</TABLE>
Memoranda (to be completed each quarter except as noted)
<TABLE>
<CAPTION>
Dollar Amounts in Thousands RCON Bil Mil Thou
<S> <C>
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 11,228,370 M.1.a.(1)
(2) Number of deposit accounts of $100,000 or less
(to be completed for the June report only) Number
RCON 3779 1,934,591 M.1.a.(2)
b. Deposit accounts of more than $100,000:
(1) Amount of deposit accounts of more than $100,000 2710 6,741,325 M.1.b.(1)
Number
(2) Number of deposit accounts of more than $100,000 RCON 2722 19,110 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 estimate described above Yes No
6861 X M.2.a.
b. If the box marked YES has been checked, report the estimate of uninsured RCON Bil Mil Thou
deposits determined by using your bank's method or procedure 5597 N/A M.2.b.
3. Has the reporting institution been consolidated with a parent bank or savings
association in that parent bank's or parent savings association's
Call Report or Thrift Financial Report?
If so, report the legal title and FDIC Certificate Number of the parent bank or
parent savings association: FDIC Cert No.
TEXT A545 N/A RCON A545 N/A M.3.
</TABLE>
32
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543
Call Date: 06/30/98 FFIEC 031
Page RC-23
Printed 08/25/1998 at 14:06
Schedule RC-R--Regulatory 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, 1997, must complete items 2 through 9 and Memoranda items
1 and 2. Banks with assets of less than $1 billion must complete
items 1 through 3 below or Schedule RC-R in its entirety, depending on
their response to item 1 below.
<TABLE>
<CAPTION>
<S> <C>
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. C480
Indicate in the appropriate box at the right whether the bank has total capital Yes No
greater than or equal to eight percent of adjusted total assets. RCFD 6056 1.
</TABLE>
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
items 2 and 3 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.
NOTE: All banks are required to complete items 2 and 3 below. See optional
worksheet for items 3.a through 3.f.
<TABLE>
<CAPTION>
Dollar Amounts in Thousands RCFD Bil Mil Thou
<S> <C>
2. Portion of qualifying limited-life capital instruments
(original weighted average maturity of at least five
years) that is includible in Tier 2 capital:
a. Subordinated debt(1) and intermediate term preferred stock A515 402,000 2.a.
b. Other limited-life capital instruments A516 0 2.b.
3. Amounts used in calculating regulatory capital ratios
(report amounts determined by the bank for its own
internal regulatory capital analyses consistent with applicable
capital standards):
(1) Tier 1 capital 8274 1,673,070 3.a.(1)
(2) Tier 2 capital 8275 647,878 3.a.(2)
(3) Tier 3 capital 1395 0 3.a.(3)
b. Total risk-based capital 3792 2,320,948 3.b.
(3) Tier 3 Capital
c. Excess allowance for loan and lease losses (amount that exceeds
1.25% of gross risk-weighted assets) A222 0 3.c.
d. (1) Net risk-weighted assets (gross risk-weighted assets less excess
allowance reported in item 3.c above and all other deductions) A223 21,568,132 3.d.(1)
(2) Market risk equivalent assets 1651 0 3.d.(2)
e. Maximum contractual dollar amount of recourse exposure in low level
recourse transactions (to be completed only if the bank uses the "direct
reduction method" to report these transactions in Schedule RC-R) 1727 0 3.e.
f. "Average total assets" (quarterly average reported in Schedule RC-K,
item 9, less all assets deducted from Tier 1 capital)(2) A224 24,897,213 3.f.
</TABLE>
Items 4-9 and Memoranda items 1 and 2 are to be completed by banks that
answered NO to item 1 above and by banks with total assets of $1 billion or
more.
<TABLE>
<CAPTION>
(Column A) (Column B)
Assets Credit Equiv-
Recorded alent Amount
on the of Off-Balance
Balance Sheet Sheet Items(3)
RCFD Bil Mil Thou RCFD Bil Mil Thou
<S> <C>
4. Assets and credit equivalent amounts of off-balance sheet items
assigned to the Zero percent risk category:
a. Assets recorded on the balance sheet 5163 638,063 4.a.
b. Credit equivalent amount of off-balance sheet items 3796 0 4.b.
</TABLE>
__________
(1) Exclude mandatory convertible debt reported in Schedule RC-M, item 7.
(2) Do not deduct excess allowance for loan and lease losses.
(3) Do not report in column B the risk-weighted amount of assets reported in
column A.
33
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543
Call Date: 06/30/98 FFIEC 031
Page RC-24
Printed 08/25/1998 at 14:06
Schedule RC-R--Continued
<TABLE>
<CAPTION>
(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>
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 5165 5,967,039 5.a.
b. Credit equivalent amount of off-balance sheet items 3801 36,048 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 5,025,164 6.a.
b. Credit equivalent amount of off-balance sheet items 3803 1,042,568 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 14,471,218 7.a.
b. Credit equivalent amount of off-balance sheet items 3805 2,862,431 7.b.
8. On-balance sheet asset values excluded from and deducted in
the calculation of the risk-based capital ratio (2) 3806 192,821 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 26,294,305 9.
</TABLE>
zz
Memoranda
<TABLE>
<CAPTION>
Dollar Amounts in Thousands RCFD Bil Mil Thou
<S> <C>
1. Current credit exposure across all off-balance sheet derivative contracts
covered by the risk-based capital standards 8764 32,558 M.1.
</TABLE>
<TABLE>
<CAPTION>
With a remaining maturity of
(Column A) (Column B) (Column C)
One year or less Over one year Over five years
through five years
RCFD Tril Bil Mil Thou RCFD Tril Bil Mil Thou RCFD Tril Bil Mil Thou
<S> <C>
2. Notional principal amounts of
off-balance sheet derivative
contracts (3):
a. Interest rate contracts 3809 41,681 8766 4,853,406 8767 301,322 M.2.a.
b. Foreign exchange contracts 3812 1,375 8769 0 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 0 8778 0 8779 0 M.2.e.
f. Equity derivative contracts A000 0 A001 0 A002 0 M.2.f.
</TABLE>
__________
(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 debt securities in item 8 and report the
amortized cost of these debt securities in items 4 through 7 above.
For available-for-sale equity securities, if fair value exceeds cost,
include the difference between the fair value and the cost in item 8
and report the cost of these equity securities in items 5 through 7
above; if cost exceeds fair value, report the fair value of these
equity securities in items 5 through 7 above and include no amount
in item 8. 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 not included in the calculation of credit equivalent
amounts of off-balance sheet derivatives 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.
34
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543
Call Date: 06/30/98 FFIEC 031
Page RC-25
Printed 08/25/1998 at 14:06
Optional Narrative Statement Concerning the Amounts Reported in the
Reports of Condition and Income at close of business on June 30, 1998
CRESTAR BANK Richmond, Virginia
Legal Title of Bank City State
The management of the reporting bank may, if it wishes, submit a brief
narrative statement on the amounts reported in the Reports of
Condition and Income. This optional statement will be made available
to the public, along with the publicly available data in the Reports
of Condition and Income, in response to any request for individual
bank report data. However, the information reported in column A and
in all of Memorandum item 1 of Schedule RC-N is regarded as
confidential and will not be released to the public. BANKS CHOOSING
TO SUBMIT THE NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT
DOES NOT CONTAIN THE NAMES OR OTHER IDENTIFICATIONS OF INDIVIDUAL BANK
CUSTOMERS, REFERENCES TO THE AMOUNTS REPORTED IN THE CONFIDENTIAL
ITEMS IN SCHEDULE RC-N, OR ANY OTHER INFORMATION THAT THEY ARE NOT
WILLING TO HAVE MADE PUBLIC OR THAT WOULD COMPROMISE THE PRIVACY OF
THEIR CUSTOMERS. Banks choosing not to make a statement may check the
"No comment" box below and should make no entries of any kind in the
space provided for the narrative statement; i.e., DO NOT enter in this
space such phrases as "No statement," "Not applicable," "N/A," "No
comment," and "None."
The optional statement must be entered on this sheet. The statement
should not exceed 100 words. Further, regardless of the number of
words, the statement must not exceed 750 characters, including
punctuation, indentation, and standard spacing between words and
sentences. If any submission should exceed 750 characters, as
defined, it will be truncated at 750 characters with no notice to the
submitting bank and the truncated statement will appear as the bank's
statement both on agency computerized records and in computer-file
releases to the public.
All information furnished by the bank in the narrative statement must
be accurate and not misleading. Appropriate efforts shall be taken by
the submitting bank to ensure the statement's accuracy. The statement
must be signed, in the space provided below, by a senior officer of
the bank who thereby attests to its accuracy.
If, subsequent to the original submission, material changes are
submitted for the data reported in the Reports of Condition and
Income, the existing narrative statement will be deleted from the
files, and from disclosure; the bank, at its option, may replace it
with a statement, under signature, appropriate to the amended data.
The optional narrative statement will appear in agency records and in
release to the public exactly as submitted (or amended as described in
the preceding paragraph) by the management of the bank (except for the
truncation of statements exceeding the 750-character limit described
above). THE STATEMENT WILL NOT BE EDITED OR SCREENED IN ANY WAY BY
THE SUPERVISORY AGENCIES FOR ACCURACY OR RELEVANCE. DISCLOSURE OF THE
STATEMENT SHALL NOT SIGNIFY THAT ANY FEDERAL SUPERVISORY AGENCY
HAS VERIFIED OR CONFIRMED THE ACCURACY OF THE INFORMATION CONTAINED
THEREIN. A STATEMENT TO THIS EFFECT WILL APPEAR ON ANY PUBLIC RELEASE
OF THE OPTIONAL STATEMENT SUBMITTED BY THE MANAGEMENT OF THE REPORTING
BANK.
No comment [ ] (RCON 6979) C471 C472
BANK MANAGEMENT STATEMENT (please type or print clearly):
(TEXT 6980)
_____________________________________ _________________
Signature of Executive Officer of Bank Date of Signature
35
Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543
Call Date: 06/30/98
Page RC-26
THIS PAGE IS TO BE COMPLETED BY ALL BANKS
<TABLE>
<S> <C>
CRESTAR BANK OMB No. for OCC: 1557-0081
P.O. BOX 26665 OMB No. For FDIC: 3064-0052
RICHMOND, VA 23261 OMB No. For Federal Reserve: 7100-0036
0000047920 55124300000 12543 Expiration Date: 3/31/2000
31 SPECIAL REPORT
June 30, 1998 (Dollar Amounts in Thousands)
CLOSE OF BUSINESS FDIC Certificate Number
DATE
6/30/98 12543 C-700
</TABLE>
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.
<TABLE>
<S> <C>
a. Number of loans made to executive officers since the
previous Call Report date RCFD 3561 0 a.
b. Total dollar amount of above loans (in thousands of
dollars) RCFD 3562 0 b.
c. Range of interest charged on above loans
(example: 9 3/4% = 9.75)
RCFD 7701 0.00% to RCFD 7702 0.00% c.
</TABLE>
<TABLE>
<CAPTION>
SIGNATURE AND TITLE OF OFFICER AUTHORIZED TO SIGN REPORT DATE (Month, Day, Year)
<S> <C>
/s/Illegible Senior Vice President 7/30/98
</TABLE>
FDIC 8040/53 (3/98)
36
290040BMW.IIB
(08/19/98)
BYLAWS
OF
CRESTAR BANK
Incorporated Under The Laws Of The Commonwealth Of Virginia
Adopted December 20, 1979
(And Including Amendments Adopted
Thereto Through December 19, 1997)
INDEX
TO
BYLAWS
OF
CRESTAR BANK
Article I - Meetings Of Stockholders
1.1 - Place of Meetings 1
1.2 - Annual Meetings 1
1.3 - Special Meetings 1
1.4 - Notice of Meetings 1
1.5 - Quorum 1
1.6 - Voting 1
1.7 - Conduct of Meetings 2
1.8 - Inspectors 2
Article II - Board Of Directors
2.1 - General Powers 2
2.2 - Number of Directors 2
2.3 - Quorum 2
2.4 - Vacancy 2
2.5 - Term of Office 2
2.6 - Meetings of the Board 2
2.7 - Compensation 3
2.8 - Eligibility 3
Article III - Committees
3.1 - Standing Committees 4
3.2 - Executive Committee 5
3.3 - Audit Committee 5
3.4 - Human Resources and Compensation Committee 5
3.5 - Nominating and Governance Committee 6
3.6 - Area Boards 6
3.7 - Other Committees 6
Article IV - Officers
4.1 - Number and Manner of Election or Appointment 7
4.2 - Term of Office 7
4.3 - Removal 7
4.4 - Resignations 7
4.5 - Vacancies, New Offices and Promotions 7
4.6 - Chairman of the Board 7
4.7 - President 8
Article IV - Officers (continued)
4.8 - Corporate Secretary 8
4.9 - Treasurer 8
4.10- Auditor 8
4.11- Powers and Duties of Other Officers 9
Article V - Capital Stock
5.1 - Certificates 9
5.2 - Lost, Destroyed and Mutilated Certificates 9
5.3 - Transfer of Stock 9
5.4 - Closing of Transfer Books and Fixing Record Date 9
Article VI - Emergency Bylaws
6.1 - Effect 10
6.2 - Meetings During Emergency 10
6.3 - Officer Successorship 11
6.4 - Principal Office 11
6.5 - Liability 11
6.6 - Amendments 11
Article VII - Indemnification Of Directors And Officers
7.1 - Extent of Indemnification 11
7.2 - Insurance 12
7.3 - Change in Board Composition 12
7.4 - Miscellaneous 12
Article VIII - Miscellaneous Provisions
8.1 - Seal 12
8.2 - Voting of Stock Held 12
8.3 - Fiscal Year 12
8.4 - Control Share Acquisitions 12
8.5 - Amendments 12
APPENDIX - Administrative Regulations Administrative Regulation I
Sales, Purchase and Pledge or Deposit of Securities Owned by the Bank
1.1 - Sale, Purchase and Pledge or Deposit of Securities 1
Administrative Regulation II
Exercise of Fiduciary Powers
2.1 - Certification, Authentication, etc. of Securities and
Documents 1
2.2 - Qualification as Fiduciary 2
2.3 - Acceptance of Trusts 2
2.4 - Purchase and Sales of Securities 2
2.5 - Deposit of Securities Under Plans Reorganizations, etc. 2
2.6 - Sales, and Leases of Real Estate and Tangible Personal
Property:
Foreclosure and Extension of Mortgages 2
2.7 - All Acts Done Under the Foregoing Paragraphs 3
2.8 - Voting Stock and Other Securities 3
Administrative Regulation III
Borrowing Money, Rediscount of Bills and Notes, Buying or Selling Funds
3.1 - Borrowed Money, Security Therefor and Rediscounts 3
3.2 - Purchase and Sales of Surplus Funds 3
Administrative Regulation IV
Release of Encumbrances
4.1 - Sales and Leases of Property 4
4.2 - Release Of Encumbrances 4
Administrative Regulation V
Checks, Drafts, Orders, etc
5.1 - Bank - Except Trust 4
5.2 - Trust Group 4
Administrative Regulation VI
Signature Guarantee, Confirmations, etc
6.1 - Signature Guarantee 4
6.2 - Confirmations 5
Administrative Regulation VII Responsibility of Area Boards
7.1 - Responsibilities of Area Boards 5
Administrative Regulation VIII
Deposit and Security Accounts
8.1 - Deposit Accounts 5
8.2 - Security Accounts 6
<PAGE>
CRESTAR BANK
BYLAWS
Article I
Meetings Of Stockholders
1.1 Place of Meetings. All meetings of the stockholders shall be held at
such place, either within or without the State of Virginia, as may be designated
by the Board of Directors.
1.2 Annual Meeting. The annual meeting of stockholders, for the election
of Directors and transaction of such other business as may come before the
meeting, shall be held at such time and date as designated by the Board of
Directors.
1.3 Special Meetings. Special meetings of the stockholders for any
purpose or purposes may be called at any time by the Chairman of the Board, by
the President, or by a majority of the Board of Directors. No business shall be
transacted and no corporate action shall be taken at a special meeting other
than that stated in the notice of the meeting.
1.4 Notice of Meetings. Unless waived in the manner prescribed by law,
notice of each meeting of stockholders shall be given in writing, not less than
ten nor more than sixty days before the day of the meeting, or such other notice
as is required by law, to each stockholder entitled to vote at such meeting and
shall state the place, date and hour of the meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is called. If
mailed, such notice shall be deemed to have been given when deposited in the
United States mail, with postage thereon prepaid, directed to the stockholder at
his address as it appears on the stock transfer books of the Bank.
1.5 Quorum. Any number of stockholders together holding a majority of
the outstanding shares of capital stock entitled to vote with respect to the
business to be transacted, who shall be present in person or represented by
proxy at any meeting duly called, shall constitute a quorum for the transaction
of business. If less than a quorum shall be in attendance at the time for which
a meeting shall have been called, the meeting may be adjourned from time to time
by a majority of the stockholders present or represented by proxy without notice
other than by announcement at the meeting until a quorum shall attend.
1.6 Voting. At any meeting of the stockholders, each stockholder of a
class entitled to vote on any matter coming before the meeting shall, as to such
matter, have one vote, in person or by proxy, for each share of capital stock of
such class standing in his or her name on the stock transfer books of the Bank
on the date, not more than seventy days prior to such meeting, as designated by
the Board of Directors, for the purpose of determining stockholders entitled to
vote, as the date on which the stock transfer books of the Bank are to be closed
or as the record date. Every proxy shall be in writing and signed by the
stockholder entitled to vote or signed by his or her duly authorized
attorney-in-fact. At a meeting where a quorum is present, the affirmative vote
of the majority of the shares represented at the meeting and entitled to vote
shall be the act of the stockholders.
1.7 Conduct of Meetings. At each meeting of the stockholders, the
Chairmanof the Board or the President shall act as chairman and preside. In
their absence, the Chairman of the Board may designate another officer of the
Bank who need not be a Director to preside. The Corporate Secretary of the Bank
or an Assistant Corporate Secretary, or in their absence, a person whom the
chairman of such meeting shall appoint, shall act as corporate secretary of such
meeting.
1.8 Inspectors. An appropriate number of inspectors for any meeting of
stockholders may be appointed by the chairman of such meeting. Inspectors so
appointed will open and close the polls, will receive and take charge of proxies
and ballots, and will decide all questions as to the qualifications of voters,
validity of proxies and ballots, and the number of votes properly cast.
Article II
Board Of Directors
2.1 General Powers. The business and affairs of the Bank shall be
managed by the Board of Directors and, except as otherwise expressly provided by
law, in accordance with the Articles of Incorporation or these Bylaws.
2.2 Number of Directors. The Board of Directors shall consist of not
less than five nor more than twenty-six Directors, the exact number to be
designated by the Board.
2.3 Quorum. A majority of the number of Directors pursuant to these
Bylaws at the time of the meeting shall constitute a quorum for the transaction
of business. The act of a majority of Directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors. Less than a quorum
may adjourn any meeting.
2.4 Vacancy. Any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of the majority of the remaining Directors,
though less than a quorum of the Board, unless the vacancy is sooner filled by
the stockholders.
2.5 Term of Office. Each Director, unless he or she dies, resigns or is
removed from office, shall hold office until his or her term expires.
2.6 Meetings of the Board.
(a) Place of Meetings. Meetings of the Board of Directors shall be held
at such place and at such time, either within or without the Commonwealth of
Virginia as may be designated by the Board, or upon call of the Chairman of the
Board or the President.
(b) Organizational Meeting. An organizational meeting shall be held as
soon as practicable after the adjournment of the annual meeting of stockholders
at which the Board of Directors is elected, for the purpose of taking the oaths
of the Directors, electing officers, appointing committees for the ensuing year,
and transacting such other business as may properly come before the meeting.
(c) Regular Meetings. Regular meetings of the Board of Directors shall
be held at such time and place as the Board may designate, and no notice thereof
need be given.
(d) Special Meetings. Special meetings of the Board of Directors may be
held at any time or place upon the call of the Chairman of the Board or the
President, or any three members of the Board.
(e) Notice. Notice of each such meeting shall be given to each Director
by mail at his or her business or residence address at least forty-eight hours
before the meeting, or by telephone or facsimile notice to him or her at least
twenty-four hours before the meeting. Meetings may be held at any time without
notice if all of the Directors are present, or if those not present waive notice
in writing either before or after the meeting. The notice of meetings of the
Board need not state the purpose of the meeting.
(f) Conduct of Meetings. At each meeting of the Board of Directors, the
Chairman of the Board or the President shall act as chairman and preside.In
their absence, the Chairman of the Board may designate another officer of the
Bank, who need not be a Director, to preside. The Corporate Secretary of the
Bank or an Assistant Corporate Secretary, or in their absence, a person whom the
chairman of such meeting shall appoint, shall act as corporate secretary of such
meeting.
(g) Action in Lieu of Meeting. Any action required or permitted to be
taken by the Board may be taken without a meeting if all Directors consent in
writing to the adoption of a resolution authorizing the action. The resolution
and the written consents of the Directors shall be filed with the minutes of the
proceedings of the Board meeting.
2.7 Compensation. Directors, and members of any committee of the Board
who are not officers of the Bank or subsidiaries thereof, shall be paid such
compensation as the Board of Directors from time to time may determine for his
or her services as Director, or as Chairman or a member of any committee of the
Board, and shall, in addition, be reimbursed for such expenses as shall be
incurred by the Director in the performance of his or her duties. Nothing herein
shall preclude Directors and members of any committee of the Board from serving
the Bank in other capacities and receiving compensation therefor.
2.8 Eligibility. No Director shall be eligible for election after he or
she attains the age of sixty-five. Upon reaching the age of sixty-five or when a
Director's responsibilities in his or her business or profession terminate or
are reduced, the Director shall submit to the Nominating & Governance Committee
a letter offering to resign from the Board, and the Committee will recommend to
the Board the action to be taken on the letter, based upon the Board's Guiding
Principles of Corporate Governance. Any Director age sixty-three or over at the
time of the adoption of this provision may serve until his or her present term
of office expires. Except for the Chief Executive Officer, no Director who is an
officer of the Bank or any subsidiary shall be eligible for election after he or
she has retired.
Article III Committees
3.1 Standing Committees.
(a) Number. There shall be four standing committees of the Board of
Directors which shall be comprised only of Directors. The standing committees
are as follows: Executive, Audit, Human Resources & Compensation, and Nominating
& Governance. In order to broaden the experience of Directors, it shall be the
policy of the Bank to seek rotation among Directors as members of the various
committees. At the first meeting of the Board of Directors after the annual
meeting of the stockholders, the Chairman of the Board shall recommend the
membership of each committee and the Board shall elect the membership of each
committee, who shall serve at the pleasure of the Board.
(b) Quorum. A majority of the number of members of any standing
committee shall constitute a quorum for the transaction of business. The action
of a majority of members present at a committee meeting at which a quorum is
present shall constitute the act of the committee.
(c) Action in Lieu of Meetings. Any action required or permitted to be
taken by the committee may be taken without a meeting if all members of the
committee consent in writing to the adoption of a resolution authorizing the
action. The resolution and written consents of the members shall be filed with
the minutes of the proceedings of the committee.
(d) Meetings and Minutes. Subject to the foregoing, and unless the Board
shall otherwise decide, each committee shall fix its rules of procedure,
determine its action and fix the time and place of its meetings. Special
meetings of a committee may be held at any time upon the call of the Chairman of
the Board, the Chairman of the committee, or any two members of the committee.
Each committee shall keep minutes of all meetings, which shall be at all times
available to Directors. Action taken by a committee shall be reported promptly
to the Board but not less frequently than quarterly.
(e) Term of Office. A member of any standing committee shall hold office
until the next organizational meeting of the Board of Directors or until he or
she is removed or ceases to be a Director.
(f) Vacancy. Should a vacancy occur on any standing committee resulting
from any cause whatsoever, the Board, by resolution, may fill such vacancy at
any time.
(g) Resignation and Removal. A member of a standing committee may resign
at any time by giving written notice of his or her intention to do so to the
Chairman of the Board or the Corporate Secretary of the Bank, and may be removed
at any time by the Board of Directors.
3.2 Executive Committee.
(a) How Constituted. The Executive Committee shall consist of not less
than five nor more than nine Directors, including the Chairman of the Board, who
shall be Chairman of the Committee, and the President. If the Chairman of the
Board will not be present at a meeting, the President shall preside, and if the
President will not be present, the Chairman may designate another officer of the
Bank, who need not be a member of the Committee or a Director, to preside at the
meeting.
(b) Primary Responsibilities. The primary responsibilities of the
Executive Committee shall consist of: exercise of all powers of the Board of
Directors between meetings of the Board except as to matters exclusively
reserved to the Board under law; annual review of management's financial goals
and business plan; service as the Board's steering committee on capital,
liquidity and asset/liability, as well as the Board's advisor on mergers and
acquisition and corporate structure matters; review and recommendation to the
Board of the annual capital budget and authorization of capital expenditures
within a level established by the Board; supervision over the exercise of
fiduciary powers; oversight over the Bank's contributions policy, approval of
the annual contributions budget and authorization or recommendation to the Board
of larger individual contributions as specified by the Board.
3.3 Audit Committee
(a) How Constituted. The Audit Committee shall consist of not less than
five nor more than nine Directors, none of whom shall be officers of the Bank or
any subsidiary thereof. The Chairman of the Committee shall be appointed by the
Board of Directors upon recommendation of the Chairman of the Board. If the
Chairman of the Committee will not be present at a meeting, he or she may
designate any member of the Committee to preside at the meeting.
(b) Primary Responsibilities. The primary responsibilities of the Audit
Committee shall consist of: recommendation of the selection of independent
accountants and auditors; review of the scope of the accountant's examination
and approval of any non-audit services to be performed by the independent
accountants; review of examination reports by the independent accountants and
regulatory agencies; approval of, and review of the results of, the internal
audit plan; review of credit issues, loan policies and procedures, the quarterly
classification of loans and the adequacy of the allowance for loan losses;
monitoring of the credit process review function; review of Crestar's Community
Reinvestment Act policy, plans and performance; review of internal programs to
assure compliance with laws and regulations and the adequacy of internal
controls; review of the adequacy of insurance coverage; and approval of all
amendments to, and review of employees' and Directors' compliance, with the
Standards of Conduct.
3.4 Human Resources & Compensation Committee.
(a) How Constituted. The Human Resources & Compensation Committee shall
consist of not less than four nor more than eight Directors, none of whom shall
be officers of the Bank or any subsidiary thereof. The Chairman of the Committee
shall be appointed by the Board of Directors upon recommendation of the Chairman
of the Board. If the Chairman of the Committee will not be present at a meeting,
he or she may designate any member of the Committee to preside at the meeting.
(b) Primary Responsibilities. The primary responsibilities of the Human
Resources & Compensation Committee shall consist of: review and approval of
major compensation policies; determination of appropriate performance targets
under the Bank's benefit plans; recommendation to the Board of salaries for, and
approval of other compensation to be paid or awarded to the highest level and
most highly paid officers; recommendation of officers requiring Board approval
and recommendation of any titling changes and management succession involving
the top five officers of the Bank; review of other matters pertaining to
management structure, succession planning and executive development; review and
recommendation for Board approval of new and significant changes to qualified
and non-qualified benefit plans; and recommendation for Board approval of
appropriate changes in Director compensation.
3.5 Nominating & Governance Committee
(a) How Constituted. The Nominating & Governance Committee shall consist
of not less than three nor more than five Directors, none of whom shall have
served as an officer of Crestar Financial Corporation or any subsidiary thereof
within the calendar year of appointment or the calendar year immediately
preceding the year of appointment. The Chairman of the Committee shall be
appointed by the Board of Directors upon recommendation of the Chairman of the
Board. If the Chairman of the Committee will not be present at a meeting, he or
she may designate any member of the Committee to preside at the meeting.
(b) Primary Responsibilities. The primary responsibilities of the
Nominating & Governance Committee shall consist of: interpreting the Bylaws
whenever a member's change in circumstance, such as illness, retirement or
modification of primary employment, may impact eligibility for continued Board
service; recommending changes to eligibility requirements as needed to ensure
that the Board consists of highly-qualified persons who can provide constructive
input into the business of the Bank and represent a cross section of Crestar
constituencies; conducting a comprehensive study of board governance practices
of similarly-situated corporations and recommending adoption of Crestar
corporate governance guidelines as appropriate; monitoring effectiveness of such
guidelines and implementing modification as needed; and establishing and
implementing a nomination process to identify and recommend Board nominees as
appropriate.
3.6 Area Boards. The Board of Directors or the Chairman of the Board or
his or her designee may appoint, from time to time, Area Boards for any one or
more of the Bank's locations, whose members may consist of such persons,
including officers and Directors, as may be deemed proper. Area Boards shall
serve at the pleasure of the Board of Directors or the Chairman of the Board and
their duties shall be those prescribed in the Administrative Regulations as in
effect from time to time.
3.7 Other Committees. The Board of Directors may, by resolution,
establish such other standing committees of the Board as it may deem advisable.
The members, terms and authority of such committees shall be as set forth in the
resolutions. The Chairman of the Board may establish such other special
committees of the Board of Directors as he deems advisable, and may appoint the
members of such committees. Any such committees shall have the authority to
consider, review, advise and recommend to the Chairman of the Board with respect
to such matters as may be referred to it by the Chairman of the Board, but shall
have no authority to act for the Bank except with the prior approval of the
Board of Directors.
Article IV Officers
4.1 Number and Manner of Election or Appointment. The officers of the
Bank shall be:
(a) The Chairman of the Board, the President, a Corporate Secretary, a
Treasurer, an Auditor, one or more Regional Presidents, and one or more
Corporate Executive Vice Presidents, each of whom shall be elected by the Board.
(b) Such other officers as the Chairman of the Board or President may
deem necessary, each of whom shall be appointed by the Chairman of the Board or
President or their designees. One person may hold more than one office except
that the offices of the President and Corporate Secretary may not be held by the
same person.
4.2 Term of Office. The officers designated in Section 4.1(a) shall be
elected annually by the Board at its organizational meeting. Such officers shall
each hold office until the next organizational meeting of the Board or until
their successors are elected. The officers designated in Section 4.1(b) may be
appointed at any time by the Chairman of the Board of the President or their
designees.
4.3 Removal. Any officer may be removed from office, with or without
cause, at any time, by the Board of Directors. Any officer appointed by the
Chairman of the Board or the President or their designees may be removed from
office by any of such appointing officers with or without cause at any time.
4.4 Resignations. Any officer may resign at any time by giving written
notice to the Board, Human Resources & Compensation Committee, Chairman of the
Board, President, or the Corporate Secretary. Such resignation shall be
effective on the date of receipt of such notice or any later date specified
therein, and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
4.5 Vacancies, New Offices and Promotions. A vacancy from any cause in
any office may be filled at any time for the unexpired portion of the term, in
the manner prescribed in these Bylaws for regular election or appointment to
such office. New offices may be created and filled, and the promotions and
changes in officers' titles may be made at any time in the manner prescribed in
these Bylaws for regular election or appointment to such office.
4.6 Chairman of the Board. The Chairman of the Board shall be the Chief
Executive Officer and shall have general supervision of the policies and
operations of the Bank, subject to the direction and control of the Board. He or
she shall preside at all meetings of the stockholders, the Board of Directors
and the Executive Committee. He shall be responsible for extending lines of
credit and other loan commitments, for making loans and for discounting
acceptable trade paper. All such extensions of credit shall be based on
acceptable credit risk. Subject to his executive authority and control, the
Chairman of the Board may delegate specific loan authority to officers and
employees of the Bank. The Chairman shall have the power to sign checks, orders,
contracts, leases, notes, drafts and other documents and instruments in
connection with the business of the Bank, and have such other powers and perform
such other duties as shall be designated by the Board of Directors or as may be
incidental to his or her office.
4.7 President. The President shall participate in the supervision of the
policies and management of the Bank, and may, if so designated by the Board of
Directors, be the chief operating officer of the Bank. He or she shall perform
all duties incidental to the office of President and shall perform such other
duties as may be assigned to him or her from time to time by the Board of
Directors or the Chairman of the Board. In the absence of the Chairman of the
Board, he or she shall preside at meetings of stockholders, the Board of
Directors and the Executive Committee. The President shall have the same power
to sign for the Bank and to appoint officers as prescribed in these Bylaws for
the Chairman of the Board.
4.8 Corporate Secretary. The Corporate Secretary shall: a) keep the
minutes of all meetings of the Stockholders, the Board of Directors, the
Executive Committee, and such other Committees as the Board may designate; b)
see that all notices of such meetings are given in accordance with these Bylaws
or as required by law; c) be custodian of the corporate records and of the seal
of the Bank and have authority to affix the seal to any documents requiring such
seal and to attest the same; d) sign, with the Chief Executive Officer,
certificates for shares of the Bank, the issuance of which shall have been
authorized by resolution of the Board of Directors; and e) in general perform
all duties incident to the office of Corporate Secretary and such other duties
as from time to time may be assigned to him or her by the Board of Directors or
the Chief Executive Officer. In the absence of the Corporate Secretary, an
Assistant Corporate Secretary shall act in his or her stead. The Corporate
Secretary or Assistant Corporate Secretary may designate one or more officers of
the Corporation to act as Attesting Corporate Secretary for the sole purpose of
attesting to another officer's signature and affixing the seal of the
Corporation.
4.9 Treasurer. The Treasurer shall perform such duties with respect to
securities and funds of the Bank as may be prescribed by the Board of Directors
or the Chief Executive Officer, and such other duties as may be incidental to
the office of Treasurer.
4.10 Auditor. The Auditor shall have general supervision over the
internal audit of the Bank and its subsidiaries. He or she shall be responsible
to the Board of Directors, through the Audit Committee, for independently
evaluating the adequacy, effectiveness, and efficiency of the Bank's systems of
internal control and of employee compliance therewith. The Auditor shall have
the duty of reporting his findings and recommendations to the Audit Committee at
least quarterly on any matters concerning the Bank, except those with respect to
credit quality, responsibility for which has been vested in the officer in
charge of credit administration. Should the Auditor deem any matter to be of
special importance or his or her independence to be in jeopardy, he or she shall
report immediately to the Chairman of the Audit Committee or, in his or her
absence, any member of the Committee. The Auditor shall have such other duties
and perform such special audits and examinations as may be prescribed from time
to time by the Audit Committee or the Board of Directors. For ministerial
purposes, the Auditor shall be accountable to the Chief Financial Officer, and
for substantive purposes he or she shall be accountable to the Chief Executive
Officer.
4.11 Powers and Duties of Other Officers. The powers and duties of all
other officers of the Bank shall be those usually pertaining to their respective
offices, subject to the direction and control of the Board of Directors and as
otherwise provided in these Bylaws, or as prescribed by the Chief Executive
Officer.
Article V Capital Stock
5.1 Certificates. The shares of capital stock of the Bank shall be
evidenced by certificates in forms prescribed by the Board of Directors and
executed in any manner permitted by law and stating thereon the information
required by law. Transfer agents and/or registrars for one or more classes of
the stock of the Bank may be appointed by the Board of Directors and may be
required to countersign certificates representing stock of such class or
classes. If any officer whose signature or facsimile thereof shall have been
used on a stock certificate shall for any reason cease to be an officer of the
Bank and such certificate shall not then have been delivered by the Bank, the
Board of Directors may nevertheless adopt such certificate and it may then be
issued and delivered as though such person had not ceased to be an officer of
the Bank.
5.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of
the Bank shall immediately notify the Bank of any loss, destruction or
mutilation of the certificate therefor, and the Board of Directors or the
Executive Committee may cause one or more new certificates for the same number
of shares in the aggregate to be issued to such stockholder upon the surrender
of the mutilated certificate or upon satisfactory proof of such loss or
destruction, and the deposit of a bond in such form and amount and with such
surety as the Board of Directors may require.
5.3 Transfer of Stock. The stock of the Bank shall be transferable or
assignable only on the Books of the Bank by the holders in person or by attorney
on surrender of the Certificate for such shares duly endorsed and, if sought to
be transferred by attorney, accompanied by a written power of attorney to have
the same transferred on the books of the Bank. The Bank shall recognize,
however, the exclusive right of the person registered on its books as the owner
of shares to receive dividends and to vote as such owner.
5.4 Closing of Transfer Books and Fixing Record Date. For the purpose of
determining stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to receive payment of any
dividend, or in order to make a determination of stockholders for any other
proper purpose, the Board of Directors may provide, that the stock transfer
books shall be closed for a stated period but not to exceed in any case, seventy
days. In lieu of closing the stock transfer books, the Board of Directors may
fix in advance a date as the record date for any such determination of
stockholders, such date in any case to be not more than seventy days prior to
the date on which the particular action, requiring such determination of
stockholders, is to be taken. If the stock transfer books are not closed and no
record date is fixed for the determination of stockholders entitled to notice or
to vote at a meeting of stockholders, or stockholders entitled to receive
payment of a dividend, the date on which notices of the meeting are mailed or
the date on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be the record date for such
determination of stockholders. When a determination of stockholders entitled to
vote at any meeting of the stockholders has been made as provided in this
section such determination shall apply to any adjournment thereof.
Article VI Emergency Bylaws
6.1 Effect. The Emergency Bylaws provided in this Article VII shall be
operative during any emergency resulting from an attack of the United States or
any nuclear or atomic disaster, notwithstanding any different provision in the
preceding articles of the Bylaws or in the Articles of Incorporation of the Bank
or in the Virginia Stock Corporation Act (other than those provisions relating
to emergency Bylaws). To the extent not inconsistent with these Emergency
Bylaws, the Bylaws provided in the preceding articles shall remain in effect
during such emergency and upon the termination of such emergency the Emergency
Bylaws shall cease to be operative unless and until another such emergency shall
occur.
6.2 Meetings During Emergency.
(a) Any meeting of the Board of Directors may be called by any officer
of the Bank or by any Director. The notice thereof shall specify the time and
place of the meeting. To the extent feasible, notice shall be given only to such
of the Directors as it may be feasible to reach at the time, by such means as
may be feasible at the time, including publication or radio, and at a time less
than twentyfour hours before the meeting if deemed necessary by the person
giving notice. Notice shall be similarly given, to the extent feasible, to the
other persons referred to in (b) below,
(b) At any meeting of the Board of Directors, a quorum shall consist of
a majority of the number of Directors fixed at the time in accordance with
Article II of the Bylaws. If the Directors present at any particular meeting
shall be fewer than the number required for such quorum, other persons present
may be included in the number necessary to make up such quorum, and shall be
deemed Directors for such particular meeting as determined by the following
provisions and in the following order of priority: (i) Officers designated in
Section 4.1(a) of the Bylaws, Group Executive Vice Presidents and Executive Vice
Presidents, in the order of their seniority of first election to their present
offices, or if two or more shall have been first elected to such offices on the
same day, in the order of their seniority in age; (ii) All other officers of the
Bank in the order of their seniority of first election to such offices, or if
two or more shall have been first elected to such offices on the same day, in
the order of their seniority in age; and (iii) Any other persons that are
designated on a list that shall have been approved by the Board of Directors
before the emergency, such persons to be taken in such order of priority and
subject to such conditions as may be provided in the resolution approving the
list.
6.3 Officer Successorship. The Board of Directors, during as well as
before any such emergency, may provide, and from time to time modify, lines of
succession in the event that during such an emergency any or all officers or
agents of the Bank shall for any reason be rendered incapable of discharging
their duties.
6.4 Principal Office. The Board of Directors, during as well as before
any such emergency, may provide, and from time to time change, the principal
office, or designate several alternative offices, or authorize the officers to
do so.
6.5. Liability. No officer, Director or employee acting in accordance
with these Emergency Bylaws shall be liable except for willful misconduct.
6.6 Amendments. These Emergency Bylaws shall be subject to repeal or
change by further action of the Board of Directors or by action of the
stockholders, except that no such repeal or change shall modify the provisions
of the next preceding paragraph with regard to action or inaction prior to the
time of such repeal or change. Any such amendment of these Emergency Bylaws may
make any further or different provision that may be practical and necessary for
the circumstances of the emergency.
Article VII
Indemnification Of Directors And
Officers
7.1 Extent of Indemnification.
(a) To the full extent that the Virginia Stock Corporation Act, as it
exists on the date hereof or may hereafter be amended, permits the limitation or
elimination of the liability of directors or officers, a Director or officer of
the Bank shall not be liable to the Bank or its stockholders for monetary
damages.
(b) To the full extent permitted and in the manner prescribed by the
Virginia Stock Bank Act and any other applicable law, the Bank shall indemnify a
Director or officer of the Bank who is or was a party to any proceeding by
reason of the fact that he or she is or was such a Director or officer or is or
was serving at the request of the Bank as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise. The Board of Directors is hereby empowered, by majority
vote of a quorum of disinterested Directors, to contract in advance to indemnify
any Director or officer.
(c) The Board of Directors is hereby empowered, by majority vote of a
quorum of disinterested Directors, to cause the Bank to indemnify or contract in
advance to indemnify any person not specified in Section B of this Article who
was or is a party to any proceeding, by reason of the fact that he is or was an
employee or agent of the Bank, or is or was serving at the request of the Bank
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, to the same
extent as if such person were specified as one to whom indemnification is
granted in Section 7.1(b).
7.2 Insurance.. The Bank may purchase and maintain insurance to
indemnify it against the whole or any portion of the liability assumed by it in
accordance with this Article and may also procure insurance, in such amounts as
the Board of Directors may determine, on behalf of any person who is or was a
Director, officer, employee or agent of the Bank, or is or was serving at the
request of the Bank as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against any liability asserted against or incurred by such person in
any such capacity or arising from his status as such, whether or not the Bank
would have power to indemnify him or her against such liability under the
provisions of this Article.
7.3 Change in Board Composition. In the event there has been a change in
the composition of a majority of the Board of Directors after the date of the
alleged act or omission with respect to which indemnification is claimed, any
determination as to indemnification and advancement of expenses with respect to
any claim for indemnification made pursuant to Section 7.1(a) of this Article
shall be made by special legal counsel agreed upon by the Board of Directors and
the proposed indemnitee. If the Board of Directors and the proposed indemnitee
are unable to agree upon such special legal counsel, the Board of Directors and
the proposed indemnitee each shall select a nominee, and the nominees shall
select such special legal counsel.
7.4 Miscellaneous. The provisions of this Article shall be applicable to
all actions, claims, suits or proceedings commenced after the adoption hereof,
whether arising from any action taken or failure to act before or after such
adoption. No amendment, modification or repeal of this Article shall diminish
the rights provided hereby or diminish the right to indemnification with respect
to any claim, issue or matter in any then pending or subsequent proceeding that
is based in any material respect on any alleged action or failure to act prior
to such amendment, modification or repeal. Reference herein to Directors,
officers, employees or agents shall include Area Board Directors, former
Directors, officers, employees and agents and their respective heirs, executors
and administrators.
Article VIII Miscellaneous Provisions
8.1 Seal. The corporate seal of the Bank shall consist of a flatface
circular die, on which there shall be engraved the Crestar logogram and the name
of the Bank. Any officer of the Bank designated in writing by the Chief
Executive Officer, the President, the Corporate Secretary the Assistant
Corporate Secretary or any Attesting Corporate Secretary shall have authority to
affix and attest the seal. Failure to use the corporate seal shall not affect
the validity of any instrument.
8.2 Voting of Stock Held. Unless otherwise provided by resolution of the
Board of Directors or of the Executive Committee, the Chairman of the Board, the
President, or any Executive or Senior Vice President may from time to time
appoint an attorney or attorneys or agent or agents of this Bank, in the name
and on behalf of this Bank, to cast the vote which this Bank may be entitled to
cast as a stockholder or otherwise in any other corporation, any of whose stock
or securities may be held by this Bank, at meetings of the holders of the stock
or other securities of such other corporation, or to consent in writing to any
action by any such other corporation. Such officer shall instruct the person or
persons so appointed as to the manner of casting such votes or giving such
consent and may execute or cause to be executed on behalf of this Bank such
written proxies, consents, waivers or other instruments as may be necessary or
proper. In lieu of an appointment of an attorney or agent, the officer may
himself attend any meetings of the holders of stock of other securities of any
such other corporation and there vote or exercise any or all power of this Bank
as the holder of such stock or other securities of such other corporation.
8.3 Fiscal Year. The fiscal year of the Bank shall be the calendar year.
8.4 Control Share Acquisitions. Article 14.1 (Control Share
Acquisitions) of Chapter 9 of Title 13.1 (Virginia Stock Corporation Act) of the
Code of Virginia (1950), as amended from time to time, does not apply to
acquisitions of shares of the Corporation.
8.5. Amendments. These Bylaws may be amended, altered, or repealed at
any meeting of the Board of Directors by affirmative vote of a majority of the
number of Directors fixed at the time in accordance with Article II of these
Bylaws. The stockholders entitled to vote in an election of Directors, however,
shall have the power to rescind, alter, amend or repeal any Bylaws and to enact
Bylaws which, if expressly so provided, may not be amended, altered or repealed
by the Board of Directors.
APPENDIX Administrative Regulation I
Sale, Purchase And Pledge Or Deposit Of Securities Owned By The Bank
1.1 Sale, Purchase and Pledge or Deposit of Securities. The President,
the Executive Vice President - Investment Bank, the Managing Director
Asset/Liability Management Division, the Managing Director - Funds Management
Division, or such other officers of the Asset/Liability Management Division or
the Funds Management Division as any of the foregoing may designate in writing
(which designation shall be filed with the Corporate Secretary) are authorized
and empowered in its behalf at any time and from to time:
(a) To sell, assign, loan, sell under agreement to repurchase, transfer,
and deliver any and all securities of any description now or at any time
hereafter belonging to the Bank in its own right, or which the Bank is or shall
be authorized and empowered to sell, assign, or transfer as attorney for the
owners or holders thereof.
(b) To make any pledge or deposit of any of the bonds, notes,
obligations or any other securities belonging to the Bank (including any
receipts issued by any other banking institution evidencing the deposit by the
Bank of any of its securities with any other banking institution as custodian)
including without limitation the pledge or deposit with the Treasurer of the
United States, or any other public official or public authority, national, state
or local, for the purpose of securing (i) borrowings from the Federal Reserve
Bank, (ii) deposits for which security is or may be required or permitted by law
at any time to be given, (iii) sureties on surety bonds furnished to secure such
deposits, or (iv) deposits made, whether time or demand, by the Bank as sole or
joint fiduciary of any character. Any officer authorized hereunder to make such
pledges or deposits shall have power to make any endorsement, transfer or
assignment of any such securities, to make substitutions and withdrawals
thereof, and to designate the person or persons to whom on behalf of the Bank
any such securities so withdrawn may be delivered.
(c) To purchase, borrow, or purchase under agreement to resell for the
account of the Bank in its own right such bonds, stocks or other securities as
may be permitted by law. (d) To do any act and to execute and acknowledge any
document necessary to the exercise of the powers hereby granted and to appoint
attorneys-in-fact to do such acts and execute such documents.
Administrative Regulation II
Exercise Of Fiduciary Powers
2.1 Certification, Authentication, etc., of Securities and Documents.
Any officer or employee of the Trust Group who may be designated from time to
time in writing (which designation shall be filed with the Corporate Secretary)
by either the President, the Executive Vice President for Trusts, any Senior
Vice President, or Vice President in the Trust Group, to act as Special
Corporate Assistant shall have the authority to authenticate or certify, on
behalf of the Bank, any bonds, certificates, or other documents necessary or
proper for the Bank to certify in its capacity as Trustee under any mortgage,
deed of trust or other instrument, and to sign or countersign in the name of the
Bank
(a) as Transfer Agent or Registrar the certificates for the capital
stock or the bonds or other securities of any corporation for which the Bank may
be at any time Transfer Agent or Co-Transfer Agent, or Registrar or
Co-Registrar, respectively, and
(b) as Depositary the receipts for any securities deposited with the
Bank under any agreement under which it may at any time be Depositary; and any
of said officers or employees authenticating, certifying, signing or
countersigning any of such bonds, certificates, stocks, securities, receipts and
documents on behalf of the Bank may do so under the title or style of
"Authorized Officer" or "Authorized Signature."
2.2 Qualification as Fiduciary. In all cases where the Bank shall be
appointed to act as Trustee, Executor, Administrator (with or without will
annexed), Curator, Guardian, Committee, Receiver, Special Commissioner, or in
any other lawful fiduciary capacity, any one of the following officers, namely:
The President, the Executive Vice President for Trusts, or any officer of the
Trust Group is authorized to take on behalf of the Bank any oath, and to execute
any bond required to be taken or executed, upon the Bank's qualifying to act in
such fiduciary capacity.
2.3 Acceptance of Trusts. The President, the Executive Vice President
for Trusts, or any officer in the Trust Group may accept on behalf of the Bank
any trust and sign his name to any instrument evidencing such acceptance and
acknowledge and deliver the same.
2.4 Purchase and Sales of Securities. Any of the following officers of
the Bank, namely: The President, the Executive Vice President for Trusts, or any
officer in the Trust Group, is authorized in the exercise of powers conferred
upon the Bank as fiduciary or agent, to buy, sell, assign, transfer and deliver
any bonds, stocks and other securities of every description, standing in the
name of this Bank as either sole or joint fiduciary, or in the name of any ward
for whom it is either sole guardian or co-guardian, or of any decedent for whom
it is either the sole personal representative or one of the personal
representatives, or which may be held by it in any fiduciary or representative
capacity whatsoever, either solely or in conjunction with some other person or
persons, whether registered or otherwise (and to exchange registered for bearer
or bearer for registered securities), and any such officer so authorized shall
have authority to appoint one or more attorneys for that purpose and to execute
and deliver on behalf of the Bank all necessary and proper instruments for the
purpose of effectuating the powers hereby conferred.
2.5 Deposit of Securities Under Plans of Reorganizations, etc. Any of
the following officers of the Bank, namely: The President, the Executive Vice
President for Trusts, or any officer in the Trust Group may deposit or authorize
the deposit of the securities referred to in paragraph 2.4 with any Committee or
Depository under any plan of reorganization, consolidation, merger or
readjustment of any individual, corporation, firm or association, and may
approve any such plan, and may execute in the name of the Bank in its
appropriate fiduciary or representative capacity and deliver on its behalf any
protective committee agreement for any of the above mentioned purposes.
2.6 Sales and Leases of Real Estate and Tangible Personal Property:
Foreclosure and Extension of Mortgages. Any of the following officers of the
Bank, namely: The President, the Executive Vice President for Trusts, or any
officer of the Trust Group, in the exercise of powers conferred upon the Bank as
fiduciary or agent are authorized (i) to sell, exchange or lease any real estate
or tangible personal property or any interest therein, which the Bank may hold
in any fiduciary or representative capacity, (ii) to grant options for purchase
thereof, (iii) to cause the foreclosure of any deed of trust or mortgage held by
the Bank in any such fiduciary or representative capacity, or (iv) to consent to
the extension of the maturity of any such deed of trust or mortgage.
2.7 All Acts Done Under the Foregoing Paragraphs numbered 2.2, 2.3, 2.4,
2.5 and 2.6 shall be reported to the Trust Administrative Committees, as may be
appropriate, provided that no action then taken by the Committees shall affect
the rights of third parties.
2.8 Voting Stock and Other Securities. The President, the Executive Vice
President for Trusts, or any officer of the Trust Group shall have the power and
authority to attend any meeting of the stockholders or security holders of any
corporation in which this Bank, as fiduciary or agent, is a stockholder or
security holder, and vote on behalf of this Bank any such stock or securities;
and any of them is hereby authorized and empowered to designate, in writing, any
person or persons as proxy, with power of substitution, to attend and vote at
such meeting such stock or securities on behalf of this Bank; provided, however,
that such proxy shall be empowered by such writing to vote only on the matters
and questions in the manner and to the effect therein specified.
Administrative Regulation III
Borrowing Money,Rediscounts Of Bills And Notes, Buying Or Selling Funds
3.1 Borrowed Money, Security Therefor and Rediscounts. Transactions with
the Federal Reserve Bank, or with any other bank in the nature of borrowings,
pledges or rediscounts by the Bank shall be by the President, the Executive Vice
President - Investment Bank, the Managing Director - Asset/Liability Management
Division, the Managing Director - Funds Management Division, or such other
officers of the Asset/Liability Management Division or the Funds Management
Division as any of the foregoing may designate in writing (which designation
shall be filed with the Corporate Secretary), and any of such officers is
severally authorized in the Bank's behalf at any time and from time to time:
(a) To borrow money for any temporary purpose and on such terms and for
such periods as he may deem wise;
(b) To pledge as security for the sums so borrowed, sell under
repurchase agreement, any and all securities, bills or notes, of every
description belonging to the Bank in its own right, including receipts of any
other banking institution evidencing deposit with it of any securities, bills or
notes, belonging to the Bank; or (c) To rediscount any bills or notes belonging
to the Bank in its own right.
3.2 Purchase and Sale of Surplus Funds. The President, the Executive
Vice President - Investment Bank, the Managing Director Asset/Liability
Management Division, the Managing Director - Funds Management Division, or such
other officers of the Asset/Liability Management Division or the Funds
Management Division as any of them may designate in writing (which designation
shall be filed with the Corporate Secretary), are authorized to purchase or sell
surplus funds.
Administrative Regulation IV
Sales And Leases Of Property
4.1 Sales and Leases of Bank-Owned Real Estate and Associated Personal
Property. The President, any officer at the level of Vice President or above in
the Real Estate Division and in the Collections and Foreclosures Division of
Crestar Mortgage Corporation (and who is also a Vice President or above of the
Bank), any managing officer or Senior Vice President of any Special Assets or
loan workout unit, and any Senior Vice President in the Real Estate Finance
Group, are authorized (I) to sell, exchange or lease any Bank-owned real estate
and any associated personal property or any interest therein, (ii) to grant
options for the purchase thereof, and (iii) to do any act and to execute,
acknowledge and deliver any deed, contract and other document necessary or
desirable in connection therewith.
4.2 Release of Encumbrances. Any release, termination statement, or
satisfaction of judgment required by the Bank shall be executed by any officer
of the Bank or by an attorney-in-fact appointed by an officer of the Bank for
the purpose. Whenever the Bank may be lawfully required to consent to the
release of the lien of any deed of trust, its consent may be evidenced by the
execution of such deed of release or any other document on behalf of the Bank by
any officer of the Bank.
Administrative Regulation V
Checks, Drafts, Orders, Etc.
5.1 Bank - Except Trust. All checks, drafts or orders of the Bank for
the payment of money, whether directed to itself or to others (except those
drawn on trust funds), shall be executed or signed on behalf of the Bank by any
officer or, if authorized to sign by any officer (other than a member of the
Trust Group) who is a Division Head, Senior Vice President or above, by any
employee of the Bank, with a copy of such authorization filed with the Corporate
Controller.
5.2 Trust Group. All checks, drafts or orders of the Trust Group for the
payment of money, whether directed to itself or others, shall be executed or
signed on behalf of the Bank by any officer or employee of the Trust Group who
may be authorized so to sign by any officer of the Trust Group who is Senior
Vice President or above, with a copy of such authorization filed with the
corporate Controller. Administrative Regulation VI Signature Guarantee,
Confirmations, Etc.
6.1 Signature Guarantee. Any officer of the Bank, or any employee of the
Bank who may be designated in writing (which designation shall be filed with the
Corporate Secretary) by the Chairman of the Board, the President, any Executive
Vice President, any Senior Vice President or Division Head, shall have the
authority to guarantee, on behalf of the Bank, the signature of a bank customer
or other person on any stock certificate, bond, note, or other security,
provided that such officer or employee shall know personally:
1. The person signing.
2. That the signature is genuine.
3. That the signer is an appropriate person to endorse or sign.
4. That the signer has legal capacity to sign. Any such officer or
employee guaranteeing any such signature may do so under the style of
"Authorized Officer" or "Authorized Signature".
6.2 Confirmations. The General Auditor or any Vice President Audit is
authorized to certify in the name of, or on behalf of, the Bank in its own right
or in a fiduciary or representative capacity, as to the accuracy and
completeness of any account, schedule of assets, instrument or paper requiring
such certification.
Administrative Regulation VII
Responsibilities Of AreaBoards
7.1 Responsibilities of Area Boards. The Area Boards, as provided by
Section 3.7 of the Bylaws, shall, jointly with senior management, assist in the
direction of one or more of the Bank's offices by: 1) selecting and evaluating
the performance of local executive officers, 2) ensuring the adoption of
challenging goals and marketing policies, 3) ensuring a reasonable return on
allocated capital, 4) ensuring a level of profitability that provides for
balanced growth, responsiveness to the credit needs of the community, and high
standards of integrity for all personnel, 5) ensuring an appropriate commitment
of the Bank to a significant role in the local community, 6) ensuring
conformance to applicable statutes & regulations, 7) ensuring a reporting system
that adequately monitors these objectives, 8) promoting the Bank through the
acquisition of business and by personal example and, 9) providing an outside
perspective as a constructive critic and loyal friend.
Administrative Regulation VIII
Deposit And Security Accounts
8.1 Deposit Accounts. The President, the Executive Vice President
Investment Bank, the Executive Vice President, Controller and Treasurer, the
Managing Director - Asset/Liability Management Division, and the Managing
Director - Funds Management Division are individually authorized and empowered
to open and maintain in the name of the Bank one or more deposit accounts at
other financial institutions. The aforementioned officers shall designate the
personnel authorized to sign for and transact business in such accounts and may
agree to any terms governing such accounts. Any resolutions required of the Bank
in connection with such accounts may be certified by the Corporate Secretary as
if specifically adopted by the Board of Directors.
8.2 Securities Accounts. The President, the Executive Vice President
Investment Bank, the Managing Director - Asset/Liability Management Division,
and the Managing Director - Funds Management Division are individually
authorized and empowered to open and maintain in the name of the Bank one or
more securities accounts for the purpose of purchasing, selling, reselling,
borrowing, lending, and otherwise dealing in money market instruments and
securities of any and every kind, including agreements or contracts for their
repurchase or future delivery, with banks, brokers, dealers, securities firms,
or other organizations, and to issue written, telephonic, facsimile, or verbal
orders or instructions for transactions to be carried out in such accounts. The
aforementioned officers shall designate the personnel authorized to sign for and
transact business in such accounts and may agree to any terms governing such
accounts. Any resolutions required of this Bank in connection with such accounts
may be certified by the Corporate Secretary as if specifically adopted by the
Board of Directors.
