<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 1998
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
CINCINNATI FINANCIAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------------
OHIO 31-0746871
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) NUMBER)
CINCINNATI FINANCIAL CORPORATION HEADQUARTERS
6200 SOUTH GILMORE ROAD
FAIRFIELD, OHIO 45014
(513) 870-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
THEODORE F. ELCHYNSKI
SENIOR VICE PRESIDENT
6200 SOUTH GILMORE ROAD
FAIRFIELD, OHIO 45014
(513) 870-2000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPY TO:
W. PHILIP SHEPARDSON, JR. EDWARD S. BEST
BECKMAN, WEIL, SHEPARDSON AND FALLER, MAYER, BROWN & PLATT
LLC 190 SOUTH LASALLE STREET
1200 MERCANTILE CENTER CHICAGO, ILLINOIS 60603
120 EAST FOURTH STREET (312) 782-0600
CINCINNATI, OHIO 45202
(513) 621-2100
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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: [_]
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. [X] 333-51677
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING PRICE REGISTRATION
REGISTERED REGISTERED PER UNIT (1) (1) FEE
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debentures due 2028..... $70,000,000 100% $70,000,000 $20,650
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the registration fee.
----------------
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 OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
EXPLANTORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the Registration Statement
on Form S-3 (File No. 333-51677), as amended, filed by Cincinnati Financial
Corporation with the Securities and Exchange Commission (the "Commission"),
which was declared effective by the Commission on May 20, 1998, is
incorporated herein by reference.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, CINCINNATI
FINANCIAL CORPORATION 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 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN CINCINNATI, OHIO, ON THE 20TH DAY OF MAY, 1998.
Cincinnati Financial Corporation
Robert B. Morgan
By: _________________________________
Robert B. Morgan
Chief Executive Officer
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 20TH DAY OF MAY, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
Robert B. Morgan Chief Executive Officer (Principal
___________________________________________ Executive Officer); Director
Robert B. Morgan
Theodore F. Elchynski Senior Vice President (Principal Financial
___________________________________________ and Accounting Officer)
Theodore F. Elchynski
* Director
___________________________________________
William F. Bahl
* Director
___________________________________________
Michael Brown
Director
___________________________________________
Richard M. Burridge
* Director
___________________________________________
John E. Field
* Director
___________________________________________
William R. Johnson
* Director
___________________________________________
</TABLE> Kenneth C. Lichtendahl
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* Director
___________________________________________
James G. Miller
Director
___________________________________________
Jackson H. Randolph
Director
___________________________________________
John J. Schiff
* Director
___________________________________________
John J. Schiff, Jr.
Director
___________________________________________
Robert C. Schiff
* Director
___________________________________________
Thomas R. Schiff
* Director
___________________________________________
Frank J. Schultheis
Director
___________________________________________
Larry R. Webb
Director
___________________________________________
</TABLE> Alan R. Weiler
/s/ Theodore F. Elchynski
*By: ________________________________
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
<TABLE>
<C> <S> <C>
5.1 Opinion of Beckman, Weil, Shepardson and Faller, LLC
23.1 Consent of Beckman, Weil, Shepardson and Faller, LLC (contained
in opinion filed as Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Powers of Attorney
25.1 Statement of Eligibility of the First National Bank of Chicago,
as Trustee on Form T-1
</TABLE>
<PAGE>
Exhibit 5.1
LETTERHEAD OF BECKMAN, WEIL, SHEPARDSON AND FALLER, LLC
May 20, 1998
Cincinnati Financial Corporation
6200 South Gilmore Road
Fairfield, OH 45014
Gentlemen:
With respect to the Registration Statement on Form S-3, filed by Cincinnati
Financial Corporation (the "Company") with the Securities and Exchange
Commission (the "Registration Statement") for the purpose of registering under
the Securities Act of 1933, as amended, $70,000,000 of its debentures (the
"Debentures"), we have examined the Registration Statement and the form of
indenture to be entered into by the Company and The First National Bank of
Chicago (the "Indenture") and such documents and questions of law as we have
considered necessary and appropriate for the purpose of this opinion, and we
advise you that, in our opinion, when the Debentures have been issued and
delivered as contemplated by the Registration Statement and the Indenture, they
will constitute valid and legally binding obligations of the Company.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Opinions" in
the prospectus forming a part of the Registration Statement.
Very sincerely yours,
BECKMAN, WEIL, SHEPARDSON AND FALLER
By: /s/ S. Philip Shepardson, Jr.
------------------------------------
S. Philip Shepardson, Jr.
WPS/kg
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of Cincinnati Financial
Corporation of our report dated February 4, 1998 appearing in the Prospectus,
which is a part of such Registration Statement, and to the incorporation by
reference of our report dated February 4, 1998 relating to the financial
statement schedules appearing in the Annual Report on Form 10-K of Cincinnati
Financial Corporation for the year ended December 31, 1997 and the reference to
us under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Cincinnati, Ohio
May 20, 1998
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned, a director of Cincinnati Financial Corporation, an Ohio
corporation (the "Company") hereby constitutes and appoints Robert B. Morgan and
Theodore F. Elchynski, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a Form S-3
Registration Statement (the "Registration Statement") to effect the registration
under the Securities Act of 1933, as amended (the "Act"), of securities of the
Company, and to sign any and all amendments (including post-effective amendments
and amendments pursuant to Rule 462 under the Act) to said Registration
Statement, and to file the same, with all exhibits thereto (including this Power
of Attorney) and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: May 1, 1998 William F. Bahl
---------------------------------------
Director
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned, a director of Cincinnati Financial Corporation, an Ohio
corporation (the "Company") hereby constitutes and appoints Robert B. Morgan and
Theodore F. Elchynski, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a Form S-3
Registration Statement (the "Registration Statement") to effect the registration
under the Securities Act of 1933, as amended (the "Act"), of securities of the
Company, and to sign any and all amendments (including post-effective amendments
and amendments pursuant to Rule 462 under the Act) to said Registration
Statement, and to file the same, with all exhibits thereto (including this Power
of Attorney) and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: May 1, 1998 Michael Brown
---------------------------------------
Director
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned, a director of Cincinnati Financial Corporation, an Ohio
corporation (the "Company") hereby constitutes and appoints Robert B. Morgan and
Theodore F. Elchynski, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a Form S-3
Registration Statement (the "Registration Statement") to effect the registration
under the Securities Act of 1933, as amended (the "Act"), of securities of the
Company, and to sign any and all amendments (including post-effective amendments
and amendments pursuant to Rule 462 under the Act) to said Registration
Statement, and to file the same, with all exhibits thereto (including this Power
of Attorney) and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: May 1, 1998 John E. Field
---------------------------------------
Director
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned, a director of Cincinnati Financial Corporation, an Ohio
corporation (the "Company") hereby constitutes and appoints Robert B. Morgan and
Theodore F. Elchynski, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a Form S-3
Registration Statement (the "Registration Statement") to effect the registration
under the Securities Act of 1933, as amended (the "Act"), of securities of the
Company, and to sign any and all amendments (including post-effective amendments
and amendments pursuant to Rule 462 under the Act) to said Registration
Statement, and to file the same, with all exhibits thereto (including this Power
of Attorney) and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: May 1, 1998 William R. Johnson
---------------------------------------
Director
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned, a director of Cincinnati Financial Corporation, an Ohio
corporation (the "Company") hereby constitutes and appoints Robert B. Morgan and
Theodore F. Elchynski, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a Form S-3
Registration Statement (the "Registration Statement") to effect the registration
under the Securities Act of 1933, as amended (the "Act"), of securities of the
Company, and to sign any and all amendments (including post-effective amendments
and amendments pursuant to Rule 462 under the Act) to said Registration
Statement, and to file the same, with all exhibits thereto (including this Power
of Attorney) and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: May 1, 1998 Kenneth C. Lichtendahl
---------------------------------------
Director
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned, a director of Cincinnati Financial Corporation, an Ohio
corporation (the "Company") hereby constitutes and appoints Robert B. Morgan and
Theodore F. Elchynski, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a Form S-3
Registration Statement (the "Registration Statement") to effect the registration
under the Securities Act of 1933, as amended (the "Act"), of securities of the
Company, and to sign any and all amendments (including post-effective amendments
and amendments pursuant to Rule 462 under the Act) to said Registration
Statement, and to file the same, with all exhibits thereto (including this Power
of Attorney) and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: May 1, 1998 James G. Miller
---------------------------------------
Director
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned, a director of Cincinnati Financial Corporation, an Ohio
corporation (the "Company") hereby constitutes and appoints Robert B. Morgan and
Theodore F. Elchynski, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a Form S-3
Registration Statement (the "Registration Statement") to effect the registration
under the Securities Act of 1933, as amended (the "Act"), of securities of the
Company, and to sign any and all amendments (including post-effective amendments
and amendments pursuant to Rule 462 under the Act) to said Registration
Statement, and to file the same, with all exhibits thereto (including this Power
of Attorney) and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: May 1, 1998 John J. Schiff, Jr.
---------------------------------------
Director
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned, a director of Cincinnati Financial Corporation, an Ohio
corporation (the "Company") hereby constitutes and appoints Robert B. Morgan and
Theodore F. Elchynski, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a Form S-3
Registration Statement (the "Registration Statement") to effect the registration
under the Securities Act of 1933, as amended (the "Act"), of securities of the
Company, and to sign any and all amendments (including post-effective amendments
and amendments pursuant to Rule 462 under the Act) to said Registration
Statement, and to file the same, with all exhibits thereto (including this Power
of Attorney) and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: May 1, 1998 Thomas R. Schiff
---------------------------------------
Director
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned, a director of Cincinnati Financial Corporation, an Ohio
corporation (the "Company") hereby constitutes and appoints Robert B. Morgan and
Theodore F. Elchynski, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a Form S-3
Registration Statement (the "Registration Statement") to effect the registration
under the Securities Act of 1933, as amended (the "Act"), of securities of the
Company, and to sign any and all amendments (including post-effective amendments
and amendments pursuant to Rule 462 under the Act) to said Registration
Statement, and to file the same, with all exhibits thereto (including this Power
of Attorney) and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: May 1, 1998 Frank J. Schultheis
---------------------------------------
Director
<PAGE>
Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
--------
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
---------------------------------
THE FIRST NATIONAL BANK OF CHICAGO
(Exact name of trustee as specified in its charter)
A National Banking Association 36-0899825
(I.R.S. employer
identification number)
One First National Plaza, Chicago, Illinois 60670-0126
(Address of principal executive offices) (Zip Code)
The First National Bank of Chicago
One First National Plaza, Suite 0286
Chicago, Illinois 60670-0286
Attn: Lynn A. Goldstein, Law Department (312) 732-6919
(Name, address and telephone number of agent for service)
-----------------------------------
Cincinnati Financial Corporation
(Exact name of obligor as specified in its charter)
Ohio 31-0746871
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
6200 South Gilmore Road
Fairfield, Ohio 45014
(Address of principal executive offices) (Zip Code)
Debt Securities
(Title of Indenture Securities)
<PAGE>
Item 1. General Information. Furnish the following
information as to the trustee:
(a) Name and address of each examining or
supervising authority to which it is
subject.
Comptroller of the Currency, Washington,
D.C.; Federal Deposit Insurance Corporation,
Washington, D.C.; and The Board of
Governors of the Federal Reserve System,
Washington D.C..
(b) Whether it is authorized to exercise
corporate trust powers.
The trustee is authorized to exercise
corporate trust powers.
Item 2. Affiliations With the Obligor. If the obligor
is an affiliate of the trustee, describe
each such affiliation.
No such affiliation exists with the trustee.
Item 16. List of exhibits. List below all exhibits filed as a
part of this Statement of Eligibility.
1. A copy of the articles of association of the
trustee now in effect.*
2. A copy of the certificates of authority of the
trustee to commence business.*
3. A copy of the authorization of the trustee to
exercise corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by
Section 321(b) of the Act.
7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.
2
<PAGE>
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the
United States of America, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto
duly authorized, all in the City of Chicago and State of Illinois, on
the 29th day of April, 1998.
The First National Bank of Chicago,
Trustee
By: /s/ Sandra L. Caruba
---------------------
Sandra L. Caruba
Vice President
* Exhibit 1, 2, 3 and 4 are herein incorporated by reference to Exhibits
bearing identical numbers in Item 16 of the Form T-1 of The First National
Bank of Chicago, filed as Exhibit 25.1 to the Registration Statement on
Form S-3 of SunAmerica Inc., filed with the Securities and Exchange
Commission on October 2, 1996 (Registration No. 333-14201).
3
<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
April 29, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
In connection with the qualification of the indenture between Cincinnati
Financial Corporation and The First National Bank of Chicago, as Trustee,
the undersigned, in accordance with Section 321(b) of the Trust Indenture
Act of 1939, as amended, hereby consents that the reports of examinations
of the undersigned, made by Federal or State authorities authorized to make
such examinations, may be furnished by such authorities to the Securities
and Exchange Commission upon its request therefor.
Very truly yours,
The First National Bank of Chicago
By: /s/ Sandra L. Caruba
--------------------
Sandra L. Caruba
Vice President
4
<PAGE>
EXHIBIT 7
<TABLE>
<S> <C> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 12/31/97 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0303 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------
</TABLE>
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 1997
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> <C> <C>
ASSETS
1. Cash and balances due from depository institutions
(from Schedule RC-A):
a. Noninterest-bearing balances and
currency and coin(1)........................... 0081 4,267,336 1.a.
b. Interest-bearing balances(2)................... 0071 6,893,837 1.b.
2. Securities
a. Held-to-maturity securities (from
Schedule RC-B, column A)....................... 1754 0 2.a.
b. Available-for-sale securities (from
Schedule RC-B, column D)....................... 1773 5,691,722 2.b.
3. Federal funds sold and securities purchased under
agreements to resell.............................. 1350 6,339,940 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income
(from Schedule RC-C)........................... RCFD 2122 25,202,984 4.a.
b. LESS: Allowance for loan and lease losses...... RCFD 3123 419,121 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 24,783,863 4.d.
5. Trading assets (from Schedule RD-D)............... 3545 6,703,332 5.
6. Premises and fixed assets (including capitalized
leases)........................................... 2145 743,426 6.
7. Other real estate owned (from Schedule RC-M)...... 2150 7,727 7.
8. Investments in unconsolidated subsidiaries and
associated companies (from Schedule RC-M)......... 2130 134,959 8.
9. Customers' liability to this bank on acceptances
outstanding....................................... 2155 644,340 9.
10. Intangible assets (from Schedule RC-M)............ 2143 268,501 10.
11. Other assets (from Schedule RC-F)................. 2160 2,004,432 11.
12. Total assets (sum of items 1 through 11).......... 2170 58,483,415 12.
</TABLE>
- ------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
5
<PAGE>
<TABLE>
<S> <C> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 09/30/97 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0303 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------
</TABLE>
Schedule RC-Continued
<TABLE>
<CAPTION>
Dollar Amounts in
Thousands Bil Mil Thou
-------------------- ------------
<S> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals
of columns A and C from Schedule
RC-E, part 1)......................... RCON 2200 21,756,846 13.a
(1) Noninterest-bearing(1)............ RCON 6631 9,197,227 13.a.1
(2) Interest-bearing.................. RCON 6636 559,619 13.a.2
b. In foreign offices, Edge and
Agreement subsidiaries, and IBFs
(from Schedule RC-E, part II)......... RCFN 2200 14,811,410 13.b.
(1) Noninterest bearing............... RCFN 6631 332,801 13.b.1
(2) Interest-bearing.................. RCFN 6636 14,478,609 13.b.2
14. Federal funds purchased and
securities sold under agreements
to repurchase: RCFD 2800 4,535,422 14
15. a. Demand notes issued to the U.S.
Treasury.............................. RCON 2840 43,763 15.a
b. Trading Liabilities (from
Schedule RC-D)........................ RCFD 3548 6,523,239 15.b
16. Other borrowed money:
a. With a remaining maturity of one
year or less.......................... RCFD 2332 1,360,165 16.a
b. With a remaining maturity of than
one year through three years.......... A547 576,492 16.b
c. With a remaining maturity of more
than three years...................... A548 703,981 16.c
17. Not applicable
18. Bank's liability on acceptance
executed and outstanding................. RCFD 2920 644,341 18
19. Subordinated notes and debentures (2).... RCFD 3200 1,700,000 19
20. Other liabilities (from Schedule RC-G)... RCFD 2930 1,322,077 20
21. Total liabilities (sum of items 13
through 20).............................. RCFD 2948 53,987,736 21
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related
surplus.................................. RCFD 3838 0 23
24. Common stock............................. RCFD 3230 200,858 24
25. Surplus (exclude all surplus related
to preferred stock)...................... RCFD 3839 2,999,001 25
26. a. Undivided profits and capital reserves RCFD 3632 1,273,239 26.a.
b. Net unrealized holding gains (losses)
on available-for-sale securities...... RCFD 8434 24,096 26.b.
27. Cumulative foreign currency translation
adjustments.............................. RCFD 3284 (1,515) 27
28. Total equity capital (sum of items 23
through 27).............................. RCFD 3210 4,495,679 28
29. Total liabilities and equity capital
(sum of items 21 and 28)................. RCFD 3300 58,483,415 29
</TABLE>
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement
below that best describes the most comprehensive level of
auditing work performed for the bank by independent external Number
N/A
auditors as of any date during 1996......................... RCFD 6724 M.1
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.
6
