<PAGE> 1
File No. 22-26210
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
AMENDMENT NO. 1
TO
FORM T-3
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE
TRUST INDENTURE ACT OF 1939
Cotter & Company
(Name of applicant)
2740 North Clybourn Avenue, Chicago, IL 60614
(Address of principal executive offices)
SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED
TITLE OF CLASS AMOUNT
Variable Denomination Fixed Rate Redeemable Term Notes $30,000,000
Approximate date of proposed public offering: January 1, 1995
Name and address of agent for service: John F. Moynihan, Cotter & Company, 2740
North Clybourn Avenue, Chicago, IL 60614.
1
<PAGE> 2
LIST OF EXHIBITS
Exhibit No. Caption
- ----------- -------
T3A Certificate of Incorporation of Applicant - previously filed as
an exhibit to Form T-3 (File No. 22-26210)
T3B By-Laws of Applicant - previously filed as an exhibit to Form
T-3 (File No. 22-26210)
T3C Indenture to be Qualified - previously filed as an exhibit to
Form T-3 (File No. 22-26210)
T3D not applicable
T3E Prospectus, Program Description, and Application - previously
filed as an exhibit to Form T-3 (File No. 22-26210)
T3F Cross-Reference Sheet showing the location in the Indenture of
the provisions inserted therein pursuant to Section 310 through
318(a) of the Trust Indenture Act of 1939 - previously filed as
an exhibit to Form T-3 (File No. 22-26210)
T3G Form T-1, statement of eligibility and qualification of each
trustee under the Indenture to be qualified - filed herewith
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant,
Cotter & Company, a corporation organized and existing under the laws of
Delaware, has duly caused this application to be signed on its behalf by the
undersigned, thereunto duly authorized, and its seal to be hereunto affixed and
attested, all in the City of Chicago, State of Illinois, on the 8th day of
December, 1994.
(Seal) Cotter & Company
By: /s/ Kerry J. Kirby
-------------------------------
Kerry J. Kirby, Vice President
Secretary, Treasurer, and Chief
Financial Officer
Attest: By: /s/ John F. Moynihan
-------------------------------
John F. Moynihan, Assistant
Secretary
2
<PAGE> 3
EXHIBIT T3G
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)
BANK OF AMERICA ILLINOIS
(Exact name of trustee as specified in its charter)
ILLINOIS
(Jurisdiction of incorporation or
organization if not a U.S. national bank)
36-0947896
(I.R.S. employer
identification no.)
231 South LaSalle Street, Chicago, Illinois
(Address of principal executive offices)
60697
(Zip code)
COTTER & COMPANY
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
36-2099896
(I.R.S. employer
identification no.)
2740 North Clybourn Avenue
Chicago, Illinois
(Address of principal executive offices)
60614
(Zip code)
Variable Denomination Fixed Rate Redeemable Term Notes
(Title of indenture securities)
1
<PAGE> 4
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.
Commissioner of Banks and Trust Companies. State of Illinois,
Springfield, Illinois.
Chicago Clearing House Association, 164 W. Jackson Boulevard,
Chicago, Illinois.
Federal Deposit Insurance Corporation, Washington, D.C.
The Board of Governors of the Federal Reserve System,
Washington, D.C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
YES.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
The obligor is not an affiliate of the trustee.
ITEM 3. VOTING SECURITIES OF THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING
SECURITIES OF THE TRUSTEES:
AS OF NOVEMBER 7, 1994
COL. B
COL. A AMOUNT
TITLE OF CLASS OUTSTANDING
-------------- -----------
Not applicable by virtue of response to Item 13.
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.
IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH
ANY OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN
ANY OTHER SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH THE
FOLLOWING INFORMATION:
(A) TITLE OF THE SECURITIES OUTSTANDING UNDER EACH SUCH OTHER
INDENTURE.
Not applicable by virtue of response to Item 13.
(B) A BRIEF STATEMENT OF THE FACTS RELIED UPON AS A BASIS FOR THE
CLAIM THAT NO CONFLICTING INTEREST WITHIN THE MEANING OF
SECTION 310(b)(1) OF THE ACT ARISES AS A RESULT OF THE
TRUSTEESHIP UNDER ANY SUCH OTHER INDENTURE, INCLUDING A
STATEMENT AS TO HOW THE INDENTURE SECURITIES WILL RANK AS
COMPARED WITH THE SECURITIES ISSUED UNDER SUCH OTHER
INDENTURE.
Not applicable by virtue of response to Item 13.
ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.
IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICERS OF
THE TRUSTEE IS A DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE, OR
REPRESENTATIVE OF THE OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR,
IDENTIFY EACH SUCH PERSON HAVING ANY SUCH CONNECTION AND STATE THE
NATURE OF EACH SUCH CONNECTION.
Not applicable by virtue of response to Item 13.
2
<PAGE> 5
ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS
OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE
TRUSTEE OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER AND
EXECUTIVE OFFICER OF THE OBLIGOR.
AS OF NOVEMBER 7, 1994
COL A. COL. B. COL. C. COL. D
------ ------- ------- ------
PERCENTAGE OF
VOTING SECURITIES
REPRESENTED BY
AMOUNT OWNED AMOUNT GIVEN
NAME OF OWNER TITLE OF CLASS BENEFICIALLY IN COL. C
------------- -------------- ------------ ---------
Not applicable by virtue of response to Item 13.
ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE
TRUSTEE OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH
DIRECTOR, PARTNER, AND EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER.
AS OF NOVEMBER 7, 1994
COL A. COL. B. COL. C. COL. D
------ ------- ------- ------
PERCENTAGE OF
VOTING SECURITIES
REPRESENTED BY
AMOUNT OWNED AMOUNT GIVEN
NAME OF OWNER TITLE OF CLASS BENEFICIALLY IN COL. C
------------- -------------- ------------ ---------
Not applicable by virtue of response to Item 13.
ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO SECURITIES OF THE OBLIGOR OWNED
BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT BY
THE TRUSTEE.
AS OF NOVEMBER 7, 1994
COL A. COL. B. COL. C. COL. D
------ ------- ------- ------
WHETHER THE
SECURITIES AMOUNT OWNED BENEFICIALLY PERCENT OF
ARE VOTING OR HELD AS COLLATERAL CLASS REPRESENTED
OR NONVOTING SECURITY FOR BY AMOUNT GIVEN
TITLE OF CLASS SECURITIES OBLIGATIONS IN DEFAULT IN COL. C
-------------- ------------ ----------------------- ----------
Not applicable by virtue of response to Item 13.
3
<PAGE> 6
ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL
SECURITY FOR OBLIGATIONS IN DEFAULT ANY SECURITIES OF AN UNDERWRITER
FOR THE OBLIGOR, FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS
OF SECURITIES OF SUCH UNDERWRITER ANY OF WHICH ARE SO OWNED OR HELD
BY THE TRUSTEE.
AS OF NOVEMBER 7, 1994
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
------ ------ ------ ------
AMOUNT OWNED BENEFICIALLY OR PERCENT OF CLASS
NAME OF ISSUER AND AMOUNT HELD AS COLLATERAL SECURITY FOR REPRESENTED BY AMOUNT
TITLE OF CLASS OUTSTANDING OBLIGATIONS IN DEFAULT BY TRUSTEE GIVEN IN COL. C
- ------------------ ----------- --------------------------------- ---------------------
<S> <C> <C> <C>
Not applicable by virtue of response to Item 13.
</TABLE>
ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL
SECURITY FOR OBLIGATIONS IN DEFAULT VOTING SECURITIES OF A PERSON WHO,
TO THE KNOWLEDGE OF THE TRUSTEE (1) OWNS 10 PERCENT OR MORE OF THE
VOTING SECURITIES OF THE OBLIGOR OR (2) IS AN AFFILIATE, OTHER THAN A
SUBSIDIARY, OF THE OBLIGOR, FURNISH THE FOLLOWING INFORMATION AS TO THE
VOTING SECURITIES OF SUCH PERSON.
AS OF NOVEMBER 7, 1994
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
------ ------ ------ ------
AMOUNT OWNED BENEFICIALLY OR PERCENT OF CLASS
NAME OF ISSUER AND AMOUNT HELD AS COLLATERAL SECURITY FOR REPRESENTED BY AMOUNT
TITLE OF CLASS OUTSTANDING OBLIGATIONS IN DEFAULT BY TRUSTEE GIVEN IN COL. C
- ------------------ ----------- --------------------------------- ---------------------
<S> <C> <C> <C>
Not applicable by virtue of response to Item 13.
</TABLE>
ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL
SECURITY FOR OBLIGATIONS IN DEFAULT ANY SECURITIES OF A PERSON WHO,
TO THE KNOWLEDGE OF THE TRUSTEE, OWNS 50 PERCENT OR MORE OF THE
VOTING SECURITIES OF THE OBLIGOR, FURNISH THE FOLLOWING INFORMATION
AS OF EACH CLASS OF SECURITIES OF SUCH PERSON ANY OF WHICH ARE SO
OWNED OR HELD BY THE TRUSTEE.
AS OF NOVEMBER 7, 1994
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
------ ------ ------ ------
AMOUNT OWNED BENEFICIALLY OR PERCENT OF CLASS
NAME OF ISSUER AND AMOUNT HELD AS COLLATERAL SECURITY FOR REPRESENTED BY AMOUNT
TITLE OF CLASS OUTSTANDING OBLIGATIONS IN DEFAULT BY TRUSTEE GIVEN IN COL. C
- ------------------ ----------- --------------------------------- ---------------------
<S> <C> <C> <C>
Not applicable by virtue of response to Item 13.
</TABLE>
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS
INDEBTED TO THE TRUSTEE, FURNISH THE FOLLOWING INFORMATION:
AS OF NOVEMBER 7, 1994
COL. A COL. B COL. C
NATURE OF INDEBTEDNESS AMOUNT OUTSTANDING DATE DUE
- ---------------------- ------------------ --------
Not applicable by virtue of response to Item 13.
4
<PAGE> 7
ITEM 13. DEFAULTS BY THE OBLIGOR.
(A) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO THE
SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
There is not nor has there been a default with respect to the
securities under this indenture.
(B) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH
ANY OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY
OTHER SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR MORE
THAN ONE OUTSTANDING SERIES OF SECURITIES UNDER THE INDENTURE, STATE
WHETHER THERE HAS BEEN A DEFAULT UNDER ANY SUCH INDENTURE OR SERIES,
IDENTIFY THE INDENTURE OR SERIES AFFECTED, AND EXPLAIN THE NATURE OF ANY
SUCH DEFAULT.
There is not nor has there been a default with respect to
securities outstanding under this indenture. The trustee is not a
trustee under any other indenture under which any other securities of
the obligor are outstanding.
ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.
IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
Not applicable by virtue of response to Item 13.
ITEM 15. FOREIGN TRUSTEE.
IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE FOREIGN TRUSTEE IS
AUTHORIZED TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE
QUALIFIED UNDER THE ACT.
Not applicable.
ITEM 16. LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF
ELIGIBILITY.
1. A copy of the certification by the Illinois Commissioner of
Banks and Trust Companies of Bank of America Illinois' Charter and
Certificate of Conversion, incorporated herein by reference to Exhibit
1 to T-1; Registration No. 33-81660.
2. A copy of the certification by the Illinois Commissioner of
Banks and Trust Companies of Bank of America Illinois' Charter and
Certificate of Conversion, incorporated herein by reference to Exhibit
1 to T-1; Registration No. 33-81660, includes the authority of the
trustee to commence business.
3. A copy of the certificate of authority for Bank of
America Illinois to engage in trust activities issued by the Illinois
Commissioner of Banks and Trust Companies, incorporated herein by
reference to Exhibit 3 to T-1; Registration No. 33-81660.
4. A copy of the existing By-laws of Bank of America Illinois
as now in effect, incorporated herein by reference to Exhibit 4 to
T-1; Registration No. 33-55043.
5. Not applicable.
6. The consent of the trustee required by Section 321(b) of
the Trust Indenture Act of 1939, incorporated herein by reference to
Exhibit 6 to T-1; Registration No. 33-81660.
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, filed herewith.
5
<PAGE> 8
8. Not applicable.
9. Not applicable.
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939, THE TRUSTEE,
BANK OF AMERICA ILLINOIS, AN ILLINOIS BANKING CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF ILLINOIS, 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 7TH DAY OF NOVEMBER, 1994.
BANK OF AMERICA ILLINOIS
By /s/ K.L. Clark
K.L. Clark
Trust Officer
6
<PAGE> 9
EXHIBIT 7
(OFFICIAL PUBLICATION)
CONSOLIDATED REPORT OF CONDITION OF
CONTINENTAL BANK
OF CHICAGO, ILLINOIS
AND FOREIGN AND DOMESTIC SUBSIDIARIES
A member of the Federal Reserve System, at the close of business on June 30,
1994, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
In Millions
<S> <C>
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin...................................................... $ 1,833
Interest-bearing balances............................................................................... 1,518
Securities
Held-to-maturity securities............................................................................. 454
Available-for-sale securities........................................................................... 1,161
Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank
and of its Edge and Agreement subsidiaries, and in IBFs:
Federal funds sold...................................................................................... 429
Securities purchased under agreements to resell......................................................... 704
Loans and lease financing receivables:
Loans and leases, net of unearned income................................ $12,009
LESS: Allowance for loan and lease losses............................... 312
LESS: Allocated transfer risk reserve................................... 0
Loans and leases, net of unearned income, allowance, and reserve........................................ 11,697
Assets held in trading accounts........................................................................... 1,539
Premises and fixed assets (including capitalized leases).................................................. 236
Other real estate owned................................................................................... 191
Investments in unconsolidated subsidiaries and associated companies....................................... 0
Customers' liability to this bank on acceptances outstanding.............................................. 92
Intangible assets......................................................................................... 0
Other assets.............................................................................................. 1,455
-------
TOTAL ASSETS .................................................................................. $21,309
=======
LIABILITIES
Deposits:
In domestic offices..................................................................................... $ 8,771
Noninterest-bearing..................................................... $ 2,689
Interest-bearing........................................................ 6,082
In foreign offices, Edge and Agreement subsidiaries, and IBFs............................................. 4,408
Noninterest-bearing..................................................... $ 61
Interest-bearing........................................................ 4,347
Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the
bank and of its Edge and Agreement subsidiaries, and in IBFs:
Federal funds purchased.................................................................................. 475
Securities sold under agreement to repurchase............................................................ 224
Demand notes issued to the U.S. Treasury................................................................... 1,300
Trading liabilities........................................................................................ 984
Other borrowed money:
With original maturity of one year or less............................................................... 1,665
With original maturity of more than one year............................................................. 38
Mortgage indebtedness and obligations under capitalized leases............................................. 0
Bank's liability on acceptances executed and outstanding................................................... 92
Subordinated notes and debentures.......................................................................... 398
Other liabilities.......................................................................................... 840
-------
TOTAL LIABILITIES.................................................................................. 19,195
-------
Limited-life preferred stock and related surplus........................................................... 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus.............................................................. 0
Common stock............................................................................................... 685
Surplus.................................................................................................... 827
Undivided profits and capital reserves..................................................................... 630
Net unrealized holding gains (losses) on available-for-sale securities................................... (23)
Cumulative foreign currency translation adjustments........................................................ (5)
--------
TOTAL EQUITY CAPITAL............................................................................... 2,114
--------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY CAPITAL................................ $21,309
========
</TABLE>
I, John J. Higgins, Controller of the above-named bank do hereby
declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of
the Federal Reserve System and is true to the best of my knowledge
and belief.
/s/ John J. Higgins
-----------------
Controller
