As filed with the Securities and Exchange Commission on February 1, 2000
Registration No. 333-93603
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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Provident Financial Group, Inc. Ohio 31-0982792
Provident Capital Trust III Delaware Applied For
Provident Capital Trust IV Delaware Applied For
- ------------------------------ ----------------- ----------------
(Exact name of each Registrant (State or other (I.R.S. Employer
as specified in its charter) jurisdiction of Identification
incorporation Number)
or organization)
--------------
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2000
---------------------------------------------------------------------
(Address, including zip code, and telephone number,
including area code, of Registrants' principal executive offices)
MARK E. MAGEE, ESQ.
General Counsel
Provident Financial Group, Inc.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2861
---------------------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
with copies to:
MARK A. WEISS, ESQ.
Keating, Muething & Klekamp, P.L.L.
1400 Provident Tower
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6599
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 and other factors.
-------------------
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, please 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, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] _____________
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
(Cover continued on next page)
<PAGE>
Pursuant to Rule 429 of the Securities Act of 1933, the Prospectus
contained in this Registration Statement also relates to $75,000,000 of unissued
securities of Provident Financial Group, Inc. and Provident Capital Trust III
registered pursuant to the Registrants' Registration Statement on Form S-3 (No.
333-80231). This Registration Statement, which is a new registration statement,
also constitutes a post-effective amendment to Registration Statement No.
333-80231. Such post-effective amendment shall become effective concurrently
with the effectiveness of this Registration Statement in accordance with Section
8(a) of the Securities Act of 1933.
The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
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.
<PAGE>
INTRODUCTORY NOTE
This Registration Statement contains a form of base prospectus relating to
common stock and common stock warrants, preferred stock and preferred stock
warrants, depositary shares, debt securities and debt warrants, stock purchase
contracts and stock purchase units of Provident Financial Group, Inc.; the
preferred securities of Provident Capital Trust III and Provident Capital Trust
IV (which we refer to as the Trusts); and units consisting of any combination of
securities of a Trust and of Provident Financial Group, Inc.
The information in the prospectus, including financial information, will be
updated at the time of each offering. Upon each such offering, a prospectus
supplement to the base prospectus will be filed.
This Amendment No. 1 is being filed solely for purposes of filing exhibits
to the Registration Statement.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses in connection with the offering
described in this Registration Statement:
Securities and Exchange Commission registration fee* $112,200
New York Stock Exchange listing fee 200,000
Legal fees and expenses 75,000
Accounting fees and expenses 10,000
Printing and engraving expenses 30,000
Trustee's fees and expenses 40,000
Rating Agencies' fees 100,000
Blue Sky fees and expenses 2,500
Miscellaneous 30,300
---------
TOTAL $ 600,000
=========
- ----------------
*Actual; other expenses are estimated
Item 15. Indemnification of Directors and Officers.
Ohio Revised Code, Section 1701.13(E), allows indemnification by Provident
Financial Group, Inc. to any person made or threatened to be made a party to any
proceedings, other than a proceeding by or in the right of the Provident
Financial Group, Inc., by reason of the fact that he is or was a director,
officer, employee or agent of the Provident Financial Group, Inc., against
expenses, including judgment and fines, if he acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
Provident Financial Group, Inc. and, with respect to criminal actions, in which
he had no reasonable cause to believe that his conduct was unlawful. Similar
provisions apply to actions brought by or in the right of the Provident
Financial Group, Inc., except that no indemnification shall be made in such
cases when the person shall have been adjudged to be liable for negligence or
misconduct to the Provident Financial Group, Inc. unless deemed otherwise by the
court. Indemnification may be authorized by a majority vote of a quorum of
disinterested directors or upon the written opinion of independent counsel or by
the shareholders or by court order. The Provident Financial Group, Inc.'s Code
of Regulations extends such indemnification.
The Declarations will provide that no Property Trustee or any of its
Affiliates, Delaware Trustee or any of its Affiliates, or any officer, director,
shareholder, member, partner, employee, representative, custodian, nominee or
agent of the Property Trustee or the Delaware Trustee (each a "Fiduciary
Indemnified Person"), and no Regular Trustee, Affiliate of any Regular Trustee,
<PAGE>
or any officer, director, shareholder, member, partner, employee, representative
or agent of any regular Trustee or any Affiliate thereof, or any employee or
agent of the Trust or its Affiliates (each a "Company Indemnified Person") shall
be liable, responsible or accountable in damages or otherwise to the Trust or
any officer, director, shareholder, partner, member, representative, employee or
agent of the Trust or its Affiliates or to any holder of Preferred Securities
for any loss, damage or claim incurred by reason of any act or omission
performed or omitted by such Fiduciary Indemnified Person or Company Indemnified
Person in good faith on behalf of the Trust and in a manner such Fiduciary
Indemnified Person or Company Indemnified Person reasonably believed to be
within the scope of the authority conferred on such Fiduciary Indemnified Person
or Company Indemnified Person by such Declaration or by law, except that a
Fiduciary Indemnified Person or Company Indemnified Person shall be liable for
any such loss, damage or claim incurred by reason of such Fiduciary Indemnified
Person's or Company Indemnified Person's gross negligence or willful misconduct
with respect to such acts or omissions.
The Declaration will also provide that to the full extent permitted by law,
the Company shall indemnify any Company Indemnified Person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Trust) by reason
of the fact that he is or was a Company Indemnified Person against expense
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interest of the Trust, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The Declaration will also provide that to the full extent
permitted by law, the Company shall indemnify any Company Indemnified Person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the Trust to procure a
judgment in its favor by reason of the fact that he is or was a Company
Indemnified Person against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Trust and except that no
such indemnification shall be made in respect of any claim, issue or manner as
to which such Company Indemnified Person shall have been adjudged to be liable
to the Trust unless and only to the extent that the Court of Chancery of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which Court of Chancery or such other court shall
deem proper. The Declaration will further provide that expenses (including
attorneys' fees) incurred by a Company Indemnified Person in defending a civil,
criminal, administrative or investigative action, suit or proceeding referred to
in the immediately preceding two sentences shall be paid by the Company in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such Company Indemnified Person to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Company as authorized in the Declaration.
The directors and officers of the Company and the Regular Trustees are
covered by insurance policies indemnifying them 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 or the Trust. Any agents, dealers or underwriters who
execute any of the agreements filed as or incorporated by reference as Exhibit 1
<PAGE>
to this Registration Statement will agree to indemnify the Company's directors
and their officers and the Trustees who signed the Registration Statement
against certain liabilities that may arise under the Securities Act of 1933 with
respect to information furnished to the Company or the Trust by or on behalf of
any such indemnifying party.
The Declaration will also provide that the Company shall indemnify each
Fiduciary Indemnified Person against any loss, liability or expense incurred
with out negligence or bad faith on its part, arising out of or in connection
with the acceptance or administration of the trust or trusts under the Trust,
including the costs and expenses (including reasonable legal fees and expenses)
of defending itself against or investigating any claim or liability in
connection with the exercise or performance of any of its powers or duties
thereunder.
Item 16. Exhibits and Financial Statement Schedules.
Exhibit No. Description of Document
1** Form of Underwriting Agreement
4.1* Plan of Reorganization relating to Series D Non-Voting Convertible
Preferred Stock (incorporated by reference to Exhibit No. 4 to Provident
Financial's Form 10-K for the fiscal year ended December 31, 1995)
4.2* Junior Subordinated Indenture dated as of November 27, 1996 between
Provident Financial and The Bank of New York, as Indenture Trustee
(incorporated by reference to Exhibit No. 4.1 to Provident Financial's
Form 8-K dated November 27, 1996)
4.3* Amended and Restated Declaration of Trust of Provident Capital Trust I,
dated as of November 27, 1996 (incorporated by reference to Exhibit No.
4.3 to Provident Financial's Form 8-K dated November 27, 1996)
4.4* Form of Guarantee Agreement to be entered into by Provident Financial and
The Bank of New York, as Guarantee Trustee (incorporated by reference to
Exhibit No. 4.8 to Registration Statement No. 333-20769)
4.5* Form of Indenture relating to the Junior Subordinated Debentures to be
entered by and between Provident Financial and The Chase Manhattan Bank,
as Indenture Trustee (incorporated by reference to Exhibit No. 4(a) to
Registration Statement No. 333-80231)
4.6* Form of Guarantee Agreement to be entered into by and between Provident
Financial, as Guarantor, and The Chase Manhattan Bank, as Guarantor
Trustee, for the benefit of holders of Preferred Securities of Provident
Capital Trust III and Provident Capital Trust IV (incorporated by
reference to Exhibit No. 4(b) to Registration Statement No. 333-80231)
4.7* Form of Junior Subordinated Debenture (incorporated by reference to
Exhibit No. 4(c) to Registration Statement No. 333-80231)
4.8* Certificate of Trust of Provident Capital Trust II (incorporated by
reference to Exhibit No. 4(d) to Registration Statement No. 333-80231)
4.9* Certificate of Trust of Provident Capital Trust III (incorporated by
reference to Exhibit No. 4(e) to Registration Statement No. 333-80231)
4.10* Declaration of Trust of Provident Capital Trust II (incorporated by
reference to Exhibit No. 4(f) to Registration Statement No. 333-80231)
<PAGE>
4.11* Declaration of Trust of Provident Capital Trust III (incorporated by
reference to Exhibit No. 4(g) to Registration Statement No. 333-80731)
4.12* Form of Preferred Security Certificate (incorporated by reference to
Exhibit No. 4(i) to Registration Statement No. 333-80231)
4.13* Form of Senior Indenture between Provident Financial and The Chase
Manhattan Bank, as Trustee
4.14* Form of Subordinated Indenture between Provident Financial and The Chase
Manhattan Bank,as Trustee
4.15* Form of Junior Subordinated Indenture between Provident Financial and The
Chase Manhattan Bank, as Trustee
4.16** Form of Debt Warrant Agreement (including form of Debt Warrant
certificate)
4.17** Form of Preferred Stock Warrant Agreement (including form of Preferred
Stock Warrant Certificate)
4.18** Form of Common Stock Warrant Agreement (including form of Common Stock
Warrant Certificate)
4.19** Statement with Respect to Shares for the offered Preferred Securities:
Upon issuance of any such securities, Provident Financial will file all
necessary Exhibits to a Current Report on Form 8-K and thereby
incorporates such Exhibits by reference.
4.20** Form of Deposit Agreement with respect to the Depositary Shares
(including the form of Depositary Receipt to be issued thereunder)
4.21* Form of Amended and Restated Declaration of Trust for Provident Capital
Trust III and Provident Capital Trust IV (including the forms of
Preferred Securities and Common Stock to be issued thereunder)
4.22* Form of Certificate of Trust for Provident Capital Trust IV
4.23* Form of Declaration of Trust for Provident Capital Trust IV
4.24 Provident Financial has outstanding certain long-term debt. None of such
debt exceeds 10% of the total assets of Provident Financial and its
consolidated subsidiaries; therefore, copies of the constituent
instruments defining the rights of the holders of such debt are not
included as exhibits to this Registration Statement. Provident Financial
agrees to furnish copies of such instruments to the Commission upon
request.
5.1* Opinion and Consent of Keating, Muething & Klekamp, P.L.L.
5.2* Opinion and Consent of Richards, Layton & Finger, P.A. relating to
Provident Capital Trust III
5.3* Opinion and Consent of Richards, Layton & Finger, P.A. relating to
Provident Capital Trust IV
12.1 Computation of Ratios of Earnings to Fixed Charges
12.2 Computation of Ratio of Earnings to Combined Fixed Charges and Preferred
Stock Dividends
23.1* Consent of Ernst & Young, LLP
23.2* Consent of Keating, Muething & Klekamp, P.L.L.(Contained in Exhibit 5.1)
23.3* Consent of Richards, Layton & Finger, P.A. (contained in Exhibits 5.2 and
5.3)
24* Powers of Attorney of Directors and Officers (included on signature page)
25.1* Form T-1 of The Chase Manhattan Bank as Trustee under the Senior
Indenture
25.2* Form T-1 of The Chase Manhattan Bank as Trustee under the Subordinated
Indenture
<PAGE>
25.3* Form T-1 of The Chase Manhattan Bank as Trustee with respect to the
Preferred Securities of Provident Capital Trust II (incorporated by
reference to Exhibit No. 25(b) to Registration Statement No. 333-80231)
25.4* Form T-1 of The Chase Manhattan Bank as Trustee with respect to the
Preferred Securities of Provident Capital Trust III
25.5* Form T-1 of The Chase Manhattan Bank as Trustee with respect to the
Preferred Securities of Provident Capital Trust IV
25.6* Form T-1 of The Chase Manhattan Bank as Trustee with respect to the
Guarantees of Provident Financial Group with respect to Provident Capital
Trust II (incorporated by reference to Exhibit No. 25(d) to Registration
Statement No. 333-80231)
25.7* Form T-1 of The Chase Manhattan Bank as Trustee with respect to the
Guarantees of Provident Financial Group with respect to Provident Capital
Trust III
25.8* Form T-1 of The Chase Manhattan Bank as Trustee with respect to the
Guarantees of Provident Financial Group with respect to Provident Capital
Trust IV
25.9* Form T-1 of The Chase Manhattan Bank as Trustee with respect to the Junior
Subordinated Debt Securities of Provident Financial Group
* Previously filed or incorporated by reference herein as indicated.
** To be filed by amendment or as an exhibit to a Current Report on
Form 8-K.
Item 17. Undertakings.
(a) The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. 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) under the
Securities Act if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement.
<PAGE>
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 Registrants
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrants' annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) If the securities to be registered are to be offered at competitive bidding,
the undersigned Registrants hereby undertake: (1) 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 Act, and relating to the
securities offered at competitive bidding, as contained in the Registration
Statement, together with any supplements thereto, and (2) to file an amendment
to the Registration Statement reflecting the results of bidding, the terms of
the reoffering and related matters to the extent required by the applicable
form, not later than the first use, authorized by the issuer after the opening
of bids, of a prospectus relating to the securities offered at competitive
bidding, unless no further public offering of such securities by the issuer and
no reoffering of such securities by the purchasers is proposed to be made.
(d) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the foregoing provisions, or otherwise, the Registrants
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
(e) The undersigned Registrant hereby undertakes that
(1) for purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective; and
(2) for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(f) The undersigned Registrant hereby undertakes to file, if necessary, an
application for the purpose of determining the eligibility of the Trustee to act
under subsection (a) of Section 310 of the Trust Indenture Act of 1939 in
accordance with the rules and regulations prescribed by the Securities and
Exchange Commission under Section 305(b)(2) of such Act.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Provident
Financial Group, Inc. 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
Amendment to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Cincinnati, State of Ohio,
as of the 1st day of February, 2000.
PROVIDENT FINANCIAL GROUP, INC.
By: /s/Robert L. Hoverson
--------------------------------
Robert L. Hoverson, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/Robert L. Hoverson President and Director February 1, 2000
- --------------------------- (Principal Executive
Robert L. Hoverson Officer)
*
- --------------------------- Director February 1, 2000
Jack M. Cook
*
- --------------------------- Director February 1, 2000
Thomas D. Grote
*
- --------------------------- Director February 1, 2000
Philip R. Myers
*
- --------------------------- Director February 1, 2000
Joseph A. Pedoto
*
- --------------------------- Director February 1, 2000
Sidney A. Peerless
*
- --------------------------- Director February 1, 2000
Joseph A. Steger
<PAGE>
/s/Christopher J. Carey
- --------------------------- Executive Vice President February 1, 2000
Cristopher J. Carey and Chief Financial
Officer (Principal Financial
Officer and Principal
Accounting Officer)
*By: /s/Christopher J. Carey
------------------------ Attorney-in-Fact February 1, 2000
Christopher J. Carey
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Provident
Capital Trust III 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
Amendment to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Cincinnati, State of Ohio,
as of February 1, 2000.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
PROVIDENT CAPITAL TRUST III
By: /s/Christopher J. Carey
-------------------------------------
*Christopher J. Carey, as Trustee
By: /s/Mark E. Magee
-------------------------------------
*Mark E. Magee, as Trustee
By: /s/Tayfun Tuzun
------------------------------------
*Tayfun Tuzun, as Trustee
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Provident
Capital Trust IV 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 the City of Cincinnati, State of Ohio, as of February 1,
2000.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
PROVIDENT CAPITAL TRUST IV
By: /s/Christopher J. Carey
-------------------------------------
*Christopher J. Carey, as Trustee
By: /s/Mark E. Magee
-------------------------------------
*Mark E. Magee, as Trustee
By: /s/Tayfun Tuzun
------------------------------------
*Tayfun Tuzun, as Trustee
EXHIBIT 12.1
<TABLE>
<CAPTION>
Nine Months Ended
September 30, Year Ended December 31,
------------------ -----------------------------------------------
1999 1998 1998 1997 1996 1995 1994
- -------------------------------------------------- --------- ------- ------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings:
Net income 106,495 96,070 114,952 107,437 78,145 71,860 57,666
Total provision (benefit) for income taxes 57,972 51,184 61,122 57,093 41,198 35,306 29,871
Income before income tax provision (benefit) 164,467 147,254 176,074 164,530 119,343 107,166 87,537
Fixed charges, excluding interest on deposits 91,578 95,240 128,567 90,603 89,517 69,247 41,078
Fixed charges, including interest on deposits 264,309 261,079 350,873 312,052 282,456 261,644 165,314
Adjusted earnings, excluding interest on deposits 256,045 242,494 304,641 255,133 208,860 176,413 128,615
Adjusted earnings, including interest on deposits 428,776 408,333 526,947 476,582 401,799 368,810 252,851
Fixed Charges:
Total interest expense 264,309 261,079 350,873 312,052 282,456 261,644 165,314
Interest on deposits 172,731 165,839 222,306 221,449 192,939 192,397 124,236
Dividend requirement of preferred stock 653 593 791 712 536 2,437 2,971
Adjustment to compute pretax preferred dividend 352 319 426 383 289 1,312 1,600
Fixed charges, excluding interest on deposits 92,583 96,152 129,784 91,698 90,342 72,996 45,649
Fixed charges, including interest on deposits 265,314 261,991 352,090 313,147 283,281 265,393 169,885
Ratio of Earnings to Fixed Charges:
Excluding interest on deposits 2.77 2.52 2.35 2.78 2.31 2.42 2.82
Including interest on deposits 1.62 1.56 1.50 1.52 1.42 1.39 1.49
</TABLE>
EXHIBIT 12.2
<TABLE>
<CAPTION>
Nine Months Ended
September 30, Year Ended December 31,
------------------ -----------------------------------------------
1999 1998 1998 1997 1996 1995 1994
- -------------------------------------------------- --------- ------- ------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings:
Net income 106,495 96,070 114,952 107,437 78,145 71,860 57,666
Total provision (benefit) for income taxes 57,972 51,184 61,122 57,093 41,198 35,306 29,871
Income before income tax provision (benefit) 164,467 147,254 176,074 164,530 119,343 107,166 87,537
Fixed charges, excluding interest on deposits 91,578 95,240 128,567 90,603 89,517 69,247 41,078
Fixed charges, including interest on deposits 264,309 261,079 350,873 312,052 282,456 261,644 165,314
Adjusted earnings, excluding interest on deposits 256,045 242,494 304,641 255,133 208,860 176,413 128,615
Adjusted earnings, including interest on deposits 428,776 408,333 526,947 476,582 401,799 368,810 252,851
Fixed Charges:
Total interest expense 264,309 261,079 350,873 312,052 282,456 261,644 165,314
Interest on deposits 172,731 165,839 222,306 221,449 192,939 192,397 124,236
Fixed charges, excluding interest on deposits 91,578 95,240 128,567 90,603 89,517 69,247 41,078
Fixed charges, including interest on deposits 264,309 261,079 350,873 312,052 282,456 261,644 165,314
Ratio of Earnings to Fixed Charges:
Excluding interest on deposits 2.80 2.55 2.37 2.82 2.33 2.55 3.13
Including interest on deposits 1.62 1.56 1.50 1.53 1.42 1.41 1.53
</TABLE>
