<PAGE> 1
ORIGINAL ELECTRONICALLY TRANSMITTED TO THE SECURITIES AND EXCHANGE COMMISSION ON
OCTOBER 27, 1994
REGISTRATION NO. 33- (1)
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
---------------------
IBM CREDIT CORPORATION
(Exact name of registrant as specified in its charter)
---------------------
<TABLE>
<S> <C>
DELAWARE 22-2351962
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
290 Harbor Drive
P.O. Box 10399
Stamford, Connecticut 06904-2399
(203) 973-5100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
JOHN J. SHAY, JR.
Vice President, Secretary and General Counsel
IBM CREDIT CORPORATION
290 Harbor Drive
P.O. Box 10399
Stamford, Connecticut 06904-2399
(203) 973-5100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
COPIES TO:
<TABLE>
<S> <C>
ROBERT ROSENMAN PETER H. DARROW
CRAVATH, SWAINE & MOORE CLEARY, GOTTLIEB, STEEN & HAMILTON
Worldwide Plaza One Liberty Plaza
825 Eighth Avenue New York, New York 10006
New York, New York 10019
</TABLE>
---------------------
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
---------------------
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/
CALCULATION OF REGISTRATION FEE
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<TABLE>
<S> <C> <C> <C> <C>
Title of each class Amount Proposed maximum Proposed maximum
of securities to be offering price aggregate offering Amount of
to be registered registered(a) per unit(b) price(a)(b) registration fee
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Debt Securities.............................. $2,500,000,000 100% $2,500,000,000 $862,069
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</TABLE>
(a) The initial public offering price of any Debt Securities denominated in any
foreign currencies or currency units shall be the U.S. dollar equivalent
thereof based on the prevailing exchange rates at the respective times such
Debt Securities are first offered. For Debt Securities issued with an
original issue discount, the amount to be registered is calculated as the
initial accreted value of such Debt Securities.
(b) 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 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.
---------------------
(1) PURSUANT TO RULE 429 OF THE RULES AND REGULATIONS OF THE SECURITIES AND
EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS INCLUDED IN
THIS REGISTRATION STATEMENT ALSO RELATES TO UP TO $711,000,000 OF DEBT
SECURITIES PREVIOUSLY REGISTERED UNDER THE REGISTRANT'S REGISTRATION STATEMENT
ON FORM S-3 (REGISTRATION NO. 33-49411), LESS THE AMOUNT OF ANY SUCH DEBT
SECURITIES OFFERED ON OR AFTER THE DATE HEREOF AND PRIOR TO THE DATE THIS
REGISTRATION STATEMENT SHALL BE DECLARED EFFECTIVE.
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<PAGE> 2
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.
SUBJECT TO COMPLETION OCTOBER 27, 1994
PROSPECTUS
IBM CREDIT CORPORATION
DEBT SECURITIES
------------------------
IBM Credit Corporation (the "Company") intends from time to time to issue
in one or more series up to $3,211,000,000 aggregate amount of its debt
securities (the "Securities") or, for Securities denominated in currencies or
currency units other than U.S. dollars, the equivalent thereof based on the
prevailing exchange rates at the respective times such Securities are first
offered, each series of which will be offered on terms to be determined at the
time of sale. When a particular series of Securities is offered, a supplement to
this Prospectus (a "Prospectus Supplement") will be delivered with this
Prospectus setting forth with respect to such series: the designation and
principal amount offered; the purchase price and other terms of the offering;
the maturity or maturities; the rate (or method of calculation) and time of
payment of interest, if any; the authorized denominations; the terms for a
sinking, purchase or analogous fund, if any; the terms for redemption or early
repayment, if any; the currency or currencies or currency unit or units in which
principal, premium, if any, or interest, if any, is payable; and any listing on
a securities exchange.
------------------------
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.
------------------------
The Securities may be sold (i) through underwriting syndicates represented
by managing underwriters or by underwriters without a syndicate; (ii) through
agents designated from time to time; or (iii) directly to purchasers. The names
of any underwriters or agents of the Company involved in the sale of the
Securities in respect of which this Prospectus is being delivered and any
applicable commissions or discounts are set forth in the Prospectus Supplement.
The net proceeds to the Company from such sale are also set forth in the
Prospectus Supplement. Securities in bearer form are offered only outside the
United States and its possessions to non-United States persons or to offices
located outside the United States and its possessions of certain United States
financial institutions or to certain international organizations and foreign
central banks.
------------------------
The date of this Prospectus is October , 1994
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Reports and other information can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, and the Commission's Regional Offices
located at 7 World Trade Center, New York, New York 10048 and Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
In addition, reports and other information concerning the Company can be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
7th Floor, New York, New York 10005.
DOCUMENTS INCORPORATED BY REFERENCE
The following document filed by the Company with the Commission, pursuant
to Section 13 of the Exchange Act, is incorporated by reference into this
Prospectus: the Company's Annual Report on Form 10-K for the year ended December
31, 1993 and the Quarterly Reports on Form 10-Q for the quarters ended March 31,
1994 and June 30, 1994. All documents subsequently filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of the offering of the Securities offered hereby shall be deemed to
be incorporated by reference into this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus has been delivered, on the written or oral request of such person, a
copy of any documents incorporated herein by reference, other than exhibits to
such documents. Requests for copies of such documents should be directed to
Treasurer, IBM Credit Corporation, 290 Harbor Drive, P.O. Box 10399, Stamford,
Connecticut 06904-2399 (telephone (203) 973-5100).
2
<PAGE> 4
THE COMPANY
The Company's principal business is financing. All the outstanding capital
stock of the Company is owned by International Business Machines Corporation, a
New York corporation ("IBM"). The Company finances the purchase and lease of IBM
products and related products and services by customers of IBM in the U.S. The
Company also engages in other financings, some of which are related and some of
which are unrelated to the business of IBM.
Pursuant to a Support Agreement between IBM and the Company, IBM has agreed
to retain 100% of the voting capital stock of the Company, unless required to
dispose of any or all such shares of stock pursuant to a court decree or order
of any governmental authority which, in the opinion of counsel to IBM, may not
be successfully challenged. IBM has also agreed to cause the Company to have a
tangible net worth of at least $1.00 at all times. The Support Agreement
provides that it shall not be deemed to constitute a direct or indirect
guarantee of IBM to any party of the payment of the principal of, or interest
on, any indebtedness, liability or obligation of the Company. The Support
Agreement may not be modified, amended or terminated while there is outstanding
any debt of the Company, unless all holders of such debt have consented in
writing. Accordingly, the Support Agreement will remain in effect as long as any
debt of the Company is outstanding, unless all holders of such debt agree
otherwise.
The Company was incorporated in Delaware on March 4, 1981. The Company's
principal executive offices are located at 290 Harbor Drive, P.O. Box 10399,
Stamford, Connecticut 06904-2399 and its telephone number is (203) 973-5100.
USE OF PROCEEDS
The net proceeds from the sale of the Securities will be used for general
corporate purposes.
The Company expects that it will, on a recurring basis, engage in
additional financings in character and amount to be determined as the need
arises.
RATIO OF EARNINGS TO FIXED CHARGES
The following ratios of earnings to fixed charges have been computed by
dividing the sum of net earnings before income taxes and fixed charges, by fixed
charges. Fixed charges consist of gross interest on debt and such portion of
rental expense deemed to be representative of the interest factor.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED
JUNE 30, DECEMBER 31,
---------- ----------------------------
1994 1993 1992 1991 1990 1989
---------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges......................... 2.35 2.07 1.78 1.58 1.44 1.44
</TABLE>
DESCRIPTION OF THE SECURITIES
The Securities are to be issued under an Indenture dated as of January 15,
1989 (the "Indenture"), between the Company and The Chase Manhattan Bank
(National Association), as Trustee (the "Trustee"). The following statements are
subject to the detailed provisions of the Indenture, a copy of which is filed as
an exhibit to the Registration Statement; whenever particular provisions of the
Indenture are referred to, such provisions are incorporated by reference as part
of the statement made, and the statement is qualified in its entirety by such
reference. Whenever a defined term is referred to and not herein defined, the
definition thereof is contained in the Indenture.
3
<PAGE> 5
GENERAL
The Indenture provides for the issuance from time to time of Securities in
an unlimited aggregate principal amount and an unlimited number of series.
The Securities are unsecured and will rank pari passu (i.e., without any
precedence over each other) with all other unsecured and nonsubordinated debt of
the Company.
Reference is made to the applicable Prospectus Supplement for the following
terms of the series of Securities offered thereby: (i) the title of the
Securities of such series; (ii) any limit upon the aggregate principal amount of
such Securities; (iii) the date or dates on which such Securities will mature or
the method of determination of such date or dates; (iv) the rate or rates, or
the method of determination thereof, at which such Securities will bear
interest, if any, the date or dates from which such interest will accrue and the
date or dates such interest will be payable; (v) the place or places where the
principal of, and premium and interest, if any, on, such Securities will be
payable; (vi) the periods, prices and terms and conditions upon which any such
Security may be redeemed, in whole or in part, at the option of the Company;
(vii) any terms for redemption or repurchase pursuant to any sinking fund or
analogous provision or at the option of a Holder; (viii) if other than the
principal amount thereof, the portion of the principal amount of such Securities
that will be payable upon acceleration of maturity (Securities subject to such
provisions being referred to as "Original Issue Discount Securities"); (ix) any
deletions or modifications of, or additions to, the Events of Default or
covenants of the Company under the Indenture with respect to such Securities
(including whether the covenants described below under "Covenants -- Limitations
on Liens" will not apply to such Securities); (x) if other than U.S. dollars,
the currency, currencies or currency unit or units in which such Securities will
be denominated and in which the principal of, and premium and interest, if any,
on, such Securities will be payable; (xi) whether, and the terms and conditions
on which, the Company or a Holder may elect payment of principal of, or premium
or interest, if any, on, such Securities in a currency, currencies or currency
unit or units other than that in which such Securities are stated to be payable;
(xii) the manner of determining the amount of principal of, or premium or
interest, if any, on, any such Securities to be determined with reference to an
index based on a currency or currency unit other than that in which such
Securities are stated to be payable; (xiii) whether such Securities will be
issued in fully registered form without coupons ("Registered Securities") or in
bearer form with or without coupons ("Bearer Securities"), or any combination
thereof, whether such Securities will be issued in the form of one or more
global securities (each a "Global Security") and whether such Securities are to
be issuable in temporary global form or definitive global form; (xiv) if such
Securities are to be issued upon the exercise of warrants, the time, manner and
place for such Securities to be authenticated and delivered; (xv) whether and
under what circumstances the Company will pay additional amounts to any Holder
of such Securities who is not a U.S. Person (as defined herein under "Global
Securities -- Temporary Global Securities") in respect of any tax, assessment or
governmental charge withheld or deducted and, if so, whether and on what terms
the Company will have the option to redeem such Securities rather than pay any
additional amounts; and (xvi) any other terms of any of such Securities not
inconsistent with the Indenture. (Sections 202 and 301).
Unless otherwise specified in the applicable Prospectus Supplement, (x) the
Securities will be Registered Securities and (y) Securities denominated in U.S.
dollars will be issued, in the case of Registered Securities, in denominations
of $1,000 or an integral multiple thereof and, in the case of Bearer Securities,
in denominations of $5,000.
If any of the Securities are sold for any foreign currency or currency unit
or if the principal of, or premium or interest, if any, on, any of the
Securities is payable in any foreign currency or currency unit, the specific
terms of such Securities and any other information concerning the restrictions,
elections and tax consequences with respect to such Securities and such foreign
currency or currency unit will be set forth in the Prospectus Supplement
relating thereto.
4
<PAGE> 6
EXCHANGE, REGISTRATION AND TRANSFER
Registered Securities of any series will be exchangeable for other
Registered Securities of the same series and of a like aggregate principal
amount and tenor of different authorized denominations. If Securities of any
series are issuable as both Registered Securities and Bearer Securities, the
Bearer Securities of such series (with all unmatured coupons, except as provided
below, and all matured coupons in default) will be exchangeable for Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor. If a Bearer Security with coupons
appertaining thereto is surrendered in exchange for a Registered Security
between a Regular Record Date or Special Record Date and the relevant date for
payment of interest, such Bearer Security shall be surrendered without the
coupon relating to such date for payment of interest. Interest will not be
payable in respect of the Registered Security issued in exchange for such Bearer
Security, but will be payable only to the Holder of such coupon when due in
accordance with the terms thereof and of the Indenture. Bearer Securities will
not be issued in exchange for Registered Securities (unless otherwise specified
in the applicable Prospectus Supplement and permitted by applicable rules and
regulations). No service charge will be made for any transfer or exchange of the
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge in connection therewith. (Section 404)
Securities may be presented for exchange as provided above, and Registered
Securities (other than U.S. Book-Entry Securities (as defined under "Global
Securities -- Definitive Global Securities -- U.S. Book-Entry Securities"
below)) may be presented for registration of transfer (with the form of transfer
endorsed thereon duly executed), at the office of the Security Registrar or at
the office of any additional transfer agent designated by the Company for such
purpose with respect to any series of Securities and referred to in the
applicable Prospectus Supplement. (Sections 404 and 1102) The Company has named
the Trustee the Security Registrar under the Indenture. (Section 101) The
Company may at any time designate, or rescind the designation of, the Security
Registrar or any additional transfer agent or approve a change in the location
through which the Security Registrar or any such transfer agent acts, except
that, if Securities of a series are issuable solely as Registered Securities,
the Company will be required to maintain a transfer agent in each Place of
Payment for such series and, if Securities of a series are issuable as Bearer
Securities, the Company will be required to maintain (in addition to the
Security Registrar) a transfer agent in a Place of Payment for such series
located in Europe. The Company may at any time designate additional transfer
agents with respect to any series of Securities. (Section 1102)
In the event of any redemption in part, the Company will not be required
to: (i) issue, register the transfer of or exchange Securities of any series
during a period beginning at the opening of business 15 Business Days before any
selection of Securities of that series to be redeemed and ending at the close of
business on (a) if Securities of the series are issuable only as Registered
Securities, the day of mailing of the relevant notice of redemption and (b) if
Securities of the series are issuable only as Bearer Securities, the day of the
first publication of the relevant notice of redemption or, if Securities of the
series are also issuable as Registered Securities and there is no publication,
the day of mailing of the relevant notice of redemption; (ii) register the
transfer of or exchange any Registered Security, or portion thereof, called for
redemption, except the unredeemed portion of any Registered Security being
redeemed in part; or (iii) exchange any Bearer Security called for redemption,
except to exchange such Bearer Security for a Registered Security of that series
and like tenor which is immediately surrendered for redemption. (Section 404)
For a discussion of restrictions on the exchange, registration and transfer
of Global Securities, see "Global Securities" below.
PAYMENT AND PAYING AGENTS
Payment of principal of, and premium and interest, if any, on, Registered
Securities will be made in the designated currency or currency unit at the
office of such Paying Agent or Paying Agents as the
5
<PAGE> 7
Company may designate from time to time. At the option of the Company payment of
any interest on Registered Securities may be made by check mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register. Payment of any installment of interest on Registered Securities will
be made to the Person in whose name such Registered Security is registered at
the close of business on the Regular Record Date for such interest. (Section
406)
Payment of principal of, and premium and interest, if any, on, Bearer
Securities will be made in the designated currency or currency unit at the
offices of such Paying Agents outside the United States as the Company may
designate from time to time. On the applicable payment date therefor, payments
of principal of, and premium, if any, on, Bearer Securities will be made against
surrender of such Securities, and payment of interest on Bearer Securities with
coupons appertaining thereto on any Interest Payment Date will be made only
against surrender of the coupon relating to such Interest Payment Date.
(Sections 410 and 1102) No payment with respect to any Bearer Security will be
made at any office or agency of the Company 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. Notwithstanding the
foregoing, payments of principal of, and premium and interest, if any, on,
Bearer Securities denominated and payable in U.S. dollars will be made at the
office of the Company's Paying Agent in The City of New York, if (but only if)
payment of the full amount thereof in U.S. dollars at all offices or agencies
outside the United States is illegal or effectively precluded by exchange
controls or other similar restrictions. (Section 1102)
Unless otherwise indicated in the applicable Prospectus Supplement, the
Corporate Trust Office of the Trustee in The City of New York will be designated
as the Company's Paying Agent for payments with respect to Securities that are
issuable solely as Registered Securities and as the Company's Paying Agent in
The City of New York for payments with respect to Securities (subject to the
limitations described above in the case of Bearer Securities) that are issuable
solely as Bearer Securities or as both Registered Securities and Bearer
Securities. Any Paying Agents outside the United States and any other Paying
Agents in the United States initially designated by the Company for the
Securities of a series will be named in the applicable Prospectus Supplement.
The Company may at any time designate additional Paying Agents or rescind the
designation of any Paying Agent or approve a change in the office through which
any Paying Agent acts, except that, if Securities of a series are issuable
solely as Registered Securities, the Company will be required to maintain a
Paying Agent in each Place of Payment for such series and, if Securities of a
series are issuable as Bearer Securities, the Company will be required to
maintain (i) a Paying Agent in The City of New York for payments with respect to
any Registered Securities of the series (and for payments with respect to Bearer
Securities of the series in the circumstances described above, but not
otherwise), and (ii) a Paying Agent in a Place of Payment located outside the
United States where Securities of such series and any coupons appertaining
thereto may be presented and surrendered for payment; provided that if the
Securities of such series are listed on The International Stock Exchange of the
United Kingdom and The Republic of Ireland Limited, the Luxembourg Stock
Exchange or any other stock exchange located outside the United States and such
stock exchange shall so require, the Company will maintain a Paying Agent in
London, Luxembourg or any other required city located outside the United States,
as the case may be, for the Securities of such series. (Section 1102)
Unless otherwise indicated in the applicable Prospectus Supplement, in any
case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security or Coupon shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of the Indenture or of such Security or
Coupon) payment of interest or principal (and premium, if any) need not be made
at such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made
on the Interest Payment Date or Redemption Date, or at the Stated Maturity, as
the case may be, provided that no interest shall accrue for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be, to the next succeeding Business Day at such Place of Payment.
(Section 113)
6
<PAGE> 8
All moneys paid by the Company to a Paying Agent for the payment of
principal of, and premium and interest, if any, on, any Security or coupon that
remains unclaimed at the end of two years after such principal, premium or
interest shall have become due and payable will be repaid to the Company and the
Holder of such Security or coupon will thereafter look only to the Company for
payment thereof. (Section 1103)
GLOBAL SECURITIES
The Securities of a series may be issued in whole or in part as one or more
Global Securities in either registered or bearer form and in either temporary or
definitive form. The Global Security or Securities of a series will be deposited
with, or on behalf of, a depositary located in the United States (a "U.S.
Depositary") or a common depositary located outside the United States (a "Common
Depositary") identified in the Prospectus Supplement relating to such series.
All temporary or definitive Global Securities in bearer form will be deposited
with a Common Depositary.
The specific terms of the depositary arrangement with respect to any
Securities of a series issued in global form will be described in the Prospectus
Supplement relating to such series. The Company may treat a Person having a
beneficial interest in a definitive Global Security as the Holder of such
principal amount of Outstanding Securities represented by such definitive Global
Security as shall be specified in a written statement of the Holder of such
definitive Global Security, or, in the case of a definitive Global Security in
bearer form, of Euroclear or CEDEL, which is delivered to the Trustee by such
Person. (Section 411) None of the Company, the Trustee, any Paying Agent or the
Security Registrar will have any responsibility or liability for any aspect of
the records 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. (Section 411) The
Company anticipates that the following provisions will apply to all depositary
arrangements with a U.S. Depositary or Common Depositary.
TEMPORARY GLOBAL SECURITIES
If so specified in the applicable Prospectus Supplement, all or any portion
of the Securities of a series that are issuable as Bearer Securities initially
will be represented by one or more temporary Global Securities, without interest
coupons, to be deposited with a Common Depositary in London for Morgan Guaranty
Trust Company of New York, Brussels Office, as operator of the Euroclear System
("Euroclear") and CEDEL S.A. ("CEDEL") for credit to the respective accounts of
the beneficial owners of such Securities (or to such other accounts as they may
direct). On and after the exchange date determined as provided in any such
temporary Global Security and described in the applicable Prospectus Supplement,
each such temporary Global Security will be exchangeable for definitive
Securities in bearer form, registered form, definitive global bearer form or any
combination thereof, as specified in the applicable Prospectus Supplement. No
Bearer Security (including a Security in definitive global bearer form)
delivered in exchange for a portion of a temporary Global Security will be
mailed or otherwise delivered to any location in the United States in connection
with such exchange. (Sections 402 and 403)
See the applicable Prospectus Supplement for a description of the
requirements for certification of ownership by non-United States persons that
will apply prior to (i) the issuance of a definitive Bearer Security or (ii) the
payment of interest on an Interest Payment Date that occurs before the issuance
of a definitive Bearer Security.
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 or any political subdivision thereof
or an estate or trust the income of which is subject to United States Federal
income taxation regardless of its source, and "United States" means the United
States of America (including the States and the District of Columbia), its
territories, its possessions and other areas subject to its jurisdiction.
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<PAGE> 9
DEFINITIVE GLOBAL SECURITIES
Bearer Securities. If any Securities of a series are issuable in
definitive global bearer form, the applicable Prospectus Supplement will
describe the circumstances, if any, under which beneficial owners of interests
in any such definitive global Bearer Security may exchange such interests for
Securities of such series and of like tenor and principal amount in any
authorized form and denomination. No Bearer Security delivered in exchange for a
portion of a definitive global Bearer Security will be mailed or otherwise
delivered to any location in the United States in connection with such exchange.
(Section 404) Principal of, and premium and interest, if any, on, a definitive
global Bearer Security will be payable in the manner described in the applicable
Prospectus Supplement.
U.S. Book-Entry Securities. If Securities of a series are to be
represented by a definitive global Registered Security to be deposited with or
on behalf of a U.S. Depositary, such Securities ("U.S. Book-Entry Securities")
will be represented by a definitive Global Security registered in the name of
the U.S. Depositary or its nominee. Upon the issuance of a definitive Global
Security registered in the name of the U.S. Depositary, the U.S. Depositary will
credit, on its book-entry registration and transfer system, the respective
principal amounts of the U.S. Book-Entry 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 for the sale of such U.S. Book-Entry Securities or
by the Company, if such Securities are offered and sold directly by the Company.
Ownership of U.S. Book-Entry Securities will be limited to participants or
persons that may hold interests through participants. Ownership of U.S.
Book-Entry Securities will be shown on, and the transfer of that ownership will
be effected only through, records maintained by the U.S. Depositary or its
nominee for the applicable definitive Global Security or by participants or
persons that hold through participants. So long as the U.S. Depositary, 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 U.S. Book-Entry Securities represented by such Global Security for all
purposes under the Indenture. Payment of principal of, and premium and interest,
if any, on, U.S. Book-Entry Securities will be made to the U.S. Depositary or
its nominee, as the case may be, as the registered owner or the holder of the
Global Security representing such U.S. Book-Entry Securities. Owners of U.S.
Book-Entry Securities will not be entitled to have such Securities registered in
their names in the Security Register, will not receive or be entitled to receive
physical delivery of such Securities in definitive form and will not be
considered the owners or holders thereof under the Indenture. 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 purchase or transfer U.S. Book-Entry Securities.
The Company expects that the U.S. Depositary for U.S. Book-Entry Securities
of a series, upon receipt of any payment of principal of, or premium or
interest, if any, on, the related definitive Global Security, will immediately
credit 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.
COVENANTS
Limitations on Liens. The Company will not, nor will it permit any
Restricted Subsidiary to, incur, issue, assume, guarantee or suffer to exist any
indebtedness for money borrowed or any bonds, debentures, notes or other similar
evidences of indebtedness, whether or not for money borrowed, ("Debt") which are
secured by any pledge of, or mortgage, security interest or other lien ("lien")
on, any property or assets, whether now owned or hereafter acquired, of the
Company or any Restricted Subsidiary, or any shares of stock or Debt of any
Restricted Subsidiary, without effectively providing
8
<PAGE> 10
that the Securities (together with, if the Company so determines, any other Debt
of the Company or such Restricted Subsidiary then existing or thereafter created
which is not subordinated to the Securities) shall be secured equally and
ratably with (or prior to) such Debt, so long as such Debt shall be so secured,
unless, after giving effect thereto, the aggregate amount of all such secured
Debt of the Company and its Restricted Subsidiaries would not exceed 5% of
Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries;
provided, however, that this restriction will not apply to: (1) liens on
property of, or on any shares of stock or debt of, any corporation existing at
the time such corporation becomes a Restricted Subsidiary; (2) liens on
property, shares of stock or debt existing at the time of acquisition thereof by
the Company or any Restricted Subsidiary; (3) liens on physical property, shares
of stock or debt subsequently acquired (or, in the case of property,
constructed) by the Company or any Restricted Subsidiary and created prior to,
at the time of, or within one year after such acquisition (or, in the case of
property, the completion of such construction or commencement of commercial
operation of such property, whichever is later) to secure or provide for the
payment of all or any part of the purchase price (or, in the case of property,
the construction price) thereof; (4) liens in favor of the Company or any
Restricted Subsidiary; (5) liens in favor of the United States of America or any
State thereof or the District of Columbia, or any agency, department or other
instrumentality thereof, to secure progress, advance or other payments pursuant
to any contract or provision of any statute; (6) liens securing the performance
of any contract or undertaking not directly or indirectly in connection with the
borrowing of money, obtaining of advances or credit or the securing of debt, if
made and continuing in the ordinary course of business; (7) liens to secure
nonrecourse obligations in connection with the Company's or a Restricted
Subsidiary's engaging in leveraged or single-investor lease transactions; and
(8) any extension, renewal or replacement of the foregoing. (Section 1104)
"Consolidated Net Tangible Assets" means, at any date, the total assets
appearing on the most recently prepared consolidated balance sheet of the
Company and its Restricted Subsidiaries as at the end of a fiscal quarter of the
Company, prepared in accordance with generally accepted accounting principles,
less (a) all current liabilities (due within one year) as shown on such balance
sheet, (b) investments in and advances to subsidiaries of the Company other than
Restricted Subsidiaries or other entities accounted for on the equity method of
accounting, and (c) intangible assets. "Intangible assets" means the value (net
of any applicable reserves), as shown on or reflected in such balance sheet, of:
(i) all trade names, trademarks, licenses, patents, copyrights and goodwill;
(ii) organizational and development costs; (iii) deferred charges (other than
prepaid items such as insurance, taxes, interest, commissions, rents and similar
items and tangible assets being amortized); and (iv) unamortized debt discount
and expense, less unamortized premium. (Section 101)
"Restricted Subsidiary" means each subsidiary of the Company organized
under the laws of any State of the United States or the District of Columbia.
(Section 101)
Consolidation, Merger or Sale of Assets of the Company. The Company shall
not consolidate with or merge into any other corporation or sell its assets
substantially as an entirety, unless (1) the corporation formed by such
consolidation or into which the Company is merged or the corporation which
acquires its assets is a corporation all of the voting capital stock of which is
owned by IBM or any successor thereto, is organized in the United States, and
expressly assumes the due and punctual payment of the principal of, and premium
and interest, if any, on, all the Securities and the performance of every
covenant of the Indenture on the part of the Company and (2) immediately after
giving effect to such transaction, no Event of Default, and no event which,
after notice or lapse of time, or both, would become an Event of Default, shall
have happened and be continuing. Upon any such consolidation, merger or sale,
the successor corporation formed by such consolidation or into which the Company
is merged or to which such sale is made shall succeed to, and be substituted
for, the Company under the Indenture. (Sections 901 and 902)
Event Risk. Except as set forth (x) under "The Company" with respect to
the Support Agreement between IBM and the Company, pursuant to which, subject to
certain exceptions, IBM agrees to maintain ownership of 100% of the voting
capital stock of the Company and to cause the Company to have a tangible net
worth of $1.00 as long as the Securities are outstanding, and (y) above
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<PAGE> 11
under the heading "Covenants", the Indenture and Securities do not contain any
covenants or other provisions designed to afford holders of the Securities
protection in the event of a highly leveraged transaction, reorganization,
restructuring, merger or similar transaction involving the Company.
EVENTS OF DEFAULT, NOTICE AND WAIVER
The Indenture provides that, if an Event of Default specified therein with
respect to any series of Securities shall have happened and be continuing,
either the Trustee or the Holders of 25% in principal amount of the Outstanding
Securities of such series may declare the principal of all the Securities of
such series, together with accrued interest thereon, to be due and payable.
(Section 602)
Events of Default in respect of any series are defined in the Indenture as
being: default for 30 days in payment of any interest installment when due, and
default in payment of principal of, or premium, if any, on, Securities of such
series when due either at their stated maturity, by declaration, when called for
redemption or otherwise; default in the making of any sinking fund payment when
due; default for 90 days after notice to the Company by the Trustee or by
Holders of 25% in principal amount of the Outstanding Securities of such series
in the performance of any covenant in the Indenture with respect to Securities
of such series; and certain events of bankruptcy, insolvency and reorganization.
No Event of Default with respect to a single series of indebtedness issued under
the Indenture (and any supplemental indentures) constitutes an Event of Default
with respect to any other series of indebtedness issued thereunder. (Section
601)
The Indenture provides that the Trustee will, within 90 days after the
occurrence of a default with respect to the Securities of any series, give to
the Holders of the Securities of such series notice of all uncured and unwaived
defaults known to it; provided that, except in the case of default in the
payment of principal of, or premium or interest, if any, on, any of the
Securities of such series, the Trustee will be protected in withholding such
notice if it in good faith determines that the withholding of such notice is in
the interest of the Holders of the Securities of such series. The term "default"
for the purpose of this provision only means the happening of any of the Events
of Default specified above, except that any grace period or notice requirement
is eliminated. (Section 702)
The Indenture contains provisions entitling the Trustee, subject to the
duty of the Trustee during an Event of Default to act with the required standard
of care, to be indemnified by the Holders of the Securities before proceeding to
exercise any right or power under the Indenture at the request of Holders of the
Securities. (Section 703)
The Indenture provides that the Holders of a majority in principal amount
of the Outstanding Securities of any series may direct the time, method and
place of conducting proceedings for remedies available to the Trustee, or
exercising any trust or power conferred on the Trustee in respect of such
series. (Section 612)
The Indenture includes a covenant that the Company will file annually with
the Trustee a certificate of no default, or specifying any default that exists.
(Section 1105)
In certain cases, the Holders of a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all
Securities of such series waive any past default or Event of Default with
respect to the Securities of such series or compliance with certain provisions
of the Indenture, except, among other things, a default not theretofore cured in
payment of the principal of, or premium or interest, if any, on, any of the
Securities of such series. (Section 613)
MODIFICATION OF THE INDENTURE
The Indenture provides that the Company and the Trustee thereunder may,
without the consent of any Holders of Securities, enter into supplemental
indentures for the purposes, among other things, of adding to the Company's
covenants, adding additional Events of Default, establishing the form or terms
of Securities or curing ambiguities or inconsistencies in the Indenture or
making other
10
<PAGE> 12
provisions, provided such action shall not adversely affect the interests of the
Holders of any series of Securities in any material respect. (Section 1001)
The Indenture contains provisions permitting the Company, with the consent
of the Holders of not less than a majority in principal amount of the
Outstanding Securities of all affected series (acting as one class), to execute
supplemental indentures adding any provisions to or changing or eliminating any
of the provisions of the Indenture or modifying the rights of the Holders of the
Securities of such series, except that no such supplemental indenture may,
without the consent of the Holders of all the Outstanding Securities affected
thereby, among other things: (i) change the Stated Maturity of the principal of,
or any installment of principal of or interest on, any Security, (ii) reduce the
principal amount of, the rate of interest on, or any premium payable upon the
redemption of, any Security; (iii) reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon acceleration
of the Maturity thereof; (iv) change any Place of Payment where, or the
currency, currencies or currency unit or units in which, any Security or any
premium or interest thereon is payable; (v) impair the right to institute suit
for the enforcement of any such payment on or after the Stated Maturity thereof
(or, in the case of redemption, on or after the Redemption Date); (vi) affect
adversely the terms, if any, of conversion of any Security into stock or other
securities of the Company or of any other corporation; (vii) reduce the
percentage in principal amount of the Outstanding Securities of any series, the
consent of whose Holders is required for any such supplemental indenture, or the
consent of whose Holders is required for any waiver (of compliance with certain
provisions of the Indenture or certain defaults thereunder and their
consequences) provided for in the Indenture; (viii) change any obligation of the
Company, with respect to Outstanding Securities of a series, to maintain an
office or agency in the places and for the purposes specified in the Indenture
for such series; (ix) modify any of the foregoing provisions or the provisions
for the waiver of certain covenants and defaults, except to increase any
applicable percentage of the aggregate principal amount of Outstanding
Securities the consent of the Holders of which is required or to provide with
respect to any particular series the right to condition the effectiveness of any
supplemental indenture as to that series on the consent of the Holders of a
specified percentage of the aggregate principal amount of Outstanding Securities
of such series or to provide that certain other provisions of the Indenture
cannot be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby. (Section 1002)
WAIVER OF CERTAIN COVENANTS
The Indenture provides that the Company may omit to comply with the
restrictive covenants described above under "Covenants -- Limitations on Liens"
if the Holders of not less than a majority in principal amount of all series of
Outstanding Securities affected thereby (acting as one class) waive compliance
with such restrictive covenants. (Section 1106)
MEETINGS
The Indenture contains provisions for convening meetings of the Holders of
Securities of any series. (Section 1401) A meeting may be called at any time by
the Trustee under the Indenture, and also, upon request, by the Company or the
Holders of at least 10% in principal amount of the Outstanding Securities of
such series, in any such case upon notice given in accordance with "Notices"
below. (Section 1402) Persons entitled to vote a majority in principal amount of
the Outstanding Securities of a series will constitute a quorum at a meeting of
Holders of Securities of such series, except that in the absence of a quorum, if
the meeting was called by the Company or the Trustee, it will be adjourned for a
period of not less than 10 days, and in the absence of a quorum at any such
adjourned meeting, the meeting will be further adjourned for a period of not
less than 10 days. Except for any consent which must be given by the Holder of
each Outstanding Security affected thereby, as described above under
"Modification of the Indenture", and subject to the provisions described in the
last sentence under this subheading, any resolution presented at a meeting or
adjourned meeting duly reconvened at which a quorum is present may be adopted by
the affirmative vote of the Holders of a
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<PAGE> 13
majority in principal amount of the Outstanding Securities of that series;
provided, however, that any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action which may be
made, given or taken by the Holders of a specified percentage, which is equal to
or less than a majority, in principal amount of Outstanding Securities of a
series may be adopted at a meeting or adjourned meeting duly reconvened at which
a quorum is present by the affirmative vote of the Holders of such specified
percentage in principal amount of the Outstanding Securities of that series. Any
resolution passed or decision taken at any meeting of Holders of Securities of
any series duly held in accordance with the Indenture will be binding on all
Holders of Securities of that series and the related coupons. With respect to
any consent, waiver or other action which the Indenture expressly provides may
be given by the Holders of a specified percentage of Outstanding Securities of
all series affected thereby (acting as one class), only the principal amount of
Outstanding Securities of any series represented at a meeting or adjourned
meeting duly reconvened at which a quorum is present as aforesaid and voting in
favor of such action will be counted for purposes of calculating the aggregate
principal amount of Outstanding Securities of all series affected thereby
favoring such action. (Section 1404)
NOTICES
Except as otherwise provided in the Indenture, notices to Holders of Bearer
Securities will be given by publication at least once in a daily newspaper in
New York City and in London and in such other city or cities as may be specified
in such Bearer Securities and will be mailed to such Persons whose names and
addresses were previously filed with the Trustee, within the time prescribed for
the giving of such notice. Notices to Holders of Registered Securities will be
given by mail to the addresses of such Holders as they appear in the Security
Register. (Section 106)
TITLE
Title to any Bearer Securities and any coupons appertaining thereto will
pass by delivery. The Company, the Trustee and any agent of the Company or the
Trustee may treat the bearer of any Bearer Security or related coupon and the
registered owner of any Registered Security (including Registered Securities in
global registered form) as the absolute owner thereof (whether or not such
Security or coupon shall be overdue and notwithstanding any notice to the
contrary) for the purpose of making payment and for all other purposes. (Section
407)
REPLACEMENT OF SECURITIES AND COUPONS
Any mutilated Security and any Security with a mutilated coupon
appertaining thereto will be replaced by the Company at the expense of the
Holder upon surrender of such mutilated Security or Security with a mutilated
coupon to the Trustee. Securities or coupons that become destroyed, stolen or
lost will be replaced by the Company at the expense of the Holder upon delivery
to the Trustee of evidence of the destruction, loss or theft thereof
satisfactory to the Company and the Trustee; in the case of any coupon which
becomes destroyed, stolen or lost, such coupon will be replaced (upon surrender
to the Trustee of the Security with all appurtenant coupons not destroyed,
stolen or lost) by issuance of a new Security in exchange for the Security to
which such coupon appertains. In the case of a destroyed, lost or stolen
Security or coupon an indemnity satisfactory to the Trustee and the Company may
be required at the expense of the Holder of such Security or coupon before a
replacement Security will be issued. (Section 405)
SATISFACTION AND DISCHARGE; DEFEASANCE
At the request of the Company, the Indenture will cease to be in effect as
to the Securities of any series (except for certain obligations of the Company
to register the transfer or exchange of such Securities and related coupons, if
any, and hold moneys for payment of such Securities and coupons in trust) when
either (a) all such Securities and coupons have been delivered to the Trustee
for cancelation, or (b) such Securities and coupons have become due and payable
or will become due and
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<PAGE> 14
payable at their stated maturity within one year, or are to be called for
redemption within one year, and the Company has deposited with the Trustee, in
trust, money, in the currency, currencies or currency unit or units in which
such Securities are payable, in an amount sufficient to pay all the principal
of, and premium and interest, if any, on, such Securities on the dates such
payments are due in accordance with the terms of such Securities. (Section 501)
Unless the applicable Prospectus Supplement provides otherwise, the Company
at its option (a) will be deemed Discharged from any and all obligations in
respect of the Securities of a series (except for certain obligations with
respect to such Securities to register the transfer or exchange of Securities
and related coupons, if any, replace stolen, lost or mutilated Securities and
coupons, maintain paying agencies and hold moneys for payment in trust) or (b)
need not comply with certain restrictive covenants in the Indenture (including
those described above under "Covenants -- Limitations on Liens") with respect to
such Securities, in each case after the Company deposits with the Trustee, in
trust, money, or, in the case of Securities and coupons denominated in U.S.
dollars, U.S. Government Obligations or, in the case of Securities and coupons
denominated in a foreign currency, Foreign Government Securities, which through
the payment of interest thereon and principal thereof in accordance with their
terms will provide money in an amount sufficient to pay in the currency,
currencies or currency unit or units in which such Securities are payable all
the principal of, and premium and interest, if any, on, such Securities on the
dates such payments are due in accordance with the terms of such Securities.
Among the conditions to the Company's exercising any such option, the Company is
required to deliver to the Trustee an opinion of counsel to the effect that the
deposit and related defeasance would not cause the Holders of such Securities to
recognize income, gain or loss for United States Federal income tax purposes and
that the Holders will be subject to United States Federal income tax in the same
amounts, in the same manner and at the same times as would have been the case if
such option had not been exercised. (Section 503)
GOVERNING LAW
The Indenture, the Securities and the coupons will be governed by, and
construed in accordance with, the laws of the State of New York. (Section 112)
CONCERNING THE TRUSTEE
The Company may from time to time maintain lines of credit, and have other
customary banking relationships, with The Chase Manhattan Bank (National
Association), the Trustee under the Indenture.
PLAN OF DISTRIBUTION
The Company may sell the Securities in any of three ways: (i) through
underwriters; (ii) through agents; or (iii) directly to purchasers. The
Prospectus Supplement with respect to each series of Securities will set forth
the terms of the offering of the Securities of such series, including the name
or names of any underwriters, the purchase price and the proceeds to the Company
from such sale, and underwriting discounts and other items constituting
underwriters' compensation, the initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers, and any securities
exchanges on which the Securities of such series may be listed.
If underwriters are used in the sale, the Securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The
Securities may be either offered to the public through underwriting syndicates
represented by managing underwriters or by underwriters without a syndicate.
Unless otherwise set forth in the Prospectus Supplement, the obligations of the
underwriters to purchase Securities will be subject to certain conditions
precedent and the underwriters will be obligated to purchase all the Securities
of a
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<PAGE> 15
series if any are purchased. Any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers may be changed from time
to time.
Securities may be sold directly by the Company or through agents designated
by the Company from time to time. Any agent involved in the offer or sale of the
Securities in respect of which this Prospectus is delivered will be named, 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 obligated to use its reasonable efforts to solicit offers
to purchase Securities for the period of its appointment.
As one of the means of direct issuance of the Securities, the Company may
utilize an electronic auction of Securities to purchasers eligible to
participate in such auctions, as such auctions may be described in the
applicable Prospectus Supplement.
If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers by certain specified
institutions to purchase Securities from the Company at the public offering
price set forth in the Prospectus Supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future.
Such contracts will be subject only to those conditions set forth in the
Prospectus Supplement, and the Prospectus Supplement will set forth the
commissions payable for solicitation of such contracts.
Agents and underwriters may be entitled under agreements entered into with
the Company to indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act of 1933, or to contribution with
respect to payments which the agents or underwriters may be required to make in
respect thereof. Agents and underwriters may be customers of, engage in
transactions with, or perform services for, the Company in the ordinary course
of business.
Securities in bearer form are subject to U.S. tax law requirements and may
not be offered, sold or delivered within the United States or to a U.S. person,
except in certain transactions permitted by U.S. tax regulations. Terms used in
this paragraph have the meanings given to them by the U.S. Internal Revenue Code
and regulations thereunder.
Each underwriter, dealer and agent participating in the distribution of any
Securities that are issuable in bearer form will agree that, except as permitted
by its agreement with the Company (or with another underwriter, pursuant to that
underwriter's agreement with the Company) it will not offer, sell or deliver
such Securities, (i) as part of their distribution at any time or (ii) otherwise
until 40 days after the closing date for such Securities, within the United
States or to, or for the account or benefit of, U.S. persons.
Each series of Securities will be a new issue of securities with no
established trading market. Any underwriters to whom Securities are sold by the
Company for public offering and sale may make a market in such Securities, but
such underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. No assurance can be given as to the liquidity
of the trading market for any Securities.
EXPERTS
The financial statements of the Company incorporated in this Prospectus by
reference to the Annual Report on Form 10-K for the year ended December 31, 1993
have been so incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
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<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following statement sets forth the estimated amounts of expenses, other
than underwriting or agency discounts or commissions, to be borne by the Company
in connection with the distribution of the Debt Securities registered hereby:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee.......... $ 862,069
Trustee's Fees............................................... 50,000
Printing and Engraving Expenses.............................. 250,000
Rating Agency Fees........................................... 125,000
Accounting Fees and Expenses................................. 108,000
Legal Fees and Expenses...................................... 166,500
Blue Sky Fees and Expenses................................... 50,000
Listing Fees................................................. 191,500
Miscellaneous Expenses....................................... 17,500
----------
Total Expenses..................................... $1,820,569
=========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 145 of the General Corporation Law of
Delaware.
ITEM 16. EXHIBITS.
<TABLE>
<S> <C>
(1)(a) -- Form of Underwriting Agreement (incorporated by reference to Exhibit 1(a)
to the Company's Current Report on Form 8-K dated November 9, 1990,
electronically transmitted to the Securities and Exchange Commission on
November 9, 1990).
(b) -- Form of Agency Agreement dated March 13, 1992, as amended August 12, 1992,
April 13, 1993, June 11, 1993, and August 17, 1993 among the Company, CS
First Boston Corporation, Goldman Sachs & Co., Lehman Brothers, Lehman
Special Securities Inc., Lehman Brothers Inc., Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Salomon Brothers Inc, as
Agents (incorporated by reference to Exhibit 1 to the Company's Current
Report on Form 8-K dated March 13, 1992, electronically transmitted to the
Securities and Exchange Commission on March 13, 1992, incorporated by
reference to Exhibit 1 to the Company's Current Report on Form 8-K dated
August 12, 1992, electronically transmitted to the Securities and Exchange
Commission on August 12, 1992, incorporated by reference to Exhibit 1 to
the Company's Current Report on Form 8-K dated April 13, 1993,
electronically transmitted to the Securities and Exchange Commission on
April 13, 1993, incorporated by reference to Exhibit 1 to the Company's
Current Report on Form 8-K dated June 11, 1993, electronically transmitted
to the Securities and Exchange Commission on June 11, 1993, and
incorporated by reference to Exhibit 1 to the Company's Current Report on
Form 8-K dated August 17, 1993, electronically transmitted to the
Securities and Exchange Commission on August 17, 1993), and further amended
November , 1994.*
(4)(a) -- Form of Indenture dated as of January 15, 1989, between the Company and The
Chase Manhattan Bank (National Association), as Trustee (incorporated by
reference to Exhibit 4 to Amendment No. 1 to the Company's Registration
Statement on Form S-3 (Registration No. 33-27339) ("Amendment No. 1"),
electronically transmitted to the Securities and Exchange Commission on
April 3, 1989).
(b) -- Form of Fixed Rate Non-Redeemable Medium-Term Note (incorporated by refer-
ence to Exhibit 4(a) to Amendment No. 1).
(c) -- Form of Fixed Rate Redeemable Medium-Term Note (incorporated by reference
to Exhibit 4(b) to Amendment No. 1).
</TABLE>
II-1
<PAGE> 17
<TABLE>
<C> <S>
(d) -- Form of Floating Rate Non-Redeemable Medium-Term Note (incorporated by
reference to Exhibit 4(c) to Amendment No. 1).
(e) -- Form of Fixed Rate Security with Optional Redemption (incorporated by
reference to Exhibit 4(g) to Amendment No. 1).
(f) -- Form of Fixed Rate Security with Optional Redemption and Sinking Fund
(incorporated by reference to Exhibit 4(h) to Amendment No. 1).
(g) -- Form of Extendible Security with Optional Redemption (incorporated by
reference to Exhibit 4(i) to Amendment No. 1).
(h) -- Form of Zero Coupon Security with Optional Redemption (incorporated by
reference to Exhibit 4(j) to Amendment No. 1).
(i) -- Form of Original Issue Discount Security with Optional Redemption
(incorporated by reference to Exhibit 4(k) to Amendment No. 1).
(5) -- Opinion of Cravath, Swaine & Moore.*
(12) -- Computation of Ratios of Earnings to Fixed Charges.*
(23)(a) -- Consent of Independent Accountants.*
(b) -- Consent of Counsel (included in Exhibit 5).*
(24)(a) -- Power of Attorney of Bob E. Dies (incorporated by reference to Exhibit 25
to the Company's Registration Statement on Form S-3 (Registration No.
33-27339), electronically transmitted to the Securities and Exchange
Commission on March 3, 1989).
(b) -- Power of Attorney of Takeshi Gotoh (incorporated by reference to Exhibit
25(b) to the Company's Registration Statement on Form S-3 (Registration No.
33-36862), electronically transmitted to the Securities and Exchange
Commission on September 17, 1990).
(c) -- Power of Attorney of John J. Higgins (incorporated by reference to Exhibit
25 to the Company's Current Report on Form 8-K dated April 17, 1991,
electronically transmitted to the Securities and Exchange Commission on
April 17, 1991).
(d) -- Power of Attorney of James J. Forese.*
(e) -- Power of Attorney of Bruce L. Claflin.*
(f) -- Power of Attorney of William J. Filip.*
(g) -- Power of Attorney of Kevin M. Moonan.*
(h) -- Power of Attorney of William M. Zeitler.*
(i) -- Power of Attorney of Ed Zschau.*
(25) -- Statement of Eligibility and Qualification on Form T-1 of The Chase
Manhattan Bank (National Association) to act as Trustee under the
Indenture.*
</TABLE>
- ------------------
* Filed electronically herewith.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement (other than
as provided in the proviso and instructions to Item 512(a) of Regulation
S-K) (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; and (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.
(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
II-2
<PAGE> 18
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.
(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 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.
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 described in Item 15 above, 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 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 officer, director 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 of whether or not
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE> 19
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 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF STAMFORD, STATE OF CONNECTICUT, ON THE 27TH DAY OF
OCTOBER, 1994.
IBM CREDIT CORPORATION
By /s/ JANET E. ANDERSEN
------------------------------
(JANET E. ANDERSEN, CONTROLLER)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
<TABLE>
<C> <S> <C>
* President and Chairman
----------------------------- of the Board
(JAMES J. FORESE) (Principal Executive
Officer)
/s/ ALLISON R. SCHLEICHER Vice President, Finance
----------------------------- (Principal Financial
(ALLISON R. SCHLEICHER) Officer)
/s/ JANET E. ANDERSEN Controller (Principal
----------------------------- Accounting Officer)
(JANET E. ANDERSEN)
* Chairman of the Board
-----------------------------
(JAMES J. FORESE)
* Director
-----------------------------
(BRUCE L. CLAFLIN)
* Director
-----------------------------
(BOB E. DIES)
* Director October 27, 1994
-----------------------------
(WILLIAM J. FILIP)
* Director
-----------------------------
(TAKESHI GOTOH)
* Director
-----------------------------
(JOHN J. HIGGINS)
* Director
-----------------------------
(KEVIN M. MOONAN)
* Director
-----------------------------
(ED ZSCHAU)
* Director
-----------------------------
(WILLIAM M. ZEITLER)
*By /s/ JOHN J. SHAY, JR.
-------------------------
(JOHN J. SHAY, JR.,
ATTORNEY-IN-FACT)
</TABLE>
II-4
<PAGE> 20
DESCRIPTION OF EXHIBITS
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ---------
<C> <S>
(1)(a) -- Form of Underwriting Agreement (incorporated by reference to Exhibit 1(a) to the
Company's Current Report on Form 8-K dated November 9, 1990, electronically
transmitted to the Securities and Exchange Commission on November 9, 1990).
(b) -- Form of Agency Agreement dated March 13, 1992, as amended August 12, 1992, April
13, 1993, June 11, 1993, and August 17, 1993 among the Company, CS First Boston
Corporation, Goldman Sachs & Co., Lehman Brothers, Lehman Special Securities
Inc., Lehman Brothers Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Salomon Brothers Inc, as Agents (incorporated by reference
to Exhibit 1 to the Company's Current Report on Form 8-K dated March 13, 1992,
electronically transmitted to the Securities and Exchange Commission on March 13,
1992, incorporated by reference to Exhibit 1 to the Company's Current Report on
Form 8-K dated August 12, 1992, electronically transmitted to the Securities and
Exchange Commission on August 12, 1992, incorporated by reference to Exhibit 1 to
the Company's Current Report on Form 8-K dated April 13, 1993, electronically
transmitted to the Securities and Exchange Commission on April 13, 1993,
incorporated by reference to Exhibit 1 to the Company's Current Report on Form 8-
K dated June 11, 1993, electronically transmitted to the Securities and Exchange
Commission on June 11, 1993, and incorporated by reference to Exhibit 1 to the
Company's Current Report on Form 8-K dated August 17, 1993, electronically
transmitted to the Securities and Exchange Commission on August 17, 1993), and
further amended November , 1994.*
(4)(a) -- Form of Indenture dated as of January 15, 1989, between the Company and The Chase
Manhattan Bank (National Association), as Trustee (incorporated by reference to
Exhibit 4 to Amendment No. 1 to the Company's Registration Statement on Form S-3
(Registration No. 33-27339) ("Amendment No. 1"), electronically transmitted to
the Securities and Exchange Commission on April 3, 1989).
(b) -- Form of Fixed Rate Non-Redeemable Medium-Term Note (incorporated by reference to
Exhibit 4(a) to Amendment No. 1).
(c) -- Form of Fixed Rate Redeemable Medium-Term Note (incorporated by reference to
Exhibit 4(b) to Amendment No. 1).
(d) -- Form of Floating Rate Non-Redeemable Medium-Term Note (incorporated by reference
to Exhibit 4(c) to Amendment No. 1).
(e) -- Form of Fixed Rate Security with Optional Redemption (incorporated by reference
to Exhibit 4(g) to Amendment No. 1).
(f) -- Form of Fixed Rate Security with Optional Redemption and Sinking Fund
(incorporated by reference to Exhibit 4(h) to Amendment No. 1).
(g) -- Form of Extendible Security with Optional Redemption (incorporated by reference
to Exhibit 4(i) to Amendment No. 1).
(h) -- Form of Zero Coupon Security with Optional Redemption (incorporated by reference
to Exhibit 4(j) to Amendment No. 1).
(i) -- Form of Original Issue Discount Security with Optional Redemption (incorporated
by reference to Exhibit 4(k) to Amendment No. 1).
(5) -- Opinion of Cravath, Swaine & Moore.*
(12) -- Computation of Ratios of Earnings to Fixed Charges.*
(23)(a) -- Consent of Independent Accountants.*
(b) -- Consent of Counsel (included in Exhibit 5).*
</TABLE>
<PAGE> 21
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ---------
<C> <S>
(24)(a) -- Power of Attorney of Bob E. Dies (incorporated by reference to Exhibit 25 to the
Company's Registration Statement on Form S-3 (Registration No. 33-27339),
electronically transmitted to the Securities and Exchange Commission on March 3,
1989).
(b) -- Power of Attorney of Takeshi Gotoh (incorporated by reference to Exhibit 25(b) to
the Company's Registration Statement on Form S-3 (Registration No. 33-36862),
electronically transmitted to the Securities and Exchange Commission on September
17, 1990).
(c) -- Power of Attorney of John J. Higgins (incorporated by reference to Exhibit 25 to
the Company's Current Report on Form 8-K dated April 17, 1991, electronically
transmitted to the Securities and Exchange Commission on April 17, 1991).
(d) -- Power of Attorney of James J. Forese.*
(e) -- Power of Attorney of Bruce L. Claflin.*
(f) -- Power of Attorney of William J. Filip.*
(g) -- Power of Attorney of Kevin M. Moonan.*
(h) -- Power of Attorney of William M. Zeitler.*
(i) -- Power of Attorney of Ed Zschau.*
(25) -- Statement of Eligibility and Qualification on Form T-1 of The Chase Manhattan
Bank (National Association) to act as Trustee under the Indenture.*
</TABLE>
- ---------------
* Filed electronically herewith.
<PAGE> 1
EXHIBIT 1(B)
<PAGE> 2
EXHIBIT 1(B)
IBM CREDIT CORPORATION
290 HARBOR DRIVE
P.O. BOX 10399
STAMFORD, CONNECTICUT 06904-2399
IBM CREDIT CORPORATION
MEDIUM-TERM NOTES
AMENDMENT TO AGENCY AGREEMENT
November , 1994
CS First Boston Corporation
Park Avenue Plaza
New York, New York 10055
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Lehman Brothers
Lehman Special Securities Inc.
Lehman Brothers Inc.
American Express Tower
World Financial Center
New York, New York 10285
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
North Tower
World Financial Center
New York, New York 10281
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Dear Sirs:
The Agency Agreement dated March 13, 1992, as amended August 12, 1992,
April 13, 1993, June 11, 1993, and August 17, 1993 (the "Agency Agreement"),
contemplates the issuance from time to time by IBM Credit Corporation (the
"Company") of up to $5,400,000,000 aggregate principal amount of the Company's
Medium-Term Notes, of which the Company has issued and sold $[ ] aggregate
principal amount of Medium-Term Notes. The Agency Agreement is hereby amended to
increase the aggregate principal amount of the Company's Medium-Term Notes which
may be issued and sold from time to time by the Company thereunder to
$[ ] and the aggregate principal amount of Medium-Term Notes which may
be issued and sold from time to time thereunder on or after the date hereof to
$[ ]. In addition, Section 2(a) of the Agency Agreement is amended to
include in the definition of Registration Statement, Registration Statement No.
33-[ ].
The aggregate principal amount of Medium-Term Notes which may be issued and
sold by the Company under the Agency Agreement and the aggregate principal
amount which may be issued and sold from time to time thereunder on or after the
date hereof shall be reduced by the aggregate principal amount of Registered
Securities other than Medium-Term Notes issued and sold by the Company under the
Registration Statement.
In all other respects the Agency Agreement shall remain in full force and
effect.
<PAGE> 3
This Amendment to the Agency Agreement may be executed in counterparts, and
the executed counterparts shall together constitute a single instrument.
Very truly yours,
IBM CREDIT CORPORATION
By
Treasurer
AGREED TO:
CS FIRST BOSTON CORPORATION
By
(Goldman, Sachs & Co.)
LEHMAN BROTHERS
LEHMAN SPECIAL SECURITIES INC.
LEHMAN BROTHERS INC.
By
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By
SALOMON BROTHERS INC
By
<PAGE> 1
EXHIBIT 5
<PAGE> 2
EXHIBIT 5
CRAVATH, SWAINE & MOORE
Worldwide Plaza
825 Eighth Avenue
New York, N.Y. 10019
October 27, 1994
IBM CREDIT CORPORATION
Dear Sirs:
We have acted as counsel for IBM Credit Corporation, a Delaware corporation
(hereinafter called the "Company"), in connection with the proposed issuance of
$2,500,000,000 principal amount of debt securities (the "Debt Securities") of
the Company to be issued under an Indenture dated as of January 15, 1989 (the
"Indenture"), between the Company and The Chase Manhattan Bank (National
Association), as Trustee (the "Trustee").
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion, including: (a) the Certificate of Incorporation of the Company; (b) the
By-laws of the Company; and (c) the Indenture.
Based upon the foregoing, we are of opinion as follows:
1. The Company has been duly incorporated and is a validly existing
corporation under the laws of the State of Delaware.
2. Assuming that the Indenture has been duly executed and delivered by the
Company and the Trustee and that the Debt Securities have been duly authorized,
executed and delivered on behalf of the Company in accordance with the
Indenture, authenticated by the Trustee and sold by the Company, the Debt
Securities will constitute valid and binding obligations of the Company and will
be entitled to the benefits of the Indenture (subject to applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or other laws
affecting creditors' rights generally from time to time in effect).
We know that we may be referred to, as counsel who has passed upon the
validity of the Debt Securities on behalf of the Company, in a supplement to the
Prospectus forming a part of the Registration Statement on Form S-3 relating to
the Debt Securities filed with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, and we hereby consent to such use of our name in
said Registration Statement and to the use of this opinion for filing with said
Registration Statement as Exhibit 5 thereto.
Very truly yours,
CRAVATH, SWAINE & MOORE
IBM Credit Corporation,
290 Harbor Drive,
P.O. Box 10399,
Stamford, Connecticut 06904-2399.
<PAGE> 1
EXHIBIT 12
<PAGE> 2
EXHIBIT 12
IBM CREDIT CORPORATION
STATEMENT RE COMPUTATION OF RATIOS
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
---------- --------------------------------------------------------
1994 1993 1992 1991 1990 1989
---------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Fixed Charges:
Interest expense................. $151,867 $365,675 $445,816 $562,531 $606,750 $497,811
Approximate portion of rental ex-
pense representative of the
interest factor................ 1,375 3,290 3,078 1,446 2,316 900
---------- -------- -------- -------- -------- --------
Total fixed charges.............. 153,242 368,965 448,894 563,977 609,066 498,711
Net earnings..................... 125,431 220,220 219,270 200,221 165,510 137,011
Provision for income taxes....... 81,418 173,172 131,562 124,858 102,539 81,696
========= ======== ======== ======== ======== ========
Earnings before income taxes and
fixed charges.................. $360,091 $762,357 $799,726 $889,056 $877,115 $717,418
========= ======== ======== ======== ======== ========
Ratio of earnings to fixed
charges........................ 2.35 2.07 1.78 1.58 1.44 1.44
========= ======== ======== ======== ======== ========
</TABLE>
<PAGE> 1
EXHIBIT 23(A)
<PAGE> 2
EXHIBIT 23(A)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
February 16, 1994 appearing on Page 12 of IBM Credit Corporation's Annual Report
on Form 10-K for the year ended December 31, 1993. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
Price Waterhouse LLP
Stamford, CT
October 26, 1994
<PAGE> 1
Exhibit 24(d)
-----------------
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned president and chairman
of the board of directors of IBM Credit Corporation, a Delaware corporation,
which expects to file with the Securities and Exchange Commission, Washington,
D.C., under provisions of the Securities Laws, an Annual Report on Form 10-K,
and Registration Statements for amounts of debentures and notes to be
determined by the Board of Directors, hereby appoints the Vice-President,
Finance; Secretary; and any Assistant Secretary of said corporation; and each
of such officers individually, his attorney-in-fact and agent, for him and in
his name, to sign, or cause to be signed electronically, said 10-K and
Registration Statements and amendments thereto, and to file them with the
Securities and Exchange Commission, hereby granting unto said attorneys-in-fact
and agents, and each of them, full power to do any and all acts and things as
fully as he might or could do in person. This authorization shall remain in
force throughout the period that the undersigned is the president and chairman
of the board of directors of IBM Credit Corporation.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 27th day of October, 1994.
/s/ James J. Forese
------------------------------
Name: James J. Forese
Title: President and Chairman
of the Board of Directors
<PAGE> 1
Exhibit 24(e)
-----------------
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of IBM Credit
Corporation, a Delaware corporation, which expects to file with the Securities
and Exchange Commission, Washington, D.C., under provisions of the Securities
Laws, an Annual Report on Form 10-K, and Registration Statements for amounts of
debentures and notes to be determined by the Board of Directors, hereby
appoints the President; Vice-President, Finance; Secretary; and any Assistant
Secretary of said corporation; and each of such officers individually, his
attorney-in-fact and agent, for him and in his name, to sign, or cause to be
signed electronically, said 10-K and Registration Statements and amendments
thereto, and to file them with the Securities and Exchange Commission, hereby
granting unto said attorneys-in-fact and agents, and each of them, full power
to do any and all acts and things as fully as he might or could do in person.
This authorization shall remain in force throughout the period that the
undersigned is a director of IBM Credit Corporation.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 20th day of October, 1994.
/s/ Bruce L. Claflin
------------------------------
Name: Bruce L. Claflin
Title: Director
<PAGE> 1
Exhibit 24(f)
-----------------
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of IBM Credit
Corporation, a Delaware corporation, which expects to file with the Securities
and Exchange Commission, Washington, D.C., under provisions of the Securities
Laws, an Annual Report on Form 10-K, and Registration Statements for amounts of
debentures and notes to be determined by the Board of Directors, hereby
appoints the President; Vice-President, Finance; Secretary; and any Assistant
Secretary of said corporation; and each of such officers individually, his
attorney-in-fact and agent, for him and in his name, to sign, or cause to be
signed electronically, said 10-K and Registration Statements and amendments
thereto, and to file them with the Securities and Exchange Commission, hereby
granting unto said attorneys-in-fact and agents, and each of them, full power
to do any and all acts and things as fully as he might or could do in person.
This authorization shall remain in force throughout the period that the
undersigned is a director of IBM Credit Corporation.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 21st day of October, 1994.
/s/ William J. Filip
------------------------------
Name: William J. Filip
Title: Director
<PAGE> 1
Exhibit 24(g)
-----------------
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of IBM Credit
Corporation, a Delaware corporation, which expects to file with the Securities
and Exchange Commission, Washington, D.C., under provisions of the Securities
Laws, an Annual Report on Form 10-K, and Registration Statements for amounts of
debentures and notes to be determined by the Board of Directors, hereby
appoints the President; Vice-President, Finance; Secretary; and any Assistant
Secretary of said corporation; and each of such officers individually, his
attorney-in-fact and agent, for him and in his name, to sign, or cause to be
signed electronically, said 10-K and Registration Statements and amendments
thereto, and to file them with the Securities and Exchange Commission, hereby
granting unto said attorneys-in-fact and agents, and each of them, full power
to do any and all acts and things as fully as he might or could do in person.
This authorization shall remain in force throughout the period that the
undersigned is a director of IBM Credit Corporation.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 18th day of October, 1994.
/s/ Kevin M. Moonan
------------------------------
Name: Kevin M. Moonan
Title: Director
<PAGE> 1
Exhibit 24(h)
-----------------
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of IBM Credit
Corporation, a Delaware corporation, which expects to file with the Securities
and Exchange Commission, Washington, D.C., under provisions of the Securities
Laws, an Annual Report on Form 10-K, and Registration Statements for amounts of
debentures and notes to be determined by the Board of Directors, hereby
appoints the President; Vice-President, Finance; Secretary; and any Assistant
Secretary of said corporation; and each of such officers individually, his
attorney-in-fact and agent, for him and in his name, to sign, or cause to be
signed electronically, said 10-K and Registration Statements and amendments
thereto, and to file them with the Securities and Exchange Commission, hereby
granting unto said attorneys-in-fact and agents, and each of them, full power
to do any and all acts and things as fully as he might or could do in person.
This authorization shall remain in force throughout the period that the
undersigned is a director of IBM Credit Corporation.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 19th day of October, 1994.
/s/ William M. Zeitler
------------------------------
Name: William M. Zeitler
Title: Director
<PAGE> 1
Exhibit 24(i)
-----------------
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of IBM Credit
Corporation, a Delaware corporation, which expects to file with the Securities
and Exchange Commission, Washington, D.C., under provisions of the Securities
Laws, an Annual Report on Form 10-K, and Registration Statements for amounts of
debentures and notes to be determined by the Board of Directors, hereby
appoints the President; Vice-President, Finance; Secretary; and any Assistant
Secretary of said corporation; and each of such officers individually, his
attorney-in-fact and agent, for him and in his name, to sign, or cause to be
signed electronically, said 10-K and Registration Statements and amendments
thereto, and to file them with the Securities and Exchange Commission, hereby
granting unto said attorneys-in-fact and agents, and each of them, full power
to do any and all acts and things as fully as he might or could do in person.
This authorization shall remain in force throughout the period that the
undersigned is a director of IBM Credit Corporation.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 25th day of October, 1994.
/s/ Ed Zschau
------------------------------
Name: Ed Zschau
Title: Director
<PAGE> 1
Securities Act of 1933 File No. _________
(If application to determine eligibility of trustee
for delayed offering pursuant to Section 305 (b) )
2)
================================================================================
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 CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
(Exact name of trustee as specified in its charter)
13-2633612
(I.R.S. Employer Identification Number)
1 CHASE MANHATTAN PLAZA, NEW YORK, NEW YORK
(Address of principal executive offices)
10081
(Zip Code)
__________________________
IBM CREDIT CORPORATION
(Exact name of obligor as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
22-2351962
(I.R.S. Employer Identification No.)
290 HARBOR DRIVE
STAMFORD, CONNECTICUT
(Address principal executive offices)
06904
(Zip Code)
__________________________
DEBT SECURITIES
(Title of the indenture securities)
================================================================================
<PAGE> 2
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. 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 Trustee is not the obligor, nor is the Trustee directly or
indirectly controlling, controlled by, or under common control with
the obligor.
(See Note on Page 2.)
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 as now in
effect. (See Exhibit T-1 (Item 12), Registration No. 33-55626.)
*2. -- Copies of the respective authorizations of The Chase Manhattan Bank
(National Association) and The Chase Bank of New York (National
Association) to commence business and a copy of approval of merger of
said corporations, all of which documents are still in effect.
(See Exhibit T-1 (Item 12), Registration No. 2-67437.)
*3. -- Copies of authorizations of The Chase Manhattan Bank (National
Association) to exercise corporate trust powers, both of which
documents are still in effect. (See Exhibit T-1 (Item 12),
Registration No. 2-67437.)
4. -- A copy of the existing by-laws of the trustee.
*5. -- A copy of each indenture referred to in Item 4, if the obligor is in
default. (Not applicable.)
*6. -- The consents of United States institutional trustees required by
Section 321(b) of the Act. (See Exhibit T-1, (Item 12), Registration
No. 22-19019.)
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.
*The Exhibits thus designated are incorporated herein by reference.
Following the description of such Exhibits is a reference to the copy of the
Exhibit heretofore filed with the Securities and Exchange Commission, to which
there have been no amendments or changes.
__________________________
1.
<PAGE> 3
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base a responsive answer to Item 2 the answer
to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by anamendment to
this Form T-1.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, The Chase Manhattan Bank (National Association), a corporation
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 New York, and the
State of New York, on the 26th day of October, 1994.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
James D. Heaney
______________________________
By: James D. Heaney, Vice President
2.
<PAGE> 4
EXHIBIT 4
BY-LAWS
OF
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
------------------
AS AMENDED 4/19/94
------------------
<PAGE> 5
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
BY-LAWS
ARTICLE I
SHAREHOLDERS
SECTION 1.1. ANNUAL MEETING. The annual meeting of the shareholders of the
Bank for the election of Directors and the transaction of such other business
as may be brought before said meeting shall be held at the main office of the
Bank or such other places as the Board may designate, on the third Tuesday in
April in each year, at 2 P.M. If the third Tuesday in April falls on a legal
holiday in the State of New York such meeting shall be held, and the Directors
elected, on the next following banking day. If, from any cause, an election of
Directors is not made on the day fixed for the annual meeting of shareholders,
or in the event of a legal holiday, on the next following banking day, an
election may be held at any adjournment of the annual meeting of shareholders
or at any special meeting of the shareholders or adjournment thereof, as
designated by the Board, but within 60 days of the day fixed for the annual
meeting of shareholders. Notice of such adjournment or special meeting shall
be given in the manner provided in Section 1.3.
SECTION 1.2. SPECIAL MEETINGS. Special meetings of the shareholders shall be
held whenever called by the chairman of the Board, the President, the Board or
any one or more shareholders holding in the aggregate not less than 25% of the
of the outstanding shares of capital stock of the Bank.
SECTION 1.3. NOTICE OF MEETINGS AND WAIVERS. Unless otherwise provided by the
laws of the United States, a notice of the time, place and purpose of every
annual and every special meeting of the shareholders shall be given by
first-class mail, postage prepaid, mailed at least 10 days prior to the date of
such meeting to each shareholder of record at his address as shown upon the
books of the Bank. Except as to any notice expressly required by the laws of
the United States, waiver of notice in writing by any shareholder of any
meeting of shareholders, whether prior or subsequent to such meeting, or
attendance at such meeting by any shareholder, shall be equivalent to notice to
such shareholder of such meeting.
SECTION 1.4. QUORUM. Except as otherwise provided by the laws of the United
States, the presence in person or by proxy of the holders of one-third of the
outstanding shares of capital stock of the Bank entitled to vote shall be
necessary to constitute a quorum for the transaction of any business at any
meeting of shareholders. In the absence of a quorum the holders of a majority
of the shares of capital stock present in person or by proxy may adjourn any
meeting from time to time until a quorum is present and , except as may be
required by Section 1.1, no notice of any adjourned meeting need be given. At
any such adjourned meeting at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as originally
called.
<PAGE> 6
SECTION 1.5 ORGANIZATION. At every meeting of shareholders the Chairman of
the Board, or in his absence the President, shall preside. In their absence a
Vice Chairman of the Board shall preside. In the absence of all said officers,
any other officer the Bank present shall call such meeting to order and
preside. In the absence of the Secretary, the presiding officer may appoint a
secretary of the meeting.
SECTION 1.6. VOTING. In deciding all matters at meetings of shareholders,
except in the election of Directors, each shareholder of record shall be
entitled to one vote on each share of capital stock of the bank held by him;
and, except as otherwise provided by the laws of the United States, the
Articles of Association or these By-Laws, all such matters shall be decided by
a majority of the votes cast at a meeting at which q quorum is present. In all
elections of Directors, each shareholder shall have the right to vote the
number of shares of capital stock held by him for as many persons as there are
Directors to be elected, or to cumulate such shares and give one candidate as
many votes as the number of Directors multiplied by the number of his shares
shall equal, or to distribute them on the same principle among as many
candidates as he shall think fit. Any shareholder may vote in person same
principle among as many candidates as he shall think fit. Any shareholder may
vote in person or by proxy duly authorized in writing and delivered to the
Secretary of the meeting. No officer or employee of the Bank shall act as
proxy. Voting for the election of Directors shall be by ballot and all other
voting shall be by ballot or via voce as may be determined by the presiding
officer.
ARTICLE II
BOARD OF DIRECTORS
SECTION 2.1. NUMBER. The affairs of the Bank shall be managed by the Board of
Directors (herein referred to as the "Board), which shall consist of not less
than five nor more than 25 shareholders, the exact number of Directors within
such minimum and maximum limits to be fixed and determined from time to time by
resolution of a majority of the full Board or by resolution of the shareholders
at any annual or special meeting thereof; provided, however, that a majority of
the full Board may not increase the number of Directors to a number which
exceeds the number of Directors last elected by shareholders by more than (a)
four, if the number of Directors so elected was 15 or less. To qualify as a
shareholder, a Director shall own stock of this Bank or of the bank or of the
bank holding company controlling this Bank meeting the requirements of the
Articles of Association of this Bank.
SECTION 2.2. ANNUAL ORGANIZATION MEETING. An annual organization meeting of
the Board shall be held at the main office of the Bank immediately following
the annual meeting of shareholders, unless another place or time be fixed by
resolution of the Board. Notice of such meeting need not be given. Any
business may be transacted at such meeting.
SECTION 2.3. REGULAR MEETINGS. Regular meetings of the Board shall be held at
the main office of the Bank at 2 P.M. monthly on the third Wednesday of each
month (or if a legal holiday in the State of New York, on the next following
banking day) except in April when the regular meeting shall be held as part of
the annual organization meeting, unless another place or time be fixed by
resolution of the Board. Notice of such regular meetings need not be given.
Any business may be transacted at any regular meeting.
<PAGE> 7
SECTION 2.4. SPECIAL MEETINGS. Special meetings of the Board shall be held
whenever called by the Chairman of the Board or the President or a Vice
Chairman of the Board or a Vice Chairman or any three Directors, provided,
however, that a Vice Chairman shall not call a special meeting unless one of
the purposes of the meeting is to appoint one or more officers or Directors to
fill vacancies resulting from disability, death or other cause. Notice of each
such special meeting shall be mailed postage prepaid to each Director,
addressed to him at this residence or usual place of business or other address
filed by him with the Secretary for such purpose, or shall be sent to him by
telegraph, cable or wireless, or shall be delivered or given to him personally
or by telephone, not later than the second day preceding the day on which the
meeting is to be held. Every such notice shall state the time and place but
need not state the purposes of the meeting. Any business may be transacted at
any special meeting. Members of the Board of Directors may participate in such
special meetings through use of conference telephone or similar communications
equipment, so long as all members participate in such special meetings through
use of conference telephone or similar communications equipment, so long as all
members participating in such meetings can hear one another.
SECTION 2.5. WAIVER OF NOTICE OF SPECIAL MEETINGS. Waiver of notice in
writing by any Director of any special meeting of the Board, whether prior or
subsequent to such meeting, or attendance at such meeting by any Director,
shall be equivalent to notice to such Director of such meeting.
SECTION 2.6. QUORUM AND MANNER OF ACTING. Except as otherwise required by the
laws of the United States, the Articles of Association or these By-Laws,
one-third of the Directors then in office shall be necessary to constitute a
quorum for the transaction of any business at any meeting of the Board and the
act of a majority of the Directors present and voting at a meeting at which a
quorum is present shall be the act of the Board. In the absence of a quorum a
majority of the Directors present may adjourn any meeting from time to time
until a quorum is present and no notice of any present may adjourn any meeting
from time to time until a quorum is present and no notice of any adjourned
meeting need be given. At any such adjourned meeting at which a quorum is
present, any business may be transacted which might have been transacted at the
meeting as originally called.
SECTION 2.7. COMPENSATION OF DIRECTORS. Directors who are not officers of the
Bank shall receive such compensation as may be fixed by the Board for service
on the Board or any committee of the Board.
SECTION 2.8. VACANCIES. In the event a majority of the full Board increases
the number of Directors to a number which exceeds the number of Directors last
elected by shareholders, as permitted by Section 2.1, Directors may be
appointed to fill the resulting vacancies by vote of such majority of the full
Board. In the event of a vacancy in the Board for any other cause a Director
may be appointed to fill such vacancy by vote of a majority of the remaining
Directors then in office.
<PAGE> 8
ARTICLE III
COMMITTEES
SECTION 3.1. EXECUTIVE COMMITTEE. There shall be an Executive Committee,
consisting of the Chairman of the Board, the President and each Vice Chairman
of the Board, who shall be ex-officio members, and such number of additional
Directors as may from time to time be appointed by the Board. The Chairman of
the Board shall preside at the meetings of the Executive Committee. The
Chairman of the Board shall have the power to make temporary appointments to
the Executive Committee of members of the Board to act in place of members of
the Executive Committee who temporarily cannot attend a meeting or meetings.
The Board may designate one or more other Directors as alternate members of the
executive Committee, who may replace any absent or disqualified member, other
than an ex-officio member, at any meeting of the Executive Committee.
The Executive Committee shall exercise such powers as may be assigned to it by
the Board and may consider and make recommendations to the Board in respect of
any matters relating to the affairs of the Bank.
Meetings of the Executive Committee shall be held at such times and places as
the Executive Committee shall determine or upon call of the Chairman of the
Board or the President. One-third of the members of the Executive Committee,
including at least one ex-officio member and three members who are not
officers of the Bank, shall constitute a quorum.
SECTION 3.2. TRUST COMMITTEE. There shall be a Trust Committee consisting of
such Directors as shall be appointed from time to time by the Board who shall
serve at the pleasure of the Board. The Board may designate one or more other
Directors as alternate members of the Trust Committee, who may replace any
absent or disqualified member at any meeting of the Trust Committee.
The Trust Committee shall have power to review the general conduct of the
trust, other fiduciary and investment advisory activities of the Bank and its
subsidiaries and to pass upon all such matters relating to the conduct of those
activities as may be submitted to the Trust Committee by the chief executive
officer of the Bank and shall from time to time exercise such other powers as
may be assigned to it by the Board.
Meetings of the Trust Committee shall be held at such times and places as the
Committee shall determine or upon call of any member authorized by the
Committee to call such meetings. A majority of the members of the Committee
shall constitute a quorum.
SECTION 3.3. OTHER COMMITTEES. The Board may also appoint or provide for the
appointment of other Committees from its members and, to the extent permitted
by law, may assign to any such Committee the exercise of such powers as the
board may see fit. The Board may designate one or more Directors as alternate
members of any such Committee, who may replace any absent or disqualified
member at any meeting of such Committee.
<PAGE> 9
SECTION 3.4. COMMITTEE RULES; QUORUM; MANNER OF ACTING. Each Committee may
adopt rules consistent with these By-Laws governing the method of calling and
time and place of holding its meetings. One-half of any Committee for which a
quorum not otherwise set forth in these By-Laws shall constitute a quorum for
the transaction of business, unless the Board shall otherwise provide, and the
act of a majority of members of such Committee present at a meeting at which a
quorum is present shall be the act of such Committee. Members of all
Committees of this Board, other than the Examine Committee, may participate in
meetings of such Committees through use of conference telephone or similar
communications equipment so long as all members participating in such meetings
can hear one another.
ARTICLE IV
OFFICERS
SECTION 4.1. TITLES. The officers of the Bank shall be a Chairman of the
Board, a President, one or more Vice Chairman of the Board, one or more Vice
Chairman, one or more Vice Presidents, a Secretary and such other officers as
may be appointed at any time or from time to time by the Board. The Board may
be resolution delegate to the Executive Committee of the Board and to such
officers as the Board may designate authority to appoint officers below the
Senior Vice President, or equivalent, level, assign powers and duties to any
officer below the Executive Vice President, or equivalent, level, rescind or
terminate the appointment of any officer below the Executive Vice President, or
equivalent, level, and accept the resignation of any officer. Any one or more
Vice Presidents may be designated Senior Executive Vice President, Executive
Vice President or Senior Vice President. One person may hold any two or more
offices, and perform the duties thereof, except that no person shall hold the
offices of both Chairman of the Board and Vice Chairman of the Board, both
Chairman of the Board and President or both President and Vice President.
SECTION 4.2. QUALIFICATION, ELECTION AND TERM OF OFFICE OF OFFICERS. The
Chairman of the Board, the President and each Vice Chairman of the Board shall
be Directors of the Bank. The other officers need not be Directors. The
Chairman of the Board, the President, each Vice Chairman of the Board, and each
Vice Chairman shall be appointed by the Board to hold office until the next
annual organization meeting of the Board and until their successors are
appointed and qualified. The term of office of all other officers shall be at
the pleasure of the Board. The compensation of all officers of the Bank shall
be fixed by resolution of the Board, except that the Board may authorize the
Chairman of the Board, the President and each Vice Chairman of the Board each
to fix and to delegate to such other officers as the Board may designate
authority to fix any compensation of any person in any official position level
not above a level specified by the Board. Any officer of the Bank may be
dismissed at the pleasure of the Board.
<PAGE> 10
SECTION 4.3. CHAIRMAN OF THE BOARD AND PRESIDENT. The Chairman of the
Board shall be the chief executive officer of the Bank and shall have the
responsibility for carrying out the policies of the Board and, subject to the
direction of the Board, shall have general supervision over the business and
affairs of the Bank. The President shall be the chief operating officer of the
Bank and shall perform all duties incident to the office of President. The
President shall have general supervision over the operations of the Bank,
subject to the direction of the Board and of the Chairman of the Board. The
Chairman of the Board shall preside at all meetings of the Board and of the
shareholders. In the absence of the Chairman of the Board, the President shall
preside at meetings of the Board and of the Executive Committee and of the
shareholders. The Chairman of the Board and the President shall have such
other powers and perform such other duties as are prescribed by these By-Laws
and as usually pertain to their respective offices and as may be assigned to
them at any time or from time to time by the Board.
SECTION 4.4. VICE CHAIRMAN OF THE BOARD AND VICE CHAIRMAN. Each Vice
Chairman of the Board and each Vice Chairman shall have such powers and perform
such duties as are prescribed by these By-Laws and as usually pertain to his
office and as may be assigned to him at any time or from time to time by the
Board. In the event of the absence or disability of the Chairman of the Board
and the President, the Vice Chairman of the Board designated by the Chairman of
the board or the President shall act in their place and assume their duties,
including duties assigned to them in these By-Laws.
SECTION 4.5. SENIOR EXECUTIVE VICE PRESIDENTS AND EXECUTIVE VICE
PRESIDENTS. Each Senior Executive Vice President and each Executive Vie
President shall, upon request, advise and assist the Chairman of the Board and
the President in managing the Bank and shall have such other powers and perform
such other duties as usually pertain to his office and as may be assigned to
him at any time or from time to time by the Board or the Chairman of the Board
or the President.
SECTION 4.6. SECRETARY. The Secretary shall act as Secretary of the Board
and as Secretary at meetings of the shareholders and, in general, shall have
charge of all records of the Bank relating to its organization and corporate
action and shall have power to certify the contents thereof, and shall have
such other powers and perform such duties as usually pertain to his office and
as may be assigned to him at any time or from time to time by the Board or the
Chairman of the Board or the President.
SECTION 4.7. OTHER OFFICERS. Other officers appointed by the Board shall
have such powers and perform such duties as usually pertain to their respective
offices and as may be assigned to them at any time or from time to time by the
Board or the Chairman of the Board or the President.
<PAGE> 11
ARTICLE V
SHARES OF CAPITAL STOCK
SECTION 5.1. CERTIFICATES FOR SHARES OF CAPITAL STOCK. Certificates for
shares of capital stock of the Bank shall be in such form permitted by the laws
of the United States as shall be approved by the Board. Said certificates
shall be signed by the Chairman of the Board, the President and the Secretary,
and sealed with the corporate seal of the Bank. The signatures of the chairman
of the Board, the President and the Secretary thereon may be facsimiles,
engraved or printed. In case any such officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such before such certificate is issued, it may be issued, it may be issued
by the Bank with the same effect as if such officer had not ceased to be such
at the time of its issue. The corporate seal may be a facsimile, engraved or
printed.
SECTION 5.2 TRANSFERS OF SHARES OF CAPITAL STOCK. Transfers of shares of
capital stock of the Bank shall be made only on the books of the Bank by the
registered holder thereof or by his attorney thereunto authorized by power of
attorney duly executed, and on surrender of the certificate or certificates for
such shares properly endorsed or accompanied by a proper instrument of
transfer. The Board may make such additional rules and regulations as it may
deem expedient concerning the issue, registration and transfer of certificates
for shares of capital stock of the Bank and may appoint one or more transfer
agents, transfer clerks and/or registrars and require all certificates to bear
the signatures thereof. The Bank shall be entitled to treat the holder of
record of any share or shares of capital stock as the owner thereof in fact.
SECTION 5.3. CLOSING OF TRANSFER BOOKS. The transfer books may be closed
for the purposes of any meeting of shareholders or the payment of dividends or
for any other purpose, at such time and for such period not exceeding 50 days
as the Board may direct. In lieu of closing the transfer books, the Board may,
in its discretion, fix a day and hour not more than 50 days prior to the day
designated for the holding of any meeting of the shareholders or the day
appointed for the payment of any dividend or for any other purpose as the time
as of which shareholders entitled to notice of and to vote at such meeting or
to receive such dividend or to be treated as shareholders for such other
purpose shall be determined, and only shareholders of record at such time shall
be entitled to notice of or to vote at such meeting or to receive such
dividends or to be treated as shareholders for such other purpose.
<PAGE> 12
ARTICLE VI
SEAL
SECTION 6.1. SEAL. The corporate seal of the Bank shall be a device
bearing the name "The Chase Manhattan Bank (National Association)" and
otherwise in the form adopted and used by the Bank, imprinted or affixed by and
process. The Secretary and any other officers authorized by resolution of the
Board shall be empowered to use and attest the corporate seal on all documents.
ARTICLE VII
AMENDMENTS
SECTION 7.1. AMENDMENTS. These By-Laws or any of them may be altered,
amended or repealed, or new By-Laws may be adopted, by the Board at any regular
or special meeting thereof by vote of a majority of the Directors then in
office.
<PAGE> 13
EXHIBIT 7
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the
THE CHASE MANHATTAN BANK, N.A.
of New York in the State of New York, at the close of business
on June 30, 1994, published in response to call made by Comptroller of the
Currency, under title 12, United States Code, Section 161.
<TABLE>
<CAPTION>
CHARTER NUMBER 2370 COMPTROLLER OF THE CURRENCY NORTHEASTERN DISTRICT
STATEMENT OF RESOURCES AND LIABILITIES
THOUSANDS
ASSETS OF DOLLARS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin . . . . . . . . . . . . . . . $ 4,956,205
Interest-bearing balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,138,639
Held to maturity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 926,935
Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,934,082
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,032,000
Securities purchased under agreements to resell . . . . . . . . . . . . . . . . . 0
Loans and lease financing receivable:
Loans and leases, net of unearned income . . . . . . . . . . . $49,508,041
LESS: Allowance for loan and lease losses . . . . . . . . . . 1,087,962
LESS: Allocated transfer risk reserve . . . . . . . . . . . 0
-----------
Loans and leases, net of unearned income, allowance, and reserve . . . . . . . . . 48,420,079
Assets held in trading accounts . . . . . . . . . . . . . . . . . . . . . . . . . . 18,856,428
Premises and fixed assets (including capitalized leases) . . . . . . . . . . . . . 1,653,111
Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 822,608
Investments in unconsolidated subsidiaries and associated companies . . . . . . . . 57,230
Customers' liability to this bank on acceptances outstanding . . . . . . . . . . . 814,608
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 378,800
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,400,477
-----------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $95,391,202
===========
LIABILITIES
Deposits:
In domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $30,434,771
Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . . . $11,442,433
Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . 18,992,338
-----------
In foreign offices, Edge and Agreement subsidiaries, and IBFs . . . . . . . . . . 33,399,860
Noninterest-bearing . . . . . . . . . . . . . . . . . . . . $ 2,858,541
Interest-bearing . . . . . . . . . . . . . . . . . . . . 30,541,319
-----------
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,134,731
Securities sold under agreements to repurchase . . . . . . . . . . . . . . . . . . 69,783
Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . . . . . . . . . 25,000
Trading liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,831,327
Other borrowed money:
With original maturity of one year or less . . . . . . . . . . . . . . . . . . . . 2,678,498
With original maturity of more than one year . . . . . . . . . . . . . . . . . . 167,944
Mortgage indebtedness and obligations under capitalized leases . . . . . . . . . . 40,965
Bank's liability on acceptances executed and outstanding . . . . . . . . . . . . . 825,499
Subordinated notes and debentures . . . . . . . . . . . . . . . . . . . . . . . . . 2,360,000
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,681,805
-----------
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88,650,183
-----------
Limited-life preferred stock and related surplus . . . . . . . . . . . . . . . . . 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus . . . . . . . . . . . . . . . . . . 0
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 913,113
Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,614,743
Undivided profits and capital reserves . . . . . . . . . . . . . . . . . . . . . . 1,226,618
Net unrealized holding gains (losses) on available-for-sale securities . . . . . . (24,868)
Cumulative foreign currency translation adjustments . . . . . . . . . . . . . . . . 11,413
-----------
TOTAL EQUITY CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,741,019
-----------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK,
AND EQUITY CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $95,391,202
===========
</TABLE>
I, Lester J. Stephens, Jr., Senior Vice President and Controller of the above
named bank do hereby declare that this Report of Condition is true and correct
to the best of my knowledge and belief.
(Signed) Lester J. Stephens, Jr.
<PAGE> 14
We the undersigned directors, attest to the correctness of this statement of
resources and liabilities. We 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 and is true and correct.
(Signed) Thomas G. Labrecque
(Signed) Arthur F. Ryan Directors
(Signed) Richard J. Boyle
