<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 1997
REGISTRATION NO. 333-25027
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
<TABLE>
<S> <C> <C>
PROTECTIVE LIFE CORPORATION DELAWARE 95-2492236
PLC CAPITAL TRUST I DELAWARE 72-6178732
(Exact name of registrant as (State or other (I.R.S. Employer
specified in its charter) jurisdiction of Identification No.)
incorporation or
organization)
</TABLE>
2801 HIGHWAY 280 SOUTH, BIRMINGHAM, ALABAMA 35223
(205) 879-9230
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
C/O DEBORAH J. LONG, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
PROTECTIVE LIFE CORPORATION
2801 HIGHWAY 280 SOUTH
BIRMINGHAM, ALABAMA 35223
(205) 879-9230
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
COPIES TO:
<TABLE>
<S> <C>
MICHAEL W. BLAIR, ESQ. PETER J. GORDON, ESQ.
Debevoise & Plimpton Simpson Thacher & Bartlett
875 Third Avenue 425 Lexington Avenue
New York, New York 10022 New York, New York 10017
(212) 909-6000 (212) 455-2000
</TABLE>
------------------------
Approximate date of commencement of proposed sale to the public: From time
to time as determined by market conditions, 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 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 ties Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same the following offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Act registration
statement number of the earlier effective registration statement for the same
offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth those expenses to be incurred by Protective
Life in connection with the issuance and distribution of the securities being
registered. Except for the Securities and Exchange Commission filing fee, all
amounts shown are estimates.
<TABLE>
<CAPTION>
Securities and Exchange Commission filing fee..................... $ 22,728
<S> <C>
Rating agency fees................................................ 75,000
Fees and expenses of Trustees..................................... 7,500
Blue Sky fees and expenses........................................ 7,500
Printing and engraving expenses................................... 90,000
Accountant's fees and expenses.................................... 25,000
Legal fees and expenses........................................... 190,000
Miscellaneous expenses............................................ 7,272
---------
Total........................................................... $ 425,000
---------
---------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 6.5 of Article VI of Protective Life's Restated Certificate of
Incorporation provides that Protective Life shall indemnify to the fullest
extent permitted by law any person who is made or is threatened to be made a
party or is involved in any action, suit, or proceeding whether civil, criminal,
administrative or investigative by reason of the fact that he is or was a
director, officer, employee or agent of Protective Life or was serving at the
request of Protective Life as an officer, director, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise including
service with respect to employee benefit plans.
Protective Life is empowered by Section 145 of the Delaware General
Corporation Law, subject to the proceedings and limitations stated therein, to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of Protective Life) by reason of the fact that such person is or was
an officer, employee, agent or director of Protective Life, or is or was serving
at the request of Protective Life as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of Protective
Life, and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. Protective Life may indemnify any
such person against expenses (including attorneys' fees) in an action by or in
the right of Protective Life under the same conditions, except that no
indemnification is permitted without judicial approval if such person is
adjudged to be liable to Protective Life. To the extent such person is
successful on the merits or otherwise in the defense of any action referred to
above, Protective Life must indemnify him against the expenses which he actually
and reasonably incurred in connection therewith.
Policies of insurance are maintained by Protective Life under which
directors and officers of Protective Life are insured, within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such actions, suits or
proceedings, to which they are parties by reason of being or having been such
directors or officers.
As permitted by Section 102 (b)(7) of the Delaware General Corporation Law,
Protective Life's Restated Certificate of Incorporation also provides that no
director shall be personally liable to Protective
II-1
<PAGE>
Life or its stockholders for monetary damages for any breach of fiduciary duty
by such director as a director, except (i) for breach of the director's duty of
loyalty to Protective Life or its stockholders, (ii) for acts or omissions not
in good faith which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for
any transaction from which the director derived an improper personal benefit.
Protective Life has entered into indemnity agreements with each of its
directors which provide insurance protection in excess of the directors' and
officers' liability insurance maintained by Protective Life and in force at the
time up to $20 million and against certain liabilities excluded from such
liability insurance. The agreements provide generally that, upon the happening
of certain events constituting a change in control of Protective Life,
Protective Life must obtain a $20 million letter of credit upon which the
directors may draw for defense or settlement of any claim relating to
performance of their duties as directors. Protective Life has similar agreements
with certain of its executive officers under which Protective Life is required
to provide up to $10 million in indemnification, although this obligation is not
secured by a commitment to obtain a letter of credit.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------------- --------------------------------------------------------------------------------------------------------
<C> <S>
1 Form of Purchase Agreement for offering of Preferred Securities+
4(a) Certificate of Trust of PLC Capital Trust I+
4(b) Declaration of Trust of PLC Capital Trust I+
4(c) Form of Amended and Restated Declaration of Trust for PLC Capital Trust I+
4(d) Subordinated Indenture, dated as of June 1, 1994, between Protective Life Corporation and AmSouth Bank,
as Trustee (incorporated by reference to Exhibit 4(h) to Protective Life Corporation's Current Report
on Form 8-K filed June 17, 1994)
4(e) Supplemental Indenture No. 1, dated as of June 9, 1994, to the Subordinated Indenture between Protective
Life Corporation and AmSouth Bank, as Trustee (incorporated by reference to Exhibit 4(h)(1) to
Protective Life Corporation's Current Report on Form 8-K filed June 17, 1994)
4(f) Supplemental Indenture No. 2, dated as of August 1, 1994, to the Subordinated Indenture between
Protective Life Corporation and AmSouth Bank, as Trustee (incorporated by reference to Exhibit 4(l) to
Protective Life Corporation's Registration Statement on Form S-3 (No. 33-55063))
4(g) Form of Supplemental Indenture No. 3 to the Subordinated Indenture between Protective Life Corporation
and AmSouth Bank, as Trustee+
4(h) Form of Preferred Security Certificate for PLC Capital Trust 1 (included as Exhibit A-1 of Exhibit 4(c)
hereto)
4(i) Form of Guarantee with respect to Preferred Securities issued by PLC Capital Trust I+
5(a) Opinion of Debevoise & Plimpton, counsel to Protective Life Corporation and PLC Capital Trust I, as to
legality of the Guarantee and the Subordinated Debt Securities+
5(b) Opinion of Richards, Layton & Finger, P.A., special Delaware counsel to Protective Life Corporation and
PLC Capital Trust I, as to legality of the Preferred Securities+
8 Opinion of Debevoise & Plimpton, special tax counsel to Protective Life Corporation and PLC Capital
Trust I, as to certain tax matters+
12 Computation of Ratios of Consolidated Earnings to Fixed Charges+
23(a) Consent of Coopers & Lybrand L.L.P.+
23(b) Consent of Debevoise & Plimpton (included in Exhibit 5(a))
23(c) Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5(b))
24 Power of Attorney of Board of Directors and Officers+
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------------- --------------------------------------------------------------------------------------------------------
<C> <S>
25(a) Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of AmSouth Bank of Alabama,
as Trustee under the Subordinated Indenture
25(b) Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Wilmington Trust Company,
as Property Trustee under the Amended and Restated Declaration of Trust of PLC Capital Trust I+
25(c) Statement of Eligibility under the Trust Indenture Act of 1939, as amended of Wilmington Trust Company,
as Guarantee Trustee under the Preferred Securities Guarantee of Protective Life Corporation for the
benefit of the holders of Preferred Securities of PLC Capital Trust I+
</TABLE>
- ------------------------
+Previously Filed.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Protective Life
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Birmingham, State of Alabama, on April 23, 1997.
Protective Life Corporation
(Registrant)
By: /s/ JOHN D. JOHNS
-----------------------------------------
John D. Johns
PRESIDENT AND
CHIEF OPERATING OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities with Protective Life Corporation and on the dates indicated:
SIGNATURES TITLE DATE
- ------------------------------ -------------------------- ---------------
Chairman of the Board and
* Chief Executive Officer
- ------------------------------ (Principal Executive April 23, 1997
Drayton Nabers, Jr. Officer)
President and Chief
/s/ JOHN D. JOHNS Operating Officer
- ------------------------------ (Principal Financial April 23, 1997
John D. Johns Officer)
Vice President and
/s/ JERRY W. DEFOOR Controller and Chief
- ------------------------------ Accounting Officer April 23, 1997
Jerry W. DeFoor (Principal Accounting
Officer)
*
- ------------------------------ Chairman Emeritus and April 23, 1997
William J. Rushton III Director
*
- ------------------------------ Director April 23, 1997
John W. Woods
*
- ------------------------------ Director April 23, 1997
William J. Cabaniss, Jr.
*
- ------------------------------ Director April 23, 1997
H.G. Pattillo
*
- ------------------------------ Director April 23, 1997
John J. McMahon, Jr.
II-4
<PAGE>
SIGNATURES TITLE DATE
- ------------------------------ -------------------------- ---------------
*
- ------------------------------ Director April 23, 1997
A.W. Dahlberg
*
- ------------------------------ Director April 23, 1997
John W. Rouse, Jr.
*
- ------------------------------ Director April 23, 1997
Robert T. David
*
- ------------------------------ Director April 23, 1997
Ronald L. Kuehn, Jr.
*
- ------------------------------ Director April 23, 1997
Herbert A. Sklenar
*
- ------------------------------ Director April 23, 1997
James S.M. French
*
- ------------------------------ Director April 23, 1997
Robert A. Yellowlees
*By: /s/ DEBORAH J. LONG
-------------------------
Deborah J. Long
ATTORNEY-IN-FACT
Pursuant to the requirements of the Securities Act of 1933, PLC Capital
Trust I 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 Birmingham, State of Alabama, on April 23, 1997.
PLC Capital Trust I
(Registrant)
By: /s/ RICHARD J. BIELEN
-----------------------------------------
Richard J. Bielen
REGULAR TRUSTEE
By: /s/ JERRY W. DEFOOR
-----------------------------------------
Jerry W. DeFoor
REGULAR TRUSTEEE
II-5
<PAGE>
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
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) ________
----------------------
AMSOUTH BANK OF ALABAMA
(Exact name of trustee as specified in its charter)
Alabama 63-0073530
(State of incorporation if (I.R.S. Employer
not a U.S. national bank) Identification Number)
1900 Fifth Avenue North 35203
Birmingham, Alabama (Zip Code)
(Address of principal executive offices)
Stephen A. Yoder
AmSouth Bank of Alabama
Law Department
P.O. Box 11007
Birmingham, Alabama 35288
(205) 326-5319
(name, address and telephone number of agent for service)
----------------------
PROTECTIVE LIFE CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 95-2492236
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2801 Highway 280 South 35223
Birmingham, Alabama (Zip Code)
(Address of principal executive offices)
----------------------
Subordinated Debt Securities
(Title of the indenture securities)
<PAGE>
Item 1. General Information.
Furnish the following information as to the trustee -
(a) Name and address of each examining or supervising authority to
which it is subject.
State of Alabama, Superintendent of Banks, Montgomery, Alabama 36130
Federal Reserve Bank, Atlanta Georgia 30303
Federal Deposit Insurance Corporation, Washington, D.C. 20429
(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.
None.
Item 3. Voting securities of the trustee.
Not applicable.
Item 4. Trusteeships under other indentures.
If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any
other securities, of the obligor are outstanding furnish the following
information:
(a) Title of the securities outstanding under each such other
indenture.
Protective Life Corporation 9% Subordinated Debentures
Series A Due June 30, 2024
(b) A brief statement of the facts relied upon as a basis for the
claim that no conflicting interest within the meaning of Section
310(b)(1) of the Act arises as a result of the trusteeship under any
such other indenture, including a statement as to how the indenture
securities will rank as compared with the securities issued under such
other indenture.
No conflicting interest exists because there is not and had not been
any default under such other indenture. The indenture securities will
rank pari passu with the securities under such other indenture.
Item 5. Interlocking directorates and similar relationships with the obligor
or underwriters.
Not applicable.
2
<PAGE>
Item 6. Voting securities of the trustee owned by the obligor or its
officials.
Not applicable.
Item 7. Voting securities of the trustee owned by underwriters or their
officials.
Not applicable.
Item 8. Securities of the obligor owned or held by the trustee.
Not applicable.
Item 9. Securities of underwriters owned or held by the trustee.
Not applicable.
Item 10. Ownership or holdings by the trustee of voting securities of certain
affiliates or security holders of the obligor.
Not applicable.
Item 11. Ownership or holdings by the trustee of any securities of a person
owning 50 percent of more of the voting securities of the obligor.
Not applicable.
Item 12. Indebtedness of the Obligor to the Trustee.
Not applicable.
Item 13. Defaults by the Obligor.
(a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such
default.
There is not and has not been any such default.
(b) If the trustee is a trustee under another indenture under which
any other securities, or certificates of interest or participation in
any other securities, of the obligor are outstanding, or is trustee
for more than one outstanding series of securities under the
indenture, state whether there has been a default under any such
indenture or series, identify the indenture or series affected, and
explain the nature of any such default.
There has not been any such default.
3
<PAGE>
Item 14. Affiliations with the Underwriters.
Not applicable.
Item 15. Foreign Trustee.
Not applicable.
Item 16. List of Exhibits
The additional exhibits listed below are filed herewith; exhibits, if
any, identified in parentheses are on file with the Commission and are
incorporated herein by reference as exhibits hereto pursuant to Rule
7a-29 under the Trust Indenture Act of 1939, as amended, and Rule 24
of the Commission's Rule of Practice.
1. A copy of the articles of incorporation of the trustee as now in
effect (Exhibit 1 to Form T-1, Registration No. 33-89756).
2. A copy of the certificate of authority of the trustee to commence
business and to exercise trust powers (Exhibit 2 to Form T-1,
Registration No. 33-89756).
3. See Exhibit 2 to Form T-1.
4. A copy of the existing bylaws of the trustee (Exhibit 3 to Form T-1,
Registration No. 33-89756).
5. Not applicable.
6. The consent of the trustee required by Section 321(b) of the Trust
Indenture Act of 1939, as amended.
7. A copy of the latest report of condition of the trustee as of the
close of business on December 31, 1996 published pursuant to the
requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
4
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, AmSouth Bank of Alabama, a corporation organized and existing under the
laws of the State of Alabama, has duly caused this statement of eligibility and
qualification to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Birmingham, State of Alabama on the 23rd day of
April, 1997.
AMSOUTH BANK OF ALABAMA
BY /s/Charles S. Northen, IV
-----------------------------------
Charles S. Northen, IV
Vice President
and Corporate Trust Officer
5
<PAGE>
EXHIBIT 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, as amended, in connection with the proposed issue of Subordinated Debt
Securities by Protective Life Corporation, we hereby consent that reports of
examinations by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request thereof.
Dated April 23, 1997
AMSOUTH BANK OF ALABAMA
BY /s/Charles S. Northen, IV
-----------------------------------
Charles S. Northen, IV
Vice President
and Corporate Trust Officer
<PAGE>
Exhibit 7
AMSOUTH BANK OF ALABAMA Call Date: 12/31/96 State #: 01-0320 FFIEC 031
P.O. BOX 11007 Vendor ID: D Cert: 02782 Page RC-1
BIRMINGHAM, AL 35288 Transit Number: 62000019 11
Transmitted to EDS as 0030182 on 01/30/97 at 20:27:04 CST
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 1996
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
Schedule RC - Balance Sheet
C400 -
Dollar Amounts in Thousands
- --------------------------------------------------------------------------------
ASSETS
1. Cash and balances due from depository RCFD
institutions (from Schedule RC-A): ----
a. Noninterest-bearing balances and currency
and coin (1)______________________________ 0081. . 474,687 1.a
b. Interest-bearing balances (2)_____________ 0071. . 6 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule
RC-B, column A)___________________________ 1754. . 1,121,454 2.a
b. Available-for-sale securities (from
Schedule RC-B, column D)__________________ 1773. . 962,933 2.b
3. 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:
a. Federal funds sold________________________ 0276. . 505,600 3.a
b. Securities purchased under agreements to
resell____________________________________ 0277. . 31,569 3.b
4. Loans and lease financing receivables:
a. Loans and leases, net of
unearned income RCFD
(from ----
Schedule RC-C)___________ 2122. . 6,960,685 . . . . . 4.a
b. LESS: Allowance for Loan
and lease losses_________ 3123. . 91,991 . . . . . 4.b
c. LESS: Allocated transfer
risk reserve_____________ 3128. . 0 . . . . . 4.c
d. Loans and Leases, net of
unearned income, allowance,
and reserve (item 4.a minus
4.b and 4.c)______________________________ 2125. . 6,866,694 4.d
5. Trading assets (from Schedule RC-D)__________ 3545. . 3,879 5.
6. Premises and fixed assets (including
capitalized leases)__________________________ 2145. . 178,242 6.
7. Other real estate owned (from Schedule
RC-M)________________________________________ 2150. . 2,729 7.
8. Investments in unconsolidated subsidiaries
and associated companies (from Schedule
RC-M)________________________________________ 2130. . 12,226 8.
9. Customers' liability to this bank on
acceptances outstanding______________________ 2155. . 2,705 9.
10. Intangible assets (from Schedule RC-M)_______ 2143. . 13,319 10.
11. Other assets (from Schedule RC-F)____________ 2160. . 174,169 11.
12. Total assets (sum of items 1 through 11)_____ 2170. . 10,352,212 12.
- ----------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE>
Exhibit 7
AMSOUTH BANK OF ALABAMA Call Date: 12/31/96 State #: 01-0320 FFIEC 031
P.O. BOX 11007 Vendor ID: D Cert: 02782 Page RC-2
BIRMINGHAM, AL 35288 Transit Number: 62000019 12
Transmitted to EDS as 0030182 on 01/30/97 at 20:27:04 CST
Schedule RC - Continued
Dollar Amounts in Thousands
- --------------------------------------------------------------------------------
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals RCON
of columns A and C from ----
Schedule RC-E, part I)_____________________ 2200. . 6,786,091 13.a
RCON
----
(1) Noninterest-bearing (1)_ 6631. . 1,403,029 . . . . . .13.a.1
(2) Interest-bearing________ 6636. . 5,383,062 . . . . . .13.a.2
RCFN
----
b. In foreign offices, Edge and Agreement
subsidiaries, and IBFs (from Schedule
RC-E, part II)_____________________________ 2200 7,004 13.b
RCFN
----
(1) Noninterest-bearing____ 6631. . 0 . . . . . .13.b.1
(2) Interest-bearing_______ 6636. . 7,004 . . . . . .13.b.2
14. Federal funds purchased and securities sold
under agreements to repurchase in domestic
offices of the bank and of Edge and
Agreement subsidiaries, and in IBFs: RCFD
----
a. Federal funds purchased___________________ 0278. . 1,395,417 14.a
b. Securities sold under agreements to
repurchase________________________________ 0279. . 396,667 14.b
RCON
15. a. Demand notes issued to the U.S. ----
Treasury__________________________________ 2840. . 185,082 15.a
RCFD
----
b. Trading liabilities (from Schedule RC-D)__ 3548. . 4 15.b
16. Other borrowed money:
a. With a remaining maturity of one year or
less______________________________________ 2332. . 21,398 16.a
b. With a remaining maturity of more than
one year__________________________________ 2333. . 552,035 16.b
17. Mortgage indebtedness and obligations under
capitalized leases___________________________ 2910. . 0 17.
18. Bank's liability on acceptances executed and
outstanding__________________________________ 2920. . 2,705 18.
19. Subordinated notes and debentures____________ 3200. . 0 19.
20. Other liabilities (from Schedule RC-G)_______ 2930. . 145,430 20.
21. Total liabilities (sum of items 13 through
20)__________________________________________ 2948. . 9,491,833 21.
22. Limited-life preferred stock and related
surplus______________________________________ 3282. . 0 22.
EQUITY CAPITAL
RCFD
----
23. Perpetual preferred stock and related surplus 3838. . 0 23.
24. Common stock_________________________________ 3230. . 16,050 24.
25. Surplus (exclude all surplus related to
preferred stock)_____________________________ 3839. . 273,121 25.
26. a. Undivided profits and capital reserves____ 3632. . 561,132 26.a
b. Net unrealized holding gains (losses) on
available-for-sale securities_____________ 8434. . 10,076 26.b
27. Cumulative foreign currency translation
adjustments__________________________________ 3284. . 0 27.
28. Total equity capital (sum of items 23 through
27)__________________________________________ 3210. . 860,379 28.
29. Total liabilities, limited-life preferred
stock, and equity capital (sum of items 21,
22, and 28)__________________________________ 3300. . 10,352,212 29.
Memorandum
To be reported only with the March Report of
Condition.
1. Indicate in the box at the right the number of
the statement below that best describes the
most comprehensive level of auditing work
performed for the bank by independent RCFD NUMBER
external auditors as of any date during ---- ------
1995_________________________________________ 6724. . N/A M.1
1 = Independent audit of the bank 4 = Directors' examination of the bank
conducted in accordance with performed by other external auditors
generally accepted auditing (may be required by state chartering
standards by a certified public authority)
accounting firm which submits a 5 = Review of the bank's financial
report on the bank statements by external auditors
2 = Independent audit of the bank's 6 = Compilation of the bank's financial
parent holding company conducted statements by external auditors
in accordance with generally 7 = Other audit procedures (excluding
accepted auditing standards by a tax preparation work)
certified public accounting firm 8 = No external audit work
which submits a report on the
consolidated holding company (but
not on the bank separately)
3 = Directors' examination of the bank
conducted in accordance with
generally accepted auditing
standards by a certified public
accounting firm (may be required
by state chartering authority)
- ----------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
