<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 21, 1997
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
BANC ONE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
OHIO 31-0738296
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
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100 EAST BROAD STREET, COLUMBUS, OHIO 43271, (614) 248-5944
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
STEVEN ALAN BENNETT
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
BANC ONE CORPORATION
DEPARTMENT OH1-0158
100 EAST BROAD STREET
COLUMBUS, OHIO 43271-0158
(614) 248-7590
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
With Copies to:
<TABLE>
<S> <C>
KENNETH L. WAGNER, ESQ. B. ROBBINS KIESSLING, ESQ.
BANC ONE CORPORATION CRAVATH, SWAINE & MOORE
DEPARTMENT OH1-0158 WORLDWIDE PLAZA
100 EAST BROAD STREET 825 EIGHTH AVENUE
COLUMBUS, OHIO 43271-0158 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, subject to market
conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier 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. [X]
------------------------
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM AGGREGATE MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1)(2)(3) PRICE PER UNIT(1)(2) OFFERING PRICE(1)(2)(4) REGISTRATION FEE(2)(3)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities............... -- -- -- --
Debt Warrants................. -- -- -- --
Currency Warrants............. -- -- -- --
Stock-Index Warrants.......... -- -- -- --
Other Warrants................ -- -- -- --
Preferred Stock(5)............ -- -- -- --
Depositary Shares representing
Preferred Stock(6)........... -- -- -- --
Preferred Stock Warrants...... -- -- -- --
Common Stock Warrants......... -- -- -- --
Common Stock, no par value per
share(7)..................... -- -- -- --
Total...................... $4,000,000,000 100% $4,000,000,000 $1,212,122
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</TABLE>
(1) In no event will the aggregate initial offering price of the Securities
issued under this Registration Statement, and not previously registered
under the Securities Act of 1933, exceed $4,000,000,000, or the equivalent
thereof in one or more foreign or composite currencies. If Debt Securities
are issued at original issue discount, the Registrant may issue such higher
principal amount as may be sold for an initial public offering price of up
to $4,000,000,000 (less the dollar amount of any securities previously
issued hereunder) or the equivalent thereof in one or more foreign or
composite currencies.
(2) Not specified as to each class of securities to be registered pursuant to
General Instruction II.D of Form S-3 under the Securities Act of 1933.
(3) This Registration Statement also serves to register such indeterminate
amount of securities that are to be offered and sold in connection with
market making activities by an affiliate of the Registrant.
(4) Estimated solely for the purpose of calculating the registration fee. Any
offering of Debt Securities or Warrants denominated in any foreign currency
or currency unit will be treated as the equivalent in U.S. dollars based on
the exchange rate applicable to the purchase of such Debt Securities or
Warrants from the Registrant. No separate consideration will be received for
Common Stock, Preferred Stock or Debt Securities that are issued upon
conversion or exchange of Securities registered hereunder.
(5) Such indeterminate number of shares of Class A Preferred Stock and Class C
Preferred Stock (collectively, "Preferred Stock") as may from time to time
be (i) issued at indeterminate prices or (ii) issuable upon conversion or
exchange of Debt Securities or exercise of Warrants.
(6) To be evidenced by Depositary Receipts issued pursuant to a Deposit
Agreement. If the Registrant elects to offer to the public fractional
interests in shares of the Preferred Stock registered hereunder, Depositary
Receipts will be distributed to those persons purchasing such fractional
interests and the shares of the Preferred Stock will be issued to the
depositary under the Deposit Agreement.
(7) Such indeterminate number of shares of Common Stock as may from time to time
be (i) issued at indeterminate prices or (ii) issuable upon exercise of
Warrants or conversion or exchange of Debt Securities or Preferred Stock, to
the extent any of such Warrants or Debt Securities or shares of Preferred
Stock are by their terms convertible into or exchangeable for Common Stock
registered hereunder.
(8) Calculated pursuant to Rule 457(o) under the Securities Act of 1933.
------------------------
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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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 STATE.
SUBJECT TO COMPLETION, OCTOBER 21, 1997
PROSPECTUS
[BANK ONE LOGO]
BANC ONE CORPORATION
DEBT SECURITIES AND DEBT WARRANTS
CURRENCY WARRANTS, STOCK-INDEX WARRANTS AND OTHER WARRANTS
PREFERRED STOCK, DEPOSITARY SHARES AND PREFERRED STOCK WARRANTS
COMMON STOCK AND COMMON STOCK WARRANTS
BANC ONE CORPORATION (the "Company") may issue from time to time, together
or separately, (i) in one or more series, unsecured debt securities ("Debt
Securities"), which may be either senior (the "Senior Securities") or
subordinated (the "Subordinated Securities") in priority of payment, both of
which may be convertible or exchangeable into securities or indebtedness of any
kind of the Company or any other issuer or obligor; (ii) warrants ("Debt
Warrants") to purchase Debt Securities; (iii) options, warrants or other rights
relating to the exchange of certain currencies ("Currency Warrants"); (iv)
options, warrants or other rights entitling the holder to receive an amount in
cash determined by reference to increases ("Stock-Index Call Warrants") and
decreases ("Stock-Index Put Warrants" and, collectively with Stock-Index Call
Warrants, being referred to herein as the "Stock-Index Warrants") in the level
of a specified stock-index which may be based on one or more U.S. or foreign
stocks or a combination thereof; (v) options, warrants or other rights relating
to other items or indices ("Other Warrants"); (vi) shares of the Company's Class
A Preferred Stock or Class C Preferred Stock (collectively, "Preferred Stock")
which may be convertible into shares of common stock, no par value per share, of
the Company ("Common Stock") or exchangeable for Debt Securities; (vii) shares
of Preferred Stock represented by depositary shares ("Depositary Shares");
(viii) warrants to purchase shares of Preferred Stock ("Preferred Stock
Warrants"); (ix) warrants to purchase shares of Common Stock ("Common Stock
Warrants"); and (x) Common Stock, in each case in amounts, at prices and on
terms to be determined at the time of the offering. The Debt Warrants, Currency
Warrants, Stock-Index Warrants, Other Warrants, Preferred Stock Warrants and
Common Stock Warrants are collectively referred to herein as the "Warrants"; and
the Debt Securities, Warrants, shares of Preferred Stock, Depositary Shares and
shares of Common Stock are collectively referred to herein as the "Securities".
The Company may issue Securities for proceeds up to an aggregate of
$4,000,000,000, or the equivalent thereof if any of the Securities are
denominated in a foreign currency or a foreign currency unit, including the
European Currency Unit ("ECU"). The Securities of each series will be offered on
terms determined at the time of sale. The Securities may be sold for U.S.
dollars, foreign currencies or foreign currency units, and the principal of, and
any interest on, the Securities may be payable in U.S. dollars, foreign
currencies or foreign currency units. (Continued)
------------------------------
THESE SECURITIES ARE NOT SAVINGS OR DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS OF ANY
BANK OR NONBANK SUBSIDIARY OF THE COMPANY AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENTAL
AGENCY.
------------------------------
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 DATE OF THIS PROSPECTUS IS , 1997.
<PAGE> 3
The Senior Securities will rank equally with all other unsubordinated and
unsecured indebtedness of the Company. The Subordinated Securities will be
unsecured and subordinated as described under "Subordinated Securities".
Unless otherwise specified in the Prospectus Supplement relating to
Subordinated Securities, payment of the principal of Subordinated Securities may
be accelerated only in the case of certain events involving the bankruptcy or
insolvency of the Company, and no right of acceleration will exist in the case
of default in the payment of principal or interest or in the performance of any
covenant.
When a particular series of Securities, in respect of which this Prospectus
is being delivered, is offered, a supplement to this Prospectus (the "Prospectus
Supplement") setting forth certain terms of the offered Securities will be
delivered together with this Prospectus. The applicable Prospectus Supplement,
among other things and where applicable, will include: (i) with regard to Debt
Securities, the specific designation, priority, aggregate principal amount,
currency or currency unit, rate (or method of calculation) and time of payment
of any interest, authorized denominations, maturity, offering price, place or
places of payment, redemption terms, terms of any repayment at the option of the
holder, special provisions relating to Debt Securities in bearer form, terms for
sinking fund payments, terms for conversion or exchange into other securities,
provisions regarding original issue discount securities and other terms of such
Debt Securities; (ii) with regard to Warrants, where applicable, the duration,
aggregate amount, offering price, exercise price and detachability; (iii) with
regard to Debt Warrants, Preferred Stock Warrants and Common Stock Warrants, the
applicable type and amount of Securities covered thereby; (iv) with regard to
Stock-Index Warrants or Other Warrants, the applicable securities index or other
items or indices with respect to which such warrants shall apply and the method
of determining the cash value payable in connection with the exercise of such
warrants; (v) with regard to Currency Warrants, the currencies to be compared,
the method of determining the cash value payable in connection with the exercise
of such Currency Warrants, the manner in which such Currency Warrants may be
exercised and any restrictions on exercise of such Currency Warrants; (vi) with
regard to Preferred Stock, the specific number of shares, title, stated value
and liquidation preference of each share, issuance price, dividend rate or
method of calculation, dividend periods, dividend payment dates, voting rights,
any redemption or sinking fund provisions, any conversion or exchange
provisions, whether fractional interests in shares of Preferred Stock will be
offered through depositary arrangements and other specific terms of each series
of Preferred Stock; and (vii) in the case of Depositary Shares, the fraction of
a share of Preferred Stock which each such Depositary Share will represent.
The Prospectus Supplement will also contain information, where applicable,
about certain U.S. federal income tax considerations relating to, and any
listing on a securities exchange of, the Securities covered by the Prospectus
Supplement.
The Securities may be sold by the Company directly, through agents
designated from time to time, through underwriting syndicates led by one or more
managing underwriters or through one or more underwriters acting alone. If any
agent of the Company, or any underwriter, is involved in the sale of the
Securities, the name of such agent or underwriter, the principal or stated
amount to be purchased by it, any applicable commissions or discounts and the
net proceeds to the Company from such sale will be set forth in, or may be
calculated from, the Prospectus Supplement. The aggregate net proceeds to the
Company from the sale of all the Securities will be the public offering or
purchase price of the Securities sold less the aggregate of such commissions and
discounts and other expenses of issuance and distribution. An affiliate of the
Company may from time to time act as an agent or underwriter in connection with
the sale of Securities to the extent permitted by applicable law. See "Plan of
Distribution".
This Prospectus and related Prospectus Supplements may be used by an
affiliate of the Company in connection with offers and sales related to
secondary market transactions in the Securities to the extent permitted by
applicable law. Such affiliate may act as principal or agent in such
transactions. Such sales will be made at prices related to prevailing market
prices at the time of sale.
<PAGE> 4
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS AND THE PROSPECTUS SUPPLEMENT IN CONNECTION WITH THE OFFERING MADE
HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANOTHER PERSON. THIS
PROSPECTUS AND THE PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Information, as of particular dates, concerning
directors and executive officers, their compensation, options granted to them,
the principal holders of securities of the Company and any material interest of
such persons in transactions with the Company is disclosed in proxy statements
distributed to shareholders of the Company and filed with the Commission. Such
reports, proxy statements and other information can be inspected and copied at
the Public Reference Room of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and the Commission's Regional Offices at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661 and Seven World Trade Center
(13th Floor), New York, New York 10048. Copies of such material can be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. In addition, such material may be
accessed electronically at the Commission's site on the World Wide Web located
at http://www.sec.gov. Such reports, proxy statements and other material
concerning the Company may also be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York.
The Company has filed with the Commission a Registration Statement under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the Securities being offered by this Prospectus. This Prospectus does not
contain all the information set forth in the Registration Statement, certain
portions of which have been omitted as permitted by the rules and regulations of
the Commission. For further information with respect to the Company and the
Securities, reference is made to the Registration Statement, including the
exhibits thereto. The Registration Statement may be inspected by anyone without
charge at the principal office of the Commission in Washington, D.C. and copies
of all or any part of it may be obtained from the Commission upon payment of the
prescribed fees.
2
<PAGE> 5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the Commission
pursuant to Section 13 of the Exchange Act are incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the year ended December
31, 1996 (as amended by Form 10-K/A filed March 21, 1997 and Form 10-K/A
filed June 30, 1997);
(ii) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997 and June 30, 1997; and
(iii) The Company's Current Reports on Form 8-K filed January 28, 1997,
January 29, 1997, April 17, 1997, April 24, 1997, July 14, 1997 (as
amended by Form 8-K/A filed August 13, 1997), July 15, 1997, August 29,
1997 (as amended by Form 8-K/A filed September 2, 1997) and September
25, 1997.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Securities shall be deemed to be incorporated
by reference into this Prospectus and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
ANY PERSON RECEIVING A COPY OF THIS PROSPECTUS MAY OBTAIN WITHOUT CHARGE, UPON
WRITTEN OR ORAL REQUEST, A COPY OF ANY OF THE DOCUMENTS INCORPORATED BY
REFERENCE HEREIN, EXCEPT FOR THE EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH
EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS).
REQUESTS SHOULD BE ADDRESSED TO BANC ONE CORPORATION, DEPARTMENT OH1-0251,100
EAST BROAD STREET, COLUMBUS, OHIO 43271-0251, ATTENTION: INVESTOR RELATIONS,
(614) 248-6889.
3
<PAGE> 6
BANC ONE CORPORATION
The Company is a multi-bank holding company that, at June 30, 1997,
operated banking offices in Arizona, Colorado, Illinois, Indiana, Kentucky,
Louisiana, Ohio, Oklahoma, Texas, Utah, West Virginia and Wisconsin. The Company
also owns nonbank subsidiaries that engage in credit card and merchant
processing, consumer and education finance, mortgage banking, insurance, venture
capital, investment and merchant banking, trust, brokerage, investment
management, equipment leasing and data processing. At June 30, 1997, the Company
had consolidated total assets of $115.5 billion, consolidated total deposits of
$77.0 billion and consolidated total stockholders' equity of $9.8 billion. At
June 30, 1997, no single affiliate bank accounted for more than 20% of the
Company's consolidated total assets.
Since its formation in 1968, the Company has acquired over 100 banking
institutions. The Company continues to explore opportunities to acquire banks
and nonbank companies permitted by the Bank Holding Company Act of 1956, as
amended (the "BHCA"). Discussions are continually being carried on relating to
such acquisitions. It is not presently known whether, or on what terms, such
discussions will result in further acquisitions. Such acquisitions may be
pending, from time to time, during the time that the Securities are being
offered.
The Company is a legal entity separate and distinct from its affiliate
banks and its nonbanking subsidiaries (collectively, the "affiliates").
Accordingly, the right of the Company, and thus the right of the Company's
creditors and shareholders, to participate in any distribution of the assets or
earnings of any affiliate is necessarily subject to the prior claims of
creditors of the affiliate except to the extent that claims of the Company in
its capacity as a creditor may be recognized. The principal sources of the
Company's revenues are dividends and fees from its affiliates. See "Regulatory
Matters--Dividend Restrictions" for a discussion of the restrictions on the
affiliate banks' ability to pay dividends to the Company.
The Company is incorporated in Ohio and has functioned as a multi-bank
holding company since 1968. Its executive offices are located at 100 East Broad
Street, Columbus, Ohio 43271, and its telephone number is (614) 248-5944.
RATIO OF EARNINGS TO FIXED CHARGES
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<CAPTION>
YEARS ENDED DECEMBER 31,
SIX MONTHS ENDED -----------------------------------------
JUNE 30, 1997 1996 1995 1994 1993 1992
---------------- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C>
Excluding interest on deposits........ 1.86x 3.07x 3.24x 3.48x 5.82x 4.58x
Including interest on deposits........ 1.32 1.68 1.64 1.71 1.96 1.56
</TABLE>
Earnings are comprised of income before income taxes and change in
accounting principle plus fixed charges. Fixed charges include interest expense
(including the interest factor of capitalized leases, capitalized interest and
amortization of deferred debt expense) plus the portion of rental payments under
operating leases deemed to be interest.
USE OF PROCEEDS
The Company currently intends to use the net proceeds from the sale of any
Securities for general corporate purposes, which may include the reduction of
short-term indebtedness, investments at the holding company level, investments
in or extensions of credit to its affiliates and other banks and companies
engaged in other financial service activities, possible acquisitions and such
other purposes as may be stated in any Prospectus Supplement. Pending such use,
the net proceeds may be temporarily invested. The precise amounts and timing of
the application of proceeds will depend upon the funding requirements of the
Company and its affiliates and the availability of other funds. Except as may be
described in any Prospectus Supplement, specific allocations of the proceeds to
such purposes will not have been made at the date of such Prospectus Supplement.
Based upon the historical and anticipated future growth of the Company and the
financial needs of its affiliates, the Company may engage in additional
financings of a character and amount to be determined as the need arises.
4
<PAGE> 7
REGULATORY MATTERS
The following discussion sets forth certain of the material elements of the
regulatory framework applicable to bank holding companies and their subsidiaries
and provides certain specific information relevant to the Company. This
regulatory framework is intended primarily for the protection of depositors and
the federal deposit insurance funds and not for the protection of security
holders. To the extent that the following information describes statutory and
regulatory provisions, it is qualified in its entirety by reference to those
provisions. A change in the statutes, regulations or regulatory policies
applicable to the Company or its subsidiaries may have a material effect on the
business of the Company.
GENERAL
As a bank holding company, the Company is subject to regulation under the
BHCA, and to inspection, examination and supervision by the Federal Reserve.
Under the BHCA, bank holding companies generally may not acquire the ownership
or control of more than 5% of the voting shares or substantially all the assets
of any company, including a bank, without the Federal Reserve's prior approval.
In addition, bank holding companies generally may engage, directly or
indirectly, only in banking and such other activities as are determined by the
Federal Reserve to be closely related to banking.
Various governmental requirements, including Sections 23A and 23B of the
Federal Reserve Act, limit borrowings by the Company and its nonbank
subsidiaries from the Company's affiliate banks, and also limit various other
transactions between the Company and its nonbank subsidiaries, on the one hand,
and the Company's affiliate banks, on the other. For example, Section 23A limits
to no more than 10% of its total capital the aggregate outstanding amount of any
bank's loans and other "covered transactions" with any particular nonbank
affiliate, and limits to no more than 20% of its total capital the aggregate
outstanding amount of any bank's covered transactions with all of its nonbank
affiliates. Section 23A also generally requires that a bank's loans to its
nonbank affiliates be secured, and Section 23B generally requires that a bank's
transactions with its nonbank affiliates be on arms' length terms.
Most of the Company's affiliate banks are national banking associations
and, as such, are subject to regulation primarily by the Office of the
Comptroller of the Currency ("OCC") and, secondarily, by the Federal Deposit
Insurance Corporation ("FDIC") and the Federal Reserve. The Company's
state-chartered banks also are subject to regulation by the FDIC and the Federal
Reserve and, in addition, by their respective state banking departments. One of
the Company's affiliate banks is a federal savings bank subject to regulation by
the Office of Thrift Supervision ("OTS") and the FDIC. The Company and its
subsidiaries also are affected by the fiscal and monetary policies of the
federal government and the Federal Reserve, and by various other governmental
requirements and regulations.
LIABILITY FOR BANK SUBSIDIARIES
The Federal Reserve has a policy to the effect that a bank holding company
is expected to act as a source of financial and managerial strength to each of
its subsidiary banks and to maintain resources adequate to support each such
subsidiary bank. This support may be required at times when the Company may not
have the resources to provide it. In addition, Section 55 of the National Bank
Act permits the OCC to order the pro rata assessment of shareholders of a
national bank whose capital has become impaired. If a shareholder fails within
three months to pay such an assessment, the OCC can order the sale of the
shareholder's stock to cover the deficiency. In the event of a bank holding
company's bankruptcy, any commitment by the bank holding company to a federal
bank regulatory agency to maintain the capital of a subsidiary bank would be
assumed by the bankruptcy trustee and entitled to priority of payment.
Any depository institution insured by the FDIC can be held liable for any
loss incurred, or reasonably expected to be incurred, by the FDIC in connection
with (i) the default of a commonly controlled FDIC-insured depository
institution or (ii) any assistance provided by the FDIC to a commonly controlled
FDIC-insured depository institution in danger of default. "Default" is defined
generally as the appointment of a conservator or receiver and "in danger of
default" is defined generally as the existence of certain conditions indicating
that a "default" is likely to occur in the absence of regulatory assistance.
Also, in the event that
5
<PAGE> 8
such a default occurred with respect to a bank, any loans to the bank from its
parent holding company would be subordinate in right of payment to payment of
the bank's depositors and certain of its other obligations.
CAPITAL REQUIREMENTS
The Company is subject to capital requirements and guidelines imposed by
the Federal Reserve, which are substantially similar to the capital requirements
and guidelines imposed by the Federal Reserve, the OCC, the FDIC and the OTS on
the depository institutions within their respective jurisdictions. These capital
requirements establish higher capital standards for depository institutions and
bank holding companies that assume greater credit risks. For this purpose, a
depository institution's or holding company's assets and certain specified
off-balance sheet commitments are assigned to four risk categories, each
weighted differently based on the level of credit risk that is ascribed to such
assets or commitments. A depository institutions's or holding company's capital,
in turn, is divided into two tiers: core ("Tier 1") capital, which includes
common equity, non-cumulative perpetual preferred stock and related surplus
(excluding auction rate issues), and minority interests in equity accounts of
consolidated subsidiaries, less goodwill, certain identifiable intangible assets
and certain other assets; and supplementary ("Tier 2") capital, which includes,
among other items, perpetual preferred stock not meeting the Tier 1 definition,
mandatory convertible securities, subordinated debt and allowances for loan and
lease losses, subject to certain limitations, less certain required deductions.
The Company, like other bank holding companies, currently is required to
maintain Tier 1 and total capital (the sum of Tier 1 and Tier 2 capital) equal
to at least 4% and 8% of its total risk-weighted assets, respectively. At June
30, 1997, the Company met both requirements, with Tier 1 and total capital equal
to 8.19% and 12.82% of its total risk-weighted assets, respectively.
The Federal Reserve also requires bank holding companies to maintain a
minimum "leverage ratio" (Tier 1 capital to adjusted total assets) of 3%, if the
holding company has the highest regulatory rating and meets certain other
requirements, or of 3% plus an additional cushion of at least 100 to 200 basis
points if the holding company does not meet these requirements. At June 30,
1997, the Company's leverage ratio was 8.47%.
The Federal Reserve may set capital requirements higher than the minimums
noted above for holding companies whose circumstances warrant it. For example,
holding companies experiencing or anticipating significant growth may be
expected to maintain capital ratios including tangible capital positions well
above the minimum levels. The Federal Reserve has not, however, imposed any such
special capital requirement on the Company.
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA"), among other things, identifies five capital categories for insured
depository institutions (well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically
undercapitalized) and requires the respective Federal regulatory agencies to
implement systems for "prompt corrective action" for insured depository
institutions that do not meet minimum capital requirements within such
categories. FDICIA imposes progressively more restrictive constraints on
operations, management and capital distributions, depending on the category in
which an institution is classified. Failure to meet the capital guidelines could
also subject a depository institution to capital raising requirements. An
"undercapitalized" depository institution must develop a capital restoration
plan and its parent holding company must guarantee that bank's compliance with
the plan. The liability of the parent holding company under any such guarantee
is limited to the lesser of 5% of the depository institution's assets at the
time it became "undercapitalized" or the amount needed to comply with the plan.
Furthermore, in the event of the bankruptcy of the parent holding company, such
guarantee would take priority over the parent's general unsecured creditors. In
addition, FDICIA requires the various regulatory agencies to prescribe certain
non-capital standards for safety and soundness relating generally to operations
and management, asset quality and executive compensation and permits regulatory
action against a financial institution that does not meet such standards.
The Federal Reserve, the FDIC, the OCC and the OTS have adopted rules to
incorporate market and interest rate risk components into their risk-based
capital standards.
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DIVIDEND RESTRICTIONS
Various federal and state statutory provisions limit the amount of
dividends the Company's affiliate banks can pay to the Company without
regulatory approval. The approval of the appropriate bank regulator is required
for any dividend by a national bank or by a state-chartered bank that is a
member of the Federal Reserve System (a "state member bank") if the total of all
dividends declared by the bank in any calendar year would exceed the total of
its net profits, as defined by regulatory agencies, for such year combined with
its retained net profits for the preceding two years. In addition, a national
bank or a state member bank may not pay a dividend in an amount greater than its
net profits then on hand. At September 30, 1997, $1.0 billion of the total
stockholders' equity of the affiliate banks was available for payment of
dividends to the Company without approval by the applicable regulatory
authority.
In addition, federal bank regulatory authorities have authority to prohibit
the Company's affiliate banks from engaging in an unsafe or unsound practice in
conducting their business. The payment of dividends, depending upon the
financial condition of the bank in question, could be deemed to constitute such
an unsafe or unsound practice. The ability of the Company's affiliate banks to
pay dividends in the future is presently, and could be further, influenced by
bank regulatory policies and capital guidelines.
DEPOSIT INSURANCE ASSESSMENTS
The deposits of each of the Company's affiliate banks are insured up to
regulatory limits by the FDIC and, accordingly, are subject to deposit insurance
assessments to maintain the Bank Insurance Fund ("BIF") and Savings Association
Insurance Fund ("SAIF") administered by the FDIC. The FDIC has adopted
regulations establishing a permanent risk-related deposit insurance assessment
system. Under this system, the FDIC places each insured bank in one of nine risk
categories based on (a) the bank's capitalization and (b) supervisory
evaluations provided to the FDIC by the institution's primary federal regulator.
Each insured bank's insurance assessment rate is then determined by the risk
category in which it is classified by the FDIC.
Effective January 1, 1997, the annual insurance premiums on bank deposits
insured by the BIF and SAIF vary between $0.00 per $100 of deposits for banks
classified in the highest capital and supervisory evaluation categories to $0.27
per $100 of deposits for banks classified in the lowest capital and supervisory
evaluation categories.
The Deposit Insurance Funds Act of 1996 ("DIFA") provides for assessments
to be imposed on insured depository institutions with respect to deposits
insured by the BIF and the SAIF (in addition to assessments currently imposed on
depository institutions with respect to BIF- and SAIF-insured deposits) to pay
for the cost of Financing Corporation ("FICO") funding. The FDIC established the
FICO assessment rates effective January 1, 1997 at $0.013 per $100 annually for
BIF-assessable deposits and $0.0648 per $100 annually for SAIF-assessable
deposits. The Company's affiliate banks held approximately $5.5 billion of
SAIF-assessable deposits as of June 30, 1997. The FICO assessments do not vary
depending upon a depository institution's capitalization or supervisory
evaluations. The Company currently estimates its FICO assessments may amount to
up to $9.0 million after-tax in 1997 with similar assessments per year through
1999 (or earlier if no savings associations exist prior to December 31, 1999) in
connection with such funding.
DEPOSITOR PREFERENCE STATUTE
Federal legislation has been enacted providing that deposits and certain
claims for administrative expenses and employee compensation against an insured
depository institution would be afforded a priority over other general unsecured
claims against such institution, including federal funds and letters of credit,
in the "liquidation or other resolution" of the institution by any receiver.
BROKERED DEPOSITS
Under FDIC regulations, no FDIC-insured depository institution can accept
brokered deposits unless it (a) is well capitalized, or (b) is adequately
capitalized and receives a waiver from the FDIC. In addition, these regulations
prohibit any depository institution that is not well capitalized from (i) paying
an interest rate
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on deposits in excess of 75 basis points over certain prevailing market rates or
(ii) offering "pass through" deposit insurance on certain employee benefit plan
accounts unless it provides certain notice to affected depositors.
INTERSTATE BANKING
Under the Riegle-Neal Interstate Banking and Branching Efficiency Act of
1994 ("Riegle-Neal"), subject to certain concentration limits, (a) bank holding
companies such as the Company are permitted, beginning September 29, 1995, to
acquire banks and bank holding companies located in any state; (b) any bank that
is a subsidiary of a bank holding company is permitted, again beginning
September 29, 1995, to receive deposits, renew time deposits, close loans,
service loans and receive loan payments as an agent for any other bank
subsidiary of that holding company; and (c) banks are permitted, beginning June
1, 1997, to acquire branch offices outside their home states by merging with
out-of-state banks, purchasing branches in other states, and establishing de
novo branch offices in other states; provided that, in the case of any such
purchase or opening of individual branches, the host state has adopted
legislation "opting in" to those provisions of Riegle-Neal; and provided that,
in the case of a merger with a bank located in another state, the host state has
not adopted legislation "opting out" of that provision of Riegle-Neal. The
Company might use Riegle-Neal to acquire banks in additional states and to
consolidate its affiliate banks under a smaller number of separate charters.
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DESCRIPTION OF DEBT SECURITIES
GENERAL
The Debt Securities will constitute either Senior Securities or
Subordinated Securities. The Senior Securities will be issued under an Indenture
dated as of March 3, 1997 (the "Senior Indenture") between the Company and The
Chase Manhattan Bank ("Chase"), as Trustee. The Subordinated Securities will be
issued under an Indenture dated as of March 3, 1997 (the "Subordinated
Indenture") between the Company and Chase, as Trustee. The Senior Indenture and
the Subordinated Indenture are collectively referred to herein as the
"Indentures". References to the "Trustee" shall mean Chase in its capacity as
trustee under the Senior Indenture or the Subordinated Indenture, as applicable.
The statements under this caption are brief summaries of certain provisions
contained in the Indentures, do not purport to be complete and are qualified in
their entirety by reference to the applicable Indenture, copies of which are
exhibits to the Registration Statement. Whenever defined terms are used but not
defined herein, such terms shall have the meanings ascribed to them in the
applicable Indenture, it being intended that such defined terms shall be
incorporated herein by reference.
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of any Debt Securities
and the extent, if any, to which such general provisions may apply to such Debt
Securities will be described in the Prospectus Supplement relating to such Debt
Securities.
Neither of the Indentures limits the aggregate principal amount of Debt
Securities which may be issued thereunder, and each Indenture provides that Debt
Securities of any series may be issued thereunder up to the aggregate principal
amount which may be authorized from time to time by the Company and may be
denominated in any currency or currency unit designated by the Company. Neither
the Indentures nor the Debt Securities will limit or otherwise restrict the
amount of other indebtedness which may be incurred or the other securities which
may be issued by the Company or any of its subsidiaries.
Debt Securities of a series may be issuable in registered form without
coupons ("Registered Securities"), in bearer form with or without coupons
attached ("Bearer Securities") or in the form of one or more global securities
in registered or bearer form (each a "Global Security"). Bearer Securities, if
any, will be offered only to non-United States persons and to offices located
outside the United States of certain United States financial institutions.
Reference is made to the Prospectus Supplement for a description of the
following terms, where applicable, of each series of Debt Securities in respect
of which this Prospectus is being delivered: (1) the title of such Debt
Securities; (2) the limit, if any, on the aggregate principal amount or
aggregate initial public offering price of such Debt Securities; (3) the
priority of payment of such Debt Securities; (4) the price or prices (which may
be expressed as a percentage of the aggregate principal amount thereof) at which
the Debt Securities will be issued; (5) the date or dates on which the principal
of the Debt Securities will be payable; (6) the rate or rates (which may be
fixed or variable) per annum at which such Debt Securities will bear interest,
if any, or the method of determining the same; (7) the date or dates from which
such interest, if any, on the Debt Securities will accrue, the date or dates on
which such interest, if any, will be payable, the date or dates on which payment
of such interest, if any, will commence and the Regular Record Dates for such
Interest Payment Dates; (8) the extent to which any of the Debt Securities will
be issuable in temporary or permanent global form, or the manner in which any
interest payable on a temporary or permanent global Debt Security will be paid;
(9) each office or agency where, subject to the terms of the applicable
Indenture, the Debt Securities may be presented for registration of transfer or
exchange; (10) the place or places where the principal of (and premium, if any)
and interest, if any, on the Debt Securities will be payable; (11) the date or
dates, if any, after which such Debt Securities may be redeemed or purchased in
whole or in part, at the option of the Company or mandatorily pursuant to any
sinking, purchase or analogous fund or may be required to be purchased or
redeemed at the option of the holder, and the redemption or repayment price or
prices thereof; (12) the terms, if any, upon which the Debt Securities may be
convertible into or exchanged for securities or indebtedness of any kind of the
Company or of any other issuer or obligor and the terms and conditions upon
which such conversion or exchange shall be effected, including the initial
conversion or exchange price or rate, the conversion period and any other
additional provisions; (13) the
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denomination or denominations in which such Debt Securities are authorized to be
issued; (14) the currency, currencies or units (including ECU) based on or
related to currencies for which the Debt Securities may be purchased and the
currency, currencies or currency units (including ECU) in which the principal
of, premium, if any, and any interest on such Debt Securities may be payable;
(15) any index used to determine the amount of payments of principal of,
premium, if any, and interest on the Debt Securities; (16) whether any of the
Debt Securities are to be issuable as Bearer Securities and/or Registered
Securities, and if issuable as Bearer Securities, any limitations on issuance of
such Bearer Securities and any provisions regarding the transfer or exchange of
such Bearer Securities (including exchange for registered Debt Securities of the
same series); (17) the payment of any additional amounts with respect to the
Debt Securities; (18) whether any of the Debt Securities will be issued as
Original Issue Discount Securities (as defined below); (19) information with
respect to book-entry procedures, if any; (20) any additional covenants or
Events of Default not currently set forth in the applicable Indenture; and (21)
any other terms of such Debt Securities not inconsistent with the provisions of
the applicable Indenture.
If any of the Debt Securities are sold for one or more foreign currencies
or foreign currency units or if the principal of, premium, if any, or interest
on any series of Debt Securities is payable in one or more foreign currencies or
foreign currency units, the restrictions, elections, tax consequences, specific
terms and other information with respect to such issue of Debt Securities and
such currencies or currency units will be set forth in the Prospectus Supplement
relating thereto. A judgment for money damages by courts in the United States,
including a money judgment based on an obligation expressed in a foreign
currency, will ordinarily be rendered only in U.S. dollars. New York statutory
law provides that a court shall render a judgment or decree in the foreign
currency of the underlying obligation and that the judgment or decree shall be
converted into U.S. dollars at the exchange rate prevailing on the date of entry
of the judgment or decree.
Debt Securities may be issued as original issue discount Debt Securities
(bearing no interest or interest at a rate which at the time of issuance is
below market rates) ("Original Issue Discount Securities"), to be sold at a
substantial discount below the stated principal amount thereof due at the stated
maturity of such Debt Securities. There may not be any periodic payments of
interest on Original Issue Discount Securities as defined herein. In the event
of an acceleration of the maturity of any Original Issue Discount Security, the
amount payable to the holder of such Original Issue Discount Security upon such
acceleration will be determined in accordance with the Prospectus Supplement,
the terms of such security and the Indenture, but will be an amount less than
the amount payable at the maturity of the principal of such Original Issue
Discount Security. Federal income tax considerations with respect to Original
Issue Discount Securities will be set forth in the Prospectus Supplement
relating thereto.
REGISTRATION AND TRANSFER
Unless otherwise indicated in the applicable Prospectus Supplement, Debt
Securities will be issued only as Registered Securities. If Bearer Securities
are issued, the United States Federal income tax consequences and other special
considerations, procedures and limitations applicable to such Bearer Securities
will be described in the Prospectus Supplement relating thereto.
Debt Securities issued as Registered Securities will be without coupons.
Debt Securities issued as Bearer Securities shall have interest coupons
attached, unless issued as zero coupon securities.
Registered Securities (other than a Global Security) may be presented for
transfer (with the form of transfer endorsed thereon duly executed) or exchanged
for other Debt Securities of the same series at the office of the Note Registrar
specified according to the terms of the applicable Indenture. The Company has
agreed in each of the Indentures that, with respect to Registered Securities
having The City of New York as a place of payment, the Company will appoint a
Note Registrar or Co-Note Registrar located in The City of New York for such
transfer or exchange. Such transfer or exchange shall be made without service
charge, but the Company may require payment of any taxes or other governmental
charges as described in the applicable Indenture. Provisions relating to the
exchange of Bearer Securities for other Debt Securities of the same series
(including, if applicable, Registered Securities) will be described in the
applicable Prospectus Supplement. In no event, however, will Registered
Securities be exchangeable for Bearer Securities.
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GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, a depositary (the "Depositary") identified in the Prospectus Supplement
relating to such series. Global Securities may be issued in either registered or
bearer form and in either temporary or permanent form. Unless and until it is
exchanged in whole or in part for the individual Debt Securities represented
thereby, a Global Security may not be transferred except as a whole by the
Depositary for such Global Security to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by the Depositary or any nominee to a successor Depositary or any
nominee of such successor.
The specific terms of the depositary arrangement with respect to a series
of Debt Securities and certain limitations and restrictions relating to a series
of Bearer Securities in the form of one or more Global Securities will be
described in the Prospectus Supplement relating to such series. The Company
anticipates that the following provisions will generally apply to depositary
arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security or its nominee will credit, on its book-entry registration and transfer
system, the respective principal amounts of the individual Debt Securities
represented by such Global Security to the accounts of persons that have
accounts with such Depositary. Such accounts shall be designated by the
underwriters or agents with respect to such Debt Securities. Ownership of
beneficial interests in a Global Security will be limited to persons that have
accounts with the applicable Depositary ("participants") or persons that may
hold interests through participants. Ownership of beneficial interests in such
Global Security will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the applicable Depositary or its
nominee (with respect to interests of participants) and the records of
participants (with respect to interests of persons other than participants). The
laws of some states 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 transfer beneficial interests in a Global Security.
So long as the Depositary for a Global Security, 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 Debt
Securities represented by such Global Security for all purposes under the
Indenture governing such Debt Securities. Except as provided below, owners of
beneficial interests in a Global Security will not be entitled to have any of
the individual Debt Securities of the series represented by such Global Security
registered in their names, will not receive or be entitled to receive physical
delivery of any such Debt Securities of such series in definitive form and will
not be considered the owners or holders thereof under the Indenture governing
such Debt Securities.
Payments of principal of, premium, if any, and interest, if any, on
individual Debt Securities represented by a Global Security registered in the
name of a Depositary or its nominee will be made to the Depositary or its
nominee, as the case may be, as the registered owner of the Global Security
representing such Debt Securities. Neither the Company, the Trustee for such
Debt Securities, any Paying Agent, nor the Note Registrar for such Debt
Securities will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of the Global Security for such Debt Securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
Subject to certain restrictions relating to Bearer Securities, the Company
expects that the Depositary for a series of Debt Securities or its nominee, upon
receipt of any payment of principal, premium or interest in respect of a
permanent Global Security representing any of such Debt Securities will credit
participants' accounts immediately with payments in amounts proportionate to
their respective beneficial interests in the principal amount of such Global
Security for such Debt Securities as shown on the records of such Depositary or
its nominee. 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". Such payments will be the responsibility of such participants.
With respect to owners of
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beneficial interests in a temporary Global Security representing Bearer
Securities, receipt by such beneficial owners of payments of principal, premium
or interest in respect thereof will be subject to additional restrictions.
If the Depositary for a series of Debt Securities is at any time unwilling,
unable or ineligible to continue as depositary and a successor depositary is not
appointed by the Company within 90 days, the Company will issue individual Debt
Securities of such series in definitive form in exchange for the Global Security
representing such series of Debt Securities. In addition, the Company may at any
time and in its sole discretion, subject to any limitations described in the
Prospectus Supplement relating to such Debt Securities, determine not to have
any Debt Securities of a series represented by one or more Global Securities
and, in such event, will issue individual Debt Securities of such series in
definitive form in exchange for the Global Security or Securities representing
such series of Debt Securities. Further, if the Company so specifies with
respect to the Debt Securities of a series, an owner of a beneficial interest in
a Global Security representing Debt Securities of such series may, on terms
acceptable to the Company, the Trustee and the Depositary for such Global
Security, receive Debt Securities of such series in definitive form in exchange
for such beneficial interests, subject to any limitations described in the
Prospectus Supplement relating to such Debt Securities. In any such instance, an
owner of a beneficial interest in a Global Security will be entitled to physical
delivery in definitive form of Debt Securities of the series represented by such
Global Security equal in principal amount to such beneficial interest and to
have such Debt Securities registered in its name (if the Debt Securities of such
series are issuable as Registered Securities). Debt Securities of such series so
issued in definitive form will be issued (a) as Registered Securities in
denominations, unless otherwise specified by the Company, of $1,000 and integral
multiples thereof if the Debt Securities of such series are issuable as
Registered Securities, (b) as Bearer Securities in the denomination, unless
otherwise specified by the Company, of $5,000 if the Debt Securities of such
series are issuable as Bearer Securities or (c) as either Registered or Bearer
Securities, if the Debt Securities of such series are issuable in either form.
Certain restrictions may apply, however, on the issuance of a Bearer Security in
definitive form in exchange for an interest in a Global Security.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of, premium, if any, and any interest on Registered Securities will
be made at the office of such Paying Agent or Paying Agents as the Company may
designate from time to time, except that, at the option of the Company, payment
of any interest may be made (i) by check mailed to the address of the person
entitled thereto as such address shall appear in the applicable Note Register or
(ii) by wire transfer to an account maintained by the person entitled thereto as
specified in the applicable Note Register. Unless otherwise indicated in an
applicable Prospectus Supplement, payment of any installment of interest on
Registered Securities will be made to the person in whose name such Debt
Security is registered at the close of business on the Regular Record Date for
such payment.
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of, premium, if any, and any interest on Bearer Securities will be
payable, subject to any applicable laws and regulations, at the offices of such
Paying Agents outside the United States as the Company may designate from time
to time, at the option of the Holder, by check or by transfer to an account
maintained by the payee with a bank located outside the United States. Unless
otherwise indicated in an applicable Prospectus Supplement, payment of interest
on Bearer Securities will be made only against surrender of the coupon relating
to such Interest Payment Date. 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.
CONSOLIDATION, MERGER OR SALE OF ASSETS
Each Indenture provides that the Company may, without the consent of the
holders of any of the Debt Securities outstanding under the applicable
Indenture, consolidate with, merge into or transfer its assets substantially as
an entirety to any person, provided that (i) any such successor assumes the
Company's
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obligations on the applicable Debt Securities and under the applicable
Indenture, (ii) after giving effect thereto, no Event of Default (as defined in
the Senior Indenture) in the case of the Senior Securities, or Default (as
defined in the Subordinated Indenture) in the case of the Subordinated
Securities, shall have happened and be continuing and (iii) certain other
conditions under the applicable Indenture are met. Accordingly, any such
consolidation, merger or transfer of assets substantially as an entirety, which
meets the conditions described above, would not create any Event of Default or
Default which would entitle holders of the Debt Securities, or the Trustee on
their behalf, to take any of the actions described below under "Senior
Securities--Events of Default, Waivers, etc." or "Subordinated
Securities--Events of Default, Waivers, etc."
LEVERAGED AND OTHER TRANSACTIONS
Each Indenture and the Debt Securities do not contain, among other things,
provisions which would afford holders of the Debt Securities protection in the
event of a highly leveraged or other transaction involving the Company which
could adversely affect the holders of Debt Securities.
MODIFICATION OF THE INDENTURE; WAIVER OF COVENANTS
Each Indenture provides that, with the consent of the holders of not less
than a majority in aggregate principal amount of the outstanding Debt Securities
of each affected series, modifications and alterations of such Indenture may be
made which affect the rights of the holders of such Debt Securities; provided,
however, that no such modification or alteration may be made without the consent
of the holder of each Debt Security so affected which would, among other things,
(i) change the maturity of the principal of, or of any installment of interest
(or premium, if any) on, any Debt Security issued pursuant to such Indenture, or
reduce the principal amount thereof or any premium thereon, or change the method
of calculation of interest or the currency of payment of principal or interest
(or premium, if any) on, or reduce the minimum rate of interest thereon, or
impair the right to institute suit for the enforcement of any such payment on or
with respect to any such Debt Security, or reduce the amount of principal of an
Original Issue Discount Security that would be due and payable upon an
acceleration of the maturity thereof; or (ii) reduce the above-stated percentage
in principal amount of outstanding Debt Securities required to modify or alter
such Indenture.
REGARDING CHASE
Chase is the Trustee under both the Senior Indenture and the Subordinated
Indenture. Chase Manhattan Bank Delaware, an affiliate of Chase, serves as
trustee under the indenture with the Company relating to the Company's 9.875%
Subordinated Notes due March 1, 2009. In addition, the Company maintains other
banking relationships with Chase.
SENIOR SECURITIES
The Senior Securities will be direct, unsecured obligations of the Company
and will rank pari passu with all outstanding unsecured senior indebtedness of
the Company.
EVENTS OF DEFAULT, WAIVERS, ETC.
An Event of Default with respect to Senior Securities of any series is
defined in the Senior Indenture as (i) default in the payment of principal of or
premium, if any, on any of the Senior Securities of that series outstanding
under the Senior Indenture when due; (ii) default in the payment of interest on
any of the Senior Securities of that series outstanding under the Senior
Indenture when due and continuance of such default for 30 days; (iii) default in
the performance of any other covenant of the Company in the Senior Indenture
with respect to Senior Securities of such series and continuance of such default
for 90 days after written notice; (iv) certain events of bankruptcy, insolvency
or reorganization of the Company and (v) any other event that may be specified
in a Prospectus Supplement with respect to any series of Senior Securities.
If an Event of Default with respect to any series of Senior Securities for
which there are Senior Securities outstanding under the Senior Indenture occurs
and is continuing, either the applicable Trustee or the holders
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of not less than 25% in aggregate principal amount of the Senior Securities of
such series outstanding may declare the principal amount (or if such Senior
Securities are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) of all Senior Securities
of that series to be immediately due and payable. The holders of a majority in
aggregate principal amount of the Senior Securities of any series outstanding
under the Senior Indenture may waive an Event of Default resulting in
acceleration of such Senior Securities, but only if all Events of Default with
respect to Senior Securities of such series have been remedied and all payments
due (other than those due as a result of acceleration) have been made. If an
Event of Default occurs and is continuing, the applicable Trustee may, in its
discretion, and at the written request of holders of not less than a majority in
aggregate principal amount of the Senior Securities of any series outstanding
under the Senior Indenture and upon reasonable indemnity against the costs,
expenses and liabilities to be incurred in compliance with such request and
subject to certain other conditions set forth in the Senior Indenture shall,
proceed to protect the rights of the holders of all the Senior Securities of
such series. Prior to acceleration of maturity of the Senior Securities of any
series outstanding under the Senior Indenture, the holders of a majority in
aggregate principal amount of such Senior Securities may waive any past default
under the Senior Indenture except a default in the payment of principal of,
premium, if any, or interest on the Senior Securities of such series.
The Senior Indenture provides that upon the occurrence of an Event of
Default specified in clauses (i) or (ii) of the first paragraph under "--Events
of Defaults, Waivers, etc.", the Company will, upon demand of the applicable
Trustee, pay to it, for the benefit of the holder of any such Senior Security,
the whole amount then due and payable on such Senior Securities for principal,
premium, if any, and interest. The Senior Indenture further provides that if the
Company fails to pay such amount forthwith upon such demand, such Trustee may,
among other things, institute a judicial proceeding for the collection thereof.
The Senior Indenture also provides that notwithstanding any other provision
of the Senior Indenture, the holder of any Senior Security of any series shall
have the right to institute suit for the enforcement of any payment of principal
of, premium, if any, and interest on such Senior Securities when due and that
such right shall not be impaired without the consent of such holder.
The Company is required to file annually with the applicable Trustee a
written statement of officers as to the existence or non-existence of defaults
under the Senior Indenture or the Senior Securities.
SUBORDINATED SECURITIES
The Subordinated Securities will be direct, unsecured obligations of the
Company and, unless otherwise specified in the Prospectus Supplement relating to
a particular series of Subordinated Securities offered thereby, will be subject
to the subordination provisions described below.
SUBORDINATION
It is the intent of the Company that Subordinated Securities issued by the
Company be treated as capital for calculation of regulatory capital ratios. The
Federal Reserve has issued interpretations of its capital regulations
indicating, among other things, that subordinated debt of bank holding companies
issued on or after September 4, 1992 is includable in capital for calculation of
regulatory capital ratios only if the subordination of the debt meets certain
criteria and if the debt may be accelerated only for bankruptcy, insolvency and
similar matters (the "Subordination Interpretations"). Accordingly, the
Subordinated Indenture contains subordination and acceleration provisions for
the Subordinated Securities which are intended to be consistent with the
Subordination Interpretations. Subordinated debt of the Company issued after
September 4, 1992, which meets the Subordination Interpretations are referred to
herein as "New Subordinated Securities". Unless otherwise specified in the
Prospectus Supplement relating to a particular series of Subordinated Securities
offered thereby, Subordinated Securities offered pursuant to this Prospectus
will constitute New Subordinated Securities. See "Events of Default, Defaults,
Waivers, etc." below.
Upon any distribution of assets of the Company upon any dissolution,
winding up, liquidation or reorganization, the payment of the principal of,
premium, if any, and interest on the Subordinated Securities is
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to be subordinated in right of payment, to the extent provided in the
Subordinated Indenture, to the prior payment in full of all Senior Indebtedness.
In certain events of bankruptcy or insolvency, the payment of the principal of
and interest on the Subordinated Securities (and other New Subordinated
Securities) will, to the extent provided in the Subordinated Indenture, also be
effectively subordinated in right of payment to the prior payment in full of all
General Obligations (as defined below).
Upon any distribution of assets of the Company upon any dissolution,
winding up, liquidation or reorganization, the holders of Senior Indebtedness
will first be entitled to receive payment in full of all amounts due or to
become due before the holders of the Subordinated Securities will be entitled to
receive any payment in respect of the principal of, premium, if any, or interest
on the Subordinated Securities. If upon any such payment or distribution of
assets there remain, after giving effect to such subordination provisions in
favor of the holders of Senior Indebtedness, any amounts of cash, property or
securities available for payment or distribution in respect of the New
Subordinated Securities ("Excess Proceeds") and if, at such time, any creditors
in respect of General Obligations have not received payment in full of all
amounts due or to become due on or in respect of such General Obligations, then
such Excess Proceeds shall first be applied to pay or provide for the payment in
full of such General Obligations before any payment or distribution may be made
in respect of the New Subordinated Securities.
In addition, no payment may be made of the principal of, premium, if any,
or interest on the Subordinated Securities, or in respect of any redemption,
retirement, purchase or other acquisition of any of the Subordinated Securities,
at any time when (i) there is a default in the payment of the principal of,
premium, if any, interest on or otherwise in respect of any Senior Indebtedness
or (ii) any event of default with respect to any Senior Indebtedness has
occurred and is continuing, or would occur as a result of such payment on the
Subordinated Securities or any redemption, retirement, purchase or other
acquisition of any of the Subordinated Securities, permitting the holders of
such Senior Indebtedness to accelerate the maturity thereof. Except as described
above, the obligation of the Company to make payment of the principal of,
premium, if any, or interest on the Subordinated Securities will not be
affected.
By reason of such subordination in favor of the holders of Senior
Indebtedness, in the event of a distribution of assets upon any dissolution,
winding up, liquidation or reorganization, certain creditors of the Company who
are not holders of Senior Indebtedness or of the Subordinated Securities may
recover less, ratably, than holders of Senior Indebtedness and may recover more,
ratably, than holders of the Subordinated Securities. By reason of the
obligation of the holders of New Subordinated Securities to pay over any Excess
Proceeds to creditors in respect of General Obligations, in the event of a
distribution of assets upon any dissolution, winding up, liquidation or
reorganization, holders of Old Subordinated Securities (as defined herein) may
recover less, ratably, than creditors in respect of General Obligations and may
recover more, ratably, than the holders of New Subordinated Securities.
Subject to payment in full of all Senior Indebtedness, the holders of
Subordinated Securities will be
subrogated to the rights of the holders of Senior Indebtedness to receive
payments or distributions of cash, property or securities of the Company
applicable to Senior Indebtedness. Subject to payment in full of all General
Obligations, the holders of the New Subordinated Securities will be subrogated
to the rights of the creditors in respect of General Obligations to receive
payments or distributions of cash, property or securities of the Company
applicable to such creditors in respect of General Obligations.
Senior Indebtedness is defined in the Subordinated Indenture as the
principal of, premium, if any, and interest on (i) all of the Company's
indebtedness for money borrowed, other than the Subordinated Securities issued
under the Subordinated Indenture, the Company's 7.25% Subordinated Notes Due
August 1, 2002, the Company's 8.74% Subordinated Notes Due September 15, 2003,
the Company's 7.00% Subordinated Notes due July 15, 2005 (the "July 2005
Notes"), the Company's 9.875% Subordinated Notes Due March 1, 2009, the
Company's 10.00% Subordinated Notes Due August 15, 2010, the Company's 7.75%
Subordinated Debentures due on July 15, 2025 (the "July 2025 Debentures") and
the Company's 7.625% Subordinated Debentures due October 15, 2026 (the "October
2026 Debentures") (collectively, all of the foregoing notes and debentures are
hereinafter referred to as the "Existing Subordinated Indebtedness"), whether
outstanding on the date of execution of the Subordinated Indenture or thereafter
created, assumed or incurred, except such
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indebtedness as is by its terms expressly stated to be not superior in right of
payment to the subordinated securities issued under the Subordinated Indenture
or the Existing Subordinated Indebtedness or to rank pari passu with the
subordinated securities issued under the Subordinated Indenture or the Existing
Subordinated Indebtedness; and (ii) any deferrals, renewals or extensions of any
such Senior Indebtedness. The term "indebtedness for money borrowed" as used in
the prior sentence includes, without limitation, any obligation of, or any
obligation guaranteed by, the Company for the repayment of borrowed money,
whether or not evidenced by bonds, debentures, notes or other written
instruments, and any deferred obligation for the payment of the purchase price
of property or assets. There is no limitation on the issuance of additional
Senior Indebtedness of the Company.
The Subordinated Securities issued under the Subordinated Indenture, the
July 2005 Notes, the July 2025 Debentures and the October 2026 Debentures all
constitute New Subordinated Securities; all other Existing Subordinated
Indebtedness constitutes Old Subordinated Securities.
The Subordinated Securities rank and will rank pari passu with the Existing
Subordinated Indebtedness, subject to the obligations of the holders of
Subordinated Securities (and holders of other New Subordinated Securities) to
pay over any Excess Proceeds to creditors in respect of General Obligations.
Thus, in the event of a distribution of assets of the Company upon any
dissolution, winding up, liquidation or reorganization, the holders of the New
Subordinated Securities (including holders of the Subordinated Securities
offered hereby) may receive less, ratably, than holders of Old Subordinated
Securities.
Unless otherwise specified in the Prospectus Supplement relating to a
particular series of Subordinated Securities offered thereby, "General
Obligations" means all obligations of the Company to make payment on account of
claims in respect of derivative products such as interest and foreign exchange
rate contracts, commodity contracts and similar arrangements, other than (i)
obligations on account of Senior Indebtedness, (ii) obligations on account of
indebtedness for money borrowed ranking pari passu with or subordinate to the
Subordinated Securities and (iii) obligations which by their terms are expressly
stated not to be superior in right of payment to the Subordinated Securities or
to rank on parity with the Subordinated Securities; provided, however, that
notwithstanding the foregoing, in the event that any rule, guideline or
interpretation promulgated or issued by the Federal Reserve (or other competent
regulatory agency or authority), as from time to time in effect, establishes or
specifies criteria for the inclusion in regulatory capital of subordinated debt
of a bank holding company requiring that such subordinated debt be subordinated
to obligations to creditors in addition to those set forth above, then the term
"General Obligations" shall also include such additional obligations to
creditors, as from time to time in effect pursuant to such rules, guidelines or
interpretations. For purposes of this definition, "claim" shall have the meaning
assigned thereto in Section 101(4) of the Bankruptcy Code of 1978, as amended to
the date of the Subordinated Indenture.
LIMITED RIGHTS OF ACCELERATION
Unless otherwise specified in the Prospectus Supplement relating to any
series of Subordinated Securities, payment of principal of the Subordinated
Securities may be accelerated only in case of the bankruptcy, insolvency or
reorganization of the Company. There is no right of acceleration in the case of
a default in the payment of principal of, premium, if any, or interest on the
Subordinated Securities or the performance of any other covenant of the Company
in the Subordinated Indenture. Payment of principal of the Old Subordinated
Securities may be accelerated in the case of the bankruptcy, insolvency or
reorganization of the Company.
EVENTS OF DEFAULT, DEFAULTS, WAIVERS, ETC.
An Event of Default with respect to Subordinated Securities of any series
is defined in the Subordinated Indenture as certain events involving the
bankruptcy, insolvency or reorganization of the Company and any other Event of
Default provided with respect to Subordinated Securities of that series. A
Default with respect to Subordinated Securities of any series is defined in the
Subordinated Indenture as (i) an Event of Default with respect to such series,
(ii) default in the payment of the principal of or premium, if any, on any
Subordinated Security of such series when due, (iii) default in the payment of
interest upon any Subordinated
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<PAGE> 19
Security of such series when due and the continuance of such default for a
period of 30 days, (iv) default in the performance of any other covenant or
agreement of the Company in the Subordinated Indenture with respect to
Subordinated Securities of such series and continuance of such default for 90
days after written notice or (v) any other Default provided with respect to
Subordinated Securities of any series. If an Event of Default with respect to
any series of Subordinated Securities for which there are Subordinated
Securities outstanding under the Subordinated Indenture occurs and is
continuing, either the applicable Trustee or the holders of not less than 25% in
aggregate principal amount of the Subordinated Securities of such series may
declare the principal amount (or if such Subordinated Securities are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of that series) of all Subordinated Securities of that
series to be immediately due and payable. The holders of a majority in aggregate
principal amount of the Subordinated Securities of any series outstanding under
the Subordinated Indenture may waive an Event of Default resulting in
acceleration of such Subordinated Securities, but only if all Defaults have been
remedied and all payments due (other than those due as a result of acceleration)
have been made. If a Default occurs and is continuing, the Trustee may in its
discretion, and at the written request of holders of not less than a majority in
aggregate principal amount of the Subordinated Securities of any series
outstanding under the Subordinated Indenture and upon reasonable indemnity
against the costs, expenses and liabilities to be incurred in compliance with
such request and subject to certain other conditions set forth in the
Subordinated Indenture shall, proceed to protect the rights of the holders of
all the Subordinated Securities of such series. Prior to acceleration of
maturity of the Subordinated Securities of any series outstanding under the
Subordinated Indenture, the holders of a majority in aggregate principal amount
of such Subordinated Securities may waive any past default under the
Subordinated Indenture except a default in the payment of principal of, premium,
if any, or interest on the Subordinated Securities of such series.
The Subordinated Indenture provides that in the event of a Default
specified in clauses (ii) or (iii) of the immediately preceding paragraph in
payment of principal of, premium, if any, or interest on any Subordinated
Security of any series, the Company will, upon demand of the applicable Trustee,
pay to it, for the benefit of the holder of any such Subordinated Security, the
whole amount then due and payable on such Subordinated Security for principal,
premium, if any, and interest. The Subordinated Indenture further provides that
if the Company fails to pay such amount forthwith upon such demand, the
applicable Trustee may, among other things, institute a judicial proceeding for
the collection thereof.
The Subordinated Indenture also provides that notwithstanding any other
provision of the Subordinated Indenture, the holder of any Subordinated Security
of any series shall have the right to institute suit for the enforcement of any
payment of principal of, premium, if any, and interest on such Subordinated
Security on the respective Stated Maturities (as defined in the Subordinated
Indenture) expressed in such Subordinated Security and that such right shall not
be impaired without the consent of such holder.
The Company is required to file annually with the applicable Trustee a
written statement of officers as to the existence or non-existence of defaults
under the Subordinated Indenture or the Subordinated Securities.
DESCRIPTION OF DEBT WARRANTS
The Company may issue Debt Warrants for the purchase of Debt Securities.
Debt Warrants may be issued independently or together with any Securities
offered by any Prospectus Supplement and may be attached to or separate from
such Securities. The Debt Warrants are to be issued under warrant agreements
(each a "Debt Warrant Agreement") to be entered into between the Company and a
warrant agent which will be designated in the applicable Prospectus Supplement
(the "Debt Warrant Agent"), all as set forth in the Prospectus Supplement
relating to the particular issue of Debt Warrants (the "Offered Debt Warrants").
The Debt Warrant Agent will act solely as an agent of the Company in connection
with the Debt Warrants and will not assume any obligation or relationship of
agency or trust for or with any holders or beneficial owners of Debt Warrants.
The following summaries of certain provisions of the form of Debt Warrant
Agreement and form of certificate, if any, representing the Debt Warrants (the
"Debt Warrant Certificates"), do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all the provisions of the
Debt Warrant Agreement and the Debt Warrant Certificates, respectively,
including the definitions therein of
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<PAGE> 20
certain terms, which Agreement and Certificate, if any, will be filed as
exhibits to or incorporated by reference in the Registration Statement of which
this Prospectus forms a part.
If Debt Warrants are offered, the Prospectus Supplement will describe the
terms of the Offered Debt Warrants, the Debt Warrant Agreement relating to the
Offered Debt Warrants and, if applicable, the Debt Warrant Certificates,
including the following: (1) the offering price; (2) the currency or currency
unit in which the price for the Offered Debt Warrants may be payable; (3) the
designation, aggregate principal amount and terms of the Debt Securities
purchasable upon exercise of the Offered Debt Warrants; (4) if applicable, the
designation and terms of the Securities with which the Offered Debt Warrants are
issued and the number of Offered Debt Warrants issued with each such Security;
(5) if the Debt Securities purchasable upon exercise of Offered Debt Warrants
are denominated in a currency or currency unit other than U.S. dollars, the
denomination of such Debt Securities and the currency or units based on or
relating to currencies (including ECU) in which the principal of, premium, if
any, and interest on such Debt Securities will be payable; (6) if applicable,
the date on and after which the Offered Debt Warrants and the related Securities
will be separately transferable; (7) the principal amount of Debt Securities
purchasable upon exercise of an Offered Debt Warrant and the price at which, and
currency or currency units based on or relating to currencies (including ECU) in
which, such principal amount of Debt Securities may be purchased upon such
exercise; (8) the date on which the right to exercise the Offered Debt Warrants
shall commence and the date on which such right shall expire; (9) if applicable,
a discussion of certain Federal income tax, accounting and other special
considerations, procedures and limitations; (10) whether the Debt Warrants will
be represented by certificates or issued in book-entry form; and (11) any other
terms of the Offered Debt Warrants, including terms, procedures and limitations
relating to the exchange and exercise of the Offered Debt Warrants.
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DESCRIPTION OF CURRENCY WARRANTS
The Company may issue Currency Warrants which, upon exercise at a permitted
time or times in the future, entitle any holder thereof to receive the Cash
Settlement Value (as defined below) of two designated currencies. Currency
Warrants may be issued independently or together with any Securities offered by
any Prospectus Supplement and may be attached to or separate from such
Securities. The Currency Warrants are to be issued under warrant agreements
(each a "Currency Warrant Agreement") to be entered into between the Company and
a warrant agent which will be designated in the applicable Prospectus Supplement
(the "Currency Warrant Agent"), all as set forth in the Prospectus Supplement
relating to the particular issue of Currency Warrants (the "Offered Currency
Warrants"). The Currency Warrant Agent will act solely as an agent of the
Company in connection with the Currency Warrants and will not assume any
obligation or relationship of agency or trust for or with any holder or
beneficial owners of Currency Warrants. The following summaries of certain
provisions of the form of Currency Warrant Agreement and the form of
certificate, if any, representing the Currency Warrants (the "Currency Warrant
Certificates") do not purport to be complete and are subject to and are
qualified in their entirety by reference to all the provisions of the Currency
Warrant Agreement and the Currency Warrant Certificates, respectively, including
the definitions therein of certain terms, which Agreement and Certificate, if
any, will be filed as an exhibit to or incorporated by reference in the
Registration Statement of which this Prospectus forms a part.
The Currency Warrants will not require, or entitle, any holder thereof to
sell any foreign currency to the Company. The Company will make only a U.S.
dollar cash settlement upon exercise of a Currency Warrant and will not be
obligated to purchase or take delivery of any foreign currency from any holder
of a Currency Warrant.
The "Cash Settlement Value" of an exercised Currency Warrant will be an
amount stated in U.S. dollars which is the greater of (i) zero and (ii) an
amount equal to (a) the nominal amount of such Currency Warrant, minus (b) an
amount equal to the nominal amount of such Currency Warrant times a fraction,
the numerator of which is the Strike Price of such Currency Warrant and the
denominator of which is the Spot Rate of such Currency Warrant on the Exercise
Date. The "nominal amount" of a Currency Warrant refers to the principal amount,
expressed in U.S. dollars, of a currency (the "Base Currency") which is to be
compared to another currency (the "Second Currency") upon exercise of such
Currency Warrant. Unless otherwise specified in the applicable Prospectus
Supplement, the Base Currency shall be U.S. dollars. The "Strike Price" is the
designated rate of exchange of the Base Currency for the Second Currency which
the Company will specify in the Prospectus Supplement relating to the Offered
Currency Warrants. The "Spot Rate" refers to the floating rate of exchange of
the Base Currency for the Second Currency on any given date, as quoted by a
reference bank or banks or other institution at a designated time of day, such
source of quotations and time to be specified in the applicable Prospectus
Supplement. The "Exercise Date" refers to the effective date on which the holder
of a Currency Warrant exercises such Currency Warrant.
If Currency Warrants are offered, the Prospectus Supplement will describe
the terms of the Offered Currency Warrants, the Currency Warrant Agreement
relating to the Offered Currency Warrants and, if applicable, the Currency
Warrant Certificates, including the following: (1) the aggregate number of
Offered Currency Warrants; (2) the nominal amount of each Offered Currency
Warrant; (3) the price of the Offered Currency Warrants; (4) the Base Currency
and the Second Currency; (5) the Strike Price for the Offered Currency Warrants;
(6) the reference bank or banks or other institution and time of day to be used
to determine the Spot Rate; (7) the date on which the right to exercise the
Offered Currency Warrants shall begin and the date on which such right shall
terminate; (8) if applicable, the minimum or maximum amount of Offered Currency
Warrants which may be exercised at any one time; (9) the place or places at
which payment of the Cash Settlement Value is to be made by the Company; (10)
whether the Offered Currency Warrants will be represented by certificates or
issued in book-entry form; (11) the method by which the Offered Currency
Warrants are to be exercised; (12) the Federal income tax consequences and other
special considerations, procedures and limitations applicable to such Offered
Currency Warrants; and (13) any other terms of the Offered Currency Warrants,
including risk factors specifically relating to the Base Currency or Second
Currency and Currency Warrants relating to such currencies.
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DESCRIPTION OF STOCK-INDEX WARRANTS
The Company may issue Stock-Index Warrants which, upon exercise at a
permitted time or times in the future, entitle any holder thereof to receive an
amount of cash determined by references to increases and/or decreases in the
level of a specified stock index. Stock-Index Warrants may be issued
independently or together with other Securities offered by any Prospectus
Supplement and may be attached to or separate from such other Securities. The
Stock-Index Warrants are to be issued under one or more warrant agreements (each
a "Stock-Index Warrant Agreement") to be entered into between the Company and a
bank or trust company, as stock-index warrant agent which will be designated in
the applicable Prospectus Supplement (the "Stock-Index Warrant Agent"), all as
set forth in the Prospectus Supplement relating to the particular issue of
Stock-Index Warrants (the "Offered Stock-Index Warrants"). The Stock-Index
Warrant Agent will act solely as an agent of the Company in connection with the
Stock-Index Warrants and will not assume any obligation or relationship of
agency or trust for or with any holder or beneficial owners of Stock-Index
Warrants. The following summaries of certain provisions of the form of
Stock-Index Warrant Agreement and form of certificate, if any, representing the
Stock-Index Warrants (the "Stock-Index Warrant Certificates") do not purport to
be complete and are subject to, and are qualified in their entirety by reference
to, all the provisions of the Stock-Index Warrant Agreement and the Stock-Index
Warrant Certificates, respectively, including the definitions therein of certain
terms, which Agreement and Certificate, if any, will be filed as an exhibit to
or incorporated by reference in the Registration Statement of which this
Prospectus forms a part.
The Company may issue Stock -Index Warrants either in the form of
Stock-Index Put Warrants entitling the holders thereof to receive from the
Company the Stock-Index Cash Settlement Value (as described in the applicable
Prospectus Supplement) in U.S. dollars, which amount will be determined by
reference to the amount, if any, by which the Stock-Index Exercise Price (as
described in the applicable Prospectus Supplement) exceeds the closing value of
the Index on the valuation date (the "Index Value") at the time of exercise, or
in the form of Stock-Index Call Warrants entitling the holders thereof to
receive from the Company the Stock-Index Cash Settlement Value in U.S. dollars,
which amount will be determined by reference to the amount, if any, by which the
Index Value at the time of exercise exceeds the Stock-Index Exercise Price.
The Prospectus Supplement for the Offered Stock-Index Warrants will set
forth the formula pursuant to which the Stock-Index Cash Settlement Value will
be determined. In addition, if so specified in the applicable Prospectus
Supplement, following the occurrence of a Market Disruption Event (as defined
therein), the Stock-Index Cash Settlement Value may be determined on a different
basis than under normal exercise of a Stock-Index Warrant.
Unless otherwise indicated in the Prospectus Supplement, a Stock-Index
Warrant will be settled only in cash and, accordingly, will not require or
entitle a holder thereof to sell, deliver, purchase or take delivery of any
shares of any underlying stock or any other securities. The holders will not be
entitled to any of the rights of the holders of any underlying stock.
If Stock-Index Warrants are offered, the Prospectus Supplement will
describe the terms of the Offered Stock-Index Warrants, the Stock-Index Warrant
Agreement relating to the Offered Stock-Index Warrants and, if applicable, the
Stock-Index Warrant Certificates, including the following: (1) whether such
Stock-Index Warrants are Stock-Index Put Warrants, Stock-Index Call Warrants or
both; (2) the aggregate number of Offered Stock-Index Warrants; (3) the offering
price; (4) the stock index for the Offered Stock-Index Warrants, which may be
based on one or more U.S. or foreign stocks or a combination thereof and may be
a preexisting U.S. or foreign stock index compiled and published by a third
party or an index based on one or more underlying stock or stocks selected by
the Company solely in connection with the issuance of the Offered Stock-Index
Warrants, and certain information regarding such stock index and the underlying
stock or stocks; (5) the date on which the right to exercise the Offered
Stock-Index Warrants commences and the date on which such right expires; (6) the
procedures and conditions relating to exercise; (7) the circumstances, if any,
which will cause the Offered Stock-Index Warrants to be deemed to be
automatically exercised; (8) the minimum number, if any, of Stock-Index Warrants
to be exercised at any one time other than upon automatic exercise and any other
restrictions on exercise; (9) the maximum number, if any, of the
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Offered Stock-Index Warrants that may, subject to the Company's election, be
exercised by all owners (or by any person or entity) on any day; (10) the method
of providing for a substitute index or otherwise determining the amount payable
in connection with the exercise of the Offered Stock-Index Warrants if the stock
index changes or ceases to be made available by its publisher, which
determination will be made by an independent expert; (11) the national
securities exchange on which the Offered Stock-Index Warrants will be listed, if
any; (12) whether the Offered Stock-Index Warrants will be issued in
certificated or book-entry form; (13) the place or places at which payment of
the Stock-Index Cash Settlement Value is to be made by the Company; (14)
information with respect to book-entry procedures, if any; (15) the plan of
distribution of the Offered Stock-Index Warrants; (16) the identity of the
Stock-Index Warrant Agent; (17) any provisions permitting a holder of a
Stock-Index Warrant to condition a stock-index exercise notice on the absence of
certain specified changes in the Index Value after the Stock-Index Warrant
exercise date; and (18) any other terms of the Offered Stock-Index Warrants,
including risk factors specifically relating to fluctuations in the applicable
stock index and possible illiquidity in the secondary market.
Prospective purchasers of Stock-Index Warrants should be aware that special
U.S. Federal income tax, accounting and other considerations may be applicable
to instruments such as Stock-Index Warrants. The Prospectus Supplement relating
to any issue of Stock-Index Warrants will describe such considerations.
DESCRIPTION OF OTHER WARRANTS
The Company may issue Other Warrants, if permitted under applicable law, to
buy or sell debt securities of or guaranteed by the United States, to buy or
sell a commodity or a unit of a commodity index or to buy or sell some other
item or unit of an index other than indices covered by Stock-Index Warrants
(collectively, "Exercise Items"). Owners of Other Warrants will be entitled to
receive from the Company the cash settlement value in U.S. dollars of the right
to buy or sell the Exercise Items (the "Other Warrant Cash Settlement Value").
An Owner of Other Warrants will receive a cash payment upon exercise only if the
Other Warrants have an Other Warrant Cash Settlement Value in excess of zero at
that time.
Other Warrants may be issued independently or together with other
Securities offered by any Prospectus Supplement and may be attached to or
separate from such other Securities. The Other Warrants are to be issued under
one or more other warrant agreements (the "Other Warrant Agreements") to be
entered into between the Company and a bank or trust company, as warrant agent
which will be designated in the applicable Prospectus Supplement (the "Other
Warrant Agent"), all as set forth in the Prospectus Supplement relating to the
particular issue of Other Warrants. The Other Warrant Agent will act solely as
an agent of the Company in connection with the Other Warrants and will not
assume any obligation or relationship of agency or trust for or with any holder
or beneficial owners of the Other Warrants. The following summaries of certain
provisions of the form of Other Warrant Agreement and form of certificate, if
any, representing the Other Warrants (the "Other Warrant Certificates") do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all the provisions of the Other Warrant Agreement and the Other
Warrant Certificates, respectively, including the definitions therein of certain
terms which Agreement and Certificate, if any, will be filed as an exhibit to or
incorporated by reference in the Registration Statement of which this Prospectus
forms a part.
Unless otherwise indicated in the Prospectus Supplement, an Other Warrant
will be settled only in cash, in U.S. dollars, and accordingly, will not require
or entitle an owner thereof to sell, deliver, purchase or take delivery of any
Exercise Items.
If Other Warrants are offered, the applicable Prospectus Supplement will
describe the terms of such Other Warrants, including, where applicable, the
following: (1) the title and aggregate number of such Other Warrants; (2) the
offering price; (3) the Exercise Items that such Other Warrants represent the
right to buy or sell; (4) the procedures and conditions relating to exercise;
(5) the date on which the right to exercise the Other Warrants shall commence
and the date such right shall expire (the "Other Warrant Expiration Date"); (6)
the method of determining the Other Warrant Cash Settlement Value; (7) whether
such Other Warrants will be issued in certificated or book-entry form; (8)
whether such Other Warrants will be listed on a national securities exchange;
(9) information with respect to book-entry procedures, if any; (10) the identity
of the
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Other Warrant Agent; and (11) any other terms of such Other Warrants, including
risk factors relating to significant fluctuations in the market for the
applicable Exercise Item, the potential illiquidity of the secondary market and
the risk that the Other Warrants may expire worthless.
Prospective purchasers of Other Warrants should be aware that special U.S.
Federal income tax, accounting and other considerations may be applicable to
instruments such as Other Warrants. The Prospectus Supplement relating to any
issue of Other Warrants will describe such considerations.
DESCRIPTION OF PREFERRED STOCK
The following description of the terms of the Company's Class A Preferred
Stock and Class C Preferred Stock (collectively, the "Preferred Stock") sets
forth certain general terms and provisions of the Preferred Stock to which any
Prospectus Supplement may relate. Certain other terms of any series of Preferred
Stock offered by any Prospectus Supplement will be specified in the applicable
Prospectus Supplement. If so specified in the applicable Prospectus Supplement,
the terms of any series of Preferred Stock may differ from the terms set forth
below. The description of the terms of the Preferred Stock set forth below and
in any Prospectus Supplement does not purport to be complete and is subject to
and qualified in its entirety by reference to the terms and conditions of the
applicable series of Preferred Stock as described in an amendment to the
Company's Amended Articles of Incorporation (the "Articles of Incorporation"),
which will be filed as an exhibit to or incorporated by reference in the
Registration Statement of which this Prospectus forms a part.
As described under "Description of Depositary Shares" below, the Company
may, at its option, elect to offer depositary shares ("Depositary Shares")
evidenced by depositary receipts, each representing a fraction (to be specified
in the Prospectus Supplement relating to the particular series of Preferred
Stock) of a share of the particular series of the Preferred Stock issued and
deposited with a depositary, in lieu of offering full shares of such series of
the Preferred Stock.
Under interpretations adopted by the Federal Reserve, if the holders of
Preferred Stock of any series become entitled to vote for the election of
directors because dividends on such series are in arrears, such series may then
be deemed a "class of voting securities" and a holder of 25% or more of such
series (or a holder of 5% or more if it otherwise exercises a "controlling
influence" over the Company) may then be subject to regulation as a bank holding
company in accordance with the BHCA. In addition, at such time as such series is
deemed a class of voting securities, any other bank holding company may be
required to obtain the prior approval of the Federal Reserve to acquire 5% or
more of such series, and any person other than a bank holding company may be
required to obtain the prior approval of the Federal Reserve to acquire 10% or
more of such series.
CLASS A PREFERRED STOCK
Pursuant to the Articles of Incorporation, the Board of Directors of the
Company has the authority, without further shareholder action, to issue a
maximum of 10,000,000 shares of Class A Preferred Stock which are preferred
shares without par value. As of September 30, 1997, there were no shares of
Class A Preferred Stock issued and outstanding.
The shares of Class A Preferred Stock may be issued from time to time in
one or more series. All shares of Class A Preferred Stock shall be of equal rank
and shall be identical, except in respect of the matters that may be fixed by
the Board of Directors, and each share of each series shall be identical with
all other shares of such series, except as to the date from which dividends are
cumulative.
Reference is made to the Prospectus Supplement relating to the particular
series of Class A Preferred Stock offered thereby for specific terms, including:
(1) the designation of the series, which may be by distinguishing number, letter
or title; (2) the number of shares of the series; (3) the initial public
offering price at which such shares will be issued; (4) the dividend rate or
rates (or method of calculation), the dividend periods, the date on which
dividends shall be payable and whether such dividends shall be cumulative or
noncumulative and, if cumulative, the dates from which dividends shall commence
to cumulate; (5) the redemption rights and price or prices for shares of the
series; (6) sinking fund requirements, if any, for the
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<PAGE> 25
purchase or redemption of shares of the series; (7) the liquidation price
payable on shares of the series in the event of any liquidation, dissolution or
winding up of the affairs of the Company; (8) whether the shares of the series
shall be convertible into Common Stock or exchangeable for Debt Securities, and,
if so, the conversion or exchange price or prices, any adjustments thereof, and
all other terms and conditions upon which such conversion or exchange may be
made; (9) restrictions on the issuance of any Class or series; (10) whether the
Company has elected to offer Depositary Shares as described below under
"Description of Depositary Shares"; and (11) any additional dividend,
liquidation, redemption, sinking fund and other rights, preferences, privileges,
limitations and restrictions of such series of Class A Preferred Stock.
Except as otherwise required by law or the Articles of Incorporation, the
holders of the Class A Preferred Stock, voting together as a class with the
holders of the Common Stock and the holders of any other class or series of the
Company's preferred stock who are similarly entitled to vote, shall be entitled
to vote for the election of directors and all other matters.
During any period in which dividends on the Class A Preferred Stock are
cumulatively in arrears in the amount of six or more full quarterly dividends,
the holders of the Class A Preferred Stock, voting together as a class with the
holders of any other class or series of the Company's preferred stock who are
similarly entitled to vote, will have the right to elect two directors which two
directorships shall be in addition to that number of directors then determined
as constituting the number of members of the Board of Directors pursuant to the
Company's Code of Regulations.
The approval of a majority of the outstanding shares of Class A Preferred
Stock voting together as a single class shall be required in order to amend the
Articles of Incorporation to affect adversely the rights of the holders of the
Class A Preferred Stock or to take any action that would result in the creation
of or an increase in the number of authorized shares senior or superior with
respect to dividends or upon liquidation to the Class A Preferred Stock.
CLASS B PREFERRED STOCK
Pursuant to the Articles of Incorporation, the Board of Directors of the
Company has the authority, without further shareholder action, to issue a
maximum of 1,000,000 shares of Class B Preferred Stock which are preferred
shares without par value. As of June 30, 1997, there were no shares of Class B
Preferred Stock issued and outstanding. No shares of the Company's Class B
Preferred Stock are registered under or will be offered for sale pursuant to the
Registration Statement of which this Prospectus is a part.
CLASS C PREFERRED STOCK
Pursuant to the Articles of Incorporation, the Board of Directors of the
Company has the authority, without further shareholder action, to issue a
maximum of 24,000,000 shares of Class C Preferred Stock which are preferred
shares without par value. As of June 30, 1997, there were issued and outstanding
3,683,614 shares of a series of Class C Preferred Stock designated as the
"Series C $3.50 Cumulative Convertible Preferred Stock". See "--Description of
Existing Preferred Stock" herein.
The shares of Class C Preferred Stock may be issued from time to time in
one or more series. All shares of Class C Preferred Stock shall be of equal rank
and shall be identical, except in respect of the matters that may be fixed by
the Board of Directors, and each share of each series shall be identical with
all other shares of such series, except as to the date from which dividends are
cumulative.
Reference is made to the Prospectus Supplement relating to the particular
series of Class C Preferred Stock offered thereby for specific terms, including:
(1) the designation of the series, which may be by distinguishing number, letter
or title; (2) the number of shares of the series; (3) the initial public
offering price at which such shares will be issued; (4) the dividend rate or
rates (or method of calculation), the dividend periods, the date on which
dividends shall be payable and whether such dividends shall be cumulative or
noncumulative and, if cumulative, the dates from which dividends shall commence
to cumulate; (5) the redemption rights and price or prices for shares of the
series; (6) sinking fund requirements, if any, for the purchase or redemption of
shares of the series; (7) the liquidation price payable on shares of the series
in the
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<PAGE> 26
event of any liquidation, dissolution or winding up of the affairs of the
Company; (8) whether the shares of the series shall be convertible into Common
Stock or exchangeable for Debt Securities, and, if so, the conversion or
exchange price or prices, any adjustments thereof, and all other terms and
conditions upon which such conversion or exchange may be made; (9) restrictions
on the issuance of any class or series; (10) whether the Company has elected to
offer Depositary Shares as described below under "Description of Depositary
Shares"; and (11) any additional dividend, liquidation, redemption, sinking fund
and other rights, preferences, privileges, limitations and restrictions of such
series of Class C Preferred Stock.
The holders of the Class C Preferred Stock shall not be entitled to voting
rights except to the extent described below.
During any period in which dividends on the Class C Preferred Stock are
cumulatively in arrears in the amount of six or more full quarterly dividends,
the holders of the Class C Preferred Stock, voting together as a class with the
holders of any other class or series of the Company's preferred stock who are
similarly entitled to vote, will have the right to elect two directors which two
directorships shall be in addition to that number of directors then determined
as constituting the number of members of the Board of Directors pursuant to the
Company's Code of Regulations.
The approval of a majority of the outstanding shares of Class C Preferred
Stock voting together as a single class shall be required in order to amend the
Articles of Incorporation to affect adversely the rights of the holders of the
Class C Preferred Stock or to take any action that would result in the creation
of or an increase in the number of authorized shares senior or superior with
respect to dividends or upon liquidation to the Class C Preferred Stock.
ISSUED AND OUTSTANDING PREFERRED STOCK
Currently, the only series of Preferred Stock issued and outstanding is a
series of Class C Preferred Stock designated as the "Series C $3.50 Cumulative
Convertible Preferred Stock" ("Series C Preferred Stock"). Holders of Series C
Preferred Stock are entitled to receive out of funds legally available therefor
cumulative cash dividends at the annual rate of $3.50 per share payable
quarterly on the last day of March, June, September and December in each year.
If full cumulative dividends on outstanding shares of Series C Preferred Stock
have not been paid, no dividends may be declared or paid on, and no amounts may
be set aside or applied to the redemption or purchase of, any shares of Common
Stock or any other shares of capital stock of ranking junior to shares of Series
C Preferred Stock. Upon the voluntary or involuntary dissolution, liquidation or
winding up of the Company, holders of Series C Preferred Stock are entitled to
receive a preferential distribution of $50 per share plus accrued and unpaid
dividends, if any. The Series C Preferred Stock ranks on a parity as to payment
of dividends and with respect to distributions upon liquidation with the Class B
Preferred Stock.
At the option of the holder of any shares of Series C Preferred Stock, such
shares may be converted into shares of Common Stock at the conversion rate then
in effect. The present conversion rate is 1.928982 shares of Common Stock for
each share of Series C Preferred Stock and is subject to adjustment for stock
dividends, subdivisions, splits and combinations and for any distribution of
rights or warrants to purchase Common Stock at a price per share less than the
Common Stock's then-current market value.
The issued shares of Series C Preferred Stock may be redeemed, in whole or
in part, by the Company at its election at any time after April 15, 1995, at a
redemption price of $52.10 per share during the period from April 15, 1995, to
but not including March 31, 1996, and thereafter at the redemption prices during
the 12-month periods beginning on March 31 of the years shown below, plus
accrued and unpaid dividends, if any.
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<PAGE> 27
<TABLE>
<CAPTION>
YEAR REDEMPTION PRICE
----------------------------------------------------- ----------------
<S> <C>
1996................................................. $51.75
1997................................................. $51.40
1998................................................. $51.05
1999................................................. $50.70
2000................................................. $50.35
2001 and thereafter.................................. $50.00
</TABLE>
The Series C Preferred Stock is not subject to the operation of a sinking
fund.
DESCRIPTION OF DEPOSITARY SHARES
GENERAL
The Company may, at its option, elect to offer fractional shares of
Preferred Stock, rather than full shares of Preferred Stock. If such option is
exercised, the Company will issue to the public receipts for Depositary Shares,
each of which will represent a fraction (to be set forth in the Prospectus
Supplement relating to a particular series of Preferred Stock) of a share of a
particular series of Preferred Stock as described below.
The shares of any series of Preferred Stock represented by Depositary
Shares will be deposited under a Deposit Agreement (the "Deposit Agreement")
between the Company and a bank or trust company selected by the Company having
its principal office in the United States and having a combined capital and
surplus of at least $50,000,000 (the "Preferred Stock Depositary"). Subject to
the terms of the Deposit Agreement, each owner of a Depositary Share will be
entitled, in proportion to the applicable fraction of a share of Preferred Stock
represented by such Depositary Share, to all the rights and preferences of the
Preferred Stock represented thereby (including dividend, voting, redemption,
conversion and liquidation rights).
The Depositary Shares will be evidenced by depositary receipts issued
pursuant to the Deposit Agreement ("Depositary Receipts"). Depositary Receipts
will be distributed to those persons purchasing the fractional shares of
Preferred Stock in accordance with the terms of the offering. Copies of the
forms of Deposit Agreement and Depositary Receipt will be filed as exhibits to,
or incorporated by reference in, the Registration Statement of which this
Prospectus is a part, and the following summary is qualified in its entirety by
reference to such exhibits.
Pending the preparation of definitive engraved Depositary Receipts, the
Preferred Stock Depositary may, upon the written order of the Company, issue
temporary Depositary Receipts substantially identical to (and entitling the
holders thereof to all the rights pertaining to) the definitive Depositary
Receipts but not in definitive form. Definitive Depositary Receipts will be
prepared thereafter without unreasonable delay, and temporary Depositary
Receipts will be exchangeable for definitive Depositary Receipts at the
Company's expense.
Upon surrender of Depositary Receipts at the principal office of the
Preferred Stock Depositary (unless the related Depositary Shares have previously
been called for redemption), the owner of the Depositary Shares evidenced
thereby is entitled to delivery at such office, to or upon his order, of the
number of whole shares of Preferred Stock and any money or other property
represented by such Depositary Shares. Partial shares of Preferred Stock will
not be issued. If the Depositary Receipts delivered by the holder evidence a
number of Depositary Shares in excess of the number of Depositary Shares
representing a number of whole shares of Preferred Stock to be withdrawn, the
Preferred Stock Depositary will deliver to such holder at the same time a new
Depositary Receipt evidencing such excess number of Depositary Shares. Holders
of shares of Preferred Stock thus withdrawn will not thereafter be entitled to
deposit such shares under the Deposit Agreement or to receive Depositary Shares
therefor. The Company does not expect that there will be any public trading
market for withdrawn shares of Preferred Stock.
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<PAGE> 28
DIVIDENDS AND OTHER DISTRIBUTIONS
The Preferred Stock Depositary will distribute all cash dividends or other
cash distributions received in respect of the Preferred Stock to the record
holders of Depositary Shares relating to such Preferred Stock in proportion to
the numbers of such Depositary Shares owned by such holders. The Preferred Stock
Depositary shall distribute only such amount, however, as can be distributed
without attributing to any holder of Depositary Shares a fraction of one cent,
and any balance not so distributed shall be added to and treated as part of the
next sum received by the Preferred Stock Depositary for distribution to record
holders of Depositary Shares.
In the event of a distribution other than in cash, the Preferred Stock
Depositary will distribute property received by it to the record holders of
Depositary Shares entitled thereto, unless the Preferred Stock Depositary
determines that it is not feasible to make such distribution, in which case the
Preferred Stock Depositary may, with the approval of the Company, sell such
property and distribute the net proceeds from such sale to such holders.
REDEMPTION OF DEPOSITARY SHARES
If a series of Preferred Stock represented by Depositary Shares is subject
to redemption, the Depositary Shares will be redeemed from the proceeds received
by the Preferred Stock Depositary resulting from the redemption, in whole or in
part, of such series of Preferred Stock held by the Preferred Stock Depositary.
The Preferred Stock Depositary shall mail notice of redemption not less than 30
nor more than 60 days prior to the date fixed for redemption to the record
holders of the Depositary Shares to be so redeemed at their respective addresses
appearing in the Preferred Stock Depositary's books. The redemption price per
Depositary Share will be equal to the applicable fraction of the redemption
price per share payable with respect to such series of Preferred Stock. Whenever
the Company redeems shares of Preferred Stock held by the Preferred Stock
Depositary, the Preferred Stock Depositary will redeem as of the same redemption
date the number of Depositary Shares representing shares of Preferred Stock so
redeemed. If less than all the Depositary Shares are to be redeemed, the
Depositary Shares to be redeemed will be selected by lot or pro rata as may be
determined by the Preferred Stock Depositary.
After the date fixed for redemption, the Depositary Shares so called for
redemption will no longer be deemed to be outstanding and all rights of the
holders of the Depositary Shares will cease, except the right to receive the
moneys payable upon such redemption and any money or other property to which the
holders of such Depositary Shares were entitled upon such redemption upon
surrender to the Preferred Stock Depositary of the Depositary Receipts
evidencing such Depositary Shares.
VOTING THE PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of the Preferred
Stock are entitled to vote, the Preferred Stock Depositary will mail the
information contained in such notice of meeting to the record holders of the
Depositary Shares relating to such Preferred Stock. Each record holder of such
Depositary Shares on the record date (which will be the same date as the record
date for the Preferred Stock) will be entitled to instruct the Preferred Stock
Depositary as to the exercise of the voting rights pertaining to the amount of
the Preferred Stock represented by such holder's Depositary Shares. The
Preferred Stock Depositary will endeavor, insofar as practicable, to vote the
amount of the Preferred Stock represented by such Depositary Shares in
accordance with such instructions, and the Company will agree to take all action
which may be deemed necessary by the Preferred Stock Depositary in order to
enable the Preferred Stock Depositary to do so. The Preferred Stock Depositary
will abstain from voting shares of the Preferred Stock to the extent it does not
receive specific instructions from the holders of Depositary Shares representing
such Preferred Stock.
TAXATION
Owners of the Depositary Shares will be treated for Federal income tax
purposes as if they were owners of the series of Preferred Stock represented by
such Depositary Shares and, accordingly, will be entitled to take into account
for Federal income tax purposes income and deductions to which they would be
entitled if they
26
<PAGE> 29
were holders of such series of Preferred Stock. In addition, (i) no gain or loss
will be recognized for Federal income tax purposes upon the withdrawal of
Preferred Stock in exchange for Depositary Shares as provided in the Deposit
Agreement, (ii) the tax basis of each share of Preferred Stock to an exchanging
owner of Depositary Shares will, upon such exchange, be the same as the
aggregate tax basis of the Depositary Shares exchanged therefor and (iii) the
holding period for shares of the Preferred Stock in the hands of an exchanging
owner of Depositary Shares who held such Depositary Shares as a capital asset at
the time of the exchange thereof for Preferred Stock will include the period
during which such person owned such Depositary Shares.
AMENDMENT AND TERMINATION OF THE DEPOSITARY AGREEMENT
The form of Depositary Receipt evidencing the Depositary Shares and any
provision of the Deposit Agreement may at any time be amended by agreement
between the Company and the Preferred Stock Depositary. However, any amendment
which materially and adversely alters the rights of the holders of Depositary
Shares will not be effective unless such amendment has been approved by the
holders of at least a majority of the Depositary Shares then outstanding. The
Deposit Agreement may be terminated by the Company or the Preferred Stock
Depositary only if (i) all outstanding Depositary Shares have been redeemed or
(ii) there has been a final distribution in respect of the Preferred Stock in
connection with any liquidation, dissolution or winding up of the Company and
such distribution has been distributed to the holders of Depositary Receipts.
CHARGES OF PREFERRED STOCK DEPOSITARY
The Company will pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. The Company
will pay charges of the Preferred Stock Depositary in connection with the
initial deposit of the Preferred Stock and any redemption of the Preferred
Stock. Holders of Depositary Receipts will pay other transfer and other taxes
and governmental charges and such other charges as are expressly provided in the
Deposit Agreement to be for their accounts.
MISCELLANEOUS
The Preferred Stock Depositary will forward to the holders of Depositary
Shares all reports and communications from the Company which are delivered to
the Preferred Stock Depositary and which the Company is required to furnish to
the holders of the Preferred Stock.
Neither the Preferred Stock Depositary nor the Company will be liable if it
is prevented or delayed by law or any circumstance beyond its control in
performing its obligations under the Deposit Agreement. The obligations of the
Company and the Preferred Stock Depositary under the Deposit Agreement will be
limited to performance in good faith of their duties thereunder and they will
not be obligated to prosecute or defend any legal proceeding in respect of any
Depositary Shares or Preferred Stock unless satisfactory indemnity is furnished.
They may rely upon written advice of counsel or accountants, or information
provided by persons presenting Preferred Stock for deposit, holders of
Depositary Receipts or other persons believed to be competent and on documents
believed to be genuine.
RESIGNATION AND REMOVAL OF PREFERRED STOCK DEPOSITARY
The Preferred Stock Depositary may resign at any time by delivering to the
Company notice of its election to do so, and the Company may at any time remove
the Preferred Stock Depositary, any such resignation or removal to take effect
upon the appointment of a successor Preferred Stock Depositary and its
acceptance of such appointment. Such successor Preferred Stock Depositary must
be appointed within 60 days after delivery of the notice of resignation or
removal and must be a bank or trust company having its principal office in the
United States and having a combined capital and surplus of at least $50,000,000.
27
<PAGE> 30
DESCRIPTION OF PREFERRED STOCK WARRANTS
The Company may issue Preferred Stock Warrants for the purchase of
Preferred Stock. Preferred Stock Warrants may be issued independently or
together with other Securities offered by any Prospectus Supplement and may be
attached to or separate from such other Securities. Each series of Preferred
Stock Warrants will be issued under one or more warrant agreements (each a
"Preferred Stock Warrant Agreement") to be entered into between the Company and
a bank or trust company, as preferred stock warrant agent which will be
designated in the applicable Prospectus Supplement (the "Preferred Stock Warrant
Agent"), all as set forth in the Prospectus Supplement relating to the
particular issue of Preferred Stock Warrants. The Preferred Stock Warrant Agent
will act solely as an agent of the Company in connection with the Preferred
Stock Warrants and will not assume any obligation or relationship of agency or
trust for or with any holders of Preferred Stock Warrant Certificates or
beneficial owners of Preferred Stock Warrants. The following summaries of
certain provisions of the form of Preferred Stock Warrant Agreement and form of
certificate, if any, representing the Preferred Stock Warrants (the "Preferred
Stock Warrant Certificates") do not purport to be complete and are subject to
and are qualified in their entirety by reference to, all the provisions of the
Preferred Stock Warrant Agreement and the Preferred Stock Warrant Certificates
which Agreement and Certificate will be filed as an exhibit to or incorporated
by reference in the Registration Statement of which this Prospectus forms a
part.
If Preferred Stock Warrants are offered, the applicable Prospectus
Supplement will describe the terms of such Preferred Stock Warrants, the
Preferred Stock Warrant Agreement and, if applicable, the Preferred Stock
Warrant Certificates, including the following, where applicable: (1) the
offering price; (2) the designation, aggregate number and terms of the series of
Preferred Stock purchasable upon exercise of such Preferred Stock Warrants and
minimum number of Preferred Stock Warrants that are exercisable; (3) if
applicable, the designation and terms of the Securities with which such
Preferred Stock Warrants are being offered and the number of such Preferred
Stock Warrants being offered with each such Security; (4) if applicable, the
date on and after which such Preferred Stock Warrants and the related Securities
will be transferable separately; (5) the number and stated values of the series
of Preferred Stock purchasable upon exercise of each such Preferred Stock
Warrant and the price at which such number of shares of Preferred Stock of such
series may be purchased upon such exercise; (6) the date on which the right to
exercise such Preferred Stock Warrants shall commence and the date on which such
right shall expire ; (7) whether the Preferred Stock Warrants represented by the
Preferred Stock Warrant Certificates will be issued in registered or bearer
form; (8) information with respect to book-entry procedures, if any; and (9) any
other terms of such Preferred Stock Warrants for the purchase of shares of
Preferred Stock.
Preferred Stock Warrant Certificates may be exchanged for new Preferred
Stock Warrant Certificates of different denominations, may (if in registered
form) be presented for registration of transfer, and may be exercised at the
corporate trust office of the Preferred Stock Warrant Agent or any other office
indicated in the applicable Prospectus Supplement. Prior to the exercise of any
Preferred Stock Warrant, a holder thereof shall have no rights of a holder of
shares of the Preferred Stock purchasable upon such exercise, including the
right to receive payment of dividends, if any, on the underlying Preferred Stock
or the right to vote such underlying Preferred Stock.
Prospective purchasers of Preferred Stock Warrants should be aware that
special U.S. Federal income tax, accounting and other considerations may be
applicable to instruments such as Preferred Stock Warrants. The Prospectus
Supplement relating to any issue of Preferred Stock Warrants will describe such
considerations.
DESCRIPTION OF COMMON STOCK WARRANTS
The Company may issue Common Stock Warrants for the purchase of Common
Stock. Common Stock Warrants may be issued independently or together with other
Securities offered by any Prospectus Supplement and may be attached to or
separate from such Securities. Each series of Common Stock Warrants will be
issued under one or more warrant agreements (each a "Common Stock Warrant
Agreement") to be entered into between the Company and a bank or trust company,
as common stock warrant agent which will
28
<PAGE> 31
be designated in the applicable Prospectus Supplement (the "Common Stock Warrant
Agent"), all as set forth in the Prospectus Supplement relating to the
particular issue of Common Stock Warrants. The Common Stock Warrant Agent will
act solely as an agent of the Company in connection with the Common Stock
Warrants and will not assume any obligation or relationship of agency or trust
for or with any holders or beneficial owners of Common Stock Warrants. The
following summaries of certain provisions of the form of Common Stock Warrant
Agreement and certificate , if any, representing Common Stock Warrants (the
"Common Stock Warrant Certificates") do not purport to be complete and are
subject to and are qualified in their entirety by reference to, all the
provisions of the Common Stock Warrant Agreement and the Common Stock Warrant
Certificate which Agreement and Certificate will be filed as an exhibit to or
incorporated by reference in the Registration Statement which this Prospectus
forms a part of.
If Common Stock Warrants are offered, the related Prospectus Supplement
will describe the terms of such Common Stock Warrants, the Common Stock Warrant
Agreement and, if applicable, the Common Stock Warrant Certificates, including
the following, where applicable: (1) the offering price; (2) the aggregate
number of shares of Common Stock purchasable upon exercise of such Common Stock
Warrants and minimum number of Common Stock Warrants that are exercisable; (3)
if applicable, the designation and terms of the Securities with which such
Common Stock Warrants are being offered and the number of such Common Stock
Warrants being offered with each such Security; (4) if applicable, the date on
and after which such Common Stock Warrants and the related Securities will be
transferable separately; (5) the number of shares of Common Stock purchasable
upon exercise of each such Common Stock Warrant and the price at which such
number of shares of Common Stock may be purchased upon such exercise; (6) the
date on which the right to exercise such Common Stock Warrants shall commence
and the date on which such right shall expire; (7) whether the Common Stock
Warrants represented by the Common Stock Warrant Certificates will be issued in
registered or bearer form; (8) information with respect to book-entry
procedures, if any; and (9) any other terms of such Common Stock Warrants for
the purchase of shares of Common Stock.
Common Stock Warrant Certificates may be exchanged for new Common Stock
Warrant Certificates of different denominations, may (if in registered form) be
presented for registration of transfer, and may be exercised at the corporate
trust office of the Common Stock Warrant Agent or any other office indicated in
the applicable Prospectus Supplement. Prior to the exercise of any Common Stock
Warrant a holder thereof shall have no rights of a holder of shares of the
Common Stock purchasable upon such exercise, including the right to receive
payments of dividends, if any, on the Common Stock purchasable upon such
exercise or to exercise any applicable right to vote.
Prospective purchasers of Common Stock Warrants should be aware that
special U.S. Federal income tax, accounting and other considerations may be
applicable to instruments such as Common Stock Warrants. The Prospectus
Supplement relating to any issue of Common Stock Warrants will describe such
considerations.
DESCRIPTION OF COMMON STOCK
GENERAL
Pursuant to the Articles of Incorporation, the Board of Directors of the
Company has the authority, without further shareholder action, to issue a
maximum of 950,000,000 shares of Common Stock. As of June 30, 1997, there were
581,522,935 shares of Common Stock issued and outstanding.
Holders of Common Stock are entitled to receive dividends out of funds
legally available therefor as and if declared by the Board of Directors provided
that, so long as any shares of Preferred Stock are outstanding, no dividends
(other than dividends payable in Common Stock) or other distributions (including
redemptions and purchases) may be made with respect to the Common Stock unless
full cumulative dividends on the shares of Class A Preferred Stock, Class B
Preferred Stock and Class C Preferred Stock have been paid.
Holders of shares of Common Stock are entitled to one vote for each share
for the election of directors and on all other matters. Holders of Common Stock
vote together as a class with holders of Class A Preferred Stock and Class B
Preferred Stock. Generally, holders of Class C Preferred Stock have no voting
rights.
29
<PAGE> 32
The issued and outstanding shares of Common Stock are fully paid and
nonassessable. The holders of Common Stock are not entitled to preemptive rights
or conversion or redemption rights. The holders of Common Stock do not have
cumulative voting rights in the election of directors.
In the event of the voluntary or involuntary dissolution, liquidation or
winding up of the Company, holders of Common Stock will be entitled to receive,
pro rata, after satisfaction in full of the prior rights of creditors (including
holders of the Company's indebtedness) and holders of Preferred Stock, all the
remaining assets of the Company available for distribution.
The Company's Common Stock is listed on the New York Stock Exchange. Harris
Trust and Savings Bank, Chicago, Illinois, is the transfer agent and registrar
for the Common Stock.
SPECIAL VOTING REQUIREMENTS FOR CERTAIN TRANSACTIONS
Under Ohio law, a merger or consolidation by an Ohio corporation generally
requires the affirmative vote of holders of shares representing at least
two-thirds of the shareholder voting power of the corporation, unless the
corporation's articles of incorporation provide for approval by a different
proportion not less than a majority. The Articles of Incorporation generally
require only approval of holders of a majority of the outstanding shares for
such transactions.
Article Eleventh of the Articles of Incorporation incorporates, to a large
extent, the provisions of the Ohio control share acquisition statute (the "Ohio
Control Share Statute"), as set forth in Section 1701.831 of the Ohio Revised
Code. Article Eleventh sets forth procedures for obtaining shareholder consent
of "control share acquisitions" subject to the right of the Board of Directors
to screen out proposals that do not meet certain standards set forth in Article
Eleventh. Article Eleventh defines a "control share acquisition" as any
acquisition, directly or indirectly, of shares of the Company which, when added
to all other shares of the Company owned or controlled by the acquiror, would
entitle the acquiror, alone or with others, to exercise or direct the exercise
of voting power in the Company in the election of directors within any of the
following ranges of voting power: (i) one-fifth or more but less than one-third;
(ii) one-third or more but less than a majority; and (iii) a majority or more. A
bank, broker, nominee, trustee or other person who acquires shares in the
ordinary course of business for the benefit of others in good faith and not for
the purpose of circumventing Article Eleventh shall be deemed to have voting
power only of shares in respect of which such person would be able to exercise
or direct the exercise of votes without further instruction from others at a
meeting of shareholders called under Article Eleventh. A control share
acquisition which meets certain criteria set forth in Article Eleventh as
determined by the Board of Directors must be presented to a meeting of the
shareholders of the Company and approved by the affirmative vote of the holders
of both (a) a majority of the voting power represented at the meeting and (b) a
majority of that portion of such voting power excluding any "interested shares";
that is, those shares held by the acquiring person, executive officers of the
Company and employees of the Company who are also directors. Article Eleventh
may be amended by a vote of 85% of the votes entitled to be cast by all holders
of voting stock.
The Company's Articles also include a "fair price" provision that is
designed to provide reasonable assurances to shareholders that in the event any
shareholder or group of shareholders acquires 20% or more of the Company's
voting stock (the "Acquiror") and then seeks to acquire all or part of the
remaining voting stock through a merger or other transaction which would force a
change or termination of the other shareholders' ownership interests (a
"Business Combination"), such other shareholders must receive consideration at
least equivalent to the highest price paid by the Acquiror in acquiring its 20%
stock interest, unless the Business Combination is approved either (i) by a
majority of directors who are unrelated to the Acquiror or (ii) by the
affirmative vote of 75% of all the votes entitled to be cast by all holders of
voting stock and 67% of the votes entitled to be cast by all holders of voting
stock held by shareholders other than the Acquiror ("Special Shareholder Vote").
30
<PAGE> 33
This provision operates by requiring that after an Acquiror emerges, any
Business Combination which has the effect of requiring shareholders to surrender
their shares must satisfy one of the following conditions:
(i) Fair Consideration to Shareholders. The terms of the Business
Combination must provide for payment of consideration which is at least
equivalent to the highest price paid to other shareholders by the
Acquiror in acquiring its 20% stock position and must be approved by
shareholders as otherwise required by applicable law; or
(ii) Unrelated Director Approval. The Business Combination must be
approved as fair to shareholders by a majority of the directors who are
not affiliated with the Acquiror and who were directors before the
Acquiror acquired its 20% stock position or who were nominated or
elected to succeed such directors by the other unaffiliated directors
("Unrelated Directors") and must be approved by shareholders as
otherwise required by applicable law; or
(iii) Special Shareholder Vote. The Business Combination must be approved
by a Special Shareholder Vote.
Article Tenth of the Articles of Incorporation, which contains this
provision, may be amended only by a vote of 85% of the votes entitled to be cast
by all holders of voting stock, unless the amendment is approved unanimously by
the Unrelated Directors, in which case only majority shareholder approval would
be required.
Chapter 1704 of the Ohio Revised Code (the "Ohio Statute") is similar to
the "fair price" provision contained in the Articles of Incorporation. The Ohio
Statute prohibits an "Issuing Public Corporation" from engaging in a "Chapter
1704 Transaction" with an "Interested Shareholder" for a period of three years
following the date on which the person becomes an Interested Shareholder unless,
prior to such date, the directors of the Issuing Public Corporation approve
either the Chapter 1704 Transaction or the acquisition of shares pursuant to
which such person became an Interested Shareholder. After the initial three-year
moratorium has expired, an Issuing Public Corporation may engage in a Chapter
1704 Transaction if (i) the acquisition of shares pursuant to which the person
became an Interested Shareholder received the prior approval of the board of
directors of the Issuing Public Corporation, (ii) the Chapter 1704 Transaction
is approved by the affirmative vote of the holders of shares representing at
least two-thirds of the voting power of the Issuing Public Corporation and by
the holders of at least a majority of voting shares which are not beneficially
owned by an Interested Shareholder or an affiliate or associate of an Interested
Shareholder, or (iii) the Chapter 1704 Transaction meets certain statutory tests
designed to ensure that it be economically fair to all shareholders.
For this purpose, an "Issuing Public Corporation" is any Ohio corporation
with 50 or more shareholders that has its principal place of business, principal
executive offices or substantial assets within the State of Ohio. The Company
currently is an Issuing Public Corporation. An "Interested Shareholder" is any
person who is the beneficial owner of a sufficient number of shares to allow
such person, directly or indirectly, alone or with others, including affiliates
and associates, to exercise or direct the exercise of 10% of the voting power of
the Issuing Public Corporation. A "Chapter 1704 Transaction" includes any
merger, consolidation, combination or majority share acquisition between or
involving an Issuing Public Corporation and an Interested Shareholder or an
affiliate or associate of an Interested Shareholder. A Chapter 1704 Transaction
also includes certain transfers of property, dividends and issuance or transfers
of shares, from or by an Issuing Public Corporation or a subsidiary of an
Issuing Public Corporation to, with or for the benefit of an Interested
Shareholder or an affiliate or associate of an Interested Shareholder unless
such transaction is in the ordinary course of business of the Issuing Public
Corporation on terms no more favorable to the Interested Shareholder than those
acceptable to third parties as demonstrated by contemporaneous transactions.
Finally, Chapter 1704 Transactions include certain transactions which (i)
increase the proportionate share ownership of an Interested Shareholder, (ii)
result in the adoption of a plan or proposal for the dissolution, winding up of
the affairs or liquidation of the Issuing Public Corporation if such plan is
proposed by or on behalf of the Interested Shareholder or (iii) pledge or extend
the credit or financial resources of the Issuing Public Corporation to or for
the benefit of the Interested Shareholder.
31
<PAGE> 34
PLAN OF DISTRIBUTION
The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices (which may be changed from time
to time), at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. Each Prospectus
Supplement will describe the method of distribution of the Securities offered
therein.
The Company may sell Securities directly, through agents designated from
time to time, through underwriting syndicates led by one or more managing
underwriters or through one or more underwriters acting alone. Each Prospectus
Supplement will set forth the terms of the Securities to which such Prospectus
Supplement relates, including the name or names of any underwriters or agents
with whom the Company has entered into arrangements with respect to the sale of
such Securities, the public offering or purchase price of such Securities and
the net proceeds to the Company from such sale, any underwriting discounts and
other items constituting underwriters' compensation, any discounts and
commissions allowed or paid to dealers, if any, any commissions allowed or paid
to agents, and the securities exchange or exchanges, if any, on which such
Securities will be listed. Dealer trading may take place in certain of the
Securities, including Securities not listed on any securities exchange.
Securities may be purchased to be reoffered to the public through
underwriting syndicates led by one or more managing underwriters, or through one
or more underwriters acting alone. The underwriter or underwriters with respect
to each underwritten offering of Securities will be named in the Prospectus
Supplement relating to such offering and, if an underwriting syndicate is used,
the managing underwriter or underwriters will be set forth on the cover page of
such Prospectus Supplement. Unless otherwise set forth in the applicable
Prospectus Supplement, the obligations of the underwriters to purchase the
Securities will be subject to certain conditions precedent and each of the
underwriters with respect to a sale of Securities will be obligated to purchase
all of its Securities if any are purchased. Any initial public offering price
and any discounts or concession allowed or reallowed or paid to dealers may be
changed from time to time.
Securities may be offered and sold by the Company through agents designated
by the Company from time to time. Any agent involved in the offer and sale of
any Securities will be named, and any commissions payable by the Company to such
agent will be set forth, in the Prospectus Supplement relating to such offering.
Unless otherwise indicated in such Prospectus Supplement, any such agent will be
acting on a reasonable efforts basis for the period of its appointment.
Offers to purchase Securities may be solicited directly by the Company and
sales thereof may be made by the Company directly to institutional investors or
others who may be deemed to be underwriters within the meaning of the Securities
Act with respect to any resale thereof. The terms of any such sales will be
described in the Prospectus Supplement relating thereto. The Company may also
issue contracts under which the counterparty may be required to purchase
Securities. Such contracts would be issued with Securities in amounts, at prices
and on terms to be set forth in a Prospectus Supplement.
The anticipated place and time of delivery of Securities will be set forth
in the applicable Prospectus Supplement.
If so indicated in the applicable Prospectus Supplement, the Company will
authorize underwriters or agents to solicit offers by certain institutions to
purchase Securities from the Company pursuant to delayed delivery contracts
providing for payment and delivery at a future date. Institutions with which
such contracts may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and others, but in all cases such institutions must be approved by
the Company. Unless otherwise set forth in the applicable Prospectus Supplement,
the obligations of any purchaser under any such contract will not be subject to
any conditions except that (i) the purchase of the Securities shall not at the
time of delivery be prohibited under the laws of the jurisdiction to which such
purchaser is subject, and (ii) if the Securities are also being sold to
underwriters acting as principals for their own account, the underwriters shall
have purchased such Securities not sold for delayed delivery. The underwriters
and such other persons will not have any responsibility in respect of the
validity or performance of such contracts.
32
<PAGE> 35
Any underwriter or agent participating in the distribution of the
Securities may be deemed to be an underwriter, as that term is defined in the
Securities Act, of the Securities so offered and sold and any discounts or
commissions received by them from the Company and any profit realized by them on
the sale or resale of the Securities may be deemed to be underwriting discounts
and commissions under the Securities Act.
Underwriters and agents 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, or to contribution
with respect to payments which such underwriters or agents may be required to
make in respect thereof. Certain of any such underwriters and agents including
their associates, may be customers of, engage in transactions with and perform
services for, the Company and its subsidiaries in the ordinary course of
business. An affiliate of the Company may from time to time act as an agent or
underwriter in connection with the sale of the Securities to the extent
permitted by applicable law. The participation of such affiliate in the offer
and sale of the Securities will comply with Rule 2720 of the Conduct Rules of
the National Association of Securities Dealers, Inc. regarding the offer and
sale of securities of an affiliate.
This Prospectus and related Prospectus Supplements may be used by an
affiliate of the Company in connection with offers and sales related to
secondary market transactions in the Securities to the extent permitted by
applicable law. Such affiliate may act as principal or agent in such
transactions. Such sales will be made at prices related to prevailing market
prices at the time of sale.
LEGAL OPINIONS
Certain legal matters relating to the Securities offered hereby will be
passed upon for the Company by Steven Alan Bennett, Senior Vice President and
General Counsel of the Company, and for any underwriters, selling agents and
certain other purchasers by Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth
Avenue, New York, New York 10019. Mr. Bennett owns a number of shares of Common
Stock and holds options to purchase additional shares of Common Stock. Cravath,
Swaine & Moore performs legal services for the Company from time to time.
EXPERTS
The consolidated financial statements of the Company and its subsidiaries,
included in the Annual Report on Form 10-K of the Company for the fiscal year
ended December 31, 1996, as amended by Form 10-K/A filed March 21, 1997 and Form
10-K/A filed June 30, 1997, have been audited by Coopers & Lybrand L.L.P.,
independent accountants, as set forth in their report dated February 21, 1997
accompanying such financial statements, and are incorporated herein by reference
in reliance upon the report of such firm, which report is given upon their
authority as experts in accounting and auditing.
The supplemental consolidated balance sheets of the Company and its
subsidiaries as of December 31, 1996 and 1995, and the related supplemental
consolidated statements of income, changes in stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1996,
included in the Current Report on Form 8-K of the Company filed August 29, 1997,
as amended by Form 8-K/A filed September 2, 1997, have been audited by Coopers &
Lybrand L.L.P., independent accountants, as set forth in their report dated
August 28, 1997 accompanying such supplemental financial statements, and are
incorporated herein by reference in reliance upon the report of such firm, which
report is given upon their authority as experts in accounting and auditing.
Any financial statements and schedules hereafter incorporated by reference
in the registration statement of which this prospectus is a part that have been
audited and are the subject of a report by independent accountants will be so
incorporated by reference in reliance upon such reports and upon the authority
of such firms as experts in accounting and auditing to the extent covered by
consents filed with the Commission.
33
<PAGE> 36
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
SEC Filing Fee........................................................... $1,212,122
Rating Agency Fees....................................................... 800,000*
Legal Fees and Expenses.................................................. 100,000*
Trustees' Fees and Expenses.............................................. 150,000*
Printing and Engraving Expenses.......................................... 200,000*
Accounting Fees and Expense.............................................. 320,000*
Miscellaneous Expenses................................................... 17,878*
-----------
Total.......................................................... $2,800,000*
===========
</TABLE>
- ---------------
* Estimated
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1701.13(E) of the Ohio General Corporation Law sets forth
provisions which define the extent to which a corporation may indemnify
directors, officers and employees. Those provisions have been adopted by the
Registrant in Article V of Registrant's Code of Regulations. Article V provides
for the indemnification or the purchase of insurance for the benefit of the
directors, officers, employees and agents of the Registrant in the event such
persons are subject to legal action as a result of actions in their capacities
as directors, officers, employees or agents of the Registrant. The Registrant
has entered into indemnification agreements with its directors and executive
officers that provide for indemnification unless the indemnitee's conduct is
finally judged by a court to be knowingly fraudulent, deliberately dishonest or
willful misconduct. The Registrant may indemnify other officers, employees or
agents, provided such persons acted in good faith and in a manner which they
reasonably believed to be in or not opposed to the best interests of the
Registrant or, with respect to criminal actions, had no reason to believe was
unlawful.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ----------- ----------------------------------------------------------------------------------
<C> <S>
1.1 Form of Debt Securities Underwriting Agreement (incorporated by reference to
Exhibit 1.1 to the Registrant's Registration Statement on Form S-3, File No.
33-60807).
1.2 Form of Debt Securities Distribution Agreement (incorporated by reference to
Exhibit 1.2 to the Registrant's Registration Statement on Form S-3 (File No.
333-22413).
1.3 Form of Warrant Underwriting Agreement.**
1.4 Form of Preferred Stock Underwriting Agreement.**
1.5 Form of Common Stock Underwriting Agreement.**
3.1 Amended Articles of Incorporation of the Registrant (incorporated by reference to
Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed July 14, 1997).
3.2 Code of Regulations of the Registrant (incorporated by reference to Exhibit 3.2 to
the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991).
4.1 Form of Indenture relating to senior securities between the Registrant and The
Chase Manhattan Bank, as trustee (incorporated by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-3 (File No. 333-22413).
</TABLE>
II-1
<PAGE> 37
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ----------- ----------------------------------------------------------------------------------
<C> <S>
4.2 Form of Indenture relating to subordinated securities between the Registrant and
The Chase Manhattan Bank, as trustee (incorporated by reference to Exhibit 4.2 to
the Registrant's Registration Statement on Form S-3 (File No. 333-22413).
4.3 Form of Senior Note.
4.4 Form of Subordinated Note.
4.5 Form of Senior Medium-Term Note (Fixed Rate).
4.6 Form of Senior Medium-Term Note (Floating Rate).
4.7 Form of Subordinated Medium-Term Note (Fixed Rate).
4.8 Form of Subordinated Medium-Term Note (Floating Rate).
4.9 Form of Debt Warrant Agreement (for Warrants attached to Debt Securities,
including form of Debt Warrant Certificate).**
4.10 Form of Debt Warrant Agreement (for Warrants not attached to Debt Securities,
including form of Debt Warrant Certificate).**
4.11 Form of Currency Warrant Agreement (including form of Global Warrant
Certificate).**
4.12 Form of Stock Index Warrant Agreement (including form of Stock Index Warrant
Certificate).**
4.13 Form of Other Warrant Agreement (including form of Other Warrant Certificate).**
4.14 Form of Deposit Agreement, with form of Depositary Receipt as an exhibit
thereto.**
4.15 Form of Preferred Stock Warrant Agreement (including form of Preferred Stock
Warrant Certificate).**
4.16 Form of Common Stock Warrant Agreement (including form of Common Stock Warrant
Certificate).**
5 Opinion of Steven Alan Bennett, Esq., Senior Vice President and General Counsel of
the Registrant, including consent.
12 Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to
Exhibit 12 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997).
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Steven Alan Bennett, Esq., Senior Vice President and General Counsel of
the Registrant (included in Exhibit 5).
24 Powers of Attorney (included elsewhere in Part II of this Registration Statement).
25.1 Form T-1 Statement of Eligibility of The Chase Manhattan Bank under the Trust
Indenture Act of 1939 with respect to senior Debt Securities.
25.2 Form T-1 Statement of Eligibility of The Chase Manhattan Bank under the Trust
Indenture Act of 1939 with respect to subordinated Debt Securities.
</TABLE>
- ---------------
* Previously filed.
** To be incorporated by reference herein in connection with the offering of
each series of Securities.
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: (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
II-2
<PAGE> 38
the aggregate, represent a fundamental change in the information set forth
in the registration statement (notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement); 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. Provided, however, that (1)(i)
and (1)(ii) do not apply if the information required to be included in a
post-effective amendment by those items is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference to this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(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.
(5) 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
under 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
against the Registrant by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
(6) To file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of Section 310 of
the Trust Indenture Act in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the Trust Indenture
Act.
II-3
<PAGE> 39
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 this Registration Statement and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbus, State of Ohio, on October 21, 1997.
BANC ONE CORPORATION
By: /s/ STEVEN ALAN BENNETT
------------------------------------
Steven Alan Bennett
Senior Vice President and General
Counsel
POWER OF ATTORNEY
We, the undersigned officers and directors of BANC ONE CORPORATION, hereby
severally constitute and appoint Steven Alan Bennett, William P. Boardman, Bobby
L. Doxey, Richard D. Lodge or Michael J. McMennamin and each of them our true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for us and in our stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement and all documents relating thereto, and any subsequent registration
statement filed by BANC ONE CORPORATION pursuant to Rule 462(b) of the
Securities Act of 1933, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
necessary or advisable to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
WITNESS our hands and common seal on the dates set forth below.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ---------------------------- -------------------
<C> <S> <C>
/s/ JOHN B. MCCOY Chairman of the Board October 21, 1997
- --------------------------------------------- (Principal Executive
John B. McCoy Officer and Director)
/s/ RICHARD J. LEHMANN President and Director October 21, 1997
- ---------------------------------------------
Richard J. Lehmann
/s/ MICHAEL J. MCMENNAMIN Executive Vice President October 21, 1997
- --------------------------------------------- (Principal Financial
Michael J. McMennamin Officer)
/s/ BOBBY L. DOXEY Controller (Principal October 21, 1997
- --------------------------------------------- Accounting Officer)
Bobby L. Doxey
/s/ BENNETT DORRANCE Director October 21, 1997
- ---------------------------------------------
Bennett Dorrance
/s/ CHARLES E. EXLEY Director October 21, 1997
- ---------------------------------------------
Charles E. Exley
</TABLE>
II-4
<PAGE> 40
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ---------------------------- -------------------
<C> <S> <C>
/s/ E. GORDON GEE Director October 21, 1997
- ---------------------------------------------
E. Gordon Gee
/s/ JOHN R. HALL Director October 21, 1997
- ---------------------------------------------
John R. Hall
/s/ LABAN P. JACKSON, JR. Director October 21, 1997
- ---------------------------------------------
Laban P. Jackson, Jr.
/s/ JOHN G. MCCOY Director October 21, 1997
- ---------------------------------------------
John G. McCoy
/s/ THEKLA R. SHACKELFORD Director October 21, 1997
- ---------------------------------------------
Thekla R. Shackelford
/s/ ALEX SHUMATE Director October 21, 1997
- ---------------------------------------------
Alex Shumate
/s/ FREDERICK P. STRATTON, JR. Director October 21, 1997
- ---------------------------------------------
Frederick P. Stratton, Jr.
/s/ JOHN C. TOLLESON Director October 21, 1997
- ---------------------------------------------
John C. Tolleson
/s/ ROBERT D. WALTER Director October 21, 1997
- ---------------------------------------------
Robert D. Walter
</TABLE>
II-5
<PAGE> 1
Exhibit 4.3
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
THESE SECURITIES ARE NOT SAVINGS OR DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS OF ANY
BANK OR NONBANK SUBSIDIARY OF BANC ONE CORPORATION AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER
GOVERNMENTAL AGENCY.
BANC ONE CORPORATION
% SENIOR NOTE DUE
REGISTERED CUSIP
No. R-
BANC ONE CORPORATION, an Ohio corporation (herein called the "Company,"
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
or registered assigns, the principal sum of ($ )
on (the "Maturity Date"), and to pay interest on said principal sum on
and (individually referred to as an
"Interest Payment Date" and collectively as the "Interest Payment Dates"),
commencing , , at the rate of % per annum, computed on the basis of a 360-day
year consisting of twelve 30-day months, from , , or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
until the principal hereof is paid or made available for payment. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose name
this Note (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
and (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date, provided that interest payable on the
Maturity Date shall be payable to the Person to whom the principal hereof is
payable. In the event any Interest Payment Date or the Maturity Date is not a
Business Day, principal and interest will be paid on the next succeeding
Business Day with the same force and effect as if made on such date and no
interest on such payment will accrue from and after such date. Any such interest
not so punctually paid or duly provided for shall forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to the Holder
of this Note not less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements of
any securities
<PAGE> 2
exchange upon which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in such Indenture. Payment
of the principal of and interest on this Note due on the Maturity Date will be
made in immediately available funds upon presentation of this Note; provided,
that it is presented to the Paying Agent in time for the Paying Agent to make
such payment in such funds in accordance with its normal procedures. For the
purposes of this Note, "Business Day" means any day, other than a Saturday or
Sunday, on which banking institutions in The City of New York and the City of
Columbus, Ohio are open for business. Payment of the principal of and interest
on this Note will be made at the office or agency of the Company maintained for
that purpose in The City of New York, New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that, at the option of the
Company, payment of interest (other than interest payable on the Maturity Date)
may be paid by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register at the close of business on
the Regular Record Date.
This Note is one of a duly authorized issue of senior notes of the series
designated above of the Company (herein called the "Notes"), issued and to be
issued under an indenture dated as of March 3, 1997 for senior debt securities
(the "Indenture"), between the Company and The Chase Manhattan Bank, as trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. This Note is one of the series designated above,
limited (except as provided in the Indenture) in aggregate principal amount to $
.
The Notes are not redeemable prior to maturity.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series under the
Indenture to be affected at any time by the Company with the consent of the
Holders of a majority in principal amount of the Securities at the time
Outstanding of all series to be affected (acting as one class). The Indenture
also contains provisions permitting the Holders of a majority in principal
amount of the Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company which is
absolute and unconditional to pay the principal of and interest on this Note at
the times, places and rate, and in the coin or currency herein and in the
Indenture prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registerable in the Security Register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in any place where the principal of and interest
on this Note are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more
<PAGE> 3
new Notes of authorized denominations and for the same aggregate principal
amount will be issued to the designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the Holder surrendering the same.
The Notes are issuable in the form of one or more Global Securities and
shall be exchangeable for definitive Notes only in the circumstances specified
in Section 3.05 of the Indenture (other than the tenth paragraph thereof). The
Depositary for the Notes shall be The Depository Trust Company.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
This Note shall be construed in accordance with and governed by the laws
of the State of New York.
All terms not defined herein shall have the respective meanings ascribed
to them in the Indenture referred to herein.
Unless the certificate of authentication hereon has been manually executed
by or on behalf of the Trustee under such Indenture, this Note shall not be
entitled to any benefits under such Indenture or be valid or obligatory for any
purpose.
<PAGE> 4
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.
BANC ONE CORPORATION
Dated:
By
Title:
ATTEST:
By
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
as Trustee
By
Authorized Officer
<PAGE> 5
-----------------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT --as tenants by the entireties
JT ENT -- as joint tenants and not as tenants in common
UNIF GIFT MIN ACT Custodian
-----------------------------------
(Cust) (Minor)
under Uniform Gift to Minors Act
-------------------------------------
(State)
Additional abbreviations may be used though not in the above list.
------------------------
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
- ------------------------------------
- -------------------------------------------------------------------------------
Name and address of assignee, including zip code, must be printed or typewritten
- -------------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing
_______________________________________________________________________Attorney
to transfer said Note on the books of the within Company, with full power of
substitution in the premises.
Dated:
- ---------------------------------- -----------------------------------
------------------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Note in every particular, without alteration
or enlargement or any change whatever and must be guaranteed by an eligible
guarantor institution (banks, stockbrokers, savings and loan associations and
credit unions with membership in an approved signature guarantee medallion
program) pursuant to SEC Rule 17Ad-15.
<PAGE> 1
Exhibit 4.4
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
THESE SECURITIES ARE NOT SAVINGS OR DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS OF ANY
BANK OR NONBANK SUBSIDIARY OF BANC ONE CORPORATION AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER
GOVERNMENTAL AGENCY.
BANC ONE CORPORATION
% SUBORDINATED NOTE DUE
REGISTERED CUSIP
No. R-
BANC ONE CORPORATION, an Ohio corporation (herein called the "Company,"
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
or registered assigns, the principal sum of ($ )
on (the "Maturity Date"), and to pay interest on said principal sum on
and (individually referred to as an
"Interest Payment Date" and collectively as the "Interest Payment Dates"),
commencing , , at the rate of % per annum, computed on the basis
of a 360-day year consisting of twelve 30-day months, from , ,
or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the and (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date, provided that
interest payable on the Maturity Date shall be payable to the Person to whom
the principal hereof is payable. In the event any Interest Payment Date or the
Maturity Date is not a Business Day, principal and interest will be paid on the
next succeeding Business Day with the same force and effect as if made on
such date and no interest on such payment will accrue from and after such date.
Any such interest not so punctually paid or duly provided for shall forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to the Holder of this Note not less than 10 days prior
to such Special Record Date, or be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities
<PAGE> 2
exchange upon which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in such Indenture. Payment
of the principal of and interest on this Note due on the Maturity Date will be
made in immediately available funds upon presentation of this Note; provided,
that it is presented to the Paying Agent in time for the Paying Agent to make
such payment in such funds in accordance with its normal procedures. For the
purposes of this Note, "Business Day" means any day, other than a Saturday or
Sunday, on which banking institutions in The City of New York and the City of
Columbus, Ohio are open for business. Payment of the principal of and interest
on this Note will be made at the office or agency of the Company maintained for
that purpose in The City of New York, New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that, at the option of the
Company, payment of interest (other than interest payable on the Maturity Date)
may be paid by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register at the close of business on
the Regular Record Date.
This Note is one of a duly authorized issue of subordinated notes of the
series designated above of the Company (herein called the "Notes"), issued and
to be issued under an indenture dated as of March 3, 1997 for subordinated debt
securities (the "Indenture"), between the Company and The Chase Manhattan Bank,
as trustee (herein called the "Trustee", which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Notes and of the terms upon which the Notes are,
and are to be, authenticated and delivered. This Note is one of the series
designated above, limited (except as provided in the Indenture) in aggregate
principal amount to $ .
The Notes are not redeemable prior to maturity.
The indebtedness of the Company evidenced by the Notes, including the
principal thereof and interest thereon, is, to the extent and in the manner set
forth in the Indenture, subordinate and junior in right of payment to its
obligations to holders of Senior Indebtedness (as defined in the Indenture) and
creditors in respect of General Obligations (as defined in the Indenture), and
each Holder of Notes, by the acceptance thereof, agrees to and shall be bound by
such provisions of the Indenture.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture. There is no right of
acceleration of the payment of principal of the Notes upon a default in the
payment of interest on the Notes or in the performance of any covenant of the
Company in the Indenture or the Notes.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series under the
Indenture to be affected at any time by the Company with the consent of the
Holders of a majority in principal amount of the Securities at the time
Outstanding of all series to be affected (acting as one class). The Indenture
also contains provisions permitting the Holders of a majority in principal
amount of the Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note.
<PAGE> 3
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company which is
absolute and unconditional to pay the principal of and interest on this Note at
the times, places and rate, and in the coin or currency herein and in the
Indenture prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registerable in the Security Register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in any place where the principal of and interest
on this Note are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes of authorized denominations and for
the same aggregate principal amount will be issued to the designated transferee
or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the Holder surrendering the same.
The Notes are issuable in the form of one or more Global Securities and
shall be exchangeable for definitive Notes only in the circumstances specified
in Section 3.05 of the Indenture (other than the tenth paragraph thereof). The
Depositary for the Notes shall be The Depository Trust Company.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
This Note shall be construed in accordance with and governed by the laws
of the State of New York.
All terms not defined herein shall have the respective meanings ascribed
to them in the Indenture referred to herein.
Unless the certificate of authentication hereon has been manually executed
by or on behalf of the Trustee under such Indenture, this Note shall not be
entitled to any benefits under such Indenture or be valid or obligatory for any
purpose.
<PAGE> 4
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.
BANC ONE CORPORATION
Dated:
By
Title:
ATTEST:
By
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
as Trustee
By
Authorized Officer
<PAGE> 5
-----------------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT --as tenants by the entireties
JT ENT -- as joint tenants and not as tenants in common
UNIF GIFT MIN ACT Custodian
-----------------------------------
(Cust) (Minor)
under Uniform Gift to Minors Act
--------------------------------------
(State)
Additional abbreviations may be used though not in the above list.
--------------------------
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
- ------------------------------------
- --------------------------------------------------------------------------------
Name and address of assignee, including zip code, must be printed or typewritten
- --------------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing
______________________________________________________________________Attorney
to transfer said Note on the books of the within Company, with full power of
substitution in the premises.
Dated:
- --------------------------------------- -------------------------------
-------------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Note in every particular, without alteration
or enlargement or any change whatever and must be guaranteed by an eligible
guarantor institution (banks, stockbrokers, savings and loan associations and
credit unions with membership in an approved signature guarantee medallion
program) pursuant to SEC Rule 17Ad-15.
<PAGE> 1
Exhibit 4.5
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
BANC ONE CORPORATION
MEDIUM-TERM NOTE DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
(Senior, Fixed Rate)
CUSIP
REGISTERED PRINCIPAL AMOUNT
No. $
INTEREST RATE: ORIGINAL ISSUE DATE:
MATURITY DATE: INTEREST PAYMENT DATES:
REDEEMABLE ON OR AFTER: REGULAR RECORD DATES:
OPTIONAL REPAYMENT DATE(S): OTHER PROVISIONS:
BANC ONE CORPORATION, an Ohio corporation (herein called the "Company,"
which term includes any successor corporation under the Indenture referred to on
the reverse hereof), for value received, hereby promises to pay to
or registered assigns, the principal sum of
DOLLARS
on the Maturity Date shown above, and to pay interest thereon at the rate per
annum shown above, computed on the basis of a 360-day year consisting of twelve
30-day months, until the principal hereof is paid or made available for payment.
The Company will pay interest on each Interest Payment Date shown above,
commencing with the Interest Payment Date immediately following the Original
Issue Date shown above, and on the Maturity Date shown above. Interest on this
Note will accrue from the most recent date to which interest has been paid or
duly provided for or, if no interest has been paid or duly provided for, from
the Original Issue Date shown above. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on the Regular Record
Date shown above (whether or not a Business Day), next preceding the related
Interest Payment Date, provided that interest payable on the Maturity Date shown
above or upon repayment or redemption shall be payable to the Person to whom the
principal hereof is payable. In the event any Interest Payment Date or the
Maturity Date is not a Business Day, payment of principal, premium, if any, and
interest with respect to this Note will be paid on the next succeeding Business
Day with the same force and effect as if made on such date and no interest on
such payment will accrue from and after such date. Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Note (or one or more Predecessor Notes) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to the Holder of this
Note not less than 10 days prior to such Special Record Date, or be paid at
<PAGE> 2
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange upon which the Notes of the series shown above may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in such Indenture. Payment of the principal of and interest on
this Note due on the Maturity Date or upon repayment or redemption will be made
in immediately available funds upon presentation of the Note; provided that it
is presented to the Paying Agent in time for the Paying Agent to make such
payment in such funds in accordance with its normal procedures. For the purposes
of this Note, "Business Day" means any day, other than a Saturday or Sunday, on
which banks are not required or authorized by law to close in New York City.
Payment of the principal of and interest on this Note will be made at the office
or agency of the Company maintained for that purpose in The City of New York,
New York, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts;
provided, however, that, at the option of the Company, payment of interest
(other than interest payable on the Maturity Date or upon repayment or
redemption) may be paid by check mailed to the address of the Person entitled
thereto as such address shall appear in the Note Register at the close of
business on the Regular Record Date.
THIS NOTE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A
BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
All terms not defined herein shall have the respective meanings ascribed
to them in the Indenture referred to herein.
Unless the certificate of authentication hereon has been manually executed
by or on behalf of the Trustee under such Indenture, this Note shall not be
entitled to any benefits under such Indenture or be valid or obligatory for any
purpose.
<PAGE> 3
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.
BANC ONE CORPORATION
Dated:
By
[Title]
By
[Title]
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By
Authorized Officer
<PAGE> 4
BANC ONE CORPORATION
MEDIUM-TERM NOTE DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
(Senior, Fixed Rate)
This Note is one of a duly authorized issue of Medium-Term Notes Due Nine
Months or More From Date of Issue (Senior, Fixed Rate) of the Company (herein
called the "Notes"), issued and to be issued under an indenture dated as of
March 3, 1997 for senior debt securities, between the Company and The Chase
Manhattan Bank, as trustee (herein called the "Trustee," which term includes any
successor trustee under the Indenture) (such Indenture herein called the
"Indenture"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. The Notes may bear different dates and mature at
different times, may bear interest at different rates and may otherwise vary,
all as provided in the Indenture.
This Note may be subject to repayment at the option of the Holder hereof
on the Optional Repayment Date(s) indicated on the face hereof. If no such date
is set forth on the face hereof, this Note may not be so repaid at the option of
the Holder hereof prior to maturity. On each Optional Repayment Date, if any,
this Note shall be repayable in whole or in part in increments of $1,000
(provided that any remaining principal hereof shall be at least $100,000) at the
option of the Holder hereof at a repayment price equal to 100% of the principal
amount to be repaid, together with interest thereon payable to the date of
repayment. For this Note to be repaid in whole or in part at the option of the
Holder hereof, The Chase Manhattan Bank, as Paying Agent, at 55 Water Street,
Room 234, North Building, New York, New York 10041 or at such other address of
which the Company shall from time to time notify the Holders of the Notes, must
receive not more than 45, nor less than 30, days prior to an Optional Repayment
Date, if any, either (i) this Note accompanied by the form entitled "Option to
Elect Repayment" below duly completed, or (ii) a telegram, telex, facsimile
transmission or letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial bank or trust
company in the United States of America setting forth the name of the holder of
the Note, the principal amount of the Note, the principal amount of the Note to
be repaid, the certificate number or a description of the tenor and terms of the
Note, a statement that the option to elect repayment is being exercised thereby
and a guarantee that the Note to be repaid with the form entitled "Option to
Elect Repayment" on the Note duly completed will be received by the Paying Agent
not later than five Business Days after the date of such telegram, telex,
facsimile transmission or letter and such Note and form duly completed are
received by the Paying Agent by such fifth Business Day. Exercise of such
repayment option by the Holder hereof shall be irrevocable.
If so provided on the face of this Note, this Note may be redeemed by the
Company on and after the date so indicated on the face hereof. If no date on and
after which this Note is redeemable is set forth on the face hereof, this Note
may not be redeemed prior to maturity. On and after the date, if any, from which
this Note may be redeemed, this Note may be redeemed in whole or in part in
increments of $1,000 (provided that any remaining principal amount of this Note
shall be at least $100,000) at the option of the Company at a redemption price
equal to 100% of the principal amount to be redeemed, together with interest
thereon payable to the date of redemption, on notice given not more than 60, nor
less than 30, days prior to the date of redemption. In the event of redemption
of this Note in part only, a new Note for the unredeemed portion hereof shall be
issued in the name of the Holder hereof upon surrender hereof. The Notes will
not have a sinking fund.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series under the
Indenture to be affected at any time by the Company with the consent of the
Holders of a
<PAGE> 5
majority in principal amount of the Securities at the time Outstanding of all
series to be affected (acting as one class). The Indenture also contains
provisions permitting the Holders of a majority in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company which is
absolute and unconditional to pay the principal of and interest on this Note at
the times, places and rate, and in the coin or currency herein and in the
Indenture prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registerable in the Security Register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in any place where the principal of and interest
on this Note are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes of authorized denominations and for
the same aggregate principal amount will be issued to the designated transferee
or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $100,000 and any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a like aggregate
principal amount of Notes of a different authorized denomination, as requested
by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
This Note shall be construed in accordance with and governed by the laws
of the State of New York.
<PAGE> 6
-----------------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT --as tenants by the entireties
JT ENT -- as joint tenants and not as tenants in common
UNIF GIFT MIN ACT Custodian
-----------------------------------
(Cust) (Minor)
under Uniform Gift to Minors Act
------------------------------------
(State)
Additional abbreviations may be used though not in the above list.
-------------------------------
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
- ------------------------------------
- -------------------------------------------------------------------------------
(Name and address of assignee, including zip code, must be printed or
typewritten)
- --------------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing
- --------------------------------------------------------------------------
to transfer said Note on the books of the within Company, with full power of
substitution in the premises.
Dated:
- ---------------------------------- ------------------------------------------
------------------------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Note in every particular, without alteration
or enlargement or any change whatever and must be guaranteed by an eligible
guarantor institution (banks, stockbrokers, savings and loan associations and
credit unions with membership in an approved signature guarantee medallion
program), pursuant to SEC Rule 17 Ad-15.
<PAGE> 7
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay the within Note (or portion thereof specified below) pursuant to its
terms at a price equal to the principal amount thereof, together with interest
to the repayment date, to the undersigned, at
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid the Paying Agent must receive at 55 Water
Street, Room 234, North Building, New York, New York 10041, or at such other
place or places of which the Company shall from time to time notify the Holder
of the within Note, not more than 45, nor less than 30, days prior to an
Optional Repayment Date, if any, shown on the face of the within Note, either
(i) this Note with this "Option to Elect Repayment" form duly completed, or (ii)
a telegram, telex, facsimile transmission or letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or trust company in the United States of America setting forth
the name of the holder of the Note, the principal amount of the Note, the
principal amount of the Note to be repaid, the certificate number or a
description of the tenor and terms of the Note, a statement that the option to
elect repayment is being exercised thereby and a guarantee that the Note to be
repaid with the form entitled "Option to Elect Repayment" on the Note duly
completed will be received by the Paying Agent not later than five Business Days
after the date of such telegram, telex, facsimile transmission or letter and
such Note and form duly completed are received by the Paying Agent by such fifth
Business Day.
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof (which shall be increments of $1,000) which
the Holder elects to have repaid: $_____________ and specify the denomination or
denominations (which shall be $100,000 or an integral multiple of $1,000 in
excess thereof) of the Notes to be issued to the Holder for the portion of the
within Note not being repaid (in the absence of any such specification, one such
Note will be issued for the portion not being repaid): $_______________________.
Date:
------------------------- ---------------------------------------
Note: The signature on this Option to
Elect Repayment must correspond with the
name as written upon the face of this
Note in every particular without
alteration or enlargement.
2052E
<PAGE> 1
Exhibit 4.6
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
BANC ONE CORPORATION
MEDIUM-TERM NOTE DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
(Senior, Floating Rate)
REGISTERED CUSIP
No. PRINCIPAL AMOUNT:
ORIGINAL ISSUE DATE: MATURITY DATE:
INITIAL INTEREST RATE: SPREAD:
INDEX MATURITY: SPREAD MULTIPLIER:
INTEREST RATE BASIS: INTEREST PAYMENT PERIOD:
MAXIMUM INTEREST RATE: INTEREST RATE RESET PERIOD:
MINIMUM INTEREST RATE: CALCULATION AGENT:
INTEREST RESET DATES: OPTIONAL REPAYMENT:
INTEREST PAYMENT DATES: OTHER PROVISIONS:
REDEEMABLE ON OR AFTER:
DATE(S):
BANC ONE CORPORATION, an Ohio corporation (herein called the "Company",
which term includes any successor corporation under the Indenture referred to on
the reverse hereof), for value received, hereby promises to pay to
Cede & Co.
or registered assigns, the principal sum of [______________] DOLLARS
($___,___,___) on the Maturity Date shown above, and to pay interest thereon
from the most recent Interest Payment Date to which interest has been paid or
duly provided for or, if no interest has been paid or duly provided for, from
the Original Issue Date shown above at the rate per annum determined in
accordance with the provisions herein relating to the Interest Rate Basis
specified above on each Interest Payment Date specified above, until the
principal hereof is paid or made available for payment. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Note (or
one or more Predecessor Notes) is registered at the close of business on the
Regular Record Date for such interest, which shall be the fifteenth calendar day
(whether or not a Business Day), next preceding such Interest Payment Date,
provided that interest payable on the Maturity Date shown above or upon
repayment or redemption shall be payable to the Person to whom the principal
hereof is payable. Any such interest not so punctually paid or duly provided for
shall forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose
<PAGE> 2
name this Note (or one or more Predecessor Notes) is registered on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to the Holder of this Note not less than
10 days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
upon which the Notes of the series shown above may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in such
Indenture. Payment of the principal of and interest on this Note due on the
Maturity Date or upon repayment or redemption will be made in immediately
available funds against presentation of the Note; provided that it is presented
to the Paying Agent in time for the Paying Agent to make such payment in such
funds in accordance with its normal procedures. Payment of the principal and
interest on this Note will be made at the office or agency of the Company
maintained for that purpose in The City of New York, New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that, at the
option of the Company, payment of interest (other than interest payable on the
Maturity Date or upon repayment or redemption) may be paid by check mailed to
the address of the Person entitled thereto as it appears in the Note Register at
the close of business on the Regular Record Date corresponding to the relevant
Interest Payment Date.
THIS NOTE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A
BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY.
Reference is made to the further provisions of this Note set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
All terms not defined herein shall have the respective meanings ascribed
to them in the Indenture referred to herein.
Unless the certificate of authentication hereon has been manually executed
by or on behalf of the Trustee under such Indenture, this Note shall not be
entitled to any benefits under such Indenture or be valid or obligatory for any
purpose.
<PAGE> 3
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.
BANC ONE CORPORATION
Dated:
By____________________________
Executive Vice President
By____________________________
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By_______________________________
Authorized Officer
<PAGE> 4
BANC ONE CORPORATION
MEDIUM-TERM NOTE DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
(SENIOR, FLOATING RATE)
This Note is one of a duly authorized issue of Medium-Term Notes Due Nine
Months or More From Date of Issue (Senior, Floating Rate) of the Company (herein
called the "Notes"), issued and to be issued under an indenture dated as of
March 3, 1997 for senior debt securities, between the Company and The Chase
Manhattan Bank, as trustee (herein called the "Trustee," which term includes any
successor trustee under the Indenture) (such Indenture herein called the
"Indenture"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. The Notes may bear different dates and mature at
different times, may bear interest at different rates and may otherwise vary,
all as provided in the Indenture.
Commencing with the Interest Reset Date specified on the face hereof first
following the Original Issue Date specified on the face hereof, the rate at
which interest on this Note is payable shall be adjusted daily, weekly, monthly,
quarterly, semi-annually or annually as shown on the face hereof under the
Interest Rate Reset Period; PROVIDED, HOWEVER, that the interest rate in effect
for the period from the Original Issue Date to the first Interest Reset Date
will be the Initial Interest Rate specified on the face hereof and, if the
Interest Rate Basis set forth on the face hereof is Commercial Paper Rate,
Federal Funds Rate, CD Rate, Prime Rate or Treasury Rate, the interest rate in
effect for the ten days immediately prior to the Maturity Date (or the date of
repayment or redemption) will be that in effect on the tenth day preceding the
Maturity Date (or the date of repayment or redemption). Each such adjusted rate
shall be applicable on and after the Interest Reset Date to which it relates,
to, but not including, the next succeeding Interest Reset Date, or until the
Maturity Date, as the case may be. If any Interest Reset Date would otherwise be
a day that is not a Business Day, such Interest Reset Date shall be postponed to
the next day that is a Business Day, except that if the Interest Rate Basis
specified on the face hereof is LIBOR, and if such Business Day is in the next
succeeding calendar month, such Interest Reset Date shall be the immediately
preceding Business Day. Subject to applicable provisions of law and except as
specified herein, on each Interest Reset Date the rate of interest on this Note
shall be the rate determined in accordance with the provisions of the applicable
heading below.
All percentages resulting from any calculation on the Notes will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upward (e.g.,
9.876545% or .09876545) being rounded to 9.87655% (or .0987655) and 9.876544%
(or .09876544) being rounded to 9.87654% or (.0987654), and all dollar amounts
used in or resulting from such calculation will be rounded to the nearest cent
(with one-half cent being rounded upward).
DETERMINATION OF COMMERCIAL PAPER RATE
If the Interest Rate Basis specified on the face hereof is the Commercial
Paper Rate, the interest rate with respect to this Note for any Interest Reset
Date shall be the Commercial Paper Rate plus or minus the Spread, if any, and/or
multiplied by the Spread Multiplier, if any, as specified on the face hereof, as
determined on the applicable Interest Determination Date.
"Commercial Paper Rate" means, with respect to any Interest Determination
Date, the Money Market Yield (calculated as described below) of the rate on that
date for commercial paper having the Index Maturity specified on the face hereof
as such rate is published by the Board of Governors of the
<PAGE> 5
Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates", or any successor publication of the Board of Governors of the Federal
Reserve System ("H.15(519)"), under the heading "Commercial Paper". In the event
that such rate is not published by 9:00 a.m., New York City time, on the
Calculation Date (as defined below) pertaining to such Interest Determination
Date then the Commercial Paper Rate shall be the Money Market Yield of the rate
on that Interest Determination Date for commercial paper having such Index
Maturity as published by the Federal Reserve Bank of New York in its daily
statistical release, "Composite 3:30 p.m. Quotations for U.S. Government
Securities" ("Composite Quotations") under the heading "Commercial Paper". If by
3:00 p.m., New York City time, on such Calculation Date such rate is not yet
published in H.15(519) or Composite Quotations, the Commercial Paper Rate for
that Interest Determination Date shall be calculated by the Calculation Agent
appointed by the Company and shall be the Money Market Yield of the arithmetic
mean (as rounded upwards, if necessary, to the next higher one
hundred-thousandth of a percentage point) of the offered rates of three leading
dealers of commercial paper in The City of New York selected by the Calculation
Agent (after consultation with the Company) as of 11:00 a.m., New York City
time, on that Interest Determination Date, for commercial paper having such
Index Maturity placed for an industrial issuer whose bond rating is "AA" or the
equivalent from a nationally recognized securities rating agency; PROVIDED,
HOWEVER, that if the dealers selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this sentence, the Commercial Paper Rate with
respect to such Interest Determination Date will be the Commercial Paper Rate in
effect on such Interest Determination Date.
"Money Market Yield" shall be a yield calculated in accordance with the
following formula:
Money Market Yield = D x 360 x 100
-------------------
360 - (D x M)
where "D" refers to the per annum rate for the commercial paper, quoted on a
bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the interest period for which interest is being calculated.
DETERMINATION OF FEDERAL FUNDS RATE
If the Interest Rate Basis specified on the face hereof is the Federal
Funds Rate, the interest rate with respect to this Note for any Interest Reset
Date shall be the Federal Funds Rate plus or minus the Spread, if any, and/or
multiplied by the Spread Multiplier, if any, as specified on the face hereof, as
determined on the applicable Interest Determination Date.
"Federal Funds Rate" means, with respect to any Interest Determination
Date, the rate on that day for Federal Funds as published in H.15(519) under the
heading "Federal Funds (Effective)" or, if not so published by 9:00 a.m., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Federal Funds Rate will be the rate on such Interest
Determination Date as published in Composite Quotations under the heading
"Federal Funds/Effective Rate". If such rate is not yet published by 3:00 p.m.,
New York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Federal Funds Rate for such Interest Determination Date
will be calculated by the Calculation Agent and will be the arithmetic mean of
the rates for the last transaction in overnight Federal Funds arranged by three
leading dealers of Federal Funds transactions in The City of New York selected
by the Calculation Agent (after consultation with the Company) prior to 9:00
a.m., New York City time, on such Interest Determination Date; PROVIDED,
HOWEVER, that if the dealers selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this sentence, the Federal Funds Rate will be the
Federal Funds Rate in effect on such Interest Determination Date.
<PAGE> 6
DETERMINATION OF CD RATE
If the Interest Rate Basis specified on the face hereof is the CD Rate,
the interest rate with respect to this Note for any Interest Reset Date shall be
the CD Rate plus or minus the Spread, if any, and/or multiplied by the Spread
Multiplier, if any, as specified on the face hereof, as determined on the
applicable Interest Determination Date.
"CD Rate" means, with respect to any Interest Determination Date, the rate on
such date for negotiable certificates of deposit having the Index Maturity
designated on the face hereof as published in H.15(519) under the heading "CDs
(Secondary Market)", or, if not so published by 9:00 a.m., New York City time,
on the Calculation Date pertaining to such Interest Determination Date, the CD
Rate will be the rate on such Interest Determination Date for negotiable
certificates of deposit of the Index Maturity designated on the face hereof as
published in Composite Quotations under the heading "Certificates of Deposit."
If such rate is not yet published in either H.15(519) or the Composite
Quotations by 3:00 P.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the CD Rate on such Interest Determination
Date will be calculated by the Calculation Agent and will be the arithmetic mean
of the secondary market offered rates as of 10:00 a.m., New York City time, on
such Interest Determination Date of three leading nonbank dealers in negotiable
U.S. dollar certificates of deposit in The City of New York selected by the
Calculation Agent (after consultation with the Company) for negotiable
certificates of deposit of major United States money center banks of the highest
credit standing in the market for negotiable certificates of deposit with a
remaining maturity closest to the Index Maturity designated on the face hereof
in the denomination of $5,000,000; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as set forth
above, the CD Rate will be the CD Rate in effect on such Interest Determination
Date.
DETERMINATION OF CMT RATE
If the Interest Rate Basis specified on the face hereof is the CMT Rate,
the interest rate with respect to this Note for any Interest Reset Date shall be
the CMT Rate plus or minus the Spread, if any, and/or multiplied by the Spread
Multiplier, if any, as specified on the face hereof, as determined on the
applicable Interest Determination Date.
"CMT Rate" means, with respect to any Interest Determination Date, the rate
displayed on the Designated CMT Telerate Page (as defined below) under the
caption "...Treasury Constant Maturities...Federal Reserve Board Release
H.15...Mondays Approximately 3:45 p.m.," under the column for the Designated CMT
Maturity Index (as defined below) for (i) if the Designated CMT Telerate Page is
7055, the rate on such Interest Determination Date and (ii) if the Designated
CMT Telerate Page is 7052, the week or the month, as specified on the face
hereof, ended immediately preceding the week in which the related Interest
Determination Date occurs. If such rate is no longer displayed on the relevant
page, or if not displayed by 3:00 p.m., New York City time, on the related
Calculation Date, then the CMT Rate for such Interest Determination Date will be
such Treasury Constant Maturity rate for the Designated CMT Maturity Index as
published in the relevant H.15(519). If such rate is no longer published, or, if
not published by 3:00 p.m., New York City time, on the related Calculation Date,
then the CMT Rate for such Interest Determination Date will be such Treasury
Constant Maturity rate for the Designated CMT Maturity Index (or other United
States Treasury rate for the Designated CMT Maturity Index) for the Interest
Determination Date with respect to such Interest Reset Date as may then be
published by either the Board of Governors of the Federal Reserve System or the
United States Department of the Treasury that the Calculation Agent determines
to be comparable to the rate formerly displayed on the Designated CMT Telerate
Page and published in the relevant H.15(519). If such information is not
provided by 3:00 p.m., New York City time, on the related Calculation Date, then
the
<PAGE> 7
CMT Rate for the Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity, based on the arithmetic mean
of the secondary market closing offer side prices as of approximately 3:30 p.m.,
New York City time on the Interest Determination Date reported, according to
their written records, by three leading primary United States government
securities dealers (each, a "Reference Dealer") in The City of New York selected
by the Calculation Agent (from five such Reference Dealers selected by the
Calculation Agent, after consultation with the Company, and eliminating the
highest quotation (or, in the event of equality, one of the highest) and the
lowest quotation (or, in the event of equality, one of the lowest)), for the
most recently issued direct noncallable fixed rate obligations of the United
States ("Treasury notes") with an original maturity of approximately the
Designated CMT Maturity Index and a remaining term to maturity of not less than
such Designated CMT Maturity Index minus one year. If the Calculation Agent
cannot obtain three such Treasury notes quotations, the CMT Rate for such
Interest Determination Date will be calculated by the Calculation Agent and will
be a yield to maturity based on the arithmetic mean of the secondary market
offer side prices as of approximately 3:30 p.m., New York City time, on the
Interest Determination Date of three Reference Dealers in The City of New York
(from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for Treasury notes with an original maturity of the number of years
that is the next highest to the Designated CMT Maturity Index and a remaining
term to maturity closest to the Designated CMT Maturity Index and in an amount
of at least $100,000,000. If three or four (and not five) of such Reference
Dealers are quoting as described above, then the CMT Rate will be based on the
arithmetic mean of the offer prices obtained and neither the highest nor the
lowest of such quotes will be eliminated; provided, however, that if fewer than
three Reference Dealers selected by the Calculation Agent are quoting as
described herein, the CMT Rate will be the CMT Rate in effect on such Interest
Determination Date. If two Treasury notes with an original maturity as described
in the second preceding sentence have remaining terms to maturity equally close
to the Designated CMT Maturity Index, the quotes for the Treasury note with the
shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow Jones Telerate
Service on the page designated on the face hereof (or any other page as may
replace such page on that service for the purpose of displaying Treasury
Constant Maturities as reported in H.15(519)), for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519). If no such page is
specified on the face hereof, the Designated CMT Telerate Page shall be 7052,
for the most recent week.
"Designated CMT Maturity Index" shall be the original period to maturity
of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified on the face hereof with respect to which the CMT Rate will be
calculated. If no such maturity is specified on the face hereof, the Designated
CMT Maturity Index shall be 2 years.
DETERMINATION OF LIBOR
If the Interest Rate Basis specified on the face hereof is LIBOR, the
interest rate with respect to this Note for any Interest Reset Date shall be
LIBOR plus or minus the Spread, if any, or multiplied by the Spread Multiplier,
if any, as specified on the face hereof, as determined on the applicable
Interest Determination Date.
"LIBOR" will be determined by the Calculation Agent in accordance with
the following provisions:
(i) With respect to an Interest Determination Date, LIBOR will be either:
(a) if "LIBOR Reuters" is specified on the face hereof, the arithmetic mean
of the offered rates (unless the specified Designated LIBOR Page (as defined
<PAGE> 8
below) by its terms provides only for a single rate, in which case such single
rate shall be used) for deposits in the Index Currency having the Index Maturity
designated on the face hereof, commencing on the Interest Reset Date, that
appear on the Designated LIBOR Page as of 11:00 a.m., London time, on that
Interest Determination Date, if at least two such offered rates appear (unless,
as aforesaid, only a single rate is required) on such Designated LIBOR Page, or
(b) if "LIBOR Telerate" is specified on the face hereof, the rate for deposits
in the Index Currency having the Index Maturity designated on the face hereof,
commencing on the Interest Reset Date, that appears on the Designated LIBOR Page
as of 11:00 a.m., London time, on the Interest Determination Date. If fewer than
two offered rates appear, or no rate appears, as applicable, LIBOR in respect of
the related Interest Determination Date will be determined as if the parties had
specified the rate described in clause (ii) below.
(ii) With respect to an Interest Determination Date on which LIBOR is to
be calculated pursuant to this clause (ii), the Calculation Agent will request
the principal London offices of each of four major reference banks in the London
interbank market, as selected by the Calculation Agent (after consultation with
the Company), to provide the Calculation Agent with its offered quotation for
deposits in the Index Currency for the period of the Index Maturity designated
on the face hereof, commencing on the Interest Reset Date, to prime banks in the
London interbank market at approximately 11:00 a.m., London time, on such
Interest Determination Date and in a principal amount that is representative for
a single transaction in such Index Currency in such market at such time. If at
least two such quotations are provided, LIBOR determined on such Interest
Determination Date will be the arithmetic mean of such quotations. If fewer than
two such quotations are provided, LIBOR determined on such Interest
Determination Date will be the arithmetic mean of the rates quoted at
approximately 11:00 a.m. (or such other time if specified on the face hereof),
in the applicable Principal Financial Center for the country of the Index
Currency on such Interest Determination Date, by three major banks in such
Principal Financial Center selected by the Calculation Agent (after consultation
with the Company) for loans in the Index Currency to leading European banks,
having the Index Maturity designated on the face hereof and in a principal
amount that is representative for a single transaction in such Index Currency in
such market at such time: PROVIDED, HOWEVER, that if the banks so selected by
the Calculation Agent are not quoting as mentioned in this sentence, LIBOR with
respect to such Interest Determination Date will be LIBOR in effect on such
Interest Determination Date.
"Index Currency" means the currency (including composite currencies)
specified on the face hereof as the currency for which LIBOR shall be
calculated. If no such currency is specified on the face hereof, the Index
Currency shall be U.S. dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is designated
on the face hereof, the display on the Reuters Monitor Money Rates Service for
the purpose of displaying the London interbank rates of major banks for the
applicable Index Currency, or (b) if "LIBOR Telerate" is designated on the face
hereof, the display on the Dow Jones Telerate Service for the purpose of
displaying the London interbank rates of major banks for the applicable Index
Currency. If neither LIBOR Reuters nor LIBOR Telerate is specified on the face
hereof, LIBOR for the applicable Index Currency will be determined as if LIBOR
Telerate (and, if the U.S. dollar is the Index Currency, Page 3750) had been
specified.
"London Banking Day" means any day on which dealings in deposits in the
Index Currency are transacted in the London interbank market.
"Principal Financial Center" means the capital city of the country issuing
the Index Currency, except that with respect to U.S. dollars, Deutsche marks,
Italian lira, Swiss francs, Dutch guilders and ECUs, the
<PAGE> 9
Principal Financial Center shall be the City of New York, Frankfurt, Milan,
Zurich, Amsterdam and Brussels, respectively.
DETERMINATION OF PRIME RATE
If the Interest Rate Basis specified on the face hereof is the Prime Rate,
the interest rate with respect to this Note for any Interest Reset Date shall be
the Prime Rate plus or minus the Spread, if any, and/or multiplied by the Spread
Multiplier, if any, as specified on the face hereof, as determined on the
applicable Interest Determination Date.
"Prime Rate" means, with respect to any Interest Determination Date, the
rate set forth in H.15(519) for such date opposite the caption "Bank Prime
Loan." If such rate is not yet published by 9:00 a.m., New York City time, on
the Calculation Date pertaining to such Interest Determination Date, the Prime
Rate for such Interest Determination Date will be the arithmetic mean of the
rates of interest publicly announced by each bank that appears on the Reuters
Screen USPRIME1 (as defined below) as such bank's prime rate or base lending
rate as in effect for such Interest Determination Date. If fewer than four such
rates, but more than one such rate, appear on the Reuters Screen USPRIME1 for
such Interest Determination Date, the rate shall be the arithmetic mean of the
prime rates quoted on the basis of the actual number of days in the year divided
by 360 as of the close of business on such Interest Determination Date by at
least two major money center banks in The City of New York selected by the
Calculation Agent (after consultation with the Company). If fewer than two such
rates appear on the Reuters Screen USPRIME1, the Prime Rate shall be calculated
by the Calculation Agent as of the close of business on the Interest
Determination Date on the basis of the prime rates, as of the close of business
on the Interest Determination Date, furnished in The City of New York by three
substitute banks or trust companies organized and doing business under the laws
of the United States, or any State thereof, in each case having total equity
capital of at least U.S. $500 million and being subject to supervision or
examination by federal or state authority, selected by the Calculation Agent
(after consultation with the Company) to provide such rate or rates; PROVIDED,
HOWEVER, that if the banks or trust companies selected as aforesaid by the
Calculation Agent are not quoting as set forth above, the Prime Rate will be the
Prime Rate in effect on such Interest Determination Date. "Reuters Screen
USPRIME1" means the display designated as Page "USPRIME1" on the Reuters Monitor
Money Rates Services (or such other page as may replace the USPRIME1 Page on
that service for the purpose of displaying prime rates or base lending rates of
major United States banks).
DETERMINATION OF TREASURY RATE
If the Interest Rate Basis specified on the face hereof is the Treasury
Rate, the interest rate with respect to this Note for any Interest Reset Date
shall be the Treasury Rate plus or minus the Spread, if any, and/or multiplied
by the Spread Multiplier, if any, as specified on the face hereof, as determined
on the applicable Interest Determination Date.
"Treasury Rate" means, with respect to any Interest Determination Date,
the rate applicable to the auction held on such date of direct obligations of
the United States ("Treasury bills") having the Index Maturity specified on the
face hereof as published in H.15(519) under the heading "Treasury bills -
auction average (investment)" or, if not so published by 9:00 a.m., New York
City time, on the Calculation Date pertaining to such Interest Determination
Date, the auction average rate (expressed as a bond equivalent, on the basis of
a year of 365 or 366 days, as applicable, and applied on a daily basis) as
otherwise announced by the United States Department of the Treasury. In the
event that the results of the auction of Treasury bills having the Index
Maturity specified on the face hereof are not published or otherwise reported as
provided above by 3:00 p.m., New York City time, on such Calculation Date or no
such auction is held on such Interest Determination Date, then the Treasury Rate
shall be calculated by the
<PAGE> 10
Calculation Agent and shall be a yield to maturity (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) of the arithmetic mean of the secondary market bid
rates, as of approximately 3:30 p.m., New York City time, on such Interest
Determination Date, of three leading primary United States government securities
dealers selected by the Calculation Agent (after consultation with the Company)
for the issue of Treasury bills with a remaining maturity closest to the Index
Maturity specified on the face hereof; PROVIDED, HOWEVER, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the Treasury Rate with respect to such Interest Determination
Date will be the Treasury Rate in effect on such Interest Determination Date.
GENERAL
Notwithstanding the determination of the interest rate as provided above,
the interest rate on this Note for any interest period shall not be greater than
the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if
any, specified on the face hereof. The interest rate on this Note will in no
event be higher than the maximum rate permitted by New York law as the same may
be modified by United States law of general application.
The Calculation Agent shall calculate the interest rate on this Note in
accordance with the foregoing on or before the Calculation Date. The Company
will notify the Trustee and any Paying Agent of each determination of the
interest rate applicable to this Note promptly after such determination is made
by the Calculation Agent. The Trustee and any Paying Agent will, upon the
request of the Holder of this Note, provide the interest rate then in effect
and, if different, the interest rate which will become effective as a result of
a determination made with respect to the most recent Interest Determination Date
with respect to this Note. The Trustee and any Paying Agent will not be
responsible for determining the interest rate applicable to this Note.
If any Interest Payment Date specified on the face hereof would otherwise
be a day that is not a Business Day, such Interest Payment Date shall be
postponed to the next day that is a Business Day, except that if the Interest
Rate Basis specified on the face hereof is LIBOR, and if any such Business Day
is in the next succeeding calendar month, such Interest Payment Date shall be
the immediately preceding Business Day. If the Maturity Date falls on a day
which is not a Business Day, payment of principal, premium, if any, and interest
with respect to this Note will be paid on the next succeeding Business Day with
the same force and effect as if made on such date and no interest will accrue
from and after such date. "Business Day" means any day, other than a Saturday or
Sunday, that meets each of the following applicable requirements: the day is (i)
not a day on which banks are authorized or required by law to close in New York
City, (ii) with respect to Notes denominated in a foreign currency, not a day on
which banks are authorized or required by law to close in the capital city of
the country issuing such currency, (iii) with respect to Notes denominated in
ECU, not a day on which banks are authorized or required by law to close in
Brussels, Belgium, (iv) with respect to Notes denominated in another composite
currency, not a day on which banks are authorized or required by law to close in
the city specified on the face hereof, and (v) with respect to LIBOR Notes, a
London Banking Day.
If the Interest Rate Basis specified on the face hereof is the Commercial
Paper Rate, the Federal Funds Rate, the CD Rate, the CMT Rate or the Prime Rate,
the Interest Determination Date pertaining to an Interest Reset Date will be the
second Business Day prior to such Interest Reset Date. If the Interest Rate
Basis specified on the face hereof is LIBOR, the Interest Determination Date
pertaining to an Interest Reset Date will be the second London Banking Day next
preceding such Interest Reset Date. If the Interest Rate Basis specified on the
face hereof is the Treasury Rate, the Interest Determination Date pertaining to
an Interest Reset Date will be the day of
<PAGE> 11
the week in which such Interest Reset Date falls on which Treasury bills would
normally be auctioned (generally, Monday). If as the result of a legal holiday,
an auction is held on the preceding Friday, such Friday will be the Interest
Determination Date pertaining to the Interest Reset Date occurring in the next
succeeding week. If an auction date shall fall on any Interest Reset Date for
the Note, then such Interest Reset Date shall instead be the first Business Day
immediately following such auction date.
The "Calculation Date", where applicable, pertaining to an Interest
Determination Date is the earlier of (i) the tenth calendar day after such
Interest Determination Date or if any such day is not a Business Day, the next
succeeding Business Day, or (ii) the Business Day preceding the applicable
Interest Payment Date or the Maturity Date or the date of repayment or
redemption, as the case may be.
Interest payments on this Note on an Interest Payment Date shall include
accrued interest from and including the next preceding Interest Payment Date in
respect of which interest has been paid or duly provided for (or from and
including the date of issue if no interest has been paid) to, but excluding,
such Interest Payment Date or the Maturity Date or the date of repayment or
redemption, as the case may be. Accrued interest will be calculated by
multiplying the principal amount of this Note by an accrued interest factor. The
accrued interest factor will be computed by adding together the interest factors
calculated for each day in the period for which accrued interest is being
calculated. The interest factor for each such day will be computed by dividing
the interest rate applicable to such day by 360 if the Interest Rate Basis is
the Commercial Paper Rate, LIBOR, CD Rate, Federal Funds Rate or Prime Rate, or
by the actual number of days in the year if the Interest Rate Basis is the CMT
Rate or Treasury Rate.
This Note may be subject to repayment at the option of the Holder hereof
on the Optional Repayment Date(s) indicated on the face hereof. If no such date
is set forth on the face hereof, this Note may not be so repaid at the option of
the Holder hereof prior to maturity. On each Optional Repayment Date, if any,
this Note shall be repayable in whole or in part in increments of $1,000
(provided that any remaining principal hereof shall be at least $100,000) at the
option of the Holder hereof at a repayment price equal to 100% of the principal
amount to be repaid, together with interest thereon payable to the date of
repayment. For this Note to be repaid in whole or in part at the option of the
Holder hereof, The Chase Manhattan Bank, as Paying Agent, at 55 Water Street,
Room 234, North Building, New York, New York 10041, or at such other address of
which the Company shall from time to time notify the Holders of the Notes, must
receive not more than 45, nor less than 30, days prior to an Optional Repayment
Date, if any, either (i) this Note accompanied by the form entitled "Option to
Elect Repayment" below duly completed, or (ii) a telegram, telex, facsimile
transmission or letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial bank or trust
company in the United States of America setting forth the name of the holder of
the Note, the principal amount of the Note, the principal amount of the Note to
be repaid, the certificate number or a description of the tenor and terms of the
Note, a statement that the option to elect repayment is being exercised thereby
and a guarantee that the Note to be repaid with the form entitled "Option to
Elect Repayment" on the Note duly completed will be received by the Paying Agent
not later than five Business Days after the date of such telegram, telex,
facsimile transmission or letter and such Note and form duly completed are
received by the Paying Agent by such fifth Business Day. Exercise of such
repayment option by the Holder hereof shall be irrevocable.
If so provided on the face of this Note, this Note may be redeemed by the
Company on and after the date so indicated on the face hereof. If no date on and
after which this Note is redeemable is set forth on the face hereof, this Note
may not be redeemed prior to maturity. On and after the date, if any, from which
this Note may be redeemed, this Note may be redeemed in whole or in part in
increments of $1,000 (provided that any remaining principal amount
<PAGE> 12
of this Note shall be at least $100,000) at the option of the Company at a
redemption price equal to 100% of the principal amount to be redeemed, together
with interest thereon payable to the date of redemption, on notice given not
more than 60, nor less than 30, days prior to the date of redemption. In the
event of redemption of this Note in part only, a new Note for the unredeemed
portion hereof shall be issued in the name of the Holder hereof upon surrender
hereof. The Notes will not have a sinking fund.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series under the
Indenture to be affected at any time by the Company with the consent of the
Holders of a majority in principal amount of the Securities at the time
Outstanding of all series to be affected (acting as one class). The Indenture
also contains provisions permitting the Holders of a majority in principal
amount of the Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company which is
absolute and unconditional to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency herein and in the
Indenture prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registerable in the Security Register,
upon surrender of this Note for registration of transfer at the office or agency
of the Company in any place where the principal of and interest on this Note are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Notes of authorized denominations and for the same aggregate
principal amount will be issued to the designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $100,000 and any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a like aggregate
principal amount of Notes of a different authorized denomination, as requested
by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
This Note shall be construed in accordance with and governed by the laws
of the State of New York.
<PAGE> 13
-----------------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT --as tenants by the entireties
JT ENT -- as joint tenants and not as tenants in common
UNIF GIFT MIN ACT Custodian
-----------------------------------
(Cust) (Minor)
under Uniform Gift to Minors Act
------------------------------------
(State)
Additional abbreviations may be used though not in the above list.
----------------------------
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
- ------------------------------------
- -------------------------------------------------------------------------------
(Name and address of assignee, including zip code, must be printed or
typewritten)
- -------------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting
and appointing
- -----------------------------------------------------------------------------
to transfer said Note on the books of the within Company, with full power of
substitution in the premises.
Dated:
- ----------------------------------
- ----------------------------------
- ----------------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Note in every particular, without alteration
or enlargement or any change whatever and must be guaranteed by an eligible
guarantor institution (banks, stockbrokers, savings and loan associations and
credit unions with membership in an approved signature guarantee medallion
program), pursuant to SEC Rule 17Ad-15.
<PAGE> 14
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay the within Note (or portion thereof specified below) pursuant to its
terms at a price equal to the principal amount thereof, together with interest
to the repayment date, to the undersigned, at
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid the Paying Agent must receive at 55 Water
Street, Room 234, North Building, New York, New York 10041 or at such other
place or places of which the Company shall from time to time notify the Holder
of the within Note, not more than 45, nor less than 30, days prior to an
Optional Repayment Date, if any, shown on the face of the within Note, either
(i) this Note with this "Option to Elect Repayment" form duly completed, or (ii)
a telegram, telex, facsimile transmission or letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or trust company in the United States of America setting forth
the name of the holder of the Note, the principal amount of the Note, the
principal amount of the Note to be repaid, the certificate number or a
description of the tenor and terms of the Note, a statement that the option to
elect repayment is being exercised thereby and a guarantee that the Note to be
repaid with the form entitled "Option to Elect Repayment" on the Note duly
completed will be received by the Paying Agent not later than five Business Days
after the date of such telegram, telex, facsimile transmission or letter and
such Note and form duly completed are received by the Paying Agent by such fifth
Business Day.
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof (which shall be increments of $1,000) which
the Holder elects to have repaid: $_____________ and specify the denomination or
denominations (which shall be $100,000 or an integral multiple of $1,000 in
excess thereof) of the Notes to be issued to the Holder for the portion of the
within Note not being repaid (in the absence of any such specification, one such
Note will be issued for the portion not being repaid): $_______________________.
Date:
------------------------ ---------------------------------------
Note: The signature on this Option to
Elect Repayment must correspond with the
name as written upon the face of this
Note in every particular without
alteration or enlargement.
<PAGE> 1
Exhibit 4.7
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
BANC ONE CORPORATION
MEDIUM-TERM NOTE DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
(Subordinated, Fixed Rate)
CUSIP
REGISTERED PRINCIPAL AMOUNT
No. $
INTEREST RATE: ORIGINAL ISSUE DATE:
REDEEMABLE ON OR AFTER: INTEREST PAYMET DATES:
MATURITY DATE: REGULAR RECORD DATES:
OPTIONAL REPAYMENT DATE(S): OTHER PROVISIONS:
BANC ONE CORPORATION, an Ohio corporation (herein called the "Company,"
which term includes any successor corporation under the Indenture referred to on
the reverse hereof), for value received, hereby promises to pay to
or registered assigns, the principal sum of
DOLLARS
on the Maturity Date shown above, and to pay interest thereon at the rate per
annum shown above, computed on the basis of a 360-day year consisting of twelve
30-day months, until the principal hereof is paid or made available for payment.
The Company will pay interest on each Interest Payment Date shown above
commencing with the Interest Payment Date immediately following the Original
Issue Date shown above, and on the Maturity Date shown above. Interest on this
Note will accrue from the most recent date to which interest has been paid or
duly provided for or, if no interest has been paid or duly provided for, from
the Original Issue Date shown above. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on the Regular Record
Date shown above (whether or not a Business Day), next preceding the related
Interest Payment Date, provided that interest payable on the Maturity Date shown
above or upon repayment or redemption shall be payable to the Person to whom the
principal hereof is payable. In the event any Interest Payment Date or the
Maturity Date is not
<PAGE> 2
a Business Day, payment of principal, premium, if any, and interest with respect
to this Note will be paid on the next succeeding Business Day with the same
force and effect as if made on such date and no interest on such payment will
accrue from and after such date. Any such interest not so punctually paid or
duly provided for shall forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this Note
(or one or more Predecessor Notes) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to the Holder of this Note not less
than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange upon which the Notes of the series shown above may be listed, and upon
such notice as may be required by such exchange, all as more fully provided in
such Indenture. Payment of the principal of and interest on this Note due on the
Maturity Date or upon repayment or redemption will be made in immediately
available funds upon presentation of the Note provided that it is presented to
the Paying Agent in time for the Paying Agent to make such payment in such funds
in accordance with its normal procedures. For the purposes of this Note,
"Business Day" means any day, other than a Saturday or Sunday, on which banks
are not required or authorized by law to close in New York City. Payment of the
principal of and interest on this Note will be made at the office or agency of
the Company maintained for that purpose in The City of New York, New York, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however,
that, at the option of the Company, payment of interest (other than interest
payable on the Maturity Date or upon repayment or redemption) may be paid by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Note Register at the close of business on the Regular Record Date.
THIS NOTE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A
BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
All terms not defined herein shall have the respective meanings ascribed
to them in the Indenture referred to herein.
Unless the certificate of authentication hereon has been manually executed
by or on behalf of the Trustee under such Indenture, this Note shall not be
entitled to any benefits under such Indenture or be valid or obligatory for any
purpose.
-2-
<PAGE> 3
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.
BANC ONE CORPORATION
Dated:
By
[Title]
By
[Title]
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By
Authorized Officer
-3-
<PAGE> 4
BANC ONE CORPORATION
MEDIUM-TERM NOTE DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
(Subordinated, Fixed Rate)
This Note is one of a duly authorized issue of Medium-Term Notes Due Nine
Months or More from Date of Issue (Subordinated, Fixed Rate) of the Company
(herein called the "Notes"), issued and to be issued under an indenture dated as
of March 3, 1997 for subordinated debt securities, between the Company and The
Chase Manhattan Bank, as trustee (herein called the "Trustee," which term
includes any successor trustee under the Indenture) (such Indenture herein
called the "Indenture"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Notes and of the terms upon which the Notes are,
and are to be, authenticated and delivered. The Notes may bear different dates
and mature at different times, may bear interest at different rates and may
otherwise vary, all as provided in the Indenture.
This Note may be subject to repayment at the option of the Holder hereof
on the Optional Repayment Date(s) indicated on the face hereof. If no such date
is set forth on the face hereof, this Note may not be so repaid at the option of
the Holder hereof prior to maturity. On each Optional Repayment Date, if any,
this Note shall be repayable in whole or in part in increments of $1,000
(provided that any remaining principal hereof shall be at least $100,000) at the
option of the Holder hereof at a repayment price equal to 100% of the principal
amount to be repaid, together with interest thereon payable to the date of
repayment. For this Note to be repaid in whole or in part at the option of the
Holder hereof, Chase Manhattan Bank, as Paying Agent, at 55 Water Street, Room
234, North Building, New York, New York 10041, or at such other address of which
the Company shall from time to time notify the Holders of the Notes, must
receive not more than 45, nor less than 30, days prior to an Optional Repayment
Date, if any, either (i) this Note accompanied by the form entitled "Option to
Elect Repayment" below duly completed, or (ii) a telegram, telex, facsimile
transmission or letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial bank or trust
company in the United States of America setting forth the name of the holder of
the Note, the principal amount of the Note, the principal amount of the Note to
be repaid, the certificate number or a description of the tenor and terms of the
Note, a statement that the option to elect repayment is being exercised thereby
and a guarantee that the Note to be repaid with the form entitled "Option to
Elect Repayment" on the Note duly completed will be received by the Paying Agent
not later than five Business Days after the date of such telegram, telex,
facsimile transmission or letter and such Note and form duly completed are
received by the Paying Agent by such fifth Business Day. Exercise of such
repayment option by the Holder hereof shall be irrevocable.
If so provided on the face of this Note, this Note may be redeemed by the
Company on and after the date so indicated on the face hereof. If no date on and
after which this Note is redeemable is set forth on the face hereof, this Note
may not be redeemed prior to maturity. On and after the date, if any, from which
this Note may be redeemed, this Note may be redeemed in whole or in part in
increments of $1,000 (provided that any remaining principal amount of this Note
shall be at least $100,000) at the option of the Company at a redemption price
equal to 100% of the principal amount to be redeemed, together with interest
thereon payable to the date of redemption, on notice given not more than 60, nor
less than 30, days prior to the date of redemption. In the event of redemption
of this Note in part only, a new Note for the unredeemed portion hereof shall be
issued in the name of the Holder hereof upon surrender hereof. The Notes will
not have a sinking fund.
The indebtedness of the Company evidenced by the Notes, including the
principal thereof and interest thereon, is, to the extent and in the manner set
forth in the Indenture, subordinate and junior in right of payment to its
obligations to holders of Senior Indebtedness (as defined in the Indenture) and
creditors in respect of General Obligations (as defined in the
-4-
<PAGE> 5
Indenture), and each Holder of Notes, by the acceptance thereof, agrees to and
shall be bound by such provisions of the Indenture.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series under the
Indenture to be affected at any time by the Company with the consent of the
Holders of a majority in principal amount of the Securities at the time
Outstanding of all series to be affected (acting as one class). The Indenture
also contains provisions permitting the Holders of a majority in principal
amount of the Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company which is
absolute and unconditional to pay the principal of and interest on this Note at
the times, places and rate, and in the coin or currency herein and in the
Indenture prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registerable in the Security Register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in any place where the principal of and interest
on this Note are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes of authorized denominations and for
the same aggregate principal amount will be issued to the designated transferee
or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $100,000 and any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a like aggregate
principal amount of Notes of a different authorized denomination, as requested
by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
This Note shall be construed in accordance with and governed by the laws
of the State of New York.
-5-
<PAGE> 6
-----------------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT --as tenants by the entireties
JT ENT -- as joint tenants and not as tenants in common
UNIF GIFT MIN ACT Custodian
----------------------------------
(Cust) (Minor)
under Uniform Gift to Minors Act
----------------------------------------
(State)
Additional abbreviations may be used though not in the above list.
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
- ------------------------------------
- -------------------------------------------------------------------------------
(Name and address of assignee, including zip code, must be printed or
typewritten)
- -------------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting
and appointing
- -----------------------------------------------------------------------------
to transfer said Note on the books of the within Company, with full power of
substitution in the premises.
Dated:
- --------------------------------- ----------------------
- ----------------------------- --------------------- ----------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Note in every particular, without alteration
or enlargement or any change whatever and must be guaranteed by a commercial
bank or trust company having its principal office or a correspondent in The City
of New York or by a member of the New York Stock Exchange.
-6-
<PAGE> 7
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay the within Note (or portion thereof specified below) pursuant to its
terms at a price equal to the principal amount thereof, together with interest
to the repayment date, to the undersigned, at
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid the Paying Agent must receive at 55 Water
Street, Room 234, North Building, New York, New York 10041, or at such other
place or places of which the Company shall from time to time notify the Holder
of the within Note, not more than 45, nor less than 30, days prior to an
Optional Repayment Date, if any, shown on the face of the within Note, either
(i) this Note with this "Option to Elect Repayment" form duly completed, or (ii)
a telegram, telex, facsimile transmission or letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or trust company in the United States of America setting forth
the name of the holder of the Note, the principal amount of the Note, the
principal amount of the Note to be repaid, the certificate number or a
description of the tenor and terms of the Note, a statement that the option to
elect repayment is being exercised thereby and a guarantee that the Note to be
repaid with the form entitled "Option to Elect Repayment" on the Note duly
completed will be received by the Paying Agent not later than five Business Days
after the date of such telegram, telex, facsimile transmission or letter and
such Note and form duly completed are received by the Paying Agent by such fifth
Business Day.
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof (which shall be increments of $1,000) which
the Holder elects to have repaid: $_____________ and specify the denomination or
denominations (which shall be $100,000 or an integral multiple of $1,000 in
excess thereof) of the Notes to be issued to the Holder for the portion of the
within Note not being repaid (in the absence of any such specification, one such
Note will be issued for the portion not being repaid): $_______________________.
Date: ________________________
---------------------------------------
Note: The signature on this Option to
Elect Repayment must correspond with the
name as written upon the face of this
Note in every particular without
2052E alteration or enlargement.
-7-
<PAGE> 1
Exhibit 4.8
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
BANC ONE CORPORATION
MEDIUM-TERM NOTE DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
(SUBORDINATED, FLOATING RATE)
REGISTERED
CUSIP
No.
PRINCIPAL AMOUNT:
ORIGINAL ISSUE DATE: MATURITY DATE:
INITIAL INTEREST RATE: SPREAD:
INDEX MATURITY: SPREAD MULTIPLIER:
INTEREST RATE BASIS: INTEREST PAYMENT PERIOD:
MAXIMUM INTEREST RATE: INTEREST RATE RESET PERIOD:
MINIMUM INTEREST RATE: CALCULATION AGENT:
INTEREST RESET DATES: OPTIONAL REPAYMENT:
INTEREST PAYMENT DATES: OTHER PROVISIONS:
REDEEMABLE ON OR AFTER:
DATE(S):
BANC ONE CORPORATION, an Ohio corporation (herein called the "Company",
which term includes any successor corporation under the Indenture referred to on
the reverse hereof), for value received, hereby promises to pay to
or registered assigns, the principal sum of
DOLLARS
on the Maturity Date shown above, and to pay interest thereon from the most
recent Interest Payment Date to which interest has been paid or duly provided
for or, if no interest has been paid or duly provided for, from the Original
Issue Date shown above at the rate per annum determined in accordance with the
provisions herein relating to the Interest Rate Basis specified above on each
Interest Payment Date specified above, until the principal hereof is paid or
made available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Note (or one or more Predecessor Notes)
is registered at the close of business on the Regular Record Date for such
interest, which shall be the fifteenth calendar day (whether or not a Business
Day), next preceding such Interest Payment Date, provided that interest payable
on the Maturity Date shown above or upon
<PAGE> 2
repayment or redemption shall be payable to the Person to whom the principal
hereof is payable. Any such interest not so punctually paid or duly provided for
shall forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Note (or one or more
Predecessor Notes) is registered on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to the Holder of this Note not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange upon which the Notes of the
series shown above may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in such Indenture. Payment of the
principal of and interest on this Note due on the Maturity Date or upon
repayment or redemption will be made in immediately available funds against
presentation of the Note; provided that it is presented to the Paying Agent in
time for the Paying Agent to make such payment in such funds in accordance with
its normal procedures. Payment of the principal and interest on this Note will
be made at the office or agency of the Company maintained for that purpose in
The City of New York, New York, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that, at the option of the Company, payment of
interest (other than interest payable on the Maturity Date or upon repayment or
redemption) may be paid by check mailed to the address of the Person entitled
thereto as it appears in the Note Register at the close of business on the
Regular Record Date corresponding to the relevant Interest Payment Date.
THIS NOTE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A
BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY.
Reference is made to the further provisions of this Note set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
All terms not defined herein shall have the respective meanings ascribed
to them in the Indenture referred to herein.
Unless the certificate of authentication hereon has been manually executed
by or on behalf of the Trustee under such Indenture, this Note shall not be
entitled to any benefits under such Indenture or be valid or obligatory for any
purpose.
<PAGE> 3
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.
BANC ONE CORPORATION
Dated:
By
[Title]
By
[Title]
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By
Authorized Officer
<PAGE> 4
BANC ONE CORPORATION
MEDIUM-TERM NOTE DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
(SUBORDINATED, FLOATING RATE)
This Note is one of a duly authorized issue of Medium-Term Notes Due Nine
Months or More From Date of Issue (Subordinated, Floating Rate) of the Company
(herein called the "Notes"), issued and to be issued under an indenture dated as
of March 3, 1997 for subordinated debt securities, between the Company and The
Chase Manhattan Bank, as trustee (herein called the "Trustee," which term
includes any successor trustee under the Indenture) (such Indenture herein
called the "Indenture"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Notes and of the terms upon which the Notes are,
and are to be, authenticated and delivered. The Notes may bear different dates
and mature at different times, may bear interest at different rates and may
otherwise vary, all as provided in the Indenture.
Commencing with the Interest Reset Date specified on the face hereof first
following the Original Issue Date specified on the face hereof, the rate at
which interest on this Note is payable shall be adjusted daily, weekly, monthly,
quarterly, semi-annually or annually as shown on the face hereof under the
Interest Rate Reset Period; PROVIDED, HOWEVER, that the interest rate in effect
for the period from the Original Issue Date to the first Interest Reset Date
will be the Initial Interest Rate specified on the face hereof and, if the
Interest Rate Basis set forth on the face hereof is Commercial Paper Rate,
Federal Funds Rate, CD Rate, Prime Rate or Treasury Rate, the interest rate in
effect for the ten days immediately prior to the Maturity Date (or the date of
repayment or redemption) will be that in effect on the tenth day preceding the
Maturity Date (or the date of repayment or redemption). Each such adjusted rate
shall be applicable on and after the Interest Reset Date to which it relates,
to, but not including, the next succeeding Interest Reset Date, or until the
Maturity Date, as the case may be. If any Interest Reset Date would otherwise be
a day that is not a Business Day, such Interest Reset Date shall be postponed to
the next day that is a Business Day, except that if the Interest Rate Basis
specified on the face hereof is LIBOR, and if such Business Day is in the next
succeeding calendar month, such Interest Reset Date shall be the immediately
preceding Business Day. Subject to applicable provisions of law and except as
specified herein, on each Interest Reset Date the rate of interest on this Note
shall be the rate determined in accordance with the provisions of the applicable
heading below.
All percentages resulting from any calculation on the Notes will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upward (e.g.,
9.876545% or .09876545) being rounded to 9.87655% (or .0987655) and 9.876544%
(or .09876544) being rounded to 9.87654% or (.0987654), and all dollar amounts
used in or resulting from such calculation will be rounded to the nearest cent
(with one-half cent being rounded upward).
DETERMINATION OF COMMERCIAL PAPER RATE
If the Interest Rate Basis specified on the face hereof is the Commercial
Paper Rate, the interest rate with respect to this Note for any Interest Reset
Date shall be the Commercial Paper Rate plus or minus the Spread, if any, and/or
multiplied by the Spread Multiplier, if any, as specified on the face hereof, as
determined on the applicable Interest Determination Date.
"Commercial Paper Rate" means, with respect to any Interest Determination
Date, the Money Market Yield (calculated as described below) of the rate on that
date for commercial paper having the Index Maturity specified on the
<PAGE> 5
face hereof as such rate is published by the Board of Governors of the Federal
Reserve System in "Statistical Release H.15(519), Selected Interest Rates", or
any successor publication of the Board of Governors of the Federal Reserve
System ("H.15(519)"), under the heading "Commercial Paper". In the event that
such rate is not published by 9:00 a.m., New York City time, on the Calculation
Date (as defined below) pertaining to such Interest Determination Date then the
Commercial Paper Rate shall be the Money Market Yield of the rate on that
Interest Determination Date for commercial paper having such Index Maturity as
published by the Federal Reserve Bank of New York in its daily statistical
release, "Composite 3:30 p.m. Quotations for U.S. Government Securities"
("Composite Quotations") under the heading "Commercial Paper". If by 3:00 p.m.,
New York City time, on such Calculation Date such rate is not yet published in
H.15(519) or Composite Quotations, the Commercial Paper Rate for that Interest
Determination Date shall be calculated by the Calculation Agent appointed by the
Company and shall be the Money Market Yield of the arithmetic mean (as rounded
upwards, if necessary, to the next higher one hundred-thousandth of a percentage
point) of the offered rates of three leading dealers of commercial paper in The
City of New York selected by the Calculation Agent (after consultation with the
Company) as of 11:00 a.m., New York City time, on that Interest Determination
Date, for commercial paper having such Index Maturity placed for an industrial
issuer whose bond rating is "AA" or the equivalent from a nationally recognized
securities rating agency; PROVIDED, HOWEVER, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the Commercial Paper Rate with respect to such Interest Determination
Date will be the Commercial Paper Rate in effect on such Interest Determination
Date.
"Money Market Yield" shall be a yield calculated in accordance with the
following formula:
Money Market Yield = D x 360 x 100
-----------------
360 - (D x M)
where "D" refers to the per annum rate for the commercial paper, quoted on a
bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the interest period for which interest is being calculated.
DETERMINATION OF FEDERAL FUNDS RATE
If the Interest Rate Basis specified on the face hereof is the Federal
Funds Rate, the interest rate with respect to this Note for any Interest Reset
Date shall be the Federal Funds Rate plus or minus the Spread, if any, and/or
multiplied by the Spread Multiplier, if any, as specified on the face hereof, as
determined on the applicable Interest Determination Date.
"Federal Funds Rate" means, with respect to any Interest Determination
Date, the rate on that day for Federal Funds as published in H.15(519) under the
heading "Federal Funds (Effective)" or, if not so published by 9:00 a.m., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Federal Funds Rate will be the rate on such Interest
Determination Date as published in Composite Quotations under the heading
"Federal Funds/Effective Rate". If such rate is not yet published by 3:00 p.m.,
New York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Federal Funds Rate for such Interest Determination Date
will be calculated by the Calculation Agent and will be the arithmetic mean of
the rates for the last transaction in overnight Federal Funds arranged by three
leading dealers of Federal Funds transactions in The City of New York selected
by the Calculation Agent (after consultation with the Company) prior to 9:00
a.m., New York City time, on such Interest Determination Date; PROVIDED,
HOWEVER, that if the dealers selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this
<PAGE> 6
sentence, the Federal Funds Rate will be the Federal Funds Rate in effect on
such Interest Determination Date.
DETERMINATION OF CD RATE
If the Interest Rate Basis specified on the face hereof is the CD Rate,
the interest rate with respect to this Note for any Interest Reset Date shall be
the CD Rate plus or minus the Spread, if any, and/or multiplied by the Spread
Multiplier, if any, as specified on the face hereof, as determined on the
applicable Interest Determination Date.
"CD Rate" means, with respect to any Interest Determination Date, the rate on
such date for negotiable certificates of deposit having the Index Maturity
designated on the face hereof as published in H.15(519) under the heading "CDs
(Secondary Market)", or, if not so published by 9:00 a.m., New York City time,
on the Calculation Date pertaining to such Interest Determination Date, the CD
Rate will be the rate on such Interest Determination Date for negotiable
certificates of deposit of the Index Maturity designated on the face hereof as
published in Composite Quotations under the heading "Certificates of Deposit."
If such rate is not yet published in either H.15(519) or the Composite
Quotations by 3:00 P.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the CD Rate on such Interest Determination
Date will be calculated by the Calculation Agent and will be the arithmetic mean
of the secondary market offered rates as of 10:00 a.m., New York City time, on
such Interest Determination Date of three leading nonbank dealers in negotiable
U.S. dollar certificates of deposit in The City of New York selected by the
Calculation Agent (after consultation with the Company) for negotiable
certificates of deposit of major United States money center banks of the highest
credit standing in the market for negotiable certificates of deposit with a
remaining maturity closest to the Index Maturity designated on the face hereof
in the denomination of $5,000,000; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as set forth
above, the CD Rate will be the CD Rate in effect on such Interest Determination
Date.
DETERMINATION OF CMT RATE
If the Interest Rate Basis specified on the face hereof is the CMT Rate,
the interest rate with respect to this Note for any Interest Reset Date shall be
the CMT Rate plus or minus the Spread, if any, and/or multiplied by the Spread
Multiplier, if any, as specified on the face hereof, as determined on the
applicable Interest Determination Date.
"CMT Rate" means, with respect to any Interest Determination Date, the rate
displayed on the Designated CMT Telerate Page (as defined below) under the
caption "...Treasury Constant Maturities...Federal Reserve Board Release
H.15...Mondays Approximately 3:45 p.m.," under the column for the Designated CMT
Maturity Index (as defined below) for (i) if the Designated CMT Telerate Page is
7055, the rate on such Interest Determination Date and (ii) if the Designated
CMT Telerate Page is 7052, the week or the month, as specified on the face
hereof, ended immediately preceding the week in which the related Interest
Determination Date occurs. If such rate is no longer displayed on the relevant
page, or if not displayed by 3:00 p.m., New York City time, on the related
Calculation Date, then the CMT Rate for such Interest Determination Date will be
such Treasury Constant Maturity rate for the Designated CMT Maturity Index as
published in the relevant H.15(519). If such rate is no longer published, or, if
not published by 3:00 p.m., New York City time, on the related Calculation Date,
then the CMT Rate for such Interest Determination Date will be such Treasury
Constant Maturity rate for the Designated CMT Maturity Index (or other United
States Treasury rate for the Designated CMT Maturity Index) for the Interest
Determination Date with respect to such Interest Reset Date as may then be
published by either the Board of Governors of the Federal Reserve System or the
United States Department of the Treasury that the Calculation Agent determines
to be
<PAGE> 7
comparable to the rate formerly displayed on the Designated CMT Telerate Page
and published in the relevant H.15(519). If such information is not provided by
3:00 p.m., New York City time, on the related Calculation Date, then the CMT
Rate for the Interest Determination Date will be calculated by the Calculation
Agent and will be a yield to maturity, based on the arithmetic mean of the
secondary market closing offer side prices as of approximately 3:30 p.m., New
York City time on the Interest Determination Date reported, according to their
written records, by three leading primary United States government securities
dealers (each, a "Reference Dealer") in The City of New York selected by the
Calculation Agent (from five such Reference Dealers selected by the Calculation
Agent, after consultation with the Company, and eliminating the highest
quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)), for the most
recently issued direct noncallable fixed rate obligations of the United States
("Treasury notes") with an original maturity of approximately the Designated CMT
Maturity Index and a remaining term to maturity of not less than such Designated
CMT Maturity Index minus one year. If the Calculation Agent cannot obtain three
such Treasury notes quotations, the CMT Rate for such Interest Determination
Date will be calculated by the Calculation Agent and will be a yield to maturity
based on the arithmetic mean of the secondary market offer side prices as of
approximately 3:30 p.m., New York City time, on the Interest Determination Date
of three Reference Dealers in The City of New York (from five such Reference
Dealers selected by the Calculation Agent and eliminating the highest quotation
(or, in the event of equality, one of the highest) and the lowest quotation (or,
in the event of equality, one of the lowest)), for Treasury notes with an
original maturity of the number of years that is the next highest to the
Designated CMT Maturity Index and a remaining term to maturity closest to the
Designated CMT Maturity Index and in an amount of at least $100,000,000. If
three or four (and not five) of such Reference Dealers are quoting as described
above, then the CMT Rate will be based on the arithmetic mean of the offer
prices obtained and neither the highest nor the lowest of such quotes will be
eliminated; provided, however, that if fewer than three Reference Dealers
selected by the Calculation Agent are quoting as described herein, the CMT Rate
will be the CMT Rate in effect on such Interest Determination Date. If two
Treasury notes with an original maturity as described in the second preceding
sentence have remaining terms to maturity equally close to the Designated CMT
Maturity Index, the quotes for the Treasury note with the shorter remaining term
to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow Jones Telerate
Service on the page designated on the face hereof (or any other page as may
replace such page on that service for the purpose of displaying Treasury
Constant Maturities as reported in H.15(519)), for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519). If no such page is
specified on the face hereof, the Designated CMT Telerate Page shall be 7052,
for the most recent week.
"Designated CMT Maturity Index" shall be the original period to maturity
of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified on the face hereof with respect to which the CMT Rate will be
calculated. If no such maturity is specified on the face hereof, the Designated
CMT Maturity Index shall be 2 years.
DETERMINATION OF LIBOR
If the Interest Rate Basis specified on the face hereof is LIBOR, the
interest rate with respect to this Note for any Interest Reset Date shall be
LIBOR plus or minus the Spread, if any, or multiplied by the Spread Multiplier,
if any, as specified on the face hereof, as determined on the applicable
Interest Determination Date.
"LIBOR" will be determined by the Calculation Agent in accordance with
the following provisions:
<PAGE> 8
(i) With respect to an Interest Determination Date, LIBOR will be either:
(a) if "LIBOR Reuters" is specified on the face hereof, the arithmetic mean of
the offered rates (unless the specified Designated LIBOR Page (as defined below)
by its terms provides only for a single rate, in which case such single rate
shall be used) for deposits in the Index Currency having the Index Maturity
designated on the face hereof, commencing on the Interest Reset Date, that
appear on the Designated LIBOR Page as of 11:00 a.m., London time, on that
Interest Determination Date, if at least two such offered rates appear (unless,
as aforesaid, only a single rate is required) on such Designated LIBOR Page, or
(b) if "LIBOR Telerate" is specified on the face hereof, the rate for deposits
in the Index Currency having the Index Maturity designated on the face hereof,
commencing on the Interest Reset Date, that appears on the Designated LIBOR Page
as of 11:00 a.m., London time, on the Interest Determination Date. If fewer than
two offered rates appear, or no rate appears, as applicable, LIBOR in respect of
the related Interest Determination Date will be determined as if the parties had
specified the rate described in clause (ii) below.
(ii) With respect to an Interest Determination Date on which LIBOR is to
be calculated pursuant to this clause (ii), the Calculation Agent will request
the principal London offices of each of four major reference banks in the London
interbank market, as selected by the Calculation Agent (after consultation with
the Company), to provide the Calculation Agent with its offered quotation for
deposits in the Index Currency for the period of the Index Maturity designated
on the face hereof, commencing on the Interest Reset Date, to prime banks in the
London interbank market at approximately 11:00 a.m., London time, on such
Interest Determination Date and in a principal amount that is representative for
a single transaction in such Index Currency in such market at such time. If at
least two such quotations are provided, LIBOR determined on such Interest
Determination Date will be the arithmetic mean of such quotations. If fewer than
two such quotations are provided, LIBOR determined on such Interest
Determination Date will be the arithmetic mean of the rates quoted at
approximately 11:00 a.m. (or such other time if specified on the face hereof),
in the applicable Principal Financial Center for the country of the Index
Currency on such Interest Determination Date, by three major banks in such
Principal Financial Center selected by the Calculation Agent (after consultation
with the Company) for loans in the Index Currency to leading European banks,
having the Index Maturity designated on the face hereof and in a principal
amount that is representative for a single transaction in such Index Currency in
such market at such time: PROVIDED, HOWEVER, that if the banks so selected by
the Calculation Agent are not quoting as mentioned in this sentence, LIBOR with
respect to such Interest Determination Date will be LIBOR in effect on such
Interest Determination Date.
"Index Currency" means the currency (including composite currencies)
specified on the face hereof as the currency for which LIBOR shall be
calculated. If no such currency is specified on the face hereof, the Index
Currency shall be U.S. dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is designated
on the face hereof, the display on the Reuters Monitor Money Rates Service for
the purpose of displaying the London interbank rates of major banks for the
applicable Index Currency, or (b) if "LIBOR Telerate" is designated on the face
hereof, the display on the Dow Jones Telerate Service for the purpose of
displaying the London interbank rates of major banks for the applicable Index
Currency. If neither LIBOR Reuters nor LIBOR Telerate is specified on the face
hereof, LIBOR for the applicable Index Currency will be determined as if LIBOR
Telerate (and, if the U.S. dollar is the Index Currency, Page 3750) had been
specified.
"London Banking Day" means any day on which dealings in deposits in the
Index Currency are transacted in the London interbank market.
<PAGE> 9
"Principal Financial Center" means the capital city of the country issuing
the Index Currency, except that with respect to U.S. dollars, Deutsche marks,
Italian lira, Swiss francs, Dutch guilders and ECUs, the Principal Financial
Center shall be the City of New York, Frankfurt, Milan, Zurich, Amsterdam and
Brussels, respectively.
DETERMINATION OF PRIME RATE
If the Interest Rate Basis specified on the face hereof is the Prime Rate,
the interest rate with respect to this Note for any Interest Reset Date shall be
the Prime Rate plus or minus the Spread, if any, and/or multiplied by the Spread
Multiplier, if any, as specified on the face hereof, as determined on the
applicable Interest Determination Date.
"Prime Rate" means, with respect to any Interest Determination Date, the
rate set forth in H.15(519) for such date opposite the caption "Bank Prime
Loan." If such rate is not yet published by 9:00 a.m., New York City time, on
the Calculation Date pertaining to such Interest Determination Date, the Prime
Rate for such Interest Determination Date will be the arithmetic mean of the
rates of interest publicly announced by each bank that appears on the Reuters
Screen USPRIME1 (as defined below) as such bank's prime rate or base lending
rate as in effect for such Interest Determination Date. If fewer than four such
rates, but more than one such rate, appear on the Reuters Screen USPRIME1 for
such Interest Determination Date, the rate shall be the arithmetic mean of the
prime rates quoted on the basis of the actual number of days in the year divided
by 360 as of the close of business on such Interest Determination Date by at
least two major money center banks in The City of New York selected by the
Calculation Agent (after consultation with the Company). If fewer than two such
rates appear on the Reuters Screen USPRIME1, the Prime Rate shall be calculated
by the Calculation Agent as of the close of business on the Interest
Determination Date on the basis of the prime rates, as of the close of business
on the Interest Determination Date, furnished in The City of New York by three
substitute banks or trust companies organized and doing business under the laws
of the United States, or any State thereof, in each case having total equity
capital of at least U.S. $500 million and being subject to supervision or
examination by federal or state authority, selected by the Calculation Agent
(after consultation with the Company) to provide such rate or rates; PROVIDED,
HOWEVER, that if the banks or trust companies selected as aforesaid by the
Calculation Agent are not quoting as set forth above, the Prime Rate will be the
Prime Rate in effect on such Interest Determination Date. "Reuters Screen
USPRIME1" means the display designated as Page "USPRIME1" on the Reuters Monitor
Money Rates Services (or such other page as may replace the USPRIME1 Page on
that service for the purpose of displaying prime rates or base lending rates of
major United States banks).
DETERMINATION OF TREASURY RATE
If the Interest Rate Basis specified on the face hereof is the Treasury
Rate, the interest rate with respect to this Note for any Interest Reset Date
shall be the Treasury Rate plus or minus the Spread, if any, and/or multiplied
by the Spread Multiplier, if any, as specified on the face hereof, as determined
on the applicable Interest Determination Date.
"Treasury Rate" means, with respect to any Interest Determination Date,
the rate applicable to the auction held on such date of direct obligations of
the United States ("Treasury bills") having the Index Maturity specified on the
face hereof as published in H.15(519) under the heading "Treasury bills -auction
average (investment)" or, if not so published by 9:00 a.m., New York City time,
on the Calculation Date pertaining to such Interest Determination Date, the
auction average rate (expressed as a bond equivalent, on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) as otherwise
announced by the United States Department of the Treasury. In the event that the
results of the auction of Treasury bills having the Index
<PAGE> 10
Maturity specified on the face hereof are not published or otherwise reported as
provided above by 3:00 p.m., New York City time, on such Calculation Date or no
such auction is held on such Interest Determination Date, then the Treasury Rate
shall be calculated by the Calculation Agent and shall be a yield to maturity
(expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates, as of approximately 3:30 p.m., New York City time,
on such Interest Determination Date, of three leading primary United States
government securities dealers selected by the Calculation Agent (after
consultation with the Company) for the issue of Treasury bills with a remaining
maturity closest to the Index Maturity specified on the face hereof; PROVIDED,
HOWEVER, that if the dealers selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this sentence, the Treasury Rate with respect to
such Interest Determination Date will be the Treasury Rate in effect on such
Interest Determination Date.
GENERAL
Notwithstanding the determination of the interest rate as provided above,
the interest rate on this Note for any interest period shall not be greater than
the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if
any, specified on the face hereof. The interest rate on this Note will in no
event be higher than the maximum rate permitted by New York law as the same may
be modified by United States law of general application.
The Calculation Agent shall calculate the interest rate on this Note in
accordance with the foregoing on or before the Calculation Date. The Company
will notify the Trustee and any Paying Agent of each determination of the
interest rate applicable to this Note promptly after such determination is made
by the Calculation Agent. The Trustee and any Paying Agent will, upon the
request of the Holder of this Note, provide the interest rate then in effect
and, if different, the interest rate which will become effective as a result of
a determination made with respect to the most recent Interest Determination Date
with respect to this Note. The Trustee and any Paying Agent will not be
responsible for determining the interest rate applicable to this Note.
If any Interest Payment Date specified on the face hereof would otherwise
be a day that is not a Business Day, such Interest Payment Date shall be
postponed to the next day that is a Business Day, except that if the Interest
Rate Basis specified on the face hereof is LIBOR, and if any such Business Day
is in the next succeeding calendar month, such Interest Payment Date shall be
the immediately preceding Business Day. If the Maturity Date falls on a day
which is not a Business Day, payment of principal, premium, if any, and interest
with respect to this Note will be paid on the next succeeding Business Day with
the same force and effect as if made on such date and no interest will accrue
from and after such date. "Business Day" means any day, other than a Saturday or
Sunday, that meets each of the following applicable requirements: the day is (i)
not a day on which banks are authorized or required by law to close in New York
City, (ii) with respect to Notes denominated in a foreign currency, not a day on
which banks are authorized or required by law to close in the capital city of
the country issuing such currency, (iii) with respect to Notes denominated in
ECU, not a day on which banks are authorized or required by law to close in
Brussels, Belgium, (iv) with respect to Notes denominated in another composite
currency, not a day on which banks are authorized or required by law to close in
the city specified on the face hereof, and (v) with respect to LIBOR Notes, a
London Banking Day.
If the Interest Rate Basis specified on the face hereof is the Commercial
Paper Rate, the Federal Funds Rate, the CD Rate, the CMT Rate or the Prime Rate,
the Interest Determination Date pertaining to an Interest Reset Date will be the
second Business Day prior to such Interest Reset Date. If the Interest Rate
Basis specified on the face hereof is LIBOR, the Interest Determination Date
pertaining to an Interest Reset Date will be the second
<PAGE> 11
London Banking Day next preceding such Interest Reset Date. If the Interest Rate
Basis specified on the face hereof is the Treasury Rate, the Interest
Determination Date pertaining to an Interest Reset Date will be the day of the
week in which such Interest Reset Date falls on which Treasury bills would
normally be auctioned (generally, Monday). If as the result of a legal holiday,
an auction is held on the preceding Friday, such Friday will be the Interest
Determination Date pertaining to the Interest Reset Date occurring in the next
succeeding week. If an auction date shall fall on any Interest Reset Date for
the Note, then such Interest Reset Date shall instead be the first Business Day
immediately following such auction date.
The "Calculation Date", where applicable, pertaining to an Interest
Determination Date is the earlier of (i) the tenth calendar day after such
Interest Determination Date or if any such day is not a Business Day, the next
succeeding Business Day, or (ii) the Business Day preceding the applicable
Interest Payment Date or the Maturity Date or the date of repayment or
redemption, as the case may be.
Interest payments on this Note on an Interest Payment Date shall include
accrued interest from and including the next preceding Interest Payment Date in
respect of which interest has been paid or duly provided for (or from and
including the date of issue if no interest has been paid) to, but excluding,
such Interest Payment Date or the Maturity Date or the date of repayment or
redemption, as the case may be. Accrued interest will be calculated by
multiplying the principal amount of this Note by an accrued interest factor. The
accrued interest factor will be computed by adding together the interest factors
calculated for each day in the period for which accrued interest is being
calculated. The interest factor for each such day will be computed by dividing
the interest rate applicable to such day by 360 if the Interest Rate Basis is
the Commercial Paper Rate, LIBOR, CD Rate, Federal Funds Rate or Prime Rate, or
by the actual number of days in the year if the Interest Rate Basis is the CMT
Rate or Treasury Rate.
This Note may be subject to repayment at the option of the Holder hereof
on the Optional Repayment Date(s) indicated on the face hereof. If no such date
is set forth on the face hereof, this Note may not be so repaid at the option of
the Holder hereof prior to maturity. On each Optional Repayment Date, if any,
this Note shall be repayable in whole or in part in increments of $1,000
(provided that any remaining principal hereof shall be at least $100,000) at the
option of the Holder hereof at a repayment price equal to 100% of the principal
amount to be repaid, together with interest thereon payable to the date of
repayment. For this Note to be repaid in whole or in part at the option of the
Holder hereof, The Chase Manhattan Bank, as Paying Agent, at 55 Water Street,
Room 234, North Building, New York, New York 10041, or at such other address of
which the Company shall from time to time notify the Holders of the Notes, must
receive not more than 45, nor less than 30, days prior to an Optional Repayment
Date, if any, either (i) this Note accompanied by the form entitled "Option to
Elect Repayment" below duly completed, or (ii) a telegram, telex, facsimile
transmission or letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial bank or trust
company in the United States of America setting forth the name of the holder of
the Note, the principal amount of the Note, the principal amount of the Note to
be repaid, the certificate number or a description of the tenor and terms of the
Note, a statement that the option to elect repayment is being exercised thereby
and a guarantee that the Note to be repaid with the form entitled "Option to
Elect Repayment" on the Note duly completed will be received by the Paying Agent
not later than five Business Days after the date of such telegram, telex,
facsimile transmission or letter and such Note and form duly completed are
received by the Paying Agent by such fifth Business Day. Exercise of such
repayment option by the Holder hereof shall be irrevocable.
If so provided on the face of this Note, this Note may be redeemed by the
Company on and after the date so indicated on the face hereof. If no date on and
after which this Note is redeemable is set forth on the face hereof, this
<PAGE> 12
Note may not be redeemed prior to maturity. On and after the date, if any, from
which this Note may be redeemed, this Note may be redeemed in whole or in part
in increments of $1,000 (provided that any remaining principal amount of this
Note shall be at least $100,000) at the option of the Company at a redemption
price equal to 100% of the principal amount to be redeemed, together with
interest thereon payable to the date of redemption, on notice given not more
than 60, nor less than 30, days prior to the date of redemption. In the event of
redemption of this Note in part only, a new Note for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon surrender hereof.
The Notes will not have a sinking fund.
The indebtedness of the Company evidenced by the Notes, including the
principal thereof and interest thereon, is, to the extent and in the manner set
forth in the Indenture, subordinate and junior in right of payment to its
obligations to holders of Senior Indebtedness (as defined in the Indenture) and
creditors in respect of General Obligations (as defined in the Indenture), and
each Holder of Notes, by the acceptance thereof, agrees to and shall be bound by
such provisions of the Indenture.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series under the
Indenture to be affected at any time by the Company with the consent of the
Holders of a majority in principal amount of the Securities at the time
Outstanding of all series to be affected (acting as one class). The Indenture
also contains provisions permitting the Holders of a majority in principal
amount of the Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company which is
absolute and unconditional to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency herein and in the
Indenture prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registerable in the Security Register,
upon surrender of this Note for registration of transfer at the office or agency
of the Company in any place where the principal of and interest on this Note are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Notes of authorized denominations and for the same aggregate
principal amount will be issued to the designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $100,000 and any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a like aggregate
principal amount of Notes of a different authorized denomination, as requested
by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
<PAGE> 13
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
This Note shall be construed in accordance with and governed by the laws
of the State of New York.
<PAGE> 14
-----------------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT --as tenants by the entireties
JT ENT -- as joint tenants and not as tenants in common
UNIF GIFT MIN ACT Custodian
----------------------------------
(Cust) (Minor)
under Uniform Gift to Minors Act
------------------------------------
(State)
Additional abbreviations may be used though not in the above list.
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
- ------------------------------------
- -------------------------------------------------------------------------------
(Name and address of assignee, including zip code, must be printed or
typewritten)
- -------------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting
and appointing
- -----------------------------------------------------------------------------
to transfer said Note on the books of the within Company, with full power of
substitution in the premises.
Dated:
- ------------------------------------------
- ------------------------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Note in every particular, without alteration
or enlargement or any change whatever and must be guaranteed by an eligible
guarantor institution (banks, stockbrokers, savings and loan associations and
credit unions with membership in an approved signature guarantee medallion
program), pursuant to SEC Rule 17Ad-15.
<PAGE> 15
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay the within Note (or portion thereof specified below) pursuant to its
terms at a price equal to the principal amount thereof, together with interest
to the repayment date, to the undersigned, at
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid the Paying Agent must receive at 55 Water
Street, Room 234, North Building, New York, New York 10041 or at such other
place or places of which the Company shall from time to time notify the Holder
of the within Note, not more than 45, nor less than 30, days prior to an
Optional Repayment Date, if any, shown on the face of the within Note, either
(i) this Note with this "Option to Elect Repayment" form duly completed, or (ii)
a telegram, telex, facsimile transmission or letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or trust company in the United States of America setting forth
the name of the holder of the Note, the principal amount of the Note, the
principal amount of the Note to be repaid, the certificate number or a
description of the tenor and terms of the Note, a statement that the option to
elect repayment is being exercised thereby and a guarantee that the Note to be
repaid with the form entitled "Option to Elect Repayment" on the Note duly
completed will be received by the Paying Agent not later than five Business Days
after the date of such telegram, telex, facsimile transmission or letter and
such Note and form duly completed are received by the Paying Agent by such fifth
Business Day.
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof (which shall be increments of $1,000) which
the Holder elects to have repaid: $_____________ and specify the denomination or
denominations (which shall be $100,000 or an integral multiple of $1,000 in
excess thereof) of the Notes to be issued to the Holder for the portion of the
within Note not being repaid (in the absence of any such specification, one such
Note will be issued for the portion not being repaid): $_______________________.
Date:
------------------------- ---------------------------------------
Note: The signature on this Option to
Elect Repayment must correspond with the
name as written upon the face of this
Note in every particular without
alteration or enlargement.
<PAGE> 1
Exhibit 5
October 21, 1997
To: The Directors of BANC ONE CORPORATION
This opinion is being provided by the undersigned, as Senior Vice President and
General Counsel of BANC ONE CORPORATION (the "Company"). In such capacity I, or
attorneys under my supervision, have represented the Company in connection with
the filing with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), of a
Registration Statement on Form S-3 relating to: (i) unsecured debt securities
("Debt Securities"), which may be either senior (the "Senior Securities") or
subordinated (the "Subordinated Securities") in priority of payment, both of
which may be convertible into or exchangeable for securities or indebtedness of
any kind of the Company or any other issuer or obligor; (ii) warrants ("Debt
Warrants") to purchase Debt Securities; (iii) options, warrants or other rights
relating to the exchange of certain currencies ("Currency Warrants"); (iv)
options, warrants or other rights entitling the holder to receive an amount in
cash determined by reference to increases ("Stock-Index Call Warrants") and
decreases ("Stock-Index Put Warrants" and, collectively with Stock-Index Call
Warrants, being referred to herein as the "Stock-Index Warrants") in the level
of a specified stock-index which may be based on one or more U.S. or foreign
stocks or a combination thereof; (v) options, warrants or other rights relating
to other items or indices ("Other Warrants"); (vi) shares of the Company's Class
A Preferred Stock or Class C Preferred Stock (collectively, " Preferred Stock")
which may be convertible into shares of common stock, no par value per share, of
the Company ("Common Stock") or exchangeable for Debt Securities; (vii) shares
of Preferred Stock represented by depositary shares ("Depositary Shares");
(viii) warrants to purchase shares of Preferred Stock ("Preferred Stock
Warrants"); (ix) warrants to purchase shares of Common Stock ("Common Stock
Warrants"); and (x) Common Stock. The Debt Warrants, Currency Warrants,
Stock-Index Warrants, Other Warrants, Preferred Stock Warrants and Common Stock
Warrants are collectively referred to herein as the "Warrants"; and the Debt
Securities, Warrants, shares of Preferred Stock, Depositary Shares and shares of
Common Stock are collectively referred to herein as the "Offered Securities".
The Offered Securities will be sold or delivered from time to time as set forth
in the Registration Statement, any amendment thereto, the prospectus contained
therein and supplements to the Prospectus. The Senior Securities will be issued
under an Indenture relating to senior securities dated as of March 3, 1997 (the
"Senior Indenture") between the Company and The Chase Manhattan Bank, as
trustee. The Subordinated Securities will be issued under an Indenture relating
to subordinated securities dated as of March 3, 1997 (the "Subordinated
Indenture" and, together with
<PAGE> 2
Directors of BANC ONE CORPORATION
October 21, 1997
Page 2
the Senior Indenture, the "Indentures") between the Company and The Chase
Manhattan Bank, as trustee. The Indentures are filed as exhibits to the
Registration Statement.
In rendering the opinions set forth below, I or attorneys under my supervision
have examined originals, or copies certified or otherwise identified to my
satisfaction, of such documents, corporate records and other instruments as I
have deemed necessary or appropriate for the purposes of this opinion, including
without limitation, the Registration Statement and the Indentures.
The opinions set forth in paragraphs 1, 2, 3, 4, 5, 6, 7 and 9 below are subject
to the effects of applicable bankruptcy, insolvency, moratorium, fraudulent
transfer or conveyance, reorganization, receivership, conservatorship and other
similar laws now or hereafter in effect relating to the rights of creditors
generally, and subject to general principles of equity (whether applied in a
proceeding at law or in equity) and an implied covenant of good faith and fair
dealing.
Based upon and subject to the foregoing and after examination of such matters of
law as I have deemed applicable or relevant to this opinion, I am of the opinion
that:
1. Upon (i) the effectiveness of the Registration Statement, (ii) the
establishment of the terms of the Debt Securities in conformity with the
resolutions of the Company's Board of Directors (the "Authorizing Resolutions")
and (iii) the issuance, authentication and delivery of the Debt Securities in
accordance with the provisions of the applicable Indenture against payment
therefor, the Debt Securities will constitute valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms.
2. Upon (i) the effectiveness of the Registration Statement, (ii) the
establishment of the terms of the Debt Warrants in conformity with the
Authorizing Resolutions, (iii) the authorization, execution and delivery of the
applicable debt warrant agreement (the "Debt Warrant Agreement") and (iv) the
issuance, authentication and delivery of the Debt Warrants in accordance with
the provisions of such Debt Warrant Agreement against payment therefor, the Debt
Warrants will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms.
3. Upon (i) the effectiveness of the Registration Statement, (ii) the
establishment of the terms of the Currency Warrants in conformity with the
Authorizing Resolutions, (iii) the authorization, execution and delivery of the
applicable currency warrant agreement (the "Currency Warrant Agreement") and
(iv) the issuance, authentication and delivery of the Currency Warrants in
accordance with the provisions of such Currency Warrant Agreement against
payment therefor, the Currency Warrants will constitute valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms.
4. Upon (i) the effectiveness of the Registration Statement, (ii) the
establishment of the
<PAGE> 3
Directors of BANC ONE CORPORATION
October 21, 1997
Page 3
terms of the Stock-Index Warrants in conformity with the Authorizing
Resolutions, (iii) the authorization, execution and delivery of the applicable
stock-index warrant agreement (the "Stock-Index Warrant Agreement") and (iv) the
issuance, authentication and delivery of the Stock-Index Warrants in accordance
with the provisions of such Stock-Index Warrant Agreement against payment
therefor, the Stock-Index Warrants will constitute valid and binding obligations
of the Company, enforceable against the Company in accordance with their terms.
5. Upon (i) the effectiveness of the Registration Statement, (ii) the
establishment of the terms of the Other Warrants in conformity with the
Authorizing Resolutions, (iii) the authorization, execution and delivery of the
applicable other warrant agreement (the "Other Warrant Agreement") and (iv) the
issuance, authentication and delivery of the Other Warrants in accordance with
the provisions of such Other Warrant Agreement against payment therefor, the
Other Warrants will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms.
6. Upon (i) the effectiveness of the Registration Statement, (ii) the
establishment of the terms of the Preferred Stock Warrants in conformity with
the Authorizing Resolutions, (iii) the authorization, execution and delivery of
the applicable preferred stock warrant agreement (the "Preferred Stock Warrant
Agreement") and (iv) the issuance, authentication and delivery of the Preferred
Stock Warrants in accordance with the provisions of such Preferred Stock Warrant
Agreement against payment therefor, the Preferred Stock Warrants will constitute
valid and binding obligations of the Company, enforceable against the Company in
accordance with their terms.
7. Upon (i) the effectiveness of the Registration Statement, (ii) the
establishment of the terms of the Common Stock Warrants in conformity with the
Authorizing Resolutions, (iii) the authorization, execution and delivery of the
applicable common stock warrant agreement (the "Common Stock Warrant Agreement")
and (iv) the issuance, authentication and delivery of the Common Stock Warrants
in accordance with the provisions of such Common Stock Warrant Agreement against
payment therefor, the Common Stock Warrants will constitute valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms.
8. Upon (i) the effectiveness of the Registration Statement, (ii) the
designation of the express terms of the class and series of Preferred Stock (the
"Offered Preferred Stock") by the Company's Board of Directors and thereafter
upon proper filing with the Secretary of State of the State of Ohio of an
amendment to the Company's Articles of Incorporation setting forth the express
terms of the Offered Preferred Stock and (iii) the issuance and sale of the
Offered Preferred Stock as contemplated in the Registration Statement and in
accordance with their respective terms, the shares of Offered Preferred Stock
will be legally issued, fully paid and nonassessable.
9. Upon (i) the effectiveness of the Registration Statement, (ii) the
establishment of the terms of the Depositary Shares in conformity with the
Authorizing Resolutions, (iii) the
<PAGE> 4
Directors of BANC ONE CORPORATION
October 21, 1997
Page 4
authorization, execution and delivery of the applicable deposit agreement
relating to the Depositary Shares (the "Depositary Agreement") and (iv) the
issuance, authentication and delivery of the Depositary Shares in accordance
with the provisions of such Depositary Agreement against payment therefor, the
Depositary Shares will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms.
10. Upon (i) the effectiveness of the Registration Statement and (ii)
the issuance and sale of the Common Stock as contemplated in the Registration
Statement and in accordance with its terms, the shares of Common Stock will be
legally issued, fully paid and nonassessable.
The opinions expressed herein are limited to the laws of the State of Ohio and
the federal laws of the United States of America. I hereby consent to (i) the
use and filing of this opinion as an exhibit to the Registration Statement and
to the reference to this opinion under the heading "Legal Opinions" in any
prospectus filed in connection with the Registration Statement and (ii) the
incorporation by reference of this opinion into a subsequent registration
statement filed by the Company pursuant to Rule 462(b) under the Securities Act
relating to the offering covered by the Registration Statement. In giving such
consent, I do not thereby admit that I come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933 or the General
Rules and Regulations thereunder.
Very truly yours,
/s/ Steven Alan Bennett
Steven Alan Bennett
Senior Vice President and General Counsel
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement on Form S-3 of BANC ONE CORPORATION of: (1) our report dated February
21, 1997 on our audits of the consolidated financial statements of BANC ONE
CORPORATION as of December 31, 1996 and 1995, and for each of the three years in
the period ended December 31, 1996, included in BANC ONE CORPORATION's Annual
Report on Form 10-K for the year ended December 31, 1996, as amended by Form
10-K/A filed on March 21, 1997 and Form 10-K/A filed on June 30, 1997; and (2)
our report dated August 28, 1997 on our audits of the supplemental balance
sheets of BANC ONE CORPORATION as of December 31, 1996 and 1995, and the related
supplemental consolidated statements of income, changes in stockholders' equity
and cash flows for each of the three years in the period ended December 31,
1996, included in BANC ONE CORPORATION's Current Report on Form 8-K dated August
29, 1997, as amended by Form 8-K/A dated September 2, 1997.
We also consent to the reference to our firm under the caption of
"Experts".
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
October 20, 1997
<PAGE> 1
-----------------------------------------------------------
Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
--------
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
BANC ONE CORPORATION
(Exact name of obligor as specified in its charter)
OHIO 31-0738296
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
100 EAST BROAD STREET
COLUMBUS, OHIO 43271
(Address of principal executive offices) (Zip Code)
--------------------------------------------
SENIOR DEBT SECURITIES
(Title of the indenture securities)
<PAGE> 2
--------------------------------------------
GENERAL
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.
New York State Banking Department, State House, Albany, New
York 12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
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.
<PAGE> 3
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, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
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.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, 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 State of New York, on the 16th day of October, 1997.
THE CHASE MANHATTAN BANK
By /s/ Glenn G. McKeever
----------------------------
/s/ Glenn G. McKeever
Senior Trust Officer
-3-
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1997, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ............................................... $ 13,892
Interest-bearing balances ....................................... 4,282
Securities:
Held to maturity securities .......................................... 2,857
Available for sale securities ........................................ 34,091
Federal funds sold and securities purchased under
agreements to resell ............................................ 29,970
Loans and lease financing receivables:
Loans and leases, net of unearned income ...$124,827
Less: Allowance for loan and lease losses .. 2,753
Less: Allocated transfer risk reserve ...... 13
--------
Loans and leases, net of unearned income,
allowance, and reserve .......................................... 122,061
Trading Assets ....................................................... 56,042
Premises and fixed assets (including capitalized
leases) ......................................................... 2,904
Other real estate owned .............................................. 306
Investments in unconsolidated subsidiaries and
associated companies ............................................ 232
Customers' liability to this bank on acceptances
outstanding ..................................................... 2,092
Intangible assets .................................................... 1,532
Other assets ......................................................... 10,448
--------
TOTAL ASSETS ......................................................... $280,709
========
</TABLE>
-4-
<PAGE> 5
<TABLE>
<CAPTION>
liabilities
<S> <C> <C>
Deposits
In domestic offices ............................................. $ 91,249
Noninterest-bearing .......................$ 38,157
Interest-bearing ........................... 53,092
---------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's ....................................................... 70,192
Noninterest-bearing .......................$ 3,712
Interest-bearing ........................... 66,480
Federal funds purchased and securities sold under agree-
ments to repurchase .................................................. 35,185
Demand notes issued to the US Treasury ............................... 1,000
Trading liabilities .................................................. 42,307
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ................... 4,593
With a remaining maturity of more than one year
through three years ...................................... 260
With a remaining maturity of more than three years .............. 146
Bank's liability on acceptances executed and outstanding ............. 2,092
Subordinated notes and debentures .................................... 5,715
Other liabilities .................................................... 11,373
TOTAL LIABILITIES .................................................... 264,112
-------
EQUITY CAPITAL
Perpetual preferred stock and related surplus ........................ 0
Common stock ......................................................... 1,211
Surplus (exclude all surplus related to preferred stock) ............. 10,283
Undivided profits and capital reserves ............................... 5,280
Net unrealized holding gains (losses)
on available-for-sale securities ..................................... (193)
Cumulative foreign currency translation adjustments .................. 16
TOTAL EQUITY CAPITAL ................................................. 16,597
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ................................. $ 280,709
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR.)
-5-
<PAGE> 1
-----------------------------------------------------------
Exhibit 25.2
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
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
BANC ONE CORPORATION
(Exact name of obligor as specified in its charter)
OHIO 31-0738296
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
100 EAST BROAD STREET
COLUMBUS, OHIO 43271
(Address of principal executive offices) (Zip Code)
--------------------------------------------
SUBORDINATED DEBT SECURITIES
(Title of the indenture securities)
<PAGE> 2
--------------------------------------------
GENERAL
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.
New York State Banking Department, State House, Albany, New
York 12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
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.
<PAGE> 3
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, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
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.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, 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 State of New York, on the 16th day of October, 1997.
THE CHASE MANHATTAN BANK
By /s/ Glenn G. McKeever
----------------------------
/s/ Glenn G. McKeever
Senior Trust Officer
-3-
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1997, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ............................................... $ 13,892
Interest-bearing balances ....................................... 4,282
Securities:
Held to maturity securities .......................................... 2,857
Available for sale securities ........................................ 34,091
Federal funds sold and securities purchased under
agreements to resell ............................................ 29,970
Loans and lease financing receivables:
Loans and leases, net of unearned income ...$124,827
Less: Allowance for loan and lease losses .. 2,753
Less: Allocated transfer risk reserve ...... 13
--------
Loans and leases, net of unearned income,
allowance, and reserve .......................................... 122,061
Trading Assets ....................................................... 56,042
Premises and fixed assets (including capitalized
leases) ......................................................... 2,904
Other real estate owned .............................................. 306
Investments in unconsolidated subsidiaries and
associated companies ............................................ 232
Customers' liability to this bank on acceptances
outstanding ..................................................... 2,092
Intangible assets .................................................... 1,532
Other assets ......................................................... 10,448
--------
TOTAL ASSETS ......................................................... $280,709
========
</TABLE>
-4-
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits
In domestic offices ............................................. $ 91,249
Noninterest-bearing .......................$ 38,157
Interest-bearing ........................... 53,092
---------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's ....................................................... 70,192
Noninterest-bearing $ .....................$ 3,712
Interest-bearing ........................... 66,480
Federal funds purchased and securities sold under agree-
ments to repurchase .................................................. 35,185
Demand notes issued to the US Treasury ............................... 1,000
Trading liabilities .................................................. 42,307
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ................... 4,593
With a remaining maturity of more than one year
through three years ...................................... 260
With a remaining maturity of more than three years .............. 146
Bank's liability on acceptances executed and outstanding ............. 2,092
Subordinated notes and debentures .................................... 5,715
Other liabilities .................................................... 11,373
TOTAL LIABILITIES .................................................... 264,112
-------
EQUITY CAPITAL
Perpetual preferred stock and related surplus ........................ 0
Common stock ......................................................... 1,211
Surplus (exclude all surplus related to preferred stock) ............. 10,283
Undivided profits and capital reserves ............................... 5,280
Net unrealized holding gains (losses)
on available-for-sale securities ..................................... (193)
Cumulative foreign currency translation adjustments .................. 16
TOTAL EQUITY CAPITAL ................................................. 16,597
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ................................. $ 280,709
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR.)
-5-
