SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 7, 1996
---------------------------
First Union Corporation
(Exact name of registrant as specified in its charter)
North Carolina 1-10000 56-0898180
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One First Union Center
Charlotte, North Carolina 28288-0013
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (704) 374-6565
------------------------
(Former name or former address, if changed since last report.)
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
Attached hereto as Exhibit (4)(a) is a Form of Instrument of
Resignation, Appointment and Acceptance, dated as of February 7, 1996 (the
"Tri-Party Agreement"), among First Union Corporation (the "Corporation"), The
Bank of New York (formerly Irving Trust Company) and Harris Trust and Savings
Bank ("Harris").
Attached hereto as Exhibit (4)(b) is a Form of Third
Supplemental Indenture, dated as of February 7, 1996 (the "Third Amendment"), to
the Indenture, dated as of March 15, 1986 (as amended by a First Supplemental
Indenture dated as of August 1, 1990, and by a Second Supplemental Indenture
dated as of November 15, 1992) between the Corporation and Harris.
The Tri-Party Agreement effects the resignation of The Bank of
New York (formerly Irving Trust Company) as trustee under the Indenture, the
appointment by the Corporation of Harris as successor trustee under the
Indenture and the acceptance by Harris of the appointment as successor trustee
under the Indenture. The Third Amendment effects certain changes to the
Indenture to reflect the Tri-Party Agreement.
Also attached hereto as Exhibit (25)(a) is a Form T-1 of
Harris.
Item 7. Financial Statements and Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
(4)(a) Form of Instrument of Resignation, Appointment
and Acceptance, dated as of February 7, 1996,
among the Corporation, Harris and The
Bank of New York (formerly Irving Trust Company).
(4)(b) Form of Third Supplemental Indenture, dated as
of February 7, 1996, among the Corporation and
Harris.
(25)(a) Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of Harris.
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST UNION CORPORATION
Date: February 9, 1996 By: /s/ Kenneth R. Stancliff
-----------------------------
Kenneth R. Stancliff
Senior Vice President and Treasurer
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
(4)(a) Form of Instrument of Resignation, Appointment
and Acceptance, dated as of February 7, 1996, among
the Corporation, Harris and The Bank of New York
(formerly Irving Trust Company).
(4)(b) Form of Third Supplemental Indenture, dated as
of February 7, 1996, among the Corporation and
Harris.
(25)(a) Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of Harris.
</TABLE>
<PAGE>
INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE
This INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this
"Instrument"), dated as of February 7,1996 (the "Execution Date"), by
and among First Union Corporation, a corporation duly organized and
existing under the laws of the State of North Carolina (the "Company"),
The Bank of New York, a New York banking corporation (the "Resigning
Trustee"), and Harris Trust and Savings Bank, an Illinois state banking
corporation (the "Successor Trustee").
WITNESSETH
WHEREAS, the Company and the Resigning Trustee (formerly known as
Irving Trust Company) (the "Original Trustee") entered into an
indenture, dated as of March 15, 1986, as amended and supplemented (the
"Indenture"), providing for the issuance by the Company from time to
time of its unsecured subordinated debentures, notes and other evidences
of indebtedness (the Securities"); and
WHEREAS, the Resigning Trustee has been acting as Trustee and Co-
Security Registrar under the Indenture; and
WHEREAS, Section 610 (b) of the Indenture provides that the Trustee
may resign and be discharged of the trust created by the Indenture by
giving written notice thereof to the Company; and
WHEREAS, the Resigning Trustee hereby gives written notice to the
Company of its resignation to become effective upon the acceptance of
appointment by a successor Trustee in accordance with the applicable
requirements of Section 611 (a) of the Indenture; and
WHEREAS, Section 610 (e) of the Indenture provides that in case the
Trustee shall resign, the Company, by a Board Resolution, shall promptly
appoint a successor Trustee; and
WHEREAS, Section 611 (d) of the Indenture provides that a successor
Trustee shall be qualified under the provisions of Article Six of the
Indenture; and
WHEREAS, Section 611 of the Indenture provides every successor
Trustee appointed under the Indenture shall execute, acknowledge and
deliver to the Company and the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation of the retiring Trustee
shall become effective and the successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; and
<PAGE>
NOW, THEREFORE, pursuant to the Indenture and in consideration of
the covenants herein contained, it is agreed as follows (capitalized
words and phrases not otherwise defined in this Instrument shall have
the meaning given thereto in the Indenture):
THE RESIGNING TRUSTEE
1. Pursuant to the terms of the Indenture, the Resigning Trustee
hereby notifies the Company that it is resigning as Trustee under the
Indenture effective immediately upon the execution and delivery of this
Instrument by all the parties hereto (the "Effective Date").
2. Effective as of the Effective Date, the Resigning Trustee hereby
assigns, transfers and delivers to the Successor Trustee all (a) of its
rights, powers, trust duties and responsibilities of the Resigning
Trustee under the Indenture (including those in its role as Co-Security
Registrar) and (b) property and money held by the Resigning Trustee in
its capacity as Trustee and Co-Security Registrar under the Indenture,
including, without limitation, all printed but unauthenticated
Securities and authenticated Securities held by it as custodian for the
Holders.
3. Pursuant to Section 611 of the Indenture, the Resigning Trustee
agrees to execute and deliver such further instruments and shall take
such further actions as the Successor Trustee or the Company may
reasonably request so as to more fully and certainly vest and confirm in
the Successor Trustee all the rights, titles, interests, capacities,
privileges, trusts, duties and responsibilities hereby assigned,
transferred, delivered and confirmed to the Successor Trustee, including
without limitation, the execution and delivery of any instruments
required to re-perfect all liens that it may have on the trust in the
name of the Successor Trustee.
4. Promptly after the Effective Date, the Resigning Trustee shall
provide the governing documents listed on Exhibit A hereto to the
Successor Trustee.
THE COMPANY
1. Effective as of the Effective Date, the Company hereby accepts
the resignation of the Resigning Trustee and appoints the Successor
Trustee as successor in trust under the Indenture and confirms to the
Successor Trustee all of the rights, titles, interests, capacities,
privileges, trusts, duties and responsibilities of the Trustee and
Co-Security Registrar under the Indenture.
2. The Company agrees to execute and deliver such further
instruments and to take such further action as the Successor Trustee may
reasonably request so as to more fully and certainly vest in and confirm
to the Successor Trustee all the rights, titles, interests, capacities,
privileges, trusts, duties and responsibilities hereby assigned,
transferred and delivered to the Successor Trustee.
2
<PAGE>
3. The Company hereby represents and warrants that to the best
knowledge of the Company there has been no notice of an Event of Default
and no event which, after notice or lapse of time or both, would become
an Event of Default under the terms of the Indenture, as of the
Effective Date.
4. The Secretary or Assistant Secretary of the Company who is
attesting to the execution of this Instrument by the Company hereby
certifies that Exhibit B annexed hereto is a copy of the Board
Resolution which was duly adopted by the Board of Directors of the
Company, which is in full force and effect on the date hereof, and which
authorized certain officers of the Company to (a) accept Resigning
Trustee's resignation as Trustee under the Indenture, and rescind the
designation of the Resigning Trustee as Co-Security Registrar; (b)
appoint Successor Trustee as Trustee under the Indenture, and designates
Successor Trustee as Co-Security Registrar; and (c) execute and deliver
such agreements and other instruments as may be necessary or desirable
to effectuate the succession of the Successor Trustee as Trustee and
Co-Security Registrar under the Indenture.
5. Pursuant to Section 610 (f) of the lndenture, the Company shall
give, or cause to be given, notice substantially in the form of Exhibit
C attached hereto of the resignation of the Resigning Trustee and the
appointment of the Successor Trustee with respect to the Securities by
mailing written notice of such event by first class mail, postage
prepaid, to all Holders as their names and addresses appear in the
Security Register. Each such notice shall include the name of the
Successor Trustee and the address of its Corporate Trust Office, as
specified below under "Miscellaneous".
THE SUCCESSOR TRUSTEE
1. Effective as of the Effective Date, the Successor Trustee hereby
accepts its appointment as successor Trustee and Co-Security Registrar
under the Indenture and hereby acknowledges and agrees that it shall be
vested with all of the rights, titles, interests, capacities,
privileges, trusts, duties and responsibilities of the Trustee and
Co-Security Registrar under the Indenture. The Successor Trustee further
acknowledges receipt from the Resigning Trustee of all property and money
held by the Resigning Trustee in its capacity as Trustee and Co-Security
Registrar under the Indenture, including, without limitation, all
printed but unauthenticated Securities and authenticated Securities held
by it as custodian for the Holders, and the governing documents listed
on Exhibit A attached hereto.
2. The Successor Trustee hereby represents that it is qualified and
eligible under the provisions of Article Six of the Indenture to be
appointed successor Trustee and Co-Security Registrar and hereby accepts
the appointment as successor Trustee and Co-Security Registrar, and
acknowledges and agrees that effective as of the Effective Date it shall
become vested with all of the rights, titles, interests, capacities,
privileges, trusts, duties and responsibilities of the Resigning Trustee
as Trustee and
3
<PAGE>
Co-Security Registrar with respect to all series of Securities with like
effect as if originally named as Trustee and Co-Security Registrar under
the Indenture.
3. To the extent the Company deems it necessary or desirable in
connection with the resignation of the Resigning Trustee and appointment
of the Successor Trustee thereunder, the Successor Trustee agrees to
cooperate with the Company in filing one or more registration statements
or post-effective amendments to existing registration statements under
the Securities Act of 1933, as amended, and statements of eligibility
under the Trust Indenture Act of 1939, as amended, or reports under the
Securities Exchange Act of 1934, as amended.
MISCELLANEOUS
1. The parties hereto agree that as of the Effective Date, all
references to the Resigning Trustee as Trustee and Co-Security Registrar
in the Indenture shall be deemed to refer to the Successor Trustee.
After the Effective Date, all notices or payments which were required by
the terms of the Indenture to be given or paid to the Resigning Trustee,
as Trustee and Co-Security Registrar shall be given or paid to:
HARRIS TRUST AND SAVINGS BANK
311 West Monroe Street
Attention: Indenture Trust Division
Chicago, Illinois 60606
2. The resignation, appointment and acceptance effected hereby shall
become effective as of the opening of business on the Effective Date.
3. The Company acknowledges its obligation set forth in Section 607
of the Indenture to indemnify Resigning Trustee for, and to hold
Resigning Trustee harmless against, any loss, liability and expense
incurred without negligence or bad faith on the part of the Resigning
Trustee and arising out of or in connection with the acceptance or
administration of the trust evidenced by the Indenture (which obligation
shall survive the execution hereof).
4. This Instrument shall be governed by and construed in accordance
with the laws of the State of New York.
5. This Instrument may be executed in any number of counterparts,
each of which shall be an original, but which counterparts shall
together constitute but one and the same instrument.
6. Nothing contained in this Instrument shall in any way affect the
obligations or rights of the Company, the Resigning Trustee or any
Holder of Securities under the Indenture. This Instrument shall be
binding upon and inure to the benefit of the Company, the Resigning
Trustee, the Successor Trustee and their respective successors and
assigns.
4
<PAGE>
7. The parties hereby agree that from and after the Effective Date,
all fees payable by the Company to the Trustee and Co-Security Registrar
under the Indenture shall henceforth be invoiced by and paid to the
Successor Trustee at such address and account as shall hereafter be
provided by the Successor Trustee to the Company.
8. Each of the parties hereto hereby represents, warrants and agrees
for itself that as of the Effective Date:
a) it has full power and authority to execute and deliver this
Instrument and to perform its obligations hereunder, and all
such action has been duly and validly authorized by all
necessary proceedings on its part;
b) this Instrument has been duly authorized, executed and
delivered by it, and constitutes a legal, valid and binding
obligation of it enforceable in accordance with its terms,
except as the enforceability of this Instrument may be limited
by bankruptcy, insolvency ,fraudulent transfer, reorganization,
moratorium and similar laws of general applicability affecting
creditor's rights and to general equity principles; and
c) at any time and from time to time after the execution and
delivery of this Instrument, to cooperate with each of the other
parties hereto and to do all such further acts and things as may
be reasonably required to carry out and effectuate the
transactions contemplated by this Instrument.
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Instrument to
be duly executed and attested by their duly authorized officers, all as
of the date and year first above written.
FIRST UNION CORPORATION,
as Company
By:
Title:
Attest:
THE BANK OF NEW YORK, as
Resigning Trustee
By:
Title:
Attest:
HARRIS TRUST AND SAVINGS
BANK, as Successor Trustee
By:
Title:
Attest:
6
- -----------------------------------------------------------------
FIRST UNION CORPORATION
AND
HARRIS TRUST AND SAVINGS BANK
as Trustee
-----------------------------
THIRD SUPPLEMENTAL INDENTURE
-----------------------------
Dated as of February 7, 1996
- -----------------------------------------------------------------
<PAGE>
THIRD SUPPLEMENTAL INDENTURE, dated as of February 7, 1996,
between FIRST UNION CORPORATION, a corporation duly organized and existing under
the laws of the State of North Carolina (herein called the "Company"), having
its principal office at One First Union Center, Charlotte, North Carolina, and
HARRIS TRUST AND SAVINGS BANK, a corporation duly organized and existing under
the laws of the State of Illinois, as Trustee (herein called the "Trustee").
The Company has heretofore executed and delivered to The Bank
of New York (formerly Irving Trust Company) (i) an Indenture, dated as of March
15, 1986, providing for the issuance from time to time of its unsecured
debentures, notes and other evidences of indebtedness (herein and therein called
the "Securities"), to be issued in one or more series as in the Indenture
provided, (ii) a First Supplemental Indenture thereto, dated as of August 1,
1990, and (iii) a Second Supplemental Indenture thereto, dated as of November
15, 1992 (such Indenture, as so amended and supplemented, the "Indenture"). All
terms used in this Third Supplemental Indenture which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
The Company, The Bank of New York and the Trustee have entered
into that Instrument of Resignation, Appointment and Acceptance, dated as of
February 7, 1996, whereby The Bank of New York has resigned as trustee under the
Indenture and the Company has appointed the Trustee as trustee under the
Indenture and the Trustee has accepted such appointment as trustee under the
Indenture.
Section 901(10) of the Indenture provides, among other things,
that the Company, when authorized by a Board Resolution, and the Trustee, at any
time and from time to time, may enter into an indenture supplemental to the
Indenture to cure any ambiguity, to correct or supplement any provision therein
which may be inconsistent with any other provision therein, or to make any other
provisions with respect to matters or questions arising under the Indenture;
provided such action shall not adversely affect the interests of the Holders of
Securities of any series in any material respect.
The Company desires and has requested the Trustee to
<PAGE>
join with it in the execution and delivery of this Third Supplemental Indenture
for the purpose of amending the Indenture in certain respects with respect to
the Securities.
The Company represents that all things necessary to make this
Third Supplemental Indenture a valid agreement of the Company, in accordance
with its terms, have been done.
AGREEMENT
NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE
WITNESSETH:
For and in consideration of the premises contained herein, it
is mutually covenanted and agreed, for the equal and proportionate benefit of
all Holders of the Securities of any series thereof, as follows:
ARTICLE ONE
Section 101. The definition of "Bank" set forth in Section 101
is amended in its entirety to read as follows:
"'Bank' means First Union National Bank of North Carolina and
its successors (whether by consolidation, merger, conversion, transfer
of substantially all of their assets and business or otherwise)."
Section 102. The definition of "Corporate Trust Office" set
forth in Section 101 is amended in its entirety to read as follows:
"'Corporate Trust Office' means the principal office of the
Trustee in the City of Chicago or in the Borough of Manhattan, The City
of New York, at which at any particular time its corporate trust
business shall be administered."
ARTICLE TWO
Section 201. This instrument shall be governed by and
construed in accordance with the laws of the State of New York.
Section 202. This instrument may be executed in any
<PAGE>
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.
Attest: FIRST UNION CORPORATION
____________________ By_______________________
Attest: HARRIS TRUST AND SAVINGS BANK
____________________ By_______________________
<PAGE>
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
On the 7th day of February, 1996, before me personally came
Kenneth R. Stancliff, to be known, who, being duly sworn, did depose and say
that he is Senior Vice President of FIRST UNION CORPORATION, one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.
-------------------------
NOTARY PUBLIC
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )
On the ____ day of February, 1996, before me personally came
_________________________, to be known, who, being duly sworn, did depose and
say that he is _____________________ of HARRIS TRUST AND SAVINGS BANK, one of
the corporations described in and which executed the foregoing instrument; that
he knows the seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.
-------------------------
NOTARY PUBLIC
<PAGE>
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) _______________
HARRIS TRUST AND SAVINGS BANK
(Name of Trustee)
Illinois 36-1194448
(I.R.S. Employer
(State of Incorporation) Identification No.)
111 West Monroe Street, Chicago, Illinois 60603
(Address of principal executive offices)
Daniel G. Donovan, Harris Trust and Savings Bank,
111 West Monroe Street, Chicago, Illinois, 60603
312-461-2908
(Name, address and telephone number for agent for service)
FIRST UNION CORPORATION
(Name of Obligor)
North Carolina 56-0892180
(I.R.S. Employer
(State of Incorporation) Identification No.)
One First Union Center
Charlotte, North Carolina 28288-0013
(Address of principal executive offices)
Debt Securities
(Title of indenture securities)
<PAGE>
1. GENERAL INFORMATION. Furnish the following information as to the
Trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Commissioner of Banks and Trust Companies, State of Illinois,
Springfield, Illinois; Chicago Clearing House Association, 164
West Jackson Boulevard, Chicago, Illinois; Federal Deposit
Insurance Corporation, Washington, D.C.; The Board of
Governors of the Federal Reserve System,Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Harris Trust and Savings Bank is authorized to exercise
corporate trust powers.
2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of
the Trustee, describe each such affiliation.
The Obligor is not an affiliate of the Trustee.
3. thru 15.
NO RESPONSE NECESSARY
16. LIST OF EXHIBITS.
1. A copy of the articles of association of the Trustee is
now in effect which includes the authority of the
trustee to commence business and to exercise corporate
trust powers.
A copy of the Certificate of Merger dated April 1, 1972
between Harris Trust and Savings Bank, HTS Bank and
Harris Bankcorp, Inc. which constitutes the articles of
association of the Trustee as now in effect and includes
the authority of the Trustee to commence business and to
exercise corporate trust powers was filed in connection
with the Registration Statement of Louisville Gas and
Electric Company, File No. 2-44295, and is incorporated
herein by reference.
2. A copy of the existing by-laws of the Trustee.
A copy of the existing by-laws of the Trustee was
filed in connection with the Registration Statement
of C-Cube Microsystems, Inc., File No. 33-97166, and is
incorporated herein by reference.
3. The consents of the Trustee required by Section 321(b) of
the Act.
(included as Exhibit A on page 2 of this statement)
4. A copy of the latest report of condition of the Trustee
published pursuant to law or the requirements of its
supervising or examining authority.
(included as Exhibit B on page 3 of this statement)
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, HARRIS TRUST AND SAVINGS BANK, a corporation organized and
existing under the laws of the State of Illinois, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Chicago, and State of
Illinois, on the 9th day of January, 1996.
Harris Trust and Savings Bank
By: (Signature of D. G. Donovan)
D. G. Donovan
Assistant Vice President
<PAGE>
EXHIBIT A
The consents of the Trustee required by Section 321(b) of the Act.
Harris Trust and Savings Bank, as the Trustee herein named, hereby
consents that reports of examinations of said trustee by Federal and
State authorities may be furnished by such authorities to the Securities
and Exchange Commission upon request therefor.
Harris Trust and Savings Bank
By: (Signature of D. G. Donovan)
D.G. Donovan
Assistant Vice President
<PAGE>
EXHIBIT B
Attached is a true and correct copy of the statement of condition of
Harris Trust and Savings Bank as of June 30, 1995, as published in
accordance with a call made by the State Banking Authority and by the
Federal Reserve Bank of the Seventh Reserve District.
(Logo) HARRIS BANK
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603
of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the
close of business on June 30, 1995, a state banking institution
organized and operating under the banking laws of this State and a
member of the Federal Reserve System. Published in accordance with a
call made by the Commissioner of Banks and Trust Companies of the State
of Illinois and by the Federal Reserve Bank of this District.
Bank's Transit Number 71000288
<TABLE>
<CAPTION>
THOUSANDS
ASSETS OF DOLLARS
<S> <C>
Cash and balances due from depository institutions:
Non-interest bearing balances and currency and coin...................................... $975,130
Interest bearing balances................................................................ $619,550
Securities:.......................................................................................
a. Held-to-maturity securities $654,606
b. Available-for-sale securities $1,597,462
Federal funds sold and securities purchased under agreements to resell in
domestic offices of the bank and of its Edge and Agreement
subsidiaries, and in IBF's:
Federal funds sold....................................................................... $272,684
Securities purchased under agreements to resell............................................. $0
Loans and lease financing receivables:
Loans and leases, net of unearned income.................................................... $7,184,420
LESS: Allowance for loan and lease losses.................................................. $91,061
---------------------
Loans and leases, net of unearned income, allowance, and reserve
(item 4.a minus 4.b)........................................................................ $7,093,359
Assets held in trading accounts...................................................................... $335,699
Premises and fixed assets (including capitalized leases)............................................. $139,368
Other real estate owned.............................................................................. $1,018
Investments in unconsolidated subsidiaries and associated companies.................................. $195
Customer's liability to this bank on acceptances outstanding......................................... $120,891
Intangible assets.................................................................................... $21,763
Other assets......................................................................................... $246,739
---------------------------
TOTAL ASSETS $12,078,464
===========================
<PAGE>
LIABILITIES
Deposits:
In domestic offices............................................................................... $4,184,673
Non-interest bearing.......................................................................... $2,391,354
Interest bearing.............................................................................. $1,793,319
In foreign offices, Edge and Agreement subsidiaries, and IBF's.................................... $2,559,227
Non-interest bearing.......................................................................... $33,115
Interest bearing.............................................................................. $2,526,112
Federal funds purchased and securities sold under agreements to repurchase in domestic offices
of the bank and of its Edge and Agreement subsidiaries, and in IBF's:
Federal funds purchased........................................................................... $1,361,248
Securities sold under agreements to repurchase.................................................... $1,496,277
Trading Liabilities $264,633
Other borrowed money:..................................................................................
a. With original maturity of one year or less $883,157
b. With original maturity of more than one year $13,390
Bank's liability on acceptances executed and outstanding $120,891
Subordinated notes and debentures....................................................................... $235,000
Other liabilities....................................................................................... $178,632
===========================
TOTAL LIABILITIES $11,297,128
===========================
EQUITY CAPITAL
Common stock............................................................................................ $100,000
Surplus................................................................................................. $275,000
a. Undivided profits and capital reserves.............................................. $409,797
b. Net unrealized holding gains (losses) on available-for-sale securities ($3,461)
---------------------------
TOTAL EQUITY CAPITAL $781,336
===========================
Total liabilities, limited-life preferred stock, and equity capital...................................... $12,078,464
===========================
</TABLE>
I, Steve Neudecker, Vice President of the above-named bank, do
hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of
the Federal Reserve System and is true to the best of my knowledge and
belief.
STEVE NEUDECKER
7/28/95
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 instructions issued by the Board of Governors of
the Federal Reserve System and the Commissioner of Banks and Trust
Companies of the State of Illinois and is true and correct.
ALAN G. McNALLY,
DONALD S. HUNT,
JAMES J. GLASSER,
Directors.
