<PAGE>
1933 ACT FILE NO.
333-07261
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
---------------------------
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
----------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
X
----
FIRST SECURITY BANK,
NATIONAL ASSOCIATION
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
NOT APPLICABLE 87-0131890
(JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER
IF NOT A U.S. NATIONAL BANK) IDENTIFICATION NO.)
79 SOUTH MAIN STREET
SALT LAKE CITY, UTAH 84111
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
FRANCINE SCHARTZ, VICE PRESIDENT
FIRST SECURITY BANK, N.A.
530 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89101
(702) 251-1100 EXT. 585
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
MIRAGE RESORTS, INCORPORATED
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
NEVADA 88-0058016
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
3400 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89109
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
_________% NOTES DUE 2007*
__________% DEBENTURES DUE 2017*
(TITLE OF THE INDENTURE SECURITIES)
* THIS FORM T-1 RELATES ONLY TO THESE CLASSES OF SECURITIES
<PAGE>
Item 1. General Information. Furnish the following information as to the
-------------------
trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Comptroller of the Currency, Washington, D.C. 20230; Federal Reserve
Bank of San Francisco, San Francisco, CA 94120; Federal Deposit
Insurance Corporation, Washington, D.C. 20429.
(b) Whether it is authorized to exercise corporate trust powers.
The Trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations With The Obligor. If the obligor is an affiliate of
-----------------------------
the trustee, describe each such affiliation.
Neither the obligor nor any underwriter for the obligor is an
affiliate of the Trustee.
Items 3-15 Not applicable because the Obligor is not in default under any
indenture for which the Trustee acts as trustee.
Item 16. List of Exhibits. List below all exhibits filed as part of this
----------------
statement of eligibility and qualification.
Exhibit 1: copy of the articles of association of the Trustee as now
in effect
Exhibit 2: certificate of authority to commence business including a
certificate of the Comptroller of the Currency evidencing
the change of the Trustee's name
Exhibit 3: copy of the authorization of the Trustee to exercise
corporate trust powers
Exhibit 4: copy of the bylaws of the Trustee
Exhibit 5: Not applicable
Exhibit 6: consent of the Trustee required by Section 321(b) of the
Act
Exhibit 7: copy of the latest report of condition of the Trustee
published pursuant to law or the requirements of its
supervising or examining authority
Exhibit 8: Not applicable
Exhibit 9: Not applicable
<PAGE>
Signature
---------
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, First Security Bank, National Association, a national banking
association organized and existing under the laws of the United States, has duly
caused this statement of eligibility and qualification to be signed on its
behalf by the undersigned thereunder duly authorized, all in the City of Salt
Lake City, and State of Utah, on the 29th day of July, 1997.
FIRST SECURITY BANK,
NATIONAL ASSOCIATION, Trustee
By: /s/ Francine Schartz
--------------------------
Francine Schartz
Vice President
<PAGE>
EXHIBIT 1
ARTICLES OF ASSOCIATION
OF
FIRST SECURITY BANK
NATIONAL ASSOCIATION
(As Amended)
FIRST. The title of this Association, which shall carry on the business of
banking under the laws of the United States, shall be "First Security Bank,
National Association."
SECOND. The place where the main banking house or office of this
Association shall be located shall be Ogden, County of Weber, State of Utah. Its
general business and its operations of discount and deposit shall also be
carried on in said city, and the branch or branches established or maintained by
it in accordance with the provisions of Section 36 of Title 12, United States
Code. The Board of Directors shall the power to change the location of the main
office of this Association (i) to any other authorized branch location within
the limits of Ogden, Utah, without the approval of the shareholders of this
Association and upon notice to the Comptroller of the Currency or, (ii) to any
other place within Ogden, Utah, or within thirty (30) miles of Ogden, Utah, with
the approval of the shareholders and the Comptroller of the Currency. The Board
of Directors shall have the power to change the location of any branch or
branches of this Association to any other location, without the approval of the
shareholders of this Association but subject to the approval of the Comptroller
of the Currency.
THIRD. The Board of Directors of the consolidated association shall consist
of not less than five (5) nor more than twenty-five (25) of its shareholders.
FOURTH. There shall be an annual meeting of the shareholders the purpose of
which shall be the election of Directors and the transaction of whatever other
business may be brought before said meeting. It shall be held at the main office
of the Bank or other convenient place as the Board of Directors may designate,
on the third Monday of March of each year, but if no election is held on that
day, it may be held on any subsequent day according to such lawful rules as may
be prescribed by the Board of Directors. Nominations for election to the Board
of Directors may be made by the Board of Directors or by any stockholder of any
outstanding class of capital stock of the Bank entitled to vote for election of
directors. Nominations, other than those made by or on behalf of the existing
management of the Bank, shall be made in writing and shall be delivered or
mailed to the President of the Bank and to the Comptroller of the Currency,
Washington, D.C., not less than 14 days nor more than 50 days prior to any
meeting of stockholders called for the election of directors, provided, however,
-------- -------
that if less than 21 days notice of the meeting is given to shareholders, such
nomination shall be mailed or delivered to the President of the Bank and to the
Comptroller of the Currency not later than the close of business on the seventh
day following the day on which the notice of meeting was mailed. Such
notification shall contain the following information to the extent known to the
notifying shareholder: (a) the name and address of each proposed nominee; (b)
the principal occupation of each proposed nominee; (c) the total number of
shares of capital stock of the Bank that will be voted for each proposed
nominee; (d) the name and residence address of the notifying shareholder; and
(e) the number of shares of capital stock of the Bank owned by the notifying
shareholder. Nominations not made in accordance herewith may, in his discretion,
be disregarded by the Chairman of the meeting, and upon his instructions, the
voting inspectors may disregard all votes cast for each such nominee.
<PAGE>
FIFTH. The authorized amount of capital stock of this Association shall be
One Hundred Million Dollars ($100,000,000.00), divided into 4,000,000 shares of
common stock of the par value of Twenty-five Dollars ($25.00) each; provided,
however, that said capital stock may be increased or decreased from time to
time, in accordance with the provision of the laws of the United States. The
shareholders of this Association shall not have any pre-emptive rights to
acquire unissued shares of this Association.
SIXTH. (1) The Board of Directors shall appoint one of its members
President of this Association. It may also appoint a Chairman of the Board, and
one or more Vice Chairman. The Board of Directors shall have the power to
appoint one or more Vice Presidents, at least one of whom shall also be a member
of the Board of Directors, and who shall be authorized, in the absence of the
President, to perform all acts and duties pertaining to the office of the
President; to appoint a Cashier and such other officers and employees as may be
required to transact the business of this Association; to fix the salaries to be
paid to such officers or employees and appoint others to take their place.
(2) The Board of Directors shall have the power to define the duties
of officers and employees of this Association and to require adequate bonds from
them for the faithful performance of their duties; to make all By-Laws that may
be lawful for the general regulation of the business of this Association and the
management of its affairs, and generally to do and perform all acts that may be
lawful for a Board of Directors to do and perform.
(3) Each person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, administrative or investigative (other than an action by or in
the right of the Association) by reason of the fact that he is or was a
director, officer, employee or agent of the Association or is or was serving at
the request of the Association as a director, officer, employee, fiduciary or
agent of another corporation, partnership, joint venture, trust, estate or other
enterprise or was acting in furtherance of the Association's business shall be
indemnified against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Association; provided, however, no indemnification shall be given to a person
adjudged guilty of, or liable for, willful misconduct, gross neglect of duty, or
criminal acts or where there is a final order assessing civil money penalties or
requiring affirmative action by such person in the form of payments to the
Association. The termination of any action, suit or proceeding by judgment,
order, settlement, or its equivalent, shall not of itself, create a presumption
that the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Association.
(4) Each person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Association (such action or suit being known as a "derivative
proceeding") to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the Association or is or was
serving at the request of the Association as a director, officer, employee,
fiduciary or agent of another corporation, partnership, joint venture, trust,
estate or other enterprise shall be indemnified against expenses (including
attorney's fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Association; provided, however, that no indemnification shall be given where
there is a final order assessing civil money penalties or requiring affirmative
action by such person in the form of payments to the Association; and provided
further that no indemnification shall be made in respect of any claim, issue or
matter as to
<PAGE>
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Association, unless and only to
the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
(5) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in (3) or (4) of this Article or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorney's fees) actually and reasonably incurred by him in
connection therewith.
(6) Any indemnification under (3) or (4) of this Article (unless
ordered by a court) shall be made by the Association only as authorized in the
specific case upon a reasonable determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in (3) or (4) of this
Article. Such determination shall be made (a) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in written opinion, or (c) by the stockholders.
(7) Expenses incurred in defending a civil or criminal action, suit
or proceeding may be paid by the Association in advance of the final disposition
of such action, suit or proceeding as authorized in the manner provided in (6)
of this Article (i) if the Board of Directors determines, in writing, that (1)
the director, officer, employee or agent has a substantial likelihood or
prevailing on the merits; (2) in the event the director, officer, employee or
agent does not prevail, he or she will have the financial capability or
reimburse the Association; and (3) payment of expenses by the Association will
not adversely affect its safety and soundness; and (ii) upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount unless it shall ultimately be determined that he is entitled to be
indemnified by the Association as authorized in this Article.
(8) The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-Law, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office and shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors, successors in interest, and administrators of
such a person.
SEVENTH. This Association shall have succession from the date of its
organization certificate until such time as it be dissolved by the act of its
shareholders in accordance with the provisions of the banking laws of the United
States, or until its franchise becomes forfeited by reason of violation of law,
or until terminated by either a general or a special act of Congress, or until
its affairs be placed in the hands of a receiver and finally wound up by him.
EIGHTH. The Board of Directors of this Association, or any three or more
shareholders owning, in the aggregate, not less than ten per centum of the stock
of this Association, may call a special meeting of shareholders at any time:
Provided, however, that unless otherwise provided by law, not less than ten days
prior to the date fixed for any such meeting, a notice of the time, place and
purpose of the meeting shall be given by first-class mail, postage prepaid, to
all shareholders of record of this Association. These Articles of Association
may be amended at any regular or special meeting of the Shareholders by the
<PAGE>
affirmative vote of the shareholders owning at least a majority of the stock of
this Association, subject to the provisions of the banking laws of the United
States. The notice of any shareholders' meeting, at which an amendment to the
Articles of Association of this Association is to be considered shall be given
as hereinabove set forth.
<PAGE>
EXHIBIT 2
CERTIFICATE
TREASURY DEPARTMENT )
Office of ) ss:
Comptroller of the Currency )
I, Thomas G. DeShazo, Deputy Comptroller of the Currency, do hereby certify
that:
Pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., the
Comptroller of the Currency charters and exercises regulatory and supervisory
authority over all national banking associations;
On December 9, 1881, The First National Bank of Ogden, Ogden, Utah was chartered
as a National Banking Association under the laws of the United States and under
Charter No. 2597;
The document hereto attached is a true and complete copy of the Comptroller
Certificate issued to The First National Bank of Ogden, Ogden, Utah, the
original of which certificate was issued by this Office on December 9, 1881;
On October 2, 1922, in connection with a consolidation of The First Bank of
Ogden, Ogden, Utah, and The Utah National Bank of Ogden, Ogden, Utah, the title
was charged to "The First & Utah National Bank of Ogden"; on January 18, 1923,
The First & Utah National Bank of Ogden changed its title to "First Utah
National Bank of Ogden"; on January 19, 1926, the title was changed to "First
National Bank of Ogden"; and on February 24, 1934, the title was changed to
"First Security Bank of Utah, National Association"; and
First Security Bank of Utah, National Association, Ogden, Utah, continues to
hold a valid certificate to do business as a National Banking Association.
IN TESTIMONY WHEREOF, I have hereunto subscribed my
name and caused the seal of Office of the Comptroller
of the Currency to be affixed to these presents at the
Treasury Department, in the City of Washington and
District of Columbia, this fourth day of April, A.D.
1972.
/s/ Thomas G. DeShazo
---------------------------------------------------
Deputy Comptroller of the Currency
<PAGE>
TREASURY DEPARTMENT
Comptroller of the Currency,
Washington, December 9th, 1881
WHEREAS, by satisfactory evidence presented to the undersigned it has
been made to appear that "The First National Bank of Ogden" in Ogden
City in the County of Weber, and Territory of Utah has complied with
all the provisions of the Revised Statutes of the United States,
required to be complied with before an association shall be authorized
to commence the business of Banking.
Now, therefore, I, John Jay Knox, Comptroller of the Currency, do
hereby certify that "The First National Bank of Ogden" in Ogden City
in the County of Weber, and Territory of Utah is authorized to
commence the business of Banking, as provided in Section Fifty-one
hundred and sixty-nine of the Revised Statutes of the United States.
In testimony whereof, witness my hand and seal of
office this 9th day of December, 1881.
/s/ John Jay Knox
----------------------------------
Comptroller of the Currency
<PAGE>
EXHIBIT 3
FEDERAL RESERVE BOARD
WASHINGTON, D.C.
I, S.R. Carpenter, Assistant Secretary of the Federal Reserve Board, do hereby
certify that it appears from the records of the Federal Reserve Board that:
(1) Pursuant to authority vested in the Federal Reserve Board by an Act of
Congress approved December 23, 1913, known as the Federal Reserve Act, as
amended, the Federal Reserve Board has heretofore granted to the First National
Bank of Ogden, Ogden, Utah, the right to act when not in contravention of State
or local law, as trustee, executor, administrator, registrar of stocks and
bonds, guardian of estates, assignee, receiver, committee of estates of
lunatics, or in any other fiduciary capacity in which State banks, trust
companies or other corporations which come into competition with national banks
are permitted to act under the laws of the State of Utah;
(2) On February 24, 1934, the First National Bank of Ogden, Ogden, Utah,
changed its title to First Security Bank of Utah, National Association, under
the provisions of an Act of Congress approved May 1, 1886, whereby all of the
rights, liabilities and powers of such national bank under its old name devolved
upon and inured to the bank under its new name; and
(3) Pursuant to the permission heretofore granted by the Federal Reserve
Board to the First National Bank of Ogden, Ogden, Utah, as aforesaid, and by
virtue of the change in the title of such bank, the First Security Bank of Utah,
National Association has authority to act, when not in contravention of State or
local law, as trustee, executor, administrator, registrar of stocks and bonds,
guardian of estates of lunatics, or in any other
<PAGE>
fiduciary capacity in which State banks, trust companies or other corporations
which come into competition with national banks are permitted to act under the
laws of the State of Utah, subject to regulations prescribed by the Federal
Reserve Board.
IN WITNESS WHEREOF, I have hereunto subscribed my name and caused the seal
of the Federal Reserve Board to be affixed at the City of Washington, in the
District of Columbia, on the 1st day of March, 1934.
/s/ S.R. Carpenter
-------------------------------------------
Assistant Secretary, Federal Reserve Board.
<PAGE>
FEDERAL RESERVE BOARD
WASHINGTON
ADDRESS OFFICIAL CORRESPONDENCE TO
THE FEDERAL RESERVE BOARD
March 1, 1934.
First Security Bank of Utah, National Association,
Ogden, Utah.
Dear Sirs:
Reference is made to the change in the name of the First National Bank of
Ogden, Ogden, Utah, pursuant to the provisions of the Act of May 1, 1886, to
First Security Bank of Utah, National Association, and there is enclosed a
certificate issued by the Federal Reserve Board showing the trust powers
heretofore granted to the bank under its former name and that it is authorized
to exercise such powers under its new name.
Very truly yours,
/s/ S.R. Carpenter
S.R. Carpenter,
Assistant Secretary.
Enclosure
<PAGE>
[LOGO OF COMPTROLLER OF THE CURRENCY]
- --------------------------------------------------------------------------------
Comptroller of the Currency
Administrator of National Banks
- --------------------------------------------------------------------------------
LICENSING UNIT (APPLICATIONS)
50 Fremont Street, Suite 3900
San Francisco, CA 94105
(415) 545-5900, FAX (415) 545-5925
June 20, 1996
Board of Directors
FIRST SECURITY BANK OF UTAH, N.A.
c/o First Security Corporation
Attn: Brad D. Hardy, EVP
Post Office Box 30006
Salt Lake City, Utah 84130
RE: MERGER - FIRST SECURITY BANK OF IDAHO, N.A., BOISE, IDAHO INTO FIRST
SECURITY BANK OF UTAH, N.A., OGDEN, UTAH, UNDER THE TITLE OF FIRST SECURITY
BANK, N.A., ODGEN, UTAH. CONTROL NO: 96-WE-02-010
Dear Members of the Board:
This letter is the OFFICIAL CERTIFICATION of the Comptroller of the Currency to
merge First Security Bank of Idaho, National Association, Boise, Idaho into
First Security Bank of Utah, National Association, Ogden, Utah, EFFECTIVE AS OF
JUNE 21, 1996. THE RESULTING BANK TITLE IS FIRST SECURITY BANK, NATIONAL
ASSOCIATION AND CHARTER NUMBER IS 2597.
This is also the official authorization given to First Security Bank, National
Association to operate the branches of the target institution and to operate the
main office of the target institution as a branch. Branches of a national bank
target are not listed since they are automatically carried over to the resulting
bank and retain their current OCC branch numbers.
Please be advised that the Charter Certificate for the merged bank, First
Security Bank of Idaho, National Association, MUST BE RETURNED TO THE WESTERN
DISTRICT OFFICE for cancellation.
Very truly yours,
/s/ Robert G. Tornborg
Robert G. Tornborg
Acting Director of Bank Supervision - Compliance and Analysis
<PAGE>
EXHIBIT 4
BY-LAWS OF THE
FIRST SECURITY BANK,
NATIONAL ASSOCIATION
Organized under the National Banking laws of the United States.
MEETINGS
--------
SECTION 1. Unless otherwise provided by the articles of association a notice
of each shareholder's meeting, setting forth clearly the time, place and purpose
of the meeting, shall be given, by mail, to each shareholder of record of this
bank at lease 10 days prior to the date of such meeting. Any failure to mail
such notice or any irregularity therein, shall not affect the validity of such
meeting or of any of the proceedings thereat.
SECTION 2. A record shall be made of the shareholders represented in person
and by proxy, after which the shareholders shall proceed to the transaction of
any business that may properly come before the meeting. A record of the
shareholder's meeting, giving the names of the shareholders present and the
number of shares of stock held by each, the names of the shareholders
represented by proxy and the number of shares held by each, and the names of the
proxies, shall be entered in the records of the meeting in the minute book of
the bank. This record shall show the names of the shareholders and the number
of shares voted for each resolution or voted for each candidate for director.
Proxies shall be secured for the annual meeting alone, shall be dated, and shall
be filed with the records of the meeting. No officer, director, employee, or
attorney for the bank may act as proxy.
The chairman or Secretary of the meeting shall notify the directors-elect of
their election and of the time at which they are required to meet at the banking
house for the purpose of organizing the new board. At the appointed time, which
as closely as possible shall follow their election, the directors-elect shall
convene and organize.
The president or cashier shall then forward to the office of the Comptroller of
the Currency a letter stating that a meeting of the shareholders was held in
accordance with these by-laws, stating the number of shares represented in
person and the number of shares represented by proxy, together with a list of
the directors elected and the report of the appointment and signatures of
officers.
OFFICERS
--------
SECTION 3. Each officer and employee of this bank shall be responsible for all
such moneys, funds, valuables, and property of every kind as may be entrusted to
his care or otherwise come into his possession, and shall faithfully and
honestly discharge his duties and apply and account for all such moneys, funds,
valuables and other property that may come into his hands as such officer or
employee and pay over and deliver the same to the order of the Board of
Directors or to such person or persons as may be authorized to demand and
receive same.
<PAGE>
SECTION 4. If the Board of Directors shall not require separate bonds, it
shall require a blanket bond in an amount deemed by it to be sufficient.
SECTION 5. The following is an impression of the seal adopted by the Board of
Directors of this bank: (Here in the original resolution was imprinted the
Association's seal).
SECTION 6. The various branches of this bank shall be open for business during
such hours as shall be customary in the vicinity, or as shall be fixed, as to
any branch, by the clearing house association of which such branch shall be a
member.
SECTION 7. The regular meeting of the board of directors shall be held on the
first Wednesday after the first Tuesday of each month. When any regular meeting
of the board of directors falls upon a holiday, the meeting shall be held on
such other day as the board may previously designate. Special meetings may be
called by the president, any vice-president, the secretary or the cashier, or at
the request of three or more directors.
MINUTE BOOK
-----------
SECTION 8. The organization papers of this bank, the returns of the elections,
the proceedings of all regular and special meetings of the directors and of the
shareholders, the by-laws and any amendments thereto, and reports of the
committees of directors shall be recorded in the minute book; and the minutes of
each meeting shall be signed by the chairman and attest by the secretary of the
meeting.
TRANSFERS OF STOCK
------------------
SECTION 9. The stock of this bank shall be assignable and transferable only on
the books of this bank, subject to the restrictions and provisions of the
national banking laws; and a transfer book shall be provided in which all
assignments and transfers of stock shall be made.
SECTION 10. Certificates of stock, signed by the president or vice-president,
and the secretary or the cashier or any assistant cashier, may be issued to
shareholders, and when stock is transferred the certificates thereof shall be
returned to the association, cancelled, preserved, and new certificates issued.
Certificates of stock shall state upon the face thereof that the stock is
transferable only upon the books of the association, and shall meet the
requirements of section 5139, United States Revised Statutes, as amended.
EXPENSES
--------
SECTION 11. All the current expenses of the bank shall be paid by the
cashier, except that the current expenses of each branch shall be paid by the
manager thereof; and such officer shall, every six months, or more often if
required, make to the board a report thereof.
<PAGE>
EXAMINATIONS
------------
SECTION 12. There shall be appointed by the board of directors a committee of
three members, exclusive of the active officers of the bank, whose duty it shall
be to examine, at least once in each period of eighteen months, the affairs of
each branch as well as the head office of the association, count its cash, and
compare its assets and liabilities with the accounts of the general ledgers,
ascertain whether the accounts are correctly kept and that the condition of the
bank corresponds therewith, and whether the bank is in a sound and solvent
condition, and to recommend to the board such changes in the manner of doing
business, etc., as shall seem to be desirable, the result of which examination
shall be reported in writing to the board at the next regular meeting
thereafter, provided that the appointment of such committee and the examinations
by it may be dispensed with if the board shall cause such examination to be made
and reported to the board by accountants approved by it.
CHANGES IN BY-LAWS
------------------
SECTION 13. These by-laws may be changed or amended by the vote of a majority
of the directors at any regular or special meeting of the board, provided,
however, that the directors shall have been given 10 days notice of the
intention to change or offer an amended thereto.
REPEAL
------
SECTION 14. All by-laws heretofore adopted are repealed.
<PAGE>
Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, First Security Bank, National Association, hereby consents that
reports of examination of the undersigned by Federal, State, Territorial or
District authorities may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.
Dated: July 29, 1997
First Security Bank, National Association
By /s/ Francine Schartz
---------------------------
Francine Schartz
Vice President
<PAGE>
<TABLE>
<S> <C>
First Security Bank, N.A. EXHIBIT 7 Call Date: 03/31/97 ST-BK: 49-0290 FFIEC 031
P.O. Box 30011 Page RI- 9
Salt Lake City, UT 84130 Vendor ID: D CERT: 13718
11
Transmit Number: 12400001 Transmitted to EDS as 0042861 on 04/30/97 at 19:02:11 CST
</TABLE>
Consolidated Report of Condition for Insured Commercial and
State-Chartered Savings Banks for March 31, 1997
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
Schedule RC - Balance Sheet
<TABLE>
<CAPTION>
C400 less than
Dollar Amounts in Thousands
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A): RCFD
----
a. Noninterest-bearing balances and currency and coin (1)________________________0081-- 655,052 1.a
b. Interest-bearing balances (2)_________________________________________________0071-- 67 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)____________________1754-- 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column O)__________________1773-- 2,180,112 2.b
3. Federal funds sold and securities purchased under agreements to resell___________1350-- 66,178 3.
4. Loans and lease financing receivables: RCFD
a. Loans and leases, net of unearned income ----
(from Schedule RC-C)__________________________2122-- 7,516,685 ---------- 4.a
b. LESS: Allowance for Loan and Lease Losses_____3123-- 99,148 ---------- 4.b
c. LESS: Allocated transfer risk reserve_________3128-- 0 ---------- 4.c
d. Loans and leases, net of unearned income,
allowance, and reserve (Item 4.a minus 4.b and 4.c)___________________________2125-- 7,417,537 4.d
5. Trading assets (from Schedule RC-D)______________________________________________3545-- 388,486 5.
6. Premises and fixed assets (including capitalized leases)_________________________2145-- 174,816 6.
7. Other real estate owned (from Schedule RC-M)_____________________________________2150-- 825 7.
8. Investments in unconsolidated subsidiaries and associated companies (from
Schedule RC-M)___________________________________________________________________2130-- 0 8.
9. Customers' liability to this bank on acceptances outstanding_____________________2155-- 803 9.
10. Intangible assets (from Schedule RC-M)___________________________________________2143-- 157,257 10.
11. Other assets (from Schedule RC-F)________________________________________________2160-- 332,647 11.
12. Total assets (sum of items 1 through 11)_________________________________________2170-- 11,373,780 12.
- -----------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
First Security Bank, N.A. EXHIBIT 7 Call Date: 03/31/97 ST-BK: 49-0290 FFIEC 031
P.O. Box 30011 Page RI-10
Salt Lake City, UT 84130 Vendor ID: D CERT: 13718
11
Transmit Number: 12400001 Transmitted to EDS as 0042861 on 04/30/97 at 19:02:11 CST
</TABLE>
<TABLE>
<CAPTION>
Schedule RC - Continued
Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
LIABILITIES
13. Deposits: RCOM
a. In domestic offices (sum of totals of ----
columns A and C from Schedule RC-E, part 1)___________________________2200.................. 7,079,084 13.a
RCON
----
(1) Noninterest-bearing (1)________________________ 6631..... 1,582,595 ...................... 13.a.1
(2) Interest-bearing_______________________________ 6636..... 5,496,489 ...................... 13.a.2
RCFN
----
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from
Schedule RC-E, part II) ____________________________________________2200 51,656 13.b
RCFN
----
(1) Noninterest-bearing_____________________________6631............ 0 ..................... 13.b.1
(2) Interest-bearing________________________________6636........ 51,656 ..................... 13.b.2
14. Federal funds purchased and securities sold under agreements to RCFD
-----
repurchase___________________________________________________________2800.....................1,987,674 14.
RCON
----
15. a. Demand notes issued to the U.S. Treasury____________________________2840.......................20,244 15.a
RCFD
----
b. Trading liabilities (from Schedule RC-D)____________________________3548..........................130 15.b
16. Other borrowed money (includes mortgage indebtedness and obligations
under capitalized leases):
a. With a remaining maturity of one year or less_______________________2332......................552,757 16.a
b. With a remaining maturity of more than one year_____________________2333......................353,202 16.b
17. Not applicable.
18. Bank's liability on acceptances executed and outstanding______________2920..........................803 18.
19. Subordinated notes and debentures (2)__________________________________3200.......................45,000 19.
20. Other liabilities (from Schedule RC-G)_________________________________2930......................362,343 20.
21. Total liabilities (sum of items 13 through 20)_________________________2948...................10,452,893 21.
22. Not applicable.
EQUITY CAPITAL
RCFD
----
23. Perpetual preferred stock and related surplus__________________________3838............................0 23.
24. Common stock___________________________________________________________3230.......................59,270 24.
25. Surplus (exclude all surplus related to preferred stock)_______________3839......................285,944 25.
26. a. Undivided profits and capital reserves______________________________3632......................590,530 26.a
b. Net unrealized holding gains (losses) on available-for-sale
securities__________________________________________________________8434......................(14,857) 26.b
27. Cumulative foreign currency translation adjustments____________________3284............................0 27.
28. Total equity capital (sum of items 23 through 27)______________________3210......................920,887 28.
29. Total liabilities, limited-life preferred stock, and equity capital
(sum of items 21 and 28)_______________________________________________3300...................11,373,780 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement
below that best describes the most comprehensive level of RCFD Number
auditing work performed for the bank by independent ---- ------
external auditors as of any date during 1996__________________________6724 2 M.1
</TABLE>
1 = Independent audit of the bank conducted in accordance
with generally accepted auditing standards by a certified
public accounting firm which submits a report on the bank
2 = Independent audit of the bank's parent holding company
conducted in accordance with generally accepted auditing
standards by a certified public accounting firm which
submits a report on the consolidated holding company (but
not on the bank separately)
3 = Directors' examination of the bank conducted in accordance
with generally accepted auditing standards by a certified
public accounting firm (may be required by state charter-
ing authority)
4 = Directors' examination of the bank performed by other
external auditors (may be required by state chartering
authority)
5 = Review of the bank's financial statements by external
auditors
6 = Compilation of the bank's financial statements by
external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
- ------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.
