<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8, 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
HELLER FINANCIAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-1208070
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) NUMBER)
500 WEST MONROE STREET, CHICAGO, ILLINOIS 60661
(312) 441-7000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
SYLVIA L. BATEMAN, ESQ.
ASSOCIATE GENERAL COUNSEL, GROUP GENERAL COUNSEL AND ASSISTANT SECRETARY
HELLER FINANCIAL, INC.
500 WEST MONROE STREET
CHICAGO, ILLINOIS 60661
(312) 441-7000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
---------------
COPY TO:
JON R. LIND, ESQ.
MCDERMOTT, WILL & EMERY
227 WEST MONROE STREET
CHICAGO, ILLINOIS 60606
(312) 372-2000
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
---------------
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 effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
---------------
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED TO BE REGISTERED PER UNIT OFFERING PRICE FEE
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities and Warrants to Purchase Debt Securities $2,500,000,000(1) 100% $2,500,000,000(2) $862,069
</TABLE>
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(1) Or, if any Debt Securities are issued at original issue discount, such
greater amount as may result in the initial offering prices for Debt
Securities and Warrants aggregating $2,500,000,000.
(2) Estimated solely for the purpose of computing the registration fee. Any
offering of Debt Securities or Warrants denominated in any foreign
currencies or foreign currency units 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.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED SEPTEMBER 8, 1995
PROSPECTUS
HELLER FINANCIAL, INC.
DEBT SECURITIES
WARRANTS TO PURCHASE DEBT SECURITIES
-----------
Heller Financial, Inc. (the "Company") from time to time may issue in one or
more series its unsecured debt securities (the "Debt Securities"), which may be
senior (the "Senior Securities"), subordinated (the "Subordinated Securities")
or junior subordinated (the "Junior Subordinated Securities"), and warrants
(the "Warrants") to purchase Debt Securities (the Debt Securities and the
Warrants being herein collectively called the "Securities") for proceeds up to
$2,500,000,000, or the equivalent thereof if any of the Securities are
denominated in a foreign currency or a foreign currency unit. The Debt
Securities of each series will be offered on terms determined at the time of
sale. The Debt Securities and Warrants may be sold for U.S. dollars, foreign
currencies or foreign currency units, and the principal of and any interest on
the Debt Securities may be payable in U.S. dollars, foreign currencies or
foreign currency units. The specific designation, priority, aggregate principal
amount, the currency or currency unit for which the Securities may be
purchased, the currency or currency unit in which the principal and any
interest is payable, the rate (or method of calculation) and time of payment of
any interest, authorized denominations, maturity, offering price, any
redemption terms or other specific terms of the Securities in respect of which
this Prospectus is being delivered (the "Offered Securities") are set forth in
the accompanying Prospectus Supplement (the "Prospectus Supplement"). With
regard to the Warrants, if any, in respect of which this Prospectus is being
delivered, the Prospectus Supplement sets forth a description of the Debt
Securities for which each Warrant is exercisable and the offering price, if
any, exercise price, duration, detachability and other terms of the Warrants.
The Securities may be offered directly to purchasers or to or through
underwriters, dealers or agents designated from time to time. If any
underwriters or agents are involved in the offering of the Offered Securities,
then the names of such underwriters or agents and any applicable fee,
commission or discount arrangements with them will be set forth in the
Prospectus Supplement. See "Plan of Distribution." The net proceeds to the
Company from such offering will also be set forth in the Prospectus Supplement.
-----------
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 SEPTEMBER , 1995.
1
<PAGE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. NEITHER THIS PROSPECTUS NOR ANY
PROSPECTUS SUPPLEMENT CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT
RELATES OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 ("Registration Statement")
under the Securities Act of 1933, as amended (the "Securities Act"), covering
the Securities. As permitted by the rules and regulations of the Commission,
this Prospectus omits certain information, exhibits and undertakings contained
in the Registration Statement. Such additional information can be inspected at
the principal office of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and copies of the Registration Statement can be obtained from the
Commission at prescribed rates by writing to the Commission at such address.
For further information, reference is made to the Registration Statement and to
the exhibits thereto. Statements contained herein concerning any document are
not necessarily complete and, in each instance, reference is made to the copy
of such document filed as an exhibit to the Registration Statement. Each such
statement is qualified in its entirety by such reference.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith
files reports and other information with the Commission. Such reports and other
information can be inspected and copied at the public reference facilities of
the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and
at the Commission's regional offices at Seven World Trade Center, New York, New
York 10048 and 500 West Madison Street, Chicago, Illinois 60661. Copies of such
material can be obtained at prescribed rates from the Public Reference Section
of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Such reports
and other information concerning the Company can also be inspected at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005. The Company has securities listed on such exchange.
The Company files with the Commission an Annual Report on Form 10-K, which
contains financial information that has been examined and reported upon, with
an opinion expressed, by the Company's independent public accountants. This
Report will not be distributed to the holders of any series of Securities, but
will be available to them upon request. See "Documents Incorporated by
Reference."
DOCUMENTS INCORPORATED BY REFERENCE
The following documents heretofore filed by the Company under the 1934 Act
with the Commission are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
(2) The Company's Quarterly Reports on Form 10-Q for the periods ended
March 31, 1995 and June 30, 1995.
(3) The Company's Current Reports on Form 8-K (File No. 1-6157, dated
January 27, 1995, April 24, 1995, May 24, 1995 and July 31, 1995).
All documents filed by the Company pursuant to sections 13(a), 13(c), 14 or
15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of any offering of the Securities shall be deemed to be
incorporated in this Prospectus by reference and to be a part hereof from the
date of filing of each such
2
<PAGE>
document. 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.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF THIS
PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A
COPY OF ANY OR ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN OR MAY BE
INCORPORATED IN THIS PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS TO SUCH
DOCUMENTS. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO: TREASURER, HELLER
FINANCIAL, INC., 500 WEST MONROE STREET, CHICAGO, ILLINOIS 60661 (TELEPHONE
(312) 441-7000).
THE COMPANY
GENERAL
Heller Financial, Inc. (the "Company") was incorporated in 1919 under the
laws of the State of Delaware and is engaged in various aspects of the
commercial finance business. The Company and its consolidated subsidiaries
employ approximately 1,400 people. The executive offices are located at 500
West Monroe Street, Chicago, Illinois 60661 (telephone: (312) 441-7000). Unless
the context indicates otherwise, references to the Company include Heller
Financial, Inc. and its consolidated subsidiaries.
The Company operates in the middle market segment of the commercial finance
industry, which generally includes entities in the manufacturing and service
sectors with annual sales in the range of $15 million to $200 million and in
the real estate sector with property values generally in the range of $5
million to $40 million. The Company currently provides services in six product
categories: (1) corporate finance, (2) real estate finance, (3) asset based
finance, (4) current asset management, (5) specialized commercial finance and
investments and (6) international factoring and asset based finance.
The Company is continuing the program begun in 1990 to diversify its
portfolio and earnings sources, strengthen earnings quality, improve asset
quality and maintain its capital strength. The Company is diversifying its
portfolio and earnings sources by reducing reliance on the corporate finance
business and growing the asset based and international businesses. Earnings
quality is being strengthened by developing more stable earning streams and
reducing the level and volatility of credit quality costs. Asset quality is
improving through resolution of problem accounts and more conservative
underwriting practices. The Company is pursuing these goals in the framework of
continued moderate leverage, strong reserves and conservative liquidity.
OWNERSHIP
All of the outstanding Common Stock of the Company is owned by Heller
International Corporation (the "Parent"), a wholly-owned subsidiary of The Fuji
Bank, Limited ("Fuji Bank"), headquartered in Tokyo, Japan. Fuji Bank also
directly owns 21% of the outstanding shares of Heller International Group,
Inc., a consolidated subsidiary of the Company engaged in international
factoring and asset based financing activities. Fuji Bank is one of the largest
banks in the world, with total deposits of approximately $412 billion at March
31, 1995. For a discussion of the "Keep Well Agreement" between Fuji Bank and
the Company, see "Keep Well Agreement with Fuji Bank."
3
<PAGE>
The following table summarizes selected financial data obtained from Fuji
Bank's most recent financial statements, as prepared in accordance with
accounting principles generally accepted in Japan, which differ from generally
accepted accounting principles in the United States.
THE FUJI BANK, LIMITED
(NON-CONSOLIDATED FINANCIAL STATEMENTS)
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
MARCH 31, 1995 MARCH 31, 1994
--------------------- ---------------------
YEN $ YEN $
(BILLIONS) (MILLIONS) (BILLIONS) (MILLIONS)
<S> <C> <C> <C> <C>
Total Assets........................ 50,730.1 567,769 52,448.6 508,469
Total Deposits...................... 36,799.6 411,859 38,556.7 373,792
Total Liabilities................... 48,849.3 546,719 50,578.1 490,335
Total Stockholders' Equity.......... 1,880.8 21,050 1,870.5 18,134
Net Income.......................... 34.3 384 26.7 259
</TABLE>
--------
* Rates of Exchange:
3/31/95 (Yen) 89.35 = U.S. $1.00
3/31/94 (Yen)103.15 = U.S. $1.00
If the financial statements from which the numbers in the foregoing table
were taken had been prepared in accordance with accounting principles generally
accepted in the United States, some of the amounts shown might have been
materially different. The Company currently understands that accounting
principles generally accepted in Japan differ from generally accepted
accounting principles in the United States in various areas including the
following: valuation of securities, accounting treatment of guarantees,
commitments, unearned income, deferred taxes, leases, depreciation, foreign
currency transactions and investments in subsidiaries, and creation and
maintenance of optional and required reserves.
The "Keep Well Agreement" between Fuji Bank and the Company provides that, if
necessary, Fuji Bank will maintain the Company's net worth at $500 million
through the purchase of sufficient shares of a new series of preferred stock of
the Company and will provide loans of up to $500 million to maintain the
Company's liquidity. No purchases of preferred stock or loans have been made by
Fuji Bank under this Agreement. For further discussion of the "Keep Well
Agreement," see "Keep Well Agreement With Fuji Bank" below.
CORPORATE FINANCE
The Corporate Finance group offers a broad spectrum of services based on the
cash flows underlying a client's business. These services are often provided
through coordination with private equity sponsors and include the financing of
corporate recapitalizations, refinancings, acquisitions and buy-outs of
publicly and privately held entities in a wide variety of industries. Loans are
provided on both a term and revolving basis for periods of up to ten years and
are typically collateralized by senior liens on the borrower's stock or assets
or both. Corporate finance transactions may also include some unsecured,
subordinated or non-voting equity financing. From time to time the Company buys
and sells assignments and participations in loans as a method of managing hold
sizes and industry concentrations.
REAL ESTATE FINANCE
The Real Estate Financial Services group provides interim financing to
owners, investors and developers primarily for the acquisition, refinancing and
renovation of commercial income producing properties in a wide range of
property types and geographic areas. These loans generally have terms ranging
from one to five years and are principally collateralized by first mortgages.
The Company also offers financing for discounted loan portfolio acquisitions,
participating junior debt financing to developers of single and multi-family
housing, credit sale-leaseback financing for single tenant properties, as well
as standby commitments for periods of one to two years.
4
<PAGE>
ASSET BASED FINANCE
Asset based financing is offered by Vendor Finance, Commercial Equipment
Finance, Heller Business Credit ("Business Credit") and Heller First Capital
("First Capital"). Vendor Finance provides leasing and financing of equipment
through approximately 75 manufacturer and vendor programs, financing of
independent leasing companies and direct relationships with end users.
Individual transactions are generally under $500,000. This division finances
the machining, graphics, healthcare, communication, plastics and production
equipment markets. Commercial Equipment Finance provides financing of general
equipment transactions with an average size of $3 million to a diverse group of
businesses for expansion, replacement and modernization or refinancing of
existing equipment obligations.
Business Credit provides working capital and term financing to middle market
companies in a variety of industries for refinancings, recapitalizations and
acquisitions. The group also serves as co-lender on or participates in
transactions agented by other asset based lenders. The average commitment and
loan sizes are $17 million and $8 million, respectively, and are usually for
periods of 3 to 5 years. These loans consist of revolving credit facilities
secured by accounts receivable and inventory and to a lesser extent, term loans
secured by property, plant and equipment. The revolving credit facilities and
term loans are generally cross-collateralized.
First Capital is a provider of long-term financial products for small
businesses under U.S. Small Business Administration loan programs, which
guarantee from 60% to 90% of such financings. These loans generally have an
average size of approximately $350,000 and are made to small businesses in a
wide variety of industries for working capital, equipment and owner-occupied
facilities. From time to time, guaranteed portions of these loans may be sold
in the secondary market with servicing rights retained by First Capital.
CURRENT ASSET MANAGEMENT
The Current Asset Management group primarily offers factoring services to the
apparel, textile and home furnishings industries. In return for a commission,
the group purchases the client's accounts receivable and provides collection
and management information services. Working capital is provided by advancing
on a formula basis a percentage of the purchase price of the client's factored
accounts receivable. The Company is one of the largest factors in the highly
competitive United States factoring industry, with 1994 annual volume of $6.6
billion.
SPECIALIZED FINANCE AND INVESTMENTS
Specialized financing and investments are generally originated in four areas:
aircraft finance, project investment and advisory, direct equity investments
and portfolio investments. Aircraft Finance offers financing for commercial
aircraft and equipment through leases or junior secured loans to an operating
lessor, with terms ranging from 2 to 10 years. Project Investment and Advisory
offers financing to independent power producers and industrial projects in the
form of senior and junior secured loans, equity investments and development
loans. Heller Investments makes investments in middle market companies
requiring an operational or financial turnaround. The Company also makes equity
investments in established middle market companies through participation with
equity sponsors and investments in equity funds.
INTERNATIONAL FACTORING AND ASSET BASED FINANCE
The Company provides factoring and asset based financing outside the United
States through investments in commercial finance companies located in 19
countries in Europe, Asia, Australia and Latin America. These companies, which
may be wholly-owned or joint ventures, offer factoring, asset based finance,
acquisition finance, leasing, vendor finance and/or trade finance programs to
the mid-sized corporate sector. During 1994, the Company continued to pursue
new international opportunities as it invested in a factoring
5
<PAGE>
joint venture in Argentina. In addition to these joint venture activities, the
Company has expanded support of the international needs of existing domestic
customers.
KEEP WELL AGREEMENT WITH FUJI BANK
The Company entered into a Keep Well Agreement (the "Agreement") with Fuji
Bank on April 23, 1983 in order to assist the Company in maintaining its credit
rating. The Agreement was amended and supplemented on January 26, 1984, in
connection with the consummation of the purchase of the Company by Fuji Bank
and has been amended since that date from time to time.
On May 3, 1995, the Company and Fuji Bank agreed to extend the term of the
Keep Well Agreement for an additional two years from December 31, 2000 to
December 31, 2002.
The Agreement provides that Fuji Bank will maintain the Company's net worth
in an amount equal to $500 million. Accordingly, if the Company should
determine, at the close of any month, that its net worth is less than $500
million, then Fuji Bank will purchase, or cause one of its subsidiaries to
purchase, shares of the Company's NW Preferred Stock, Class B (No Par Value)
("NW Preferred Stock") in an amount necessary to increase the Company's net
worth to $500 million. If and when issued, dividends will be paid quarterly on
the NW Preferred Stock at a rate per annum equal to 1% over the three-month
London Inter-bank Offered Rate. Such dividends will not be paid during a
default in the payment of principal or interest on any of the outstanding
indebtedness for money borrowed by the Company. Subject to certain conditions,
the NW Preferred Stock will be redeemable at the option of the holder, within a
specified period of time after the end of a calendar quarter in an aggregate
amount not greater than the excess of net worth of the Company as of the end of
such calendar quarter over $500 million.
The Agreement further provides that if the Company should lack sufficient
cash, other liquid assets or credit facilities to meet its payment obligations
on its commercial paper, then Fuji Bank will lend the Company up to $500
million (the "Liquidity Commitment"), payable on demand, which the Company may
use only for the purpose of meeting such payment obligations. Any such loan by
Fuji Bank to the Company (a "Liquidity Advance") will bear interest at a
fluctuating interest rate per annum equal to the announced prime commercial
lending rate of Morgan Guaranty Trust Company of New York plus .25% per annum.
Each Liquidity Advance will be repayable on demand at any time after the
business day following the 29th day after such Liquidity Advance was made. No
repayment of the Liquidity Advance will be made during a period of default in
the payment of the Company's senior indebtedness for borrowed money.
No Liquidity Advances or purchases of NW Preferred Stock have been made by
Fuji Bank under the Agreement. The Parent has previously made other infusions
of capital in the Company.
Under the Agreement, the Company has covenanted to maintain, and Fuji Bank
has undertaken to assure that the Company will maintain, unused short-term
lines of credit and committed credit facilities in an amount approximately
equal to 75% of the amount of its commercial paper obligations from time to
time outstanding. In addition, under the Agreement, neither Fuji Bank nor any
of its subsidiaries can sell, pledge or otherwise dispose of any shares of the
Company's Common Stock or permit the Company to issue shares of its Common
Stock except to Fuji Bank or a Fuji Bank affiliate.
Neither Fuji Bank nor the Company may terminate the Agreement for any reason
prior to December 31, 2002. After December 31, 2002, either Fuji Bank or the
Company may terminate the Agreement upon 30 business days' prior written
notice. So long as the 8 1/8% Cumulative Perpetual Preferred Stock, Series A
("Perpetual Preferred Stock") is outstanding and held by third parties other
than Fuji Bank, the Agreement may not be terminated by either party unless the
Company has received written certifications from Moody's Investors Services,
Inc. and Standard and Poor's Corporation that upon termination the Perpetual
Preferred Stock will be rated by them no lower than "a3" and "A-",
respectively. For these purposes the Perpetual Preferred Stock will no longer
be deemed outstanding at such time as an effective notice of redemption of all
6
<PAGE>
of the Perpetual Preferred Stock shall have been given by the Company and funds
sufficient to effectuate such redemption shall have been deposited with the
party designated for such purpose in the notice. In addition, any termination
of the Keep Well Agreement by the Company must be consented to by Fuji Bank.
Any such termination will not relieve the Company of its obligations in respect
of any NW Preferred Stock outstanding on the date of termination or the
dividends thereon, any amounts owed in respect of Liquidity Advances on the
date of termination or the unpaid principal or interest on those Liquidity
Advances or Fuji Bank's fee relating to the Liquidity Commitment. Any such
termination will not adversely affect the Company's commercial paper
obligations outstanding on the date of termination. The Agreement can be
modified or amended by a written agreement of Fuji Bank and the Company.
However, no such modification or amendment may change the prohibition against
termination before December 31, 2002. Further, no such modification or
amendment may adversely affect the Company's then-outstanding commercial paper
obligations.
Under the Agreement, the Company's commercial paper obligations and any other
debt instruments are solely the obligations of the Company. The Agreement is
not a guarantee by Fuji Bank of the payment of the Company's commercial paper
obligations, indebtedness, liabilities or obligations of any kind.
7
<PAGE>
SELECTED FINANCIAL DATA
The following selected financial data of the Company and its consolidated
subsidiaries have been derived from information contained in, and should be
read in conjunction with, the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 and the Company's Quarterly Report on Form
10-Q for the six month period ended June 30, 1995.
<TABLE>
<CAPTION>
FOR THE SIX
MONTHS ENDED
JUNE 30, FOR THE YEAR ENDED DECEMBER 31,
-------------- --------------------------------------
1995 1994 1994 1993 1992 1991 1990
------ ------ ------ ------ ------ ------ ------
(UNAUDITED)
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
Income Statement Data:
Interest income........ $ 420 $ 321 $ 702 $ 620 $ 634 $ 730 $ 813
Interest expense....... 231 149 336 264 295 406 488
------ ------ ------ ------ ------ ------ ------
Net interest income... 189 172 366 356 339 324 325
Fees and other income.. 72 83 170 138 101 95 84
Income of international
joint ventures........ 17 10 21 23 26 19 20
------ ------ ------ ------ ------ ------ ------
Operating revenues.... 278 265 557 517 466 438 429
Operating expenses..... 102 90 195 174 169 167 181
Provision for losses... 78 90 188 210 252 201 144
------ ------ ------ ------ ------ ------ ------
Income before income
taxes, minority
interest and tax ac-
counting credit...... 98 85 174 133 45 70 104
Income tax
provision/(benefit)... 31 20 51 11 (5) 3 18
Minority interest in
international
income................ 3 2 5 5 3 3 2
------ ------ ------ ------ ------ ------ ------
Income before tax ac-
counting credit...... 64 63 118 117 47 64 84
Cumulative effect of a
change in accounting
principle for income
taxes................. -- -- -- -- 41 -- --
------ ------ ------ ------ ------ ------ ------
Net income............. $ 64 $ 63 $ 118 $ 117 $ 88 $ 64 $ 84
====== ====== ====== ====== ====== ====== ======
Ratio of earnings to
fixed charges (See
exhibit 12)........... 1.42x 1.56x 1.51x 1.49x 1.15x 1.17x 1.21x
====== ====== ====== ====== ====== ====== ======
<CAPTION>
JUNE 30, DECEMBER 31,
-------------- --------------------------------------
1995 1994 1994 1993 1992 1991 1990
------ ------ ------ ------ ------ ------ ------
(UNAUDITED)
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Receivables............ $8,137 $7,644 $7,616 $7,062 $7,465 $7,171 $7,343
Allowance for losses of
receivables........... 241 235 231 221 224 170 180
Investments............ 653 506 634 370 280 184 174
Investment in interna-
tional joint ventures. 221 163 174 144 140 129 123
Total assets........... $9,077 $8,350 $8,476 $7,913 $7,952 $7,529 $7,772
====== ====== ====== ====== ====== ====== ======
Senior debt:
Commercial paper and
short-term
borrowings........... $2,726 $2,244 $2,451 $1,981 $2,422 $2,797 $3,268
Notes and debentures.. 4,247 4,053 3,930 3,893 3,521 2,809 2,252
Subordinated debt...... -- -- -- -- -- 88 196
Junior subordinated
debt.................. -- -- -- 75 225 230 234
------ ------ ------ ------ ------ ------ ------
Total debt............ $6,973 $6,297 $6,381 $5,949 $6,168 $5,924 $5,950
====== ====== ====== ====== ====== ====== ======
Preferred stock........ $ 150 $ 150 $ 150 $ 150 $ 150 $ 25 $ 300
Common equity.......... 1,222 1,151 1,180 1,103 994 943 891
------ ------ ------ ------ ------ ------ ------
Total stockholders'
equity............... $1,372 $1,301 $1,330 $1,253 $1,144 $ 968 $1,191
====== ====== ====== ====== ====== ====== ======
Ratio of commercial pa-
per and short-term
borrowings to total
debt.................. 39% 36% 38% 33% 39% 47% 55%
====== ====== ====== ====== ====== ====== ======
Ratio of debt to total
stockholders' equity.. 5.1x 4.9x 4.8x 4.7x 5.4x 6.1x 5.0x
====== ====== ====== ====== ====== ====== ======
</TABLE>
8
<PAGE>
USE OF PROCEEDS
Except as otherwise provided in the Prospectus Supplement, the net proceeds
from the sale of the Securities will be added to the general funds of the
Company and will be available for the repayment of short-term borrowings and
for other corporate purposes.
From time to time, the Company may engage in additional public or private
financings of a character and amount that the Company may deem appropriate.
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and provisions of
the indentures under which the Securities are to be issued. The particular
terms of each issue of Offered Securities, as well as any modifications or
additions to such general terms that may apply in the case of such Offered
Securities, will be described in the Prospectus Supplement relating to such
Offered Securities and will be set forth in a filing with the Commission.
Accordingly, for a description of the terms of a particular issue of Offered
Securities, reference must be made to both the Prospectus Supplement relating
thereto and to the following description.
The Senior Securities are to be issued under an indenture dated as of
September 1, 1995 between the Company and Shawmut Bank Connecticut, National
Association ("Shawmut"), as Trustee, or pursuant to an indenture described
below (such indentures, as at any time amended, being referred to herein
individually as a "Senior Indenture" or collectively as the "Senior
Indentures"); the Subordinated Securities are to be issued under an indenture
dated as of September 1, 1995 between the Company and Shawmut, as Trustee, or
pursuant to an indenture described below (such indentures, as at any time
amended, being referred to herein individually as a "Subordinated Indenture" or
collectively as the "Subordinated Indentures"); and the Junior Subordinated
Securities are to be issued under an indenture dated as of September 1, 1995
between the Company and Shawmut, as Trustee, or pursuant to an indenture
described below (such indentures being referred to herein individually as a
"Junior Subordinated Indenture" or collectively as the "Junior Subordinated
Indentures"). Each of the Senior Securities, the Subordinated Securities and
the Junior Subordinated Securities, respectively, may also be issued under an
indenture in the form of such indenture for each such class of Debt Securities,
respectively, filed as an exhibit to the Registration Statement, for which the
related Trustee will be qualified in accordance with the rules and regulations
of the Commission on or about the time of their respective issuance. The forms
of the Senior Indentures, the Subordinated Indentures and the Junior
Subordinated Indentures are filed as exhibits to the Registration Statement and
are sometimes referred to herein individually as an "Indenture" and
collectively as the "Indentures". The following description of the Indentures
and summaries of certain provisions thereof do not purport to be complete and
are subject to, and are qualified in their entirety by reference to, all
provisions of the respective Indentures. All section references appearing
herein are to sections of the applicable Indenture or Indentures, and
capitalized terms defined in the Indentures are used herein as therein defined.
There is no requirement that future issues of debt securities of the Company
be issued under any of the Indentures, and the Company will be free to employ
other indentures or documentation containing provisions different from those
included in the Indentures or applicable to one or more issues of Offered
Securities, in connection with future issues of such other debt securities.
GENERAL
Each Indenture provides that the Debt Securities issued thereunder may be
issued without limit as to aggregate principal amount, in one or more series,
and may be denominated in any currency or currency unit, in each case as
established from time to time in or pursuant to authority granted by a
resolution of the Board of Directors of the Company or as established in one or
more indentures supplemental to such
9
<PAGE>
Indenture. (Section 3.01). Each Indenture also provides that there may be more
than one Trustee under such Indenture, each with respect to one or more series
of Debt Securities. The Trustee under any Indenture may resign or be removed
with respect to one or more series of Debt Securities issued under such
Indenture, and a successor Trustee may be appointed to act with respect to such
series. (Section 8.10). If two or more persons are acting as Trustee with
respect to different series of Debt Securities issued under the same Indenture,
each such Trustee shall be a Trustee of a trust under such Indenture separate
and apart from the trust administered by any other such Trustee (Section 8.11),
and any action described herein to be taken by the "Trustee" may then be taken
by each such Trustee with respect to, and only with respect to, the one or more
series of Debt Securities for which it is Trustee under such Indenture.
Reference is made to the Prospectus Supplement for the following terms of the
Debt Securities in respect of which this Prospectus is being delivered: (1) the
title of the Debt Securities and whether such Debt Securities will be Senior
Debt, Subordinated Debt or Junior Subordinated Debt of the Company; (2) any
limit on the aggregate principal amount of the Debt Securities; (3) the
percentage of their principal amount for which the Debt Securities will be
issued; (4) the date or dates on which the principal of (and premium, if any,
on) the Debt Securities will be payable; (5) the rate or rates (which may be
fixed or variable), or the method by which such rate or rates shall be
determined, at which the Debt Securities will bear interest, if any; (6) the
currency, currencies or currency units for which the Debt Securities may be
purchased and the currency, currencies or currency units in which the principal
of (and premium, if any) and interest, if any, on such Debt Securities may be
payable; (7) the date or dates from which any such interest will accrue, the
date or dates on which any such interest will be payable and the regular record
dates for such interest payment dates; (8) the place or places where the
principal of (and premium, if any) and interest, if any, on the Debt Securities
will be payable; (9) the period or periods within which, the price or prices at
which and the terms and conditions upon which the Debt Securities may be
redeemed, in whole or in part, at the option of the Company, pursuant to any
sinking fund or otherwise, if the Company is to have such an option, and
whether any special terms and conditions of redemption shall apply if the Debt
Securities are Registered Securities (as hereinafter defined) or Unregistered
Securities (as hereinafter defined); (10) the obligation, if any, of the
Company to redeem, repay or purchase the Debt Securities pursuant to any
sinking fund or analogous provision or at the option of a Holder thereof, and
the period or periods within which, the price or prices at which and the terms
and conditions upon which the Debt Securities will be redeemed, repaid or
purchased, in whole or in part, pursuant to such obligation; (11) any Events of
Default with respect to the Debt Securities in addition to those set forth in
the respective Indenture; and (12) any other terms of the Debt Securities not
inconsistent with the provisions of the respective Indenture.
The Company will comply with Rule 14e-1 promulgated under the 1934 Act, and
any other tender offer rules under the 1934 Act which may then be applicable in
connection with any obligation of the Company to purchase Debt Securities at
the option of the Holders thereof. Any such obligation applicable to an issue
of Offered Securities will be described in the Prospectus Supplement relating
thereto.
The Debt Securities may be issued in fully registered form without coupons
("Fully Registered Securities"), or in a form registered as to principal only
with coupons ("Registered Securities") or in bearer form with or without
coupons ("Unregistered 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 identified in the
applicable Prospectus Supplement. The specific depositary arrangement with
respect to a series of Debt Securities or any part thereof will be described in
the applicable Prospectus Supplement. Unless otherwise specified in the
Prospectus Supplement, the Debt Securities will be issued only as Fully
Registered Securities in denominations of $1,000 and any integral multiple
thereof and will be payable in United States Dollars. (Section 3.02).
An investment in Debt Securities indexed, as to principal or interest or
both, to one or more values of currencies (including exchange rates between
currencies), commodities or interest rate indices entails significant risks
that are not associated with similar investments in a conventional fixed-rate
debt security. If
10
<PAGE>
the interest rate of such a Debt Security is so indexed, it may result in an
interest rate that is less than that payable on a conventional fixed-rate debt
security issued at the same time, including the possibility that no interest
will be paid, and, if the principal amount of such a Debt Security is so
indexed, the principal amount payable at maturity may be less than the original
purchase price of such Debt Security if allowed pursuant to the terms of such
Debt Security, including the possibility that no principal will be paid. The
secondary market for such Debt Securities will be affected by a number of
factors, independent of the creditworthiness of the issuer and the value of the
applicable currency, commodity or interest rate index, including the volatility
of the applicable currency, commodity or interest rate index, the time
remaining to the maturity of such Debt Securities, the amount outstanding of
such Debt Securities and market interest rates. The value of the applicable
currency, commodity or interest rate index depends on a number of interrelated
factors, including economic, financial and political events, over which the
Company has no control. Additionally, if the formula used to determine the
principal amount or interest payable with respect to such Debt Securities
contains a multiple or leverage factor, the effect of any change in the
applicable currency, commodity or interest rate index will be increased. The
historical experience of the relevant currencies, commodities or interest rate
indices should not be taken as an indication of future performance of such
currencies, commodities or interest rate indices during the term of any Debt
Security. Accordingly, prospective investors should consult their own financial
and legal advisors as to the risks entailed by an investment in such Debt
Securities and the suitability of such Debt Securities in light of their
particular circumstances.
If any of the Debt Securities are sold for foreign currencies or foreign
currency units or if the principal of (and premium, if any) and interest, if
any, on any series of Debt Securities is payable in 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.
One or more series of Debt Securities may be sold at a substantial discount
below their stated principal amount, bearing no interest or interest at a rate
which at the time of issuance is below market rates ("Original Issue Discount
Securities"). Special Federal income tax, accounting and other considerations
applicable thereto will be described in the Prospectus Supplement relating to
any such Debt Securities.
The Debt Securities will be unsecured obligations of the Company. None of the
Company's outstanding debt securities are, and none of the Debt Securities will
be, guaranteed by Fuji Bank.
CERTAIN DEFINITIONS
The following terms are defined in each Indenture. (Sections 1.01 and 12.07).
The term "Consolidated Net Tangible Assets" is defined to mean the total of
all assets reflected on a consolidated balance sheet of the Company and its
consolidated Subsidiaries, prepared in accordance with generally accepted
accounting principles, at their net book values (after deducting related
depreciation, depletion, amortization and all other valuation reserves which,
in accordance with such principles, should be set aside in connection with the
business conducted), but excluding goodwill, unamortized debt discount and all
other like segregated intangible assets, and amounts on the asset side of such
balance sheet for capital stock of the Company, all as determined in accordance
with such principles, less the aggregate of the current liabilities of the
Company and its consolidated Subsidiaries reflected on such balance sheet, all
as determined in accordance with such principles. For purposes of this
definition, "current liabilities" include all indebtedness for money borrowed,
incurred, issued, assumed or guaranteed by the Company and its consolidated
Subsidiaries, credit balances of factoring clients and other payables and
accruals, in each case payable on demand or due within one year of the date of
determination of Consolidated Net Tangible Assets, all as reflected on such
consolidated balance sheet of the Company and its consolidated Subsidiaries,
prepared in accordance with generally accepted accounting principles.
11
<PAGE>
The term "Debt" is defined to mean all liabilities, whether issued or assumed
(i) in respect of money borrowed or (ii) evidenced by note, debenture or other
like written obligation to pay money, and (iii) all guarantees (x) in respect
of money borrowed by third persons or (y) in respect of obligations of third
persons evidenced by note, debenture or other like written obligation of such
third persons to pay money.
The term "Finance Business" is defined to mean the business of making loans,
extending credit, or providing financial accommodations to any person and such
activities as may be incidental thereto; including, but not limited to: the
purchase of obligations growing out of the sale or lease of all types of
consumer, commercial and industrial property; the making of loans to
individuals and business enterprises, including the extension of wholesale or
floor plan accommodations to permit distributors and dealers to carry
inventories for resale; factoring; leasing of tangible personal property to
others; mortgage brokerage and servicing; and other business of a similar
character to the extent that other companies similarly situated, within the
limits of sound trade practice, may have heretofore engaged or may hereafter
engage in such other business.
The term "Junior Subordinated Debt" is defined to mean all Debt of the
Company which is by its terms made subordinate and junior to Senior Debt and
Subordinated Debt.
The term "Lien" is defined to mean any mortgage, pledge, security interest or
lien.
The term "Restricted Subsidiary" is defined to mean any Subsidiary of the
Company or of a Restricted Subsidiary (i) which is primarily engaged in the
Finance Business, (ii) which conducts such Finance Business primarily in the
United States and (iii) of which the Company and/or a Restricted Subsidiary
owns 51% or more of each class of its Voting Stock.
The term "Senior Debt" is defined to mean all Debt of the Company which is
not by its terms made subordinate or junior in right of payment with respect to
the general assets of the Company to any other Debt of the Company.
The term "Subordinated Debt" is defined to mean all Debt of the Company which
is by its terms made subordinate or junior in right of payment to any other
Debt of the Company, except Junior Subordinated Debt.
The term "Subsidiary" is defined to mean any corporation of which more than
50% of the Voting Stock other than directors' qualifying shares (if any) shall
at the time be owned by the Company and/or one or more Subsidiaries.
The term "Voting Stock" is defined to mean stock of the class or classes
having general voting power under ordinary circumstances to elect at least a
majority of the board of directors, managers or trustees of such corporation
(irrespective of whether or not at the time stock of any other class or classes
shall have or might have voting power by reason of the happening of any
contingency).
CERTAIN RESTRICTIONS
The Company agrees in each Indenture that it will not, and will not permit
any Restricted Subsidiary to, create, incur or assume any Lien on property of
any character of the Company or any Restricted Subsidiary to secure
indebtedness for money borrowed, incurred, issued, assumed or guaranteed by the
Company or any Restricted Subsidiary ("indebtedness") unless: (1) the Lien
equally and ratably secures the Securities and the indebtedness (subject, in
the case of Securities constituting either Subordinated Debt or Junior
Subordinated Debt, to subordination of respective rights of payment as provided
in the Subordinated Indenture or the Junior Subordinated Indenture, as the case
may be); or (2) the Lien is on property or shares of stock of a corporation at
the time the corporation becomes a Restricted Subsidiary or merges into or
consolidates with the Company or a Restricted Subsidiary; or (3) the Lien is on
property at the time the
12
<PAGE>
Company or a Restricted Subsidiary acquires the property; or (4) the Lien
secures indebtedness incurred to finance all or part of the purchase price or
cost of construction of property of the Company or a Restricted Subsidiary; or
(5) the Lien secures indebtedness of a Restricted Subsidiary owing to the
Company or another Restricted Subsidiary; or (6) the Lien is on property of a
person at the time the person transfers or leases all or substantially all of
its assets to the Company or a Restricted Subsidiary; or (7) the Lien is in
favor of a government or governmental entity and is for taxes or assessments or
secures payments pursuant to a contract or statute; or (8) the Lien arises out
of a judgment, decree or court order or the Lien arises in connection with
other proceedings or actions at law or in equity; or (9) the Lien is on
receivables of the Company, or cash, deposited or otherwise subjected to a Lien
as a basis for the issuance of bankers' acceptances or letters of credit in
connection with any financing of customers' operations by the Company or any
Restricted Subsidiary; or (10) the Lien is on property (or any receivables
arising in connection with the lease thereof) acquired by the Company or a
Restricted Subsidiary through repossession, foreclosure or like proceeding and
secures indebtedness incurred at the time of such acquisition or at any time
thereafter to finance all or part of the cost of maintenance, improvement or
construction relating thereto; or (11) the Lien is created in favor of the
Small Business Administration on property owned by a Restricted Subsidiary
which is organized as a small business investment company under Title 15, 681,
of the United States Code; or (12) the Lien extends, renews or replaces in
whole or in part a Lien enumerated in clauses (1) through (11) above; or (13)
the Lien secures indebtedness of the Company or a Restricted Subsidiary and the
sum of the following does not exceed 10% of Consolidated Net Tangible Assets:
(x) such indebtedness plus (y) other indebtedness of the Company and its
Restricted Subsidiaries secured by Liens on property of the Company and its
Restricted Subsidiaries, excluding indebtedness secured by a Lien existing as
of the date of the Indenture and excluding indebtedness secured by a Lien
permitted by one of clauses (1) through (12) above. (Section 12.07).
Each Indenture provides that the Company may omit in any particular instance
to comply with any part or the entirety of the foregoing restriction on Liens
if the Holders of at least a majority in principal amount of the Debt
Securities at the time Outstanding of each series that is affected thereby
shall either waive such compliance in such instance or generally waive
compliance. (Section 12.08).
None of the Indentures limits the amount of Senior Debt, Subordinated Debt or
Junior Subordinated Debt that may be incurred by the Company. However, under
certain restrictive provisions of other indentures and agreements, the Company
has covenanted that it will not at any time permit the aggregate principal
amount of all Debt which is reflected on the consolidated balance sheets of the
Company to exceed 10 times consolidated stockholders' equity, determined in
accordance with generally accepted accounting principles. The foregoing
provisions are contained in certain indentures and agreements of varying terms,
the longest of which is currently scheduled to expire on May 15, 2002. None of
the Indentures affects the Company's ability to terminate or amend such
provisions prior to such date.
MERGERS, CONSOLIDATIONS AND TRANSFERS OF ASSETS
Each Indenture provides that the Company will not consolidate with or merge
into any other corporation or convey, transfer or lease its properties and
assets substantially as an entirety to any person, unless (a) the corporation
formed by such consolidation or into which the Company is merged or the person
which shall have acquired by conveyance or transfer, or which leases such
properties and assets shall be a corporation organized and existing under the
laws of the United States, or any State or the District of Columbia, and shall
assume payment of the principal of (and premium, if any) and interest, if any,
on the Debt Securities and the performance or observance of every covenant to
be performed or observed by the Company under the Indenture, (b) immediately
thereafter, no Event of Default (or event which, with notice or lapse of time,
or both, would be such) shall have happened and be continuing and (c) certain
other conditions have been met. (Section 10.01). If any such transaction were
to occur, then, provided that all such conditions were satisfied, the Company
would be discharged from all of its obligations and covenants under the
Indenture and the Debt Securities. (Section 10.02).
13
<PAGE>
PAYMENT AND TRANSFER
Principal of, premium, if any, and interest, if any, on Fully Registered
Securities is to be payable at the Corporate Trust Office of the Trustee under
the applicable Indenture or any other office maintained by the Company for such
purposes, provided that payment of interest, if any, on Fully Registered
Securities may be made at the option of the Company by check mailed to the
persons in whose names such Securities are registered at the close of business
on the day or days specified in the applicable Prospectus Supplement. (Sections
3.08, 3.12). The principal of, premium, if any, and interest, if any, on Debt
Securities in other forms will be payable in such manner and at such place or
places as may be designated by the Company and specified in the applicable
Prospectus Supplement. (Section 3.12).
Fully Registered Securities may be transferred or exchanged at the Corporate
Trust Office of the Trustee under the applicable Indenture or at any other
office or agency maintained by the Company for such purposes, subject to the
limitations in the applicable Indenture, without the payment of any service
charge except for any tax or governmental charge incidental thereto. Provisions
with respect to the transfer and exchange of Debt Securities in other forms
will be set forth in the applicable Prospectus Supplement. (Section 3.05).
BOOK ENTRY, DELIVERY AND FORM
If the accompanying Prospectus Supplement so indicates, the Debt Securities
will be represented by one or more certificates (the "Global Securities"). The
Global Security representing Debt Securities will be deposited with, or on
behalf of, The Depository Trust Company ("DTC") or other successor depository
appointed by the Company (DTC or such other depository is herein referred to as
the "Depository") and registered in the name of the Depository or its nominee.
DTC currently limits the maximum denomination of any single Global Security
to $200,000,000. Therefore, for purposes hereof, "Global Security" refers to
the Global Security or Global Securities representing the entire issue of Debt
Securities.
DTC has advised the Company and any underwriters, dealers or agents named in
the accompanying Prospectus Supplement as follows: DTC is a limited-purpose
trust company organized under the laws of the State of New York, a member of
the Federal Reserve System, a "clearing corporation" within the meaning of the
New York Uniform Commercial Code and a "clearing agency" registered pursuant to
the provisions of Section 17A of the Securities Exchange Act of 1934. DTC was
created to hold securities of its participants and to facilitate the clearance
and settlement of securities transactions among its participants in such
securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of securities
certificates. DTC's participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations, some of
which (and/or their representatives) own DTC. Access to DTC's book-entry system
is also available to others, such as banks, brokers, dealers and trust
companies, that clear through or maintain a custodial relationship with a
participant, either directly or indirectly.
Upon the issuance by the Company of Debt Securities represented by a Global
Security, DTC will credit, on its book-entry registration and transfer system,
the respective principal amounts of the Debt Securities represented by such
Global Security to the accounts of participants. The accounts to be credited
shall be designated by the underwriters, dealers or agents. Ownership of
beneficial interests in the Global Security will be limited to participants or
persons that hold interests through participants. Ownership of beneficial
interests in Debt Securities represented by the Global Security will be shown
on, and the transfer of that ownership will be effected only through, records
maintained by DTC (with respect to interests of participants in DTC), or by
participants in DTC or persons that may hold interests through such
participants (with respect to persons other than participants in DTC). 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 the Global Security.
14
<PAGE>
So long as the Depository for the Global Security, or its nominee, is the
registered owner of the Global Security, the Depository or its 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 applicable
Indenture. Except as provided below, owners of beneficial interests in Debt
Securities represented by the Global Security will not be entitled to have Debt
Securities represented by such Global Security registered in their names, will
not receive or be entitled to receive physical delivery of Debt Securities in
definitive form and will not be considered the owners or holders thereof under
the applicable Indenture.
Payments of principal of and interest, if any, on the Debt Securities
represented by the Global Security registered in the name of DTC or its nominee
will be made by the Company through the Trustee under the applicable Indenture
or a paying agent (the "Paying Agent"), which may also be the Trustee under the
applicable Indenture to DTC or its nominee, as the case may be, as the
registered owner of the Global Security. Neither the Company, the Trustee, nor
the Paying Agent 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 or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.
The Company has been advised that DTC, upon receipt of any payment of
principal or interest in respect of a Global Security, will credit immediately
the accounts of the related participants with payment in amounts proportionate
to their respective holdings in principal amount of beneficial interest in such
Global Security as shown on the records of DTC. The Company expects that
payments by participants to owners of beneficial interests in a Global Security
will be governed by standing customer instructions and customary practices, as
is now the case with securities held for the accounts of customers in bearer
form or registered in "street name" and will be the responsibility of such
participants.
If the Depository with respect to a Global Security is at any time unwilling
or unable to continue as Depository and a successor Depository is not appointed
by the Company within 90 days, the Company will issue certificated notes in
exchange for the Debt Securities represented by such Global Security.
SAME-DAY SETTLEMENT
If the accompanying Prospectus Supplement so indicates, settlement for the
Debt Securities will be made by the underwriters, dealers or agents in
immediately available funds and all applicable payments of principal and
interest on the Debt Securities will be made by the Company in immediately
available funds. Secondary trading in long-term notes and debentures of
corporate issuers is generally settled in clearinghouse or next-day funds. In
contrast, the Debt Securities subject to settlement in immediately available
funds will trade in the Depository's Same-Day Funds Settlement System until
maturity, and secondary market trading activity in the Debt Securities will
therefore be required by the Depository to settle in immediately available
funds. No assurance can be given as to the effect, if any, of settlement in
immediately available funds on trading activity in the Debt Securities.
EVENTS OF DEFAULT, NOTICE AND WAIVER
Except as may otherwise be set forth in the applicable Prospectus Supplement,
each Indenture provides that the following events are Events of Default with
respect to any series of Debt Securities issued thereunder: (a) default in the
payment of the principal of (or premium, if any, on) any Debt Security of such
series at its maturity, upon redemption (if applicable) or otherwise; (b)
default for 30 days in the payment of any installment of interest on any Debt
Security of such series; (c) default for 60 days after written notice in the
performance of any other covenant in respect of the Debt Securities of such
series contained in such Indenture or in such Debt Securities; (d) (i) an Event
of Default with respect to any other series of Debt Securities issued pursuant
to such Indenture, or (ii) a default under any bond, debenture, note or other
evidence of indebtedness for money borrowed, issued, assumed or guaranteed by
the Company having unpaid principal in excess of $2,000,000 or under any
mortgage, indenture or instrument under which there may be issued or
15
<PAGE>
by which there may be secured or evidenced any such indebtedness for money
borrowed, whether such indebtedness now exists or shall hereafter be created,
which Event of Default or default, as the case may be, in either such case,
shall have resulted in such other series of Debt Securities or such
indebtedness becoming or being declared due and payable prior to the date on
which it would otherwise have become due and payable, without such other series
of Debt Securities or such indebtedness having been discharged or such
declaration of acceleration having been rescinded or annulled within a period
of 60 days after there shall have been given, by registered or certified mail,
to the Company by the Trustee, or to the Company and the Trustee by the Holders
of at least 25% in aggregate principal amount of the outstanding Securities of
such series, a written notice specifying such Event of Default or default, as
the case may be, and requiring the Company to cause such indebtedness to be
discharged or cause such acceleration to be rescinded or annulled and stating
that such notice is a "Notice of Default" under the Indenture, unless at the
end of such 60-day period and thereafter the Event of Default or default is
being contested in good faith by the Company; (e) certain events of bankruptcy,
insolvency or reorganization, or court appointment of a receiver, liquidator or
trustee of the Company or its property; and (f) any other Event of Default
provided in or pursuant to the applicable resolution of the Board of Directors,
or established in the supplemental indenture under which such series of Debt
Securities is issued. (Section 7.01). No Event of Default with respect to a
particular series of Debt Securities necessarily constitutes an Event of
Default with respect to any other series of Securities issued under the same or
another Indenture.
Within 90 days after the occurrence of any default with respect to any series
of Debt Securities, the Trustee for such series must give the Holders of such
Debt Securities notice of all defaults of which it has knowledge and that have
not been cured or waived. Nevertheless, the Trustee may withhold notice to the
Holders of any series of Debt Securities of any default with respect to such
series (except a default in the payment of principal, premium or interest) if
and so long as it determines that the withholding of such notice is in the
interest of such Holders. (Section 8.02).
If an Event of Default with respect to any series of Debt Securities shall
have occurred and be continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of the outstanding Securities of such series may
declare the principal thereof (or, in the case of a series of Original Issue
Discount Securities, such portion of the principal amount as may be specified
in the Prospectus Supplement respecting the offer and sale of such Debt
Securities) to be due and payable immediately. (Section 7.02).
Each Indenture contains a provision entitling the Trustee to be indemnified
by the Holders of Debt Securities issued thereunder before proceeding to
exercise any right or power under such Indenture at the request of any Holders.
(Section 8.03). Each Indenture provides that the Holders of a majority in
principal amount of the outstanding Securities of any series issued thereunder
may, with certain exceptions, direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred upon the Trustee, with respect to the Debt Securities of
such series. (Section 7.12). The right of a Holder to institute a proceeding
with respect to the applicable Indenture is subject to certain conditions
precedent, including notice and indemnity to the applicable Trustee, but each
Holder has an absolute right to the receipt of principal, premium, if any, and
interest, if any, at the respective Stated Maturities of the Debt Securities
(or, in the case of a redemption, on the Redemption Date) or to institute suit
for the enforcement thereof. (Sections 7.07 and 7.08).
The Holders of at least a majority in principal amount of the outstanding
Securities of any series may, on behalf of the Holders of all such Securities,
waive any past default, except (a) a default in the payment of the principal of
(or premium, if any) or interest, if any, on any Security of such series at
maturity, upon redemption or otherwise, and (b) a default in respect of any
covenant or provision of the applicable Indenture that cannot be amended or
modified without the consent of the Holder of each of the outstanding
Securities affected. (Section 7.13).
Each Indenture requires the Company to furnish to the applicable Trustee
annual statements as to the fulfillment by the Company of its obligations under
such Indenture. (Section 12.05).
16
<PAGE>
MODIFICATION OF THE INDENTURES
Modifications and amendments of any Indenture may be made by the Company and
the applicable Trustee with the consent of the Holders of a majority in
principal amount of each series of the Debt Securities at the time outstanding
that is affected thereby, provided that no such modification or amendment may,
without the consent of the Holder of each of the outstanding Securities
affected thereby: (i) modify the terms of payment of principal or interest;
(ii) reduce the above-stated percentage of Holders of outstanding Securities
necessary to modify or amend such Indenture or to waive compliance by the
Company with any restrictive covenant; or (iii) subordinate the indebtedness
evidenced by the Debt Securities to any indebtedness of the Company other than
to subordinate Subordinated Debt to Senior Debt or to subordinate Junior
Subordinated Debt to Senior Debt and Subordinated Debt. (Section 11.02).
SATISFACTION AND DISCHARGE
Each Indenture provides that the Company shall be discharged from its
obligations under the Debt Securities of a series at any time prior to the
Stated Maturity or redemption thereof when (a) the Company has irrevocably
deposited with the Trustee, in trust, (i) sufficient funds in the currency or
currency unit in which the Debt Securities are denominated to pay the principal
of (and premium, if any), and interest to Stated Maturity (or redemption) on,
the Debt Securities of such series, or (ii) such amount of direct obligations
of, or obligations the principal of and interest on which are fully guaranteed
by, the government which issued the currency in which the Debt Securities are
denominated, and which are not subject to prepayment, redemption or call, as
will, together with the predetermined and certain income to accrue thereon
without consideration of any reinvestment thereof, be sufficient to pay when
due the principal of (and premium, if any), and interest to Stated Maturity (or
redemption) on, the Debt Securities of such series, (b) the Company has paid
all other sums payable with respect to the Debt Securities of such series, (c)
if the deposit occurs more than one year prior to the Stated Maturity or
redemption of the Debt Securities of such series, the Company has delivered to
the Trustee an opinion of recognized tax counsel to the effect that such
deposit and discharge will not result in recognition by the Holders of the Debt
Securities of such series of income, gain or loss for Federal income tax
purposes (other than income, gain or loss which would have been recognized in
like amount and at a like time absent such deposit and discharge) and (d) the
Company has delivered to the Trustee an Opinion of Counsel as to certain other
matters. Upon such discharge, the Holders of the Debt Securities of such series
shall no longer be entitled to the benefits of the Indenture, except for the
purposes of registration of transfer and exchange of the Debt Securities of
such series, and replacement of lost, stolen or mutilated Debt Securities and
shall look only to such deposited funds or obligations for payment. (Sections
6.01 and 6.03). However, each Indenture provides that, if the Trustee is unable
to apply any money or obligations deposited with the Trustee by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, or by reason of the Trustee's inability to convert any such money
or Government Obligations into the currency or currency unit required to be
paid with respect to the Debt Securities of such series, the Company's
obligations under the Indenture will be reinstated until such time as the
Trustee is permitted to apply all such money and obligations in accordance with
the provisions of such Indenture. (Section 6.04).
THE SENIOR SECURITIES
The Senior Securities are to be issued under one of the Senior Indentures.
Each series of Senior Securities will constitute Senior Debt and will rank
equally with each other series of Senior Securities. All Subordinated Debt
(including, but not limited to, all Subordinated Securities) and all Junior
Subordinated Debt (including, but not limited to, all Junior Subordinated
Securities) will be subordinated to the Senior Securities.
THE SUBORDINATED SECURITIES
The Subordinated Securities are to be issued under one of the Subordinated
Indentures. Each series of Subordinated Securities will constitute Subordinated
Debt and will rank equally with each other series of Subordinated Securities.
All Junior Subordinated Debt (including, but not limited to, all Junior
Subordinated
17
<PAGE>
Securities) will be subordinated to the Subordinated Securities, and the
Subordinated Securities will be subordinated to all Senior Debt (including, but
not limited to, all Senior Securities).
In the event of any insolvency or bankruptcy proceedings, and any
receivership, liquidation, reorganization or other similar proceedings in
connection therewith, relative to the Company or to its property, or if any
Subordinated Security is declared due and payable because of the occurrence of
an Event of Default, then, in either event, all principal of, premium, if any,
and interest, if any, on all Senior Debt will be paid in full before any
payment is made on such Subordinated Security. (Section 14.01 of the
Subordinated Indenture).
THE JUNIOR SUBORDINATED SECURITIES
The Junior Subordinated Securities are to be issued under one of the Junior
Subordinated Indentures. Each series of Junior Subordinated Securities will
rank equally with each other series of Junior Subordinated Securities. The
Junior Subordinated Securities will be subordinated to all Senior Debt
(including, but not limited to, all Senior Securities) and all Subordinated
Debt (including, but not limited to, all Subordinated Securities).
In the event of any insolvency or bankruptcy proceedings, and any
receivership, liquidation, reorganization or other similar proceedings in
connection therewith, relative to the Company or to its property, or if any
Junior Subordinated Security is declared due and payable because of the
occurrence of an Event of Default, then, in either event, all principal of,
premium, if any, and interest, if any, on all Senior Debt and all Subordinated
Debt will be paid in full before any payment is made on such Junior
Subordinated Security. (Section 14.01 of the Junior Subordinated Indenture).
As of June 30, 1995, the aggregate principal amount of Senior Debt
outstanding was $6.97 billion and there was no outstanding Subordinated Debt or
Junior Subordinated Debt.
CONCERNING SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION
Shawmut Bank Connecticut, National Association will serve as Trustee under a
Senior Indenture, a Subordinated Indenture and a Junior Subordinated Indenture.
It is anticipated that Shawmut will be appointed as Successor Trustee for the
Company under a senior indenture, dated as of February 24, 1993 between the
Company and The First National Bank of Boston, as Trustee, pursuant to which
there have been six series of senior debt securities issued, and under a junior
subordinated indenture dated, as of February 24, 1993 between the Company and
The First National Bank of Boston, as Trustee, pursuant to which there have
been no issuances. Shawmut is a depository of the Company, has extended formal
lines of credit to the Company and has performed certain other services for the
Company in the ordinary course of business.
DESCRIPTION OF WARRANTS
The following statements with respect to the Warrants are summaries of, and
subject to, the detailed provisions of a Warrant Agreement (the "Warrant
Agreement") to be entered into by the Company and a warrant agent to be
selected at the time of issue (the "Warrant Agent"), a form of which is filed
as an exhibit to the Registration Statement.
GENERAL
The Warrants, evidenced by Warrant certificates (the "Warrant Certificates"),
may be issued under the Warrant Agreement independently or together with any
Debt Securities offered by any Prospectus Supplement and may be attached to or
separate from such Debt Securities. If Warrants are offered, the Prospectus
Supplement will describe the terms of the Warrants, including the following:
(i) the offering price, if any; (ii) the designation, aggregate principal
amount, and terms of the Debt Securities purchasable upon exercise of the
Warrants; (iii) if applicable, the designation and terms of the Debt Securities
with which the
18
<PAGE>
Warrants are issued and the number of Warrants issued with each such Debt
Security; (iv) if applicable, the date on and after which the Warrants and the
related Debt Securities will be separately transferable; (v) the principal
amount of Debt Securities purchasable upon exercise of one Warrant and the
price at which such principal amount of Debt Securities may be purchased upon
such exercise; (vi) the date on which the right to exercise the Warrants shall
commence and the date on which such right shall expire; (vii) federal income
tax consequences; (viii) whether the Warrants represented by the Warrant
Certificates will be issued in registered or bearer form; and (ix) any other
material terms of the Warrants.
Warrant Certificates may be exchanged for new Warrant Certificates of
different denominations and may (if in registered form) be presented for
registration of transfer at the corporate trust office of the Warrant Agent or
any Co-Warrant Agent, which will be listed in the Prospectus Supplement, or at
such other office as may be set forth therein. Warrantholders do not as such
have any of the rights of Holders of Debt Securities and are not entitled to
payments of principal of and interest, if any, on such Debt Securities.
EXERCISE OF WARRANTS
Warrants may be exercised by surrendering the Warrant Certificate at the
corporate trust office of the Warrant Agent or at the corporate trust office of
the Co-Warrant Agent, if any, with the form of election to purchase on the
reverse side of the Warrant Certificate properly completed and executed, and by
payment in full of the exercise price, as set forth in the Prospectus
Supplement. Upon the exercise of Warrants, the Warrant Agent or Co-Warrant
Agent, if any, will, as soon as practicable, deliver the Debt Securities in
authorized denominations in accordance with the instructions of the exercising
Warrantholder and at the sole cost and risk of such holder. If less than all of
the Warrants evidenced by the Warrant Certificate are exercised, a new Warrant
Certificate will be issued for the remaining amount of Warrants.
PLAN OF DISTRIBUTION
The Company may sell the Securities in any of three ways: (i) through
underwriters or dealers; (ii) directly to a limited number of purchasers; or
(iii) through agents. The Prospectus Supplement with respect to the Offered
Securities will set forth the terms of the offering of the Offered Securities,
including the name or names of any underwriters, the purchase price of the
Offered Securities and the proceeds to the Company from such sale, any
underwriting discounts and other items constituting underwriters' compensation,
any initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers.
If underwriters are used in a sale of any Securities, such Securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, either (i) at a fixed price or prices,
which may be changed; (ii) at market prices prevailing at the time of sale;
(iii) at prices relating to such prevailing market prices; or (iv) at
negotiated prices. The Securities may either be offered to the public through
underwriting syndicates represented by managing underwriters or may be offered
to the public directly by one or more underwriters. Unless otherwise set forth
in the Prospectus Supplement, the obligations of the underwriters to purchase
all of the Offered Securities will be subject to certain conditions precedent,
and the underwriters will be obligated to purchase all of the Offered
Securities if any are purchased. Any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be changed
from time to time.
The Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any such agent involved in the
offer or sale of the Offered Securities will be named, and any commission
payable by the Company to such agent will be set forth, in the Prospectus
Supplement. Unless otherwise indicated in the Prospectus Supplement, any such
agent will be acting on a best efforts basis for the period of its appointment.
19
<PAGE>
If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers by certain specified
institutions to purchase Offered Securities from the Company at the public
offering price set forth in the Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in
the future. Such contracts will be subject only to those conditions set forth
in the Prospectus Supplement, and the Prospectus Supplement will set forth the
commission payable for solicitation of such contracts.
Agents, underwriters, dealers and other persons may be entitled, under
agreements entered into with the Company, to indemnification by the Company
against certain civil liabilities, including liabilities under the Securities
Act of 1933, or to contribution with respect to, certain payments that such
persons may be required to make in respect thereof. Agents, underwriters,
dealers, or such other persons may be customers of, engage in transactions
with, or perform services for, the Company in the ordinary course of business.
LEGAL OPINIONS
Certain legal matters in connection with the Securities have been passed upon
for the Company by Sylvia L. Bateman, Esq., Associate General Counsel, Group
General Counsel and Assistant Secretary of the Company, and for the
underwriters or agents, if any, by McDermott, Will & Emery, 227 W. Monroe
Street, Chicago, Illinois 60606. McDermott, Will & Emery from time to time acts
as counsel in certain matters for the Company and certain of its subsidiaries.
EXPERTS
The financial statements and schedules incorporated in this Prospectus and
elsewhere in the Registration Statement by reference to the Company's Annual
Report on Form 10-K for the year ended December 31, 1994 and the financial
statements for the five years ended December 31, 1994 from which the five-year
selected financial data included in this Prospectus have been derived, have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto. These financial statements,
schedules and five-year selected financial data forming a part of this
Prospectus and Registration Statement have been included or incorporated by
reference, as the case may be, herein in reliance upon the authority of said
firm as experts in giving such reports. The interim financial statements for
the six month periods ended June 30, 1994 and June 30, 1995 have not been
audited.
20
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses, other than underwriting discounts, in connection with the
issuance and distribution of the Securities covered hereby are, subject to
further contingencies, estimated to be as follows:
<TABLE>
<S> <C>
Registration Statement filing fee............................ $ 862,069*
Printing and engraving....................................... 225,000
Legal fees and expenses...................................... 60,000
Blue Sky fees and expenses................................... 30,000
Accounting fees and expenses................................. 50,000
Trustees' fees and expenses.................................. 60,000
Rating Agency fees........................................... 800,000
Miscellaneous................................................ 12,931
----------
Total.................................................... $2,100,000
==========
</TABLE>
--------
*Actual
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The registrant, a Delaware corporation, is empowered by section 145 of the
Delaware General Corporation Law, subject to the procedures and limitations
stated therein, to indemnify any person against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in the defense of any threatened, pending or completed action,
suit or proceeding in which such person is made a party by reason of his being
or having been a director or officer of the registrant. The statute provides
that indemnification pursuant to its provisions is not exclusive of other
rights of indemnification to which a person may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors, or otherwise. In
effect, the by-laws of the registrant provide for indemnification by the
registrant of its directors and officers to the full extent permitted by the
Delaware General Corporation Law. Also, as permitted by the Delaware General
Corporation Law, the registrant's Restated Certificate of Incorporation
eliminates the personal liability of each director of the Company to the
Company or its stockholders for monetary damages arising out of or resulting
from any breach of his fiduciary duty as a director, except where such director
breached his duty of loyalty to the Company or its stockholders, failed to act
in good faith, engaged in intentional misconduct or a knowing violation of the
law, paid an unlawful dividend, approved an unlawful stock purchase or
redemption, or obtained an improper personal benefit.
Reference is made to the form of Underwriting Agreement Basic Provision filed
as Exhibit 1(a) hereto and to the form of Distribution Agreement filed as
Exhibit 1(b) hereto for a description of the indemnification arrangements in
connection with any offering through underwriters or agents of the Securities
registered hereby. Similar indemnification provisions were contained in the
underwriting agreements executed in connection with prior offerings and sales
of securities by the registrant.
ITEM 16. EXHIBITS
The exhibits to this registration statement are listed in the Exhibit Index
hereto and are incorporated herein by reference.
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 the registration statement:
S-1
<PAGE>
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(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 paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs 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 in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the 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 statutory, charter
and by-law provisions, the underwriting agreement or otherwise referred to
in Item 15 of the registration statement, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
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 under Subsection (a) of Section 310 of the Trust Indenture
Act of 1939, as amended (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.
S-2
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF CHICAGO, STATE OF ILLINOIS, ON THE 7TH DAY OF
SEPTEMBER, 1995. THE REGISTRANT BELIEVES THAT THE SECURITY RATING TO BE
ASSIGNED TO THE SECURITIES REGISTERED HEREUNDER WILL MAKE THE SECURITIES
"INVESTMENT GRADE SECURITIES" PURSUANT TO TRANSACTION REQUIREMENT B.2 OF FORM
S-3.
Heller Financial, Inc.
By __________________________________
Michael S. Blum
Michael S. Blum
Chairman and Chief Executive Officer
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
DATE INDICATED.
By __________________________________
By __________________________________ *
Michael S. Blum Michael J. Litwin
Michael S. Blum (Director)
(Chairman, Chief Executive Officer
and Director)
By __________________________________
*
By __________________________________ Dennis P. Lockhart
* (Director)
Hajime Maeda
(Director) By __________________________________
*
By __________________________________ Lauralee E. Martin
Richard J. Almeida (Director)
Richard J. Almeida
(Executive Vice President, Chief By __________________________________
Financial Officer and Director) *
Kenji Miyamoto
By __________________________________ (Director)
Lawrence G. Hund
Lawrence G. Hund By __________________________________
(Senior Vice President, Controller *
and Chief Accounting Officer) Osamu Ogura
(Director)
By __________________________________
* By __________________________________
Tetsuya Fukabori *
(Director) Atsushi Takano
(Director)
By __________________________________
* By __________________________________
Hidehiko Ide *
(Director) Mitchell F. Vernick
(Director)
By __________________________________
* By __________________________________
Minoru Itosaka *
(Director) Kenji Watanabe
(Director)
By __________________________________
*By _________________________________
Mark Kessel Sylvia L. Bateman
(Director) Sylvia L. Bateman
(Attorney-in-Fact)
By __________________________________
*
Tomonori Kobayashi
(Director)
September 7, 1995
S-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER PAGE
------- ------------
<C> <S> <C>
++1(a) --Underwriting Agreement Basic Provisions dated
September 8, 1995 for dollar denominated
Securities distributed in the United States. An
Underwriting Agreement relating to Securities
distributed outside the United States or for
Securities denominated in foreign currencies or
foreign currency units will be filed as an Exhibit
to a Current Report on Form 8-K and incorporated
herein by reference...............................
1(b) --Form of Distribution Agreement will be filed as
an Exhibit to a Current Report on Form 8-K and
incorporated herein by reference..................
*4(a) --Heller Financial, Inc. Standard Multiple-Series
Indenture Provisions dated February 5, 1987.......
++4(b) --Form of Indenture dated as of September 1, 1995
between the Company and Shawmut Bank Connecticut,
National Association, as Trustee, with respect to
the Senior Securities. The form or forms of Senior
Securities with respect to each particular
offering will be filed as an Exhibit to a Current
Report on Form 8-K and incorporated herein by
reference.........................................
++4(c) --Form of Indenture dated as of September 1, 1995
between the Company and Shawmut Bank Connecticut,
National Association, as Trustee, with respect to
the Subordinated Securities. The form or forms of
Subordinated Securities with respect to each
particular offering will be filed as an Exhibit to
a Current Report on Form 8-K and incorporated
herein by reference...............................
++4(d) --Form of Indenture dated as of September 1, 1995
between the Company and Shawmut Bank Connecticut,
National Association, as Trustee, with respect to
the Junior Subordinated Securities. The form or
forms of Junior Subordinated Securities with
respect to each particular offering will be filed
as an Exhibit to a Current Report on Form 8-K and
incorporated herein by reference..................
++4(e) --Form of Indenture with respect to Senior
Securities........................................
++4(f) --Form of Indenture with respect to Subordinated
Securities........................................
++4(g) --Form of Indenture with respect to Junior
Subordinated Securities...........................
**4(h) --Form of Warrant Agreement to be entered into
between the Company and the Warrant Agent
(including form of Warrant Certificate)...........
++5 --Opinion of Sylvia L. Bateman, Esq., Associate
General Counsel, Group General Counsel and
Assistant Secretary of the Company, as to the
validity of the Securities........................
***12 --Computation of Ratio of Earnings to Fixed
Charges...........................................
++23(a) --Consent of Arthur Andersen LLP...................
++23(b) --Consent of Sylvia L. Bateman (Included in Exhibit
5 hereto).........................................
++24(a) --Powers of Attorney...............................
++24(b) --Unanimous Consent of the Executive Committee of
the Board of Directors of the Company dated as of
September 1, 1995.................................
++25(a) --Form T-1 Statement of Eligibility and
Qualification under the Trust Indenture Act of
1939 of Shawmut Bank Connecticut, National
Association, under the Indenture for Senior
Securities........................................
</TABLE>
S-4
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER PAGE
------- ------------
<C> <S> <C>
++25(b) --Form T-1 Statement of Eligibility and
Qualification under the Trust Indenture Act of 1939
of Shawmut Bank Connecticut, National Association
under the Indenture for Subordinated Securities....
++25(c) --Form T-1 Statement of Eligibility and
Qualification under the Trust Indenture Act of 1939
of Shawmut Bank Connecticut, National Association
under the Indenture for the Junior Subordinated
Securities.........................................
****99 --Amended and Restated Keep Well Agreement between
the Fuji Bank, Limited and the Company dated as of
August 28, 1992 and First Amendment to Amended and
Restated Keep Well Agreement between the Fuji Bank,
Limited and the Company dated as of May 3, 1995....
</TABLE>
--------
++Filed herewith.
*Incorporated by reference to the Company's Registration Statement No. 33-11757
(filed February 5, 1987).
**Incorporated by reference to Exhibit 4(d) to the Company's Registration
Statement No. 33-21310 (filed April 20, 1988).
***Incorporated by reference to Exhibit 12 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1994 (File No. 1-6157) and
Exhibit 12 to the Company's Quarterly Report on Form 10-Q for the period
ended June 30, 1995 (File No. 1-6157, filed August 4, 1995).
****Incorporated by reference to Exhibit 28(a) to the Company's Registration
Statement dated September 4, 1992 (File No. 1-6157) and Exhibit 10 to the
Company's Quarterly Report on Form 10-Q for the period ended March 31,
1995 (File No. 1-6157, filed May 1, 1995).
S-5
<PAGE>
Exhibit 1(a)
HELLER FINANCIAL, INC.
Debt Securities
UNDERWRITING AGREEMENT BASIC PROVISIONS
---------------------------------------
September 8, 1995
Heller Financial, Inc., a Delaware corporation (the "Company"), proposes to
issue and sell from time to time certain of its senior unsecured debt securities
(the "Senior Securities"), and/or subordinated unsecured debt securities (the
"Subordinated Securities") and/or junior subordinated unsecured debt securities
(the "Junior Securities") (the Senior Securities, Subordinated Securities and
Junior Securities are herein collectively called the "Securities") registered
under the registration statement referred to in Section l(a). The Senior
Securities will be issued under an indenture dated as of September 1, 1995
between the Company and Shawmut Bank Connecticut, National Association, as
Trustee, or pursuant to an indenture referred to in the next sentence (such
indentures, as at any time amended, being referred to herein individually as a
"Senior Indenture" or collectively as the "Senior Indentures"); the Subordinated
Securities will be issued under an indenture dated as of September 1, 1995
between the Company and Shawmut Bank Connecticut, National Association, as
Trustee, or pursuant to an indenture referred to in the next sentence (such
indentures, as at any time amended, being referred to herein individually as a
"Subordinated Indenture" or collectively as the "Subordinated Indentures"); and
the Junior Subordinated Securities will be issued under an indenture dated as of
September 1, 1995 between the Company and Shawmut Bank Connecticut, National
Association, as Trustee, or pursuant to an indenture referred to in the next
sentence (such indentures being referred to herein individually as a "Junior
Subordinated Indenture" or collectively as the "Junior Subordinated
Indentures"); each may be issued in one or more series, which series may have
varying designations, interest rates and payment dates, maturities, redemption
provisions, and other terms, with all such terms for any particular series being
determined at the time of sale. Each of the Senior Securities, the Subordinated
Securities and the Junior Subordinated Securities, respectively, may also be
issued under an indenture in the form of such indenture for each such class of
Securities, respectively, filed as an exhibit to the registration statement
referred to in Section 1(a), for which the related Trustee will be qualified in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission") on or about the time of
<PAGE>
their respective issuance. The Senior Indentures, the Subordinated Indentures
and the Junior Subordinated Indentures are sometimes referred to herein
individually as an "Indenture" and collectively as the "Indentures." The
securities will be issued and sold pursuant to one or more pricing agreements
(each a "Pricing Agreement" and together the "Pricing Agreements") in the form
of Annex I hereto, with such additions and deletions as the parties thereto may
determine, between the Company and the firm or firms named in Schedule I to the
Pricing Agreement. With respect to any particular Pricing Agreement, the firm or
firms named in Schedule I thereto are hereinafter referred to as the
"Underwriters," the particular series of Securities specified in Schedule II
thereto as being issued and sold to the Underwriters thereunder are hereinafter
referred to as the "Designated Securities, the Indenture under which the
Designated Securities are to be issued is hereinafter referred to as the
"Designated Indenture" and the firm or firms designated as representatives of
the Underwriters are hereinafter referred to as the "Representatives"; if the
Underwriters include only the Representatives, use of the latter term shall be
deemed to refer to the Underwriters. The basic provisions set forth in this
document (the "Basic Provisions) are intended to be incorporated by reference in
the Pricing Agreements and the sale of Designated Securities to Underwriters
pursuant to any particular Pricing Agreement shall be subject to the terms and
conditions set forth herein and therein. Any such Pricing Agreement, together
with the Basic Provisions incorporated by reference therein, is herein referred
to as this "Agreement." Capitalized terms defined in any Pricing Agreement are
used herein as therein defined.
1. Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, the Underwriters with respect to
each offering of Designated Securities that:
(a) A registration statement on Form S-3 (with the file number set
forth in Schedule II to the Pricing Agreement), including a prospectus,
relating to the Securities has been filed with the Commission and has
become effective; the Company meets the requirements for the use of such
form. A prospectus supplement (the "Prospectus Supplement") reflecting the
terms of the Designated Securities, the terms of the offering thereof and
the other matters set forth therein has been prepared and will be filed
pursuant to Rule 424 under the Securities Act of 1933 (the "Act"). The
registration statement (including the material incorporated therein by
reference, except for documents or portions thereof which are deemed, under
Rule 412 of the rules and regulations under the Act, not to be
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incorporated into such registration statement and including all exhibits
thereto other than the Form T-1 Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act"), for each Trustee under the Indentures, as amended at the time of any
Pricing Agreement, is hereinafter referred to, with respect to the
transaction contemplated by such Pricing Agreement, as the "Registration
Statement", and each prospectus then forming a part thereof (including the
material incorporated therein by reference), as supplemented by the
Prospectus Supplement, is hereinafter referred to as the "Prospectus". Any
reference to any amendment or supplement to the Registration Statement or
Prospectus shall be deemed to refer to and include the filing of any
document with the Commission deemed to be incorporated by reference therein
after the effective date of the Registration Statement.
(b) On the effective date of the registration statement relating to
the Securities (including the material incorporated therein by reference),
the registration statement conformed in all material respects with the
requirements of the Act, the Trust Indenture Act and the applicable rules
and regulations of the Commission thereunder and did not include any untrue
statement of a material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein not
misleading, and each of the Indentures conformed in all material respects
with the requirements of the Trust Indenture Act and the rules and
regulations of the Commission thereunder; on the date of each Pricing
Agreement and at the Time of Delivery (as hereinafter defined), the
Registration Statement and the Prospectus will conform in all material
respects with the requirements of the Act, the Trust Indenture Act and the
rules and regulations of the Commission thereunder and neither of such
documents will include any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make
the statements therein not misleading and the Designated Indenture will
conform in all material respects with the requirements of the Trust
Indenture Act and the rules and regulations of the Commission thereunder;
provided, however, that the Company makes no representations or warranties
as to the information contained in or omitted from the Registration
Statement or the Prospectus in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf of any
Underwriter, directly or through the Representatives, specifically for use
in connection with the preparation thereof.
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<PAGE>
(c) The accountants who have certified or shall certify the audited
financial statements of the Company included or incorporated by reference
in the Registration Statement and the Prospectus are, to the best of the
Company's knowledge, independent accountants as required by the Act and the
Rules and Regulations.
(d) The financial statements included or incorporated by reference in
the Registration Statement and the Prospectus present fairly the financial
position, results of operations and changes in financial position of the
corporations to which they relate, as of the respective dates of, or for
the respective periods indicated, all in conformity with generally accepted
accounting principles applied on a consistent basis throughout the periods
involved.
(e) Subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus, except as
contemplated or set forth in the Registration Statement and the Prospectus,
(i) there has not been any material adverse change in the financial
condition, earnings, business or properties of the Company and its
subsidiaries taken as a whole, whether or not arising from transactions in
the ordinary course of business, (ii) neither the Company nor any of its
subsidiaries have entered into any transaction not in the ordinary course
of business material to the Company and its subsidiaries taken as a whole
and (iii) neither the Company nor any of its subsidiaries have incurred any
liabilities or obligations, direct or contingent, not in the ordinary
course of business which are material in relation to the Company and its
subsidiaries taken as a whole.
(f) The Designated Indenture has been duly authorized, executed and
delivered by the Company and has been duly qualified under the Trust
Indenture Act and constitutes the valid and legally binding obligations of
the Company subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other laws of general applicability affecting creditors
rights and to general equity principles; the Designated Securities conform
to the description thereof contained in the Prospectus and are duly and
validly authorized, and, when validly authenticated, issued and delivered
in accordance with the Designated Indenture and sold to the Underwriters,
will be validly issued and outstanding obligations of the Company entitled
to the benefits of the Designated Indenture; and at the Time of Delivery
the Designated Securities will rank pari passu with
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<PAGE>
all other series of Securities issued under the Designated Indenture.
(g) The Company and each of its subsidiaries (other than subsidiaries
which, considered in the aggregate as a single subsidiary, would not
constitute a "significant subsidiary" as defined in Rule 1-02(v) of
Regulation S-X promulgated by the Commission) have been duly incorporated
and are validly existing as corporations in good standing under the laws of
the respective jurisdictions of their incorporations; each of the Company
and such subsidiaries is duly licensed and duly qualified to do business as
a foreign corporation and is in good standing in all the jurisdictions in
which it owns or leases substantial property or in which the conduct of its
business requires such qualification, except where the failure to be so
qualified, considering all such cases in the aggregate, does not involve a
material risk to the business, properties, financial position or results of
operations of the Company and its subsidiaries, taken as a whole; and each
of the Company and such subsidiaries has full power and authority to own
its properties and conduct its business as described in the Prospectus; all
the outstanding shares of capital stock of each such subsidiary have been
duly and validly authorized and issued and are fully paid and nonassessable
and are owned by the Company either directly or through wholly owned
subsidiaries free and clear of any perfected security interest and any
other security interests, claims, liens or encumbrances.
(h) Neither the issuance or sale of the Designated Securities by the
Company, nor the consummation by the Company of any other of the
transactions herein contemplated, nor the fulfillment by the Company of the
terms hereof, will materially conflict with, result in a material breach of
or constitute a material default under any statute, the Company's charter
or by-laws or the terms of any indenture or other agreement or instrument
to which the Company or any of its subsidiaries is a party or is bound, or,
to the best of the knowledge of the Company, any order or regulation
applicable to the Company or any of its subsidiaries of any court,
regulatory body, administrative agency or governmental body having
jurisdiction over the Company or any of its subsidiaries.
(i) Except for litigation referred to in the Registration Statement or
in the Prospectus and litigation which, if determined adversely to the
Company or its subsidiaries, would not have a material adverse effect upon
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<PAGE>
the financial condition or the earnings of the Company and its subsidiaries
(taken as a whole), the Company knows of no legal or governmental
proceedings pending to which the Company or any of its subsidiaries is a
party or of which any property of the Company or any of its subsidiaries is
the subject; and, to the best of the Company's knowledge, no such
proceedings are threatened or contemplated by governmental authorities or
threatened by others.
(j) Neither the Company nor any of the Company's subsidiaries is in
default in the payment of principal of or interest on any indebtedness or
in the performance of any covenant, term or condition contained in any
instrument evidencing any such indebtedness or under which it was created;
and at the Time of Delivery, there shall not exist any Event of Default as
defined in the Designated Indenture or any condition, event or act, which,
with notice or lapse of time or both, would constitute such an Event of
Default.
(k) The documents incorporated by reference in the Registration
Statement or Prospectus, when they became effective or were filed with the
Commission, as the case may be, under the Securities Exchange Act of 1934
(the "Exchange Act"), conformed, and any documents so filed and
incorporated by reference after the date of the Pricing Agreement relating
to the Designated Securities will, when they are filed with the Commission,
conform, in all material respects to the requirements of the Exchange Act
and the rules and regulations of the Commission thereunder.
2. Purchase and Offering.
(a) Particular sales of Designated Securities may be made from time to
time to the Underwriters of such Securities. These Basic Provisions,
standing alone, shall not be construed as an obligation of the Company to
sell any of the Securities or as an obligation of any Underwriters to
purchase the Securities. Such obligations shall come into existence only
upon execution, by the Company and the Representatives named therein, of
the Pricing Agreement with respect to the Designated Securities specified
therein. Each Pricing Agreement shall specify the firms which will be
Underwriters and their Representatives (if any), the principal amount of
the Designated Securities to be purchased by each Underwriter, the purchase
price to be paid by the Underwriters, the initial public offering price,
the terms of the Designated Securities not already specified in the
Designated Indenture, including, but not limited to, interest rate (if
any), maturity, redemption provisions and
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<PAGE>
sinking fund requirements (if any) and whether any of the Designated
Securities may be sold pursuant to Delayed Delivery Contracts ("Delayed
Delivery Contracts"). Each Pricing Agreement shall also specify the date,
time and manner of delivery and payment for the Designated Securities. A
Pricing Agreement shall be in the form of an executed writing (which may be
in counterparts), and may be evidenced by an exchange of facsimile
transmissions. The obligations of the Underwriters to purchase the
Designated Securities pursuant to any Pricing Agreement shall be several
and not joint.
(b) Upon the execution of the Pricing Agreement applicable to any
Designated Securities and authorization by the Representatives of the
release of such Designated Securities, the several Underwriters propose to
offer such Designated Securities for sale upon the terms and conditions set
forth in the Prospectus Supplement relating to such Designated Securities.
(c) Designated Securities to be purchased by each Underwriter pursuant
to the Pricing Agreement relating thereto, in definitive form or in book-
entry form as specified in the Pricing Agreement, and in such authorized
denominations and registered in such names as the Representatives may
request upon at least forty-eight hours' prior notice to the Company, shall
be delivered by or on behalf of the Company to the Representatives for the
account of such Underwriter, against payment by such Underwriter or on its
behalf of the purchase price therefor by certified or official bank check
or checks payable to the order of the Company or by wire transfer, as
specified in the Pricing Agreement, in the funds specified in such Pricing
Agreement, all at the place and time and date specified in such Pricing
Agreement with respect to Designated Securities not being sold pursuant to
Delayed Delivery Contracts, or at such other place and time and date as the
Representatives and the Company may agree upon in writing, such time and
date being herein called the "Time of Delivery" for such Designated
Securities. The Company agrees to have the Designated Securities available
for inspection, checking and packaging by the Representatives in New York,
New York, not later than noon on the business day prior to the Time of
Delivery for such Designated Securities.
3. Covenants of the Company. In connection with each offering of
Designated Securities, the Company covenants and agrees with the Underwriters:
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<PAGE>
(a) To cause the Prospectus Supplement to be filed pursuant to Rule
424 under the Act and notify the Representatives promptly of such filing;
to prepare and file with the Commission, after the date of the Pricing
Agreement relating to such Securities and prior to the Time of Delivery for
such Securities, promptly upon the request of the Representatives, any
amendments or supplements to the Registration Statement or the Prospectus
which, in the reasonable opinion of the Representatives, may be necessary
or advisable in connection with the distribution of such Securities by the
Underwriters; to make no further amendment or any supplement to the
Registration Statement or the Prospectus after the date of the Pricing
Agreement relating to such Securities and prior to the Time of Delivery for
such Securities which shall be reasonably disapproved by the
Representatives for such Securities promptly after reasonable notice
thereof; to advise the Representatives promptly of any amendment or
supplement to the Registration Statement or the Prospectus after such Time
of Delivery and furnish the Representatives with copies thereof and to file
promptly all reports and any definitive proxy or information statements
required to be filed by the Company with the Commission pursuant to Section
13(a) or (c), 14 or 15(d) of the Exchange Act for so long as the delivery
of a prospectus is required in connection with the offering or sale of such
Securities, and during such same period to advise the Representatives,
promptly after it receives notice thereof, (i) of the time when any
amendment to the Registration Statement has become effective or any
supplement to the Prospectus or any amended Prospectus has been filed, (ii)
of the issuance by the Commission of any stop order or of any order
preventing or suspending the use of any Prospectus, (iii) of the suspension
of the qualification of such Securities for offering or sale in any
jurisdiction, (iv) of the initiation or threatening of any proceeding for
any such purpose, or (v) of any request by the Commission for the amending
or supplementing of the Registration Statement or the Prospectus or for
additional information; and in the event of the issuance of any such stop
order or of any such order preventing or suspending the use of any
Prospectus or suspending any such qualification, to use promptly its best
efforts to obtain its withdrawal.
(b) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify such Securities for
offering and sale under the securities laws of such jurisdictions as the
Representatives may request and to comply with such laws so as to permit
the continuance of sales and dealings therein in such jurisdictions for as
long
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<PAGE>
as may be necessary to complete the distribution of such Securities,
provided that in connection therewith the Company shall not be required to
qualify as a foreign corporation or to file a general consent to service of
process in any jurisdiction. The Company will also arrange for the
determination of the eligibility for investment for the Designated
Securities under the laws of such jurisdictions as the Representatives may
reasonably request.
(c) To furnish the Underwriters with copies of the Prospectus in such
quantities as the Representatives may from time to time reasonably request,
and, if the delivery of a prospectus is required at any time prior to the
expiration of nine months after the date of the Pricing Agreement in
connection with the offering or sale of such Securities and if at such time
any event shall have occurred as a result of which the Prospectus as then
amended or supplemented would include an untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made when such Prospectus is delivered, not misleading, or, if for any
other reason it shall be necessary during such same period to amend or
supplement the Prospectus or to file under the Exchange Act any document
incorporated by reference in the Prospectus in order to comply with the Act
or the Trust Indenture Act, to notify the Representatives and upon their
request to file such document and to prepare and furnish without charge to
each Underwriter and to any dealer in securities as many copies as the
Representatives may from time to time reasonably request of an amended
Prospectus or a supplement to the Prospectus which will correct such
statement or omission or effect such compliance.
(d) To make generally available to its security holders as soon as
practicable, but in any event not later than eighteen months after the date
of each Pricing Agreement, an earnings statement of the Company and its
consolidated subsidiaries (which need not be audited) complying with
Section 11(a) of the Act and covering a period of at least twelve
consecutive months beginning after the date of such Pricing Agreement.
(e) During the period beginning from the date of the Pricing Agreement
for such Securities and continuing to and including the earlier of (i) the
termination of trading restrictions on such Securities of which termination
the Representatives agree to give the Company prompt notice confirmed in
writing, and (ii) the Time of Delivery for such
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<PAGE>
Securities, not to offer, sell, publicly announce any intention to offer or
sell, contract to sell or otherwise dispose of any debt securities of the
Company (except under prior contractual commitments or pursuant to
arrangements with banks or deposit taking institutions) denominated in U.S.
dollars which mature more than one year after such Time of Delivery,
without the prior consent of the Representatives, except pursuant to
arrangements of which the Representatives have been advised by the Company
prior to the time of execution of such Pricing Agreement, which advice is
confirmed in writing to the Representatives by the end of the business day
following the date of such Pricing Agreement.
(f) To pay all expenses incident to the performance of the Company's
obligations under this Agreement, including the expenses of printing all
documents relating to the offering, and to reimburse the Underwriters for
any expenses (including fees and disbursements of counsel) incurred by them
in connection with the matters referred to in Section 3(b) hereof and the
preparation of memoranda relating thereto, for any filing fee of the
National Association of Securities Dealers, Inc. or of the New York Stock
Exchange relating to the Designated Securities and for any fees charged by
investment rating agencies for rating of the Designated Securities.
4. Conditions. The obligations of the Underwriters of any Designated
Securities hereunder shall be subject, in the discretion of the Representatives,
to the accuracy of the representations and warranties on the part of the Company
herein, to the performance by the Company of its obligations hereunder and to
the following additional conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceeding for that purpose shall
have been initiated or, to the knowledge of the Company or any Underwriter,
threatened by the Commission, and any request of the Commission for
additional information (to be included in the Registration Statement or the
Prospectus or otherwise) shall have been complied with or otherwise
satisfied.
(b) Counsel for the Underwriters, McDermott, Will & Emery, shall have
furnished to the Representatives an opinion, dated the Time of Delivery of
such Designated Securities, with respect to such matters as the
Representatives may reasonably request, and such counsel shall have
received such papers and information as they may
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<PAGE>
reasonably request to enable them to pass upon such matters. In rendering
their opinion, such counsel may rely on certificates of the Trustee under
the Designated Indenture as to the execution and authentication of the
Designated Securities.
(c) The General Counsel of the Company, or other counsel satisfactory
to the Representatives in their reasonable judgment shall have furnished to
the Representatives an opinion, dated the Time of Delivery of such
Designated Securities, on the matters set forth in Exhibit A hereto.
(d) The independent accountants of the Company who have certified the
consolidated financial statements of the Company and its subsidiaries
included or incorporated by reference in the Registration Statement shall
have furnished to the Representatives:
(i) At or prior to the time of execution of the Pricing Agreement
relating to the Designated Securities, a letter, dated the date of
delivery thereof, to the effect set forth in Exhibit B hereto, except
for paragraph (3)(c) thereof, with respect to the Registration
Statement and the Prospectus at the time the Registration Statement
became effective.
(ii) At the Time of Delivery, a letter dated the Time of Delivery
to the effect set forth in Exhibit B hereto, with respect to the
Registration Statement and the Prospectus at the time of the Pricing
Agreement relating to the Designated Securities and as to such other
matters as the Representatives and the Company may have agreed upon at
or prior to the execution of the Pricing Agreement, which letter may
refer to the letter delivered pursuant to subsection (i) above and
reconfirm the matters set forth therein.
(e) Since the respective dates as of which information is given in the
Prospectus there shall not have been any material change, on a consolidated
basis, in the capital stock, short-term debt or long-term debt of the
Company and its subsidiaries, or any material adverse change, or any
development involving a prospective material adverse change, in the
financing condition, earnings, business or properties of the Company and
its subsidiaries taken as a whole, otherwise than as set forth or
contemplated in the Prospectus, the effect of which, when viewed in
relation to the Company and its subsidiaries taken as a whole, is so
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<PAGE>
material and adverse as to make it impracticable or inadvisable, in the
reasonable judgment of the Representatives, to proceed with the public
offering or the delivery of the Designated Securities on the terms and in
the manner contemplated in the Prospectus.
(f) Subsequent to the date of the Pricing Agreement relating to the
Designated Securities, no downgrading shall have occurred in the rating
accorded to any of the Company's debt securities by Moody's Investors
Service, Inc., Standard & Poor's Corporation or Duff & Phelps, Inc. and no
such rating agency shall have announced publicly that it has placed any of
such debt securities on what is commonly termed a "watch list" for possible
downgrading.
(g) Subsequent to the date of the Pricing Agreement relating to the
Designated Securities, there shall not have occurred any of the following:
(i) a suspension or material limitation in trading in securities generally
on the New York Stock Exchange; (ii) a general moratorium on commercial
banking activities in New York declared by either Federal or New York State
authorities; or (iii) the outbreak or escalation of hostilities involving
the United States or the declaration by the United States of a national
emergency or war, the effect of which (in any such case described in clause
(i), (ii) or (iii) hereof), in the reasonable judgment of the
Representatives, makes it impracticable or inadvisable to proceed with the
public offering or the delivery of the Designated Securities on the terms
and in the manner contemplated in the Prospectus.
(h) The Company shall have furnished or caused to be furnished to the
Representatives at the Time of Delivery for the Designated Securities a
certificate, signed by the Chairman of the Board, the President or any Vice
President, and by the principal financial or accounting officer, dated the
Time of Delivery, to the effect that, to the best of their knowledge based
upon reasonable investigation:
(i) The representations and warranties of the Company in this
Agreement are true and correct, as if made at and as of the Time of
Delivery, and the Company has complied in all material respects with
all obligations on its part to be performed at or prior to the Time of
Delivery;
(ii) No stop order suspending the effectiveness of the
Registration Statement has been issued, and no proceeding for that
purpose has been instituted or, to
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<PAGE>
the knowledge of the Company, is threatened by the Commission; and
(iii) Since the date of the Pricing Agreement relating to the
Designated Securities, there has occurred no event required to be set
forth in an amendment or supplement to the Registration Statement or
the Prospectus which has not been so set forth, and there has been no
document required to be filed under the Exchange Act and the rules and
regulations thereunder that upon such filing would be deemed to be
incorporated by reference in the Prospectus that has not been so
filed.
(i) The Company shall have furnished to the Representatives such
further certificates and documents as they shall have reasonably requested.
All such opinions, certificates, letters and other documents will be in
compliance with the provisions hereof only if they are reasonably satisfactory
in form and substance to the Representatives. The Company will furnish the
Representatives with such conformed copies of such opinions, certificates,
letters and other documents as they shall reasonably request.
5. Indemnification and Contribution.
(a) The Company agrees to indemnify and hold harmless each Underwriter
and each person who controls any Underwriter within the meaning of either
the Act or the Exchange Act against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them may become
subject under the Act, the Exchange Act or other Federal or state statutory
law or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, the Prospectus or
any amendment or supplement thereto (or contained in the Registration
Statement after it first became effective but prior to the Pricing
Agreement or in any prospectus forming a part thereof during such period),
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and agrees to reimburse each such
indemnified party for any legal or other expenses reasonably incurred by
then in connection with investigating or defending any such loss, claim,
damage, liability or action;
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<PAGE>
provided, however, that (i) the Company will not be liable in any such case
to the extent that any such loss, claim, damage or liability arises out of
or is based upon any such untrue statement or alleged untrue statement or
omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Company by or on
behalf of any Underwriter through the Representatives specifically for use
in connection with the preparation thereof, and (ii) such indemnity with
respect to any prospectus forming a part of the Registration Statement
prior to the Pricing Agreement (the "Preliminary Prospectus") shall not
inure to the benefit of any Underwriter (or any person controlling such
Underwriter) from whom the person asserting any such loss, claim, damage or
liability purchased the Designated Securities which are the subject thereof
if such person did not receive a copy of the Prospectus (or the Prospectus
as amended or supplemented) excluding documents incorporated therein by
reference at or prior to the confirmation of the sale of such Designated
Securities to such person in any case where such delivery is required by
the Act and the untrue statement or omission of a material fact contained
in the Preliminary Prospectus was corrected in the Prospectus (or the
Prospectus as amended or supplemented). This indemnity agreement will be in
addition to any liability which the Company may otherwise have.
(b) Each Underwriter severally agrees (i) to indemnify and hold
harmless the Company, each of its directors, each of its officers who signs
the Registration Statement, and each person who controls the Company within
the meaning of either the Act or the Exchange Act, to the same extent as
the foregoing indemnity from the Company to each Underwriter, but only with
reference to written information relating to such Underwriter furnished to
the Company by or on behalf of such Underwriter through the Representatives
specifically for use in the preparation of the documents referred to in the
foregoing indemnity and (ii) to reimburse each such indemnified party for
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any loss, claim, damage, liability or action on
which a claim for indemnity is validly made pursuant to this sentence.
This indemnity agreement will be in addition to any liability which any
Underwriter may otherwise have. The Company acknowledges that the
statements set forth in the last paragraph of the cover page and under the
heading "Underwriting" or "Plan of Distribution" in the Preliminary
Prospectus or the Prospectus constitute the only information furnished in
writing by or on behalf of the several
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Underwriters for inclusion in the documents referred to in the foregoing
indemnity, and you, as the Representatives, confirm that such statements
are correct.
(c) Promptly after receipt by an indemnified party under this Section
5 of notice of the commencement of any action, such indemnified party will,
if a claim in respect thereof is to be made against the indemnifying party
under this Section 5, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party
will not relieve it from any liability which it may have to any indemnified
party otherwise than under this Section 5. In case any such action is
brought against any indemnified party, and it notifies the indemnifying
party of the commencement thereof, the indemnifying party will be entitled
to participate therein, and to the extent that it may elect by written
notice delivered to the indemnified party promptly after receiving the
aforesaid notice from such indemnified party, to assume the defense
thereof, with counsel satisfactory to such indemnified party; provided,
however, that if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded that there may be legal defenses available
to it and/or other indemnified parties which are different from or
additional to those available to the indemnifying party, the indemnified
party or parties shall have the right to select separate counsel to assert
such legal defenses and to otherwise participate in the defense of such
action on behalf of such indemnified party or parties. Upon receipt of
notice from the indemnifying party to such indemnified party of its
election so to assume the defense of such action and approval by the
indemnified party of counsel, the indemnifying party will not be liable to
such indemnified party under this Section 5 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the
defense thereof unless (i) the indemnified party shall have employed
separate counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it being
understood, however, that the indemnifying party shall not be liable for
the expenses of more than one separate counsel, approved by the
Representatives in the case of paragraph (a) of this Section 5,
representing the indemnified parties under such paragraph (a) who are
parties to such action), (ii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of commencement of
the action or (iii) the
-15-
<PAGE>
indemnifying party has authorized the employment of counsel for the
indemnified party at the expense of the indemnifying party; and except
that, if clause (i) or (iii) is applicable, such liability shall be only in
respect of the counsel referred to in such clause (i) or (iii).
(d) If the indemnification provided for in this Section 5 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the
one hand and the Underwriters on the other from the offering of the
Designated Securities to which such loss, claim, damage or liability (or
action in respect thereof) relates. If, however, the allocation provided
by the immediately preceding sentence in not permitted by applicable law,
then each indemnifying party shall contribute to such amount paid or
payable by such indemnified party in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Company on the one hand and the Underwriters on the other in connection
with the statements or omissions which resulted in such losses, claims,
damages or liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations. The relative benefits received by
the Company on the one hand and the Underwriters on the other shall be
deemed to be in the same proportion as the total net proceeds form the sale
of Designated Securities (before deducting expenses) received by the
Company bear to the total discounts received by the Underwriters in respect
thereof. The relative fault shall be determined by reference to, among
other things, whether the indemnified party failed to give the notice
required under subsection (c) above, including the consequences of such
failure, and whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact required
to be stated therein or necessary in order to make the statements therein
not misleading relates to information supplied by the Company on the one
hand or by the Underwriters, directly or through the Representatives, on
the other and the relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission, of the
Company on the one hand or the Underwriters, directly or through the
Representatives, on
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<PAGE>
the other. The Company and the Underwriters agree that it would not be just
and equitable if contribution pursuant to this subsection (d) were
determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to
above in this subsection (d). The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabilities (or actions
in respect thereof) referred to above in this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such
action or claim (which shall be limited as provided in subsection (c) above
if the indemnifying party has assumed the defense of any such action in
accordance with the provisions thereof). Notwithstanding the provisions of
this subsection (d), no Underwriter shall be required to contribute any
amount in excess of the amount by which the total price at which the
Designated Securities purchased by or through it were sold exceeds the
amount of any damages which such Underwriter has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.
The obligations of the Underwriters in this subsection (d) to contribute
are several in proportion to their respective underwriting obligations and
not joint. For purposes of this Section 5, each person who controls an
Underwriter within the meaning of the Act shall have the same rights to
contribution as such Underwriter, and each person who controls the Company
within the meaning of either the Act or the Exchange Act, each officer of
the Company who shall have signed the Registration Statement or any
amendment thereto and each director of the Company shall have the same
rights to contribution as the Company. Any party entitled to contribution
will, promptly after receipt of notice of commencement of any action, suit
or proceeding against such party in respect of which a claim for
contribution may be made against another party or parties under this
subsection (d), notify such party or parties from whom contribution may be
sought, but the omission to so notify such party or parties shall not
relieve the party or parties from whom contribution may be sought from any
other obligation it or they may have hereunder or otherwise than under
subsection (d).
-17-
<PAGE>
6. Default of Underwriters.
(a) If any Underwriter shall default in its obligation to purchase the
Designated Securities which it has agreed to purchase under the Pricing
Agreement relating to such Designated Securities, the Representatives may
in their discretion arrange for themselves or another party or other
parties to purchase such Designated Securities on the terms contained
herein. If within thirty-six hours after such default by any Underwriter
the Representatives shall not have arranged for the purchase of such
Designated Securities then the Company shall be entitled to a further
period of thirty-six hours to provide another party or such other parties
as shall be satisfactory to the Representatives to purchase such Designated
Securities on such terms. In the event that, within the respective
prescribed periods the Representatives notify the Company that they have so
arranged for the purchase of such Designated Securities, or the Company
shall have notified the Representatives that it has so arranged for the
purchase of such Designated Securities the Representatives or the Company
shall have the right to postpone the Time of Delivery for such Designated
Securities for a period of not more than seven days in order to effect
whatever changes may thereby be made necessary in the Registration
Statement or the Prospectus, or in any other documents or arrangements, and
the Company agrees to file promptly any amendments or supplements to the
Registration Statement or the Prospectus which in the opinion of the
Representatives may thereby be made necessary. The term "Underwriter" as
used in this Agreement shall include any person substituted under this
Section 6 with like effect as if such person had originally been a party to
the Pricing Agreement with respect to such Designated Securities.
(b) If, after giving effect to any arrangements for the purchase of
the Designated Securities of a defaulting Underwriter or Underwriters by
the Representatives or the company as provided in subsection (a) above, the
aggregate principal amount of such Designated Securities which remains
unpurchased does not exceed one-eleventh of the aggregate principal amount
of the Designated Securities, then the Company shall have the right to
require each non-defaulting Underwriter to purchase the principal amount of
Designated Securities which such Underwriter agreed to purchase under the
Pricing Agreement relating to such Designated securities, and, in addition,
to require each non-defaulting Underwriter to purchase its pro rata share
(based on the principal amount of Designated Securities which such
-18-
<PAGE>
Underwriter agreed to purchase under such Pricing Agreement) of the
Designated Securities of such defaulting Underwriter or Underwriters for
which such arrangements have not been made; but nothing herein shall
relieve a defaulting Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the purchase of
the Designated Securities of a defaulting Underwriter or Underwriters by
the Representatives or the Company as provided in subsection (a) above, the
aggregate principal amount of Designated Securities which remains
unpurchased exceeds one-eleventh of the aggregate principal amount of the
Designated Securities, or if the Company shall not exercise the right
described in subsection (b) above to require non-defaulting Underwriters to
purchase Designated Securities of a defaulting Underwriter or Underwriters,
then the Pricing Agreement relating to such Designated Securities shall
thereupon terminate, without liability on the part of any non-defaulting
Underwriters or the Company, except for the expenses to be borne by the
Company and the Underwriters as provided in Section 3(f) hereof and the
indemnity and contribution agreements in Section 5 hereof; but nothing
herein shall relieve a defaulting Underwriter from liability for its
default.
7. Survival of Indemnities, Representations, etc. The respective
indemnities, agreements, representations, warranties, covenants and other
statements of the Company, as set forth in this Agreement or made by or on
behalf of it pursuant to this Agreement, and the agreements of the several
Underwriters contained in Section 5 hereof, shall remain in full force and
effect, regardless of any investigation (or any statement as to the results
thereof) made by or on behalf of any Underwriter or any controlling person of
any Underwriter, or the Company, or any officer or director or controlling
person of the Company, and shall survive delivery of and payment for the
Securities.
8. Reimbursement of Underwriters' Expenses. If any Pricing Agreement
shall be terminated pursuant to Section 6 hereof or if the Designated Securities
are not delivered by or on behalf of the Company because of any of the events
referred to in Section 4(h) hereof, then the Company shall not then be under any
liability to any Underwriter with respect to Designated Securities covered by
such Pricing Agreement except as provided in Section 3(f) and Section 5 hereof;
but, if for any other reason Designated securities are not delivered by or on
behalf of the Company as provided herein, the company will reimburse the
Underwriters through the Representatives for all out-of-pocket expenses approved
in writing by the Representatives, including
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<PAGE>
fees and disbursements of counsel, reasonably incurred by the Underwriters in
making preparations for the purchase, sale and delivery of such Designated
Securities, but the Company shall then be under no further liability to any
Underwriter with respect to such Designated Securities except as provided in
Section 3 (f) and Section 5 hereof.
9. Representatives; Notices. In all dealings hereunder, the
Representatives of the Underwriters of Designated Securities shall act on behalf
of each of such Underwriters, and the parties hereto shall be entitled to act
and rely upon any statement, request, notice, waiver or agreement on behalf of
any Underwriter made or given by such Representative.
All statements, requests, notices and agreements hereunder shall be in
writing or by telegram if promptly confirmed in writing and if to the
Underwriters shall be sufficient in all respects, if delivered or sent by
registered mail to the address of the Representatives as set forth in the
Pricing Agreement; and if to the Company shall be sufficient in all respects if
delivered or sent by registered mail to the address of the Company set forth in
the Registration Statement: Attention: Secretary; provided, however, that any
notice to an Underwriter pursuant to Section 5(c) hereof shall be delivered or
sent by registered mail to such Underwriter at its address furnished to the
Company in writing for the purpose of communications hereunder. Any party to
this Agreement may change such address for notices by sending to the other
parties written notice of a new address for such purpose.
10. Binding Effect; Successors. This Agreement shall be binding upon, and
inure solely to the benefits of, the Underwriters, the Company and, to the
extent provided in Section 5 and Section 7 hereof, the officers and directors of
the Company and each person who controls the Company or any Underwriter, and
their respective heirs, executors, administrators, successors and assigns, and
no other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement. No purchaser of any of the Securities
from any Underwriter shall be deemed a successor or assign by reason merely of
such purchase.
11. Applicable Law. These Basic Provisions and each Pricing Agreement
shall be construed in accordance with the law of the State of New York.
-20-
<PAGE>
12. Counterparts. Each Pricing Agreement may be executed by any one or
more of the parties hereto and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.
-21-
<PAGE>
Exhibit A
Matters to be Covered by Opinion of
Company Counsel
(i) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with
corporate power and authority under the laws of such State to own its properties
and conduct its business as described in the Prospectus; is duly qualified to do
business as a foreign corporation in good standing in each state or other
jurisdiction in which, in the opinion of such counsel, such qualification is
required, or if in any jurisdiction the Company is not so qualified, the failure
to so qualify does not, considering all such cases in the aggregate, involve a
material risk to the business, properties, financial position or results of
operations of the Company and its subsidiaries, taken as a whole; all of the
issued and outstanding shares of capital stock of each subsidiary of the
Company, other than those which considered in the aggregate as a single
subsidiary, would not constitute a significant subsidiary (as defined in Rule
1-02(v) of Regulation S-X promulgated by the Commission), are owned by the
Company, free and clear of all claims, liens, encumbrances and security
interests; each of such subsidiaries of the Company has been duly incorporated
and is validly existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation and is qualified to do business and is in good
standing in each state or other Jurisdiction in which, in the opinion of such
counsel, such qualification is required, or if in any jurisdiction any such
subsidiary is not so qualified, the failure to so qualify does not, considering
all such cases in the aggregate, involve a material risk to the business,
properties, financial position or results of operations of the Company and its
subsidiaries, taken as a whole;
(ii) The Pricing Agreement with respect to the Designated Securities and
any Delayed Delivery Contracts have been duly authorized, executed and delivered
by the Company;
(iii) The Designated Securities have been duly authorized, executed,
authenticated and delivered, constitute valid and legally binding obligations of
the Company in accordance with their terms and are entitled to the benefits
provided by the Designated Indenture, subject, as to enforcement of the
Designated Securities, to bankruptcy, insolvency, reorganization and other laws
of general applicability relating to or affecting creditors' rights and to
general equity principles; and the
A-1
<PAGE>
Designated Securities and the Designated Indenture conform to the descriptions
thereof contained in the Prospectus;
(iv) The Designated Indenture has been duly authorized, executed and
delivered by the Company; has been duly qualified under the Trust Indenture Act;
and constitutes a valid and binding agreement of the Company enforceable in
accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general applicability relating to
or affecting creditors' rights and to general equity principles;
(v) The Registration Statement has become effective under the Act and, to
the best knowledge of such counsel, no stop order suspending the effectiveness
of the Registration Statement has been issued and no proceedings for that
purpose have been instituted or are pending or contemplated under the Act; the
Registration Statement and the Prospectus and any amendment or supplement
thereto (other than the financial statements and other financial data therein,
as to which such counsel need express no opinion) comply as to form in all
material respects with the requirements of the Act, the Trust Indenture Act and
the rules and regulations of the Commission thereunder; such counsel does not
believe that the Registration Statement or the Prospectus, as of the time of the
Prospectus Supplement and the time of delivery contains any untrue statement of
a material fact or omits to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, other than financial
statements and other financial data therein, as to which such counsel need
express no opinion;
(vi) The documents incorporated by reference in the Registration
Statement and the Prospectus (other than the financial statements and other
financial data therein, as to which such counsel need express no opinion), when
they were filed with the Commission, complied as to form in all material
respects with the requirements of the Exchange Act and the applicable rules and
regulations of the Commission thereunder;
(vii) The issuance of the Designated Securities in accordance with the
Designated Indenture and the sale thereof in accordance with this Agreement will
not, and at the date of such opinion the sale of any thereof covered by Delayed
Delivery Contracts would not, result in any violation of any of the provisions
of the Company's Restated Certificate of Incorporation or By-laws or of any
indenture, mortgage, deed of trust, loan agreement, lease financing agreement or
other similar agreement or instrument known to such counsel by which the
Company, or any of its subsidiaries, is bound;
A-2
<PAGE>
(viii) No consent, approval or authorization from any regulatory board,
agency or instrumentality having jurisdiction over the Company (other than
registration under the Act, qualification under state securities or Blue Sky
laws and, if applicable, qualification under the Trust Indenture Act) is
necessary to authorize the issuance and sale of the Designated Securities; and
(ix) To the best knowledge of such counsel, there is no pending or
threatened action, suit or proceeding before any court or governmental agency,
authority or body or any arbitrator involving the Company or any of its
subsidiaries, of a character required to be disclosed in the Registration
Statement which is not adequately disclosed in the Prospectus, and there is no
contract or other document of a character required to be described in the
Registration Statement or Prospectus, or to be filed as an exhibit, which is not
described or filed as required, and the statements included or incorporated in
the Prospectus describing any legal proceedings or material contracts or
agreements relating to the Company fairly summarize such matters.
A-3
<PAGE>
EXHIBIT B
Matters to be Covered by Letters of
Independent Accountants to the Company
(1) They are independent accountants within the meaning of the Act and
the Exchange Act and the respective applicable published rules and regulations
of the Commission thereunder.
(2) In their opinion, the audited financial statements and financial
statement schedules of the Company and its consolidated subsidiaries included or
incorporated in the Registration Statement and the Prospectus and reported on by
them comply as to form in all material respects with the applicable accounting
requirements of the Act and the Exchange Act and the related published rules and
regulations of the Commission thereunder;
(3) On the basis of a reading of the amounts included or incorporated
in the Registration Statement and the Final Prospectus in response to Item 301
of Regulation S-K and of the latest unaudited financial statements made
available by the Company and its subsidiaries; their limited review in
accordance with standards established by the American Institute of Certified
Public Accountants of the unaudited interim financial information; carrying out
certain specified procedures (but not an examination in accordance with
generally accepted auditing standards) which would not necessarily reveal
matters of significance with respect to the comments set forth in such letter; a
reading of the minutes (or drafts thereof where approved minutes were not
available) of the meetings of the stockholders, directors and executive
committees of the Company; and inquiries of certain officials of the Company who
have responsibility for financial and accounting matters of the Company and its
subsidiaries as to transactions and events subsequent to the date of the most
recent audited financial statements incorporated in the Registration Statement
and the Prospectus, nothing came to their attention which caused them to believe
that:
(a) The amounts in the "Selected Financial Data" included or
incorporated in the Registration Statement and the Prospectus, do not agree
with the corresponding amounts in the audited or the unaudited financial
statements from which such amounts were derived, except that, with respect
to the amounts representing the ratio of earnings to fixed charges for each
period presented, such amounts are not accurately derived from worksheets
prepared by the Company;
B-1
<PAGE>
(b) Any unaudited financial statements of the Company and its
subsidiaries included or incorporated in the Registration Statement and the
Prospectus do not comply as to form in all material respects with
applicable accounting requirements and with the published rules and
regulations of the Commission with respect to financial statements included
or incorporated in quarterly reports on Form 10-Q under the Exchange Act;
or such unaudited financial statements are not in conformity with generally
accepted accounting principles applied on a basis substantially consistent
with that of the audited financial statements included or incorporated in
the Registration Statement and the Prospectus; or
(c) With respect to the period subsequent to the date of the most
recent financial statements included or incorporated in the Registration
Statement and the Prospectus, there was, at a specified date not more than
five business days prior to the date of the letter, any change in the
capital stock or any increase in the total short-term or total long-tern
debt of the Company and its consolidated subsidiaries or there were, as of
the month-end date prior to the date of the letter for which financial
statements of the Company and its consolidated subsidiaries are available,
any decreases in its consolidated total assets or its stockholders' equity,
in each case as compared with the amounts shown on the most recent
consolidated balance sheet included or incorporated in the Registration
Statement and the Prospectus, or for the period from the date of the most
recent financial statements included or incorporated in the Registration
Statement and the Final Prospectus to such month-end date there were any
decreases, as compared with the corresponding period in the preceding year,
in total revenue or income before income taxes or in the total income of
the Company and its consolidated subsidiaries, except in all instances for
changes or decreases set forth in such letter, in which case the letter
shall be accompanied by an explanation by the Company as to the
significance thereof unless said explanation is not deemed necessary by the
Representatives; or
(d) The amounts included in any unaudited "capsule" information
included or incorporated in the Registration Statement and the Prospectus
do not agree with the amounts set forth in the unaudited financial
statements for the same periods or were not determined on a basis
substantially consistent with that of the corresponding amounts in the
audited financial statements included or incorporated in the Registration
Statement and the Prospectus, and
B-2
<PAGE>
(4) They have performed certain other specified procedures as a result of
which they determined that certain information of an accounting, financial or
statistical nature (which is limited to accounting, financial or statistical
information derived from the general accounting records of the Company) set
forth or incorporated in the Registration Statement and the Prospectus, and in
Exhibit 12 to the Registration Statement, including the information included or
incorporated in Items 1 and 7 of the Company's annual report on Form 10-K,
incorporated therein, or in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included or incorporated in any of the
Company's quarterly reports on Form 10-Q incorporated therein, agrees with the
accounting records of the Company and its subsidiaries, excluding any questions
of legal interpretation.
Reference to the Registration Statement and the Prospectus are to such
documents as amended and supplemented at the date of the letter.
B-3
<PAGE>
ANNEX I
PRICING AGREEMENT
[Manager]
[Co-Manager, if any]
As Representatives of the several
Underwriters named in Schedule I hereto,
[Street Address]
New York, New York
_______________, 199___
Dear Sirs:
Heller Financial, Inc. (the "Company") proposes, subject to the terms
and conditions stated herein, to issue and sell to the Underwriters named in
Schedule I hereto (the "Underwriters") the Securities specified in Schedule II
hereto (the "Designated Securities"). Each of the provisions of the
Underwriting Agreement Basic Provisions dated September 8, 1995 (the "Basic
Provisions"), copies of which have previously been supplied to you, is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement. Each reference to the Representatives herein and in the provisions
of the Basic Provisions so incorporated by reference shall be deemed to refer to
you. Capitalized terms used herein, unless otherwise defined herein, have the
meanings provided in the Basic Provisions.
The Company has delivered to you for each of the Underwriters copies
of the Registration Statement and the Prospectus, including the documents
incorporated therein by reference. The Prospectus Supplement relating to the
Designated Securities, in the form heretofore delivered to you, is now proposed
to be filed, or mailed for filing, with the Commission.
Subject to the terms and conditions set forth herein and in the Basic
Provisions, the Company agrees to issue and sell to each of the Underwriters,
and each of the Underwriters agrees, severally and not jointly, to purchase from
the Company, at the purchase price to the Underwriters set forth in Schedule II
hereto, the principal amount of Designated Securities set forth opposite the
name of such Underwriter in Schedule I hereto.
ANNEX I-1
<PAGE>
[The Company authorizes the Underwriters to solicit offers to purchase
Designated Securities from the Company pursuant to Delayed Delivery Contracts
substantially in the form of Schedule III hereto but with such changes therein
as the Company may approve. The Underwriters will endeavor to make such
arrangements and, as compensation therefor, the Company will pay to the
Representatives, for the account of the Underwriters, at the Time of Delivery a
commission in the amount set forth in Schedule II hereto. Delayed Delivery
Contracts are to be with purchasers of the types approved by the Company and set
forth in the Prospectus and subject to other conditions therein set forth.
Except as the Company may otherwise agree, each Delayed Delivery Contract must
be for the minimum principal amount set forth in Schedule II hereto and the
aggregate principal amount of all Delayed Delivery Contracts may not exceed the
amount set forth in such Schedule II. The Underwriters will not have any
responsibility in respect of the validity or performance of any Delayed Delivery
Contracts.]
[If the Company executes and delivers Delayed Delivery Contracts, the
Securities subject to such contracts shall be deducted from the Designated
Securities to be purchased by the several Underwriters and the aggregate
principal amount of Designated Securities to be purchased by each Underwriter
shall be reduced pro rata in proportion to the principal amount of Designated
Securities set forth opposite each Underwriter's name in Schedule I hereto,
except to the extent that the Representatives determine that such reduction
shall be otherwise and so advise the Company in writing; provided, however, that
the total principal amount of Designated Securities to be purchased by all
Underwriters shall be the total principal amount of Designated Securities set
forth in Schedule I hereto less the principal amount of Designated Securities
covered by Delayed Delivery Contracts. The Company will advise you not later
than 10:00 A.M., New York City time, on the third full business day preceding
the Time of Delivery (or at such later time as you may otherwise agree) of the
sales of Designated Securities pursuant to Delayed Delivery Contracts which have
been so approved.]
* * *
ANNEX I-2
<PAGE>
If the foregoing is in accordance with your understanding, please sign
and return to us two counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the Basic Provisions incorporated herein by reference, shall
constitute a binding agreement between each of the Underwriters and the Company.
It is understood that your acceptance of this letter on behalf of each of the
Underwriters is or will be pursuant to the authority set forth in a form of
Agreement among Underwriters.
Very truly yours,
HELLER FINANCIAL, INC.
By:______________________________________
Name:____________________________________
Title:___________________________________
Accepted as of the date hereof:
__________________________________
[Manager]
__________________________________
[Co-Manager, if any]
On behalf of each of the Underwriters
ANNEX I-3
<PAGE>
SCHEDULE I
Principal Amount of
Designated Securities
Underwriter to be Purchased
---------------------
[Manager]......................................... $
[Co-Manager, if any]..............................
[Names of other Underwriters].....................
---------------------
Total.............. $
=====================
I-1
<PAGE>
SCHEDULE II
Registration Statement No.:
Title of Designated Securities:
[__%] [Floating Rate] [Zero Coupon] [Senior] [Subordinated]
[Junior Subordinated] [Notes] [Debentures] due
-----------------------------------------------------------
Aggregate Principal Amount:
$____________________________
Denominations:
[$1,000] [$5,000] [$_____________]
Price to Public:
___% of the principal amount of the Designated Securities, plus accrued
interest from _______________ to the Time of Delivery [and accrued
amortization, if any, from _______________ to the Time of Delivery]
Price to Underwriters:
___% of the principal amount of the Designated Securities, plus accrued
interest from _______________ to the Time of Delivery [and accrued
amortization, if any, from _______________ to the Time of Delivery]
Indenture:
[Senior Indenture] [Subordinated Indenture] [Junior Subordinated Indenture]
Maturity:
_______________, 19___
Interest Rate:
[___]% [Zero Coupon] [Method of determination]
Interest Payment Dates:
[Months and dates]
II-1
<PAGE>
Interest Payment Record Dates:
[Months and dates]
Redemption Provisions:
[No redemption provisions)
[The Designated Securities may be redeemed in whole or in part at the
option of the Company, in the amount of $_____ or an integral multiple
thereof, [on or after ____________ at the following redemption prices
(expressed in percentages of principal amount). If redeemed during the 12-
month period beginning _______________,
Year Redemption Price
---- ----------------
and thereafter at 100% of their principal amount, together in each case
with accrued interest to the redemption date.] [on any interest payment
date falling on or after _________, at the election of the Company, at a
redemption price equal to the principal amount thereof, plus accrued
interest to the date of redemption.]
[Other possible redemption provisions, such as mandatory redemption upon
occurrence of certain events or redemption for changes in tax law.]
Sinking Fund Provisions:
[No sinking Fund provisions]
[The Securities are entitled to the benefit of a sinking Fund to retire
$_____ principal amount of Securities on _____ in each of the years _____
through _____ at 100% of their principal amount plus accrued interest] [,
together with [cumulative] [non-cumulative] redemptions at the option of
the Company to retire an additional $__________ principal amount of
Securities in the years _____ through _____ at 100% of their principal
amount plus accrued interest.]
II-2
<PAGE>
Time of Delivery:
______________________________
Closing Location:
______________________________
Funds in which Underwriters to make Payment:
Delayed Delivery:
Underwriters' commission shall be ___% of the principal amount of
Designated Securities for which Delayed Delivery Contracts have been
entered into and the check given in payment of such commission shall be
drawn to the order of:
Maximum aggregate principal amount of Designated Securities to be offered
and sold pursuant to Delayed Delivery Contracts: $_____________
Minimum principal amount of each Delayed Delivery Contract:
$______________
[Other Terms]*:
---------------------
/*/ A description of particular tax, accounting or other unusual
features of the Securities should be set forth, or referenced to an
attached and accompanying description, if necessary to the issuer's
understanding of the transaction contemplated. Such a description might
appropriately be in the form in which such features will be described in
the Prospectus Supplement for the offering.
II-3
<PAGE>
SCHEDULE III
Delayed Delivery Contract
HELLER FINANCIAL, INC.
c/o
_______________, 199__
Attention:
Dear Sirs:
The undersigned hereby agrees to purchase from Heller Financial, Inc.
(hereinafter called the "Company"), and the Company agrees to sell to the
undersigned,
$
principal amount of the Company's [Title of Designated Securities] (hereinafter
called the "Designated Securities"), offered by the Company's Prospectus dated
__________, 199__ [as amended or supplemented], receipt of a copy of which is
hereby acknowledged, at a purchase price of ___% of the principal amount
thereof, plus accrued interest from the date from which interest accrues as set
forth below, and on the further terms and conditions set forth in this contract.
[The undersigned will purchase the Designated Securities from the
Company on __________, 199__ (the "Delivery Date") and interest on the
Designated Securities so purchased will accrue from __________, 199__.]
[The undersigned will purchase the Designated Securities from the
Company on the delivery date or dates and in the principal amount or amounts set
forth below:
Principal Date From which
Delivery Date Amount Interest Accrues
Principal Date From which
Delivery Date Amount Interest Accrues
----------------- --------- ----------------
, 199 $ , 199
, 199 $ , 199
III-1
<PAGE>
Each such date on which Designated Securities are to be purchased hereunder is
hereinafter referred to as a "Delivery Date".]
Payment for the Designated Securities which the undersigned has agreed
to purchase on [the] [each] Delivery Date shall be made to the Company or its
order by certified or official bank check in ______________ funds at the office
of _______________, _______________, _______________, or by wire transfer to a
bank account specified by the Company, on [the] [such] Delivery Date upon
delivery to the undersigned of the Designated Securities then to be purchased by
the undersigned in definitive, fully registered form and in such denominations
and registered in such names as the undersigned may designate by written or
telegraphic communication addressed to the Company not less than five business
days prior to [the] [such] Delivery Date.
The obligation of the undersigned to take delivery of and make payment
for Designated Securities on [the] (each] Delivery Date shall be subject to the
conditions that (a) the purchase of Designated Securities to be made by the
undersigned shall not on [the] [such] Delivery Date is prohibited under the laws
of the jurisdiction to which the undersigned is subject and (b) the Company, on
or before __________, 199__, shall have sold to the several Underwriters,
pursuant to the Pricing Agreement dated __________, 199__, with the Company, an
aggregate principal amount of Designated Securities equal to $_______, minus the
aggregate principal amount of Designated Securities to be covered by this
contract and other contracts similar to this contract. The obligation of the
undersigned to take delivery of and make payment for Designated Securities shall
not be affected by the failure of any purchaser to take delivery of and make
payment for Designated Securities pursuant to other contracts similar to this
contract.
Promptly after completion of the sale to the Underwriters, the Company
will mail or deliver to the undersigned at its address set forth below notice to
such effect, accompanied by a copy of the opinion or opinions of the General
Counsel of the Company delivered to the Underwriters in connection therewith.
The undersigned represents and warrants that, as of the date of this
contract, the undersigned is not prohibited form purchasing the Designated
Securities hereby agreed to be purchased by its under the laws of the
jurisdiction to which the undersigned is subject.
This contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will
III-2
<PAGE>
not be assignable by either party hereto without the written consent of the
other.
This contract may be executed by either of-the parties hereto in any
number of counterparts, each of which shall be deemed to be an original, but all
such counterparts shall together constitute one and the same instrument.
It is understood that the acceptance by the Company of any Delayed
Delivery Contract (including this contract) is in the Company's sole discretion
and that, without limiting the foregoing, acceptances of such contracts need not
be on a firstcome, first-served basis. If this contract is acceptable to the
Company, it is requested that the Company sign the form of acceptance below and
mail or deliver one of the counterparts hereof to the undersigned as its address
set forth below. This will become a binding contract between the Company and
the undersigned when such counterpart is so sailed or delivered by the Company.
Yours very truly,
[Name of Purchaser]
By:
Name:
Title:
Address:
Accepted, ________________, 199__
HELLER FINANCIAL, INC.
By:______________________________
Name:
Title:
III-3
<PAGE>
Exhibit 4(b)
===============================================================================
HELLER FINANCIAL, INC.
AND
SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION,
Trustee
________
INDENTURE
_________
Dated as of September 1, 1995
_________
Senior Securities
===============================================================================
<PAGE>
INDENTURE dated as of September 1, 1995 between HELLER FINANCIAL, INC., a
Delaware corporation (the "Company"), and SHAWMUT BANK CONNECTICUT, NATIONAL
ASSOCIATION (the "Trustee").
PRELIMINARY STATEMENTS
A. The Company is authorized to borrow money for its corporate purposes
and to issue non-convertible debentures, notes and other debt obligations
therefor; and for its corporate purposes, the Company has determined to make and
issue its non-convertible debentures, notes and other debt obligations to be
issued in one or more series (the "Securities"), as hereinafter provided, up to
such principal amount or amounts as may from time to time be authorized by or
pursuant to the authority granted in one or more resolutions of the Board of
Directors.
B. All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.
In consideration of the above statements, and other good and valuable
consideration the receipt and adequacy of which is hereby acknowledged, the
parties agree that all the Securities are to be executed, authenticated and
delivered subject to the further covenants and conditions hereinafter set forth;
and the Company, for itself and its successors, does hereby covenant and agree
to and with the Trustee and its successors in such trust, for the benefit of
those who shall hold the Securities, or any of them, as follows:
TERMS AND CONDITIONS
1. Incorporation by Reference.
Articles I through XIII of the Heller Financial, Inc. Standard Multiple-
Series Indenture Provisions, dated and filed with the Securities and Exchange
Commission on February 5, 1987 (the "Standard Provisions"), are hereby
incorporated herein by reference with the same force and effect as though fully
set forth herein. To the extent that the terms set forth in Sections 2 and 3 of
this Indenture are inconsistent with the terms of the Standard Provisions, the
terms set forth in Section 2 herein shall apply.
2. Amendments to the Standard Provisions
A. The Standard Provisions as incorporated herein are
hereby amended as follows:
<PAGE>
B. Section 1.01 is amended to add new defined terms thereto or
to amend existing defined terms, and all definitions set forth below, to the
extent they are inconsistent with the meanings ascribed to them in the Standard
Provisions, control, as though they were fully set forth in the Standard
Provisions, in the appropriate alphabetical sequence, as follows:
"Conversion Event" means the cessation of (i) a Foreign Currency to be used
both by the government of the country which issued such currency and for
the settlement of transactions by public institutions of or within the
international banking community, (ii) the ECU to be used both within the
European Monetary System and for the settlement of transactions by public
institutions of or within the European Communities, (iii) any currency unit
other than the ECU to be used for the purposes for which it was
established, or (iv) the availability of a currency due to the imposition
of exchange controls or other circumstances beyond the Company's control.
"Depositary" means, unless otherwise specified by the Company pursuant to
either Section 2.03 or 3.01, with respect to Securities of any series
issuable or issued as a Global Security, The Depository Trust Company, New
York, New York, or any successor thereto registered under the Securities
and Exchange Act of 1934, as amended, or other applicable statute or
regulation.
"Exchange Rate Agent" means the New York banking corporation, if any, from
time to time selected by the Company for purposes of Section 3.12, which,
initially, shall be The Fuji Bank and Trust Company.
"Global Security" means with respect to any series of Securities issued
hereunder, a Security which is executed by the Company and authenticated
and delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction, all in accordance with this Indenture and an
indenture supplemental hereto, if any, or Board Resolution and pursuant to
a Company Order, which shall be registered in the name of the Depositary or
its nominee and which shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, all of the Outstanding
Securities of such series or any portion thereof, in either case having the
same terms, including, without limitation, the same issue date, date or
dates on which principal is due, and interest rate or method of determining
interest.
"Market Exchange Rate" means (i) for any conversion involving a currency
unit on the one hand and Dollars or any Foreign Currency on the other, the
exchange rate between the relevant currency unit and Dollars or such
Foreign Currency calculated by the method specified pursuant to Section
3.01 for the Securities of the relevant series, (ii) for any conversion of
Dollars into
2
<PAGE>
any Foreign Currency, the noon (New York City time) buying rate for such
Foreign Currency for cable transfers quoted in New York City as certified
for customs purposes by the Federal Reserve Bank of New York and (iii) for
any conversion of one Foreign Currency into Dollars or another Foreign
Currency, the highest firm bid quotation for Dollars received by the
Exchange Rate Agent at approximately 11:00 a.m. New York City time, on the
second Business Day preceding the applicable payment date (or if no such
rate is quoted on such date, the last date on which such rate was quoted),
from three recognized foreign exchange dealers in The City of New York
selected by the Exchange Rate Agent and approved by the Company (one of
which may be the Exchange Rate Agent) In the event of the unavailability of
any of the exchange rates provided for in the foregoing clauses (i), (ii),
and (iii), payments shall be made in the Foreign Currency which is to be
converted, unless such Foreign Currency is unavailable due to the
imposition of exchange controls or to other circumstances beyond the
Company's control, in which case payment shall be made in Dollars on the
basis of the most recently available Market Exchange Rate or as otherwise
indicated in a pricing supplement to a prospectus describing the
Securities. Unless otherwise specified by the Exchange Rate Agent, if any,
or if there shall not be an Exchange Rate Agent, then by the Trustee, if
there is more than one market for dealing in any currency or currency unit
by reason of foreign exchange regulations or otherwise, the market to be
used in respect of such currency or currency unit shall be that upon which
a nonresident issuer of securities designated in such currency or currency
unit would purchase such currency or currency unit in order to make
Payments in respect of such securities.
C. Section 1.01 is amended to delete the term "Currency
Determination Agent" and all references to the term Currency Determination Agent
in the Indenture shall be replaced with references to the Exchange Rate Agent,
and all sections with such references are hereby amended and restated as though
fully set forth herein.
D. Section 2.01 is amended to add the words "or forms" after the word
"form" in the first sentence of such Section.
E. Article Two is amended to add a new Section 2.03, which reads in
its entirety as follows:
Section 2.03 Securities Issuable in the Form of a Global Security. (a)
If the Company shall establish pursuant to Section 3.01 that the Securities
of a particular series are to be issued in whole or in part in the form of
one or more Global Securities, then the Company shall execute and the
Trustee shall, in accordance with Section 3.03 and the Company Order
delivered to
3
<PAGE>
the Trustee thereunder, authenticate and deliver, such Global Security or
Securities, which (i) shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, the Outstanding
Securities of such series to be represented by such Global Security or
Securities, (ii) shall be registered in the name of the Depositary for such
Global Security or Securities or its nominee, (iii) shall be delivered by
the Trustee to the Depositary or pursuant to the Depositary's instruction
and (iv) shall bear a legend substantially to the following effect: "Unless
and until it is exchanged in whole or in part for the individual Securities
represented hereby, this Global Security 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.
(b) Notwithstanding any other provision of this Section 2.03 or of
Section 3.05, subject to the provisions of paragraph (c) below, unless the
terms of a Global Security expressly permit such Global Security to be
exchanged in whole or in part for individual securities, a Global Security
may be transferred, in whole but not in part and in the manner provided in
Section 3.05, only to a nominee of the Depositary for such Global Security,
or to the Depositary, or a successor Depositary for such Global Security
selected or approved by the Company, or to a nominee of such successor
Depositary.
(c) (i) If at any time the Depositary for a Global Security notifies
the Company that it is unwilling or unable to continue as Depositary for
such Global Security or if at any time the Depositary for the Securities
for such series shall no longer be eligible or in good standing under the
Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation, the Company shall appoint a Depositary with respect to such
Global Security. If a successor Depositary for such Global Security is not
appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility, the Company will execute,
and the Trustee, upon receipt of a Company Order for the authentication and
delivery of individual Securities of such series in exchange for such
Global Security, will authenticate and deliver individual Securities of
such series of like tenor and terms in definitive form in an aggregate
principal amount equal to the principal amount of the Global Security in
exchange for such Global Security.
(ii) The Company may at any time and in its sole discretion determine
that the Securities of any series issued or issuable in the form of one or
more Global Securities shall no longer be represented by such Global
Security or Securities. In such event the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and
delivery
4
<PAGE>
of individual Securities of such series in exchange in whole or in
part for such Global Security, will authenticate and deliver individual
Securities of such series of like tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of such Global
Security or Securities representing such series in exchange for such Global
Security or Securities.
(iii) If specified by the Company pursuant to Section 3.01 with
respect to Securities issued or issuable in the form of a Global Security,
the Depositary for such Global Security may surrender such Global Security
in exchange in whole or in part for individual securities or such series of
like tenor and terms in definitive form on such terms as are acceptable to
the Company and such Depositary. Thereupon the Company shall execute, and
the Trustee shall authenticate and deliver, without service charge, (l) to
each Person specified by such Depositary a new Security or Securities of
the same series of like tenor and terms and of any authorized denomination
as requested by such Person in aggregate principal amount equal to and in
exchange for such Person's beneficial interest in the Global Security; and
(2) to such Depositary a new Global Security of like tenor and terms and in
an authorized denomination equal to the difference, if any, between the
principal amount of the surrendered Global Security and the aggregate
principal amount of Securities delivered to Holders thereof.
(iv) In any exchange provided for in any of the preceding three
paragraphs, the Company will execute and the Trustee will authenticate and
deliver individual Securities in definitive registered form in authorized
denominations. Upon the exchange of a Global Security for individual
Securities, such Global Security shall be canceled by the Trustee.
Securities issued in exchange for a Global Security pursuant to this
Section shall be registered in such names and in such authorized
denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the
persons in whose names such Securities are so registered.
F. Section 3.01 is amended to (i) add Section 2.03 to the sections
referred to in the parenthetical exception to paragraph (b) of Section 3.01,
(ii) redesignate paragraphs (q), (r), (s), (t), (u) and (v) as paragraphs (r),
(s), (t), (u), (v) and (w), respectively, and (iii) add new paragraph (q) as
follows:
(q) whether the Securities of the series shall be issued in whole or
in part in the form of a Global Security or Securities; the terms and
conditions, if any, upon which such Global Security or Securities may be
exchanged in whole or in part for other individual Securities; and the
Depositary for such Global Security or Securities; and
5
<PAGE>
G. The second paragraph following paragraph (d) (vi) of Section 3.03
is amended and restated to read as follows:
If all the Securities of any one series are not to be issued at one
time (i) the Trustee shall be entitled to assume that, at the time of the
issuance of such Securities, the terms of such Securities do not violate
any applicable law or agreement then binding on the Company, and (ii) it
shall not be necessary to deliver a Board Resolution, an executed
supplemental indenture, if any, an Officer's Certificate or an Opinion of
Counsel at the time of issuance of each Security, but such Board
Resolution, supplemental indenture, if any, Officer's Certificate and
Opinion of Counsel shall be delivered at or prior to the time of issuance
of the first Security of such series and the Trustee lay conclusively rely
on such documents as to the matters covered thereby until revoked by
superseding comparable documents delivered to it.
H. The first sentence of Section 3.05 is amended and restated to
read as follows:
Subject to Section 2.03, Securities of any series may be exchanged
for a like aggregate principal amount of Securities of the same series of
other authorized denominations of a like Stated Maturity and with like
terms and provisions.
I. The following paragraph is added at the end of Section 3.05:
None of the Company, the Trustee, any Paying Agent or the Securities
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.
J. Paragraphs (a) and (b) of Section 3.12 are amended and
restated to read as follows:
(a) With respect to Registered Securities of any series not permitting
the election provided for in paragraph (b) below or the Holders of which have
not made the election provided for in paragraph (b) below, the following payment
provision will apply:
(1) Except as provided in paragraph (e) below, payment of the
principal of (and premium, if any) on any Registered Security will be made
at the Place of Payment by delivery of a check of checks in Dollars, unless
any Holder has elected to receive payment in any Foreign Currency, in which
case, payment of the principal of (and premium, if any) on any Registered
6
<PAGE>
Security will be made at the Place of Payment by delivery of a check or
checks in the currency or currency unit in which the Security is payable on
the payment date against surrender of such Registered Security, and any
interest on any Fully Registered Security will be paid at the Place of
Payment by bailing a check or checks in the currency or currency unit in
which such interest is payable to the Person entitled thereto at the
address of such Person appearing on the Securities Register.
(2) Payment of the principal of (and premium, if any) and (with-
respect to Fully Registered Securities only) interest on such Security may
also, subject to applicable laws and regulations, be made at such other
place or places as may be designated by the Company by any appropriate
method and in such other manner as may be agreed by the Company and any
Holder.
(b) It may be provided pursuant to Section 3.01 with respect to the
Registered Securities of any series that Holders shall have the option, subject
to paragraphs (e) and (f) below, to receive payments of principal of (and
premium, if any) and (with respect to Fully Registered Securities only)
interest, if any, on such Security in any of the currencies or currency units
which may be designated for such election by delivering to the Paying Agent a
written election, to be in form and substance satisfactory to the Paying Agent
on or prior to the applicable record date or at least 15 calendar days prior to
maturity, as the case may be. If a Holder so elects to receive such payments in
any such currency or currency unit, such election will remain in effect for such
Holder until changed by such Holder by delivery of a written notice to the
Paying Agent but the Paying Agent must receive written notice of any change on
or prior to the applicable record date or at least 15 calendar days prior to
maturity, as the case may be, to be effective for the payment to be made on such
payment date and no such change or election may be made with respect to payments
to be made on any Security of such series with respect to which notice of
redemption has been given by the Company pursuant to Article IV). Any Holder of
any such Security who shall not have delivered any such election to the Paying
Agent not later than the close of business on the applicable Election Date will
be paid the amount due on the applicable payment date in the relevant currency
or currency unit as provided in paragraph (a) of this Section 3.12. Payment of
principal of (and premium, if any) and (with respect to Fully Registered
Securities only) interest, if any, on such Security shall be made at the Place
of Payment by mailing at such location a check, in the applicable currency or
currency unit to the Person entitled thereto at the address of such Person
appearing on the Securities Register. Payment of the principal of, premium, if
any, and (with respect to Fully Registered Securities only) interest, if any, on
such Security may also, subject to applicable laws and regulations, be made at
such other place or places as may be designated by the Company by any
appropriate method.
7
<PAGE>
K. Paragraph (d) of Section 3.12 is amended and restated to read as
follows:
(d) Not later than the fourth Business Day after the Election Date
for each payment date, the Paying Agent will deliver to the Company a written
notice specifying, in the currency or currency unit in which each series of the
Securities are payable, the respective aggregate amounts of principal of (and
premium, if any) and interest, if any, on the Securities to be made on such
payment date, specifying the amounts so payable in respect of Fully Registered
Securities, Registered Securities with Coupons and Unregistered Securities and
in respect of the Registered Securities as to which the Holders of Securities
denominated in any currency or currency unit shall have elected to be paid in
another currency or currency unit as provided in paragraph (b) above. If the
election referred to in paragraph (b) above has been provided for pursuant to
Section 3.01 and if at least one Holder has made such election, then, on the
second Business day preceding each payment date the Company will deliver to the
Paying Agent an Exchange Rate Officer's Certificate in respect of the Dollar,
Foreign Currency or currency unit payments to be made on such payment date. The
Dollar, Foreign Currency or currency unit amount receivable by Holders of
Registered Securities who have elected payment in a currency or currency unit as
provided in paragraph (b) above shall be determined by the Company on the basis
of the applicable Market Exchange Rate in effect on the second Business Day (the
"Valuation Date") immediately preceding each payment date.
L. Paragraph (g) of Section 3.12 is amended and restated to read as
follows:
(g) The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Exchange Rate Agent, if any, or, if there shall not be an
Exchange Rate Agent, then by the Trustee, on the basis of the most recently
available Market Exchange Rate, or as otherwise indicated in a pricing
supplement to a prospectus describing the Securities.
M. The first sentence of Section 8.14 is amended and restated to read
as follows:
The Trustee may appoint an Authenticating Agent for each series of
Securities, which shall be acceptable to the Company, to act on behalf of such
Trustee, and subject to its direction in the authentication and delivery of the
Securities of such series issued upon original issuance, exchange, registration
of transfer or partial redemption thereof or pursuant to Section 3.06.
N. Section 3.10 is amended and restated to read as follows:
8
<PAGE>
All Securities surrendered for the purpose of payment, redemption,
repayment, purchase, exchange or registration of transfer or for credit against
any sinking fund shall, if surrendered to the Company or any Paying Agent or any
Securities Registrar, be surrendered to the Securities Registrar and promptly
canceled by it, or, if surrendered to the Securities Registrar, shall be
promptly canceled by it, and no Securities or Coupons shall be issued in lieu
thereof except as expressly permitted by this Indenture. The Securities
Registrar shall destroy canceled Securities and Coupons in accordance with a
Company Order and deliver a certificate of such destruction to the Company
unless, by a Company Order, the Company directs that such canceled Securities
and Coupons be returned to the Company.
3. Additional Provision.
The following provision, which constitutes part of this Indenture, is
numbered to conform with the format of the Standard Provisions:
Section 8.15. Other Matters Concerning the Trustee.
At the date of this Indenture, the Corporate Trust Office of the Trustee is
located at 777 Main St., Hartford, CT 06115.
9
<PAGE>
IN WITNESS WHEREOF, HELLER FINANCIAL, INC. has caused this Indenture to be
signed in its corporate name by its authorized officer, and its corporate seal
to be affixed hereto, and the same to be attested by the signature of its
Secretary or an Assistant Secretary, and SHAWMUT BANK CONNECTICUT, NATIONAL
ASSOCIATION, in evidence of its acceptance of the trust hereby created, has
caused this Indenture to be signed in its corporate name by one of its
Authorized Officers, and its corporate seal to be affixed hereto, and the same
to be attested by one of its Assistant Secretaries, as of the day and year first
above written.
HELLER FINANCIAL, INC.
By: ___________________________
Title: ________________________
[SEAL]
Attest:
___________________________
SHAWMUT BANK CONNECTICUT,
NATIONAL ASSOCIATION
By: ___________________________
Title: ________________________
[SEAL]
Attest:
____________________________
10
<PAGE>
STATE OF ILLINOIS )
) ss:
COUNTY OF COOK )
On the ____ day of _____________, 1995, before me personally came
___________________________ to me known, who, being by me duly sworn, did depose
and say that he is an authorized officer of HELLER FINANCIAL, INC., one of the
corporations described in and which executed the above instrument; that he knows
the seal of such corporation; that the seal affixed to such instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
such corporation; and that he signed his name thereto by like authority.
___________________________
[SEAL]
STATE OF______________________)
) ss:
COUNTY OF_____________________)
On the ___ day of _______, 1995 before me personally came
___________________________ to me known, who, being by me duly sworn, did depose
and say that he is an Authorized Officer of SHAWMUT BANK CONNECTICUT, NATIONAL
ASSOCIATION, one of the corporations described in and which executed the above
instrument; that he knows the seal of such corporation; that the seal affixed to
such instrument is such corporate seal; that it was so affixed by authority of
the Board of Directors of such corporation; and that he signed his name thereto
by like authority.
___________________________
[SEAL]
11
<PAGE>
Exhibit 4(c)
================================================================================
HELLER FINANCIAL, INC.
AND
SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION,
Trustee
_________
INDENTURE
_________
Dated as of September 1, 1995
_________
Subordinated Securities
================================================================================
<PAGE>
INDENTURE dated as of September 1, 1995 between HELLER FINANCIAL, INC., a
Delaware corporation (the "Company"), and SHAWMUT BANK CONNECTICUT, NATIONAL
ASSOCIATION (the "Trustee").
PRELIMINARY STATEMENTS
A. The Company is authorized to borrow money for its corporate purposes and
to issue non-convertible debentures, notes and other debt obligations therefor;
and for its corporate purposes, the Company has determined to make and issue its
non-convertible debentures, notes and other debt obligations to be issued in one
or more series (the "Securities"), as hereinafter provided, up to such principal
amount or amounts as may from time to time be authorized by or pursuant to the
authority granted in one or more resolutions of the Board of Directors.
B. All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.
In consideration of the above statements, and other good and valuable
consideration the receipt and adequacy of which is hereby acknowledged, the
parties agree that all the Securities are to be executed, authenticated and
delivered subject to the further covenants and conditions hereinafter set forth;
and the Company, for itself and its successors, does hereby covenant and agree
to and with the Trustee and its successors in such trust, for the benefit of
those who shall hold the Securities, or any of them, as follows:
TERMS AND CONDITIONS
1. Incorporation by Reference.
Articles I through XIII of the Heller Financial, Inc. Standard Multiple-Series
Indenture Provisions, dated and filed with the Securities and Exchange
Commission on February 5, 1987 (the "Standard Provisions"), are hereby
incorporated herein by reference with the same force and effect as though fully
set forth herein. To the extent that the terms set forth in Sections 2 and 3 of
this Indenture are inconsistent with the terms of the Standard Provisions, the
terms set forth in Section 2 shall apply.
2. Amendments to the Standard Provisions.
A. The Standard Provisions as incorporated herein are hereby amended as
follows:
<PAGE>
B. Section 1.01 is amended to add new defined terms thereto or to amend
existing defined terms, and all definitions set forth below, to the extent they
are inconsistent with the meanings ascribed to them in the Standard Provisions,
control, as though they were fully set forth in the Standard Provisions, in the
appropriate alphabetical sequence, as follows:
"Conversion Event" means the cessation of (i) a Foreign Currency to be used
both by the government of the country which issued such currency and for
the settlement of transactions by public institutions of or within the
international banking community, (ii) the ECU to be used both within the
European Monetary System and for the settlement of transactions by public
institutions of or within the European Communities, (iii) any currency unit
other than the ECU to be used for the purposes for which it was
established, or (iv) the availability of a currency due to the imposition
of exchange controls or other circumstances beyond the Company's control.
"Depositary" means, unless otherwise specified by the
Company pursuant to either Section 2.03 or 3.01, with respect to Securities
of any series issuable or issued as a Global Security, The Depository Trust
Company, New York, New York, or any successor thereto registered under the
Securities and Exchange Act of 1934, as amended, or other applicable
statute or regulation.
"Exchange Rate Agent" means the New York banking corporation, if any, from
time to time selected by the Company for purposes of Section 3.12, which,
initially, shall be The Fuji Bank and Trust Company.
"Global Security" means with respect to any series of Securities issued
hereunder, a Security which is executed by the Company and authenticated
and delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction, all in accordance with this Indenture and an
indenture supplemental hereto, if any, or Board Resolution and pursuant to
a Company Order, which shall be registered in the name of the Depositary or
its nominee and which shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, all of the Outstanding
Securities of such series or any portion thereof, in either case having the
same terms, including, without limitation, the same issue date, date or
dates on which principal is due, and interest rate or method of determining
interest.
"Market Exchange Rate" means (i) for any conversion involving a currency
unit on the one hand and Dollars or any Foreign Currency on the other, the
exchange rate between the relevant currency unit and Dollars or such
Foreign Currency calculated by the method specified pursuant to Section
3.01 for the Securities of the relevant series, (ii) for any conversion of
Dollars into
2
<PAGE>
any Foreign Currency, the noon (New York City time) buying rate for such
Foreign Currency for cable transfers quoted in New York City as certified
for customs purposes by the Federal Reserve Bank of New York and (iii) for
any conversion of one Foreign Currency into Dollars or another Foreign
Currency, the highest firm bid quotation for Dollars received by the
Exchange Rate Agent at approximately 11:00 a.m. New York City time, on the
second Business Day preceding the applicable payment date (or if no such
rate is quoted on such date, the last date on which such rate was quoted),
from three recognized foreign exchange dealers in The City of New York
selected by the Exchange Rate Agent and approved by the Company (one of
which may be the Exchange Rate Agent) In the event of the unavailability of
any of the exchange rates provided for in the foregoing clauses (i), (ii),
and (iii), payments shall be made in the Foreign Currency which is to be
converted, unless such Foreign Currency is unavailable due to the
imposition of exchange controls or to other circumstances beyond the
Company's control, in which case payment shall be made in Dollars on the
basis of the most recently available Market Exchange Rate or as otherwise
indicated in a pricing supplement to a prospectus describing the
Securities. Unless otherwise specified by the Exchange Rate Agent, if any,
or if there shall not be an Exchange Rate Agent, then by the Trustee, if
there is more than one market for dealing in any currency or currency unit
by reason of foreign exchange regulations or otherwise, the market to be
used in respect of such currency or currency unit shall be that upon which
a nonresident issuer of securities designated in such currency or currency
unit would purchase such currency or currency unit in order to make
Payments in respect of such securities.
C. Section 1.01 is amended to delete the term "Currency Determination
Agent" and all references to the term Currency Determination Agent in the
Indenture shall be replaced with references to the Exchange Rate Agent, and all
sections with such references are hereby amended and restated as though fully
set forth herein.
D. Section 2.01 is amended to add the words "or forms" after the word
"form" in the first sentence of such Section.
E. Article Two is amended to add a new Section 2.03, which reads in
its entirety as follows:
Section 2.03 Securities Issuable in the Form of a Global Security. (a)
If the Company shall establish pursuant to Section 3.01 that the Securities
of a particular series are to be issued in whole or in part in the form of
one or more Global Securities, then the Company shall execute and the
Trustee shall, in accordance with Section 3.03 and the Company Order
delivered to
3
<PAGE>
the Trustee thereunder, authenticate and deliver, such Global Security or
Securities, which (i) shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, the Outstanding
Securities of such series to be represented by such Global Security or
Securities, (ii) shall be registered in the name of the Depositary for such
Global Security or Securities or its nominee, (iii) shall be delivered by
the Trustee to the Depositary or pursuant to the Depositary's instruction
and (iv) shall bear a legend substantially to the following effect: "Unless
and until it is exchanged in whole or in part for the individual Securities
represented hereby, this Global Security 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.
(b) Notwithstanding any other provision of this Section 2.03 or of
Section 3.05, subject to the provisions of paragraph (c) below, unless the
terms of a Global Security expressly permit such Global Security to be
exchanged in whole or in part for individual securities, a Global Security
may be transferred, in whole but not in part and in the manner provided in
Section 3.05, only to a nominee of the Depositary for such Global Security,
or to the Depositary, or a successor Depositary for such Global Security
selected or approved by the Company, or to a nominee of such successor
Depositary.
(c) (i) If at any time the Depositary for a Global Security notifies
the Company that it is unwilling or unable to continue as Depositary for
such Global Security or if at any time the Depositary for the Securities
for such series shall no longer be eligible or in good standing under the
Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation, the Company shall appoint a Depositary with respect to such
Global Security. If a successor Depositary for such Global Security is not
appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility, the Company will execute,
and the Trustee, upon receipt of a Company Order for the authentication and
delivery of individual Securities of such series in exchange for such
Global Security, will authenticate and deliver individual Securities of
such series of like tenor and terms in definitive form in an aggregate
principal amount equal to the principal amount of the Global Security in
exchange for such Global Security.
(ii) The Company may at any time and in its sole discretion determine
that the Securities of any series issued or issuable in the form of one or
more Global Securities shall no longer be represented by such Global
Security or Securities. In such event the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and
delivery
4
<PAGE>
of individual Securities of such series in exchange in whole or in part for
such Global Security, will authenticate and deliver individual Securities
of such series of like tenor and terms in definitive form in an aggregate
principal amount equal to the principal amount of such Global Security or
Securities representing such series in exchange for such Global Security or
Securities.
(iii) If specified by the Company pursuant to Section 3.01 with
respect to Securities issued or issuable in the form of a Global Security,
the Depositary for such Global Security may surrender such Global Security
in exchange in whole or in part for individual securities or such series of
like tenor and terms in definitive form on such terms as are acceptable to
the Company and such Depositary. Thereupon the Company shall execute, and
the Trustee shall authenticate and deliver, without service charge, (l) to
each Person specified by such Depositary a new Security or Securities of
the same series of like tenor and terms and of any authorized denomination
as requested by such Person in aggregate principal amount equal to and in
exchange for such Person's beneficial interest in the Global Security; and
(2) to such Depositary a new Global Security of like tenor and terms and in
an authorized denomination equal to the difference, if any, between the
principal amount of the surrendered Global Security and the aggregate
principal amount of Securities delivered to Holders thereof.
(iv) In any exchange provided for in any of the preceding three
paragraphs, the Company will execute and the Trustee will authenticate and
deliver individual Securities in definitive registered form in authorized
denominations. Upon the exchange of a Global Security for individual
Securities, such Global Security shall be canceled by the Trustee.
Securities issued in exchange for a Global Security pursuant to this
Section shall be registered in such names and in such authorized
denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the
persons in whose names such Securities are so registered.
F. Section 3.01 is amended to (i) add Section 2.03 to the sections
referred to in the parenthetical exception to paragraph (b) of Section 3.01,
(ii) redesignate paragraphs (q), (r), (s), (t), (u) and (v) as paragraphs (r),
(s), (t), (u), (v) and (w), respectively, and (iii) add new paragraph (q) as
follows:
(q) whether the Securities of the series shall be issued in whole or
in part in the form of a Global Security or Securities; the terms and
conditions, if any, upon which such Global Security or Securities may be
exchanged in whole or in part for other individual Securities; and the
Depositary for such Global Security or Securities; and
5
<PAGE>
G. The second paragraph following paragraph (d) (vi) of Section 3.03
is amended and restated to read as follows:
If all the Securities of any one series are not to be issued at one
time (i) the Trustee shall be entitled to assume that, at the time of the
issuance of such Securities, the terms of such Securities do not violate
any applicable law or agreement then binding on the Company, and (ii) it
shall not be necessary to deliver a Board Resolution, an executed
supplemental indenture, if any, an Officer's Certificate or an Opinion of
Counsel at the time of issuance of each Security, but such Board
Resolution, supplemental indenture, if any, Officer's Certificate and
Opinion of Counsel shall be delivered at or prior to the time of issuance
of the first Security of such series and the Trustee lay conclusively rely
on such documents as to the matters covered thereby until revoked by
superseding comparable documents delivered to it.
H. The first sentence of Section 3.05 is amended and restated to read
as follows:
Subject to Section 2.03, Securities of any series may be exchanged for a
like aggregate principal amount of Securities of the same series of other
authorized denominations of a like Stated Maturity and with like terms and
provisions.
I. The following paragraph is added at the end of Section 3.05:
None of the Company, the Trustee, any Paying Agent or the Securities
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.
J. Paragraphs (a) and (b) of Section 3.12 are amended and restated to
read as follows:
(a) With respect to Registered Securities of any series not permitting the
election provided for in paragraph (b) below or the Holders of which have not
made the election provided for in paragraph (b) below, the following payment
provision will apply:
(1) Except as provided in paragraph (e) below, payment of the
principal of (and premium, if any) on any Registered Security will be made
at the Place of Payment by delivery of a check of checks in Dollars, unless
any Holder has elected to receive payment in any Foreign Currency, in which
case, payment of the principal of (and premium, if any) on any Registered
6
<PAGE>
Security will be made at the Place of Payment by delivery of a check or
checks in the currency or currency unit in which the Security is payable on
the payment date against surrender of such Registered Security, and any
interest on any Fully Registered Security will be paid at the Place of
Payment by bailing a check or checks in the currency or currency unit in
which such interest is payable to the Person entitled thereto at the
address of such Person appearing on the Securities Register.
(2) Payment of the principal of (and premium, if any) and (with-
respect to Fully Registered Securities only) interest on such Security may
also, subject to applicable laws and regulations, be made at such other
place or places as may be designated by the Company by any appropriate
method and in such other manner as may be agreed by the Company and any
Holder.
(b) It may be provided pursuant to Section 3.01 with respect to the
Registered Securities of any series that Holders shall have the option, subject
to paragraphs (e) and (f) below, to receive payments of principal of (and
premium, if any) and (with respect to Fully Registered Securities only)
interest, if any, on such Security in any of the currencies or currency units
which may be designated for such election by delivering to the Paying Agent a
written election, to be in form and substance satisfactory to the Paying Agent
on or prior to the applicable record date or at least 15 calendar days prior to
maturity, as the case may be. If a Holder so elects to receive such payments in
any such currency or currency unit, such election will remain in effect for such
Holder until changed by such Holder by delivery of a written notice to the
Paying Agent but the Paying Agent must receive written notice of any change on
or prior to the applicable record date or at least 15 calendar days prior to
maturity, as the case may be, to be effective for the payment to be made on such
payment date and no such change or election may be made with respect to payments
to be made on any Security of such series with respect to which notice of
redemption has been given by the Company pursuant to Article IV). Any Holder of
any such Security who shall not have delivered any such election to the Paying
Agent not later than the close of business on the applicable Election Date will
be paid the amount due on the applicable payment date in the relevant currency
or currency unit as provided in paragraph (a) of this Section 3.12. Payment of
principal of (and premium, if any) and (with respect to Fully Registered
Securities only) interest, if any, on such Security shall be made at the Place
of Payment by mailing at such location a check, in the applicable currency or
currency unit to the Person entitled thereto at the address of such Person
appearing on the Securities Register. Payment of the principal of, premium, if
any, and (with respect to Fully Registered Securities only) interest, if any, on
such Security may also, subject to applicable laws and regulations, be made at
such other place or places as may be designated by the Company by any
appropriate method.
7
<PAGE>
K. Paragraph (d) of Section 3.12 is amended and restated to read as
follows:
(d) Not later than the fourth Business Day after the Election Date for
each payment date, the Paying Agent will deliver to the Company a written notice
specifying, in the currency or currency unit in which each series of the
Securities are payable, the respective aggregate amounts of principal of (and
premium, if any) and interest, if any, on the Securities to be made on such
payment date, specifying the amounts so payable in respect of Fully Registered
Securities, Registered Securities with Coupons and Unregistered Securities and
in respect of the Registered Securities as to which the Holders of Securities
denominated in any currency or currency unit shall have elected to be paid in
another currency or currency unit as provided in paragraph (b) above. If the
election referred to in paragraph (b) above has been provided for pursuant to
Section 3.01 and if at least one Holder has made such election, then, on the
second Business day preceding each payment date the Company will deliver to the
Paying Agent an Exchange Rate Officer's Certificate in respect of the Dollar,
Foreign Currency or currency unit payments to be made on such payment date. The
Dollar, Foreign Currency or currency unit amount receivable by Holders of
Registered Securities who have elected payment in a currency or currency unit as
provided in paragraph (b) above shall be determined by the Company on the basis
of the applicable Market Exchange Rate in effect on the second Business Day (the
"Valuation Date") immediately preceding each payment date.
L. Paragraph (g) of Section 3.12 is amended and restated to read as
follows:
(g) The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Exchange Rate Agent, if any, or, if there shall not be an
Exchange Rate Agent, then by the Trustee, on the basis of the most recently
available Market Exchange Rate, or as otherwise indicated in a pricing
supplement to a prospectus describing the Securities.
M. The first sentence of Section 8.14 is amended and restated to read
as follows:
The Trustee may appoint an Authenticating Agent for each series of
Securities, which shall be acceptable to the Company, to act on behalf of such
Trustee, and subject to its direction in the authentication and delivery of the
Securities of such series issued upon original issuance, exchange, registration
of transfer or partial redemption thereof or pursuant to Section 3.06.
N. Section 3.10 is amended and restated to read as follows:
8
<PAGE>
All Securities surrendered for the purpose of payment, redemption,
repayment, purchase, exchange or registration of transfer or for credit against
any sinking fund shall, if surrendered to the Company or any Paying Agent or any
Securities Registrar, be surrendered to the Securities Registrar and promptly
canceled by it, or, if surrendered to the Securities Registrar, shall be
promptly canceled by it, and no Securities or Coupons shall be issued in lieu
thereof except as expressly permitted by this Indenture. The Securities
Registrar shall destroy canceled Securities and Coupons in accordance with a
Company Order and deliver a certificate of such destruction to the Company
unless, by a Company Order, the Company directs that such canceled Securities
and Coupons be returned to the Company.
3. Additional Provisions.
The following provisions, which constitute part of this Indenture, are
numbered to conform with the format of the Standard Provisions:
a. Section 8.15. Other Matters Concerning the Trustee.
At the date of this Indenture, the Corporate Trust Office of the
Trustee is located at 777 Main St., Hartford, CT 06115.
b. ARTICLE XIV. Subordination of Securities.
Section 14.01 Securities Subordinated to Senior Debt.
Anything in this Indenture or in the Securities to the contrary
notwithstanding, the indebtedness evidenced by the Securities shall be
subordinate and junior in right of payment to the extent and in the manner
hereinafter set forth, to all Senior Debt at any time outstanding: (i) in the
event of any insolvency or bankruptcy proceedings, and any receivership,
liquidation, reorganization or other similar proceedings in connection
therewith, relative to the Company or to its creditors, as such, or to its
property, and in the event of any proceedings for voluntary liquidation,
dissolution or other winding up of the Company, whether or not involving
insolvency or bankruptcy, then the holders of Senior Debt shall be entitled to
receive payment in full of all principal of, premium, if any, and interest, if
any, on all Senior Debt before the Holders of Securities are entitled to receive
any payment on account of principal, premium, if any, and interest, if any, upon
the Securities, and to that end (but subject to the power of a court of
competent jurisdiction to make other equitable provisions reflecting the rights
conferred in this Article XIV and in the Securities upon the Senior Debt and the
holders thereof with respect to the Securities and the Holders thereof by a
lawful plan of reorganization under applicable bankruptcy law) the holders of
Senior Debt shall be entitled to receive for application in payment thereof any
payment or distribution of any kind
9
<PAGE>
or character, whether in cash or property or securities, which may be payable or
deliverable in any such proceedings in respect of the Securities, except
securities which are subordinate and junior to the payment of all Senior Debt
then outstanding; and (ii) if any Security is declared due and payable before
its expressed maturity because of the occurrence of an Event of Default
hereunder (under circumstances when the provisions of the foregoing clause (i)
shall not be applicable), any Holder of the Securities shall be entitled to
payment only after there shall first have been paid in full, on the Senior Debt
outstanding at the time the Securities first so become due and payable because
of such Event of Default, all principal, premium, if any, and interest, if any,
becoming due and payable, by acceleration or otherwise, on such Senior Debt
within one year after such Securities so become due and payable. No present or
future holder of Senior Debt shall be prejudiced in his right to enforce
subordination of the Securities by any act or failure to act on the part of the
Company. The provisions of this paragraph are solely for the purpose of defining
the relative rights of the holders of Senior Debt on the one hand, and the
Holders of the Securities on the other hand, and nothing herein shall impair, as
between the Company and the Holder of any Security, the obligation of the
Company, which is unconditional and absolute, to pay to the Holder thereof the
principal, premium, if any, and interest, if any, thereon in accordance with its
terms, nor shall anything herein prevent the Trustee or the Holder of a Security
from exercising all remedies otherwise permitted by applicable law or hereunder
upon default hereunder, subject to the rights, if any, under this paragraph, of
holders of Senior Debt to receive cash, property or securities otherwise payable
or deliverable to Holders of the Securities.
The Company agrees, for the benefit of the holders of Senior Debt, that if
any Security becomes due and payable before its expressed maturity because of
the occurrence of a default hereunder (a) the Company will give prompt notice in
writing of such happening to the holders of record of Senior Debt and (b) all
Senior Debt shall forthwith become immediately due and payable upon demand made
prior to the curing of any such default, regardless of the expressed maturity
thereof.
Section 14.02. Securities May be Paid Prior to Dissolution, etc.
Nothing contained in this Article XIV or elsewhere in this Indenture, or in
any of the Securities, shall prevent (a) the Company, at any time except under
the conditions described in Section 14.01 or during the pendency of any
dissolution or winding up or total or partial liquidation or reorganization
proceedings therein referred to, from making payments at any time of principal
of, premium, if any, or interest, if any, on Securities or from depositing with
the Trustee or any Paying Agent moneys for such payments, or (b) the application
by the Trustee or any Paying Agent of any moneys deposited with it under this
Indenture to the payment of or on account of the principal of, premium, if any,
or interest, if any, on the Securities to the Holders of the Securities entitled
thereto if such payment would
10
<PAGE>
not have been prohibited by the provisions of Section 14.01 on the date such
moneys were so deposited.
Notwithstanding the provisions of Section 14.01 or any other provision of
this Indenture, the Trustee and any Paying Agent shall not be charged with
knowledge of the existence of any Senior Debt or of any facts which would
prohibit the making of any payment of moneys to or by the Trustee or such Paying
Agent, unless and until the Trustee or such Paying Agent shall have received
written notice thereof from the Company or from a holder of such Senior Debt;
and, prior to the receipt of any such written notice, the Trustee shall be
entitled in all respects to assume that no such facts exist. However, if prior
to one business day before the date upon which by the terms hereof any such
moneys may become payable for any purpose (including, without limitation, the
payment of the principal of, premium, if any, or interest, if any, on any
Security) the Trustee or such Paying Agent shall not have received with respect
to such moneys the notice provided for in this Section 14.02, then, anything
herein contained to the contrary notwithstanding, the Trustee and such Paying
Agent shall have full power and authority to receive such moneys and apply the
same to the purpose for which they were received, and shall not be affected by
any notice to the contrary which may be received after such date.
Section 14.03. Rights of the Holders of Senior Debt Not to be Impaired.
Neither the Trustee nor any Paying Agent shall be deemed to owe any
fiduciary duty to the holders of Senior Debt, and neither shall be liable to any
such holders if it shall mistakenly pay over or distribute to or on behalf of
Holders of the Securities or the Company moneys or assets to which any holders
of Senior Debt shall be entitled by virtue of this Article XIV.
The Trustee shall be entitled to all the rights set forth in this Article
XIV with respect to any Senior Debt which may at any time be held by it, to the
same extent as any other holder of Senior Debt, and nothing in Section 8.13, or
elsewhere in this Indenture, shall deprive the Trustee of any of its rights as
such holder.
Any distributions to be made by the Trustee to the holders of Senior Debt
in accordance with this Article XIV may be made to any Trustee or other
representatives of such Holder.
Section 14.04. Authorization to Trustee to Take Action to Effectuate
Subordination.
Each Holder of a Security by his acceptance thereof authorizes and directs
the Trustee in his behalf to take such action as may be necessary or appropriate
to effectuate the subordination as provided in this Article XIV and appoints the
Trustee his attorney in fact for any and all such purposes.
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<PAGE>
IN WITNESS WHEREOF, HELLER FINANCIAL, INC. has caused this Indenture to be
signed in its corporate name by its authorized officer, and its corporate seal
to be affixed hereto, and the same to be attested by the signature of its
Secretary or an Assistant Secretary, and SHAWMUT BANK CONNECTICUT, NATIONAL
ASSOCIATION, in evidence of its acceptance of the trust hereby created, has
caused this Indenture to be signed in its corporate name by one of its
Authorized Officers, and its corporate seal to be affixed hereto, and the same
to be attested by one of its Assistant Secretaries, as of the day and year first
above written.
HELLER FINANCIAL, INC.
By:______________________________
Title:___________________________
[SEAL]
Attest:
______________________________
SHAWMUT BANK CONNECTICUT,
NATIONAL ASSOCIATION
By:______________________________
Title:___________________________
[SEAL]
Attest:
______________________________
12
<PAGE>
STATE OF ILLINOIS )
) ss:
COUNTY OF COOK )
On the _____day of ______________, 1995, before me personally came
___________________________ to me known, who, being by me duly sworn, did depose
and say that he is an authorized officer of HELLER FINANCIAL, INC., one of the
corporations described in and which executed the above instrument; that he knows
the seal of such corporation; that the seal affixed to such instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
such corporation; and that he signed his name thereto by like authority.
___________________________
[SEAL]
STATE OF _____________________)
) ss:
COUNTY OF ____________________)
On the _____day of _____________, 1995, before me personally came
__________________________ to me known, who, being by me duly sworn, did depose
and say that he is an Authorized Officer of SHAWMUT BANK CONNECTICUT, NATIONAL
ASSOCIATION, one of the corporations described in and which executed the above
instrument; that he knows the seal of such corporation; that the seal affixed to
such instrument is such corporate seal; that it was so affixed by authority of
the Board of Directors of such corporation; and that he signed his name thereto
by like authority.
___________________________
[SEAL]
13
<PAGE>
Exhibit 4(d)
===============================================================
HELLER FINANCIAL, INC.
AND
SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION,
Trustee
_________
INDENTURE
_________
Dated as of September 1, 1995
_________
Junior Subordinated Securities
===============================================================
<PAGE>
INDENTURE dated as of September 1, 1995 between HELLER FINANCIAL, INC., a
Delaware corporation (the "Company"), and SHAWMUT BANK CONNECTICUT, NATIONAL
ASSOCIATION (the "Trustee").
PRELIMINARY STATEMENTS
A. The Company is authorized to borrow money for its corporate purposes and
to issue non-convertible debentures, notes and other debt obligations therefor;
and for its corporate purposes, the Company has determined to make and issue its
non-convertible debentures, notes and other debt obligations to be issued in one
or more series (the "Securities"), as hereinafter provided, up to such principal
amount or amounts as may from time to time be authorized by or pursuant to the
authority granted in one or more resolutions of the Board of Directors.
B. All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.
In consideration of the above statements, and other good and valuable
consideration the receipt and adequacy of which is hereby acknowledged, the
parties agree that all the Securities are to be executed, authenticated and
delivered subject to the further covenants and conditions hereinafter set forth;
and the Company, for itself and its successors, does hereby covenant and agree
to and with the Trustee and its successors in such trust, for the benefit of
those who shall hold the Securities, or any of them, as follows:
TERMS AND CONDITIONS
1. Incorporation by Reference.
Articles I through XIII of the Heller Financial, Inc. Standard Multiple-Series
Indenture Provisions, dated and filed with the Securities and Exchange
Commission on February 5, 1987 (the "Standard Provisions"), are hereby
incorporated herein by reference with the same force and effect as though fully
set forth herein. To the extent that the terms set forth in Sections 2 and 3 of
this Indenture are inconsistent with the terms of the Standard Provisions, the
terms set forth in Section 2 shall apply.
2. Amendments to the Standard Provisions.
A. The Standard Provisions as incorporated herein are hereby amended as
follows:
<PAGE>
B. Section 1.01 is amended to add new defined terms thereto or to
amend existing defined terms, and all definitions set forth below, to the extent
they are inconsistent with the meanings ascribed to them in the Standard
Provisions, control, as though they were fully set forth in the Standard
Provisions, in the appropriate alphabetical sequence, as follows:
"Conversion Event" means the cessation of (i) a Foreign Currency to be used
both by the government of the country which issued such currency and for
the settlement of transactions by public institutions of or within the
international banking community, (ii) the ECU to be used both within the
European Monetary System and for the settlement of transactions by public
institutions of or within the European Communities, (iii) any currency unit
other than the ECU to be used for the purposes for which it was
established, or (iv) the availability of a currency due to the imposition
of exchange controls or other circumstances beyond the Company's control.
"Depositary" means, unless otherwise specified by the Company pursuant to
either Section 2.03 or 3.01, with respect to Securities of any series
issuable or issued as a Global Security, The Depository Trust Company, New
York, New York, or any successor thereto registered under the Securities
and Exchange Act of 1934, as amended, or other applicable statute or
regulation.
"Exchange Rate Agent" means the New York banking corporation, if any, from
time to time selected by the Company for purposes of Section 3.12, which,
initially, shall be The Fuji Bank and Trust Company.
"Global Security" means with respect to any series of Securities issued
hereunder, a Security which is executed by the Company and authenticated
and delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction, all in accordance with this Indenture and an
indenture supplemental hereto, if any, or Board Resolution and pursuant to
a Company Order, which shall be registered in the name of the Depositary or
its nominee and which shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, all of the Outstanding
Securities of such series or any portion thereof, in either case having the
same terms, including, without limitation, the same issue date, date or
dates on which principal is due, and interest rate or method of determining
interest.
"Market Exchange Rate" means (i) for any conversion involving a currency
unit on the one hand and Dollars or any Foreign Currency on the other, the
exchange rate between the relevant currency unit and Dollars or such
Foreign Currency calculated by the method specified pursuant to Section
3.01 for the Securities of the relevant series, (ii) for any conversion of
Dollars into
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<PAGE>
any Foreign Currency, the noon (New York City time) buying rate for such
Foreign Currency for cable transfers quoted in New York City as certified
for customs purposes by the Federal Reserve Bank of New York and (iii) for
any conversion of one Foreign Currency into Dollars or another Foreign
Currency, the highest firm bid quotation for Dollars received by the
Exchange Rate Agent at approximately 11:00 a.m. New York City time, on the
second Business Day preceding the applicable payment date (or if no such
rate is quoted on such date, the last date on which such rate was quoted),
from three recognized foreign exchange dealers in The City of New York
selected by the Exchange Rate Agent and approved by the Company (one of
which may be the Exchange Rate Agent) In the event of the unavailability of
any of the exchange rates provided for in the foregoing clauses (i), (ii),
and (iii), payments shall be made in the Foreign Currency which is to be
converted, unless such Foreign Currency is unavailable due to the
imposition of exchange controls or to other circumstances beyond the
Company's control, in which case payment shall be made in Dollars on the
basis of the most recently available Market Exchange Rate or as otherwise
indicated in a pricing supplement to a prospectus describing the
Securities. Unless otherwise specified by the Exchange Rate Agent, if any,
or if there shall not be an Exchange Rate Agent, then by the Trustee, if
there is more than one market for dealing in any currency or currency unit
by reason of foreign exchange regulations or otherwise, the market to be
used in respect of such currency or currency unit shall be that upon which
a nonresident issuer of securities designated in such currency or currency
unit would purchase such currency or currency unit in order to make
Payments in respect of such securities.
C. Section 1.01 is amended to delete the term "Currency Determination
Agent" and all references to the term Currency Determination Agent in the
Indenture shall be replaced with references to the Exchange Rate Agent, and all
sections with such references are hereby amended and restated as though fully
set forth herein.
D. Section 2.01 is amended to add the words "or forms" after the word
"form" in the first sentence of such Section.
E. Article Two is amended to add a new Section 2.03, which reads in
its entirety as follows:
Section 2.03 Securities Issuable in the Form of a Global Security. (a)
If the Company shall establish pursuant to Section 3.01 that the Securities
of a particular series are to be issued in whole or in part in the form of
one or more Global Securities, then the Company shall execute and the
Trustee shall, in accordance with Section 3.03 and the Company Order
delivered to
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<PAGE>
the Trustee thereunder, authenticate and deliver, such Global Security or
Securities, which (i) shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, the Outstanding
Securities of such series to be represented by such Global Security or
Securities, (ii) shall be registered in the name of the Depositary for such
Global Security or Securities or its nominee, (iii) shall be delivered by
the Trustee to the Depositary or pursuant to the Depositary's instruction
and (iv) shall bear a legend substantially to the following effect: "Unless
and until it is exchanged in whole or in part for the individual Securities
represented hereby, this Global Security 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.
(b) Notwithstanding any other provision of this Section 2.03 or of
Section 3.05, subject to the provisions of paragraph (c) below, unless the
terms of a Global Security expressly permit such Global Security to be
exchanged in whole or in part for individual securities, a Global Security
may be transferred, in whole but not in part and in the manner provided in
Section 3.05, only to a nominee of the Depositary for such Global Security,
or to the Depositary, or a successor Depositary for such Global Security
selected or approved by the Company, or to a nominee of such successor
Depositary.
(c) (i) If at any time the Depositary for a Global Security notifies
the Company that it is unwilling or unable to continue as Depositary for
such Global Security or if at any time the Depositary for the Securities
for such series shall no longer be eligible or in good standing under the
Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation, the Company shall appoint a Depositary with respect to such
Global Security. If a successor Depositary for such Global Security is not
appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility, the Company will execute,
and the Trustee, upon receipt of a Company Order for the authentication and
delivery of individual Securities of such series in exchange for such
Global Security, will authenticate and deliver individual Securities of
such series of like tenor and terms in definitive form in an aggregate
principal amount equal to the principal amount of the Global Security in
exchange for such Global Security.
(ii) The Company may at any time and in its sole discretion determine
that the Securities of any series issued or issuable in the form of one or
more Global Securities shall no longer be represented by such Global
Security or Securities. In such event the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and
delivery
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<PAGE>
of individual Securities of such series in exchange in whole or in part for
such Global Security, will authenticate and deliver individual Securities
of such series of like tenor and terms in definitive form in an aggregate
principal amount equal to the principal amount of such Global Security or
Securities representing such series in exchange for such Global Security or
Securities.
(iii) If specified by the Company pursuant to Section 3.01 with
respect to Securities issued or issuable in the form of a Global Security,
the Depositary for such Global Security may surrender such Global Security
in exchange in whole or in part for individual securities or such series of
like tenor and terms in definitive form on such terms as are acceptable to
the Company and such Depositary. Thereupon the Company shall execute, and
the Trustee shall authenticate and deliver, without service charge, (l) to
each Person specified by such Depositary a new Security or Securities of
the same series of like tenor and terms and of any authorized denomination
as requested by such Person in aggregate principal amount equal to and in
exchange for such Person's beneficial interest in the Global Security; and
(2) to such Depositary a new Global Security of like tenor and terms and in
an authorized denomination equal to the difference, if any, between the
principal amount of the surrendered Global Security and the aggregate
principal amount of Securities delivered to Holders thereof.
(iv) In any exchange provided for in any of the preceding three
paragraphs, the Company will execute and the Trustee will authenticate and
deliver individual Securities in definitive registered form in authorized
denominations. Upon the exchange of a Global Security for individual
Securities, such Global Security shall be canceled by the Trustee.
Securities issued in exchange for a Global Security pursuant to this
Section shall be registered in such names and in such authorized
denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the
persons in whose names such Securities are so registered.
F. Section 3.01 is amended to (i) add Section 2.03 to the sections
referred to in the parenthetical exception to paragraph (b) of Section 3.01,
(ii) redesignate paragraphs (q), (r), (s), (t), (u) and (v) as paragraphs (r),
(s), (t), (u), (v) and (w), respectively, and (iii) add new paragraph (q) as
follows:
(q) whether the Securities of the series shall be issued in whole or
in part in the form of a Global Security or Securities; the terms and
conditions, if any, upon which such Global Security or Securities may be
exchanged in whole or in part for other individual Securities; and the
Depositary for such Global Security or Securities; and
5
<PAGE>
G. The second paragraph following paragraph (d) (vi) of Section 3.03
is amended and restated to read as follows:
If all the Securities of any one series are not to be issued at one
time (i) the Trustee shall be entitled to assume that, at the time of the
issuance of such Securities, the terms of such Securities do not violate
any applicable law or agreement then binding on the Company, and (ii) it
shall not be necessary to deliver a Board Resolution, an executed
supplemental indenture, if any, an Officer's Certificate or an Opinion of
Counsel at the time of issuance of each Security, but such Board
Resolution, supplemental indenture, if any, Officer's Certificate and
Opinion of Counsel shall be delivered at or prior to the time of issuance
of the first Security of such series and the Trustee lay conclusively rely
on such documents as to the matters covered thereby until revoked by
superseding comparable documents delivered to it.
H. The first sentence of Section 3.05 is amended and restated to read
as follows:
Subject to Section 2.03, Securities of any series may be exchanged
for a like aggregate principal amount of Securities of the same series of
other authorized denominations of a like Stated Maturity and with like
terms and provisions.
I. The following paragraph is added at the end of Section 3.05:
None of the Company, the Trustee, any Paying Agent or the Securities
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.
J. Paragraphs (a) and (b) of Section 3.12 are amended and restated to
read as follows:
(a) With respect to Registered Securities of any series not permitting the
election provided for in paragraph (b) below or the Holders of which have not
made the election provided for in paragraph (b) below, the following payment
provision will apply:
(1) Except as provided in paragraph (e) below, payment of the
principal of (and premium, if any) on any Registered Security will be made
at the Place of Payment by delivery of a check of checks in Dollars, unless
any Holder has elected to receive payment in any Foreign Currency, in which
case, payment of the principal of (and premium, if any) on any Registered
6
<PAGE>
Security will be made at the Place of Payment by delivery of a check or
checks in the currency or currency unit in which the Security is payable on
the payment date against surrender of such Registered Security, and any
interest on any Fully Registered Security will be paid at the Place of
Payment by bailing a check or checks in the currency or currency unit in
which such interest is payable to the Person entitled thereto at the
address of such Person appearing on the Securities Register.
(2) Payment of the principal of (and premium, if any) and (with-
respect to Fully Registered Securities only) interest on such Security may
also, subject to applicable laws and regulations, be made at such other
place or places as may be designated by the Company by any appropriate
method and in such other manner as may be agreed by the Company and any
Holder.
(b) It may be provided pursuant to Section 3.01 with respect to the
Registered Securities of any series that Holders shall have the option, subject
to paragraphs (e) and (f) below, to receive payments of principal of (and
premium, if any) and (with respect to Fully Registered Securities only)
interest, if any, on such Security in any of the currencies or currency units
which may be designated for such election by delivering to the Paying Agent a
written election, to be in form and substance satisfactory to the Paying Agent
on or prior to the applicable record date or at least 15 calendar days prior to
maturity, as the case may be. If a Holder so elects to receive such payments in
any such currency or currency unit, such election will remain in effect for such
Holder until changed by such Holder by delivery of a written notice to the
Paying Agent but the Paying Agent must receive written notice of any change on
or prior to the applicable record date or at least 15 calendar days prior to
maturity, as the case may be, to be effective for the payment to be made on such
payment date and no such change or election may be made with respect to payments
to be made on any Security of such series with respect to which notice of
redemption has been given by the Company pursuant to Article IV). Any Holder of
any such Security who shall not have delivered any such election to the Paying
Agent not later than the close of business on the applicable Election Date will
be paid the amount due on the applicable payment date in the relevant currency
or currency unit as provided in paragraph (a) of this Section 3.12. Payment of
principal of (and premium, if any) and (with respect to Fully Registered
Securities only) interest, if any, on such Security shall be made at the Place
of Payment by mailing at such location a check, in the applicable currency or
currency unit to the Person entitled thereto at the address of such Person
appearing on the Securities Register. Payment of the principal of, premium, if
any, and (with respect to Fully Registered Securities only) interest, if any, on
such Security may also, subject to applicable laws and regulations, be made at
such other place or places as may be designated by the Company by any
appropriate method.
7
<PAGE>
K. Paragraph (d) of Section 3.12 is amended and restated to read as
follows:
(d) Not later than the fourth Business Day after the Election Date
for each payment date, the Paying Agent will deliver to the Company a written
notice specifying, in the currency or currency unit in which each series of the
Securities are payable, the respective aggregate amounts of principal of (and
premium, if any) and interest, if any, on the Securities to be made on such
payment date, specifying the amounts so payable in respect of Fully Registered
Securities, Registered Securities with Coupons and Unregistered Securities and
in respect of the Registered Securities as to which the Holders of Securities
denominated in any currency or currency unit shall have elected to be paid in
another currency or currency unit as provided in paragraph (b) above. If the
election referred to in paragraph (b) above has been provided for pursuant to
Section 3.01 and if at least one Holder has made such election, then, on the
second Business day preceding each payment date the Company will deliver to the
Paying Agent an Exchange Rate Officer's Certificate in respect of the Dollar,
Foreign Currency or currency unit payments to be made on such payment date. The
Dollar, Foreign Currency or currency unit amount receivable by Holders of
Registered Securities who have elected payment in a currency or currency unit as
provided in paragraph (b) above shall be determined by the Company on the basis
of the applicable Market Exchange Rate in effect on the second Business Day (the
"Valuation Date") immediately preceding each payment date.
L. Paragraph (g) of Section 3.12 is amended and restated to read as
follows:
(g) The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Exchange Rate Agent, if any, or, if there shall not be an
Exchange Rate Agent, then by the Trustee, on the basis of the most recently
available Market Exchange Rate, or as otherwise indicated in a pricing
supplement to a prospectus describing the Securities.
M. The first sentence of Section 8.14 is amended and restated to read
as follows:
The Trustee may appoint an Authenticating Agent for each series of
Securities, which shall be acceptable to the Company, to act on behalf of such
Trustee, and subject to its direction in the authentication and delivery of the
Securities of such series issued upon original issuance, exchange, registration
of transfer or partial redemption thereof or pursuant to Section 3.06.
8
<PAGE>
N. Section 3.10 is amended and restated to read as follows:
All Securities surrendered for the purpose of payment, redemption,
repayment, purchase, exchange or registration of transfer or for credit against
any sinking fund shall, if surrendered to the Company or any Paying Agent or any
Securities Registrar, be surrendered to the Securities Registrar and promptly
canceled by it, or, if surrendered to the Securities Registrar, shall be
promptly canceled by it, and no Securities or Coupons shall be issued in lieu
thereof except as expressly permitted by this Indenture. The Securities
Registrar shall destroy canceled Securities and Coupons in accordance with a
Company Order and deliver a certificate of such destruction to the Company
unless, by a Company Order, the Company directs that such canceled Securities
and Coupons be returned to the Company.
3. Additional Provisions.
The following provisions, which constitute part of this Indenture, are
numbered to conform with the format of the Standard Provisions:
a. Section 8.15. Other Matters Concerning the Trustee.
At the date of this Indenture, the Corporate Trust Office of the Trustee is
located at 777 Main St., Hartford, CT 06115.
b. ARTICLE XIV. Subordination of Securities.
Section 14.01 Securities Subordinated to Senior Debt and Subordinated
Debt.
Anything in this Indenture or in the Securities to the contrary
notwithstanding, the indebtedness evidenced by the Securities shall be
subordinate and junior in right of payment to the extent and in the manner
hereinafter set forth, to all Senior Debt and all Subordinated Debt at any time
outstanding: (i) in the event of any insolvency or bankruptcy proceedings, and
any receivership, liquidation, reorganization or other similar proceedings in
connection therewith, relative to the Company or to its creditors, as such, or
to its property, and in the event of any proceedings for voluntary liquidation,
dissolution or other winding up of the Company, whether or not involving
insolvency or bankruptcy, then the holders of Senior Debt and Subordinated Debt
shall be entitled to receive payment in full of all principal of, premium, if
any, and interest, if any, on all Senior Debt and Subordinated Debt before the
Holders of Securities are entitled to receive any payment on account of
principal, premium, if any, and interest, if any, upon the Securities, and to
that end (but subject to the power of a court of competent jurisdiction to make
other equitable provisions reflecting the rights conferred in this
9
<PAGE>
Article XIV and in the Securities upon the Senior Debt and Subordinated Debt and
the holders thereof with respect to the Securities and the Holders thereof by a
lawful plan of reorganization under applicable bankruptcy law) the holders of
Senior Debt and Subordinated Debt shall be entitled to receive for application
in payment thereof any payment or distribution of any kind or character, whether
in cash or property or securities, which may be payable or deliverable in any
such proceedings in respect of the Securities, except securities which are
subordinate and junior to the payment of all Senior Debt and Subordinated Debt
then outstanding; and (ii) if any Security is declared due and payable before
its expressed maturity because of the occurrence of an Event of Default
hereunder (under circumstances when the provisions of the foregoing clause (i)
shall not be applicable), any Holder of the Securities shall be entitled to
payment only after there shall first have been paid in full, on the Senior Debt
and Subordinated Debt outstanding at the time the Securities first so become due
and payable because of such Event of Default, all principal, premium, if any,
and interest, if any, becoming due and payable, by acceleration or otherwise, on
such Senior Debt and Subordinated Debt within one year after such Securities so
become due and payable. No present or future holder of Senior Debt or
Subordinated Debt shall be prejudiced in his right to enforce subordination of
the Securities by any act or failure to act on the part of the Company. The
provisions of this paragraph are solely for the purpose of defining the relative
rights of the holders of Senior Debt and Subordinated Debt on the one hand, and
the Holders of the Securities on the other hand, and nothing herein shall
impair, as between the Company and the Holder of any Security, the obligation of
the Company, which is unconditional and absolute, to pay to the Holder thereof
the principal, premium, if any, and interest, if any, thereon in accordance with
its terms, nor shall anything herein prevent the Trustee or the Holder of a
Security from exercising all remedies otherwise permitted by applicable law or
hereunder upon default hereunder, subject to the rights, if any, under this
paragraph, of holders of Senior Debt and Subordinated Debt to receive cash,
property or securities otherwise payable or deliverable to Holders of the
Securities.
The Company agrees, for the benefit of the holders of Senior Debt and
Subordinated Debt, that if any Security becomes due and payable before its
expressed maturity because of the occurrence of a default hereunder (a) the
Company will give prompt notice in writing of such happening to the holders of
record of Senior Debt and Subordinated Debt and (b) all Senior Debt and
subordinated Debt shall forthwith become immediately due and payable upon demand
made prior to the curing of any such default, regardless of the expressed
maturity thereof.
Section 14.02. Securities May be Paid Prior to Dissolution, etc.
Nothing contained in this Article XIV or elsewhere in this Indenture, or in
any of the Securities, shall prevent (a) the Company, at any time except under
the
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<PAGE>
conditions described in Section 14.01 or during the pendency of any dissolution
or winding up or total or partial liquidation or reorganization proceedings
therein referred to, from making payments at any time of principal of, premium,
if any, or interest, if any, on Securities or from depositing with the Trustee
or any Paying Agent moneys for such payments, or (b) the application by the
Trustee or any Paying Agent of any moneys deposited with it under this Indenture
to the payment of or on account of the principal of, premium, if any, or
interest, if any, on the Securities to the Holders of the Securities entitled
thereto if such payment would not have been prohibited by the provisions of
Section 14.01 on the date such moneys were so deposited.
Notwithstanding the provisions of Section 14.01 or any other provision of
this Indenture, the Trustee and any Paying Agent shall not be charged with
knowledge of the existence of any Senior Debt or Subordinated Debt or of any
facts which would prohibit the making of any payment of moneys to or by the
Trustee or such Paying Agent, unless and until the Trustee or such Paying Agent
shall have received written notice thereof from the Company or from a holder of
such Senior Debt or Subordinated Debt; and, prior to the receipt of any such
written notice, the Trustee shall be entitled in all respects to assume that no
such facts exist. However, if prior to one business day before the date upon
which by the terms hereof any such moneys may become payable for any purpose
(including, without limitation, the payment of the principal of, premium, if
any, or interest, if any, on any Security) the Trustee or such Paying Agent
shall not have received with respect to such moneys the notice provided for in
this Section 14.02, then, anything herein contained to the contrary
notwithstanding, the Trustee and such Paying Agent shall have full power and
authority to receive such moneys and apply the same to the purpose for which
they were received, and shall not be affected by any notice to the contrary
which may be received after such date.
Section 14.03. Rights of the Holders of Senior Debt and Subordinated Debt
Not to be Impaired.
Neither the Trustee nor any Paying Agent shall be deemed to owe any
fiduciary duty to the holders of Senior Debt or Subordinated Debt, and neither
shall be liable to any such holders if it shall mistakenly pay over or
distribute to or on behalf of Holders of the Securities or the Company moneys or
assets to which any holders of Senior Debt and Subordinated Debt shall be
entitled by virtue of this Article XIV.
The Trustee shall be entitled to all the rights set forth in this Article
XIV with respect to any Senior Debt which may at any time be held by it, to the
same extent as any other holder of Senior Debt and Subordinated Debt, and
nothing in Section 8.13, or elsewhere in this Indenture, shall deprive the
Trustee of any of its rights as such holder.
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<PAGE>
Any distributions to be made by the Trustee to the holders of Senior Debt
in accordance with this Article XIV may be made to any Trustee or other
representatives of such Holder.
Section 14.04. Authorization to Trustee to Take Action to Effectuate
Subordination.
Each Holder of a Security by his acceptance thereof authorizes and directs
the Trustee in his behalf to take such action as may be necessary or appropriate
to effectuate the subordination as provided in this Article XIV and appoints the
Trustee his attorney in fact for any and all such purposes.
[SIGNATURE PAGE FOLLOWS]
12
<PAGE>
IN WITNESS WHEREOF, HELLER FINANCIAL, INC. has caused this Indenture to be
signed in its corporate name by its authorized officer, and its corporate seal
to be affixed hereto, and the same to be attested by the signature of its
Secretary or an Assistant Secretary, and SHAWMUT BANK CONNECTICUT, NATIONAL
ASSOCIATION, in evidence of its acceptance of the trust hereby created, has
caused this Indenture to be signed in its corporate name by one of its
Authorized Officers, and its corporate seal to be affixed hereto, and the same
to be attested by one of its Assistant Secretaries, as of the day and year first
above written.
HELLER FINANCIAL, INC.
By: ____________________________________
Title: _________________________________
[SEAL]
Attest:
___________________________________
SHAWMUT BANK CONNECTICUT, NATIONAL
ASSOCIATION
By: ____________________________________
Title: _________________________________
[SEAL]
Attest:
___________________________________
13
<PAGE>
STATE OF ILLINOIS )
) ss:
COUNTY OF COOK )
On the _____ day of __________________, 1995, before me personally came
___________________________ to me known, who, being by me duly sworn, did depose
and say that he is an authorized officer of HELLER FINANCIAL, INC., one of the
corporations described in and which executed the above instrument; that he knows
the seal of such corporation; that the seal affixed to such instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
such corporation; and that he signed his name thereto by like authority.
________________________________________
[SEAL]
STATE OF ____________________ )
) ss:
COUNTY OF ___________________ )
On the _____ day of __________________, 1995, before me personally came
__________________________ to me known, who, being by me duly sworn, did depose
and say that he is an Authorized Officer of SHAWMUT BANK CONNECTICUT, NATIONAL
ASSOCIATION, one of the corporations described in and which executed the above
instrument; that he knows the seal of such corporation; that the seal affixed to
such instrument is such corporate seal; that it was so affixed by authority of
the Board of Directors of such corporation; and that he signed his name thereto
by like authority.
________________________________________
[SEAL]
14
<PAGE>
Exhibit 4(e)
===============================================================================
HELLER FINANCIAL, INC.
AND
_______________________,
Trustee
________
INDENTURE
_________
Dated as of _____________, 1995
_________
Senior Securities
===============================================================================
<PAGE>
INDENTURE dated as of __________________ between HELLER FINANCIAL, INC., a
Delaware corporation (the "Company"), and ________________________ (the
"Trustee").
PRELIMINARY STATEMENTS
A. The Company is authorized to borrow money for its corporate purposes and
to issue non-convertible debentures, notes and other debt obligations therefor;
and for its corporate purposes, the Company has determined to make and issue its
non-convertible debentures, notes and other debt obligations to be issued in one
or more series (the "Securities"), as hereinafter provided, up to such principal
amount or amounts as may from time to time be authorized by or pursuant to the
authority granted in one or more resolutions of the Board of Directors.
B. All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.
In consideration of the above statements, and other good and valuable
consideration the receipt and adequacy of which is hereby acknowledged, the
parties agree that all the Securities are to be executed, authenticated and
delivered subject to the further covenants and conditions hereinafter set forth;
and the Company, for itself and its successors, does hereby covenant and agree
to and with the Trustee and its successors in such trust, for the benefit of
those who shall hold the Securities, or any of them, as follows:
TERMS AND CONDITIONS
1. Incorporation by Reference.
Articles I through XIII of the Heller Financial, Inc. Standard Multiple-
Series Indenture Provisions, dated and filed with the Securities and Exchange
Commission on February 5, 1987 (the "Standard Provisions"), are hereby
incorporated herein by reference with the same force and effect as though fully
set forth herein. To the extent that the terms set forth in Sections 2 and 3 of
this Indenture are inconsistent with the terms of the Standard Provisions, the
terms set forth in Section 2 shall apply.
2. Amendments to the Standard Provisions.
A. The Standard Provisions as incorporated herein are hereby amended
as follows:
<PAGE>
B. Section 1.01 is amended to add new defined terms thereto or
to amend existing defined terms, and all definitions set forth below, to the
extent they are inconsistent with the meanings ascribed to them in the Standard
Provisions, control, as though they were fully set forth in the Standard
Provisions, in the appropriate alphabetical sequence, as follows:
"Conversion Event" means the cessation of (i) a Foreign Currency to be used
both by the government of the country which issued such currency and for
the settlement of transactions by public institutions of or within the
international banking community, (ii) the ECU to be used both within the
European Monetary System and for the settlement of transactions by public
institutions of or within the European Communities, (iii) any currency unit
other than the ECU to be used for the purposes for which it was
established, or (iv) the availability of a currency due to the imposition
of exchange controls or other circumstances beyond the Company's control.
"Depositary" means, unless otherwise specified by the Company pursuant to
either Section 2.03 or 3.01, with respect to Securities of any series
issuable or issued as a Global Security, The Depository Trust Company, New
York, New York, or any successor thereto registered under the Securities
and Exchange Act of 1934, as amended, or other applicable statute or
regulation.
"Exchange Rate Agent" means the New York banking corporation, if any, from
time to time selected by the Company for purposes of Section 3.12, which,
initially, shall be The Fuji Bank and Trust Company.
"Global Security" means with respect to any series of Securities issued
hereunder, a Security which is executed by the Company and authenticated
and delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction, all in accordance with this Indenture and an
indenture supplemental hereto, if any, or Board Resolution and pursuant to
a Company Order, which shall be registered in the name of the Depositary or
its nominee and which shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, all of the Outstanding
Securities of such series or any portion thereof, in either case having the
same terms, including, without limitation, the same issue date, date or
dates on which principal is due, and interest rate or method of determining
interest.
"Market Exchange Rate" means (i) for any conversion involving a currency
unit on the one hand and Dollars or any Foreign Currency on the other, the
exchange rate between the relevant currency unit and Dollars or such
Foreign Currency calculated by the method specified pursuant to Section
3.01 for the Securities of the relevant series, (ii) for any conversion of
Dollars into
2
<PAGE>
any Foreign Currency, the noon (New York City time) buying rate for such
Foreign Currency for cable transfers quoted in New York City as certified
for customs purposes by the Federal Reserve Bank of New York and (iii) for
any conversion of one Foreign Currency into Dollars or another Foreign
Currency, the highest firm bid quotation for Dollars received by the
Exchange Rate Agent at approximately 11:00 a.m. New York City time, on the
second Business Day preceding the applicable payment date (or if no such
rate is quoted on such date, the last date on which such rate was quoted),
from three recognized foreign exchange dealers in The City of New York
selected by the Exchange Rate Agent and approved by the Company (one of
which may be the Exchange Rate Agent) In the event of the unavailability of
any of the exchange rates provided for in the foregoing clauses (i), (ii),
and (iii), payments shall be made in the Foreign Currency which is to be
converted, unless such Foreign Currency is unavailable due to the
imposition of exchange controls or to other circumstances beyond the
Company's control, in which case payment shall be made in Dollars on the
basis of the most recently available Market Exchange Rate or as otherwise
indicated in a pricing supplement to a prospectus describing the
Securities. Unless otherwise specified by the Exchange Rate Agent, if any,
or if there shall not be an Exchange Rate Agent, then by the Trustee, if
there is more than one market for dealing in any currency or currency unit
by reason of foreign exchange regulations or otherwise, the market to be
used in respect of such currency or currency unit shall be that upon which
a nonresident issuer of securities designated in such currency or currency
unit would purchase such currency or currency unit in order to make
Payments in respect of such securities.
C. Section 1.01 is amended to delete the term "Currency Determination
Agent" and all references to the term Currency Determination Agent in the
Indenture shall be replaced with references to the Exchange Rate Agent, and all
sections with such references are hereby amended and restated as though fully
set forth herein.
D. Section 2.01 is amended to add the words "or forms" after the word
"form" in the first sentence of such Section.
E. Article Two is amended to add a new Section 2.03, which reads in
its entirety as follows:
Section 2.03 Securities Issuable in the Form of a Global Security.
(a) If the Company shall establish pursuant to Section 3.01 that the
Securities of a particular series are to be issued in whole or in part in
the form of one or more Global Securities, then the Company shall execute
and the Trustee shall, in accordance with Section 3.03 and the Company
Order delivered to
3
<PAGE>
the Trustee thereunder, authenticate and deliver, such Global Security or
Securities, which (i) shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, the Outstanding
Securities of such series to be represented by such Global Security or
Securities, (ii) shall be registered in the name of the Depositary for such
Global Security or Securities or its nominee, (iii) shall be delivered by
the Trustee to the Depositary or pursuant to the Depositary's instruction
and (iv) shall bear a legend substantially to the following effect: "Unless
and until it is exchanged in whole or in part for the individual Securities
represented hereby, this Global Security 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.
(b) Notwithstanding any other provision of this Section 2.03 or of
Section 3.05, subject to the provisions of paragraph (c) below, unless the
terms of a Global Security expressly permit such Global Security to be
exchanged in whole or in part for individual securities, a Global Security
may be transferred, in whole but not in part and in the manner provided in
Section 3.05, only to a nominee of the Depositary for such Global Security,
or to the Depositary, or a successor Depositary for such Global Security
selected or approved by the Company, or to a nominee of such successor
Depositary.
(c) (i) If at any time the Depositary for a Global Security notifies
the Company that it is unwilling or unable to continue as Depositary for
such Global Security or if at any time the Depositary for the Securities
for such series shall no longer be eligible or in good standing under the
Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation, the Company shall appoint a Depositary with respect to such
Global Security. If a successor Depositary for such Global Security is not
appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility, the Company will execute,
and the Trustee, upon receipt of a Company Order for the authentication and
delivery of individual Securities of such series in exchange for such
Global Security, will authenticate and deliver individual Securities of
such series of like tenor and terms in definitive form in an aggregate
principal amount equal to the principal amount of the Global Security in
exchange for such Global Security.
(ii) The Company may at any time and in its sole discretion determine
that the Securities of any series issued or issuable in the form of one or
more Global Securities shall no longer be represented by such Global
Security or Securities. In such event the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and
delivery
4
<PAGE>
of individual Securities of such series in exchange in whole or in part for
such Global Security, will authenticate and deliver individual Securities
of such series of like tenor and terms in definitive form in an aggregate
principal amount equal to the principal amount of such Global Security or
Securities representing such series in exchange for such Global Security or
Securities.
(iii) If specified by the Company pursuant to Section 3.01 with
respect to Securities issued or issuable in the form of a Global Security,
the Depositary for such Global Security may surrender such Global Security
in exchange in whole or in part for individual securities or such series of
like tenor and terms in definitive form on such terms as are acceptable to
the Company and such Depositary. Thereupon the Company shall execute, and
the Trustee shall authenticate and deliver, without service charge, (l) to
each Person specified by such Depositary a new Security or Securities of
the same series of like tenor and terms and of any authorized denomination
as requested by such Person in aggregate principal amount equal to and in
exchange for such Person's beneficial interest in the Global Security; and
(2) to such Depositary a new Global Security of like tenor and terms and in
an authorized denomination equal to the difference, if any, between the
principal amount of the surrendered Global Security and the aggregate
principal amount of Securities delivered to Holders thereof.
(iv) In any exchange provided for in any of the preceding three
paragraphs, the Company will execute and the Trustee will authenticate and
deliver individual Securities in definitive registered form in authorized
denominations. Upon the exchange of a Global Security for individual
Securities, such Global Security shall be canceled by the Trustee.
Securities issued in exchange for a Global Security pursuant to this
Section shall be registered in such names and in such authorized
denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the
persons in whose names such Securities are so registered.
F. Section 3.01 is amended to (i) add Section 2.03 to the sections
referred to in the parenthetical exception to paragraph (b) of Section 3.01,
(ii) redesignate paragraphs (q), (r), (s), (t), (u) and (v) as paragraphs (r),
(s), (t), (u), (v) and (w), respectively, and (iii) add new paragraph (q) as
follows:
(q) whether the Securities of the series shall be issued in whole or
in part in the form of a Global Security or Securities; the terms and
conditions, if any, upon which such Global Security or Securities may be
exchanged in whole or in part for other individual Securities; and the
Depositary for such Global Security or Securities; and
5
<PAGE>
G. The second paragraph following paragraph (d) (vi) of Section 3.03
is amended and restated to read as follows:
If all the Securities of any one series are not to be issued at one
time (i) the Trustee shall be entitled to assume that, at the time of the
issuance of such Securities, the terms of such Securities do not violate
any applicable law or agreement then binding on the Company, and (ii) it
shall not be necessary to deliver a Board Resolution, an executed
supplemental indenture, if any, an Officer's Certificate or an Opinion of
Counsel at the time of issuance of each Security, but such Board
Resolution, supplemental indenture, if any, Officer's Certificate and
Opinion of Counsel shall be delivered at or prior to the time of issuance
of the first Security of such series and the Trustee lay conclusively rely
on such documents as to the matters covered thereby until revoked by
superseding comparable documents delivered to it.
H. The first sentence of Section 3.05 is amended and restated to read
as follows:
Subject to Section 2.03, Securities of any series may be
exchanged for a like aggregate principal amount of Securities of the
same series of other authorized denominations of a like Stated Maturity
and with like terms and provisions.
I. The following paragraph is added at the end of Section 3.05:
None of the Company, the Trustee, any Paying Agent or the
Securities Registrar will have any responsibility or liability for any
aspect of the records relating to or payments made on account of
beneficial ownership interests of a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial
ownership interests.
J. Paragraphs (a) and (b) of Section 3.12 are amended and restated to
read as follows:
(a) With respect to Registered Securities of any series not permitting the
election provided for in paragraph (b) below or the Holders of which have not
made the election provided for in paragraph (b) below, the following payment
provision will apply:
(1) Except as provided in paragraph (e) below, payment of the
principal of (and premium, if any) on any Registered Security will be made
at the Place of Payment by delivery of a check of checks in Dollars, unless
any Holder has elected to receive payment in any Foreign Currency, in which
6
<PAGE>
case, payment of the principal of (and premium, if any) on any Registered
Security will be made at the Place of Payment by delivery of a check or
checks in the currency or currency unit in which the Security is payable on
the payment date against surrender of such Registered Security, and any
interest on any Fully Registered Security will be paid at the Place of
Payment by bailing a check or checks in the currency or currency unit in
which such interest is payable to the Person entitled thereto at the
address of such Person appearing on the Securities Register.
(2) Payment of the principal of (and premium, if any) and (with-
respect to Fully Registered Securities only) interest on such Security may
also, subject to applicable laws and regulations, be made at such other
place or places as may be designated by the Company by any appropriate
method and in such other manner as may be agreed by the Company and any
Holder.
(b) It may be provided pursuant to Section 3.01 with respect to the
Registered Securities of any series that Holders shall have the option, subject
to paragraphs (e) and (f) below, to receive payments of principal of (and
premium, if any) and (with respect to Fully Registered Securities only)
interest, if any, on such Security in any of the currencies or currency units
which may be designated for such election by delivering to the Paying Agent a
written election, to be in form and substance satisfactory to the Paying Agent
on or prior to the applicable record date or at least 15 calendar days prior to
maturity, as the case may be. If a Holder so elects to receive such payments in
any such currency or currency unit, such election will remain in effect for such
Holder until changed by such Holder by delivery of a written notice to the
Paying Agent but the Paying Agent must receive written notice of any change on
or prior to the applicable record date or at least 15 calendar days prior to
maturity, as the case may be, to be effective for the payment to be made on such
payment date and no such change or election may be made with respect to payments
to be made on any Security of such series with respect to which notice of
redemption has been given by the Company pursuant to Article IV). Any Holder of
any such Security who shall not have delivered any such election to the Paying
Agent not later than the close of business on the applicable Election Date will
be paid the amount due on the applicable payment date in the relevant currency
or currency unit as provided in paragraph (a) of this Section 3.12. Payment of
principal of (and premium, if any) and (with respect to Fully Registered
Securities only) interest, if any, on such Security shall be made at the Place
of Payment by mailing at such location a check, in the applicable currency or
currency unit to the Person entitled thereto at the address of such Person
appearing on the Securities Register. Payment of the principal of, premium, if
any, and (with respect to Fully Registered Securities only) interest, if any, on
such Security may also, subject to applicable laws and regulations, be made at
such other place or places as may be designated by the Company by any
appropriate method.
7
<PAGE>
K. Paragraph (d) of Section 3.12 is amended and restated to read as
follows:
(d) Not later than the fourth Business Day after the Election Date for
each payment date, the Paying Agent will deliver to the Company a written notice
specifying, in the currency or currency unit in which each series of the
Securities are payable, the respective aggregate amounts of principal of (and
premium, if any) and interest, if any, on the Securities to be made on such
payment date, specifying the amounts so payable in respect of Fully Registered
Securities, Registered Securities with Coupons and Unregistered Securities and
in respect of the Registered Securities as to which the Holders of Securities
denominated in any currency or currency unit shall have elected to be paid in
another currency or currency unit as provided in paragraph (b) above. If the
election referred to in paragraph (b) above has been provided for pursuant to
Section 3.01 and if at least one Holder has made such election, then, on the
second Business day preceding each payment date the Company will deliver to the
Paying Agent an Exchange Rate Officer's Certificate in respect of the Dollar,
Foreign Currency or currency unit payments to be made on such payment date. The
Dollar, Foreign Currency or currency unit amount receivable by Holders of
Registered Securities who have elected payment in a currency or currency unit as
provided in paragraph (b) above shall be determined by the Company on the basis
of the applicable Market Exchange Rate in effect on the second Business Day (the
"Valuation Date") immediately preceding each payment date.
L. Paragraph (g) of Section 3.12 is amended and restated to read as
follows:
(g) The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Exchange Rate Agent, if any, or, if there shall not be an
Exchange Rate Agent, then by the Trustee, on the basis of the most recently
available Market Exchange Rate, or as otherwise indicated in a pricing
supplement to a prospectus describing the Securities.
M. The first sentence of Section 8.14 is amended and restated to read
as follows:
The Trustee may appoint an Authenticating Agent for each series of
Securities, which shall be acceptable to the Company, to act on behalf of such
Trustee, and subject to its direction in the authentication and delivery of the
Securities of such series issued upon original issuance, exchange, registration
of transfer or partial redemption thereof or pursuant to Section 3.06.
8
<PAGE>
N. Section 3.10 is amended and restated to read as follows:
All Securities surrendered for the purpose of payment, redemption,
repayment, purchase, exchange or registration of transfer or for credit against
any sinking fund shall, if surrendered to the Company or any Paying Agent or any
Securities Registrar, be surrendered to the Securities Registrar and promptly
canceled by it, or, if surrendered to the Securities Registrar, shall be
promptly canceled by it, and no Securities or Coupons shall be issued in lieu
thereof except as expressly permitted by this Indenture. The Securities
Registrar shall destroy canceled Securities and Coupons in accordance with a
Company Order and deliver a certificate of such destruction to the Company
unless, by a Company Order, the Company directs that such canceled Securities
and Coupons be returned to the Company.
3. Additional Provision.
The following provision, which constitutes part of this Indenture, is
numbered to conform with the format of the Standard Provisions:
Section 8.15. Other Matters Concerning the Trustee.
At the date of this Indenture, the Corporate Trust Office of the Trustee is
located at ______________________________.
9
<PAGE>
IN WITNESS WHEREOF, HELLER FINANCIAL, INC. has caused this Indenture to be
signed in its corporate name by its authorized officer, and its corporate seal
to be affixed hereto, and the same to be attested by the signature of its
Secretary or an Assistant Secretary, and _________________, in evidence of its
acceptance of the trust hereby created, has caused this Indenture to be signed
in its corporate name by one of its Authorized Officers, and its corporate seal
to be affixed hereto, and the same to be attested by one of its Assistant
Secretaries, as of the day and year first above written.
HELLER FINANCIAL, INC.
By:__________________________________
Title:_______________________________
[SEAL]
Attest:
_____________________________
_____________________________________
By:__________________________________
Title:_______________________________
[SEAL]
Attest:
_______________________________
10
<PAGE>
STATE OF ILLINOIS )
) ss:
COUNTY OF COOK )
On the ____ day of ______, 1991, before me personally came
___________________________ to me known, who, being by me duly sworn, did depose
and say that he is an authorized officer of HELLER FINANCIAL, INC., one of the
corporations described in and which executed the above instrument; that he knows
the seal of such corporation; that the seal affixed to such instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
such corporation; and that he signed his name thereto by like authority.
___________________________________
[SEAL]
STATE OF______________________)
) ss:
COUNTY OF_____________________)
On the ___ day of _______, 1991, before me personally came
___________________________ to me known, who, being by me duly sworn, did depose
and say that he is an Authorized Officer of ____________________, one of the
corporations described in and which executed the above instrument; that he knows
the seal of such corporation; that the seal affixed to such instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
such corporation; and that he signed his name thereto by like authority.
___________________________________
[SEAL]
11
<PAGE>
Exhibit 4(f)
================================================================================
HELLER FINANCIAL, INC.
AND
__________________,
Trustee
_________
INDENTURE
_________
Dated as of ____________, 1995
_________
Subordinated Securities
===============================================================================
<PAGE>
INDENTURE dated as of ____________, 19__ between HELLER FINANCIAL, INC., a
Delaware corporation (the "Company"), and _________________________ (the
"Trustee").
PRELIMINARY STATEMENTS
A. The Company is authorized to borrow money for its corporate purposes
and to issue non-convertible debentures, notes and other debt obligations
therefor; and for its corporate purposes, the Company has determined to make and
issue its non-convertible debentures, notes and other debt obligations to be
issued in one or more series (the "Securities"), as hereinafter provided, up to
such principal amount or amounts as may from time to time be authorized by or
pursuant to the authority granted in one or more resolutions of the Board of
Directors.
B. All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.
In consideration of the above statements, and other good and valuable
consideration the receipt and adequacy of which is hereby acknowledged, the
parties agree that all the Securities are to be executed, authenticated and
delivered subject to the further covenants and conditions hereinafter set forth;
and the Company, for itself and its successors, does hereby covenant and agree
to and with the Trustee and its successors in such trust, for the benefit of
those who shall hold the Securities, or any of them, as follows:
TERMS AND CONDITIONS
1. Incorporation by Reference.
Articles I through XIII of the Heller Financial, Inc. Standard Multiple-
Series Indenture Provisions, dated and filed with the Securities and Exchange
Commission on February 5, 1987 (the "Standard Provisions"), are hereby
incorporated herein by reference with the same force and effect as though fully
set forth herein. To the extent that the terms set forth in Sections 2 and 3 of
this Indenture are inconsistent with the terms of the Standard Provisions, the
terms set forth in Section 2 shall apply.
2. Amendments to the Standard Provisions
A. The Standard Provisions as incorporated herein are
hereby amended as follows:
<PAGE>
B. Section 1.01 is amended to add new defined terms thereto or
to amend existing defined terms, and all definitions set forth below, to the
extent they are inconsistent with the meanings ascribed to them in the Standard
Provisions, control, as though they were fully set forth in the Standard
Provisions, in the appropriate alphabetical sequence, as follows:
"Conversion Event" means the cessation of (i) a Foreign Currency to be used
both by the government of the country which issued such currency and for
the settlement of transactions by public institutions of or within the
international banking community, (ii) the ECU to be used both within the
European Monetary System and for the settlement of transactions by public
institutions of or within the European Communities, (iii) any currency unit
other than the ECU to be used for the purposes for which it was
established, or (iv) the availability of a currency due to the imposition
of exchange controls or other circumstances beyond the Company's control.
"Depositary" means, unless otherwise specified by the Company pursuant
to either Section 2.03 or 3.01, with respect to Securities of any series
issuable or issued as a Global Security, The Depository Trust Company, New
York, New York, or any successor thereto registered under the Securities
and Exchange Act of 1934, as amended, or other applicable statute or
regulation.
"Exchange Rate Agent" means the New York banking corporation, if any,
from time to time selected by the Company for purposes of Section 3.12,
which, initially, shall be The Fuji Bank and Trust Company.
"Global Security" means with respect to any series of Securities
issued hereunder, a Security which is executed by the Company and
authenticated and delivered by the Trustee to the Depositary or pursuant to
the Depositary's instruction, all in accordance with this Indenture and an
indenture supplemental hereto, if any, or Board Resolution and pursuant to
a Company Order, which shall be registered in the name of the Depositary or
its nominee and which shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, all of the Outstanding
Securities of such series or any portion thereof, in either case having the
same terms, including, without limitation, the same issue date, date or
dates on which principal is due, and interest rate or method of determining
interest.
"Market Exchange Rate" means (i) for any conversion involving a currency
unit on the one hand and Dollars or any Foreign Currency on the other, the
exchange rate between the relevant currency unit and Dollars or such
Foreign Currency calculated by the method specified pursuant to Section
3.01 for the Securities of the relevant series, (ii) for any conversion of
Dollars into
2
<PAGE>
any Foreign Currency, the noon (New York City time) buying rate for such
Foreign Currency for cable transfers quoted in New York City as certified
for customs purposes by the Federal Reserve Bank of New York and (iii) for
any conversion of one Foreign Currency into Dollars or another Foreign
Currency, the highest firm bid quotation for Dollars received by the
Exchange Rate Agent at approximately 11:00 a.m. New York City time, on the
second Business Day preceding the applicable payment date (or if no such
rate is quoted on such date, the last date on which such rate was quoted),
from three recognized foreign exchange dealers in The City of New York
selected by the Exchange Rate Agent and approved by the Company (one of
which may be the Exchange Rate Agent) In the event of the unavailability of
any of the exchange rates provided for in the foregoing clauses (i), (ii),
and (iii), payments shall be made in the Foreign Currency which is to be
converted, unless such Foreign Currency is unavailable due to the
imposition of exchange controls or to other circumstances beyond the
Company's control, in which case payment shall be made in Dollars on the
basis of the most recently available Market Exchange Rate or as otherwise
indicated in a pricing supplement to a prospectus describing the
Securities. Unless otherwise specified by the Exchange Rate Agent, if any,
or if there shall not be an Exchange Rate Agent, then by the Trustee, if
there is more than one market for dealing in any currency or currency unit
by reason of foreign exchange regulations or otherwise, the market to be
used in respect of such currency or currency unit shall be that upon which
a nonresident issuer of securities designated in such currency or currency
unit would purchase such currency or currency unit in order to make
Payments in respect of such securities.
C. Section 1.01 is amended to delete the term "Currency
Determination Agent" and all references to the term Currency Determination Agent
in the Indenture shall be replaced with references to the Exchange Rate Agent,
and all sections with such references are hereby amended and restated as though
fully set forth herein.
D. Section 2.01 is amended to add the words "or forms" after the word
"form" in the first sentence of such Section.
E. Article Two is amended to add a new Section 2.03, which reads in
its entirety as follows:
Section 2.03 Securities Issuable in the Form of a Global Security. (a)
If the Company shall establish pursuant to Section 3.01 that the Securities
of a particular series are to be issued in whole or in part in the form of
one or more Global Securities, then the Company shall execute and the
Trustee shall, in accordance with Section 3.03 and the Company Order
delivered to
3
<PAGE>
the Trustee thereunder, authenticate and deliver, such Global Security or
Securities, which (i) shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, the Outstanding
Securities of such series to be represented by such Global Security or
Securities, (ii) shall be registered in the name of the Depositary for such
Global Security or Securities or its nominee, (iii) shall be delivered by
the Trustee to the Depositary or pursuant to the Depositary's instruction
and (iv) shall bear a legend substantially to the following effect: "Unless
and until it is exchanged in whole or in part for the individual Securities
represented hereby, this Global Security 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.
(b) Notwithstanding any other provision of this Section 2.03 or of
Section 3.05, subject to the provisions of paragraph (c) below, unless the
terms of a Global Security expressly permit such Global Security to be
exchanged in whole or in part for individual securities, a Global Security
may be transferred, in whole but not in part and in the manner provided in
Section 3.05, only to a nominee of the Depositary for such Global Security,
or to the Depositary, or a successor Depositary for such Global Security
selected or approved by the Company, or to a nominee of such successor
Depositary.
(c) (i) If at any time the Depositary for a Global Security notifies
the Company that it is unwilling or unable to continue as Depositary for
such Global Security or if at any time the Depositary for the Securities
for such series shall no longer be eligible or in good standing under the
Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation, the Company shall appoint a Depositary with respect to such
Global Security. If a successor Depositary for such Global Security is not
appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility, the Company will execute,
and the Trustee, upon receipt of a Company Order for the authentication and
delivery of individual Securities of such series in exchange for such
Global Security, will authenticate and deliver individual Securities of
such series of like tenor and terms in definitive form in an aggregate
principal amount equal to the principal amount of the Global Security in
exchange for such Global Security.
(ii) The Company may at any time and in its sole discretion determine
that the Securities of any series issued or issuable in the form of one or
more Global Securities shall no longer be represented by such Global
Security or Securities. In such event the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and
delivery
4
<PAGE>
of individual Securities of such series in exchange in whole or in part for
such Global Security, will authenticate and deliver individual Securities
of such series of like tenor and terms in definitive form in an aggregate
principal amount equal to the principal amount of such Global Security or
Securities representing such series in exchange for such Global Security or
Securities.
(iii) If specified by the Company pursuant to Section 3.01 with
respect to Securities issued or issuable in the form of a Global Security,
the Depositary for such Global Security may surrender such Global Security
in exchange in whole or in part for individual securities or such series of
like tenor and terms in definitive form on such terms as are acceptable to
the Company and such Depositary. Thereupon the Company shall execute, and
the Trustee shall authenticate and deliver, without service charge, (l) to
each Person specified by such Depositary a new Security or Securities of
the same series of like tenor and terms and of any authorized denomination
as requested by such Person in aggregate principal amount equal to and in
exchange for such Person's beneficial interest in the Global Security; and
(2) to such Depositary a new Global Security of like tenor and terms and in
an authorized denomination equal to the difference, if any, between the
principal amount of the surrendered Global Security and the aggregate
principal amount of Securities delivered to Holders thereof.
(iv) In any exchange provided for in any of the preceding three
paragraphs, the Company will execute and the Trustee will authenticate and
deliver individual Securities in definitive registered form in authorized
denominations. Upon the exchange of a Global Security for individual
Securities, such Global Security shall be canceled by the Trustee.
Securities issued in exchange for a Global Security pursuant to this
Section shall be registered in such names and in such authorized
denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the
persons in whose names such Securities are so registered.
F. Section 3.01 is amended to (i) add Section 2.03 to the sections
referred to in the parenthetical exception to paragraph (b) of Section 3.01,
(ii) redesignate paragraphs (q), (r), (s), (t), (u) and (v) as paragraphs (r),
(s), (t), (u), (v) and (w), respectively, and (iii) add new paragraph (q) as
follows:
(q) whether the Securities of the series shall be issued in whole or
in part in the form of a Global Security or Securities; the terms and
conditions, if any, upon which such Global Security or Securities may be
exchanged in whole or in part for other individual Securities; and the
Depositary for such Global Security or Securities; and
5
<PAGE>
G. The second paragraph following paragraph (d) (vi) of Section 3.03
is amended and restated to read as follows:
If all the Securities of any one series are not to be issued at one
time (i) the Trustee shall be entitled to assume that, at the time of the
issuance of such Securities, the terms of such Securities do not violate
any applicable law or agreement then binding on the Company, and (ii) it
shall not be necessary to deliver a Board Resolution, an executed
supplemental indenture, if any, an Officer's Certificate or an Opinion of
Counsel at the time of issuance of each Security, but such Board
Resolution, supplemental indenture, if any, Officer's Certificate and
Opinion of Counsel shall be delivered at or prior to the time of issuance
of the first Security of such series and the Trustee lay conclusively rely
on such documents as to the matters covered thereby until revoked by
superseding comparable documents delivered to it.
H. The first sentence of Section 3.05 is amended and restated to read
as follows:
Subject to Section 2.03, Securities of any series may be exchanged
for a like aggregate principal amount of Securities of the same series of
other authorized denominations of a like Stated Maturity and with like
terms and provisions.
I. The following paragraph is added at the end of Section 3.05:
None of the Company, the Trustee, any Paying Agent or the Securities
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.
J. Paragraphs (a) and (b) of Section 3.12 are amended and restated to
read as follows:
(a) With respect to Registered Securities of any series not permitting the
election provided for in paragraph (b) below or the Holders of which have not
made the election provided for in paragraph (b) below, the following payment
provision will apply:
(1) Except as provided in paragraph (e) below, payment of the
principal of (and premium, if any) on any Registered Security will be made
at the Place of Payment by delivery of a check of checks in Dollars, unless
any Holder has elected to receive payment in any Foreign Currency, in which
case, payment of the principal of (and premium, if any) on any Registered
6
<PAGE>
Security will be made at the Place of Payment by delivery of a check or
checks in the currency or currency unit in which the Security is payable on
the payment date against surrender of such Registered Security, and any
interest on any Fully Registered Security will be paid at the Place of
Payment by bailing a check or checks in the currency or currency unit in
which such interest is payable to the Person entitled thereto at the
address of such Person appearing on the Securities Register.
(2) Payment of the principal of (and premium, if any) and (with-
respect to Fully Registered Securities only) interest on such Security may
also, subject to applicable laws and regulations, be made at such other
place or places as may be designated by the Company by any appropriate
method and in such other manner as may be agreed by the Company and any
Holder.
(b) It may be provided pursuant to Section 3.01 with respect to the
Registered Securities of any series that Holders shall have the option, subject
to paragraphs (e) and (f) below, to receive payments of principal of (and
premium, if any) and (with respect to Fully Registered Securities only)
interest, if any, on such Security in any of the currencies or currency units
which may be designated for such election by delivering to the Paying Agent a
written election, to be in form and substance satisfactory to the Paying Agent
on or prior to the applicable record date or at least 15 calendar days prior to
maturity, as the case may be. If a Holder so elects to receive such payments in
any such currency or currency unit, such election will remain in effect for such
Holder until changed by such Holder by delivery of a written notice to the
Paying Agent but the Paying Agent must receive written notice of any change on
or prior to the applicable record date or at least 15 calendar days prior to
maturity, as the case may be, to be effective for the payment to be made on such
payment date and no such change or election may be made with respect to payments
to be made on any Security of such series with respect to which notice of
redemption has been given by the Company pursuant to Article IV). Any Holder of
any such Security who shall not have delivered any such election to the Paying
Agent not later than the close of business on the applicable Election Date will
be paid the amount due on the applicable payment date in the relevant currency
or currency unit as provided in paragraph (a) of this Section 3.12. Payment of
principal of (and premium, if any) and (with respect to Fully Registered
Securities only) interest, if any, on such Security shall be made at the Place
of Payment by mailing at such location a check, in the applicable currency or
currency unit to the Person entitled thereto at the address of such Person
appearing on the Securities Register. Payment of the principal of, premium, if
any, and (with respect to Fully Registered Securities only) interest, if any, on
such Security may also, subject to applicable laws and regulations, be made at
such other place or places as may be designated by the Company by any
appropriate method.
7
<PAGE>
K. Paragraph (d) of Section 3.12 is amended and restated to read as
follows:
(d) Not later than the fourth Business Day after the Election Date for
each payment date, the Paying Agent will deliver to the Company a written notice
specifying, in the currency or currency unit in which each series of the
Securities are payable, the respective aggregate amounts of principal of (and
premium, if any) and interest, if any, on the Securities to be made on such
payment date, specifying the amounts so payable in respect of Fully Registered
Securities, Registered Securities with Coupons and Unregistered Securities and
in respect of the Registered Securities as to which the Holders of Securities
denominated in any currency or currency unit shall have elected to be paid in
another currency or currency unit as provided in paragraph (b) above. If the
election referred to in paragraph (b) above has been provided for pursuant to
Section 3.01 and if at least one Holder has made such election, then, on the
second Business day preceding each payment date the Company will deliver to the
Paying Agent an Exchange Rate Officer's Certificate in respect of the Dollar,
Foreign Currency or currency unit payments to be made on such payment date. The
Dollar, Foreign Currency or currency unit amount receivable by Holders of
Registered Securities who have elected payment in a currency or currency unit as
provided in paragraph (b) above shall be determined by the Company on the basis
of the applicable Market Exchange Rate in effect on the second Business Day (the
"Valuation Date") immediately preceding each payment date.
L. Paragraph (g) of Section 3.12 is amended and restated to read as
follows:
(g) The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Exchange Rate Agent, if any, or, if there shall not be an
Exchange Rate Agent, then by the Trustee, on the basis of the most recently
available Market Exchange Rate, or as otherwise indicated in a pricing
supplement to a prospectus describing the Securities.
M. The first sentence of Section 8.14 is amended and restated to read
as follows:
The Trustee may appoint an Authenticating Agent for each series of
Securities, which shall be acceptable to the Company, to act on behalf of such
Trustee, and subject to its direction in the authentication and delivery of the
Securities of such series issued upon original issuance, exchange, registration
of transfer or partial redemption thereof or pursuant to Section 3.06.
8
<PAGE>
N. Section 3.10 is amended and restated to read as follows:
All Securities surrendered for the purpose of payment, redemption,
repayment, purchase, exchange or registration of transfer or for credit against
any sinking fund shall, if surrendered to the Company or any Paying Agent or any
Securities Registrar, be surrendered to the Securities Registrar and promptly
canceled by it, or, if surrendered to the Securities Registrar, shall be
promptly canceled by it, and no Securities or Coupons shall be issued in lieu
thereof except as expressly permitted by this Indenture. The Securities
Registrar shall destroy canceled Securities and Coupons in accordance with a
Company Order and deliver a certificate of such destruction to the Company
unless, by a Company Order, the Company directs that such canceled Securities
and Coupons be returned to the Company.
3. Additional Provisions.
The following provisions, which constitute part of this Indenture, are
numbered to conform with the format of the Standard Provisions:
a. Section 8.15. Other Matters Concerning the Trustee.
At the date of this Indenture, the Corporate Trust Office of the Trustee is
located at ______________________________.
b. ARTICLE XIV. Subordination of Securities.
Section 14.01 Securities Subordinated to Senior Debt.
Anything in this Indenture or in the Securities to the contrary
notwithstanding, the indebtedness evidenced by the Securities shall be
subordinate and junior in right of payment to the extent and in the manner
hereinafter set forth, to all Senior Debt at any time outstanding: (i) in the
event of any insolvency or bankruptcy proceedings, and any receivership,
liquidation, reorganization or other similar proceedings in connection
therewith, relative to the Company or to its creditors, as such, or to its
property, and in the event of any proceedings for voluntary liquidation,
dissolution or other winding up of the Company, whether or not involving
insolvency or bankruptcy, then the holders of Senior Debt shall be entitled to
receive payment in full of all principal of, premium, if any, and interest, if
any, on all Senior Debt before the Holders of Securities are entitled to receive
any payment on account of principal, premium, if any, and interest, if any, upon
the Securities, and to that end (but subject to the power of a court of
competent jurisdiction to make other equitable provisions reflecting the rights
conferred in this Article XIV and in the Securities upon the Senior Debt and the
holders thereof with respect to the Securities and the Holders thereof by a
lawful plan of reorganization
9
<PAGE>
under applicable bankruptcy law) the holders of Senior Debt shall be entitled to
receive for application in payment thereof any payment or distribution of any
kind or character, whether in cash or property or securities, which may be
payable or deliverable in any such proceedings in respect of the Securities,
except securities which are subordinate and junior to the payment of all Senior
Debt then outstanding; and (ii) if any Security is declared due and payable
before its expressed maturity because of the occurrence of an Event of Default
hereunder (under circumstances when the provisions of the foregoing clause (i)
shall not be applicable), any Holder of the Securities shall be entitled to
payment only after there shall first have been paid in full, on the Senior Debt
outstanding at the time the Securities first so become due and payable because
of such Event of Default, all principal, premium, if any, and interest, if any,
becoming due and payable, by acceleration or otherwise, on such Senior Debt
within one year after such Securities so become due and payable. No present or
future holder of Senior Debt shall be prejudiced in his right to enforce
subordination of the Securities by any act or failure to act on the part of the
Company. The provisions of this paragraph are solely for the purpose of defining
the relative rights of the holders of Senior Debt on the one hand, and the
Holders of the Securities on the other hand, and nothing herein shall impair, as
between the Company and the Holder of any Security, the obligation of the
Company, which is unconditional and absolute, to pay to the Holder thereof the
principal, premium, if any, and interest, if any, thereon in accordance with its
terms, nor shall anything herein prevent the Trustee or the Holder of a Security
from exercising all remedies otherwise permitted by applicable law or hereunder
upon default hereunder, subject to the rights, if any, under this paragraph, of
holders of Senior Debt to receive cash, property or securities otherwise payable
or deliverable to Holders of the Securities.
The Company agrees, for the benefit of the holders of Senior Debt, that if
any Security becomes due and payable before its expressed maturity because of
the occurrence of a default hereunder (a) the Company will give prompt notice in
writing of such happening to the holders of record of Senior Debt and (b) all
Senior Debt shall forthwith become immediately due and payable upon demand made
prior to the curing of any such default, regardless of the expressed maturity
thereof.
Section 14.02. Securities May be Paid Prior to Dissolution, etc.
Nothing contained in this Article XIV or elsewhere in this Indenture, or in
any of the Securities, shall prevent (a) the Company, at any time except under
the conditions described in Section 14.01 or during the pendency of any
dissolution or winding up or total or partial liquidation or reorganization
proceedings therein referred to, from making payments at any time of principal
of, premium, if any, or interest, if any, on Securities or from depositing with
the Trustee or any Paying Agent moneys for such payments, or (b) the application
by the Trustee or any Paying Agent of any moneys deposited with it under this
Indenture to the payment
10
<PAGE>
of or on account of the principal of, premium, if any, or interest, if any, on
the Securities to the Holders of the Securities entitled thereto if such payment
would not have been prohibited by the provisions of Section 14.01 on the date
such moneys were so deposited.
Notwithstanding the provisions of Section 14.01 or any other provision of
this Indenture, the Trustee and any Paying Agent shall not be charged with
knowledge of the existence of any Senior Debt or of any facts which would
prohibit the making of any payment of moneys to or by the Trustee or such Paying
Agent, unless and until the Trustee or such Paying Agent shall have received
written notice thereof from the Company or from a holder of such Senior Debt;
and, prior to the receipt of any such written notice, the Trustee shall be
entitled in all respects to assume that no such facts exist. However, if prior
to one business day before the date upon which by the terms hereof any such
moneys may become payable for any purpose (including, without limitation, the
payment of the principal of, premium, if any, or interest, if any, on any
Security) the Trustee or such Paying Agent shall not have received with respect
to such moneys the notice provided for in this Section 14.02, then, anything
herein contained to the contrary notwithstanding, the Trustee and such Paying
Agent shall have full power and authority to receive such moneys and apply the
same to the purpose for which they were received, and shall not be affected by
any notice to the contrary which may be received after such date.
Section 14.03. Rights of the Holders of Senior Debt Not to be Impaired.
Neither the Trustee nor any Paying Agent shall be deemed to owe any
fiduciary duty to the holders of Senior Debt, and neither shall be liable to any
such holders if it shall mistakenly pay over or distribute to or on behalf of
Holders of the Securities or the Company moneys or assets to which any holders
of Senior Debt shall be entitled by virtue of this Article XIV.
The Trustee shall be entitled to all the rights set forth in this Article
XIV with respect to any Senior Debt which may at any time be held by it, to the
same extent as any other holder of Senior Debt, and nothing in Section 8.13, or
elsewhere in this Indenture, shall deprive the Trustee of any of its rights as
such holder.
Any distributions to be made by the Trustee to the holders of Senior Debt
in accordance with this Article XIV may be made to any Trustee or other
representatives of such Holder.
Section 14.04. Authorization to Trustee to Take Action to Effectuate
Subordination.
Each Holder of a Security by his acceptance thereof authorizes and directs
the Trustee in his behalf to take such action as may be necessary or appropriate
to
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<PAGE>
effectuate the subordination as provided in this Article XIV and appoints the
Trustee his attorney in fact for any and all such purposes.
[SIGNATURE PAGE FOLLOWS]
12
<PAGE>
IN WITNESS WHEREOF, HELLER FINANCIAL, INC. has caused this Indenture to be
signed in its corporate name by its authorized officer, and its corporate seal
to be affixed hereto, and the same to be attested by the signature of its
Secretary or an Assistant Secretary, and _____________, in evidence of its
acceptance of the trust hereby created, has caused this Indenture to be signed
in its corporate name by one of its Authorized Officers, and its corporate seal
to be affixed hereto, and the same to be attested by one of its Assistant
Secretaries, as of the day and year first above written.
HELLER FINANCIAL, INC.
By:____________________________________
Title:_________________________________
[SEAL]
Attest:
____________________________________
________________________________________
By:_____________________________________
Title:__________________________________
[SEAL]
Attest:
____________________________________
13
<PAGE>
STATE OF ILLINOIS )
) ss:
COUNTY OF COOK )
On the __ day of ________, 1991, before me personally came
___________________________ to me known, who, being by me duly sworn, did depose
and say that he is an authorized officer of HELLER FINANCIAL, INC., one of the
corporations described in and which executed the above instrument; that he knows
the seal of such corporation; that the seal affixed to such instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
such corporation; and that he signed his name thereto by like authority.
_________________________________________
[SEAL]
STATE OF______________________)
) ss:
COUNTY OF_____________________)
On the __ day of ________, 1991, before me personally came
__________________________ to me known, who, being by me duly sworn, did depose
and say that he is an Authorized Officer of __________________, one of the
corporations described in and which executed the above instrument; that he knows
the seal of such corporation; that the seal affixed to such instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
such corporation; and that he signed his name thereto by like authority.
_________________________________________
[SEAL]
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<PAGE>
Exhibit 4(g)
===============================================================================
HELLER FINANCIAL, INC.
AND
___________________,
Trustee
_________
INDENTURE
_________
Dated as of _________________, 1995
_________
Junior Subordinated Securities
===============================================================================
<PAGE>
INDENTURE dated as of ________________, 19__ between HELLER FINANCIAL,
INC., a Delaware corporation (the "Company"), and ________________, (the
"Trustee").
PRELIMINARY STATEMENTS
A. The Company is authorized to borrow money for its corporate purposes
and to issue non-convertible debentures, notes and other debt obligations
therefor; and for its corporate purposes, the Company has determined to make and
issue its non-convertible debentures, notes and other debt obligations to be
issued in one or more series (the "Securities"), as hereinafter provided, up to
such principal amount or amounts as may from time to time be authorized by or
pursuant to the authority granted in one or more resolutions of the Board of
Directors.
B. All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.
In consideration of the above statements, and other good and valuable
consideration the receipt and adequacy of which is hereby acknowledged, the
parties agree that all the Securities are to be executed, authenticated and
delivered subject to the further covenants and conditions hereinafter set forth;
and the Company, for itself and its successors, does hereby covenant and agree
to and with the Trustee and its successors in such trust, for the benefit of
those who shall hold the Securities, or any of them, as follows:
TERMS AND CONDITIONS
1. Incorporation by Reference.
Articles I through XIII of the Heller Financial, Inc. Standard Multiple-
Series Indenture Provisions, dated and filed with the Securities and Exchange
Commission on February 5, 1987 (the "Standard Provisions"), are hereby
incorporated herein by reference with the same force and effect as though fully
set forth herein. To the extent that the terms set forth in Sections 2 and 3 of
this Indenture are inconsistent with the terms of the Standard Provisions, the
terms set forth in Section 2 shall apply.
2. Amendments to the Standard Provisions.
A. The Standard Provisions as incorporated herein are
hereby amended as follows:
<PAGE>
B. Section 1.01 is amended to add new defined terms thereto or
to amend existing defined terms, and all definitions set forth below, to the
extent they are inconsistent with the meanings ascribed to them in the Standard
Provisions, control, as though they were fully set forth in the Standard
Provisions, in the appropriate alphabetical sequence, as follows:
"Conversion Event" means the cessation of (i) a Foreign Currency to be used
both by the government of the country which issued such currency and for
the settlement of transactions by public institutions of or within the
international banking community, (ii) the ECU to be used both within the
European Monetary System and for the settlement of transactions by public
institutions of or within the European Communities, (iii) any currency unit
other than the ECU to be used for the purposes for which it was
established, or (iv) the availability of a currency due to the imposition
of exchange controls or other circumstances beyond the Company's control.
"Depositary" means, unless otherwise specified by the Company pursuant to
either Section 2.03 or 3.01, with respect to Securities of any series
issuable or issued as a Global Security, The Depository Trust Company, New
York, New York, or any successor thereto registered under the Securities
and Exchange Act of 1934, as amended, or other applicable statute or
regulation.
"Exchange Rate Agent" means the New York banking corporation, if any, from
time to time selected by the Company for purposes of Section 3.12, which,
initially, shall be The Fuji Bank and Trust Company.
"Global Security" means with respect to any series of Securities issued
hereunder, a Security which is executed by the Company and authenticated
and delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction, all in accordance with this Indenture and an
indenture supplemental hereto, if any, or Board Resolution and pursuant to
a Company Order, which shall be registered in the name of the Depositary or
its nominee and which shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, all of the Outstanding
Securities of such series or any portion thereof, in either case having the
same terms, including, without limitation, the same issue date, date or
dates on which principal is due, and interest rate or method of determining
interest.
"Market Exchange Rate" means (i) for any conversion involving a currency
unit on the one hand and Dollars or any Foreign Currency on the other, the
exchange rate between the relevant currency unit and Dollars or such
Foreign Currency calculated by the method specified pursuant to Section
3.01 for the Securities of the relevant series, (ii) for any conversion of
Dollars into
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<PAGE>
any Foreign Currency, the noon (New York City time) buying rate for such
Foreign Currency for cable transfers quoted in New York City as certified
for customs purposes by the Federal Reserve Bank of New York and (iii) for
any conversion of one Foreign Currency into Dollars or another Foreign
Currency, the highest firm bid quotation for Dollars received by the
Exchange Rate Agent at approximately 11:00 a.m. New York City time, on the
second Business Day preceding the applicable payment date (or if no such
rate is quoted on such date, the last date on which such rate was quoted),
from three recognized foreign exchange dealers in The City of New York
selected by the Exchange Rate Agent and approved by the Company (one of
which may be the Exchange Rate Agent) In the event of the unavailability of
any of the exchange rates provided for in the foregoing clauses (i), (ii),
and (iii), payments shall be made in the Foreign Currency which is to be
converted, unless such Foreign Currency is unavailable due to the
imposition of exchange controls or to other circumstances beyond the
Company's control, in which case payment shall be made in Dollars on the
basis of the most recently available Market Exchange Rate or as otherwise
indicated in a pricing supplement to a prospectus describing the
Securities. Unless otherwise specified by the Exchange Rate Agent, if any,
or if there shall not be an Exchange Rate Agent, then by the Trustee, if
there is more than one market for dealing in any currency or currency unit
by reason of foreign exchange regulations or otherwise, the market to be
used in respect of such currency or currency unit shall be that upon which
a nonresident issuer of securities designated in such currency or currency
unit would purchase such currency or currency unit in order to make
Payments in respect of such securities.
C. Section 1.01 is amended to delete the term "Currency
Determination Agent" and all references to the term Currency Determination Agent
in the Indenture shall be replaced with references to the Exchange Rate Agent,
and all sections with such references are hereby amended and restated as though
fully set forth herein.
D. Section 2.01 is amended to add the words "or forms" after the word
"form" in the first sentence of such Section.
E. Article Two is amended to add a new Section 2.03, which reads in
its entirety as follows:
Section 2.03 Securities Issuable in the Form of a Global Security. (a)
If the Company shall establish pursuant to Section 3.01 that the Securities
of a particular series are to be issued in whole or in part in the form of
one or more Global Securities, then the Company shall execute and the
Trustee shall, in accordance with Section 3.03 and the Company Order
delivered to
3
<PAGE>
the Trustee thereunder, authenticate and deliver, such Global Security or
Securities, which (i) shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, the Outstanding
Securities of such series to be represented by such Global Security or
Securities, (ii) shall be registered in the name of the Depositary for such
Global Security or Securities or its nominee, (iii) shall be delivered by
the Trustee to the Depositary or pursuant to the Depositary's instruction
and (iv) shall bear a legend substantially to the following effect: "Unless
and until it is exchanged in whole or in part for the individual Securities
represented hereby, this Global Security 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.
(b) Notwithstanding any other provision of this Section 2.03 or of
Section 3.05, subject to the provisions of paragraph (c) below, unless the
terms of a Global Security expressly permit such Global Security to be
exchanged in whole or in part for individual securities, a Global Security
may be transferred, in whole but not in part and in the manner provided in
Section 3.05, only to a nominee of the Depositary for such Global Security,
or to the Depositary, or a successor Depositary for such Global Security
selected or approved by the Company, or to a nominee of such successor
Depositary.
(c) (i) If at any time the Depositary for a Global Security notifies
the Company that it is unwilling or unable to continue as Depositary for
such Global Security or if at any time the Depositary for the Securities
for such series shall no longer be eligible or in good standing under the
Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation, the Company shall appoint a Depositary with respect to such
Global Security. If a successor Depositary for such Global Security is not
appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility, the Company will execute,
and the Trustee, upon receipt of a Company Order for the authentication and
delivery of individual Securities of such series in exchange for such
Global Security, will authenticate and deliver individual Securities of
such series of like tenor and terms in definitive form in an aggregate
principal amount equal to the principal amount of the Global Security in
exchange for such Global Security.
(ii) The Company may at any time and in its sole discretion determine
that the Securities of any series issued or issuable in the form of one or
more Global Securities shall no longer be represented by such Global
Security or Securities. In such event the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and
delivery
4
<PAGE>
of individual Securities of such series in exchange in whole or in part for
such Global Security, will authenticate and deliver individual Securities
of such series of like tenor and terms in definitive form in an aggregate
principal amount equal to the principal amount of such Global Security or
Securities representing such series in exchange for such Global Security or
Securities.
(iii) If specified by the Company pursuant to Section 3.01 with
respect to Securities issued or issuable in the form of a Global Security,
the Depositary for such Global Security may surrender such Global Security
in exchange in whole or in part for individual securities or such series of
like tenor and terms in definitive form on such terms as are acceptable to
the Company and such Depositary. Thereupon the Company shall execute, and
the Trustee shall authenticate and deliver, without service charge, (l) to
each Person specified by such Depositary a new Security or Securities of
the same series of like tenor and terms and of any authorized denomination
as requested by such Person in aggregate principal amount equal to and in
exchange for such Person's beneficial interest in the Global Security; and
(2) to such Depositary a new Global Security of like tenor and terms and in
an authorized denomination equal to the difference, if any, between the
principal amount of the surrendered Global Security and the aggregate
principal amount of Securities delivered to Holders thereof.
(iv) In any exchange provided for in any of the preceding three
paragraphs, the Company will execute and the Trustee will authenticate and
deliver individual Securities in definitive registered form in authorized
denominations. Upon the exchange of a Global Security for individual
Securities, such Global Security shall be canceled by the Trustee.
Securities issued in exchange for a Global Security pursuant to this
Section shall be registered in such names and in such authorized
denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the
persons in whose names such Securities are so registered.
F. Section 3.01 is amended to (i) add Section 2.03 to the sections
referred to in the parenthetical exception to paragraph (b) of Section 3.01,
(ii) redesignate paragraphs (q), (r), (s), (t), (u) and (v) as paragraphs (r),
(s), (t), (u), (v) and (w), respectively, and (iii) add new paragraph (q) as
follows:
(q) whether the Securities of the series shall be issued in whole or
in part in the form of a Global Security or Securities; the terms and
conditions, if any, upon which such Global Security or Securities may be
exchanged in whole or in part for other individual Securities; and the
Depositary for such Global Security or Securities; and
5
<PAGE>
G. The second paragraph following paragraph (d) (vi) of Section 3.03
is amended and restated to read as follows:
If all the Securities of any one series are not to be issued at one
time (i) the Trustee shall be entitled to assume that, at the time of the
issuance of such Securities, the terms of such Securities do not violate
any applicable law or agreement then binding on the Company, and (ii) it
shall not be necessary to deliver a Board Resolution, an executed
supplemental indenture, if any, an Officer's Certificate or an Opinion of
Counsel at the time of issuance of each Security, but such Board
Resolution, supplemental indenture, if any, Officer's Certificate and
Opinion of Counsel shall be delivered at or prior to the time of issuance
of the first Security of such series and the Trustee lay conclusively rely
on such documents as to the matters covered thereby until revoked by
superseding comparable documents delivered to it.
H. The first sentence of Section 3.05 is amended and restated to read
as follows:
Subject to Section 2.03, Securities of any series may be exchanged
for a like aggregate principal amount of Securities of the same series of
other authorized denominations of a like Stated Maturity and with like
terms and provisions.
I. The following paragraph is added at the end of Section 3.05:
None of the Company, the Trustee, any Paying Agent or the Securities
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.
J. Paragraphs (a) and (b) of Section 3.12 are amended and restated to
read as follows:
(a) With respect to Registered Securities of any series not permitting the
election provided for in paragraph (b) below or the Holders of which have not
made the election provided for in paragraph (b) below, the following payment
provision will apply:
(1) Except as provided in paragraph (e) below, payment of the
principal of (and premium, if any) on any Registered Security will be made
at the Place of Payment by delivery of a check of checks in Dollars, unless
any Holder has elected to receive payment in any Foreign Currency, in which
6
<PAGE>
case, payment of the principal of (and premium, if any) on any Registered
Security will be made at the Place of Payment by delivery of a check or
checks in the currency or currency unit in which the Security is payable on
the payment date against surrender of such Registered Security, and any
interest on any Fully Registered Security will be paid at the Place of
Payment by bailing a check or checks in the currency or currency unit in
which such interest is payable to the Person entitled thereto at the
address of such Person appearing on the Securities Register.
(2) Payment of the principal of (and premium, if any) and (with-
respect to Fully Registered Securities only) interest on such Security may
also, subject to applicable laws and regulations, be made at such other
place or places as may be designated by the Company by any appropriate
method and in such other manner as may be agreed by the Company and any
Holder.
(b) It may be provided pursuant to Section 3.01 with respect to the
Registered Securities of any series that Holders shall have the option, subject
to paragraphs (e) and (f) below, to receive payments of principal of (and
premium, if any) and (with respect to Fully Registered Securities only)
interest, if any, on such Security in any of the currencies or currency units
which may be designated for such election by delivering to the Paying Agent a
written election, to be in form and substance satisfactory to the Paying Agent
on or prior to the applicable record date or at least 15 calendar days prior to
maturity, as the case may be. If a Holder so elects to receive such payments in
any such currency or currency unit, such election will remain in effect for such
Holder until changed by such Holder by delivery of a written notice to the
Paying Agent but the Paying Agent must receive written notice of any change on
or prior to the applicable record date or at least 15 calendar days prior to
maturity, as the case may be, to be effective for the payment to be made on such
payment date and no such change or election may be made with respect to payments
to be made on any Security of such series with respect to which notice of
redemption has been given by the Company pursuant to Article IV). Any Holder of
any such Security who shall not have delivered any such election to the Paying
Agent not later than the close of business on the applicable Election Date will
be paid the amount due on the applicable payment date in the relevant currency
or currency unit as provided in paragraph (a) of this Section 3.12. Payment of
principal of (and premium, if any) and (with respect to Fully Registered
Securities only) interest, if any, on such Security shall be made at the Place
of Payment by mailing at such location a check, in the applicable currency or
currency unit to the Person entitled thereto at the address of such Person
appearing on the Securities Register. Payment of the principal of, premium, if
any, and (with respect to Fully Registered Securities only) interest, if any, on
such Security may also, subject to applicable laws and regulations, be made at
such other place or places as may be designated by the Company by any
appropriate method.
7
<PAGE>
K. Paragraph (d) of Section 3.12 is amended and restated to read as
follows:
(d) Not later than the fourth Business Day after the Election Date for
each payment date, the Paying Agent will deliver to the Company a written notice
specifying, in the currency or currency unit in which each series of the
Securities are payable, the respective aggregate amounts of principal of (and
premium, if any) and interest, if any, on the Securities to be made on such
payment date, specifying the amounts so payable in respect of Fully Registered
Securities, Registered Securities with Coupons and Unregistered Securities and
in respect of the Registered Securities as to which the Holders of Securities
denominated in any currency or currency unit shall have elected to be paid in
another currency or currency unit as provided in paragraph (b) above. If the
election referred to in paragraph (b) above has been provided for pursuant to
Section 3.01 and if at least one Holder has made such election, then, on the
second Business day preceding each payment date the Company will deliver to the
Paying Agent an Exchange Rate Officer's Certificate in respect of the Dollar,
Foreign Currency or currency unit payments to be made on such payment date. The
Dollar, Foreign Currency or currency unit amount receivable by Holders of
Registered Securities who have elected payment in a currency or currency unit as
provided in paragraph (b) above shall be determined by the Company on the basis
of the applicable Market Exchange Rate in effect on the second Business Day (the
"Valuation Date") immediately preceding each payment date.
L. Paragraph (g) of Section 3.12 is amended and restated to read as
follows:
(g) The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Exchange Rate Agent, if any, or, if there shall not be an
Exchange Rate Agent, then by the Trustee, on the basis of the most recently
available Market Exchange Rate, or as otherwise indicated in a pricing
supplement to a prospectus describing the Securities.
M. The first sentence of Section 8.14 is amended and restated to read
as follows:
The Trustee may appoint an Authenticating Agent for each series of
Securities, which shall be acceptable to the Company, to act on behalf of such
Trustee, and subject to its direction in the authentication and delivery of the
Securities of such series issued upon original issuance, exchange, registration
of transfer or partial redemption thereof or pursuant to Section 3.06.
8
<PAGE>
N. Section 3.10 is amended and restated to read as follow::
All Securities surrendered for the purpose of payment, redemption,
repayment, purchase, exchange or registration of transfer or for credit against
any sinking fund shall, if surrendered to the Company or any Paying Agent or any
Securities Registrar, be surrendered to the Securities Registrar and promptly
canceled by it, or, if surrendered to the Securities Registrar, shall be
promptly canceled by it, and no Securities or Coupons shall be issued in lieu
thereof except as expressly permitted by this Indenture. The Securities
Registrar shall destroy canceled Securities and Coupons in accordance with a
Company Order and deliver a certificate of such destruction to the Company
unless, by a Company Order, the Company directs that such canceled Securities
and Coupons be returned to the Company.
3. Additional Provisions.
The following provisions, which constitute part of this Indenture, are
numbered to conform with the format of the Standard Provisions:
a. Section 8.15. Other Matters Concerning the Trustee.
At the date of this Indenture, the Corporate Trust Office of the Trustee is
located at ______________________________.
b. ARTICLE XIV. Subordination of Securities.
Section 14.01 Securities Subordinated to Senior Debt and Subordinated
Debt.
Anything in this Indenture or in the Securities to the contrary
notwithstanding, the indebtedness evidenced by the Securities shall be
subordinate and junior in right of payment to the extent and in the manner
hereinafter set forth, to all Senior Debt and all Subordinated Debt at any time
outstanding: (i) in the event of any insolvency or bankruptcy proceedings, and
any receivership, liquidation, reorganization or other similar proceedings in
connection therewith, relative to the Company or to its creditors, as such, or
to its property, and in the event of any proceedings for voluntary liquidation,
dissolution or other winding up of the Company, whether or not involving
insolvency or bankruptcy, then the holders of Senior Debt and Subordinated Debt
shall be entitled to receive payment in full of all principal of, premium, if
any, and interest, if any, on all Senior Debt and Subordinated Debt before the
Holders of Securities are entitled to receive any payment on account of
principal, premium, if any, and interest, if any, upon the Securities, and to
that end (but subject to the power of a court of competent jurisdiction to make
other equitable provisions reflecting the rights conferred in this
9
<PAGE>
Article XIV and in the Securities upon the Senior Debt and Subordinated Debt and
the holders thereof with respect to the Securities and the Holders thereof by a
lawful plan of reorganization under applicable bankruptcy law) the holders of
Senior Debt and Subordinated Debt shall be entitled to receive for application
in payment thereof any payment or distribution of any kind or character, whether
in cash or property or securities, which may be payable or deliverable in any
such proceedings in respect of the Securities, except securities which are
subordinate and junior to the payment of all Senior Debt and Subordinated Debt
then outstanding; and (ii) if any Security is declared due and payable before
its expressed maturity because of the occurrence of an Event of Default
hereunder (under circumstances when the provisions of the foregoing clause (i)
shall not be applicable), any Holder of the Securities shall be entitled to
payment only after there shall first have been paid in full, on the Senior Debt
and Subordinated Debt outstanding at the time the Securities first so become due
and payable because of such Event of Default, all principal, premium, if any,
and interest, if any, becoming due and payable, by acceleration or otherwise, on
such Senior Debt and Subordinated Debt within one year after such Securities so
become due and payable. No present or future holder of Senior Debt or
Subordinated Debt shall be prejudiced in his right to enforce subordination of
the Securities by any act or failure to act on the part of the Company. The
provisions of this paragraph are solely for the purpose of defining the relative
rights of the holders of Senior Debt and Subordinated Debt on the one hand, and
the Holders of the Securities on the other hand, and nothing herein shall
impair, as between the Company and the Holder of any Security, the obligation of
the Company, which is unconditional and absolute, to pay to the Holder thereof
the principal, premium, if any, and interest, if any, thereon in accordance with
its terms, nor shall anything herein prevent the Trustee or the Holder of a
Security from exercising all remedies otherwise permitted by applicable law or
hereunder upon default hereunder, subject to the rights, if any, under this
paragraph, of holders of Senior Debt and Subordinated Debt to receive cash,
property or securities otherwise payable or deliverable to Holders of the
Securities.
The Company agrees, for the benefit of the holders of Senior Debt and
Subordinated Debt, that if any Security becomes due and payable before its
expressed maturity because of the occurrence of a default hereunder (a) the
Company will give prompt notice in writing of such happening to the holders of
record of Senior Debt and Subordinated Debt and (b) all Senior Debt and
subordinated Debt shall forthwith become immediately due and payable upon demand
made prior to the curing of any such default, regardless of the expressed
maturity thereof.
Section 14.02. Securities May be Paid Prior to Dissolution, etc.
Nothing contained in this Article XIV or elsewhere in this Indenture, or in
any of the Securities, shall prevent (a) the Company, at any time except under
the
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<PAGE>
conditions described in Section 14.01 or during the pendency of any dissolution
or winding up or total or partial liquidation or reorganization proceedings
therein referred to, from making payments at any time of principal of, premium,
if any, or interest, if any, on Securities or from depositing with the Trustee
or any Paying Agent moneys for such payments, or (b) the application by the
Trustee or any Paying Agent of any moneys deposited with it under this Indenture
to the payment of or on account of the principal of, premium, if any, or
interest, if any, on the Securities to the Holders of the Securities entitled
thereto if such payment would not have been prohibited by the provisions of
Section 14.01 on the date such moneys were so deposited.
Notwithstanding the provisions of Section 14.01 or any other provision of
this Indenture, the Trustee and any Paying Agent shall not be charged with
knowledge of the existence of any Senior Debt or Subordinated Debt or of any
facts which would prohibit the making of any payment of moneys to or by the
Trustee or such Paying Agent, unless and until the Trustee or such Paying Agent
shall have received written notice thereof from the Company or from a holder of
such Senior Debt or Subordinated Debt; and, prior to the receipt of any such
written notice, the Trustee shall be entitled in all respects to assume that no
such facts exist. However, if prior to one business day before the date upon
which by the terms hereof any such moneys may become payable for any purpose
(including, without limitation, the payment of the principal of, premium, if
any, or interest, if any, on any Security) the Trustee or such Paying Agent
shall not have received with respect to such moneys the notice provided for in
this Section 14.02, then, anything herein contained to the contrary
notwithstanding, the Trustee and such Paying Agent shall have full power and
authority to receive such moneys and apply the same to the purpose for which
they were received, and shall not be affected by any notice to the contrary
which may be received after such date.
Section 14.03. Rights of the Holders of Senior Debt and Subordinated Debt
Not to be Impaired.
Neither the Trustee nor any Paying Agent shall be deemed to owe any
fiduciary duty to the holders of Senior Debt or Subordinated Debt, and neither
shall be liable to any such holders if it shall mistakenly pay over or
distribute to or on behalf of Holders of the Securities or the Company moneys or
assets to which any holders of Senior Debt and Subordinated Debt shall be
entitled by virtue of this Article XIV.
The Trustee shall be entitled to all the rights set forth in this Article
XIV with respect to any Senior Debt which may at any time be held by it, to the
same extent as any other holder of Senior Debt and Subordinated Debt, and
nothing in Section 8.13, or elsewhere in this Indenture, shall deprive the
Trustee of any of its rights as such holder.
11
<PAGE>
Any distributions to be made by the Trustee to the holders of Senior Debt
in accordance with this Article XIV may be made to any Trustee or other
representatives of such Holder.
Section 14.04. Authorization to Trustee to Take Action to Effectuate
Subordination.
Each Holder of a Security by his acceptance thereof authorizes and directs
the Trustee in his behalf to take such action as may be necessary or appropriate
to effectuate the subordination as provided in this Article XIV and appoints the
Trustee his attorney in fact for any and all such purposes.
[SIGNATURE PAGE FOLLOWS]
12
<PAGE>
IN WITNESS WHEREOF, HELLER FINANCIAL, INC. has caused this Indenture to be
signed in its corporate name by its authorized officer, and its corporate seal
to be affixed hereto, and the same to be attested by the signature of its
Secretary or an Assistant Secretary, and _________________, in evidence of its
acceptance of the trust hereby created, has caused this Indenture to be signed
in its corporate name by one of its Authorized Officers, and its corporate seal
to be affixed hereto, and the same to be attested by one of its Assistant
Secretaries, as of the day and year first above written.
HELLER FINANCIAL, INC.
By:__________________________
Title:_______________________
[SEAL]
Attest:
_____________________________
By:__________________________
Title:_______________________
[SEAL]
Attest:
_____________________________
13
<PAGE>
STATE OF ILLINOIS )
) ss:
COUNTY OF COOK )
On the __ day of _________, 1991, before me personally came
___________________________ to me known, who, being by me duly sworn, did depose
and say that he is an authorized officer of HELLER FINANCIAL, INC., one of the
corporations described in and which executed the above instrument; that he knows
the seal of such corporation; that the seal affixed to such instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
such corporation; and that he signed his name thereto by like authority.
___________________________________
[SEAL]
STATE OF______________________)
) ss:
COUNTY OF_____________________)
On the __ day of __________, 1991, before me personally came
__________________________ to me known, who, being by me duly sworn, did depose
and say that he is an Authorized Officer of ______________________, one of the
corporations described in and which executed the above instrument; that he knows
the seal of such corporation; that the seal affixed to such instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
such corporation; and that he signed his name thereto by like authority.
___________________________________
[SEAL]
14
<PAGE>
Exhibit 5
[LETTERHEAD OF HELLER FINANCIAL]
September 7, 1995
To the Board of Directors of
Heller Financial, Inc.
Gentlemen:
I have acted as counsel for Heller Financial, Inc. (the "Company") in
connection with the preparation and filing of the Registration Statement on Form
S-3 filed with the Securities and Exchange Commission (the "Commission") on the
date hereof (the "Registration Statement"). The Registration Statement covers
up to $2,500,000,000 aggregate principal amount of unsecured debt securities
(the "Debt Securities") and warrants to purchase Debt Securities (the
"Warrants"). The Debt Securities may be senior (the "Senior Securities"),
subordinated (the "Subordinated Securities") or junior subordinated (the "Junior
Subordinated Securities") and are issuable from time to time pursuant to the
Indentures described below.
The Senior Securities will be issued under an indenture between the
Company and Shawmut Bank Connecticut, National Association ("Shawmut"), as
Trustee (collectively referred to as the "Senior Indentures"); the Subordinated
Securities are to be issued under an indenture between the Company and Shawmut,
as Trustee (the "Subordinated Indenture"); and the Junior Subordinated
Securities are to be issued under an indenture between the Company and Shawmut,
as Trustee (the "Junior Subordinated Indenture"). Each of the Senior Securities,
the Subordinated Securities and the Junior Subordinated Securities,
respectively, may also be issued under an indenture in the form of such
indenture for each such class of Debt Securities, respectively, filed as an
exhibit to the Registration Statement, for which the related trustee will be
qualified in accordance with the rules and regulations of the Commission on or
before the time of their respective issuance. The forms of the Senior
Indenture, the Subordinated Indenture and the Junior Subordinated Indenture are
filed as exhibits to the Registration Statement. The Warrants will be issued
under a Warrant Agreement (the "Warrant Agreement") to be entered into between
the Company and a Warrant Agent to be selected by the Company at the time of
issuance, the form of which is filed as an exhibit to the Registration
Statement.
<PAGE>
I am familiar with the corporate proceedings of the Company to date with
respect to the proposed issuance and sale of the Warrants and the Debt
Securities, and I have examined such corporate records of the Company and such
other documents and certificates as I have deemed necessary as a basis for the
opinions hereinafter expressed.
Based on the foregoing, and having regard for such legal considerations
as I have deemed relevant, I am of the opinion that:
1. When the Registration Statement has become effective, the relevant
indenture has been duly executed and delivered, the terms of the Debt Securities
have been duly authorized by appropriate corporate action of the Company as
contemplated by the indenture pursuant to which they are to be issued, the Debt
Securities have been duly executed by the Company and authenticated by the
relevant trustee (or its authenticating agent) and have been delivered by the
Company against payment, therefor, the Debt Securities will be valid and binding
obligations of the Company and entitled to the benefits of such indenture.
2. When the Registration Statement has become effective, the Warrant
Agreement has been duly authorized, executed and delivered by the Company, the
terms of the Warrants and been duly authorized by the appropriate corporate
action by the Company as contemplated by the Warrant Agreement, the Warrants
have been duly executed by the Company and counter-signed by the Warrant Agent
and have been delivered by the Company against payment therefor, the Warrants
will be valid and binding obligations of the Company entitled to the benefits of
the Warrant Agreement.
The foregoing opinion is subject to all bankruptcy, insolvency or other
laws affecting the enforcement of creditors' rights generally and general
equitable principles.
I hereby consent that this opinion may be filed as an exhibit to the
Registration Statement and to the use of my name in the Registration Statement
and the Prospectus related thereto.
Very truly yours,
Sylvia L. Bateman
-----------------
Sylvia L. Bateman
Group General Counsel
2
<PAGE>
Arthur Andersen LLP
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Heller Financial, Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated January 26, 1995,
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1994, and to all references to our Firm under the heading "Experts" included
in this registration statement.
/S/ Arthur Andersen LLP
_______________________________
ARTHUR ANDERSEN LLP
Chicago, Illinois
September 6, 1995
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director and/or officer of HELLER FINANCIAL, INC., a
Delaware corporation (the "Company"), hereby constitutes and appoints SYLVIA L.
BATEMAN and DAVID M. SHERBIN, and each of them (with full power to act alone),
his true and lawful attorneys-in-fact and agents in the name and on behalf of
the undersigned, to sign the name of the undersigned to a Registration Statement
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, to any and all amendments and post-effective amendments
thereto and to any and all instruments and documents filed as a part of or in
connection with such Registration Statement or amendments thereto, covering the
offering of up to $2,500,000,000 aggregate principal amount (or the equivalent
thereof, if any of the securities are denominated in a foreign currency or
foreign currency unit) of unsecured debt securities, which may be senior
securities, subordinated securities, or junior subordinated securities or
warrants to purchase the Company's senior, subordinated or junior subordinated
securities. The undersigned hereby ratifies and confirms all that such
attorneys-in-fact and agents, or either of them, shall do or cause to be done by
virtue hereof.
Dated: September 6, 1995
Michael S. Blum
---------------
Michael S. Blum
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director and/or officer of HELLER FINANCIAL, INC., a
Delaware corporation (the "Company"), hereby constitutes and appoints SYLVIA L.
BATEMAN and DAVID M. SHERBIN, and each of them (with full power to act alone),
his true and lawful attorneys-in-fact and agents in the name and on behalf of
the undersigned, to sign the name of the undersigned to a Registration Statement
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, to any and all amendments and post-effective amendments
thereto and to any and all instruments and documents filed as a part of or in
connection with such Registration Statement or amendments thereto, covering the
offering of up to $2,500,000,000 aggregate principal amount (or the equivalent
thereof, if any of the securities are denominated in a foreign currency or
foreign currency unit) of unsecured debt securities, which may be senior
securities, subordinated securities, or junior subordinated securities or
warrants to purchase the Company's senior, subordinated or junior subordinated
securities. The undersigned hereby ratifies and confirms all that such
attorneys-in-fact and agents, or either of them, shall do or cause to be done by
virtue hereof.
Dated: September 6, 1995
Hajime Maeda
------------
Hajime Maeda
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director and/or officer of HELLER FINANCIAL, INC., a
Delaware corporation (the "Company"), hereby constitutes and appoints SYLVIA L.
BATEMAN and DAVID M. SHERBIN, and each of them (with full power to act alone),
his true and lawful attorneys-in-fact and agents in the name and on behalf of
the undersigned, to sign the name of the undersigned to a Registration Statement
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, to any and all amendments and post-effective amendments
thereto and to any and all instruments and documents filed as a part of or in
connection with such Registration Statement or amendments thereto, covering the
offering of up to $2,500,000,000 aggregate principal amount (or the equivalent
thereof, if any of the securities are denominated in a foreign currency or
foreign currency unit) of unsecured debt securities, which may be senior
securities, subordinated securities, or junior subordinated securities or
warrants to purchase the Company's senior, subordinated or junior subordinated
securities. The undersigned hereby ratifies and confirms all that such
attorneys-in-fact and agents, or either of them, shall do or cause to be done by
virtue hereof.
Dated: September 5, 1995
Richard J. Almeida
------------------
Richard J. Almeida
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director and/or officer of HELLER FINANCIAL, INC., a
Delaware corporation (the "Company"), hereby constitutes and appoints SYLVIA L.
BATEMAN and DAVID M. SHERBIN, and each of them (with full power to act alone),
his true and lawful attorneys-in-fact and agents in the name and on behalf of
the undersigned, to sign the name of the undersigned to a Registration Statement
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, to any and all amendments and post-effective amendments
thereto and to any and all instruments and documents filed as a part of or in
connection with such Registration Statement or amendments thereto, covering the
offering of up to $2,500,000,000 aggregate principal amount (or the equivalent
thereof, if any of the securities are denominated in a foreign currency or
foreign currency unit) of unsecured debt securities, which may be senior
securities, subordinated securities, or junior subordinated securities or
warrants to purchase the Company's senior, subordinated or junior subordinated
securities. The undersigned hereby ratifies and confirms all that such
attorneys-in-fact and agents, or either of them, shall do or cause to be done by
virtue hereof.
Dated: September 5, 1995
Tetsuya Fukabori
----------------
Tetsuya Fukabori
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director and/or officer of HELLER FINANCIAL, INC., a
Delaware corporation (the "Company"), hereby constitutes and appoints SYLVIA L.
BATEMAN and DAVID M. SHERBIN, and each of them (with full power to act alone),
his true and lawful attorneys-in-fact and agents in the name and on behalf of
the undersigned, to sign the name of the undersigned to a Registration Statement
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, to any and all amendments and post-effective amendments
thereto and to any and all instruments and documents filed as a part of or in
connection with such Registration Statement or amendments thereto, covering the
offering of up to $2,500,000,000 aggregate principal amount (or the equivalent
thereof, if any of the securities are denominated in a foreign currency or
foreign currency unit) of unsecured debt securities, which may be senior
securities, subordinated securities, or junior subordinated securities or
warrants to purchase the Company's senior, subordinated or junior subordinated
securities. The undersigned hereby ratifies and confirms all that such
attorneys-in-fact and agents, or either of them, shall do or cause to be done by
virtue hereof.
Dated: September 5, 1995
Lawrence G. Hund
----------------
Lawrence G. Hund
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director and/or officer of HELLER FINANCIAL, INC., a
Delaware corporation (the "Company"), hereby constitutes and appoints SYLVIA L.
BATEMAN and DAVID M. SHERBIN, and each of them (with full power to act alone),
his true and lawful attorneys-in-fact and agents in the name and on behalf of
the undersigned, to sign the name of the undersigned to a Registration Statement
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, to any and all amendments and post-effective amendments
thereto and to any and all instruments and documents filed as a part of or in
connection with such Registration Statement or amendments thereto, covering the
offering of up to $2,500,000,000 aggregate principal amount (or the equivalent
thereof, if any of the securities are denominated in a foreign currency or
foreign currency unit) of unsecured debt securities, which may be senior
securities, subordinated securities, or junior subordinated securities or
warrants to purchase the Company's senior, subordinated or junior subordinated
securities. The undersigned hereby ratifies and confirms all that such
attorneys-in-fact and agents, or either of them, shall do or cause to be done by
virtue hereof.
Dated: September 1, 1995
Hidehiko Ide
------------
Hidehiko Ide
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director and/or officer of HELLER FINANCIAL, INC., a
Delaware corporation (the "Company"), hereby constitutes and appoints SYLVIA L.
BATEMAN and DAVID M. SHERBIN, and each of them (with full power to act alone),
his true and lawful attorneys-in-fact and agents in the name and on behalf of
the undersigned, to sign the name of the undersigned to a Registration Statement
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, to any and all amendments and post-effective amendments
thereto and to any and all instruments and documents filed as a part of or in
connection with such Registration Statement or amendments thereto, covering the
offering of up to $2,500,000,000 aggregate principal amount (or the equivalent
thereof, if any of the securities are denominated in a foreign currency or
foreign currency unit) of unsecured debt securities, which may be senior
securities, subordinated securities, or junior subordinated securities or
warrants to purchase the Company's senior, subordinated or junior subordinated
securities. The undersigned hereby ratifies and confirms all that such
attorneys-in-fact and agents, or either of them, shall do or cause to be done by
virtue hereof.
Dated: September 6, 1995
Minoru Itosaka
--------------
Minoru Itosaka
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director and/or officer of HELLER FINANCIAL, INC., a
Delaware corporation (the "Company"), hereby constitutes and appoints SYLVIA L.
BATEMAN and DAVID M. SHERBIN, and each of them (with full power to act alone),
his true and lawful attorneys-in-fact and agents in the name and on behalf of
the undersigned, to sign the name of the undersigned to a Registration Statement
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, to any and all amendments and post-effective amendments
thereto and to any and all instruments and documents filed as a part of or in
connection with such Registration Statement or amendments thereto, covering the
offering of up to $2,500,000,000 aggregate principal amount (or the equivalent
thereof, if any of the securities are denominated in a foreign currency or
foreign currency unit) of unsecured debt securities, which may be senior
securities, subordinated securities, or junior subordinated securities or
warrants to purchase the Company's senior, subordinated or junior subordinated
securities. The undersigned hereby ratifies and confirms all that such
attorneys-in-fact and agents, or either of them, shall do or cause to be done by
virtue hereof.
Dated: September 1, 1995
Tomonori Kobayashi
------------------
Tomonori Kobayashi
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director and/or officer of HELLER FINANCIAL, INC., a
Delaware corporation (the "Company"), hereby constitutes and appoints SYLVIA L.
BATEMAN and DAVID M. SHERBIN, and each of them (with full power to act alone),
his true and lawful attorneys-in-fact and agents in the name and on behalf of
the undersigned, to sign the name of the undersigned to a Registration Statement
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, to any and all amendments and post-effective amendments
thereto and to any and all instruments and documents filed as a part of or in
connection with such Registration Statement or amendments thereto, covering the
offering of up to $2,500,000,000 aggregate principal amount (or the equivalent
thereof, if any of the securities are denominated in a foreign currency or
foreign currency unit) of unsecured debt securities, which may be senior
securities, subordinated securities, or junior subordinated securities or
warrants to purchase the Company's senior, subordinated or junior subordinated
securities. The undersigned hereby ratifies and confirms all that such
attorneys-in-fact and agents, or either of them, shall do or cause to be done by
virtue hereof.
Dated: September 5, 1995
Michael J. Litwin
-----------------
Michael J. Litwin
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director and/or officer of HELLER FINANCIAL, INC., a
Delaware corporation (the "Company"), hereby constitutes and appoints SYLVIA L.
BATEMAN and DAVID M. SHERBIN, and each of them (with full power to act alone),
his true and lawful attorneys-in-fact and agents in the name and on behalf of
the undersigned, to sign the name of the undersigned to a Registration Statement
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, to any and all amendments and post-effective amendments
thereto and to any and all instruments and documents filed as a part of or in
connection with such Registration Statement or amendments thereto, covering the
offering of up to $2,500,000,000 aggregate principal amount (or the equivalent
thereof, if any of the securities are denominated in a foreign currency or
foreign currency unit) of unsecured debt securities, which may be senior
securities, subordinated securities, or junior subordinated securities or
warrants to purchase the Company's senior, subordinated or junior subordinated
securities. The undersigned hereby ratifies and confirms all that such
attorneys-in-fact and agents, or either of them, shall do or cause to be done by
virtue hereof.
Dated: September 5, 1995
Dennis P. Lockhart
------------------
Dennis P. Lockhart
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director and/or officer of HELLER FINANCIAL, INC., a
Delaware corporation (the "Company"), hereby constitutes and appoints SYLVIA L.
BATEMAN and DAVID M. SHERBIN, and each of them (with full power to act alone),
his true and lawful attorneys-in-fact and agents in the name and on behalf of
the undersigned, to sign the name of the undersigned to a Registration Statement
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, to any and all amendments and post-effective amendments
thereto and to any and all instruments and documents filed as a part of or in
connection with such Registration Statement or amendments thereto, covering the
offering of up to $2,500,000,000 aggregate principal amount (or the equivalent
thereof, if any of the securities are denominated in a foreign currency or
foreign currency unit) of unsecured debt securities, which may be senior
securities, subordinated securities, or junior subordinated securities or
warrants to purchase the Company's senior, subordinated or junior subordinated
securities. The undersigned hereby ratifies and confirms all that such
attorneys-in-fact and agents, or either of them, shall do or cause to be done by
virtue hereof.
Dated: September 5, 1995
Lauralee E. Martin
------------------
Lauralee E. Martin
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director and/or officer of HELLER FINANCIAL, INC., a
Delaware corporation (the "Company"), hereby constitutes and appoints SYLVIA L.
BATEMAN and DAVID M. SHERBIN, and each of them (with full power to act alone),
his true and lawful attorneys-in-fact and agents in the name and on behalf of
the undersigned, to sign the name of the undersigned to a Registration Statement
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, to any and all amendments and post-effective amendments
thereto and to any and all instruments and documents filed as a part of or in
connection with such Registration Statement or amendments thereto, covering the
offering of up to $2,500,000,000 aggregate principal amount (or the equivalent
thereof, if any of the securities are denominated in a foreign currency or
foreign currency unit) of unsecured debt securities, which may be senior
securities, subordinated securities, or junior subordinated securities or
warrants to purchase the Company's senior, subordinated or junior subordinated
securities. The undersigned hereby ratifies and confirms all that such
attorneys-in-fact and agents, or either of them, shall do or cause to be done by
virtue hereof.
Dated: September 5, 1995
Kenji Miyamoto
--------------
Kenji Miyamoto
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director and/or officer of HELLER FINANCIAL, INC., a
Delaware corporation (the "Company"), hereby constitutes and appoints SYLVIA L.
BATEMAN and DAVID M. SHERBIN, and each of them (with full power to act alone),
his true and lawful attorneys-in-fact and agents in the name and on behalf of
the undersigned, to sign the name of the undersigned to a Registration Statement
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, to any and all amendments and post-effective amendments
thereto and to any and all instruments and documents filed as a part of or in
connection with such Registration Statement or amendments thereto, covering the
offering of up to $2,500,000,000 aggregate principal amount (or the equivalent
thereof, if any of the securities are denominated in a foreign currency or
foreign currency unit) of unsecured debt securities, which may be senior
securities, subordinated securities, or junior subordinated securities or
warrants to purchase the Company's senior, subordinated or junior subordinated
securities. The undersigned hereby ratifies and confirms all that such
attorneys-in-fact and agents, or either of them, shall do or cause to be done by
virtue hereof.
Dated: September 1, 1995
Osamu Ogura
-----------
Osamu Ogura
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director and/or officer of HELLER FINANCIAL, INC., a
Delaware corporation (the "Company"), hereby constitutes and appoints SYLVIA L.
BATEMAN and DAVID M. SHERBIN, and each of them (with full power to act alone),
his true and lawful attorneys-in-fact and agents in the name and on behalf of
the undersigned, to sign the name of the undersigned to a Registration Statement
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, to any and all amendments and post-effective amendments
thereto and to any and all instruments and documents filed as a part of or in
connection with such Registration Statement or amendments thereto, covering the
offering of up to $2,500,000,000 aggregate principal amount (or the equivalent
thereof, if any of the securities are denominated in a foreign currency or
foreign currency unit) of unsecured debt securities, which may be senior
securities, subordinated securities, or junior subordinated securities or
warrants to purchase the Company's senior, subordinated or junior subordinated
securities. The undersigned hereby ratifies and confirms all that such
attorneys-in-fact and agents, or either of them, shall do or cause to be done by
virtue hereof.
Dated: September 6, 1995
Atsushi Takano
--------------
Atsushi Takano
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director and/or officer of HELLER FINANCIAL, INC., a
Delaware corporation (the "Company"), hereby constitutes and appoints SYLVIA L.
BATEMAN and DAVID M. SHERBIN, and each of them (with full power to act alone),
his true and lawful attorneys-in-fact and agents in the name and on behalf of
the undersigned, to sign the name of the undersigned to a Registration Statement
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, to any and all amendments and post-effective amendments
thereto and to any and all instruments and documents filed as a part of or in
connection with such Registration Statement or amendments thereto, covering the
offering of up to $2,500,000,000 aggregate principal amount (or the equivalent
thereof, if any of the securities are denominated in a foreign currency or
foreign currency unit) of unsecured debt securities, which may be senior
securities, subordinated securities, or junior subordinated securities or
warrants to purchase the Company's senior, subordinated or junior subordinated
securities. The undersigned hereby ratifies and confirms all that such
attorneys-in-fact and agents, or either of them, shall do or cause to be done by
virtue hereof.
Dated: September 5, 1995
Mitchell F. Vernick
-------------------
Mitchell F. Vernick
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director and/or officer of HELLER FINANCIAL, INC., a
Delaware corporation (the "Company"), hereby constitutes and appoints SYLVIA L.
BATEMAN and DAVID M. SHERBIN, and each of them (with full power to act alone),
his true and lawful attorneys-in-fact and agents in the name and on behalf of
the undersigned, to sign the name of the undersigned to a Registration Statement
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, to any and all amendments and post-effective amendments
thereto and to any and all instruments and documents filed as a part of or in
connection with such Registration Statement or amendments thereto, covering the
offering of up to $2,500,000,000 aggregate principal amount (or the equivalent
thereof, if any of the securities are denominated in a foreign currency or
foreign currency unit) of unsecured debt securities, which may be senior
securities, subordinated securities, or junior subordinated securities or
warrants to purchase the Company's senior, subordinated or junior subordinated
securities. The undersigned hereby ratifies and confirms all that such
attorneys-in-fact and agents, or either of them, shall do or cause to be done by
virtue hereof.
Dated: September 1, 1995
Kenji Watanabe
--------------
Kenji Watanabe
<PAGE>
Exhibit 24(b)
SECRETARY'S CERTIFICATE
-----------------------
I, DAVID M. SHERBIN, do hereby certify that I am the duly appointed,
qualified and acting Assistant Secretary of HELLER FINANCIAL, INC., a Delaware
corporation; I further certify that set forth below is a true and correct copy
of the resolutions adopted by Unanimous Consent of the Executive Committee of
the Board of Directors on September 7, 1995, and that said resolutions have not
been amended, rescinded or repealed, but are in full force and effect this date:
RESOLVED, that each Authorized Officer and director who may be required
to sign and execute any such Registration Statement or Statements or any and all
amendments thereto or documents in connection therewith (whether for or on
behalf of the Corporation, or as an officer or director of the Corporation, or
otherwise) is hereby authorized to execute a power of attorney appointing Sylvia
L. Bateman, Richard J. Almeida, or David M. Sherbin and each of them, his or her
true and lawful attorney to sign in his or her name, place and stead, in any
such capacity, such Registration Statement or Statements and any and all
amendments (including post-effective amendments) thereto, including amendments
or supplements to the prospectus contained therein and the addition or amendment
of exhibits and other documents in connection therewith, and to file the same
with the SEC, each of such attorneys to have power to act with or without the
others, and to have full power and authority to do and perform, in the name and
on behalf of each of such Authorized Officers and directors who shall have
executed such a power of attorney, every act whatsoever that such attorney may
deem necessary, appropriate or desirable to be done in connection therewith as
fully and to all intents and purposes as such Authorized Officers or directors
might or could do in person.
WITNESS my hand and the seal of said Corporation, this 7th day of
September, 1995.
(SEAL)
/s/ David M. Sherbin
---------------------------------------
David M. Sherbin
Assistant Secretary
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM T-1
----------
STATEMENT OF ELIGIBILITY AND QUALIFICATION 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)
SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION
---------------------------------------------------------
(Exact name of trustee as specified in its charter)
Not applicable 06-0850628
------------------------------- -----------------------------
(State of incorporation (I.R.S. Employer
if not a national bank) Identification No.)
777 Main Street, Hartford, Connecticut 06115
---------------------------------------- -----------------------------
(Address of principal executive offices) (Zip Code)
Patricia Beaudry, 777 Main Street, Hartford, CT 203-728-2065
--------------------------------------------------------------
(Name, address and telephone number of agent for service)
HELLER FINANCIAL, INC.
---------------------------------------------------
(Exact name of obligor as specified in its charter)
Delaware 36-1208070
------------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 West Monroe Street
Chicago, Illinois 60661
---------------------------------------- -----------------------------
(Address of principal executive offices) (Zip Code)
Senior Securities
------------------------------------------------------------------
(Title of the indenture securities)
<PAGE>
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject,
The Comptroller of the Currency,
Washington, D.C.
Federal Reserve Bank of Boston
Boston, Massachusetts
Federal Deposit Insurance Corporation
Washington, D.C.
(b) Whether it is authorized to exercise
corporate trust powers:
The trustee is so authorized.
Item 2. Affiliations with obligor and underwriter. If the obligor or
any underwriter for the obligor is an affiliate of the trustee,
describe each such affiliation.
None with respect to the trustee; none with respect to Hartford
National Corporation, Shawmut Corporation, Shawmut National
Corporation and Shawmut Service Corporation (the "affiliates").
Item 16. List of exhibits.
List below all exhibits filed as a part of this statement of
eligibility and qualification.
(1) A copy of the Articles of Association of the trustee as
now in effect.
(2) A copy of the Certificate of Authority of the trustee
to do business.
(3) A copy of the Certification of Fiduciary Powers of the
trustee.
(4) A copy of the By-Laws of the trustee as now in effect.
(5) Consent of the trustee required by Section 321(b)
of the Act.
(6) A copy of the latest Consolidated Reports of Condition
and Income of the trustee published pursuant to law or
the requirements of its supervising or examining authority.
<PAGE>
NOTES
In as much as this Form T-1 is filed prior to the ascertainment by the trustee
of all facts on which to base answers to Item 2, the answers to said Items are
based upon imcomplete information. Said Items may, however, be considered
correct unless amended by an amendment to this Form T-1.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939,
the trustee, Shawmut Bank Connecticut, 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, thereunto duly authorized, all in the City of
Hartford, and State of Connecticut, on the 9th day of June, 1995.
SHAWMUT BANK CONNECTICUT,
NATIONAL ASSOCIATION
Trustee
By: /s/ Mark A. Forgetta
-------------------------
Its Assistant Vice President
<PAGE>
EXHIBIT 1
ARTICLES OF ASSOCIATION
SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION
FIRST. The title of this Association, which shall carry on the business of
banking under the laws of the United States, shall be "Shawmut Bank Connecticut,
National Association".
SECOND. The main office of the Association shall be in Hartford, County of
Hartford, State of Connecticut. The general business of the Association shall
be conducted at its main office and its branches.
THIRD. The board of directors of this Association shall consist of not less
than five (5) nor more than twenty-five (25) shareholders, the exact number of
directors within such minimum and maximum limits to be fixed and determined from
time to time by resolution of a majority of the full board of directors or by
resolution of the shareholders at any annual or special meeting thereof. Unless
otherwise provided by the laws of the United States, any vacancy in the board of
directors for any reason, including an increase in the number thereof, may be
filled by action of the board of directors.
FOURTH. The annual meeting of the shareholders for the election of directors
and the transaction of whatever other business may be brought before said
meeting shall be held at the main office or such other place as the board of
directors may designate, on the day of each year specified therefor in the
bylaws, but if no election is held on that day, it may be held on any subsequent
day according to the provisions of law; and all elections shall be held
according to such lawful regulations as may be prescribed by the board of
directors.
FIFTH. The authorized amount of capital stock of this Association shall be
eight million five hundred thousand (8,500,000) shares of which three million
five hundred thousand (3,500,000) shares shall be common stock with a par value
of six and 25/100 dollars ($6.25) each and of which five million (5,000,000)
shares without par value shall be preferred stock. The capital stock may be
increased or decreased from time to time, in accordance with the provisions of
the laws of the United States.
No holder of shares of the capital stock of any class of the Association shall
have any pre-emptive or preferential right of subscription to any shares of any
class of stock of the Association, whether now or hereafter authorized, or to
any obligations convertible into stock of the Association, issued or sold, nor
any right of subscription to any thereof other than such, if any, as the board
of directors, in its discretion, may from time to time determine and at such
price as the board of directors may from time to time fix.
The board of directors of the Association is authorized, subject to limitations
prescribed by law and the provisions of this Article, to provide for the
issuance from time to time in one or more series of any number of the preferred
shares, and to establish the number of shares to be included in each such
series, and to fix the designation, relative rights, preferences, qualifications
and limitations of the shares of each such series. The authority of the board
of directors with respect to each series shall include, but not be limited to,
determination of the following:
a. The number of shares constituting that series and the distinctive designation
of that series;
<PAGE>
b. The dividend rate on the shares of that series, whether dividends shall be
cumulative, and, if so, from which date or dates, and whether they shall be
payable in preference to, or in another relation to, the dividends payable to
any other class or classes or series of stock;
c. Whether that series shall have voting rights, in addition to the voting
rights provided by law, and, if so, the terms of such voting rights;
d. Whether that series shall have conversion or exchange privileges, and, if so,
the terms and conditions of such conversion or exchange, including provision
for adjustment of the conversion or exchange rate in such events as the board
of directors shall determine;
e. Whether or not the shares of that series shall be redeemable, and, if so, the
terms and conditions of such redemption, including the manner of selecting
shares for redemption if less than all shares are to be redeemed, the date or
dates upon or after which they shall be redeemable, and the amount per share
payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;
f. Whether that series shall be entitled to the benefit of a sinking fund to be
applied to the purchase or redemption of shares of that series, and, if so,
the terms and amounts of such sinking fund;
g. The right of the shares of that series to the benefit of conditions and
restrictions upon the creation of indebtedness of the Association or any
subsidiary, upon the issue of any additional stock (including additional
shares of such series or of any other series) and upon the payment of
dividends or the making of other distributions on, and the purchase,
redemption or other acquisition by the Association or any subsidiary of any
outstanding stock of the Association;
h. The right of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the Association and
whether such rights shall be in preference to, or in another relation to, the
comparable rights of any other class or classes or series of stock; and
i. Any other relative, participating, optional or other special rights,
qualifications, limitations or restrictions of that series.
Shares of any series of preferred stock which have been redeemed (whether
through the operation of a sinking fund or otherwise) or which, if convertible
or exchangeable, have been converted into or exchanged for shares of stock of
any other class or classes shall have the status of authorized and unissued
shares of preferred stock of the same series and may be reissued as part of the
series of which they were originally a part or may be reclassified and reissued
as part of a new series of preferred stock to be created by resolution or
resolutions of the board of directors or as part of any other series of
preferred stock, all subject to the conditions and the restrictions adopted by
the board of directors providing for the issue of any series of preferred stock
and by the provisions of any applicable law.
Subject to the provisions of any applicable law, or except as otherwise provided
by the resolution or resolutions providing for the issue of any series of
preferred stock, the holders of outstanding shares of common stock shall
exclusively possess voting power for the election of directors and for all other
purposes, each holder of record of shares of common stock being entitled to one
vote for each share of common stock standing in his name on the books of the
Association.
-2-
<PAGE>
Except as otherwise provided by the resolution or resolutions providing for the
issue of any series of preferred stock, after payment shall have been made to
the holders of preferred stock of the full amount of dividends to which they
shall be entitled pursuant to the resolution or resolutions providing for the
issue of any other series of preferred stock, the holders of common stock shall
be entitled, to the exclusion of the holders of preferred stock of any and all
series, to receive such dividends as from time to time may be declared by the
board of directors.
Except as otherwise provided by the resolution or resolutions for the issue of
any series of preferred stock, in the event of any liquidation, dissolution or
winding up of the Association, whether voluntary or involuntary, after payment
shall have been made to the holders of preferred stock of the full amount to
which they shall be entitled pursuant to the resolution or resolutions providing
for the issue of any series of preferred stock the holders of common stock shall
be entitled, to the exclusion of the holders of preferred stock of any and all
series, to share, ratable according to the number of shares of common stock held
by them, in all remaining assets of the Association available for distribution
to its shareholders.
The number of authorized shares of any class may be increased or decreased by
the affirmative vote of the holders of a majority of the stock of the
Association entitled to vote.
SIXTH. The board of directors shall appoint one of its members president of
this Association, who shall be chairman of the board, unless the board appoints
another director to be the chairman. The board of directors shall have the
power to appoint one or more vice presidents; and to appoint a secretary and
such other officers and employees as may be required to transact the business of
this Association.
The board of directors shall have the power to define the duties of the officers
and employees of the Association; to fix the salaries to be paid to them; to
dismiss them; to require bonds from them and to fix the penalty thereof; to
regulate the manner in which any increase of the capital of the Association
shall be made; to manage and administer the business and affairs of the
Association; to make all bylaws that it may be lawful for them to make; and
generally to do and perform all acts that it may be legal for a board of directs
to do and perform.
SEVENTH. The board of directors shall have the power to change the location of
the main office to any other place within the limits of the City of Hartford,
Connecticut, without the approval of the shareholders but subject to the
approval of the Comptroller of the Currency; and shall have the power to
establish or change the location of any branch or branches of the Association to
any other location, without the approval of the shareholders but subject to the
approval of the Comptroller of the Currency.
EIGHTH. The corporate existence of this Association shall continue until
terminated in accordance with the laws of the United States.
NINTH. The board of directors of this Association, or any three or more
shareholders owning, in the aggregate, not less than ten percent (10%) of the
stock of this Association, may call a special meeting of shareholders at any
time. Unless otherwise provided by the laws of the United States, a notice of
the time, place and purpose of every annual and special meeting of the
shareholders shall be given by first class mail, postage prepaid, mailed at
least ten (10) days prior to the date of such meeting to each shareholder of
record at his address as shown upon the books of this Association.
TENTH. Any person, his heirs, executors, or administrators may be indemnified
or reimbursed by the Association for reasonable expenses actually incurred in
connection with any action, suit, or proceeding, civil or criminal, to which he
or they shall be made a party by reason of his being or having been a director,
officer, or employee of the Association or any firm, corporation, or
-3-
<PAGE>
organization which he served in any such capacity at the request of the
Association: provided, that no person shall be so indemnified or reimbursed in
relation to any matter in such action, suit, or proceeding as to which he shall
finally be adjudged to have been guilty of or liable for gross negligence,
willful misconduct or criminal acts in the performance of his duties to the
Association: and, provided further, that no person shall be so indemnified or
reimbursed in relation to any matter in such action, suit, or proceeding which
has been made the subject of a compromise settlement except with the approval of
a court of competent jurisdiction, or the holders of record of a majority of the
outstanding shares of the Association, or the board of directors, acting by vote
of directors not parties to the same or substantially the same action, suit, or
proceeding, constituting a majority of the whole number of directors. The
foregoing right of indemnification or reimbursement shall not be exclusive of
other rights to which such person, his heirs, executors, or administrators may
be entitled as a matter of law. The Association may, upon the affirmative vote
of a majority of its board of directors, purchase insurance for the purpose of
indemnifying its directors, officers and other employees to the extent that such
indemnification is allowed in the preceding paragraph. Such insurance may, but
need not, be for the benefit of all directors, officers, or employees.
ELEVENTH. These articles of association may be amended at any regular or
special meeting of the shareholders by the affirmative vote of the holders of a
majority of the stock of this Association, unless the vote of the holders of
greater amount of stock is required by law, and in that case by the vote of the
holders of such greater amount. 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.
I hereby certify that the articles of association of this Association, in their
entirety, are listed above in terms first through eleventh.
__________________________________Secretary/Assistant Secretary
Dated at ________________________, as of _________________.
Revision of March 30, 1995
<PAGE>
EXHIBIT 2
[LOGO]
--------------------------------------------------------------------------------
COMPTROLLER OF THE CURRENCY
ADMINISTRATOR OF NATIONAL BANKS
--------------------------------------------------------------------------------
Washington, D.C. 20219
CERTIFICATE
I, Eugene A. Ludwig, Comptroller of the Currency, do hereby certify
that:
(1) The Comptroller of the Currency, pursuant to Revised Statutes
324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession,
custody and control of all records pertaining to the chartering, regulation and
supervision of all National Banking Associations.
(2) "Shawmut Bank Connecticut, National Association", Hartford,
Connecticut, (Charter No. 1338), is a National Banking Association formed
under the laws of the United States and is authorized thereunder to transact
the business of banking on the date of this Certificate.
IN TESTIMONY WHEREOF, I have hereunto
subscribed my name and caused my seal of
office to be affixed to these presents at
the Treasury Department, in the City of
Washington and District of Columbia, this
15th day of June, 1995.
/s/ EUGENE A. LUDWIG
----------------------------------
Comptroller of the Currency
<PAGE>
EXHIBIT 3
[LOGO]
--------------------------------------------------------------------------------
COMPTROLLER OF THE CURRENCY
ADMINISTRATOR OF NATIONAL BANKS
--------------------------------------------------------------------------------
Washington, D.C. 20219
Certification of Fiduciary Powers
I, Eugene A. Ludwig, Comptroller of the Currency, do hereby certify
the records in this Office evidence "Shawmut Bank Connecticut, National
Association", Hartford, Connecticut, (Charter No. 1338), was granted, under
the hand and seal of the Comptroller, the right to act in all fiduciary
capacities authorized under the provisions of The Act of Congress approved
September 28, 1962, 76 Stat. 668, 12 U.S.C. 92a. I further certify the
authority so granted remains in full force and effect.
IN TESTIMONY WHEREOF, I have hereunto
subscribed my name and caused my 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
15th day of June, 1995.
/s/ EUGENE A. LUDWIG
----------------------------------
Comptroller of the Currency
<PAGE>
EXHIBIT 4
BYLAWS
OF
SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1.1 Annual Meeting. The regular annual meeting of the shareholders to
elect directors and transact whatever other business may properly come before
the meeting, shall be held at the main office of the association, city of
Hartford, state of Connecticut or such other places as the board of directors
may designate, at 1:00 o'clock, on the third Wednesday of April of each year,
or if that date falls on a legal holiday in the state in which the association
is located, on the next following banking day. If, for any cause, an election
of directors is not made on that date, or in the event of a legal holiday, on
the next following banking day, an election may be held on any subsequent day
within 60 days of the date fixed, to be designated by the board directors, or,
if the directors fail to fix the date, by shareholders representing two-thirds
of the shares.
Section 1.2. Special Meetings. Except as otherwise specifically provided by
statute, special meetings of the shareholders may be called for any purpose at
any time by the board of directors or upon call of the Chairman or at the
written request of shareholders owning, in the aggregate, not less than ten
(10) percent of the stock of the association.
Section 1.3. Notice of Meetings. Unless otherwise provided by the laws of the
United States, a notice of the time, place and purpose of every regular annual
meeting or special meeting of shareholders shall be given by first-class mail,
postage prepaid, mailed at least ten (10) days prior to the date of such
meeting to each shareholder of record at his address as shown upon the books of
the association. If an annual or special shareholders' meeting is adjourned to
a different date, time, or place, notice need not be given of the new date,
time or place, if the new date, time or place is announced at the meeting
before adjournment, unless any additional items of business are to be
considered, or the association becomes aware of an intervening event materially
affecting any matter to be voted on more than 10 days prior to the date to
which the meeting is adjourned. If a new record date for the adjourned meeting
is fixed, however, notice of the adjourned meeting must be given to persons who
are shareholders as of the new record date.
Section 1.4. Proxies. Shareholders may vote at any meeting of the shareholders
by proxies duly authorized in writing. Proxies shall be valid only for one
meeting, to be specified therein, and any adjournments of such meeting.
Proxies shall be dated and filed with the records of the meeting. Proxies with
rubber-stamped facsimile signatures may be used and unexecuted proxies may be
counted upon receipt of a confirming telegram from the shareholder. Proxies
meeting the above requirements submitted at any time during a meeting shall be
accepted.
<PAGE>
Section 1.5. Quorum. A majority of the outstanding capital stock, represented
in person or by proxy, shall constitute a quorum at any meeting of
shareholders, but less than a quorum may adjourn any meeting, from time to
time, and the meeting may be held, as adjourned, without further notice.
Section 1.6. Voting. In deciding on questions at meetings of shareholders,
except in the election of directors, each shareholder shall be entitled to one
vote for each share of stock held. A majority of votes cast shall decide each
matter submitted to the shareholders at the meeting except in cases where by
law a larger vote is required.
ARTICLE II
DIRECTORS
Section 2.1. Board of Directors. The board of directors shall manage and
administer the business and affairs of the association. Except as expressly
limited by law, all corporate powers of the association shall be vested in and
may be exercised by the board.
Section 2.2. Number. The board shall consist of not less than five nor more
than twenty-five shareholders, the exact number within such minimum and maximum
limits to be fixed and determined from time to time by resolution of a majority
of the full board or by resolution of a majority of the shareholders at any
meeting thereof.
Section 2.3. Term. The directors of this association shall hold office for one
year and until their successors are elected and have qualified.
Section 2.4. Oath. Each person elected or appointed a director of this
association must take the oath of such office as prescribed by the laws of the
United States. No person elected or appointed a director of this association
shall exercise the functions of such office until he has taken such oath.
Section 2.5. Honorary Directors. There may not be more than five honorary
directors of the association who shall be entitled to attend meetings of the
board and take part in its proceedings but without the right to vote. Honorary
directors shall be appointed at the annual meeting of the board of directors to
hold office until the next annual meeting provided, however, that the board may
at any regularly constituted meeting between annual meetings of the board of
directors appoint honorary directors within the limitations imposed by this
bylaw.
Section 2.6. Vacancies. Any vacancies occurring in the board of directors for
any reason, including an increase in the number thereof, may be filled, in
accordance with the laws of the United States, by appointment by the remaining
directors, and any director so appointed shall hold office until the next
annual meeting and until his successor is elected and has qualified.
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<PAGE>
Section 2.7. Organization Meeting. The annual meeting of the board of
directors shall be held at the main office of the association to organize the
new board and appoint committees of the board and officers of the association
for the succeeding year, and for transacting such other business as properly
may come before the meeting. Such meeting shall be held on the day of the
election of directors or as soon thereafter as practicable, and, in any event,
within 30 days thereof. If, at the time fixed for such meeting, there shall
not be a quorum, the directors present may adjourn the meeting, from time to
time, until a quorum is obtained.
Section 2.8. Regular Meetings. The regular meetings of the board of directors
shall be held, without notice, at the main office, or at such other place as
has been duly authorized by the board, on such day and at such time as the
board shall determine. When any regular meeting of the board falls upon a
holiday, the meeting shall be held on the next banking business day unless the
board shall designate another day.
Section 2.9. Special Meetings. Special meetings of the board of directors may
be called by the chairman, the president, or at the request of seven or more
directors. Each member of the board of directors shall be given notice stating
the time and place by telegram, letter, or in person, of each special meeting.
Section 2.10. Quorum. A majority of the members of the board shall constitute
a quorum at any meeting. If the number of directors is reduced below the
number that would constitute a quorum, no business may be transacted, except
selecting directors to fill vacancies in conformance with these bylaws. If a
quorum is present, the board of directors may take action through the vote of a
majority of the directors who are in attendance.
Section 2.11. Record Time. The board of directors may fix a day and hour, not
exceeding fifty (50) days preceding the date fixed for the payment of any
dividend or for any meeting of the shareholders as a record time for the
determination of shareholders entitled to receive such dividend, or as the time
as of which shareholders entitled to notice of and to vote at such meeting
shall be determined, as the case may be, and only shareholders of record at the
time so fixed shall be entitled to receive such dividend or to notice of and to
vote at such meeting.
Section 2.12. Fees. All directors other than directors who are officers of the
association or its affiliates shall be entitled to reasonable fees for their
services as such directors and as members of committees of the board, said fees
to be fixed by vote of the board.
ARTICLE III
COMMITTEES OF THE BOARD
Section 3.1. Executive Committee. The board of directors may establish an
executive committee consisting of the chairman, not less than five directors,
not officers, who are appointed by the board, and such other directors as the
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<PAGE>
board may appoint. The board shall designate the chairman thereof. The
Executive Committee shall possess and may exercise such powers as are provided
in these bylaws and all other delegable powers of the board and shall meet at
the call of any member thereof. All action of said committee shall be reported
to the board at the next regular board meeting thereafter. Four members of the
Committee, of whom not less than three shall be directors who are not officers,
shall be necessary to constitute a quorum.
Section 3.2. Loan and Investment Committee. The board of directors shall
establish a loan and investment committee consisting of the chairman, the
president, not less than four directors, not officers, who are appointed by the
board, and such other directors as the board may appoint. The committee shall
ensure that the association's credit and investment policies are adequate and
that lending and investment activities are conducted in accordance with the
association's policies and with applicable laws and regulations. The committee
shall exercise oversight and receive reports with respect to lending activities
and credit risk management. The committee shall also exercise oversight and
receive reports with respect to the association's securities portfolio and
securities portfolio activities to ensure appropriate portfolio
diversification, asset quality, liquidity, and profitability. The committee
shall also have oversight responsibilities with respect to the association's
investment policy, liquidity policy, liquidity contingency planning and
interest rate risk exposure. All action by the committee shall be reported to
the board at the next regular board meeting thereafter. Four members of the
committee, of whom not less than two shall be directors who are not officers,
shall be necessary to constitute a quorum.
Section 3.3. Trust Committee. The board of directors shall establish a trust
committee consisting of the president and not less than four directors, not
officers, who are appointed by the board and such other directors as the board
may appoint. The trust committee shall have authority, between meetings of the
board, to discharge the responsibilities of the association with respect to the
exercise of fiduciary powers, except as the board may by resolution or other
appropriate action otherwise from time to time determine. All action by said
committee shall be reported to the board at the next regular board meeting
thereafter. Four members of the trust committee, of whom at least two shall be
directors who are not officers, shall be necessary to constitute a quorum.
Section 3.4. Audit Committee. The audit committee of Shawmut National
Corporation, no member of whom is an officer of the association, is designated
to oversee the audit affairs of the association. Members of the association's
board of directors, none of whom may be officers of the association, may serve
on the audit committee of Shawmut National Corporation. In addition, the board
may, from time to time, appoint an audit committee consisting of not less than
four members of the board, no one of whom shall be an executive officer of the
association, to perform such audit functions as may be assigned by the board.
The duty of the audit committee shall be to examine at least once during each
calendar year and within 15 months of the last examination of affairs of the
association or cause suitable examination to be made by auditors responsible
only to the board of directors and to report the result of such examination in
writing to the board at the next regular meeting
-4-
<PAGE>
thereafter. Such report shall state whether the association is in a sound
condition, whether fiduciary powers have been administered according to law and
sound fiduciary principles, whether adequate internal controls and procedures
are being maintained, and shall recommend to the board of directors such
changes in the manner of conducting the affairs of the association as shall be
deemed advisable.
Section 3.5. Community Affairs Committee. The board of directors shall
establish a community affairs committee consisting of not less than four
directors and such other persons as shall be appointed by the board. The
community affairs committee shall oversee compliance by the association with
the policies and provisions of the Community Reinvestment Act of 1978, as
amended; shall establish and supervise policies relating to voluntary corporate
contributions and other matters of business and community conduct, all as the
board or the chairman may from time to time specify or request. All actions by
said committee shall be reported to the board at the next regular board meeting
thereafter. Three members of the committee, of whom at least two shall be
directors who are not officers, shall be necessary to constitute a quorum.
Section 3.6. Substitute Committee Members. In the case of the absence of any
member of any committee of the board from any meeting of such committee, the
directors who are not officers and are present at such meeting, or the senior
officer present if no such directors are there, may designate a substitute to
serve in lieu of such absent member. Such substitute need not be a director
unless such absent member is a director, but in any case when the board of
directors shall have designated one or more alternate members for such
committee, the substitute shall be selected from such of said alternates as are
then available.
Section 3.7. Additional Committees. The board of directors may by resolution
designate one or more additional committees, each consisting of two or more of
the directors. Any such additional committee shall have and may exercise such
powers as the board may from time to time prescribe for furthering the business
and affairs of the association.
ARTICLE IV
WAIVER OF NOTICE; WRITTEN CONSENT; PARTICIPATION BY TELEPHONE
Section 4.1. Waiver of Notice. Notice of the time, place and purpose of any
regular meeting of the board of directors or a committee thereof may be waived
in writing by any director or member of such committee, as the case may be,
either before or after such meeting. Attendance in person at a meeting of the
board of directors or a committee thereof shall be deemed to constitute a
waiver of notice thereof.
Section 4.2. Written Consent. Unless otherwise restricted by the articles of
association or these bylaws, any action required or permitted to be taken at
any meeting of the board of directors or a committee thereof may be taken
without a meeting if a consent in writing, setting forth the action to so be
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<PAGE>
taken, shall be signed before or after such action by all of the directors, or
all of the members of a committee thereof, as the case may be. Such written
consent shall be filed with the records of the association.
Section 4.3. Participation by Telephone. One or more directors may participate
in a meeting of the board of directors, of a committee of the board, or of the
shareholders, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in this manner shall constitute presence in person
at such meeting.
ARTICLE V
OFFICERS AND EMPLOYEES
Section 5.1. Officers. The officers of the association shall consist of a
chairman, a president, one or more vice chairmen, one or more executive vice
presidents, one or more senior vice presidents, one or more vice presidents, a
secretary, an auditor and such other officers as may be appropriate for the
prompt and orderly transaction of the business of the association. Any officer
may hold more than one office, except that the chairman and president may not
also serve as secretary. The chairman, the president, any vice chairman, and
the auditor shall be elected annually by the board of directors to serve for
one year and until his successor is elected and qualifies. All other officers
shall be appointed to hold office during the pleasure of the board, which may
in its discretion delegate the authority to appoint and remove any officer or
officers (other than the auditor) below the ranks of president and vice
chairman.
Section 5.2. Chairman. The chairman shall preside or designate the presiding
officer at all meetings of the board of directors and shareholders. The
chairman shall be the chief executive officer of the association unless
otherwise designated by the board, and may have and exercise such further
powers and duties as from time to time may be conferred upon or assigned to the
chairman by the board of directors. The chairman may establish advisory
committees for any branch, region, or division of the association to advise on
the affairs of such branch, region, or division; provided that such advisory
committee members shall not attend meetings of the board of directors or any
committee thereof, and shall not participate in the management of the
association. If at any time the office of chairman shall be vacant, the powers
and duties of that office shall devolve upon the president; if the office of
president shall be vacant, the powers and duties of that office shall devolve
upon the chairman; and if the office of the chairman and president are vacant,
the board shall designate one or more officers of the association to perform
the duties of chairman until such time as a new chairman is appointed.
Section 5.3. President. The president shall have general executive powers and
may also have and exercise such further powers and duties as may be conferred
upon or assigned by the board or the chairman.
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<PAGE>
Section 5.4. Vice Chairman. Each Vice Chairman shall perform such duties as
may be assigned from time to time by the board of directors or the chairman.
Section 5.5. Secretary. The secretary of the association, or other designated
officer of the association, shall keep accurate minutes of all meetings of the
board of directors; shall attend to the giving of all notices required by these
bylaws; shall be custodian of the corporate seal, records, documents and papers
of the association; shall provide for the keeping of proper records of all
transactions of the association; shall have and may exercise any and all other
powers and duties pertaining by law, regulation or practice, or imposed by the
bylaws; and shall also perform such other duties as may be assigned from time
to time, by the board of directors or the chairman.
Section 5.6. Auditor. The general auditor of the association, or his designee,
shall be the officer in charge of auditing. Said officer shall be responsible
for the conduct of a program of continuous audits of the association and all of
its departments and shall make, or cause to be made, further examinations as he
deems necessary or are required from time to time by the responsible audit
committee or the board. Said officer shall report the results of audit
activities periodically to the responsible audit committee or the board.
Section 5.7. Other Officers. All other officers shall perform such duties and
exercise such powers as shall pertain to their respective offices, or as shall
be imposed by law, or as may be conferred upon, or assigned to them by the
board of directors or the chairman.
Section 5.8. Resignation. An officer may resign at any time by delivering
notice to the association. A resignation is effective when the notice is given
unless the notice specifies a later effective date.
ARTICLE VI
SIGNING AUTHORITY
Section 6.1. Signing Authority. Each officer of this association, excluding
the auditor and each other officer whose primary duties are auditing in nature,
shall have authority for and on behalf of this association to execute, deliver,
sign and endorse checks, drafts, pledges, certificates, receipts for money,
warehouse receipts, bills of lading or similar documents, contracts arising in
the ordinary course of the business of the association, bankers' acceptances
made by the association, commercial credits of the association, securities and
property received in trust or for deposit, proxies to vote stock held by the
association in any capacity, petitions, foreclosures and other deeds, powers,
leases, assignments, discharges, releases, extensions, purchase agreements,
conveyances, and other written instruments pertaining to real estate or
interest therein and, where indicated, to affix the corporate seal of the
association to any of the foregoing; to guarantee and witness signatures upon
securities, documents or other written
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<PAGE>
instruments; to purchase, sell, assign, pledge or transfer funds or other
securities of the association or within its control as a fiduciary; and,
subject to the approval of such officer or committee as the board may
designate, to accept trusts and appointments and to execute trust indentures
and any other instruments establishing trusts or making appointments. Each
officer at the level of senior vice president or above, shall be empowered to
authorize another person or persons, whether or not such other person or
persons are officers or employees of the association, to sign or endorse any of
the foregoing documents on behalf of the association in a particular
transaction; but such officer shall by signed entry personally note the fact of
such authorization on the records of the association relating to such
transaction. The officer in charge of the international division of the
association, or in his absence his designee, shall be empowered to authorize
another person or persons, whether or not such other person or persons are
officers or employees of the association, to execute documents and do such
other acts and things as may be required in connection with a particular loan
or extension of credit, proceeding before a court or other judicial or
administrative body, or other transaction; but such officer shall by signed
entry personally note the fact of such authorization on the records of the
association relating to such act or transaction. Any one officer at the level
of senior vice president or above shall have authority for and on behalf of the
association to borrow money. The chairman, the president, any vice chairman,
any executive vice president, and the senior vice president or other officer in
charge of investment administration or such other officers as may be designated
by the chairman may each, acting singly, authorize borrowings and request
advances from any Federal Reserve Bank or any Federal Home Loan Bank, as the
case may be, and may agree with said bank upon appropriate terms and collateral
for such transactions. The officers and other employees of the association
shall have such further signature powers as may be specified by the board of
directors or by the chairman or his designee.
ARTICLE VII
STOCK AND STOCK CERTIFICATES
Section 7.1. Transfers. Shares of stock shall be transferable on the books of
the association, and a transfer book shall be kept in which all transfers of
stock shall be recorded. Every person becoming a shareholder by such transfer
shall in proportion to his or her shares, succeed to all rights of the prior
holder of such shares. The board of directors may impose conditions upon the
transfer of the stock reasonably calculated to simplify the work of the
association with respect to stock transfer, voting shareholder meetings, and
related matters and to protect it against fraudulent transfer.
Section 7.2. Stock Certificates. Certificates of stock shall bear the
signature of the chairman or president (which may be engraved, printed or
impressed), and shall be signed manually or by facsimile process by the
secretary or assistant secretary, and the seal of the association shall be
engraved thereon. Each certificate shall recite on its face that the stock
represented thereby is transferable only upon the books of the association
properly endorsed.
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<PAGE>
ARTICLE VIII
CORPORATE SEAL
Section 8. Corporate Seal. The board of directors shall provide a seal for
the association. The secretary shall have custody thereof and may designate
such other officers as may have counterparts.
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 9.1. Fiscal Year. The fiscal year of the association shall be the
calendar year.
Section 9.2. Records. The articles of association, the bylaws and the
proceedings of all meetings of the shareholders, the board of directors, and
standing committees of the board, shall be recorded in appropriate minute books
provided for that purpose. The minutes of each meeting shall be signed by the
secretary or other officer appointed to act as secretary of the meeting.
ARTICLE X
BYLAWS
Section 10. Amendments. These bylaws may be altered, amended, or added to or
repealed by a vote of a majority of the members of the board then in office at
any meeting, provided that notice thereof shall have been given in the notice
of such meeting.
A true copy
Attest:
Secretary/Assistant Secretary
---------------------------------------
Dated at , as of .
--------------------------------------- ----------------------
Revision of January 11, 1993
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<PAGE>
EXHIBIT 5
CONSENT OF THE TRUSTEE
REQUIRED BY SECTION 321(b)
OF THE TRUST INDENTURE ACT OF 1939
The undersigned, as Trustee under the Indenture to be entered into between
Heller Financial, Inc. and Shawmut Bank Connecticut,
National Association, as Trustee, does hereby consent that, pursuant to Section
321(b) of the Trust Indenture Act of 1939, reports of examinations with respect
to the undersigned by Federal, State, Territorial or District authorities may
be furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
SHAWMUT BANK CONNECTICUT,
NATIONAL ASSOCIATION,
as Trustee
By /s/ KATHY A. LARIMORE
-------------------------------
Its: Assistant Vice President
Dated: June 9, 1995
<PAGE>
EXHIBIT 6
<TABLE>
<S> <C>
Board of Governors of the Federal Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance Corporation
OMB Number: 3064-0052
Office of the Comptroller of the Currency
OMB Number: 1557-0081
FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL Expires July 31, 1995
-----------------------------------------------------------------------------------------------------------------------------
Please refer to page i, / 1 /
[LOGO] Table of Contents, for
the required disclosure
of estimated burden.
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</TABLE>
<PAGE>
CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR
A BANK WITH DOMESTIC AND FOREIGN OFFICES--FFIEC 031
(941231)
REPORT AT THE CLOSE OF BUSINESS MARCH 31, 1995 -----------
(RCRI 9999)
This report is required by law: 12 U.S.C. Section 324 (State member banks);
12 U.S.C. Section 1817 (State nonmember banks); and 12 U.S.C. Section 161
(National banks).
This report form is to be filed by banks with branches and consolidation
subsidiaries in U.S. territories and possessions, Edge or Agreement
subsidiaries, foreign branches, consolidated foreign subsidiaries, or
International Banking Facilities.
--------------------------------------------------------------------------------
NOTE: The Reports of Condition and Income must be signed by an authorized
officer and the Report of Condition must be attested to by not less than two
directors (trustees) for State nonmember banks and three directors for State
member and National banks.
I, Susan E. Lester, E.V.P. and C.F.O.
-----------------------------------------------------------------------------
Name and Title of Officer Authorized to Sign Report
of the named bank do hereby declare that these Reports of Condition and
Income (including the supporting schedules) have been prepared in conformance
with the instructions issued by the appropriate Federal regulatory authority
and are true to the best of my knowledge and belief.
/s/ SUSAN E. LESTER
--------------------------------------------------------------------------------
Signature of Officer Authorized to Sign Report
April 30, 1995
--------------------------------------------------------------------------------
Date of Signature
The Reports of Condition and Income are to be prepared in accordance with
Federal regulatory authority instructions. NOTE: These instructions may in
some cases differ from generally accepted accounting principles.
We, the undersigned directors (trustees), attest to the correctness of this
Report of Condition (including the supporting schedules) 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 appropriate Federal
regulatory authority and is true and correct.
/s/ GUNNAR S. OVERSTROM
--------------------------------------------------------------------------------
Director (Trustee)
/s/ JOEL B. ALVORD
--------------------------------------------------------------------------------
Director (Trustee)
/s/ DAVID L. EYLES
--------------------------------------------------------------------------------
Director (Trustee)
--------------------------------------------------------------------------------
<PAGE>
FOR BANKS SUBMITTING HARD COPY REPORT FORMS:
STATE MEMBER BANKS: Return the original and one copy to the appropriate Federal
Feserve District Bank.
STATE NONMEMBER BANKS: Return the original only in the special return address
envelope provided. If express mail is used in lieu of the special return address
envelope, return the original only to the FDIC, c/o Quality Data Systems, 2127
Espey Court, Crofton, MD 21114.
NATIONAL BANKS: Return the original only in the special return address envelope
provided. If express mail is used in lieu of the special return address
envelope, return the original only to the FDIC, c/o Quality Data Systems, 2127
Espey Court, Crofton, MD 21114.
<TABLE>
<CAPTION>
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<S> <C>
___ ___
FDIC Certificate Number | | | | | | | |
______________________ CALL NO. 190 31 12-31-94
(RCRI 9060)
CERT: 02499 10582 STBK 09-0590
SHAWMUT BANK CONNECTICUT, NATIONAL A
777 MAIN STREET
HARTFORD, CT 06115
| |
___ ___
<FN>
Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency
</TABLE>
<PAGE>
FFIEC 031
Page i
/2/
Consolidated Reports of Condition and Income for
A Bank With Domestic and Foreign Offices
________________________________________________________________________________
TABLE OF CONTENTS
SIGNATURE PAGE Cover
REPORT OF INCOME
Schedule RI--Income Statement...........................................RI-1,2,3
Schedule RI-A--Changes in Equity Capital....................................RI-3
Schedule RI-B--Charge-offs and Recoveries and
Changes in Allowance for Loan and Lease
Losses..................................................................RI-4,5
Schedule RI-C--Applicable Income Taxes by
Taxing Authority..........................................................RI-5
Schedule RI-D--Income from
International Operations..................................................RI-6
Schedule RI-E--Explanations...............................................RI-7,8
REPORT OF CONDITION
Schedule RC--Balance Sheet................................................RC-1,2
Schedule RC-A--Cash and Balances Due
From Depository Institutions..............................................RC-3
Schedule RC-B--Securities.................................................RC-4,5
Schedule RC-C--Loans and Lease Fianancing
Receivables:
Part I. Loans and Leases..............................................RC-6,7
Part II. Loans to Small Businesses and
Small Farms (included in the forms for
June 30 only).....................................................RC-7a,7b
Schedule RC-D--Trading Assets and Liabilities
(to be completed only by selected banks)..................................RC-8
Schedule RC-E--Deposit Liabilities.......................................RC-9,10
Schedule RC-F--Only Assets.................................................RC-11
Schedule RC-G--Other Liabilities...........................................RC-11
Schedule RC-H--Selected Balance Sheet Items for
Domestic Offices.........................................................RC-12
Schedule RC-I--Selected Assets and Liabilities
of IBF's.................................................................RC-13
Schedule RC-K--Quarterly Averages..........................................RC-13
Schedule RC-L--Off-Balance Sheet Items..................................RC-14,15
Schedule RC-M--Memoranda................................................RC-16,17
Schedule RC-N--Past Due and Nonaccrual Loans,
Leases, and Other Assets..............................................RC-18,19
Schedule RC-O--Other Data for Deposit
Insurance Assessments.................................................RC-20,21
Schedule RC-R--Risk-Based Captial.......................................RC-22,23
Optional Narrative Statement Concerning the
Amounts Reported in the Reports of
Conditions and Income....................................................RC-24
Special Report (TO BE COMPLETED BY ALL BANKS)
Schedule RC-J--Repricing Opportunities (sent only to
and to be completed only by savings banks)
<PAGE>
DISCLOSURE OF ESTIMATED BURDEN
The estimated average burden associated with this information collection is
30.7 hours per respondent and is estimated to vary from 15 to 200 hours per
response, depending on individual circumstances. Burden estimates include the
time for reviewing instructions, gathering and maintaining data in the required
form, and completing the information collection, but exclude the time for
compiling and maintaining business records in the normal course of a
respondent's activities. Comments concerning the accuracy of this burden
estimate and suggestions for reducing this burden should be directed to the
Office of Information and Regulatory Affairs. Office of Management and Budget,
Washington, D.C. 20503, and to one of the following:
Secretary
Board of Governors of the Federal Reserve System
Washington, D.C. 20551
Legislative and Regulatory Analysis Division
Office of the Comptroller of the Currency
Washington, D.C. 20219
Assistant Executive Secretary
Federal Deposit Insurance Corporation
Washington, D.C. 20429
For information or assistance, national and state nonmember banks should
contact the FDIC's Call Reports Analysis Unit, 550 17th Street, NW, Washington,
D.C. 20429, toll free on (800)688-FDIC (3342), Monday through Friday between
8:00 a.m. and 5:00 p.m., Eastern time. State member banks should contact their
Federal Reserve District Bank.
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RI-1
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Consolidated Report of Income
for the period January 1, 1995-June 30, 1995
All Report of Income schedules are to be reported on a calendar year-to-date basis in thousands of dollars.
Schedule RI--Income Statement
__________
| I480 |
____________ ________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
_______________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Interest income: | ////////////////// |
a. Interest and fee income on loans: | ////////////////// |
(1) In domestic offices: | ////////////////// |
(a) Loans secured by real estate ................................................... | 4011 196,681 | 1.a.(1)(a),
(b) Loans to depository institutions ............................................... | 4019 565 1.a.(1)(b)
(c) Loans to finance agricultural production and other loans to farmers ............ | 4024 152 | 1.a.(1)(c)
(d) Commercial and industrial loans ................................................ | 4012 222,919 | 1.a.(1)(d)
(e) Acceptances of other banks ..................................................... | 4026 57 | 1.a.(1)(e)
(f) Loans to individuals for household, family, and other personal expenditures: | ////////////////// |
(1) Credit cards and related plans ............................................. | 4054 526 | 1.a.(1)(f)(1)
(2) Other ...................................................................... | 4055 25,018 | 1.a.(1)(f)(2)
(g) Loans to foreign governments and official institutions ......................... | 4056 0 | 1.a.(1)(g)
(h) Obligations (other than securities and leases) of states and political | ////////////////// |
subdivisions in the U.S.: | ////////////////// |
(1) Taxable obligations ........................................................ | 4011 33 | 1.a.(1)(h)(1)
(2) Tax-exempt obligations ..................................................... | 4019 1,334 | 1.a.(1)(h)(2)
(i) All other loans in domestic offices ............................................ | 4024 31,078 | 1.a.(1)(i)
(2) In foreign offices, Edge and Agreement subsidiaries, and IBFs ...................... | 4059 0 | 1.a.(2)
b. Income from lease financing receivables: | ////////////////// |
(1) Taxable leases ..................................................................... | 4505 542 | 1.b.(1)
(2) Tax-exempt leases .................................................................. | 4307 0 | 1.b.(2)
c. Interest income on balances due from depository institutions:(1) | ////////////////// |
(1) In domestic offices ................................................................ | 4105 5 | 1.c.(1)
(2) In foreign offices, Edge and Agreement subsidiaries, and IBFs ...................... | 4106 2,573 | 1.c.(2)
d. Interest and dividend income on securities: | ////////////////// |
(1) U.S. Treasury securities and U.S. Government agency and corporation obligations .... | 4027 110,475 | 1.d.(1)
(2) Securities issued by states and political subdivisions in the U.S.: | ////////////////// |
(a) Taxable securities ............................................................. | 4506 0 | 1.d.(2)(a)
(b) Tax-exempt securities .......................................................... | 4507 1 | 1.d.(2)(b)
(3) Other domestic debt securities ..................................................... | 3657 32,831 | 1.d.(3)
(4) Foreign debt securities ............................................................ | 3658 107 | 1.d.(4)
(5) Equity securities (including investments in mutual funds) .......................... | 3659 2,652 | 1.d.(5)
e. Interest income from assets held in trading accounts ................................... | 4069 0 | 1.e.
______________________
<FN>
____________
(1) Includes interest income on time certificates of deposit not held in trading accounts.
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RI-2
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RI--Continued
________________
Dollar Amounts in Thousands | Year-to-date |
___________________________________________________________________________________ ______________
<S> <C> <C>
1. Interest income (continued) | RIAD Bil Mil Thou |
f. Interest income on federal funds sold and securities purchased | ////////////////// |
under agreements to resell in domestic offices of the bank and of | ////////////////// |
its Edge and Agreement subsidiaries, and in IBFs .................... | 4020 7,122 | 1.f.
g. Total interest income (sum of items 1.a through 1.f) ................ | 4107 634,671 | 1.g.
2. Interest expense: | ////////////////// |
a. Interest on deposits: | ////////////////// |
(1) Interest on deposits in domestic offices: | ////////////////// |
(a) Transaction accounts (NOW accounts, ATS accounts, and | ////////////////// |
telephone and preauthorized transfer accounts) .............. | 4508 5,650 | 2.a.(1)(a)
(b) Nontransaction accounts: | ////////////////// |
(1) Money market deposit accounts (MMDAs) ................... | 4509 10,588 | 2.a.(1)(b)(1)
(2) Other savings deposits .................................. | 4511 24,550 | 2.a.(1)(b)(2)
(3) Time certificates of deposit of $100,000 or more ........ | 4174 51,415 | 2.a.(1)(b)(3)
(4) All other time deposits ................................. | 4512 51,325 | 2.a.(1)(b)(4)
(2) Interest on deposits in foreign offices, Edge and Agreement | ////////////////// |
subsidiaries, and IBFs .......................................... | 4172 24,362 | 2.a.(2)
b. Expense of federal funds purchased and securities sold under | ////////////////// |
agreements to repurchase in domestic offices of the bank and of | ////////////////// |
its Edge and Agreement subsidiaries, and in IBFs .................... | 4180 118,772 | 2.b.
c. Interest on demand notes issued to the U.S. Treasury and on | ////////////////// |
other borrowed money ................................................ | 4185 61,822 | 2.c.
d. Interest on mortgage indebtedness and obligations under | ////////////////// |
capitalized leases .................................................. | 4072 421 | 2.d.
e. Interest on subordinated notes and debentures ....................... | 4200 8,361 | 2.e.
f. Total interest expense (sum of items 2.a through 2.e) ............... | 4073 357,266 | 2.f.
___________________________
3. Net interest income (item 1.g minus 2.f) ............................... | ////////////////// | RIAD 4074 | 277,405 | 3.
___________________________
4. Provisions: | ////////////////// |
___________________________
a. Provision for loan and lease losses ................................. | ////////////////// | RIAD 4230 | 5,448 | 4.a.
b. Provision for allocated transfer risk ............................... | ////////////////// | RIAD 4243 | 0 | 4.b.
___________________________
5. Noninterest income: | ////////////////// |
a. Income from fiduciary activities .................................... | 4070 40,094 | 5.a.
b. Service charges on deposit accounts in domestic offices ............. | 4080 33,150 | 5.b.
c. Trading gains (losses) and fees from foreign exchange transactions .. | 4075 253 | 5.c.
d. Other foreign transaction gains (losses) ............................ | 4076 0 | 5.d.
e. Gains (losses) and fees from assets held in trading accounts ........ | 4077 1,004 | 5.e.
f. Other noninterest income: | ////////////////// |
(1) Other fee income ................................................ | 5407 30,552 | 5.f.(1)
(2) All other noninterest income* ................................... | 5408 37,549 | 5.f.(2)
___________________________
g. Total noninterest income (sum of items 5.a through 5.f) ............. | ////////////////// | RIAD 4079 | 142,602 | 5.g.
6. a. Realized gains (losses) on held-to-maturity securities .............. | ////////////////// | RIAD 3521 | (6) | 6.a.
b. Realized gains (losses) on available-for-sale securities ............ | ////////////////// | RIAD 3196 | 1,640 | 6.b.
___________________________
7. Noninterest expense: | ////////////////// |
a. Salaries and employee benefits ...................................... | 4135 141,766 | 7.a.
b. Expenses of premises and fixed assets (net of rental income) | ////////////////// |
(excluding salaries and employee benefits and mortgage interest) .... | 4217 43,126 | 7.b.
c. Other noninterest expense* .......................................... | 4092 118,992 | 7.c.
___________________________
d. Total noninterest expense (sum of items 7.a through 7.c) ............ | ////////////////// | RIAD 4093 | 303,884 | 7.d.
___________________________
8. Income (loss) before income taxes and extraordinary items and other | ////////////////// |
___________________________
adjustments (item 3 plus or minus items 4.a, 4.b, 5.g, 6.a, 6.b, and 7.d)| ////////////////// | RIAD 4301 | 112,309 | 8.
9. Applicable income taxes (on item 8) .................................... | ////////////////// | RIAD 4302 | 41,981 | 9.
___________________________
10. Income (loss) before extraordinary items and other adjustments | ////////////////// |
___________________________
(item 8 minus 9) ....................................................... | ////////////////// | RIAD 4300 | 70,328 | 10.
_________________________________________________
<FN>
____________
*Describe on Schedule RI-E--Explanations.
</TABLE>
4
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RI-3
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RI--Continued
______________________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
_________________________________________________________________________________________________
<S> <C> <C>
11. Extraordinary items and other adjustments: | ////////////////// |
a. Extraordinary items and other adjustments, gross of income taxes* . | 4310 0 | 11.a.
b. Applicable income taxes (on item 11.a)* ........................... | 4315 0 | 11.b.
c. Extraordinary items and other adjustments, net of income taxes | ////////////////// |
________________________
(item 11.a minus 11.b) ............................................ | ////////////////// | RIAD 4320 | 0 | 11.c.
12. Net income (loss) (sum of items 10 and 11.c) ......................... | ////////////////// | RIAD 4340 | 70,328 | 12.
______________________________________________
</TABLE>
<TABLE>
<CAPTION> __________
__________
______|__I481__|
Memoranda | Year-to-date |
____________________
____________________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
_________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
<S> <C> <C>
1. Interest expense incurred to carry tax-exempt securities, loans, and leases acquired after | ////////////////// |
August 7, 1986, that is not deductible for federal income tax purposes ....................... | 4513 0 | M.1.
2. Fee income from the sale and servicing of mutual funds and annuities in domestic offices | ////////////////// |
(included in Schedule RI, item 5.g) .......................................................... | 8431 0 | M.2.
3. Estimated foreign tax credit included in applicable income taxes, items 9 and 11.b above ..... | 4309 0 | M.3.
4. To be completed only by banks with $1 billion or more in total assets: | ////////////////// |
Taxable equivalent adjustment to "Income (loss) before income taxes and extraordinary | ////////////////// |
items and other adjustments" (item 8 above) .................................................. | 1244 920 | M.4.
5. Number of full-time equivalent employees on payroll at end of current period (round to | //// Number |
nearest whole number) ........................................................................ | 4150 5,350 | M.5.
6. Not applicable | ////////////////// |
7. If the reporting bank has restated its balance sheet as a result of applying push down | //// MM DD YY |
accounting this calendar year, report the date of the bank's acquisition ..................... | 9106 00/00/00 |
8. Trading revenue (from cash instruments and off-balance sheet derivative instruments) | ////////////////// | M.7.
(included in schedule RI, items 5.c and 5.e): | //// Bil Mil Thou |
a. Interest rate esposures ................................................................... | 8757 20 | M.8.a.
b. Foreign exchange exposures ................................................................ | 8758 65 | M.8.b.
c. Equity security and index exposures ....................................................... | 8759 0 | M.8.c.
d. Commodity and other exposures ............................................................. | 8760 0 | M.8.d.
9. Impact on income of off-balance sheet derivatives held for purposes other than trading: | ////////////////// |
a. Net increase (decrease) to interest income..................................................| 8761 0 | M.9.a.
b. Net (increase) decrease to interest expense ................................................| 8762 (12,993)| M.9.b.
c. Other (noninterest) allocations ............................................................| 8763 (25) | M.9.c.
</TABLE>
____________
*Describe on Schedule RI-E--Explanations.
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RI-3
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RI-A--Changes in Equity Capital
Indicate decreases and losses in parentheses. _________
| I483 |
_____________________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
______________________________________________________________________________________________________|____________________|
<S> <C> <C>
1. Total equity capital originally reported in the December 31, 1994, Reports of Condition | ////////////////// |
and Income ...................................................................................... | 3215 1,236,358 | 1.
2. Equity capital adjustments from amended Reports of Income, net* ................................. | 3216 0 | 2.
3. Amended balance end of previous calendar year (sum of items 1 and 2) ............................ | 3217 1,236,358 | 3.
4. Net income (loss) (must equal Schedule RI, item 12) ............................................. | 4340 70,328 | 4.
5. Sale, conversion, acquisition, or retirement of capital stock, net .............................. | 4346 125,000 | 5.
6. Changes incident to business combinations, net .................................................. | 4356 0 | 6.
7. LESS: Cash dividends declared on preferred stock ................................................ | 4470 0 | 7.
8. LESS: Cash dividends declared on common stock ................................................... | 4460 5,487 | 8.
9. Cumulative effect of changes in accounting principles from prior years* (see instructions | ////////////////// |
for this schedule) .............................................................................. | 4411 0 | 9.
10. Corrections of material accounting errors from prior years* (see instructions for this schedule) | 4412 0 | 10.
11. Change in net unrealized holding gains (losses) on available-for-sale securities ................ | 8433 20,605 | 11.
12. Foreign currency translation adjustments ........................................................ | 4414 0 | 12.
13. Other transactions with parent holding company* (not included in items 5, 7, or 8 above) ........ | 4415 30,000 | 13.
14. Total equity capital end of current period (sum of items 3 through 13) (must equal Schedule RC, | ////////////////// |
item 28) ........................................................................................ | 3210 1,476,804 | 14.
______________________
<FN>
____________
*Describe on Schedule RI-E--Explanations.
</TABLE>
<TABLE>
<CAPTION>
Schedule RI-B--Charge-offs and Recoveries and Changes
in Allowance for Loan and Lease Losses
Part I. Charge-offs and Recoveries on Loans and Leases
Part I excludes charge-offs and recoveries through
the allocated transfer risk reserve.
__________
| I486 |
_________________________________ ________
| (Column A) | (Column B) |
| Charge-offs | Recoveries |
____________________ ____________________
| Calendar year-to-date |
_________________________________________
Dollar Amounts in Thousands | RIAD Bil Mil Thou | RIAD Bil Mil Thou |
______________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
1. Loans secured by real estate: | ////////////////// | ////////////////// |
a. To U.S. addressees (domicile) ......................................... | 4651 39,341 | 4661 7,040 | 1.a.
b. To non-U.S. addressees (domicile) ..................................... | 4652 0 | 4662 0 | 1.b.
2. Loans to depository institutions and acceptances of other banks: | ////////////////// | ////////////////// |
a. To U.S. banks and other U.S. depository institutions .................. | 4653 0 | 4663 0 | 2.a.
b. To foreign banks ...................................................... | 4654 0 | 4664 0 | 2.b.
3. Loans to finance agricultural production and other loans to farmers ...... | 4655 12 | 4665 0 | 3.
4. Commercial and industrial loans: | ////////////////// | ////////////////// |
a. To U.S. addressees (domicile) ......................................... | 4645 3,014 | 4617 2,299 | 4.a.
b. To non-U.S. addressees (domicile) ..................................... | 4646 0 | 4618 0 | 4.b.
5. Loans to individuals for household, family, and other personal | ////////////////// | ////////////////// |
expenditures: | ////////////////// | ////////////////// |
a. Credit cards and related plans ........................................ | 4656 312 | 4666 234 | 5.a.
b. Other (includes single payment, installment, and all student loans) ... | 4657 1,669 | 4667 1,194 | 5.b.
6. Loans to foreign governments and official institutions ................... | 4643 0 | 4627 0 | 6.
7. All other loans .......................................................... | 4644 1,001 | 4628 88 | 7.
8. Lease financing receivables: | ////////////////// | ////////////////// |
a. Of U.S. addressees (domicile) ......................................... | 4658 0 | 4668 0 | 8.a.
b. Of non-U.S. addressees (domicile) ..................................... | 4659 0 | 4669 0 | 8.b.
9. Total (sum of items 1 through 8) ......................................... | 4635 45,349 | 4605 10,855 | 9.
___________________________________________
</TABLE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RI-5
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RI-B--Continued
Part I. Continued
Memoranda
_________________________________ ________
| (Column A) | (Column B) |
| Charge-offs | Recoveries |
____________________ ____________________
| Calendar year-to-date |
_________________________________________
Dollar Amounts in Thousands | RIAD Bil Mil Thou | RIAD Bil Mil Thou |
______________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
1-3. Not applicable | ////////////////// | ////////////////// |
4. Loans to finance commercial real estate, construction, and land | ////////////////// | ////////////////// |
development activities (not secured by real estate) included in | ////////////////// | ////////////////// |
Schedule RI-B, part I, items 4 and 7, above .............................. | 5409 1,648 | 5410 256 | M.4.
5. Loans secured by real estate in domestic offices (included in | ////////////////// | ////////////////// |
Schedule RI-B, part I, item1, above): | ////////////////// | ////////////////// |
a. Construction and land development ..................................... | 3582 4,129 | 3583 685 | M.5.a.
b. Secured by farmLand ................................................... | 3584 65 | 3585 0 | M.5.b.
______________________
c. Secured by 1-4 family residential properties: | ////////////////// | ////////////////// |
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
(1) Revolving, open-end loans secured by 1-4 family residential | ////////////////// | ////////////////// |
properties and extended under lines of credit ..................... | 5411 688 | 5412 41 | M.5.c.(1)
<C> <C>
(2) All other loans secured by 1-4 family residential properties ...... | 5413 9,480 | 5414 1,701 | M.5.c.(2)
d. Secured by multifamily (5 or more) residential properties ............. | 3588 3,762 | 3589 933 | M.5.d.
e. Secured by nonfarm nonresidential properties .......................... | 3590 21,217 | 3591 3,680 | M.5.e.
|_________________________________________|
Part II. Changes in Allowance for Loan and Lease Losses
_____________________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
1. Balance originally reported in the December 31, 1994, Reports of Condition and Income ......... | 3124 283,800 | 1.
2. Recoveries (must equal part I, item 9, column B above) ........................................ | 4605 10,855 | 2.
3. LESS: Charge-offs (must equal part I, item 9, column A above) ................................. | 4635 45,349 | 3.
4. Provision for loan and lease losses (must equal Schedule RI, item 4.a)......................... | 4230 5,488 | 4.
5. Adjustments* (see instructions for this schedule) ................................ ............ | 4815 41,743 | 5.
6. Balance end of current period (sum of items 1 through 5) (must equal Schedule RC, | ////////////////// |
item 4.b) ..................................................................................... | 3123 296,497 | 6.
|____________________|
____________
*Describe on Schedule RI-E--Explanations.
Schedule RI-C--Applicable Income Taxes by Taxing Authority
Schedule RI-C is to be reported with the December Report of Income.
| I489 |
____________ ________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Federal ....................................................................................... | 4780 N/A | 1.
2. State and local................................................................................ | 4790 N/A | 2.
3. Foreign ....................................................................................... | 4795 N/A | 3.
4. Total (sum of items 1 through 3) (must equal sum of Schedule RI, items 9 and 11.b) ............ | 4770 N/A | 4.
____________________________
5. Deferred portion of item 4 ........................................ | RIAD 4772 | N/A | ////////////////// | 5.
__________________________________________________
</TABLE>
7
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RI-6
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RI-D--Income from International Operations
For all banks with foreign offices, Edge or Agreement subsidiaries, or IBFs where international operations
account for more than 10 percent of total revenues, total assets, or net income.
Part I. Estimated Income from International Operations
__________
| I492 |
______ ________
| Year-to-date |
______ ______________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
_________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Interest income and expense booked at foreign offices, Edge and Agreement subsidiaries, | ////////////////// |
and IBFs: | ////////////////// |
a. Interest income booked ................................................................... | 4837 N/A | 1.a.
b. Interest expense booked .................................................................. | 4838 N/A | 1.b.
c. Net interest income booked at foreign offices, Edge and Agreement subsidiaries, and IBFs | ////////////////// |
(item 1.a minus 1.b) ..................................................................... | 4839 N/A | 1.c.
2. Adjustments for booking location of international operations: | ////////////////// |
a. Net interest income attributable to international operations booked at domestic offices .. | 4840 N/A | 2.a.
b. Net interest income attributable to domestic business booked at foreign offices .......... | 4841 N/A | 2.b.
c. Net booking location adjustment (item 2.a minus 2.b) ..................................... | 4842 N/A | 2.c.
3. Noninterest income and expense attributable to international operations: | ////////////////// |
a. Noninterest income attributable to international operations .............................. | 4097 N/A | 3.a.
b. Provision for loan and lease losses attributable to international operations ............. | 4235 N/A | 3.b.
c. Other noninterest expense attributable to international operations ....................... | 4239 N/A | 3.c.
d. Net noninterest income (expense) attributable to international operations (item 3.a | ////////////////// |
minus 3.b and 3.c) ....................................................................... | 4843 N/A | 3.d.
4. Estimated pretax income attributable to international operations before capital allocation | ////////////////// |
adjustment (sum of items 1.c, 2.c, and 3.d) ................................................. | 4844 N/A | 4.
5. Adjustment to pretax income for internal allocations to international operations to reflect | ////////////////// |
the effects of equity capital on overall bank funding costs ................................. | 4845 N/A | 5.
6. Estimated pretax income attributable to international operations after capital allocation | ////////////////// |
adjustment (sum of items 4 and 5) ........................................................... | 4846 N/A | 6.
7. Income taxes attributable to income from international operations as estimated in item 6 .... | 4797 N/A | 7.
8. Estimated net income attributable to international operations (item 6 minus 7) .............. | 4341 N/A | 8.
______________________
<CAPTION>
Memoranda ______________________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
_________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Intracompany interest income included in item 1.a above ..................................... | 4847 N/A | M.1.
2. Intracompany interest expense included in item 1.b above .................................... | 4848 N/A | M.2.
______________________
</TABLE>
<TABLE>
<CAPTION>
Part II. Supplementary Details on Income from International Operations Required
by the Departments of Commerce and Treasury for Purposes of the U.S.
International Accounts and the U.S. National Income and Product Accounts
________________
| Year-to-date |
______ ______________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
_________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Interest income booked at IBFs .............................................................. | 4849 N/A | 1.
2. Interest expense booked at IBFs ............................................................. | 4850 N/A | 2.
3. Noninterest income attributable to international operations booked at domestic offices | ////////////////// |
(excluding IBFs): | ////////////////// |
a. Gains (losses) and extraordinary items ................................................... | 5491 N/A | 3.a.
b. Fees and other noninterest income ........................................................ | 5492 N/A | 3.b.
4. Provision for loan and lease losses attributable to international operations booked at | ////////////////// |
domestic offices (excluding IBFs) ........................................................... | 4852 N/A | 4.
5. Other noninterest expense attributable to international operations booked at domestic offices | ////////////////// |
(excluding IBFs) ............................................................................ | 4853 N/A | 5.
______________________
</TABLE>
8
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RI-7
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RI-E--Explanations
Schedule RI-E is to be completed each quarter on a calendar year-to-date basis.
Detail all adjustments in Schedules RI-A and RI-B, all extraordinary items and other adjustments in Schedule RI, and all
significant items of other noninterest income and other noninterest expense in Schedule RI. (See instructions for details.)
__________
| I495 |
______ ________
| Year-to-date |
______ ______________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. All other noninterest income (from Schedule RI, item 5.f.(2)) | ////////////////// |
Report amounts that exceed 10% of Schedule RI, item 5.f.(2): | ////////////////// |
a. Net gains on other real estate owned ..................................................... | 5415 0 | 1.a.
b. Net gains on sales of loans .............................................................. | 5416 0 | 1.b.
c. Net gains on sales of premises and fixed assets .......................................... | 5417 0 | 1.c.
Itemize and describe the three largest other amounts that exceed 10% of | ////////////////// |
Schedule RI, item 5.f.(2): | ////////////////// |
_____________
d. | TEXT 4461 |______________________________________________________________________________| 4461 24,937 | 1.d.
___________ REIMBURSEMENT FROM AFFILIATES
e. | TEXT 4462 |______________________________________________________________________________| 4462 | 1.e.
___________
f. | TEXT 4463 |______________________________________________________________________________| 4463 | 1.f.
_____________
2. Other noninterest expense (from Schedule RI, item 7.c): | ////////////////// |
a. Amortization expense of intangible assets ................................................ | 4531 10,359 | 2.a.
Report amounts that exceed 10% of Schedule RI, item 7.c: | ////////////////// |
b. Net losses on other real estate owned .................................................... | 5418 0 | 2.b.
c. Net losses on sales of loans ............................................................. | 5419 0 | 2.c.
d. Net losses on sales of premises and fixed assets ......................................... | 5420 0 | 2.d.
Itemize and describe the three largest other amounts that exceed 10% of | ////////////////// |
Schedule RI, item 7.c: | ////////////////// |
_____________
e. | TEXT 4464 |______________________________________________________________________________| 4464 18,426 | 2.e.
___________ SFAS NO.88 BENEFIT ADJUSTMENT
f. | TEXT 4467 |______________________________________________________________________________| 4467 | 2.f.
___________
g. | TEXT 4468 |______________________________________________________________________________| 4468 | 2.g.
_____________
3. Extraordinary items and other adjustments (from Schedule RI, item 11.a) and | ////////////////// |
applicable income tax effect (from Schedule RI, item 11.b) (itemize and describe | ////////////////// |
all extraordinary items and other adjustments): | ////////////////// |
_____________
a. (1) | TEXT 4469 |__________________________________________________________________________| 4469 | 3.a.(1)
_____________
(2) Applicable income tax effect | RIAD 4486 | | ////////////////// | 3.a.(2)
_____________ ____________________________
b. (1) | TEXT 4487 |__________________________________________________________________________| 4487 | 3.b.(1)
_____________
(2) Applicable income tax effect | RIAD 4488 | | ////////////////// | 3.b.(2)
_____________ ____________________________
c. (1) | TEXT 4489 |__________________________________________________________________________| 4489 | 3.c.(1)
_____________
(2) Applicable income tax effect | RIAD 4491 | | ////////////////// | 3.c.(2)
____________________________
4. Equity capital adjustments from amended Reports of Income (from Schedule RI-A, | ////////////////// |
item 2) (itemize and describe all adjustments): | ////////////////// |
_____________
a. | TEXT 4492 |______________________________________________________________________________| 4492 | 4.a.
___________
b. | TEXT 4493 |______________________________________________________________________________| 4493 | 4.b.
_____________
5. Cumulative effect of changes in accounting principles from prior years (from | ////////////////// |
Schedule RI-A, item 9) (itemize and describe all changes in accounting principles): | ////////////////// |
_____________
a. | TEXT 4494 |______________________________________________________________________________| 4494 | 5.a.
___________
b. | TEXT 4495 |______________________________________________________________________________| 4495 | 5.b.
_____________
6. Corrections of material accounting errors from prior years (from Schedule RI-A, | ////////////////// |
item 10) (itemize and describe all corrections): | ////////////////// |
_____________
a. | TEXT 4496 |______________________________________________________________________________| 4496 | 6.a.
___________
b. | TEXT 4497 |______________________________________________________________________________| 4497 | 6.b.
_____________
______________________
</TABLE>
9
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RI-8
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RI-E--Continued
________________
| Year-to-date |
______ ______________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
<S> <C> <C>
7. Other transactions with parent holding company (from Schedule RI-A, item 13) | ////////////////// |
(itemize and describe all such transactions): | ////////////////// |
_____________
a. | TEXT 4498 |______________________________________________________________________________| 4498 30,000 | 7.a.
___________
b. | TEXT 4499 |______________________________________________________________________________| 4499 | 7.b.
_____________
8. Adjustments to allowance for loan and lease losses (from Schedule RI-B, part II, | ////////////////// |
item 5) (itemize and describe all adjustments): | ////////////////// |
_____________
a. | TEXT 4521 | GATEWAY SAVINGS BANK POOLING
|______________________________________________________________________________| 4521 41,743 | 8.a.
_____________
b. | TEXT 4522 |______________________________________________________________________________| 4522 | 8.b.
_____________
____________________
9. Other explanations (the space below is provided for the bank to briefly describe, | I498 | I499 |
______________________
at its option, any other significant items affecting the Report of Income):
___
No comment |X| (RIAD 4769)
___
Other explanations (please type or print clearly):
(TEXT 4769)
</TABLE>
10
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-1
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for March 31, 1995
All schedules are to be reported in thousands of dollars. Unless otherwise indicated,
report the amount outstanding as of the last business day of the quarter.
Schedule RC--Balance Sheet
__________
| C400 |
____________ ________
Dollar Amounts in Thousands | RCFD Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
<S> <C> <C>
ASSETS | ////////////////// |
1. Cash and balances due from depository institutions (from Schedule RC-A): | ////////////////// |
a. Noninterest-bearing balances and currency and coin(1) ................................... | 0081 1,053,571 | 1.a.
b. Interest-bearing balances(2) ............................................................ | 0071 75,024 | 1.b.
2. Securities: | ////////////////// |
a. Held-to-maturity securities (from Schedule RC-B, column A) .............................. | 1754 3,753,542 | 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) ............................ | 1773 915,441 | 2.b.
3. Federal funds sold and securities purchased under agreements to resell in domestic offices | ////////////////// |
of the bank and of its Edge and Agreement subsidiaries, and in IBFs: | ////////////////// |
a. Federal funds sold ...................................................................... | 0276 413,000 | 3.a.
b. Securities purchased under agreements to resell ......................................... | 0277 0 | 3.b.
4. Loans and lease financing receivables: ____________________________| ////////////////// |
a. Loans and leases, net of unearned income (from Schedule RC-C) | RCFD 2122 | 11,518,372 | ////////////////// | 4.a.
b. LESS: Allowance for loan and lease losses ................... | RCFD 3123 | 307,439 | ////////////////// | 4.b.
c. LESS: Allocated transfer risk reserve ....................... | RCFD 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 11,633,788 | 4.d.
5. Assets held in trading accounts ............................................................ | 3545 13,927 | 5.
6. Premises and fixed assets (including capitalized leases) ................................... | 2145 178,855 | 6.
7. Other real estate owned (from Schedule RC-M) ............................................... | 2150 3,444 | 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 16,826 | 9.
10. Intangible assets (from Schedule RC-M) ..................................................... | 2143 306,213 | 10.
11. Other assets (from Schedule RC-F) .......................................................... | 2160 643,700 | 11.
12. Total assets (sum of items 1 through 11) ................................................... | 2170 19,007,331 | 12.
______________________
<FN>
____________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
</TABLE>
11
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-2
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC--Continued
___________________________
Dollar Amounts in Thousands | ///////// Bil Mil Thou |
_______________________________________________________________________________________________ _________________________
<S> <C> <C>
LIABILITIES | /////////////////////// |
13. Deposits: | /////////////////////// |
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) ..... | RCON 2200 10,384,484 | 13.a.
____________________________
(1) Noninterest-bearing(1) ................................ | RCON 6631 2,649,156 | /////////////////////// | 13.a.(1)
(2) Interest-bearing ...................................... | RCON 6636 7,735,328 | /////////////////////// | 13.a.(2)
____________________________
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, | /////////////////////// |
part II) .............................................................................. | RCFN 2200 759,822 | 13.b.
____________________________
(1) Noninterest-bearing ................................... | RCFN 6631 0 | /////////////////////// | 13.b.(1)
(2) Interest-bearing ...................................... | RCFN 6636 759,822 | /////////////////////// | 13.b.(2)
____________________________
14. Federal funds purchased and securities sold under agreements to repurchase in domestic | /////////////////////// |
offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: | /////////////////////// |
a. Federal funds purchased ............................................................... | RCFD 0278 1,615,570 | 14.a.
b. Securities sold under agreements to repurchase ........................................ | RCFD 0279 1,335,543 | 14.b.
15. a. Demand notes issued to the U.S. Treasury .............................................. | RCON 2840 888,508 | 15.a.
b. Trading liabilities ................................................................... | RCFD 3548 0 | 15.b.
16. Other borrowed money: | /////////////////////// |
a. With original maturity of one year or less ............................................ | RCFD 2332 1,948,696 | 16.a.
b. With original maturity of more than one year .......................................... | RCFD 2333 123,716 | 16.b.
17. Mortgage indebtedness and obligations under capitalized leases ........................... | RCFD 2910 9,405 | 17.
18. Bank's liability on acceptances executed and outstanding ................................. | RCFD 2920 16,826 | 18.
19. Subordinated notes and debentures ........................................................ | RCFD 3200 249,680 | 19.
20. Other liabilities (from Schedule RC-G) ................................................... | RCFD 2930 198,277 | 20.
21. Total liabilities (sum of items 13 through 20) ........................................... | RCFD 2948 17,530,527 | 21.
| /////////////////////// |
22. Limited-life preferred stock and related surplus ......................................... | RCFD 3282 0 | 22.
EQUITY CAPITAL | /////////////////////// |
23. Perpetual preferred stock and related surplus ............................................ | RCFD 3838 125,000 | 23.
24. Common stock ............................................................................. | RCFD 3230 19,487 | 24.
25. Surplus (exclude all surplus related to preferred stock).................................. | RCFD 3839 955,984 | 25.
26. a. Undivided profits and capital reserves ................................................ | RCFD 3632 384,719 | 26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities ................ | RCFD 8434 (8,386)| 26.b.
27. Cumulative foreign currency translation adjustments ...................................... | RCFD 3284 0 | 27.
28. Total equity capital (sum of items 23 through 27) ........................................ | RCFD 3210 1,476,804 | 28.
29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21, 22, | /////////////////////// |
and 28) .................................................................................. | RCFD 3300 19,007,331 | 29.
___________________________
</TABLE>
<TABLE>
<CAPTION>
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 Number
most comprehensive level of auditing work performed for the bank by independent external __________________
auditors as of any date during 1994 ............................................................... | RCFD 6724 N/A | M.1.
__________________
<S> <C>
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
</TABLE>
[FN]
____________
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
12
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-3
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
Schedule RC-A--Cash and Balances Due From Depository Institutions
Exclude assets held in trading accounts.
<TABLE>
<CAPTION>
__________
| C405 |
_________________________________ ________
| (Column A) | (Column B) |
| Consolidated | Domestic |
| Bank | Offices |
____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCON Bil Mil Thou |
_____________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
1. Cash items in process of collection, unposted debits, and currency and | ////////////////// | ////////////////// |
coin .................................................................... | 0022 634,840 | ////////////////// | 1.
a. Cash items in process of collection and unposted debits .............. | ////////////////// | 0020 457,890 | 1.a.
b. Currency and coin .................................................... | ////////////////// | 0080 176,950 | 1.b.
2. Balances due from depository institutions in the U.S. ................... | ////////////////// | 0082 391,546 | 2.
a. U.S. branches and agencies of foreign banks (including their IBFs) ... | 0083 0 | ////////////////// | 2.a.
b. Other commercial banks in the U.S. and other depository institutions | ////////////////// | ////////////////// |
in the U.S. (including their IBFs) ................................... | 0085 391,546 | ////////////////// | 2.b.
3. Balances due from banks in foreign countries and foreign central banks .. | ////////////////// | 0070 78,554 | 3.
a. Foreign branches of other U.S. banks ................................. | 0073 0 | ////////////////// | 3.a.
b. Other banks in foreign countries and foreign central banks ........... | 0074 78,554 | ////////////////// | 3.b.
4. Balances due from Federal Reserve Banks ................................. | 0090 23,655 | 0090 23,655 | 4.
5. Total (sum of items 1 through 4) (total of column A must equal | ////////////////// | ////////////////// |
Schedule RC, sum of items 1.a and 1.b) .................................. | 0010 1,128,595 | 0010 1,128,595 | 5.
___________________________________________
</TABLE>
<TABLE>
<CAPTION>
______________________
Memorandum Dollar Amounts in Thousands | RCON Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Noninterest-bearing balances due from commercial banks in the U.S. (included in item 2, | ////////////////// |
column B above) .............................................................................. | 0050 391,552 | M.1.
______________________
</TABLE>
Schedule RC-B--Securities
Exclude assets held in trading accounts.
<TABLE>
<CAPTION>
_______
| C410 |
___________________________________________________________________________ ________
| Held-to-maturity | Available-for-sale |
_________________________________________ _________________________________________
| (Column A) | (Column B) | (Column C) | (Column D) |
| Amortized Cost | Fair Value | Amortized Cost | Fair Value(1) |
____________________ ____________________ ____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
______________________________________ ____________________ ____________________ ____________________ ____________________
<S> <C> <C> <C> <C> <C>
1. U.S. Treasury securities ......... | 0211 1,060,119 | 0213 1,035,855 | 1286 246,790 | 1287 239,575 | 1.
2. U.S. Government agency | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
and corporation obligations | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
(exclude mortgage-backed | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
securities): | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
a. Issued by U.S. Govern- | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
ment agencies(2) .............. | 1289 0 | 1290 0 | 1291 0 | 1293 0 | 2.a.
b. Issued by U.S. | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
Government-sponsored | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
agencies(3) ................... | 1294 0 | 1295 0 | 1297 383,771 | 1298 383,709 | 2.b.
_____________________________________________________________________________________
</TABLE>
[FN]
_____________
(1) Includes equity securities without readily determinable fair values at
historical cost in item 6.c, column D.
(2) Includes Small Business Administration "Guaranteed Loan Pool Certificates,"
U.S. Maritime Administration obligations, and Export-Import Bank
participation certificates.
(3) Includes obligations (other than pass-through securities, CMOs, and REMICs)
issued by the Farm Credit System, the Federal Home Loan Bank System, the
Federal Home Loan Mortgage Corporation, the Federal National Mortgage
Association, the Financing Corporation, Resolution Funding Corporation, the
Student Loan Marketing Association, and the Tennessee Valley Authority.
13
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-5
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-B--Continued
_____________________________________________________________________________________
| Held-to-maturity | Available-for-sale |
_________________________________________ _________________________________________
| (Column A) | (Column B) | (Column C) | (Column D) |
| Amortized Cost | Fair Value | Amortized Cost | Fair Value(1) |
____________________ ____________________ ____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
____________________________________ ____________________ ____________________ ____________________ ____________________
<S> <C> <C> <C> <C>
3. Securities issued by states | ////////////////// |/ //////////////// | ////////////////// | ///////////////// |
and political subdivisions | ////////////////// |////////////////// | ////////////////// | ///////////////// |
in the U.S.: | ////////////////// |////////////////// | ////////////////// | ////////// ////// |
a. General obligations ......... | 1676 0 |1677 0 | 1678 46 | 1679 50 | 3.a.
b. Revenue obligations ......... | 1681 0 |1681 0 | 1690 0 | 1691 0 | 3.b.
and similiar obligations ....... | ////////////////// |////////////////// | ////////////////// | ///////////////// |
4. Mortgage-backed: | 1694 0 |1694 0 | 1696 0 | 1697 0 | 3.c.
securities (MBS): | ////////////////// |////////////////// | ////////////////// | ///////////////// |
a. Pass-through securities: | ////////////////// |////////////////// | ////////////////// | ///////////////// |
(1) Guaranteed by of | ////////////////// |////////////////// | ////////////////// | ///////////////// |
GNMA ....................... | 1698 0 |1699 0 | 1701 930 | 1702 930 | 4.a.(1)
(2) Issued by FNMA | ////////////////// |////////////////// | ////////////////// | ///////////////// |
and FHLMC ................. | 1703 1,586,023 |1705 1,576,955 | 1706 0 | 1707 0 | 4.a.(2)
(3) Other pass-through | ////////////////// |////////////////// | ///////////////////| ///////////////// |
secruities ................. | 1709 11,561 |1710 10,696 | 1711 0 | 1713 0 | 4.a.(3)
b. Other mortgage-backed | ////////////////// |////////////////// | ////////////////// | ///////////////// |
securities (include CMO's, | ////////////////// |////////////////// | ////////////////// | ///////////////// |
REMICs, and stripped | ////////////////// |////////////////// | ////////////////// | ///////////////// |
MBS): | ////////////////// |////////////////// | ////////////////// | ///////////////// |
(1) Issued or guaranteed | ////////////////// |////////////////// | ////////////////// | ///////////////// |
by FNMA, FHLMC, | ////////////////// |////////////////// | ////////////////// | ///////////////// |
or GNMA ............... | 1714 84,833 |1715 85,470 | 1716 0 | 1717 0 | 4.b.(1)
(2) Collateralized | ////////////////// |////////////////// | ////////////////// | ///////////////// |
by MBS issued or | ////////////////// |////////////////// | ////////////////// | ///////////////// |
guaranteed by FNMA | ////////////////// |////////////////// | ////////////////// | ///////////////// |
FHLMC, or GNMA ........ | 1718 0 |1719 0 | 1731 0 | 1732 0 | 4.b.(2)
(3) All other mortgage- | ////////////////// |////////////////// | ////////////////// | //////////////// |
backed securities ..... | 1733 205,273 |1734 204,273 | 1735 145,133 | 1736 139,630 | 4.b.(3)
5. Other debt securities: | ////////////////// |////////////////// | ////////////////// | ///////////////// |
a. Other domestic debt | ////////////////// |////////////////// | ////////////////// | ///////////////// |
securities | 1737 802,833 |1738 798,947 | 1739 30,968 | 1741 30,843 | 5.a.
b. Foreign debt | ////////////////// |////////////////// | ////////////////// | ///////////////// |
securities ................. | 1742 2,900 |1743 2,900 | 1744 0 | 1746 0 | 5.b.
6. Equity securities: | ////////////////// |////////////////// | ////////////////// | ///////////////// |
a. Investments in mutual | ////////////////// |////////////////// | ////////////////// | ///////////////// |
funds ...................... | ////////////////// |////////////////// | 1747 4,074 | 1748 4,074 | 6.a.
b. Other equity securities | ////////////////// |////////////////// | ////////////////// | ///////////////// |
with readily determin- | ////////////////// |////////////////// | ////////////////// | ///////////////// |
able fair values ........... | ////////////////// |////////////////// | 1749 0 | 1751 0 | 6.b.
c. All other equity | ////////////////// |////////////////// | ////////////////// | ///////////////// |
securities (1) ............. | ////////////////// |////////////////// | 1752 116,630 | 1753 116,630 | 6.c.
7. Total (sum of items 1 | ////////////////// |////////////////// | ////////////////// | ///////////////// |
through 6) (total of | ////////////////// |////////////////// | ////////////////// | ///////////////// |
column A must equal | ////////////////// |////////////////// | ////////////////// | ///////////////// |
Schedule RC, item 2.a) | ////////////////// |////////////////// | ////////////////// | ///////////////// |
(total of column D must | ////////////////// |////////////////// | ////////////////// | ///////////////// |
equal Schedule RC, | ////////////////// |////////////////// | ////////////////// | ///////////////// |
item 2.b) ..................... | 1754 3,753,542 | 754 3,753,542 | 1772 915,441| 1773 915,441 | 7.
____________ |__________________________________________________________________________________|
1) Includes equity securities without readily determinable fair values at historical cost in item 6.c, column D.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-5
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-B--Continued
<CAPTION>
___________
Memoranda | C412 |
___________ _________
Dollar Amounts in Thousands | RCFD Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Pledged securities(2) ......................................................................... | 0416 2,968,391 | M.1.
2. Maturity and repricing data for debt securities(2)(3)(4) (excluding those in nonaccrual status):| ////////////////// |
a. Fixed rate debt securities with a remaining maturity of: | ////////////////// |
(1) Three months or less ................................................................... | 0343 384,356 | M.2.a.(1)
(2) Over three months through 12 months .................................................... | 0344 319,658 | M.2.a.(2)
(3) Over one year through five years ....................................................... | 0345 2,770,957 | M.2.a.(3)
(4) Over five years ........................................................................ | 0346 924,938 | M.2.a.(4)
(5) Total fixed rate debt securities (sum of Memorandum items 2.a.(1) through 2.a.(4)) ..... | 0347 4,399,909 | M.2.a.(5)
b. Floating rate debt securities with a repricing frequency of: | ////////////////// |
(1) Quarterly or more frequently ........................................................... | 4544 0 | M.2.b.(1)
(2) Annually or more frequently, but less frequently than quarterly ........................ | 4545 148,370 | M.2.b.(2)
(3) Every five years or more frequently, but less frequently than annually ................. | 4551 0 | M.2.b.(3)
(4) Less frequently than every five years .................................................. | 4552 0 | M.2.b.(4)
(5) Total floating rate debt securities (sum of Memorandum items 2.b.(1) through 2.b.(4)) .. | 4553 148,370 | M.2.b.(5)
c. Total debt securities (sum of Memorandum items 2.a.(5) and 2.b.(5)) (must equal total debt | ////////////////// |
securities from Schedule RC-B, sum of items 1 through 5, columns A and D, minus nonaccrual | ////////////////// |
debt securities included in Schedule RC-N, item 9, column C) ............................... | 0393 4,548,279 | M.2.c.
3. Not applicable | ////////////////// |
4. Held-to-maturity debt securities restructured and in compliance with modified terms (included | ////////////////// |
in Schedule RC-B, items 3 through 5, column A, above) ......................................... | 5365 0 | M.4.
5. Not applicable | ////////////////// |
6. Floating rate debt securities with a remaining maturity of one year or less(2) (included in | ////////////////// |
Memorandum item 2.b.(5) above) ................................................................ | 5519 0 | M.6.
7. Amortized cost of held-to-maturity securities sold or transferred to available-for-sale or | ////////////////// |
trading securities during the calendar year-to-date ........................................... | 1778 0 | M.7.
8. High-Risk mortgage securities (included in the held-to-maturity and available-for-sale | ////////////////// |
accounts in Schedule RC-B, item 4.b): | ////////////////// |
a. Amortized cost ............................................................................. | 8780 0 | M.8.a.
b. Fair Value ................................................................................. | 8781 0 | M.8.b.
9. Structured notes (included in the held-to-maturity and available-for-sale accounts in | ////////////////// |
Schedule RC-B, items.2, 3, and 5): | ////////////////// |
a. Amortized cost ............................................................................. | 8782 0 | M.9.a.
b. Fair Value ................................................................................. | 8783 0 | M.9.b.
----------------------
____________
(2) Includes helt-to-maturity securities at amortized cost and available-for-sale securities at fair value.
(3) Exclude equity securities, e.g., investments in mutual funds, Federal Reserve stock, common stock, and preferred stock.
(4) Memorandum item 2 is not applicable to savings banks that must complete supplemental Schedule RC-J.
15
</TABLE>
<PAGE>
City, State Zip: HARTFORD, CT 06115
<TABLE>
<CAPTION>
Schedule RC-C--Loans and Lease Financing Receivables
Part I. Loans and Leases
Do not deduct the allowance for loan and lease losses from amounts __________
reported in this schedule. Report total loans and leases, net of unearned _________________________________| C415 |
income. Exclude assets held in trading accounts. | (Column A) | (Column B) |
| Consolidated | Domestic |
| Bank | Offices |
____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCON Bil Mil Thou |
____________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
1. Loans secured by real estate .......................................... | 1410 4,795,510 | ////////////////// | 1.
a. Construction and land development .................................. | ////////////////// | 1415 68,831 | 1.a.
b. Secured by farmland (including farm residential and other | ////////////////// | ////////////////// |
improvements) ...................................................... | ////////////////// | 1420 754 | 1.b.
c. Secured by 1-4 family residential properties: | ////////////////// | ////////////////// |
(1) Revolving, open-end loans secured by 1-4 family residential | ////////////////// | ////////////////// |
properties and extended under lines of credit .................. | ////////////////// | 1797 369,503 | 1.c.(1)
(2) All other loans secured by 1-4 family residential properties: | ////////////////// | ////////////////// |
(a) Secured by first liens ..................................... | ////////////////// | 5367 2,928,514 | 1.c.(2)(a)
(b) Secured by junior liens .................................... | ////////////////// | 5368 220,057 | 1.c.(2)(b)
d. Secured by multifamily (5 or more) residential properties .......... | ////////////////// | 1460 85,781 | 1.d.
e. Secured by nonfarm nonresidential properties ....................... | ////////////////// | 1480 1,122,070 | 1.e.
2. Loans to depository institutions: | ////////////////// | ////////////////// |
a. To commercial banks in the U.S. .................................... | ////////////////// | 1505 5,763 | 2.a.
(1) To U.S. branches and agencies of foreign banks ................. | 1506 0 | ////////////////// | 2.a.(1)
(2) To other commercial banks in the U.S. .......................... | 1507 5,763 | ////////////////// | 2.a.(2)
b. To other depository institutions in the U.S. ....................... | 1517 0 | 1517 0 | 2.b.
c. To banks in foreign countries ...................................... | ////////////////// | 1510 0 | 2.c.
(1) To foreign branches of other U.S. banks ........................ | 1513 0 | ////////////////// | 2.c.(1)
(2) To other banks in foreign countries ............................ | 1516 0 | ////////////////// | 2.c.(2)
3. Loans to finance agricultural production and other loans to farmers ... | 1590 3,119 | 1590 3,119 | 3.
4. Commercial and industrial loans: | ////////////////// | ////////////////// |
a. To U.S. addressees (domicile) ...................................... | 1763 5,535,047 | 1763 5,535,047 | 4.a.
b. To non-U.S. addressees (domicile) .................................. | 1764 0 | 1764 0 | 4.b.
5. Acceptances of other banks: | ////////////////// | ////////////////// |
a. Of U.S. banks ...................................................... | 1756 1,010 | 1756 1,010 | 5.a.
b. Of foreign banks ................................................... | 1757 0 | 1757 0 | 5.b.
6. Loans to individuals for household, family, and other personal | ////////////////// | ////////////////// |
expenditures (i.e., consumer loans) (includes purchased paper) ........ | ////////////////// | 1975 569,080 | 6.
a. Credit cards and related plans (includes check credit and other | ////////////////// | ////////////////// |
revolving credit plans) ............................................ | 2008 27,363 | ////////////////// | 6.a.
b. Other (includes single payment, installment, and all student loans) | 2011 541,717 | ////////////////// | 6.b.
7. Loans to foreign governments and official institutions (including | ////////////////// | ////////////////// |
foreign central banks) ................................................ | 2081 0 | 2081 0 | 7.
8. Obligations (other than securities and leases) of states and political | ////////////////// | ////////////////// |
subdivisions in the U.S. (includes nonrated industrial development | ////////////////// | ////////////////// |
obligations) .......................................................... | 2107 39,625 | 2107 39,625 | 8.
9. Other loans ........................................................... | 1563 989,376 | ////////////////// | 9.
a. Loans for purchasing or carrying securities (secured and unsecured) | ////////////////// | 1545 145,917 | 9.a.
b. All other loans (exclude consumer loans) ........................... | ////////////////// | 1564 843,459 | 9.b.
10. Lease financing receivables (net of unearned income) .................. | ////////////////// | 2165 9,844 | 10.
a. Of U.S. addressees (domicile) ...................................... | 2182 9,844 | ////////////////// | 10.a.
b. Of non-U.S. addressees (domicile) .................................. | 2183 0 | ////////////////// | 10.b.
11. LESS: Any unearned income on loans reflected in items 1-9 above ....... | 2123 18,089 | 2123 18,089 | 11.
12. Total loans and leases, net of unearned income (sum of items 1 through | ////////////////// | ////////////////// |
10 minus item 11) (total of column A must equal Schedule RC, item 4.a) | 2122 11,930,285 | 2122 11,930,285 | 12.
___________________________________________
</TABLE>
16
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-7
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-C--Continued
Part I. Continued
___________________________________________
| (Column A) | (Column B) |
| Consolidated | Domestic |
Memoranda | Bank | Offices |
____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCON Bil Mil Thou |
_____________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
1. Commercial paper included in Schedule RC-C, part I, above .............. | 1496 0 | 1496 0 | M.1.
2. Loans and leases restructured and in compliance with modified terms | ////////////////// | ////////////////// |
(included in Schedule RC-C, part I, above and not reported as past due | ////////////////// | ////////////////// |
or nonaccrual in Schedule RC-N, Memorandum item 1): | ////////////////// | ////////////////// |
a. Loans secured by real estate: | ////////////////// | ////////////////// |
(1) To U.S. addressees (domicile) ................................... | 1687 15,746 | M.2.a.(1)
(2) To non-U.S. addressees (domicile) ............................... | 1689 0 | M.2.a.(2)
b. All other loans and all lease financing receivables (exclude loans | ////////////////// |
to individuals for household, family, and other personal expenditures)| 8691 4 | M.2.b.
c. Commercial and industrial to and lease financing receivables | ////////////////// |
of non-U.S. addressees (domicile) included in Memorandum item 2.b | ////////////////// |
above ............................................................... | 8692 0 | M.2.c.
3. Maturity and repricing data for loans and leases(1) (excluding those | ////////////////// |
in nonaccrual status): | ////////////////// |
a. Fixed rate loans and leases with a remaining maturity of: | ////////////////// |
(1) Three months or less ............................................ | 0348 362,696 | M.3.a.(1)
(2) Over three months through 12 months ............................. | 0349 87,750 | M.3.a.(2)
(3) Over one year through five years ................................ | 0356 908,883 | M.3.a.(3)
(4) Over five years ................................................. | 0357 2,051,158 | M.3.a.(4)
(5) Total fixed rate loans and leases (sum of | ////////////////// |
Memorandum items 3.a.(1) through 3.a.(4)) ....................... | 0358 3,410,487 | M.3.a.(5)
b. Floating rate loans with a repricing frequency of: | ////////////////// |
(1) Quarterly or more frequently .................................... | 4554 4,594,452 | M.3.b.(1)
(2) Annually or more frequently, but less frequently than quarterly . | 4555 722,750 | M.3.b.(2)
(3) Every five years or more frequently, but less frequently than | ////////////////// |
annually ........................................................ | 4561 3,033,940 | M.3.b.(3)
(4) Less frequently than every five years ........................... | 4564 72,399 | M.3.b.(4)
(5) Total floating rate loans (sum of Memorandum items 3.b.(1) | ////////////////// |
through 3.b.(4)) ................................................ | 4567 8,423,541 | M.3.b.(5)
c. Total loans and leases (sum of Memorandum items 3.a.(5) and 3.b.(5)) | ////////////////// |
(must equal the sum of total loans and leases, net, from | ////////////////// |
Schedule RC-C, part I, item 12, plus unearned income from | ////////////////// |
Schedule RC-C, part I, item 11, minus total nonaccrual loans and | ////////////////// |
leases from Schedule RC-N, sum of items 1 through 8, column C) ...... | 1479 11,834,028 | M.3.c.
4. Loans to finance commercial real estate, construction, and land | ////////////////// |
development activities (not secured by real estate) included in | ////////////////// |
Schedule RC-C, part I, items 4 and 9, column A, page RC-6(2) ........... | 2746 59,824 | M.4.
5. Loans and leases held for sale (included in Schedule RC-C, part I, above)| 5369 123,148 | M.5.
6. Adjustable rate closed-end loans secured by first liens on 1-4 family | ////////////////// |_____________________
residential properties (included in Schedule RC-C, part I, item | ////////////////// | RCON Bil Mil Thou |
____________________
1.c.(2)(a), column B, page RC-6) ....................................... | ////////////////// | 5370 1,172,504 | M.6.
___________________________________________
<FN>
_____________
(1) Memorandum item 3 is not applicable to savings banks that must complete supplemental Schedule RC-J.
(2) Exclude loans secured by real estate that are included in Schedule RC-C, part I, item 1, column A.
</TABLE>
17
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-8
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-D--Trading Assets and Liabilities
Schedule RC-D is to be completed only by banks with $1 billion or more in total assets or with $2 billion or more in par/notional
amount of interest rate, foreign exchange rate, and other commodity and equity contracts (as reported in Schedule RC-L, items 11,
12, and 13).
__________
| C420 |
_________________ ________
Dollar Amounts in Thousands | ///////// Bil Mil Thou |
__________________________________________________________________________________________________ _________________________
<S> <C> <C>
ASSETS | /////////////////////// |
1. U.S. Treasury securities in domestic offices ................................................ | RCON 3531 0 | 1.
2. U.S. Government agency and corporation obligations in domestic offices (exclude mortgage- | /////////////////////// |
backed securities) .......................................................................... | RCON 3532 0 | 2.
3. Securities issued by states and political subdivisions in the U.S. in domestic offices ...... | RCON 3533 0 | 3.
4. Mortgage-backed securities in domestic offices: | /////////////////////// |
a. Pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA ..................... | RCON 3534 0 | 4.a.
b. CMOs and REMICs issued by FNMA or FHLMC .................................................. | RCON 3535 0 | 4.b.
c. All other mortgage-backed securities issued or guaranteed by FNMA, FHLMC, or GNMA .........| RCON 3536 0 | 4.c.
5. Other debt securities in domestic offices ................................................... | RCON 3537 0 | 5.
6. Certificates of deposit in domestic offices ................................................. | RCON 3538 0 | 6.
7. Commercial paper in domestic offices ........................................................ | RCON 3539 0 | 7.
8. Bankers acceptances in domestic offices ..................................................... | RCON 3540 0 | 8.
9. Other trading assets in domestic offices .................................................... | RCON 3541 0 | 9.
10. Trading assets in foreign offices ........................................................... | RCFN 3542 0 | 10.
11. Revaluation gains on interest rate, foreign exchange rate, and other commodity and equity | /////////////////////// |
contracts: | /////////////////////// |
a. In domestic offices ...................................................................... | RCON 3543 13,927 | 11.a.
b. In foreign offices ....................................................................... | RCFN 3544 0 | 11.b.
12. Total trading assets (sum of items 1 through 11) (must equal Schedule RC, item 5) ........... | RCFD 3545 13,927 | 12.
<CAPTION>
___________________________
___________________________
| ///////// Bil Mil Thou |
LIABILITIES _________________________
<S> <C> <C>
13. Liability for short positions ............................................................... | RCFD 3546 0 | 13.
14. Revaluation losses on interest rate, foreign exchange rate, and other commodity and equity | /////////////////////// |
contracts ................................................................................... | RCFD 3547 0 | 14.
15. Total trading liabilities (sum of items 13 and 14) (must equal Schedule RC, item 15.b) ...... | RCFD 3548 0 | 15.
___________________________
</TABLE>
18
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-9
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-E--Deposit Liabilities
Part I. Deposits in Domestic Offices
__________
| C425 |
______________________________________________________ ________
| | Nontransaction |
| Transaction Accounts | Accounts |
_________________________________________ ____________________
| (Column A) | (Column B) | (Column C) |
| Total transaction | Memo: Total | Total |
| accounts (including| demand deposits | nontransaction |
| total demand | (included in | accounts |
| deposits) | column A) | (including MMDAs) |
____________________ ____________________ ____________________
Dollar Amounts in Thousands | RCON Bil Mil Thou | RCON Bil Mil Thou | RCON Bil Mil Thou |
__________________________________________________________ ____________________ ____________________ ____________________
<S> <C> <C> <C> <C>
Deposits of: | ////////////////// | ////////////////// | ////////////////// |
1. Individuals, partnerships, and corporations .......... | 2201 2,207,597 | 2240 2,199,509 | 2346 6,512,989 | 1.
2. U.S. Government ...................................... | 2202 32,535 | 2280 32,256 | 2520 119 | 2.
3. States and political subdivisions in the U.S. ........ | 2203 159,211 | 2290 127,434 | 2530 181,576 | 3.
4. Commercial banks in the U.S. ......................... | 2206 152,459 | 2310 152,459 | ////////////////// | 4.
a. U.S. branches and agencies of foreign banks ....... | ////////////////// | ////////////////// | 2347 0 | 4.a.
b. Other commercial banks in the U.S. ................ | ////////////////// | ////////////////// | 2348 500 | 4.b.
5. Other depository institutions in the U.S. ............ | 2207 79,436 | 2312 79,436 | 2349 0 | 5.
6. Banks in foreign countries ........................... | 2213 527 | 2320 527 | ////////////////// | 6.
a. Foreign branches of other U.S. banks .............. | ////////////////// | ////////////////// | 2367 0 | 6.a.
b. Other banks in foreign countries .................. | ////////////////// | ////////////////// | 2373 0 | 6.b.
7. Foreign governments and official institutions | ////////////////// | ////////////////// | ////////////////// |
(including foreign central banks) .................... | 2216 1,112 | 2300 1,112 | 2377 0 | 7.
8. Certified and official checks ........................ | 2330 56,423 | 2330 56,423 | ////////////////// | 8.
9. Total (sum of items 1 through 8) (sum of | ////////////////// | ////////////////// | ////////////////// |
columns A and C must equal Schedule RC, | ////////////////// | ////////////////// | ////////////////// |
item 13.a) ........................................... | 2215 3,689,300 | 2210 2,649,156 | 2385 6,695,184 | 9.
________________________________________________________________
</TABLE>
<TABLE>
<CAPTION>
______________________
Memoranda Dollar Amounts in Thousands | RCON Bil Mil Thou |
____________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Selected components of total deposits (i.e., sum of item 9, columns A and C): | ////////////////// |
a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts ......................... | 6835 908,059 | M.1.a.
b. Total brokered deposits ..................................................................... | 2365 1,230,387 | M.1.b.
c. Fully insured brokered deposits (included in Memorandum item 1.b above): | ////////////////// |
(1) Issued in denominations of less than $100,000 ........................................... | 2343 96 | M.1.c.(1)
(2) Issued either in denominations of $100,000 or in denominations greater than $100,000 | ////////////////// |
and participated out by the broker in shares of $100,000 or less ........................ | 2344 1,230,291 | M.1.c.(2)
d. Total deposits denominated in foreign currencies ............................................ | 3776 0 | M.1.d.
e. Preferred deposits (uninsured deposits of states and political subdivisions in the U.S. | ////////////////// |
reported in item 3 above which are secured or collateralized as required under state law) ... | 5590 263,203 | M.1.e.
2. Components of total nontransaction accounts (sum of Memoranda items 2.a through 2.d must | ////////////////// |
equal item 9, column C above): | ////////////////// |
a. Savings deposits: | ////////////////// |
(1) Money market deposit accounts (MMDAs) ................................................... | 6810 706,051 | M.2.a.(1)
(2) Other savings deposits (excludes MMDAs) ................................................. | 0352 1,997,312 | M.2.a.(2)
b. Total time deposits of less than $100,000 ................................................... | 6648 2,409,739 | M.2.b.
c. Time certificates of deposit of $100,000 or more ............................................ | 6645 1,582,082 | M.2.c.
d. Open-account time deposits of $100,000 or more .............................................. | 6646 0 | M.2.d.
3. All NOW accounts (included in column A above) .................................................. | 2398 1,040,142 | M.3.
______________________
</TABLE>
19
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-10
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-E--Continued
Part I. Continued
Memoranda (continued)
_________________________________________________________________________________________________________________________________
| Deposit Totals for FDIC Insurance Assessments(1) ______________________ |
| Dollar Amounts in Thousands | RCON Bil Mil Thou | |
__________________________________________________________________________________________________ ____________________
<S> <C> <C>
| 4. Total deposits in domestic offices (sum of item 9, column A and item 9, column C) |/////////////////// | |
| (must equal Schedule RC, item 13.a) ......................................................... | 2200 10,384,484 | M.4. |
| | ////////////////// | |
| a. Total demand deposits (must equal item 9, column B) ...................................... | 2210 2,649,156 | M.4.a.|
| b. Total time and savings deposits(2) (must equal item 9, column A plus item 9, column C | ////////////////// | |
| minus item 9, column B) .................................................................. | 2350 7,735,328 | M.4.b.|
______________________
<FN>
| ____________ |
| (1) An amended Certified Statement should be submitted to the FDIC if the deposit totals reported in this item are amended |
| after the semiannual Certified Statement originally covering this report date has been filed with the FDIC. |
_________________________________________________________________________________________________________________________________
</TABLE>
<TABLE>
<CAPTION>
______________________
Dollar Amounts in Thousands | RCON Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
<S> <C> <C>
5. Time deposits of less than $100,000 and open-account time deposits of $100,000 or more | ////////////////// |
(included in Memorandum items 2.b and 2.d above) with a remaining maturity or repricing | ////////////////// |
frequency of:(1) | ////////////////// |
a. Three months or less ....................................................................... | 0359 309,908 | M.5.a.
b. Over three months through 12 months (but not over 12 months) ............................... | 3644 781,265 | M.5.b.
6. Maturity and repricing data for time certificates of deposit of $100,000 or more:(1) | ////////////////// |
a. Fixed rate time certificates of deposit of $100,000 or more with a remaining maturity of: | ////////////////// |
(1) Three months or less ................................................................... | 2761 243,122 | M.6.a.(1)
(2) Over three months through 12 months .................................................... | 2762 407,355 | M.6.a.(2)
(3) Over one year through five years ....................................................... | 2763 928,183 | M.6.a.(3)
(4) Over five years ........................................................................ | 2765 3,422 | M.6.a.(4)
(5) Total fixed rate time certificates of deposit of $100,000 or more (sum of | ////////////////// |
Memorandum items 6.a.(1) through 6.a.(4)) .............................................. | 2767 1,582,082 | M.6.a.(5)
b. Floating rate time certificates of deposit of $100,000 or more with a repricing frequency of:| ////////////////// |
(1) Quarterly or more frequently ........................................................... | 4568 0 | M.6.b.(1)
(2) Annually or more frequently, but less frequently than quarterly ........................ | 4569 0 | M.6.b.(2)
(3) Every five years or more frequently, but less frequently than annually ................. | 4571 0 | M.6.b.(3)
(4) Less frequently than every five years .................................................. | 4572 0 | M.6.b.(4)
(5) Total floating rate time certificates of deposit of $100,000 or more (sum of | ////////////////// |
Memorandum items 6.b.(1) through 6.b.(4)) .............................................. | 4573 0 | M.6.b.(5)
c. Total time certificates of deposit of $100,000 or more (sum of Memorandum items 6.a.(5) | ////////////////// |
and 6.b.(5)) (must equal Memorandum item 2.c. above) ....................................... | 6645 1,582,082 | M.6.c.
______________________
<FN>
_____________
(1) Memorandum items 5 and 6 are not applicable to savings banks that must complete supplemental Schedule RC-J.
</TABLE>
20
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-11
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-E--Continued
Part II. Deposits in Foreign Offices (including Edge and
Agreement subsidiaries and IBFs)
______________________
Dollar Amounts in Thousands | RCFN Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
<S> <C> <C>
Deposits of: | ////////////////// |
1. Individuals, partnerships, and corporations ................................................... | 2621 690,322 | 1.
2. U.S. banks (including IBFs and foreign branches of U.S. banks) ................................ | 2623 69,500 | 2.
3. Foreign banks (including U.S. branches and | ////////////////// |
agencies of foreign banks, including their IBFs) .............................................. | 2625 0 | 3.
4. Foreign governments and official institutions (including foreign central banks) ............... | 2650 0 | 4.
5. Certified and official checks ................................................................. | 2330 0 | 5.
6. All other deposits ............................................................................ | 2668 0 | 6.
7. Total (sum of items 1 through 6) (must equal Schedule RC, item 13.b) .......................... | 2200 759,822 | 7.
______________________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-F--Other Assets
__________
| C430 |
_________________ ________
Dollar Amounts in Thousands | ////////// Bil Mil Thou |
__________________________________________________________________________________________________ _________________________
<S> <C> <C>
1. Income earned, not collected on loans ........................................................ | RCFD 2164 55,883 | 1.
2. Net deferred tax assets(1) ................................................................... | RCFD 2148 70,799 | 2.
3. Excess residential mortgage servicing fees receivable ........................................ | RCFD 5371 18,461 | 3.
4. Other (itemize amounts that exceed 25% of this item) ......................................... | RCFD 2168 498,557 | 4.
_____________ ___________________________
a. | TEXT 3549 |____________________________________________________| RCFD 3549 | | /////////////////////// | 4.a.
___________
b. | TEXT 3550 |____________________________________________________| RCFD 3550 | | /////////////////////// | 4.b.
___________
c. | TEXT 3551 |____________________________________________________| RCFD 3551 | | /////////////////////// | 4.c.
_____________
___________________________
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 11) ........................... | RCFD 2160 643,700 | 5.
___________________________
<CAPTION>
Memorandum ___________________________
Dollar Amounts in Thousands | ////////// Bil Mil Thou |
__________________________________________________________________________________________________ _________________________
<S> <C> <C>
1. Deferred tax assets disallowed for regulatory capital purposes ............................... | RCFD 5610 0 | M.1.
___________________________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-G--Other Liabilities
__________
| C435 |
_________________ ________
Dollar Amounts in Thousands | ////////// Bil Mil Thou |
__________________________________________________________________________________________________ _________________________
<S> <C> <C>
1. a. Interest accrued and unpaid on deposits in domestic offices(2) ............................ | RCON 3645 34,655 | 1.a.
b. Other expenses accrued and unpaid (includes accrued income taxes payable) ................. | RCFD 3646 134,896 | 1.b.
2. Net deferred tax liabilities(1) .............................................................. | RCFD 3049 0 | 2.
3. Minority interest in consolidated subsidiaries ............................................... | RCFD 3000 0 | 3.
4. Other (itemize amounts that exceed 25% of this item) ......................................... | RCFD 2938 28,726 | 4.
_____________ ___________________________
a. | TEXT 3552 |____________________________________________________| RCFD 3552 | 445,000 | /////////////////////// | 4.a.
___________
b. | TEXT 3553 |____________________________________________________| RCFD 3553 | | /////////////////////// | 4.b.
___________
c. | TEXT 3554 |____________________________________________________| RCFD 3554 | | /////////////////////// | 4.c.
_____________
___________________________
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20) ........................... | RCFD 2930 198,277 | 5.
___________________________
<FN>
____________
(1) See discussion of deferred income taxes in Glossary entry on "income taxes."
(2) For savings banks, include "dividends" accrued and unpaid on deposits.
</TABLE>
21
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-12
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-H--Selected Balance Sheet Items for Domestic Offices
__________
| C440 |
____________ ________
| Domestic Offices |
____________________
Dollar Amounts in Thousands | RCON Bil Mil Thou |
_____________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Customers' liability to this bank on acceptances outstanding .................................... | 2155 16,826 | 1.
2. Bank's liability on acceptances executed and outstanding ........................................ | 2920 16,826 | 2.
3. Federal funds sold and securities purchased under agreements to resell .......................... | 1350 413,000 | 3.
4. Federal funds purchased and securities sold under agreements to repurchase ...................... | 2800 2,951,113 | 4.
5. Other borrowed money ............................................................................ | 3190 2,072,412 | 5.
EITHER | ////////////////// |
6. Net due from own foreign offices, Edge and Agreement subsidiaries, and IBFs ..................... | 2163 N/A | 6.
OR | ////////////////// |
7. Net due to own foreign offices, Edge and Agreement subsidiaries, and IBFs ....................... | 2941 684,822 | 7.
8. Total assets (excludes net due from foreign offices, Edge and Agreement subsidiaries, and IBFs) . | 2192 18,932,331 | 8.
9. Total liabilities (excludes net due to foreign offices, Edge and Agreement subsidiaries, and IBFs)| 3129 16,770,705 | 9.
______________________
</TABLE>
<TABLE>
<CAPTION>
Items 10-17 include held-to-maturity and available-for-sale securities in domestic offices. ______________________
| RCON Bil Mil Thou |
____________________
<S> <C> <C>
10. U.S. Treasury securities ....................................................................... | 1779 1,299,694 | 10.
11. U.S. Government agency and corporation obligations (exclude mortgage-backed | ////////////////// |
securities) .................................................................................... | 1785 383,709 | 11.
12. Securities issued by states and political subdivisions in the U.S. ............................. | 1786 50 | 12.
13. Mortgage-backed securities: | ////////////////// |
a. Pass-through securities: | ////////////////// |
(1) Issued or guaranteed by FNMA, FHLMC, or GNMA ............................................ | 1787 1,586,953 | 13.a.(1)
(2) Privately-issued ........................................................................ | 1869 11,561 | 13.a.(2)
b. CMOs and REMICs: | ////////////////// |
(1) Issued by FNMA and FHLMC ................................................................ | 1877 84,833 | 13.b.(1)
(2) Privately-issued ........................................................................ | 2253 344,903 | 13.b.(2)
14. Other domestic debt securities ................................................................. | 3159 833,676 | 14.
15. Foreign debt securities ........................................................................ | 3160 2,900 | 15.
16. Equity securities: | ////////////////// |
a. Investments in mutual funds ................................................................. | 3161 4,074 | 16.a.
b. Other equity securities with readily determinable fair values ............................... | 3162 0 | 16.b.
c. All other equity securities ................................................................. | 3169 116,630 | 16.c.
17. Total held-to-maturity and available-for-sale securities (sum of items 10 through 16) .......... | 3170 4,668,983 | 17.
______________________
</TABLE>
<TABLE>
<CAPTION>
Memorandum (to be completed only by banks with IBFs and other "foreign" offices)
______________________
Dollar Amounts in Thousands | RCON Bil Mil Thou |
_____________________________________________________________________________________________________ ____________________
<S> <C> <C>
EITHER | ////////////////// |
1. Net due from the IBF of the domestic offices of the reporting bank .............................. | 3051 N/A | M.1.
OR | ////////////////// |
2. Net due to the IBF of the domestic offices of the reporting bank ................................ | 3059 N/A | M.2.
______________________
</TABLE>
22
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-13
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-I--Selected Assets and Liabilities of IBFs
To be completed only by banks with IBFs and other "foreign" offices. __________
| C445 |
____________ ________
Dollar Amounts in Thousands | RCFN Bil Mil Thou |
_____________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Total IBF assets of the consolidated bank (component of Schedule RC, item 12) .................. | 2133 N/A | 1.
2. Total IBF loans and lease financing receivables (component of Schedule RC-C, part I, item 12, | ////////////////// |
column A) ...................................................................................... | 2076 N/A | 2.
3. IBF commercial and industrial loans (component of Schedule RC-C, part I, item 4, column A) ..... | 2077 N/A | 3.
4. Total IBF liabilities (component of Schedule RC, item 21) ...................................... | 2898 N/A | 4.
5. IBF deposit liabilities due to banks, including other IBFs (component of Schedule RC-E, | ////////////////// |
part II, items 2 and 3) ........................................................................ | 2379 N/A | 5.
6. Other IBF deposit liabilities (component of Schedule RC-E, part II, items 1, 4, 5, and 6) ...... | 2381 N/A | 6.
______________________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-K--Quarterly Averages (1)
__________
| C455 |
_________________ ________
Dollar Amounts in Thousands | ///////// Bil Mil Thou |
_______________________________________________________________________________________________ _________________________
<S> <C> <C>
ASSETS | /////////////////////// |
1. Interest-bearing balances due from depository institutions ............................... | RCFD 3381 1,593 | 1.
2. U.S. Treasury securities and U.S. Government agency and corporation obligations(2) ....... | RCFD 3382 3,358,489 | 2.
3. Securities issued by states and political subdivisions in the U.S.(2) .................... | RCFD 3383 47 | 3.
4. a. Other debt securities(2) .............................................................. | RCFD 3647 1,356,467 | 4.a.
b. Equity securities(3) (includes investments in mutual funds and Federal Reserve stock) . | RCFD 3648 86,742 | 4.b.
5. Federal funds sold and securities purchased under agreements to resell in domestic offices | /////////////////////// |
of the bank and of its Edge and Agreement subsidiaries, and in IBFs ...................... | RCFD 3365 227,937 | 5.
6. Loans: | /////////////////////// |
a. Loans in domestic offices: | /////////////////////// |
(1) Total loans ....................................................................... | RCON 3360 11,756,193 | 6.a.(1)
(2) Loans secured by real estate ...................................................... | RCON 3385 4,742,586 | 6.a.(2)
(3) Loans to finance agricultural production and other loans to farmers ............... | RCON 3386 2,992 | 6.a.(3)
(4) Commercial and industrial loans ................................................... | RCON 3387 5,541,506 | 6.a.(4)
(5) Loans to individuals for household, family, and other personal expenditures ....... | RCON 3388 585,200 | 6.a.(5)
| /////////////////////// |
b. Total loans in foreign offices, Edge and Agreement subsidiaries, and IBFs ............. | RCFN 3360 0 | 6.b.
7. Assets held in trading accounts .......................................................... | RCFD 3401 8,293 | 7.
8. Lease financing receivables (net of unearned income) ..................................... | RCFD 3484 11,699 | 8.
9. Total assets ............................................................................. | RCFD 3368 18,431,857 | 9.
LIABILITIES | /////////////////////// |
10. Interest-bearing transaction accounts in domestic offices (NOW accounts, ATS accounts, | /////////////////////// |
and telephone and preauthorized transfer accounts) (exclude demand deposits) ............. | RCON 3485 968,508 | 10.
11. Nontransaction accounts in domestic offices: | /////////////////////// |
a. Money market deposit accounts (MMDAs) ................................................. | RCON 3486 722,329 | 11.a.
b. Other savings deposits ................................................................ | RCON 3487 1,985,399 | 11.b.
c. Time certificates of deposit of $100,000 or more ...................................... | RCON 3345 1,753,339 | 11.c.
d. All other time deposits ............................................................... | RCON 3469 2,088,605 | 11.d.
12. Interest-bearing deposits in foreign offices, Edge and Agreement subsidiaries, and IBFs .. | RCFN 3404 813,701 | 12.
13. Federal funds purchased and securities sold under agreements to repurchase in domestic | /////////////////////// |
offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs .............. | RCFD 3353 3,695,426 | 13.
14. Other borrowed money ..................................................................... | RCFD 3355 1,998,718 | 14.
___________________________
<FN>
_____________
(1) For all items, banks have the option of reporting either (1) an average of daily figures for the quarter, or
(2) an average of weekly figures (i.e., the Wednesday of each week of the quarter).
(2) Quarterly averages for all debt securities should be based on amortized cost.
(3) Quarterly averages for all equity securities should be based on historical cost.
(4) The quarterly average for total assets should reflect all debt securities (not held for trading) at amortized
cost, equity securities with readily determinable fair values at the lower of cost or fair value, and equity
securities without readily determinable fair values at historical cost.
</TABLE>
23
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-14
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-L--Off-Balance Sheet Items
Please read carefully the instructions for the preparation of Schedule RC-L. Some of the amounts
reported in Schedule RC-L are regarded as volume indicators and not necessarily as measures of risk. __________
| C460 |
____________ ________
Dollar Amounts in Thousands | RCFD Bil Mil Thou |
____________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Unused commitments: | ////////////////// |
a. Revolving, open-end lines secured by 1-4 family residential properties, e.g., home | ////////////////// |
equity lines ............................................................................... | 3814 428,452| 1.a.
b. Credit card lines .......................................................................... | 3815 0 | 1.b.
c. Commercial real estate, construction, and land development: | ////////////////// |
(1) Commitments to fund loans secured by real estate ....................................... | 3816 31,649 | 1.c.(1)
(2) Commitments to fund loans not secured by real estate ................................... | 6550 20,974 | 1.c.(2)
d. Securities underwriting .................................................................... | 3817 0 | 1.d.
e. Other unused commitments ................................................................... | 3818 6,410,492 | 1.e.
2. Financial standby letters of credit and foreign office guarantees ............................. | 3819 1,049,939 | 2.
___________________________
a. Amount of financial standby letters of credit conveyed to others | RCFD 3820 | 986 | ////////////////// | 2.a.
___________________________
3. Performance standby letters of credit and foreign office guarantees ........................... | 3821 125,297 | 3.
a. Amount of performance standby letters of credit conveyed to | ////////////////// |
___________________________
others .......................................................... | RCFD 3822 | 0 | ////////////////// | 3.a.
___________________________
4. Commercial and similar letters of credit ...................................................... | 3411 95,427 | 4.
5. Participations in acceptances (as described in the instructions) conveyed to others by | ////////////////// |
the reporting bank ............................................................................ | 3428 0 | 5.
6. Participations in acceptances (as described in the instructions) acquired by the reporting | ////////////////// |
(nonaccepting) bank ........................................................................... | 3429 550 | 6.
7. Securities borrowed ........................................................................... | 3432 0 | 7.
8. Securities lent (including customers' securities lent where the customer is indemnified | ////////////////// |
against loss by the reporting bank) ........................................................... | 3433 0 | 8.
9. Mortgages transferred (i.e., sold or swapped) with recourse that have been treated as sold | ////////////////// |
for Call Report purposes: | ////////////////// |
a. FNMA and FHLMC residential mortgage loan pools: | ////////////////// |
(1) Outstanding principal balance of mortgages transferred as of the report date ........... | 3650 70,221 | 9.a.(1)
(2) Amount of recourse exposure on these mortgages as of the report date ................... | 3651 63,682 | 9.a.(2)
b. Private (nongovernment-issued or -guaranteed) residential mortgage loan pools: | ////////////////// |
(1) Outstanding principal balance of mortgages transferred as of the report date ........... | 3652 0 | 9.b.(1)
(2) Amount of recourse exposure on these mortgages as of the report date ................... | 3653 0 | 9.b.(2)
c. Farmer Mac agricultural mortgage loan pools: | ////////////////// |
(1) Outstanding principal balance of mortgages transferred as of the report date ........... | 3654 0 | 9.c.(1)
(2) Amount of recourse exposure on these mortgages as of the report date ................... | 3655 0 | 9.c.(2)
10. When-issued securities: | ////////////////// |
a. Gross commitments to purchase .............................................................. | 3434 0 | 10.a.
b. Gross commitments to sell .................................................................. | 3435 0 | 10.b.
11. Spot foreign exchange contracts ............................................................... | 8765 64,476 | 11.
12. All other off-balance sheet assets (exclude off-balance sheet derivatives ) (itemize and | ////////////////// |
describe each component of this item over 25% of Schedule RC, item 28, "Total equity capital") | 3430 0 | 12.
a. | TEXT 3555 |______________________________________________________| RCFD 3555 | | ////////////////// | 12.a.
b. | TEXT 3556 |______________________________________________________| RCFD 3556 | | ////////////////// | 12.b.
___________
c. | TEXT 3557 |______________________________________________________| RCFD 3557 | | ////////////////// | 12.c.
_____________
d. | TEXT 3558 |______________________________________________________| RCFD 3558 | | ////////////////// | 12.d.
_____________
13. All other off-balance sheet assets (exclude off-balance sheet derivatives) (itemize and | ////////////////// |
describe each component of this item over 25% of Schedule RC, "Total equity capital" | 5591 0 | 13.
_____________ __________________________
a. | TEXT 5592 |______________________________________________________| RCFD 5592 | | ////////////////// | 13.a.
___________
b. | TEXT 5593 |______________________________________________________| RCFD 5593 | | ////////////////// | 13.b.
___________
c. | TEXT 5594 |______________________________________________________| RCFD 5594 | | ////////////////// | 13.c.
_____________
d. | TEXT 5595 |______________________________________________________| RCFD 5595 | | ////////////////// | 13.d.
_____________
________________________________________________
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION
Call Date: 6/30/95 ST-BK: 09-05
Address: 777 MAIN STREET
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
__________
| C461 |
________
|
_____________________
_________________________________________ _________________________________________
| (Column A) | (Column B) | (Column C) | (Column D) |
| Interest Rate | Foreign Exchange | Equity Derivative | Commodity and other|
| Contracts | Contracts | Contracts | Contracts |
|___________________|____________________|____________________|____________________|
Dollar Amounts in thousands |Tril Bil Mil Thou | Tril Bil Mil Thou | Tril Bil Mil Thou | Tril Bil Mil Thou |
______________________________________________________________________________________________________________________|
<S> <C> <C> <C> <C> <C>
| Off-balance Sheet Derivatives | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
| Position Indicators | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
___________________________________| ///////////////// | ////////////////// | ////////////////// | ////////////////// |
| ///////////////// | ////////////////// | ////////////////// | ////////////////// |
14. Gross amounts (e.g., notional | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
amounts) (for each column, sum of | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
items 15, 16.a, and 16.b): |___________________|____________________|___________________ |____________________|
a. Future contracts ............. | 418,000 | 0 | 0 | 0 | 14.a.
| RCFD 8693 | RCFD 8694 | RCFD 8695 | RCFD 8696 |
b. Forward contracts ............ | 139,500 | 2,677,852 | 0 | 0 | 14.b.
| RCFD 8697 | RCFD 8698 | RCFD 8699 | RCFD 8700 |
c. Exchange-trade option contracts| ///////////////// | ////////////////// | ////////////////// | ////////////////// |
(1) Written options ......... | 0 | 0 | 0 | 0 | 14.c.(1)
| RCFD 8701 | RCFD 8702 0 | RCFD 8703 | RCFD 8704 |
(2) Purchased options ........ | 0 | 0 | 0 | 0 | 14.c.(2)
| RCFD 8705 | RCFD 8706 | RCFD 8707 | RCFD 8708 |
d. Over-the-counter option contracts: | ////////////////// | ////////////////// | ///////////////// | //////////////// |
(1) Written options .......... | 393,250 | 0 | 0 | 0 | 14.d.(1)
| RCFD 8709 | RCFD 8710 | RCFD 8711 | RCFD 8712 | 3.b.
(2) Purchased options ........ | 918,250 | 0 | 0 | 0 | 14.d.2
| RCFD 8713 | RCFD 8714 | RCFD 8715 | RCFD 8716 |
e. Swaps ............................ | 4,494,473 | 0 | 0 | 0 | 14.e.
| RCFD 3450 | RCFD 3826 | RCFD 8719 | RCFD 8720 |
15. Total gross notional amount of | ////////////////// | ////////////////// | ///////////////// | ////////////////// |
derivative contracts held for | ////////////////// | ////////////////// | ///////////////// | ////////////////// |
trading ......................... | 0 | 2,677,852 | 0 | 0 | 15.
| RCFD A126 | RCFD A127 | RCFD 8723 | RCFD 8724 |
16. Total gross notinal amount of | ////////////////// | ///////////////// | ///////////////// | ////////////////// |
derivative contracts held for | ////////////////// | ////////////////// | ///////////////// | ////////////////// |
purposes other than trading: | ////////////////// | ////////////////// | ///////////////// | ////////////////// |
a. Contracts marked to market ... | 0 | 0 | 0 | 0 | 16.a.
| RCFD 8725 | RCFD 8726 | RCF 8727 | RCFD 8728 |
b. Contracts not marked to market | 6,363,473 | 0 | 0 | 0 | 16.b.
| RCFD 8729 | RCFD 8730 | RFD 8731 | RCFD 8732 |
___________________________________________________________________________________|
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-05
Address: 777 MAIN STREET
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
_________________________________________ _________________________________________
| (Column A) | (Column B) | (Column C) | (Column D) |
| Interest Rate | Foreign Exchange | Equity Derivative | Commodity and other|
| Contracts | Contracts | Contracts | Contracts |
|___________________|____________________|____________________|____________________|
Dollar Amounts in thousands |Tril Bil Mil Thou | Tril Bil Mil Thou | Tril Bil Mil Thou | Tril Bil Mil Thou |
______________________________________________________________________________________________________________________|
<S> <C> <C> <C> <C> <C>
| Off-balance Sheet Derivatives | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
| Position Indicators | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
___________________________________| ///////////////// | ////////////////// | ////////////////// | ////////////////// |
| ///////////////// | ////////////////// | ////////////////// | ////////////////// |
17. Gross fair values of | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
derivative contracts: | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
a. Contracts held for | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
trading: | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
(1) Gross positive | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value ................... | 8733 0 | 8734 113,800 | 8735 0 | 8736 0 | 17.a.(1)
(2) Gross negative | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value ................... | 8737 0 | 8738 99,574 | 8739 0 | 8740 0 | 17.a.(2)
b. Contracts held for | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
purposes other than | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
trading that are marked | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
to market: | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
(1) Gross positive | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value ................... | 8741 0 | 8742 0 | 8743 0 | 8744 0 | 17.b.(1)
(2) Gross negative | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value ................... | 8745 0 | 8746 0 | 8747 0 | 8748 0 | 17.b.(2)
c. Contracts held for | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
purposes other than | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
trading that are not | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
marked to market: | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
(1) Gross positive | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value .................. | 8749 11,357 | 8750 0 | 8751 0 | 8752 0 |
(2) Gross negative | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value ................... | 8753 71,133 | 8754 0 | 8755 0 | 8756 0 |
|__________________________________________________________________________________|
______________________
Memoranda Dollar Amounts in Thousands | RCFD Bil Mil Thou |
_________________________________________________________________________________________________________________________
1. -2. Not applicable | ////////////////// |
3. Unused commitments with an original maturity exceeding one year that are reported in | ////////////////// |
Schedule RC-L, items 1.a through 1.e, above (report only the used portions of commitments | ////////////////// |
that are fee paid or otherwise legally binding) ................................................ | 3833 4,319,280 | M.3.
a. Participations in commitments with an original maturity | ////////////////// |
exceeding one year conveyed to others ................................|RCFD 3834 | 60,577 | ////////////////// | M.3.a.
________________________
4. To be completed only by banks with $1 billion or more in total assets: | ////////////////// |
Standby letters of credit and foreign office guarantees (both financial and performance) issued | ////////////////// |
to non-U.S. addresses (domicile) included in Schedule RC-L, items 2 and 3, above ............... | 3377 413,357 |
5. To be completed for the September report only: | ////////////////// |
Installment loans to individuals for household, family, and other personal expenditures that | ////////////////// |
have been securitized and sold without recourse (with servicing retained), amounts outstanding | ////////////////// |
by type of loan: | ///////////////////|
a. Loans to purchase private passenger automobiles ............................................. | 2741 N/A | M.5.a.
b. Credit cards and related plans .............................................................. | 2741 N/A | M.5.b.
c. All other consumer installment credit (Including mobile home loans) ......................... | 2743 N/A | M.5.c.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-17
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
Schedule RC-M-Memoranda |__C465____|
Dollar Amounts in Thousands RCFD Bil Mil Thou |
______________________________________________________________________________________________________|____________________|
<S> <C> <C>
1. Extensions of credit by the reporting bank to its executive officers, directors, principal | ////////////////// |
shareholders, and their related interests as of the report date: | ////////////////// |
a. Aggregate amount of all extensions of credit to all executive officers, directors, principal |
shareholders and their related interests ..................................................... | 6164 6,685 | 1.a.
b. Number of executive officers, directors, and principal shareholders to whom the amount of all | ////////////////// |
extensions of credit by the reporting bank (Including extensions of credit to | ////////////////// |
related interests) equals or exceeds the lesser of $500,000 or 5 percent Number | ////////////////// | 1.b.
___________________________|
of total capital as defined for this purpose in agency regulations. | RCFD 6165 | 4 | ////////////////// |
___________________________|
2. Federal funds sold and securities purchased under agreements to resell with U.S. branches | ////////////////// |
and agencies of foreign banks(1) (included in Schedule RC, items 3.a and 3.b) .................... | 3405 0 | 2.
3. Not applicable. | ////////////////// |
4. Outstanding principal balance of 1-4 family residential mortgage loans serviced for others | ////////////////// |
1) (include both retained servicing and purchased servicing): | ////////////////// |
a. Mortgages serviced under a GNMA contract ...................................................... | 5500 24,197 | 4.a.
b. Mortgages serviced under a FHLMC contract: | ////////////////// |
(1) Serviced with recourse to servicer ........................................................ | 5501 14,575 | 4.b.(1)
(2) Serviced without recourse to servicer ..................................................... | 5502 781,783 | 4.b.(2)
c. Mortgages serviced under a FNMA contract: | ////////////////// |
(1) Serviced under a regular option contract .................................................. | 5503 55,646 | 4.c.(1)
(2) Serviced under a special option contract .................................................. | 5504 1,824,526 | 4.c.(2)
d. Mortgages serviced under other servicing contracts ............................................ | 5505 3,101,719 | 4.d.
5. To be completed only by banks with $1 billion or more in total assets: | ////////////////// |
Customers' liability to this bank on acceptances outstanding (sum of items 5.a and 5.b must | ////////////////// |
equal Schedule RC, item 9): | ////////////////// |
a. U.S. addressees (domicile) .................................................................... | 2103 16,826 | 5.a.
b. Non-U.S. addressees (domicile) ................................................................ | 2104 0 | 5.b.
. Intangible assets: | ////////////////// |
a. Mortgage servicing rights ..................................................................... | 3164 12,650 | 6.a.
b. Other identifiable intangible assets: | ////////////////// |
(1) Purchased credit card relationships ....................................................... | 5506 0 | 6.b.(1)
(2) All other identifiable intangible assets .................................................. | 5507 3,977 | 6.b.(2)
c. Goodwill ...................................................................................... | 3163 289,586 | 6.c.
d. Total (sum of items 6.a through 6.c) (must equal Schedule RC, item 10) ........................ | 2143 306,213 | 6.d.
e. Intangible assets that have been grandfathered for regulatory capital purposes ................ | 6442 0 | 6.e.
7. Mandatory convertible debt, net of common or perpetual preferred stock dedicated to |/////////////////// |
redeem the debt ...................................................................................| 3295 0 | 7.
______________________
</TABLE>
------------
(1) Do not report federal funds sold and securities purchased under agreements
to resell with other commercial banks in the U.S. in this item.
<PAGE>
<TABLE>
<CAPTION>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-18
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
Dollar Amounts in Thousands | ///////// Bil Mil Thou |
Schedule RC-M--Continued
_____________________________________________________________________________________________ _________________________
<S> <C> <C>
8. a. Other real estate owned: | /////////////////////// |
(1) Direct and indirect investments in real estate ventures ......................... | RCFD 5372 0 | 8.a.(1)
(2) All other real estate owned: | /////////////////////// |
(a) Construction and land development in domestic offices ....................... | RCON 5508 270 | 8.a.(2)(a)
(b) Farmland in domestic offices ................................................ | RCON 5509 0 | 8.a.(2)(b)
(c) 1-4 family residential properties in domestic offices ....................... | RCON 5510 1,667 | 8.a.(2)(c)
(d) Multifamily (5 or more) residential properties in domestic offices .......... | RCON 5511 0 | 8.a.(2)(d)
(e) Nonfarm nonresidential properties in domestic offices ....................... | RCON 5512 1,507 | 8.a.(2)(e)
(f) In foreign offices .......................................................... | RCFN 5513 0 | 8.a.(2)(f)
(3) Total (sum of items 8.a.(1) and 8.a.(2)) (must equal Schedule RC, item 7) ....... | RCFD 2150 3,444 | 8.a.(3)
b. Investments in unconsolidated subsidiaries and associated companies: | /////////////////////// |
(1) Direct and indirect investments in real estate ventures ......................... | RCFD 5374 0 | 8.b.(1)
(2) All other investments in unconsolidated subsidiaries and associated companies ... | RCFD 5375 0 | 8.b.(2)
(3) Total (sum of items 8.b.(1) and 8.b.(2)) (must equal Schedule RC, item 8) ....... | RCFD 2130 0 | 8.b.(3)
c. Total assets of unconsolidated subsidiaries and associated companies ................ | RCFD 5376 0 | 8.c.
9. Noncumulative perpetual preferred stock and related surplus included in Schedule RC, | /////////////////////// |
item 23, "Perpetual preferred stock and related surplus" ............................... | RCFD 3778 0 | 9.
10. Mutual fund and annuity sales in domestic offices during the quarter (include | /////////////////////// |
proprietary, private label, and third party mutual funds): | /////////////////////// |
a. Money market funds .................................................................. | RCON 6441 0 | 10.a.
b. Equity securities funds ............................................................. | RCON 8427 0 | 10.b.
c. Debt securities funds ............................................................... | RCON 8428 0 | 10.c.
d. Other mutual funds .................................................................. | RCON 8429 0 | 10.d.
e. Annuities ........................................................................... | RCON 8430 0 | 10.e.
f. Sales of proprietary mutual funds and annuities (included in itmes 10.a through | /////////////////////// |
10.e. above) ........................................................................... | RCON 8784 0 | 10.f.
_________________________
</TABLE>
<TABLE>
<CAPTION>
_________________________________________________________________________________________________________________________________
| |
______________________
|Memorandum Dollar Amounts in Thousands | RCFD Bil Mil Thou | |
_________________________________________________________________________________________________ ____________________
<S> <C> <C>
|1. Interbank holdings of capital instruments (to be completed for the December report only): | ////////////////// | |
| a. Reciprocal holdings of banking organizations' capital instruments ........................ | 3836 N/A | M.1.a. |
| b. Nonreciprocal holdings of banking organizations' capital instruments ..................... | 3837 N/A | M.1.b. |
______________________
| |
_________________________________________________________________________________________________________________________________
</TABLE>
28
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-18
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-N--Past Due and Nonaccrual Loans, Leases,
and Other Assets
The FFIEC regards the information reported in __________
all of Memorandum item 1, in items 1 through 10, | C470 |
column A, and in Memorandum items 2 through 4, ______________________________________________________ ________
column A, as confidential. | (Column A) | (Column B) | (Column C) |
| Past due | Past due 90 | Nonaccrual |
| 30 through 89 | days or more | |
| days and still | and still | |
| accruing | accruing | |
____________________ ____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
______________________________________________________ ____________________ ____________________ ____________________
<S> <C> <C> <C> <C>
1. Loans secured by real estate: | C | ////////////////// | ////////////////// |
a. To U.S. addressees (domicile) ................ | | 1246 16,923 | 1247 81,746 | 1.a.
b. To non-U.S. addressees (domicile) ............ | O | 1249 0 | 1250 0 | 1.b.
2. Loans to depository institutions and | | ////////////////// | ////////////////// |
acceptances of other banks: | N | ////////////////// | ////////////////// |
a. To U.S. banks and other U.S. depository | | ////////////////// | ////////////////// |
institutions ................................. | F | 5378 0 | 5379 0 | 2.a.
b. To foreign banks ............................. | | 5381 0 | 5382 0 | 2.b.
3. Loans to finance agricultural production and | I | ////////////////// | ////////////////// |
other loans to farmers .......................... | | 1597 110 | 1583 33 | 3.
4. Commercial and industrial loans: | D | ////////////////// | ////////////////// |
a. To U.S. addressees (domicile) ................ | | 1252 27 | 1253 30,054 | 4.a.
b. To non-U.S. addressees (domicile) ............ | E | 1255 0 | 1256 0 | 4.b.
5. Loans to individuals for household, family, and | | ////////////////// | ////////////////// |
other personal expenditures: | N | ////////////////// | ///////////////// |
a. Credit cards and related plans ............... | | 5384 47 | 5385 150 | 5.a.
b. Other (includes single payment, installment, | T | ////////////////// | ////////////////// |
and all student loans) ....................... | | 5387 492 | 5388 1,025 | 5.b.
6. Loans to foreign governments and official | I | ////////////////// | ////////////////// |
institutions .................................... | | 5390 0 | 5391 0 | 6.
7. All other loans ................................. | A | 5460 318 | 5461 1,371 | 7.
8. Lease financing receivables: | | ////////////////// | ////////////////// |
a. Of U.S. addressees (domicile) ................ | L | 1258 0 | 1259 0 | 8.a.
b. Of non-U.S. addressees (domicile) ............ | | 1272 0 | 1791 0 | 8.b.
9. Debt securities and other assets (exclude other | | ////////////////// | ////////////////// |
real estate owned and other repossessed assets) . | | 3506 0 | 3507 0 | 9.
________________________________________________________________
</TABLE>
<TABLE>
<CAPTION>
====================================================================================================================================
Amounts reported in items 1 through 8 above include guaranteed and unguaranteed portions of past due and nonaccrual loans and
leases. Report in item 10 below certain guaranteed loans and leases that have already been included in the amounts reported in
items 1 through 8.
________________________________________________________________
10. Loans and leases reported in items 1 | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
____________________ ____________________ ____________________
<S> <C> <C> <C> <C>
through 8 above which are wholly or partially | | ////////////////// | ////////////////// |
guaranteed by the U.S. Government ............... | CONFIDENTIAL | 5613 219 | 5614 105 | 10.
a. Guaranteed portion of loans and leases | | ////////////////// | ////////////////// |
included in item 10 above .................... | | 5616 186 | 5617 95 | 10.a.
________________________________________________________________
</TABLE>
29
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 2/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-19
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-N--Continued
__________
| C473 |
______________________________________________________ ________
| (Column A) | (Column B) | (Column C) |
| Past due | Past due 90 | Nonaccrual |
| 30 through 89 | days or more | |
| days and still | and still | |
Memoranda | accruing | accruing | |
____________________ ____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
______________________________________________________ ____________________ ____________________ ____________________
<S> <C> <C> <C> <C>
1. Restructured loans and leases included in | | |
Schedule RC-N, items 1 through 8, above ......... | | | M.1.
2. Loans to finance commercial real estate, | | C O N F I D E N T I A L |
construction, and land development activities | C | |
(not secured by real estate) included in | O | |
Schedule RC-N, items 4 and 7, above ............. | N | | M.2.
F ____________________ ____________________
3. Loans secured by real estate in domestic offices | I | RCON Bil Mil Thou | RCON Bil Mil Thou |
D ____________________ ____________________
(included in Schedule RC-N, item 1, above): | E | ////////////////// | ////////////////// |
a. Construction and land development ............ | N | 2769 0 | 3492 3,944 | M.3.a.
b. Secured by farmland .......................... | T | 3494 0 | 3495 0 | M.3.b.
c. Secured by 1-4 family residential properties: | I | ////////////////// | ////////////////// |
(1) Revolving, open-end loans secured by | A | ////////////////// | ////////////////// |
1-4 family residential properties and | L | ////////////////// | ////////////////// |
extended under lines of credit ........... | | 5399 555 | 5400 2,919 | M.3.c.(1)
(2) All other loans secured by 1-4 family | | ////////////////// | ////////////////// |
residential properties ................... | | 5402 11,269 | 5403 17,064 | M.3.c.(2)
d. Secured by multifamily (5 or more) | | ////////////////// | ////////////////// |
residential properties ....................... | | 3500 2,300 | 3501 1,707 | M.3.d.
e. Secured by nonfarm nonresidential properties . | | 3503 2,799 | 3504 56,111 | M.3.e.
________________________________________________________________
</TABLE>
<TABLE>
<CAPTION>
___________________________________________
| (Column A) | (Column B) |
| Past due 30 | Past due 90 |
| through 89 days | days or more |
____________________ ____________________
| RCFD Bil Mil Thou | RCFD Bil Mil Thou |
____________________ ____________________
<S> <C> <C> <C>
4. Interest rate, foreign exchange rate, and other | | ////////////////// |
commodity and equity contracts: | | ////////////////// |
a. Book value of amounts carried as assets ...... | CONFIDENTIAL | 3528 0 | M.4.a.
b. Replacement cost of contracts with a | | ////////////////// |
positive replacement cost .................... | | 3530 0 | M.4.b.
___________________________________________
</TABLE>
30
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-20
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-O--Other Data for Deposit Insurance Assessments
Dollar Amounts in Thousands | RCON Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Unposted debits (see instructions): | ////////////////// |
a. Actual amount of all unposted debits ...................................................... | 0030 N/A | 1.a.
OR | ////////////////// |
b. Separate amount of unposted debits: | ////////////////// |
(1) Actual amount of unposted debits to demand deposits ................................... | 0031 0 | 1.b.(1)
(2) Actual amount of unposted debits to time and savings deposits(1) ...................... | 0032 0 | 1.b.(2)
2. Unposted credits (see instructions): | ////////////////// |
a. Actual amount of all unposted credits ..................................................... | 3510 N/A | 2.a.
OR | ////////////////// |
b. Separate amount of unposted credits: | ////////////////// |
(1) Actual amount of unposted credits to demand deposits .................................. | 3512 131,597 | 2.b.(1)
(2) Actual amount of unposted credits to time and savings deposits(1) ..................... | 3514 0 | 2.b.(2)
3. Uninvested trust funds (cash) held in bank's own trust department (not included in total | ////////////////// |
deposits in domestic offices) ................................................................ | 3520 0 | 3.
4. Deposits of consolidated subsidiaries in domestic offices and in insured branches in | ////////////////// |
Puerto Rico and U.S. territories and possessions (not included in total deposits): | ////////////////// |
a. Demand deposits of consolidated subsidiaries .............................................. | 2211 20,094 | 4.a.
b. Time and savings deposits(1) of consolidated subsidiaries ................................. | 2351 0 | 4.b.
c. Interest accrued and unpaid on deposits of consolidated subsidiaries ...................... | 5514 0 | 4.c.
5. Deposits in insured branches in Puerto Rico and U.S. territories and possessions: | ////////////////// |
a. Demand deposits in insured branches (included in Schedule RC-E, Part II) .................. | 2229 0 | 5.a.
b. Time and savings deposits(1) in insured branches (included in Schedule RC-E, Part II) ..... | 2383 0 | 5.b.
c. Interest accrued and unpaid on deposits in insured branches | ////////////////// |
(included in Schedule RC-G, item 1.b) ..................................................... | 5515 0 | 5.c.
______________________
______________________
Item 6 is not applicable to state nonmember banks that have not been authorized by the | ////////////////// |
Federal Reserve to act as pass-through correspondents. | ////////////////// |
6. Reserve balances actually passed through to the Federal Reserve by the reporting bank on | ////////////////// |
behalf of its respondent depository institutions that are also reflected as deposit liabilities| ////////////////// |
of the reporting bank: | ////////////////// |
a. Amount reflected in demand deposits (included in Schedule RC-E, Part I, | ////////////////// |
Memorandum item 4.a) ...................................................................... | 2314 0 | 6.a.
b. Amount reflected in time and savings deposits(1) (included in Schedule RC-E, Part I, | ////////////////// |
Memorandum item 4.b) ...................................................................... | 2315 0 | 6.b.
7. Unamortized premiums and discounts on time and savings deposits:(1) | ////////////////// |
a. Unamortized premiums ...................................................................... | 5516 0 | 7.a.
b. Unamortized discounts ..................................................................... | 5517 0 | 7.b.
______________________
_______________________________________________________________________________________________________________________________
| |
|8. To be completed by banks with "Oakar deposits." |
______________________
| Total "Adjusted Attributable Deposits" of all institutions acquired under Section 5(d)(3) of | ////////////////// | |
| the Federal Deposit Insurance Act (from most recent FDIC Oakar Transaction Worksheet(s)) .... | 5518 292,130 | 8. |
______________________
| |
_______________________________________________________________________________________________________________________________
______________________
9. Deposits in lifeline accounts ................................................................ | 5596 ///////////// | 9.
10. Benefit-responsive "Depository Institution Investment Contracts" (included in total | ////////////////// |
deposits in domestic offices) ................................................................ | 8432 0 | 10.
______________________
<FN>
______________
(1) For FDIC insurance assessment purposes, "time and savings deposits" consists of nontransaction
accounts and all transaction accounts other than demand deposits.
</TABLE>
31
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-21
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-O--Continued
Dollar Amounts in Thousands | RCON Bil Mil Thou |
______________________
__________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Adjustments to demand in domestic | ////////////////// |
| ////////////////// |
______________________
</TABLE>
<TABLE>
<S> <C>
_____________________________________________________________________________________________________________________________
| C477 |
Person to whom questions about the Reports of Condition and Income should be directed: __________
ROBERT DUFF, ASSISTANT VICE PRESIDENT (203) 986-2474
___________________________________________________________________________________ ______________________________________
Name and Title (TEXT 8901) Area code and phone number (TEXT 8902)
</TABLE>
32
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-22
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-R--Risk-Based Capital
This schedule must be completed by all banks as follows: Banks that reported total assets of $1 billion or more in Schedule RC,
item 12, for June 30, 1994, must complete items 2 through 9 and Memorandum item 1. Banks with assets of less than
$1 billion must complete items 1 through 3 below or Schedule RC-R in its entirety, depending on their response to item 1 below.
<S> <C>
1. Test for determining the extent to which Schedule RC-R must be completed. To be completed
____________
only by banks with total assets of less than $1 billion. Indicate in the appropriate | C480 |
_____ __________
box at the right whether the bank has total capital greater than or equal to eight percent | YES NO |
____________ _______________
of adjusted total assets ............................................................... | RCFD 6056 | |////| | 1.
_____________________________
For purposes of this test, adjusted total assets equals total assets less cash, U.S. Treasuries, U.S. Government
agency obligations, and 80 percent of U.S. Government-sponsored agency obligations plus the allowance for loan
and lease losses and selected off-balance sheet items as reported on Schedule RC-L (see instructions).
If the box marked YES has been checked, then the bank only has to complete items 2 and 3 below. If the box marked
NO has been checked, the bank must complete the remainder of this schedule.
A NO response to item 1 does not necessarily mean that the bank's actual risk-based capital ratio is less than eight
percent or that the bank is not in compliance with the risk-based capital guidelines.
</TABLE>
<TABLE>
<CAPTION>
___________________________________________
| (Column A) | (Column B) |
|Subordinated Debt(1)| Other |
| and Intermediate | Limited- |
Items 2 and 3 are to be completed by all banks. | Term Preferred | Life Capital |
| Stock | Instruments |
____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
______________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
2. Subordinated debt(1) and other limited-life capital instruments (original | ////////////////// | ////////////////// |
weighted average maturity of at least five years) with a remaining | ////////////////// | ////////////////// |
maturity of: | ////////////////// | ////////////////// |
a. One year or less ...................................................... | 3780 0 | 3786 0 | 2.a.
b. Over one year through two years ....................................... | 3781 0 | 3787 0 | 2.b.
c. Over two years through three years .................................... | 3782 0 | 3788 0 | 2.c.
d. Over three years through four years ................................... | 3783 0 | 3789 0 | 2.d.
e. Over four years through five years .................................... | 3784 0 | 3790 0 | 2.e.
f. Over five years ....................................................... | 3785 249,680 | 3791 0 | 2.f.
___________________________________________
3. Not applicable
___________________________________________
| (Column A) | (Column B) |
Items 4-9 and Memorandum item 1 are to be completed | Assets | Credit Equiv- |
by banks that answered NO to item 1 above and | Recorded | alent Amount |
by banks with total assets of $1 billion or more. | on the | of Off-Balance |
| Balance Sheet | Sheet Items(2) |
____________________ ____________________
4. Assets and credit equivalent amounts of off-balance sheet items assigned | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
____________________ ____________________
<S> <C> <C> <C>
to the Zero percent risk category: | ////////////////// | ////////////////// |
a. Assets recorded on the balance sheet: | ////////////////// | ////////////////// |
(1) Securities issued by, other claims on, and claims unconditionally | ////////////////// | ////////////////// |
guaranteed by, the U.S. Government and its agencies and other | ////////////////// | ////////////////// |
OECD central governments .......................................... | 3794 1,308,047 | ////////////////// | 4.a.(1)
(2) All other ......................................................... | 3795 233,619 | ////////////////// | 4.a.(2)
b. Credit equivalent amount of off-balance sheet items ................... | ////////////////// | 3796 0 | 4.b.
___________________________________________
<FN>
______________
(1) Exclude mandatory convertible debt reported in Schedule RC-M, item 7.e, "Total."
(2) Do not report in column B the risk-weighted amount of assets reported in column A.
</TABLE>
33
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-23
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-R--Continued
___________________________________________
| (Column A) | (Column B) |
| Assets | Credit Equiv- |
| Recorded | alent Amount |
| on the | of Off-Balance |
| Balance Sheet | Sheet Items(1) |
____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
______________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
5. Assets and credit equivalent amounts of off-balance sheet items | ////////////////// | ////////////////// |
assigned to the 20 percent risk category: | ////////////////// | ////////////////// |
a. Assets recorded on the balance sheet: | ////////////////// | ////////////////// |
(1) Claims conditionally guaranteed by the U.S. Government and its | ////////////////// | ////////////////// |
agencies and other OECD central governments ....................... | 3798 23,305 | ////////////////// | 5.a.(1)
(2) Claims collateralized by securities issued by the U.S. Govern- | ////////////////// | ////////////////// |
ment and its agencies and other OECD central governments; by | ////////////////// | ////////////////// |
securities issued by U.S. Government-sponsored agencies; and | ////////////////// | ////////////////// |
by cash on deposit ................................................ | 3799 0 | ////////////////// | 5.a.(2)
(3) All other ......................................................... | 3800 3,533,486 | ////////////////// | 5.a.(3)
b. Credit equivalent amount of off-balance sheet items ................... | ////////////////// | 3801 155,843 | 5.b.
6. Assets and credit equivalent amounts of off-balance sheet items | ////////////////// | ////////////////// |
assigned to the 50 percent risk category: | ////////////////// | ////////////////// |
a. Assets recorded on the balance sheet .................................. | 3802 3,238,638 | ////////////////// | 6.a.
b. Credit equivalent amount of off-balance sheet items ................... | ////////////////// | 3803 111,220 | 6.b.
7. Assets and credit equivalent amounts of off-balance sheet items | ////////////////// | ////////////////// |
assigned to the 100 percent risk category: | ////////////////// | ////////////////// |
a. Assets recorded on the balance sheet .................................. | 3804 10,965,708 | ////////////////// | 7.a.
b. Credit equivalent amount of off-balance sheet items ................... | ////////////////// | 3805 3,260,450 | 7.b.
8. On-balance sheet asset values excluded from the calculation of the | ////////////////// | ////////////////// |
risk-based capital ratio(2) .............................................. | 3806 1,025 | ////////////////// | 8.
9. Total assets recorded on the balance sheet (sum of | ////////////////// | ////////////////// |
items 4.a, 5.a, 6.a, 7.a, and 8, column A)(must equal Schedule RC, | ////////////////// | ////////////////// |
item 12 plus items 4.b and 4.c) .......................................... | 3807 19,303,828 | ////////////////// | 9.
___________________________________________
______________
(1) Do not report in column B the risk-weighted amount of assets reported in column A.
(2) Until a final rule on the regulatory capital treatment of net unrealized holding gains (losses) on available-for-sale
securities that is applicable to the reporting bank has taken effect, a bank that has adopted FASB Statement No. 115 should
include the difference between the fair value and the amortized cost of its available-for-sale securities in item 8 and report
the amortized cost of these securities in items 4 through 7 above. Item 8 also includes on-balance sheet asset values (or
portions thereof) of off-balance sheet interest rate, foreign exchange rate, and commodity contracts and those contracts (e.g.,
futures contracts) not subject to risk-based capital. Exclude from item 8 margin accounts and accrued receivables as well as
any portion of the allowance for loan and lease losses in excess of the amount that may be included in Tier 2 capital.
(3) Exclude foreign exchange contracts with an original maturity of 14 days or less and all future contracts.
</TABLE>
34
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM T-1
----------
STATEMENT OF ELIGIBILITY AND QUALIFICATION 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)
SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION
---------------------------------------------------------
(Exact name of trustee as specified in its charter)
<TABLE>
<S> <C>
Not applicable 06-0850628
------------------------------- -----------------------------
(State of incorporation (I.R.S. Employer
if not a national bank) Identification No.)
777 Main Street, Hartford, Connecticut 06115
---------------------------------------- -----------------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
Patricia Beaudry, 777 Main Street, Hartford, CT 203-728-2065
--------------------------------------------------------------
(Name, address and telephone number of agent for service)
HELLER FINANCIAL, INC.
---------------------------------------------------
(Exact name of obligor as specified in its charter)
<TABLE>
<S> <C>
Delaware 36-1208070
------------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 West Monroe Street
Chicago, Illinois 60661
---------------------------------------- -----------------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
Subordinated Securities
------------------------------------------------------------------
(Title of the indenture securities)
<PAGE>
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject,
The Comptroller of the Currency,
Washington, D.C.
Federal Reserve Bank of Boston
Boston, Massachusetts
Federal Deposit Insurance Corporation
Washington, D.C.
(b) Whether it is authorized to exercise
corporate trust powers:
The trustee is so authorized.
Item 2. Affiliations with obligor and underwriter. If the obligor or
any underwriter for the obligor is an affiliate of the trustee,
describe each such affiliation.
None with respect to the trustee; none with respect to Hartford
National Corporation, Shawmut Corporation, Shawmut National
Corporation and Shawmut Service Corporation (the "affiliates").
Item 16. List of exhibits.
List below all exhibits filed as a part of this statement of
eligibility and qualification.
(1) A copy of the Articles of Association of the trustee as
now in effect.
(2) A copy of the Certificate of Authority of the trustee
to do business.
(3) A copy of the Certification of Fiduciary Powers of the
trustee.
(4) A copy of the By-Laws of the trustee as now in effect.
(5) Consent of the trustee required by Section 321(b)
of the Act.
(6) A copy of the latest Consolidated Reports of Condition
and Income of the trustee published pursuant to law or
the requirements of its supervising or examining authority.
<PAGE>
NOTES
In as much as this Form T-1 is filed prior to the ascertainment by the trustee
of all facts on which to base answers to Item 2, the answers to said Items are
based upon imcomplete information. Said Items may, however, be considered
correct unless amended by an amendment to this Form T-1.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939,
the trustee, Shawmut Bank Connecticut, 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, thereunto duly authorized, all in the City of
Hartford, and State of Connecticut, on the 9th day of June, 1995.
SHAWMUT BANK CONNECTICUT,
NATIONAL ASSOCIATION
Trustee
By: /s/ Mark A. Forgetta
-------------------------
Its Assistant Vice President
<PAGE>
EXHIBIT 1
ARTICLES OF ASSOCIATION
SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION
FIRST. The title of this Association, which shall carry on the business of
banking under the laws of the United States, shall be "Shawmut Bank Connecticut,
National Association".
SECOND. The main office of the Association shall be in Hartford, County of
Hartford, State of Connecticut. The general business of the Association shall
be conducted at its main office and its branches.
THIRD. The board of directors of this Association shall consist of not less
than five (5) nor more than twenty-five (25) shareholders, the exact number of
directors within such minimum and maximum limits to be fixed and determined from
time to time by resolution of a majority of the full board of directors or by
resolution of the shareholders at any annual or special meeting thereof. Unless
otherwise provided by the laws of the United States, any vacancy in the board of
directors for any reason, including an increase in the number thereof, may be
filled by action of the board of directors.
FOURTH. The annual meeting of the shareholders for the election of directors
and the transaction of whatever other business may be brought before said
meeting shall be held at the main office or such other place as the board of
directors may designate, on the day of each year specified therefor in the
bylaws, but if no election is held on that day, it may be held on any subsequent
day according to the provisions of law; and all elections shall be held
according to such lawful regulations as may be prescribed by the board of
directors.
FIFTH. The authorized amount of capital stock of this Association shall be
eight million five hundred thousand (8,500,000) shares of which three million
five hundred thousand (3,500,000) shares shall be common stock with a par value
of six and 25/100 dollars ($6.25) each and of which five million (5,000,000)
shares without par value shall be preferred stock. The capital stock may be
increased or decreased from time to time, in accordance with the provisions of
the laws of the United States.
No holder of shares of the capital stock of any class of the Association shall
have any pre-emptive or preferential right of subscription to any shares of any
class of stock of the Association, whether now or hereafter authorized, or to
any obligations convertible into stock of the Association, issued or sold, nor
any right of subscription to any thereof other than such, if any, as the board
of directors, in its discretion, may from time to time determine and at such
price as the board of directors may from time to time fix.
The board of directors of the Association is authorized, subject to limitations
prescribed by law and the provisions of this Article, to provide for the
issuance from time to time in one or more series of any number of the preferred
shares, and to establish the number of shares to be included in each such
series, and to fix the designation, relative rights, preferences, qualifications
and limitations of the shares of each such series. The authority of the board
of directors with respect to each series shall include, but not be limited to,
determination of the following:
a. The number of shares constituting that series and the distinctive designation
of that series;
<PAGE>
b. The dividend rate on the shares of that series, whether dividends shall be
cumulative, and, if so, from which date or dates, and whether they shall be
payable in preference to, or in another relation to, the dividends payable to
any other class or classes or series of stock;
c. Whether that series shall have voting rights, in addition to the voting
rights provided by law, and, if so, the terms of such voting rights;
d. Whether that series shall have conversion or exchange privileges, and, if so,
the terms and conditions of such conversion or exchange, including provision
for adjustment of the conversion or exchange rate in such events as the board
of directors shall determine;
e. Whether or not the shares of that series shall be redeemable, and, if so, the
terms and conditions of such redemption, including the manner of selecting
shares for redemption if less than all shares are to be redeemed, the date or
dates upon or after which they shall be redeemable, and the amount per share
payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;
f. Whether that series shall be entitled to the benefit of a sinking fund to be
applied to the purchase or redemption of shares of that series, and, if so,
the terms and amounts of such sinking fund;
g. The right of the shares of that series to the benefit of conditions and
restrictions upon the creation of indebtedness of the Association or any
subsidiary, upon the issue of any additional stock (including additional
shares of such series or of any other series) and upon the payment of
dividends or the making of other distributions on, and the purchase,
redemption or other acquisition by the Association or any subsidiary of any
outstanding stock of the Association;
h. The right of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the Association and
whether such rights shall be in preference to, or in another relation to, the
comparable rights of any other class or classes or series of stock; and
i. Any other relative, participating, optional or other special rights,
qualifications, limitations or restrictions of that series.
Shares of any series of preferred stock which have been redeemed (whether
through the operation of a sinking fund or otherwise) or which, if convertible
or exchangeable, have been converted into or exchanged for shares of stock of
any other class or classes shall have the status of authorized and unissued
shares of preferred stock of the same series and may be reissued as part of the
series of which they were originally a part or may be reclassified and reissued
as part of a new series of preferred stock to be created by resolution or
resolutions of the board of directors or as part of any other series of
preferred stock, all subject to the conditions and the restrictions adopted by
the board of directors providing for the issue of any series of preferred stock
and by the provisions of any applicable law.
Subject to the provisions of any applicable law, or except as otherwise provided
by the resolution or resolutions providing for the issue of any series of
preferred stock, the holders of outstanding shares of common stock shall
exclusively possess voting power for the election of directors and for all other
purposes, each holder of record of shares of common stock being entitled to one
vote for each share of common stock standing in his name on the books of the
Association.
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Except as otherwise provided by the resolution or resolutions providing for the
issue of any series of preferred stock, after payment shall have been made to
the holders of preferred stock of the full amount of dividends to which they
shall be entitled pursuant to the resolution or resolutions providing for the
issue of any other series of preferred stock, the holders of common stock shall
be entitled, to the exclusion of the holders of preferred stock of any and all
series, to receive such dividends as from time to time may be declared by the
board of directors.
Except as otherwise provided by the resolution or resolutions for the issue of
any series of preferred stock, in the event of any liquidation, dissolution or
winding up of the Association, whether voluntary or involuntary, after payment
shall have been made to the holders of preferred stock of the full amount to
which they shall be entitled pursuant to the resolution or resolutions providing
for the issue of any series of preferred stock the holders of common stock shall
be entitled, to the exclusion of the holders of preferred stock of any and all
series, to share, ratable according to the number of shares of common stock held
by them, in all remaining assets of the Association available for distribution
to its shareholders.
The number of authorized shares of any class may be increased or decreased by
the affirmative vote of the holders of a majority of the stock of the
Association entitled to vote.
SIXTH. The board of directors shall appoint one of its members president of
this Association, who shall be chairman of the board, unless the board appoints
another director to be the chairman. The board of directors shall have the
power to appoint one or more vice presidents; and to appoint a secretary and
such other officers and employees as may be required to transact the business of
this Association.
The board of directors shall have the power to define the duties of the officers
and employees of the Association; to fix the salaries to be paid to them; to
dismiss them; to require bonds from them and to fix the penalty thereof; to
regulate the manner in which any increase of the capital of the Association
shall be made; to manage and administer the business and affairs of the
Association; to make all bylaws that it may be lawful for them to make; and
generally to do and perform all acts that it may be legal for a board of directs
to do and perform.
SEVENTH. The board of directors shall have the power to change the location of
the main office to any other place within the limits of the City of Hartford,
Connecticut, without the approval of the shareholders but subject to the
approval of the Comptroller of the Currency; and shall have the power to
establish or change the location of any branch or branches of the Association to
any other location, without the approval of the shareholders but subject to the
approval of the Comptroller of the Currency.
EIGHTH. The corporate existence of this Association shall continue until
terminated in accordance with the laws of the United States.
NINTH. The board of directors of this Association, or any three or more
shareholders owning, in the aggregate, not less than ten percent (10%) of the
stock of this Association, may call a special meeting of shareholders at any
time. Unless otherwise provided by the laws of the United States, a notice of
the time, place and purpose of every annual and special meeting of the
shareholders shall be given by first class mail, postage prepaid, mailed at
least ten (10) days prior to the date of such meeting to each shareholder of
record at his address as shown upon the books of this Association.
TENTH. Any person, his heirs, executors, or administrators may be indemnified
or reimbursed by the Association for reasonable expenses actually incurred in
connection with any action, suit, or proceeding, civil or criminal, to which he
or they shall be made a party by reason of his being or having been a director,
officer, or employee of the Association or any firm, corporation, or
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<PAGE>
organization which he served in any such capacity at the request of the
Association: provided, that no person shall be so indemnified or reimbursed in
relation to any matter in such action, suit, or proceeding as to which he shall
finally be adjudged to have been guilty of or liable for gross negligence,
willful misconduct or criminal acts in the performance of his duties to the
Association: and, provided further, that no person shall be so indemnified or
reimbursed in relation to any matter in such action, suit, or proceeding which
has been made the subject of a compromise settlement except with the approval of
a court of competent jurisdiction, or the holders of record of a majority of the
outstanding shares of the Association, or the board of directors, acting by vote
of directors not parties to the same or substantially the same action, suit, or
proceeding, constituting a majority of the whole number of directors. The
foregoing right of indemnification or reimbursement shall not be exclusive of
other rights to which such person, his heirs, executors, or administrators may
be entitled as a matter of law. The Association may, upon the affirmative vote
of a majority of its board of directors, purchase insurance for the purpose of
indemnifying its directors, officers and other employees to the extent that such
indemnification is allowed in the preceding paragraph. Such insurance may, but
need not, be for the benefit of all directors, officers, or employees.
ELEVENTH. These articles of association may be amended at any regular or
special meeting of the shareholders by the affirmative vote of the holders of a
majority of the stock of this Association, unless the vote of the holders of
greater amount of stock is required by law, and in that case by the vote of the
holders of such greater amount. 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.
I hereby certify that the articles of association of this Association, in their
entirety, are listed above in terms first through eleventh.
__________________________________Secretary/Assistant Secretary
Dated at ________________________, as of _________________.
Revision of March 30, 1995
<PAGE>
EXHIBIT 2
[LOGO]
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COMPTROLLER OF THE CURRENCY
ADMINISTRATOR OF NATIONAL BANKS
--------------------------------------------------------------------------------
Washington, D.C. 20219
CERTIFICATE
I, Eugene A. Ludwig, Comptroller of the Currency, do hereby certify
that:
(1) The Comptroller of the Currency, pursuant to Revised Statutes
324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession,
custody and control of all records pertaining to the chartering, regulation and
supervision of all National Banking Associations.
(2) "Shawmut Bank Connecticut, National Association", Hartford,
Connecticut, (Charter No. 1338), is a National Banking Association formed
under the laws of the United States and is authorized thereunder to transact
the business of banking on the date of this Certificate.
IN TESTIMONY WHEREOF, I have hereunto
subscribed my name and caused my seal of
office to be affixed to these presents at
the Treasury Department, in the City of
Washington and District of Columbia, this
15th day of June, 1995.
/s/ EUGENE A. LUDWIG
----------------------------------
Comptroller of the Currency
<PAGE>
EXHIBIT 3
[LOGO]
--------------------------------------------------------------------------------
COMPTROLLER OF THE CURRENCY
ADMINISTRATOR OF NATIONAL BANKS
--------------------------------------------------------------------------------
Washington, D.C. 20219
Certification of Fiduciary Powers
I, Eugene A. Ludwig, Comptroller of the Currency, do hereby certify
the records in this Office evidence "Shawmut Bank Connecticut, National
Association", Hartford, Connecticut, (Charter No. 1338), was granted, under
the hand and seal of the Comptroller, the right to act in all fiduciary
capacities authorized under the provisions of The Act of Congress approved
September 28, 1962, 76 Stat. 668, 12 U.S.C. 92a. I further certify the
authority so granted remains in full force and effect.
IN TESTIMONY WHEREOF, I have hereunto
subscribed my name and caused my 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
15th day of June, 1995.
/s/ EUGENE A. LUDWIG
----------------------------------
Comptroller of the Currency
<PAGE>
EXHIBIT 4
BYLAWS
OF
SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1.1 Annual Meeting. The regular annual meeting of the shareholders to
elect directors and transact whatever other business may properly come before
the meeting, shall be held at the main office of the association, city of
Hartford, state of Connecticut or such other places as the board of directors
may designate, at 1:00 o'clock, on the third Wednesday of April of each year,
or if that date falls on a legal holiday in the state in which the association
is located, on the next following banking day. If, for any cause, an election
of directors is not made on that date, or in the event of a legal holiday, on
the next following banking day, an election may be held on any subsequent day
within 60 days of the date fixed, to be designated by the board directors, or,
if the directors fail to fix the date, by shareholders representing two-thirds
of the shares.
Section 1.2. Special Meetings. Except as otherwise specifically provided by
statute, special meetings of the shareholders may be called for any purpose at
any time by the board of directors or upon call of the Chairman or at the
written request of shareholders owning, in the aggregate, not less than ten
(10) percent of the stock of the association.
Section 1.3. Notice of Meetings. Unless otherwise provided by the laws of the
United States, a notice of the time, place and purpose of every regular annual
meeting or special meeting of shareholders shall be given by first-class mail,
postage prepaid, mailed at least ten (10) days prior to the date of such
meeting to each shareholder of record at his address as shown upon the books of
the association. If an annual or special shareholders' meeting is adjourned to
a different date, time, or place, notice need not be given of the new date,
time or place, if the new date, time or place is announced at the meeting
before adjournment, unless any additional items of business are to be
considered, or the association becomes aware of an intervening event materially
affecting any matter to be voted on more than 10 days prior to the date to
which the meeting is adjourned. If a new record date for the adjourned meeting
is fixed, however, notice of the adjourned meeting must be given to persons who
are shareholders as of the new record date.
Section 1.4. Proxies. Shareholders may vote at any meeting of the shareholders
by proxies duly authorized in writing. Proxies shall be valid only for one
meeting, to be specified therein, and any adjournments of such meeting.
Proxies shall be dated and filed with the records of the meeting. Proxies with
rubber-stamped facsimile signatures may be used and unexecuted proxies may be
counted upon receipt of a confirming telegram from the shareholder. Proxies
meeting the above requirements submitted at any time during a meeting shall be
accepted.
<PAGE>
Section 1.5. Quorum. A majority of the outstanding capital stock, represented
in person or by proxy, shall constitute a quorum at any meeting of
shareholders, but less than a quorum may adjourn any meeting, from time to
time, and the meeting may be held, as adjourned, without further notice.
Section 1.6. Voting. In deciding on questions at meetings of shareholders,
except in the election of directors, each shareholder shall be entitled to one
vote for each share of stock held. A majority of votes cast shall decide each
matter submitted to the shareholders at the meeting except in cases where by
law a larger vote is required.
ARTICLE II
DIRECTORS
Section 2.1. Board of Directors. The board of directors shall manage and
administer the business and affairs of the association. Except as expressly
limited by law, all corporate powers of the association shall be vested in and
may be exercised by the board.
Section 2.2. Number. The board shall consist of not less than five nor more
than twenty-five shareholders, the exact number within such minimum and maximum
limits to be fixed and determined from time to time by resolution of a majority
of the full board or by resolution of a majority of the shareholders at any
meeting thereof.
Section 2.3. Term. The directors of this association shall hold office for one
year and until their successors are elected and have qualified.
Section 2.4. Oath. Each person elected or appointed a director of this
association must take the oath of such office as prescribed by the laws of the
United States. No person elected or appointed a director of this association
shall exercise the functions of such office until he has taken such oath.
Section 2.5. Honorary Directors. There may not be more than five honorary
directors of the association who shall be entitled to attend meetings of the
board and take part in its proceedings but without the right to vote. Honorary
directors shall be appointed at the annual meeting of the board of directors to
hold office until the next annual meeting provided, however, that the board may
at any regularly constituted meeting between annual meetings of the board of
directors appoint honorary directors within the limitations imposed by this
bylaw.
Section 2.6. Vacancies. Any vacancies occurring in the board of directors for
any reason, including an increase in the number thereof, may be filled, in
accordance with the laws of the United States, by appointment by the remaining
directors, and any director so appointed shall hold office until the next
annual meeting and until his successor is elected and has qualified.
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<PAGE>
Section 2.7. Organization Meeting. The annual meeting of the board of
directors shall be held at the main office of the association to organize the
new board and appoint committees of the board and officers of the association
for the succeeding year, and for transacting such other business as properly
may come before the meeting. Such meeting shall be held on the day of the
election of directors or as soon thereafter as practicable, and, in any event,
within 30 days thereof. If, at the time fixed for such meeting, there shall
not be a quorum, the directors present may adjourn the meeting, from time to
time, until a quorum is obtained.
Section 2.8. Regular Meetings. The regular meetings of the board of directors
shall be held, without notice, at the main office, or at such other place as
has been duly authorized by the board, on such day and at such time as the
board shall determine. When any regular meeting of the board falls upon a
holiday, the meeting shall be held on the next banking business day unless the
board shall designate another day.
Section 2.9. Special Meetings. Special meetings of the board of directors may
be called by the chairman, the president, or at the request of seven or more
directors. Each member of the board of directors shall be given notice stating
the time and place by telegram, letter, or in person, of each special meeting.
Section 2.10. Quorum. A majority of the members of the board shall constitute
a quorum at any meeting. If the number of directors is reduced below the
number that would constitute a quorum, no business may be transacted, except
selecting directors to fill vacancies in conformance with these bylaws. If a
quorum is present, the board of directors may take action through the vote of a
majority of the directors who are in attendance.
Section 2.11. Record Time. The board of directors may fix a day and hour, not
exceeding fifty (50) days preceding the date fixed for the payment of any
dividend or for any meeting of the shareholders as a record time for the
determination of shareholders entitled to receive such dividend, or as the time
as of which shareholders entitled to notice of and to vote at such meeting
shall be determined, as the case may be, and only shareholders of record at the
time so fixed shall be entitled to receive such dividend or to notice of and to
vote at such meeting.
Section 2.12. Fees. All directors other than directors who are officers of the
association or its affiliates shall be entitled to reasonable fees for their
services as such directors and as members of committees of the board, said fees
to be fixed by vote of the board.
ARTICLE III
COMMITTEES OF THE BOARD
Section 3.1. Executive Committee. The board of directors may establish an
executive committee consisting of the chairman, not less than five directors,
not officers, who are appointed by the board, and such other directors as the
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<PAGE>
board may appoint. The board shall designate the chairman thereof. The
Executive Committee shall possess and may exercise such powers as are provided
in these bylaws and all other delegable powers of the board and shall meet at
the call of any member thereof. All action of said committee shall be reported
to the board at the next regular board meeting thereafter. Four members of the
Committee, of whom not less than three shall be directors who are not officers,
shall be necessary to constitute a quorum.
Section 3.2. Loan and Investment Committee. The board of directors shall
establish a loan and investment committee consisting of the chairman, the
president, not less than four directors, not officers, who are appointed by the
board, and such other directors as the board may appoint. The committee shall
ensure that the association's credit and investment policies are adequate and
that lending and investment activities are conducted in accordance with the
association's policies and with applicable laws and regulations. The committee
shall exercise oversight and receive reports with respect to lending activities
and credit risk management. The committee shall also exercise oversight and
receive reports with respect to the association's securities portfolio and
securities portfolio activities to ensure appropriate portfolio
diversification, asset quality, liquidity, and profitability. The committee
shall also have oversight responsibilities with respect to the association's
investment policy, liquidity policy, liquidity contingency planning and
interest rate risk exposure. All action by the committee shall be reported to
the board at the next regular board meeting thereafter. Four members of the
committee, of whom not less than two shall be directors who are not officers,
shall be necessary to constitute a quorum.
Section 3.3. Trust Committee. The board of directors shall establish a trust
committee consisting of the president and not less than four directors, not
officers, who are appointed by the board and such other directors as the board
may appoint. The trust committee shall have authority, between meetings of the
board, to discharge the responsibilities of the association with respect to the
exercise of fiduciary powers, except as the board may by resolution or other
appropriate action otherwise from time to time determine. All action by said
committee shall be reported to the board at the next regular board meeting
thereafter. Four members of the trust committee, of whom at least two shall be
directors who are not officers, shall be necessary to constitute a quorum.
Section 3.4. Audit Committee. The audit committee of Shawmut National
Corporation, no member of whom is an officer of the association, is designated
to oversee the audit affairs of the association. Members of the association's
board of directors, none of whom may be officers of the association, may serve
on the audit committee of Shawmut National Corporation. In addition, the board
may, from time to time, appoint an audit committee consisting of not less than
four members of the board, no one of whom shall be an executive officer of the
association, to perform such audit functions as may be assigned by the board.
The duty of the audit committee shall be to examine at least once during each
calendar year and within 15 months of the last examination of affairs of the
association or cause suitable examination to be made by auditors responsible
only to the board of directors and to report the result of such examination in
writing to the board at the next regular meeting
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<PAGE>
thereafter. Such report shall state whether the association is in a sound
condition, whether fiduciary powers have been administered according to law and
sound fiduciary principles, whether adequate internal controls and procedures
are being maintained, and shall recommend to the board of directors such
changes in the manner of conducting the affairs of the association as shall be
deemed advisable.
Section 3.5. Community Affairs Committee. The board of directors shall
establish a community affairs committee consisting of not less than four
directors and such other persons as shall be appointed by the board. The
community affairs committee shall oversee compliance by the association with
the policies and provisions of the Community Reinvestment Act of 1978, as
amended; shall establish and supervise policies relating to voluntary corporate
contributions and other matters of business and community conduct, all as the
board or the chairman may from time to time specify or request. All actions by
said committee shall be reported to the board at the next regular board meeting
thereafter. Three members of the committee, of whom at least two shall be
directors who are not officers, shall be necessary to constitute a quorum.
Section 3.6. Substitute Committee Members. In the case of the absence of any
member of any committee of the board from any meeting of such committee, the
directors who are not officers and are present at such meeting, or the senior
officer present if no such directors are there, may designate a substitute to
serve in lieu of such absent member. Such substitute need not be a director
unless such absent member is a director, but in any case when the board of
directors shall have designated one or more alternate members for such
committee, the substitute shall be selected from such of said alternates as are
then available.
Section 3.7. Additional Committees. The board of directors may by resolution
designate one or more additional committees, each consisting of two or more of
the directors. Any such additional committee shall have and may exercise such
powers as the board may from time to time prescribe for furthering the business
and affairs of the association.
ARTICLE IV
WAIVER OF NOTICE; WRITTEN CONSENT; PARTICIPATION BY TELEPHONE
Section 4.1. Waiver of Notice. Notice of the time, place and purpose of any
regular meeting of the board of directors or a committee thereof may be waived
in writing by any director or member of such committee, as the case may be,
either before or after such meeting. Attendance in person at a meeting of the
board of directors or a committee thereof shall be deemed to constitute a
waiver of notice thereof.
Section 4.2. Written Consent. Unless otherwise restricted by the articles of
association or these bylaws, any action required or permitted to be taken at
any meeting of the board of directors or a committee thereof may be taken
without a meeting if a consent in writing, setting forth the action to so be
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<PAGE>
taken, shall be signed before or after such action by all of the directors, or
all of the members of a committee thereof, as the case may be. Such written
consent shall be filed with the records of the association.
Section 4.3. Participation by Telephone. One or more directors may participate
in a meeting of the board of directors, of a committee of the board, or of the
shareholders, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in this manner shall constitute presence in person
at such meeting.
ARTICLE V
OFFICERS AND EMPLOYEES
Section 5.1. Officers. The officers of the association shall consist of a
chairman, a president, one or more vice chairmen, one or more executive vice
presidents, one or more senior vice presidents, one or more vice presidents, a
secretary, an auditor and such other officers as may be appropriate for the
prompt and orderly transaction of the business of the association. Any officer
may hold more than one office, except that the chairman and president may not
also serve as secretary. The chairman, the president, any vice chairman, and
the auditor shall be elected annually by the board of directors to serve for
one year and until his successor is elected and qualifies. All other officers
shall be appointed to hold office during the pleasure of the board, which may
in its discretion delegate the authority to appoint and remove any officer or
officers (other than the auditor) below the ranks of president and vice
chairman.
Section 5.2. Chairman. The chairman shall preside or designate the presiding
officer at all meetings of the board of directors and shareholders. The
chairman shall be the chief executive officer of the association unless
otherwise designated by the board, and may have and exercise such further
powers and duties as from time to time may be conferred upon or assigned to the
chairman by the board of directors. The chairman may establish advisory
committees for any branch, region, or division of the association to advise on
the affairs of such branch, region, or division; provided that such advisory
committee members shall not attend meetings of the board of directors or any
committee thereof, and shall not participate in the management of the
association. If at any time the office of chairman shall be vacant, the powers
and duties of that office shall devolve upon the president; if the office of
president shall be vacant, the powers and duties of that office shall devolve
upon the chairman; and if the office of the chairman and president are vacant,
the board shall designate one or more officers of the association to perform
the duties of chairman until such time as a new chairman is appointed.
Section 5.3. President. The president shall have general executive powers and
may also have and exercise such further powers and duties as may be conferred
upon or assigned by the board or the chairman.
-6-
<PAGE>
Section 5.4. Vice Chairman. Each Vice Chairman shall perform such duties as
may be assigned from time to time by the board of directors or the chairman.
Section 5.5. Secretary. The secretary of the association, or other designated
officer of the association, shall keep accurate minutes of all meetings of the
board of directors; shall attend to the giving of all notices required by these
bylaws; shall be custodian of the corporate seal, records, documents and papers
of the association; shall provide for the keeping of proper records of all
transactions of the association; shall have and may exercise any and all other
powers and duties pertaining by law, regulation or practice, or imposed by the
bylaws; and shall also perform such other duties as may be assigned from time
to time, by the board of directors or the chairman.
Section 5.6. Auditor. The general auditor of the association, or his designee,
shall be the officer in charge of auditing. Said officer shall be responsible
for the conduct of a program of continuous audits of the association and all of
its departments and shall make, or cause to be made, further examinations as he
deems necessary or are required from time to time by the responsible audit
committee or the board. Said officer shall report the results of audit
activities periodically to the responsible audit committee or the board.
Section 5.7. Other Officers. All other officers shall perform such duties and
exercise such powers as shall pertain to their respective offices, or as shall
be imposed by law, or as may be conferred upon, or assigned to them by the
board of directors or the chairman.
Section 5.8. Resignation. An officer may resign at any time by delivering
notice to the association. A resignation is effective when the notice is given
unless the notice specifies a later effective date.
ARTICLE VI
SIGNING AUTHORITY
Section 6.1. Signing Authority. Each officer of this association, excluding
the auditor and each other officer whose primary duties are auditing in nature,
shall have authority for and on behalf of this association to execute, deliver,
sign and endorse checks, drafts, pledges, certificates, receipts for money,
warehouse receipts, bills of lading or similar documents, contracts arising in
the ordinary course of the business of the association, bankers' acceptances
made by the association, commercial credits of the association, securities and
property received in trust or for deposit, proxies to vote stock held by the
association in any capacity, petitions, foreclosures and other deeds, powers,
leases, assignments, discharges, releases, extensions, purchase agreements,
conveyances, and other written instruments pertaining to real estate or
interest therein and, where indicated, to affix the corporate seal of the
association to any of the foregoing; to guarantee and witness signatures upon
securities, documents or other written
-7-
<PAGE>
instruments; to purchase, sell, assign, pledge or transfer funds or other
securities of the association or within its control as a fiduciary; and,
subject to the approval of such officer or committee as the board may
designate, to accept trusts and appointments and to execute trust indentures
and any other instruments establishing trusts or making appointments. Each
officer at the level of senior vice president or above, shall be empowered to
authorize another person or persons, whether or not such other person or
persons are officers or employees of the association, to sign or endorse any of
the foregoing documents on behalf of the association in a particular
transaction; but such officer shall by signed entry personally note the fact of
such authorization on the records of the association relating to such
transaction. The officer in charge of the international division of the
association, or in his absence his designee, shall be empowered to authorize
another person or persons, whether or not such other person or persons are
officers or employees of the association, to execute documents and do such
other acts and things as may be required in connection with a particular loan
or extension of credit, proceeding before a court or other judicial or
administrative body, or other transaction; but such officer shall by signed
entry personally note the fact of such authorization on the records of the
association relating to such act or transaction. Any one officer at the level
of senior vice president or above shall have authority for and on behalf of the
association to borrow money. The chairman, the president, any vice chairman,
any executive vice president, and the senior vice president or other officer in
charge of investment administration or such other officers as may be designated
by the chairman may each, acting singly, authorize borrowings and request
advances from any Federal Reserve Bank or any Federal Home Loan Bank, as the
case may be, and may agree with said bank upon appropriate terms and collateral
for such transactions. The officers and other employees of the association
shall have such further signature powers as may be specified by the board of
directors or by the chairman or his designee.
ARTICLE VII
STOCK AND STOCK CERTIFICATES
Section 7.1. Transfers. Shares of stock shall be transferable on the books of
the association, and a transfer book shall be kept in which all transfers of
stock shall be recorded. Every person becoming a shareholder by such transfer
shall in proportion to his or her shares, succeed to all rights of the prior
holder of such shares. The board of directors may impose conditions upon the
transfer of the stock reasonably calculated to simplify the work of the
association with respect to stock transfer, voting shareholder meetings, and
related matters and to protect it against fraudulent transfer.
Section 7.2. Stock Certificates. Certificates of stock shall bear the
signature of the chairman or president (which may be engraved, printed or
impressed), and shall be signed manually or by facsimile process by the
secretary or assistant secretary, and the seal of the association shall be
engraved thereon. Each certificate shall recite on its face that the stock
represented thereby is transferable only upon the books of the association
properly endorsed.
-8-
<PAGE>
ARTICLE VIII
CORPORATE SEAL
Section 8. Corporate Seal. The board of directors shall provide a seal for
the association. The secretary shall have custody thereof and may designate
such other officers as may have counterparts.
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 9.1. Fiscal Year. The fiscal year of the association shall be the
calendar year.
Section 9.2. Records. The articles of association, the bylaws and the
proceedings of all meetings of the shareholders, the board of directors, and
standing committees of the board, shall be recorded in appropriate minute books
provided for that purpose. The minutes of each meeting shall be signed by the
secretary or other officer appointed to act as secretary of the meeting.
ARTICLE X
BYLAWS
Section 10. Amendments. These bylaws may be altered, amended, or added to or
repealed by a vote of a majority of the members of the board then in office at
any meeting, provided that notice thereof shall have been given in the notice
of such meeting.
A true copy
Attest:
Secretary/Assistant Secretary
---------------------------------------
Dated at , as of .
--------------------------------------- ----------------------
Revision of January 11, 1993
-9-
<PAGE>
EXHIBIT 5
CONSENT OF THE TRUSTEE
REQUIRED BY SECTION 321(b)
OF THE TRUST INDENTURE ACT OF 1939
The undersigned, as Trustee under the Indenture to be entered into between
Heller Financial, Inc. and Shawmut Bank Connecticut,
National Association, as Trustee, does hereby consent that, pursuant to Section
321(b) of the Trust Indenture Act of 1939, reports of examinations with respect
to the undersigned by Federal, State, Territorial or District authorities may
be furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
SHAWMUT BANK CONNECTICUT,
NATIONAL ASSOCIATION,
as Trustee
By /s/ KATHY A. LARIMORE
-------------------------------
Its: Assistant Vice President
Dated: June 9, 1995
<PAGE>
EXHIBIT 6
<TABLE>
<S> <C>
Board of Governors of the Federal Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance Corporation
OMB Number: 3064-0052
Office of the Comptroller of the Currency
OMB Number: 1557-0081
FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL Expires July 31, 1995
-----------------------------------------------------------------------------------------------------------------------------
Please refer to page i, / 1 /
[LOGO] Table of Contents, for
the required disclosure
of estimated burden.
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR
A BANK WITH DOMESTIC AND FOREIGN OFFICES--FFIEC 031
(941231)
REPORT AT THE CLOSE OF BUSINESS MARCH 31, 1995 -----------
(RCRI 9999)
This report is required by law: 12 U.S.C. Section 324 (State member banks);
12 U.S.C. Section 1817 (State nonmember banks); and 12 U.S.C. Section 161
(National banks).
This report form is to be filed by banks with branches and consolidation
subsidiaries in U.S. territories and possessions, Edge or Agreement
subsidiaries, foreign branches, consolidated foreign subsidiaries, or
International Banking Facilities.
--------------------------------------------------------------------------------
NOTE: The Reports of Condition and Income must be signed by an authorized
officer and the Report of Condition must be attested to by not less than two
directors (trustees) for State nonmember banks and three directors for State
member and National banks.
I, Susan E. Lester, E.V.P. and C.F.O.
-----------------------------------------------------------------------------
Name and Title of Officer Authorized to Sign Report
of the named bank do hereby declare that these Reports of Condition and
Income (including the supporting schedules) have been prepared in conformance
with the instructions issued by the appropriate Federal regulatory authority
and are true to the best of my knowledge and belief.
/s/ SUSAN E. LESTER
--------------------------------------------------------------------------------
Signature of Officer Authorized to Sign Report
April 30, 1995
--------------------------------------------------------------------------------
Date of Signature
The Reports of Condition and Income are to be prepared in accordance with
Federal regulatory authority instructions. NOTE: These instructions may in
some cases differ from generally accepted accounting principles.
We, the undersigned directors (trustees), attest to the correctness of this
Report of Condition (including the supporting schedules) 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 appropriate Federal
regulatory authority and is true and correct.
/s/ GUNNAR S. OVERSTROM
--------------------------------------------------------------------------------
Director (Trustee)
/s/ JOEL B. ALVORD
--------------------------------------------------------------------------------
Director (Trustee)
/s/ DAVID L. EYLES
--------------------------------------------------------------------------------
Director (Trustee)
--------------------------------------------------------------------------------
<PAGE>
FOR BANKS SUBMITTING HARD COPY REPORT FORMS:
STATE MEMBER BANKS: Return the original and one copy to the appropriate Federal
Feserve District Bank.
STATE NONMEMBER BANKS: Return the original only in the special return address
envelope provided. If express mail is used in lieu of the special return address
envelope, return the original only to the FDIC, c/o Quality Data Systems, 2127
Espey Court, Crofton, MD 21114.
NATIONAL BANKS: Return the original only in the special return address envelope
provided. If express mail is used in lieu of the special return address
envelope, return the original only to the FDIC, c/o Quality Data Systems, 2127
Espey Court, Crofton, MD 21114.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
<S> <C>
___ ___
FDIC Certificate Number | | | | | | | |
______________________ CALL NO. 190 31 12-31-94
(RCRI 9060)
CERT: 02499 10582 STBK 09-0590
SHAWMUT BANK CONNECTICUT, NATIONAL A
777 MAIN STREET
HARTFORD, CT 06115
| |
___ ___
<FN>
Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency
</TABLE>
<PAGE>
FFIEC 031
Page i
/2/
Consolidated Reports of Condition and Income for
A Bank With Domestic and Foreign Offices
________________________________________________________________________________
TABLE OF CONTENTS
SIGNATURE PAGE Cover
REPORT OF INCOME
Schedule RI--Income Statement...........................................RI-1,2,3
Schedule RI-A--Changes in Equity Capital....................................RI-3
Schedule RI-B--Charge-offs and Recoveries and
Changes in Allowance for Loan and Lease
Losses..................................................................RI-4,5
Schedule RI-C--Applicable Income Taxes by
Taxing Authority..........................................................RI-5
Schedule RI-D--Income from
International Operations..................................................RI-6
Schedule RI-E--Explanations...............................................RI-7,8
REPORT OF CONDITION
Schedule RC--Balance Sheet................................................RC-1,2
Schedule RC-A--Cash and Balances Due
From Depository Institutions..............................................RC-3
Schedule RC-B--Securities.................................................RC-4,5
Schedule RC-C--Loans and Lease Fianancing
Receivables:
Part I. Loans and Leases..............................................RC-6,7
Part II. Loans to Small Businesses and
Small Farms (included in the forms for
June 30 only).....................................................RC-7a,7b
Schedule RC-D--Trading Assets and Liabilities
(to be completed only by selected banks)..................................RC-8
Schedule RC-E--Deposit Liabilities.......................................RC-9,10
Schedule RC-F--Only Assets.................................................RC-11
Schedule RC-G--Other Liabilities...........................................RC-11
Schedule RC-H--Selected Balance Sheet Items for
Domestic Offices.........................................................RC-12
Schedule RC-I--Selected Assets and Liabilities
of IBF's.................................................................RC-13
Schedule RC-K--Quarterly Averages..........................................RC-13
Schedule RC-L--Off-Balance Sheet Items..................................RC-14,15
Schedule RC-M--Memoranda................................................RC-16,17
Schedule RC-N--Past Due and Nonaccrual Loans,
Leases, and Other Assets..............................................RC-18,19
Schedule RC-O--Other Data for Deposit
Insurance Assessments.................................................RC-20,21
Schedule RC-R--Risk-Based Captial.......................................RC-22,23
Optional Narrative Statement Concerning the
Amounts Reported in the Reports of
Conditions and Income....................................................RC-24
Special Report (TO BE COMPLETED BY ALL BANKS)
Schedule RC-J--Repricing Opportunities (sent only to
and to be completed only by savings banks)
<PAGE>
DISCLOSURE OF ESTIMATED BURDEN
The estimated average burden associated with this information collection is
30.7 hours per respondent and is estimated to vary from 15 to 200 hours per
response, depending on individual circumstances. Burden estimates include the
time for reviewing instructions, gathering and maintaining data in the required
form, and completing the information collection, but exclude the time for
compiling and maintaining business records in the normal course of a
respondent's activities. Comments concerning the accuracy of this burden
estimate and suggestions for reducing this burden should be directed to the
Office of Information and Regulatory Affairs. Office of Management and Budget,
Washington, D.C. 20503, and to one of the following:
Secretary
Board of Governors of the Federal Reserve System
Washington, D.C. 20551
Legislative and Regulatory Analysis Division
Office of the Comptroller of the Currency
Washington, D.C. 20219
Assistant Executive Secretary
Federal Deposit Insurance Corporation
Washington, D.C. 20429
For information or assistance, national and state nonmember banks should
contact the FDIC's Call Reports Analysis Unit, 550 17th Street, NW, Washington,
D.C. 20429, toll free on (800)688-FDIC (3342), Monday through Friday between
8:00 a.m. and 5:00 p.m., Eastern time. State member banks should contact their
Federal Reserve District Bank.
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RI-1
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Consolidated Report of Income
for the period January 1, 1995-June 30, 1995
All Report of Income schedules are to be reported on a calendar year-to-date basis in thousands of dollars.
Schedule RI--Income Statement
__________
| I480 |
____________ ________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
_______________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Interest income: | ////////////////// |
a. Interest and fee income on loans: | ////////////////// |
(1) In domestic offices: | ////////////////// |
(a) Loans secured by real estate ................................................... | 4011 196,681 | 1.a.(1)(a),
(b) Loans to depository institutions ............................................... | 4019 565 1.a.(1)(b)
(c) Loans to finance agricultural production and other loans to farmers ............ | 4024 152 | 1.a.(1)(c)
(d) Commercial and industrial loans ................................................ | 4012 222,919 | 1.a.(1)(d)
(e) Acceptances of other banks ..................................................... | 4026 57 | 1.a.(1)(e)
(f) Loans to individuals for household, family, and other personal expenditures: | ////////////////// |
(1) Credit cards and related plans ............................................. | 4054 526 | 1.a.(1)(f)(1)
(2) Other ...................................................................... | 4055 25,018 | 1.a.(1)(f)(2)
(g) Loans to foreign governments and official institutions ......................... | 4056 0 | 1.a.(1)(g)
(h) Obligations (other than securities and leases) of states and political | ////////////////// |
subdivisions in the U.S.: | ////////////////// |
(1) Taxable obligations ........................................................ | 4011 33 | 1.a.(1)(h)(1)
(2) Tax-exempt obligations ..................................................... | 4019 1,334 | 1.a.(1)(h)(2)
(i) All other loans in domestic offices ............................................ | 4024 31,078 | 1.a.(1)(i)
(2) In foreign offices, Edge and Agreement subsidiaries, and IBFs ...................... | 4059 0 | 1.a.(2)
b. Income from lease financing receivables: | ////////////////// |
(1) Taxable leases ..................................................................... | 4505 542 | 1.b.(1)
(2) Tax-exempt leases .................................................................. | 4307 0 | 1.b.(2)
c. Interest income on balances due from depository institutions:(1) | ////////////////// |
(1) In domestic offices ................................................................ | 4105 5 | 1.c.(1)
(2) In foreign offices, Edge and Agreement subsidiaries, and IBFs ...................... | 4106 2,573 | 1.c.(2)
d. Interest and dividend income on securities: | ////////////////// |
(1) U.S. Treasury securities and U.S. Government agency and corporation obligations .... | 4027 110,475 | 1.d.(1)
(2) Securities issued by states and political subdivisions in the U.S.: | ////////////////// |
(a) Taxable securities ............................................................. | 4506 0 | 1.d.(2)(a)
(b) Tax-exempt securities .......................................................... | 4507 1 | 1.d.(2)(b)
(3) Other domestic debt securities ..................................................... | 3657 32,831 | 1.d.(3)
(4) Foreign debt securities ............................................................ | 3658 107 | 1.d.(4)
(5) Equity securities (including investments in mutual funds) .......................... | 3659 2,652 | 1.d.(5)
e. Interest income from assets held in trading accounts ................................... | 4069 0 | 1.e.
______________________
<FN>
____________
(1) Includes interest income on time certificates of deposit not held in trading accounts.
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RI-2
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RI--Continued
________________
Dollar Amounts in Thousands | Year-to-date |
___________________________________________________________________________________ ______________
<S> <C> <C>
1. Interest income (continued) | RIAD Bil Mil Thou |
f. Interest income on federal funds sold and securities purchased | ////////////////// |
under agreements to resell in domestic offices of the bank and of | ////////////////// |
its Edge and Agreement subsidiaries, and in IBFs .................... | 4020 7,122 | 1.f.
g. Total interest income (sum of items 1.a through 1.f) ................ | 4107 634,671 | 1.g.
2. Interest expense: | ////////////////// |
a. Interest on deposits: | ////////////////// |
(1) Interest on deposits in domestic offices: | ////////////////// |
(a) Transaction accounts (NOW accounts, ATS accounts, and | ////////////////// |
telephone and preauthorized transfer accounts) .............. | 4508 5,650 | 2.a.(1)(a)
(b) Nontransaction accounts: | ////////////////// |
(1) Money market deposit accounts (MMDAs) ................... | 4509 10,588 | 2.a.(1)(b)(1)
(2) Other savings deposits .................................. | 4511 24,550 | 2.a.(1)(b)(2)
(3) Time certificates of deposit of $100,000 or more ........ | 4174 51,415 | 2.a.(1)(b)(3)
(4) All other time deposits ................................. | 4512 51,325 | 2.a.(1)(b)(4)
(2) Interest on deposits in foreign offices, Edge and Agreement | ////////////////// |
subsidiaries, and IBFs .......................................... | 4172 24,362 | 2.a.(2)
b. Expense of federal funds purchased and securities sold under | ////////////////// |
agreements to repurchase in domestic offices of the bank and of | ////////////////// |
its Edge and Agreement subsidiaries, and in IBFs .................... | 4180 118,772 | 2.b.
c. Interest on demand notes issued to the U.S. Treasury and on | ////////////////// |
other borrowed money ................................................ | 4185 61,822 | 2.c.
d. Interest on mortgage indebtedness and obligations under | ////////////////// |
capitalized leases .................................................. | 4072 421 | 2.d.
e. Interest on subordinated notes and debentures ....................... | 4200 8,361 | 2.e.
f. Total interest expense (sum of items 2.a through 2.e) ............... | 4073 357,266 | 2.f.
___________________________
3. Net interest income (item 1.g minus 2.f) ............................... | ////////////////// | RIAD 4074 | 277,405 | 3.
___________________________
4. Provisions: | ////////////////// |
___________________________
a. Provision for loan and lease losses ................................. | ////////////////// | RIAD 4230 | 5,448 | 4.a.
b. Provision for allocated transfer risk ............................... | ////////////////// | RIAD 4243 | 0 | 4.b.
___________________________
5. Noninterest income: | ////////////////// |
a. Income from fiduciary activities .................................... | 4070 40,094 | 5.a.
b. Service charges on deposit accounts in domestic offices ............. | 4080 33,150 | 5.b.
c. Trading gains (losses) and fees from foreign exchange transactions .. | 4075 253 | 5.c.
d. Other foreign transaction gains (losses) ............................ | 4076 0 | 5.d.
e. Gains (losses) and fees from assets held in trading accounts ........ | 4077 1,004 | 5.e.
f. Other noninterest income: | ////////////////// |
(1) Other fee income ................................................ | 5407 30,552 | 5.f.(1)
(2) All other noninterest income* ................................... | 5408 37,549 | 5.f.(2)
___________________________
g. Total noninterest income (sum of items 5.a through 5.f) ............. | ////////////////// | RIAD 4079 | 142,602 | 5.g.
6. a. Realized gains (losses) on held-to-maturity securities .............. | ////////////////// | RIAD 3521 | (6) | 6.a.
b. Realized gains (losses) on available-for-sale securities ............ | ////////////////// | RIAD 3196 | 1,640 | 6.b.
___________________________
7. Noninterest expense: | ////////////////// |
a. Salaries and employee benefits ...................................... | 4135 141,766 | 7.a.
b. Expenses of premises and fixed assets (net of rental income) | ////////////////// |
(excluding salaries and employee benefits and mortgage interest) .... | 4217 43,126 | 7.b.
c. Other noninterest expense* .......................................... | 4092 118,992 | 7.c.
___________________________
d. Total noninterest expense (sum of items 7.a through 7.c) ............ | ////////////////// | RIAD 4093 | 303,884 | 7.d.
___________________________
8. Income (loss) before income taxes and extraordinary items and other | ////////////////// |
___________________________
adjustments (item 3 plus or minus items 4.a, 4.b, 5.g, 6.a, 6.b, and 7.d)| ////////////////// | RIAD 4301 | 112,309 | 8.
9. Applicable income taxes (on item 8) .................................... | ////////////////// | RIAD 4302 | 41,981 | 9.
___________________________
10. Income (loss) before extraordinary items and other adjustments | ////////////////// |
___________________________
(item 8 minus 9) ....................................................... | ////////////////// | RIAD 4300 | 70,328 | 10.
_________________________________________________
<FN>
____________
*Describe on Schedule RI-E--Explanations.
</TABLE>
4
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RI-3
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RI--Continued
______________________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
_________________________________________________________________________________________________
<S> <C> <C>
11. Extraordinary items and other adjustments: | ////////////////// |
a. Extraordinary items and other adjustments, gross of income taxes* . | 4310 0 | 11.a.
b. Applicable income taxes (on item 11.a)* ........................... | 4315 0 | 11.b.
c. Extraordinary items and other adjustments, net of income taxes | ////////////////// |
________________________
(item 11.a minus 11.b) ............................................ | ////////////////// | RIAD 4320 | 0 | 11.c.
12. Net income (loss) (sum of items 10 and 11.c) ......................... | ////////////////// | RIAD 4340 | 70,328 | 12.
______________________________________________
</TABLE>
<TABLE>
<CAPTION> __________
__________
______|__I481__|
Memoranda | Year-to-date |
____________________
____________________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
_________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
<S> <C> <C>
1. Interest expense incurred to carry tax-exempt securities, loans, and leases acquired after | ////////////////// |
August 7, 1986, that is not deductible for federal income tax purposes ....................... | 4513 0 | M.1.
2. Fee income from the sale and servicing of mutual funds and annuities in domestic offices | ////////////////// |
(included in Schedule RI, item 5.g) .......................................................... | 8431 0 | M.2.
3. Estimated foreign tax credit included in applicable income taxes, items 9 and 11.b above ..... | 4309 0 | M.3.
4. To be completed only by banks with $1 billion or more in total assets: | ////////////////// |
Taxable equivalent adjustment to "Income (loss) before income taxes and extraordinary | ////////////////// |
items and other adjustments" (item 8 above) .................................................. | 1244 920 | M.4.
5. Number of full-time equivalent employees on payroll at end of current period (round to | //// Number |
nearest whole number) ........................................................................ | 4150 5,350 | M.5.
6. Not applicable | ////////////////// |
7. If the reporting bank has restated its balance sheet as a result of applying push down | //// MM DD YY |
accounting this calendar year, report the date of the bank's acquisition ..................... | 9106 00/00/00 |
8. Trading revenue (from cash instruments and off-balance sheet derivative instruments) | ////////////////// | M.7.
(included in schedule RI, items 5.c and 5.e): | //// Bil Mil Thou |
a. Interest rate esposures ................................................................... | 8757 20 | M.8.a.
b. Foreign exchange exposures ................................................................ | 8758 65 | M.8.b.
c. Equity security and index exposures ....................................................... | 8759 0 | M.8.c.
d. Commodity and other exposures ............................................................. | 8760 0 | M.8.d.
9. Impact on income of off-balance sheet derivatives held for purposes other than trading: | ////////////////// |
a. Net increase (decrease) to interest income..................................................| 8761 0 | M.9.a.
b. Net (increase) decrease to interest expense ................................................| 8762 (12,993)| M.9.b.
c. Other (noninterest) allocations ............................................................| 8763 (25) | M.9.c.
</TABLE>
____________
*Describe on Schedule RI-E--Explanations.
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RI-3
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RI-A--Changes in Equity Capital
Indicate decreases and losses in parentheses. _________
| I483 |
_____________________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
______________________________________________________________________________________________________|____________________|
<S> <C> <C>
1. Total equity capital originally reported in the December 31, 1994, Reports of Condition | ////////////////// |
and Income ...................................................................................... | 3215 1,236,358 | 1.
2. Equity capital adjustments from amended Reports of Income, net* ................................. | 3216 0 | 2.
3. Amended balance end of previous calendar year (sum of items 1 and 2) ............................ | 3217 1,236,358 | 3.
4. Net income (loss) (must equal Schedule RI, item 12) ............................................. | 4340 70,328 | 4.
5. Sale, conversion, acquisition, or retirement of capital stock, net .............................. | 4346 125,000 | 5.
6. Changes incident to business combinations, net .................................................. | 4356 0 | 6.
7. LESS: Cash dividends declared on preferred stock ................................................ | 4470 0 | 7.
8. LESS: Cash dividends declared on common stock ................................................... | 4460 5,487 | 8.
9. Cumulative effect of changes in accounting principles from prior years* (see instructions | ////////////////// |
for this schedule) .............................................................................. | 4411 0 | 9.
10. Corrections of material accounting errors from prior years* (see instructions for this schedule) | 4412 0 | 10.
11. Change in net unrealized holding gains (losses) on available-for-sale securities ................ | 8433 20,605 | 11.
12. Foreign currency translation adjustments ........................................................ | 4414 0 | 12.
13. Other transactions with parent holding company* (not included in items 5, 7, or 8 above) ........ | 4415 30,000 | 13.
14. Total equity capital end of current period (sum of items 3 through 13) (must equal Schedule RC, | ////////////////// |
item 28) ........................................................................................ | 3210 1,476,804 | 14.
______________________
<FN>
____________
*Describe on Schedule RI-E--Explanations.
</TABLE>
<TABLE>
<CAPTION>
Schedule RI-B--Charge-offs and Recoveries and Changes
in Allowance for Loan and Lease Losses
Part I. Charge-offs and Recoveries on Loans and Leases
Part I excludes charge-offs and recoveries through
the allocated transfer risk reserve.
__________
| I486 |
_________________________________ ________
| (Column A) | (Column B) |
| Charge-offs | Recoveries |
____________________ ____________________
| Calendar year-to-date |
_________________________________________
Dollar Amounts in Thousands | RIAD Bil Mil Thou | RIAD Bil Mil Thou |
______________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
1. Loans secured by real estate: | ////////////////// | ////////////////// |
a. To U.S. addressees (domicile) ......................................... | 4651 39,341 | 4661 7,040 | 1.a.
b. To non-U.S. addressees (domicile) ..................................... | 4652 0 | 4662 0 | 1.b.
2. Loans to depository institutions and acceptances of other banks: | ////////////////// | ////////////////// |
a. To U.S. banks and other U.S. depository institutions .................. | 4653 0 | 4663 0 | 2.a.
b. To foreign banks ...................................................... | 4654 0 | 4664 0 | 2.b.
3. Loans to finance agricultural production and other loans to farmers ...... | 4655 12 | 4665 0 | 3.
4. Commercial and industrial loans: | ////////////////// | ////////////////// |
a. To U.S. addressees (domicile) ......................................... | 4645 3,014 | 4617 2,299 | 4.a.
b. To non-U.S. addressees (domicile) ..................................... | 4646 0 | 4618 0 | 4.b.
5. Loans to individuals for household, family, and other personal | ////////////////// | ////////////////// |
expenditures: | ////////////////// | ////////////////// |
a. Credit cards and related plans ........................................ | 4656 312 | 4666 234 | 5.a.
b. Other (includes single payment, installment, and all student loans) ... | 4657 1,669 | 4667 1,194 | 5.b.
6. Loans to foreign governments and official institutions ................... | 4643 0 | 4627 0 | 6.
7. All other loans .......................................................... | 4644 1,001 | 4628 88 | 7.
8. Lease financing receivables: | ////////////////// | ////////////////// |
a. Of U.S. addressees (domicile) ......................................... | 4658 0 | 4668 0 | 8.a.
b. Of non-U.S. addressees (domicile) ..................................... | 4659 0 | 4669 0 | 8.b.
9. Total (sum of items 1 through 8) ......................................... | 4635 45,349 | 4605 10,855 | 9.
___________________________________________
</TABLE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RI-5
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RI-B--Continued
Part I. Continued
Memoranda
_________________________________ ________
| (Column A) | (Column B) |
| Charge-offs | Recoveries |
____________________ ____________________
| Calendar year-to-date |
_________________________________________
Dollar Amounts in Thousands | RIAD Bil Mil Thou | RIAD Bil Mil Thou |
______________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
1-3. Not applicable | ////////////////// | ////////////////// |
4. Loans to finance commercial real estate, construction, and land | ////////////////// | ////////////////// |
development activities (not secured by real estate) included in | ////////////////// | ////////////////// |
Schedule RI-B, part I, items 4 and 7, above .............................. | 5409 1,648 | 5410 256 | M.4.
5. Loans secured by real estate in domestic offices (included in | ////////////////// | ////////////////// |
Schedule RI-B, part I, item1, above): | ////////////////// | ////////////////// |
a. Construction and land development ..................................... | 3582 4,129 | 3583 685 | M.5.a.
b. Secured by farmLand ................................................... | 3584 65 | 3585 0 | M.5.b.
______________________
c. Secured by 1-4 family residential properties: | ////////////////// | ////////////////// |
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
(1) Revolving, open-end loans secured by 1-4 family residential | ////////////////// | ////////////////// |
properties and extended under lines of credit ..................... | 5411 688 | 5412 41 | M.5.c.(1)
<C> <C>
(2) All other loans secured by 1-4 family residential properties ...... | 5413 9,480 | 5414 1,701 | M.5.c.(2)
d. Secured by multifamily (5 or more) residential properties ............. | 3588 3,762 | 3589 933 | M.5.d.
e. Secured by nonfarm nonresidential properties .......................... | 3590 21,217 | 3591 3,680 | M.5.e.
|_________________________________________|
Part II. Changes in Allowance for Loan and Lease Losses
_____________________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
1. Balance originally reported in the December 31, 1994, Reports of Condition and Income ......... | 3124 283,800 | 1.
2. Recoveries (must equal part I, item 9, column B above) ........................................ | 4605 10,855 | 2.
3. LESS: Charge-offs (must equal part I, item 9, column A above) ................................. | 4635 45,349 | 3.
4. Provision for loan and lease losses (must equal Schedule RI, item 4.a)......................... | 4230 5,488 | 4.
5. Adjustments* (see instructions for this schedule) ................................ ............ | 4815 41,743 | 5.
6. Balance end of current period (sum of items 1 through 5) (must equal Schedule RC, | ////////////////// |
item 4.b) ..................................................................................... | 3123 296,497 | 6.
|____________________|
____________
*Describe on Schedule RI-E--Explanations.
Schedule RI-C--Applicable Income Taxes by Taxing Authority
Schedule RI-C is to be reported with the December Report of Income.
| I489 |
____________ ________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Federal ....................................................................................... | 4780 N/A | 1.
2. State and local................................................................................ | 4790 N/A | 2.
3. Foreign ....................................................................................... | 4795 N/A | 3.
4. Total (sum of items 1 through 3) (must equal sum of Schedule RI, items 9 and 11.b) ............ | 4770 N/A | 4.
____________________________
5. Deferred portion of item 4 ........................................ | RIAD 4772 | N/A | ////////////////// | 5.
__________________________________________________
</TABLE>
7
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RI-6
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RI-D--Income from International Operations
For all banks with foreign offices, Edge or Agreement subsidiaries, or IBFs where international operations
account for more than 10 percent of total revenues, total assets, or net income.
Part I. Estimated Income from International Operations
__________
| I492 |
______ ________
| Year-to-date |
______ ______________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
_________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Interest income and expense booked at foreign offices, Edge and Agreement subsidiaries, | ////////////////// |
and IBFs: | ////////////////// |
a. Interest income booked ................................................................... | 4837 N/A | 1.a.
b. Interest expense booked .................................................................. | 4838 N/A | 1.b.
c. Net interest income booked at foreign offices, Edge and Agreement subsidiaries, and IBFs | ////////////////// |
(item 1.a minus 1.b) ..................................................................... | 4839 N/A | 1.c.
2. Adjustments for booking location of international operations: | ////////////////// |
a. Net interest income attributable to international operations booked at domestic offices .. | 4840 N/A | 2.a.
b. Net interest income attributable to domestic business booked at foreign offices .......... | 4841 N/A | 2.b.
c. Net booking location adjustment (item 2.a minus 2.b) ..................................... | 4842 N/A | 2.c.
3. Noninterest income and expense attributable to international operations: | ////////////////// |
a. Noninterest income attributable to international operations .............................. | 4097 N/A | 3.a.
b. Provision for loan and lease losses attributable to international operations ............. | 4235 N/A | 3.b.
c. Other noninterest expense attributable to international operations ....................... | 4239 N/A | 3.c.
d. Net noninterest income (expense) attributable to international operations (item 3.a | ////////////////// |
minus 3.b and 3.c) ....................................................................... | 4843 N/A | 3.d.
4. Estimated pretax income attributable to international operations before capital allocation | ////////////////// |
adjustment (sum of items 1.c, 2.c, and 3.d) ................................................. | 4844 N/A | 4.
5. Adjustment to pretax income for internal allocations to international operations to reflect | ////////////////// |
the effects of equity capital on overall bank funding costs ................................. | 4845 N/A | 5.
6. Estimated pretax income attributable to international operations after capital allocation | ////////////////// |
adjustment (sum of items 4 and 5) ........................................................... | 4846 N/A | 6.
7. Income taxes attributable to income from international operations as estimated in item 6 .... | 4797 N/A | 7.
8. Estimated net income attributable to international operations (item 6 minus 7) .............. | 4341 N/A | 8.
______________________
<CAPTION>
Memoranda ______________________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
_________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Intracompany interest income included in item 1.a above ..................................... | 4847 N/A | M.1.
2. Intracompany interest expense included in item 1.b above .................................... | 4848 N/A | M.2.
______________________
</TABLE>
<TABLE>
<CAPTION>
Part II. Supplementary Details on Income from International Operations Required
by the Departments of Commerce and Treasury for Purposes of the U.S.
International Accounts and the U.S. National Income and Product Accounts
________________
| Year-to-date |
______ ______________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
_________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Interest income booked at IBFs .............................................................. | 4849 N/A | 1.
2. Interest expense booked at IBFs ............................................................. | 4850 N/A | 2.
3. Noninterest income attributable to international operations booked at domestic offices | ////////////////// |
(excluding IBFs): | ////////////////// |
a. Gains (losses) and extraordinary items ................................................... | 5491 N/A | 3.a.
b. Fees and other noninterest income ........................................................ | 5492 N/A | 3.b.
4. Provision for loan and lease losses attributable to international operations booked at | ////////////////// |
domestic offices (excluding IBFs) ........................................................... | 4852 N/A | 4.
5. Other noninterest expense attributable to international operations booked at domestic offices | ////////////////// |
(excluding IBFs) ............................................................................ | 4853 N/A | 5.
______________________
</TABLE>
8
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RI-7
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RI-E--Explanations
Schedule RI-E is to be completed each quarter on a calendar year-to-date basis.
Detail all adjustments in Schedules RI-A and RI-B, all extraordinary items and other adjustments in Schedule RI, and all
significant items of other noninterest income and other noninterest expense in Schedule RI. (See instructions for details.)
__________
| I495 |
______ ________
| Year-to-date |
______ ______________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. All other noninterest income (from Schedule RI, item 5.f.(2)) | ////////////////// |
Report amounts that exceed 10% of Schedule RI, item 5.f.(2): | ////////////////// |
a. Net gains on other real estate owned ..................................................... | 5415 0 | 1.a.
b. Net gains on sales of loans .............................................................. | 5416 0 | 1.b.
c. Net gains on sales of premises and fixed assets .......................................... | 5417 0 | 1.c.
Itemize and describe the three largest other amounts that exceed 10% of | ////////////////// |
Schedule RI, item 5.f.(2): | ////////////////// |
_____________
d. | TEXT 4461 |______________________________________________________________________________| 4461 24,937 | 1.d.
___________ REIMBURSEMENT FROM AFFILIATES
e. | TEXT 4462 |______________________________________________________________________________| 4462 | 1.e.
___________
f. | TEXT 4463 |______________________________________________________________________________| 4463 | 1.f.
_____________
2. Other noninterest expense (from Schedule RI, item 7.c): | ////////////////// |
a. Amortization expense of intangible assets ................................................ | 4531 10,359 | 2.a.
Report amounts that exceed 10% of Schedule RI, item 7.c: | ////////////////// |
b. Net losses on other real estate owned .................................................... | 5418 0 | 2.b.
c. Net losses on sales of loans ............................................................. | 5419 0 | 2.c.
d. Net losses on sales of premises and fixed assets ......................................... | 5420 0 | 2.d.
Itemize and describe the three largest other amounts that exceed 10% of | ////////////////// |
Schedule RI, item 7.c: | ////////////////// |
_____________
e. | TEXT 4464 |______________________________________________________________________________| 4464 18,426 | 2.e.
___________ SFAS NO.88 BENEFIT ADJUSTMENT
f. | TEXT 4467 |______________________________________________________________________________| 4467 | 2.f.
___________
g. | TEXT 4468 |______________________________________________________________________________| 4468 | 2.g.
_____________
3. Extraordinary items and other adjustments (from Schedule RI, item 11.a) and | ////////////////// |
applicable income tax effect (from Schedule RI, item 11.b) (itemize and describe | ////////////////// |
all extraordinary items and other adjustments): | ////////////////// |
_____________
a. (1) | TEXT 4469 |__________________________________________________________________________| 4469 | 3.a.(1)
_____________
(2) Applicable income tax effect | RIAD 4486 | | ////////////////// | 3.a.(2)
_____________ ____________________________
b. (1) | TEXT 4487 |__________________________________________________________________________| 4487 | 3.b.(1)
_____________
(2) Applicable income tax effect | RIAD 4488 | | ////////////////// | 3.b.(2)
_____________ ____________________________
c. (1) | TEXT 4489 |__________________________________________________________________________| 4489 | 3.c.(1)
_____________
(2) Applicable income tax effect | RIAD 4491 | | ////////////////// | 3.c.(2)
____________________________
4. Equity capital adjustments from amended Reports of Income (from Schedule RI-A, | ////////////////// |
item 2) (itemize and describe all adjustments): | ////////////////// |
_____________
a. | TEXT 4492 |______________________________________________________________________________| 4492 | 4.a.
___________
b. | TEXT 4493 |______________________________________________________________________________| 4493 | 4.b.
_____________
5. Cumulative effect of changes in accounting principles from prior years (from | ////////////////// |
Schedule RI-A, item 9) (itemize and describe all changes in accounting principles): | ////////////////// |
_____________
a. | TEXT 4494 |______________________________________________________________________________| 4494 | 5.a.
___________
b. | TEXT 4495 |______________________________________________________________________________| 4495 | 5.b.
_____________
6. Corrections of material accounting errors from prior years (from Schedule RI-A, | ////////////////// |
item 10) (itemize and describe all corrections): | ////////////////// |
_____________
a. | TEXT 4496 |______________________________________________________________________________| 4496 | 6.a.
___________
b. | TEXT 4497 |______________________________________________________________________________| 4497 | 6.b.
_____________
______________________
</TABLE>
9
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RI-8
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RI-E--Continued
________________
| Year-to-date |
______ ______________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
<S> <C> <C>
7. Other transactions with parent holding company (from Schedule RI-A, item 13) | ////////////////// |
(itemize and describe all such transactions): | ////////////////// |
_____________
a. | TEXT 4498 |______________________________________________________________________________| 4498 30,000 | 7.a.
___________
b. | TEXT 4499 |______________________________________________________________________________| 4499 | 7.b.
_____________
8. Adjustments to allowance for loan and lease losses (from Schedule RI-B, part II, | ////////////////// |
item 5) (itemize and describe all adjustments): | ////////////////// |
_____________
a. | TEXT 4521 | GATEWAY SAVINGS BANK POOLING
|______________________________________________________________________________| 4521 41,743 | 8.a.
_____________
b. | TEXT 4522 |______________________________________________________________________________| 4522 | 8.b.
_____________
____________________
9. Other explanations (the space below is provided for the bank to briefly describe, | I498 | I499 |
______________________
at its option, any other significant items affecting the Report of Income):
___
No comment |X| (RIAD 4769)
___
Other explanations (please type or print clearly):
(TEXT 4769)
</TABLE>
10
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-1
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for March 31, 1995
All schedules are to be reported in thousands of dollars. Unless otherwise indicated,
report the amount outstanding as of the last business day of the quarter.
Schedule RC--Balance Sheet
__________
| C400 |
____________ ________
Dollar Amounts in Thousands | RCFD Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
<S> <C> <C>
ASSETS | ////////////////// |
1. Cash and balances due from depository institutions (from Schedule RC-A): | ////////////////// |
a. Noninterest-bearing balances and currency and coin(1) ................................... | 0081 1,053,571 | 1.a.
b. Interest-bearing balances(2) ............................................................ | 0071 75,024 | 1.b.
2. Securities: | ////////////////// |
a. Held-to-maturity securities (from Schedule RC-B, column A) .............................. | 1754 3,753,542 | 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) ............................ | 1773 915,441 | 2.b.
3. Federal funds sold and securities purchased under agreements to resell in domestic offices | ////////////////// |
of the bank and of its Edge and Agreement subsidiaries, and in IBFs: | ////////////////// |
a. Federal funds sold ...................................................................... | 0276 413,000 | 3.a.
b. Securities purchased under agreements to resell ......................................... | 0277 0 | 3.b.
4. Loans and lease financing receivables: ____________________________| ////////////////// |
a. Loans and leases, net of unearned income (from Schedule RC-C) | RCFD 2122 | 11,518,372 | ////////////////// | 4.a.
b. LESS: Allowance for loan and lease losses ................... | RCFD 3123 | 307,439 | ////////////////// | 4.b.
c. LESS: Allocated transfer risk reserve ....................... | RCFD 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 11,633,788 | 4.d.
5. Assets held in trading accounts ............................................................ | 3545 13,927 | 5.
6. Premises and fixed assets (including capitalized leases) ................................... | 2145 178,855 | 6.
7. Other real estate owned (from Schedule RC-M) ............................................... | 2150 3,444 | 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 16,826 | 9.
10. Intangible assets (from Schedule RC-M) ..................................................... | 2143 306,213 | 10.
11. Other assets (from Schedule RC-F) .......................................................... | 2160 643,700 | 11.
12. Total assets (sum of items 1 through 11) ................................................... | 2170 19,007,331 | 12.
______________________
<FN>
____________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
</TABLE>
11
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-2
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC--Continued
___________________________
Dollar Amounts in Thousands | ///////// Bil Mil Thou |
_______________________________________________________________________________________________ _________________________
<S> <C> <C>
LIABILITIES | /////////////////////// |
13. Deposits: | /////////////////////// |
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) ..... | RCON 2200 10,384,484 | 13.a.
____________________________
(1) Noninterest-bearing(1) ................................ | RCON 6631 2,649,156 | /////////////////////// | 13.a.(1)
(2) Interest-bearing ...................................... | RCON 6636 7,735,328 | /////////////////////// | 13.a.(2)
____________________________
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, | /////////////////////// |
part II) .............................................................................. | RCFN 2200 759,822 | 13.b.
____________________________
(1) Noninterest-bearing ................................... | RCFN 6631 0 | /////////////////////// | 13.b.(1)
(2) Interest-bearing ...................................... | RCFN 6636 759,822 | /////////////////////// | 13.b.(2)
____________________________
14. Federal funds purchased and securities sold under agreements to repurchase in domestic | /////////////////////// |
offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: | /////////////////////// |
a. Federal funds purchased ............................................................... | RCFD 0278 1,615,570 | 14.a.
b. Securities sold under agreements to repurchase ........................................ | RCFD 0279 1,335,543 | 14.b.
15. a. Demand notes issued to the U.S. Treasury .............................................. | RCON 2840 888,508 | 15.a.
b. Trading liabilities ................................................................... | RCFD 3548 0 | 15.b.
16. Other borrowed money: | /////////////////////// |
a. With original maturity of one year or less ............................................ | RCFD 2332 1,948,696 | 16.a.
b. With original maturity of more than one year .......................................... | RCFD 2333 123,716 | 16.b.
17. Mortgage indebtedness and obligations under capitalized leases ........................... | RCFD 2910 9,405 | 17.
18. Bank's liability on acceptances executed and outstanding ................................. | RCFD 2920 16,826 | 18.
19. Subordinated notes and debentures ........................................................ | RCFD 3200 249,680 | 19.
20. Other liabilities (from Schedule RC-G) ................................................... | RCFD 2930 198,277 | 20.
21. Total liabilities (sum of items 13 through 20) ........................................... | RCFD 2948 17,530,527 | 21.
| /////////////////////// |
22. Limited-life preferred stock and related surplus ......................................... | RCFD 3282 0 | 22.
EQUITY CAPITAL | /////////////////////// |
23. Perpetual preferred stock and related surplus ............................................ | RCFD 3838 125,000 | 23.
24. Common stock ............................................................................. | RCFD 3230 19,487 | 24.
25. Surplus (exclude all surplus related to preferred stock).................................. | RCFD 3839 955,984 | 25.
26. a. Undivided profits and capital reserves ................................................ | RCFD 3632 384,719 | 26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities ................ | RCFD 8434 (8,386)| 26.b.
27. Cumulative foreign currency translation adjustments ...................................... | RCFD 3284 0 | 27.
28. Total equity capital (sum of items 23 through 27) ........................................ | RCFD 3210 1,476,804 | 28.
29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21, 22, | /////////////////////// |
and 28) .................................................................................. | RCFD 3300 19,007,331 | 29.
___________________________
</TABLE>
<TABLE>
<CAPTION>
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 Number
most comprehensive level of auditing work performed for the bank by independent external __________________
auditors as of any date during 1994 ............................................................... | RCFD 6724 N/A | M.1.
__________________
<S> <C>
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
</TABLE>
[FN]
____________
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
12
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-3
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
Schedule RC-A--Cash and Balances Due From Depository Institutions
Exclude assets held in trading accounts.
<TABLE>
<CAPTION>
__________
| C405 |
_________________________________ ________
| (Column A) | (Column B) |
| Consolidated | Domestic |
| Bank | Offices |
____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCON Bil Mil Thou |
_____________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
1. Cash items in process of collection, unposted debits, and currency and | ////////////////// | ////////////////// |
coin .................................................................... | 0022 634,840 | ////////////////// | 1.
a. Cash items in process of collection and unposted debits .............. | ////////////////// | 0020 457,890 | 1.a.
b. Currency and coin .................................................... | ////////////////// | 0080 176,950 | 1.b.
2. Balances due from depository institutions in the U.S. ................... | ////////////////// | 0082 391,546 | 2.
a. U.S. branches and agencies of foreign banks (including their IBFs) ... | 0083 0 | ////////////////// | 2.a.
b. Other commercial banks in the U.S. and other depository institutions | ////////////////// | ////////////////// |
in the U.S. (including their IBFs) ................................... | 0085 391,546 | ////////////////// | 2.b.
3. Balances due from banks in foreign countries and foreign central banks .. | ////////////////// | 0070 78,554 | 3.
a. Foreign branches of other U.S. banks ................................. | 0073 0 | ////////////////// | 3.a.
b. Other banks in foreign countries and foreign central banks ........... | 0074 78,554 | ////////////////// | 3.b.
4. Balances due from Federal Reserve Banks ................................. | 0090 23,655 | 0090 23,655 | 4.
5. Total (sum of items 1 through 4) (total of column A must equal | ////////////////// | ////////////////// |
Schedule RC, sum of items 1.a and 1.b) .................................. | 0010 1,128,595 | 0010 1,128,595 | 5.
___________________________________________
</TABLE>
<TABLE>
<CAPTION>
______________________
Memorandum Dollar Amounts in Thousands | RCON Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Noninterest-bearing balances due from commercial banks in the U.S. (included in item 2, | ////////////////// |
column B above) .............................................................................. | 0050 391,552 | M.1.
______________________
</TABLE>
Schedule RC-B--Securities
Exclude assets held in trading accounts.
<TABLE>
<CAPTION>
_______
| C410 |
___________________________________________________________________________ ________
| Held-to-maturity | Available-for-sale |
_________________________________________ _________________________________________
| (Column A) | (Column B) | (Column C) | (Column D) |
| Amortized Cost | Fair Value | Amortized Cost | Fair Value(1) |
____________________ ____________________ ____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
______________________________________ ____________________ ____________________ ____________________ ____________________
<S> <C> <C> <C> <C> <C>
1. U.S. Treasury securities ......... | 0211 1,060,119 | 0213 1,035,855 | 1286 246,790 | 1287 239,575 | 1.
2. U.S. Government agency | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
and corporation obligations | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
(exclude mortgage-backed | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
securities): | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
a. Issued by U.S. Govern- | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
ment agencies(2) .............. | 1289 0 | 1290 0 | 1291 0 | 1293 0 | 2.a.
b. Issued by U.S. | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
Government-sponsored | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
agencies(3) ................... | 1294 0 | 1295 0 | 1297 383,771 | 1298 383,709 | 2.b.
_____________________________________________________________________________________
</TABLE>
[FN]
_____________
(1) Includes equity securities without readily determinable fair values at
historical cost in item 6.c, column D.
(2) Includes Small Business Administration "Guaranteed Loan Pool Certificates,"
U.S. Maritime Administration obligations, and Export-Import Bank
participation certificates.
(3) Includes obligations (other than pass-through securities, CMOs, and REMICs)
issued by the Farm Credit System, the Federal Home Loan Bank System, the
Federal Home Loan Mortgage Corporation, the Federal National Mortgage
Association, the Financing Corporation, Resolution Funding Corporation, the
Student Loan Marketing Association, and the Tennessee Valley Authority.
13
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-5
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-B--Continued
_____________________________________________________________________________________
| Held-to-maturity | Available-for-sale |
_________________________________________ _________________________________________
| (Column A) | (Column B) | (Column C) | (Column D) |
| Amortized Cost | Fair Value | Amortized Cost | Fair Value(1) |
____________________ ____________________ ____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
____________________________________ ____________________ ____________________ ____________________ ____________________
<S> <C> <C> <C> <C>
3. Securities issued by states | ////////////////// |/ //////////////// | ////////////////// | ///////////////// |
and political subdivisions | ////////////////// |////////////////// | ////////////////// | ///////////////// |
in the U.S.: | ////////////////// |////////////////// | ////////////////// | ////////// ////// |
a. General obligations ......... | 1676 0 |1677 0 | 1678 46 | 1679 50 | 3.a.
b. Revenue obligations ......... | 1681 0 |1681 0 | 1690 0 | 1691 0 | 3.b.
and similiar obligations ....... | ////////////////// |////////////////// | ////////////////// | ///////////////// |
4. Mortgage-backed: | 1694 0 |1694 0 | 1696 0 | 1697 0 | 3.c.
securities (MBS): | ////////////////// |////////////////// | ////////////////// | ///////////////// |
a. Pass-through securities: | ////////////////// |////////////////// | ////////////////// | ///////////////// |
(1) Guaranteed by of | ////////////////// |////////////////// | ////////////////// | ///////////////// |
GNMA ....................... | 1698 0 |1699 0 | 1701 930 | 1702 930 | 4.a.(1)
(2) Issued by FNMA | ////////////////// |////////////////// | ////////////////// | ///////////////// |
and FHLMC ................. | 1703 1,586,023 |1705 1,576,955 | 1706 0 | 1707 0 | 4.a.(2)
(3) Other pass-through | ////////////////// |////////////////// | ///////////////////| ///////////////// |
secruities ................. | 1709 11,561 |1710 10,696 | 1711 0 | 1713 0 | 4.a.(3)
b. Other mortgage-backed | ////////////////// |////////////////// | ////////////////// | ///////////////// |
securities (include CMO's, | ////////////////// |////////////////// | ////////////////// | ///////////////// |
REMICs, and stripped | ////////////////// |////////////////// | ////////////////// | ///////////////// |
MBS): | ////////////////// |////////////////// | ////////////////// | ///////////////// |
(1) Issued or guaranteed | ////////////////// |////////////////// | ////////////////// | ///////////////// |
by FNMA, FHLMC, | ////////////////// |////////////////// | ////////////////// | ///////////////// |
or GNMA ............... | 1714 84,833 |1715 85,470 | 1716 0 | 1717 0 | 4.b.(1)
(2) Collateralized | ////////////////// |////////////////// | ////////////////// | ///////////////// |
by MBS issued or | ////////////////// |////////////////// | ////////////////// | ///////////////// |
guaranteed by FNMA | ////////////////// |////////////////// | ////////////////// | ///////////////// |
FHLMC, or GNMA ........ | 1718 0 |1719 0 | 1731 0 | 1732 0 | 4.b.(2)
(3) All other mortgage- | ////////////////// |////////////////// | ////////////////// | //////////////// |
backed securities ..... | 1733 205,273 |1734 204,273 | 1735 145,133 | 1736 139,630 | 4.b.(3)
5. Other debt securities: | ////////////////// |////////////////// | ////////////////// | ///////////////// |
a. Other domestic debt | ////////////////// |////////////////// | ////////////////// | ///////////////// |
securities | 1737 802,833 |1738 798,947 | 1739 30,968 | 1741 30,843 | 5.a.
b. Foreign debt | ////////////////// |////////////////// | ////////////////// | ///////////////// |
securities ................. | 1742 2,900 |1743 2,900 | 1744 0 | 1746 0 | 5.b.
6. Equity securities: | ////////////////// |////////////////// | ////////////////// | ///////////////// |
a. Investments in mutual | ////////////////// |////////////////// | ////////////////// | ///////////////// |
funds ...................... | ////////////////// |////////////////// | 1747 4,074 | 1748 4,074 | 6.a.
b. Other equity securities | ////////////////// |////////////////// | ////////////////// | ///////////////// |
with readily determin- | ////////////////// |////////////////// | ////////////////// | ///////////////// |
able fair values ........... | ////////////////// |////////////////// | 1749 0 | 1751 0 | 6.b.
c. All other equity | ////////////////// |////////////////// | ////////////////// | ///////////////// |
securities (1) ............. | ////////////////// |////////////////// | 1752 116,630 | 1753 116,630 | 6.c.
7. Total (sum of items 1 | ////////////////// |////////////////// | ////////////////// | ///////////////// |
through 6) (total of | ////////////////// |////////////////// | ////////////////// | ///////////////// |
column A must equal | ////////////////// |////////////////// | ////////////////// | ///////////////// |
Schedule RC, item 2.a) | ////////////////// |////////////////// | ////////////////// | ///////////////// |
(total of column D must | ////////////////// |////////////////// | ////////////////// | ///////////////// |
equal Schedule RC, | ////////////////// |////////////////// | ////////////////// | ///////////////// |
item 2.b) ..................... | 1754 3,753,542 | 754 3,753,542 | 1772 915,441| 1773 915,441 | 7.
____________ |__________________________________________________________________________________|
1) Includes equity securities without readily determinable fair values at historical cost in item 6.c, column D.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-5
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-B--Continued
<CAPTION>
___________
Memoranda | C412 |
___________ _________
Dollar Amounts in Thousands | RCFD Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Pledged securities(2) ......................................................................... | 0416 2,968,391 | M.1.
2. Maturity and repricing data for debt securities(2)(3)(4) (excluding those in nonaccrual status):| ////////////////// |
a. Fixed rate debt securities with a remaining maturity of: | ////////////////// |
(1) Three months or less ................................................................... | 0343 384,356 | M.2.a.(1)
(2) Over three months through 12 months .................................................... | 0344 319,658 | M.2.a.(2)
(3) Over one year through five years ....................................................... | 0345 2,770,957 | M.2.a.(3)
(4) Over five years ........................................................................ | 0346 924,938 | M.2.a.(4)
(5) Total fixed rate debt securities (sum of Memorandum items 2.a.(1) through 2.a.(4)) ..... | 0347 4,399,909 | M.2.a.(5)
b. Floating rate debt securities with a repricing frequency of: | ////////////////// |
(1) Quarterly or more frequently ........................................................... | 4544 0 | M.2.b.(1)
(2) Annually or more frequently, but less frequently than quarterly ........................ | 4545 148,370 | M.2.b.(2)
(3) Every five years or more frequently, but less frequently than annually ................. | 4551 0 | M.2.b.(3)
(4) Less frequently than every five years .................................................. | 4552 0 | M.2.b.(4)
(5) Total floating rate debt securities (sum of Memorandum items 2.b.(1) through 2.b.(4)) .. | 4553 148,370 | M.2.b.(5)
c. Total debt securities (sum of Memorandum items 2.a.(5) and 2.b.(5)) (must equal total debt | ////////////////// |
securities from Schedule RC-B, sum of items 1 through 5, columns A and D, minus nonaccrual | ////////////////// |
debt securities included in Schedule RC-N, item 9, column C) ............................... | 0393 4,548,279 | M.2.c.
3. Not applicable | ////////////////// |
4. Held-to-maturity debt securities restructured and in compliance with modified terms (included | ////////////////// |
in Schedule RC-B, items 3 through 5, column A, above) ......................................... | 5365 0 | M.4.
5. Not applicable | ////////////////// |
6. Floating rate debt securities with a remaining maturity of one year or less(2) (included in | ////////////////// |
Memorandum item 2.b.(5) above) ................................................................ | 5519 0 | M.6.
7. Amortized cost of held-to-maturity securities sold or transferred to available-for-sale or | ////////////////// |
trading securities during the calendar year-to-date ........................................... | 1778 0 | M.7.
8. High-Risk mortgage securities (included in the held-to-maturity and available-for-sale | ////////////////// |
accounts in Schedule RC-B, item 4.b): | ////////////////// |
a. Amortized cost ............................................................................. | 8780 0 | M.8.a.
b. Fair Value ................................................................................. | 8781 0 | M.8.b.
9. Structured notes (included in the held-to-maturity and available-for-sale accounts in | ////////////////// |
Schedule RC-B, items.2, 3, and 5): | ////////////////// |
a. Amortized cost ............................................................................. | 8782 0 | M.9.a.
b. Fair Value ................................................................................. | 8783 0 | M.9.b.
----------------------
____________
(2) Includes helt-to-maturity securities at amortized cost and available-for-sale securities at fair value.
(3) Exclude equity securities, e.g., investments in mutual funds, Federal Reserve stock, common stock, and preferred stock.
(4) Memorandum item 2 is not applicable to savings banks that must complete supplemental Schedule RC-J.
15
</TABLE>
<PAGE>
City, State Zip: HARTFORD, CT 06115
<TABLE>
<CAPTION>
Schedule RC-C--Loans and Lease Financing Receivables
Part I. Loans and Leases
Do not deduct the allowance for loan and lease losses from amounts __________
reported in this schedule. Report total loans and leases, net of unearned _________________________________| C415 |
income. Exclude assets held in trading accounts. | (Column A) | (Column B) |
| Consolidated | Domestic |
| Bank | Offices |
____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCON Bil Mil Thou |
____________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
1. Loans secured by real estate .......................................... | 1410 4,795,510 | ////////////////// | 1.
a. Construction and land development .................................. | ////////////////// | 1415 68,831 | 1.a.
b. Secured by farmland (including farm residential and other | ////////////////// | ////////////////// |
improvements) ...................................................... | ////////////////// | 1420 754 | 1.b.
c. Secured by 1-4 family residential properties: | ////////////////// | ////////////////// |
(1) Revolving, open-end loans secured by 1-4 family residential | ////////////////// | ////////////////// |
properties and extended under lines of credit .................. | ////////////////// | 1797 369,503 | 1.c.(1)
(2) All other loans secured by 1-4 family residential properties: | ////////////////// | ////////////////// |
(a) Secured by first liens ..................................... | ////////////////// | 5367 2,928,514 | 1.c.(2)(a)
(b) Secured by junior liens .................................... | ////////////////// | 5368 220,057 | 1.c.(2)(b)
d. Secured by multifamily (5 or more) residential properties .......... | ////////////////// | 1460 85,781 | 1.d.
e. Secured by nonfarm nonresidential properties ....................... | ////////////////// | 1480 1,122,070 | 1.e.
2. Loans to depository institutions: | ////////////////// | ////////////////// |
a. To commercial banks in the U.S. .................................... | ////////////////// | 1505 5,763 | 2.a.
(1) To U.S. branches and agencies of foreign banks ................. | 1506 0 | ////////////////// | 2.a.(1)
(2) To other commercial banks in the U.S. .......................... | 1507 5,763 | ////////////////// | 2.a.(2)
b. To other depository institutions in the U.S. ....................... | 1517 0 | 1517 0 | 2.b.
c. To banks in foreign countries ...................................... | ////////////////// | 1510 0 | 2.c.
(1) To foreign branches of other U.S. banks ........................ | 1513 0 | ////////////////// | 2.c.(1)
(2) To other banks in foreign countries ............................ | 1516 0 | ////////////////// | 2.c.(2)
3. Loans to finance agricultural production and other loans to farmers ... | 1590 3,119 | 1590 3,119 | 3.
4. Commercial and industrial loans: | ////////////////// | ////////////////// |
a. To U.S. addressees (domicile) ...................................... | 1763 5,535,047 | 1763 5,535,047 | 4.a.
b. To non-U.S. addressees (domicile) .................................. | 1764 0 | 1764 0 | 4.b.
5. Acceptances of other banks: | ////////////////// | ////////////////// |
a. Of U.S. banks ...................................................... | 1756 1,010 | 1756 1,010 | 5.a.
b. Of foreign banks ................................................... | 1757 0 | 1757 0 | 5.b.
6. Loans to individuals for household, family, and other personal | ////////////////// | ////////////////// |
expenditures (i.e., consumer loans) (includes purchased paper) ........ | ////////////////// | 1975 569,080 | 6.
a. Credit cards and related plans (includes check credit and other | ////////////////// | ////////////////// |
revolving credit plans) ............................................ | 2008 27,363 | ////////////////// | 6.a.
b. Other (includes single payment, installment, and all student loans) | 2011 541,717 | ////////////////// | 6.b.
7. Loans to foreign governments and official institutions (including | ////////////////// | ////////////////// |
foreign central banks) ................................................ | 2081 0 | 2081 0 | 7.
8. Obligations (other than securities and leases) of states and political | ////////////////// | ////////////////// |
subdivisions in the U.S. (includes nonrated industrial development | ////////////////// | ////////////////// |
obligations) .......................................................... | 2107 39,625 | 2107 39,625 | 8.
9. Other loans ........................................................... | 1563 989,376 | ////////////////// | 9.
a. Loans for purchasing or carrying securities (secured and unsecured) | ////////////////// | 1545 145,917 | 9.a.
b. All other loans (exclude consumer loans) ........................... | ////////////////// | 1564 843,459 | 9.b.
10. Lease financing receivables (net of unearned income) .................. | ////////////////// | 2165 9,844 | 10.
a. Of U.S. addressees (domicile) ...................................... | 2182 9,844 | ////////////////// | 10.a.
b. Of non-U.S. addressees (domicile) .................................. | 2183 0 | ////////////////// | 10.b.
11. LESS: Any unearned income on loans reflected in items 1-9 above ....... | 2123 18,089 | 2123 18,089 | 11.
12. Total loans and leases, net of unearned income (sum of items 1 through | ////////////////// | ////////////////// |
10 minus item 11) (total of column A must equal Schedule RC, item 4.a) | 2122 11,930,285 | 2122 11,930,285 | 12.
___________________________________________
</TABLE>
16
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-7
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-C--Continued
Part I. Continued
___________________________________________
| (Column A) | (Column B) |
| Consolidated | Domestic |
Memoranda | Bank | Offices |
____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCON Bil Mil Thou |
_____________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
1. Commercial paper included in Schedule RC-C, part I, above .............. | 1496 0 | 1496 0 | M.1.
2. Loans and leases restructured and in compliance with modified terms | ////////////////// | ////////////////// |
(included in Schedule RC-C, part I, above and not reported as past due | ////////////////// | ////////////////// |
or nonaccrual in Schedule RC-N, Memorandum item 1): | ////////////////// | ////////////////// |
a. Loans secured by real estate: | ////////////////// | ////////////////// |
(1) To U.S. addressees (domicile) ................................... | 1687 15,746 | M.2.a.(1)
(2) To non-U.S. addressees (domicile) ............................... | 1689 0 | M.2.a.(2)
b. All other loans and all lease financing receivables (exclude loans | ////////////////// |
to individuals for household, family, and other personal expenditures)| 8691 4 | M.2.b.
c. Commercial and industrial to and lease financing receivables | ////////////////// |
of non-U.S. addressees (domicile) included in Memorandum item 2.b | ////////////////// |
above ............................................................... | 8692 0 | M.2.c.
3. Maturity and repricing data for loans and leases(1) (excluding those | ////////////////// |
in nonaccrual status): | ////////////////// |
a. Fixed rate loans and leases with a remaining maturity of: | ////////////////// |
(1) Three months or less ............................................ | 0348 362,696 | M.3.a.(1)
(2) Over three months through 12 months ............................. | 0349 87,750 | M.3.a.(2)
(3) Over one year through five years ................................ | 0356 908,883 | M.3.a.(3)
(4) Over five years ................................................. | 0357 2,051,158 | M.3.a.(4)
(5) Total fixed rate loans and leases (sum of | ////////////////// |
Memorandum items 3.a.(1) through 3.a.(4)) ....................... | 0358 3,410,487 | M.3.a.(5)
b. Floating rate loans with a repricing frequency of: | ////////////////// |
(1) Quarterly or more frequently .................................... | 4554 4,594,452 | M.3.b.(1)
(2) Annually or more frequently, but less frequently than quarterly . | 4555 722,750 | M.3.b.(2)
(3) Every five years or more frequently, but less frequently than | ////////////////// |
annually ........................................................ | 4561 3,033,940 | M.3.b.(3)
(4) Less frequently than every five years ........................... | 4564 72,399 | M.3.b.(4)
(5) Total floating rate loans (sum of Memorandum items 3.b.(1) | ////////////////// |
through 3.b.(4)) ................................................ | 4567 8,423,541 | M.3.b.(5)
c. Total loans and leases (sum of Memorandum items 3.a.(5) and 3.b.(5)) | ////////////////// |
(must equal the sum of total loans and leases, net, from | ////////////////// |
Schedule RC-C, part I, item 12, plus unearned income from | ////////////////// |
Schedule RC-C, part I, item 11, minus total nonaccrual loans and | ////////////////// |
leases from Schedule RC-N, sum of items 1 through 8, column C) ...... | 1479 11,834,028 | M.3.c.
4. Loans to finance commercial real estate, construction, and land | ////////////////// |
development activities (not secured by real estate) included in | ////////////////// |
Schedule RC-C, part I, items 4 and 9, column A, page RC-6(2) ........... | 2746 59,824 | M.4.
5. Loans and leases held for sale (included in Schedule RC-C, part I, above)| 5369 123,148 | M.5.
6. Adjustable rate closed-end loans secured by first liens on 1-4 family | ////////////////// |_____________________
residential properties (included in Schedule RC-C, part I, item | ////////////////// | RCON Bil Mil Thou |
____________________
1.c.(2)(a), column B, page RC-6) ....................................... | ////////////////// | 5370 1,172,504 | M.6.
___________________________________________
<FN>
_____________
(1) Memorandum item 3 is not applicable to savings banks that must complete supplemental Schedule RC-J.
(2) Exclude loans secured by real estate that are included in Schedule RC-C, part I, item 1, column A.
</TABLE>
17
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-8
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-D--Trading Assets and Liabilities
Schedule RC-D is to be completed only by banks with $1 billion or more in total assets or with $2 billion or more in par/notional
amount of interest rate, foreign exchange rate, and other commodity and equity contracts (as reported in Schedule RC-L, items 11,
12, and 13).
__________
| C420 |
_________________ ________
Dollar Amounts in Thousands | ///////// Bil Mil Thou |
__________________________________________________________________________________________________ _________________________
<S> <C> <C>
ASSETS | /////////////////////// |
1. U.S. Treasury securities in domestic offices ................................................ | RCON 3531 0 | 1.
2. U.S. Government agency and corporation obligations in domestic offices (exclude mortgage- | /////////////////////// |
backed securities) .......................................................................... | RCON 3532 0 | 2.
3. Securities issued by states and political subdivisions in the U.S. in domestic offices ...... | RCON 3533 0 | 3.
4. Mortgage-backed securities in domestic offices: | /////////////////////// |
a. Pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA ..................... | RCON 3534 0 | 4.a.
b. CMOs and REMICs issued by FNMA or FHLMC .................................................. | RCON 3535 0 | 4.b.
c. All other mortgage-backed securities issued or guaranteed by FNMA, FHLMC, or GNMA .........| RCON 3536 0 | 4.c.
5. Other debt securities in domestic offices ................................................... | RCON 3537 0 | 5.
6. Certificates of deposit in domestic offices ................................................. | RCON 3538 0 | 6.
7. Commercial paper in domestic offices ........................................................ | RCON 3539 0 | 7.
8. Bankers acceptances in domestic offices ..................................................... | RCON 3540 0 | 8.
9. Other trading assets in domestic offices .................................................... | RCON 3541 0 | 9.
10. Trading assets in foreign offices ........................................................... | RCFN 3542 0 | 10.
11. Revaluation gains on interest rate, foreign exchange rate, and other commodity and equity | /////////////////////// |
contracts: | /////////////////////// |
a. In domestic offices ...................................................................... | RCON 3543 13,927 | 11.a.
b. In foreign offices ....................................................................... | RCFN 3544 0 | 11.b.
12. Total trading assets (sum of items 1 through 11) (must equal Schedule RC, item 5) ........... | RCFD 3545 13,927 | 12.
<CAPTION>
___________________________
___________________________
| ///////// Bil Mil Thou |
LIABILITIES _________________________
<S> <C> <C>
13. Liability for short positions ............................................................... | RCFD 3546 0 | 13.
14. Revaluation losses on interest rate, foreign exchange rate, and other commodity and equity | /////////////////////// |
contracts ................................................................................... | RCFD 3547 0 | 14.
15. Total trading liabilities (sum of items 13 and 14) (must equal Schedule RC, item 15.b) ...... | RCFD 3548 0 | 15.
___________________________
</TABLE>
18
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-9
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-E--Deposit Liabilities
Part I. Deposits in Domestic Offices
__________
| C425 |
______________________________________________________ ________
| | Nontransaction |
| Transaction Accounts | Accounts |
_________________________________________ ____________________
| (Column A) | (Column B) | (Column C) |
| Total transaction | Memo: Total | Total |
| accounts (including| demand deposits | nontransaction |
| total demand | (included in | accounts |
| deposits) | column A) | (including MMDAs) |
____________________ ____________________ ____________________
Dollar Amounts in Thousands | RCON Bil Mil Thou | RCON Bil Mil Thou | RCON Bil Mil Thou |
__________________________________________________________ ____________________ ____________________ ____________________
<S> <C> <C> <C> <C>
Deposits of: | ////////////////// | ////////////////// | ////////////////// |
1. Individuals, partnerships, and corporations .......... | 2201 2,207,597 | 2240 2,199,509 | 2346 6,512,989 | 1.
2. U.S. Government ...................................... | 2202 32,535 | 2280 32,256 | 2520 119 | 2.
3. States and political subdivisions in the U.S. ........ | 2203 159,211 | 2290 127,434 | 2530 181,576 | 3.
4. Commercial banks in the U.S. ......................... | 2206 152,459 | 2310 152,459 | ////////////////// | 4.
a. U.S. branches and agencies of foreign banks ....... | ////////////////// | ////////////////// | 2347 0 | 4.a.
b. Other commercial banks in the U.S. ................ | ////////////////// | ////////////////// | 2348 500 | 4.b.
5. Other depository institutions in the U.S. ............ | 2207 79,436 | 2312 79,436 | 2349 0 | 5.
6. Banks in foreign countries ........................... | 2213 527 | 2320 527 | ////////////////// | 6.
a. Foreign branches of other U.S. banks .............. | ////////////////// | ////////////////// | 2367 0 | 6.a.
b. Other banks in foreign countries .................. | ////////////////// | ////////////////// | 2373 0 | 6.b.
7. Foreign governments and official institutions | ////////////////// | ////////////////// | ////////////////// |
(including foreign central banks) .................... | 2216 1,112 | 2300 1,112 | 2377 0 | 7.
8. Certified and official checks ........................ | 2330 56,423 | 2330 56,423 | ////////////////// | 8.
9. Total (sum of items 1 through 8) (sum of | ////////////////// | ////////////////// | ////////////////// |
columns A and C must equal Schedule RC, | ////////////////// | ////////////////// | ////////////////// |
item 13.a) ........................................... | 2215 3,689,300 | 2210 2,649,156 | 2385 6,695,184 | 9.
________________________________________________________________
</TABLE>
<TABLE>
<CAPTION>
______________________
Memoranda Dollar Amounts in Thousands | RCON Bil Mil Thou |
____________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Selected components of total deposits (i.e., sum of item 9, columns A and C): | ////////////////// |
a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts ......................... | 6835 908,059 | M.1.a.
b. Total brokered deposits ..................................................................... | 2365 1,230,387 | M.1.b.
c. Fully insured brokered deposits (included in Memorandum item 1.b above): | ////////////////// |
(1) Issued in denominations of less than $100,000 ........................................... | 2343 96 | M.1.c.(1)
(2) Issued either in denominations of $100,000 or in denominations greater than $100,000 | ////////////////// |
and participated out by the broker in shares of $100,000 or less ........................ | 2344 1,230,291 | M.1.c.(2)
d. Total deposits denominated in foreign currencies ............................................ | 3776 0 | M.1.d.
e. Preferred deposits (uninsured deposits of states and political subdivisions in the U.S. | ////////////////// |
reported in item 3 above which are secured or collateralized as required under state law) ... | 5590 263,203 | M.1.e.
2. Components of total nontransaction accounts (sum of Memoranda items 2.a through 2.d must | ////////////////// |
equal item 9, column C above): | ////////////////// |
a. Savings deposits: | ////////////////// |
(1) Money market deposit accounts (MMDAs) ................................................... | 6810 706,051 | M.2.a.(1)
(2) Other savings deposits (excludes MMDAs) ................................................. | 0352 1,997,312 | M.2.a.(2)
b. Total time deposits of less than $100,000 ................................................... | 6648 2,409,739 | M.2.b.
c. Time certificates of deposit of $100,000 or more ............................................ | 6645 1,582,082 | M.2.c.
d. Open-account time deposits of $100,000 or more .............................................. | 6646 0 | M.2.d.
3. All NOW accounts (included in column A above) .................................................. | 2398 1,040,142 | M.3.
______________________
</TABLE>
19
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-10
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-E--Continued
Part I. Continued
Memoranda (continued)
_________________________________________________________________________________________________________________________________
| Deposit Totals for FDIC Insurance Assessments(1) ______________________ |
| Dollar Amounts in Thousands | RCON Bil Mil Thou | |
__________________________________________________________________________________________________ ____________________
<S> <C> <C>
| 4. Total deposits in domestic offices (sum of item 9, column A and item 9, column C) |/////////////////// | |
| (must equal Schedule RC, item 13.a) ......................................................... | 2200 10,384,484 | M.4. |
| | ////////////////// | |
| a. Total demand deposits (must equal item 9, column B) ...................................... | 2210 2,649,156 | M.4.a.|
| b. Total time and savings deposits(2) (must equal item 9, column A plus item 9, column C | ////////////////// | |
| minus item 9, column B) .................................................................. | 2350 7,735,328 | M.4.b.|
______________________
<FN>
| ____________ |
| (1) An amended Certified Statement should be submitted to the FDIC if the deposit totals reported in this item are amended |
| after the semiannual Certified Statement originally covering this report date has been filed with the FDIC. |
_________________________________________________________________________________________________________________________________
</TABLE>
<TABLE>
<CAPTION>
______________________
Dollar Amounts in Thousands | RCON Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
<S> <C> <C>
5. Time deposits of less than $100,000 and open-account time deposits of $100,000 or more | ////////////////// |
(included in Memorandum items 2.b and 2.d above) with a remaining maturity or repricing | ////////////////// |
frequency of:(1) | ////////////////// |
a. Three months or less ....................................................................... | 0359 309,908 | M.5.a.
b. Over three months through 12 months (but not over 12 months) ............................... | 3644 781,265 | M.5.b.
6. Maturity and repricing data for time certificates of deposit of $100,000 or more:(1) | ////////////////// |
a. Fixed rate time certificates of deposit of $100,000 or more with a remaining maturity of: | ////////////////// |
(1) Three months or less ................................................................... | 2761 243,122 | M.6.a.(1)
(2) Over three months through 12 months .................................................... | 2762 407,355 | M.6.a.(2)
(3) Over one year through five years ....................................................... | 2763 928,183 | M.6.a.(3)
(4) Over five years ........................................................................ | 2765 3,422 | M.6.a.(4)
(5) Total fixed rate time certificates of deposit of $100,000 or more (sum of | ////////////////// |
Memorandum items 6.a.(1) through 6.a.(4)) .............................................. | 2767 1,582,082 | M.6.a.(5)
b. Floating rate time certificates of deposit of $100,000 or more with a repricing frequency of:| ////////////////// |
(1) Quarterly or more frequently ........................................................... | 4568 0 | M.6.b.(1)
(2) Annually or more frequently, but less frequently than quarterly ........................ | 4569 0 | M.6.b.(2)
(3) Every five years or more frequently, but less frequently than annually ................. | 4571 0 | M.6.b.(3)
(4) Less frequently than every five years .................................................. | 4572 0 | M.6.b.(4)
(5) Total floating rate time certificates of deposit of $100,000 or more (sum of | ////////////////// |
Memorandum items 6.b.(1) through 6.b.(4)) .............................................. | 4573 0 | M.6.b.(5)
c. Total time certificates of deposit of $100,000 or more (sum of Memorandum items 6.a.(5) | ////////////////// |
and 6.b.(5)) (must equal Memorandum item 2.c. above) ....................................... | 6645 1,582,082 | M.6.c.
______________________
<FN>
_____________
(1) Memorandum items 5 and 6 are not applicable to savings banks that must complete supplemental Schedule RC-J.
</TABLE>
20
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-11
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-E--Continued
Part II. Deposits in Foreign Offices (including Edge and
Agreement subsidiaries and IBFs)
______________________
Dollar Amounts in Thousands | RCFN Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
<S> <C> <C>
Deposits of: | ////////////////// |
1. Individuals, partnerships, and corporations ................................................... | 2621 690,322 | 1.
2. U.S. banks (including IBFs and foreign branches of U.S. banks) ................................ | 2623 69,500 | 2.
3. Foreign banks (including U.S. branches and | ////////////////// |
agencies of foreign banks, including their IBFs) .............................................. | 2625 0 | 3.
4. Foreign governments and official institutions (including foreign central banks) ............... | 2650 0 | 4.
5. Certified and official checks ................................................................. | 2330 0 | 5.
6. All other deposits ............................................................................ | 2668 0 | 6.
7. Total (sum of items 1 through 6) (must equal Schedule RC, item 13.b) .......................... | 2200 759,822 | 7.
______________________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-F--Other Assets
__________
| C430 |
_________________ ________
Dollar Amounts in Thousands | ////////// Bil Mil Thou |
__________________________________________________________________________________________________ _________________________
<S> <C> <C>
1. Income earned, not collected on loans ........................................................ | RCFD 2164 55,883 | 1.
2. Net deferred tax assets(1) ................................................................... | RCFD 2148 70,799 | 2.
3. Excess residential mortgage servicing fees receivable ........................................ | RCFD 5371 18,461 | 3.
4. Other (itemize amounts that exceed 25% of this item) ......................................... | RCFD 2168 498,557 | 4.
_____________ ___________________________
a. | TEXT 3549 |____________________________________________________| RCFD 3549 | | /////////////////////// | 4.a.
___________
b. | TEXT 3550 |____________________________________________________| RCFD 3550 | | /////////////////////// | 4.b.
___________
c. | TEXT 3551 |____________________________________________________| RCFD 3551 | | /////////////////////// | 4.c.
_____________
___________________________
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 11) ........................... | RCFD 2160 643,700 | 5.
___________________________
<CAPTION>
Memorandum ___________________________
Dollar Amounts in Thousands | ////////// Bil Mil Thou |
__________________________________________________________________________________________________ _________________________
<S> <C> <C>
1. Deferred tax assets disallowed for regulatory capital purposes ............................... | RCFD 5610 0 | M.1.
___________________________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-G--Other Liabilities
__________
| C435 |
_________________ ________
Dollar Amounts in Thousands | ////////// Bil Mil Thou |
__________________________________________________________________________________________________ _________________________
<S> <C> <C>
1. a. Interest accrued and unpaid on deposits in domestic offices(2) ............................ | RCON 3645 34,655 | 1.a.
b. Other expenses accrued and unpaid (includes accrued income taxes payable) ................. | RCFD 3646 134,896 | 1.b.
2. Net deferred tax liabilities(1) .............................................................. | RCFD 3049 0 | 2.
3. Minority interest in consolidated subsidiaries ............................................... | RCFD 3000 0 | 3.
4. Other (itemize amounts that exceed 25% of this item) ......................................... | RCFD 2938 28,726 | 4.
_____________ ___________________________
a. | TEXT 3552 |____________________________________________________| RCFD 3552 | 445,000 | /////////////////////// | 4.a.
___________
b. | TEXT 3553 |____________________________________________________| RCFD 3553 | | /////////////////////// | 4.b.
___________
c. | TEXT 3554 |____________________________________________________| RCFD 3554 | | /////////////////////// | 4.c.
_____________
___________________________
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20) ........................... | RCFD 2930 198,277 | 5.
___________________________
<FN>
____________
(1) See discussion of deferred income taxes in Glossary entry on "income taxes."
(2) For savings banks, include "dividends" accrued and unpaid on deposits.
</TABLE>
21
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-12
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-H--Selected Balance Sheet Items for Domestic Offices
__________
| C440 |
____________ ________
| Domestic Offices |
____________________
Dollar Amounts in Thousands | RCON Bil Mil Thou |
_____________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Customers' liability to this bank on acceptances outstanding .................................... | 2155 16,826 | 1.
2. Bank's liability on acceptances executed and outstanding ........................................ | 2920 16,826 | 2.
3. Federal funds sold and securities purchased under agreements to resell .......................... | 1350 413,000 | 3.
4. Federal funds purchased and securities sold under agreements to repurchase ...................... | 2800 2,951,113 | 4.
5. Other borrowed money ............................................................................ | 3190 2,072,412 | 5.
EITHER | ////////////////// |
6. Net due from own foreign offices, Edge and Agreement subsidiaries, and IBFs ..................... | 2163 N/A | 6.
OR | ////////////////// |
7. Net due to own foreign offices, Edge and Agreement subsidiaries, and IBFs ....................... | 2941 684,822 | 7.
8. Total assets (excludes net due from foreign offices, Edge and Agreement subsidiaries, and IBFs) . | 2192 18,932,331 | 8.
9. Total liabilities (excludes net due to foreign offices, Edge and Agreement subsidiaries, and IBFs)| 3129 16,770,705 | 9.
______________________
</TABLE>
<TABLE>
<CAPTION>
Items 10-17 include held-to-maturity and available-for-sale securities in domestic offices. ______________________
| RCON Bil Mil Thou |
____________________
<S> <C> <C>
10. U.S. Treasury securities ....................................................................... | 1779 1,299,694 | 10.
11. U.S. Government agency and corporation obligations (exclude mortgage-backed | ////////////////// |
securities) .................................................................................... | 1785 383,709 | 11.
12. Securities issued by states and political subdivisions in the U.S. ............................. | 1786 50 | 12.
13. Mortgage-backed securities: | ////////////////// |
a. Pass-through securities: | ////////////////// |
(1) Issued or guaranteed by FNMA, FHLMC, or GNMA ............................................ | 1787 1,586,953 | 13.a.(1)
(2) Privately-issued ........................................................................ | 1869 11,561 | 13.a.(2)
b. CMOs and REMICs: | ////////////////// |
(1) Issued by FNMA and FHLMC ................................................................ | 1877 84,833 | 13.b.(1)
(2) Privately-issued ........................................................................ | 2253 344,903 | 13.b.(2)
14. Other domestic debt securities ................................................................. | 3159 833,676 | 14.
15. Foreign debt securities ........................................................................ | 3160 2,900 | 15.
16. Equity securities: | ////////////////// |
a. Investments in mutual funds ................................................................. | 3161 4,074 | 16.a.
b. Other equity securities with readily determinable fair values ............................... | 3162 0 | 16.b.
c. All other equity securities ................................................................. | 3169 116,630 | 16.c.
17. Total held-to-maturity and available-for-sale securities (sum of items 10 through 16) .......... | 3170 4,668,983 | 17.
______________________
</TABLE>
<TABLE>
<CAPTION>
Memorandum (to be completed only by banks with IBFs and other "foreign" offices)
______________________
Dollar Amounts in Thousands | RCON Bil Mil Thou |
_____________________________________________________________________________________________________ ____________________
<S> <C> <C>
EITHER | ////////////////// |
1. Net due from the IBF of the domestic offices of the reporting bank .............................. | 3051 N/A | M.1.
OR | ////////////////// |
2. Net due to the IBF of the domestic offices of the reporting bank ................................ | 3059 N/A | M.2.
______________________
</TABLE>
22
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-13
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-I--Selected Assets and Liabilities of IBFs
To be completed only by banks with IBFs and other "foreign" offices. __________
| C445 |
____________ ________
Dollar Amounts in Thousands | RCFN Bil Mil Thou |
_____________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Total IBF assets of the consolidated bank (component of Schedule RC, item 12) .................. | 2133 N/A | 1.
2. Total IBF loans and lease financing receivables (component of Schedule RC-C, part I, item 12, | ////////////////// |
column A) ...................................................................................... | 2076 N/A | 2.
3. IBF commercial and industrial loans (component of Schedule RC-C, part I, item 4, column A) ..... | 2077 N/A | 3.
4. Total IBF liabilities (component of Schedule RC, item 21) ...................................... | 2898 N/A | 4.
5. IBF deposit liabilities due to banks, including other IBFs (component of Schedule RC-E, | ////////////////// |
part II, items 2 and 3) ........................................................................ | 2379 N/A | 5.
6. Other IBF deposit liabilities (component of Schedule RC-E, part II, items 1, 4, 5, and 6) ...... | 2381 N/A | 6.
______________________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-K--Quarterly Averages (1)
__________
| C455 |
_________________ ________
Dollar Amounts in Thousands | ///////// Bil Mil Thou |
_______________________________________________________________________________________________ _________________________
<S> <C> <C>
ASSETS | /////////////////////// |
1. Interest-bearing balances due from depository institutions ............................... | RCFD 3381 1,593 | 1.
2. U.S. Treasury securities and U.S. Government agency and corporation obligations(2) ....... | RCFD 3382 3,358,489 | 2.
3. Securities issued by states and political subdivisions in the U.S.(2) .................... | RCFD 3383 47 | 3.
4. a. Other debt securities(2) .............................................................. | RCFD 3647 1,356,467 | 4.a.
b. Equity securities(3) (includes investments in mutual funds and Federal Reserve stock) . | RCFD 3648 86,742 | 4.b.
5. Federal funds sold and securities purchased under agreements to resell in domestic offices | /////////////////////// |
of the bank and of its Edge and Agreement subsidiaries, and in IBFs ...................... | RCFD 3365 227,937 | 5.
6. Loans: | /////////////////////// |
a. Loans in domestic offices: | /////////////////////// |
(1) Total loans ....................................................................... | RCON 3360 11,756,193 | 6.a.(1)
(2) Loans secured by real estate ...................................................... | RCON 3385 4,742,586 | 6.a.(2)
(3) Loans to finance agricultural production and other loans to farmers ............... | RCON 3386 2,992 | 6.a.(3)
(4) Commercial and industrial loans ................................................... | RCON 3387 5,541,506 | 6.a.(4)
(5) Loans to individuals for household, family, and other personal expenditures ....... | RCON 3388 585,200 | 6.a.(5)
| /////////////////////// |
b. Total loans in foreign offices, Edge and Agreement subsidiaries, and IBFs ............. | RCFN 3360 0 | 6.b.
7. Assets held in trading accounts .......................................................... | RCFD 3401 8,293 | 7.
8. Lease financing receivables (net of unearned income) ..................................... | RCFD 3484 11,699 | 8.
9. Total assets ............................................................................. | RCFD 3368 18,431,857 | 9.
LIABILITIES | /////////////////////// |
10. Interest-bearing transaction accounts in domestic offices (NOW accounts, ATS accounts, | /////////////////////// |
and telephone and preauthorized transfer accounts) (exclude demand deposits) ............. | RCON 3485 968,508 | 10.
11. Nontransaction accounts in domestic offices: | /////////////////////// |
a. Money market deposit accounts (MMDAs) ................................................. | RCON 3486 722,329 | 11.a.
b. Other savings deposits ................................................................ | RCON 3487 1,985,399 | 11.b.
c. Time certificates of deposit of $100,000 or more ...................................... | RCON 3345 1,753,339 | 11.c.
d. All other time deposits ............................................................... | RCON 3469 2,088,605 | 11.d.
12. Interest-bearing deposits in foreign offices, Edge and Agreement subsidiaries, and IBFs .. | RCFN 3404 813,701 | 12.
13. Federal funds purchased and securities sold under agreements to repurchase in domestic | /////////////////////// |
offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs .............. | RCFD 3353 3,695,426 | 13.
14. Other borrowed money ..................................................................... | RCFD 3355 1,998,718 | 14.
___________________________
<FN>
_____________
(1) For all items, banks have the option of reporting either (1) an average of daily figures for the quarter, or
(2) an average of weekly figures (i.e., the Wednesday of each week of the quarter).
(2) Quarterly averages for all debt securities should be based on amortized cost.
(3) Quarterly averages for all equity securities should be based on historical cost.
(4) The quarterly average for total assets should reflect all debt securities (not held for trading) at amortized
cost, equity securities with readily determinable fair values at the lower of cost or fair value, and equity
securities without readily determinable fair values at historical cost.
</TABLE>
23
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-14
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-L--Off-Balance Sheet Items
Please read carefully the instructions for the preparation of Schedule RC-L. Some of the amounts
reported in Schedule RC-L are regarded as volume indicators and not necessarily as measures of risk. __________
| C460 |
____________ ________
Dollar Amounts in Thousands | RCFD Bil Mil Thou |
____________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Unused commitments: | ////////////////// |
a. Revolving, open-end lines secured by 1-4 family residential properties, e.g., home | ////////////////// |
equity lines ............................................................................... | 3814 428,452| 1.a.
b. Credit card lines .......................................................................... | 3815 0 | 1.b.
c. Commercial real estate, construction, and land development: | ////////////////// |
(1) Commitments to fund loans secured by real estate ....................................... | 3816 31,649 | 1.c.(1)
(2) Commitments to fund loans not secured by real estate ................................... | 6550 20,974 | 1.c.(2)
d. Securities underwriting .................................................................... | 3817 0 | 1.d.
e. Other unused commitments ................................................................... | 3818 6,410,492 | 1.e.
2. Financial standby letters of credit and foreign office guarantees ............................. | 3819 1,049,939 | 2.
___________________________
a. Amount of financial standby letters of credit conveyed to others | RCFD 3820 | 986 | ////////////////// | 2.a.
___________________________
3. Performance standby letters of credit and foreign office guarantees ........................... | 3821 125,297 | 3.
a. Amount of performance standby letters of credit conveyed to | ////////////////// |
___________________________
others .......................................................... | RCFD 3822 | 0 | ////////////////// | 3.a.
___________________________
4. Commercial and similar letters of credit ...................................................... | 3411 95,427 | 4.
5. Participations in acceptances (as described in the instructions) conveyed to others by | ////////////////// |
the reporting bank ............................................................................ | 3428 0 | 5.
6. Participations in acceptances (as described in the instructions) acquired by the reporting | ////////////////// |
(nonaccepting) bank ........................................................................... | 3429 550 | 6.
7. Securities borrowed ........................................................................... | 3432 0 | 7.
8. Securities lent (including customers' securities lent where the customer is indemnified | ////////////////// |
against loss by the reporting bank) ........................................................... | 3433 0 | 8.
9. Mortgages transferred (i.e., sold or swapped) with recourse that have been treated as sold | ////////////////// |
for Call Report purposes: | ////////////////// |
a. FNMA and FHLMC residential mortgage loan pools: | ////////////////// |
(1) Outstanding principal balance of mortgages transferred as of the report date ........... | 3650 70,221 | 9.a.(1)
(2) Amount of recourse exposure on these mortgages as of the report date ................... | 3651 63,682 | 9.a.(2)
b. Private (nongovernment-issued or -guaranteed) residential mortgage loan pools: | ////////////////// |
(1) Outstanding principal balance of mortgages transferred as of the report date ........... | 3652 0 | 9.b.(1)
(2) Amount of recourse exposure on these mortgages as of the report date ................... | 3653 0 | 9.b.(2)
c. Farmer Mac agricultural mortgage loan pools: | ////////////////// |
(1) Outstanding principal balance of mortgages transferred as of the report date ........... | 3654 0 | 9.c.(1)
(2) Amount of recourse exposure on these mortgages as of the report date ................... | 3655 0 | 9.c.(2)
10. When-issued securities: | ////////////////// |
a. Gross commitments to purchase .............................................................. | 3434 0 | 10.a.
b. Gross commitments to sell .................................................................. | 3435 0 | 10.b.
11. Spot foreign exchange contracts ............................................................... | 8765 64,476 | 11.
12. All other off-balance sheet assets (exclude off-balance sheet derivatives ) (itemize and | ////////////////// |
describe each component of this item over 25% of Schedule RC, item 28, "Total equity capital") | 3430 0 | 12.
a. | TEXT 3555 |______________________________________________________| RCFD 3555 | | ////////////////// | 12.a.
b. | TEXT 3556 |______________________________________________________| RCFD 3556 | | ////////////////// | 12.b.
___________
c. | TEXT 3557 |______________________________________________________| RCFD 3557 | | ////////////////// | 12.c.
_____________
d. | TEXT 3558 |______________________________________________________| RCFD 3558 | | ////////////////// | 12.d.
_____________
13. All other off-balance sheet assets (exclude off-balance sheet derivatives) (itemize and | ////////////////// |
describe each component of this item over 25% of Schedule RC, "Total equity capital" | 5591 0 | 13.
_____________ __________________________
a. | TEXT 5592 |______________________________________________________| RCFD 5592 | | ////////////////// | 13.a.
___________
b. | TEXT 5593 |______________________________________________________| RCFD 5593 | | ////////////////// | 13.b.
___________
c. | TEXT 5594 |______________________________________________________| RCFD 5594 | | ////////////////// | 13.c.
_____________
d. | TEXT 5595 |______________________________________________________| RCFD 5595 | | ////////////////// | 13.d.
_____________
________________________________________________
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION
Call Date: 6/30/95 ST-BK: 09-05
Address: 777 MAIN STREET
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
__________
| C461 |
________
|
_____________________
_________________________________________ _________________________________________
| (Column A) | (Column B) | (Column C) | (Column D) |
| Interest Rate | Foreign Exchange | Equity Derivative | Commodity and other|
| Contracts | Contracts | Contracts | Contracts |
|___________________|____________________|____________________|____________________|
Dollar Amounts in thousands |Tril Bil Mil Thou | Tril Bil Mil Thou | Tril Bil Mil Thou | Tril Bil Mil Thou |
______________________________________________________________________________________________________________________|
<S> <C> <C> <C> <C> <C>
| Off-balance Sheet Derivatives | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
| Position Indicators | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
___________________________________| ///////////////// | ////////////////// | ////////////////// | ////////////////// |
| ///////////////// | ////////////////// | ////////////////// | ////////////////// |
14. Gross amounts (e.g., notional | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
amounts) (for each column, sum of | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
items 15, 16.a, and 16.b): |___________________|____________________|___________________ |____________________|
a. Future contracts ............. | 418,000 | 0 | 0 | 0 | 14.a.
| RCFD 8693 | RCFD 8694 | RCFD 8695 | RCFD 8696 |
b. Forward contracts ............ | 139,500 | 2,677,852 | 0 | 0 | 14.b.
| RCFD 8697 | RCFD 8698 | RCFD 8699 | RCFD 8700 |
c. Exchange-trade option contracts| ///////////////// | ////////////////// | ////////////////// | ////////////////// |
(1) Written options ......... | 0 | 0 | 0 | 0 | 14.c.(1)
| RCFD 8701 | RCFD 8702 0 | RCFD 8703 | RCFD 8704 |
(2) Purchased options ........ | 0 | 0 | 0 | 0 | 14.c.(2)
| RCFD 8705 | RCFD 8706 | RCFD 8707 | RCFD 8708 |
d. Over-the-counter option contracts: | ////////////////// | ////////////////// | ///////////////// | //////////////// |
(1) Written options .......... | 393,250 | 0 | 0 | 0 | 14.d.(1)
| RCFD 8709 | RCFD 8710 | RCFD 8711 | RCFD 8712 | 3.b.
(2) Purchased options ........ | 918,250 | 0 | 0 | 0 | 14.d.2
| RCFD 8713 | RCFD 8714 | RCFD 8715 | RCFD 8716 |
e. Swaps ............................ | 4,494,473 | 0 | 0 | 0 | 14.e.
| RCFD 3450 | RCFD 3826 | RCFD 8719 | RCFD 8720 |
15. Total gross notional amount of | ////////////////// | ////////////////// | ///////////////// | ////////////////// |
derivative contracts held for | ////////////////// | ////////////////// | ///////////////// | ////////////////// |
trading ......................... | 0 | 2,677,852 | 0 | 0 | 15.
| RCFD A126 | RCFD A127 | RCFD 8723 | RCFD 8724 |
16. Total gross notinal amount of | ////////////////// | ///////////////// | ///////////////// | ////////////////// |
derivative contracts held for | ////////////////// | ////////////////// | ///////////////// | ////////////////// |
purposes other than trading: | ////////////////// | ////////////////// | ///////////////// | ////////////////// |
a. Contracts marked to market ... | 0 | 0 | 0 | 0 | 16.a.
| RCFD 8725 | RCFD 8726 | RCF 8727 | RCFD 8728 |
b. Contracts not marked to market | 6,363,473 | 0 | 0 | 0 | 16.b.
| RCFD 8729 | RCFD 8730 | RFD 8731 | RCFD 8732 |
___________________________________________________________________________________|
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-05
Address: 777 MAIN STREET
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
_________________________________________ _________________________________________
| (Column A) | (Column B) | (Column C) | (Column D) |
| Interest Rate | Foreign Exchange | Equity Derivative | Commodity and other|
| Contracts | Contracts | Contracts | Contracts |
|___________________|____________________|____________________|____________________|
Dollar Amounts in thousands |Tril Bil Mil Thou | Tril Bil Mil Thou | Tril Bil Mil Thou | Tril Bil Mil Thou |
______________________________________________________________________________________________________________________|
<S> <C> <C> <C> <C> <C>
| Off-balance Sheet Derivatives | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
| Position Indicators | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
___________________________________| ///////////////// | ////////////////// | ////////////////// | ////////////////// |
| ///////////////// | ////////////////// | ////////////////// | ////////////////// |
17. Gross fair values of | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
derivative contracts: | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
a. Contracts held for | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
trading: | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
(1) Gross positive | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value ................... | 8733 0 | 8734 113,800 | 8735 0 | 8736 0 | 17.a.(1)
(2) Gross negative | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value ................... | 8737 0 | 8738 99,574 | 8739 0 | 8740 0 | 17.a.(2)
b. Contracts held for | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
purposes other than | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
trading that are marked | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
to market: | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
(1) Gross positive | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value ................... | 8741 0 | 8742 0 | 8743 0 | 8744 0 | 17.b.(1)
(2) Gross negative | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value ................... | 8745 0 | 8746 0 | 8747 0 | 8748 0 | 17.b.(2)
c. Contracts held for | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
purposes other than | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
trading that are not | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
marked to market: | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
(1) Gross positive | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value .................. | 8749 11,357 | 8750 0 | 8751 0 | 8752 0 |
(2) Gross negative | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value ................... | 8753 71,133 | 8754 0 | 8755 0 | 8756 0 |
|__________________________________________________________________________________|
______________________
Memoranda Dollar Amounts in Thousands | RCFD Bil Mil Thou |
_________________________________________________________________________________________________________________________
1. -2. Not applicable | ////////////////// |
3. Unused commitments with an original maturity exceeding one year that are reported in | ////////////////// |
Schedule RC-L, items 1.a through 1.e, above (report only the used portions of commitments | ////////////////// |
that are fee paid or otherwise legally binding) ................................................ | 3833 4,319,280 | M.3.
a. Participations in commitments with an original maturity | ////////////////// |
exceeding one year conveyed to others ................................|RCFD 3834 | 60,577 | ////////////////// | M.3.a.
________________________
4. To be completed only by banks with $1 billion or more in total assets: | ////////////////// |
Standby letters of credit and foreign office guarantees (both financial and performance) issued | ////////////////// |
to non-U.S. addresses (domicile) included in Schedule RC-L, items 2 and 3, above ............... | 3377 413,357 |
5. To be completed for the September report only: | ////////////////// |
Installment loans to individuals for household, family, and other personal expenditures that | ////////////////// |
have been securitized and sold without recourse (with servicing retained), amounts outstanding | ////////////////// |
by type of loan: | ///////////////////|
a. Loans to purchase private passenger automobiles ............................................. | 2741 N/A | M.5.a.
b. Credit cards and related plans .............................................................. | 2741 N/A | M.5.b.
c. All other consumer installment credit (Including mobile home loans) ......................... | 2743 N/A | M.5.c.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-17
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
Schedule RC-M-Memoranda |__C465____|
Dollar Amounts in Thousands RCFD Bil Mil Thou |
______________________________________________________________________________________________________|____________________|
<S> <C> <C>
1. Extensions of credit by the reporting bank to its executive officers, directors, principal | ////////////////// |
shareholders, and their related interests as of the report date: | ////////////////// |
a. Aggregate amount of all extensions of credit to all executive officers, directors, principal |
shareholders and their related interests ..................................................... | 6164 6,685 | 1.a.
b. Number of executive officers, directors, and principal shareholders to whom the amount of all | ////////////////// |
extensions of credit by the reporting bank (Including extensions of credit to | ////////////////// |
related interests) equals or exceeds the lesser of $500,000 or 5 percent Number | ////////////////// | 1.b.
___________________________|
of total capital as defined for this purpose in agency regulations. | RCFD 6165 | 4 | ////////////////// |
___________________________|
2. Federal funds sold and securities purchased under agreements to resell with U.S. branches | ////////////////// |
and agencies of foreign banks(1) (included in Schedule RC, items 3.a and 3.b) .................... | 3405 0 | 2.
3. Not applicable. | ////////////////// |
4. Outstanding principal balance of 1-4 family residential mortgage loans serviced for others | ////////////////// |
1) (include both retained servicing and purchased servicing): | ////////////////// |
a. Mortgages serviced under a GNMA contract ...................................................... | 5500 24,197 | 4.a.
b. Mortgages serviced under a FHLMC contract: | ////////////////// |
(1) Serviced with recourse to servicer ........................................................ | 5501 14,575 | 4.b.(1)
(2) Serviced without recourse to servicer ..................................................... | 5502 781,783 | 4.b.(2)
c. Mortgages serviced under a FNMA contract: | ////////////////// |
(1) Serviced under a regular option contract .................................................. | 5503 55,646 | 4.c.(1)
(2) Serviced under a special option contract .................................................. | 5504 1,824,526 | 4.c.(2)
d. Mortgages serviced under other servicing contracts ............................................ | 5505 3,101,719 | 4.d.
5. To be completed only by banks with $1 billion or more in total assets: | ////////////////// |
Customers' liability to this bank on acceptances outstanding (sum of items 5.a and 5.b must | ////////////////// |
equal Schedule RC, item 9): | ////////////////// |
a. U.S. addressees (domicile) .................................................................... | 2103 16,826 | 5.a.
b. Non-U.S. addressees (domicile) ................................................................ | 2104 0 | 5.b.
. Intangible assets: | ////////////////// |
a. Mortgage servicing rights ..................................................................... | 3164 12,650 | 6.a.
b. Other identifiable intangible assets: | ////////////////// |
(1) Purchased credit card relationships ....................................................... | 5506 0 | 6.b.(1)
(2) All other identifiable intangible assets .................................................. | 5507 3,977 | 6.b.(2)
c. Goodwill ...................................................................................... | 3163 289,586 | 6.c.
d. Total (sum of items 6.a through 6.c) (must equal Schedule RC, item 10) ........................ | 2143 306,213 | 6.d.
e. Intangible assets that have been grandfathered for regulatory capital purposes ................ | 6442 0 | 6.e.
7. Mandatory convertible debt, net of common or perpetual preferred stock dedicated to |/////////////////// |
redeem the debt ...................................................................................| 3295 0 | 7.
______________________
</TABLE>
------------
(1) Do not report federal funds sold and securities purchased under agreements
to resell with other commercial banks in the U.S. in this item.
<PAGE>
<TABLE>
<CAPTION>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-18
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
Dollar Amounts in Thousands | ///////// Bil Mil Thou |
Schedule RC-M--Continued
_____________________________________________________________________________________________ _________________________
<S> <C> <C>
8. a. Other real estate owned: | /////////////////////// |
(1) Direct and indirect investments in real estate ventures ......................... | RCFD 5372 0 | 8.a.(1)
(2) All other real estate owned: | /////////////////////// |
(a) Construction and land development in domestic offices ....................... | RCON 5508 270 | 8.a.(2)(a)
(b) Farmland in domestic offices ................................................ | RCON 5509 0 | 8.a.(2)(b)
(c) 1-4 family residential properties in domestic offices ....................... | RCON 5510 1,667 | 8.a.(2)(c)
(d) Multifamily (5 or more) residential properties in domestic offices .......... | RCON 5511 0 | 8.a.(2)(d)
(e) Nonfarm nonresidential properties in domestic offices ....................... | RCON 5512 1,507 | 8.a.(2)(e)
(f) In foreign offices .......................................................... | RCFN 5513 0 | 8.a.(2)(f)
(3) Total (sum of items 8.a.(1) and 8.a.(2)) (must equal Schedule RC, item 7) ....... | RCFD 2150 3,444 | 8.a.(3)
b. Investments in unconsolidated subsidiaries and associated companies: | /////////////////////// |
(1) Direct and indirect investments in real estate ventures ......................... | RCFD 5374 0 | 8.b.(1)
(2) All other investments in unconsolidated subsidiaries and associated companies ... | RCFD 5375 0 | 8.b.(2)
(3) Total (sum of items 8.b.(1) and 8.b.(2)) (must equal Schedule RC, item 8) ....... | RCFD 2130 0 | 8.b.(3)
c. Total assets of unconsolidated subsidiaries and associated companies ................ | RCFD 5376 0 | 8.c.
9. Noncumulative perpetual preferred stock and related surplus included in Schedule RC, | /////////////////////// |
item 23, "Perpetual preferred stock and related surplus" ............................... | RCFD 3778 0 | 9.
10. Mutual fund and annuity sales in domestic offices during the quarter (include | /////////////////////// |
proprietary, private label, and third party mutual funds): | /////////////////////// |
a. Money market funds .................................................................. | RCON 6441 0 | 10.a.
b. Equity securities funds ............................................................. | RCON 8427 0 | 10.b.
c. Debt securities funds ............................................................... | RCON 8428 0 | 10.c.
d. Other mutual funds .................................................................. | RCON 8429 0 | 10.d.
e. Annuities ........................................................................... | RCON 8430 0 | 10.e.
f. Sales of proprietary mutual funds and annuities (included in itmes 10.a through | /////////////////////// |
10.e. above) ........................................................................... | RCON 8784 0 | 10.f.
_________________________
</TABLE>
<TABLE>
<CAPTION>
_________________________________________________________________________________________________________________________________
| |
______________________
|Memorandum Dollar Amounts in Thousands | RCFD Bil Mil Thou | |
_________________________________________________________________________________________________ ____________________
<S> <C> <C>
|1. Interbank holdings of capital instruments (to be completed for the December report only): | ////////////////// | |
| a. Reciprocal holdings of banking organizations' capital instruments ........................ | 3836 N/A | M.1.a. |
| b. Nonreciprocal holdings of banking organizations' capital instruments ..................... | 3837 N/A | M.1.b. |
______________________
| |
_________________________________________________________________________________________________________________________________
</TABLE>
28
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-18
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-N--Past Due and Nonaccrual Loans, Leases,
and Other Assets
The FFIEC regards the information reported in __________
all of Memorandum item 1, in items 1 through 10, | C470 |
column A, and in Memorandum items 2 through 4, ______________________________________________________ ________
column A, as confidential. | (Column A) | (Column B) | (Column C) |
| Past due | Past due 90 | Nonaccrual |
| 30 through 89 | days or more | |
| days and still | and still | |
| accruing | accruing | |
____________________ ____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
______________________________________________________ ____________________ ____________________ ____________________
<S> <C> <C> <C> <C>
1. Loans secured by real estate: | C | ////////////////// | ////////////////// |
a. To U.S. addressees (domicile) ................ | | 1246 16,923 | 1247 81,746 | 1.a.
b. To non-U.S. addressees (domicile) ............ | O | 1249 0 | 1250 0 | 1.b.
2. Loans to depository institutions and | | ////////////////// | ////////////////// |
acceptances of other banks: | N | ////////////////// | ////////////////// |
a. To U.S. banks and other U.S. depository | | ////////////////// | ////////////////// |
institutions ................................. | F | 5378 0 | 5379 0 | 2.a.
b. To foreign banks ............................. | | 5381 0 | 5382 0 | 2.b.
3. Loans to finance agricultural production and | I | ////////////////// | ////////////////// |
other loans to farmers .......................... | | 1597 110 | 1583 33 | 3.
4. Commercial and industrial loans: | D | ////////////////// | ////////////////// |
a. To U.S. addressees (domicile) ................ | | 1252 27 | 1253 30,054 | 4.a.
b. To non-U.S. addressees (domicile) ............ | E | 1255 0 | 1256 0 | 4.b.
5. Loans to individuals for household, family, and | | ////////////////// | ////////////////// |
other personal expenditures: | N | ////////////////// | ///////////////// |
a. Credit cards and related plans ............... | | 5384 47 | 5385 150 | 5.a.
b. Other (includes single payment, installment, | T | ////////////////// | ////////////////// |
and all student loans) ....................... | | 5387 492 | 5388 1,025 | 5.b.
6. Loans to foreign governments and official | I | ////////////////// | ////////////////// |
institutions .................................... | | 5390 0 | 5391 0 | 6.
7. All other loans ................................. | A | 5460 318 | 5461 1,371 | 7.
8. Lease financing receivables: | | ////////////////// | ////////////////// |
a. Of U.S. addressees (domicile) ................ | L | 1258 0 | 1259 0 | 8.a.
b. Of non-U.S. addressees (domicile) ............ | | 1272 0 | 1791 0 | 8.b.
9. Debt securities and other assets (exclude other | | ////////////////// | ////////////////// |
real estate owned and other repossessed assets) . | | 3506 0 | 3507 0 | 9.
________________________________________________________________
</TABLE>
<TABLE>
<CAPTION>
====================================================================================================================================
Amounts reported in items 1 through 8 above include guaranteed and unguaranteed portions of past due and nonaccrual loans and
leases. Report in item 10 below certain guaranteed loans and leases that have already been included in the amounts reported in
items 1 through 8.
________________________________________________________________
10. Loans and leases reported in items 1 | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
____________________ ____________________ ____________________
<S> <C> <C> <C> <C>
through 8 above which are wholly or partially | | ////////////////// | ////////////////// |
guaranteed by the U.S. Government ............... | CONFIDENTIAL | 5613 219 | 5614 105 | 10.
a. Guaranteed portion of loans and leases | | ////////////////// | ////////////////// |
included in item 10 above .................... | | 5616 186 | 5617 95 | 10.a.
________________________________________________________________
</TABLE>
29
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 2/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-19
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-N--Continued
__________
| C473 |
______________________________________________________ ________
| (Column A) | (Column B) | (Column C) |
| Past due | Past due 90 | Nonaccrual |
| 30 through 89 | days or more | |
| days and still | and still | |
Memoranda | accruing | accruing | |
____________________ ____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
______________________________________________________ ____________________ ____________________ ____________________
<S> <C> <C> <C> <C>
1. Restructured loans and leases included in | | |
Schedule RC-N, items 1 through 8, above ......... | | | M.1.
2. Loans to finance commercial real estate, | | C O N F I D E N T I A L |
construction, and land development activities | C | |
(not secured by real estate) included in | O | |
Schedule RC-N, items 4 and 7, above ............. | N | | M.2.
F ____________________ ____________________
3. Loans secured by real estate in domestic offices | I | RCON Bil Mil Thou | RCON Bil Mil Thou |
D ____________________ ____________________
(included in Schedule RC-N, item 1, above): | E | ////////////////// | ////////////////// |
a. Construction and land development ............ | N | 2769 0 | 3492 3,944 | M.3.a.
b. Secured by farmland .......................... | T | 3494 0 | 3495 0 | M.3.b.
c. Secured by 1-4 family residential properties: | I | ////////////////// | ////////////////// |
(1) Revolving, open-end loans secured by | A | ////////////////// | ////////////////// |
1-4 family residential properties and | L | ////////////////// | ////////////////// |
extended under lines of credit ........... | | 5399 555 | 5400 2,919 | M.3.c.(1)
(2) All other loans secured by 1-4 family | | ////////////////// | ////////////////// |
residential properties ................... | | 5402 11,269 | 5403 17,064 | M.3.c.(2)
d. Secured by multifamily (5 or more) | | ////////////////// | ////////////////// |
residential properties ....................... | | 3500 2,300 | 3501 1,707 | M.3.d.
e. Secured by nonfarm nonresidential properties . | | 3503 2,799 | 3504 56,111 | M.3.e.
________________________________________________________________
</TABLE>
<TABLE>
<CAPTION>
___________________________________________
| (Column A) | (Column B) |
| Past due 30 | Past due 90 |
| through 89 days | days or more |
____________________ ____________________
| RCFD Bil Mil Thou | RCFD Bil Mil Thou |
____________________ ____________________
<S> <C> <C> <C>
4. Interest rate, foreign exchange rate, and other | | ////////////////// |
commodity and equity contracts: | | ////////////////// |
a. Book value of amounts carried as assets ...... | CONFIDENTIAL | 3528 0 | M.4.a.
b. Replacement cost of contracts with a | | ////////////////// |
positive replacement cost .................... | | 3530 0 | M.4.b.
___________________________________________
</TABLE>
30
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-20
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-O--Other Data for Deposit Insurance Assessments
Dollar Amounts in Thousands | RCON Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Unposted debits (see instructions): | ////////////////// |
a. Actual amount of all unposted debits ...................................................... | 0030 N/A | 1.a.
OR | ////////////////// |
b. Separate amount of unposted debits: | ////////////////// |
(1) Actual amount of unposted debits to demand deposits ................................... | 0031 0 | 1.b.(1)
(2) Actual amount of unposted debits to time and savings deposits(1) ...................... | 0032 0 | 1.b.(2)
2. Unposted credits (see instructions): | ////////////////// |
a. Actual amount of all unposted credits ..................................................... | 3510 N/A | 2.a.
OR | ////////////////// |
b. Separate amount of unposted credits: | ////////////////// |
(1) Actual amount of unposted credits to demand deposits .................................. | 3512 131,597 | 2.b.(1)
(2) Actual amount of unposted credits to time and savings deposits(1) ..................... | 3514 0 | 2.b.(2)
3. Uninvested trust funds (cash) held in bank's own trust department (not included in total | ////////////////// |
deposits in domestic offices) ................................................................ | 3520 0 | 3.
4. Deposits of consolidated subsidiaries in domestic offices and in insured branches in | ////////////////// |
Puerto Rico and U.S. territories and possessions (not included in total deposits): | ////////////////// |
a. Demand deposits of consolidated subsidiaries .............................................. | 2211 20,094 | 4.a.
b. Time and savings deposits(1) of consolidated subsidiaries ................................. | 2351 0 | 4.b.
c. Interest accrued and unpaid on deposits of consolidated subsidiaries ...................... | 5514 0 | 4.c.
5. Deposits in insured branches in Puerto Rico and U.S. territories and possessions: | ////////////////// |
a. Demand deposits in insured branches (included in Schedule RC-E, Part II) .................. | 2229 0 | 5.a.
b. Time and savings deposits(1) in insured branches (included in Schedule RC-E, Part II) ..... | 2383 0 | 5.b.
c. Interest accrued and unpaid on deposits in insured branches | ////////////////// |
(included in Schedule RC-G, item 1.b) ..................................................... | 5515 0 | 5.c.
______________________
______________________
Item 6 is not applicable to state nonmember banks that have not been authorized by the | ////////////////// |
Federal Reserve to act as pass-through correspondents. | ////////////////// |
6. Reserve balances actually passed through to the Federal Reserve by the reporting bank on | ////////////////// |
behalf of its respondent depository institutions that are also reflected as deposit liabilities| ////////////////// |
of the reporting bank: | ////////////////// |
a. Amount reflected in demand deposits (included in Schedule RC-E, Part I, | ////////////////// |
Memorandum item 4.a) ...................................................................... | 2314 0 | 6.a.
b. Amount reflected in time and savings deposits(1) (included in Schedule RC-E, Part I, | ////////////////// |
Memorandum item 4.b) ...................................................................... | 2315 0 | 6.b.
7. Unamortized premiums and discounts on time and savings deposits:(1) | ////////////////// |
a. Unamortized premiums ...................................................................... | 5516 0 | 7.a.
b. Unamortized discounts ..................................................................... | 5517 0 | 7.b.
______________________
_______________________________________________________________________________________________________________________________
| |
|8. To be completed by banks with "Oakar deposits." |
______________________
| Total "Adjusted Attributable Deposits" of all institutions acquired under Section 5(d)(3) of | ////////////////// | |
| the Federal Deposit Insurance Act (from most recent FDIC Oakar Transaction Worksheet(s)) .... | 5518 292,130 | 8. |
______________________
| |
_______________________________________________________________________________________________________________________________
______________________
9. Deposits in lifeline accounts ................................................................ | 5596 ///////////// | 9.
10. Benefit-responsive "Depository Institution Investment Contracts" (included in total | ////////////////// |
deposits in domestic offices) ................................................................ | 8432 0 | 10.
______________________
<FN>
______________
(1) For FDIC insurance assessment purposes, "time and savings deposits" consists of nontransaction
accounts and all transaction accounts other than demand deposits.
</TABLE>
31
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-21
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-O--Continued
Dollar Amounts in Thousands | RCON Bil Mil Thou |
______________________
__________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Adjustments to demand in domestic | ////////////////// |
| ////////////////// |
______________________
</TABLE>
<TABLE>
<S> <C>
_____________________________________________________________________________________________________________________________
| C477 |
Person to whom questions about the Reports of Condition and Income should be directed: __________
ROBERT DUFF, ASSISTANT VICE PRESIDENT (203) 986-2474
___________________________________________________________________________________ ______________________________________
Name and Title (TEXT 8901) Area code and phone number (TEXT 8902)
</TABLE>
32
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-22
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-R--Risk-Based Capital
This schedule must be completed by all banks as follows: Banks that reported total assets of $1 billion or more in Schedule RC,
item 12, for June 30, 1994, must complete items 2 through 9 and Memorandum item 1. Banks with assets of less than
$1 billion must complete items 1 through 3 below or Schedule RC-R in its entirety, depending on their response to item 1 below.
<S> <C>
1. Test for determining the extent to which Schedule RC-R must be completed. To be completed
____________
only by banks with total assets of less than $1 billion. Indicate in the appropriate | C480 |
_____ __________
box at the right whether the bank has total capital greater than or equal to eight percent | YES NO |
____________ _______________
of adjusted total assets ............................................................... | RCFD 6056 | |////| | 1.
_____________________________
For purposes of this test, adjusted total assets equals total assets less cash, U.S. Treasuries, U.S. Government
agency obligations, and 80 percent of U.S. Government-sponsored agency obligations plus the allowance for loan
and lease losses and selected off-balance sheet items as reported on Schedule RC-L (see instructions).
If the box marked YES has been checked, then the bank only has to complete items 2 and 3 below. If the box marked
NO has been checked, the bank must complete the remainder of this schedule.
A NO response to item 1 does not necessarily mean that the bank's actual risk-based capital ratio is less than eight
percent or that the bank is not in compliance with the risk-based capital guidelines.
</TABLE>
<TABLE>
<CAPTION>
___________________________________________
| (Column A) | (Column B) |
|Subordinated Debt(1)| Other |
| and Intermediate | Limited- |
Items 2 and 3 are to be completed by all banks. | Term Preferred | Life Capital |
| Stock | Instruments |
____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
______________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
2. Subordinated debt(1) and other limited-life capital instruments (original | ////////////////// | ////////////////// |
weighted average maturity of at least five years) with a remaining | ////////////////// | ////////////////// |
maturity of: | ////////////////// | ////////////////// |
a. One year or less ...................................................... | 3780 0 | 3786 0 | 2.a.
b. Over one year through two years ....................................... | 3781 0 | 3787 0 | 2.b.
c. Over two years through three years .................................... | 3782 0 | 3788 0 | 2.c.
d. Over three years through four years ................................... | 3783 0 | 3789 0 | 2.d.
e. Over four years through five years .................................... | 3784 0 | 3790 0 | 2.e.
f. Over five years ....................................................... | 3785 249,680 | 3791 0 | 2.f.
___________________________________________
3. Not applicable
___________________________________________
| (Column A) | (Column B) |
Items 4-9 and Memorandum item 1 are to be completed | Assets | Credit Equiv- |
by banks that answered NO to item 1 above and | Recorded | alent Amount |
by banks with total assets of $1 billion or more. | on the | of Off-Balance |
| Balance Sheet | Sheet Items(2) |
____________________ ____________________
4. Assets and credit equivalent amounts of off-balance sheet items assigned | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
____________________ ____________________
<S> <C> <C> <C>
to the Zero percent risk category: | ////////////////// | ////////////////// |
a. Assets recorded on the balance sheet: | ////////////////// | ////////////////// |
(1) Securities issued by, other claims on, and claims unconditionally | ////////////////// | ////////////////// |
guaranteed by, the U.S. Government and its agencies and other | ////////////////// | ////////////////// |
OECD central governments .......................................... | 3794 1,308,047 | ////////////////// | 4.a.(1)
(2) All other ......................................................... | 3795 233,619 | ////////////////// | 4.a.(2)
b. Credit equivalent amount of off-balance sheet items ................... | ////////////////// | 3796 0 | 4.b.
___________________________________________
<FN>
______________
(1) Exclude mandatory convertible debt reported in Schedule RC-M, item 7.e, "Total."
(2) Do not report in column B the risk-weighted amount of assets reported in column A.
</TABLE>
33
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-23
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-R--Continued
___________________________________________
| (Column A) | (Column B) |
| Assets | Credit Equiv- |
| Recorded | alent Amount |
| on the | of Off-Balance |
| Balance Sheet | Sheet Items(1) |
____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
______________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
5. Assets and credit equivalent amounts of off-balance sheet items | ////////////////// | ////////////////// |
assigned to the 20 percent risk category: | ////////////////// | ////////////////// |
a. Assets recorded on the balance sheet: | ////////////////// | ////////////////// |
(1) Claims conditionally guaranteed by the U.S. Government and its | ////////////////// | ////////////////// |
agencies and other OECD central governments ....................... | 3798 23,305 | ////////////////// | 5.a.(1)
(2) Claims collateralized by securities issued by the U.S. Govern- | ////////////////// | ////////////////// |
ment and its agencies and other OECD central governments; by | ////////////////// | ////////////////// |
securities issued by U.S. Government-sponsored agencies; and | ////////////////// | ////////////////// |
by cash on deposit ................................................ | 3799 0 | ////////////////// | 5.a.(2)
(3) All other ......................................................... | 3800 3,533,486 | ////////////////// | 5.a.(3)
b. Credit equivalent amount of off-balance sheet items ................... | ////////////////// | 3801 155,843 | 5.b.
6. Assets and credit equivalent amounts of off-balance sheet items | ////////////////// | ////////////////// |
assigned to the 50 percent risk category: | ////////////////// | ////////////////// |
a. Assets recorded on the balance sheet .................................. | 3802 3,238,638 | ////////////////// | 6.a.
b. Credit equivalent amount of off-balance sheet items ................... | ////////////////// | 3803 111,220 | 6.b.
7. Assets and credit equivalent amounts of off-balance sheet items | ////////////////// | ////////////////// |
assigned to the 100 percent risk category: | ////////////////// | ////////////////// |
a. Assets recorded on the balance sheet .................................. | 3804 10,965,708 | ////////////////// | 7.a.
b. Credit equivalent amount of off-balance sheet items ................... | ////////////////// | 3805 3,260,450 | 7.b.
8. On-balance sheet asset values excluded from the calculation of the | ////////////////// | ////////////////// |
risk-based capital ratio(2) .............................................. | 3806 1,025 | ////////////////// | 8.
9. Total assets recorded on the balance sheet (sum of | ////////////////// | ////////////////// |
items 4.a, 5.a, 6.a, 7.a, and 8, column A)(must equal Schedule RC, | ////////////////// | ////////////////// |
item 12 plus items 4.b and 4.c) .......................................... | 3807 19,303,828 | ////////////////// | 9.
___________________________________________
______________
(1) Do not report in column B the risk-weighted amount of assets reported in column A.
(2) Until a final rule on the regulatory capital treatment of net unrealized holding gains (losses) on available-for-sale
securities that is applicable to the reporting bank has taken effect, a bank that has adopted FASB Statement No. 115 should
include the difference between the fair value and the amortized cost of its available-for-sale securities in item 8 and report
the amortized cost of these securities in items 4 through 7 above. Item 8 also includes on-balance sheet asset values (or
portions thereof) of off-balance sheet interest rate, foreign exchange rate, and commodity contracts and those contracts (e.g.,
futures contracts) not subject to risk-based capital. Exclude from item 8 margin accounts and accrued receivables as well as
any portion of the allowance for loan and lease losses in excess of the amount that may be included in Tier 2 capital.
(3) Exclude foreign exchange contracts with an original maturity of 14 days or less and all future contracts.
</TABLE>
34
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM T-1
----------
STATEMENT OF ELIGIBILITY AND QUALIFICATION 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)
SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION
---------------------------------------------------------
(Exact name of trustee as specified in its charter)
Not applicable 06-0850628
------------------------------- -----------------------------
(State of incorporation (I.R.S. Employer
if not a national bank) Identification No.)
777 Main Street, Hartford, Connecticut 06115
---------------------------------------- -----------------------------
(Address of principal executive offices) (Zip Code)
Patricia Beaudry, 777 Main Street, Hartford, CT 203-728-2065
--------------------------------------------------------------
(Name, address and telephone number of agent for service)
HELLER FINANCIAL, INC.
---------------------------------------------------
(Exact name of obligor as specified in its charter)
Delaware 36-1208070
------------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 West Monroe Street
Chicago, Illinois 60661
---------------------------------------- -----------------------------
(Address of principal executive offices) (Zip Code)
Junior Subordinated Securities
------------------------------------------------------------------
(Title of the indenture securities)
<PAGE>
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject,
The Comptroller of the Currency,
Washington, D.C.
Federal Reserve Bank of Boston
Boston, Massachusetts
Federal Deposit Insurance Corporation
Washington, D.C.
(b) Whether it is authorized to exercise
corporate trust powers:
The trustee is so authorized.
Item 2. Affiliations with obligor and underwriter. If the obligor or
any underwriter for the obligor is an affiliate of the trustee,
describe each such affiliation.
None with respect to the trustee; none with respect to Hartford
National Corporation, Shawmut Corporation, Shawmut National
Corporation and Shawmut Service Corporation (the "affiliates").
Item 16. List of exhibits.
List below all exhibits filed as a part of this statement of
eligibility and qualification.
(1) A copy of the Articles of Association of the trustee as
now in effect.
(2) A copy of the Certificate of Authority of the trustee
to do business.
(3) A copy of the Certification of Fiduciary Powers of the
trustee.
(4) A copy of the By-Laws of the trustee as now in effect.
(5) Consent of the trustee required by Section 321(b)
of the Act.
(6) A copy of the latest Consolidated Reports of Condition
and Income of the trustee published pursuant to law or
the requirements of its supervising or examining authority.
<PAGE>
NOTES
In as much as this Form T-1 is filed prior to the ascertainment by the trustee
of all facts on which to base answers to Item 2, the answers to said Items are
based upon imcomplete information. Said Items may, however, be considered
correct unless amended by an amendment to this Form T-1.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939,
the trustee, Shawmut Bank Connecticut, 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, thereunto duly authorized, all in the City of
Hartford, and State of Connecticut, on the 9th day of June, 1995.
SHAWMUT BANK CONNECTICUT,
NATIONAL ASSOCIATION
Trustee
By: /s/ Mark A. Forgetta
-------------------------
Its Assistant Vice President
<PAGE>
EXHIBIT 1
ARTICLES OF ASSOCIATION
SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION
FIRST. The title of this Association, which shall carry on the business of
banking under the laws of the United States, shall be "Shawmut Bank Connecticut,
National Association".
SECOND. The main office of the Association shall be in Hartford, County of
Hartford, State of Connecticut. The general business of the Association shall
be conducted at its main office and its branches.
THIRD. The board of directors of this Association shall consist of not less
than five (5) nor more than twenty-five (25) shareholders, the exact number of
directors within such minimum and maximum limits to be fixed and determined from
time to time by resolution of a majority of the full board of directors or by
resolution of the shareholders at any annual or special meeting thereof. Unless
otherwise provided by the laws of the United States, any vacancy in the board of
directors for any reason, including an increase in the number thereof, may be
filled by action of the board of directors.
FOURTH. The annual meeting of the shareholders for the election of directors
and the transaction of whatever other business may be brought before said
meeting shall be held at the main office or such other place as the board of
directors may designate, on the day of each year specified therefor in the
bylaws, but if no election is held on that day, it may be held on any subsequent
day according to the provisions of law; and all elections shall be held
according to such lawful regulations as may be prescribed by the board of
directors.
FIFTH. The authorized amount of capital stock of this Association shall be
eight million five hundred thousand (8,500,000) shares of which three million
five hundred thousand (3,500,000) shares shall be common stock with a par value
of six and 25/100 dollars ($6.25) each and of which five million (5,000,000)
shares without par value shall be preferred stock. The capital stock may be
increased or decreased from time to time, in accordance with the provisions of
the laws of the United States.
No holder of shares of the capital stock of any class of the Association shall
have any pre-emptive or preferential right of subscription to any shares of any
class of stock of the Association, whether now or hereafter authorized, or to
any obligations convertible into stock of the Association, issued or sold, nor
any right of subscription to any thereof other than such, if any, as the board
of directors, in its discretion, may from time to time determine and at such
price as the board of directors may from time to time fix.
The board of directors of the Association is authorized, subject to limitations
prescribed by law and the provisions of this Article, to provide for the
issuance from time to time in one or more series of any number of the preferred
shares, and to establish the number of shares to be included in each such
series, and to fix the designation, relative rights, preferences, qualifications
and limitations of the shares of each such series. The authority of the board
of directors with respect to each series shall include, but not be limited to,
determination of the following:
a. The number of shares constituting that series and the distinctive designation
of that series;
<PAGE>
b. The dividend rate on the shares of that series, whether dividends shall be
cumulative, and, if so, from which date or dates, and whether they shall be
payable in preference to, or in another relation to, the dividends payable to
any other class or classes or series of stock;
c. Whether that series shall have voting rights, in addition to the voting
rights provided by law, and, if so, the terms of such voting rights;
d. Whether that series shall have conversion or exchange privileges, and, if so,
the terms and conditions of such conversion or exchange, including provision
for adjustment of the conversion or exchange rate in such events as the board
of directors shall determine;
e. Whether or not the shares of that series shall be redeemable, and, if so, the
terms and conditions of such redemption, including the manner of selecting
shares for redemption if less than all shares are to be redeemed, the date or
dates upon or after which they shall be redeemable, and the amount per share
payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;
f. Whether that series shall be entitled to the benefit of a sinking fund to be
applied to the purchase or redemption of shares of that series, and, if so,
the terms and amounts of such sinking fund;
g. The right of the shares of that series to the benefit of conditions and
restrictions upon the creation of indebtedness of the Association or any
subsidiary, upon the issue of any additional stock (including additional
shares of such series or of any other series) and upon the payment of
dividends or the making of other distributions on, and the purchase,
redemption or other acquisition by the Association or any subsidiary of any
outstanding stock of the Association;
h. The right of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the Association and
whether such rights shall be in preference to, or in another relation to, the
comparable rights of any other class or classes or series of stock; and
i. Any other relative, participating, optional or other special rights,
qualifications, limitations or restrictions of that series.
Shares of any series of preferred stock which have been redeemed (whether
through the operation of a sinking fund or otherwise) or which, if convertible
or exchangeable, have been converted into or exchanged for shares of stock of
any other class or classes shall have the status of authorized and unissued
shares of preferred stock of the same series and may be reissued as part of the
series of which they were originally a part or may be reclassified and reissued
as part of a new series of preferred stock to be created by resolution or
resolutions of the board of directors or as part of any other series of
preferred stock, all subject to the conditions and the restrictions adopted by
the board of directors providing for the issue of any series of preferred stock
and by the provisions of any applicable law.
Subject to the provisions of any applicable law, or except as otherwise provided
by the resolution or resolutions providing for the issue of any series of
preferred stock, the holders of outstanding shares of common stock shall
exclusively possess voting power for the election of directors and for all other
purposes, each holder of record of shares of common stock being entitled to one
vote for each share of common stock standing in his name on the books of the
Association.
-2-
<PAGE>
Except as otherwise provided by the resolution or resolutions providing for the
issue of any series of preferred stock, after payment shall have been made to
the holders of preferred stock of the full amount of dividends to which they
shall be entitled pursuant to the resolution or resolutions providing for the
issue of any other series of preferred stock, the holders of common stock shall
be entitled, to the exclusion of the holders of preferred stock of any and all
series, to receive such dividends as from time to time may be declared by the
board of directors.
Except as otherwise provided by the resolution or resolutions for the issue of
any series of preferred stock, in the event of any liquidation, dissolution or
winding up of the Association, whether voluntary or involuntary, after payment
shall have been made to the holders of preferred stock of the full amount to
which they shall be entitled pursuant to the resolution or resolutions providing
for the issue of any series of preferred stock the holders of common stock shall
be entitled, to the exclusion of the holders of preferred stock of any and all
series, to share, ratable according to the number of shares of common stock held
by them, in all remaining assets of the Association available for distribution
to its shareholders.
The number of authorized shares of any class may be increased or decreased by
the affirmative vote of the holders of a majority of the stock of the
Association entitled to vote.
SIXTH. The board of directors shall appoint one of its members president of
this Association, who shall be chairman of the board, unless the board appoints
another director to be the chairman. The board of directors shall have the
power to appoint one or more vice presidents; and to appoint a secretary and
such other officers and employees as may be required to transact the business of
this Association.
The board of directors shall have the power to define the duties of the officers
and employees of the Association; to fix the salaries to be paid to them; to
dismiss them; to require bonds from them and to fix the penalty thereof; to
regulate the manner in which any increase of the capital of the Association
shall be made; to manage and administer the business and affairs of the
Association; to make all bylaws that it may be lawful for them to make; and
generally to do and perform all acts that it may be legal for a board of directs
to do and perform.
SEVENTH. The board of directors shall have the power to change the location of
the main office to any other place within the limits of the City of Hartford,
Connecticut, without the approval of the shareholders but subject to the
approval of the Comptroller of the Currency; and shall have the power to
establish or change the location of any branch or branches of the Association to
any other location, without the approval of the shareholders but subject to the
approval of the Comptroller of the Currency.
EIGHTH. The corporate existence of this Association shall continue until
terminated in accordance with the laws of the United States.
NINTH. The board of directors of this Association, or any three or more
shareholders owning, in the aggregate, not less than ten percent (10%) of the
stock of this Association, may call a special meeting of shareholders at any
time. Unless otherwise provided by the laws of the United States, a notice of
the time, place and purpose of every annual and special meeting of the
shareholders shall be given by first class mail, postage prepaid, mailed at
least ten (10) days prior to the date of such meeting to each shareholder of
record at his address as shown upon the books of this Association.
TENTH. Any person, his heirs, executors, or administrators may be indemnified
or reimbursed by the Association for reasonable expenses actually incurred in
connection with any action, suit, or proceeding, civil or criminal, to which he
or they shall be made a party by reason of his being or having been a director,
officer, or employee of the Association or any firm, corporation, or
-3-
<PAGE>
organization which he served in any such capacity at the request of the
Association: provided, that no person shall be so indemnified or reimbursed in
relation to any matter in such action, suit, or proceeding as to which he shall
finally be adjudged to have been guilty of or liable for gross negligence,
willful misconduct or criminal acts in the performance of his duties to the
Association: and, provided further, that no person shall be so indemnified or
reimbursed in relation to any matter in such action, suit, or proceeding which
has been made the subject of a compromise settlement except with the approval of
a court of competent jurisdiction, or the holders of record of a majority of the
outstanding shares of the Association, or the board of directors, acting by vote
of directors not parties to the same or substantially the same action, suit, or
proceeding, constituting a majority of the whole number of directors. The
foregoing right of indemnification or reimbursement shall not be exclusive of
other rights to which such person, his heirs, executors, or administrators may
be entitled as a matter of law. The Association may, upon the affirmative vote
of a majority of its board of directors, purchase insurance for the purpose of
indemnifying its directors, officers and other employees to the extent that such
indemnification is allowed in the preceding paragraph. Such insurance may, but
need not, be for the benefit of all directors, officers, or employees.
ELEVENTH. These articles of association may be amended at any regular or
special meeting of the shareholders by the affirmative vote of the holders of a
majority of the stock of this Association, unless the vote of the holders of
greater amount of stock is required by law, and in that case by the vote of the
holders of such greater amount. 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.
I hereby certify that the articles of association of this Association, in their
entirety, are listed above in terms first through eleventh.
__________________________________Secretary/Assistant Secretary
Dated at ________________________, as of _________________.
Revision of March 30, 1995
<PAGE>
EXHIBIT 2
[LOGO]
--------------------------------------------------------------------------------
COMPTROLLER OF THE CURRENCY
ADMINISTRATOR OF NATIONAL BANKS
--------------------------------------------------------------------------------
Washington, D.C. 20219
CERTIFICATE
I, Eugene A. Ludwig, Comptroller of the Currency, do hereby certify
that:
(1) The Comptroller of the Currency, pursuant to Revised Statutes
324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession,
custody and control of all records pertaining to the chartering, regulation and
supervision of all National Banking Associations.
(2) "Shawmut Bank Connecticut, National Association", Hartford,
Connecticut, (Charter No. 1338), is a National Banking Association formed
under the laws of the United States and is authorized thereunder to transact
the business of banking on the date of this Certificate.
IN TESTIMONY WHEREOF, I have hereunto
subscribed my name and caused my seal of
office to be affixed to these presents at
the Treasury Department, in the City of
Washington and District of Columbia, this
15th day of June, 1995.
/s/ EUGENE A. LUDWIG
----------------------------------
Comptroller of the Currency
<PAGE>
EXHIBIT 3
[LOGO]
--------------------------------------------------------------------------------
COMPTROLLER OF THE CURRENCY
ADMINISTRATOR OF NATIONAL BANKS
--------------------------------------------------------------------------------
Washington, D.C. 20219
Certification of Fiduciary Powers
I, Eugene A. Ludwig, Comptroller of the Currency, do hereby certify
the records in this Office evidence "Shawmut Bank Connecticut, National
Association", Hartford, Connecticut, (Charter No. 1338), was granted, under
the hand and seal of the Comptroller, the right to act in all fiduciary
capacities authorized under the provisions of The Act of Congress approved
September 28, 1962, 76 Stat. 668, 12 U.S.C. 92a. I further certify the
authority so granted remains in full force and effect.
IN TESTIMONY WHEREOF, I have hereunto
subscribed my name and caused my 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
15th day of June, 1995.
/s/ EUGENE A. LUDWIG
----------------------------------
Comptroller of the Currency
<PAGE>
EXHIBIT 4
BYLAWS
OF
SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1.1 Annual Meeting. The regular annual meeting of the shareholders to
elect directors and transact whatever other business may properly come before
the meeting, shall be held at the main office of the association, city of
Hartford, state of Connecticut or such other places as the board of directors
may designate, at 1:00 o'clock, on the third Wednesday of April of each year,
or if that date falls on a legal holiday in the state in which the association
is located, on the next following banking day. If, for any cause, an election
of directors is not made on that date, or in the event of a legal holiday, on
the next following banking day, an election may be held on any subsequent day
within 60 days of the date fixed, to be designated by the board directors, or,
if the directors fail to fix the date, by shareholders representing two-thirds
of the shares.
Section 1.2. Special Meetings. Except as otherwise specifically provided by
statute, special meetings of the shareholders may be called for any purpose at
any time by the board of directors or upon call of the Chairman or at the
written request of shareholders owning, in the aggregate, not less than ten
(10) percent of the stock of the association.
Section 1.3. Notice of Meetings. Unless otherwise provided by the laws of the
United States, a notice of the time, place and purpose of every regular annual
meeting or special meeting of shareholders shall be given by first-class mail,
postage prepaid, mailed at least ten (10) days prior to the date of such
meeting to each shareholder of record at his address as shown upon the books of
the association. If an annual or special shareholders' meeting is adjourned to
a different date, time, or place, notice need not be given of the new date,
time or place, if the new date, time or place is announced at the meeting
before adjournment, unless any additional items of business are to be
considered, or the association becomes aware of an intervening event materially
affecting any matter to be voted on more than 10 days prior to the date to
which the meeting is adjourned. If a new record date for the adjourned meeting
is fixed, however, notice of the adjourned meeting must be given to persons who
are shareholders as of the new record date.
Section 1.4. Proxies. Shareholders may vote at any meeting of the shareholders
by proxies duly authorized in writing. Proxies shall be valid only for one
meeting, to be specified therein, and any adjournments of such meeting.
Proxies shall be dated and filed with the records of the meeting. Proxies with
rubber-stamped facsimile signatures may be used and unexecuted proxies may be
counted upon receipt of a confirming telegram from the shareholder. Proxies
meeting the above requirements submitted at any time during a meeting shall be
accepted.
<PAGE>
Section 1.5. Quorum. A majority of the outstanding capital stock, represented
in person or by proxy, shall constitute a quorum at any meeting of
shareholders, but less than a quorum may adjourn any meeting, from time to
time, and the meeting may be held, as adjourned, without further notice.
Section 1.6. Voting. In deciding on questions at meetings of shareholders,
except in the election of directors, each shareholder shall be entitled to one
vote for each share of stock held. A majority of votes cast shall decide each
matter submitted to the shareholders at the meeting except in cases where by
law a larger vote is required.
ARTICLE II
DIRECTORS
Section 2.1. Board of Directors. The board of directors shall manage and
administer the business and affairs of the association. Except as expressly
limited by law, all corporate powers of the association shall be vested in and
may be exercised by the board.
Section 2.2. Number. The board shall consist of not less than five nor more
than twenty-five shareholders, the exact number within such minimum and maximum
limits to be fixed and determined from time to time by resolution of a majority
of the full board or by resolution of a majority of the shareholders at any
meeting thereof.
Section 2.3. Term. The directors of this association shall hold office for one
year and until their successors are elected and have qualified.
Section 2.4. Oath. Each person elected or appointed a director of this
association must take the oath of such office as prescribed by the laws of the
United States. No person elected or appointed a director of this association
shall exercise the functions of such office until he has taken such oath.
Section 2.5. Honorary Directors. There may not be more than five honorary
directors of the association who shall be entitled to attend meetings of the
board and take part in its proceedings but without the right to vote. Honorary
directors shall be appointed at the annual meeting of the board of directors to
hold office until the next annual meeting provided, however, that the board may
at any regularly constituted meeting between annual meetings of the board of
directors appoint honorary directors within the limitations imposed by this
bylaw.
Section 2.6. Vacancies. Any vacancies occurring in the board of directors for
any reason, including an increase in the number thereof, may be filled, in
accordance with the laws of the United States, by appointment by the remaining
directors, and any director so appointed shall hold office until the next
annual meeting and until his successor is elected and has qualified.
-2-
<PAGE>
Section 2.7. Organization Meeting. The annual meeting of the board of
directors shall be held at the main office of the association to organize the
new board and appoint committees of the board and officers of the association
for the succeeding year, and for transacting such other business as properly
may come before the meeting. Such meeting shall be held on the day of the
election of directors or as soon thereafter as practicable, and, in any event,
within 30 days thereof. If, at the time fixed for such meeting, there shall
not be a quorum, the directors present may adjourn the meeting, from time to
time, until a quorum is obtained.
Section 2.8. Regular Meetings. The regular meetings of the board of directors
shall be held, without notice, at the main office, or at such other place as
has been duly authorized by the board, on such day and at such time as the
board shall determine. When any regular meeting of the board falls upon a
holiday, the meeting shall be held on the next banking business day unless the
board shall designate another day.
Section 2.9. Special Meetings. Special meetings of the board of directors may
be called by the chairman, the president, or at the request of seven or more
directors. Each member of the board of directors shall be given notice stating
the time and place by telegram, letter, or in person, of each special meeting.
Section 2.10. Quorum. A majority of the members of the board shall constitute
a quorum at any meeting. If the number of directors is reduced below the
number that would constitute a quorum, no business may be transacted, except
selecting directors to fill vacancies in conformance with these bylaws. If a
quorum is present, the board of directors may take action through the vote of a
majority of the directors who are in attendance.
Section 2.11. Record Time. The board of directors may fix a day and hour, not
exceeding fifty (50) days preceding the date fixed for the payment of any
dividend or for any meeting of the shareholders as a record time for the
determination of shareholders entitled to receive such dividend, or as the time
as of which shareholders entitled to notice of and to vote at such meeting
shall be determined, as the case may be, and only shareholders of record at the
time so fixed shall be entitled to receive such dividend or to notice of and to
vote at such meeting.
Section 2.12. Fees. All directors other than directors who are officers of the
association or its affiliates shall be entitled to reasonable fees for their
services as such directors and as members of committees of the board, said fees
to be fixed by vote of the board.
ARTICLE III
COMMITTEES OF THE BOARD
Section 3.1. Executive Committee. The board of directors may establish an
executive committee consisting of the chairman, not less than five directors,
not officers, who are appointed by the board, and such other directors as the
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<PAGE>
board may appoint. The board shall designate the chairman thereof. The
Executive Committee shall possess and may exercise such powers as are provided
in these bylaws and all other delegable powers of the board and shall meet at
the call of any member thereof. All action of said committee shall be reported
to the board at the next regular board meeting thereafter. Four members of the
Committee, of whom not less than three shall be directors who are not officers,
shall be necessary to constitute a quorum.
Section 3.2. Loan and Investment Committee. The board of directors shall
establish a loan and investment committee consisting of the chairman, the
president, not less than four directors, not officers, who are appointed by the
board, and such other directors as the board may appoint. The committee shall
ensure that the association's credit and investment policies are adequate and
that lending and investment activities are conducted in accordance with the
association's policies and with applicable laws and regulations. The committee
shall exercise oversight and receive reports with respect to lending activities
and credit risk management. The committee shall also exercise oversight and
receive reports with respect to the association's securities portfolio and
securities portfolio activities to ensure appropriate portfolio
diversification, asset quality, liquidity, and profitability. The committee
shall also have oversight responsibilities with respect to the association's
investment policy, liquidity policy, liquidity contingency planning and
interest rate risk exposure. All action by the committee shall be reported to
the board at the next regular board meeting thereafter. Four members of the
committee, of whom not less than two shall be directors who are not officers,
shall be necessary to constitute a quorum.
Section 3.3. Trust Committee. The board of directors shall establish a trust
committee consisting of the president and not less than four directors, not
officers, who are appointed by the board and such other directors as the board
may appoint. The trust committee shall have authority, between meetings of the
board, to discharge the responsibilities of the association with respect to the
exercise of fiduciary powers, except as the board may by resolution or other
appropriate action otherwise from time to time determine. All action by said
committee shall be reported to the board at the next regular board meeting
thereafter. Four members of the trust committee, of whom at least two shall be
directors who are not officers, shall be necessary to constitute a quorum.
Section 3.4. Audit Committee. The audit committee of Shawmut National
Corporation, no member of whom is an officer of the association, is designated
to oversee the audit affairs of the association. Members of the association's
board of directors, none of whom may be officers of the association, may serve
on the audit committee of Shawmut National Corporation. In addition, the board
may, from time to time, appoint an audit committee consisting of not less than
four members of the board, no one of whom shall be an executive officer of the
association, to perform such audit functions as may be assigned by the board.
The duty of the audit committee shall be to examine at least once during each
calendar year and within 15 months of the last examination of affairs of the
association or cause suitable examination to be made by auditors responsible
only to the board of directors and to report the result of such examination in
writing to the board at the next regular meeting
-4-
<PAGE>
thereafter. Such report shall state whether the association is in a sound
condition, whether fiduciary powers have been administered according to law and
sound fiduciary principles, whether adequate internal controls and procedures
are being maintained, and shall recommend to the board of directors such
changes in the manner of conducting the affairs of the association as shall be
deemed advisable.
Section 3.5. Community Affairs Committee. The board of directors shall
establish a community affairs committee consisting of not less than four
directors and such other persons as shall be appointed by the board. The
community affairs committee shall oversee compliance by the association with
the policies and provisions of the Community Reinvestment Act of 1978, as
amended; shall establish and supervise policies relating to voluntary corporate
contributions and other matters of business and community conduct, all as the
board or the chairman may from time to time specify or request. All actions by
said committee shall be reported to the board at the next regular board meeting
thereafter. Three members of the committee, of whom at least two shall be
directors who are not officers, shall be necessary to constitute a quorum.
Section 3.6. Substitute Committee Members. In the case of the absence of any
member of any committee of the board from any meeting of such committee, the
directors who are not officers and are present at such meeting, or the senior
officer present if no such directors are there, may designate a substitute to
serve in lieu of such absent member. Such substitute need not be a director
unless such absent member is a director, but in any case when the board of
directors shall have designated one or more alternate members for such
committee, the substitute shall be selected from such of said alternates as are
then available.
Section 3.7. Additional Committees. The board of directors may by resolution
designate one or more additional committees, each consisting of two or more of
the directors. Any such additional committee shall have and may exercise such
powers as the board may from time to time prescribe for furthering the business
and affairs of the association.
ARTICLE IV
WAIVER OF NOTICE; WRITTEN CONSENT; PARTICIPATION BY TELEPHONE
Section 4.1. Waiver of Notice. Notice of the time, place and purpose of any
regular meeting of the board of directors or a committee thereof may be waived
in writing by any director or member of such committee, as the case may be,
either before or after such meeting. Attendance in person at a meeting of the
board of directors or a committee thereof shall be deemed to constitute a
waiver of notice thereof.
Section 4.2. Written Consent. Unless otherwise restricted by the articles of
association or these bylaws, any action required or permitted to be taken at
any meeting of the board of directors or a committee thereof may be taken
without a meeting if a consent in writing, setting forth the action to so be
-5-
<PAGE>
taken, shall be signed before or after such action by all of the directors, or
all of the members of a committee thereof, as the case may be. Such written
consent shall be filed with the records of the association.
Section 4.3. Participation by Telephone. One or more directors may participate
in a meeting of the board of directors, of a committee of the board, or of the
shareholders, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in this manner shall constitute presence in person
at such meeting.
ARTICLE V
OFFICERS AND EMPLOYEES
Section 5.1. Officers. The officers of the association shall consist of a
chairman, a president, one or more vice chairmen, one or more executive vice
presidents, one or more senior vice presidents, one or more vice presidents, a
secretary, an auditor and such other officers as may be appropriate for the
prompt and orderly transaction of the business of the association. Any officer
may hold more than one office, except that the chairman and president may not
also serve as secretary. The chairman, the president, any vice chairman, and
the auditor shall be elected annually by the board of directors to serve for
one year and until his successor is elected and qualifies. All other officers
shall be appointed to hold office during the pleasure of the board, which may
in its discretion delegate the authority to appoint and remove any officer or
officers (other than the auditor) below the ranks of president and vice
chairman.
Section 5.2. Chairman. The chairman shall preside or designate the presiding
officer at all meetings of the board of directors and shareholders. The
chairman shall be the chief executive officer of the association unless
otherwise designated by the board, and may have and exercise such further
powers and duties as from time to time may be conferred upon or assigned to the
chairman by the board of directors. The chairman may establish advisory
committees for any branch, region, or division of the association to advise on
the affairs of such branch, region, or division; provided that such advisory
committee members shall not attend meetings of the board of directors or any
committee thereof, and shall not participate in the management of the
association. If at any time the office of chairman shall be vacant, the powers
and duties of that office shall devolve upon the president; if the office of
president shall be vacant, the powers and duties of that office shall devolve
upon the chairman; and if the office of the chairman and president are vacant,
the board shall designate one or more officers of the association to perform
the duties of chairman until such time as a new chairman is appointed.
Section 5.3. President. The president shall have general executive powers and
may also have and exercise such further powers and duties as may be conferred
upon or assigned by the board or the chairman.
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<PAGE>
Section 5.4. Vice Chairman. Each Vice Chairman shall perform such duties as
may be assigned from time to time by the board of directors or the chairman.
Section 5.5. Secretary. The secretary of the association, or other designated
officer of the association, shall keep accurate minutes of all meetings of the
board of directors; shall attend to the giving of all notices required by these
bylaws; shall be custodian of the corporate seal, records, documents and papers
of the association; shall provide for the keeping of proper records of all
transactions of the association; shall have and may exercise any and all other
powers and duties pertaining by law, regulation or practice, or imposed by the
bylaws; and shall also perform such other duties as may be assigned from time
to time, by the board of directors or the chairman.
Section 5.6. Auditor. The general auditor of the association, or his designee,
shall be the officer in charge of auditing. Said officer shall be responsible
for the conduct of a program of continuous audits of the association and all of
its departments and shall make, or cause to be made, further examinations as he
deems necessary or are required from time to time by the responsible audit
committee or the board. Said officer shall report the results of audit
activities periodically to the responsible audit committee or the board.
Section 5.7. Other Officers. All other officers shall perform such duties and
exercise such powers as shall pertain to their respective offices, or as shall
be imposed by law, or as may be conferred upon, or assigned to them by the
board of directors or the chairman.
Section 5.8. Resignation. An officer may resign at any time by delivering
notice to the association. A resignation is effective when the notice is given
unless the notice specifies a later effective date.
ARTICLE VI
SIGNING AUTHORITY
Section 6.1. Signing Authority. Each officer of this association, excluding
the auditor and each other officer whose primary duties are auditing in nature,
shall have authority for and on behalf of this association to execute, deliver,
sign and endorse checks, drafts, pledges, certificates, receipts for money,
warehouse receipts, bills of lading or similar documents, contracts arising in
the ordinary course of the business of the association, bankers' acceptances
made by the association, commercial credits of the association, securities and
property received in trust or for deposit, proxies to vote stock held by the
association in any capacity, petitions, foreclosures and other deeds, powers,
leases, assignments, discharges, releases, extensions, purchase agreements,
conveyances, and other written instruments pertaining to real estate or
interest therein and, where indicated, to affix the corporate seal of the
association to any of the foregoing; to guarantee and witness signatures upon
securities, documents or other written
-7-
<PAGE>
instruments; to purchase, sell, assign, pledge or transfer funds or other
securities of the association or within its control as a fiduciary; and,
subject to the approval of such officer or committee as the board may
designate, to accept trusts and appointments and to execute trust indentures
and any other instruments establishing trusts or making appointments. Each
officer at the level of senior vice president or above, shall be empowered to
authorize another person or persons, whether or not such other person or
persons are officers or employees of the association, to sign or endorse any of
the foregoing documents on behalf of the association in a particular
transaction; but such officer shall by signed entry personally note the fact of
such authorization on the records of the association relating to such
transaction. The officer in charge of the international division of the
association, or in his absence his designee, shall be empowered to authorize
another person or persons, whether or not such other person or persons are
officers or employees of the association, to execute documents and do such
other acts and things as may be required in connection with a particular loan
or extension of credit, proceeding before a court or other judicial or
administrative body, or other transaction; but such officer shall by signed
entry personally note the fact of such authorization on the records of the
association relating to such act or transaction. Any one officer at the level
of senior vice president or above shall have authority for and on behalf of the
association to borrow money. The chairman, the president, any vice chairman,
any executive vice president, and the senior vice president or other officer in
charge of investment administration or such other officers as may be designated
by the chairman may each, acting singly, authorize borrowings and request
advances from any Federal Reserve Bank or any Federal Home Loan Bank, as the
case may be, and may agree with said bank upon appropriate terms and collateral
for such transactions. The officers and other employees of the association
shall have such further signature powers as may be specified by the board of
directors or by the chairman or his designee.
ARTICLE VII
STOCK AND STOCK CERTIFICATES
Section 7.1. Transfers. Shares of stock shall be transferable on the books of
the association, and a transfer book shall be kept in which all transfers of
stock shall be recorded. Every person becoming a shareholder by such transfer
shall in proportion to his or her shares, succeed to all rights of the prior
holder of such shares. The board of directors may impose conditions upon the
transfer of the stock reasonably calculated to simplify the work of the
association with respect to stock transfer, voting shareholder meetings, and
related matters and to protect it against fraudulent transfer.
Section 7.2. Stock Certificates. Certificates of stock shall bear the
signature of the chairman or president (which may be engraved, printed or
impressed), and shall be signed manually or by facsimile process by the
secretary or assistant secretary, and the seal of the association shall be
engraved thereon. Each certificate shall recite on its face that the stock
represented thereby is transferable only upon the books of the association
properly endorsed.
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<PAGE>
ARTICLE VIII
CORPORATE SEAL
Section 8. Corporate Seal. The board of directors shall provide a seal for
the association. The secretary shall have custody thereof and may designate
such other officers as may have counterparts.
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 9.1. Fiscal Year. The fiscal year of the association shall be the
calendar year.
Section 9.2. Records. The articles of association, the bylaws and the
proceedings of all meetings of the shareholders, the board of directors, and
standing committees of the board, shall be recorded in appropriate minute books
provided for that purpose. The minutes of each meeting shall be signed by the
secretary or other officer appointed to act as secretary of the meeting.
ARTICLE X
BYLAWS
Section 10. Amendments. These bylaws may be altered, amended, or added to or
repealed by a vote of a majority of the members of the board then in office at
any meeting, provided that notice thereof shall have been given in the notice
of such meeting.
A true copy
Attest:
Secretary/Assistant Secretary
---------------------------------------
Dated at , as of .
--------------------------------------- ----------------------
Revision of January 11, 1993
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<PAGE>
EXHIBIT 5
CONSENT OF THE TRUSTEE
REQUIRED BY SECTION 321(b)
OF THE TRUST INDENTURE ACT OF 1939
The undersigned, as Trustee under the Indenture to be entered into between
Heller Financial, Inc. and Shawmut Bank Connecticut,
National Association, as Trustee, does hereby consent that, pursuant to Section
321(b) of the Trust Indenture Act of 1939, reports of examinations with respect
to the undersigned by Federal, State, Territorial or District authorities may
be furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
SHAWMUT BANK CONNECTICUT,
NATIONAL ASSOCIATION,
as Trustee
By /s/ KATHY A. LARIMORE
-------------------------------
Its: Assistant Vice President
Dated: June 9, 1995
<PAGE>
EXHIBIT 6
<TABLE>
<S> <C>
Board of Governors of the Federal Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance Corporation
OMB Number: 3064-0052
Office of the Comptroller of the Currency
OMB Number: 1557-0081
FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL Expires July 31, 1995
-----------------------------------------------------------------------------------------------------------------------------
Please refer to page i, / 1 /
[LOGO] Table of Contents, for
the required disclosure
of estimated burden.
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR
A BANK WITH DOMESTIC AND FOREIGN OFFICES--FFIEC 031
(941231)
REPORT AT THE CLOSE OF BUSINESS MARCH 31, 1995 -----------
(RCRI 9999)
This report is required by law: 12 U.S.C. Section 324 (State member banks);
12 U.S.C. Section 1817 (State nonmember banks); and 12 U.S.C. Section 161
(National banks).
This report form is to be filed by banks with branches and consolidation
subsidiaries in U.S. territories and possessions, Edge or Agreement
subsidiaries, foreign branches, consolidated foreign subsidiaries, or
International Banking Facilities.
--------------------------------------------------------------------------------
NOTE: The Reports of Condition and Income must be signed by an authorized
officer and the Report of Condition must be attested to by not less than two
directors (trustees) for State nonmember banks and three directors for State
member and National banks.
I, Susan E. Lester, E.V.P. and C.F.O.
-----------------------------------------------------------------------------
Name and Title of Officer Authorized to Sign Report
of the named bank do hereby declare that these Reports of Condition and
Income (including the supporting schedules) have been prepared in conformance
with the instructions issued by the appropriate Federal regulatory authority
and are true to the best of my knowledge and belief.
/s/ SUSAN E. LESTER
--------------------------------------------------------------------------------
Signature of Officer Authorized to Sign Report
April 30, 1995
--------------------------------------------------------------------------------
Date of Signature
The Reports of Condition and Income are to be prepared in accordance with
Federal regulatory authority instructions. NOTE: These instructions may in
some cases differ from generally accepted accounting principles.
We, the undersigned directors (trustees), attest to the correctness of this
Report of Condition (including the supporting schedules) 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 appropriate Federal
regulatory authority and is true and correct.
/s/ GUNNAR S. OVERSTROM
--------------------------------------------------------------------------------
Director (Trustee)
/s/ JOEL B. ALVORD
--------------------------------------------------------------------------------
Director (Trustee)
/s/ DAVID L. EYLES
--------------------------------------------------------------------------------
Director (Trustee)
--------------------------------------------------------------------------------
<PAGE>
FOR BANKS SUBMITTING HARD COPY REPORT FORMS:
STATE MEMBER BANKS: Return the original and one copy to the appropriate Federal
Feserve District Bank.
STATE NONMEMBER BANKS: Return the original only in the special return address
envelope provided. If express mail is used in lieu of the special return address
envelope, return the original only to the FDIC, c/o Quality Data Systems, 2127
Espey Court, Crofton, MD 21114.
NATIONAL BANKS: Return the original only in the special return address envelope
provided. If express mail is used in lieu of the special return address
envelope, return the original only to the FDIC, c/o Quality Data Systems, 2127
Espey Court, Crofton, MD 21114.
<TABLE>
<CAPTION>
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<S> <C>
___ ___
FDIC Certificate Number | | | | | | | |
______________________ CALL NO. 190 31 12-31-94
(RCRI 9060)
CERT: 02499 10582 STBK 09-0590
SHAWMUT BANK CONNECTICUT, NATIONAL A
777 MAIN STREET
HARTFORD, CT 06115
| |
___ ___
<FN>
Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency
</TABLE>
<PAGE>
FFIEC 031
Page i
/2/
Consolidated Reports of Condition and Income for
A Bank With Domestic and Foreign Offices
________________________________________________________________________________
TABLE OF CONTENTS
SIGNATURE PAGE Cover
REPORT OF INCOME
Schedule RI--Income Statement...........................................RI-1,2,3
Schedule RI-A--Changes in Equity Capital....................................RI-3
Schedule RI-B--Charge-offs and Recoveries and
Changes in Allowance for Loan and Lease
Losses..................................................................RI-4,5
Schedule RI-C--Applicable Income Taxes by
Taxing Authority..........................................................RI-5
Schedule RI-D--Income from
International Operations..................................................RI-6
Schedule RI-E--Explanations...............................................RI-7,8
REPORT OF CONDITION
Schedule RC--Balance Sheet................................................RC-1,2
Schedule RC-A--Cash and Balances Due
From Depository Institutions..............................................RC-3
Schedule RC-B--Securities.................................................RC-4,5
Schedule RC-C--Loans and Lease Fianancing
Receivables:
Part I. Loans and Leases..............................................RC-6,7
Part II. Loans to Small Businesses and
Small Farms (included in the forms for
June 30 only).....................................................RC-7a,7b
Schedule RC-D--Trading Assets and Liabilities
(to be completed only by selected banks)..................................RC-8
Schedule RC-E--Deposit Liabilities.......................................RC-9,10
Schedule RC-F--Only Assets.................................................RC-11
Schedule RC-G--Other Liabilities...........................................RC-11
Schedule RC-H--Selected Balance Sheet Items for
Domestic Offices.........................................................RC-12
Schedule RC-I--Selected Assets and Liabilities
of IBF's.................................................................RC-13
Schedule RC-K--Quarterly Averages..........................................RC-13
Schedule RC-L--Off-Balance Sheet Items..................................RC-14,15
Schedule RC-M--Memoranda................................................RC-16,17
Schedule RC-N--Past Due and Nonaccrual Loans,
Leases, and Other Assets..............................................RC-18,19
Schedule RC-O--Other Data for Deposit
Insurance Assessments.................................................RC-20,21
Schedule RC-R--Risk-Based Captial.......................................RC-22,23
Optional Narrative Statement Concerning the
Amounts Reported in the Reports of
Conditions and Income....................................................RC-24
Special Report (TO BE COMPLETED BY ALL BANKS)
Schedule RC-J--Repricing Opportunities (sent only to
and to be completed only by savings banks)
<PAGE>
DISCLOSURE OF ESTIMATED BURDEN
The estimated average burden associated with this information collection is
30.7 hours per respondent and is estimated to vary from 15 to 200 hours per
response, depending on individual circumstances. Burden estimates include the
time for reviewing instructions, gathering and maintaining data in the required
form, and completing the information collection, but exclude the time for
compiling and maintaining business records in the normal course of a
respondent's activities. Comments concerning the accuracy of this burden
estimate and suggestions for reducing this burden should be directed to the
Office of Information and Regulatory Affairs. Office of Management and Budget,
Washington, D.C. 20503, and to one of the following:
Secretary
Board of Governors of the Federal Reserve System
Washington, D.C. 20551
Legislative and Regulatory Analysis Division
Office of the Comptroller of the Currency
Washington, D.C. 20219
Assistant Executive Secretary
Federal Deposit Insurance Corporation
Washington, D.C. 20429
For information or assistance, national and state nonmember banks should
contact the FDIC's Call Reports Analysis Unit, 550 17th Street, NW, Washington,
D.C. 20429, toll free on (800)688-FDIC (3342), Monday through Friday between
8:00 a.m. and 5:00 p.m., Eastern time. State member banks should contact their
Federal Reserve District Bank.
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RI-1
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Consolidated Report of Income
for the period January 1, 1995-June 30, 1995
All Report of Income schedules are to be reported on a calendar year-to-date basis in thousands of dollars.
Schedule RI--Income Statement
__________
| I480 |
____________ ________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
_______________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Interest income: | ////////////////// |
a. Interest and fee income on loans: | ////////////////// |
(1) In domestic offices: | ////////////////// |
(a) Loans secured by real estate ................................................... | 4011 196,681 | 1.a.(1)(a),
(b) Loans to depository institutions ............................................... | 4019 565 1.a.(1)(b)
(c) Loans to finance agricultural production and other loans to farmers ............ | 4024 152 | 1.a.(1)(c)
(d) Commercial and industrial loans ................................................ | 4012 222,919 | 1.a.(1)(d)
(e) Acceptances of other banks ..................................................... | 4026 57 | 1.a.(1)(e)
(f) Loans to individuals for household, family, and other personal expenditures: | ////////////////// |
(1) Credit cards and related plans ............................................. | 4054 526 | 1.a.(1)(f)(1)
(2) Other ...................................................................... | 4055 25,018 | 1.a.(1)(f)(2)
(g) Loans to foreign governments and official institutions ......................... | 4056 0 | 1.a.(1)(g)
(h) Obligations (other than securities and leases) of states and political | ////////////////// |
subdivisions in the U.S.: | ////////////////// |
(1) Taxable obligations ........................................................ | 4011 33 | 1.a.(1)(h)(1)
(2) Tax-exempt obligations ..................................................... | 4019 1,334 | 1.a.(1)(h)(2)
(i) All other loans in domestic offices ............................................ | 4024 31,078 | 1.a.(1)(i)
(2) In foreign offices, Edge and Agreement subsidiaries, and IBFs ...................... | 4059 0 | 1.a.(2)
b. Income from lease financing receivables: | ////////////////// |
(1) Taxable leases ..................................................................... | 4505 542 | 1.b.(1)
(2) Tax-exempt leases .................................................................. | 4307 0 | 1.b.(2)
c. Interest income on balances due from depository institutions:(1) | ////////////////// |
(1) In domestic offices ................................................................ | 4105 5 | 1.c.(1)
(2) In foreign offices, Edge and Agreement subsidiaries, and IBFs ...................... | 4106 2,573 | 1.c.(2)
d. Interest and dividend income on securities: | ////////////////// |
(1) U.S. Treasury securities and U.S. Government agency and corporation obligations .... | 4027 110,475 | 1.d.(1)
(2) Securities issued by states and political subdivisions in the U.S.: | ////////////////// |
(a) Taxable securities ............................................................. | 4506 0 | 1.d.(2)(a)
(b) Tax-exempt securities .......................................................... | 4507 1 | 1.d.(2)(b)
(3) Other domestic debt securities ..................................................... | 3657 32,831 | 1.d.(3)
(4) Foreign debt securities ............................................................ | 3658 107 | 1.d.(4)
(5) Equity securities (including investments in mutual funds) .......................... | 3659 2,652 | 1.d.(5)
e. Interest income from assets held in trading accounts ................................... | 4069 0 | 1.e.
______________________
<FN>
____________
(1) Includes interest income on time certificates of deposit not held in trading accounts.
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RI-2
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RI--Continued
________________
Dollar Amounts in Thousands | Year-to-date |
___________________________________________________________________________________ ______________
<S> <C> <C>
1. Interest income (continued) | RIAD Bil Mil Thou |
f. Interest income on federal funds sold and securities purchased | ////////////////// |
under agreements to resell in domestic offices of the bank and of | ////////////////// |
its Edge and Agreement subsidiaries, and in IBFs .................... | 4020 7,122 | 1.f.
g. Total interest income (sum of items 1.a through 1.f) ................ | 4107 634,671 | 1.g.
2. Interest expense: | ////////////////// |
a. Interest on deposits: | ////////////////// |
(1) Interest on deposits in domestic offices: | ////////////////// |
(a) Transaction accounts (NOW accounts, ATS accounts, and | ////////////////// |
telephone and preauthorized transfer accounts) .............. | 4508 5,650 | 2.a.(1)(a)
(b) Nontransaction accounts: | ////////////////// |
(1) Money market deposit accounts (MMDAs) ................... | 4509 10,588 | 2.a.(1)(b)(1)
(2) Other savings deposits .................................. | 4511 24,550 | 2.a.(1)(b)(2)
(3) Time certificates of deposit of $100,000 or more ........ | 4174 51,415 | 2.a.(1)(b)(3)
(4) All other time deposits ................................. | 4512 51,325 | 2.a.(1)(b)(4)
(2) Interest on deposits in foreign offices, Edge and Agreement | ////////////////// |
subsidiaries, and IBFs .......................................... | 4172 24,362 | 2.a.(2)
b. Expense of federal funds purchased and securities sold under | ////////////////// |
agreements to repurchase in domestic offices of the bank and of | ////////////////// |
its Edge and Agreement subsidiaries, and in IBFs .................... | 4180 118,772 | 2.b.
c. Interest on demand notes issued to the U.S. Treasury and on | ////////////////// |
other borrowed money ................................................ | 4185 61,822 | 2.c.
d. Interest on mortgage indebtedness and obligations under | ////////////////// |
capitalized leases .................................................. | 4072 421 | 2.d.
e. Interest on subordinated notes and debentures ....................... | 4200 8,361 | 2.e.
f. Total interest expense (sum of items 2.a through 2.e) ............... | 4073 357,266 | 2.f.
___________________________
3. Net interest income (item 1.g minus 2.f) ............................... | ////////////////// | RIAD 4074 | 277,405 | 3.
___________________________
4. Provisions: | ////////////////// |
___________________________
a. Provision for loan and lease losses ................................. | ////////////////// | RIAD 4230 | 5,448 | 4.a.
b. Provision for allocated transfer risk ............................... | ////////////////// | RIAD 4243 | 0 | 4.b.
___________________________
5. Noninterest income: | ////////////////// |
a. Income from fiduciary activities .................................... | 4070 40,094 | 5.a.
b. Service charges on deposit accounts in domestic offices ............. | 4080 33,150 | 5.b.
c. Trading gains (losses) and fees from foreign exchange transactions .. | 4075 253 | 5.c.
d. Other foreign transaction gains (losses) ............................ | 4076 0 | 5.d.
e. Gains (losses) and fees from assets held in trading accounts ........ | 4077 1,004 | 5.e.
f. Other noninterest income: | ////////////////// |
(1) Other fee income ................................................ | 5407 30,552 | 5.f.(1)
(2) All other noninterest income* ................................... | 5408 37,549 | 5.f.(2)
___________________________
g. Total noninterest income (sum of items 5.a through 5.f) ............. | ////////////////// | RIAD 4079 | 142,602 | 5.g.
6. a. Realized gains (losses) on held-to-maturity securities .............. | ////////////////// | RIAD 3521 | (6) | 6.a.
b. Realized gains (losses) on available-for-sale securities ............ | ////////////////// | RIAD 3196 | 1,640 | 6.b.
___________________________
7. Noninterest expense: | ////////////////// |
a. Salaries and employee benefits ...................................... | 4135 141,766 | 7.a.
b. Expenses of premises and fixed assets (net of rental income) | ////////////////// |
(excluding salaries and employee benefits and mortgage interest) .... | 4217 43,126 | 7.b.
c. Other noninterest expense* .......................................... | 4092 118,992 | 7.c.
___________________________
d. Total noninterest expense (sum of items 7.a through 7.c) ............ | ////////////////// | RIAD 4093 | 303,884 | 7.d.
___________________________
8. Income (loss) before income taxes and extraordinary items and other | ////////////////// |
___________________________
adjustments (item 3 plus or minus items 4.a, 4.b, 5.g, 6.a, 6.b, and 7.d)| ////////////////// | RIAD 4301 | 112,309 | 8.
9. Applicable income taxes (on item 8) .................................... | ////////////////// | RIAD 4302 | 41,981 | 9.
___________________________
10. Income (loss) before extraordinary items and other adjustments | ////////////////// |
___________________________
(item 8 minus 9) ....................................................... | ////////////////// | RIAD 4300 | 70,328 | 10.
_________________________________________________
<FN>
____________
*Describe on Schedule RI-E--Explanations.
</TABLE>
4
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RI-3
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RI--Continued
______________________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
_________________________________________________________________________________________________
<S> <C> <C>
11. Extraordinary items and other adjustments: | ////////////////// |
a. Extraordinary items and other adjustments, gross of income taxes* . | 4310 0 | 11.a.
b. Applicable income taxes (on item 11.a)* ........................... | 4315 0 | 11.b.
c. Extraordinary items and other adjustments, net of income taxes | ////////////////// |
________________________
(item 11.a minus 11.b) ............................................ | ////////////////// | RIAD 4320 | 0 | 11.c.
12. Net income (loss) (sum of items 10 and 11.c) ......................... | ////////////////// | RIAD 4340 | 70,328 | 12.
______________________________________________
</TABLE>
<TABLE>
<CAPTION> __________
__________
______|__I481__|
Memoranda | Year-to-date |
____________________
____________________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
_________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
<S> <C> <C>
1. Interest expense incurred to carry tax-exempt securities, loans, and leases acquired after | ////////////////// |
August 7, 1986, that is not deductible for federal income tax purposes ....................... | 4513 0 | M.1.
2. Fee income from the sale and servicing of mutual funds and annuities in domestic offices | ////////////////// |
(included in Schedule RI, item 5.g) .......................................................... | 8431 0 | M.2.
3. Estimated foreign tax credit included in applicable income taxes, items 9 and 11.b above ..... | 4309 0 | M.3.
4. To be completed only by banks with $1 billion or more in total assets: | ////////////////// |
Taxable equivalent adjustment to "Income (loss) before income taxes and extraordinary | ////////////////// |
items and other adjustments" (item 8 above) .................................................. | 1244 920 | M.4.
5. Number of full-time equivalent employees on payroll at end of current period (round to | //// Number |
nearest whole number) ........................................................................ | 4150 5,350 | M.5.
6. Not applicable | ////////////////// |
7. If the reporting bank has restated its balance sheet as a result of applying push down | //// MM DD YY |
accounting this calendar year, report the date of the bank's acquisition ..................... | 9106 00/00/00 |
8. Trading revenue (from cash instruments and off-balance sheet derivative instruments) | ////////////////// | M.7.
(included in schedule RI, items 5.c and 5.e): | //// Bil Mil Thou |
a. Interest rate esposures ................................................................... | 8757 20 | M.8.a.
b. Foreign exchange exposures ................................................................ | 8758 65 | M.8.b.
c. Equity security and index exposures ....................................................... | 8759 0 | M.8.c.
d. Commodity and other exposures ............................................................. | 8760 0 | M.8.d.
9. Impact on income of off-balance sheet derivatives held for purposes other than trading: | ////////////////// |
a. Net increase (decrease) to interest income..................................................| 8761 0 | M.9.a.
b. Net (increase) decrease to interest expense ................................................| 8762 (12,993)| M.9.b.
c. Other (noninterest) allocations ............................................................| 8763 (25) | M.9.c.
</TABLE>
____________
*Describe on Schedule RI-E--Explanations.
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RI-3
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RI-A--Changes in Equity Capital
Indicate decreases and losses in parentheses. _________
| I483 |
_____________________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
______________________________________________________________________________________________________|____________________|
<S> <C> <C>
1. Total equity capital originally reported in the December 31, 1994, Reports of Condition | ////////////////// |
and Income ...................................................................................... | 3215 1,236,358 | 1.
2. Equity capital adjustments from amended Reports of Income, net* ................................. | 3216 0 | 2.
3. Amended balance end of previous calendar year (sum of items 1 and 2) ............................ | 3217 1,236,358 | 3.
4. Net income (loss) (must equal Schedule RI, item 12) ............................................. | 4340 70,328 | 4.
5. Sale, conversion, acquisition, or retirement of capital stock, net .............................. | 4346 125,000 | 5.
6. Changes incident to business combinations, net .................................................. | 4356 0 | 6.
7. LESS: Cash dividends declared on preferred stock ................................................ | 4470 0 | 7.
8. LESS: Cash dividends declared on common stock ................................................... | 4460 5,487 | 8.
9. Cumulative effect of changes in accounting principles from prior years* (see instructions | ////////////////// |
for this schedule) .............................................................................. | 4411 0 | 9.
10. Corrections of material accounting errors from prior years* (see instructions for this schedule) | 4412 0 | 10.
11. Change in net unrealized holding gains (losses) on available-for-sale securities ................ | 8433 20,605 | 11.
12. Foreign currency translation adjustments ........................................................ | 4414 0 | 12.
13. Other transactions with parent holding company* (not included in items 5, 7, or 8 above) ........ | 4415 30,000 | 13.
14. Total equity capital end of current period (sum of items 3 through 13) (must equal Schedule RC, | ////////////////// |
item 28) ........................................................................................ | 3210 1,476,804 | 14.
______________________
<FN>
____________
*Describe on Schedule RI-E--Explanations.
</TABLE>
<TABLE>
<CAPTION>
Schedule RI-B--Charge-offs and Recoveries and Changes
in Allowance for Loan and Lease Losses
Part I. Charge-offs and Recoveries on Loans and Leases
Part I excludes charge-offs and recoveries through
the allocated transfer risk reserve.
__________
| I486 |
_________________________________ ________
| (Column A) | (Column B) |
| Charge-offs | Recoveries |
____________________ ____________________
| Calendar year-to-date |
_________________________________________
Dollar Amounts in Thousands | RIAD Bil Mil Thou | RIAD Bil Mil Thou |
______________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
1. Loans secured by real estate: | ////////////////// | ////////////////// |
a. To U.S. addressees (domicile) ......................................... | 4651 39,341 | 4661 7,040 | 1.a.
b. To non-U.S. addressees (domicile) ..................................... | 4652 0 | 4662 0 | 1.b.
2. Loans to depository institutions and acceptances of other banks: | ////////////////// | ////////////////// |
a. To U.S. banks and other U.S. depository institutions .................. | 4653 0 | 4663 0 | 2.a.
b. To foreign banks ...................................................... | 4654 0 | 4664 0 | 2.b.
3. Loans to finance agricultural production and other loans to farmers ...... | 4655 12 | 4665 0 | 3.
4. Commercial and industrial loans: | ////////////////// | ////////////////// |
a. To U.S. addressees (domicile) ......................................... | 4645 3,014 | 4617 2,299 | 4.a.
b. To non-U.S. addressees (domicile) ..................................... | 4646 0 | 4618 0 | 4.b.
5. Loans to individuals for household, family, and other personal | ////////////////// | ////////////////// |
expenditures: | ////////////////// | ////////////////// |
a. Credit cards and related plans ........................................ | 4656 312 | 4666 234 | 5.a.
b. Other (includes single payment, installment, and all student loans) ... | 4657 1,669 | 4667 1,194 | 5.b.
6. Loans to foreign governments and official institutions ................... | 4643 0 | 4627 0 | 6.
7. All other loans .......................................................... | 4644 1,001 | 4628 88 | 7.
8. Lease financing receivables: | ////////////////// | ////////////////// |
a. Of U.S. addressees (domicile) ......................................... | 4658 0 | 4668 0 | 8.a.
b. Of non-U.S. addressees (domicile) ..................................... | 4659 0 | 4669 0 | 8.b.
9. Total (sum of items 1 through 8) ......................................... | 4635 45,349 | 4605 10,855 | 9.
___________________________________________
</TABLE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RI-5
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RI-B--Continued
Part I. Continued
Memoranda
_________________________________ ________
| (Column A) | (Column B) |
| Charge-offs | Recoveries |
____________________ ____________________
| Calendar year-to-date |
_________________________________________
Dollar Amounts in Thousands | RIAD Bil Mil Thou | RIAD Bil Mil Thou |
______________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
1-3. Not applicable | ////////////////// | ////////////////// |
4. Loans to finance commercial real estate, construction, and land | ////////////////// | ////////////////// |
development activities (not secured by real estate) included in | ////////////////// | ////////////////// |
Schedule RI-B, part I, items 4 and 7, above .............................. | 5409 1,648 | 5410 256 | M.4.
5. Loans secured by real estate in domestic offices (included in | ////////////////// | ////////////////// |
Schedule RI-B, part I, item1, above): | ////////////////// | ////////////////// |
a. Construction and land development ..................................... | 3582 4,129 | 3583 685 | M.5.a.
b. Secured by farmLand ................................................... | 3584 65 | 3585 0 | M.5.b.
______________________
c. Secured by 1-4 family residential properties: | ////////////////// | ////////////////// |
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
(1) Revolving, open-end loans secured by 1-4 family residential | ////////////////// | ////////////////// |
properties and extended under lines of credit ..................... | 5411 688 | 5412 41 | M.5.c.(1)
<C> <C>
(2) All other loans secured by 1-4 family residential properties ...... | 5413 9,480 | 5414 1,701 | M.5.c.(2)
d. Secured by multifamily (5 or more) residential properties ............. | 3588 3,762 | 3589 933 | M.5.d.
e. Secured by nonfarm nonresidential properties .......................... | 3590 21,217 | 3591 3,680 | M.5.e.
|_________________________________________|
Part II. Changes in Allowance for Loan and Lease Losses
_____________________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
1. Balance originally reported in the December 31, 1994, Reports of Condition and Income ......... | 3124 283,800 | 1.
2. Recoveries (must equal part I, item 9, column B above) ........................................ | 4605 10,855 | 2.
3. LESS: Charge-offs (must equal part I, item 9, column A above) ................................. | 4635 45,349 | 3.
4. Provision for loan and lease losses (must equal Schedule RI, item 4.a)......................... | 4230 5,488 | 4.
5. Adjustments* (see instructions for this schedule) ................................ ............ | 4815 41,743 | 5.
6. Balance end of current period (sum of items 1 through 5) (must equal Schedule RC, | ////////////////// |
item 4.b) ..................................................................................... | 3123 296,497 | 6.
|____________________|
____________
*Describe on Schedule RI-E--Explanations.
Schedule RI-C--Applicable Income Taxes by Taxing Authority
Schedule RI-C is to be reported with the December Report of Income.
| I489 |
____________ ________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Federal ....................................................................................... | 4780 N/A | 1.
2. State and local................................................................................ | 4790 N/A | 2.
3. Foreign ....................................................................................... | 4795 N/A | 3.
4. Total (sum of items 1 through 3) (must equal sum of Schedule RI, items 9 and 11.b) ............ | 4770 N/A | 4.
____________________________
5. Deferred portion of item 4 ........................................ | RIAD 4772 | N/A | ////////////////// | 5.
__________________________________________________
</TABLE>
7
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RI-6
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RI-D--Income from International Operations
For all banks with foreign offices, Edge or Agreement subsidiaries, or IBFs where international operations
account for more than 10 percent of total revenues, total assets, or net income.
Part I. Estimated Income from International Operations
__________
| I492 |
______ ________
| Year-to-date |
______ ______________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
_________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Interest income and expense booked at foreign offices, Edge and Agreement subsidiaries, | ////////////////// |
and IBFs: | ////////////////// |
a. Interest income booked ................................................................... | 4837 N/A | 1.a.
b. Interest expense booked .................................................................. | 4838 N/A | 1.b.
c. Net interest income booked at foreign offices, Edge and Agreement subsidiaries, and IBFs | ////////////////// |
(item 1.a minus 1.b) ..................................................................... | 4839 N/A | 1.c.
2. Adjustments for booking location of international operations: | ////////////////// |
a. Net interest income attributable to international operations booked at domestic offices .. | 4840 N/A | 2.a.
b. Net interest income attributable to domestic business booked at foreign offices .......... | 4841 N/A | 2.b.
c. Net booking location adjustment (item 2.a minus 2.b) ..................................... | 4842 N/A | 2.c.
3. Noninterest income and expense attributable to international operations: | ////////////////// |
a. Noninterest income attributable to international operations .............................. | 4097 N/A | 3.a.
b. Provision for loan and lease losses attributable to international operations ............. | 4235 N/A | 3.b.
c. Other noninterest expense attributable to international operations ....................... | 4239 N/A | 3.c.
d. Net noninterest income (expense) attributable to international operations (item 3.a | ////////////////// |
minus 3.b and 3.c) ....................................................................... | 4843 N/A | 3.d.
4. Estimated pretax income attributable to international operations before capital allocation | ////////////////// |
adjustment (sum of items 1.c, 2.c, and 3.d) ................................................. | 4844 N/A | 4.
5. Adjustment to pretax income for internal allocations to international operations to reflect | ////////////////// |
the effects of equity capital on overall bank funding costs ................................. | 4845 N/A | 5.
6. Estimated pretax income attributable to international operations after capital allocation | ////////////////// |
adjustment (sum of items 4 and 5) ........................................................... | 4846 N/A | 6.
7. Income taxes attributable to income from international operations as estimated in item 6 .... | 4797 N/A | 7.
8. Estimated net income attributable to international operations (item 6 minus 7) .............. | 4341 N/A | 8.
______________________
<CAPTION>
Memoranda ______________________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
_________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Intracompany interest income included in item 1.a above ..................................... | 4847 N/A | M.1.
2. Intracompany interest expense included in item 1.b above .................................... | 4848 N/A | M.2.
______________________
</TABLE>
<TABLE>
<CAPTION>
Part II. Supplementary Details on Income from International Operations Required
by the Departments of Commerce and Treasury for Purposes of the U.S.
International Accounts and the U.S. National Income and Product Accounts
________________
| Year-to-date |
______ ______________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
_________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Interest income booked at IBFs .............................................................. | 4849 N/A | 1.
2. Interest expense booked at IBFs ............................................................. | 4850 N/A | 2.
3. Noninterest income attributable to international operations booked at domestic offices | ////////////////// |
(excluding IBFs): | ////////////////// |
a. Gains (losses) and extraordinary items ................................................... | 5491 N/A | 3.a.
b. Fees and other noninterest income ........................................................ | 5492 N/A | 3.b.
4. Provision for loan and lease losses attributable to international operations booked at | ////////////////// |
domestic offices (excluding IBFs) ........................................................... | 4852 N/A | 4.
5. Other noninterest expense attributable to international operations booked at domestic offices | ////////////////// |
(excluding IBFs) ............................................................................ | 4853 N/A | 5.
______________________
</TABLE>
8
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RI-7
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RI-E--Explanations
Schedule RI-E is to be completed each quarter on a calendar year-to-date basis.
Detail all adjustments in Schedules RI-A and RI-B, all extraordinary items and other adjustments in Schedule RI, and all
significant items of other noninterest income and other noninterest expense in Schedule RI. (See instructions for details.)
__________
| I495 |
______ ________
| Year-to-date |
______ ______________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. All other noninterest income (from Schedule RI, item 5.f.(2)) | ////////////////// |
Report amounts that exceed 10% of Schedule RI, item 5.f.(2): | ////////////////// |
a. Net gains on other real estate owned ..................................................... | 5415 0 | 1.a.
b. Net gains on sales of loans .............................................................. | 5416 0 | 1.b.
c. Net gains on sales of premises and fixed assets .......................................... | 5417 0 | 1.c.
Itemize and describe the three largest other amounts that exceed 10% of | ////////////////// |
Schedule RI, item 5.f.(2): | ////////////////// |
_____________
d. | TEXT 4461 |______________________________________________________________________________| 4461 24,937 | 1.d.
___________ REIMBURSEMENT FROM AFFILIATES
e. | TEXT 4462 |______________________________________________________________________________| 4462 | 1.e.
___________
f. | TEXT 4463 |______________________________________________________________________________| 4463 | 1.f.
_____________
2. Other noninterest expense (from Schedule RI, item 7.c): | ////////////////// |
a. Amortization expense of intangible assets ................................................ | 4531 10,359 | 2.a.
Report amounts that exceed 10% of Schedule RI, item 7.c: | ////////////////// |
b. Net losses on other real estate owned .................................................... | 5418 0 | 2.b.
c. Net losses on sales of loans ............................................................. | 5419 0 | 2.c.
d. Net losses on sales of premises and fixed assets ......................................... | 5420 0 | 2.d.
Itemize and describe the three largest other amounts that exceed 10% of | ////////////////// |
Schedule RI, item 7.c: | ////////////////// |
_____________
e. | TEXT 4464 |______________________________________________________________________________| 4464 18,426 | 2.e.
___________ SFAS NO.88 BENEFIT ADJUSTMENT
f. | TEXT 4467 |______________________________________________________________________________| 4467 | 2.f.
___________
g. | TEXT 4468 |______________________________________________________________________________| 4468 | 2.g.
_____________
3. Extraordinary items and other adjustments (from Schedule RI, item 11.a) and | ////////////////// |
applicable income tax effect (from Schedule RI, item 11.b) (itemize and describe | ////////////////// |
all extraordinary items and other adjustments): | ////////////////// |
_____________
a. (1) | TEXT 4469 |__________________________________________________________________________| 4469 | 3.a.(1)
_____________
(2) Applicable income tax effect | RIAD 4486 | | ////////////////// | 3.a.(2)
_____________ ____________________________
b. (1) | TEXT 4487 |__________________________________________________________________________| 4487 | 3.b.(1)
_____________
(2) Applicable income tax effect | RIAD 4488 | | ////////////////// | 3.b.(2)
_____________ ____________________________
c. (1) | TEXT 4489 |__________________________________________________________________________| 4489 | 3.c.(1)
_____________
(2) Applicable income tax effect | RIAD 4491 | | ////////////////// | 3.c.(2)
____________________________
4. Equity capital adjustments from amended Reports of Income (from Schedule RI-A, | ////////////////// |
item 2) (itemize and describe all adjustments): | ////////////////// |
_____________
a. | TEXT 4492 |______________________________________________________________________________| 4492 | 4.a.
___________
b. | TEXT 4493 |______________________________________________________________________________| 4493 | 4.b.
_____________
5. Cumulative effect of changes in accounting principles from prior years (from | ////////////////// |
Schedule RI-A, item 9) (itemize and describe all changes in accounting principles): | ////////////////// |
_____________
a. | TEXT 4494 |______________________________________________________________________________| 4494 | 5.a.
___________
b. | TEXT 4495 |______________________________________________________________________________| 4495 | 5.b.
_____________
6. Corrections of material accounting errors from prior years (from Schedule RI-A, | ////////////////// |
item 10) (itemize and describe all corrections): | ////////////////// |
_____________
a. | TEXT 4496 |______________________________________________________________________________| 4496 | 6.a.
___________
b. | TEXT 4497 |______________________________________________________________________________| 4497 | 6.b.
_____________
______________________
</TABLE>
9
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RI-8
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RI-E--Continued
________________
| Year-to-date |
______ ______________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
<S> <C> <C>
7. Other transactions with parent holding company (from Schedule RI-A, item 13) | ////////////////// |
(itemize and describe all such transactions): | ////////////////// |
_____________
a. | TEXT 4498 |______________________________________________________________________________| 4498 30,000 | 7.a.
___________
b. | TEXT 4499 |______________________________________________________________________________| 4499 | 7.b.
_____________
8. Adjustments to allowance for loan and lease losses (from Schedule RI-B, part II, | ////////////////// |
item 5) (itemize and describe all adjustments): | ////////////////// |
_____________
a. | TEXT 4521 | GATEWAY SAVINGS BANK POOLING
|______________________________________________________________________________| 4521 41,743 | 8.a.
_____________
b. | TEXT 4522 |______________________________________________________________________________| 4522 | 8.b.
_____________
____________________
9. Other explanations (the space below is provided for the bank to briefly describe, | I498 | I499 |
______________________
at its option, any other significant items affecting the Report of Income):
___
No comment |X| (RIAD 4769)
___
Other explanations (please type or print clearly):
(TEXT 4769)
</TABLE>
10
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-1
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for March 31, 1995
All schedules are to be reported in thousands of dollars. Unless otherwise indicated,
report the amount outstanding as of the last business day of the quarter.
Schedule RC--Balance Sheet
__________
| C400 |
____________ ________
Dollar Amounts in Thousands | RCFD Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
<S> <C> <C>
ASSETS | ////////////////// |
1. Cash and balances due from depository institutions (from Schedule RC-A): | ////////////////// |
a. Noninterest-bearing balances and currency and coin(1) ................................... | 0081 1,053,571 | 1.a.
b. Interest-bearing balances(2) ............................................................ | 0071 75,024 | 1.b.
2. Securities: | ////////////////// |
a. Held-to-maturity securities (from Schedule RC-B, column A) .............................. | 1754 3,753,542 | 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) ............................ | 1773 915,441 | 2.b.
3. Federal funds sold and securities purchased under agreements to resell in domestic offices | ////////////////// |
of the bank and of its Edge and Agreement subsidiaries, and in IBFs: | ////////////////// |
a. Federal funds sold ...................................................................... | 0276 413,000 | 3.a.
b. Securities purchased under agreements to resell ......................................... | 0277 0 | 3.b.
4. Loans and lease financing receivables: ____________________________| ////////////////// |
a. Loans and leases, net of unearned income (from Schedule RC-C) | RCFD 2122 | 11,518,372 | ////////////////// | 4.a.
b. LESS: Allowance for loan and lease losses ................... | RCFD 3123 | 307,439 | ////////////////// | 4.b.
c. LESS: Allocated transfer risk reserve ....................... | RCFD 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 11,633,788 | 4.d.
5. Assets held in trading accounts ............................................................ | 3545 13,927 | 5.
6. Premises and fixed assets (including capitalized leases) ................................... | 2145 178,855 | 6.
7. Other real estate owned (from Schedule RC-M) ............................................... | 2150 3,444 | 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 16,826 | 9.
10. Intangible assets (from Schedule RC-M) ..................................................... | 2143 306,213 | 10.
11. Other assets (from Schedule RC-F) .......................................................... | 2160 643,700 | 11.
12. Total assets (sum of items 1 through 11) ................................................... | 2170 19,007,331 | 12.
______________________
<FN>
____________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
</TABLE>
11
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-2
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC--Continued
___________________________
Dollar Amounts in Thousands | ///////// Bil Mil Thou |
_______________________________________________________________________________________________ _________________________
<S> <C> <C>
LIABILITIES | /////////////////////// |
13. Deposits: | /////////////////////// |
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) ..... | RCON 2200 10,384,484 | 13.a.
____________________________
(1) Noninterest-bearing(1) ................................ | RCON 6631 2,649,156 | /////////////////////// | 13.a.(1)
(2) Interest-bearing ...................................... | RCON 6636 7,735,328 | /////////////////////// | 13.a.(2)
____________________________
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, | /////////////////////// |
part II) .............................................................................. | RCFN 2200 759,822 | 13.b.
____________________________
(1) Noninterest-bearing ................................... | RCFN 6631 0 | /////////////////////// | 13.b.(1)
(2) Interest-bearing ...................................... | RCFN 6636 759,822 | /////////////////////// | 13.b.(2)
____________________________
14. Federal funds purchased and securities sold under agreements to repurchase in domestic | /////////////////////// |
offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: | /////////////////////// |
a. Federal funds purchased ............................................................... | RCFD 0278 1,615,570 | 14.a.
b. Securities sold under agreements to repurchase ........................................ | RCFD 0279 1,335,543 | 14.b.
15. a. Demand notes issued to the U.S. Treasury .............................................. | RCON 2840 888,508 | 15.a.
b. Trading liabilities ................................................................... | RCFD 3548 0 | 15.b.
16. Other borrowed money: | /////////////////////// |
a. With original maturity of one year or less ............................................ | RCFD 2332 1,948,696 | 16.a.
b. With original maturity of more than one year .......................................... | RCFD 2333 123,716 | 16.b.
17. Mortgage indebtedness and obligations under capitalized leases ........................... | RCFD 2910 9,405 | 17.
18. Bank's liability on acceptances executed and outstanding ................................. | RCFD 2920 16,826 | 18.
19. Subordinated notes and debentures ........................................................ | RCFD 3200 249,680 | 19.
20. Other liabilities (from Schedule RC-G) ................................................... | RCFD 2930 198,277 | 20.
21. Total liabilities (sum of items 13 through 20) ........................................... | RCFD 2948 17,530,527 | 21.
| /////////////////////// |
22. Limited-life preferred stock and related surplus ......................................... | RCFD 3282 0 | 22.
EQUITY CAPITAL | /////////////////////// |
23. Perpetual preferred stock and related surplus ............................................ | RCFD 3838 125,000 | 23.
24. Common stock ............................................................................. | RCFD 3230 19,487 | 24.
25. Surplus (exclude all surplus related to preferred stock).................................. | RCFD 3839 955,984 | 25.
26. a. Undivided profits and capital reserves ................................................ | RCFD 3632 384,719 | 26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities ................ | RCFD 8434 (8,386)| 26.b.
27. Cumulative foreign currency translation adjustments ...................................... | RCFD 3284 0 | 27.
28. Total equity capital (sum of items 23 through 27) ........................................ | RCFD 3210 1,476,804 | 28.
29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21, 22, | /////////////////////// |
and 28) .................................................................................. | RCFD 3300 19,007,331 | 29.
___________________________
</TABLE>
<TABLE>
<CAPTION>
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 Number
most comprehensive level of auditing work performed for the bank by independent external __________________
auditors as of any date during 1994 ............................................................... | RCFD 6724 N/A | M.1.
__________________
<S> <C>
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
</TABLE>
[FN]
____________
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
12
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-3
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
Schedule RC-A--Cash and Balances Due From Depository Institutions
Exclude assets held in trading accounts.
<TABLE>
<CAPTION>
__________
| C405 |
_________________________________ ________
| (Column A) | (Column B) |
| Consolidated | Domestic |
| Bank | Offices |
____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCON Bil Mil Thou |
_____________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
1. Cash items in process of collection, unposted debits, and currency and | ////////////////// | ////////////////// |
coin .................................................................... | 0022 634,840 | ////////////////// | 1.
a. Cash items in process of collection and unposted debits .............. | ////////////////// | 0020 457,890 | 1.a.
b. Currency and coin .................................................... | ////////////////// | 0080 176,950 | 1.b.
2. Balances due from depository institutions in the U.S. ................... | ////////////////// | 0082 391,546 | 2.
a. U.S. branches and agencies of foreign banks (including their IBFs) ... | 0083 0 | ////////////////// | 2.a.
b. Other commercial banks in the U.S. and other depository institutions | ////////////////// | ////////////////// |
in the U.S. (including their IBFs) ................................... | 0085 391,546 | ////////////////// | 2.b.
3. Balances due from banks in foreign countries and foreign central banks .. | ////////////////// | 0070 78,554 | 3.
a. Foreign branches of other U.S. banks ................................. | 0073 0 | ////////////////// | 3.a.
b. Other banks in foreign countries and foreign central banks ........... | 0074 78,554 | ////////////////// | 3.b.
4. Balances due from Federal Reserve Banks ................................. | 0090 23,655 | 0090 23,655 | 4.
5. Total (sum of items 1 through 4) (total of column A must equal | ////////////////// | ////////////////// |
Schedule RC, sum of items 1.a and 1.b) .................................. | 0010 1,128,595 | 0010 1,128,595 | 5.
___________________________________________
</TABLE>
<TABLE>
<CAPTION>
______________________
Memorandum Dollar Amounts in Thousands | RCON Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Noninterest-bearing balances due from commercial banks in the U.S. (included in item 2, | ////////////////// |
column B above) .............................................................................. | 0050 391,552 | M.1.
______________________
</TABLE>
Schedule RC-B--Securities
Exclude assets held in trading accounts.
<TABLE>
<CAPTION>
_______
| C410 |
___________________________________________________________________________ ________
| Held-to-maturity | Available-for-sale |
_________________________________________ _________________________________________
| (Column A) | (Column B) | (Column C) | (Column D) |
| Amortized Cost | Fair Value | Amortized Cost | Fair Value(1) |
____________________ ____________________ ____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
______________________________________ ____________________ ____________________ ____________________ ____________________
<S> <C> <C> <C> <C> <C>
1. U.S. Treasury securities ......... | 0211 1,060,119 | 0213 1,035,855 | 1286 246,790 | 1287 239,575 | 1.
2. U.S. Government agency | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
and corporation obligations | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
(exclude mortgage-backed | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
securities): | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
a. Issued by U.S. Govern- | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
ment agencies(2) .............. | 1289 0 | 1290 0 | 1291 0 | 1293 0 | 2.a.
b. Issued by U.S. | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
Government-sponsored | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
agencies(3) ................... | 1294 0 | 1295 0 | 1297 383,771 | 1298 383,709 | 2.b.
_____________________________________________________________________________________
</TABLE>
[FN]
_____________
(1) Includes equity securities without readily determinable fair values at
historical cost in item 6.c, column D.
(2) Includes Small Business Administration "Guaranteed Loan Pool Certificates,"
U.S. Maritime Administration obligations, and Export-Import Bank
participation certificates.
(3) Includes obligations (other than pass-through securities, CMOs, and REMICs)
issued by the Farm Credit System, the Federal Home Loan Bank System, the
Federal Home Loan Mortgage Corporation, the Federal National Mortgage
Association, the Financing Corporation, Resolution Funding Corporation, the
Student Loan Marketing Association, and the Tennessee Valley Authority.
13
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-5
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-B--Continued
_____________________________________________________________________________________
| Held-to-maturity | Available-for-sale |
_________________________________________ _________________________________________
| (Column A) | (Column B) | (Column C) | (Column D) |
| Amortized Cost | Fair Value | Amortized Cost | Fair Value(1) |
____________________ ____________________ ____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
____________________________________ ____________________ ____________________ ____________________ ____________________
<S> <C> <C> <C> <C>
3. Securities issued by states | ////////////////// |/ //////////////// | ////////////////// | ///////////////// |
and political subdivisions | ////////////////// |////////////////// | ////////////////// | ///////////////// |
in the U.S.: | ////////////////// |////////////////// | ////////////////// | ////////// ////// |
a. General obligations ......... | 1676 0 |1677 0 | 1678 46 | 1679 50 | 3.a.
b. Revenue obligations ......... | 1681 0 |1681 0 | 1690 0 | 1691 0 | 3.b.
and similiar obligations ....... | ////////////////// |////////////////// | ////////////////// | ///////////////// |
4. Mortgage-backed: | 1694 0 |1694 0 | 1696 0 | 1697 0 | 3.c.
securities (MBS): | ////////////////// |////////////////// | ////////////////// | ///////////////// |
a. Pass-through securities: | ////////////////// |////////////////// | ////////////////// | ///////////////// |
(1) Guaranteed by of | ////////////////// |////////////////// | ////////////////// | ///////////////// |
GNMA ....................... | 1698 0 |1699 0 | 1701 930 | 1702 930 | 4.a.(1)
(2) Issued by FNMA | ////////////////// |////////////////// | ////////////////// | ///////////////// |
and FHLMC ................. | 1703 1,586,023 |1705 1,576,955 | 1706 0 | 1707 0 | 4.a.(2)
(3) Other pass-through | ////////////////// |////////////////// | ///////////////////| ///////////////// |
secruities ................. | 1709 11,561 |1710 10,696 | 1711 0 | 1713 0 | 4.a.(3)
b. Other mortgage-backed | ////////////////// |////////////////// | ////////////////// | ///////////////// |
securities (include CMO's, | ////////////////// |////////////////// | ////////////////// | ///////////////// |
REMICs, and stripped | ////////////////// |////////////////// | ////////////////// | ///////////////// |
MBS): | ////////////////// |////////////////// | ////////////////// | ///////////////// |
(1) Issued or guaranteed | ////////////////// |////////////////// | ////////////////// | ///////////////// |
by FNMA, FHLMC, | ////////////////// |////////////////// | ////////////////// | ///////////////// |
or GNMA ............... | 1714 84,833 |1715 85,470 | 1716 0 | 1717 0 | 4.b.(1)
(2) Collateralized | ////////////////// |////////////////// | ////////////////// | ///////////////// |
by MBS issued or | ////////////////// |////////////////// | ////////////////// | ///////////////// |
guaranteed by FNMA | ////////////////// |////////////////// | ////////////////// | ///////////////// |
FHLMC, or GNMA ........ | 1718 0 |1719 0 | 1731 0 | 1732 0 | 4.b.(2)
(3) All other mortgage- | ////////////////// |////////////////// | ////////////////// | //////////////// |
backed securities ..... | 1733 205,273 |1734 204,273 | 1735 145,133 | 1736 139,630 | 4.b.(3)
5. Other debt securities: | ////////////////// |////////////////// | ////////////////// | ///////////////// |
a. Other domestic debt | ////////////////// |////////////////// | ////////////////// | ///////////////// |
securities | 1737 802,833 |1738 798,947 | 1739 30,968 | 1741 30,843 | 5.a.
b. Foreign debt | ////////////////// |////////////////// | ////////////////// | ///////////////// |
securities ................. | 1742 2,900 |1743 2,900 | 1744 0 | 1746 0 | 5.b.
6. Equity securities: | ////////////////// |////////////////// | ////////////////// | ///////////////// |
a. Investments in mutual | ////////////////// |////////////////// | ////////////////// | ///////////////// |
funds ...................... | ////////////////// |////////////////// | 1747 4,074 | 1748 4,074 | 6.a.
b. Other equity securities | ////////////////// |////////////////// | ////////////////// | ///////////////// |
with readily determin- | ////////////////// |////////////////// | ////////////////// | ///////////////// |
able fair values ........... | ////////////////// |////////////////// | 1749 0 | 1751 0 | 6.b.
c. All other equity | ////////////////// |////////////////// | ////////////////// | ///////////////// |
securities (1) ............. | ////////////////// |////////////////// | 1752 116,630 | 1753 116,630 | 6.c.
7. Total (sum of items 1 | ////////////////// |////////////////// | ////////////////// | ///////////////// |
through 6) (total of | ////////////////// |////////////////// | ////////////////// | ///////////////// |
column A must equal | ////////////////// |////////////////// | ////////////////// | ///////////////// |
Schedule RC, item 2.a) | ////////////////// |////////////////// | ////////////////// | ///////////////// |
(total of column D must | ////////////////// |////////////////// | ////////////////// | ///////////////// |
equal Schedule RC, | ////////////////// |////////////////// | ////////////////// | ///////////////// |
item 2.b) ..................... | 1754 3,753,542 | 754 3,753,542 | 1772 915,441| 1773 915,441 | 7.
____________ |__________________________________________________________________________________|
1) Includes equity securities without readily determinable fair values at historical cost in item 6.c, column D.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-5
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-B--Continued
<CAPTION>
___________
Memoranda | C412 |
___________ _________
Dollar Amounts in Thousands | RCFD Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Pledged securities(2) ......................................................................... | 0416 2,968,391 | M.1.
2. Maturity and repricing data for debt securities(2)(3)(4) (excluding those in nonaccrual status):| ////////////////// |
a. Fixed rate debt securities with a remaining maturity of: | ////////////////// |
(1) Three months or less ................................................................... | 0343 384,356 | M.2.a.(1)
(2) Over three months through 12 months .................................................... | 0344 319,658 | M.2.a.(2)
(3) Over one year through five years ....................................................... | 0345 2,770,957 | M.2.a.(3)
(4) Over five years ........................................................................ | 0346 924,938 | M.2.a.(4)
(5) Total fixed rate debt securities (sum of Memorandum items 2.a.(1) through 2.a.(4)) ..... | 0347 4,399,909 | M.2.a.(5)
b. Floating rate debt securities with a repricing frequency of: | ////////////////// |
(1) Quarterly or more frequently ........................................................... | 4544 0 | M.2.b.(1)
(2) Annually or more frequently, but less frequently than quarterly ........................ | 4545 148,370 | M.2.b.(2)
(3) Every five years or more frequently, but less frequently than annually ................. | 4551 0 | M.2.b.(3)
(4) Less frequently than every five years .................................................. | 4552 0 | M.2.b.(4)
(5) Total floating rate debt securities (sum of Memorandum items 2.b.(1) through 2.b.(4)) .. | 4553 148,370 | M.2.b.(5)
c. Total debt securities (sum of Memorandum items 2.a.(5) and 2.b.(5)) (must equal total debt | ////////////////// |
securities from Schedule RC-B, sum of items 1 through 5, columns A and D, minus nonaccrual | ////////////////// |
debt securities included in Schedule RC-N, item 9, column C) ............................... | 0393 4,548,279 | M.2.c.
3. Not applicable | ////////////////// |
4. Held-to-maturity debt securities restructured and in compliance with modified terms (included | ////////////////// |
in Schedule RC-B, items 3 through 5, column A, above) ......................................... | 5365 0 | M.4.
5. Not applicable | ////////////////// |
6. Floating rate debt securities with a remaining maturity of one year or less(2) (included in | ////////////////// |
Memorandum item 2.b.(5) above) ................................................................ | 5519 0 | M.6.
7. Amortized cost of held-to-maturity securities sold or transferred to available-for-sale or | ////////////////// |
trading securities during the calendar year-to-date ........................................... | 1778 0 | M.7.
8. High-Risk mortgage securities (included in the held-to-maturity and available-for-sale | ////////////////// |
accounts in Schedule RC-B, item 4.b): | ////////////////// |
a. Amortized cost ............................................................................. | 8780 0 | M.8.a.
b. Fair Value ................................................................................. | 8781 0 | M.8.b.
9. Structured notes (included in the held-to-maturity and available-for-sale accounts in | ////////////////// |
Schedule RC-B, items.2, 3, and 5): | ////////////////// |
a. Amortized cost ............................................................................. | 8782 0 | M.9.a.
b. Fair Value ................................................................................. | 8783 0 | M.9.b.
----------------------
____________
(2) Includes helt-to-maturity securities at amortized cost and available-for-sale securities at fair value.
(3) Exclude equity securities, e.g., investments in mutual funds, Federal Reserve stock, common stock, and preferred stock.
(4) Memorandum item 2 is not applicable to savings banks that must complete supplemental Schedule RC-J.
15
</TABLE>
<PAGE>
City, State Zip: HARTFORD, CT 06115
<TABLE>
<CAPTION>
Schedule RC-C--Loans and Lease Financing Receivables
Part I. Loans and Leases
Do not deduct the allowance for loan and lease losses from amounts __________
reported in this schedule. Report total loans and leases, net of unearned _________________________________| C415 |
income. Exclude assets held in trading accounts. | (Column A) | (Column B) |
| Consolidated | Domestic |
| Bank | Offices |
____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCON Bil Mil Thou |
____________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
1. Loans secured by real estate .......................................... | 1410 4,795,510 | ////////////////// | 1.
a. Construction and land development .................................. | ////////////////// | 1415 68,831 | 1.a.
b. Secured by farmland (including farm residential and other | ////////////////// | ////////////////// |
improvements) ...................................................... | ////////////////// | 1420 754 | 1.b.
c. Secured by 1-4 family residential properties: | ////////////////// | ////////////////// |
(1) Revolving, open-end loans secured by 1-4 family residential | ////////////////// | ////////////////// |
properties and extended under lines of credit .................. | ////////////////// | 1797 369,503 | 1.c.(1)
(2) All other loans secured by 1-4 family residential properties: | ////////////////// | ////////////////// |
(a) Secured by first liens ..................................... | ////////////////// | 5367 2,928,514 | 1.c.(2)(a)
(b) Secured by junior liens .................................... | ////////////////// | 5368 220,057 | 1.c.(2)(b)
d. Secured by multifamily (5 or more) residential properties .......... | ////////////////// | 1460 85,781 | 1.d.
e. Secured by nonfarm nonresidential properties ....................... | ////////////////// | 1480 1,122,070 | 1.e.
2. Loans to depository institutions: | ////////////////// | ////////////////// |
a. To commercial banks in the U.S. .................................... | ////////////////// | 1505 5,763 | 2.a.
(1) To U.S. branches and agencies of foreign banks ................. | 1506 0 | ////////////////// | 2.a.(1)
(2) To other commercial banks in the U.S. .......................... | 1507 5,763 | ////////////////// | 2.a.(2)
b. To other depository institutions in the U.S. ....................... | 1517 0 | 1517 0 | 2.b.
c. To banks in foreign countries ...................................... | ////////////////// | 1510 0 | 2.c.
(1) To foreign branches of other U.S. banks ........................ | 1513 0 | ////////////////// | 2.c.(1)
(2) To other banks in foreign countries ............................ | 1516 0 | ////////////////// | 2.c.(2)
3. Loans to finance agricultural production and other loans to farmers ... | 1590 3,119 | 1590 3,119 | 3.
4. Commercial and industrial loans: | ////////////////// | ////////////////// |
a. To U.S. addressees (domicile) ...................................... | 1763 5,535,047 | 1763 5,535,047 | 4.a.
b. To non-U.S. addressees (domicile) .................................. | 1764 0 | 1764 0 | 4.b.
5. Acceptances of other banks: | ////////////////// | ////////////////// |
a. Of U.S. banks ...................................................... | 1756 1,010 | 1756 1,010 | 5.a.
b. Of foreign banks ................................................... | 1757 0 | 1757 0 | 5.b.
6. Loans to individuals for household, family, and other personal | ////////////////// | ////////////////// |
expenditures (i.e., consumer loans) (includes purchased paper) ........ | ////////////////// | 1975 569,080 | 6.
a. Credit cards and related plans (includes check credit and other | ////////////////// | ////////////////// |
revolving credit plans) ............................................ | 2008 27,363 | ////////////////// | 6.a.
b. Other (includes single payment, installment, and all student loans) | 2011 541,717 | ////////////////// | 6.b.
7. Loans to foreign governments and official institutions (including | ////////////////// | ////////////////// |
foreign central banks) ................................................ | 2081 0 | 2081 0 | 7.
8. Obligations (other than securities and leases) of states and political | ////////////////// | ////////////////// |
subdivisions in the U.S. (includes nonrated industrial development | ////////////////// | ////////////////// |
obligations) .......................................................... | 2107 39,625 | 2107 39,625 | 8.
9. Other loans ........................................................... | 1563 989,376 | ////////////////// | 9.
a. Loans for purchasing or carrying securities (secured and unsecured) | ////////////////// | 1545 145,917 | 9.a.
b. All other loans (exclude consumer loans) ........................... | ////////////////// | 1564 843,459 | 9.b.
10. Lease financing receivables (net of unearned income) .................. | ////////////////// | 2165 9,844 | 10.
a. Of U.S. addressees (domicile) ...................................... | 2182 9,844 | ////////////////// | 10.a.
b. Of non-U.S. addressees (domicile) .................................. | 2183 0 | ////////////////// | 10.b.
11. LESS: Any unearned income on loans reflected in items 1-9 above ....... | 2123 18,089 | 2123 18,089 | 11.
12. Total loans and leases, net of unearned income (sum of items 1 through | ////////////////// | ////////////////// |
10 minus item 11) (total of column A must equal Schedule RC, item 4.a) | 2122 11,930,285 | 2122 11,930,285 | 12.
___________________________________________
</TABLE>
16
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-7
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-C--Continued
Part I. Continued
___________________________________________
| (Column A) | (Column B) |
| Consolidated | Domestic |
Memoranda | Bank | Offices |
____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCON Bil Mil Thou |
_____________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
1. Commercial paper included in Schedule RC-C, part I, above .............. | 1496 0 | 1496 0 | M.1.
2. Loans and leases restructured and in compliance with modified terms | ////////////////// | ////////////////// |
(included in Schedule RC-C, part I, above and not reported as past due | ////////////////// | ////////////////// |
or nonaccrual in Schedule RC-N, Memorandum item 1): | ////////////////// | ////////////////// |
a. Loans secured by real estate: | ////////////////// | ////////////////// |
(1) To U.S. addressees (domicile) ................................... | 1687 15,746 | M.2.a.(1)
(2) To non-U.S. addressees (domicile) ............................... | 1689 0 | M.2.a.(2)
b. All other loans and all lease financing receivables (exclude loans | ////////////////// |
to individuals for household, family, and other personal expenditures)| 8691 4 | M.2.b.
c. Commercial and industrial to and lease financing receivables | ////////////////// |
of non-U.S. addressees (domicile) included in Memorandum item 2.b | ////////////////// |
above ............................................................... | 8692 0 | M.2.c.
3. Maturity and repricing data for loans and leases(1) (excluding those | ////////////////// |
in nonaccrual status): | ////////////////// |
a. Fixed rate loans and leases with a remaining maturity of: | ////////////////// |
(1) Three months or less ............................................ | 0348 362,696 | M.3.a.(1)
(2) Over three months through 12 months ............................. | 0349 87,750 | M.3.a.(2)
(3) Over one year through five years ................................ | 0356 908,883 | M.3.a.(3)
(4) Over five years ................................................. | 0357 2,051,158 | M.3.a.(4)
(5) Total fixed rate loans and leases (sum of | ////////////////// |
Memorandum items 3.a.(1) through 3.a.(4)) ....................... | 0358 3,410,487 | M.3.a.(5)
b. Floating rate loans with a repricing frequency of: | ////////////////// |
(1) Quarterly or more frequently .................................... | 4554 4,594,452 | M.3.b.(1)
(2) Annually or more frequently, but less frequently than quarterly . | 4555 722,750 | M.3.b.(2)
(3) Every five years or more frequently, but less frequently than | ////////////////// |
annually ........................................................ | 4561 3,033,940 | M.3.b.(3)
(4) Less frequently than every five years ........................... | 4564 72,399 | M.3.b.(4)
(5) Total floating rate loans (sum of Memorandum items 3.b.(1) | ////////////////// |
through 3.b.(4)) ................................................ | 4567 8,423,541 | M.3.b.(5)
c. Total loans and leases (sum of Memorandum items 3.a.(5) and 3.b.(5)) | ////////////////// |
(must equal the sum of total loans and leases, net, from | ////////////////// |
Schedule RC-C, part I, item 12, plus unearned income from | ////////////////// |
Schedule RC-C, part I, item 11, minus total nonaccrual loans and | ////////////////// |
leases from Schedule RC-N, sum of items 1 through 8, column C) ...... | 1479 11,834,028 | M.3.c.
4. Loans to finance commercial real estate, construction, and land | ////////////////// |
development activities (not secured by real estate) included in | ////////////////// |
Schedule RC-C, part I, items 4 and 9, column A, page RC-6(2) ........... | 2746 59,824 | M.4.
5. Loans and leases held for sale (included in Schedule RC-C, part I, above)| 5369 123,148 | M.5.
6. Adjustable rate closed-end loans secured by first liens on 1-4 family | ////////////////// |_____________________
residential properties (included in Schedule RC-C, part I, item | ////////////////// | RCON Bil Mil Thou |
____________________
1.c.(2)(a), column B, page RC-6) ....................................... | ////////////////// | 5370 1,172,504 | M.6.
___________________________________________
<FN>
_____________
(1) Memorandum item 3 is not applicable to savings banks that must complete supplemental Schedule RC-J.
(2) Exclude loans secured by real estate that are included in Schedule RC-C, part I, item 1, column A.
</TABLE>
17
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-8
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-D--Trading Assets and Liabilities
Schedule RC-D is to be completed only by banks with $1 billion or more in total assets or with $2 billion or more in par/notional
amount of interest rate, foreign exchange rate, and other commodity and equity contracts (as reported in Schedule RC-L, items 11,
12, and 13).
__________
| C420 |
_________________ ________
Dollar Amounts in Thousands | ///////// Bil Mil Thou |
__________________________________________________________________________________________________ _________________________
<S> <C> <C>
ASSETS | /////////////////////// |
1. U.S. Treasury securities in domestic offices ................................................ | RCON 3531 0 | 1.
2. U.S. Government agency and corporation obligations in domestic offices (exclude mortgage- | /////////////////////// |
backed securities) .......................................................................... | RCON 3532 0 | 2.
3. Securities issued by states and political subdivisions in the U.S. in domestic offices ...... | RCON 3533 0 | 3.
4. Mortgage-backed securities in domestic offices: | /////////////////////// |
a. Pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA ..................... | RCON 3534 0 | 4.a.
b. CMOs and REMICs issued by FNMA or FHLMC .................................................. | RCON 3535 0 | 4.b.
c. All other mortgage-backed securities issued or guaranteed by FNMA, FHLMC, or GNMA .........| RCON 3536 0 | 4.c.
5. Other debt securities in domestic offices ................................................... | RCON 3537 0 | 5.
6. Certificates of deposit in domestic offices ................................................. | RCON 3538 0 | 6.
7. Commercial paper in domestic offices ........................................................ | RCON 3539 0 | 7.
8. Bankers acceptances in domestic offices ..................................................... | RCON 3540 0 | 8.
9. Other trading assets in domestic offices .................................................... | RCON 3541 0 | 9.
10. Trading assets in foreign offices ........................................................... | RCFN 3542 0 | 10.
11. Revaluation gains on interest rate, foreign exchange rate, and other commodity and equity | /////////////////////// |
contracts: | /////////////////////// |
a. In domestic offices ...................................................................... | RCON 3543 13,927 | 11.a.
b. In foreign offices ....................................................................... | RCFN 3544 0 | 11.b.
12. Total trading assets (sum of items 1 through 11) (must equal Schedule RC, item 5) ........... | RCFD 3545 13,927 | 12.
<CAPTION>
___________________________
___________________________
| ///////// Bil Mil Thou |
LIABILITIES _________________________
<S> <C> <C>
13. Liability for short positions ............................................................... | RCFD 3546 0 | 13.
14. Revaluation losses on interest rate, foreign exchange rate, and other commodity and equity | /////////////////////// |
contracts ................................................................................... | RCFD 3547 0 | 14.
15. Total trading liabilities (sum of items 13 and 14) (must equal Schedule RC, item 15.b) ...... | RCFD 3548 0 | 15.
___________________________
</TABLE>
18
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-9
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-E--Deposit Liabilities
Part I. Deposits in Domestic Offices
__________
| C425 |
______________________________________________________ ________
| | Nontransaction |
| Transaction Accounts | Accounts |
_________________________________________ ____________________
| (Column A) | (Column B) | (Column C) |
| Total transaction | Memo: Total | Total |
| accounts (including| demand deposits | nontransaction |
| total demand | (included in | accounts |
| deposits) | column A) | (including MMDAs) |
____________________ ____________________ ____________________
Dollar Amounts in Thousands | RCON Bil Mil Thou | RCON Bil Mil Thou | RCON Bil Mil Thou |
__________________________________________________________ ____________________ ____________________ ____________________
<S> <C> <C> <C> <C>
Deposits of: | ////////////////// | ////////////////// | ////////////////// |
1. Individuals, partnerships, and corporations .......... | 2201 2,207,597 | 2240 2,199,509 | 2346 6,512,989 | 1.
2. U.S. Government ...................................... | 2202 32,535 | 2280 32,256 | 2520 119 | 2.
3. States and political subdivisions in the U.S. ........ | 2203 159,211 | 2290 127,434 | 2530 181,576 | 3.
4. Commercial banks in the U.S. ......................... | 2206 152,459 | 2310 152,459 | ////////////////// | 4.
a. U.S. branches and agencies of foreign banks ....... | ////////////////// | ////////////////// | 2347 0 | 4.a.
b. Other commercial banks in the U.S. ................ | ////////////////// | ////////////////// | 2348 500 | 4.b.
5. Other depository institutions in the U.S. ............ | 2207 79,436 | 2312 79,436 | 2349 0 | 5.
6. Banks in foreign countries ........................... | 2213 527 | 2320 527 | ////////////////// | 6.
a. Foreign branches of other U.S. banks .............. | ////////////////// | ////////////////// | 2367 0 | 6.a.
b. Other banks in foreign countries .................. | ////////////////// | ////////////////// | 2373 0 | 6.b.
7. Foreign governments and official institutions | ////////////////// | ////////////////// | ////////////////// |
(including foreign central banks) .................... | 2216 1,112 | 2300 1,112 | 2377 0 | 7.
8. Certified and official checks ........................ | 2330 56,423 | 2330 56,423 | ////////////////// | 8.
9. Total (sum of items 1 through 8) (sum of | ////////////////// | ////////////////// | ////////////////// |
columns A and C must equal Schedule RC, | ////////////////// | ////////////////// | ////////////////// |
item 13.a) ........................................... | 2215 3,689,300 | 2210 2,649,156 | 2385 6,695,184 | 9.
________________________________________________________________
</TABLE>
<TABLE>
<CAPTION>
______________________
Memoranda Dollar Amounts in Thousands | RCON Bil Mil Thou |
____________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Selected components of total deposits (i.e., sum of item 9, columns A and C): | ////////////////// |
a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts ......................... | 6835 908,059 | M.1.a.
b. Total brokered deposits ..................................................................... | 2365 1,230,387 | M.1.b.
c. Fully insured brokered deposits (included in Memorandum item 1.b above): | ////////////////// |
(1) Issued in denominations of less than $100,000 ........................................... | 2343 96 | M.1.c.(1)
(2) Issued either in denominations of $100,000 or in denominations greater than $100,000 | ////////////////// |
and participated out by the broker in shares of $100,000 or less ........................ | 2344 1,230,291 | M.1.c.(2)
d. Total deposits denominated in foreign currencies ............................................ | 3776 0 | M.1.d.
e. Preferred deposits (uninsured deposits of states and political subdivisions in the U.S. | ////////////////// |
reported in item 3 above which are secured or collateralized as required under state law) ... | 5590 263,203 | M.1.e.
2. Components of total nontransaction accounts (sum of Memoranda items 2.a through 2.d must | ////////////////// |
equal item 9, column C above): | ////////////////// |
a. Savings deposits: | ////////////////// |
(1) Money market deposit accounts (MMDAs) ................................................... | 6810 706,051 | M.2.a.(1)
(2) Other savings deposits (excludes MMDAs) ................................................. | 0352 1,997,312 | M.2.a.(2)
b. Total time deposits of less than $100,000 ................................................... | 6648 2,409,739 | M.2.b.
c. Time certificates of deposit of $100,000 or more ............................................ | 6645 1,582,082 | M.2.c.
d. Open-account time deposits of $100,000 or more .............................................. | 6646 0 | M.2.d.
3. All NOW accounts (included in column A above) .................................................. | 2398 1,040,142 | M.3.
______________________
</TABLE>
19
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-10
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-E--Continued
Part I. Continued
Memoranda (continued)
_________________________________________________________________________________________________________________________________
| Deposit Totals for FDIC Insurance Assessments(1) ______________________ |
| Dollar Amounts in Thousands | RCON Bil Mil Thou | |
__________________________________________________________________________________________________ ____________________
<S> <C> <C>
| 4. Total deposits in domestic offices (sum of item 9, column A and item 9, column C) |/////////////////// | |
| (must equal Schedule RC, item 13.a) ......................................................... | 2200 10,384,484 | M.4. |
| | ////////////////// | |
| a. Total demand deposits (must equal item 9, column B) ...................................... | 2210 2,649,156 | M.4.a.|
| b. Total time and savings deposits(2) (must equal item 9, column A plus item 9, column C | ////////////////// | |
| minus item 9, column B) .................................................................. | 2350 7,735,328 | M.4.b.|
______________________
<FN>
| ____________ |
| (1) An amended Certified Statement should be submitted to the FDIC if the deposit totals reported in this item are amended |
| after the semiannual Certified Statement originally covering this report date has been filed with the FDIC. |
_________________________________________________________________________________________________________________________________
</TABLE>
<TABLE>
<CAPTION>
______________________
Dollar Amounts in Thousands | RCON Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
<S> <C> <C>
5. Time deposits of less than $100,000 and open-account time deposits of $100,000 or more | ////////////////// |
(included in Memorandum items 2.b and 2.d above) with a remaining maturity or repricing | ////////////////// |
frequency of:(1) | ////////////////// |
a. Three months or less ....................................................................... | 0359 309,908 | M.5.a.
b. Over three months through 12 months (but not over 12 months) ............................... | 3644 781,265 | M.5.b.
6. Maturity and repricing data for time certificates of deposit of $100,000 or more:(1) | ////////////////// |
a. Fixed rate time certificates of deposit of $100,000 or more with a remaining maturity of: | ////////////////// |
(1) Three months or less ................................................................... | 2761 243,122 | M.6.a.(1)
(2) Over three months through 12 months .................................................... | 2762 407,355 | M.6.a.(2)
(3) Over one year through five years ....................................................... | 2763 928,183 | M.6.a.(3)
(4) Over five years ........................................................................ | 2765 3,422 | M.6.a.(4)
(5) Total fixed rate time certificates of deposit of $100,000 or more (sum of | ////////////////// |
Memorandum items 6.a.(1) through 6.a.(4)) .............................................. | 2767 1,582,082 | M.6.a.(5)
b. Floating rate time certificates of deposit of $100,000 or more with a repricing frequency of:| ////////////////// |
(1) Quarterly or more frequently ........................................................... | 4568 0 | M.6.b.(1)
(2) Annually or more frequently, but less frequently than quarterly ........................ | 4569 0 | M.6.b.(2)
(3) Every five years or more frequently, but less frequently than annually ................. | 4571 0 | M.6.b.(3)
(4) Less frequently than every five years .................................................. | 4572 0 | M.6.b.(4)
(5) Total floating rate time certificates of deposit of $100,000 or more (sum of | ////////////////// |
Memorandum items 6.b.(1) through 6.b.(4)) .............................................. | 4573 0 | M.6.b.(5)
c. Total time certificates of deposit of $100,000 or more (sum of Memorandum items 6.a.(5) | ////////////////// |
and 6.b.(5)) (must equal Memorandum item 2.c. above) ....................................... | 6645 1,582,082 | M.6.c.
______________________
<FN>
_____________
(1) Memorandum items 5 and 6 are not applicable to savings banks that must complete supplemental Schedule RC-J.
</TABLE>
20
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-11
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-E--Continued
Part II. Deposits in Foreign Offices (including Edge and
Agreement subsidiaries and IBFs)
______________________
Dollar Amounts in Thousands | RCFN Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
<S> <C> <C>
Deposits of: | ////////////////// |
1. Individuals, partnerships, and corporations ................................................... | 2621 690,322 | 1.
2. U.S. banks (including IBFs and foreign branches of U.S. banks) ................................ | 2623 69,500 | 2.
3. Foreign banks (including U.S. branches and | ////////////////// |
agencies of foreign banks, including their IBFs) .............................................. | 2625 0 | 3.
4. Foreign governments and official institutions (including foreign central banks) ............... | 2650 0 | 4.
5. Certified and official checks ................................................................. | 2330 0 | 5.
6. All other deposits ............................................................................ | 2668 0 | 6.
7. Total (sum of items 1 through 6) (must equal Schedule RC, item 13.b) .......................... | 2200 759,822 | 7.
______________________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-F--Other Assets
__________
| C430 |
_________________ ________
Dollar Amounts in Thousands | ////////// Bil Mil Thou |
__________________________________________________________________________________________________ _________________________
<S> <C> <C>
1. Income earned, not collected on loans ........................................................ | RCFD 2164 55,883 | 1.
2. Net deferred tax assets(1) ................................................................... | RCFD 2148 70,799 | 2.
3. Excess residential mortgage servicing fees receivable ........................................ | RCFD 5371 18,461 | 3.
4. Other (itemize amounts that exceed 25% of this item) ......................................... | RCFD 2168 498,557 | 4.
_____________ ___________________________
a. | TEXT 3549 |____________________________________________________| RCFD 3549 | | /////////////////////// | 4.a.
___________
b. | TEXT 3550 |____________________________________________________| RCFD 3550 | | /////////////////////// | 4.b.
___________
c. | TEXT 3551 |____________________________________________________| RCFD 3551 | | /////////////////////// | 4.c.
_____________
___________________________
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 11) ........................... | RCFD 2160 643,700 | 5.
___________________________
<CAPTION>
Memorandum ___________________________
Dollar Amounts in Thousands | ////////// Bil Mil Thou |
__________________________________________________________________________________________________ _________________________
<S> <C> <C>
1. Deferred tax assets disallowed for regulatory capital purposes ............................... | RCFD 5610 0 | M.1.
___________________________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-G--Other Liabilities
__________
| C435 |
_________________ ________
Dollar Amounts in Thousands | ////////// Bil Mil Thou |
__________________________________________________________________________________________________ _________________________
<S> <C> <C>
1. a. Interest accrued and unpaid on deposits in domestic offices(2) ............................ | RCON 3645 34,655 | 1.a.
b. Other expenses accrued and unpaid (includes accrued income taxes payable) ................. | RCFD 3646 134,896 | 1.b.
2. Net deferred tax liabilities(1) .............................................................. | RCFD 3049 0 | 2.
3. Minority interest in consolidated subsidiaries ............................................... | RCFD 3000 0 | 3.
4. Other (itemize amounts that exceed 25% of this item) ......................................... | RCFD 2938 28,726 | 4.
_____________ ___________________________
a. | TEXT 3552 |____________________________________________________| RCFD 3552 | 445,000 | /////////////////////// | 4.a.
___________
b. | TEXT 3553 |____________________________________________________| RCFD 3553 | | /////////////////////// | 4.b.
___________
c. | TEXT 3554 |____________________________________________________| RCFD 3554 | | /////////////////////// | 4.c.
_____________
___________________________
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20) ........................... | RCFD 2930 198,277 | 5.
___________________________
<FN>
____________
(1) See discussion of deferred income taxes in Glossary entry on "income taxes."
(2) For savings banks, include "dividends" accrued and unpaid on deposits.
</TABLE>
21
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-12
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-H--Selected Balance Sheet Items for Domestic Offices
__________
| C440 |
____________ ________
| Domestic Offices |
____________________
Dollar Amounts in Thousands | RCON Bil Mil Thou |
_____________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Customers' liability to this bank on acceptances outstanding .................................... | 2155 16,826 | 1.
2. Bank's liability on acceptances executed and outstanding ........................................ | 2920 16,826 | 2.
3. Federal funds sold and securities purchased under agreements to resell .......................... | 1350 413,000 | 3.
4. Federal funds purchased and securities sold under agreements to repurchase ...................... | 2800 2,951,113 | 4.
5. Other borrowed money ............................................................................ | 3190 2,072,412 | 5.
EITHER | ////////////////// |
6. Net due from own foreign offices, Edge and Agreement subsidiaries, and IBFs ..................... | 2163 N/A | 6.
OR | ////////////////// |
7. Net due to own foreign offices, Edge and Agreement subsidiaries, and IBFs ....................... | 2941 684,822 | 7.
8. Total assets (excludes net due from foreign offices, Edge and Agreement subsidiaries, and IBFs) . | 2192 18,932,331 | 8.
9. Total liabilities (excludes net due to foreign offices, Edge and Agreement subsidiaries, and IBFs)| 3129 16,770,705 | 9.
______________________
</TABLE>
<TABLE>
<CAPTION>
Items 10-17 include held-to-maturity and available-for-sale securities in domestic offices. ______________________
| RCON Bil Mil Thou |
____________________
<S> <C> <C>
10. U.S. Treasury securities ....................................................................... | 1779 1,299,694 | 10.
11. U.S. Government agency and corporation obligations (exclude mortgage-backed | ////////////////// |
securities) .................................................................................... | 1785 383,709 | 11.
12. Securities issued by states and political subdivisions in the U.S. ............................. | 1786 50 | 12.
13. Mortgage-backed securities: | ////////////////// |
a. Pass-through securities: | ////////////////// |
(1) Issued or guaranteed by FNMA, FHLMC, or GNMA ............................................ | 1787 1,586,953 | 13.a.(1)
(2) Privately-issued ........................................................................ | 1869 11,561 | 13.a.(2)
b. CMOs and REMICs: | ////////////////// |
(1) Issued by FNMA and FHLMC ................................................................ | 1877 84,833 | 13.b.(1)
(2) Privately-issued ........................................................................ | 2253 344,903 | 13.b.(2)
14. Other domestic debt securities ................................................................. | 3159 833,676 | 14.
15. Foreign debt securities ........................................................................ | 3160 2,900 | 15.
16. Equity securities: | ////////////////// |
a. Investments in mutual funds ................................................................. | 3161 4,074 | 16.a.
b. Other equity securities with readily determinable fair values ............................... | 3162 0 | 16.b.
c. All other equity securities ................................................................. | 3169 116,630 | 16.c.
17. Total held-to-maturity and available-for-sale securities (sum of items 10 through 16) .......... | 3170 4,668,983 | 17.
______________________
</TABLE>
<TABLE>
<CAPTION>
Memorandum (to be completed only by banks with IBFs and other "foreign" offices)
______________________
Dollar Amounts in Thousands | RCON Bil Mil Thou |
_____________________________________________________________________________________________________ ____________________
<S> <C> <C>
EITHER | ////////////////// |
1. Net due from the IBF of the domestic offices of the reporting bank .............................. | 3051 N/A | M.1.
OR | ////////////////// |
2. Net due to the IBF of the domestic offices of the reporting bank ................................ | 3059 N/A | M.2.
______________________
</TABLE>
22
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-13
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-I--Selected Assets and Liabilities of IBFs
To be completed only by banks with IBFs and other "foreign" offices. __________
| C445 |
____________ ________
Dollar Amounts in Thousands | RCFN Bil Mil Thou |
_____________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Total IBF assets of the consolidated bank (component of Schedule RC, item 12) .................. | 2133 N/A | 1.
2. Total IBF loans and lease financing receivables (component of Schedule RC-C, part I, item 12, | ////////////////// |
column A) ...................................................................................... | 2076 N/A | 2.
3. IBF commercial and industrial loans (component of Schedule RC-C, part I, item 4, column A) ..... | 2077 N/A | 3.
4. Total IBF liabilities (component of Schedule RC, item 21) ...................................... | 2898 N/A | 4.
5. IBF deposit liabilities due to banks, including other IBFs (component of Schedule RC-E, | ////////////////// |
part II, items 2 and 3) ........................................................................ | 2379 N/A | 5.
6. Other IBF deposit liabilities (component of Schedule RC-E, part II, items 1, 4, 5, and 6) ...... | 2381 N/A | 6.
______________________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-K--Quarterly Averages (1)
__________
| C455 |
_________________ ________
Dollar Amounts in Thousands | ///////// Bil Mil Thou |
_______________________________________________________________________________________________ _________________________
<S> <C> <C>
ASSETS | /////////////////////// |
1. Interest-bearing balances due from depository institutions ............................... | RCFD 3381 1,593 | 1.
2. U.S. Treasury securities and U.S. Government agency and corporation obligations(2) ....... | RCFD 3382 3,358,489 | 2.
3. Securities issued by states and political subdivisions in the U.S.(2) .................... | RCFD 3383 47 | 3.
4. a. Other debt securities(2) .............................................................. | RCFD 3647 1,356,467 | 4.a.
b. Equity securities(3) (includes investments in mutual funds and Federal Reserve stock) . | RCFD 3648 86,742 | 4.b.
5. Federal funds sold and securities purchased under agreements to resell in domestic offices | /////////////////////// |
of the bank and of its Edge and Agreement subsidiaries, and in IBFs ...................... | RCFD 3365 227,937 | 5.
6. Loans: | /////////////////////// |
a. Loans in domestic offices: | /////////////////////// |
(1) Total loans ....................................................................... | RCON 3360 11,756,193 | 6.a.(1)
(2) Loans secured by real estate ...................................................... | RCON 3385 4,742,586 | 6.a.(2)
(3) Loans to finance agricultural production and other loans to farmers ............... | RCON 3386 2,992 | 6.a.(3)
(4) Commercial and industrial loans ................................................... | RCON 3387 5,541,506 | 6.a.(4)
(5) Loans to individuals for household, family, and other personal expenditures ....... | RCON 3388 585,200 | 6.a.(5)
| /////////////////////// |
b. Total loans in foreign offices, Edge and Agreement subsidiaries, and IBFs ............. | RCFN 3360 0 | 6.b.
7. Assets held in trading accounts .......................................................... | RCFD 3401 8,293 | 7.
8. Lease financing receivables (net of unearned income) ..................................... | RCFD 3484 11,699 | 8.
9. Total assets ............................................................................. | RCFD 3368 18,431,857 | 9.
LIABILITIES | /////////////////////// |
10. Interest-bearing transaction accounts in domestic offices (NOW accounts, ATS accounts, | /////////////////////// |
and telephone and preauthorized transfer accounts) (exclude demand deposits) ............. | RCON 3485 968,508 | 10.
11. Nontransaction accounts in domestic offices: | /////////////////////// |
a. Money market deposit accounts (MMDAs) ................................................. | RCON 3486 722,329 | 11.a.
b. Other savings deposits ................................................................ | RCON 3487 1,985,399 | 11.b.
c. Time certificates of deposit of $100,000 or more ...................................... | RCON 3345 1,753,339 | 11.c.
d. All other time deposits ............................................................... | RCON 3469 2,088,605 | 11.d.
12. Interest-bearing deposits in foreign offices, Edge and Agreement subsidiaries, and IBFs .. | RCFN 3404 813,701 | 12.
13. Federal funds purchased and securities sold under agreements to repurchase in domestic | /////////////////////// |
offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs .............. | RCFD 3353 3,695,426 | 13.
14. Other borrowed money ..................................................................... | RCFD 3355 1,998,718 | 14.
___________________________
<FN>
_____________
(1) For all items, banks have the option of reporting either (1) an average of daily figures for the quarter, or
(2) an average of weekly figures (i.e., the Wednesday of each week of the quarter).
(2) Quarterly averages for all debt securities should be based on amortized cost.
(3) Quarterly averages for all equity securities should be based on historical cost.
(4) The quarterly average for total assets should reflect all debt securities (not held for trading) at amortized
cost, equity securities with readily determinable fair values at the lower of cost or fair value, and equity
securities without readily determinable fair values at historical cost.
</TABLE>
23
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-14
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-L--Off-Balance Sheet Items
Please read carefully the instructions for the preparation of Schedule RC-L. Some of the amounts
reported in Schedule RC-L are regarded as volume indicators and not necessarily as measures of risk. __________
| C460 |
____________ ________
Dollar Amounts in Thousands | RCFD Bil Mil Thou |
____________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Unused commitments: | ////////////////// |
a. Revolving, open-end lines secured by 1-4 family residential properties, e.g., home | ////////////////// |
equity lines ............................................................................... | 3814 428,452| 1.a.
b. Credit card lines .......................................................................... | 3815 0 | 1.b.
c. Commercial real estate, construction, and land development: | ////////////////// |
(1) Commitments to fund loans secured by real estate ....................................... | 3816 31,649 | 1.c.(1)
(2) Commitments to fund loans not secured by real estate ................................... | 6550 20,974 | 1.c.(2)
d. Securities underwriting .................................................................... | 3817 0 | 1.d.
e. Other unused commitments ................................................................... | 3818 6,410,492 | 1.e.
2. Financial standby letters of credit and foreign office guarantees ............................. | 3819 1,049,939 | 2.
___________________________
a. Amount of financial standby letters of credit conveyed to others | RCFD 3820 | 986 | ////////////////// | 2.a.
___________________________
3. Performance standby letters of credit and foreign office guarantees ........................... | 3821 125,297 | 3.
a. Amount of performance standby letters of credit conveyed to | ////////////////// |
___________________________
others .......................................................... | RCFD 3822 | 0 | ////////////////// | 3.a.
___________________________
4. Commercial and similar letters of credit ...................................................... | 3411 95,427 | 4.
5. Participations in acceptances (as described in the instructions) conveyed to others by | ////////////////// |
the reporting bank ............................................................................ | 3428 0 | 5.
6. Participations in acceptances (as described in the instructions) acquired by the reporting | ////////////////// |
(nonaccepting) bank ........................................................................... | 3429 550 | 6.
7. Securities borrowed ........................................................................... | 3432 0 | 7.
8. Securities lent (including customers' securities lent where the customer is indemnified | ////////////////// |
against loss by the reporting bank) ........................................................... | 3433 0 | 8.
9. Mortgages transferred (i.e., sold or swapped) with recourse that have been treated as sold | ////////////////// |
for Call Report purposes: | ////////////////// |
a. FNMA and FHLMC residential mortgage loan pools: | ////////////////// |
(1) Outstanding principal balance of mortgages transferred as of the report date ........... | 3650 70,221 | 9.a.(1)
(2) Amount of recourse exposure on these mortgages as of the report date ................... | 3651 63,682 | 9.a.(2)
b. Private (nongovernment-issued or -guaranteed) residential mortgage loan pools: | ////////////////// |
(1) Outstanding principal balance of mortgages transferred as of the report date ........... | 3652 0 | 9.b.(1)
(2) Amount of recourse exposure on these mortgages as of the report date ................... | 3653 0 | 9.b.(2)
c. Farmer Mac agricultural mortgage loan pools: | ////////////////// |
(1) Outstanding principal balance of mortgages transferred as of the report date ........... | 3654 0 | 9.c.(1)
(2) Amount of recourse exposure on these mortgages as of the report date ................... | 3655 0 | 9.c.(2)
10. When-issued securities: | ////////////////// |
a. Gross commitments to purchase .............................................................. | 3434 0 | 10.a.
b. Gross commitments to sell .................................................................. | 3435 0 | 10.b.
11. Spot foreign exchange contracts ............................................................... | 8765 64,476 | 11.
12. All other off-balance sheet assets (exclude off-balance sheet derivatives ) (itemize and | ////////////////// |
describe each component of this item over 25% of Schedule RC, item 28, "Total equity capital") | 3430 0 | 12.
a. | TEXT 3555 |______________________________________________________| RCFD 3555 | | ////////////////// | 12.a.
b. | TEXT 3556 |______________________________________________________| RCFD 3556 | | ////////////////// | 12.b.
___________
c. | TEXT 3557 |______________________________________________________| RCFD 3557 | | ////////////////// | 12.c.
_____________
d. | TEXT 3558 |______________________________________________________| RCFD 3558 | | ////////////////// | 12.d.
_____________
13. All other off-balance sheet assets (exclude off-balance sheet derivatives) (itemize and | ////////////////// |
describe each component of this item over 25% of Schedule RC, "Total equity capital" | 5591 0 | 13.
_____________ __________________________
a. | TEXT 5592 |______________________________________________________| RCFD 5592 | | ////////////////// | 13.a.
___________
b. | TEXT 5593 |______________________________________________________| RCFD 5593 | | ////////////////// | 13.b.
___________
c. | TEXT 5594 |______________________________________________________| RCFD 5594 | | ////////////////// | 13.c.
_____________
d. | TEXT 5595 |______________________________________________________| RCFD 5595 | | ////////////////// | 13.d.
_____________
________________________________________________
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION
Call Date: 6/30/95 ST-BK: 09-05
Address: 777 MAIN STREET
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
__________
| C461 |
________
|
_____________________
_________________________________________ _________________________________________
| (Column A) | (Column B) | (Column C) | (Column D) |
| Interest Rate | Foreign Exchange | Equity Derivative | Commodity and other|
| Contracts | Contracts | Contracts | Contracts |
|___________________|____________________|____________________|____________________|
Dollar Amounts in thousands |Tril Bil Mil Thou | Tril Bil Mil Thou | Tril Bil Mil Thou | Tril Bil Mil Thou |
______________________________________________________________________________________________________________________|
<S> <C> <C> <C> <C> <C>
| Off-balance Sheet Derivatives | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
| Position Indicators | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
___________________________________| ///////////////// | ////////////////// | ////////////////// | ////////////////// |
| ///////////////// | ////////////////// | ////////////////// | ////////////////// |
14. Gross amounts (e.g., notional | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
amounts) (for each column, sum of | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
items 15, 16.a, and 16.b): |___________________|____________________|___________________ |____________________|
a. Future contracts ............. | 418,000 | 0 | 0 | 0 | 14.a.
| RCFD 8693 | RCFD 8694 | RCFD 8695 | RCFD 8696 |
b. Forward contracts ............ | 139,500 | 2,677,852 | 0 | 0 | 14.b.
| RCFD 8697 | RCFD 8698 | RCFD 8699 | RCFD 8700 |
c. Exchange-trade option contracts| ///////////////// | ////////////////// | ////////////////// | ////////////////// |
(1) Written options ......... | 0 | 0 | 0 | 0 | 14.c.(1)
| RCFD 8701 | RCFD 8702 0 | RCFD 8703 | RCFD 8704 |
(2) Purchased options ........ | 0 | 0 | 0 | 0 | 14.c.(2)
| RCFD 8705 | RCFD 8706 | RCFD 8707 | RCFD 8708 |
d. Over-the-counter option contracts: | ////////////////// | ////////////////// | ///////////////// | //////////////// |
(1) Written options .......... | 393,250 | 0 | 0 | 0 | 14.d.(1)
| RCFD 8709 | RCFD 8710 | RCFD 8711 | RCFD 8712 | 3.b.
(2) Purchased options ........ | 918,250 | 0 | 0 | 0 | 14.d.2
| RCFD 8713 | RCFD 8714 | RCFD 8715 | RCFD 8716 |
e. Swaps ............................ | 4,494,473 | 0 | 0 | 0 | 14.e.
| RCFD 3450 | RCFD 3826 | RCFD 8719 | RCFD 8720 |
15. Total gross notional amount of | ////////////////// | ////////////////// | ///////////////// | ////////////////// |
derivative contracts held for | ////////////////// | ////////////////// | ///////////////// | ////////////////// |
trading ......................... | 0 | 2,677,852 | 0 | 0 | 15.
| RCFD A126 | RCFD A127 | RCFD 8723 | RCFD 8724 |
16. Total gross notinal amount of | ////////////////// | ///////////////// | ///////////////// | ////////////////// |
derivative contracts held for | ////////////////// | ////////////////// | ///////////////// | ////////////////// |
purposes other than trading: | ////////////////// | ////////////////// | ///////////////// | ////////////////// |
a. Contracts marked to market ... | 0 | 0 | 0 | 0 | 16.a.
| RCFD 8725 | RCFD 8726 | RCF 8727 | RCFD 8728 |
b. Contracts not marked to market | 6,363,473 | 0 | 0 | 0 | 16.b.
| RCFD 8729 | RCFD 8730 | RFD 8731 | RCFD 8732 |
___________________________________________________________________________________|
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-05
Address: 777 MAIN STREET
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
_________________________________________ _________________________________________
| (Column A) | (Column B) | (Column C) | (Column D) |
| Interest Rate | Foreign Exchange | Equity Derivative | Commodity and other|
| Contracts | Contracts | Contracts | Contracts |
|___________________|____________________|____________________|____________________|
Dollar Amounts in thousands |Tril Bil Mil Thou | Tril Bil Mil Thou | Tril Bil Mil Thou | Tril Bil Mil Thou |
______________________________________________________________________________________________________________________|
<S> <C> <C> <C> <C> <C>
| Off-balance Sheet Derivatives | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
| Position Indicators | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
___________________________________| ///////////////// | ////////////////// | ////////////////// | ////////////////// |
| ///////////////// | ////////////////// | ////////////////// | ////////////////// |
17. Gross fair values of | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
derivative contracts: | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
a. Contracts held for | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
trading: | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
(1) Gross positive | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value ................... | 8733 0 | 8734 113,800 | 8735 0 | 8736 0 | 17.a.(1)
(2) Gross negative | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value ................... | 8737 0 | 8738 99,574 | 8739 0 | 8740 0 | 17.a.(2)
b. Contracts held for | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
purposes other than | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
trading that are marked | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
to market: | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
(1) Gross positive | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value ................... | 8741 0 | 8742 0 | 8743 0 | 8744 0 | 17.b.(1)
(2) Gross negative | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value ................... | 8745 0 | 8746 0 | 8747 0 | 8748 0 | 17.b.(2)
c. Contracts held for | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
purposes other than | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
trading that are not | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
marked to market: | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
(1) Gross positive | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value .................. | 8749 11,357 | 8750 0 | 8751 0 | 8752 0 |
(2) Gross negative | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value ................... | 8753 71,133 | 8754 0 | 8755 0 | 8756 0 |
|__________________________________________________________________________________|
______________________
Memoranda Dollar Amounts in Thousands | RCFD Bil Mil Thou |
_________________________________________________________________________________________________________________________
1. -2. Not applicable | ////////////////// |
3. Unused commitments with an original maturity exceeding one year that are reported in | ////////////////// |
Schedule RC-L, items 1.a through 1.e, above (report only the used portions of commitments | ////////////////// |
that are fee paid or otherwise legally binding) ................................................ | 3833 4,319,280 | M.3.
a. Participations in commitments with an original maturity | ////////////////// |
exceeding one year conveyed to others ................................|RCFD 3834 | 60,577 | ////////////////// | M.3.a.
________________________
4. To be completed only by banks with $1 billion or more in total assets: | ////////////////// |
Standby letters of credit and foreign office guarantees (both financial and performance) issued | ////////////////// |
to non-U.S. addresses (domicile) included in Schedule RC-L, items 2 and 3, above ............... | 3377 413,357 |
5. To be completed for the September report only: | ////////////////// |
Installment loans to individuals for household, family, and other personal expenditures that | ////////////////// |
have been securitized and sold without recourse (with servicing retained), amounts outstanding | ////////////////// |
by type of loan: | ///////////////////|
a. Loans to purchase private passenger automobiles ............................................. | 2741 N/A | M.5.a.
b. Credit cards and related plans .............................................................. | 2741 N/A | M.5.b.
c. All other consumer installment credit (Including mobile home loans) ......................... | 2743 N/A | M.5.c.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-17
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
Schedule RC-M-Memoranda |__C465____|
Dollar Amounts in Thousands RCFD Bil Mil Thou |
______________________________________________________________________________________________________|____________________|
<S> <C> <C>
1. Extensions of credit by the reporting bank to its executive officers, directors, principal | ////////////////// |
shareholders, and their related interests as of the report date: | ////////////////// |
a. Aggregate amount of all extensions of credit to all executive officers, directors, principal |
shareholders and their related interests ..................................................... | 6164 6,685 | 1.a.
b. Number of executive officers, directors, and principal shareholders to whom the amount of all | ////////////////// |
extensions of credit by the reporting bank (Including extensions of credit to | ////////////////// |
related interests) equals or exceeds the lesser of $500,000 or 5 percent Number | ////////////////// | 1.b.
___________________________|
of total capital as defined for this purpose in agency regulations. | RCFD 6165 | 4 | ////////////////// |
___________________________|
2. Federal funds sold and securities purchased under agreements to resell with U.S. branches | ////////////////// |
and agencies of foreign banks(1) (included in Schedule RC, items 3.a and 3.b) .................... | 3405 0 | 2.
3. Not applicable. | ////////////////// |
4. Outstanding principal balance of 1-4 family residential mortgage loans serviced for others | ////////////////// |
1) (include both retained servicing and purchased servicing): | ////////////////// |
a. Mortgages serviced under a GNMA contract ...................................................... | 5500 24,197 | 4.a.
b. Mortgages serviced under a FHLMC contract: | ////////////////// |
(1) Serviced with recourse to servicer ........................................................ | 5501 14,575 | 4.b.(1)
(2) Serviced without recourse to servicer ..................................................... | 5502 781,783 | 4.b.(2)
c. Mortgages serviced under a FNMA contract: | ////////////////// |
(1) Serviced under a regular option contract .................................................. | 5503 55,646 | 4.c.(1)
(2) Serviced under a special option contract .................................................. | 5504 1,824,526 | 4.c.(2)
d. Mortgages serviced under other servicing contracts ............................................ | 5505 3,101,719 | 4.d.
5. To be completed only by banks with $1 billion or more in total assets: | ////////////////// |
Customers' liability to this bank on acceptances outstanding (sum of items 5.a and 5.b must | ////////////////// |
equal Schedule RC, item 9): | ////////////////// |
a. U.S. addressees (domicile) .................................................................... | 2103 16,826 | 5.a.
b. Non-U.S. addressees (domicile) ................................................................ | 2104 0 | 5.b.
. Intangible assets: | ////////////////// |
a. Mortgage servicing rights ..................................................................... | 3164 12,650 | 6.a.
b. Other identifiable intangible assets: | ////////////////// |
(1) Purchased credit card relationships ....................................................... | 5506 0 | 6.b.(1)
(2) All other identifiable intangible assets .................................................. | 5507 3,977 | 6.b.(2)
c. Goodwill ...................................................................................... | 3163 289,586 | 6.c.
d. Total (sum of items 6.a through 6.c) (must equal Schedule RC, item 10) ........................ | 2143 306,213 | 6.d.
e. Intangible assets that have been grandfathered for regulatory capital purposes ................ | 6442 0 | 6.e.
7. Mandatory convertible debt, net of common or perpetual preferred stock dedicated to |/////////////////// |
redeem the debt ...................................................................................| 3295 0 | 7.
______________________
</TABLE>
------------
(1) Do not report federal funds sold and securities purchased under agreements
to resell with other commercial banks in the U.S. in this item.
<PAGE>
<TABLE>
<CAPTION>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-18
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
Dollar Amounts in Thousands | ///////// Bil Mil Thou |
Schedule RC-M--Continued
_____________________________________________________________________________________________ _________________________
<S> <C> <C>
8. a. Other real estate owned: | /////////////////////// |
(1) Direct and indirect investments in real estate ventures ......................... | RCFD 5372 0 | 8.a.(1)
(2) All other real estate owned: | /////////////////////// |
(a) Construction and land development in domestic offices ....................... | RCON 5508 270 | 8.a.(2)(a)
(b) Farmland in domestic offices ................................................ | RCON 5509 0 | 8.a.(2)(b)
(c) 1-4 family residential properties in domestic offices ....................... | RCON 5510 1,667 | 8.a.(2)(c)
(d) Multifamily (5 or more) residential properties in domestic offices .......... | RCON 5511 0 | 8.a.(2)(d)
(e) Nonfarm nonresidential properties in domestic offices ....................... | RCON 5512 1,507 | 8.a.(2)(e)
(f) In foreign offices .......................................................... | RCFN 5513 0 | 8.a.(2)(f)
(3) Total (sum of items 8.a.(1) and 8.a.(2)) (must equal Schedule RC, item 7) ....... | RCFD 2150 3,444 | 8.a.(3)
b. Investments in unconsolidated subsidiaries and associated companies: | /////////////////////// |
(1) Direct and indirect investments in real estate ventures ......................... | RCFD 5374 0 | 8.b.(1)
(2) All other investments in unconsolidated subsidiaries and associated companies ... | RCFD 5375 0 | 8.b.(2)
(3) Total (sum of items 8.b.(1) and 8.b.(2)) (must equal Schedule RC, item 8) ....... | RCFD 2130 0 | 8.b.(3)
c. Total assets of unconsolidated subsidiaries and associated companies ................ | RCFD 5376 0 | 8.c.
9. Noncumulative perpetual preferred stock and related surplus included in Schedule RC, | /////////////////////// |
item 23, "Perpetual preferred stock and related surplus" ............................... | RCFD 3778 0 | 9.
10. Mutual fund and annuity sales in domestic offices during the quarter (include | /////////////////////// |
proprietary, private label, and third party mutual funds): | /////////////////////// |
a. Money market funds .................................................................. | RCON 6441 0 | 10.a.
b. Equity securities funds ............................................................. | RCON 8427 0 | 10.b.
c. Debt securities funds ............................................................... | RCON 8428 0 | 10.c.
d. Other mutual funds .................................................................. | RCON 8429 0 | 10.d.
e. Annuities ........................................................................... | RCON 8430 0 | 10.e.
f. Sales of proprietary mutual funds and annuities (included in itmes 10.a through | /////////////////////// |
10.e. above) ........................................................................... | RCON 8784 0 | 10.f.
_________________________
</TABLE>
<TABLE>
<CAPTION>
_________________________________________________________________________________________________________________________________
| |
______________________
|Memorandum Dollar Amounts in Thousands | RCFD Bil Mil Thou | |
_________________________________________________________________________________________________ ____________________
<S> <C> <C>
|1. Interbank holdings of capital instruments (to be completed for the December report only): | ////////////////// | |
| a. Reciprocal holdings of banking organizations' capital instruments ........................ | 3836 N/A | M.1.a. |
| b. Nonreciprocal holdings of banking organizations' capital instruments ..................... | 3837 N/A | M.1.b. |
______________________
| |
_________________________________________________________________________________________________________________________________
</TABLE>
28
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-18
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-N--Past Due and Nonaccrual Loans, Leases,
and Other Assets
The FFIEC regards the information reported in __________
all of Memorandum item 1, in items 1 through 10, | C470 |
column A, and in Memorandum items 2 through 4, ______________________________________________________ ________
column A, as confidential. | (Column A) | (Column B) | (Column C) |
| Past due | Past due 90 | Nonaccrual |
| 30 through 89 | days or more | |
| days and still | and still | |
| accruing | accruing | |
____________________ ____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
______________________________________________________ ____________________ ____________________ ____________________
<S> <C> <C> <C> <C>
1. Loans secured by real estate: | C | ////////////////// | ////////////////// |
a. To U.S. addressees (domicile) ................ | | 1246 16,923 | 1247 81,746 | 1.a.
b. To non-U.S. addressees (domicile) ............ | O | 1249 0 | 1250 0 | 1.b.
2. Loans to depository institutions and | | ////////////////// | ////////////////// |
acceptances of other banks: | N | ////////////////// | ////////////////// |
a. To U.S. banks and other U.S. depository | | ////////////////// | ////////////////// |
institutions ................................. | F | 5378 0 | 5379 0 | 2.a.
b. To foreign banks ............................. | | 5381 0 | 5382 0 | 2.b.
3. Loans to finance agricultural production and | I | ////////////////// | ////////////////// |
other loans to farmers .......................... | | 1597 110 | 1583 33 | 3.
4. Commercial and industrial loans: | D | ////////////////// | ////////////////// |
a. To U.S. addressees (domicile) ................ | | 1252 27 | 1253 30,054 | 4.a.
b. To non-U.S. addressees (domicile) ............ | E | 1255 0 | 1256 0 | 4.b.
5. Loans to individuals for household, family, and | | ////////////////// | ////////////////// |
other personal expenditures: | N | ////////////////// | ///////////////// |
a. Credit cards and related plans ............... | | 5384 47 | 5385 150 | 5.a.
b. Other (includes single payment, installment, | T | ////////////////// | ////////////////// |
and all student loans) ....................... | | 5387 492 | 5388 1,025 | 5.b.
6. Loans to foreign governments and official | I | ////////////////// | ////////////////// |
institutions .................................... | | 5390 0 | 5391 0 | 6.
7. All other loans ................................. | A | 5460 318 | 5461 1,371 | 7.
8. Lease financing receivables: | | ////////////////// | ////////////////// |
a. Of U.S. addressees (domicile) ................ | L | 1258 0 | 1259 0 | 8.a.
b. Of non-U.S. addressees (domicile) ............ | | 1272 0 | 1791 0 | 8.b.
9. Debt securities and other assets (exclude other | | ////////////////// | ////////////////// |
real estate owned and other repossessed assets) . | | 3506 0 | 3507 0 | 9.
________________________________________________________________
</TABLE>
<TABLE>
<CAPTION>
====================================================================================================================================
Amounts reported in items 1 through 8 above include guaranteed and unguaranteed portions of past due and nonaccrual loans and
leases. Report in item 10 below certain guaranteed loans and leases that have already been included in the amounts reported in
items 1 through 8.
________________________________________________________________
10. Loans and leases reported in items 1 | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
____________________ ____________________ ____________________
<S> <C> <C> <C> <C>
through 8 above which are wholly or partially | | ////////////////// | ////////////////// |
guaranteed by the U.S. Government ............... | CONFIDENTIAL | 5613 219 | 5614 105 | 10.
a. Guaranteed portion of loans and leases | | ////////////////// | ////////////////// |
included in item 10 above .................... | | 5616 186 | 5617 95 | 10.a.
________________________________________________________________
</TABLE>
29
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 2/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-19
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-N--Continued
__________
| C473 |
______________________________________________________ ________
| (Column A) | (Column B) | (Column C) |
| Past due | Past due 90 | Nonaccrual |
| 30 through 89 | days or more | |
| days and still | and still | |
Memoranda | accruing | accruing | |
____________________ ____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
______________________________________________________ ____________________ ____________________ ____________________
<S> <C> <C> <C> <C>
1. Restructured loans and leases included in | | |
Schedule RC-N, items 1 through 8, above ......... | | | M.1.
2. Loans to finance commercial real estate, | | C O N F I D E N T I A L |
construction, and land development activities | C | |
(not secured by real estate) included in | O | |
Schedule RC-N, items 4 and 7, above ............. | N | | M.2.
F ____________________ ____________________
3. Loans secured by real estate in domestic offices | I | RCON Bil Mil Thou | RCON Bil Mil Thou |
D ____________________ ____________________
(included in Schedule RC-N, item 1, above): | E | ////////////////// | ////////////////// |
a. Construction and land development ............ | N | 2769 0 | 3492 3,944 | M.3.a.
b. Secured by farmland .......................... | T | 3494 0 | 3495 0 | M.3.b.
c. Secured by 1-4 family residential properties: | I | ////////////////// | ////////////////// |
(1) Revolving, open-end loans secured by | A | ////////////////// | ////////////////// |
1-4 family residential properties and | L | ////////////////// | ////////////////// |
extended under lines of credit ........... | | 5399 555 | 5400 2,919 | M.3.c.(1)
(2) All other loans secured by 1-4 family | | ////////////////// | ////////////////// |
residential properties ................... | | 5402 11,269 | 5403 17,064 | M.3.c.(2)
d. Secured by multifamily (5 or more) | | ////////////////// | ////////////////// |
residential properties ....................... | | 3500 2,300 | 3501 1,707 | M.3.d.
e. Secured by nonfarm nonresidential properties . | | 3503 2,799 | 3504 56,111 | M.3.e.
________________________________________________________________
</TABLE>
<TABLE>
<CAPTION>
___________________________________________
| (Column A) | (Column B) |
| Past due 30 | Past due 90 |
| through 89 days | days or more |
____________________ ____________________
| RCFD Bil Mil Thou | RCFD Bil Mil Thou |
____________________ ____________________
<S> <C> <C> <C>
4. Interest rate, foreign exchange rate, and other | | ////////////////// |
commodity and equity contracts: | | ////////////////// |
a. Book value of amounts carried as assets ...... | CONFIDENTIAL | 3528 0 | M.4.a.
b. Replacement cost of contracts with a | | ////////////////// |
positive replacement cost .................... | | 3530 0 | M.4.b.
___________________________________________
</TABLE>
30
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-20
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-O--Other Data for Deposit Insurance Assessments
Dollar Amounts in Thousands | RCON Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Unposted debits (see instructions): | ////////////////// |
a. Actual amount of all unposted debits ...................................................... | 0030 N/A | 1.a.
OR | ////////////////// |
b. Separate amount of unposted debits: | ////////////////// |
(1) Actual amount of unposted debits to demand deposits ................................... | 0031 0 | 1.b.(1)
(2) Actual amount of unposted debits to time and savings deposits(1) ...................... | 0032 0 | 1.b.(2)
2. Unposted credits (see instructions): | ////////////////// |
a. Actual amount of all unposted credits ..................................................... | 3510 N/A | 2.a.
OR | ////////////////// |
b. Separate amount of unposted credits: | ////////////////// |
(1) Actual amount of unposted credits to demand deposits .................................. | 3512 131,597 | 2.b.(1)
(2) Actual amount of unposted credits to time and savings deposits(1) ..................... | 3514 0 | 2.b.(2)
3. Uninvested trust funds (cash) held in bank's own trust department (not included in total | ////////////////// |
deposits in domestic offices) ................................................................ | 3520 0 | 3.
4. Deposits of consolidated subsidiaries in domestic offices and in insured branches in | ////////////////// |
Puerto Rico and U.S. territories and possessions (not included in total deposits): | ////////////////// |
a. Demand deposits of consolidated subsidiaries .............................................. | 2211 20,094 | 4.a.
b. Time and savings deposits(1) of consolidated subsidiaries ................................. | 2351 0 | 4.b.
c. Interest accrued and unpaid on deposits of consolidated subsidiaries ...................... | 5514 0 | 4.c.
5. Deposits in insured branches in Puerto Rico and U.S. territories and possessions: | ////////////////// |
a. Demand deposits in insured branches (included in Schedule RC-E, Part II) .................. | 2229 0 | 5.a.
b. Time and savings deposits(1) in insured branches (included in Schedule RC-E, Part II) ..... | 2383 0 | 5.b.
c. Interest accrued and unpaid on deposits in insured branches | ////////////////// |
(included in Schedule RC-G, item 1.b) ..................................................... | 5515 0 | 5.c.
______________________
______________________
Item 6 is not applicable to state nonmember banks that have not been authorized by the | ////////////////// |
Federal Reserve to act as pass-through correspondents. | ////////////////// |
6. Reserve balances actually passed through to the Federal Reserve by the reporting bank on | ////////////////// |
behalf of its respondent depository institutions that are also reflected as deposit liabilities| ////////////////// |
of the reporting bank: | ////////////////// |
a. Amount reflected in demand deposits (included in Schedule RC-E, Part I, | ////////////////// |
Memorandum item 4.a) ...................................................................... | 2314 0 | 6.a.
b. Amount reflected in time and savings deposits(1) (included in Schedule RC-E, Part I, | ////////////////// |
Memorandum item 4.b) ...................................................................... | 2315 0 | 6.b.
7. Unamortized premiums and discounts on time and savings deposits:(1) | ////////////////// |
a. Unamortized premiums ...................................................................... | 5516 0 | 7.a.
b. Unamortized discounts ..................................................................... | 5517 0 | 7.b.
______________________
_______________________________________________________________________________________________________________________________
| |
|8. To be completed by banks with "Oakar deposits." |
______________________
| Total "Adjusted Attributable Deposits" of all institutions acquired under Section 5(d)(3) of | ////////////////// | |
| the Federal Deposit Insurance Act (from most recent FDIC Oakar Transaction Worksheet(s)) .... | 5518 292,130 | 8. |
______________________
| |
_______________________________________________________________________________________________________________________________
______________________
9. Deposits in lifeline accounts ................................................................ | 5596 ///////////// | 9.
10. Benefit-responsive "Depository Institution Investment Contracts" (included in total | ////////////////// |
deposits in domestic offices) ................................................................ | 8432 0 | 10.
______________________
<FN>
______________
(1) For FDIC insurance assessment purposes, "time and savings deposits" consists of nontransaction
accounts and all transaction accounts other than demand deposits.
</TABLE>
31
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-21
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-O--Continued
Dollar Amounts in Thousands | RCON Bil Mil Thou |
______________________
__________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Adjustments to demand in domestic | ////////////////// |
| ////////////////// |
______________________
</TABLE>
<TABLE>
<S> <C>
_____________________________________________________________________________________________________________________________
| C477 |
Person to whom questions about the Reports of Condition and Income should be directed: __________
ROBERT DUFF, ASSISTANT VICE PRESIDENT (203) 986-2474
___________________________________________________________________________________ ______________________________________
Name and Title (TEXT 8901) Area code and phone number (TEXT 8902)
</TABLE>
32
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-22
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-R--Risk-Based Capital
This schedule must be completed by all banks as follows: Banks that reported total assets of $1 billion or more in Schedule RC,
item 12, for June 30, 1994, must complete items 2 through 9 and Memorandum item 1. Banks with assets of less than
$1 billion must complete items 1 through 3 below or Schedule RC-R in its entirety, depending on their response to item 1 below.
<S> <C>
1. Test for determining the extent to which Schedule RC-R must be completed. To be completed
____________
only by banks with total assets of less than $1 billion. Indicate in the appropriate | C480 |
_____ __________
box at the right whether the bank has total capital greater than or equal to eight percent | YES NO |
____________ _______________
of adjusted total assets ............................................................... | RCFD 6056 | |////| | 1.
_____________________________
For purposes of this test, adjusted total assets equals total assets less cash, U.S. Treasuries, U.S. Government
agency obligations, and 80 percent of U.S. Government-sponsored agency obligations plus the allowance for loan
and lease losses and selected off-balance sheet items as reported on Schedule RC-L (see instructions).
If the box marked YES has been checked, then the bank only has to complete items 2 and 3 below. If the box marked
NO has been checked, the bank must complete the remainder of this schedule.
A NO response to item 1 does not necessarily mean that the bank's actual risk-based capital ratio is less than eight
percent or that the bank is not in compliance with the risk-based capital guidelines.
</TABLE>
<TABLE>
<CAPTION>
___________________________________________
| (Column A) | (Column B) |
|Subordinated Debt(1)| Other |
| and Intermediate | Limited- |
Items 2 and 3 are to be completed by all banks. | Term Preferred | Life Capital |
| Stock | Instruments |
____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
______________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
2. Subordinated debt(1) and other limited-life capital instruments (original | ////////////////// | ////////////////// |
weighted average maturity of at least five years) with a remaining | ////////////////// | ////////////////// |
maturity of: | ////////////////// | ////////////////// |
a. One year or less ...................................................... | 3780 0 | 3786 0 | 2.a.
b. Over one year through two years ....................................... | 3781 0 | 3787 0 | 2.b.
c. Over two years through three years .................................... | 3782 0 | 3788 0 | 2.c.
d. Over three years through four years ................................... | 3783 0 | 3789 0 | 2.d.
e. Over four years through five years .................................... | 3784 0 | 3790 0 | 2.e.
f. Over five years ....................................................... | 3785 249,680 | 3791 0 | 2.f.
___________________________________________
3. Not applicable
___________________________________________
| (Column A) | (Column B) |
Items 4-9 and Memorandum item 1 are to be completed | Assets | Credit Equiv- |
by banks that answered NO to item 1 above and | Recorded | alent Amount |
by banks with total assets of $1 billion or more. | on the | of Off-Balance |
| Balance Sheet | Sheet Items(2) |
____________________ ____________________
4. Assets and credit equivalent amounts of off-balance sheet items assigned | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
____________________ ____________________
<S> <C> <C> <C>
to the Zero percent risk category: | ////////////////// | ////////////////// |
a. Assets recorded on the balance sheet: | ////////////////// | ////////////////// |
(1) Securities issued by, other claims on, and claims unconditionally | ////////////////// | ////////////////// |
guaranteed by, the U.S. Government and its agencies and other | ////////////////// | ////////////////// |
OECD central governments .......................................... | 3794 1,308,047 | ////////////////// | 4.a.(1)
(2) All other ......................................................... | 3795 233,619 | ////////////////// | 4.a.(2)
b. Credit equivalent amount of off-balance sheet items ................... | ////////////////// | 3796 0 | 4.b.
___________________________________________
<FN>
______________
(1) Exclude mandatory convertible debt reported in Schedule RC-M, item 7.e, "Total."
(2) Do not report in column B the risk-weighted amount of assets reported in column A.
</TABLE>
33
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 6/30/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-23
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-R--Continued
___________________________________________
| (Column A) | (Column B) |
| Assets | Credit Equiv- |
| Recorded | alent Amount |
| on the | of Off-Balance |
| Balance Sheet | Sheet Items(1) |
____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
______________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
5. Assets and credit equivalent amounts of off-balance sheet items | ////////////////// | ////////////////// |
assigned to the 20 percent risk category: | ////////////////// | ////////////////// |
a. Assets recorded on the balance sheet: | ////////////////// | ////////////////// |
(1) Claims conditionally guaranteed by the U.S. Government and its | ////////////////// | ////////////////// |
agencies and other OECD central governments ....................... | 3798 23,305 | ////////////////// | 5.a.(1)
(2) Claims collateralized by securities issued by the U.S. Govern- | ////////////////// | ////////////////// |
ment and its agencies and other OECD central governments; by | ////////////////// | ////////////////// |
securities issued by U.S. Government-sponsored agencies; and | ////////////////// | ////////////////// |
by cash on deposit ................................................ | 3799 0 | ////////////////// | 5.a.(2)
(3) All other ......................................................... | 3800 3,533,486 | ////////////////// | 5.a.(3)
b. Credit equivalent amount of off-balance sheet items ................... | ////////////////// | 3801 155,843 | 5.b.
6. Assets and credit equivalent amounts of off-balance sheet items | ////////////////// | ////////////////// |
assigned to the 50 percent risk category: | ////////////////// | ////////////////// |
a. Assets recorded on the balance sheet .................................. | 3802 3,238,638 | ////////////////// | 6.a.
b. Credit equivalent amount of off-balance sheet items ................... | ////////////////// | 3803 111,220 | 6.b.
7. Assets and credit equivalent amounts of off-balance sheet items | ////////////////// | ////////////////// |
assigned to the 100 percent risk category: | ////////////////// | ////////////////// |
a. Assets recorded on the balance sheet .................................. | 3804 10,965,708 | ////////////////// | 7.a.
b. Credit equivalent amount of off-balance sheet items ................... | ////////////////// | 3805 3,260,450 | 7.b.
8. On-balance sheet asset values excluded from the calculation of the | ////////////////// | ////////////////// |
risk-based capital ratio(2) .............................................. | 3806 1,025 | ////////////////// | 8.
9. Total assets recorded on the balance sheet (sum of | ////////////////// | ////////////////// |
items 4.a, 5.a, 6.a, 7.a, and 8, column A)(must equal Schedule RC, | ////////////////// | ////////////////// |
item 12 plus items 4.b and 4.c) .......................................... | 3807 19,303,828 | ////////////////// | 9.
___________________________________________
______________
(1) Do not report in column B the risk-weighted amount of assets reported in column A.
(2) Until a final rule on the regulatory capital treatment of net unrealized holding gains (losses) on available-for-sale
securities that is applicable to the reporting bank has taken effect, a bank that has adopted FASB Statement No. 115 should
include the difference between the fair value and the amortized cost of its available-for-sale securities in item 8 and report
the amortized cost of these securities in items 4 through 7 above. Item 8 also includes on-balance sheet asset values (or
portions thereof) of off-balance sheet interest rate, foreign exchange rate, and commodity contracts and those contracts (e.g.,
futures contracts) not subject to risk-based capital. Exclude from item 8 margin accounts and accrued receivables as well as
any portion of the allowance for loan and lease losses in excess of the amount that may be included in Tier 2 capital.
(3) Exclude foreign exchange contracts with an original maturity of 14 days or less and all future contracts.
</TABLE>
34
