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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 11, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE HERTZ CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
Delaware 13-1938568
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION
OF INCORPORATION OR NO.)
ORGANIZATION)
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225 Brae Boulevard
Park Ridge, New Jersey 07656-0713
(201) 307-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
HAROLD E. ROLFE, ESQ.
Senior Vice President, General Counsel and Secretary
The Hertz Corporation
225 Brae Boulevard
Park Ridge, New Jersey 07656-0713
(201) 307-2000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copy to:
JOSEPH McLAUGHLIN, ESQ.
Brown & Wood LLP
One World Trade Center, 57th Floor
New York, New York 10048
(212) 839-5312
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are being 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. [ ]
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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 if the earlier effective registration statement
for the same offering. [ ]
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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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TITLE OF EACH AMOUNT PROPOSED MAXIMUM AGGREGATE AMOUNT OF
CLASS OF SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER UNIT(2) PRICE(2) FEE
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<S> <C> <C> <C> <C>
Debt Securities...................... $1,500,000,000 100% $1,500,000,000 $417,000
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(1) Such amount in U.S. dollars or the equivalent thereof in foreign currencies
as shall result in an aggregate initial public offering price for all
securities of $1,500,000,000.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS
NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED JUNE 11, 1999.
PROSPECTUS [HERTZ LOGO]
THE HERTZ CORPORATION
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DEBT SECURITIES
We may offer from time to time by means of this prospectus up to
$1,500,000,000 principal amount of our unsecured debt securities. These
securities may be senior, senior subordinated or junior subordinated in priority
of payment. The specific terms will be determined at the time of sale. We may
issue the securities in one or more series, with the same or various maturities,
at or above par or with original issue discount, and in fully registered or
book-entry form.
PROSPECTUS SUPPLEMENT
A supplement to this prospectus for each offering of securities will
contain the specific information and terms for that offering.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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Our principal executive offices are located at 225 Brae Boulevard, Park
Ridge, New Jersey 07656-0713. Our telephone number is (201) 307-2000.
We may offer the securities directly or through underwriters, agents or
dealers. The Supplement for an Offering of securities will describe the plan of
distribution for that offering. See also "Plan of Distribution" below for
additional information.
JUNE 11, 1999
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission ("SEC"). You may read
and copy our filed reports, proxy statements and other information at the SEC's
Public Reference Rooms at (a) 450 Fifth Street, N.W., Washington, D.C. 20549;
(b) Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511; and (c) Seven World Trade Center, New York, New York 10048. You can
also request copies of these documents, upon payment of a duplicating fee, by
writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the SEC's Public Reference Rooms. Our SEC
filings are also available to the public on the SEC's Internet site
(http://www.sec.gov). Information about our company is also available to the
public from our website (http://www.hertz.com).
We have filed a registration statement on Form S-3 with the SEC covering
the securities described in this prospectus. For further information about us
and those securities, you should refer to our registration statement and its
exhibits. We have summarized certain key provisions of contracts and other
documents that we refer to in this prospectus. Because a summary may not contain
all the information that is important to you, you should review the full text of
the document. We have included copies of these documents as exhibits to our
registration statement.
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to another document that we file with the SEC. The information
incorporated by reference is an important part of this prospectus. Information
that we file later with the SEC will automatically update and supersede any
information that is already on file . We incorporate by reference the documents
listed below and any future filings made with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), until we sell all of the securities.
- Our Annual Report on Form 10-K for the fiscal year ended December 31,
1998;
- Our Quarterly Report on Form 10-Q for the quarter ended March 31, 1999;
and
- Our Current Reports on Form 8-K dated January 21, 1999, February 5, 1999,
March 24, 1999, April 15, 1999, April 28, 1999 and May 20, 1999.
You may request a copy of these filings (other than exhibits) at no cost,
by writing or telephoning us at 225 Brae Boulevard, Park Ridge, New Jersey
07656-0713, (201) 307-2000.
You should rely only on the information contained or incorporated by
reference in this prospectus, any prospectus supplement or any pricing
supplement. We have not authorized anyone to provide you with any other
information. We are not making an offer of these securities in any state where
the offer is not permitted. You should not assume that the information in this
prospectus, any accompanying prospectus supplement or any document incorporated
by reference is accurate as of any date other than the date on the front of the
document.
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THE HERTZ CORPORATION
We and our affiliates and independent licensees operate what we believe is
the largest car rental business in the world based upon revenues and volume of
rental transactions and one of the largest industrial and construction equipment
rental businesses in the United States based upon revenues. Our "Hertz" brand
name is recognized worldwide as a leader in quality rental and leasing services
and products. We and our affiliates and independent licensees, rent and lease
cars and light trucks, rent industrial and construction equipment and operate
our other businesses from over 6,000 locations throughout the United States and
about 140 foreign countries and jurisdictions.
Ford Motor Company ("Ford") beneficially owns (i) 49.6% of our outstanding
Class A Common Stock (which has one vote per share) and (ii) 100% of our
outstanding Class B Common Stock (which has five votes per share). The common
stock beneficially owned by Ford represents in the aggregate 94.5% of the
combined voting power of all of our outstanding common stock. Accordingly, Ford
is able to direct the election of all of the members of our Board of Directors
and to exercise a controlling influence over our business and affairs.
USE OF PROCEEDS
The net proceeds from the sale of the Debt Securities will be added to our
general funds. We anticipate that the proceeds will be used for general
corporate purposes, potential acquisitions and to reduce short-term borrowings.
We expect to issue additional long-term and short-term debt. You should expect
the proportionate amounts of each to vary from time to time as a result of our
business requirements, market conditions and other factors.
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CERTAIN RELATIONSHIPS
In February 1997, Ford extended to us a line of credit of $500 million
which currently expires June 30, 2000. This line of credit has an evergreen
feature that provides on an annual basis for automatic one-year extensions of
the expiration date, unless timely notice is provided by Ford at least one year
prior to the then scheduled expiration date. At December 31, 1998, we had $250
million of outstanding loans from Ford.
Over the three years ended December 31, 1998, on a weighted average basis,
approximately 64% of the cars acquired by us for our U.S. car rental fleet, and
approximately 23% of the cars that we acquired for our international fleet, were
manufactured by Ford. During 1998, approximately 63% of the cars that we
acquired domestically were manufactured by Ford. The percentage of Ford cars
that we acquired for our U.S. car rental fleet is expected to remain at these or
higher levels in the future. In 1998, approximately 26% of the cars that we
acquired for our international fleet were manufactured by Ford, which
represented the largest percentage of any automobile manufacturer in that year.
See Note 9 to the "Notes to Consolidated Financial Statements" in our Annual
Report on Form 10-K for the year ended December 31, 1998.
We have entered into a car supply agreement with Ford (the "Car Supply
Agreement"). The Car Supply Agreement commenced on September 1, 1997 for a
period of ten years. Under the Car Supply Agreement, we have agreed with Ford to
negotiate in good faith on an annual basis with respect to the supply of cars.
Ford has agreed to supply to us and we have agreed to purchase from Ford, for
each car model year during the term of the agreement (i.e., the 1998 model year
through the 2007 model year), (a) the lesser of 150,000 cars or 55% of our fleet
requirements for our car rental business conducted in the United States; (b) 35%
of our fleet requirements for our car rental business conducted in Europe; and
(c) 55% of our fleet requirements for our car rental business conducted other
than in the United States and Europe. For each model year, at least 50% of the
cars supplied by Ford are required to be non-risk cars. The Car Supply Agreement
also provides that, for each model year, Ford must strive to offer car fleet
programs to us on terms and conditions that are competitive with terms and
conditions for the supply of cars then being offered by other automobile
manufacturers to us and other daily car rental companies. In addition, for each
model year, Ford must supply cars to us on terms and conditions that are no less
favorable than those offered by Ford to other daily car rental companies,
excluding franchised Ford vehicle dealers who rent cars.
We have entered into a joint advertising agreement with Ford (the "Joint
Advertising Agreement"). The Joint Advertising Agreement commenced on September
1, 1997 for a period of ten years. Under the Joint Advertising Agreement, Ford
has agreed to pay us one-half of our advertising costs, up to a limit of $39
million for the first year and, for each year thereafter, a limit equal to the
prior year's limit adjusted for inflation, subject to a ceiling. In addition, if
for any fiscal year, one-half of our advertising costs exceed such limit and we
have purchased from Ford a percentage of our car fleet requirements for our car
rental business conducted in the United States for the corresponding model year
(the "Ford Vehicle Share") equal to 58% or more, then Ford will pay to us
additional amounts for such excess advertising costs. To be eligible for cost
reimbursement under the Joint Advertising Agreement, the advertising must meet
certain conditions, including the condition that it indicates that we feature
Ford vehicles in a manner and with a prominence that is reasonably satisfactory
to Ford. The Joint Advertising Agreement further provides that if the Ford
Vehicle Share for any model year is less than 55%, Ford will not be obligated to
pay us any amount for our advertising costs for that year, except to the extent
that our failure to achieve a 55% Ford Vehicle Share is attributable to (a)
Ford's failure to supply a sufficient quantity of cars for us to achieve a 55%
Ford Vehicle Share or (b) the fact that the terms and conditions of Ford's car
fleet programs offered to us were not competitive with the terms and conditions
for the supply of cars offered by other automobile manufacturers to us and other
daily car rental companies. In no event, however, will Ford be required to pay
any amount for our advertising costs for any year if the Ford Vehicle Share for
the corresponding model year is less than 40%.
See "The Hertz Corporation" above for information relating to Ford's
controlling influence over our business and affairs. See also the "Notes to
Consolidated Financial Statements" in the Corporation's Annual Report on Form
10-K for the year ended December 31, 1998 for additional information relating to
transactions involving Ford and us.
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DESCRIPTION OF DEBT SECURITIES
We will issue the Senior Debt Securities under an indenture, dated as of
December 1, 1994 (the "Senior Indenture"), between us and First Union National
Bank (formerly First Fidelity Bank, National Association), as Trustee (the
"Senior Trustee"). We will issue the Senior Subordinated Debt Securities under
an indenture, dated as of June 1, 1989 (the "Senior Subordinated Indenture"),
between us and The Bank of New York, as Trustee (the "Senior Subordinated
Trustee"). We will issue the Junior Subordinated Debt Securities under an
indenture, dated as of July 1, 1993 (the "Junior Subordinated Indenture"),
between us and Citibank, N.A., as trustee (the "Junior Subordinated Trustee").
The Senior Subordinated Indenture and the Junior Subordinated Indenture are
referred to in this prospectus collectively as the "Subordinated Indentures,"
the Senior Subordinated Debt Securities and the Junior Subordinated Debt
Securities are referred to in this prospectus collectively as the "Subordinated
Debt Securities," and the Senior Subordinated Trustee and the Junior
Subordinated Trustee are referred to in this prospectus collectively as the
"Subordinated Trustees."
For more information you should refer to the Senior Indenture, the Senior
Subordinated Indenture and the Junior Subordinated Indenture that we have filed
as exhibits to the Registration Statement of which this prospectus forms a part.
The Senior Indenture, the Senior Subordinated Indenture and the Junior
Subordinated Indenture are sometimes referred to collectively as the
"Indentures" and the Senior Trustee, the Senior Subordinated Trustee and the
Junior Subordinated Trustee are sometimes referred to collectively as the
"Trustees."
The following summaries of certain provisions of the Indentures are not
complete and are subject to and are qualified in their entirety by reference to
all the provisions of the Indentures, including the definitions contained in the
Indentures of certain terms. References to Sections apply to each Indenture,
except:
- references to sections included under the caption "Subordination of
Senior Subordinated Debt Securities" apply to the Senior Subordinated
Indenture only,
- references to sections included under the caption "Subordination of
Junior Subordinated Debt Securities" apply to the Junior Subordinated
Indenture only,
- references to sections included under the caption "Certain
Covenants -- Dividend Restrictions and Limitations on Certain Loans and
Advances" apply to the Subordinated Indentures only, and
- as otherwise expressly provided.
The following sets forth certain general terms and provisions of the Senior Debt
Securities, the Senior Subordinated Debt Securities and the Junior Subordinated
Debt Securities (together the "Debt Securities") offered in this prospectus.
Further terms of the Debt Securities shall be set forth in applicable prospectus
supplements.
GENERAL
The Debt Securities to be offered by this prospectus are limited to
$1,500,000,000 in aggregate principal amount. However, the Indentures do not
limit the amount of Debt Securities which we can issue and provide that we can
issue additional securities under the Indentures up to the aggregate principal
amount which we may authorize from time to time. (Section 301)
While the covenants contained in each Indenture may provide limited
protection to debt holders in the event of a highly leveraged transaction
involving us, the Indentures do not prohibit the incurrence of additional
Senior, Senior Subordinated or Junior Subordinated Debt. Subject to certain
exceptions described below under "Limitations on Secured Debt," outstanding Debt
Securities and other qualified indebtedness shall be secured equally and
ratably, subject to applicable priorities of payment, with any additional
Secured Debt incurred by us. (Section 1004) Unless otherwise indicated in the
applicable prospectus supplement, the Debt Securities will not have the benefit
of any covenant requiring redemption or repurchase of the Debt Securities by us,
or adjustment to any terms of the Debt Securities, upon any change in control or
recapitalization that we may undergo.
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You should refer to the applicable prospectus supplement for the following
terms of the particular series of Debt Securities being offered:
1. the designation and any limitation on the aggregate principal amount of
the series;
2. whether the securities are Senior Debt Securities, Senior Subordinated
Debt Securities, or Junior Subordinated Debt Securities;
3. the currency or currencies for which Debt Securities may be purchased
and currency or currencies in which principal and any interest may be
payable;
4. if the currency for which Debt Securities may be purchased or in which
principal and any interest may be payable is at the purchaser's
election, the manner in which such an election may be made;
5. the percentage of principal amount at which the series will be issued;
6. the date or dates on which the principal of the series will be payable;
7. the rate or rates per annum, if any, at which the series will bear
interest or the method of calculating the rate or rates per annum;
8. the date or dates from which any interest will accrue and the times at
which any interest will be payable;
9. the place or places where the principal and interest, if any, on Debt
Securities of the series shall be payable;
10. the terms, if any, on which Debt Securities of the series may be
redeemed at our option;
11. our obligation, if any, to redeem, purchase or repay Debt Securities of
the series;
12. the minimum denomination in which Debt Securities of the series will be
issued;
13. if other than the principal amount, the portion of the principal amount
of the Debt Securities of the series that will be payable upon a
declaration of acceleration of the maturity of the Debt Securities;
14. whether the Debt Securities of the series may be issuable in the form
of one or more global securities; and
15. any other special terms.
We may issue Debt Securities as discounted Debt Securities, bearing no
interest or interest at a rate which at the time of issuance is below market
rates, to be sold at a substantial discount below their stated principal amount.
Federal income tax consequences and other special considerations applicable to
any such discounted Debt Securities will be described in the applicable
prospectus supplement.
We will issue the Debt Securities only in registered form without coupons,
and the Debt Securities will be our unsecured obligations. The Senior Debt
Securities will rank on a parity with other senior debt securities of ours. The
Senior Subordinated Debt Securities will rank on a parity with our other senior
subordinated debt securities and be subordinated in right of payment to the
prior payment in full of our Senior Indebtedness (as defined in the Senior
Subordinated Indenture), as described below under "Subordination of Senior
Subordinated Debt Securities." The Junior Subordinated Debt Securities will rank
on a parity with our other junior subordinated debt securities and be
subordinated in right of payment to the prior payment in full of our Senior
Indebtedness (as defined in the Junior Subordinated Indenture). When used in
connection with Junior Subordinated Debt Securities, Senior Indebtedness
includes Senior Debt Securities and Senior Subordinated Debt Securities, as
described under "Subordination of Junior Subordinated Debt Securities."
Unless otherwise provided in the applicable prospectus supplement relating
to a particular series of Debt Securities, principal, premium, if any, and
interest, if any, will be payable at an office or agency to be maintained by us
in such place or places described in the applicable prospectus supplement. We
currently contemplate this place to be in The City of New York, except that, at
our option, interest may be paid by check mailed to the person entitled to the
interest. You may present the Debt Securities to the corporate trust office of
the applicable
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Trustee for registration of transfer or exchange. Senior Debt Securities of any
series subject to repayment prior to their stated maturity at the option of the
Holder may be so repaid by submitting the appropriate form to the place of
payment specified in the terms of the debt security and as provided in the
applicable prospectus supplement. You may exchange Debt Securities of a
particular series for a like aggregate amount of Debt Securities of such series
of other authorized denominations without service charge, except for any tax or
other governmental charge that may be imposed. (Sections 301, 302, 305 and 1002)
BOOK-ENTRY
If so indicated in the applicable prospectus supplement, upon issuance, all
Debt Securities will be represented by one or more fully registered global
securities (the "Global Notes"). In any such case, The Depository Trust Company
(the "Depository"), New York, New York, will act as securities depository for
the issue of Debt Securities. These Debt Securities will be issued as
fully-registered Global Notes registered in the name of Cede & Co., which is the
Depository's partnership nominee. One fully-registered Global Note will be
issued for each issue of Debt Securities, in the aggregate principal amount of
the issue, and will be deposited with the Depository; provided, however, that if
the aggregate principal amount of any issue exceeds $200 million, one Global
Note will be issued with respect to each $200 million of principal amount and an
additional Global Note will be issued with respect to any remaining principal
amount of the issue.
The Depository has advised us as follows:
The Depository is a limited-purpose trust company organized under the
New York Banking Law, a "banking organization" within the meaning of the
New York Banking Law, 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. The Depository holds securities
that its participants ("Participants") deposit with the Depository. The
Depository also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in Participants'
accounts, thereby eliminating the need for physical movement of securities
certificates. Participants include securities brokers and dealers, banks,
trust companies, clearing corporations, and certain other organizations.
The Depository is owned by a number of its Participants and by the New York
Stock Exchange, Inc., the American Stock Exchange LLC and the National
Association of Securities Dealers, Inc. Access to the Depository's
book-entry system is also available to others such as securities brokers
and dealers, banks, and trust companies that clear through or maintain a
custodial relationship with a Participant, either directly or indirectly
("Indirect Participants"). The rules applicable to the Depository and its
Participants are on file with the Securities and Exchange Commission.
Purchases of Debt Securities represented by one or more Global Notes
under the Depository's book-entry system must be made by or through
Participants, which will receive a credit for the Debt Securities on the
Depository's records. The ownership interest of each actual purchaser of
each Debt Security (a "Beneficial Owner") is in turn to be recorded on the
Participants' and Indirect Participants' records. Beneficial Owners will
not receive written confirmation from the Depository of their purchases,
but each Beneficial Owner is expected to receive written confirmation
providing details of the transaction, as well as periodic statements of its
holdings, from the Participant or Indirect Participant through which the
Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Debt Securities will be accomplished by entries made on
the books of Participants acting on behalf of Beneficial Owners. Beneficial
Owners will not receive certificates representing their ownership interests
in any Debt Securities, except in the event that use of the book-entry
system for the Debt Securities is discontinued.
To facilitate subsequent transfers, all Debt Securities represented by
one or more Global Notes deposited by Participants with the Depository will
be registered in the name of Cede & Co. The deposit of one or more Global
Notes with the Depository and their registration in the name of Cede & Co.
effect no change in beneficial ownership. The Depository will have no
knowledge of the actual Beneficial Owners of any Debt Securities
represented by Global Notes; the Depository records will reflect only the
identity of the Participants to whose accounts the Debt Securities
represented by any Global Notes are credited,
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which may or may not be the Beneficial Owners. The Participants will remain
responsible for keeping account of their holdings on behalf of their
customers.
Conveyance of notices and other communications by the Depository to
Participants, by Participants to Indirect Participants, and by Participants
and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time. Neither the Depository
nor Cede & Co. will consent or vote with respect to any Debt Securities
represented by one or more Global Notes.
Principal and interest payments on the Debt Securities represented by
one or more Global Notes will be made to the Depository. The Depository's
practice is to credit Participants' accounts on the payable date in
accordance with their respective holdings shown on the Depository's records
unless the Depository has reason to believe that it will not receive
payment on the payable date. Payments by Participants to Beneficial Owners
will be governed by standing instructions and customary practices, as is
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
Participant and not of the Depository, or us, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
principal and interest to the Depository will be our responsibility,
disbursement of such payments to Participants shall be the responsibility
of the Depository, and disbursement of such payments to the Beneficial
Owners shall be the responsibility of Participants and Indirect
Participants.
The Depository may discontinue providing its services as securities
depository with respect to any issue of Debt Securities represented by one
or more Global Notes at any time by giving reasonable notice to us. Under
such circumstances, in the event that a successor securities depository is
not obtained, definitive certificates representing Debt Securities will be
required to be printed and delivered. We may decide to discontinue use of
the system of book-entry transfers through the Depository (or a successor
securities depository). In such event definitive certificates representing
Debt Securities will be printed and delivered.
Management at the Depository is aware that some computer applications,
systems, and the like for processing data ("Systems") that are dependent
upon calendar dates, including dates before, on, and after January 1, 2000,
may encounter "Year 2000 problems." The Depository has informed its
Participants, Indirect Participants and other members of the financial
community (the "Industry") that it has developed and is implementing a
program so that its Systems, as the same relate to the timely payment of
distributions, (including principal and income payments) to
securityholders, book-entry deliveries, and settlement of trades within the
Depository, continue to function appropriately. This program includes a
technical assessment and a remediation plan, each of which is complete.
Additionally, the Depository's plan includes a testing phase, which is
expected to be completed within appropriate time frames.
However, the Depository's ability to perform properly its services is
also dependent upon other parties, including but not limited to issuers and
their agents, as well as the Depository's Participants, Indirect
Participants and third party vendors from whom the Depository licenses
software and hardware, and third party vendors on whom the Depository
relies for information or the provision of services, including
telecommunication and electrical utility service providers, among others.
The Depository has informed the Industry that it is contacting (and will
continue to contact) third party vendors from whom the Depository acquires
services to: (i) impress upon them the importance of such services being
Year 2000 compliant; and (ii) determine the extent of their efforts for
Year 2000 remediation (and, as appropriate, testing) of their services. In
addition, the Depository is in the process of developing such contingency
plans as it deems appropriate.
According to the Depository, the foregoing information with respect to
the Depository has been provided to the Industry for informational purposes
only and is not intended to serve as a representation, warranty, or
contract modification of any kind.
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The information in this section concerning the Depository's book-entry
system has been obtained from sources that we believe to be reliable, but we
take no responsibility for its accuracy.
SUBORDINATION OF SENIOR SUBORDINATED DEBT SECURITIES
Payment of the principal of, premium, if any, and interest on the Senior
Subordinated Debt Securities is expressly subordinated in right of payment, as
set forth in the Senior Subordinated Indenture, to payment when due of all our
Senior Indebtedness, as the term is defined with respect to the Senior
Subordinated Debt Securities. (Section 1401) "Senior Indebtedness" is used under
this caption "Subordination of Senior Subordinated Debt Securities" as defined
in the Senior Subordinated Indenture. "Senior Indebtedness" is defined in the
Senior Subordinated Indenture as
(a) our outstanding indebtedness listed on Schedule A to the Senior
Subordinated Indenture,
(b) any promissory notes (other than any referred to in the foregoing
clause (a)) issued by us pursuant to any agreement between us and any
bank or banks and any commercial paper issued by us,
(c) all indebtedness incurred by us after the date of the Senior
Subordinated Indenture for money borrowed which is, in our discretion,
specifically designated by us as superior to our subordinated debt
(senior debt) in the instruments evidencing said indebtedness at the
time of the issuance of such indebtedness,
(d) all indebtedness previously incurred by us outstanding at the date of
the Senior Subordinated Indenture for money borrowed which is, in our
discretion, specifically designated by us as Senior Indebtedness for
the purposes of the Senior Subordinated Indenture at the date of the
Senior Subordinated Indenture (all of such indebtedness is set forth on
Schedule B attached to the Senior Subordinated Indenture),
(e) our indebtedness for money borrowed from or guaranteed to persons,
firms or corporations which engage in lending money, including, without
limitation, banks, trust companies, insurance companies and other
financing institutions and charitable trusts, pension trusts and other
investing organizations, evidenced by notes or similar obligations,
unless such indebtedness shall, in the instrument evidencing the same,
be specifically designated as not being superior to the Senior
Subordinated Debt Securities and
(f) any amendments, modifications, supplements, deferrals, renewals or
extensions of any such Senior Indebtedness. (Section 101)
No payment on account of principal, premium, if any, sinking fund, or
interest on the Senior Subordinated Debt Securities may be made, nor may any of
our property or assets be applied to the purchase or other acquisition or
retirement of the Senior Subordinated Debt Securities, unless full payment of
amounts then due for principal, premium, if any, sinking fund, and interest on
Senior Indebtedness has been made or duly provided for in money or money's
worth. No payment by us on account of principal, premium, if any, sinking fund,
or interest on the Senior Subordinated Debt Securities may be made, nor may any
of our property or assets be applied to the purchase or other acquisition or
retirement of the Senior Subordinated Debt Securities, if, at the time of such
payment or application or immediately after giving effect to such payment or
application,
(i) there exists under the Senior Indebtedness referred to in clause (a)
of the immediately preceding paragraph or any agreement pursuant to
which any such Senior Indebtedness is issued any default or any
condition, event or act, which with notice or lapse of time, or both,
would constitute a default or
(ii) there exists under any other Senior Indebtedness or any agreement
pursuant to which such other Senior Indebtedness is issued any event
of default permitting the holders of such other Senior Indebtedness
(or a trustee on behalf of such holders) to accelerate the maturity of
such Senior Indebtedness; provided, however, that in the case of such
an event of default (other than in payment of such other Senior
Indebtedness when due) the foregoing provisions of this clause (ii)
will not prevent any such payment or application for a period longer
than 90 days after the date on which the
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holders of such Senior Indebtedness (or such trustee) shall have first
obtained written notice of such event of default from us or the holder
of any Senior Subordinated Debt Securities, if the maturity of such
other Senior Indebtedness is not so accelerated within such 90 day
period. (Section 1402)
Subject to the foregoing, if there shall have occurred any Event of Default
on the Senior Subordinated Debt Securities as described below under "Events of
Default and Notice," other than with respect to certain events of bankruptcy,
insolvency or reorganization, then unless and until either such Event of Default
shall have been cured or waived or shall have ceased to exist or the principal
of, premium, if any, and interest on all Senior Indebtedness shall have been
paid in full in money or money's worth, no payment shall be made by us on
account of the principal of, premium, if any, or interest on the Senior
Subordinated Debt Securities or on account of the purchase or other acquisition
of Senior Subordinated Debt Securities, except
- payments at the expressed maturity of the Senior Subordinated Debt
Securities, subject to the next paragraph,
- current interest payments as provided in the Senior Subordinated Debt
Securities,
- payments for the purpose of curing any such Event of Default, and
- payments pursuant to the required sinking fund for the Senior
Subordinated Debt Securities. (Section 1402)
Upon any payment or distribution of our assets to creditors in the event of
our dissolution or winding-up or total or partial liquidation or reorganization
or similar proceeding relating to us or our property, whether voluntary or
involuntary and whether or not we are a party to the proceeding, or in
bankruptcy, insolvency, receivership or other proceedings, all principal,
premium, if any, and interest due upon all Senior Indebtedness must be paid in
full before the holders of the Senior Subordinated Debt Securities are entitled
to receive or retain any assets so paid or distributed. Subject to the payment
in full of all Senior Indebtedness, the holders of the Senior Subordinated Debt
Securities are to be subrogated to the rights of holders of Senior Indebtedness
to receive payments or distributions of our assets or other payments applicable
to Senior Indebtedness to the extent of the application to Senior Indebtedness
of moneys or other assets which would have been received by the holders of the
Senior Subordinated Debt Securities but for the subordination provisions
contained in the Senior Subordinated Indenture until the Senior Subordinated
Debt Securities are paid in full. (Sections 1403 and 1405)
At December 31, 1998, the outstanding principal amount of Senior
Indebtedness aggregated approximately $4,846 million. We expect to issue from
time to time additional indebtedness constituting Senior Indebtedness and senior
subordinated debt (see "Use of Proceeds"). None of the Indentures prohibits or
limits us from incurring additional Senior Indebtedness.
By reason of the subordination provisions contained in the Senior
Subordinated Indenture, in the event of insolvency, our creditors who are
holders of Senior Indebtedness, as well as certain of our general creditors, may
recover more, ratably, than the holders of the Senior Subordinated Debt
Securities.
SUBORDINATION OF JUNIOR SUBORDINATED DEBT SECURITIES
Payment of the principal of, premium, if any, and interest on the Junior
Subordinated Debt Securities is expressly subordinated in right of payment, as
set forth in the Junior Subordinated Indenture, to payment when due of all our
Senior Indebtedness, as the term is defined with respect to the Junior
Subordinated Debt Securities. (Section 1401) "Senior Indebtedness" is defined in
the Junior Subordinated Indenture as:
- any promissory notes issued by us pursuant to any agreement between us
and any bank or banks and any commercial paper issued by us,
- all our existing and future indebtedness for borrowed money (including
guarantees by us of indebtedness for borrowed money of others),
- all our obligations specified on Schedule A to the Junior Subordinated
Indenture,
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- our indebtedness for money borrowed from or guaranteed to persons, firms
or corporations which engage in lending money, including, without
limitation, banks, trust companies, insurance companies and other
financing institutions and charitable trusts, pension trusts and other
investing organizations, evidenced by notes or similar obligations,
unless such indebtedness shall, in the instrument evidencing the same, be
specifically designated as not being superior to the Junior Subordinated
Debt Securities of any series,
- all our other existing and future obligations (including but not limited
to (x) obligations under interest rate and currency swaps, caps, collars,
options and similar arrangements and (y) our guarantees of obligations of
others) that are designated in the instruments evidencing said
obligations as being superior in right of payment to the Junior
Subordinated Debt Securities, and
- any amendments, modifications, supplements, deferrals, renewals or
extensions of any such Senior Indebtedness; provided, that Senior
Indebtedness shall not include the Junior Subordinated Debt Securities of
any series. (Section 101)
No payment on account of principal, premium, if any, sinking fund, or
interest on the Junior Subordinated Debt Securities may be made, nor may any of
our property or assets be applied to the purchase or other acquisition or
retirement of the Junior Subordinated Debt Securities, unless full payment of
amounts then due for principal, premium, if any, sinking fund, and interest on
Senior Indebtedness has been made or duly provided for in money or money's
worth. No payment by us on account of principal, premium, if any, sinking fund,
or interest on the Junior Subordinated Debt Securities may be made, nor may any
of our property or assets be applied to the purchase or other acquisition or
retirement of the Junior Subordinated Debt Securities, if, at the time of such
payment or application or immediately after giving effect to such payment or
application, there exists under any Senior Indebtedness or any agreement
pursuant to which such Senior Indebtedness is issued any event of default
permitting the holders of such Senior Indebtedness (or a trustee on behalf of
such holders) to accelerate its maturity; provided, however, that in the case of
such an event of default (other than in payment of such Senior Indebtedness when
due) the foregoing provisions of this sentence will not prevent any such payment
or application for a period longer than 90 days after the date on which the
holders of such Senior Indebtedness (or such trustee) shall have first obtained
written notice of such event of default from us or the holder of any Junior
Subordinated Debt Securities, if the maturity of such Senior Indebtedness is not
so accelerated within such 90 day period. (Section 1402)
Subject to the foregoing, if there shall have occurred any Event of Default
on the Junior Subordinated Debt Securities as described below under "Events of
Default and Notice," other than with respect to certain events of bankruptcy,
insolvency or reorganization, then unless and until either such Event of Default
shall have been cured or waived or shall have ceased to exist or the principal
of, premium, if any, and interest on all Senior Indebtedness shall have been
paid in full in money or money's worth, no payment shall be made by us on
account of the principal of, premium, if any, or interest on the Junior
Subordinated Debt Securities or on account of the purchase or other acquisition
of Junior Subordinated Debt Securities, except:
- payments at the expressed maturity of the Junior Subordinated Debt
Securities (subject to the next paragraph),
- current interest payments as provided in the Junior Subordinated Debt
Securities,
- payments for the purpose of curing any such Event of Default, and
- payments pursuant to the required sinking fund for the Junior
Subordinated Debt Securities. (Section 1402)
Upon any payment or distribution of our assets to creditors in the event of
our dissolution or winding-up or total or partial liquidation or reorganization
or similar proceeding relating to us or our property, whether voluntary or
involuntary and whether or not we are a party to such proceeding, or in
bankruptcy, insolvency,
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receivership or other proceedings, all principal, premium, if any, and interest
due upon all Senior Indebtedness must be paid in full before the holders of the
Junior Subordinated Debt Securities are entitled to receive or retain any assets
so paid or distributed. Subject to the payment in full of all Senior
Indebtedness, the holders of the Junior Subordinated Debt Securities are to be
subrogated to the rights of holders of Senior Indebtedness to receive payments
or distributions of our assets or other payments applicable to Senior
Indebtedness to the extent of the application to Senior Indebtedness of moneys
or other assets which would have been received by the holders of the Junior
Subordinated Debt Securities but for the subordination provisions contained in
the Junior Subordinated Indenture until the Junior Subordinated Debt Securities
are paid in full. (Sections 1403 and 1405)
At December 31, 1998, Junior Subordinated Debt (as defined in the Junior
Subordinated Indenture) aggregated approximately $400 million and Senior
Indebtedness (as defined in the Junior Subordinated Indenture) aggregated
approximately $4,846 million. We expect to issue from time to time additional
indebtedness constituting Senior Indebtedness (see "Use of Proceeds"). None of
the Indentures prohibits or limits us from incurring additional Senior
Indebtedness.
By reason of the subordination provisions contained in the Junior
Subordinated Indenture, in the event of insolvency, our creditors who are
holders of Senior Indebtedness, as well as certain of our general creditors, may
recover more, ratably, than the holders of the Junior Subordinated Debt
Securities.
CERTAIN COVENANTS
Dividend Restrictions. Each Subordinated Indenture provides that we may
not:
- declare or pay any dividend or make any other distribution (other than
dividends or distributions made in our capital stock) on or in respect of
any of our capital stock,
- purchase, redeem or otherwise acquire for value any shares of our capital
stock, except shares acquired upon the conversion of those shares into
other shares of our capital stock, or
- permit any Restricted Subsidiary to purchase, redeem or otherwise acquire
for value any shares of our capital stock;
if immediately afterwards the aggregate amount of all such dividends,
distributions, purchases, redemptions, acquisitions or payments (other than
dividends or distributions payable in shares of our capital stock) during the
period from and after December 31, 1985, plus the amount of total investments in
Unrestricted Subsidiaries made during that period, would exceed the sum of (1)
$185,000,000 plus (or minus in the case of a deficit), (2) our consolidated net
income (or net loss), which includes our Restricted Subsidiaries earned
subsequent to December 31, 1985, plus (3) the aggregate net proceeds received by
us in respect of the issue, sale or exchange after December 31, 1985, of (i) any
shares of our capital stock and any rights or warrants entitling the holders to
purchase or subscribe for shares of such capital stock, or (ii) any of our
indebtedness which is converted into shares of our capital stock after December
31, 1985. (Section 1007)
The foregoing will not prohibit us from paying any management,
administrative, general overhead or similar charge to any of our controlling
stockholders or other Affiliates, or paying to any member of the same
consolidated group for tax purposes any amounts in lieu of taxes. (Section 1007)
Limitations on Mergers. The Indentures provide that we may not consolidate
with, merge into, or sell, convey or transfer our properties and assets
substantially as an entirety to, another Person, if, as a result of such action,
any property owned by us or a Restricted Subsidiary immediately prior to such
action would become subject to any Security Interest, unless:
- (x) in the case of the Senior Indenture, the Senior Debt Securities
(equally and ratably with any of our other indebtedness then entitled to
such Security Interest) shall be secured by a prior lien on such
property, (y) in the case of the Senior Subordinated Indenture, the
Senior Subordinated Debt Securities (equally and ratably with any of our
other indebtedness then entitled to such Security Interest) shall be
secured equally and ratably with (or prior to) the debt secured by such
Security Interest or (z) in the case of the Junior Subordinated
Indenture, the Junior Subordinated Debt
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Securities (equally and ratably with any of our other indebtedness
entitled to such Security Interest) shall be secured equally and ratably
with (or prior to) the debt secured by such Security Interest or
- such Security Interest would otherwise be permitted under the Indentures.
(Section 803) (See "Limitations on Secured Debt")
Limitations on Certain Loans and Advances. Each Subordinated Indenture
provides that we may not, and may not permit any Restricted Subsidiary to, make
any loan or advance to any Person owning more than 50% of our outstanding voting
stock or to any Affiliate of such Person (other than us or a Restricted
Subsidiary) if the aggregate outstanding amount of our Senior Debt and its
Restricted Subsidiaries exceeds 400% of Consolidated Net Worth and Subordinated
Debt, as defined in the applicable Indenture. (Section 1005) The term Senior
Debt for purposes of this limitation shall mean Senior Indebtedness when
referring to the Senior Subordinated Indenture or the Junior Subordinated
Indenture as the term is used in each such Indenture.
Limitations on Secured Debt. Each Indenture provides that we will not at
any time create, incur, assume or guarantee, and will not cause, suffer or
permit a Restricted Subsidiary to create, incur, assume or guarantee, any
Secured Debt without making effective provisions whereby the Debt Securities
then outstanding under such Indenture and any other indebtedness of or
guaranteed by us or such Restricted Subsidiary then entitled to such guarantee,
subject to applicable priorities of payment, shall be secured by the Security
Interest securing such Secured Debt equally and ratably with any and all other
obligations and indebtedness so secured (subject, however, to applicable
priorities of payment) so long as such Secured Debt remains outstanding;
provided, however, that the foregoing prohibition will not apply to:
(a) any Security Interest in favor of us or a Restricted Subsidiary;
(b) Security Interests existing on December 1, 1994 in the case of Senior
Debt Securities, Security Interests existing on June 1, 1989 in the case
of Senior Subordinated Debt Securities and Security Interests existing
on July 1, 1993 in the case of Junior Subordinated Debt Securities;
(c) Security Interests existing on property at the time it is acquired by
us or a Restricted Subsidiary, provided such Security Interest is
limited to all or part of the property so acquired;
(d) (i) any Security Interest existing on the property of or on the
outstanding shares or indebtedness of a corporation at the time
such corporation shall become a Restricted Subsidiary, or
(ii) subject to the provisions referred to above under "Limitations on
Mergers," any Security Interest on property of a corporation
existing at the time such corporation is merged into or
consolidated with us or a Restricted Subsidiary or at the time of a
sale, lease or other disposition of the properties of a corporation
as an entirety or substantially as an entirety to us or a
Restricted Subsidiary, provided, in each such case, that such
Security Interest does not extend to any property owned prior to
such transaction by us or any Restricted Subsidiary which was a
Restricted Subsidiary prior to such transaction;
(e) mechanics', materialmen's, carriers' or other like liens, arising in
the ordinary course of business;
(f) certain tax liens or assessments, and certain judgment liens;
(g) certain Security Interests in favor of the United States of America or
any state or any agency of the United States of America;
(h) Security Interests on Business Equipment;
(i) in the case of property (other than Rental Equipment) acquired after
December 1, 1994 as it pertains to Senior Debt Securities, after June 1,
1989, as it pertains to Senior Subordinated Debt Securities and after
July 1, 1993, as it pertains to Junior Subordinated Debt Securities, by
us or any Restricted Subsidiary, any Security Interest which secures an
amount not in excess of the purchase price or fair value of such
property at the time of acquisition, whichever, in our opinion, shall be
less, provided that such Security Interest is limited to the property so
acquired;
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(j) Security Interests on properties financed through tax-exempt municipal
obligations, provided that such Security Interest is limited to the
property so financed; or
(k) any refunding, renewal, extension or placement (or successive
refunding, renewals, extensions, or replacements), in whole or in part,
of any Security Interest referred to in the foregoing clauses (a)
through (j), provided that the principal amount of indebtedness secured
in such refunding, renewal, extension or replacement does not exceed
that secured at the time by such Security Interest and that such
renewal, refunding, extension or replacement of such Security Interest
is limited to all or part of the same property subject to the Security
Interest being refunded, renewed, extended or replaced.
Notwithstanding the foregoing provisions, we and any one or more Restricted
Subsidiaries may issue, assume, or guarantee Secured Debt which would otherwise
be subject to the foregoing restrictions in an aggregate amount which, together
with all other Secured Debt of ours and of our Restricted Subsidiaries which
would otherwise be subject to the foregoing restrictions (not including Secured
Debt permitted to be secured under subparagraphs (a) through (k) above), and the
aggregate value of the Sale and Leaseback Transactions in existence at such time
(not including Sale and Leaseback Transactions the proceeds of which have been
or will be applied in accordance with subsection (b) under "Limitations on Sale
and Leaseback Transactions" below), do not at the time of incurrence exceed 10%
of Consolidated Net Worth and Subordinated Debt (as defined in the applicable
Indenture). (Section 1004)
Limitations on Sale and Leaseback Transactions. Each Indenture provides
that we may not, and may not permit any Restricted Subsidiary to, engage in any
Sale and Leaseback Transaction unless (a) we or such Restricted Subsidiary would
be entitled, without reference to the provisions of Section 1004 described in
subparagraphs (a) through (k) above, to incur Secured Debt in an amount equal to
the amount realized or to be realized upon the sale or transfer involved in such
Sale and Leaseback Transaction, secured by a Security Interest on the property
to be leased without equally and ratably securing the Debt Securities
outstanding under such Indenture as provided under "Limitations on Secured
Debt," or (b) we or a Restricted Subsidiary shall apply, within 120 days after
such sale or transfer, an amount equal to the fair value of the property so
leased (as determined by our Board of Directors) to the repayment of our Senior
Debt or Senior Debt of any Restricted Subsidiary (other than Senior Debt owed to
us or any Restricted Subsidiary) then prepayable, on a pro rata basis, according
to the respective principal amounts of Senior Debt then held by the various
holders of Senior Debt. (Senior Indenture Section 1005; Subordinated Indentures
Section 1006) The term Senior Debt for purposes of this limitation shall mean
Senior Indebtedness when referring to the Senior Subordinated Indenture or the
Junior Subordinated Indenture as the term is used in each such Indenture.
CERTAIN DEFINITIONS
"Business Equipment" shall mean all motor vehicles, tractors and trailers,
construction equipment, factory, commercial and office equipment and other
revenue-earning personalty owned, financed or otherwise held by or for us or any
of our Restricted Subsidiaries for rental, lease, sale or disposition in the
ordinary course of our business and our Restricted Subsidiaries, other than
Rental Equipment. "Consolidated Net Worth and Subordinated Debt" shall mean the
aggregate of:
- our capital and surplus accounts and the capital and surplus accounts of
our Restricted Subsidiaries, as shown in our most recent consolidated
balance sheet and our Restricted Subsidiaries, prepared in accordance
with generally accepted accounting principles, plus
- the aggregate outstanding principal amount of our Subordinated Debt (as
defined in the Indentures) and the aggregate principal amount of
Subordinated Debt of Restricted Subsidiaries, as reflected on the same
consolidated balance sheet.
"Principal Property" shall mean any building, structure or other facility
(including land or fixtures) owned by us or any Restricted Subsidiary having a
gross book value in excess of 2% of Consolidated Net Worth and Subordinated
Debt, other than any such building, structure or other facility which, in the
opinion of our Board of Directors, is not of material importance to the total
business conducted by us and our subsidiaries as an
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entirety. "Rental Equipment" shall mean all automobiles owned, financed or
otherwise held by us or any of our Restricted Subsidiaries which, in the
ordinary course of business, are offered for rental within the United States of
America for periods of less than 30 days. "Restricted Subsidiary" shall mean
certain of our identified Subsidiaries, and any other Subsidiaries designated
after the date of the Indentures as a Restricted Subsidiary by our Board of
Directors, subject to redesignation by the Board of Directors and to certain
other restrictions. "Sale and Leaseback Transaction" shall mean any sale or
transfer by us or one or more Restricted Subsidiaries (except a sale or transfer
to us or one or more Restricted Subsidiaries) of any Principal Property, made
more than 180 days after the later of the acquisition of such Principal Property
or the completion of construction or full commencement of operations of such
Principal Property, if such sale or transfer is made with the intention of, or
as part of an arrangement involving, the lease of such Principal Property to us
or a Restricted Subsidiary (with certain exceptions). "Secured Debt" shall mean
all indebtedness for borrowed money of ours or a Restricted Subsidiary which is
secured by a Security Interest upon any assets of ours or any Restricted
Subsidiary, including any capital stock or indebtedness of any Restricted
Subsidiary. "Security Interest" shall mean any mortgage, pledge, lien,
encumbrance, conditional sales contract, title retention agreement or other
similar arrangement which secures payment or performance of an obligation.
(Section 101)
MODIFICATION OF THE INDENTURES
Subject to certain exceptions, each Indenture contains provisions
permitting us and the Trustee, with the consent of the Holders of not less than
a majority in principal amount of all securities at the time outstanding, or of
the Holders of the then outstanding Debt Securities of each series to be
affected by such action, to modify the Indentures or any supplemental Indentures
or the rights of the Holders of all Debt Securities, or of the Debt Securities
of a particular series, as the case may be; provided that no such modification
shall (i) change the fixed maturity of the principal of, or any installment of
principal or interest on, any Debt Security, or reduce the principal amount of
any Debt Security or the rate of interest, if any, on such Debt Security, or
change the place of payment or the currency in which any Debt Security or the
interest, if any, on such Debt Security is payable, without the consent of the
Holder of each Debt Security affected, or (ii) reduce the aforesaid percentage
of Debt Securities the consent of the holders of which is required for any such
modification, without the consent of the Holder of each Debt Security affected.
(Section 902)
EVENTS OF DEFAULT AND NOTICE
The following events are defined in the Senior Indenture as Events of
Default with respect to the Senior Debt Securities of a particular series:
- failure for 30 days to pay interest on any Senior Debt Securities of such
series when due;
- failure to pay principal of any Senior Debt Securities of such series
when due at maturity thereof or otherwise, which failure shall continue
unremedied for 5 Business Days;
- failure to deposit any sinking fund payment when and as due, which
failure shall continue unremedied for 5 Business Days;
- the acceleration of any of our other indebtedness in excess of $25
million, including another series of Senior Debt Securities, under its
terms, if such acceleration is not rescinded or annulled within 10 days
after written notice of the acceleration to us;
- failure to perform any other covenant in the Senior Debt Securities of
such series within 90 days after written notice of the failure to us
specifying the failure and requiring its remedy;
- certain events of bankruptcy, insolvency or reorganization; and
- any other Event of Default provided with respect to the Senior Debt
Securities of such series. (Section 501)
We are required to file annually with the Senior Trustee an officer's
certificate as to the absence of certain defaults under the terms of the Senior
Indenture. (Section 1006)
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The following events are defined in each Subordinated Indenture as Events
of Default with respect to the Subordinated Debt Securities of a particular
series:
- failure for 30 days to pay interest on any Subordinated Debt Securities
of such series when due;
- failure to pay principal of any Subordinated Debt Securities of such
series when due at maturity;
- the acceleration of any of our other indebtedness in excess of $10
million, including another series of Subordinated Debt Securities, under
its terms, if such acceleration is not rescinded or annulled within 10
days after written notice of the acceleration to us;
- failure to perform any other covenant in the Subordinated Debt Securities
of such series or in the applicable Subordinated Indenture within 60 days
after written notice of the failure to us specifying the failure and
requiring its remedy;
- certain events of bankruptcy, insolvency or reorganization; and
- any other Event of Default provided with respect to the Subordinated Debt
Securities of such series. (Section 501)
We are required to file with each Trustee annually an officer's certificate as
to the absence of certain defaults under the terms of the applicable
Subordinated Indenture. (Section 1008)
Upon any Event of Default with respect to Debt Securities of a particular
series, the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Debt Securities of such series then outstanding may declare the
principal of all the Debt Securities of such series (or, in the case of any
series of discounted Debt Securities, such lesser principal amount as may be
provided for in such series of discounted Debt Securities) to be due and
payable. (Section 502)
Each Indenture provides that the Holders of not less than a majority in
principal amount of the Debt Securities of any series may on behalf of the
Holders of all of the Debt Securities of such series waive any past default
under such Indenture with respect to such series and its consequences, except a
default:
- in the payment of the principal of or interest, if any, on any of the
Debt Securities of such series or
- in respect of a covenant or provision of such Indenture which, under the
terms of such Indenture, cannot be modified or amended without the
consent of the Holders of all of the Debt Securities of such series
affected thereby.
The terms of the Senior Indenture do not permit any such waiver with respect to
Debt Securities of any such series subsequent to the acceleration of principal
thereof. (Section 513)
Each Indenture provides that the Trustee may withhold notice to the Holders
of the Debt Securities of any default (except a default in the payment of
principal or interest) if it determines that the withholding of such notice is
in the interest of the Holders of the Debt Securities. (Section 602)
Subject to provisions of each Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, the Trustee
will be under no obligation to exercise any of its rights or powers under such
Indenture at the request of any of the Holders of the Debt Securities issued
thereunder, unless they shall have offered to the Trustee reasonable indemnity.
(Sections 601(a) and 603(e)) Subject to such provisions for the indemnification
of the Trustee and to certain other limitations, the Holders of a majority in
principal amount of the Debt Securities of a particular series at the time
outstanding shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, with respect to the Debt Securities
of such series. (Section 512)
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DEFEASANCE OF DEBT SECURITIES
Unless the prospectus supplement relating to the applicable Senior Debt
Securities provides otherwise, we at our option:
(a) will be deemed to have paid and discharged the entire indebtedness
represented by the outstanding Senior Debt Securities of such series,
and to have satisfied all our other obligations under such Senior Debt
Securities (except for obligations relating to the rights of Holders to
receive payments from the trust fund as described in the Senior
Indenture, certain obligations to register the transfer and exchange of
Senior Debt Securities, replace stolen, lost or mutilated Senior Debt
Securities, maintain paying agencies, hold moneys for payment in trust
and our obligations with respect to Global Securities and defeasance
and covenant defeasance generally); or
(b) shall be released from our obligations described above under "Certain
Covenants -- Limitations on Mergers," "-- Limitations on Secured Debt"
and "-- Limitations on Sale and Leaseback Transactions" with respect to
the outstanding Senior Debt Securities of such series, if we
irrevocably deposit or cause to be deposited with the Senior Trustee
money or U.S. Government Obligations or a combination of money or U.S.
Government Obligations sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a
written certification of its opinion delivered to the Senior Trustee,
to pay and discharge
(i) the principal of (and premium, if any) and interest, if any, on the
outstanding Senior Debt Securities of such series and
(ii) any mandatory sinking fund payments applicable to the outstanding
Senior Debt Securities of such series.
Among conditions to exercising any such option, we are required to deliver to
the Senior Trustee an opinion of counsel (which opinion shall state, in the case
of a defeasance described in clause (a) above, that (x) we have received from,
or there has been published by, the Internal Revenue Service a ruling, or (y)
since the date of the first issuance by us of Senior Debt Securities pursuant to
the Senior Indenture, there has been a change in the applicable Federal income
tax law) to the effect that the Holders of the outstanding Senior Debt
Securities of such series will not recognize income, gain or loss for Federal
income tax purposes as a result of such defeasance and will be subject to
Federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such defeasance or covenant defeasance, as the
case may be, had not occurred. (Sections 1401, 1402, 1403 and 1404)
If we, at our option, deposit or cause to be deposited with the applicable
Subordinated Trustee as trust funds, for the purpose stated below, an amount, in
money or the equivalent in securities of the government which issued the
currency in which the Subordinated Debt Securities of any then outstanding
series are denominated or securities issued by government agencies backed by the
full faith and credit of such government, sufficient to pay and discharge the
entire indebtedness on the Subordinated Debt Securities of such series for
principal and interest, if any, to the date or dates of maturity of the
Subordinated Debt Securities of such series, and if we have paid or caused to be
paid all other sums payable by us under the Subordinated Indenture with respect
to such series, then the Subordinated Indenture will cease to be of further
effect with respect to such series (except as to our obligations to compensate,
reimburse and indemnify the Subordinated Trustee pursuant to the Subordinated
Indenture with respect to such series). We will be deemed to have satisfied and
discharged the Indenture with respect to such series; provided, however, that no
series of Subordinated Debt Securities may be so defeased unless all of the
securities of such series will become due and payable at their Stated Maturity
within one year of such defeasance. (Section 401) In the event of any such
defeasance, holders of such Subordinated Debt Securities would be able to look
only to such trust funds for payment of principal and premium, if any, and
interest, if any on their Subordinated Debt Securities.
With respect to the Subordinated Indentures, if government securities have
been deposited with the applicable Subordinated Trustee as trust funds, we, in
order to exercise our option, are required to deliver to the Trustee an opinion
of counsel to the effect that the deposit and related defeasance (a) will not
cause the holders of the Subordinated Debt Securities of such series to
recognize income, gain or loss for Federal
17
<PAGE> 19
income tax purposes and (b) will not result in the delisting of the Subordinated
Debt Securities of such series from any nationally-recognized exchange on which
they are listed, if any. (Section 401)
Unless the prospectus supplement relating to the applicable Subordinated
Debt Securities provides otherwise, we at our option (a) will be discharged from
any and all obligations in respect of such Subordinated Debt Securities (except
for certain obligations to register the transfer or exchange of Subordinated
Debt Securities, replace stolen, lost or mutilated Subordinated Debt Securities,
maintain paying agencies and hold moneys for payment in trust) or (b) need not
comply with certain restrictive covenants of the applicable Subordinated
Indenture (including all or some of those described above under "Certain
Covenants"), if there is deposited with the applicable Subordinated Trustee
money or, in the case of Subordinated Debt Securities denominated in U.S.
dollars, U.S. Government Obligations or, in the case of Subordinated Debt
Securities denominated in a foreign currency, Foreign Government Securities,
which through the payment of interest on, and principal of such Foreign
Government Securities in accordance with their terms will provide money (or a
combination of money and U.S. Government Obligations or Foreign Government
Securities, as the case may be) in an amount sufficient to pay in the currency,
currencies or currency unit or units in which such Subordinated Debt Securities
are payable all the principal of, and interest on, such Subordinated Debt
Securities on the dates such payments are due in accordance with the terms of
such Subordinated Debt Securities. Among conditions to our exercising any such
option, we are required to deliver to the applicable Subordinated Trustee an
opinion of counsel to the effect that the deposit and related defeasance would
not cause the holders of such Subordinated Debt Securities to recognize income,
gain or loss for United States Federal income tax purposes, and that the holders
will be subject to United States Federal income tax in the same amounts, in the
same manner and at the same times as would have been the case if such deposit
and related defeasance had not occurred. (Section 403)
THE TRUSTEES
First Union National Bank (formerly First Fidelity Bank, National
Association) is the Senior Trustee under the Senior Indenture. The Chase
Manhattan Bank, formerly Chemical Bank (successor by merger to Manufacturers
Hanover Trust Company) is trustee under an Indenture dated as of April 1, 1986,
as amended by a First Supplemental Indenture dated as of April 2, 1990, pursuant
to which approximately $930 million aggregate principal amount of our senior
debt securities remained outstanding at December 31, 1998. The Bank of New York
is the Senior Subordinated Trustee under the Senior Subordinated Indenture.
Citibank, N.A. is the Junior Subordinated Trustee under the Junior Subordinated
Indenture. Each Trustee may act as depository for funds of, provide lines of
credit to and perform other services for, us and our subsidiaries in the normal
course of business.
PLAN OF DISTRIBUTION
We may sell the Debt Securities in any of four ways: (i) through
underwriters or dealers, (ii) directly to a limited number of institutional
purchasers or to a single institutional purchaser, (iii) through agents or (iv)
through a combination of any such methods of sale. The prospectus supplement
with respect to the Debt Securities of a particular series sets forth the terms
of the offering of such Debt Securities, including the name or names of any
underwriters or agents, the purchase price of such Debt Securities and the
proceeds to us from such sale, any underwriting discounts and other items
constituting underwriters' compensation, any initial public offering price, any
discounts or concessions allowed or reallowed or paid to dealers and any
securities exchanges on which such Debt Securities may be listed.
If underwriters are used in the sale of Debt Securities of a particular
series, such Debt Securities will be acquired by the underwriters for their own
account and may be resold from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. The Debt Securities of a
particular series may be offered to the public through underwriting syndicates
represented by managing underwriters.
If so indicated in any prospectus supplement, we will authorize the
underwriters and agents to solicit offers by certain institutions to purchase
the Debt Securities described in such prospectus supplement from us at the
18
<PAGE> 20
public offering price set forth therein pursuant to Delayed Delivery Contracts
("Contracts"), which will provide for payment and delivery on the date stated in
such prospectus supplement. Each of the Contracts will be for an amount not less
than, and unless we otherwise agree the aggregate principal amount of Debt
Securities sold pursuant to Contracts shall be not more than, the respective
amounts stated in such prospectus supplement.
The underwriters, dealers and agents may be entitled, under agreements
which may be entered into with us, to indemnification by us against certain
civil liabilities, including liabilities under the Securities Act of 1933, or to
contribution to payments that the underwriters, dealers and agents may be
required to make in respect thereof.
LEGAL OPINIONS
Certain legal matters in connection with the Securities will be passed upon
for us by Harold E. Rolfe, Esq., 225 Brae Boulevard, Park Ridge, New Jersey, our
Senior Vice President, General Counsel and Secretary, and for any underwriters
or agents by Brown & Wood LLP, One World Trade Center, New York, New York.
EXPERTS
The consolidated financial statements and the related financial statement
schedule at December 31, 1998 and 1997 and for each of the three years in the
period ended December 31, 1998 included in the Annual Report on Form 10-K for
the year ended December 31, 1998, incorporated by reference in this prospectus
and in the Registration Statement of which this prospectus forms a part, have
been audited by PricewaterhouseCoopers LLP, independent accountants, at December
31, 1998 and 1997, and for each of the three years in the period ended December
31, 1998, as indicated in their report incorporated by reference herein. The
consolidated financial statements and the related financial statement schedule
referred to above have been incorporated by reference herein in reliance on the
report of PricewaterhouseCoopers LLP given on the authority of said firm as
experts in auditing and accounting.
19
<PAGE> 21
[HERTZ LOGO]
<PAGE> 22
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with
the offering described in this Registration Statement:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $ 417,000
Legal fees and expenses*.................................... 0
Blue Sky filing fees and expenses*.......................... 2,000
Fees and expenses of Trustee*............................... 57,500
Printing expenses*.......................................... 165,000
Accounting fees*............................................ 40,000
Rating Agency fees*......................................... 350,000
Miscellaneous*.............................................. 50,000
---------
Total....................................................... $1,081,500
=========
</TABLE>
- ---------------
*Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer or director
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer or
director acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe his or her conduct was illegal.
A Delaware corporation may indemnify officers and directors against expenses
(including attorney's fees) in connection with the defense or settlement of an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him or her against the
expenses which such officer or director actually and reasonably incurred.
In accordance with the Delaware Law, the Restated Certificate of
Incorporation of The Hertz Corporation (the "Corporation") contains a provision
to limit the personal liability of the directors of the Corporation for
violations of their fiduciary duty. This provision eliminates each director's
liability to the Corporation or its stockholders for monetary damages except (i)
for any breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware Law providing for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions or (iv) for any transaction
from which a director derived an improper personal benefit. The effect of this
provision is to eliminate the personal liability of directors for monetary
damages for actions involving a breach of their fiduciary duty of care,
including any such actions involving gross negligence.
Pursuant to underwriting agreements filed as exhibits to registration
statements relating to underwritten offerings of securities, the underwriters
parties thereto have agreed to indemnify each officer and director of the
Corporation and each person, if any, who controls the Corporation within the
meaning of the Securities Act of 1933, against certain liabilities, including
liabilities under said Act.
The directors and officers of the Corporation are covered by directors' and
officers' insurance policies relating to Ford Motor Company and its
subsidiaries.
II-1
<PAGE> 23
ITEM 16. EXHIBITS.
<TABLE>
<C> <S>
1(a) Form of Terms Agreement (including Underwriting Agreement
Basic Provisions).*
1(b) Form of Distribution Agreement (incorporated herein by
reference from the Corporation's Registration Statement No.
33-54183 on Form S-3).**
4(a) Indenture dated as of April 1, 1986 between the Corporation
and The Chase Manhattan Bank, formerly Chemical Bank,
successor by merger to Manufacturers Hanover Trust Company,
as Trustee (incorporated herein by reference from the
Corporation's Registration Statement No. 33-4725 on Form
S-3). The form or forms of Debt Securities with respect to
each particular offering of Debt Securities to be registered
hereunder will be filed as an exhibit to a Current Report on
Form 8-K and shall be deemed incorporated herein by
reference.**
4(b) First Supplemental Indenture dated as of April 2, 1990
between the Corporation and The Chase Manhattan Bank,
formerly Chemical Bank, successor by merger to Manufacturers
Hanover Trust Company, as Trustee (incorporated herein by
reference from the Corporation's Current Report on Form 8-K
dated April 5, 1990).**
4(c) Indenture dated as of June 1, 1989 between the Corporation
and The Bank of New York, as Trustee (incorporated herein by
reference from the Corporation's Registration Statement No.
33-29319 on Form S-3). The form or forms of Debt Securities
with respect to each particular offering of Debt Securities
to be registered hereunder will be filed as an exhibit to a
Current Report on Form 8-K and shall be deemed incorporated
herein by reference.**
4(d) Form of Indenture dated as of July 1, 1993 between the
Corporation and Citibank, N.A., as Trustee. The form or
forms of Debt Securities with respect to each particular
offering of Debt Securities to be registered hereunder will
be filed as an exhibit to a Current Report on Form 8-K and
shall be deemed incorporated herein by reference
(incorporated herein by reference from the Corporation's
Registration Statement No. 33-62902 on Form S-3).**
4(e) Form of Indenture dated as of December 2, 1994 between the
Corporation and First Union National Bank, formerly First
Fidelity Bank, National Association, as Trustee
(incorporated herein by reference from the Corporation's
Registration Statement No. 33-54183 on Form S-3). The form
or forms of Debt Securities with respect to each particular
offering of Debt Securities to be registered hereunder will
be filed as an exhibit to a Current Report on Form 8-K and
shall be deemed incorporated herein by reference.**
5 Opinion and consent of Harold E. Rolfe, Esq.***
12(a) Computation of Consolidated Ratio of Earnings to Fixed
Charges of the Corporation for each of the five years in the
period ended December 31, 1998 (incorporated herein by
reference to Exhibit 12 to the Corporation's Annual Report
on Form 10-K for the year ended December 31, 1998).**
23(a) Consent of PricewaterhouseCoopers LLP***
23(b) Consent of Harold E. Rolfe, Esq., included in Exhibit 5.***
25(a) Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of The Bank of New York.***
25(b) Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of Citibank, N.A.***
25(c) Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of First Union National Bank, National
Association.***
25(d) Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of The Chase Manhattan Bank.***
</TABLE>
- ---------------
* To be filed.
** Incorporated by reference.
*** Filed herewith.
II-2
<PAGE> 24
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in 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
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Securities and Exchange
Commission 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.
(b) The registrant hereby undertakes 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.
(c) 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 foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted 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.
II-3
<PAGE> 25
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 Borough of Park Ridge, and State of New Jersey, on the 11th
day of June, 1999.
THE HERTZ CORPORATION
By: /s/ PAUL J. SIRACUSA
------------------------------------
Paul J. Siracusa
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ FRANK A. OLSON Chairman of the Board, Chief Executive June 11, 1999
- --------------------------------------------- Officer and Director (Principal
Frank A. Olson Executive Officer)
/s/ CRAIG R. KOCH President, Chief Operating Officer and June 11, 1999
- --------------------------------------------- Director
Craig R. Koch
/s/ LOUIS C. BURNETT Director June 11, 1999
- ---------------------------------------------
Louis C. Burnett
/s/ JOHN M. DEVINE Director June 11, 1999
- ---------------------------------------------
John M. Devine
/s/ MICHAEL T. MONAHAN Director June 11, 1999
- ---------------------------------------------
Michael T. Monahan
/s/ PETER J. PESTILLO Director June 11, 1999
- ---------------------------------------------
Peter J. Pestillo
/s/ JOHN M. RINTAMAKI Director June 11, 1999
- ---------------------------------------------
John M. Rintamaki
/s/ JOHN M. THOMPSON Director June 11, 1999
- ---------------------------------------------
John M. Thompson
/s/ JOSEPH A. WALKER Director June 11, 1999
- ---------------------------------------------
Joseph A. Walker
/s/ PAUL J. SIRACUSA Executive Vice President and Chief June 11, 1999
- --------------------------------------------- Financial Officer (Principal
Paul J. Siracusa Financial Officer)
/s/ RICHARD J. FOTI Staff Vice President and Controller June 11, 1999
- --------------------------------------------- (Principal Accounting Officer)
Richard J. Foti
</TABLE>
II-4
<PAGE> 26
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<C> <S> <C>
1(a) Form of Terms Agreement (including Underwriting Agreement
Basic Provisions).*
1(b) Form of Distribution Agreement (incorporated herein by
reference from the Corporation's Registration Statement No.
33-54183 on Form S-3).**
4(a) Indenture dated as of April 1, 1986 between the Corporation
and The Chase Manhattan Bank, formerly Chemical Bank,
successor by merger to Manufacturers Hanover Trust Company,
as Trustee (incorporated herein by reference from the
Corporation's Registration Statement No. 33-4725 on Form
S-3). The form or forms of Debt Securities with respect to
each particular offering of Debt Securities to be registered
hereunder will be filed as an exhibit to a Current Report on
Form 8-K and shall be deemed incorporated herein by
reference.**
4(b) First Supplemental Indenture dated as of April 2, 1990
between the Corporation and The Chase Manhattan Bank,
formerly Chemical Bank, successor by merger to Manufacturers
Hanover Trust Company, as Trustee (incorporated herein by
reference from the Corporation's Current Report on Form 8-K
dated April 5, 1990).**
4(c) Indenture dated as of June 1, 1989 between the Corporation
and The Bank of New York, as Trustee (incorporated herein by
reference from the Corporation's Registration Statement No.
33-29319 on Form S-3). The form or forms of Debt Securities
with respect to each particular offering of Debt Securities
to be registered hereunder will be filed as an exhibit to a
Current Report on Form 8-K and shall be deemed incorporated
herein by reference.**
4(d) Form of Indenture dated as of July 1, 1993 between the
Corporation and Citibank, N.A., as Trustee (incorporated
herein by reference from the Corporation's Registration
Statement No. 33-62902 on Form S-3) (incorporated herein by
reference from the Corporation's Registration Statement No.
33-54183 on Form S-3). The form or forms of Debt Securities
with respect to each particular offering of Debt Securities
to be registered hereunder will be filed as an exhibit to a
Current Report on Form 8-K and shall be deemed incorporated
herein by reference.**
4(e) Form of Indenture dated as of December 2, 1994 between the
Corporation and First Union National Bank, formerly First
Fidelity Bank, National Association, as Trustee. The form or
forms of Debt Securities with respect to each particular
offering of Debt Securities to be registered hereunder will
be filed as an exhibit to a Current Report on Form 8-K and
shall be deemed incorporated herein by reference.**
5 Opinion and consent of Harold E. Rolfe, Esq.***
12(a) Computation of Consolidated Ratio of Earnings to Fixed
Charges of the Corporation for each of the five years in the
period ended December 31, 1998 (incorporated herein by
reference to Exhibit 12 to the Corporation's Annual Report
on Form 10-K for the year ended December 31, 1998).**
23(a) Consent of PricewaterhouseCoopers LLP***
23(b) Consent of Harold E. Rolfe, Esq., included in Exhibit 5.***
25(a) Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of The Bank of New York.***
25(b) Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of Citibank, N.A.***
</TABLE>
<PAGE> 27
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<C> <S> <C>
25(c) Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of First Union National Bank, National
Association.***
25(d) Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of The Chase Manhattan Bank.***
</TABLE>
- ---------------
* To be filed.
** Incorporated by reference.
*** Filed herewith.
<PAGE> 1
Exhibit 5
[The Hertz Corporation Letterhead]
June 11, 1999
The Hertz Corporation
225 Brae Boulevard
Park Ridge, New Jersey 07656
Dear Sirs:
As Senior Vice President, General Counsel and Secretary of The Hertz
Corporation, a Delaware corporation ("Hertz"), I have examined or considered and
am familiar with the Certificate of Incorporation, as amended, of Hertz, the
By-Laws, as amended, of Hertz, and a certificate from the Secretary of State of
the State of Delaware as to the good standing of Hertz in Delaware. I am also
familiar with the corporate resolutions duly adopted by the Board of Directors
of Hertz on June 11, 1999 authorizing the filing with the Securities and
Exchange Commission of a Registration Statement on Form S-3 (the "Registration
Statement") covering a maximum of $1,500,000,000 aggregate principal amount of
debt securities (the "Securities") of Hertz issuable under one or more
Indentures in such form and with such terms and provisions as the Special
Finance Committee of Hertz or the officer executing the same may approve, and
to be offered on a continuous or delayed basis pursuant to Rule 415 under the
Securities Act of 1933, as amended. I have also examined originals or copies
certified or otherwise identified to my satisfaction of such corporate records
and other documents as I have deemed necessary or appropriate for purposes of
this opinion.
Based on the foregoing, I am of the opinion that:
(1) Hertz is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware; and
(2) when the Board of Directors of Hertz or an authorized committee
thereof has designated the type, terms and amount of Securities to be
issued as contemplated by the Registration Statement, and such
Securities have been duly executed on behalf of Hertz, authenticated
by the Trustee under the applicable Indenture and
<PAGE> 2
June , 1999
Page 2
issued and paid for in accordance with the corporate proceedings of said
Board of Directors or authorized committee, the Securities will
constitute valid and binding obligations of Hertz in accordance with
their terms and will be entitled to the benefits of the applicable
Indenture (subject as to the enforcement of remedies, to the application
of general principles of equity and of bankruptcy, reorganization,
fraudulent transfer, insolvency, moratorium or other similar laws
relating to or affecting creditors' rights generally from time to time in
effect.)
I know that I am referred to under the heading "Legal Opinions" in the
Registration Statement on Form S-3 filed with the Securities and Exchange
Commission and consent thereto and to the filing of this opinion by Hertz as an
Exhibit to the Registration Statement.
Very truly yours,
/s/ Harold E. Rolfe
Harold E. Rolfe
Senior Vice President,
General Counsel and Secretary
<PAGE> 1
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 19, 1999 relating to the
consolidated financial statements and financial statement schedules, which
appears in The Hertz Corporation's Annual Report on Form 10K for the year ended
December 31, 1998. We also consent to the reference to us under the heading
"Experts" in such Registration Statement.
PricewaterhouseCoopers LLP
Florham Park, New Jersey
June 11, 1999
<PAGE> 1
Exhibit 25(a)
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
---------------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
---------------------------
THE HERTZ CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 13-1938568
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
225 Brae Boulevard 07656-0713
Park Ridge, New Jersey (Zip code)
(Address of principal executive offices)
---------------------------
Debt Securities
(Title of the indenture securities)
================================================================================
<PAGE> 2
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.
- --------------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------------
Superintendent of Banks of the State of 2 Rector Street, New York, N.Y.
New York 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y.
10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
-2-
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 21st day of May, 1999.
THE BANK OF NEW YORK
By: \S\ MARY LAGUMINA
----------------------------
Name: MARY LAGUMINA
Title: ASSISTANT VICE PRESIDENT
-3-
<PAGE> 4
- --------------------------------------------------------------------------------
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
1998, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS in Thousands
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin ........... $ 3,951,273
Interest-bearing balances .................................... 4,134,162
Securities:
Held-to-maturity securities .................................. 932,468
Available-for-sale securities ................................ 4,279,246
Federal funds sold and Securities purchased under
agreements to resell ......................................... 3,161,626
Loans and lease financing receivables:
Loans and leases, net of unearned
income............................................37,861,802
LESS: Allowance for loan and
lease losses.........................................619,791
LESS: Allocated transfer risk
reserve................................................3,572
Loans and leases, net of unearned income,
allowance, and reserve ..................................... 37,238,439
Trading Assets .................................................. 1,551,556
Premises and fixed assets (including capitalized
leases) ...................................................... 684,181
Other real estate owned ......................................... 10,404
Investments in unconsolidated subsidiaries and
associated companies ......................................... 196,032
Customers' liability to this bank on acceptances
outstanding .................................................. 895,160
Intangible assets ............................................... 1,127,375
Other assets .................................................... 1,915,742
-----------
Total assets .................................................... $60,077,664
===========
LIABILITIES
Deposits:
In domestic offices .......................................... $27,020,578
Noninterest-bearing.................................11,271,304
Interest-bearing....................................15,749,274
In foreign offices, Edge and Agreement
subsidiaries, and IBFs ..................................... 17,197,743
Noninterest-bearing....................................103,007
Interest-bearing....................................17,094,736
Federal funds purchased and Securities sold under
agreements to repurchase ..................................... 1,761,170
Demand notes issued to the U.S.Treasury ......................... 125,423
Trading liabilities ............................................. 1,625,632
Other borrowed money:
With remaining maturity of one year or less .................. 1,903,700
With remaining maturity of more than one year
through three years ........................................ 0
With remaining maturity of more than three years ............. 31,639
Bank's liability on acceptances executed and
outstanding .................................................. 900,390
Subordinated notes and debentures ............................... 1,308,000
Other liabilities ............................................... 2,708,852
-----------
Total liabilities ............................................... 54,583,127
-----------
EQUITY CAPITAL
Common stock .................................................... 1,135,284
Surplus ......................................................... 764,443
Undivided profits and capital reserves .......................... 3,542,168
Net unrealized holding gains (losses) on
available-for-sale securities ................................ 82,367
Cumulative foreign currency translation adjustments ............. (29,725)
-----------
Total equity capital ............................................ 5,494,537
-----------
Total liabilities and equity capital ............................ $60,077,664
===========
</TABLE>
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Reyni }
Gerald L. Hassell } Directors
Alan R. Griffith }
- --------------------------------------------------------------------------------
<PAGE> 1
Exhibit 25(b)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an application to determine eligibility of a Trustee
pursuant to Section 305 (b)(2) ____
------------------------
CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
13-5266470
(I.R.S. employer
identification no.)
399 Park Avenue, New York, New York 10043
(Address of principal executive office) (Zip Code)
-----------------------
THE HERTZ CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 13-1938568
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
225 Brae Boulevard
Park Ridge, New Jersey 07656-0713
(Address of principal executive offices) (Zip Code)
-------------------------
DEBT SECURITIES
(Title of the indenture securities)
<PAGE> 2
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.
Name Address
---- -------
Comptroller of the Currency Washington, D.C.
Federal Reserve Bank of New York New York, NY
33 Liberty Street
New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 16. List of Exhibits.
List below all exhibits filed as a part of this Statement of
Eligibility.
Exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as exhibits hereto.
Exhibit 1 - Copy of Articles of Association of the Trustee, as now in
effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983)
Exhibit 2 - Copy of certificate of authority of the Trustee to
commence business. (Exhibit 2 to T-1 to Registration Statement No.
2-29577)
Exhibit 3 - Copy of authorization of the Trustee to exercise corporate
trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519)
<PAGE> 3
Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1
to Registration Statement No. 33-34988)
Exhibit 5 - Not applicable.
Exhibit 6 - The consent of the Trustee required by Section 321(b) of
the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration
Statement No. 33-19227.)
Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A.
(as of March 31, 1999 attached)
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
------------------
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Citibank, N.A., a national banking association organized and existing
under the laws of the United States of America, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York and State of New York, on the 21st day
of May, 1999.
CITIBANK, N.A.
By /s/Wafaa Orfy
-------------------------------
Wafaa Orfy
Senior Trust Officer
<PAGE> 4
Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF
CITIBANK, N.A.
of New York in the State of New York, at the close of business on March 31,
1999, published in response to call made by Comptroller of the Currency, under
Title 12, United States Code, Section 161. Charter Number 1461 Comptroller of
the Currency Northeastern District.
<TABLE>
<CAPTION>
ASSETS
Thousands
of dollars
<S> <C> <C>
Cash and balances due from de-
pository institutions:
Noninterest-bearing balances
and currency and coin .............................. $ 7,997,000
Interest-bearing balances .......................... 12,201,000
Held-to-maturity securities ................................ 0
Available-for-sale securities .............................. 36,050,000
Federal funds sold and
securities purchased under
agreements to resell ............................... 8,658,000
Loans and lease financing
receivables:
Loans and Leases, net of un-
earned income ...................................... $ 189,886,000
LESS: Allowance for loan
and lease losses ..................... 4,674,000
---------
Loans and leases, net of un-
earned income, allowance,
and reserve ........................................ $ 185,212,000
Trading assets ............................................. 31,195,000
Premises and fixed assets (includ-
ing capitalized leases) ............................ 3,911,000
Other real estate owned .................................... 400,000
Investments in unconsolidated
subsidiaries and associated com-
panies ............................................. 1,128,000
Customers liability to this bank
on acceptances outstanding ......................... 1,426,000
Intangible assets .......................................... 3,560,000
Other assets ............................................... 12,578,000
-------------
TOTAL ASSETS ............................................... $ 304,316,000
=============
LIABILITIES
Deposits:
In domestic offices ................................ $ 40,444,000
Noninterest-
bearing $ ............................. 13,607,000
Interest-
bearing ............................... 26,837,000
----------
In foreign offices, Edge and
Agreement subsidiaries, and
IBFs ............................................... 173,560,000
Noninterest-
bearing .............................. 11,287,000
Interest-
bearing .............................. 162,273,000
-----------
Federal funds purchased and
securities sold under agree-
ments to repurchase ................................ 6,977,000
Trading liabilities ........................................ 25,422,000
Other borrowed money (includes
mortgage indebtedness and obligations
under capitalized leases):
With a remaining maturity of one
year or less ....................................... 11,454,000
With a remaining maturity of more
than one year through three years .................. 1,569,000
With a remaining maturity of more
than three years ................................... 2,156,000
Banks liability on acceptances
executed and outstanding ........................... 1,500,000
Subordinated notes and
debentures ......................................... 6,600,000
Other liabilities .......................................... 14,406,000
-------------
TOTAL LIABILITIES .......................................... $ 284,088,000
=============
EQUITY CAPITAL
Perpetual preferred stock
and related surplus ................................ 0
Common stock ............................................... $ 751,000
Surplus .................................................... 9,524,000
Undivided profits and capital re-
serves ............................................. 10,651,000
Net unrealized holding gains (losses)
on available-for-sale securities ................... 31,000
Accumulated net gains (losses)
on cash flow hedges ................................ 0
Cumulative foreign currency
translation adjustments ............................ (729,000)
-------------
TOTAL EQUITY CAPITAL ....................................... $ 20,228,000
=============
TOTAL LIABILITIES, LIMITED-
LIFE PREFERRED STOCK, AND
EQUITY CAPITAL ..................................... $ 304,316,000
=============
</TABLE>
I, Roger W. Trupin, Controller of the above-named bank do hereby declare that
this Report of Condition is true and correct to the best of my knowledge and
belief.
ROGER W. TRUPIN
CONTROLLER
We, the undersigned directors, attest to the correctness of this Report of
Condition. We 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 and
is true and correct.
PAUL J. COLLINS
JOHN S. REED
WILLIAM R. RHODES
DIRECTORS
<PAGE> 1
Exhibit 25(c)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS A TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)
FIRST UNION NATIONAL BANK
(Name of Trustee)
22-1147033
(Jurisdiction of Incorporation or (I.R.S. Employer
Organization if not a U.S. National Bank) Identification No.)
301 SOUTH COLLEGE STREET, CHARLOTTE, NORTH CAROLINA 28288-0630
(Address of Principal Executive Offices) (Zip Code)
THE HERTZ CORPORATION
(Name of Obligor)
DELAWARE 13-1938568
(State of Incorporation) (I.R.S. Employer
Identification No.)
225 BRAE BOULEVARD, PARK RIDGE, NEW JERSEY 07656-0713
(Address of Principal Executive Offices) (Zip Code)
SENIOR DEBT SECURITIES
(Title of Indenture Securities)
<PAGE> 2
GENERAL
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISORY AUTHORITY TO WHICH
IT IS SUBJECT:
Comptroller of the Currency, Washington, D.C.
Board of Governors of the Federal Reserve System, Richmond, VA 23219
Federal Deposit Insurance Corporation, Washington, D.C.
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
The Trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
ITEM 3. VOTING SECURITIES OF THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING
SECURITIES OF THE TRUSTEE:
AS OF MARCH 31, 1999
- --------------------------------------------------------------------------------
COL. A COL. B
- --------------------------------------------------------------------------------
TITLE OF CLASS AMOUNT OUTSTANDING
- --------------------------------------------------------------------------------
ITEM 4. TRUSTEESHIP UNDER OTHER INDENTURES:
IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY OTHER
SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH THE FOLLOWING INFORMATION:
(a) TITLE OF THE SECURITIES OUTSTANDING UNDER EACH SUCH OTHER INDENTURE.
Not Applicable
(b) A BRIEF STATEMENT OF THE FACTS RELIED UPON AS A BASIS FOR THE CLAIM
THAT NO CONFLICTING INTEREST WITHIN THE MEANING OF SECTION 310(b)(1) OF THE ACT
ARISES AS A RESULT OF THE TRUSTEESHIP UNDER ANY SUCH OTHER INDENTURE, INCLUDING
A STATEMENT AS TO HOW THE INDENTURE SECURITIES WILL RANK AS COMPARED WITH THE
SECURITIES ISSUED UNDER SUCH OTHER INDENTURE.
Not Applicable.
ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.
IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICERS OF THE TRUSTEE
IS A DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE, OR REPRESENTATIVE OF THE
OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR, IDENTIFY EACH SUCH PERSON HAVING
ANY SUCH CONNECTION AND STATE THE NATURE OF EACH SUCH CONNECTION.
Not Applicable
<PAGE> 3
ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE
TRUSTEE OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER AND
EXECUTIVE OFFICER OF THE OBLIGOR.
AS OF MARCH 31, 1999
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D.
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Name of Owner Title of Class Amount owned Percentage of Voting
Beneficially securities represented
By amount given in Col. C
- --------------------------------------------------------------------------------------------------------------
</TABLE>
Not Applicable
ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE
TRUSTEE OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH
DIRECTOR, PARTNER, AND EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER.
AS OF MARCH 31, 1999
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D.
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Name of Owner Title of Class Amount owned Percentage of Voting
Beneficially securities represented
By amount given in Col. C
</TABLE>
Not Applicable
ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO SECURITIES OF THE OBLIGOR OWNED
BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR THE OBLIGATIONS IN DEFAULT BY
THE TRUSTEE.
AS OF MARCH 31, 1999
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D.
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Name of Owner Whether the Amount owned beneficially Percentage of class
Securities are or held as collateral represented by
Voting or nonvoting security for obligations amount given in
Securities in default by Trustee Col. C.
</TABLE>
Not Applicable
ITEM 9. SECURITIES OF THE UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE OBLIGOR, FURNISH
THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH UNDERWRITER ANY
OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
AS OF MARCH 31, 1999
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D.
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Name of Amount outstanding Amount owned beneficially Percentage of class
Issuer and or held as collateral security represented by amount
Title of class for obligations in default given in Col. C
By Trustee
</TABLE>
Not Applicable
2
<PAGE> 4
ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF
THE TRUSTEE (1) OWNS 10 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR
OR (2) IS AN AFFILIATE, OTHER THAN A SUBSIDIARY, OF THE OBLIGOR, FURNISH THE
FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF SUCH PERSON.
AS OF MARCH 31, 1999
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D.
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Name of Issuer Amount outstanding Amount owned beneficially Percentage of class
And title of class or held as collateral security represented by amount
For obligations in default given in Col. C
By Trustee
</TABLE>
Not Applicable
ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE
TRUSTEE, OWNS 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH PERSON
ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
AS OF MARCH 31, 1999
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D.
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Name of Issuer Amount outstanding Amount owned beneficially Percentage of class
And title of class or held as collateral security represented by amount
For obligations in default given in Col. C
By Trustee
</TABLE>
Not Applicable
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED TO THE
TRUSTEE, FURNISH THE FOLLOWING INFORMATION:
AS OF MARCH 31, 1999
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------
COL. A. COL. B. COL. C.
- ----------------------------------------------------------------------------
<S> <C> <C>
Nature of indebtedness Amount outstanding Date due
</TABLE>
Not Applicable
3
<PAGE> 5
ITEM 13. DEFAULTS BY THE OBLIGOR.
(a) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO THE
SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
None
(b) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY
OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR MORE THAN ONE
OUTSTANDING SERIES OF SECURITIES UNDER THE INDENTURE, STATE WHETHER THERE HAS
BEEN DEFAULT UNDER ANY SUCH INDENTURE OR SERIES, IDENTIFY THE INDENTURE OR
SERIES AFFECTED, AND EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
None
ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.
IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
Not Applicable
ITEM 15. FOREIGN TRUSTEE.
IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE FOREIGN TRUSTEE IS
AUTHORIZED TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE QUALIFIED
UNDER THE ACT.
Not Applicable
ITEM 16. LISTS OF EXHIBITS.
1* -COPY OF ARTICLES OF ASSOCIATION OF THE TRUSTEE AS NOW IN EFFECT.
2 -NO CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE BUSINESS IS
FURNISHED SINCE THIS AUTHORITY IS CONTAINED IN THE ARTICLES OF
ASSOCIATION OF THE TRUSTEE.
3* -COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE TRUST
POWERS.
4 -COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, AS NOW IN EFFECT.
5 -NOT APPLICABLE.
6 -THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b) OF THE ACT.
7 -A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE PUBLISHED
PURSUANT TO THE LAW OR THE REQUIREMENTS OF ITS SUPERVISING OR
EXAMINING AUTHORITY.
8 -NOT APPLICABLE
9 -NOT APPLICABLE
*EXHIBITS THUS DESIGNATED HAVE HERETOFORE BEEN FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, HAVE NOT BEEN AMENDED SINCE FILING AND ARE INCORPORATED
HEREIN BY REFERENCE (SEE EXHIBIT T-1 REGISTRATION NUMBER 333-47985).
IN ANSWERING ANY ITEM IN THIS STATEMENT OF ELIGIBILITY AND QUALIFICATION
WHICH RELATES TO MATTERS PECULIARLY WITHIN THE KNOWLEDGE OF THE OBLIGOR OR OF
ITS DIRECTORS OR OFFICERS, OR AN UNDERWRITER FOR THE OBLIGOR, THE UNDERSIGNED,
FIRST UNION NATIONAL BANK, HAS RELIED UPON INFORMATION FURNISHED TO IT BY THE
OBLIGOR OR SUCH UNDERWRITER.
4
<PAGE> 6
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939 THE
TRUSTEE, FIRST UNION NATIONAL BANK, A NATIONAL BANKING ASSOCIATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE UNITED STATES, HAS DULY CAUSED THIS STATEMENT OF
ELIGIBILITY TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, ALL IN THE TOWN OF MORRISTOWN, AND STATE OF NEW JERSEY, ON THE 21ST
DAY OF MAY, 1999.
FIRST UNION NATIONAL BANK
(TRUSTEE)
(CORPORATE SEAL)
BY: /S/ RICK BARNES
-----------------------------
ASSISTANT VICE PRESIDENT
5
<PAGE> 7
EXHIBIT T-6
CONSENT OF TRUSTEE
PURSUANT TO THE REQUIREMENTS OF SECTION 321(b) OF THE TRUST INDENTURE ACT
OF 1939, AND IN CONNECTION WITH THE PROPOSED ISSUE OF THE HERTZ CORPORATION, WE
HEREBY CONSENT THAT REPORTS OF EXAMINATIONS BY FEDERAL, STATE, TERRITORIAL OR
DISTRICT AUTHORITIES MAY BE FURNISHED BY SUCH AUTHORITIES TO THE SECURITIES AND
EXCHANGE COMMISSION UPON REQUEST THEREFOR.
FIRST UNION NATIONAL BANK
BY: /S/ RICK BARNES
------------------------
ASSISTANT VICE PRESIDENT
MORRISTOWN, NJ
MAY 21, 1999
<PAGE> 8
EXHIBIT T-7
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the First Fidelity Bank,
National Association , at the close of business on March 31, 1999, published in
response to call made by Comptroller of the Currency, under title 12, United
States Code, Section 161. Charter Number 33869 Comptroller of the Currency
Northeastern District.
STATEMENT OF RESOURCES AND LIABILITIES
<TABLE>
<CAPTION>
<S> <C> <C>
ASSETS
Thousand of Dollars
Cash and balance due from depository institutions:
Noninterest-bearing balances and currency and coin .................... 11,400,000
Interest-bearing balances ............................................. 454,000
Securities .............................................................. /////////
Hold-to-maturity securities ........................................... 1,873,000
Available-for-sale securities ......................................... 38,611,000
Federal funds sold and securities purchased under agreements //////////
to resell in domestic offices of the bank and of it 3,359,000
Edge and Agreement subsidiaries, and in IBFs: //////////
Federal funds sold ............................................. 30,000
Securities purchased under agreements to resell ................ 369,072
Loans and lease financing receivables:
Loan and leases, net of unearned income..............131,165,000
LESS: Allowance for loan and lease losses..............1,812,000
LESS: Allocated transfer risk reserve..........................0
Loans and leases, net of unearned income, allowance,
and reserve .................................................... 129,353,000
Assets held in trading accounts ......................................... 4,725,000
Premises and fixed assets (including capitalized leases) ................ 3,218,000
Other real estate owned ................................................. 126,000
Investment in unconsolidated subsidiaries and associated //////////
companies ............................................................... 321,000
Customer's liability to this bank on acceptances outstanding ............ 769,000
Intangible assets ....................................................... 5,285,000
Other assets ............................................................ 9,176,000
Total assets ............................................................ 208,670,000
LIABILITIES
Deposits:
In domestic offices ............................................ 128,512,000
Noninterest-bearing.................................21,581,000
Interest-bearing...................................106,931,000
In foreign offices, Edge and Agreement subsidiaries,
and IBFs ....................................................... 9,452,000
Noninterest-bearing....................................553,000
Interest-bearing.....................................8,899,000
Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of
its Edge and Agreement subsidiaries, and IBFs
Federal fund purchased ......................................... 19,561,000
Securities sold under agreements to repurchase ................. ///////
Demand notes issued to the U.S. Treasury ................................ 500,000
Trading liabilities ..................................................... 3,585,000
Other borrowed money: ................................................... /////////
With original maturity of one year or less ..................... 12,891,000
With original maturity of more than one year ................... 3,583,000
Mortgage indebtedness and obligations under capitalized leases .......... 774,000
Bank's liability on acceptances executed and outstanding ................ 769,000
Subordinated notes and debentures ....................................... 4,045,000
Other liabilities ....................................................... 7,306,000
Total liabilities ....................................................... 190,978,0000
Limited-life preferred stock and related surplus ........................ 0
</TABLE>
<PAGE> 9
<TABLE>
<S> <C>
EQUITY CAPITAL
Perpetual preferred stock and related surplus ........................... 161,000
Common Stock ............................................................ 455,000
Surplus ................................................................. 13,291,000
Undivided profits and capital reserves .................................. 3,768,000
Net unrealized holding gains (losses) on available-for-sale /////////
securities ............................................................. 22,000
Cumulative foreign currency translation adjustments ..................... (5,000)
Total equity capital .................................................... 17,692,000
Total liabilities, limited-life preferred stock and equity .............. //////////
capital ............................................................... 208,670,000
</TABLE>
<PAGE> 10
Exhibit T-4
BY-LAWS OF
FIRST UNION NATIONAL BANK
Charter No. 1
Effective May 18, 1998
<PAGE> 11
BY-LAWS OF
FIRST UNION NATIONAL BANK
ARTICLE I
Meetings of Shareholders
Section 1.1 Annual Meeting. The annual meeting of the shareholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held on the third Tuesday of April in
each year, commencing with the year 1998, except that the Board of Directors
may, from time to time and upon passage of a resolution specifically setting
forth its reasons, set such other date for such meeting during the month of
April as the Board of Directors may deem necessary or appropriate; provided,
however, that if an annual meeting would otherwise fall on a legal holiday, then
such annual meeting shall be held on the second business day following such
legal holiday. The holders of a majority of the outstanding shares entitled to
vote which are represented at any meeting of the shareholders may choose persons
to act as Chairman and as Secretary of the meeting.
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 by any three or more shareholders owning,
in the aggregate, not less than ten percent of the stock of the Association.
Every such special meeting, unless otherwise provided by law, shall be called by
mailing, postage prepaid, not less than ten days prior to the date fixed for
such meeting, to each shareholder at his address appearing on the books of the
Association, a notice stating the purpose of the meeting.
Section 1.3 Nominations for Directors. Nominations for election to the
Board of Directors may be made by the Board of Directors or by any stockholder
of any outstanding class of capital stock of the bank entitled to vote for the
election of directors. Nominations, other than those made by or on behalf of the
existing management of the bank, shall be made in writing and shall be delivered
or mailed to the President of the Bank and to the Comptroller of the Currency,
Washington, D. C., not less than 14 days nor more than 50 days prior to any
meeting of stockholders called for the election of directors, provided however,
that if less than 21 days' notice of such meeting is given to
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<PAGE> 12
shareholders, such nomination shall be mailed or delivered to the President of
the Bank and to the Comptroller of the Currency not later than the close of
business on the seventh day following the day on which the notice of meeting was
mailed. Such notification shall contain the following information to the extent
known to the notifying shareholder: (a) the name and address of each proposed
nominee; (b) the principal occupation of each proposed nominee; (c) the total
number of shares of capital stock of the bank that will be voted for each
proposed nominee; (d) the name and residence address of the notifying
shareholder; and (e) the number of shares of capital stock of the bank owned by
the notifying shareholder. Nominations not made in accordance herewith may, in
his discretion, be disregarded by the chairman of the meeting, and upon his
instructions, the vote tellers may disregard all votes cast for each such
nominee.
Section 1.4 Judges of Election. The Board may at any time appoint from
among the shareholders three or more persons to serve as Judges of Election at
any meeting of shareholders; to act as judges and tellers with respect to all
votes by ballot at such meeting and to file with the Secretary of the meeting a
Certificate under their hands, certifying the result thereof.
Section 1.5 Proxies. Shareholders may vote at any meeting of the
shareholders by proxies duty authorized in writing, but no officer or employee
of this Association shall act as proxy. Proxies shall be valid only for one
meeting, to be specified therein, and any adjournments of such meeting. Proxies
shall be dated and shall be filed with the records of the meeting.
Section 1.6 Quorum. A majority of the outstanding capital stock,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by law; but less than a quorum may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice. A majority of the votes cast shall decide
every question or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Articles of Association.
ARTICLE II
Directors
Section 2.1 Board of Directors. The Board of Directors (hereinafter
referred to as the "Board"), shall have power to 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
said Board.
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<PAGE> 13
Section 2.2 Number. The Board shall consist of not less than five nor more
than twenty-five directors, 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 the shareholders at any meeting thereof;
provided, however, that a majority of the full Board of Directors may not
increase the number of directors to a number which, (1) exceeds by more than two
the number of directors last elected by shareholders where such number was
fifteen or less, and (2) to a number which exceeds by more than four the number
of directors last elected by shareholders where such number was sixteen or more,
but in no event shall the number of directors exceed twenty-five.
Section 2.3 Organization Meeting. The Secretary of the meeting upon
receiving the certificate of the judges, of the result of any election, shall
notify the directors-elect of their election and of the time at which they are
required to meet at the Main Office of the Association for the purpose of
organizing the new Board and electing and appointing officers of the Association
for the succeeding year. Such meeting shall be held as soon thereafter as
practicable. If, at the time fixed for such meeting, there shall not be a
quorum present, the directors present may adjourn the meeting from time to
time, until a quorum is obtained.
Section 2.4 Regular Meetings. Regular meetings of the Board of Directors
shall be held at such place and time as may be designated by resolution of the
Board of Directors. Upon adoption of such resolution, no further notice of such
meeting dates or the places or times thereof shall be required. Upon the failure
of the Board of Directors to adopt such a resolution, regular meetings of the
Board of Directors shall be held, without notice, on the third Tuesday in
February, April, June, August, October and December, commencing with the year
1997, at the main office or at such other place and time as may be designated by
the Board of Directors. When any regular meeting of the Board would otherwise
fall on a holiday, the meeting shall be held on the next business day unless the
Board shall designate some other day.
Section 2.5 Special Meetings. Special meetings of the Board of Directors
may be called by the President of the Association, or at the request of three
(3) 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
such special meeting.
Section 2.6 Quorum. A majority of the directors shall constitute a quorum
at any meeting, except when otherwise provided by law; but a less
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<PAGE> 14
number may adjourn any meeting, from time to time, and the meeting may be held,
as adjourned, without further notice.
Section 2.7 Vacancies. When any vacancy occurs among the directors, the
remaining members of the Board, in accordance with the laws of the United
States, may appoint a director to fill such vacancy at any regular meeting of
the Board, or at a special meeting called for that purpose.
Section 2.8 Advisory Boards. The Board of Directors may appoint Advisory
Boards for each of the states in which the Association conducts operations. Each
such Advisory Board shall consist of as many persons as the Board of Directors
may determine. The duties of each Advisory Board shall be to consult and advise
with the Board of Directors and senior officers of the Association in such state
with regard to the best interests of the Association and to perform such other
duties as the Board of Directors may lawfully delegate. The senior officer in
such state, or such officers as directed by such senior officer, may appoint
advisory boards for geographic regions within such state and may consult with
the State Advisory Boards prior to such appointments.
ARTICLE III
Committees of the Board
Section 3.1 The Board of Directors, by resolution adopted by a majority of
the number of directors fixed by these By-Laws, may designate two or more
directors to constitute an Executive Committee and other committees, each of
which, to the extent authorized by law and provided in such resolution, shall
have and may exercise all of the authority of the Board of Directors and the
management of the Association. The designation of any committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility or liability imposed
upon it or any member of the Board of Directors by law. The Board of Directors
reserves to itself alone the power to act on (1) dissolution, merger or
consolidation, or disposition of substantially all corporate property, (2)
designation of committees or filling vacancies on the Board of Directors or on a
committee of the Board (except as hereinafter provided), (3) adoption, amendment
or repeal of By-laws, (4) amendment or repeal of any resolution of the Board
which by its terms is not so amendable or repealable, and (5) declaration of
dividends, issuance of stock, or recommendations to stockholders of any action
requiring stockholder approval.
The Board of Directors or the Chairman of the Board of Directors of the
Association may change the membership of any committee at any time, fill
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<PAGE> 15
vacancies therein, discharge any committee or member thereof either with or
without cause at any time, and change at any time the authority and
responsibility of any such committee.
A majority of the members of any committee of the Board of Directors may
fix such committee's rules of procedure. All action by any committee shall be
reported to the Board of Directors at a meeting succeeding such action, except
such actions as the Board may not require to be reported to it in the resolution
creating any such committee. Any action by any committee shall be subject to
revision, alteration, and approval by the Board of Directors, except to the
extent otherwise provided in the resolution creating such committee; provided,
however, that no rights or acts of third parties shall be affected by any such
revision or alteration.
ARTICLE IV
Officers and Employees
Section 4.1 Officers. The officers of the Association may be a Chairman of
the Board, a Vice Chairman of the Board, one or more Chairmen or Vice Chairmen
(who shall not be required to be directors of the Association), a President, one
or more Vice Presidents, a Secretary, a Cashier or Treasurer, and such other
officers, including officers holding similar or equivalent titles to the above
in regions, divisions or functional units of the Association, as may be
appointed by the Board of Directors. The Chairman of the Board and the President
shall be members of the Board of Directors. Any two or more offices may be held
by one person, but no officer shall sign or execute any document in more than
one capacity.
Section 4.2 Election, Term of Office, and Qualification. Each officer shall
be chosen by the Board of Directors and shall hold office until the annual
meeting of the Board of Directors held next after his election or until his
successor shall have been duly chosen and qualified, or until his death, or
until he shall resign, or shall have been disqualified, or shall have been
removed from office.
Section 4.2(a) Officers Acting as Assistant Secretary. Notwithstanding
Section 1 of these By-laws, any Senior Vice President, Vice President, or
Assistant Vice President shall have, by virtue of his office, and by authority
of the By-laws, the authority from time to time to act as an Assistant Secretary
of the Bank, and to such extent, said officers are appointed to the office of
Assistant Secretary.
6
<PAGE> 16
Section 4.3 Chief Executive Officer. The Board of Directors shall designate
one of its members to be the President of this Association, and the officer so
designated shall be an ex officio member of all committees of the Association
except the Examining Committee, and its Chief Executive Officer unless some
other officer is so designated by the Board of Directors.
Section 4.4 Duties of Officers. The duties of all officers shall be
prescribed by the Board of Directors. Nevertheless, the Board of Directors may
delegate to the Chief Executive Officer the authority to prescribe the duties of
other officers of the corporation not inconsistent with law, the charter, and
these By-laws, and to appoint other employees, prescribe their duties, and to
dismiss them. Notwithstanding such delegation of authority, any officer or
employee also may be dismissed at any time by the Board of Directors.
Section 4.5 Other Employees. The Board of Directors may appoint from time
to time such tellers, vault custodians, bookkeepers, and other clerks, agents,
and employees as it may deem advisable for the prompt and orderly transaction of
the business of the Association, define their duties, fix the salary to be paid
them, and dismiss them. Subject to the authority of the Board of Directors, the
Chief Executive Officer or any other officer of the Association authorized by
him, may appoint and dismiss all such tellers, vault custodians, bookkeepers and
other clerks, agents, and employees, prescribe their duties and the conditions
of their employment, and from time to time fix their compensation.
Section 4.6 Removal and Resignation. Any officer or employee of the
Association may be removed either with or without cause by the Board of
Directors. Any employee other than an officer elected by the Board of Directors
may be dismissed in accordance with the provisions of the preceding Section 4.5.
Any officer may resign at any time by giving written notice to the Board of
Directors or to the Chief Executive Officer of the Association. Any such
resignation shall become effective upon its being accepted by the Board of
Directors, or the Chief Executive Officer.
ARTICLE V
Fiduciary Powers
Section 5.1 Capital Management Group. There shall be an area of this
Association known as the Capital Management Group which shall be responsible for
the exercise of the fiduciary powers of this Association. The Capital Management
Group shall consist of four service areas: Fiduciary Services, Retail Services,
Investments and Marketing. The Fiduciary Services unit shall consist of
7
<PAGE> 17
personal trust, employee benefits, corporate trust and operations. The General
Office for the Fiduciary Services unit shall be located in Charlotte, N.C., with
City Trust Offices located in such cities within the State of North Carolina as
designated by the Board of Directors.
Section 5.2 Trust Officers. There shall be a General Trust Officer of this
Association whose duties shall be to manage, supervise and direct all the
activities of the Capital Management Group. Further, there shall be one or more
Senior Trust Officers designated to assist the General Trust Officer in the
performance of his duties. They shall do or cause to be done all things
necessary or proper in carrying out the business of the Capital Management Group
in accordance with provisions of applicable law and regulation.
Section 5.3 Capital Management/General Trust Committee. There shall be a
Capital Management/General Trust Committee composed of not less than four (4)
members of the Board of Directors or officers of this Association who shall be
appointed annually or from time to time by the Board of Directors of the
Association. The General Trust Officer shall serve as an ex-officio member of
the Committee. Each member shall serve until his successor is appointed. The
Board of Directors or the Chairman of the Board may change the membership of the
Capital Management/General Trust Committee at any time, fill vacancies therein,
or discharge any member thereof with or without cause at any time. The Committee
shall counsel and advise on all matters relating to the business or affairs of
the Capital Management Group and shall adopt overall policies for the conduct of
the business of the Capital Management Group including but not limited to:
general administration, investment policies, new business development, and
review for approval of major assignments of functional responsibilities. The
Committee shall meet at least quarterly or as called for by its Chairman or any
three (3) members of the Committee. A quorum shall consist of three (3) members.
In carrying out its responsibilities, the Capital Management/General Trust
Committee shall review the actions of all officers, employees and committees
utilized by this Association in connection with the activities of the Capital
Management Group and may assign the administration and performance of any
fiduciary powers or duties to any of such officers or employees or to the
Investment Policy Committee, Personal Trust Administration Committee, Account
Review Committee, Corporate and Institutional Accounts Committee, or any other
committees it shall designate. One of the methods to be used in the review
process will be the thorough scrutiny of the Report of Examination by the Office
of the Comptroller of the Currency and the reports of the Audit Division of
First Union Corporation, as they relate to the activities of the Capital
Management Group. These reviews shall be in addition to reviews of such reports
by the Audit Committee of the Board of Directors. The Chairman of the Capital
Management/General Trust
8
<PAGE> 18
Committee shall be appointed by the Chairman of the Board of Directors. He shall
cause to be recorded in appropriate minutes all actions taken by the Committee.
The minutes shall be signed by its Secretary and approved by its Chairman.
Further, the Committee shall summarize all actions taken by it and shall submit
a report of its proceedings to the Board of Directors at its next regularly
scheduled meeting following a meeting of the Capital Management/General Trust
Committee. As required by Section 9.7 of Regulation 9 of the Comptroller of the
Currency, the Board of Directors retains responsibility for the proper exercise
of the fiduciary powers of this Association.
The Fiduciary Services unit of the Capital Management Group will maintain a
list of securities approved for investment in fiduciary accounts and will from
time to time provide the Capital Management/General Trust Committee with current
information relative to such list and also with respect to transactions in other
securities not on such list. It is the policy of this Association that members
of the Capital Management/General Trust Committee should not buy, sell or trade
in securities which are on such approved list or in any other securities in
which the Fiduciary Services unit has taken, or intends to take, a position in
fiduciary accounts in which any such transaction could be viewed as a possible
conflict of interest or could constitute a violation of applicable law or
regulation. Accordingly, if any such securities are owned by any member of the
Capital Management/General Trust Committee at the time of appointment to such
Committee, the Capital Management Group shall be promptly so informed in
writing. If any member of the Capital Management/General Trust Committee intends
to buy, sell, or trade in any such securities while serving as a member of the
Committee, he should first notify the Capital Management Group in order to make
certain that any proposed transaction will not constitute a violation of this
policy or of applicable law or regulation.
Section 5.4 Investment Policy Committee. There shall be an Investment
Policy Committee composed of not less than seven (7) officers and/or employees
of this Association who shall be appointed annually or from time to time by the
Board of Directors. Each member shall serve until his successor is appointed.
Meetings shall be called by the Chairman or any two (2) members of the
Committee. A quorum shall consist of five (5) members. The Investment Policy
Committee shall exercise such fiduciary powers and perform such duties as may be
assigned to it by the Capital Management/General Trust Committee. All actions
taken by the Investment Policy Committee shall be recorded in appropriate
minutes, signed by the Secretary thereof, approved by its Chairman and submitted
to the Capital Management/General Trust Committee at its next ensuing regular
meeting for its review and approval.
9
<PAGE> 19
Section 5.5 Personal Trust Administration Committee. There shall be a
Personal Trust Administration Committee composed of not than five (5) officers,
who shall be appointed annually or from time to time by the Board of Directors.
Each member shall serve until his successor is appointed. Meetings shall be
called by the Chairman or any three (3) members of the Committee. A quorum shall
consist of three (3) members. The Personal Trust Administration Committee shall
exercise such fiduciary powers and perform such duties as may be assigned to it
by the Capital Management/General Trust Committee. All action taken by the
Personal Trust Administration Committee shall be recorded in appropriate minutes
signed by the Secretary thereof, approved by its Chairman, and submitted to the
Capital Management/General Trust Committee at its next ensuing regular meeting
for its review and approval.
Section 5.6 Account Review Committee. There shall be an Account Review
Committee composed of not less than four (4) officers and/or employees of this
Association, who shall be appointed annually or from time to time by the Board
of Directors. Each member shall serve until his successor is appointed. Meetings
shall be called by the Chairman or any two (2) members of the Committee. A
quorum shall consist of three (3) members. The Account Review Committee shall
exercise such fiduciary powers and perform such duties as may be assigned to it
by the Capital Management/General Trust Committee. All actions taken by the
Account Review Committee shall be recorded in appropriate minutes, signed by the
Secretary thereof, approved by its Chairman and submitted to the Capital
Management/General Trust Committee at its next ensuing regular meeting for its
review and approval.
Section 5.7 Corporate and Institutional Accounts Committee. There shall be
a Corporate and Institutional Accounts Committee composed of not less than five
(5) officers and/or employees of this Association, who shall be appointed
annually, or from time to time, by the Capital Management/General Trust
Committee and approved by the Board of Directors. Meetings may be called by the
Chairman or any two (2) members of the Committee. A quorum shall consist of
three (3) members. The Corporate and Institutional Accounts Committee shall
exercise such fiduciary powers and duties as may be assigned to it by the
General Trust Committee. All actions taken by the Corporate and Institutional
Accounts Committee shall be recorded in appropriate minutes, signed by the
Secretary thereof, approved by its Chairman and made available to the General
Trust Committee at its next ensuing regular meeting for its review and approval.
10
<PAGE> 20
ARTICLE VI
Stock and Stock Certificates
Section 6.1 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 shares, succeed to all rights and liabilities of the
prior holder of such shares.
Section 6.2 Stock Certificates. Certificates of stock shall bear the
signature of the Chairman, the Vice Chairman, the President, or a Vice President
(which my be engraved, printed, or impressed), and shall be signed manually or
by facsimile process by the Secretary, Assistant Secretary, Cashier, Assistant
Cashier, or any other officer appointed by the Board of Directors for that
purpose, to be known as an Authorized Officer, 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.
ARTICLE VII
Corporate Seal
Section 7.1 The President, the Cashier, the Secretary, or any Assistant
Cashier, or Assistant Secretary, or other officer thereunto designated by the
Board of Directors shall have authority to affix the corporate seal to any
document requiring such seal, and to attest the same. Such seal shall be
substantially in the following form.
ARTICLE VIII
Miscellaneous Provisions
Section 8.1 Fiscal Year. The fiscal year of the Association shall be the
calendar year.
Section 8.2 Execution of Instruments. All agreements, indentures,
mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, notices,
applications, schedules, accounts, affidavits, bonds, undertakings, proxies, and
other
11
<PAGE> 21
instruments or documents may be signed, executed, acknowledged, verified,
delivered or accepted in behalf of the Association by the Chairman of the Board,
the Vice Chairman of the Board, any Chairman or Vice Chairman, the President,
any Vice President or Assistant Vice President, the Secretary or any Assistant
Secretary, the Cashier or Treasurer or any Assistant Cashier or Assistant
Treasurer, or any officer holding similar or equivalent titles to the above in
any regions, divisions or functional units of the Association, or, if in
connection with the exercise of fiduciary powers of the Association, by any of
said officers or by any Trust Officer or Assistant Trust Officer (or equivalent
titles); provided, however, that where required, any such instrument shall be
attested by one of said officers other than the officer executing such
instrument. Any such instruments may also be executed, acknowledged, verified,
delivered or accepted in behalf of the Association in such other manner and by
such other officers as the Board of Directors may from time to time direct. The
provisions of this Section 8.2 are supplementary to any other provision of these
By-laws.
Section 8.3 Records. The Articles of Association, the By-laws, and the
proceedings of all meetings of the shareholders, the Board of Directors,
standing committees of the Board, shall be recorded in appropriate minute books
provided for the purpose. The minutes of each meeting shall be signed by the
Secretary, Cashier, or other officer appointed to act as Secretary of the
meeting.
ARTICLE IX
By-laws
Section 9.1 Inspection. A copy of the By-laws, with all amendments thereto,
shall at all times be kept in a convenient place at the Head Office of the
Association, and shall be open for inspection to all shareholders, during
banking hours.
Section 9.2 Amendments. The By-laws may be amended, altered or repealed, at
any regular or special meeting of the Board of Directors, by a vote of a
majority of the whole number of Directors.
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<PAGE> 22
Exhibit A
First Union National Bank
Article X
Emergency By-laws
In the event of an emergency declared by the President of the United States
or the person performing his functions, the officers and employees of this
Association will continue to conduct the affairs of the Association under such
guidance from the directors or the Executive Committee as may be available
except as to matters which by statute require specific approval of the Board of
Directors and subject to conformance with any applicable governmental directives
during the emergency.
OFFICERS PRO TEMPORE AND DISASTER
Section 1. The surviving members of the Board of Directors or the Executive
Committee shall have the power, in the absence or disability of any officer, or
upon the refusal of any officer to act, to delegate and prescribe such officer's
powers and duties to any other officer, or to any director, for the time being.
Section 2. In the event of a state of disaster of sufficient severity to
prevent the conduct and management of the affairs and business of this
Association by its directors and officers as contemplated by these By-laws, any
two or more available members of the then incumbent Executive Committee shall
constitute a quorum of that Committee for the full conduct and management of the
affairs and business of the Association in accordance with the provisions of
Article II of these By-laws; and in addition, such Committee shall be empowered
to exercise all of the powers reserved to the General Trust Committee under
Section 5.3 of Article V hereof. In the event of the unavailability at such
time, of a minimum of two members of the then incumbent Executive Committee, any
three available directors shall constitute the Executive Committee for the full
conduct and management of the affairs and business of the Association in
accordance with the foregoing provisions of this section. This By-law shall be
subject to implementation by resolutions of the Board of Directors passed from
time to time for that purpose, and any provisions of these By-laws (other than
this section) and any resolutions which are contrary to the provisions of this
section or to the provisions of any such implementary
13
<PAGE> 23
resolutions shall be suspended until it shall be determined by an interim
Executive Committee acting under this section that it shall be to the advantage
of this Association to resume the conduct and management of its affairs and
business under all of the other provisions of these By-laws.
Officer Succession
BE IT RESOLVED, that if consequent upon war or warlike damage or disaster,
the Chief Executive Officer of this Association cannot be located by the then
acting Head Officer or is unable to assume or to continue normal executive
duties, then the authority and duties of the Chief Executive Officer shall,
without further action of the Board of Directors, be a automatically assumed by
one of the following persons in the order designated:
Chairman
President
Division Head/Area Administrator - Within this officer class, officers
shall take seniority on the basis of length of service in such office or,
in the event of equality, length of service as an officer of the
Association.
Any one of the above persons who in accordance with this resolution assumes
the authority and duties of the Chief Executive Officer shall continue to serve
until he resigns or until five-sixths of the other officers who are attached to
the then acting Head Office decide in writing he is unable to perform said
duties or until the elected Chief Executive Officer of this Association, or a
person higher on the above list, shall become available to perform the duties of
Chief Executive Officer of the Association.
BE IT FURTHER RESOLVED, that anyone dealing with this Association may
accept a certification by any three officers that a specified individual is
acting as Chief Executive Officer in accordance with this resolution; and that
anyone accepting such certification may continue to consider it in force until
notified in writing of a change, said notice of change to carry the signatures
of three officers of the Association.
Alternate Locations
The offices of the Association at which its business shall be conducted
shall be the main office thereof in each city which is designated as a City
Office (and branches, if any), and any other legally authorized location which
may be leased or acquired by this Association to carry on its business. During
an emergency resulting in any authorized place of business of the Association
being unable to function, the business ordinarily conducted at such location
shall be relocated
14
<PAGE> 24
elsewhere in suitable quarters, in addition to or in lieu of the locations
heretofore mentioned, as may be designated by the Board of Directors or by the
Executive Committee or by such persons as are then, in accordance with
resolutions adopted from time to time by the Board of Directors dealing with
the exercise of authority in the time of such emergency, conducting the affairs
of this Association. Any temporarily relocated place of business of this
Association shall be returned to its legally authorized location as soon as
practicable and such temporary place of business shall then be discontinued.
Acting Head Offices
BE IT RESOLVED, that in case of and provided because of war or warlike
damage or disaster, the General Office of this Association, located in
Charlotte, North Carolina, is unable temporarily to continue its functions, the
Raleigh office, located in Raleigh, North Carolina, shall automatically and
without further action of this Board of Directors, become the "Acting Head
Office of this Association";
BE IT FURTHER RESOLVED, that if by reason of said war or warlike damage or
disaster, both the General Office of this Association and the said Raleigh
Office of this Association are unable to carry on their functions, then and in
such case, the Asheville Office of this Association, located in Asheville, North
Carolina, shall, without further action of this Board of Directors, become the
"Acting Head Office of this Association"; and if neither the Raleigh Office nor
the Asheville Office can carry on their functions, then the Greensboro Office of
this Association, located in Greensboro, North Carolina, shall, without further
action of this Board of Directors, become the "Acting Head Office of this
" Association"; and if neither the Raleigh Office, the Asheville Office, nor
the Greensboro Office can carry on their functions, then the Lumberton Office of
this Association, located in Lumberton, North Carolina, shall, without further
action of this Board of Directors, become the "Acting Head Office of this
Association". The Head Office shall resume its functions at its legally
authorized location as soon as practicable.
15
<PAGE> 1
Exhibit 25(d)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
THE HERTZ CORPORATION
(Exact name of obligor as specified in its charter)
DELAWARE 13-1938568
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
225 BRAE BOULEVARD
PARK RIDGE, NEW JERSEY 07656-0713
(Address of principal executive offices) (Zip Code)
------------------------------------------------
DEBT SECURITIES
(Title of the indenture securities)
------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which it
is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in effect,
including the Organization Certificate and the Certificates of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 20th day of May, 1999.
THE CHASE MANHATTAN BANK
By /S/ GLENN G. MCKEEVER
---------------------
/S/ GLENN G. MCKEEVER
VICE PRESIDENT
3
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1998,
in accordance with a call made by the Federal
Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ............................................................. $ 13,915
Interest-bearing balances ..................................................... 7,805
Securities:
Held to maturity securities ........................................................ 1,429
Available for sale securities ...................................................... 56,327
Federal funds sold and securities purchased under
agreements to resell .......................................................... 21,733
Loans and lease financing receivables:
Loans and leases, net of unearned income ..............................$131,095
Less: Allowance for loan and lease losses ............................. 2,711
Less: Allocated transfer risk reserve ................................. 0
--------
Loans and leases, net of unearned income,
allowance, and reserve ........................................................ 128,384
Trading Assets ..................................................................... 48,949
Premises and fixed assets (including capitalized
leases) ....................................................................... 3,095
Other real estate owned ............................................................ 239
Investments in unconsolidated subsidiaries and
associated companies .......................................................... 199
Customers' liability to this bank on acceptances
outstanding ................................................................... 1,209
Intangible assets .................................................................. 2,081
Other assets ....................................................................... 11,352
--------
TOTAL ASSETS ....................................................................... $296,717
========
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<S> <C> <C>
LIABILITIES
Deposits
In domestic offices ........................................... $105,879
Noninterest-bearing ................................. $ 39,175
Interest-bearing .................................... 66,704
--------
In foreign offices, Edge and Agreement,
subsidiaries and IBF's ........................................ 79,294
Noninterest-bearing ................................. $ 4,082
Interest-bearing .................................... 75,212
Federal funds purchased and securities sold under agree-
ments to repurchase ................................................ 32,546
Demand notes issued to the U.S. Treasury ........................... 629
Trading liabilities ................................................ 36,807
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ................. 4,478
With a remaining maturity of more than one year
through three years .................................... 213
With a remaining maturity of more than three years ............ 115
Bank's liability on acceptances executed and outstanding ........... 1,209
Subordinated notes and debentures .................................. 5,408
Other liabilities .................................................. 10,855
TOTAL LIABILITIES .................................................. 277,433
--------
EQUITY CAPITAL
Perpetual preferred stock and related surplus ...................... 0
Common stock ....................................................... 1,211
Surplus (exclude all surplus related to preferred stock) .......... 11,016
Undivided profits and capital reserves ............................. 6,762
Net unrealized holding gains (losses)
on available-for-sale securities ................................... 279
Cumulative foreign currency translation adjustments ................ 16
TOTAL EQUITY CAPITAL ............................................... 19,284
--------
TOTAL LIABILITIES AND EQUITY CAPITAL ............................... $296,717
========
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )
-5-
