AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 12, 1999
REGISTRATION NO. 333-62661
============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------
INTERNATIONAL PAPER COMPANY
(Exact name of registrant as specified in charter)
NEW YORK 13-0872805
(State of incorporation) (I.R.S. Employer Identification No.)
------------------------------------
INTERNATIONAL PAPER CAPITAL TRUST III
INTERNATIONAL PAPER CAPITAL TRUST IV
(Exact name of registrant as specified in charter)
DELAWARE APPLIED FOR
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) Number)
TWO MANHATTANVILLE ROAD
PURCHASE, NEW YORK 10577
(914) 397-1500
(Address and telephone number of principal executive offices)
------------------------------------
JAMES W. GUEDRY, ESQ.
VICE PRESIDENT, ASSOCIATE GENERAL COUNSEL AND SECRETARY
INTERNATIONAL PAPER COMPANY
TWO MANHATTANVILLE ROAD
PURCHASE, NEW YORK 10577
(914) 397-1532
(Name, address and telephone number of agent for service)
WITH COPY TO:
VINCENT J. PISANO, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
------------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement, as
determined by market conditions and other factors.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. |_|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering.
|_| ______________________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_| ______________________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |X| ________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE AGGREGATE
OF SECURITIES TO BE REGISTERED PER OFFERING
REGISTERED (1) UNIT (2) PRICE (2)(3)
<S> <C> <C> <C>
Debt Securities of
International Paper
Company (the "Company")
(6) (7) .................
Preferred Stock, $1.00 par
value, of the Company
(6) (7)...................
Common Stock, $1.00 par
value, of the Company
(6) (7)....................
Depoistary Shares of the (5) (5) (5)
Company (7) (8)............
Warrants of the Company (9)
Trust Preferred Securities
of International Paper
Capital Trust III and
International Paper
Capital Trust IV (the "IPC
Trusts") (10)..............
Guarantees of Trust
Preferred Securities of
the IPC Trusts by the Company
(11).......................
Total $1,100,000,000(12) 100% $1,100,000,000(12)
</TABLE>
TITLE OF EACH CLASS AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTRATION FEE (4)
Debt Securities of International Paper
Company (the "Company") (6) (7)...........
Preferred Stock, $1.00 par value, of the
Company (6) (7)...........................
Common Stock, $1.00 par value, of the
Company (6) (7)...........................
Depositary Shares of the Company (7) (8) .
Warrants of the Company (9)...............
Trust Preferred Securities of
International Paper Capital Trust III and
International Paper Capital Trust IV
(the "IPC Trusts") (10).................
Guarantees of Trust Preferred Securities
of the IPC Trusts by the Company (11).....
Total $324,500 (4)
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
INCLUDED IN THIS REGISTRATION STATEMENT ALSO RELATES TO $2,000,000,000 OF
SECURITIES PREVIOUSLY REGISTERED UNDER THE COMPANY'S REGISTRATION STATEMENT
ON FORM S-3 (NO. 33-52945), AND $400,000,000 OF SECURITIES PREVIOUSLY
REGISTERED UNDER THE COMPANY'S REGISTRATION STATEMENT ON FORM S-3 (NO.
33-48167). THIS REGISTRATION STATEMENT CONSTITUTES POST-EFFECTIVE AMENDMENT
NO. 3 TO THE COMPANY'S REGISTRATION STATEMENT ON FORM S-3 (NO. 33-52945)
AND POST-EFFECTIVE AMENDMENT NO. 4 TO THE COMPANY'S REGISTRATION STATEMENT
ON FORM S-3 (NO. 33-48167).
------------------------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
- ------------------------------------------------------------------------------
(FOOTNOTES FROM PREVIOUS PAGE)
- --------------------------
(1) In United States dollars or the equivalent thereof in any other
currency, currency unit or units, or composite currency or
currencies.
(2) The proposed maximum offering price per unit will be determined
from time to time by the Registrants in connection with the
issuance by the Registrants of the securities registered
hereunder.
(3) The proposed maximum aggregate offering price has been
estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457 under the Securities Act.
(4) The amount of securities eligible to be sold under prior
registration statements to be carried forward to this
Registration Statement is $975,775,000. The amount of the
filing fee associated with such securities that was previously
paid with the prior registration statements was $331,217.07.
In addition, a filing fee of $324,500 was paid on September
1, 1998.
(5) Not applicable pursuant to General Instruction II.D. of Form
S-3.
(6) Also includes such indeterminate amounts of Debt Securities and
Preferred Stock and indeterminate number of shares of Common Stock
as may be issued upon conversion of or exchange for any other Debt
Securities or Preferred Stock that provide for conversion or
exchange into other securities or upon exercise of Warrants for
such securities.
(7) No separate consideration will be received for the Debt
Securities, Preferred Stock, Common Stock or Depositary Shares
issuable upon conversion of or in exchange for Debt Securities
or Preferred Stock.
(8) Such indeterminate number of Depositary Shares to be evidenced
by Depositary Receipts issued pursuant to a Deposit Agreement.
In the event the Company elects to offer to the public
fractional interests in shares of the Preferred Stock
registered hereunder, Depositary Receipts will be distributed
to those persons purchasing such fractional interests and the
shares of Preferred Stock will be issued to the depositary
under the Deposit Agreement. No separate consideration will be
received for the Depositary Shares.
(9) Warrants may be sold separately or with Debt Securities,
Preferred Stock or Common Stock.
(10) Subject to note (12) below, there is being registered hereunder
an indeterminate amount and number of Trust Preferred
Securities of the IPC Trusts (the "Trust Preferred Securities")
as may be sold from time to time.
(11) No separate consideration will be received for the Guarantees
of the Trust Preferred Securities (the "Guarantees"). The
Guarantees include the rights of holders of Trust Preferred
Securities under the Guarantees and certain back-up
undertakings, as described in the Registration Statement.
(12) In no event will the aggregate offering price of all securities
issued from time to time pursuant to this Registration
Statement exceed $1,100,000,000 or the equivalent thereof in
one or more foreign currencies, foreign currency units or
composite currencies. The aggregate amount of Common Stock of
the Company registered hereunder is further limited to that
which is permissible under Rule 415(a)(4) under the Securities
Act. The securities registered hereunder may be sold separately
or as units with other securities registered hereunder.
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 or amendment thereto to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Purchase and
the State of New York, on the 9th day of April, 1999.
INTERNATIONAL PAPER COMPANY
By: /s/ JAMES W. GUEDRY
-----------------------------------
James. W. Guedry
VICE PRESIDENT AND SECRETARY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below on the
9th day of April, 1999 by the following persons in the capacities and on
the dates indicated.
NAME TITLE
- ---------------------------- ----------------------------------
/s/ JOHN T. DILLON*
- -------------------------------- Chairman, Chief-Executive Officer
(John T. Dillon) and Director
/s/ C. WESLEY SMITH*
- -------------------------------
(C. Wesley Smith) Executive Vice President and Director
/s/ PETER I. BIJUR*
- -------------------------------
(Peter I. Bijur) Director
/s/ WILLARD C. BUTCHER*
- -------------------------------
(Willard C. Butcher) Director
/s/ ROBERT J. EATON*
- -------------------------------
(Robert J. Eaton) Director
/s/ JOHN A. GEORGES*
- ------------------------------- Director
(John A. Georges)
/s/ THOMAS C. GRAHAM*
- -------------------------------
(Thomas C. Graham) Director
/s/ JOHN R. KENNEDY*
- -------------------------------
(John R. Kennedy) Director
/s/ DONALD F. McHENRY*
- -------------------------------
(Donald F. McHenry) Director
/s/ PATRICK F. NOONAN*
- -------------------------------
(Patrick F. Noonan) Director
/s/ JANE C. PFEIFFER
- --------------------------------
(Jane C. Pfeiffer) Director
/s/ EDMUND T. PRATT, JR.*
- --------------------------------
(Edmund T. Pratt, Jr.) Director
/s/ CHARLES R. SHOEMATE*
- --------------------------------
(Charles R. Shoemate) Director
/s/ MARIANNE M. PARRS*
- --------------------------------
(Marianne M. Parrs) Senior Vice President
and Chief Financial Officer
/s/ ANDREW R. LESSIN*
- --------------------------------
(Andrew R. Lessin) Vice President and Controller Chief
and Accounting Officer
*By: /s/ JAMES W. GUEDRY
- --------------------------------
(James W. Guedry)
ATTORNEY-IN-FACT
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
International Paper Capital Trust III and International Paper Capital Trust
IV each certify 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 or amendment thereof to be signed on its behalf by
the undersigned thereunto duly authorized, in the City of Purchase and the
State of New York on the 15th day of September, 1998.
INTERNATIONAL PAPER CAPITAL TRUST III,
a Delaware business trust
By: International Paper Company, as Depositor
By: /s/ JAMES W. GUEDRY
-------------------------------
James W. Guedry
VICE PRESIDENT AND SECRETARY
INTERNATIONAL PAPER CAPITAL TRUST IV,
a Delaware business trust
By: International Paper Company, as Depositor
By: /s/ JAMES W. GUEDRY
------------------------------
James W. Guedry
VICE PRESIDENT AND SECRETARY
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
1.1 Form of Underwriting Agreement (Standard Provisions) for
Debt Securities (incorporated herein by reference to Exhibit
1.1 to International Paper Company's Registration Statement
on Form S-3 (File No. 33-52945)).
1.2 Form of Underwriting Agreement (Standard Provisions) for
Preferred Stock (incorporated herein by reference to Exhibit
1.2 to International Paper Company's Registration Statement
on Form S-3 (File No. 33-52945)).
1.3 Form of Underwriting Agreement (Standard Provisions) for
Common Stock (incorporated herein by reference to Exhibit 1.3 to
International Paper Company's Registration Statement
on Form S-3 (File No. 33-52945)).
1.4 Underwriting Agreement for Trust Preferred Securities.**
3.1 Restated Certificate of Incorporation of International Paper
Company (incorporated herein by reference to Exhibit 3(A) to
International Paper Company's Form 8-K dated November 20,
1990).
3.2 By Laws of International Paper Company (incorporated herein by
reference to Exhibit 3(B) to International Paper Company's Form
8-K dated November 20, 1990).
4.1 Form of Certificate for shares of International Paper Company's
Common Stock (incorporated herein by reference to Exhibit 4(A)
to International Paper Company's Registration Statement on Form
S-3 (File No. 33-44855)).
4.2 Form of Indenture for Senior Debt Securities between
International Paper Company and The Chase Manhattan Bank, N.A.,
as Trustee, including forms of Senior Debt Securities
(incorporated herein by reference to Exhibit 4.5 to
International Paper Company's Registration Statement on Form
S-3 (File No. 33-52945)).
4.3 Form of Indenture for Subordinated Debt Securities between
International Paper Company and The Chase Manhattan Bank, N.A.,
as Trustee, including forms of Subordinated Debt Securities
(incorporated herein by reference to Exhibit 4.6 to
International Paper Company's Registration Statement on Form
S-3 (File No. 33-52945)).
4.4 Form of Indenture for Senior Debt Securities of International
Paper Company, including forms of Senior Debt Securities.*
4.5 Form of Indenture for Subordinated Debt Securities of
International Paper Company, including forms of Subordinated
Debt Securities.*
4.6 Form of Deposit Agreement, including the form of Depositary
Receipt (incorporated herein by reference to Exhibit 4.9 to
International Paper Company's Registration Statement on Form
S-3 (File No. 33-52945)).
4.7 Certificate of Trust of International Paper Capital
Trust III.*
4.8 Certificate of Trust of International Paper Capital
Trust IV.*
4.9 Declaration of Trust for IPC Trust III.*
4.10 Declaration of Trust for IPC Trust IV.*
4.11 Form of Amended and Restated Declaration of Trust for
IPC Trust III.*
4.12 Form of Amended and Restated Declaration of Trust for
IPC Trust IV.*
4.13 Form of Guarantee Agreement for IPC Trust III.*
4.14 Form of Guarantee Agreement for IPC Trust IV.*
5.1 Opinion of James W. Guedry, Esq., Associate General
Counsel of the Company.**
5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special
counsel to the IPC Trusts.**
12.1 Statements re: Computation of Ratio of Earnings to Fixed
Charges (incorporated herein by reference to Exhibit 12 to
International Paper Company's Form 10-K for the year ended
December 31, 1997 and to Exhibit 12 to International Paper
Company's Form 10-Q for the quarter ended June 30, 1998).
23.1 Consent of Arthur Andersen LLP*
23.2 Consent of James W. Guedry, Esq., Associate General
Counsel of the Company.**
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom LLP, special
counsel to the IPC Trusts.**
24.1 Powers of Attorney of certain officers and directors.*
25.1 Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of The Chase Manhattan Bank, N.A.,
the trustee under the Senior Indenture (incorporated herein by
reference to Exhibit 25.1 to International Paper Company's
Registration Statement on Form S-3 (File No. 33-52945)).
25.2 Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of The Chase Manhattan Bank, N.A.,
the trustee under the Subordinated Indenture (incorporated
herein by reference to Exhibit 25.2 to International Paper
Company's Registration Statement on Form S-3 (File No.
33-52945)).
25.3 Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of The Bank of New York, the
trustee under the Amended and Restated Declaration of Trust of
International Paper Capital Trust III.*
25.4 Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of The Bank of New York, the
trustee under the Amended and Restated Declaration of Trust of
International Paper Capital Trust IV.*
25.5 Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of The Bank of New York, the
trustee under the Guarantee of the Company for the benefit of
the holders of Trust Preferred Securities of International
Paper Capital Trust III.*
25.6 Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of The Bank of New York, the
trustee under the Guarantee of the Company for the benefit of
the holders of Trust Preferred Securities of International
Paper Capital Trust IV.*
25.8 Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of, the trustee under the Senior
Indenture.**
25.9 Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of The Bank of New York, the
trustee under the Subordinated Indenture.*
25.10 Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of The Bank of New York, the
trustee under the Senior Indenture.***
- ---------------------------------
* Previously filed.
** To he filed either by amendment or as an exhibit to an Exchange Act
report and incorporated herein by reference.
*** Filed herewith.
EXHIBIT 25.10
- ------------------------------------------------------------------------------
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) | X |
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)
-------------
INTERNATIONAL PAPER COMPANY
(Exact name of obligor as specified in its charter)
New York 13-0872805
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Two Manhattanville Road
Purchase, New York 10577
(Address of principal executive offices) (Zip code)
----------------------
Debt Securities
(Title of the indenture securities)
============================================================================
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 2 Rector Street, New York,
State of New York N.Y. 10006, and Albany, N.Y.
12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Washington, D.C. 20429
Corporation
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.
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 9th day of April, 1999.
THE BANK OF NEW YORK
By: /s/MICHELE L. RUSSO
------------------------------
Name: MICHELE L. RUSSO
Title: ASSISTANT TREASURER
- ------------------------------------------------------------------------------
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.
Dollar Amounts
ASSETS in Thousands
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 sub-
sidiaries, 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
=================
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 Directors
Gerald L. Hassell
Alan R. Griffit
