CONFORMED 1.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 1995 Commission file number 1-2940
MARINE MIDLAND BANKS, INC.
(Exact name of registrant as specified in its charter)
Delaware Corporation 22-1093160
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Marine Midland Center, Buffalo, N.Y. 14203
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (716) 841-2424
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
All voting stock (1,001 shares of Common Stock, $5 par value) is owned by HSBC
Holdings B.V., a wholly-owned indirect subsidiary of HSBC Holdings plc.
This report includes a total of 24 pages.
2.
Part I - FINANCIAL INFORMATION
Item 1 - Financial Statements Page
Consolidated Balance Sheet
June 30, 1995 and December 31, 1994 3
Consolidated Statements of Income
For The Quarter and Six Months
Ended June 30, 1995 and 1994 4
Consolidated Statement of Changes in
Shareholders' Equity For The Six Months
Ended June 30, 1995 and 1994 5
Consolidated Statement of Cash Flows
For The Six Months Ended
June 30, 1995 and 1994 5
Notes to Consolidated Financial Statements 6
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Part II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K 15
Signatures 16
6.
Notes to Consolidated Financial Statements
1. Basis of Presentation
The accounting and reporting policies of Marine Midland Banks, Inc. (the
Company) and its subsidiaries, conform to generally accepted accounting
principles and to predominant practice within the banking industry. Such
policies, except as noted below, are consistent with those applied in the
presentation of the Company's annual financial statements.
The interim financial information in this report has not been audited. In the
opinion of the Company's management, all adjustments necessary for a fair
presentation of financial position, results of operations and cash flows for
the interim periods have been made. The interim financial information should
be read in conjunction with the 1994 Annual Report on Form 10-K.
2. Pledged Financial Instruments
At June 30, 1995, securities, loans and other assets carried at $1,484,597,000
were pledged as collateral for borrowings, to secure public and trust deposits
and for other purposes.
3. Significant Acquisition
The Company's results have been consolidated with Concord Leasing, Inc.
(Concord), which was merged into the Company on January 1, 1995 through the
contribution of Concord's outstanding common stock held by HSBC Holdings B.V.
to the Company. Concord provides equipment financing through loan and finance
lease transactions. Assets of Concord totaled $1.5 billion at December 31,
1994, including an aircraft exit portfolio of $428 million.
The merger transaction was accounted for as a transfer of assets between
companies under common control, with the assets and liabilities of Concord
combined with those of the Company at their historical carrying values. The
Company's consolidated financial statements reflect a restatement of prior
periods to include the accounts and results of operations of Concord as though
they had been combined as of the beginning of the earliest period presented.
4. New Accounting Standard
Effective January 1, 1995, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 114, Accounting by Creditors for Impairment
of a Loan (FAS 114) as amended by Statement of Financial Accounting Standards
No. 118, Accounting by Creditors for Impairment of a Loan - Income Recognition
and Disclosures (FAS 118). FAS 114 applies to all loans, except large groups
of smaller-balance homogeneous loans that are collectively evaluated for
impairment (generally consumer loans), loans that are measured at fair value,
leases and debt securities. FAS 114 provides guidance in defining and
measuring loan impairment. A loan is considered impaired when, based on
current information and events, it is probable that a creditor will be unable
to collect all amounts due (principal and interest) according to the
contractual terms of the loan agreement. Impaired loans are measured at the
present value of expected future cash flows, discounted at the loan's original
effective interest rate or, as a practical expedient, at the loan's observable
market price or the fair value of the collateral if the loan is collateral
dependent.
7.
As a result of adopting the provisions of FAS 114, insubstance foreclosed real
estate (ISORE) and insubstance foreclosed other assets are now classified as
nonaccruing loans. ISORE totaling $67 million and insubstance foreclosed
other assets totaling $3.2 million at December 31, 1994 have been reclassified
to loans in the accompanying 1994 balance sheet to reflect consistent
presentation.
Interest income on impaired loans is recognized only to the extent of cash
received, with payments first applied to principal due.
8.
Management's Discussion and Analysis of Financial Condition and
Results of Operations
Marine Midland Banks, Inc. (the "Company") reported second quarter net income
of $68.3 million, compared with a net loss of $90.2 million in the 1994 second
quarter. For the first six months of 1995, net income was $134.3 million,
compared with a net loss of $51.3 million for the first six months of last
year. Net income in 1995 reflected improved net interest income and lower
operating expenses. A tax benefit was recognized in the first quarter of 1995
for the expected use of Concord's net operating loss carryforward.
Net Interest Income
Net interest income for the second quarter of 1995 increased to $214.7 million
compared with $192.9 million for the second quarter of 1994. For the first
six months of 1995, net interest income was $429.1 million compared with
$379.9 million for the first six months of 1994.
Interest income of $362.0 million in the second quarter of 1995 was 17.5%
higher than the second quarter of 1994. Average earning assets of $17.0
billion for the second quarter of 1995 were at the same level as a year ago
whereas, the average rate earned on earning assets increased to 8.55% for the
second quarter of 1995 compared with 7.28% a year ago. Interest income of
$714.5 million for the first six months of 1995 was 18.1% higher than the
first six months of 1994. Average earning assets of $17.0 billion for the
first six months of 1995 were at the same level as the first six months of
1994. The average rate earned on earning assets was 8.46% for the first six
months of 1995 compared with 7.15% a year ago. The improvement in interest
income is due to a number of factors including increases in consumer and small
and medium sized commercial loans, a higher prime rate, lower nonaccruing
loans and a better yielding investment portfolio.
Interest expense for the second quarter of 1995 was $147.3 million,
representing a 27.9% increase over the second quarter of 1994. Average
interest bearing liabilities for the second quarter of 1995 were $13.3
billion, approximately the same as a year ago. The average rate paid on
interest bearing liabilities was 4.44% compared with 3.48% a year ago.
Interest expense for the first six months of 1995 was $285.4 million or 27.0%
above the first six months of 1994. Average interest bearing liabilities for
the first six months of 1995 were $13.3 billion, approximately the same as a
year ago. The average rate paid on interest bearing liabilities was 4.33% for
the first six months of 1995 compared with 3.40% a year ago. The increase in
rate paid reflects a higher interest rate environment, offset in part by
increases in lower rate consumer deposits. Average outstanding balances in
domestic interest bearing deposits increased by $.8 billion during the first
half of 1995 over 1994 while borrowed funds declined.
The taxable equivalent net yield on average total assets for the second
quarter of 1995 was 4.72%, compared with 4.27% a year ago. The taxable
equivalent net yield on average total assets for the first six months of 1995
was 4.74%, compared with 4.21% a year ago.
9.
Other Operating Income
For the second quarter of 1995, total other operating income was $81.9
million, compared with $70.1 million in the 1994 second quarter. For the
first six months of 1995, total other operating income was $158.2 million,
compared with $140.5 million for the first six months of 1994. The major
variance in other operating income was improvement in trading revenues which
were $1.4 million in the second quarter of 1995 compared with a loss of $8.8
million during the same period in 1994. For the first six months of 1995
trading revenue was $2.8 million compared with a loss of $13.8 million during
the same period of 1994 primarily due to improved stability in the money
markets.
Other Operating Expenses
Other operating expenses were $163.1 million in the 1995 second quarter
compared with $186.0 million for the 1994 second quarter. Other operating
expenses were $326.2 million for the first six months of 1995 compared with
$377.2 million a year ago. The Company continues a vigilant expense control
discipline.
Operating expenses in the first six months of 1994 included a $26.6 million
provision to cover the estimated costs of a voluntary early retirement
program, of which $15.0 million was provided in the first quarter of 1994.
The actual employee acceptance rate, which became known in the second quarter,
was higher than originally estimated.
Income Taxes
Contemplated in the merger of Concord and the Company was the availability of
net operating loss carryforwards and other temporary deductible differences of
Concord that can be used to offset future taxable income of the Company. At
December 31, 1994, Concord had net deferred tax assets of approximately $206
million resulting from loss carryforwards and deductible differences, which
were offset in full by a valuation allowance due to the uncertainty of Concord
realizing the tax benefits on a stand-alone basis. As a result of the merger,
Concord's operating loss carryforward was recognized in the first quarter of
1995.
The deferred tax asset at June 30, 1995 was $113 million, net of valuation
reserve of $273 million.
10.
Asset Quality
The following tables provides a summary of the loan loss allowance and
nonaccruing loans.
<TABLE>
<CAPTION>
2nd 2nd 6 Months Year 6 Months
Quarter Quarter Ended Ended Ended
1995 1994 6/30/95 12/31/94 6/30/94
(in millions)
<S>
Allowance for Loan Losses
Balance at beginning <C> <C> <C> <C> <C>
of period $542.4 $466.2 $495.4 $473.3 $473.3
Provision related to
acquired companies - - - 1.2 -
Provision charged to income 12.0 135.6 137.0 150.6 138.1
Net charge offs 65.5 60.4 143.5 129.7 70.0
Balance at end of period $488.9 $541.4 $488.9 $495.4 $541.4
</TABLE>
<TABLE>
<CAPTION>
June 30, December 31, June 30,
1995 1994 1994
(in millions)
<S>
Nonaccruing Loans <C> <C> <C>
Balance at end of period $443.4 $855.4 $943.1
As a percent of loans outstanding 3.42% 6.62% 7.58%
Nonperforming Loans and Assets*
Balance at end of period $602.3 $881.8 $983.0
As a percent of total assets 3.16% 4.72% 5.40%
*Includes nonaccruing loans, other real estate and other owned assets.
Allowance Ratios
Allowance for loan losses as a percent of:
Loans 3.77% 3.84% 4.35%
Nonaccruing loans 110.26 57.92 57.41
</TABLE>
Provisions for loan losses were $12.0 million in the second quarter of 1995
compared with $135.6 million in the second quarter of 1994. Provisions for
loan losses for the first half of 1995 were $137.0 million compared with
$138.1 million during the first half of 1994.
Nonaccruing loans were $443.4 million at June 30, 1995 compared with $546.6
million at March 31, 1995 and $855.4 million at December 31, 1994.
The Company identified impaired loans as defined by FAS 114 totaling $408
million at June 30, 1995, of which $154 million had a specific loan loss
allowance of $81 million. At March 31, 1995, the Company had identified
impaired loans of $498 million, of which $234 million had a specific loan loss
allowance of $126 million. No interest income was recognized on impaired
loans during the first half of 1995.
Other real estate and other owned assets includes other owned assets of $140
million, $8 million and $16 million at June 30, 1995, December 31, 1994 and
June 30, 1994, respectively. Other owned assets include foreclosed assets
and other equipment previously held under lease financing contracts recorded
at fair value.
11.
The Company has outstanding loans in highly leveraged transactions ("HLT").
An HLT occurs when credit is extended or investment is made involving the
buyout, acquisition, or recapitalization of an existing business resulting in
a high leverage ratio. Total committed amounts as of June 30, 1995 in this
category of loans were $179 million, including outstandings of $147 million,
compared with commitments of $216 million, including outstandings of $138
million at December 31, 1994. At June 30, 1995, $16 million of these loans
were on nonaccrual status, compared with $17 million at December 31, 1994.
Derivative Financial Instruments
As principally an end-user of off-balance sheet financial instruments, the
Company uses various derivative financial instruments to manage its overall
interest rate risk and to reduce the risk associated with changes in the
income stream of certain on-balance sheet assets. At June 30, 1995, $15.4
billion notional value of such positions, with an estimated positive fair
value of approximately $25.3 million were outstanding.
The Company also maintains various derivatives in its trading portfolio to
offset risk associated with changes in market value of certain trading assets,
and to satisfy the foreign currency requirements of retail customers. These
derivatives are carried at fair value. At June 30, 1995, $1.3 billion
notional value of such positions with an estimated negative fair value of $2.1
million were outstanding.
The Company's credit risk associated with off-balance sheet positions is not
considered material, since almost all derivative contracts are executed with
counterparties affiliated through common ownership.
Liquidity
The Company maintains a strong liquidity position. Short-term investments and
trading assets were $2.9 billion at June 30, 1995 compared with $2.2 billion
at December 31, 1994. Loans at June 30, 1995 were 68.0% of total assets
compared with 69.1% at December 31, 1994.
Deposits at June 30, 1995 were $14.9 billion, compared with $13.8 billion at
December 31, 1994. Deposits continue to exceed loans and were 114.9% of loans
at June 30, 1995. Short-term borrowings, including repurchase agreements,
were $1.5 billion at June 30, 1995 compared with $2.3 billion at December 31,
1994. Long-term borrowings of $.7 billion at June 30, 1995 were at the same
level as December 31, 1994.
12.
Capital
Shareholders' equity was $1.6 billion at June 30, 1995 compared with $1.5
billion at December 31, 1994.
Under risk-based capital guidelines, the Company's capital ratios were 10.87%
at the Tier 1 level and 16.73% at the total capital level at June 30, 1995.
These ratios compare with 10.93% at the Tier 1 level and 17.25% at the total
capital level at December 31, 1994.
Under guidelines for leverage ratios, the Company's ratio of Tier 1 capital to
quarterly average total assets was 8.78% at June 30, 1995 compared with 8.16%
at December 31, 1994.
15.
Part II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
(3) Registrant's By-Laws, as Amended to Date
(b) Report on Form 8-K
None
16.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MARINE MIDLAND BANKS, INC.
(Registrant)
Date August 10, 1995 /s/ Gerald A. Ronning
Gerald A. Ronning
Executive Vice President & Controller
(On behalf of Registrant and
as Chief Accounting Officer)
<TABLE>
<CAPTION>
3.
CONSOLIDATED BALANCE SHEET MARINE MIDLAND BANKS, INC.
June 30, December 31,
dollars in thousands 1995 1994 *
- -------------------------------------------------------------------------
<S>
ASSETS <C> <C>
Cash and due from banks $ 865,817 $ 1,050,558
Interest bearing deposits with banks 899,867 1,231,757
Federal funds sold and securities purchased
under resale agreements 1,473,288 599,993
Trading assets 513,779 404,300
Securities held to maturity (market value
$1,892,579 and $1,907,650) 1,878,496 1,967,638
Securities available for sale 77,262 80,232
Loans 12,970,500 12,914,445
Less - allowance for loan losses 488,856 495,434
- -------------------------------------------------------------------------
Loans, net 12,481,644 12,419,011
Premises and equipment 176,093 185,211
Customers' acceptance liability 19,281 24,746
Accrued interest receivable 133,237 124,967
Other real estate and other owned assets 158,970 26,381
Other assets 399,049 583,517
- -------------------------------------------------------------------------
TOTAL ASSETS $ 19,076,783 $ 18,698,311
=========================================================================
LIABILITIES
Deposits in domestic offices:
Noninterest bearing $ 3,224,041 $ 3,213,845
Interest bearing 10,081,340 9,660,674
Interest bearing deposits in foreign offices 1,592,467 909,629
- -------------------------------------------------------------------------
Total deposits 14,897,848 13,784,148
Federal funds purchased and securities sold
under repurchase agreements 967,190 729,169
Other short-term borrowings 580,657 1,526,720
Interest, taxes and other liabilities 269,744 420,435
Acceptances outstanding 19,281 24,746
Long-term debt 710,721 713,104
- -------------------------------------------------------------------------
TOTAL LIABILITIES 17,445,441 17,198,322
- -------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Preferred stock 98,063 98,063
Common shareholder's equity:
Common stock 5 5
Capital surplus 1,531,127 1,531,127
Retained earnings (accumulated deficit) 2,147 (129,206)
- -------------------------------------------------------------------------
Total common shareholder's equity 1,533,279 1,401,926
- -------------------------------------------------------------------------
Total shareholders' equity 1,631,342 1,499,989
- -------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 19,076,783 $ 18,698,311
=========================================================================
* Restated to include the accounts and results of Concord Leasing, Inc.
merged with the Company on January 1, 1995.
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<TABLE>
<CAPTION>
4.
CONSOLIDATED STATEMENT OF INCOME MARINE MIDLAND BANKS, INC.
Six months ended
dollars in thousands Quarter ended June 30 June 30
- -------------------------------------------------------------------------------
1995 1994 * 1995 1994 *
<S>
Interest income: <C> <C> <C> <C>
Interest and fees on loans $ 297,344 $ 250,940 $ 583,783 $ 489,612
Interest and dividends on
securities 32,255 24,162 65,995 50,188
Interest on trading assets 7,700 17,625 14,672 35,336
Interest on deposits with banks 8,633 10,777 25,640 20,469
Interest on federal funds sold and
securities purchased under
resale agreements 16,074 4,581 24,410 9,136
- --------------------------------------------------------------------------------
Total interest income 362,006 308,085 714,500 604,741
- --------------------------------------------------------------------------------
Interest expense:
Deposits:
In domestic offices 97,506 64,010 186,105 125,445
In foreign offices 18,277 6,376 31,567 11,822
Federal funds purchased and
securities sold under repurchase
agreements 5,643 6,674 11,649 12,313
Other short-term borrowings 13,052 15,944 30,281 30,098
Long-term debt 12,857 22,178 25,803 45,118
- --------------------------------------------------------------------------------
Total interest expense 147,335 115,182 285,405 224,796
- --------------------------------------------------------------------------------
Net interest income, 214,671 192,903 429,095 379,945
Provision for loan losses 12,000 135,542 137,000 138,062
- --------------------------------------------------------------------------------
Net interest income after
provision for loan losses 202,671 57,361 292,095 241,883
- --------------------------------------------------------------------------------
Other operating income:
Trust income 11,566 12,514 22,903 24,754
Service charges 21,499 21,091 41,428 41,197
Mortgage servicing income 4,375 4,952 8,885 9,523
Other fees and commissions 30,285 32,954 60,342 65,207
Trading revenues (loss) 1,430 (8,788) 2,831 (13,817)
Other income 12,724 7,400 21,860 13,609
- --------------------------------------------------------------------------------
Total other operating income 81,879 70,123 158,249 140,473
- --------------------------------------------------------------------------------
284,550 127,484 450,344 382,356
- --------------------------------------------------------------------------------
Other operating expenses:
Salaries 70,371 71,984 139,402 142,585
Pension and other employee
benefits 18,365 21,782 39,006 42,500
- --------------------------------------------------------------------------------
Total personnel expense 88,736 93,766 178,408 185,085
Net occupancy expense 17,698 16,384 35,182 35,379
Other expenses 56,688 75,804 112,630 156,716
- -------------------------------------------------------------------------------
Total other operating expenses 163,122 185,954 326,220 377,180
Provision for ORE and other owned
asset losses 1,635 - 1,635 -
- --------------------------------------------------------------------------------
Total operating expenses after
provision for ORE and other
owned assets 164,757 185,954 327,855 377,180
- --------------------------------------------------------------------------------
Income (loss) before taxes 119,793 (58,470) 122,489 5,176
Applicable income tax
expense (benefit) 51,500 31,700 (11,800) 56,500
- --------------------------------------------------------------------------------
Net income (loss) $ 68,293 $ (90,170) $ 134,289 $ (51,324)
================================================================================
* Restated to include the accounts and results of Concord Leasing, Inc.
merged with the Company on January 1, 1995.
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<TABLE>
<CAPTION>
5.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
MARINE MIDLAND BANKS, INC.
-------------------------------------------------------------------------------
Six months ended June 30
dollars in thousands 1995 1994 *
-------------------------------------------------------------------------------
<S> <C> <C>
At beginning of period $ 1,499,989 $ 1,438,705
Net income (loss) 134,289 (51,324)
Capital contribution from parent - 25,000
Cash dividends declared on preferred stock (2,936) (2,936)
-------------------------------------------------------------------------------
At end of period $ 1,631,342 $ 1,409,445
===============================================================================
-------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF CASH FLOWS
Six months ended June 30
-------------------------------------------------------------------------------
dollars in thousands 1995 1994 *
Cash flows from operating activities:
Net income (loss) $ 134,289 $ (51,324)
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation and amortization 28,379 34,747
Provision for loan losses 137,000 138,062
Net change in other accrual accounts (153,336) 102,017
Net change in loans originated for sale (91,066) 117,139
Net change in trading assets (108,974) 624,819
Other, net (66,154) (11,169)
-------------------------------------------------------------------------------
Net cash provided (used) by operating activities (119,862) 954,291
-------------------------------------------------------------------------------
Cash flows from investing activities:
Net change in interest bearing deposits with banks 331,890 862,506
Net change in federal funds sold and
securities purchased under resale agreements (873,295) 118,354
Purchases of securities (308,732) (56,343)
Sales of securities 13,981 12,751
Maturities of securities 391,840 275,600
Net change in credit card receivables (72,743) 29,773
Net change in other short-term loans 10,162 (70,262)
Net originations and maturities of long-term loans (183,297) (538,374)
Expenditures for premises and equipment (3,610) (6,169)
Other, net 101,854 (47,804)
-------------------------------------------------------------------------------
Net cash provided (used) by investing activities (591,950) 580,032
-------------------------------------------------------------------------------
Cash flows from financing activities:
Net change in deposits 1,113,700 43,046
Net change in federal funds purchased and
securities sold under repurchase agreements 238,021 (992,645)
Net change in other short-term borrowings
and acceptances (821,667) (345,026)
Proceeds from issuances of long-term debt - 51,016
Repayment of long-term debt (47) (351,009)
Capital contribution from parent - 25,000
Dividends paid (2,936) (2,936)
-------------------------------------------------------------------------------
Net cash provided (used) by financing activities 527,071 (1,572,554)
-------------------------------------------------------------------------------
Net change in cash and due from banks (184,741) (38,231)
Cash and due from banks at beginning of period 1,050,558 1,154,044
-------------------------------------------------------------------------------
Cash and due from banks at end of period $ 865,817 $ 1,115,813
===============================================================================
* Restated to include the accounts and results of Concord Leasing, Inc.
merged with the Company on January 1, 1995.
* The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
<CAPTION>
13.
CONSOLIDATED AVERAGE BALANCES AND INTEREST RATES* MARINE MIDLAND BANKS, INC.
Second Quarter 1995 Second Quarter 1994**
---------------------- ----------------------
Balance Interest Rate Balance Interest Rate
- ----------------------------------------------------------------------------
dollars in millions
<S>
Assets
Interest bearing deposits <C> <C> <C> <C> <C> <C>
with banks $ 540 $ 8.6 6.41 % $ 1,124 $ 10.8 3.84 %
Federal funds sold and
securities purchased
under resale agreements 1,042 16.0 6.19 449 4.6 4.09
Trading assets 434 7.7 7.12 1,261 17.6 5.60
Securities:
U.S. Government and
federal agency obligations 1,916 29.7 6.22 1,495 20.2 5.38
Other securities 189 2.7 5.41 306 4.1 5.40
- ----------------------------------------------------------------------------
Total securities 2,105 32.4 6.15 1,801 24.3 5.38
Loans:
Domestic:
Commercial 6,329 139.4 8.83 6,493 121.6 7.51
Consumer 6,002 149.0 9.95 5,345 121.5 9.10
- ----------------------------------------------------------------------------
Total domestic 12,331 288.4 9.37 11,838 243.1 8.23
International 546 9.1 6.65 558 8.5 6.13
- ----------------------------------------------------------------------------
Total loans 12,877 297.5 9.26 12,396 251.6 8.14
- ----------------------------------------------------------------------------
Total earning assets 16,998 $ 362.2 8.55 % 17,031 $ 308.9 7.28 %
- ----------------------------------------------------------------------------
Less - allowance for loan
losses (523) (511)
Cash and due from banks 869 921
Other assets 907 765
- ----------------------------------------------------------------------------
Total assets $ 18,251 $ 18,206
============================================================================
Liabilities and Shareholders' Equity
Interest bearing demand
deposits $ 1,575 $ 7.5 1.93 % $ 1,602 $ 6.2 1.53 %
Consumer savings deposits 3,730 30.1 3.24 4,022 24.8 2.47
Other consumer time deposits 3,065 42.0 5.49 2,167 23.7 4.40
Commercial and public savings
and other time deposits 1,671 17.9 4.28 1,374 9.5 2.74
Deposits in foreign offices 1,422 18.3 5.15 688 6.3 3.72
- ----------------------------------------------------------------------------
Total time deposits 11,463 115.8 4.05 9,853 70.5 2.87
- ----------------------------------------------------------------------------
Short-term borrowings 1,136 18.7 6.60 1,964 22.6 4.62
Long-term debt 712 12.8 7.24 1,442 22.0 6.17
- ----------------------------------------------------------------------------
Total funds borrowed 1,848 31.5 6.85 3,406 44.6 5.27
- ----------------------------------------------------------------------------
Total interest bearing
liabilities 13,311 $ 147.3 4.44 % 13,259 $ 115.1 3.48 %
- ----------------------------------------------------------------------------
Interest rate spread 4.11 % 3.80 %
- ----------------------------------------------------------------------------
Demand deposits 2,973 3,055
Other liabilities 369 430
Total shareholders' equity 1,598 1,462
- ----------------------------------------------------------------------------
Total liabilities and
shareholders' equity $ 18,251 $ 18,206
============================================================================
Net interest income $ 214.9 $ 193.8
Net yield on average earning assets 5.07 % 4.56 %
Net yield on average total assets 4.72 4.27
- ----------------------------------------------------------------------------
Net interest income/net yield on average earning assets:
Domestic $ 204.8 5.18 % $ 187.7 4.94 %
International 10.1 3.54 6.1 1.33
============================================================================
* Interest and rates are presented on a taxable equivalent basis.
**Restated to include the accounts and results of Concord Leasing, Inc.
merged with the Company on January 1, 1995.
</TABLE>
<TABLE>
<CAPTION>
14.
CONSOLIDATED AVERAGE BALANCES AND INTEREST RATES* MARINE MIDLAND BANKS, INC.
Six Months 1995 Six Months 1994**
---------------------- ----------------------
Balance Interest Rate Balance Interest Rate
- ------------------------------------------------------------------------------
dollars in millions
<S>
Assets
Interest bearing deposits <C> <C> <C> <C> <C> <C>
with banks $ 824 $ 25.6 6.27 % $ 1,123 $ 20.5 3.68 %
Federal funds sold and securities
purchased under resale agreements 812 24.4 6.07 498 9.1 3.70
Trading assets 410 14.7 7.17 1,332 35.3 5.32
Securities:
U.S. Government and
federal agency obligations 1,985 60.7 6.15 1,523 41.6 5.47
Other securities 194 5.4 5.56 326 8.7 5.38
- ------------------------------------------------------------------------------
Total securities 2,179 66.1 6.10 1,849 50.3 5.46
Loans:
Domestic:
Commercial 6,333 271.9 8.66 6,493 227.5 7.06
Consumer 5,928 292.8 9.94 5,273 247.8 9.42
- ------------------------------------------------------------------------------
Total domestic 12,261 564.7 9.28 11,766 475.3 8.12
International 547 19.2 7.09 545 16.1 5.97
- ------------------------------------------------------------------------------
Total loans 12,808 583.9 9.12 12,311 491.4 8.02
- ------------------------------------------------------------------------------
Total earning assets 17,033 $ 714.7 8.46 % 17,113 $ 606.6 7.15 %
- ------------------------------------------------------------------------------
Less - allowance for loan losses (510) (491)
Cash and due from banks 890 930
Other assets 858 758
- ------------------------------------------------------------------------------
Total assets $18,271 $ 18,310
==============================================================================
Liabilities and Shareholders' Equity
Interest bearing demand deposits $ 1,573 $ 15.1 1.94 % $ 1,588 $ 12.0 1.52 %
Consumer savings deposits 3,775 59.7 3.19 4,011 48.6 2.44
Other consumer time deposits 2,965 78.6 5.35 2,144 46.8 4.41
Commercial and public savings
and other time deposits 1,589 32.7 4.14 1,385 18.1 2.63
Deposits in foreign offices 1,343 31.6 4.74 707 11.8 3.37
- ------------------------------------------------------------------------------
Total time deposits 11,245 217.7 3.90 9,835 137.3 2.81
- ------------------------------------------------------------------------------
Short-term borrowings 1,334 41.9 6.34 1,994 42.3 4.29
Long-term debt 713 25.8 7.30 1,484 45.1 6.13
- ------------------------------------------------------------------------------
Total funds borrowed 2,047 67.7 6.67 3,478 87.4 5.07
- ------------------------------------------------------------------------------
Total interest bearing liabilities13,292 $ 285.4 4.33 % 13,313 $ 224.7 3.40 %
- ------------------------------------------------------------------------------
Interest rate spread 4.13 % 3.75 %
- ------------------------------------------------------------------------------
Demand deposits 3,003 3,094
Other liabilities 410 442
Total shareholders' equity 1,566 1,461
- ------------------------------------------------------------------------------
Total liabilities and
shareholders' equity $18,271 $ 18,310
==============================================================================
Net interest income $ 429.3 $ 381.9
Net yield on average earning assets 5.08 % 4.50 %
Net yield on average total assets 4.74 4.21
- ------------------------------------------------------------------------------
Net interest income/net yield on average earning assets:
Domestic $ 406.2 5.26 % $ 370.2 4.85 %
International 23.1 3.19 11.7 1.30
==============================================================================
*Interest and rates are presented on a taxable equivalent basis.
**Restated to include the accounts and results of Concord Leasing, Inc.
merged with the Company on January 1, 1995.
</TABLE>
(Restated as amended as of April 12, 1990)
BY-LAWS
of
MARINE MIDLAND BANKS, INC.
ARTICLE I
SHAREHOLDERS' MEETINGS
Section 1.1 Annual Meeting. The Annual Meeting of the
shareholders for the election of directors and the transaction of
such other business as may properly come before the meeting, shall
be held in April each year at the Office of the Corporation, One
Marine Midland Center, City of Buffalo, State of New York, or at
such other place and at such time and on such day as may be
designated from time to time by the Board of Directors.
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, the Chairman of the Board, the President, the Chief
Executive Officer or the Secretary. Business transacted at all
special meetings of shareholders shall be confined to the purposes
stated in the Notice of Meeting.
Section 1.3 Quorum. The holders of a majority of the stock
issued and outstanding, and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at all
meetings of shareholders unless otherwise provided by law.
Section 1.4 Voting. At any meeting of the shareholders each
shareholder may vote in person or by proxy duly authorized in
writing. Each shareholder shall at every meeting of shareholders
be entitled to one vote for each share of stock held by such share-
holder. 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 Certificate of Incorporation.
Any action required to be taken at an annual or special
meeting of shareholders may be taken without a meeting by written
consent setting forth the action and signed by the holders of
outstanding shares having not less than the minimum number of
shares necessary to authorize or to take such action at a meeting
at which all shares entitled to vote thereon were present and
voted.
Section 1.5 Notice of Meeting. Written notice of each
meeting of shareholders stating the place, date, and hour of the
meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered
personally or shall be mailed postage prepaid to each share-
holder entitled to vote at such meeting, directed to the
shareholder at his address as it appears on the records of the
Corporation, not less than ten days before the date of the meeting.
ARTICLE II
DIRECTORS
Section 2.1 Board of Directors. The Board of Directors
(hereinafter referred to as the "Board"), shall have the power to
manage and administer the business and affairs of the Corporation,
and, except as expressly limited by law, all corporate powers of
the Corporation shall be vested in and may be exercised by said
Board unless such powers are required by statute, by the Certif-
icate of Incorporation, or by these By-Laws to be done by the
shareholders.
Section 2.2 Number and Term. 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 of
shareholders. Unless sooner removed or disqualified, each director
shall hold office until the next annual meeting of the shareholders
and until his successor has been elected and qualified.
Section 2.3 Organization Meeting. At its first meeting
after each annual meeting of shareholders, the Board shall choose
a Chairman of the Board, a President and a Chief Executive Officer
from its own members and otherwise organize the new Board and
appoint officers of the Corporation for the succeeding year.
Section 2.4 Chairman of the Board. The Chairman of the
Board shall preside at all meetings of the Board and of
shareholders and perform such duties as shall be assigned to him
from time to time by the Board. In the absence of the Chairman of
the Executive Committee, the Chairman of the Board shall act as
Chairman of the Executive Committee. Except as may be otherwise
provided by the By-Laws or the Board, he shall be a member ex
officio of all committees authorized by these By-Laws or the Board.
He shall be kept informed by the executive officers about the
affairs of the Corporation.
Section 2.5 Regular Meetings. The Regular Meetings of the
Board shall be held each month at the time and location designated
by the Board. No notice of a Regular Meeting shall be required if
the meeting is held according to a Schedule of Regular Meetings
approved by the Board.
Section 2.6 Special Meetings. Special meetings of the Board
may be called by the Chairman of the Board, the President, the
Chief Executive Officer or the Secretary or at the written request
of any three or more directors. Each member of the Board shall be
given notice stating the time and place of each such special
meeting by telegram, telephone, or similar electronic means, or in
person, at least one day prior to such meeting, or by mail at least
three days prior.
Section 2.7 Quorum. One-third of the directors shall
constitute a quorum at any meeting, except when otherwise provided
by law. If a quorum is not present at any meeting, the directors
present may adjourn the meeting, and the meeting may be held, as
adjourned, without further notice provided that a quorum is then
present. The act of a majority of the directors present at any
meeting at which there is a quorum, shall be the act the Board,
unless otherwise specifically provided by statute, by the
Certificate of Incorporation, or by these By-Laws.
Section 2.8 Vacancies. When any vacancy occurs among the
directors, the remaining members of the Board may appoint a
director to fill each such vacancy at any regular meeting of the
Board, or at a special meeting called for that purpose. Any
director so appointed shall hold office until the next an- nual
meeting of the shareholders and until his successor has been
elected and qualified, unless sooner displaced.
Section 2.9 Removal of Directors. Any director may be
removed either with or without cause, at any time, by a vote of the
holders of a majority of the shares of the Corporation at any
meeting of shareholders called for that purpose. A director may be
removed for cause by a vote of a majority of the full Board.
Section 2.10 Compensation of Directors. The Board shall fix
the amounts to be paid directors for their services as directors
and for their attendance at the meetings of the Board or of
committees or otherwise. No director who receives a salary from
the Corporation shall receive any fee for attending meetings of the
Board or of any of its committees.
Section 2.11 Action of the Board. Except as otherwise
provided by law, corporate action to be taken by the Board shall
mean such action at a meeting of the Board or the Executive
Committee of the Board. Any action required or permitted to be
taken by the Board, the Executive Committee or any other committee
of the Board may be taken without a meeting if all members of the
Board or the committee consent in writing to a resolution
authorizing the action. The resolution and the written consents
thereto shall be filed with the minutes of the proceedings of the
Board or committee. Any one or more members of the Board or any
committee may participate in a meeting of the Board or committee by
means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear
each other at the same time. Participation by such means shall
constitute presence in person at a meeting.
Section 2.12 Waiver of Notice. Notice of the Meeting need
not be given to any director who submits a signed Waiver of Notice
whether before or after the meeting, or who attends the meeting
without protesting, prior thereto or at its commencement, a lack of
such notice.
ARTICLE III
COMMITTEES OF THE BOARD
Section 3.1 Executive Committee. There shall be an
Executive Committee which shall be composed of at least three
members elected by the Board from among its members at its first
meeting following the Annual Meeting to serve for the ensuing year
and shall include the Chairman of the Board, the President, the
Chief Executive Officer, and the Chairman of the Executive
Committee, all of which offices may be held by one person. The
Chairman of the Board may appoint one or more directors as
alternate members to serve in place of any absent members of the
Executive Committee. Any vacancy in the Executive Committee shall
be filled by the Board but until its next regular Board meeting may
be filled temporarily by the Chairman of the Board.
The Executive Committee shall possess and exercise all of the
powers of the Board except when the latter is in session.
Section 3.2 Chairman of the Executive Committee. The Board
shall appoint one of its members to be Chairman of the Executive
Committee. The Chairman of the Board, the President or the Chief
Executive Officer may at the same time be appointed Chairman of the
Executive Committee. The Chairman of the Executive Committee shall
preside at all meetings of the Executive Committee, and he shall,
in the absence of the Chairman of the Board, the President and the
Chief Executive Officer, preside at all meetings of share- holders
and the Board. He shall also perform such other duties and be
vested with such other powers as may from time to time be conferred
upon him by these By-Laws or as shall be assigned to him from time
to time by the Board or the Chief Executive Officer.
Section 3.3 Meetings of the Executive Committee. Meetings
of the Executive Committee may be called by the Chairman of the
Board, the Chairman of the Executive Committee, the President, the
Chief Executive Officer or the Secretary, and may be held at any
place and at any time designated in the notice thereof. Each
member of the Executive Committee shall be given notice stating the
time and place of each such meeting, by telegram, telephone, or
similar electronic means, or in person, at least one day prior to
such meeting, or by mail at least three days prior.
Section 3.4 Audit Committee. The Board shall designate an
Audit Committee, which shall hold office until the next annual
meeting, consisting of not less than three of its members, other
than officers of the Corpora- tion. The Committee shall meet with
the Corporation's independent auditors and review with them the
scope of their examination, and their findings and recommendations.
The Audit Committee shall also meet with and receive reports from
the Corporation's internal auditors. The Committee shall oversee
the accounting policies used in the preparation of the financial
statements of the Corporation and its affiliates. The Committee
will report the results of their meetings and reviews to the Board.
Section 3.5 Other Committees. The Board may appoint, from
time to time, from its own members, committees of the Board of one
or more persons, for such purposes and with such powers as the
Board may determine.
ARTICLE IV
OFFICERS
Section 4.1 President. The Board shall appoint one of its
members to be President. In the absence of the Chairman of the
Board, the President shall preside at all meetings of the Board and
of shareholders and in the absence of the Chairman of the Executive
Committee and the Chairman of the Board at all meetings of the
Executive Committee. Except as may be otherwise provided by the
By-Laws or the Board, he shall be a member ex officio of all
committees authorized by these By-Laws or the Board. The President
shall have general executive powers, shall participate actively in
all major policy decisions and shall have and may exercise any and
all other powers and duties pertaining by law, regulation, or
practice, to the Office of President, or imposed by these By-Laws.
The President shall also have and may exercise such further powers
and duties as from time to time may be conferred, or assigned by
the Board or the Chief Executive Officer.
Section 4.2 Chief Executive Officer. The Board shall
appoint one of its members to be Chief Executive Officer of the
Corporation. The Chairman of the Board or the President may at the
same time be appointed Chief Executive Officer. The Chief
Executive Officer shall exercise general supervision over the
policies and business affairs of the Corporation and the carrying
out of the policies adopted or approved by the Board. Except as
otherwise provided by these By-Laws, he shall have power to
determine the duties to be performed by the officers appointed as
provided in Section 4.5 of these By-Laws, and to employ and
discharge officers and employees. Except as otherwise provided by
the By-Laws or the Board, he shall be a member ex officio of all
committees authorized by these By-Laws or created by the Board. In
the absence of the Chairman of the Board and the President, he
shall preside at all meetings of the Board and of shareholders.
Section 4.3 Executive and Other Senior Officers. The Board
shall by resolution determine from time to time those officers
whose appointment shall require approval by the Board or a
committee of the Board. Each such officer shall have such powers
and duties as may be assigned by the Board, a committee of the
Board, the President or the Chief Executive Officer.
Section 4.4 Secretary. The Board shall appoint a Secretary
who shall be the Secretary of the Board and of the Corporation and
shall keep accurate minutes of all the meetings of shareholders and
of the Board. The Secretary shall attend to the giving of all
notices required to be given by these By- Laws; shall be custodian
of the corporate seal, records, documents, and papers of the
Corporation; shall provide for the keeping of proper records of all
transactions of the Corporation; shall have and may exercise any
and all other powers and duties pertaining by law, regulation or
practice, to the Office of Secretary, or imposed by these By-Laws;
and shall also perform such other duties as may be asssigned from
time to time by the Board, the President or the Chief Executive
Officer.
Section 4.5 Other Officers. The President or the Chief
Executive Office or his designee may appoint all officers whose
appointment does not require approval by the Board or a committee
of the Board, and assign to them such titles, as from time to time
may appear to be required or desirable to transact the business of
the Corporation. Each such officer shall have such powers and
duties as may be assigned by the Board, the President or the Chief
Executive Officer.
Section 4.6 Tenure of Office. The Chairman of the Board,
the President, the Chief Executive Officer and the Chairman of the
Executive Committee shall hold office for the current year for
which the Board was elected, unless they shall resign, become
disqualified, or be removed. All other officers shall hold office
until their successors have been appointed and qualify unless they
shall resign, become disqualified or be removed. The Board shall
have the power to remove the Chairman of the Board, the President,
the Chief Executive Officer and the Chairman of the Executive
Committee. The Board or the Chief Executive Officer or his
designee shall have the power to remove all other officers and
employees. Any vacancy occurring in the offices of Chairman of the
Board, President or Chief Executive Officer shall be filled
promptly by the Board.
Section 4.7 Compensation. The Board shall by resolution
determine from time to time the officers whose compensation will
require approval by the Board or a committee of the Board. The
Chief Executive Officer shall fix the compensation of all officers
and employees whose compensation does not require approval by the
Board or the Compensation and Nominating Committee.
ARTICLE V
STOCK AND STOCK CERTIFICATES
Section 5.1 Transfers. Shares of stock shall be
transferable on the books of the Corporation only by the person
named in the certificate or by an attorney, lawfully constituted in
writing, and upon surrender of the certifi- cate therefor. Every
person becoming a shareholder by such transfer shall, in proportion
to his shares, succeed to all rights of the prior holder of such
shares.
Section 5.2 Stock Certificates. The certificates of stock
of the Corporation shall be numbered and shall be entered in the
books of the Corpor- ation as they are issued. They shall exhibit
the holder's name and number of shares and shall be signed by the
Chairman of the Board, the President, the Chief Executive Officer,
a Vice President or any other officer appointed by the Board for
this purpose, and the Secretary or an Assistant Secretary.
ARTICLE VI
CORPORATE SEAL
Section 6.1 Corporate Seal. The Chairman of the Board, the
President, the Chief Executive Officer, the Secretary, any
Assistant Secretary, Vice President, Assistant Vice President, or
other officer thereunto designated by the Board or the Chief
Executive Officer or his designee, 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:
(impression )
( of )
( Seal )
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.1. Fiscal Year. The Fiscal Year of the
Corporation shall be the calendar year.
Section 7.2. Execution of Instruments. All agreements,
indentures, mortgages, deeds, conveyances, transfers, certificates,
declarations, receipts,
discharges, releases, satisfactions, settlements, petitions,
schedules, accounts, affidavits, bonds, undertakings, proxies and
other instruments or documents may be signed, executed,
acknowledged, verified, delivered or accep- ted in behalf of the
Corporation by the Chairman of the Board, or the Presi- dent, or
the Chief Executive Officer, or the Secretary, or any Vice
President, or any other officer or employee designated by the Board
or the Chief Execu- tive Officer or his designee. Any such
instruments may also be executed, acknowledged, verified, delivered
or accepted in behalf of the Corporation in such other manner and
by such other officers as the Board may from time to time direct.
The provisions of this Section 7.2 are supplementary to any other
provision of these By-Laws. Each of the foregoing authorizations
shall be at the pleasure of the Board, and each such authorization
by the Chief Executive Officer or his designee also shall be at the
pleasure of the Chief Executive Officer.
Section 7.3. Records. The By-Laws and the proceedings of
all meet- ings of the shareholders, the Board, and 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 or other officer appointed to act as
Secretary of the meeting.
Section 7.4 Emergency Operations. In the event of war or
warlike damage or disaster of sufficient severity to prevent the
conduct and management of the affairs, business, and property of
the Corporation 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,
business, and property of the Corporation. 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, business, and property of the
Corporation. This By-Law shall be subject to implementation by
resolutions of the Board 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 resolutions
shall be suspended until it shall be determined by any interim
Executive Committee acting under this Section that it shall be to
the advantage of the Corporation to resume the conduct and
management of its affairs, business, and property under all of the
other provisions of these By-Laws.
Section 7.5 (a) Right to Indemnification. Each person who
was or is made a party or is threatened to be made a party to or is
otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the
fact that he is or was a director or officer of the Corporation or,
while a director or officer of the Corporation is or was serving at
the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to an
employee benefit plan (an "Indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving
as a director or officer, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Delaware
General Corporation Law, as the same exists or may hereafter be
amended, against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by
such Indemnitee in connection therewith and such indemnification
shall continue as to an Indemnitee who has ceased to be a director
or officer and shall inure to the benefit of the Indemnitee's
heirs, executors and administrators; provided, however, that,
except as provided in Section 7.5(b) hereof with respect to
proceedings to enforce rights to indemnification, the Corporation
shall indemnify any such Indemnitee in connection with a proceeding
(or part thereof) initiated by such Indemnitee only if such
proceeding (or part thereof) was authorized by the Board. The
right to indemnification conferred in this Section 7.5 shall be a
contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding
in advance of its final disposition; provided, however, that, if
the Delaware General Corporation Law so requires, an advancement of
expenses incurred by an Indemnitee shall be made only upon delivery
to the Corporation of an undertaking, by or on behalf of such
Indemnitee, to repay all amounts so advanced if it shall ultimately
be determined by final judicial decision from which there is no
further right to appeal that such Indemnitee is not entitled to be
indemnified for such expenses
under this Section or otherwise.
(b) Right of Indemnitee to Bring Suit. If a claim under
paragraph (a) of this Section 7.5 is not paid in full by the
Corporation within sixty days after a written claim has been
received by the Corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall
be twenty days, the Indemnitee may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the
claim. If successful in whole or in part in any such suit, or in
a suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of such Indemnitee's undertaking,
the Indemnitee shall be entitled to be paid the expense of
prosecuting or defending such suit. In any suit brought by the
Indemnitee to enforce a right to indemnification hereunder it shall
be a defense that, and in any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking the
Corporation shall be entitled to recover such expenses upon a final
adjudication that, the Indemnitee has not met the applicable
standard of conduct set forth in the Delaware General Corporation
Law. Neither the failure of the Corporation to have made a
determination prior to the commencement of such suit that
indemnification of the Indemnitee is proper in the circumstances
because the Indemnitee has met the applicable standard of conduct
set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation that the Indemnitee has not met
such applicable standard of conduct, shall create a presumption
that the Indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by the Indemnitee, be a
defense to such suit. In any suit brought by the Indemnitee to
enforce a right to indemnifi- cation or to an advancement of
expenses hereunder, or by the Corporation to recover an advancement
of expenses pursuant to the terms of an undertaking by the
Indemnitee, the Corporation shall have the burden of proving that
the Indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Section 7.5 or otherwise.
(c) Non-Exclusivity of Rights. The rights to indemnification
and to the advancement of expenses conferred in this Section 7.5
shall not be exclusive of any other right which any person may have
or hereafter acquire under any statute, the Corporation's
Certificate of Incorporation, By-Law, agreement, vote of
shareholders or disinterested directors or otherwise.
(d) Indemnification of Employees and Agents of the
Corporation. The Corporation may, to the extent authorized from
time to time by the Board, grant rights to indemnification, and to
the advancement of expenses to any employee or agent of the
Corporation to the fullest extent of the provisions of this Section
7.5 with respect to the indemnification and advancement of expenses
of directors and officers of the Corporation.
(e) Insurance. The Corporation may maintain insurance, at
its expense, to protect itself and any director, officer, employee
or agent of the Corporation or another corporation, partnership,
joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Corporation would have the
power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law, as
the same exists or may hereafter be amended.
Section 7.6 Amendments. The By-Laws may be added to,
amended, altered or repealed at any regular meeting of the Board,
by a vote of a majority of the total number of the directors, or at
any meeting of shareholders, duly called and held, by a majority of
the stock represented at such meeting.
I, XXX, CERTIFY that: (1) I am the duly constituted XXX
Secretary of Marine Midland Banks, Inc., and as such officer have
access to its official records; (2) the foregoing By-Laws are the
By-Laws of said Corporation, and all of them are now lawfully in
force and effect.
IN TESTIMONY WHEREOF, I have hereunto affixed my official
signature and the seal of the said Corporation, in the city of XXX,
New York, on this XX day of XXX, 19XX.
Gea Tung
Assistant Secretary
5126d
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 866
<INT-BEARING-DEPOSITS> 900
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<TRADING-ASSETS> 514
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<INVESTMENTS-CARRYING> 1,878
<INVESTMENTS-MARKET> 1,893
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0
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