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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 26, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION
UNDER
THE SECURITIES ACT OF 1933
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NATIONAL CITY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware 34-1111088
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER IDENTIFICATION NO.)
ORGANIZATION)
</TABLE>
NATIONAL CITY CENTER
1900 EAST NINTH STREET
CLEVELAND, OHIO 44114-3484
216/575-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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DAVID L. ZOELLER
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
NATIONAL CITY CORPORATION
1900 EAST NINTH STREET
CLEVELAND, OHIO 44114-3484
216/575-2978
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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Copies to:
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CHRISTOPHER M. KELLY DANIEL M. ROSSNER
JONES, DAY, REAVIS & POGUE BROWN & WOOD LLP
NORTH POINT ONE WORLD TRADE CENTER
901 LAKESIDE AVENUE NEW YORK, NEW YORK 10048
CLEVELAND, OHIO 44114
</TABLE>
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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 the Registrant.
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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. [ ]
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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 of 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. [ ]
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CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) (1)(2) OFFERING PRICE (1)(2) FEE
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Debt Securities............... $1,000,000,000 100% $1,000,000,000 $278,000
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(1) Not specified as to each class of securities to be registered pursuant to
General Instruction II.D of Form S-3. In no event will the aggregate initial
offering price of the Debt Securities issued under this Registration
Statement exceed $1,000,000,000.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o). The proposed maximum aggregate offering price per
unit will be determined from time to time by the Registrant in connection
with the issuance by the Registrant of the securities registered hereunder.
------------------------
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 SEC, 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 WILL
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION BECOMES EFFECTIVE. WE ARE NOT MAKING THIS
OFFER TO PURCHASE SECURITIES IN ANY STATE OR JURISDICTION WHERE THE OFFER OR
SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED JANUARY 26, 1999
PROSPECTUS
NATIONAL CITY CORPORATION
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$1,000,000,000
SENIOR DEBT SECURITIES
SUBORDINATED DEBT SECURITIES
------------------------
We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest.
The securities offered hereby are not savings accounts or savings deposits.
These securities are not insured by the Federal Deposit Insurance Corporation or
any governmental agency.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY
STATE SECURITIES COMMISSION. NEITHER OF THESE ORGANIZATIONS HAVE DETERMINED
WHETHER THE INFORMATION CONTAINED IN THIS PROSPECTUS IS COMPLETE OR ACCURATE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1999
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TABLE OF CONTENTS
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PAGE
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Where You Can Find More Information......................... 3
Incorporation of Information We File With the SEC........... 3
National City Corporation................................... 4
Use of Proceeds............................................. 6
Ratio of Earnings to Fixed Charges.......................... 6
Description of the Securities............................... 6
Senior Debt Securities...................................... 12
Subordinated Debt Securities................................ 12
United States Taxation...................................... 13
Limitations on Issuance of Bearer Securities................ 17
Plan of Distribution........................................ 18
Legal Opinions.............................................. 19
Experts..................................................... 19
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You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
any person to provide you with different information. If anyone else provides
you with different information, you should not rely on it. We are not making an
offer to sell these securities in any jurisdiction where such offer or sale is
not permitted.
You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of the document.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC"). You may
read and copy any document we file with the SEC at the SEC's Public Reference
Room, located at 450 Fifth Street, N.W., Washington, DC 20549. The SEC also
maintains public reference rooms in New York, New York and Chicago, Illinois.
You can call the SEC at 1-800-SEC-0330 for further information about the public
reference rooms. Our SEC filings are also available from the SEC's Web site at
http://www.sec.gov.
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The SEC allows us to incorporate information we file with the SEC by
reference into this prospectus. Important information will be disclosed to you
in the incorporated documents. We are incorporating the following documents by
reference into this prospectus, as well as any future filings we make under
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, until
this offering is completed:
- Annual Report on Form 10-K for the year ended December 31, 1998 and the
1998 Annual Report to Stockholders (but only to the extent that the
annual report is expressly incorporated by reference into the Form 10-K).
You may request a free copy of any filings referred to above (excluding
exhibits) by writing or telephoning us at:
National City Center
1900 East Ninth Street
Cleveland, Ohio 44114-3484
Attention: Thomas A. Richlovsky,
Senior Vice President and Treasurer
216/575-2126
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NATIONAL CITY CORPORATION
We are a multibank holding company and own all of the outstanding capital
stock of 7 commercial banks. We have a total of 1,301 banking offices in Ohio,
Michigan, Pennsylvania, Kentucky, Indiana and Illinois. As of December 31, 1998,
our consolidated total assets were $88.2 billion and our common stockholders'
equity was $6.98 billion. Based on asset size, we are the 11th largest
commercial banking organization in the United States.
Listed below are our principal banking subsidiaries:
National City Bank
National City Bank of Michigan/Illinois
National City Bank of Pennsylvania
National City Bank of Kentucky
National City Bank of Indiana
We offer a wide range of financial services through our subsidiaries. These
services include traditional commercial and retail bank services, consumer
finance, personal trust, investment management, brokerage services, investment
banking, institutional trust, mortgage services, credit card services, and
transaction processing.
On March 30, 1998, we acquired Fort Wayne National Corporation. We acquired
First of America Bank Corporation on March 31, 1998. We accounted for the Fort
Wayne National Corporation acquisition as a purchase and we accounted for the
First of America Bank Corporation acquisition as a pooling of interests. For
more detail on these acquisitions and their impact on our financial statements,
please review our Annual Report on Form 10-K for the year ended December 31,
1998.
We are a legal entity separate and distinct from our subsidiary banks and
other subsidiaries. A substantial portion of our cash revenue is received from
our subsidiary banks in the form of cash dividends. Federal law limits the
manner and amount of funding that our subsidiary banks may provide to us. The
bank subsidiaries are limited as to the dividends they are allowed to pay. The
type and amount of any security required to be pledged for any loans from our
subsidiary banks to us is dictated by Section 23A of the Federal Reserve Act.
In any given year, each of our subsidiary banks may not pay dividends in an
amount that exceeds (a) that bank's net profits for the current year plus (b)
its retained net profits for the preceding two calendar years. This limitation
on dividends may only be exceeded if the bank has received prior approval of the
Comptroller of the Currency. Because of this limitation, as of January 1, 1999,
our subsidiary banks could not have paid to us a dividend of more than $904.6
million without the approval of the Comptroller of the Currency. Each of our
subsidiary banks must meet various capital requirements. These capital
requirements may further limit the amount of dividends that a subsidiary bank
may pay to us. In addition, the Comptroller of the Currency has authority to
prohibit payment of a dividend by any of our subsidiary banks if the payment
constitutes what, in its opinion, is an unsafe and unsound banking practice.
The total of all loans each subsidiary bank may make to us cannot exceed
10% of the capital stock and surplus of that bank. All loans made to us must be
secured with collateral having a market value of at least 100% to 130% of the
amount of the loan. The required amount of collateral depends on the type of
assets that are pledged.
The Financial Institutions Reform, Recovery and Enforcement Act of 1989
imposes various liabilities on our subsidiary banks. Each of our subsidiary
banks is liable to the Federal Deposit Insurance Corporation (commonly referred
to as the FDIC) for any losses it may incur as a result of the failure or near
failure of any of our other subsidiary banks. Depositor claims of each of the
non-failing banks and general creditors of each of those banks would be paid
prior to any claims of the FDIC. In addition to the above requirements, the
Federal Reserve Board has a policy which requires us to act as a source of
financial strength to our subsidiary banks. This policy could require us to use
our funds and assets to support any of our subsidiary banks that might
experience financial trouble.
We and our banking subsidiaries are required to meet various capital
requirements. Failure to meet the minimum capital requirements can result in:
- our being denied the right to acquire existing companies or establish new
companies,
- our subsidiary banks being limited in their ability to pay dividends,
- our subsidiary banks being required to raise additional capital,
- an increase in the deposit insurance premiums payable to the FDIC and
- the potential loss of deposit insurance.
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We and our subsidiary banks have consistently maintained capital levels at
or above the "well capitalized" level. The "well capitalized" standard is the
highest regulatory standard.
The monetary policies and regulation imposed on us and our subsidiary banks
have a significant effect on our operating results. We cannot predict the impact
that future monetary policy or bank regulation will have on us.
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We are a Delaware corporation and our executive offices are located at
National City Center, 1900 East Ninth Street, Cleveland, Ohio 44114-3484. Our
telephone number is 216/575-2000.
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USE OF PROCEEDS
The net proceeds we receive from the sale of the securities offered under
this prospectus and any supplement will be added to our general funds to be used
for general corporate purposes, including investments in or advances to existing
or future subsidiaries. If we decide to use any proceeds for a different
purpose, we will specify that purpose in the appropriate prospectus supplement.
RATIO OF EARNINGS TO FIXED CHARGES
The following are the consolidated ratios of earnings to fixed charges for
each of the years in the five-year period ended December 31, 1998.
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YEAR ENDED DECEMBER 31,
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1998 1997 1996 1995 1994
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Ratio of Earnings to Fixed Charges and Preferred Stock
Dividends:
Excluding Interest on Deposits........................ 2.59 3.14 3.23 2.65 3.49
Including Interest on Deposits........................ 1.57 1.64 1.57 1.44 1.60
</TABLE>
For the purpose of calculating the ratio of earnings to fixed charges and
preferred stock dividends, we have divided income before income taxes plus fixed
charges by fixed charges in 1997 and by the total of fixed charges and pre-tax
earnings required to cover preferred stock dividends in 1998, 1996, 1995 and
1994. Fixed charges, excluding interest on deposits, consist of:
- interest on federal funds purchased,
- interest on security repurchase agreements,
- interest on other borrowed funds,
- interest on corporate long-term debt, and
- that portion of rental expense which is deemed to be representative of
the interest factor.
Fixed charges, including interest on deposits, consist of the above items
plus interest on deposits.
DESCRIPTION OF THE SECURITIES
The securities we are offering will constitute either Senior Debt
Securities or Subordinated Debt Securities. The Senior Debt Securities and the
Subordinated Debt Securities will be issued under separate indentures between us
and The Bank of New York, as trustee. Pursuant to the Trust Indenture Act of
1939, as amended, the trustee will have a "conflicting interest" if the
securities issued under either indenture are in default. If this occurs, the
trustee may be required to resign its trusteeship under the defaulted indenture
and we would appoint a successor trustee. A copy of the form of each indenture
has been filed as an exhibit to the registration statement of which this
prospectus forms a part.
The following summaries of certain provisions of the indentures are not
complete. You should read all of the provisions of the indentures, including the
definitions of certain terms. These summaries set forth certain general terms
and provisions of the securities to which any prospectus supplement may relate.
The particular terms of the securities offered by any prospectus supplement and
the applicability of the general provisions will be described in the appropriate
prospectus supplement. Unless otherwise indicated, parenthetical section
references refer to each of the indentures.
Since we are a holding company, our right, and accordingly, the right of
our creditors and stockholders, including the holders of the securities offered
by this prospectus and any prospectus supplement, to participate in any
distribution of assets of any of our subsidiaries upon its liquidation,
reorganization or similar proceeding is subject to the prior claims of creditors
of that subsidiary, except to the extent that our claims as a creditor of the
subsidiary may be recognized.
Neither indenture contains any terms which would protect the holders of the
securities in the event of a recapitalization, a change of control, a highly
leveraged transaction or a restructuring involving us that results in a
downgrade of our public debt rating.
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TERMS OF THE SECURITIES
The securities will be not be secured by any of our assets. Neither the
indentures nor the securities will limit or otherwise restrict the amounts of
other indebtedness which we may incur, or the amount of other securities that we
may issue. The indentures do not limit the principal amount of any particular
series of securities. All of the securities issued under each of the indentures
will rank equally and ratably with any additional securities issued under the
same indenture. The Senior Debt Securities will rank equally with all of our
other unsecured and non-subordinated indebtedness. The Subordinated Debt
Securities will be subordinated as described below under "Subordinated Debt
Securities."
Each prospectus supplement will specify the particular terms of the
securities offered. These terms may include:
- the title of the securities,
- any limit on the aggregate principal amount of the securities,
- the priority of payment of the securities,
- the issue price or prices (which may be expressed as a percentage of the
aggregate principal amount) of the securities,
- the date or dates, or the method of determining the dates, on which the
securities will mature,
- the interest rate or rates of the securities, or the method of
determining those rates,
- the interest payment dates, the dates on which payment of any interest
will begin and the regular record dates,
- whether the securities will be issuable in temporary or permanent global
form and, if so, the identity of the depositary for such global security,
or the manner in which any interest payable on a temporary or permanent
global security will be paid,
- any sinking fund or similar provision applicable to the securities,
- any mandatory or optional redemption provisions applicable to the
securities,
- the denomination or denominations in which securities are authorized to
be issued,
- whether any of the securities will be issued in bearer form and, if so,
any limitations on issuance of such bearer securities (including exchange
for registered securities of the same series),
- information with respect to book-entry procedures,
- whether any of the securities will be issued as Original Issue Discount
Securities,
- each office or agency where securities may be presented for registration
of transfer or exchange,
- the method of determining the amount of any payments on the securities
which are linked to an index,
- if other than U.S. dollars, the currency or currencies in which payments
on the securities will be payable, and whether the holder may elect
payment to be made in a different currency,
- if other than the trustee, the identity of the registrar and/or paying
agent,
- any defeasance of certain obligations by the company pertaining to the
series of securities,
- whether and on what terms we will pay additional amounts to holders that
are not U.S. persons in respect of any tax, assessment or governmental
charge withheld or deducted, and if so, whether we will have the option
to redeem such securities rather than pay such additional amounts (and
the terms of any such option), and
- any other specific terms of the securities.
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Some of the securities may be issued as original issue discount securities
(the "Original Issue Discount Securities"). Original Issue Discount Securities
bear no interest or bear interest at below-market rates and will be sold at a
discount below their stated principal amount. The prospectus supplement will
also contain any special tax, accounting or other information relating to
Original Issue Discount Securities or relating to certain other kinds of
securities that may be offered, including securities linked to an index.
ACCELERATION OF MATURITY
If an event of default in connection with any outstanding series of
securities occurs and is continuing, the trustee or the holders of at least 25%
in principal amount of the outstanding securities of that series may declare the
principal amount due and payable immediately. If the securities of that series
are Original Issue Discount Securities, the holders of at least 25% in principal
amount of those securities may declare the portion of the principal amount
specified in the terms of that series of securities to be due and payable
immediately. In either case, a written notice must be given to us, and to the
trustee, if notice is given by the holders instead of the trustee. Subject to
certain conditions, the declaration of acceleration may be revoked, and past
defaults (except uncured payment defaults and certain other specified defaults)
may be waived, by the holders of a majority of the principal amount of
securities of that series.
You should refer to the prospectus supplement relating to each series of
securities which are Original Issue Discount Securities for the particular
provisions relating to acceleration of the maturity upon the occurrence and
continuation of an event of default.
REGISTRATION AND TRANSFER
Unless otherwise indicated in the applicable prospectus supplement, each
series of the offered securities will be issued in registered form only, without
coupons. The indentures will also allow us to issue the securities in bearer
form only, or in both registered and bearer form. Any securities issued in
bearer form will have interest coupons attached, unless they are issued as zero
coupon securities. Securities in bearer form will not be offered, sold, resold
or delivered in connection with their original issuance in the United States or
to any United States person other than to offices of certain United States
financial institutions located outside the United States.
Unless otherwise indicated in the applicable prospectus supplement, the
securities we are offering will be issued in denominations of $1,000 or an
integral multiple of $1,000. No service charge will be made for any transfer or
exchange of the securities, but we may require payment of an amount sufficient
to cover any tax or other governmental charge payable in connection with a
transfer or exchange.
PAYMENT AND PAYING AGENT
We will pay principal, interest and any premium on fully registered
securities in the designated currency or currency unit at the office of a
designated paying agent. At our option, payment of interest on fully registered
securities may also be made by check mailed to the persons in whose names the
securities are registered on the days specified in the indentures or any
prospectus supplement. (Sections 305 and 307)
We will pay principal, interest and any premium on bearer securities in the
designated currency or currency unit at the office of a designated paying agent
or agents outside of the United States. Payments will be made at the offices of
the paying agent in the United States only if the designated currency is US
dollars and payment outside of the United States is illegal or effectively
precluded. If any amount payable on any security or coupon remains unclaimed at
the end of two years after such amount became due and payable, the Paying Agent
will release any unclaimed amounts, and the holder of the security or coupon
will look only to us for payment.
The designated paying agent in the United States for the securities we are
offering is The Bank of New York, located at 101 Barclay Street, Street, New
York, New York 10286.
GLOBAL SECURITIES
The securities of a series may be issued in whole or in part in the form of
one or more global certificates ("Global Securities") that will be deposited
with a depositary that we will identify in a prospectus supplement.
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Global Securities may be issued in either registered or bearer form and in
either temporary or permanent form. All Global Securities in bearer form will be
deposited with a depositary outside the United States. Unless and until it is
exchanged in whole or in part for individual certificates evidencing securities
in definitive form represented thereby, a Global Security may not be transferred
except as a whole by the depositary to a nominee of that depositary or by a
nominee of that depositary to a depositary or another nominee of that
depositary.
The specific terms of the depositary arrangements for each series of
securities will be described in the applicable prospectus supplement.
RESTRICTIVE COVENANTS
The Senior Indenture contains a covenant that, except as otherwise provided
below, we will not sell, assign, pledge, transfer or otherwise dispose of, or
permit the issuance of, or permit a subsidiary to sell, assign, pledge, transfer
or otherwise dispose of, any shares of capital stock of any subsidiary or any
securities convertible into capital stock of any subsidiary which is:
- a Principal Constituent Bank, or
- a subsidiary which owns shares of capital stock, or any securities
convertible into capital stock, of a Principal Constituent Bank.
However, this covenant does not prohibit:
(a) any dispositions made by us or any subsidiary:
(1) acting in a fiduciary capacity for any person other than us
or any subsidiary, or
(2) to us or any of our wholly owned subsidiaries, or
(b) the merger or consolidation of a Principal Constituent Bank
with and into a Constituent Bank, or the merger or consolidation of any
Principal Constituent Bank with and into any other Principal Constituent
Bank.
This covenant does not prohibit sales, assignments, pledges, transfers,
issuances or other dispositions of shares of capital stock of a Principal
Constituent Bank referred to in (a) or (b) above where:
- the sales, assignments, pledges, transfers, issuances or other
dispositions are made, in the minimum amount required by law, to any
person for the purpose of the qualification of such person to serve as a
director, or
- the sales, assignments, pledges, transfers, issuances or other
dispositions are made in compliance with an order of a court or a
regulatory authority of competent jurisdiction or as a condition imposed
by any such court or authority to our acquisition, directly or
indirectly, of any other corporation or entity, or
- in the case of (1) a disposition or issuance of shares of capital stock,
or any securities convertible into capital stock, of a Principal
Constituent Bank, or (2) sales of capital stock or any securities
convertible into capital stock of any wholly owned subsidiary:
(a) the sales, assignments, pledges, transfers, issuances or other
dispositions are for fair market value (as determined by our Board of
Directors and the Board of Directors of the subsidiary disposing of such
shares or securities, and evidenced by a resolution of our Board of
Directors), and
(b) after giving effect to such disposition and to any potential
dilution (if the shares or securities are convertible into capital stock),
we and our directly or indirectly wholly owned subsidiaries will own
directly not less than 80% of the Voting Stock of such Principal
Constituent Bank or subsidiary, or
- a Principal Constituent Bank sells additional shares of capital stock to
its stockholders at any price, so long as immediately after such sale we
own, directly or indirectly, at least as great a percentage of the Voting
Stock of such Principal Constituent Bank as we owned before the sale of
the additional shares.
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A Constituent Bank is defined as a subsidiary which meets the definition of
a Bank in the indentures. A Principal Constituent Bank is a Constituent Bank
with consolidated assets constituting 15% or more of our consolidated assets. At
the date of this prospectus, National City Bank, National City Bank of
Pennsylvania National City Bank of Indiana and National City Bank of
Michigan/Illinois are the only Principal Constituent Banks. (Senior Indenture,
Section 1006)
The Senior Indenture prohibits us from acquiring capital stock of any
corporation or acquiring substantially all the assets and liabilities of any
corporation, unless, immediately after such acquisition, we would be in full
compliance with the Senior Indenture (Senior Indenture, Section 1008). In
addition, the Senior Indenture prohibits us from creating or permitting any
liens upon any shares of capital stock of any Constituent Bank to secure any
indebtedness without securing the Senior Debt Securities equally and ratably
with all indebtedness secured by those liens. (Senior Indenture, Section 1007)
MODIFICATION AND WAIVER
Each indenture provides that modifications and amendments may be made by us
and the trustee with the consent of the holders of a majority in principal
amount of the outstanding securities of each series affected by the amendment or
modification. However, no modification or amendment may, without the consent of
each holder affected:
- change the stated maturity date of the principal of, or any installment
of interest on, any security,
- reduce the principal amount, any rate of interest, or any additional
amounts in respect of any security, or reduce the amount of any premium
payable upon the redemption of any security,
- change the place of payment, currency or currencies in which any security
or any premium or interest thereon is payable,
- impair the right to institute suit for the enforcement of any payment on
or after the stated maturity date of any security or, in the case of
redemption, on or after the redemption date,
- reduce the percentage of securities required to consent to any
modification, amendment or waiver under the indenture,
- modify, except under limited circumstances, any provision of the
applicable indenture relating to modification and amendment of the
indenture or waiver of compliance with conditions and defaults
thereunder,
- in the case of the Subordinated Indenture, alter the provisions regarding
subordination of the Subordinated Debt Securities in any way that would
be adverse to the holders of those securities,
- reduce the principal amount of Original Issue Discount Securities which
could be declared due and payable upon an acceleration of their maturity,
or
- change our obligation to pay any additional amounts. (Section 902)
The holders of a majority in principal amount of the outstanding securities
of any series may waive compliance by us and the trustee with certain provisions
of the indentures. (Senior Indenture, Section 1011; Subordinated Indenture,
Section 1008) The holders of a majority in principal amount of the outstanding
securities of any series may waive any past default under the applicable
indenture with respect to that series, except a default in the payment of the
principal, or any premium, interest, or additional amounts payable on security
of that series or in respect of a covenant or provision which under the terms of
the applicable indenture cannot be modified or amended, without the consent of
each affected holder. (Section 513)
With the trustee, we may modify and amend either indenture without the
consent of any holder for any of the following purposes:
- to name a successor entity to National City,
- to add to our covenants for the benefit of the holders of all or any
series of securities,
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- to add to the events of default,
- to add to, delete from or revise the conditions, limitations and
restrictions on the authorized amount, terms or purposes of issue,
authentication and delivery of securities as set forth in the applicable
indenture,
- to establish the form or terms of securities of any series and any
related coupons,
- to provide for the acceptance of appointment by a successor trustee,
- to cure any ambiguity, defect or inconsistency in the applicable
indenture, provided that such action is not inconsistent with the
provisions of that indenture and does not materially adversely affect the
interests of the applicable holders, or
- to modify, eliminate or add to the provisions of either indenture to
conform our or the trustee's obligations under the applicable indenture
to the Trust Indenture Act of 1939, as amended. (Section 901)
CALCULATION OF OUTSTANDING DEBT SECURITIES
To calculate whether the holders of a sufficient principal amount of the
outstanding securities have given any request, demand, authorization, direction,
notice, consent or waiver under either indenture:
- In the case of Original Issue Discount Securities, the principal amount
that may be included in the calculation is the amount of principal that
would be declared to be due and payable upon a declaration of
acceleration according to the terms of that Original Issue Discount
Security as of the date of the calculation.
- Any securities owned by us, or owned by any other obligor of the
securities or any affiliate of ours or any other obligor, should be
disregarded and deemed not to be outstanding for purposes of the
calculation. (Section 101)
ADDITIONAL PROVISIONS
Other than the duty to act with the required standard of care during an
event of default, the trustee is not obligated to exercise any of its rights or
powers under the applicable indenture at the request or direction of any of the
holders of the securities, unless the holders have offered the trustee
reasonable indemnification. (Section 602) Each indenture provides that the
holders of a majority in principal amount of outstanding securities of any
series may, in certain circumstances, direct the time, method and place of
conducting any proceeding for any remedy available to the trustee, or exercising
any trust or other power conferred on the trustee. (Section 512)
No holder of a security of any series will have the right to institute any
proceeding for any remedy under the applicable indenture, unless:
- the holder has provided the trustee with written notice of a continuing
event of default regarding the holder's series of securities,
- the holders of at least 25% in principal amount of the outstanding
securities of a series have made a written request, and offered indemnity
satisfactory to the trustee, to the trustee to institute a proceeding for
remedy,
- the trustee has not received a direction inconsistent with such request
from the holders of a majority in principal amount of the outstanding
securities of that series, and
- the trustee has failed to institute the proceeding within 60 days after
its receipt of such notice, request and offer of indemnity. (Section 507)
However, the holder of any security will have an absolute and unconditional
right to receive payment of the principal, any premium, any interest or any
additional amounts in respect of such security on or after the due dates
expressed in such security and to institute suit for the enforcement of any such
payment. (Section 508)
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We are required to file annually with the trustee a certificate of no
default, or specifying any default that exists. (Section 1005)
REGARDING THE TRUSTEE
We and our subsidiaries maintain deposit accounts and conduct various
banking transactions with the trustee. The trustee and its subsidiaries maintain
deposit accounts and conduct various banking transactions with us and our
subsidiaries.
SENIOR DEBT SECURITIES
The Senior Debt Securities will be unsecured and will rank equally among
themselves and with all of our other unsecured and non-subordinated debt.
EVENTS OF DEFAULT
The following will be events of default under the Senior Indenture:
- failure to pay principal of, or any premium on, any Senior Debt Security
when due,
- failure to pay any interest or any additional amounts on any Senior Debt
Security of that series when due, and continuance of such default for 30
days,
- failure to deposit any sinking fund payment for any series of any Senior
Debt Security when due,
- failure to perform any of our other covenants or warranties in the Senior
Indenture or Senior Debt Securities (other than a covenant or warranty
included in that indenture solely for the benefit of a different series
of Senior Debt Securities), which has continued for 90 days after written
notice as provided in the Senior Indenture,
- acceleration of indebtedness in a principal amount greater than
$25,000,000 for money borrowed by us or any Principal Constituent Bank
under the terms of the instrument under which such debt is issued or
secured, and the acceleration is not annulled, or the indebtedness is not
discharged, within 30 days after written notice is given according to the
Senior Indenture,
- certain events in bankruptcy, insolvency or reorganization of us or any
Principal Constituent Bank, and
- any other event of default regarding that series of Senior Debt
Securities. (Section 501)
SUBORDINATED DEBT SECURITIES
The Subordinated Debt Securities will be unsecured and will be subordinated
in right of payment to the claims of all of our general creditors and depositors
and to all Senior Indebtedness. The term "Senior Indebtedness" is defined below.
(Subordinated Indenture, Article Fifteen)
SUBORDINATION
We will not be permitted to make any direct or indirect payment (in cash,
property, securities, by set-off, or otherwise) for principal, premium or
interest on the Subordinated Debt Securities, or in respect of any purchase or
other acquisition of any of the Subordinated Debt Securities if:
- we default in the payment of any principal, premium, or interest on
any Senior Indebtedness when it becomes due and payable, whether at
maturity or at a date fixed for prepayment or by declaration of
acceleration or otherwise, or
- any event of default with respect to Senior Indebtedness which
permits its holders to accelerate the maturity of the Senior Indebtedness
has occurred and is continuing, or
- any judicial proceeding is pending with respect to any such default
in payment or event of default,
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unless and until such default has been cured, waived or has ceased to exist, or
such judicial proceeding is no longer pending.
In addition, in the event of our insolvency, bankruptcy, receivership,
conservatorship or reorganization, all obligations to holders of Senior
Indebtedness will be entitled to be paid in full before any payment can be made
to holders of Subordinated Debt Securities.
The term "Senior Indebtedness" will be defined to mean:
- the principal and any premium or interest for money borrowed or
purchased by us,
- the principal and any premium or interest for money borrowed or
purchased by another person and guaranteed by us
- any deferred obligation for the payment of the purchase price of
property or assets evidenced by a note or similar agreement,
- an obligation arising from direct credit substitutes, and
- any obligation associated with derivative products such as interest
and foreign exchange rate contracts, commodity contracts and similar
arrangements,
in each case, whether outstanding on the date the Subordinated Indenture became
effective, or created, assumed or incurred after that date.
The definition of Senior Indebtedness will exclude any indebtedness that:
- expressly states that it is junior to, or ranks equally in right of
payment with, the Subordinated Debt Securities, or
- is identified as junior to, or equal in right of payment with, the
Subordinated Debt Securities in any resolution of our Board of
Directors or in any supplemental indenture. (Section 101)
As of December 31, 1998, we had approximately $5.2 million in principal
amount of debt which would constitute Senior Indebtedness, and $1.625 billion in
principal amount of debt which would rank equally with the Subordinated Debt
Securities.
EVENTS OF DEFAULT
Events of default under the Subordinated Indenture are limited to certain
events of bankruptcy, insolvency or reorganization of us or any Principal
Constituent Bank.
There is no right of acceleration of the payment of principal of a series
of Subordinated Debt Securities upon a default in the payment of principal or
interest, nor upon a default in the performance of any covenant or agreement in
the Subordinated Debt Securities of a particular series or in the Subordinated
Indenture. In the event of a default in the payment of interest or principal,
the holder of a Subordinated Debt Security (or the trustee under the
Subordinated Indenture on behalf of all of the holders of the affected series)
may, subject to certain limitations and conditions, seek to enforce payment of
such interest or principal.
UNITED STATES TAXATION
The following summary of the principal United States federal income tax
consequences of the ownership of the securities is based on the Internal Revenue
Code of 1986, as amended (the "Code"), existing and proposed United States
Treasury Regulations (the "Treasury Regulations"), and existing administrative
and judicial precedent, all as in effect as of the date hereof, all of which are
subject to change at any time, possibly with retroactive effect. The legal
conclusions in this discussion under the caption "United States Taxation" are
not binding upon the Internal Revenue Service (the "IRS") or any other
administrative or judicial agency, authority or tribunal.
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<PAGE> 15
This summary deals only with securities held as capital assets by their
initial purchasers and does not deal with purchasers that do not acquire their
securities as part of the initial distribution or with special classes of
holders, such as dealers in securities or currencies, financial institutions,
tax-exempt organizations, insurance companies, controlled foreign corporations
or persons holding securities as part of a straddle, hedge, conversion
transaction or other integrated investment. It also does not address securities
held by persons who are not Holders (as defined below) or held by persons whose
functional currency is not the U.S. dollar.
Prospective purchasers of securities should consult their own tax advisors
concerning the application of the United States federal income tax laws to their
particular situations, as well as tax consequences under state or local, or
foreign, tax laws.
UNITED STATES HOLDERS ONLY
As used herein, the term "Holder" means a holder of a security who or that
is:
- a citizen or resident of the United States,
- a corporation, partnership or other entity created or organized in or
under the laws of the United States or of any political subdivision
thereof,
- an estate, the income of which is subject to United States federal income
taxation regardless of its source, or
- a trust, if a U.S. court is able to exercise primary supervision over the
administration of the trust and one or more U.S. persons have the
authority to control all substantial decisions of the trust.
PAYMENTS OF INTEREST
Interest (including qualified stated interest, as defined under "Original
Issue Discount Securities" below) paid on a security will generally be taxable
to a Holder as ordinary interest income at the time it accrues or is received
(whether actually or constructively) in accordance with the Holder's method of
accounting for federal tax purposes. Special rules governing the treatment of
interest on Original Issue Discount Securities are described below.
ORIGINAL ISSUE DISCOUNT SECURITIES
General. A security with an issue price that is less than its stated
redemption price at maturity will generally be considered to have been issued at
an original issue discount ("OID") for federal income tax purposes (an "Original
Issue Discount Security"). The "issue price" of an issue of securities for cash
will be the first price at which a substantial amount of such securities is sold
to the public (excluding sales to bond houses, brokers, underwriters, and the
like). The "stated redemption price at maturity" of a security will equal the
sum of all payments to be made thereunder, other than payments of qualified
stated interest (as defined below). As a result, a security generally will have
OID if it provides for payments of interest other than qualified stated
interest. "Qualified stated interest" is stated interest that is unconditionally
payable in cash or in property (other than debt instruments of the issuer) at
least annually at a single fixed rate that appropriately takes into account the
length of the interval between payments.
If the difference between a security's stated redemption price at maturity
and its issue price is less than 1/4 of 1 percent of the stated redemption price
at maturity multiplied by the number of complete years to maturity, then the
security will not be considered to have OID, but will be considered to have de
minimis OID. If the excess of a security's stated redemption price at maturity
over its issue price is de minimis then, unless a Holder elects to treat de
minimis OID in the manner described above in respect of OID, a Holder will be
required to recognize capital gain with respect to such de minimis OID as stated
principal payments on the security are made. The amount of such gain with
respect to each such principal payment will equal the product of the total
amount of the security's de minimis OID and a fraction, the numerator of which
is the amount of the principal payment made and the denominator of which is the
total stated principal amount of the Security.
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Holders of Original Issue Discount Securities having a maturity of more
than one year from their date of issue are required to include OID in income
calculated on a constant yield method without regard to when the cash payments
attributable to such income are received. The amount of OID includible in income
by a Holder of an Original Issue Discount Security is the sum of the daily
portions of OID for each day during the taxable year or portion of the taxable
year in which it holds such Original Issue Discount Security. The daily portion
is determined by allocating to each day in any accrual period a pro rata portion
of the OID allocable to that accrual period. An "accrual period" is each period
between payment dates (including, if shorter, the period from the issue date to
the first interest payment date and the period from the last interest payment
date to the maturity date), although an accrual period may be of any length and
the accrual periods may vary in length over the term of an Original Issue
Discount Security, provided that each accrual period is no longer than one year
and each scheduled payment of principal or interest occurs either on the first
or final day of an accrual period. The amount of OID allocable to an accrual
period is the excess of (a) the product of the Original Issue Discount
Security's adjusted issue price at the beginning of such accrual period and its
yield to maturity (determined on the basis of a constant interest rate and
compounded at the end of each accrual period and properly adjusted for the
length of the accrual period) over (b) the amount of qualified stated interest
allocable to the accrual period. The "adjusted issue price" of the Original
Issue Discount Security at the beginning of any accrual period is the issue
price of such Original Issue Discount Security, plus the amount of accrued OID
for all prior accrual periods, minus any amount of prior payments on the
Original Issue Discount Security that were not qualified stated interest
payments.
Under the foregoing rules, Holders will generally have to include in income
increasingly greater amounts of OID in successive accrual periods.
Variable Rate Original Issue Discount Securities. It is possible that
securities that (a) bear interest initially at a fixed rate followed by a
variable rate that is not approximately the same as the initial fixed rate on
the date of issue or (b) bear interest at a variable rate that is not a single
qualified floating rate or objective rate would be subject to the OID rules
regardless of the price at which such securities are issued. Accordingly,
Holders (including cash basis Holders) may be required to report income in
respect of such securities before the receipt of cash payments attributable
thereto under the rules described above. The applicable prospectus supplement
will contain a discussion of any additional relevant United States federal
income tax consequences with respect to an issuance of variable rate Original
Issue Discount Securities.
Acquisition Premium. A Holder who purchases an Original Issue Discount
Security for an amount that is greater than its adjusted issue price as of the
purchase date and less than or equal to the sum of all amounts payable on the
Original Issue Discount Security after the purchase date other than payments of
qualified stated interest, will be considered to have purchased the Original
Issue Discount Security at an "acquisition premium." Under the acquisition
premium rules, the amount of OID that such Holder must include in its gross
income with respect to such Original Issue Discount Security for any taxable
year (or portion thereof) in which the Holder holds the Original Issue Discount
Security will be reduced (but not below zero) by the portion of the acquisition
premium properly allocable to such year.
Optional Redemption. For purposes of determining OID, if National City has
an option to redeem a security prior to its stated maturity, such option will be
presumed to be exercised if and on such dates that, by utilizing any date on
which such security may be redeemed as the maturity date and the amount payable
on such date in accordance with the terms of such security (the "redemption
price") as the stated redemption price at maturity, the yield on the security
would be minimized. If such option is not in fact exercised when presumed to be
exercised, the security would be treated as if it were redeemed, and a new
security were issued, on the presumed exercise date for an amount equal to the
redemption price.
Acceleration of Maturity. The applicable prospectus supplement will contain
a discussion of any additional relevant United States federal income tax
consequences relating to an acceleration of the maturity of an Original Issue
Discount Security.
Short-Term Debt Securities. In general, an individual or other cash method
Holder of a security that matures one year or less from its date of issuance (a
"Short-Term Discount Security") is not required to accrue
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<PAGE> 17
OID for United States federal income tax purposes unless it elects to do so.
Accrual method Holders and certain other holders, including banks, regulated
investment companies and dealers in securities, are required to accrue OID on
Short-Term Discount Securities on a straight-line basis unless an election is
made to accrue the OID under the constant yield method (based on daily
compounding). In the case of a Holder not required and not electing to include
OID in income currently, any gain realized on the sale, exchange or retirement
of the Short-Term Discount Security will be ordinary income to the extent of the
OID accrued on a straight-line basis through the date of sale, exchange or
retirement. Holders who are not required to and do not elect to accrue OID on
Short-Term Discount Securities will be required to defer deductions for interest
on borrowings allocable to Short-Term Discount Securities in an amount not
exceeding the deferred income until the deferred income is realized.
Reporting. National City is required to report to the IRS the amount of OID
accrued on Original Issue Discount Securities held of record by Holders other
than certain exempt holders, such as corporations and tax-exempt organizations.
The amount required to be reported by National City may not be equal to the
amount of OID required to be reported as taxable income by a Holder of such
Original Issue Discount Securities.
DEBT SECURITIES PURCHASED AT A MARKET DISCOUNT OR PREMIUM
Market Discount. If a Holder (a) purchases a security for an amount that is
less than its issue price, and (b) the security's stated redemption price at
maturity exceeds the Holder's purchase price by more than a de minimis amount,
the amount of the difference will be treated as "market discount." In the case
of an Original Issue Discount Security, market discount exists if (x) the
Holder's purchase price is less than such security's issue price, and (y) the
security's revised issue price exceeds the Holder's purchase price by more than
a de minimis amount. The de minimis test used for this purpose is the same de
minimis standard described above under "Original Issue Discount Securities."
Under the market discount rules, a Holder will be required to treat any
partial principal payment (or, in the case of an Original Issue Discount
Security, any payment that does not constitute qualified stated interest) on, or
any gain realized on the sale, exchange, retirement or other disposition of, a
security as ordinary income to the extent of the lesser of (a) the amount of
such payment or realized gain or (b) the market discount that has not previously
been included in income and is treated as having accrued on such security at the
time of such payment or disposition. Market discount will be considered to
accrue ratably during the period from the date of acquisition to the maturity
date of the security, unless the Holder elects to accrue market discount over
such period on a constant yield method. The amount of accrued market discount
will be reduced by the amount of any partial principal payment (or, in the case
of an Original Issue Discount Security, any payment that does not constitute
qualified stated interest) included in gross income under the market discount
rules.
A Holder may be required to defer the deduction of all or a portion of the
interest paid or accrued on any indebtedness incurred or maintained to purchase
or carry a security with market discount until the maturity of the security or
its earlier disposition in a taxable transaction. The amount so deferred is that
portion of any interest expense on such indebtedness, net of the interest
(including OID) includible in gross income, but only to the extent of the
allocable portion of the accrued market discount.
A Holder may elect to include market discount in income currently as it
accrues (either ratably or on a constant yield method using semiannual
compounding), in which case the rules described above regarding the treatment as
ordinary income of gain upon the disposition of the security and upon the
receipt of certain cash payments and regarding the deferral of interest
deductions will not apply. Generally, such currently included market discount is
treated as ordinary income for United States federal income tax purposes.
Amortizable Bond Premium. A Holder that purchases a security for an amount
in excess of the amount payable at maturity will be considered to have purchased
such security at a premium equal to such excess and may elect to amortize such
premium using a constant yield method over the term of the security. Any such
election will apply to all bonds (other than bonds the interest on which is
excludible from gross income) acquired by the Holder on or after the first day
of the first taxable year to which such election applies, and is irrevocable
without the consent of the IRS.
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PURCHASE, SALE, EXCHANGE AND RETIREMENT OF THE DEBT SECURITIES
A Holder's adjusted tax basis in a security will be its U.S. dollar cost,
increased by the amount of any OID or accrued market discount included in the
Holder's income with respect to the security and reduced by the amount of any
amortizable bond premium, by principal payments received by the Holder and, in
the case of Original Issue Discount Securities, by the amount of any interest
payments on the security that are not qualified stated interest payments. A
Holder will recognize gain or loss on the sale, exchange or retirement of a
Security equal to the difference between the amount realized on the sale,
exchange or retirement and the Holder's adjusted tax basis in the security.
Except to the extent described under "Short-Term Debt Securities" and "Debt
Securities Purchased at a Market Discount or Premium" above, gain or loss
recognized on the sale, exchange or retirement of a security will be capital
gain or loss and will be long-term capital gain or loss if the security was held
for more than one year.
BACKUP WITHHOLDING AND INFORMATION REPORTING
A Holder may be subject to backup withholding at a rate of 31% on, and
information reporting with respect to, payments of principal, premium or
interest (including OID, if any) on, and the proceeds of disposition of, a
security. Backup withholding will apply only if the Holder (a) fails to furnish
its Taxpayer Identification Number ("TIN") which, for an individual, would be
his or her Social Security Number, (b) furnishes an incorrect TIN, (c) is
notified by the IRS that it has failed to properly report payments of interest
and dividends or (d) under certain circumstances, fails to certify, under
penalty of perjury, that it has furnished a correct TIN and that it has not been
notified by the IRS that it is subject to backup withholding for failure to
report interest and dividend payments. Backup withholding will not apply with
respect to payments made to certain exempt recipients, such as corporations and
tax-exempt organizations. Holders should consult their tax advisers regarding
their qualification for exemption from backup withholding and the procedure for
obtaining such an exemption.
The amount of any backup withholding from a payment to a Holder will be
allowed as a credit against such Holder's United States federal income tax
liability and may entitle such Holder to a refund of federal income tax,
provided that the required information is furnished to the IRS.
LIMITATIONS ON ISSUANCE OF BEARER SECURITIES
To avoid potential adverse United States federal tax consequences to
holders of the securities, Bearer Securities, including securities in permanent
global form that are either Bearer Securities or exchangeable for Bearer
Securities, may not be offered or sold during the restricted period (as defined
in Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)) within the United States
or to United States persons (each as defined below) other than to an office of a
financial institution (as defined in Treasury Regulations Section
1.165-12(c)(1)(v)) which is located outside the United States. That office must
be purchasing for its own account or for resale or for the account of certain
customers, and must provide a certificate stating that it agrees to comply with
the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue
Code and the Treasury Regulations thereunder, or to certain other persons
described in Treasury Regulations Section 1.163-5(c)(2)( i)(D)(1)(iii)(B).
Bearer Securities may not be delivered in connection with their sale during
the restricted period within the United States. Any distributor (as defined in
Treasury Regulations Section 1.163-5(c)(2)(i)(D)(4)) participating in the
offering or sale of Bearer Securities must certify that:
- it will not offer or sell during the restricted period any Bearer
Securities within the United States or to United States persons (other than
the persons described above),
- it will not deliver any Bearer Securities during the restricted
period within the United States, and
- it has in effect procedures reasonably designed to ensure that its
employees and agents who are directly engaged in selling the Bearer
Securities are aware of the restrictions on offers and sales described
above.
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No Bearer Security, other than a temporary global security may be
delivered, nor may interest be paid on any Bearer Security until we receive:
- a Depositary Tax Certification in the case of temporary global
securities, or
- an Owner Tax Certification in all other cases.
Bearer Securities will bear a legend similar to the following: "Any United
States person who holds this obligation will be subject to limitations under the
United States income tax laws, including the limitations provided in Sections
165(j) and 1287(a) of the Internal Revenue Code."
Purchasers of Bearer Securities may be affected by certain United States
tax laws. Such laws will be discussed in the applicable prospectus supplement.
As used in this section "United States person" means any citizen or
resident of the United States, any corporation, partnership or other entity
created or organized in or under the laws of the United States and any estate or
trust the income of which is subject to United States federal income taxation
regardless of its source, and "United States" means the United States of
America, including all of its states, the District of Columbia and its
possessions.
PLAN OF DISTRIBUTION
We may sell the securities:
- through underwriters,
- through agents, or
- directly to a limited number of institutional purchasers or to a single
purchaser.
The applicable prospectus supplement will set forth the terms of the
offering of the securities, including the following:
- the name or names of any underwriters,
- the purchase price and the proceeds we will receive from such sale,
- any underwriting discounts and other items constituting underwriters'
compensation,
- any discounts or concessions allowed or reallowed or paid to dealers, and
- any securities exchanges on which the securities of such series may be
listed.
If underwriters are used in the sale, the 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
securities may be either offered to the public through underwriting syndicates
represented by managing underwriters or by underwriters without a syndicate. The
obligations of the underwriters to purchase securities will be subject to
certain conditions precedent and the underwriters will be obligated to purchase
all the securities of a series if any are purchased. Any initial public offering
price and any discounts or concessions allowed or reallowed or paid to dealers
may be changed from time to time.
Securities may be sold directly by us or through agents designated by us
from time to time. Any agent involved in the offer or sale of the securities in
respect of which this prospectus is delivered will be named and any commissions
payable by us to such agent will be described in the prospectus supplement.
Unless otherwise indicated in the prospectus supplement, any agent will be
acting on a best efforts basis for the period of its appointment.
We may authorize agents or underwriters to solicit offers by certain types
of institutions to purchase securities from us at the public offering price set
forth in the prospectus supplement pursuant to delayed delivery
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contracts providing for payment and delivery on a specified date in the future.
The conditions to these contracts and the commissions payable for solicitation
of such contracts will be set forth in the applicable prospectus supplement.
Agents and underwriters may be entitled to indemnification by us against
certain civil liabilities, including liabilities under the Securities Act of
1933, or to contribution with respect to payments which the agents or
underwriters may be required to make relating to such liabilities. Agents and
underwriters may be customers of, engage in transactions with, or perform
services for, us in the ordinary course of business.
Each series of securities will be a new issue of securities with no
established trading market. Any underwriter may make a market in such
securities, but will not be obligated to do so and may discontinue any market
making at any time without notice. No assurance can be given as to the liquidity
of the trading market for any securities.
Certain of the underwriters and their associates may be customers of,
engage in transactions with, and perform services for us, in the ordinary course
of business.
LEGAL OPINIONS
Certain legal matters, including the validity of the securities, will be
passed upon by the National City Corporation Law Department, and for any
underwriters or agents by Brown & Wood LLP, One World Trade Center, New York,
New York 10048.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended December 31, 1998, as set forth in their report, which is incorporated in
this prospectus by reference which, as to the years 1997 and 1996, is based in
part on the report of KPMG LLP, independent auditors. Our consolidated financial
statements are incorporated by reference in reliance on their report, given on
their authority as experts in accounting and auditing.
The consolidated financial statements of First of America Bank Corporation
("FOA") in FOA's annual report on Form 10-K as of December 31, 1997, and for
each of the years in the two-year period ended December 31, 1997, have been
incorporated herein by reference and in this prospectus in reliance upon the
report of KPMG LLP, independent certified public accountants, incorporated by
reference, and upon the authority of said firm as experts in accounting and
auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following are expenses estimated pursuant to Item 511 of Regulation S-K
(except for the SEC Registration Fee), subject to future contingencies, of the
expenses to be incurred by the registrant in connection with the issuance and
distribution of securities being registered:
<TABLE>
<S> <C>
SEC Registration Fee........................................ $278,000
Legal Fees and Expenses..................................... 25,000
Accounting Fees and Expenses................................ 1,000
Rating Agency Fees.......................................... 0
Trustees' Fees.............................................. 5,000
Miscellaneous............................................... 10,000
--------
Total............................................. $319,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "GCL") empowers a
Delaware corporation to indemnify any person who was or is or is threatened to
be made a party to any threatened, pending or completed 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 is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other 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 person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, such person had no reasonable cause to believe his conduct was
unlawful. A Delaware corporation may indemnify such person who was or is, or is
threatened to be made, a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor
under the same conditions, except that no indemnification is permitted in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and to the extent the Court of
Chancery of the State of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the Court of
Chancery or other such court shall deem proper. To the extent such person has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above, or in defense of any claim, issue or matter
therein, the corporation must indemnify him against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith. The indemnification and advancement of expenses provided for under,
or granted pursuant to, Section 145 of the GCL are not exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, in official or non-official capacities. Section 145 of
the GCL also provides that a corporation may purchase and maintain insurance on
behalf of a person against any liability asserted against such person whether or
not the corporation would have the power to indemnify such person against such
liability under Section 145 of the GCL.
Article VI of the Registrant's First Restatement of By-Laws provides for
the mandatory indemnification of directors, officers or employees of the
Registrant or any of its subsidiaries and of those persons serving at the
request of the Registrant as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise in accordance
with and to the full extent permitted by the GCL. The Registrant has purchased
liability insurance covering certain liabilities which may be incurred by the
directors, officers, employees and agents of the Registrant and its subsidiaries
in connection with the performance of their duties.
II-1
<PAGE> 22
In addition, the Registrant's Restated Certificate of Incorporation, as
permitted by Section 102(b) of the GCL, limits directors' liability to the
Registrant and its stockholders by eliminating liability in damages for breach
of fiduciary duty of care. Article Seventh of the Registrant's Restated
Certificate of Incorporation, as amended, provides that neither the Registrant
nor its stockholders may recover damages from the Registrant's directors or
former directors for breach of their duty of care in the performance of their
duties as directors of the Registrant. As limited by Section 102(b), this
provision cannot, however, have the effect of indemnifying any director or
former director of the Registrant in the case of liability (i) for a breach of
the director's duty of loyalty, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchases or redemptions as
provided in Section 174 of the GCL or (iv) for any transactions for which the
director derived an improper personal benefit.
ITEM 16. LIST OF EXHIBITS.
The following Exhibits are filed as part of this Registration Statement:
<TABLE>
<C> <S>
1.1 Form of Underwriting Agreement*
4.1 Form of Senior Indenture*
4.2 Form of Subordinated Indenture*
4.3 Proposed forms of securities*
5.1 Opinion of National City Corporation Law Department*
12.1 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Ernst & Young LLP
23.2 Consent of KPMG LLP
23.3 Consent of National City Corporation Law Department
24.1 Power of Attorney of certain directors and officers
25.1 Statement of Eligibility on Form T-1
</TABLE>
- ---------------
* To be filed by amendment.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(1) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.
(2) 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(3) 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.
II-2
<PAGE> 23
Provided, however, that paragraphs (a)(1) and (a)(2) do not apply if
the Registration Statement is on Form S-3, Form S-8 or form S-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(b) 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.
The undersigned 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 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
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 provisions described in Item 15 above, 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.
The undersigned registrant hereby undertakes that:
(a) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(b) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
II-3
<PAGE> 24
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF CLEVELAND AND THE STATE OF OHIO, AS OF THE 25TH DAY
OF JANUARY, 1999.
NATIONAL CITY CORPORATION
By: /s/ Thomas A. Richlovsky
------------------------------------
Thomas A. Richlovsky
Senior Vice President and Treasurer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED AS OF THE 25TH DAY OF JANUARY, 1999 BY
THE FOLLOWING PERSON IN THE CAPACITIES INDICATED:
<TABLE>
<S> <C>
/s/ DAVID A. DABERKO* Chairman and Chief Executive Officer
- -------------------------------------------- (Principal Executive Officer)
David A. Daberko
/s/ ROBERT G. SIEFERS Executive Vice President (Principal
- -------------------------------------------- Financial Officer)
Robert G. Siefers
/s/ THOMAS A. RICHLOVSKY Senior Vice President and Treasurer
- -------------------------------------------- (Principal Accounting Officer)
Thomas A. Richlovsky
/s/ SANDRA H. AUSTIN*
- --------------------------------------------
Sandra H. Austin
/s/ JON E. BARFIELD*
- --------------------------------------------
Jon E. Barfield
/s/ EDWARD B. BRANDON*
- --------------------------------------------
Edward B. Brandon
/s/ JOHN G. BREEN*
- --------------------------------------------
John G. Breen
/s/ JAMES S. BROADHURST*
- --------------------------------------------
James S. Broadhurst
- --------------------------------------------
John W. Brown
/s/ DUANE E. COLLINS*
- --------------------------------------------
Duane E. Collins
/s/ DAVID A. DABERKO*
- --------------------------------------------
David A. Daberko
/s/ DANIEL E. EVANS*
- --------------------------------------------
Daniel E. Evans
/s/ CLIFFORD L. GREENWALT*
- --------------------------------------------
Clifford L. Greenwalt
/s/ BERNADINE P. HEALY, M.D.*
- --------------------------------------------
Bernadine P. Healy, M.D.
/s/ DOROTHY A. JOHNSON*
- --------------------------------------------
Dorothy A. Johnson
</TABLE>
II-4
<PAGE> 25
<TABLE>
<S> <C>
/s/ JOSEPH H. LEMIUEX*
- --------------------------------------------
Joseph H. Lemiuex
- --------------------------------------------
W. Bruce Lunsford
/s/ ROBERT A. PAUL*
- --------------------------------------------
Robert A. Paul
/s/ WILLIAM P. ROEMER*
- --------------------------------------------
William P. Roemer
/s/ MICHAEL A. SCHULER*
- --------------------------------------------
Michael A. Schuler
/s/ STEPHEN A. STITLE*
- --------------------------------------------
Stephen A. Stitle
/s/ JEROME F. TATAR*
- --------------------------------------------
Jerome F. Tatar
/s/ MORRY WEISS*
- --------------------------------------------
Morry Weiss
</TABLE>
- ---------------
* Carlton E. Langer, Vice President and Assistant Secretary of the registrant,
as attorney-in-fact, signs this document on behalf of the above-named
directors pursuant to powers of attorney duly executed by such directors and
filed with the Securities and Exchange Commission contemporaneously herewith.
/s/ Carlton E. Langer
--------------------------------------
Carlton E. Langer
Attorney-in-Fact
II-5
<PAGE> 26
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S> <C>
1.1 Form of Underwriting Agreement*
4.1 Form of Senior Indenture*
4.2 Form of Subordinated Indenture*
4.3 Proposed forms of securities*
5.1 Opinion of National City Corporation Law Department*
12.1 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Ernst & Young LLP
23.2 Consent of KPMG LLP
23.3 Consent of National City Corporation Law Department
24.1 Power of Attorney of certain directors and officers
25.1 Statement of Eligibility on Form T-1
</TABLE>
- ---------------
* To be filed by amendment.
<PAGE> 1
Exhibit 12.1
NATIONAL CITY CORPORATION
RATIO OF EARNINGS TO COMBINED FIXED CHARGES & PREFERRED DIVIDENDS
FOR THE PERIODS INDICATED
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net income 1,070,681 1,122,194 993,516 828,000 819,000
Income tax expense 576,596 517,839 448,271 380,000 364,000
--------- --------- --------- --------- ---------
Pre-tax income 1,647,277 1,640,033 1,441,787 1,208,000 1,183,000
========= ========= ========= ========= =========
Fixed charges:
Interest on indebtedness (a) 998,753 738,923 611,741 673,000 420,000
Interest portion of rental expense 30,397 27,597 25,053 23,563 22,050
--------- --------- --------- --------- ---------
Fixed charges excluding interest on deposits 1,029,150 766,520 636,794 696,563 442,050
Preferred dividends (tax adjusted) 3,357 0 6,197 22,815 23,385
--------- --------- --------- --------- ---------
Fixed charges excluding interest on deposits
plus preferred dividends tax effected 1,032,507 766,520 642,991 719,378 465,435
Interest on deposits 1,846,276 1,813,251 1,862,084 1,975,000 1,478,700
--------- --------- --------- --------- ---------
Fixed charges including interest on deposits 2,875,426 2,579,771 2,498,878 2,671,563 1,920,750
Fixed charges including interest on deposits
plus preferred dividends tax effected 2,878,783 2,579,771 2,505,075 2,694,378 1,944,135
Ratio of earning to fixed charges:
Excluding interest on deposits 2.59 3.14 3.23 2.65 3.49
Including interest on deposits 1.57 1.64 1.57 1.44 1.60
</TABLE>
(a) Interest on indebtedness includes amortization of debt expense and discount
or premium relating to any indebtedness.
<PAGE> 1
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related Prospectus of National City
Corporation for the registration of $1 billion of Senior and Subordinated Debt
Securities and to the incorporation by reference therein of our report dated
January 21, 1999, with respect to the consolidated financial statements of
National City Corporation included in its Annual Report (Form 10-K) for the year
ended December 31, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Cleveland, Ohio
January 21, 1999
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
The Board of Directors
National City Corporation:
We consent to the use of our report relating to First of America Bank
Corporation incorporated herein by reference and to the reference of our firm
under the heading "Experts" in the prospectus.
/s/ KPMG LLP
Chicago, Illinois
January 25, 1999
<PAGE> 1
Exhibit 23.3
We hereby consent to the reference to us, as counsel for National City
Corporation under the caption "Legal Opinions" in the Prospectus comprising a
part of the Company's registration statement on Form S-3.
National City Corporation
Law Department
January 25, 1999
/s/ Carlton E. Langer
------------------------------
Carlton E. Langer
Assistant General Counsel
<PAGE> 1
Exhibit 24.1
DIRECTORS AND OFFICERS OF
NATIONAL CITY CORPORATION
REGISTRATION STATEMENT ON FORM S-3
POWER OF ATTORNEY
The undersigned Directors and Officers of National City Corporation, a
Delaware corporation (the "Corporation"), hereby constitute and appoint David L.
Zoeller, Carlton E. Langer and Thomas A. Richlovsky, and each of them, with full
power of substitution and resubstitution, as attorneys or attorney to sign for
us and in our names, in the capacities indicated below, under the Securities Act
of 1933, as amended, a Registration Statement on Form S-3 relating to the
registration of debt securities and any and all amendments and exhibits thereto,
including post-effective amendments, and any and all applications or other
documents to be filed with the Securities and Exchange Commission pertaining
thereto, with full power and authority to do and perform any and all acts and
things whatsoever required and necessary to be done in the premises, as fully to
all intents and purposes as we could do if personally present, hereby ratifying
and approving the acts of said attorneys, and any of them, and any such
substitute.
EXECUTED this 21st day of December, 1998.
/s/ Sandra H. Austin Director
- -----------------------------------
Sandra H. Austin
/s/ Jon E. Barfield Director
- -----------------------------------
Jon E. Barfield
/s/ Edward B. Brandon Director
- -----------------------------------
Edward B. Brandon
/s/ John G. Breen Director
- -----------------------------------
John G. Breen
/s/ James S. Broadhurst Director
- -----------------------------------
James S. Broadhurst
Director
- -----------------------------------
John W. Brown
<PAGE> 2
/s/ Duane E. Collins Director
- -----------------------------------
Duane E. Collins
/s/ David A. Daberko Chairman of the Board and Chief
- ----------------------------------- Executive Officer (Principal Executive
David A Daberko Officer)
/s/ Daniel E. Evans Director
- -----------------------------------
Daniel E. Evans
/s/ Clifford L. Greenwalt Director
- -----------------------------------
Clifford L. Greenwalt
/s/ Bernadine P. Healy Director
- -----------------------------------
/s/ Bernadine P. Healy, M.D.
/s/ Dorothy A. Johnson Director
- -----------------------------------
Dorothy A. Johnson
/s/ Joseph H. Lemieux Director
- -----------------------------------
Joseph H. Lemieux
Director
- -----------------------------------
W. Bruce Lunsford
/s/ Robert A. Paul Director
- -----------------------------------
Robert A. Paul
/s/ William F. Roemer Director
- -----------------------------------
William F. Roemer
/s/ Michael A. Schuler Director
- -----------------------------------
Michael A. Schuler
2
<PAGE> 3
/s/ Stephen A. Stitle Director
- -----------------------------------
Stephen A. Stitle
/s/ Jerome F. Tatar Director
- -----------------------------------
Jerome F. Tatar
/s/ Morry Weiss Director
- -----------------------------------
Morry Weiss
3
<PAGE> 1
EXHIBIT 25.1
================================================================================
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)
----------
NATIONAL CITY CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 34-1111088
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
National City Center
1900 East Ninth Street
Cleveland, Ohio 44114
(Address of principal executive offices) (Zip code)
----------
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.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------------
<S> <C>
Superintendent of Banks of the State of 2 Rector Street, New York,
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 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).
</TABLE>
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.
<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 January, 1999.
THE BANK OF NEW YORK
By: /s/VAN K. BROWN
------------------------------
Name: VAN K. BROWN
Title: ASSISTANT VICE PRESIDENT
<PAGE> 4
EXHIBIT 7
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 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>
ASSETS Dollar Amounts
in Thousands
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin. $7,301,241
Interest-bearing balances.......................... 1,385,944
Securities:
Held-to-maturity securities........................ 1,000,737
Available-for-sale securities...................... 4,240,655
Federal funds sold and Securities purchased under 971,453
agreements to resell...............................
Loans and lease financing receivables:
Loans and leases, net of unearned
income......................... .......38,788,269
LESS: Allowance for loan and lease losses...632,875
LESS: Allocated transfer risk reserve.............0
Loans and leases, net of unearned income,
allowance, and reserve........................... 38,155,394
Assets held in trading accounts....................... 1,307,562
Premises and fixed assets (including capitalized
leases)............................................ 670,445
Other real estate owned............................... 13,598
Investments in unconsolidated subsidiaries and
associated companies............................... 215,024
Customers' liability to this bank on acceptances
outstanding........................................ 974,237
Intangible assets..................................... 1,102,625
Other assets.......................................... 1,944,777
-----------
Total assets.......................................... $59,283,692
===========
LIABILITIES
Deposits:
In domestic offices................................ $26,930,258
Noninterest-bearing......................11,579,390
Interest-bearing.........................15,350,868
In foreign offices, Edge and Agreement
subsidiaries, and IBFs........................... 16,117,854
Noninterest-bearing.........................187,464
Interest-bearing.........................15,930,390
Federal funds purchased and Securities sold under
agreements to repurchase........................... 2,170,238
Demand notes issued to the U.S. Treasury.............. 300,000
Trading liabilities................................... 1,310,867
Other borrowed money:
With remaining maturity of one year or less........ 2,549,479
With remaining maturity of more than one year
through three years.............................. 0
With remaining maturity of more than three years... 46,654
Bank's liability on acceptances executed and
outstanding........................................ 983,398
Subordinated notes and debentures..................... 1,314,000
Other liabilities..................................... 2,295,520
Total liabilities..................................... 54,018,268
EQUITY CAPITAL
Common stock.......................................... 1,135,284
Surplus............................................... 731,319
Undivided profits and capital reserves................ 3,385,227
Net unrealized holding gains (losses) on
available-for-sale securities...................... 51,233
Cumulative foreign currency translation adjustments... (37,639)
Total equity capital.................................. 5,265,424
-----------
Total liabilities and equity capital.................. $59,283,692
===========
</TABLE>
I, Robert E. Keilman, 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.
Robert E. Keilman
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.
J. Carter Bacot )
Thomas A. Renyi ) Directors
Alan R. Griffith )
- --------------------------------------------------------------------------------
