<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 18, 1997
REGISTRATION NO. 33-77738
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ECHO BAY MINES LTD.
and
ECHO BAY RESOURCES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ECHO BAY MINES, LTD.
INCORPORATED UNDER ECHO BAY MINES LTD.
THE LAWS OF NONE
CANADA ECHO BAY RESOURCES, INC.--
ECHO BAY RESOURCES, INC.--DELAWARE 52-1872784
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
6400 SOUTH FIDDLER'S GREEN CIRCLE, SUITE 1000
ENGLEWOOD, COLORADO 80111
(303) 714-8600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
RICHARD C. KRAUS
6400 SOUTH FIDDLER'S GREEN CIRCLE, SUITE 1000
ENGLEWOOD, COLORADO 80111
(303) 714-8600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES TO:
DAVID A. SPENCER
MILNER FENERTY
RONALD R. LEVINE II 30TH FLOOR WILLIAM P. ROGERS JR.
DAVIS, GRAHAR & STUBBS LLP 700 - 9TH AVENUE S.W. CRAVATH, SWAINE & MOORE
370 17TH STREET, SUITE 4700 CALGARY, ALBERTA 825 EIGHTH AVENUE
DENVER, COLORADO 80202 T2P 4A7 NEW YORK, NY, 10019
(303) 892-9400 (403) 268-7000 (212) 474-1000
------------------------
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.
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 number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
================================================================================
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
<TABLE>
<C> <S>
1.1 Underwriting Agreement for Capital Securities(3)
3.1 Certificate of Incorporation of EBR(2)
3.2 By-laws of EBR(2)
4.1 Indenture for Capital Securities(3)
4.2 Form of Debt Security (included in Exhibit 4.1)(3)
4.3 Indenture Supplement for Capital Securities(3)
4.4 Form of Indenture for Guaranteed Debt Securities(2)
4.5 Form of Guaranteed Debt Security (included in Exhibit 4.5)(2)
5.1 Opinion and Consent of Milner Fenerty(2)
5.2 Opinion and Consent of Davis, Graham & Stubbs, L.L.C.(2)
12.1 Statement re Computation of Ratios(2)
23.1 Consent of Ernst & Young(2)
23.2 Consent of Milner Fenerty - see Exhibit 5.1(2)
23.3 Consent of Davis, Graham & Stubbs, L.L.C. - see Exhibit 5.2(2)
24.1 Power of Attorney of Peter Clarke(2)
24.2 Powers of Attorney of other directors and officers(2)
24.3 Power of Attorney of Echo Bay Mines Ltd.(1)
24.4 Power of Attorney of Echo Bay Resources Inc.(1)
25.1 Statement of Eligibility on Form T-1(1)
</TABLE>
- ---------------
(1) Filed herewith.
(2) Previously filed with the Company's and Resources' Registration Statement
on Form S-3 filed with the Commission (Reg. No. 33-77738).
(3) To be filed in a Current Report on Form 8-K.
II-1
<PAGE> 3
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 Post-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Denver, Colorado on the 17th day of
March, 1997.
ECHO BAY MINES LTD.
By: Richard C. Kraus*
-----------------------------------
Richard C. Kraus, Chief Executive
Officer, President and
U.S. Authorized Representative
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed below
by the foregoing persons in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Richard C. Kraus* President and Chief Executive March 17, 1997
- ------------------------------------- Officer (Principal Executive
Richard C. Kraus Officer)
Peter H. Cheesbrough* Senior Vice-President, Finance and March 17, 1997
- ------------------------------------- Chief Financial Officer
Peter H. Cheesbrough
Gerald A. Tywoniuk* Vice President, Controller and March 17, 1997
- ------------------------------------- Principal Accounting Officer
Gerald A. Tywoniuk
JOHN N. ABELL* )
LATHAM C. BURNS* )
PETER CLARKE* )
RICHARD C. KRAUS* ) A majority of the Board of Directors March 17, 1997
ROBERT L. LECLERC* )
JOHN F. McOUAT* )
R. GEOFFREY P. STYLES* )
*By: /s/ David A. Spencer
---------------------------------
Attorney-in-Fact
</TABLE>
II-2
<PAGE> 4
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 Post-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Denver, Colorado on the 17th day of
March, 1997.
ECHO BAY RESOURCES, INC.
By: Richard C. Kraus*
-----------------------------------
Richard C. Kraus, Chairman, Chief
Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed below
by the following persons in the capacities and on the date indicated.
<TABLE>
<S> <C> <C>
Richard C. Kraus* Chairman, Chief Executive Officer March 17, 1997
- ------------------------------------- and President (Principal Executive
Richard C. Kraus Officer) and Director
Peter H. Cheesbrough* Senior Vice-President (Principal March 17, 1997
- ------------------------------------- Financial Officer and Principal
Peter H. Cheesbrough Accounting Officer)
Robert L. Leclerc* Director March 17, 1997
- -------------------------------------
Robert L. Leclerc
*By: /s/ Ronald R. Levine II
---------------------------------
Ronald R. Levine II
Attorney-in-Fact
</TABLE>
II-3
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DOCUMENT NUMBER
------- --------------------------------------------------------------------- -----
<C> <S> <C>
1.1 Underwriting Agreement for Capital Securities(3)
3.1 Certificate of Incorporation of EBR(2)
3.2 By-laws of EBR(2)
4.1 Indenture for Capital Securities(3)
4.2 Form of Debt Security (included in Exhibit 4.1)(3)
4.3 Indenture Supplement for Capital Securities(3)
4.4 Form of Indenture for Guaranteed Debt Securities(2)
4.5 Form of Guaranteed Debt Security (included in Exhibit 4.5)(2)
5.1 Opinion and Consent of Milner Fenerty(2)
5.2 Opinion and Consent of Davis, Graham & Stubbs, L.L.C.(2)
12.1 Statement re Computation of Ratios(2)
23.1 Consent of Ernst & Young(2)
23.2 Consent of Milner Fenerty - see Exhibit 5.1(2)
23.3 Consent of Davis, Graham & Stubbs, L.L.C. - see Exhibit 5.2(2)
24.1 Power of Attorney of Peter Clarke(2)
24.2 Powers of Attorney of other directors and officers(2)
24.3 Power of Attorney of Echo Bay Mines Ltd.(1)
24.4 Power of Attorney of Echo Bay Resources Inc.(1)
25.1 Statement of Eligibility on Form T-1(1)
</TABLE>
- ---------------
(1) Filed herewith.
(2) Previously filed with the Company's and Resources' Registration Statement
on Form S-3 filed with the Commission (Reg. No. 33-77738).
(3) To be filed in a Current Report on Form 8-K.
<PAGE> 1
EXHIBIT 24.3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, each of the undersigned, directors and/or
officers of Echo Bay Mines Ltd. (the "Company"), hereby constitutes and
appoints ROBERT L. LECLERC and MICHAEL GLUCKMAN and DAVID A. SPENCER and RONALD
R. LEVINE, II or any one of them, his true and lawful attorney or attorneys and
agent or agents to do any and all acts and to execute in his name, place and
stead in such capacity or capacities (whether on behalf of the Company or
otherwise) any and all instruments which said attorney or attorneys and agent
or agents may deem necessary or advisable to enable the Company and each of the
undersigned to comply with the United States Securities Act of 1933, as
amended, (the "1933 Act") and any rules, regulations, requirements or requests
of the Securities and Exchange Commission thereunder or in respect thereof in
connection with the shelf registration under the 1933 Act of debt and equities
of the Company including specifically, but without limiting the generality of
the foregoing, power and authority to execute the respective names of the
undersigned directors and/or officers as indicated below (whether on behalf of
the Company or as a director and/or officer of the Company or by attesting the
seal of the Company or otherwise) to a registration statement on Form S-3 or
any other appropriate form covering the securities, and any supplement or
amendment thereto (including post-effective amendment) and any amendment to any
such amendment, as well as any subsequent registration statement filed pursuant
to Rule 462(b) under the 1933 Act, and each of the undersigned does hereby
ratify and confirm all that such attorney or attorneys and agent or agents or
any one of them shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed these presents
this 17th day of March, 1997.
/s/ John N. Abell
- --------------------------- -----------------------------
John N. Abell, Director Latham C. Burns, Director
- --------------------------- -----------------------------
Pierre Choquette, Director John Gilray Christy, Director
- --------------------------- -----------------------------
Peter Clarke, Director Carlos A. Ferrer, Director
/s/ Richard C. Kraus /s/ Robert L. Leclerc
- --------------------------- -----------------------------
Richard C. Kraus, President Robert L. Leclerc, Q.C.,
and Chief Executive Chairman and Director
Officer and Director
- --------------------------- -----------------------------
John F. McOuat, Director Monica E. Sloan, Director
/s/ R. Geoffrey P. Styles
- ---------------------------
R. Geoffrey P. Styles, Director
/s/ Peter H. Cheesbrough /s/ Gerald A. Tywoniuk
- --------------------------- -----------------------------
Peter H. Cheesbrough, Senior Gerald A. Tywoniuk, Vice-President,
Vice-President, Finance Controller and Principal Accounting
and Chief Financial Officer Officer
<PAGE> 1
EXHIBIT 24.4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, each of the undersigned, directors and/or
officers of Echo Bay Resources Inc. (the "Company"), hereby constitutes and
appoints ROBERT L. LECLERC and MICHAEL GLUCKMAN and DAVID A. SPENCER and RONALD
R. LEVINE, II or any one of them, his true and lawful attorney or attorneys and
agent or agents to do any and all acts and to execute in his name, place and
stead in such capacity or capacities (whether on behalf of the Company or
otherwise) any and all instruments which said attorney or attorneys and agent
or agents may deem necessary or advisable to enable the Company and each of the
undersigned to comply with the United States Securities Exchange Act of 1933,
as amended, (the "1933 Act") and any rules, regulations, requirements or
requests of the Securities and Exchange Commission thereunder or in respect
thereof in connection with the shelf registration under the 1933 Act of debt
and equities of the Company including specifically, but without limiting the
generality of the foregoing, power and authority to execute the respective
names of the undersigned directors and/or officers as indicated below (whether
on behalf of the Company or as a director and/or officer of the Company or by
attesting the seal of the Company or otherwise) to a registration statement on
Form S-3 or any other appropriate form covering the securities, and any
supplement or amendment thereto (including post-effective amendment) and any
amendment to any such amendment, as well as any subsequent registration
statement filed pursuant to Rule 462(b) under the 1933 Act, and each of the
undersigned does hereby ratify and confirm all that such attorney or attorneys
and agent or agents or any one of them shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed these presents
this 17th day of March, 1997.
/s/ Robert L. Leclerc
- -------------------------------
Robert L. Leclerc, Director
/s/ Richard C. Kraus
- -------------------------------
Richard C. Kraus, Director,
Chairman, Chief Executive
Officer and President
/s/ Peter H. Cheesbrough
- -------------------------------
Peter H. Cheesbrough, Senior
Vice-President (Principal
Financial Officer and
Principal Accounting Officer)
<PAGE> 1
EXHIBIT 25.1
________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2) ___________
______________________________
BANKERS TRUST COMPANY
(Exact name of trustee as specified in its charter)
NEW YORK 13-4941247
(Jurisdiction of Incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification no.)
FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
(Address of principal (Zip Code)
executive offices)
BANKERS TRUST COMPANY
LEGAL DEPARTMENT
130 LIBERTY STREET, 31ST FLOOR
NEW YORK, NEW YORK 10006
(212) 250-2201
(Name, address and telephone number of agent for service)
_________________________________
(Name, address and telephone number of agent for service)
_________________________________________
ECHO BAY MINES LTD.
(Exact name of obligor as specified in its charter)
INCORPORATED UNDER THE LAWS OF CANADA NONE
(State or other jurisdiction of (I.R.S. employer
Incorporation or organization) Identification no.)
SUITE 1000, 6400 S. FIDDLERS GREEN CIRCLE
ENGLEWOOD, CO 80111-4957
(Address of principal executive offices) (Zip Code)
------------------------------
JUNIOR SUBORDINATED DEBENTURES
(Title of the indenture securities)
________________________________________________________________________________
<PAGE> 2
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee.
(a) Name and address of each examining or supervising
authority to which it is subject.
<TABLE>
<CAPTION>
NAME ADDRESS
---- -------
<S> <C>
Federal Reserve Bank (2nd District) New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, NY
</TABLE>
(b) Whether it is authorized to exercise corporate trust
powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the Trustee, describe each
such affiliation.
None.
ITEM 3. -15. NOT APPLICABLE
ITEM 16. LIST OF EXHIBITS.
EXHIBIT 1 - Restated Organization Certificate of Bankers
Trust Company dated August 7, 1990,
Certificate of Amendment of the Organization
Certificate of Bankers Trust Company dated
June 21, 1995 - Incorporated herein by
reference to Exhibit 1 filed with Form T-1
Statement, Registration No. 33- 65171, and
Certificate of Amendment of the Organization
Certificate of Bankers Trust Company dated
March 20, 1996, copy attached.
EXHIBIT 2 - Certificate of Authority to commence business
- Incorporated herein by reference to Exhibit
2 filed with Form T-1 Statement, Registration
No. 33-21047.
EXHIBIT 3 - Authorization of the Trustee to exercise
corporate trust powers - Incorporated herein
by reference to Exhibit 2 filed with Form T-1
Statement, Registration No. 33-21047.
EXHIBIT 4 - Existing By-Laws of Bankers Trust Company, as
amended on September 17, 1996 - Incorporated
herein by reference to Exhibit 4 filed with
Form T-1 Statement, Registration No.
333-15263.
-2-
<PAGE> 3
EXHIBIT 5 - Not applicable.
EXHIBIT 6 - Consent of Bankers Trust Company required by
Section 321(b) of the Act. - Incorporated
herein by reference to Exhibit 4 filed with
Form T-1 Statement, Registration No.
22-18864.
EXHIBIT 7 - A copy of the latest report of condition of
Bankers Trust Company dated as of
December 31, 1996.
EXHIBIT 8 - Not Applicable.
EXHIBIT 9 - Not Applicable.
-3-
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bankers Trust Company, 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 17th day of March, 1997.
BANKERS TRUST COMPANY
By: /s/ Matthew Seeley
-------------------------
Matthew Seeley
Vice President
-4-
<PAGE> 5
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Bankers Trust Company Call Date: 12/31/96 ST-BK:36-4840 FFIEC 031
Address: 130 Liberty Street Vendor ID: D CERT: 00623 Page RC-1
City, State ZIP: New York, NY 10006 11
FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3
</TABLE>
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS DECEMBER 31, 1996
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated,
reported the amount outstanding as of the last business day of the quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
C400
------------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1) ............................... 0081 1,545,000 1.a.
b. Interest-bearing balances(2) ........................................................ 0071 2,494,000 1.b.
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) .......................... 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) ........................ 1773 4,368,000 2.b.
3 Federal funds sold and securities purchased under agreements to resell in domestic offices
of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds sold .................................................................. 0276 3,651,000 3.a.
b. Securities purchased under agreements to resell ..................................... 0277 3,230,000 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C) RCFD 2122 27,239,000 4.a.
b. LESS: Allowance for loan and lease losses....................RCFD 3123 917,000 4.b.
c. LESS: Allocated transfer risk reserve .......................RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus 4.b and 4.c) .................................. 2125 28,889,000 4.d.
5. Assets held in trading accounts ............................................................ 3545 38,272,000 5.
6. Premises and fixed assets (including capitalized leases) ................................... 2145 914,000 6.
7. Other real estate owned (from Schedule RC-M) ............................................... 2150 213,000 7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) 2130 184,000 8.
9. Customers' liability to this bank on acceptances outstanding ............................... 2155 597,000 9.
10. Intangible assets (from Schedule RC-M) ..................................................... 2143 17,000 10.
11. Other assets (from Schedule RC-F) .......................................................... 2160 6,056,000 11.
12. Total assets (sum of items 1 through 11) ................................................... 2170 90,430,000 12.
-------------------
</TABLE>
__________________________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
<PAGE> 6
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Bankers Trust Company Call Date: 12/31/96 ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Vendor ID: D CERT: 00623 Page RC-2
City, State Zip: New York, NY 10006 12
FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3
</TABLE>
<TABLE>
<CAPTION>
SCHEDULE RC--CONTINUED
Dollar Amounts in Thousands Bil Mil Thou
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schefdule RC-E, part I) RCON 2200 11,985,000 13.a.
(1) Noninterest-bearing(1) ......................RCON 6631 2,734,000.......... 13.a.(1)
(2) Interest-bearing ............................RCON 6636 6,657,000.......... 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E
part II) RCFN 2200 21,619,000 13.b.
(1) Noninterest-bearing ........................RCFN 6631 654,000 13.b.(1)
(2) Interest-bearing ...........................RCFN 6636 22,731,000 13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase in
domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds purchased ........................................................... RCFD 0278 6,560,000 14.a.
b. Securities sold under agreements to repurchase .................................... RCFD 0279 120,000 14.b.
15. a. Demand notes issued to the U.S. Treasury .......................................... RCON 2840 0 15.a.
b. Trading liabilities ............................................................... RCFD 3548 19,172,000 15.b.
16. Other borrowed money:
a. With original maturity of one year or less ........................................ RCFD 2332 15,909,000 16.a.
b. With original maturity of more than one year ...................................... RCFD 2333 3,097,000 16.b.
17. Mortgage indebtedness and obligations under capitalized leases ......................... RCFD 2910 31,000 17.
18. Bank's liability on acceptances executed and outstanding ............................... RCFD 2920 597,000 18.
19. Subordinated notes and debentures ...................................................... RCFD 3200 1,229,000 19.
20. Other liabilities (from Schedule RC-G) ................................................. RCFD 2930 5,235,000 20.
21. Total liabilities (sum of items 13 through 20) ......................................... RCFD 2948 85,554,000 21.
22. Limited-life preferred stock and related surplus ....................................... RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus .......................................... RCFD 3838 600,000 23.
24. Common stock ........................................................................... RCFD 3230 1,001,000 24.
25. Surplus (exclude all surplus related to preferred stock) ............................... RCFD 3839 540,000 25.
26. a. Undivided profits and capital reserves ............................................ RCFD 3632 3,131,000 26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities ............ RCFD 8434 (14,000)26.b.
27. Cumulative foreign currency translation adjustments .................................... RCFD 3284 (382,000)27.
28. Total equity capital (sum of items 23 through 27) ...................................... RCFD 3210 4,876,000 28.
29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21, 22,
and 28) ................................................................................ RCFD 3300 90,430,000 29.
----------------------
</TABLE>
Memorandum
To be reported only with the March Report of Condition.
<TABLE>
<S> <C> <C> <C>
1. Indicate in the box at the right the number of the statement below that best describes the Number
most comprehensive level of auditing work performed for the bank by independent external ------
auditors as of any date during 1995 ....................................................... RCFD 6724 N/A M.1
</TABLE>
<TABLE>
<S> <C> <C> <C>
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
</TABLE>
- ----------------------
(1) Including total demand deposits and noninterest-bearing time and
savings deposits.
<PAGE> 7
State of New York,
Banking Department
I, PETER M. PHILBIN, Deputy Superintendent of Bank of the State of New
York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY UNDER
SECTION 8005 OF THE BANKING LAW," dated March 20, 1996, providing for an
increase in authorized capital stock from $1,351,666,670 consisting of
85,166,667 shares with a par value of $10 each designated as Common Stock and
500 shares with a par value of $1,000,000 each designated as Series Preferred
Stock to $1,501,666,670 consisting of 100,166,667 shares with a par value of
$10 each designated as Common Stock and 500 shares with a par value of
$1,000,000 each designated as Series Preferred Stock.
WITNESS, my hand and official seal of the Banking Department at the City of New
York, this 21ST day of MARCH in the Year of our Lord one thousand nine hundred
and NINETY-SIX.
Peter M. Philbin Deputy
----------------------------
Superintendent of Banks
<PAGE> 8
CERTIFICATE OF AMENDMENT
OF THE
ORGANIZATION CERTIFICATE
OF BANKERS TRUST
Under Section 8005 of the Banking Law
_____________________________
We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a
Managing Director and an Assistant Secretary of Bankers Trust Company, do
hereby certify:
1. The name of the corporation is Bankers Trust Company.
2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of march, 1903.
3. The organization certificate as heretofore amended is hereby
amended to increase the aggregate number of shares which the corporation shall
have authority to issue and to increase the amount of its authorized capital
stock in conformity therewith.
4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock
outstanding, which reads as follows:
"III. The amount of capital stock which the corporation is hereafter
to have is One Billion, Three Hundred Fifty One Million, Six Hundred
Sixty-Six Thousand, Six Hundred Seventy Dollars ($1,351,666,670),
divided into Eighty-Five Million, One Hundred Sixty-Six Thousand, Six
Hundred Sixty-Seven (85,166,667) shares with a par value of $10 each
designated as Common Stock and 500 shares with a par value of One
Million Dollars ($1,000,000) each designated as Series Preferred
Stock."
is hereby amended to read as follows:
"III. The amount of capital stock which the corporation is hereafter
to have is One Billion, Five Hundred One Million, Six Hundred
Sixty-Six Thousand, Six Hundred Seventy Dollars ($1,501,666,670),
divided into One Hundred Million, One Hundred Sixty Six Thousand, Six
Hundred Sixty-Seven (100,166,667) shares with a par value of $10 each
designated as Common Stock and 500 shares with a par value of One
Million Dollars ($1,000,000) each designated as Series Preferred
Stock."
<PAGE> 9
6. The foregoing amendment of the organization certificate was
authorized by unanimous written consent signed by the holder of all outstanding
shares entitled to vote thereon.
IN WITNESS WHEREOF, we have made and subscribed this certificate this
20th day of March , 1996.
James T. Byrne, Jr.
-----------------------------
James T. Byrne, Jr.
Managing Director
Lea Lahtinen
-----------------------------
Lea Lahtinen
Assistant Secretary
State of New York )
) ss:
County of New York )
Lea Lahtinen, being fully sworn, deposes and says that she is an
Assistant Secretary of Bankers Trust Company, the corporation described in the
foregoing certificate; that she has read the foregoing certificate and knows
the contents thereof, and that the statements herein contained are true.
Lea Lahtinen
-----------------------------
Lea Lahtinen
Sworn to before me this 20th day
of March, 1996.
Sandra L. West
- -------------------------------
Notary Public
SANDRA L. WEST Counterpart filed in the
Notary Public State of New York Office of the Superintendent of
No. 31-4942101 Banks, State of New York,
Qualified in New York County This 21st day of March, 1996
Commission Expires September 19, 1996
