<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 5, 1996.
REG. NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
OKLAHOMA GAS AND ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
------------------------------
<TABLE>
<S> <C>
OKLAHOMA 73-0382390
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
101 NORTH ROBINSON, P.O. BOX 321, OKLAHOMA CITY, OKLAHOMA 73101-0321 TELEPHONE:
(405) 553-3000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
JAMES G. HARLOW, JR.
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
OKLAHOMA GAS AND ELECTRIC COMPANY
101 NORTH ROBINSON, P.O. BOX 321
OKLAHOMA CITY, OKLAHOMA 73101-0321
(405) 553-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
<TABLE>
<S> <C>
WITH COPY TO: WITH COPY TO:
PETER D. CLARKE, ESQ. ROBERT A. YOLLES, ESQ.
Gardner, Carton & Douglas Jones, Day, Reavis & Pogue
321 North Clark Street 77 West Wacker Drive
Chicago, Illinois 60610 Chicago, Illinois 60601
(312) 245-8685 (312) 782-3939
</TABLE>
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the Registration Statement becomes effective.
------------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
First Mortgage Bonds.............................. (1) (1) (2) NA
Senior Notes...................................... (1) (1) (2) NA
Total............................................. $300,000,000(3) $103,449
</TABLE>
(1) Not applicable pursuant to the Note following the Calculation Fee table and
General Instruction II.D. to Form S-3.
(2) In no event will the aggregate maximum offering price of all securities
issued pursuant to this Registration Statement exceed $300,000,000.
(3) Calculated pursuant to Rule 457(o) under the Securities Act of 1933.
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, APRIL 5, 1996
PROSPECTUS
OKLAHOMA GAS AND ELECTRIC COMPANY
SENIOR NOTES
---------------
Oklahoma Gas and Electric Company, an Oklahoma corporation (the "Company"),
may offer from time to time up to $300,000,000 aggregate principal amount of its
senior notes (the "New Notes"), in one or more series on terms to be determined
at the time or times of sale. The specific terms of each issue of New Notes,
together with the terms of the offering of such issue, will be set forth in an
accompanying prospectus supplement (a "Prospectus Supplement"). The applicable
Prospectus Supplement will set forth with regard to the particular New Notes
being offered (the "Offered Notes"), the designation or designations, aggregate
principal amount, rate or rates (or method of calculation) and times and place
of any payment of interest, maturity or maturities, offering price, any sinking
fund or other redemption terms and other specific terms of such Offered Notes.
The New Notes will be represented either by Global Securities registered in
the name of The Depository Trust Company ("DTC"), as depository ("Depository"),
or its nominee, or by securities in certificated form issued to the registered
owners thereof, as set forth in the applicable Prospectus Supplement. Interests
in Global Securities will be shown on, and transfers thereof will be effected
only through, records maintained by the Depository and its participants. Global
Securities will not be issuable as certificated securities except in
circumstances described herein or in the applicable Prospectus Supplement.
The New Notes may be sold through underwriters or dealers, directly to a
limited number of institutional purchasers or through agents. See "PLAN OF
DISTRIBUTION." The applicable Prospectus Supplement will set forth the names of
such underwriters, dealers or agents, if any, any applicable commissions or
discounts and the amount and use of net proceeds from such sale. See "PLAN OF
DISTRIBUTION" for possible indemnification arrangements for underwriters,
dealers, agents and purchasers.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS , 1996.
<PAGE>
OKLAHOMA GAS AND ELECTRIC COMPANY
Oklahoma Gas and Electric Company, an Oklahoma corporation (the "Company")
incorporated in 1902 under the laws of the Territory of Oklahoma, is an electric
public utility company with its principal executive offices located at 101 North
Robinson, P.O. Box 321, Oklahoma City, Oklahoma 73101-0321. Telephone (405)
553-3000.
The Company is the largest operating electric utility in Oklahoma. The
Company owns and operates an interconnected electric production, transmission
and distribution system which includes eight active generating stations with a
total capability of 5,647,300 kilowatts. The Company's wholly-owned subsidiary,
Enogex Inc., owns and operates more than 3,000 miles of natural gas transmission
and gathering pipeline and, through its wholly-owned subsidiaries, has interests
in five gas processing plants, markets natural gas and natural gas products and
invests in the exploration and production of natural gas. (See "Restructuring"
below.) The Company furnishes retail electric service in 274 communities and
contiguous rural and suburban territories in Oklahoma and western Arkansas
(population served estimated by the Company at 1,700,000). It also sells
electric energy at wholesale for resale in five communities and to two rural
electric cooperatives in those states. The area served by the Company embraces
approximately 30,000 square miles, which includes Oklahoma City, the largest
city in Oklahoma, and the section of Arkansas in the general area of Ft. Smith,
the second largest city in Arkansas. Of the total 279 communities served, 248
are located in Oklahoma and 31 in Arkansas. Approximately 91% of the Company's
electric operating revenues for the year ended December 31, 1995, was derived
from sales in Oklahoma and approximately 9% from sales in Arkansas.
RESTRUCTURING
The Company has proposed a corporate restructuring (the "Restructuring")
under which it will become the subsidiary of a newly-formed holding company (the
"Holding Company"), and the Company's Common Stock will be exchanged on a
share-for-share basis for Common Stock of the Holding Company. The shareowners
of the Company approved the Restructuring at a special meeting of shareowners on
November 16, 1995. Following the Restructuring, Enogex Inc. will become a direct
subsidiary of the Holding Company and will cease to be a subsidiary of the
Company. The Company's Annual Report on Form 10-K for the year ended December
31, 1995, filed with the Securities and Exchange Commission (the "Commission")
and incorporated by reference in this Prospectus, includes pro forma financial
information for the Company as of December 31, 1995 and December 31, 1994, and
each of the three years in the period ended December 31, 1995, after giving
effect to the Restructuring and the transfer by the Company of Enogex Inc. and
its subsidiaries ("Enogex") to the Holding Company as if they had occurred on
January 1, 1993. The Restructuring is subject to certain conditions, including
the receipt of regulatory approvals. It is presently expected that the
Restructuring will be consummated during the third quarter of 1996. The New
Notes and other outstanding indebtedness of the Company will not be transferred
or exchanged in the Restructuring and, following the Restructuring, will remain
direct obligations of the Company with the same terms as in effect immediately
prior to the Restructuring.
INFORMATION INCORPORATED BY REFERENCE
The Form 10-K Annual Report of the Company for the year ended December 31,
1995, as filed by the Company with the Commission, is incorporated herein by
reference.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
after the date of this Prospectus and prior to the termination of this offering
shall be deemed to be incorporated by reference in this Prospectus from the
respective dates of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference in this
Prospectus shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained in this Prospectus or in any
other subsequently filed document which also is or is deemed to be incorporated
2
<PAGE>
by reference in this Prospectus modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person
(including any beneficial owner) to whom this Prospectus has been delivered, on
the request of any such person, a copy of any or all of the documents referred
to above which have been or may be incorporated in this Prospectus by reference,
other than certain exhibits to such documents. Written or telephone requests for
such copies should be directed to Ms. Irma B. Elliott, Secretary, Oklahoma Gas
and Electric Company, 101 North Robinson, P.O. Box 321, Oklahoma City, Oklahoma
73101-0321, (405) 553-3196.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange
Act, and in accordance therewith files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information on file can be inspected and copied at the public reference offices
of the Commission currently at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549; 500 West Madison Street, Chicago, Illinois 60661; and 7 World Trade
Center, New York, New York 10048; and copies of such material can be obtained
from the Public Reference Section of the Commission at its principal office at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In
addition, reports, proxy material and other information concerning the Company
may be inspected at the Library of the New York Stock Exchange, 20 Broad Street,
New York, New York 10015, and at the offices of the Pacific Stock Exchange, 301
Pine Street, San Francisco, California 94104 and 618 South Spring Street, Los
Angeles, California 90014, on which exchanges the Company's Common Stock is
listed. The Company is not required to, and does not, provide annual reports to
holders of its debt securities unless specifically requested by a holder.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is made to the
Registration Statement.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the New
Notes will be used (i) in connection with the payment at maturity or the
redemption, refunding, refinancing or purchase of certain currently outstanding
preferred stock and/or first mortgage bonds of the Company (the "Prior
Securities") and (ii) for general corporate purposes (including payment of
short-term debt incurred to finance construction expenditures and for issuance
costs). The specific allocation of the net proceeds of a particular series of
Offered Notes and information relating to the particular Prior Securities, if
any, to be paid at maturity, redeemed, refunded, refinanced or purchased will be
described in the applicable Prospectus Supplement. Unless otherwise indicated in
the applicable Prospectus Supplement, any Prior Securities purchased will be
purchased at a price not in excess of the then-current redemption price
applicable to such securities. In case of the redemption, refunding or purchase
of Prior Securities, proceeds of the Offered Notes may be applied to pay any
redemption premium or purchase price in excess of the principal amount.
3
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
(UNAUDITED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------------
1995 1994 1993 1992 1991
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Consolidated Ratio of Earnings to Fixed Charges............................. 3.46 3.57 3.30 3.01 3.62
Pro Forma Ratio of Earnings to Fixed Charges................................ 3.59 3.75 3.38 2.99 3.63
</TABLE>
For purposes of these ratios, "Earnings" consist of the aggregate of net
income, taxes on income, investment tax credit (net) and "fixed charges." "Fixed
charges" consist of interest on long-term debt, related amortization, interest
on short-term borrowings and a calculated portion of rents considered to be
interest. The pro forma ratios (which exclude the results of Enogex) give effect
to the Restructuring and the transfer by the Company of Enogex to the Holding
Company as if they occurred at January 1, 1991.
The annual interest requirements on the long-term debt of the Company and
its subsidiaries outstanding at December 31, 1995, was $60,185,812. On a pro
forma basis, the annual interest requirements on the Company's long-term debt
outstanding at December 31, 1995 was $51,915,212.
SELECTED CONSOLIDATED AND PRO FORMA FINANCIAL INFORMATION
The following table presents selected financial information of the Company
on a consolidated basis and pro forma basis. The pro forma income summary gives
effect to the Restructuring described under the caption "OKLAHOMA GAS AND
ELECTRIC COMPANY -- Restructuring" and the transfer of Enogex to the new Holding
Company, as if they had occurred at January 1, 1993. The pro forma
capitalization summary gives effect to the Restructuring and the transfer of
Enogex as if they had occurred at December 31, 1995. The following financial
information is presented in thousands, except percentages:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------
1995 1994 1993
------------------ ------------- -------------
<S> <C> <C> <C>
Income Summary:
Operating Revenues............................................ $ 1,302,037 $ 1,355,168 $ 1,447,252
Operating Income.............................................. 202,147 200,466 195,153
Net Income.................................................... 125,256 123,785 114,277
Pro Forma Income Summary (unaudited)(1)(2):
Operating Revenues............................................ $ 1,168,287 $ 1,196,898 $ 1,282,816
Operating Income.............................................. 181,017 180,824 175,997
Net Income.................................................... 112,544 113,795 104,730
</TABLE>
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1995
------------------------------------------------------
PRO FORMA(1)(2)
--------------------------
ACTUAL
-------------------------- (UNAUDITED)
AMOUNT % AMOUNT %
------------- ----------- ------------- -----------
<S> <C> <C> <C> <C>
Capitalization Summary:
Long-Term Debt........................................... $ 843,862 46.08% $ 723,862 45.49%
Preferred Stock.......................................... 49,939 2.73 49,939 3.14
Common Stock Equity...................................... 937,535 51.19 817,292 51.37
------------- ----------- ------------- -----------
$ 1,831,336 100.00% $ 1,591,093 100.00%
------------- ----------- ------------- -----------
------------- ----------- ------------- -----------
<FN>
- ------------------------
(1) Enogex's assets, liabilities, equity and results of operations have been
eliminated from consolidated Company amounts to reflect the transfer of
ownership and control of Enogex from the Company to the Holding Company.
(2) After the transaction, the Company will not retain ownership of Enogex.
Consequently, intercompany transactions between the Company and Enogex have
not been eliminated in the pro forma financial information. The most
significant intercompany transactions are transmission fees and related
charges to the Company from Enogex, whose core business has been to
transport natural gas to the Company's power plants. The amounts of these
charges were $44.3 million for the year ended December 31, 1995; $44.8
million for the year ended December 31, 1994 and $54.9 million for the year
ended December 31, 1993.
</TABLE>
4
<PAGE>
DESCRIPTION OF NEW NOTES
GENERAL
Each series of New Notes is to be an initial issue of a new series of senior
notes (the "Senior Notes") issued under the Indenture dated October 1, 1995, as
supplemented by Supplemental Indenture No. 1, dated October 16, 1995 and as to
be further supplemented by a new supplemental indenture for such series of New
Notes (collectively, the "Senior Note Indenture") between the Company and
Boatmen's First National Bank of Oklahoma, as trustee (the "Senior Note
Trustee"). The following summaries of certain provisions of the Senior Note
Indenture do not purport to be complete and are subject to, and qualified in
their entirety by, all of the provisions of the Senior Note Indenture which is
an exhibit to the Registration Statement of which this Prospectus is a part and
which is incorporated herein by this reference. Unless otherwise indicated,
references to Section numbers under this caption are references to the Section
numbers of the Senior Note Indenture.
Until the Release Date (as defined below), the Senior Notes (including the
New Notes) will be secured by one or more series of the Company's first mortgage
bonds issued and delivered by the Company to the Senior Note Trustee. See
"Security; Release Date." ON THE RELEASE DATE, THE SENIOR NOTES (INCLUDING THE
NEW NOTES) WILL CEASE TO BE SECURED BY FIRST MORTGAGE BONDS, WILL BECOME
UNSECURED GENERAL OBLIGATIONS OF THE COMPANY AND WILL RANK ON A PARITY WITH
OTHER UNSECURED INDEBTEDNESS OF THE COMPANY. As of the date of this Prospectus,
the Company had issued two series of Senior Notes in the aggregate principal
amount of $220 million (the "Prior Senior Notes"). The Senior Note Indenture
provides that, in addition to the New Notes offered hereby, additional Senior
Notes may be issued thereunder, without limitation as to aggregate principal
amount, provided that, prior to the Release Date, the amount of Senior Notes
that may be issued and outstanding cannot exceed the amount of first mortgage
bonds that the Company is able to issue under its First Mortgage Indenture. See
"FIRST MORTGAGE BONDS AND FIRST MORTGAGE INDENTURE -- Issuance of Additional
Bonds." At December 31, 1995, the Company could issue more than $900 million of
additional first mortgage bonds at an assumed 8.2% interest rate.
There is no requirement under the Senior Note Indenture that future issues
of debt securities of the Company be issued under the Senior Note Indenture, and
the Company will be free to employ other indentures or documentation, containing
provisions different from those included in the Senior Note Indenture or
applicable to one or more issues of Senior Notes (including the New Notes), in
connection with future issues of such other debt securities.
The Senior Note Indenture provides that the New Notes will be issued in one
or more series, may be issued at various times, may have differing maturity
dates and may bear interest at differing rates. The Prospectus Supplement
applicable to each issue of Offered Notes will specify: (1) the designation and
aggregate principal amount of such Offered Notes; (2) the date on which such
Offered Notes will mature; (3) the interest rate or rates, or method of
calculation of such rate or rates, on such Offered Notes, and the date from
which such interest shall accrue; (4) the dates on which such interest will be
payable; (5) the record dates for payments of interest; (6) any redemption
terms; (7) the period or periods within which, the price or prices at which and
the terms and conditions upon which such Offered Notes may be repaid, in whole
or in part, at the option of the holder thereof; and (8) other specific terms
applicable to such Offered Notes. Unless otherwise indicated in the applicable
Prospectus Supplement, the New Notes will be denominated in United States
currency in minimum denominations of $1,000 and integral multiples thereof,
except that the denomination of any New Note issued in the form of a Global
Security will not exceed $200,000,000 without the approval of the Depository.
Unless otherwise indicated in the applicable Prospectus Supplement, there
are no provisions in the Senior Note Indenture or the New Notes that require the
Company to redeem, or permit the holders to cause a redemption of, the New Notes
or that otherwise protect the holders in the event that the Company incurs
substantial additional indebtedness, whether or not in connection with a change
in control of the Company. However, any change in control transaction that
involves the incurrence of additional long-term indebtedness (as notes, first
mortgage bonds or otherwise) by the Company in
5
<PAGE>
such a transaction would require approval of state utility regulatory
authorities and, possibly, of federal utility regulatory authorities. (See
"OKLAHOMA GAS AND ELECTRIC COMPANY -- Restructuring.") Management believes that
such approvals would be unlikely in any transaction that would result in the
Company, or a successor to the Company, having a highly leveraged capital
structure.
REGISTRATION, TRANSFER AND EXCHANGE
New Notes of any series will be exchangeable for other New Notes of the same
series of any authorized denominations and of a like aggregate principal amount
and tenor. (Section 2.06)
Unless otherwise indicated in the applicable Prospectus Supplement, New
Notes may be presented for registration of transfer (duly endorsed or
accompanied by a duly executed written instrument of transfer), at the office of
the Senior Note Trustee and maintained for such purpose with respect to any
series of New Notes and referred to in the applicable Prospectus Supplement,
without service charge and upon payment of any taxes and other governmental
charges as described in the Senior Note Indenture. Such transfer or exchange
will be effected upon being satisfied with the documents of title and indemnity
of the person making the request. (Sections 2.06 and 2.07)
In the event of any redemption of New Notes of any series, the Senior Note
Trustee will not be required to exchange or register a transfer of any New Notes
of such series selected, called or being called for redemption except, in the
case of any New Note to be redeemed in part, the portion thereof not to be so
redeemed. (Section 2.06) See "BOOK-ENTRY SYSTEM."
PAYMENT AND PAYING AGENTS
Principal of and interest and premium, if any, on New Notes issued in the
form of Global Securities will be paid in the manner described below under the
caption "BOOK-ENTRY SYSTEM." Unless otherwise indicated in the applicable
Prospectus Supplement, interest on New Notes that are in the form of
certificated securities will be paid by check to the person entitled thereto as
such person's name appears in the register for the New Notes maintained by the
Senior Note Trustee; however, a holder of Senior Notes of one or more series
under the Senior Note Indenture in the aggregate principal amount of $10,000,000
or more having the same interest payment dates will be entitled to receive
payments of interest on such series by wire transfer of immediately available
funds to a bank within the continental United States if appropriate wire
transfer instructions have been received by the Senior Note Trustee on or prior
to the applicable regular record date. (Section 2.12) Unless otherwise indicated
in the applicable Prospectus Supplement, the principal of, and interest at
maturity and premium, if any, on New Notes in the form of certificated
securities will be payable in immediately available funds at the office of the
Senior Note Trustee. (Section 2.12)
All monies paid by the Company to a paying agent for the payment of
principal of, interest or premium, if any, on any New Note which remain
unclaimed at the end of two years after such principal, interest or premium
shall have become due and payable will be repaid to the Company and the holder
of such New Note will thereafter look only to the Company for payment thereof.
(Section 5.04)
SECURITY; RELEASE DATE
Until the Release Date, the Senior Notes (including the New Notes) will be
secured by one or more series of the Company's first mortgage bonds ("Senior
Note Mortgage Bonds") issued and delivered by the Company to the Senior Note
Trustee (see "FIRST MORTGAGE BONDS AND FIRST MORTGAGE INDENTURE"). Upon the
issuance of a series of Senior Notes (including the New Notes) prior to the
Release Date, the Company will simultaneously issue and deliver to the Senior
Note Trustee, as security for all Senior Notes, a series of Senior Note Mortgage
Bonds that will have the same stated rate or rates of interest (or interest
calculated in the same manner), interest payment dates, stated maturity date and
redemption provisions, and will be in the same aggregrate principal amount as
the series of the Senior Notes (including the New Notes) being issued. (Section
4.10) Payment by the Company to the Senior Note Trustee of principal of,
premium, if any, and interest on,
6
<PAGE>
a series of Senior Note Mortgage Bonds will be applied by the Senior Note
Trustee to satisfy the Company's obligations with respect to principal of,
premium, if any, and interest on, the Senior Notes. (Section 4.11) THE RELEASE
DATE WILL BE THE DATE THAT ALL FIRST MORTGAGE BONDS ("FIRST MORTGAGE BONDS") OF
THE COMPANY ISSUED AND OUTSTANDING UNDER THE FIRST MORTGAGE INDENTURE
(HEREINAFTER DEFINED), OTHER THAN SENIOR NOTE MORTGAGE BONDS, HAVE BEEN RETIRED
(AT, BEFORE OR AFTER THE MATURITY THEREOF) THROUGH PAYMENT, REDEMPTION OR
OTHERWISE (INCLUDING THOSE FIRST MORTGAGE BONDS DEEMED TO BE PAID WITHIN THE
MEANING OF THE FIRST MORTGAGE INDENTURE). ON THE RELEASE DATE, THE SENIOR NOTE
TRUSTEE WILL DELIVER TO THE COMPANY FOR CANCELLATION ALL SENIOR NOTE MORTGAGE
BONDS AND THE COMPANY WILL CAUSE THE SENIOR NOTE TRUSTEE TO PROVIDE NOTICE TO
ALL HOLDERS OF SENIOR NOTES (INCLUDING THE NEW NOTES) OF THE OCCURRENCE OF THE
RELEASE DATE. AS A RESULT, ON THE RELEASE DATE, THE SENIOR NOTE MORTGAGE BONDS
SHALL CEASE TO SECURE THE SENIOR NOTES (INCLUDING THE NEW NOTES), AND THE SENIOR
NOTES (INCLUDING THE NEW NOTES) WILL BECOME UNSECURED GENERAL OBLIGATIONS OF THE
COMPANY. (Section 4.11) Each series of Senior Note Mortgage Bonds will be a
series of First Mortgage Bonds of the Company, all of which are secured by a
lien on certain property owned by the Company. In certain circumstances prior to
the Release Date, the Company is permitted to reduce the aggregate principal
amount of a series of Senior Note Mortgage Bonds held by the Senior Note
Trustee, but in no event to an amount lower than the aggregate outstanding
principal amount of the series of Senior Notes initially issued
contemporaneously with such Senior Note Mortgage Bonds. (Section 4.08) Following
the Release Date, the Company will cause the First Mortgage Indenture to be
closed and the Company will not issue any additional First Mortgage Bonds under
the First Mortgage Indenture. (Section 4.11) While the Company will be precluded
after the Release Date from issuing additional First Mortgage Bonds, the Company
will not be precluded under the Senior Note Indenture or New Notes from issuing
or assuming other secured debt, or incurring liens on its property, except to
the extent indicated below under "Limitation on Liens" and except as otherwise
indicated in the applicable Prospectus Supplement.
EVENTS OF DEFAULT
The following constitute events of default under the Senior Note Indenture:
(a) default in the payment of principal of and premium, if any, on any Senior
Note when due and payable and continuance of such default for five days; (b)
default in the payment of interest on any Senior Note when due which continues
for 30 days; (c) default in the performance or breach of any other covenant or
warranty of the Company in the Senior Note Indenture and the continuation
thereof for 90 days after written notice to the Company as provided in the
Senior Note Indenture; (d) prior to the Release Date, the occurrence of a
Completed Default (hereinafter defined) under the First Mortgage Indenture, of
which the First Mortgage Trustee (hereinafter defined), the Company or the
holders of at least 25% in aggregate principal amount of the outstanding Senior
Notes have given written notice thereof to the Senior Note Trustee; and (e)
certain events of bankruptcy, insolvency, assignment or receivership of the
Company. (Section 8.01)
If an event of default occurs and is continuing, either the Senior Note
Trustee or the holders of a majority in aggregate principal amount of the
outstanding Senior Notes may declare the principal amount of all Senior Notes to
be due and payable immediately. Upon such acceleration of the Senior Notes, the
Senior Note Trustee is empowered to cause the mandatory redemption of the Senior
Note Mortgage Bonds. At any time after an acceleration of the Senior Notes has
been declared, but before a judgment or decree of the immediate payment of the
principal amount of the Senior Notes has been obtained and so long as all First
Mortgage Bonds have not been accelerated, if the Company pays or deposits with
the Senior Note Trustee a sum sufficient to pay all matured installments of
interest and the principal and any premium which has become due otherwise than
by acceleration and all defaults shall have been cured or waived, then such
payment or deposit will cause an automatic rescission and annulment of the
acceleration of the Senior Notes. (Section 8.01)
The Senior Note Indenture provides that the Senior Note Trustee generally
will be under no obligation to exercise any of its rights or powers under the
Senior Note Indenture at the request or direction of any of the holders unless
such holders have offered to the Senior Note Trustee reasonable security or
indemnity. (Section 9.02) The holders of a majority in principal amount of the
outstanding
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Senior Notes generally will have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Senior Note
Trustee, or of exercising any trust or power conferred on the Senior Note
Trustee. (Section 8.07) Each holder of any Senior Note has the right to
institute a proceeding with respect to the Senior Note Indenture, but such right
is subject to certain conditions precedent specified in the Senior Note
Indenture. (Section 8.04) The Senior Note Indenture provides that the Senior
Note Trustee, within 90 days after the occurrence of a default with respect to
the Senior Notes, is required to give the holders of the Senior Notes notice of
such default, unless cured or waived, but, except in the case of default in the
payment of principal of, or premium, if any, or interest on, any Senior Notes,
the Senior Note Trustee may withhold such notice if it determines in good faith
that it is in the interest of such holders to do so. (Section 8.08) The Company
is required to deliver to the Senior Note Trustee each year a certificate as to
whether or not, to the knowledge of the officers signing such certificate, the
Company is in compliance with the conditions and covenants under the Senior Note
Indenture. (Section 6.06)
MODIFICATION
Modification and amendment of the Senior Note Indenture may be effected by
the Company and the Senior Note Trustee with the consent of the holders of a
majority in principal amount of the outstanding Senior Notes affected thereby,
provided that no such modification or amendment may, without the consent of the
holder of each outstanding Senior Note affected thereby, (a) change the maturity
date of any Senior Note; (b) reduce the rate or extend the time of payment of
interest on any Senior Note; (c) reduce the principal amount of, or premium
payable on, any Senior Note; (d) change the coin or currency of any payment of
principal of, or any premium or interest on, any Senior Note; (e) change the
date on which any Senior Note may be redeemed or adversely affect the rights of
a holder to institute suit for the enforcement of any payment on or with respect
to any Senior Note; (f) impair the interest of the Senior Note Trustee in the
Senior Note Mortgage Bonds held by it or, prior to the Release Date, reduce the
principal amount of any series of Senior Note Mortgage Bonds securing the Senior
Notes to an amount less than the principal amount of the related series of
Senior Notes or alter the payment provisions of such Senior Note Mortgage Bonds
in a manner adverse to the holders of the Senior Notes; or (g) modify the
foregoing requirements or reduce the percentage of outstanding Senior Notes
necessary to modify or amend the Senior Note Indenture or to waive any past
default to less than a majority. Modification and amendment of the Senior Note
Indenture may be effected by the Company and the Senior Note Trustee without the
consent of the holders (a) to add to the covenants of the Company for the
benefit of the holders or to surrender a right conferred on the Company in the
Senior Note Indenture; (b) to add further security for the Senior Notes; or (c)
to make certain other modifications, generally of a ministerial or immaterial
nature. (Sections 13.01 and 13.02)
DEFEASANCE AND DISCHARGE
The Senior Note Indenture provides that the Company will be discharged from
any and all obligations in respect to the Senior Notes and the Senior Note
Indenture (except for certain obligations such as obligations to register the
transfer or exchange of Senior Notes, replace stolen, lost or mutilated Senior
Notes and maintain paying agencies) if, among other things, the Company
irrevocably deposits with the Senior Note Trustee, in trust for the benefit of
holders of Senior Notes, money or certain United States government obligations,
or any combination thereof, which through the payment of interest thereon and
principal thereof in accordance with their terms will provide money in an amount
sufficient, without reinvestment, to make all payments of principal of, and any
premium and interest on, the Senior Notes on the dates such payments are due in
accordance with the terms of the Senior Note Indenture and the Senior Notes;
provided that, unless all of the Senior Notes are to be due within 90 days of
such deposit by redemption or otherwise, the Company shall also have delivered
to the Senior Note Trustee an opinion of counsel to the effect that the holders
of the Senior Notes will not recognize income, gain or loss for federal income
tax purposes as a result of such defeasance or
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discharge of the Senior Note Indenture. Thereafter, the holders of Senior Notes
must look only to such deposit for payment of the principal of, and interest and
any premium on, the Senior Notes. (Section 5.01)
CONSOLIDATION, MERGER AND SALE OR DISPOSITION OF ASSETS
The Company will not consolidate with or merge into any other corporation or
sell, transfer or otherwise dispose of all or substantially all of its assets
unless the successor or transferee corporation assumes by supplemental indenture
the due and punctual payment of the principal of and premium and interest on all
the Senior Notes and the performance of every covenant of the Senior Note
Indenture to be performed or observed by the Company and, prior to the Release
Date, unless the successor or transferee corporation assumes the Company's
obligations under the First Mortgage Indenture with respect to the Senior Note
Mortgage Bonds. Upon any such consolidation, merger, sale, transfer or other
disposition of all or substantially all of the assets of the Company, the
successor corporation formed by such consolidation or into which the Company is
merged or to which such transfer is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under the Senior
Note Indenture with the same effect as if such successor corporation had been
named as the Company therein and the Company will be released from all
obligations under the Senior Note Indenture. The Senior Note Indenture defines
all or substantially all of the assets of the Company as being 50% or more of
the total assets of the Company as shown on the balance sheet of the Company as
of the end of the prior year and specifically permits any such sale, transfer or
other disposition during a calendar year of less than 50% of total assets
without the consent of the holders of the Senior Notes. (Sections 12.01 and
12.02)
LIMITATIONS ON LIENS
Unless otherwise specified in the applicable Prospectus Supplement with
respect to any series of Offered Notes, the related supplemental indenture will
provide that, from and after the Release Date and so long as any such Offered
Notes are outstanding, the Company may not issue, assume or guarantee any debt
for money borrowed ("Debt") that is secured by any mortgage, security interest,
pledge or lien ("mortgage") of or upon any Operating Property of the Company,
whether owned at the date of the Senior Note Indenture or thereafter acquired,
and will not permit to exist any Debt secured by any such mortgage created on or
prior to the Release Date, without in any case effectively securing the Offered
Notes and all series of Senior Notes issued prior to or contemporaneously with
such Offered Notes (together with, if the Company shall so determine, any other
Senior Notes or indebtedness of the Company ranking senior to, or equally with,
the Senior Notes) with such Debt equally and ratably, except that this
restriction will not apply to: (1) mortgages on any property existing at the
time of its acquisition; (2) mortgages on property of a corporation existing at
the time such corporation is merged into or consolidated with, or disposes of
substantially all its properties (or those of a division) to, the Company; (3)
mortgages to secure the cost of acquisition, construction, development or
substantial repair, alteration or improvement of property or to secure
indebtedness incurred to provide funds for any such purpose or for reimbursement
of funds previously expended for any such purpose, provided such mortgages are
created or assumed contemporaneously with, or within 18 months after, such
acquisition or completion of substantial repair or alteration, construction,
development or substantial improvement or within six months thereafter pursuant
to a commitment for financing arranged with a lender or investor within such 18
month period; (4) mortgages in favor of the United States of America or any
State thereof, or for the benefit of holders of securities issued by any such
entity, or any department, agency or instrumentality or political subdivision of
the United States of America or any State thereof, to secure any Debt incurred
for the purpose of financing all or any part of the purchase price or the cost
of substantially repairing or altering, constructing, developing or
substantially improving the property subject to such mortgages; or (5) any
extension, renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part, of any mortgage referred to in clauses (1)
through (4), provided, however, that the principal amount of indebtedness
secured thereby and not otherwise authorized by said clauses (1) to (4),
inclusive, shall not exceed the principal amount of indebtedness, plus any
premium or fee payable in connection with
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any such extension, renewal or replacement, so secured at the time of such
extension, renewal or replacement. However, the foregoing restriction does not
apply to the issuance, assumption or guarantee by the Company of Debt secured by
a mortgage which would otherwise be subject to the foregoing restrictions up to
an aggregate amount which, together with all other secured Debt of the Company
(not including secured Debt permitted under the foregoing exceptions) and the
Value (as defined below) of Sale and Lease-Back Transactions (as defined below)
existing at such time (other than Sale and Lease-Back Transactions the proceeds
of which have been applied to the retirement of certain indebtedness, Sale and
Lease-Back Transactions in which the property involved would have been permitted
to be mortgaged under the foregoing exceptions and Sale and Lease-Back
Transactions that are permitted by the first sentence of "Limitations on Sale
and Lease-Back Transactions" below), does not exceed the greater of 10% of Net
Tangible Assets (as defined below) or 10% of Capitalization (as defined below).
(Section 3.01 of Form of Supplemental Indenture). The supplemental indenture
relating to the Prior Senior Notes contains a covenant with respect to
limitations on liens substantively identical to the foregoing for the benefit of
the Prior Senior Notes. (Section 4.01 of Supplemental Indenture No. 1).
LIMITATIONS ON SALE AND LEASE-BACK TRANSACTIONS
Unless otherwise specified in the applicable Prospectus Supplement with
respect to any series of Offered Notes, the related supplemental indenture will
provide that, from and after the Release Date and for so long as such Offered
Notes are outstanding, the Company may not enter into any Sale and Lease-Back
Transaction with respect to any Operating Property and will not permit to remain
in effect any Sale and Lease-Back Transaction entered into on or prior to the
Release Date with respect to any Operating Property (except in each case, for
transactions involving leases for a term, including renewals, of not more than
48 months), if the purchaser's commitment is obtained more than 18 months after
the later of the completion of the acquisition or the placing in operation of
such Operating Property or of such Operating Property as constructed or
developed or substantially repaired, altered or improved. This restriction will
not apply if (a) the Company would be entitled pursuant to the provisions
described in the first sentence under "Limitations on Liens" above to issue,
assume or guarantee Debt secured by a mortgage on such Operating Property
without equally and ratably securing the Offered Notes and all series of Senior
Notes issued prior to or contemporaneously with such Offered Notes, (b) after
giving effect to such Sale and Lease-Back Transaction, the Company could incur
pursuant to the provisions described in the second sentence under "Limitations
on Liens," additional Debt secured by mortgages, or (c) the Company applies
within 180 days an amount equal to, in the case of a sale or transfer for cash,
the net proceeds (not exceeding the net book value), and, otherwise, an amount
equal to the fair value (as determined by its Board of Directors) of the
Operating Property so leased to the retirement of Senior Notes or other Debt of
the Company ranking senior to, or equally with, the Senior Notes, subject to
reduction for Senior Notes and such Debt retired during such 180-day period
otherwise than pursuant to mandatory sinking fund or prepayment provisions and
payments at stated maturity. (Section 3.02 of Form of Supplemental Indenture).
The supplemental indenture relating to the Prior Senior Notes contains a
covenant with respect to limitations on Sale and Lease-Back Transactions
substantively identical to the foregoing for the benefit of the Prior Senior
Notes. (Section 4.02 of Supplemental Indenture No. 1).
DEFINITIONS
"Capitalization" means the total of all the following items appearing on, or
included in, the balance sheet of the Company: (i) liabilities for indebtedness
maturing more than 12 months from the date of determination; and (ii) common
stock, preferred stock, premium on capital stock, capital surplus, capital in
excess of par value, and retained earnings, less to the extent not otherwise
deducted, the cost of shares of capital stock of the Company held in its
treasury.
"Net Tangible Assets" means the amount shown as total assets on the balance
sheet of the Company, less the following: (i) intangible assets including, but
without limitation, such items as goodwill, trademarks, trade names, patents and
unamortized debt discount and expense carried as an asset on said balance sheet;
and (ii) appropriate adjustments, if any, on account of minority interests.
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"Operating Property" means (i) any interest in real property owned by the
Company and (ii) any asset owned by the Company that is depreciable in
accordance with generally accepted accounting principles.
"Sale and Lease-Back Transaction" means any arrangement with any person
providing for the leasing to the Company of any Operating Property (except for
temporary leases for a term, including any renewal thereof, of not more than 48
months), which Operating Property has been or is to be sold or transferred by
the Company to such person.
"Value" means, with respect to a Sale and Lease-Back Transaction, as of any
particular time, the amount equal to the greater of (i) the net proceeds to the
Company from the sale or transfer of the property leased pursuant to such Sale
and Lease-Back Transaction or (ii) the net book value of such property, as
determined in accordance with generally accepted accounting principles by the
Company at the time of entering into such Sale and Lease-Back Transaction, in
either case multiplied by a fraction, the numerator of which shall be equal to
the number of full years of the term of the lease that is part of such Sale and
Lease-Back Transaction remaining at the time of determination and the
denominator of which shall be equal to the number of full years of such term,
without regard, in any case, to any renewal or extension options contained in
such lease. (Section 3.03 of Form of Supplemental Indenture)
VOTING OF SENIOR NOTE MORTGAGE BONDS HELD BY SENIOR NOTE TRUSTEE
The Senior Note Trustee, as a holder of Senior Note Mortgage Bonds, will
attend any meeting of bondholders under the First Mortgage Indenture as to which
it receives due notice, or, at its option, will deliver its proxy in connection
therewith. Either at such meeting, or otherwise where the consent of holders of
first mortgage bonds issued under the First Mortgage Indenture is sought without
a meeting, the Senior Note Trustee will vote all of the Senior Note Mortgage
Bonds held by it, or will consent or withhold its consent with respect thereto,
as directed by the holders of a majority in aggregate principal amount of the
outstanding Senior Notes; provided, however, the Senior Note Trustee may not
vote the Senior Note Mortgage Bonds of any particular series in favor of, or
give consent to, any action which, in the Senior Note Trustee's opinion, would
materially adversely affect such series of Senior Note Mortgage Bonds in a
manner not shared generally by all other Senior Note Mortgage Bonds, except upon
notification by the Senior Note Trustee to the holders of the related series of
Senior Notes of such proposal and consent thereto of the holders of a majority
in principal amount of the outstanding Senior Notes of such series. (Section
4.03)
RESIGNATION OR REMOVAL OF NOTE TRUSTEE
The Senior Note Trustee may resign at any time upon written notice to the
Company specifying the day upon which the resignation is to take effect and such
resignation will take effect immediately upon the later of the appointment of a
successor Senior Note Trustee and such specified day. (Section 9.10)
The Senior Note Trustee may be removed at any time by an instrument or
concurrent instruments in writing filed with the Senior Note Trustee and signed
by the holders, or their attorneys-in-fact, of at least a majority in principal
amount of the then outstanding Senior Notes. In addition, so long as no event of
default or event which, with the giving of notice or lapse of time or both,
would become an event of default has occurred and is continuing, the Company may
remove the Senior Note Trustee upon notice to the holder of each Senior Note
outstanding and the Senior Note Trustee, and appointment of a successor Senior
Note Trustee. (Section 9.10)
CONCERNING THE SENIOR NOTE TRUSTEE
Boatmen's First National Bank of Oklahoma is the Senior Note Trustee under
the Senior Note Indenture. The Company maintains banking relationships with the
Senior Note Trustee in the ordinary course of business. The Senior Note Trustee
also acts as trustee for the Company's First Mortgage Bonds.
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FIRST MORTGAGE BONDS AND FIRST MORTGAGE INDENTURE
GENERAL
Any series of Senior Note Mortgage Bonds issued as security for Senior Notes
will be a series of First Mortgage Bonds issued under the Trust Indenture dated
February 1, 1945 as heretofore supplemented and amended by supplemental trust
indentures and a new supplemental trust indenture for such series of Senior Note
Mortgage Bonds (the "New Supplemental Indenture"), all from the Company to
Boatmen's First National Bank of Oklahoma, as successor Trustee (the "First
Mortgage Trustee") to The First National Bank and Trust Company of Oklahoma City
(such Trust Indenture, as supplemented and as to be supplemented, is herein
referred to as the "First Mortgage Indenture"). Copies of the First Mortgage
Indenture, the supplemental indentures and the form of the New Supplemental
Indenture are filed as exhibits to the Registration Statement of which this
Prospectus is a part. The following summaries of certain provisions of the First
Mortgage Indenture do not purport to be complete and are subject to, and
qualified in their entirety by, the detailed provisions of the First Mortgage
Indenture which are incorporated herein by this reference. References to Article
and Section numbers under this caption are references to Article and Section
numbers of the First Mortgage Indenture unless otherwise indicated. Unless the
context indicates otherwise, words or phrases defined in the First Mortgage
Indenture are capitalized and used with the same meanings herein. As of December
31, 1995, 11 series of First Mortgage Bonds in an aggregate principal amount of
$653.5 million currently are outstanding under the First Mortgage Indenture,
including two series of Senior Note Mortgage Bonds in an aggregate principal
amount of $220 million issued as security for the Prior Senior Notes.
TERMS OF SENIOR NOTE MORTGAGE BONDS
Prior to the Release Date and upon the issuance of a series of Senior Notes
(including New Notes), a series of Senior Note Mortgage Bonds will be issued and
delivered to the Senior Note Trustee in an aggregate principal amount equal to
the aggregate principal amount of such series of Senior Notes and with the same
stated rate or rates of interest (or interest calculated in the same manner),
interest payment dates, stated maturity date and redemption provisions as such
series of Senior Notes. The Company's obligations to make payments with respect
to the principal of, premium, if any, and/or interest on a series of Senior Note
Mortgage Bonds shall be fully or partially, as the case may be, discharged to
the extent that, at the time that any such payment shall be due, the then due
principal of, premium, if any, and/or interest on the related series of Senior
Notes shall have been fully or partially paid or there shall have been deposited
with the Senior Note Trustee pursuant to the Senior Note Indenture sufficient
funds to fully or partially pay the then due principal, premium, if any, and/or
interest on such series of Senior Notes.
SECURITY FOR SENIOR NOTE MORTGAGE BONDS
In the opinions of counsel for the Company, the Senior Note Mortgage Bonds,
when issued, will be secured by the First Mortgage Indenture, which constitutes
a first mortgage lien, subject only to Permissible Encumbrances, upon all the
property of the Company (except as summarized in the following paragraph) for
the equal pro rata security of each series of First Mortgage Bonds, subject to
the provisions related to any sinking fund or similar fund for the benefit of
First Mortgage Bonds of any particular series. The opinion does not cover title
to easements or rights-of-way as counsel believes the expense of examination
would exceed the cost of acquiring, by condemnation or purchase, any easements
or rights-of-way held under defective titles.
There are excepted from the lien of the First Mortgage Indenture certain
securities, cash, contracts, receivables, motor vehicles, merchandise, equipment
and supplies, and certain non-utility real property. (Granting Clause of the
First Mortgage Indenture) The First Mortgage Indenture is not a lien on the
properties of any subsidiary of the Company, nor is the stock of any such
subsidiary pledged under the First Mortgage Indenture.
The First Mortgage Indenture contains provisions for subjecting to the lien
thereof (subject to the limitations in Article XV in the case of consolidation
or merger) all property acquired by the Company
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after the date of the First Mortgage Indenture other than property of the kind
mentioned in the preceding paragraph. (Granting Clause of the First Mortgage
Indenture) Such provisions might not be effective as to property acquired within
the 90-day period immediately preceding or acquired subsequent to the filing of
a case with respect to the Company under the United States Bankruptcy Code.
MAINTENANCE PROVISIONS
As a Maintenance Fund for the First Mortgage Bonds, the Company covenants to
pay to the First Mortgage Trustee annually on May 1 an amount equal to 15% of
its Gross Operating Revenues for the preceding calendar year, after deducting
from such revenues (i) cost of electricity purchased for resale and (ii) rentals
paid for utility property, less credits at the Company's option for (a)
maintenance, (b) property retirements offset by Permanent Additions, (c)
retirements of First Mortgage Bonds, (d) Amounts of Established Permanent
Additions and (e) 15% of the portion of Gross Operating Revenues during such
calendar year attributable to increases since January 6, 1975, in the Company's
cost of fuel used in electric generation. Withdrawals from the Maintenance Fund
may be made on the basis of retirements of First Mortgage Bonds and Amounts of
Established Permanent Additions, but cash in excess of $100,000 remaining on
deposit in the Maintenance Fund for more than two years must be used for the
retirement of First Mortgage Bonds. Any such retirement through redemption would
be at the applicable regular redemption price of the First Mortgage Bonds to be
redeemed and subject to any restriction on the redemption of such First Mortgage
Bonds. (Article IX, Section 3.03 of Supplemental Indenture dated March 1, 1952,
and Section 1.01 of Supplemental Indenture dated September 14, 1976)
The Company has covenanted to maintain its properties in adequate repair,
working order and condition. The First Mortgage Indenture contains provisions
for a periodic inspection of the Company's properties and report by an
independent engineer as to compliance with this covenant. (Section 8.06)
SINKING FUND PROVISIONS
As an annual sinking fund for each series of First Mortgage Bonds, the
Company covenants to pay to the First Mortgage Trustee annually on December 1 an
amount sufficient to redeem, on the following February 1, for sinking fund
purposes, 1 1/4% of the highest principal amount at any time outstanding of
First Mortgage Bonds of the series for which the sinking fund is applicable.
Sinking fund payments may be offset by (a) application of Amounts of Established
Permanent Additions equal to 166 2/3% of the principal amount of First Mortgage
Bonds which would otherwise be required to be retired by the sinking fund and
(b) retirement or delivery to the First Mortgage Trustee of First Mortgage Bonds
of the series for which the sinking fund is applicable. The First Mortgage
Trustee is required to apply sinking fund money to the purchase or redemption of
First Mortgage Bonds of the series for which such funds are applicable. (Article
XII and Section 3.01 of Supplemental Indenture dated February 1, 1980)
ISSUANCE OF ADDITIONAL BONDS
Additional First Mortgage Bonds secured by the First Mortgage Indenture may
be issued on the basis of (a) 60% of the Cost or Fair Value, whichever is less,
of net Permanent Additions (which become available upon proper certification by
the Company), after making the required deductions on account of Retired
Property (Article V); (b) an equal principal amount of retired First Mortgage
Bonds, the retirement whereof has not been otherwise used under the First
Mortgage Indenture (Article VI); and (c) deposit of an equal amount of cash with
the First Mortgage Trustee, which cash may be withdrawn by applying Amounts of
Established Permanent Additions equal to 166 2/3% of such cash to be withdrawn
or by retirement of First Mortgage Bonds. (Article VII and Section 3.04 of
Supplemental Indenture dated March 1, 1952) No additional First Mortgage Bonds
may be issued on basis (a), basis (b) under specified conditions or basis (c),
unless the Earnings Applicable to Bond Interest for a specified twelve-month
period are equal to twice the annual interest requirements on the First Mortgage
Bonds including those about to be issued. (Sections 5.03, 6.01 and 7.01)
Earnings Applicable to Bond Interest for the twelve months ended December 31,
1995, would be 5.1 times the annual
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interest requirement on the First Mortgage Bonds of the Company at an assumed
8.2% interest rate. Additional First Mortgage Bonds may vary from the New Bonds
as to maturity, interest rate, redemption prices, sinking fund and in certain
other respects. (Article II) The Senior Note Mortgage Bonds will be issued under
(a) and/or (b) above. At December 31, 1995, the amount of net Permanent
Additions which may be used for the issuance of First Mortgage Bonds was
approximately $1.1 billion. At December 31, 1995, the amount of retired First
Mortgage Bonds which may be used for the issuance of First Mortgage Bonds was
$259 million.
PROVISIONS OF FIRST MORTGAGE INDENTURE LIMITING DIVIDENDS ON COMMON STOCK
The Company covenants that, so long as any First Mortgage Bonds are
outstanding, earned surplus (retained earnings) equal to the sum of (1) the
amount by which the aggregate of (a) provisions for retirement and depreciation
and (b) expenditures for maintenance, during the period from June 1, 1955, to
the last date for which a statement of income is available, is less than 15% of
Gross Operating Revenues (after deducting cost of electricity and/or gas
purchased for resale, rentals paid for utility property and the portion of gross
operating revenues attributable to increases since January 6, 1975, in the
Company's cost of fuel used in electric generation) for that period and (2) the
amount, if any, by which all of the consideration paid by the Company in
acquiring any shares of its Common Stock during the above period exceeds
$217,301,128 plus any consideration received by the Company from the sale after
September 30, 1991 of its Common Stock, shall not be available for the payment
of cash dividends on Common Stock; and that the Company shall not acquire shares
of its Common Stock for a valuable consideration if after such acquisition the
sum of (1) and (2) above would exceed its then earned surplus (retained
earnings). (Section 3.01 of Supplemental Indenture dated January 1, 1957,
Section 1.01 of Supplemental Indenture dated September 14, 1976 and Section 1.01
of Supplemental Indenture dated December 9, 1991)
RELEASE PROVISIONS
The First Mortgage Indenture contains provisions permitting the release from
its lien of any property upon depositing or pledging cash or certain other
property of comparable Fair Value (Fair Value being defined in substance as the
current value of the property as certified by an engineer, appraiser or similar
expert). The First Mortgage Indenture also contains provisions for the
cancellation, change or alteration of leases, rights-of-way and easements, and
for the surrender and modification of any franchise or governmental consent
subject to certain restrictions, in each case without any release or consent by
the First Mortgage Trustee or accountability thereto for any consideration
received by the Company. (Article XI)
MODIFICATION OF THE FIRST MORTGAGE INDENTURE
With the consent of the Company, the provisions of the First Mortgage
Indenture may be changed by the affirmative vote of the holders of 70% in
principal amount of the First Mortgage Bonds then outstanding except, among
other things, the maturity of a First Mortgage Bond may not be extended, the
interest rate reduced nor the terms of payment of principal or interest changed
without the consent of the holder of such First Mortgage Bond. (Article XVIII)
CONCERNING THE FIRST MORTGAGE TRUSTEE
Boatmen's First National Bank of Oklahoma is the First Mortgage Trustee
under the First Mortgage Indenture. The Company maintains banking relationships
in the ordinary course of business with the First Mortgage Trustee. The First
Mortgage Trustee also serves as trustee for the Senior Notes.
In case of a Completed Default under the First Mortgage Indenture (see "--
Events of Default" below), the First Mortgage Trustee may, and upon request of
the holders of a majority in principal amount of the First Mortgage Bonds shall,
declare the First Mortgage Bonds due and payable. In case of a Completed
Default, it is obligatory upon the First Mortgage Trustee to take the action or
actions provided in the First Mortgage Indenture to enforce payment of the First
Mortgage Bonds and for the enforcement of the lien of the First Mortgage
Indenture upon being requested to do so by the holders
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of a majority in principal amount of the First Mortgage Bonds and upon being
indemnified against the costs, expenses and liabilities to be incurred therein
or thereby without negligence or bad faith. (Sections 13.01, 13.04 and 13.15)
EVENTS OF DEFAULT
The following is a summary of events defined in the First Mortgage Indenture
as "Completed Defaults": (a) failure to pay principal of any First Mortgage Bond
when due and payable, (b) failure to pay interest on any First Mortgage Bond
within 30 days after it becomes due and payable, (c) failure to meet any payment
to the sinking fund on any First Mortgage Bond within 10 days after same is
payable, (d) the expiration of 30 days after (1) the adjudication of the Company
as a bankrupt or (2) the entry of an order approving a petition filed against
the Company seeking reorganization of the Company, unless during such period
such adjudication or order shall be vacated, (e) the expiration of 90 days
following the appointment of a receiver unless during such period such
appointment shall be vacated, (f) the filing by the Company of a voluntary
petition in bankruptcy or the making of a general assignment for the benefit of
creditors or the consent by the Company to the appointment of a receiver or the
filing by the Company of a petition or answer seeking reorganization or the
filing by the Company of a petition to take advantage of any insolvency act and
(g) failure to perform any other covenant or agreement contained in the First
Mortgage Indenture or First Mortgage Bonds within 60 days following the mailing
by the First Mortgage Trustee or by the holders of at least 15% in principal
amount of the First Mortgage Bonds then Outstanding of a written demand that
such failure be cured. (Section 13.01 and Section 4.01 of Supplemental Indenture
dated February 1, 1980)
The First Mortgage Trustee is required to give notice to bondholders (1)
within 90 days after the occurrence of a default known to the First Mortgage
Trustee within such period, or (2) if a default be not known to the First
Mortgage Trustee within such period, within 30 days after such default shall be
known to the First Mortgage Trustee, unless such default shall have been cured
before the giving of such notice; provided that, except in the case of a default
resulting from the failure to make any payment of principal of or interest on
any First Mortgage Bonds or to make any sinking fund or purchase fund payment,
the First Mortgage Trustee may withhold such notice upon determination in good
faith by the board of directors, the executive committee or a trust committee of
directors and/or responsible officers of the First Mortgage Trustee that the
withholding of such notice is in the interest of the bondholders. (Section
16.07)
15
<PAGE>
BOOK-ENTRY SYSTEM
Each series of New Notes may be issued in the form of one or more Global
Securities representing all or part of such series of New Notes and which will
be deposited with or on behalf of the Depository and registered in the name of
the Depository or a nominee of the Depository.
The following is based solely on information furnished by DTC:
Unless otherwise specified in the applicable Prospectus Supplement, DTC will
act as Depository for those New Notes issued as Global Securities. The Global
Securities will be issued as fully-registered securities registered in the name
of Cede & Co. (DTC's partnership nominee). DTC is a limited-purpose trust
company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the provisions
of Section 17A of the Exchange Act. DTC holds securities that its participants
("Participants") deposit with DTC. DTC also facilitates the settlement among
Participants of securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. "Direct Participants" include securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is owned by a number of its Direct Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the
National Association of Securities Dealers, Inc. Access to the DTC system is
also available to others such as securities brokers and dealers, banks, and
trust companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants"). The
rules applicable to DTC and its Participants are on file with the Commission.
Purchases of New Notes under the DTC system must be made by or through
Direct Participants, which will receive a credit for the New Notes on DTC's
records. The ownership interest of each actual purchaser of each New Note
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchase, but Beneficial Owners are expected to receive
written confirmation providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the New Notes are to be accomplished by entries made on the books
of Participants acting on behalf of Beneficial Owners. Beneficial Owners will
not receive certificates representing their ownership interests in the New
Notes, except in the event that use of the book-entry system for the New Notes
is discontinued.
To facilitate subsequent transfers, all New Notes deposited by Participants
with DTC are registered in the name of DTC's partnership nominee, Cede & Co. The
deposit of the New Notes with DTC and their registration in the name of Cede &
Co. effect no change in beneficial ownership. DTC has no knowledge of the actual
Beneficial Owners of the New Notes so deposited; DTC's records reflect only the
identity of the Direct Participants to whose accounts such New Notes are
credited, which may or may not be the Beneficial Owners. The Participants will
remain responsible for keeping account of the holdings on behalf of their
customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants or Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
If the Global Securities are redeemable, redemption notices shall be sent to
Cede & Co. If less than all of the Global Securities are being redeemed, DTC's
practice is to determine by lot the amount of the interest of each Direct
Participant in such issue to be redeemed.
16
<PAGE>
Neither DTC nor Cede & Co. will consent or vote with respect to the New
Notes. Under its usual procedures, DTC mails an Omnibus Proxy to the Company as
soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts the
New Notes are credited on the record date (identified in a listing attached to
the Omnibus Proxy).
Principal, interest and any premium payments on the New Notes will be made
to DTC. DTC's practice is to credit Direct Participants' accounts on the payable
date in accordance with their respective holdings shown on DTC's records unless
DTC has reason to believe that it will not receive payment on such payable date.
Payments by Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as in the case with securities held for
the accounts of customers in bearer form or registered in "street name," and
will be the responsibility of such Participant and not of DTC, the Senior Note
Trustee or the Company, subject to any statutory or regulatory requirements as
may be in effect from time to time. Payment of principal, interest and any
premium to DTC is the responsibility of the Company or the Senior Note Trustee,
disbursement of such payments to Direct Participants shall be the responsibility
of DTC, and disbursement of such payments to the Beneficial Owners shall be the
responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with
respect to a series of New Notes at any time by giving reasonable notice to the
Company or the Senior Note Trustee. Under such circumstances, if a successor
securities depository is not obtained, certificates for such series of New Notes
are required to be printed and delivered.
The Company may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository) for any series of
New Notes. In that event, certificates for such series of New Notes will be
printed and delivered.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from DTC, and the Company and any underwriters, dealers or
agents take no responsibility for the accuracy thereof.
The underwriters, dealers or agents of any Offered Notes may be Direct
Participants of DTC.
NONE OF THE COMPANY, THE SENIOR NOTE TRUSTEE, THE FIRST MORTGAGE TRUSTEE, OR
ANY AGENT FOR PAYMENT ON OR REGISTRATION OF TRANSFER OR EXCHANGE OF THE GLOBAL
SECURITY WILL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ASPECT OF THE RECORDS
RELATING TO OR PAYMENTS MADE ON ACCOUNT OF BENEFICIAL INTERESTS IN SUCH GLOBAL
SECURITY OR FOR MAINTAINING, SUPERVISING OR REVIEWING ANY RECORDS RELATING TO
SUCH BENEFICIAL INTERESTS.
LEGAL OPINIONS
Legal opinions relating to the New Notes will be rendered by Rainey, Ross,
Rice & Binns, Oklahoma City, Oklahoma, Chisenhall, Nestrud & Julian, P.A.,
Little Rock, Arkansas, and Gardner, Carton & Douglas, Chicago, Illinois, counsel
for the Company, and by Jones, Day, Reavis & Pogue, Chicago, Illinois, counsel
for any underwriters, dealers or agents named in the Prospectus Supplement. As
to matters involving conformity to local laws, the other counsel will rely upon
the opinion of Rainey, Ross, Rice & Binns with respect to laws of Oklahoma and
upon the opinion of Chisenhall, Nestrud & Julian, P.A., with respect to laws of
Arkansas.
The statement contained in this Prospectus under the subcaption "Security
for Senior Note Mortgage Bonds" under the caption "FIRST MORTGAGE BONDS AND
FIRST MORTGAGE INDENTURE" is the opinion of Rainey, Ross, Rice & Binns, counsel
for the Company, to the extent that such statement pertains to Oklahoma law and
is the opinion of Chisenhall, Nestrud & Julian, P.A., to the extent that such
statement pertains to Arkansas law. As of March 31, 1996, attorneys with Rainey,
Ross, Rice & Binns owned beneficial interests in an aggregate of 5,500 shares of
Common Stock of the Company, of which Mr. William J. Ross, a partner in that
firm, owned a beneficial interest in 4,658 shares of such Common Stock.
17
<PAGE>
EXPERTS
The consolidated financial statements and schedule of the Company included
in the Company's Form 10-K Annual Report for the fiscal year ended December 31,
1995, to the extent and for the periods indicated in their reports included in
said Form 10-K, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
PLAN OF DISTRIBUTION
The New Notes may be sold (i) through underwriters or dealers; (ii) directly
to one or more institutional purchasers; or (iii) through agents. The Prospectus
Supplement with respect to each series of New Notes will set forth the terms of
the offering of such New Notes, including the name or names of any underwriters,
the purchase price of such New Notes and the proceeds to the Company from such
sale, any underwriting discounts and other items constituting underwriters'
compensation, any initial public offering price, any discounts or concessions
allowed or reallowed or paid to dealers and any securities exchanges on which
said New Notes may be listed.
If underwriters are used in the sale, the New Notes 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 New Notes may be
offered to the public either through underwriting syndicates represented by one
or more managing underwriters or directly by one or more of such firms. The
specific managing underwriter or underwriters, if any, will be set forth in the
Prospectus Supplement relating to the New Notes together with the members of the
underwriting syndicate, if any. Unless otherwise set forth in the applicable
Prospectus Supplement, the obligations of the underwriters to purchase the New
Notes offered thereby will be subject to certain conditions precedent and the
underwriters will be obligated to purchase all such New Notes if any are
purchased.
New Notes may be sold directly by the Company or through agents designated
by the Company from time to time. The Prospectus Supplement will set forth the
name of any agent involved in the offer or sale of the New Notes in respect of
which the Prospectus Supplement is delivered and any commission payable by the
Company to such agent. Unless otherwise indicated in the applicable Prospectus
Supplement, any such agent is acting on a best efforts basis for the period of
its appointment.
Any underwriters, dealers or agents participating in the distribution of the
New Notes may be deemed to be underwriters and any discounts or commissions
received by them on the sale or resale of the New Notes may be deemed to be
underwriting discounts and commissions under the Securities Act of 1933, as
amended. Agents and underwriters may be entitled, under agreements entered into
which the Company, to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act of 1933, as amended,
and to contribution with respect to payments which the agents or underwriters
may be required to make in respect thereof. Agents and underwriters may engage
in transactions with or perform services for the Company in the ordinary course
of business.
Any underwriter of the New Notes may be required under Oklahoma law to pay a
mortgage registration tax in an amount estimated by the Company to be .097% of
the principal amount of New Notes purchased.
18
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Registration fee under the Securities Act of 1933, as amended............ $ 103,449
State qualification fees and mortgage filing fees........................ 10,000
Authentication of New Notes by trustee................................... 14,000
Fees of rating agencies.................................................. 55,000
Printing and engraving................................................... 30,000
Accounting services...................................................... 25,000
Legal fees of Company counsel............................................ 50,000
Miscellaneous, including traveling, telephone tolls, stationery, postage
and other out-of-pocket expenses........................................ 12,551
---------
Total.................................................................. $ 300,000
---------
---------
</TABLE>
All items are estimated except the first.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1031 of Title 18 of the Annotated Oklahoma Statutes provides that
the Company may, and in some circumstances must, indemnify the directors and
officers of the Company against liabilities and expenses incurred by any such
person by reason of the fact that such person was serving in such capacity,
subject to certain limitations and conditions set forth in the statute.
Substantially similar provisions that require such indemnification are contained
in the Company's Restated Certificate of Incorporation, which is filed as
Exhibit 4.01 to the Company's Registration Statement No. 33-59805, which is
incorporated herein by this reference. The Company's Restated Certificate of
Incorporation also contains provisions limiting the liability of the Company's
officers and directors in certain instances. The Company has an insurance policy
covering its directors and officers against certain personal liability which may
include liabilities under the Securities Act of 1933, as amended. The form of
Underwriting Agreement filed as Exhibit 1.01 includes provisions requiring the
underwriters to indemnify the directors and officers of the Company in certain
circumstances.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
- ---------
<C> <S>
1.01 Form of Underwriting Agreement for New Notes.
4.01 Copy of Trust Indenture, dated February 1, 1945, from the Company to The First National Bank and Trust
Company of Oklahoma City, Trustee. (Filed as Exhibit 7-A to Registration Statement No. 2-5566 and
incorporated by reference herein)
4.02 Copy of Supplemental Trust Indenture, dated December 1, 1948, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 7.03 to Registration Statement No. 2-7744 and incorporated by
reference herein)
4.03 Copy of Supplemental Trust Indenture, dated June 1, 1949, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 7.03 to Registration Statement No. 2-7964 and incorporated by reference
herein)
4.04 Copy of Supplemental Trust Indenture, dated May 1, 1950, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 7.04 to Registration Statement No. 2-8421 and incorporated by reference
herein)
4.05 Copy of Supplemental Trust Indenture, dated March 1, 1952, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 4.08 to Registration Statement No. 2-9415 and incorporated by reference
herein)
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
- ---------
<C> <S>
4.06 Copy of Supplemental Trust Indenture, dated June 1, 1955, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 4.07 to Registration Statement No. 2-12274 and incorporated by
reference herein)
4.07 Copy of Supplemental Trust Indenture, dated January 1, 1957, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 2.07 to Registration Statement No. 2-14115 and incorporated by
reference herein)
4.08 Copy of Supplemental Trust Indenture, dated June 1, 1958, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 4.09 to Registration Statement No. 2-19757 and incorporated by
reference herein)
4.09 Copy of Supplemental Trust Indenture, dated March 1, 1963, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 2.09 to Registration Statement No. 2-23127 and incorporated by
reference herein)
4.10 Copy of Supplemental Trust Indenture, dated March 1, 1965, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 4.10 to Registration Statement No. 2-25808 and incorporated by
reference herein)
4.11 Copy of Supplemental Trust Indenture, dated January 1, 1967, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 2.11 to Registration Statement No. 2-27854 and incorporated by
reference herein)
4.12 Copy of Supplemental Trust Indenture, dated January 1, 1968, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 2.12 to Registration Statement No. 2-31010 and incorporated by
reference herein)
4.13 Copy of Supplemental Trust Indenture, dated January 1, 1969, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 2.13 to Registration Statement No. 2-35419 and incorporated by
reference herein)
4.14 Copy of Supplemental Trust Indenture, dated January 1, 1970, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 2.14 to Registration Statement No. 2-42393 and incorporated by
reference herein)
4.15 Copy of Supplemental Trust Indenture, dated January 1, 1972, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 2.15 to Registration Statement No. 2-49612 and incorporated by
reference herein)
4.16 Copy of Supplemental Trust Indenture, dated January 1, 1974, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 2.16 to Registration Statement No. 2-52417 and incorporated by
reference herein)
4.17 Copy of Supplemental Trust Indenture, dated January 1, 1975, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 2.17 to Registration Statement No. 2-55085 and incorporated by
reference herein)
4.18 Copy of Supplemental Trust Indenture, dated January 1, 1976, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 2.18 to Registration Statement No. 2-57730 and incorporated by
reference herein)
4.19 Copy of Supplemental Trust Indenture, dated September 14, 1976, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 2.19 to Registration Statement No. 2-59887 and incorporated by
reference herein)
4.20 Copy of Supplemental Trust Indenture, dated January 1, 1977, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 2.20 to Registration Statement No. 2-59887 and incorporated by
reference herein)
4.21 Copy of Supplemental Trust Indenture, dated November 1, 1977, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 4.21 to Registration Statement No. 2-70539 and incorporated by
reference herein)
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
- ---------
<C> <S>
4.22 Copy of Supplemental Trust Indenture, dated December 1, 1977, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 4.22 to Registration Statement No. 2-70539 and incorporated by
reference herein)
4.23 Copy of Supplemental Trust Indenture, dated February 1, 1980, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 4.23 to Registration Statement No. 2-70539 and incorporated by
reference herein)
4.24 Copy of Supplemental Trust Indenture, dated August 15, 1986, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 4.25 to the Company's Form 10-K Annual Report, File No. 1-1097, for the
year ended December 31, 1986, and incorporated by reference herein)
4.25 Copy of Supplemental Trust Indenture, dated March 1, 1987, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 4.26 to the Company's Form 10-K Annual Report, File No. 1-1097, for the
year ended December 31, 1987, and incorporated by reference herein)
4.26 Copy of Supplemental Trust Indenture, dated November 15, 1990, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 4.28 to the Company's Form 10-K Annual Report for the year
ended December 31, 1990, File No. 1-1097, and incorporated by reference herein)
4.27 Copy of Supplemental Trust Indenture, dated December 9, 1991, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 4.29 to the Company's Form 10-K Annual Report for the year
ended December 31, 1991, File No. 1-1097, and incorporated by reference herein)
4.28 Copy of Supplemental Trust Indenture, dated October 1, 1995, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 4.02 to the Company's Form 8-K Current Report, File No. 1-1097, dated
October 23, 1995, and incorporated by reference herein)
4.29 Form of Supplemental Trust Indenture for each series of Senior Note Mortgage Bonds, being a
supplemental instrument to Exhibit 4.01 hereto.
4.30 Copy of Senior Note Indenture dated as of October 1, 1995 between the Company and Boatmen's First
National Bank of Oklahoma, as trustee.
4.31 Supplemental Indenture No. 1, dated as of October 16, 1995, being a supplemental instrument to Exhibit
4.30 hereto. (Filed as Exhibit 4.01 to the Company's Form 8-K Current Report, File No. 1-1097, dated
October 23, 1995, and incorporated by reference herein)
4.32 Form of Supplemental Indenture for each series of Senior Notes, being a supplemental instrument to
Exhibit 4.30 hereto.
5.01 Opinion of counsel as to legality of the New Notes to be issued by the Company.
12.01 Computation of ratio of earnings to fixed charges.
23.01 Consents of accountants and legal counsel.
24.01 Powers of Attorney.
25.01 Form T-1 Statement of Eligibility of Boatmen's First National Bank of Oklahoma to act as trustee under
the Senior Note Indenture.
25.02 Form T-1 Statement of Eligibility of Boatmen's First National Bank of Oklahoma to act as trustee under
the First Mortgage Indenture.
</TABLE>
II-3
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned Registrant, hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, 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 under 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 of 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 the 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 also undertakes:
(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10 (a) (3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or event arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereto) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in this 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 maximum 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
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if 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 this Registration Statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
II-4
<PAGE>
(4) that, for the purposes of determining any liability under the
Securities Act of 1933:
(i) The information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained
in the form of prospectus filed by the Registration 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.
(ii) 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-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Oklahoma Gas and Electric Company 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 Oklahoma City, and State
of Oklahoma on the 5th day of April, 1996.
OKLAHOMA GAS AND ELECTRIC COMPANY
(Registrant)
By: /s/ J.G. HARLOW, JR.
---------------------------------------
J.G. Harlow, Jr.
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------- ------------------------------------------- -----------------------
<C> <S> <C>
/s/ J.G. HARLOW, JR. Chairman of the Board of Directors and April 5, 1996
---------------------------------- Principal Executive Officer and Director;
J.G. Harlow, Jr.
/s/ A.M. STRECKER Principal Financial Officer; and April 5, 1996
----------------------------------
A.M. Strecker
/s/ D.L. YOUNG Principal Accounting Officer April 5, 1996
----------------------------------
D.L. Young
* Director;
----------------------------------
Herbert H. Champlin
* Director;
----------------------------------
William E. Durrett
* Director;
----------------------------------
Martha W. Griffin
* Director;
----------------------------------
Hugh L. Hembree III
* Director;
----------------------------------
Robert Kelley
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------- ------------------------------------------- -----------------------
<C> <S> <C>
* Director;
----------------------------------
Steven E. Moore
* Director; and
----------------------------------
Bill Swisher
* Director.
----------------------------------
Ronald H. White, M.D.
*By /s/ J.G. HARLOW, JR. April 5, 1996
----------------------------------
J.G. Harlow, Jr.
(ATTORNEY-IN-FACT)
</TABLE>
II-7
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT METHOD OF FILING
- ----------- -----------------
<C> <S> <C>
1.01 Form of Underwriting Agreement for New Notes. DT
4.01 Copy of Trust Indenture, dated February 1, 1945, from the Company to The First
National Bank and Trust Company of Oklahoma City, Trustee. (Filed as Exhibit 7-A to
Registration Statement No. 2-5566 and incorporated by reference herein)
4.02 Copy of Supplemental Trust Indenture, dated December 1, 1948, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as Exhibit 7.03 to Registration Statement
No. 2-7744 and incorporated by reference herein)
4.03 Copy of Supplemental Trust Indenture, dated June 1, 1949, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as Exhibit 7.03 to Registration Statement
No. 2-7964 and incorporated by reference herein)
4.04 Copy of Supplemental Trust Indenture, dated May 1, 1950, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as Exhibit 7.04 to Registration Statement
No. 2-8421 and incorporated by reference herein)
4.05 Copy of Supplemental Trust Indenture, dated March 1, 1952, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.08 to Registration Statement
No. 2-9415 and incorporated by reference herein)
4.06 Copy of Supplemental Trust Indenture, dated June 1, 1955, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.07 to Registration Statement
No. 2-12274 and incorporated by reference herein)
4.07 Copy of Supplemental Trust Indenture, dated January 1, 1957, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.07 to Registration Statement
No. 2-14115 and incorporated by reference herein)
4.08 Copy of Supplemental Trust Indenture, dated June 1, 1958, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.09 to Registration Statement
No. 2-19757 and incorporated by reference herein)
4.09 Copy of Supplemental Trust Indenture, dated March 1, 1963, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.09 to Registration Statement
No. 2-23127 and incorporated by reference herein)
4.10 Copy of Supplemental Trust Indenture, dated March 1, 1965, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.10 to Registration Statement
No. 2-25808 and incorporated by reference herein)
4.11 Copy of Supplemental Trust Indenture, dated January 1, 1967, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.11 to Registration Statement
No. 2-27854 and incorporated by reference herein)
</TABLE>
<PAGE>
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EXHIBIT METHOD OF FILING
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4.12 Copy of Supplemental Trust Indenture, dated January 1, 1968, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.12 to Registration Statement
No. 2-31010 and incorporated by reference herein)
4.13 Copy of Supplemental Trust Indenture, dated January 1, 1969, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.13 to Registration Statement
No. 2-35419 and incorporated by reference herein)
4.14 Copy of Supplemental Trust Indenture, dated January 1, 1970, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.14 to Registration Statement
No. 2-42393 and incorporated by reference herein)
4.15 Copy of Supplemental Trust Indenture, dated January 1, 1972, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.15 to Registration Statement
No. 2-49612 and incorporated by reference herein)
4.16 Copy of Supplemental Trust Indenture, dated January 1, 1974, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.16 to Registration Statement
No. 2-52417 and incorporated by reference herein)
4.17 Copy of Supplemental Trust Indenture, dated January 1, 1975, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.17 to Registration Statement
No. 2-55085 and incorporated by reference herein)
4.18 Copy of Supplemental Trust Indenture, dated January 1, 1976, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.18 to Registration Statement
No. 2-57730 and incorporated by reference herein)
4.19 Copy of Supplemental Trust Indenture, dated September 14, 1976, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.19 to Registration Statement
No. 2-59887 and incorporated by reference herein)
4.20 Copy of Supplemental Trust Indenture, dated January 1, 1977, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.20 to Registration Statement
No. 2-59887 and incorporated by reference herein)
4.21 Copy of Supplemental Trust Indenture, dated November 1, 1977, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.21 to Registration Statement
No. 2-70539 and incorporated by reference herein)
4.22 Copy of Supplemental Trust Indenture, dated December 1, 1977, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.22 to Registration Statement
No. 2-70539 and incorporated by reference herein)
4.23 Copy of Supplemental Trust Indenture, dated February 1, 1980, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.23 to Registration Statement
No. 2-70539 and incorporated by reference herein)
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EXHIBIT METHOD OF FILING
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4.24 Copy of Supplemental Trust Indenture, dated August 15, 1986, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.25 to the Company's Form 10-K
Annual Report, File No. 1-1097, for the year ended December 31, 1986, and
incorporated by reference herein)
4.25 Copy of Supplemental Trust Indenture, dated March 1, 1987, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.26 to the Company's Form 10-K
Annual Report, File No. 1-1097, for the year ended December 31, 1987, and
incorporated by reference herein)
4.26 Copy of Supplemental Trust Indenture, dated November 15, 1990, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.28 to the Company's Form 10-K
Annual Report for the year ended December 31, 1990, File No. 1-1097, and incorporated
by reference herein)
4.27 Copy of Supplemental Trust Indenture, dated December 9, 1991, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.29 to the Company's Form 10-K
Annual Report for the year ended December 31, 1991, File No. 1-1097, and incorporated
by reference herein)
4.28 Copy of Supplemental Trust Indenture, dated October 1, 1995, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.02 to the Company's Form 8-K
Current Report, File No. 1-1097, dated October 23, 1995, and incorporated by
reference herein)
4.29 Form of Supplemental Trust Indenture for each series of Senior Note Mortgage Bonds,
being a supplemental instrument to Exhibit 4.01 hereto. DT
4.30 Copy of Senior Note Indenture dated as of October 1, 1995 between the Company and
Boatman's First National Bank of Oklahoma, as trustee. DT
4.31 Supplemental Indenture No. 1, dated as of October 16, 1995, being a supplemental
instrument to Exhibit 4.30 hereto. (Filed as Exhibit 4.01 to the Company's Form 8-K
Current Report, File No. 1-1097, dated October 23, 1995, and incorporated by
reference herein)
4.32 Form of Supplemental Indenture for each series of Senior Notes. DT
5.01 Opinion of counsel as to legality of the New Notes to be issued by the Company. DT
12.01 Computation of ratio of earnings to fixed charges. DT
23.01 Consents of accountants and legal counsel. DT
24.01 Power of Attorney. DT
25.01 Form T-1 Statement of Eligibility of Boatmen's First National Bank of Oklahoma to act
as trustee under the Senior Note Indenture. DT
25.02 Form T-1 Statement of Eligibility of Boatmen's First National Bank of Oklahoma to act
as trustee under the First Mortgage Indenture. DT
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EXHIBIT 1.01
OKLAHOMA GAS AND ELECTRIC COMPANY
SENIOR NOTES
UNDERWRITING AGREEMENT
-----------------------------
,
To the Representatives named in
Schedule I hereto of the Underwriters
named in Schedule II hereto.
Ladies and Gentlemen:
1. INTRODUCTION. Oklahoma Gas and Electric Company, an Oklahoma
corporation (the "Company"), proposes to issue and sell $ of its
% Senior Notes, due , (the "Senior Notes"). The Senior Notes
will be issued by the Company under its Indenture dated as of ,
between the Company and , , as trustee (the "Trustee"),
as amended and supplemented by Supplemental Indenture No. 1 dated as of
, creating the series in which the Senior Notes are to be issued.
The term "Indenture," as hereinafter used, means such Indenture dated as of
, , as so amended and supplemented. The Company proposes to sell to
the underwriters named in Schedule II hereto (the "Underwriters", which term,
when the context permits, shall also include any substitute underwriter as
provided in Section 9 hereof) for whom you are acting as Representatives (the
"Representatives") Senior Notes in the aggregate principal amount and with the
terms specified in Schedule I hereto (the "Purchased Senior Notes"). Until such
time as all of the first mortgage bonds of the Company (the "First Mortgage
Bonds") issued prior to the date of the Indenture have been retired through
payment or redemption (the "Release Date"), the Senior Notes will be secured as
to payment of principal and interest by one or more series of First Mortgage
Bonds issued, pledged and delivered by the Company to the Trustee. Concurrently
with the offering of the Senior Notes, the Company proposes to issue and sell
$ of its % Senior Notes due , (the "Additional Senior
Notes"). The sale of the Additional Senior Notes and the Senior Notes are not
contingent upon each other.
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants to, and agrees with, the Underwriters that:
(a) The Company has filed with the Securities and Exchange Commission
(the "Commission") registration statements on Form S-3 (having the file
numbers set forth in Schedule I hereto) relating to $ aggregate
principal amount of its Senior Notes and First Mortgage Bonds, and the
offering thereof from time to time in accordance with Rule 415 under the
Securities Act of 1933, as amended (the "Act"), and has filed such
amendments thereto as may have been required to the date hereof. Such
registration statements have been declared effective by the Commission. Such
registration statements and the prospectus relating to the sale of the
Senior Notes and the First Mortgage Bonds by the Company constituting a part
thereof, including all documents incorporated therein by reference, as from
time to time amended or supplemented pursuant to the Act or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are collectively
referred to herein as the "Registration Statement," and the prospectus
relating to the Senior Notes and the First Mortgage Bonds, including all
documents incorporated therein by reference, as from time to time amended or
supplemented pursuant to the Act or the Exchange Act, is referred to herein
as the "Prospectus"; provided that a supplement to the Prospectus relating
to an offering of Senior Notes other than the Purchased Senior Notes shall
be deemed to have supplemented the Prospectus only with respect to the
offering of such other Senior Notes. All documents filed by the Company with
the Commission under the Exchange Act and incorporated or deemed to be
incorporated by reference in the Registration Statement or the Prospectus,
as aforesaid, are hereinafter referred to as the "Incorporated Documents."
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(b) The Registration Statement, at the time it became effective,
complied and the Prospectus, at the time Registration Statement No.
became effective, complied and each as of the date hereof comply
and as of the Closing Date, as hereinafter defined, will comply, in all
material respects with the requirements of the Act, the Exchange Act and the
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the
rules and regulations of the Commission under such Acts; the Incorporated
Documents, as of their respective dates of filing with the Commission,
complied as to form in all material respects with the Exchange Act and the
rules and regulations of the Commission thereunder and any Incorporated
Documents filed with the Commission after the date of this Agreement will,
when they are filed with the Commission, comply in all material respects
with the requirements of the Exchange Act and the rules and regulations of
the Commission thereunder; the Registration Statement and any amendment
thereto, at the time it became effective, did not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading;
and the Prospectus, at the time Registration Statement No. became
effective, did not, as of the date hereof does not and as of the Closing
Date will not contain an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
provided that the representations and warranties in this Section 2(b) shall
not apply to (A) that part of the Registration Statement which constitutes
the Statements of Eligibility and Qualification (Form T-1) under the Trust
Indenture Act (the "Statements of Eligibility") of the Trustee and the
trustee for the First Mortgage Bonds, (B) information contained in the
Registration Statement or the Prospectus relating to The Depository Trust
Company and its book-entry system, or (C) statements in or omissions from
the Registration Statement or the Prospectus made in reliance upon and in
conformity with information furnished to the Company in writing by any
Representative expressly for use in the Registration Statement or the
Prospectus.
(c) , the accountants who certified certain of the financial
statements included or incorporated by reference in the Registration
Statement or the Prospectus (the "Accountants"), are independent public
accountants as required by the Act and the rules and regulations of the
Commission thereunder.
(d) The financial statements included or incorporated by reference in
the Prospectus present fairly the financial position, results of operations
and cash flows of the Company and its consolidated subsidiaries as at the
respective dates and for the respective periods specified and, except as
otherwise stated in the Prospectus, said financial statements have been
prepared in conformity with generally accepted accounting principles applied
on a consistent basis during the periods involved and the supporting
schedules included in the Registration Statement present fairly the
information required to be stated therein. The Company has no material
contingent obligation which is not disclosed in the Prospectus.
(e) Except as set forth in or expressly contemplated by the Prospectus,
no material transaction has been entered into by the Company or any of its
subsidiaries otherwise than in the ordinary course of business and no
materially adverse change has occurred in the condition, financial or
otherwise, of the Company, or of the Company and its subsidiaries, taken as
a whole, in each case since the respective dates as of which information is
given in the Prospectus.
(f) The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Oklahoma, is qualified to do
business as a foreign corporation and is in good standing under the laws of
the State of Arkansas, and is not required to qualify to do business as a
foreign corporation in any other jurisdiction, and has the corporate power
to own its properties and carry on its business as now being conducted.
(g) Each subsidiary of the Company and each subsidiary of a subsidiary
of the Company, together with its respective state of incorporation, are
listed on Exhibit A hereto (hereinafter
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referred to collectively as the "Subsidiaries" and individually as a
"Subsidiary"). The Subsidiaries are the only "subsidiaries" of the Company
as defined under Regulation S-X under the Exchange Act and except as
otherwise noted on Exhibit A hereto, are wholly-owned subsidiaries of the
Company. Each Subsidiary is a corporation duly organized, validly existing
and in good standing under the laws of its State of incorporation, as noted
on Exhibit A hereto, and is duly qualified as a foreign corporation in each
jurisdiction in which its failure to qualify would have a material adverse
effect on the business or operations of the Company and its Subsidiaries
taken as a whole and has the corporate power to own its properties and carry
on its business as now being conducted; all of the issued and outstanding
capital stock of each Subsidiary has been duly authorized and validly issued
and is fully paid and non-assessable; and all the capital stock of each
Subsidiary (except as otherwise noted on Exhibit A) is owned by the Company
free and clear of any security interest, mortgage, pledge, lien,
encumbrance, claim or equity.
(h) Neither the Company nor any Subsidiary is in violation of its
Certificate of Incorporation, or in default in the performance or observance
of any material obligation, agreement, covenant or condition contained in
any mortgage or any material contract, indenture, mortgage, lease, note or
other instrument to which it is a party or by which it may be bound or to
which any of its properties or assets is subject, or materially in violation
of any law, administrative regulation or administrative, arbitration or
court order, except in each case to such extent as may be set forth in the
Prospectus; and the execution and delivery of this Agreement, the incurrence
of the obligations herein set forth and the consummation of the transactions
herein contemplated will not conflict with or constitute a breach of, or
default under, the Certificate of Incorporation or By-Laws of the Company or
any Subsidiary or any mortgage, contract, lease, note or other instrument to
which the Company or any Subsidiary is a party or by which it may be bound,
or any law, regulation, consent decree or administrative, arbitration or
court order.
(i) The Corporation Commission of the State of Oklahoma (the "Oklahoma
Commission") and the Arkansas Public Service Commission (the "Arkansas
Commission") have each duly authorized the issuance and sale of the Senior
Notes and the First Mortgage Bonds on terms consistent with this Agreement.
No consent of or approval by any other public board or body or
administrative agency, federal or state, is necessary to authorize the
issuance and sale of the Senior Notes and the First Mortgage Bonds, except
that there must be compliance with the securities laws of the states in
which the Senior Notes and the First Mortgage Bonds are to be sold.
(j) There is no pending or threatened suit or proceeding before any
court or governmental agency, authority or body or any arbitration involving
the Company or any Subsidiary required to be disclosed in the Prospectus
which is not adequately disclosed in the Prospectus and there are no
contracts or documents required to be filed as exhibits to the Registration
Statement under the 1933 Act and the rules and regulations of the Commission
thereunder which have not been so filed.
(k) This Agreement has been duly authorized, executed and delivered by
the Company.
(l) The Company has sufficient authority under statutory provisions or
by grant of franchises or permits by municipalities or counties to conduct
its business as presently conducted and as described in the Registration
Statement and Prospectus.
(m) The Indenture and the First Mortgage Indenture (as defined herein)
are each in due and proper form, have been duly and validly executed and
delivered and are valid and enforceable instruments in accordance with their
terms, except to the extent that enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally and to the extent that general equitable
principles may limit the right to obtain the remedy of specific performance
of certain of the obligations thereunder. The Purchased Senior Notes are in
due and proper form and, when duly executed, authenticated and delivered to
the Trustee against the agreed consideration therefor, will be valid and
enforceable
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obligations of the Company in accordance with their terms. The First
Mortgage Bonds which are delivered to the Trustee as security for the
payment of principal of and premium, if any, and interest on the Purchased
Senior Notes are in due and proper form and, when duly executed,
authenticated and delivered to the Trustee in accordance with the terms of
the Indenture, will be valid and enforceable obligations of the Company in
accordance with their terms, secured by the lien of and entitled to the
benefits provided by the First Mortgage Indenture.
(n) The Company has good and sufficient title to each of the principal
plants and properties purported to be owned by it, subject to the lien of
the First Mortgage Indenture, and to permissible encumbrances as therein
defined.
(o) Except for changes contemplated by the Prospectus, the authorized
and outstanding capital stock of the Company is as set forth in the
Prospectus.
(p) The Company meets the requirements for filing on Form S-3 under the
Act.
Any certificate signed by any officer of the Company and delivered to you or
to counsel for the Underwriters shall be deemed a representation and warranty by
the Company to each Underwriter as to the matters covered thereby.
3. PURCHASE, OFFERING AND DELIVERY -- CLOSING DATE. Subject to the terms
and conditions herein set forth, the Company agrees to sell to each Underwriter,
and each Underwriter agrees, severally and not jointly, to purchase from the
Company at the purchase price set forth in Schedule I hereto, the principal
amount of the Purchased Senior Notes set forth opposite such Underwriter's name
in Schedule II hereto. It is understood that the Underwriters propose to offer
the Purchased Senior Notes for sale to the public as set forth in the Prospectus
Supplement, as hereinafter defined, relating to the Purchased Senior Notes. The
Company will deliver the Purchased Senior Notes to the Representatives for the
respective accounts of the Underwriters (in fully registered form issued in such
names and in such denominations as the Representatives may direct by notice in
writing to the Company given at or prior to .M., Time, on the
second full business day preceding the Closing Date, or, if no such direction is
received, in the names of the respective Underwriters), at the office specified
in Schedule I hereto, against payment of the purchase price thereof by wire
transfer or similar same day funds, payable to such account as the Company shall
direct by notice in writing to the Representatives given at or prior to
.M. Time on the second full business day preceding the Closing
Date. The time and date of delivery and closing shall be the time and date
specified in Schedule I hereto; provided that such time or date may be
accelerated or extended by agreement between the Company and the
Representatives. The time and date of such payment and delivery are herein
sometimes referred to as the "Closing Date."
The Company agrees to make the Purchased Senior Notes available to the
Representatives at the office specified in Schedule I hereto for examination on
behalf of the Underwriters, not later than .M., Time, on the
business day preceding the Closing Date.
It is understood that the Representatives, either jointly or individually,
and not as representatives of the several Underwriters, may (but shall not be
obligated to) make payment to the Company on behalf of any Underwriter or
Underwriters. Any such payment shall not relieve such Underwriter or
Underwriters from any of its or their other obligations hereunder.
The Representatives agree to deposit with the Company within two business
days after the date of this Agreement the amount set forth in Schedule I hereto
as the Oklahoma Real Estate Mortgage Tax. It is understood that such payment
shall not constitute partial or full payment for the Purchased Senior Notes, but
shall be applied solely in accordance with Section 4(i) hereof.
4. AGREEMENTS. The Company agrees with the several Underwriters that:
(a) Promptly following execution of this Agreement, the Company will
cause the Prospectus, including as part thereof a prospectus supplement
relating to the Purchased Senior Notes (the "Prospectus Supplement"), to be
filed with the Commission pursuant to Rule 424 and/or
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Rule 434 under the Act and the Company will promptly advise the
Representatives when such filing or mailing has been made. Prior to such
filing or mailing, the Company will cooperate with the Representatives in
the preparation of the Prospectus Supplement to assure that the
Representatives have no reasonable objection to the form or content thereof
when filed.
(b) The Company will promptly advise the Representatives and confirm in
writing (i) when any amendment to the Registration Statement shall have
become effective, (ii) of the receipt of any comments from the Commission,
(iii) of any request by the Commission for any amendment of the Registration
Statement or amendment or supplement to the Prospectus or for any additional
information, (iv) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the
institution or threatening of any proceeding for that purpose and (v) of the
receipt by the Company of any notification with respect to the suspension of
the qualification of the Purchased Senior Notes or the First Mortgage Bonds
for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose. The Company will not file any amendment to the
Registration Statement or supplement to the Prospectus with the Commission
unless the Company has furnished you a copy for your review prior to filing
and will not file any such proposed amendment or supplement to which the
Representatives or counsel for the Underwriters reasonably object. The
Company will use its best efforts to prevent the issuance of any such stop
order and, if issued, to obtain as soon as possible the withdrawal thereof.
(c) If, at any time when a prospectus relating to the Purchased Senior
Notes or the First Mortgage Bonds is required to be delivered under the Act,
any event occurs as a result of which the Prospectus as then amended or
supplemented would include an untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, or if it
shall be necessary to amend or supplement the Registration Statement or the
Prospectus to comply with the Act or the Exchange Act or the rules and
regulations of the Commission under such Acts, the Company promptly will
prepare and file with the Commission, subject to paragraph (b) of this
Section 4, an amendment or supplement or a filing pursuant to Section 13 or
14 of the Exchange Act which will correct such statement or omission or an
amendment which will effect such compliance.
(d) The Company will make generally available to its security holders
and to the Representatives a consolidated earnings statement (which need not
be audited) of the Company for the 12-month period beginning after the date
of the Prospectus Supplement, as soon as practicable after the end of such
12-month period, which will satisfy the provisions of Section 11(a) of the
Act and the rules and regulations of the Commission thereunder (including
Rule 158 under the Act).
(e) The Company will furnish without charge to (i) each of the
Representatives and counsel for the Underwriters a signed copy of the
Registration Statement (but without exhibits incorporated by reference), as
originally filed, all amendments thereto filed prior to the Closing Date,
all Incorporated Documents (including exhibits, other than exhibits
incorporated by reference) and the Statements of Eligibility of the Trustee
and the trustee for the First Mortgage Bonds, (ii) each other Underwriter a
conformed copy of the Registration Statement (but without exhibits), as
originally filed, all amendments thereto (but without exhibits) and all
Incorporated Documents (but without exhibits other than the Company's latest
annual report to shareowners) and (iii) each Underwriter as many copies of
the Prospectus and the Prospectus Supplement and, so long as delivery of a
prospectus by an Underwriter or dealer may be required under the Act, any
amendments thereof and supplements thereto (but without Incorporated
Documents or exhibits), as soon as available and in such quantities as the
Representatives may reasonably request.
(f) The Company will use its best efforts to arrange for the
qualification of the Purchased Senior Notes and the First Mortgage Bonds for
sale under the laws of such jurisdictions as the Representatives may
designate (provided that the Company shall not be obligated to qualify as a
foreign corporation in, or to execute or file any general consent to service
of process under the
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laws of, any jurisdiction), will maintain such qualifications in effect so
long as required for the distribution of the Purchased Senior Notes and the
First Mortgage Bonds and will arrange for the determination of the legality
of the Purchased Senior Notes and the First Mortgage Bonds for purchase by
institutional investors.
(g) Whether or not the transactions contemplated hereunder are
consummated or this Agreement is terminated, the Company will pay all costs
and expenses incident to the performance of the obligations of the Company
hereunder, including, without limiting the generality of the foregoing, all
costs, taxes and expenses incident to the issue and delivery of the
Purchased Senior Notes and the First Mortgage Bonds to the Underwriters, all
fees and expenses of the Company's counsel and accountants, all costs and
expenses incident to the preparing, printing and filing of the Registration
Statement (including all exhibits thereto), any preliminary prospectus, the
Prospectus, the Prospectus Supplement and any amendments thereof or
supplements thereto (except the cost of amending or supplementing the
Prospectus after ninety days following the Closing Date, which shall be at
the expense of the Underwriters requesting same), all costs and expenses
(including fees of counsel not exceeding $10,000 and disbursements) incurred
in connection with state securities law qualifications, examining the
legality of the Purchased Senior Notes and the First Mortgage Bonds for
investment and the rating of the Purchased Senior Notes, and all costs and
expenses of the printing and distribution of all documents prepared in
connection with the issuance and sale of the Purchased Senior Notes and the
First Mortgage Bonds. Except as provided in this Section 4(g), Section 7 and
Section 8 hereof, the Underwriters will pay all their own costs and
expenses, including the fees of their counsel and any advertising expenses
in connection with any offers they may make.
(h) Except for the issuance and sale of the Additional Senior Notes,
during the period beginning from the date of this Agreement and continuing
to the Closing Date, the Company will not offer, sell, contract to sell or
otherwise dispose of any debt securities of the Company which mature more
than one year after the Closing Date and which are substantially similar to
the Purchased Senior Notes, without the prior written consent of the
Representatives; provided that in no event shall the foregoing period extend
more than fifteen business days from the date of this Agreement.
(i) The Company will use the amount deposited by the Representatives
with it pursuant to the last paragraph of Section 3 hereof to the extent
necessary to pay for the account of the several Underwriters, in the same
proportion as the principal amount of Purchased Senior Notes to be purchased
by each of them bears to the total principal amount of the Purchased Senior
Notes, any Oklahoma Real Estate Mortgage Tax required to be paid by them on
the Purchased Senior Notes and/or the First Mortgage Bonds. Any amount not
so applied by the Company before the Closing Date shall be remitted in same
day funds by the Company to the Representatives for the account of the
several Underwriters on the Closing Date.
(j) The Company will apply the proceeds from the Purchased Senior Notes
in the manner indicated under the caption "Use of Proceeds" in the
Prospectus.
5. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS. The obligations of
the Underwriters to purchase and pay for the Purchased Senior Notes shall be
subject to the accuracy of the representations and warranties on the part of the
Company contained herein as of the date hereof and the Closing Date, to the
accuracy of the statements of the Company made in any certificates pursuant to
the provisions hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement shall be in effect and no proceedings for that purpose shall then
be pending before, or threatened by, the Commission.
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(b) The Company shall have delivered to the Trustee, as security for the
payment of the principal and interest on the Senior Notes, a series of First
Mortgage Bonds (the "Bonds") in the same aggregate principal amount and with
the same stated rate or rates of interest (or interest calculated in the
same manner), payment dates, maturity dates and redemption provisions as the
Purchased Senior Notes they secure. The Bonds will be issued by the Company
under its Trust Indenture dated , between the Company and
, as successor trustee (the "First Mortgage Trustee") to
, as heretofore amended and supplemented and as to be further
amended and supplemented by the Supplemental Trust Indenture dated as of
, creating the series in which the First Mortgage Bonds are to
be issued. The term "First Mortgage Indenture," as hereinafter used, means
such Trust Indenture dated , , as so amended and supplemented.
(c) The Company shall have furnished to the Representatives the opinion
of , counsel for the Company ("Oklahoma counsel"), dated the
Closing Date, to the effect that:
(i) the Company is a legally existing corporation under the laws of
the State of Oklahoma and has corporate power, right and authority to do
business and to own property in the State of Oklahoma in the manner and
as set forth in the Prospectus;
(ii) the Indenture has been duly and validly executed and delivered
by the Company, which has full power and authority to enter into and
perform its obligations thereunder, and constitutes the binding and
enforceable agreement of the Company in accordance with its terms, except
as enforcement of provisions of the Indenture may be limited by
bankruptcy or other applicable laws affecting the enforcement of
creditors' rights;
(iii) the Purchased Senior Notes and the First Mortgage Bonds have
been duly and validly authorized by the Company and constitute valid and
binding obligations of the Company;
(iv) while, except as otherwise stated in said opinion, such counsel
are not passing upon and do not assume responsibility for and shall not
be deemed to have independently verified the accuracy, completeness or
fairness of the Registration Statement or the Prospectus, nothing has
come to the attention of such counsel that would lead them to believe
that the Registration Statement at the time it became effective contained
an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading or that the Prospectus at the time it was filed
pursuant to Rule 424 and/or Rule 434 under the Act or on the Closing Date
contained an untrue statement of a material fact or omitted to state a
material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading;
(v) the execution and delivery of this Agreement have been duly
authorized by the necessary action on the part of the Company and this
Agreement constitutes the valid and binding agreement of the Company
except to the extent that the provisions for indemnities may be held to
be unenforceable as against public policy;
(vi) except in localities where the Company has no franchises, which
are relatively few and not of large population, and where the failure to
have such franchises will not have a material adverse effect on the
business or operations of the Company, the Company has sufficient
authority under statutory provisions or by grant of franchises or permits
by municipalities or counties to conduct its business in Oklahoma as
presently conducted and as described in the Prospectus;
(vii) such counsel does not know of any legal or governmental
proceedings required to be described in the Prospectus which are not
described as required, nor of any contracts or
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documents of a character required to be described in the Registration
Statement or Prospectus or to be filed as exhibits to the Registration
Statement which are not described and filed as required;
(viii) the Indenture, the Purchased Senior Notes, the First Mortgage
Indenture and the Bonds conform in all material respects to the
statements concerning them in the Prospectus;
(ix) all statements contained in the Registration Statement and
Prospectus purporting to set forth the advice or the opinion of such
counsel or to be based upon the opinion of such counsel correctly set
forth the opinion of such counsel on such respective matters;
(x) the execution and delivery of this Agreement and the issuance of
the Purchased Senior Notes and the Bonds, and compliance with the
provisions thereof, under the circumstances contemplated hereby and
thereby, do not and will not violate the Certificate of Incorporation or
By-Laws of the Company or any Subsidiary, or in any material respect
conflict with or constitute on the part of the Company or any Subsidiary
a breach of or default under any indenture, lease, mortgage, deed of
trust, note, agreement or other instrument known to such counsel to which
the Company or any Subsidiary is a party or any law, regulation, consent
decree or administrative, arbitration or court order known to us to which
the Company or any Subsidiary is subject;
(xi) the Oklahoma Commission has duly issued its order authorizing the
issuance by the Company of the Purchased Senior Notes and the Bonds on
terms consistent with this Agreement and, to the best of such counsel's
knowledge, such order is still in force and effect; the issuance and sale
of the Purchased Senior Notes to the Underwriters and the issuance of the
Bonds to the First Mortgage Trustee are in conformity with the terms of
such order; and no further approval, authorization, consent, certificate
or order of any Oklahoma commission or regulatory authority is necessary
with respect to the issuance and sale of the Purchased Senior Notes and
the issuance of the Bonds by the Company as contemplated in this
Agreement, other than approvals that may be required under Oklahoma state
securities laws;
(xii) each Subsidiary is a legally existing corporation under the laws
of the State of Oklahoma, has corporate power, right and authority to do
business and to own property in the State of Oklahoma in the manner and
as set forth in the Prospectus, and is duly qualified as a foreign
corporation in each jurisdiction in which its failure to qualify would
have a material adverse effect on the business and operation of the
Company and its Subsidiaries taken as a whole;
(xiii) the First Mortgage Indenture has been duly and validly executed
and delivered by the Company, which has full power and authority to enter
into and perform its obligations thereunder, and constitutes the binding
and enforceable agreement of the Company in accordance with its terms,
except as enforcement of provisions of the First Mortgage Indenture may
be limited by bankruptcy or other applicable laws affecting the
enforcement of creditors' rights and except as provisions of the United
States Bankruptcy Code may affect the validity of the lien thereof with
respect to property acquired or proceeds realized by the Company after
the commencement of bankruptcy proceedings with respect to the Company;
(xiv) the Bonds have been duly and validly authorized by the Company,
and constitute valid and binding obligations of the Company and, with
like exception as noted in the foregoing subdivision (xiii), are entitled
to the lien of and benefits provided by the First Mortgage Indenture;
(xv) The First Mortgage Indenture is in proper form, conforming to the
laws of the State of Oklahoma, to give and create the lien which it
purports to create and has been and at the Closing Date is duly and
properly recorded or filed in all places in Oklahoma necessary to
effectuate the lien of the First Mortgage Indenture; and
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(xvi) The Bonds are equally and ratably secured with all other First
Mortgage Bonds outstanding under the First Mortgage Indenture by the
First Mortgage Indenture subject to the provisions of the First Mortgage
Indenture relating to any sinking fund or a similar fund for the benefit
of the first mortgage bonds of any particular series. The First Mortgage
Indenture constitutes a first mortgage lien, subject only to permissible
encumbrances, as defined in the First Mortgage Indenture, on all of the
property, real, personal, and mixed (except as hereinafter noted), in
Oklahoma now owned by the Company. The First Mortgage Indenture also
constitutes a first mortgage lien, subject to permissible encumbrances as
defined in the First Mortgage Indenture, on all property, real, personal,
and mixed (except as hereinafter noted), hereafter acquired by the
Company in Oklahoma in conformity with the terms of the First Mortgage
Indenture, except as the United States Bankruptcy Code may affect the
validity of the lien of the First Mortgage Indenture on property acquired
after the commencement of a case under such Code, except as to the prior
lien of the First Mortgage Trustee under the First Mortgage Indenture in
certain events specified therein and except as otherwise provided in the
First Mortgage Indenture in case of consolidation or merger. There are
excepted from the lien of the First Mortgage Indenture, as more fully set
forth in the granting clauses thereof, (1) all shares of stock, bonds,
notes, evidences of indebtedness and other securities other than such as
may be or are required to be deposited from time to time with the First
Mortgage Trustee, (2) cash other than such as may be or are required to
be deposited from time to time with the First Mortgage Trustee, (3)
contracts, claims, bills and accounts receivable, and chooses in action
other than such as may be or are required to be from time to time
assigned to the First Mortgage Trustee, (4) motor vehicles, (5) any oil,
gas and other minerals under or on lands owned by the Company, (6) goods,
wares and merchandise, equipment and supplies acquired for the purpose of
sale or resale in the usual course of business or for the purpose of
consumption in the operation, construction or repair of any of the
properties of the Company, and (7) certain properties specifically
described in Schedule B to the First Mortgage Indenture not used or
useful in the business of the Company. The Company, except as to
permissible encumbrances, as defined in the First Mortgage Indenture, has
good and valid title to the real and fixed properties in Oklahoma and
franchises from Oklahoma or federal authorities now owned by it;
(however, such opinion need not cover titles to rights-of-way or
easements for transmission or distribution lines).
(d) The Company shall have furnished to the Representatives the opinion
of , counsel for the Company in the State of Arkansas
("Arkansas counsel"), dated the Closing Date, to the effect that:
(i) the Company is duly qualified as a foreign corporation under the
laws of the State of Arkansas and has corporate power, right and
authority to do business and to own property in the State of Arkansas in
the manner and as set forth in the Prospectus;
(ii) the First Mortgage Indenture is in proper form, conforming to
the laws of the State of Arkansas, to give and create the lien which it
purports to create and has been and at the Closing Date is duly and
properly recorded or filed in all places in Arkansas necessary to
effectuate the lien of the First Mortgage Indenture;
(iii) the First Mortgage Indenture constitutes a first mortgage lien,
subject only to permissible encumbrances, as defined in the First
Mortgage Indenture, on all of the property, real, personal, and mixed
(except as hereinafter noted), in Arkansas now owned by the Company. The
First Mortgage Indenture also constitutes a first mortgage lien, subject
to permissible encumbrances as defined in the First Mortgage Indenture,
on all property, real, personal, and mixed (except as hereinafter noted)
hereafter acquired by the Company in Arkansas in conformity with the
terms of the First Mortgage Indenture, except as the United States
Bankruptcy Code may affect the validity of the lien of the First Mortgage
Indenture on property acquired after the commencement of a case under
such Code, except as to the prior lien of the First Mortgage Trustee
under the First Mortgage Indenture in certain events
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<PAGE>
specified therein and except as otherwise provided in the First Mortgage
Indenture in case of consolidation or merger. There are excepted from the
lien of the First Mortgage Indenture, as more fully set forth in the
granting clauses thereof, (1) all shares of stock, bonds, notes,
evidences of indebtedness and other securities other than such as may be
or are required to be deposited from time to time with the First Mortgage
Trustee, (2) cash other than such as may be or are required to be
deposited from time to time with the First Mortgage Trustee, (3)
contracts, claims, bills and accounts receivable, and chooses in action
other than such as may be or are required to be from time to time
assigned to the First Mortgage Trustee, (4) motor vehicles, (5) any oil,
gas and other minerals under or on lands owned by the Company, (6) goods,
wares and merchandise, equipment and supplies acquired for the purpose of
sale or resale in the usual course of business or for the purpose of
consumption in the operation, construction or repair of any of the
properties of the Company, and (7) certain properties specifically
described in Schedule B to the First Mortgage Indenture not used or
useful in the business of the Company. The Company, except as to
permissible encumbrances, as defined in the First Mortgage Indenture, has
good and valid title to the real and fixed properties in Arkansas and
franchises from Arkansas authorities now owned by it; (however, such
opinion need not cover titles to rights-of-way or easements for
transmission or distribution lines);
(iv) except in localities where the Company has no franchises, which
are relatively few and not of large population, and where the failure to
have such franchises will not have a material adverse effect on the
business or operations of the Company, the Company has sufficient
authority under statutory provisions or by grant of franchises or permits
by municipalities or counties to conduct its business in Arkansas as
presently conducted and as described in the Prospectus;
(v) all statements contained in the Registration Statement and
Prospectus purporting to set forth the advice or the opinion of such
counsel or to be based upon the opinion of such counsel correctly set
forth the opinion of such counsel on such respective matters;
(vi) the Arkansas Commission has duly issued its order authorizing the
issuance and sale by the Company of the Purchased Senior Notes and the
issuance of the Bonds on terms consistent with this Agreement and such
order is still in force and effect; the issuance and sale of the
Purchased Senior Notes to the Underwriters and the issuance of the Bonds
to the First Mortgage Trustee is in conformity with the terms of such
order; and no further approval, authorization, consent, certificate or
order of the Arkansas Commission or any other governmental or regulatory
authority is necessary with respect to the issuance and sale of the
Purchased Senior Notes and the issuance of the Bonds by the Company as
contemplated in this Agreement, other than approvals that may be required
under Arkansas state securities laws; and
(vii) he is not handling any litigation relating to the Company except
as set forth in a schedule attached to such opinion.
(e) The Company shall have furnished to the Representatives the opinion
of , counsel for the Company, dated the Closing Date, covering
the matters set forth in subdivisions (i), (ii), (iii), (iv), (v), (vii),
(viii), (x), (xiii) and (xiv) of paragraph (c) of this Section 5 and to the
further effect that:
(i) the Registration Statement has become effective under the Act
and, to the best of the knowledge of said counsel, no proceedings for a
stop order in respect thereof are pending or threatened under Section
8(d) or 8(e) of the Act;
(ii) the Registration Statement and the Prospectus (except as to the
financial statements and financial or statistical data contained or
incorporated by reference therein, with respect to which said counsel
need express no opinion) comply as to form, in all material
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<PAGE>
respects, with the requirements of the Act, the Exchange Act and the
Trust Indenture Act and the rules and regulations of the Commission under
such Acts; and the Incorporated Documents (except as to the financial
statements and financial or statistical data contained therein, with
respect to which said counsel need express no opinion) as of their
respective dates of filing with the Commission complied as to form in all
material respects with the Exchange Act and the rules and regulations of
the Commission thereunder;
(iii) the Indenture and the First Mortgage Indenture have each been
qualified under the Trust Indenture Act as and to the extent required by
the provisions of such Act; and
(iv) all approvals, authorizations, consents, certificates or orders
of any state or Federal commission or regulatory authority that are
necessary with respect to the issuance and sale of the Purchased Senior
Notes and the issuance of the Bonds by the Company as contemplated in
this Agreement have been obtained, other than approvals that may be
required under state securities laws.
Such opinion may be subject to the reservation that, in giving such opinion,
said counsel have relied on the opinion of Oklahoma counsel as to all matters of
Oklahoma law and on the opinion of Arkansas counsel as to all matters of
Arkansas law (including without limiting the foregoing all opinions as to titles
of the Company to its properties, the lien of the First Mortgage Indenture
thereon, the validity and sufficiency of franchises and permits, and the
validity and sufficiency of the orders described in subdivision (xi) of
subsection (c) of this Section 5 and subdivision (vi) of subsection (d) of this
Section 5), provided that such opinion shall state that said counsel believes
that the Underwriters and they are justified in relying on the opinions of
Oklahoma counsel and of Arkansas counsel.
(f) The Representatives shall have received from , counsel
for the Underwriters, such opinion or opinions, dated the Closing Date, with
respect to such matters related to the issuance and sale of the Purchased
Senior Notes as the Representatives may reasonably require, and the Company
shall have furnished to such counsel such documents as they request for the
purpose of enabling them to pass upon such matters.
(g) At the Closing Date there shall not have been, since the respective
dates as of which information is given in the Registration Statement and the
Prospectus, any material adverse change in the condition, financial or
otherwise, of the Company or in the earnings, affairs or business prospects
of the Company, whether or not arising in the ordinary course of business,
and the Representatives shall have received a certificate of the Chairman of
the Board and President or a Vice President of the Company, dated the
Closing Date, to the effect that (i) there has been no such material adverse
change, (ii) the representations and warranties contained in this Agreement
are true and correct with the same force and effect as though expressly made
at and as of the Closing Date, (iii) the Company has complied with all
agreements and satisfied all conditions on its part to be performed or
satisfied at or prior to the Closing Date and (iv) no stop order suspending
the effectiveness of the Registration Statement has been issued and no
proceedings for that purpose have been initiated or, to their knowledge,
threatened by the Commission.
(h) At the date of this Agreement and at the Closing Date the
Representatives shall receive from the Accountants a letter (in form and
substance satisfactory to them) dated such dates to the effect that they are
independent public accountants within the meaning of the Act and the
applicable published rules and regulations thereunder and that the answer to
Item 10 of Form S-3 is correct insofar as it relates to them, and stating in
effect that (i) in their opinion, the financial statements and schedules
audited by them and contained in the Incorporated Documents comply as to
form in all material respects with the applicable accounting requirements of
the Act, the Exchange Act and the published rules and regulations
thereunder; (ii) they have performed limited procedures, not constituting an
audit, including a reading of the latest available unaudited interim
financial statements of the Company and its Subsidiaries, a reading of all
recent minutes of meetings of the Board of Directors, committees of the
Board of Directors and shareowners of the Company and its Subsidiaries,
inquiries of officials of the Company and its
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<PAGE>
Subsidiaries responsible for financial and accounting matters and such other
inquiries and procedures as may be specified in such letter, and on the
basis of such limited review and procedures, nothing came to their attention
which caused them to believe that (a) any unaudited financial statements of
the Company included or incorporated by reference in the Registration
Statement or Prospectus do not comply as to form in all material respects
with the applicable accounting requirements of the Act, the Exchange Act and
the rules and regulations applicable thereto or are not stated on a basis
substantially consistent with that of the audited financial statements of
the Company incorporated by reference in the Registration Statement, or (b)
as of a specified date not more than five business days prior to the date of
delivery of each such letter, there was any decrease in the capital stock or
any increase in the consolidated long-term debt of the Company and its
subsidiaries, or any decrease in consolidated net assets, as compared with
amounts shown in the most recent consolidated balance sheet included or
incorporated by reference in the Registration Statement or for the period
from the first day of the month next following the date of said balance
sheet to a specified date not more than five business days prior to the date
of delivery of each such letter there were any decreases, as compared with
the corresponding period in the preceding year, in operating revenues,
operating income and net income, except in all instances for changes which
the Prospectus discloses have occurred or may occur or which are described
in such letter; (iii) they have carried out specified procedures performed
for the purpose of comparing certain specified financial information and
percentages (which is limited to financial information derived from general
accounting records of the Company) included or incorporated by reference in
the Registration Statement with indicated amounts in the financial
statements or accounting records of the Company and (excluding any questions
of legal interpretation) have found such information and percentages to be
in agreement with the relevant accounting and financial information of the
Company referred to in such letter in the description of the procedures
performed by them and (iv) they have read any unaudited financial statement
information and financial ratios set forth in the Prospectus Supplement and
have performed specified procedures with respect thereto set forth in such
letter, and nothing came to their attention which caused them to believe
that such financial information does not agree with the latest available
unaudited interim financial statements of the Company and its Subsidiaries
or was not determined on a basis substantially consistent with that of the
corresponding amounts in the audited financial statements incorporated by
reference in the Registration Statement. If additional unaudited financial
information is included in the Prospectus, appropriate statements with
respect thereto shall also be set forth in such letter.
(i) Subsequent to the respective dates as of which information is given
in the Registration Statement and the Prospectus, there shall not have been
any change or decrease specified in the letter referred to in paragraph (h)
of this Section 5 which makes it impractical or inadvisable in the judgment
of the Representatives to proceed with the public offering or delivery of
the Purchased Senior Notes as contemplated by the Prospectus.
(j) Prior to the Closing Date, the Company shall have furnished to the
Representatives such further information, certificates and documents as the
Representatives may reasonably request.
In giving the opinions contemplated by paragraphs (c), (d), (e) and (f) of
this Section 5, counsel may rely upon certificates of state officials as to the
Company's good standing and upon certificates of officers of the Company as to
matters of fact relevant to such opinions. In giving such opinions, counsel may
assume (i) that the Purchased Senior Notes and the Bonds have been executed on
behalf of the Company by the manual or facsimile signatures of the President or
a Vice President and the Secretary or an Assistant Secretary of the Company and
have been manually authenticated by an authorized official of the Trustee, (ii)
that the signatures on all documents examined by them are genuine, and (iii) the
adequacy of the written information supplied by the Representatives and the
other Underwriters expressly for use in the Registration Statement or the
Prospectus.
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If any of the conditions specified in this Section 5 shall not have been
fulfilled when and as provided in this Agreement, or if any of the opinions or
certificates mentioned above or elsewhere in this Agreement shall not be in all
material respects reasonably satisfactory in form and substance to the
Representatives and their counsel, this Agreement and all obligations of the
Underwriters hereunder may be canceled at, or at any time prior to, the Closing
Date by the Representatives.
6. CONDITIONS OF COMPANY'S OBLIGATION. The obligation of the Company to
deliver the Purchased Senior Notes and the Bonds upon payment therefor shall be
subject to the following conditions:
On the Closing Date the orders of the Oklahoma Commission and the Arkansas
Commission referred to in paragraph (i) of Section 2 hereof shall be in full
force and effect substantially in the form in which originally entered; the
Indenture and the First Mortgage Indenture, shall be qualified under the Trust
Indenture Act as and to the extent required by such Act; and no stop order
suspending the effectiveness of the Registration Statement shall be in effect
and no proceedings for that purpose shall then be pending before, or threatened
by, the Commission.
In case any of the conditions specified above in this Section 6 shall not
have been fulfilled, this Agreement may be terminated by the Company by
delivering written notice of termination to the Representatives. Any such
termination shall be without liability of any party to any other party except to
the extent provided in paragraph (g) of Section 4 and Section 7 hereof.
7. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If the sale of the Purchased
Senior Notes provided for herein is not consummated because any condition to the
obligations of the Underwriters or the Company set forth in Section 5 or Section
6 hereof, respectively, is not satisfied or because of any refusal, inability or
failure on the part of the Company to perform any agreement herein or comply
with any provision hereof other than by reason of a default by any of the
Underwriters, the Company will reimburse the Underwriters severally upon demand
for all out-of-pocket expenses (including reasonable fees and disbursements of
counsel and any amounts deposited by the Representatives with the Company for
payment of the Oklahoma Real Estate Mortgage Tax) that shall have been incurred
by them in connection with the proposed purchase and sale of the Purchased
Senior Notes.
8. INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to indemnify
and hold harmless each Underwriter, the directors, officers, employees and
agents of each Underwriter and each person who controls any Underwriter within
the meaning of either the Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several (including any investigation,
legal or other expenses reasonably incurred in connection with, and any amount
paid in settlement of, any action, suit or proceeding or any claim asserted), to
which they or any of them may become subject under the Act, the Exchange Act or
other federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement as
originally filed or in any amendment thereof, or in any preliminary prospectus
or the Prospectus, or in any amendment thereof or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state in any such
document a material fact required to be stated therein or necessary to make the
statements therein not misleading, and agrees to reimburse each such indemnified
party for any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage, liability or
action; provided that (i) the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any Underwriter through
the Representatives specifically for use in connection with the preparation
thereof and (ii) such indemnity with respect to any preliminary prospectus shall
not inure to the benefit of any Underwriter (or any person controlling such
Underwriter) from whom the person asserting any such loss, claim, damage or
liability purchased any of the Purchased Senior Notes which are the subject
thereof if such person did not
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receive a copy of the Prospectus (or, if the Prospectus shall have been amended
or supplemented, the Prospectus as then amended or supplemented), excluding the
Incorporated Documents, at or prior to the confirmation of the sale of such
Purchased Senior Notes to such person in any case where such delivery is
required by the Act and the untrue statement or omission of a material fact
contained in such preliminary prospectus was corrected in the Prospectus (or the
Prospectus as then amended or supplemented). This indemnity agreement will be in
addition to any liability which the Company may otherwise have.
(b) Each Underwriter severally agrees to indemnify and hold harmless the
Company, each of its directors, each of its officers who signs the
Registration Statement, and each person who controls the Company within the
meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Company to each Underwriter, but only with
reference to written information relating to such Underwriter furnished to
the Company by or on behalf of such Underwriter through the Representatives
specifically for use in the preparation of the documents referred to in the
foregoing indemnity. This indemnity agreement will be in addition to any
liability which any Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this Section 8
of notice of the commencement of any action, such indemnified party will, if
a claim in respect thereof is to be made against the indemnifying party
under this Section 8, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party
will not relieve it from any liability which it may have to any indemnified
party otherwise than under this Section 8. In case any such action is
brought against any indemnified party, and it notifies the indemnifying
party of the commencement thereof, the indemnifying party will be entitled
to participate therein and, to the extent that it may elect by written
notice delivered to the indemnified party promptly after receiving the
aforesaid notice from such indemnified party, to assume the defense thereof,
with counsel satisfactory to such indemnified party; provided that if the
defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified
party or parties. Upon receipt of notice from the indemnifying party to such
indemnified party of its election so to assume the defense of such action
and approval by the indemnified party of counsel, the indemnifying party
will not be liable to such indemnified party under this Section 8 for any
legal or other expense subsequently incurred by such indemnified party in
connection with the defense thereof unless (i) the indemnified party shall
have employed separate counsel in connection with the assertion of legal
defenses in accordance with the proviso to the next preceding sentence (it
being understood, however, that the indemnifying party shall not be liable
for the expenses of more than one separate counsel, approved by the
Representatives in the case of subparagraph (a), representing the
indemnified parties under subparagraph (a) who are parties to such action),
(ii) the indemnifying party shall not have employed counsel satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after notice of commencement of the action or (iii) the indemnifying
party has authorized the employment of counsel for the indemnified party at
the expense of the indemnifying party; and except that, if clause (i) or
(iii) is applicable, such liability shall be only in respect of the counsel
referred to in such clause (i) or (iii). Any indemnifying party shall not be
liable for any settlement of any action or claim effected without its
written consent, which consent may not be unreasonably withheld, but if
settled with such consent, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such
settlement. No indemnifying party shall, without the prior written consent
of the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could
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<PAGE>
have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release
of such indemnified party from all liability arising out of such proceeding.
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph (a) of
this Section 8 is due in accordance with its terms but is for any reason
held by a court to be unavailable from the Company on grounds of policy or
otherwise, the Company and the Underwriters shall contribute to the
aggregate losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating or defending
same) to which the Company and one or more of the Underwriters may be
subject (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Underwriters from the offering of
the Purchased Senior Notes or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause
(i) above, but also the relative fault of the Company or the Underwriters in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company and the
Underwriters shall be deemed to be in the same respective proportions as the
net proceeds from the offering (before deducting expenses) received by the
Company and the underwriting discount received by the Underwriters, in each
case as set forth on the cover of the Prospectus Supplement, bear to the
aggregate public offering price of the Purchased Senior Notes. The relative
fault of the Company and the Underwriters shall be determined by a reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact relates to information supplied by the Company or by the
Underwriters and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission. The Company and the Underwriters agree that it would not be just
and equitable if contribution pursuant to this paragraph (d) were determined
by pro rata allocation (even if the Underwriters were treated as one entity
for such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to in the foregoing
provisions of this paragraph (d). Notwithstanding the provisions of this
paragraph (d), (x) in no case shall any Underwriter (except as may be
provided in any Agreement Among Underwriters) be responsible for any amount
in excess of the aggregate underwriting discounts applicable to the
Purchased Senior Notes purchased by such Underwriter hereunder and (y) no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The Underwriters'
obligations to contribute pursuant to this paragraph (d) are several (and
not joint) in proportion to the respective principal amount of Purchased
Senior Notes to be purchased by each of such Underwriters. For purposes of
this Section 8, each person who controls an Underwriter within the meaning
of the Act shall have the same rights to contribution as such Underwriter,
and each person who controls the Company within the meaning of either the
Act or the Exchange Act, each officer of the Company who shall have signed
the Registration Statement and each director of the Company shall have the
same rights to contribution as the Company, subject in each case to clauses
(x) and (y) of this paragraph (d). Any party entitled to contribution will,
promptly after receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for contribution
may be made against another party or parties under this paragraph (d),
notify such party from whom contributions may be sought, but the omission to
so notify such party or parties shall not relieve the party or parties from
whom contribution may be sought from any other obligation it or they may
have hereunder or otherwise than under this paragraph (d).
9. DEFAULT BY AN UNDERWRITER. If any one or more of the Underwriters shall
fail to purchase and pay for the Purchased Senior Notes agreed to be purchased
by such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the Representatives may find one or more substitute underwriters to
purchase such Purchased Senior Notes or make such other arrangements as the
Representatives
15
<PAGE>
deem advisable or one or more of the nondefaulting Underwriters may agree to
purchase such Purchased Senior Notes in such proportions as may be agreed upon
by the Representatives, in each case upon the terms set forth in this Agreement.
If no such arrangements have been made within 36 hours after the Closing Date,
each of the nondefaulting Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the amounts of Purchased Senior
Notes set forth opposite their names in Schedule II hereto bear to the aggregate
amount of Purchased Senior Notes set opposite the names of all the nondefaulting
remaining Underwriters) the Purchased Senior Notes which the defaulting
Underwriter or Underwriters agreed but failed to purchase, provided that in the
event that the aggregate principal amount of Purchased Senior Notes which the
defaulting Underwriter or Underwriters agreed but failed to purchase shall
exceed 10% of the aggregate principal amount of the Purchased Senior Notes set
forth in Schedule II hereto, the nondefaulting Underwriters shall have the right
to purchase all, but shall not be under any obligation to purchase any, of the
Purchased Senior Notes and if such nondefaulting Underwriters do not purchase
all the Purchased Senior Notes, this Agreement will terminate without liability
to any nondefaulting Underwriter or the Company, except as provided in Section
11 hereof. In the event of a default by any Underwriter as set forth in this
Section 9, the Closing Date shall be postponed for such period, not exceeding
seven days, as the Representatives shall determine, in order that the required
changes in the Registration Statement and the Prospectus Supplement or in any
other documents or arrangements may be effected. Nothing contained in this
Agreement shall relieve any defaulting Underwriter of its liability, if any, to
the Company and any nondefaulting Underwriter for damages occasioned by its
default hereunder.
10. TERMINATION. This Agreement shall be subject to termination in the
absolute discretion of the Representatives, by notice given to the Company prior
to delivery of and payment for the Purchased Senior Notes, if prior to such time
(i) there has been, since the date of this Agreement or since the respective
dates as of which information is given in the Registration Statement and the
Prospectus, any loss sustained by the Company or any Subsidiary by strike, fire,
flood, accident or other calamity of such character as to interfere materially
with the conduct of the business and operations of the Company and its
Subsidiaries taken as a whole regardless of whether or not such loss shall have
been insured, or any material adverse change in the earnings, affairs, condition
(financial or otherwise) or business prospects of the Company and its
Subsidiaries taken as a whole, whether or not arising in the ordinary course of
business, (ii) trading in securities generally on the New York Stock Exchange
shall have been suspended or limited or additional material governmental
restrictions, not in force on the date of this Agreement, have been imposed upon
trading in securities generally, or minimum or maximum prices for trading shall
have been fixed, or maximum ranges for prices for securities shall have been
required on the New York Stock Exchange, by the New York Stock Exchange or by
order of the Commission or any other governmental authority having jurisdiction,
(iii) a banking moratorium shall have been declared either by federal or New
York State authorities, or (iv) there shall have occurred any outbreak or
material escalation of hostilities or other calamity or crisis, the effect of
which on the financial markets of the United States is such as to make it, in
the judgment of the Representatives, impracticable or inadvisable to market the
Purchased Senior Notes.
11. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective agreements,
representations, warranties, indemnities and other statements of the Company or
its officers and of the Underwriters set forth in or made pursuant to this
Agreement will remain in full force and effect, regardless of any investigation
made by or on behalf of any Underwriter or the Company or any of the officers,
directors, employees, agents or controlling persons referred to in Section 8
hereof, and will survive delivery of and payment for the Purchased Senior Notes.
The provisions of Sections 7 and 8 hereof shall survive the termination or
cancellation of this Agreement.
12. NOTICES. All communications hereunder will be in writing and effective
only on receipt, and, if sent to the Representatives, will be mailed, delivered
in person or transmitted by any form of written telecommunication to them at the
address specified in Schedule I hereto, or, if sent to the
16
<PAGE>
Company, will be mailed, delivered in person or transmitted by any form of
written telecommunication to it, at , ,
, attention of , Treasurer.
13. SUCCESSORS. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and assigns and the
officers, directors, employees, agents and controlling persons referred to in
Section 8 hereof, and no other person will have any right or obligation
hereunder. The term "successors and assigns" as used in this Agreement shall not
include any purchaser, as such purchaser, of any of the Purchased Senior Notes
from any of the Underwriters.
14. REPRESENTATION OF THE UNDERWRITERS. The Representatives represent and
warrant to the Company that they are authorized to act as the representatives of
the Underwriters in the subject matter of this Agreement, and the
Representatives' execution and delivery of this Agreement and any action under
this Agreement taken by such Representatives will be binding upon all
Underwriters.
15. INTERPRETATION WHEN NO REPRESENTATIVES. In the event no Underwriters
are named in Schedule II hereto, the term "Underwriters" shall be deemed for all
purposes of this Agreement to be the Underwriter or Underwriters named as such
in Schedule I hereto, the principal amount of the Purchased Senior Notes to be
purchased by any such Underwriter shall be that set opposite its name in
Schedule I hereto and all references to the "Representatives" shall be deemed to
be the Underwriter or Underwriters named in such Schedule I.
16. COUNTERPARTS. This Agreement may be executed in counterparts all of
which, taken together, shall constitute a single agreement among the parties to
such counterparts.
17. APPLICABLE LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of .
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the Company
and the several Underwriters.
Very truly yours,
OKLAHOMA GAS AND ELECTRIC COMPANY
By
--------------------------------------
The foregoing Agreement is hereby
confirmed and accepted as of the date
first above written.
- --------------------------------------
- --------------------------------------
By
- --------------------------------------
By
- --------------------------------------
For themselves and the other several
Underwriters named in Schedule II
hereto.
17
<PAGE>
SCHEDULE I
Registration Statement Nos.:
- --------------------------------------------------------------
Representatives:
- --------------------------------------------------------------------------
Amount, Purchase Price and Description of Purchased Senior Notes:
Aggregate Principal Amount: $
------------------------------
Purchase Price:
-------------% of the aggregate principal amount
Interest Rate:
-------------% per annum
Initial Public Offering Price:
-------------% of the aggregate principal amount
Dealer Discount:
-------------% of the aggregate principal amount
Reallowance to Dealers:
-------------% of the aggregate principal amount
Dated date:
- ---------,
- ----
Maturity:
- ---------,
- ----
Redemption Provisions:
The Senior Notes will not be subject to redemption prior to
---------------,
----------. Thereafter, the Senior Notes are subject to redemption, at the
election of the Company, at the following Redemption Prices (expressed in
percentages of the principal amount) if redeemed during the 12 months
beginning
--------------- of the years indicated below.
<TABLE>
<S> <C>
- ------- -------%
- ------- -------%
- ------- -------%
- ------- -------%
- ------- -------%
- ------- -------%
- ------- -------%
- ------- -------%
- ------- -------%
- ------- -------%
- ------- and thereafter -------%
</TABLE>
<PAGE>
SCHEDULE I (CONTINUED)
Other Provisions:
Time, Date and Place of Delivery and Payment:
Time and Date --
----------------------
---------------.M.
---------------------- Time,
----------------------,
-----------------
Place:
-----------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Oklahoma Real Estate Mortgage Tax:
- -------%
Office for Examination of
Purchased Senior Notes:
- ----------------------------------------------------------------
Address for Notices to Representatives pursuant to Section 12 of Underwriting
Agreement:
<PAGE>
SCHEDULE II
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
OF PURCHASED SENIOR
NAME OF UNDERWRITER NOTES
- -------------------------------------------------------------------- ------------------------
<S> <C>
$
- ------------------------------------------------------
----------
$
- ------------------------------------------------------
----------
$
- ------------------------------------------------------
----------
----------
Total $
----------
----------
</TABLE>
<PAGE>
EXHIBIT 4.29
----------------------------------------------------------------------
----------------------------------------------------------------------
SUPPLEMENTAL TRUST INDENTURE
FROM
OKLAHOMA GAS AND ELECTRIC COMPANY
TO
BOATMEN'S FIRST NATIONAL BANK
OF OKLAHOMA
TRUSTEE
---------
DATED
---------
SUPPLEMENTAL TO TRUST INDENTURE
DATED FEBRUARY 1, 1945
----------------------------------------------------------------------
----------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
--------------
PAGE
Parties................................................................... 1
Recitals.................................................................. 1
Form of Bond.............................................................. 3
Form of Trustee's Certificate............................................. 5
Further Recitals.......................................................... 5
ARTICLE I.
SPECIFIC SUBJECTION OF PROPERTY TO THE LIEN
OF THE ORIGINAL INDENTURE
SECTION 1.01 -- Grant of certain property, including personal
property to comply with the Uniform Commercial Code,
subject to permissible encumbrances and other
exceptions contained in Original Indenture.......... 6
ARTICLE II.
FORM AND EXECUTION OF BONDS OF SENIOR NOTE SERIES
SECTION 2.01 -- Terms of bonds of Senior Note Series ............. 7
SECTION 2.02 -- Bonds of Senior Note Series deemed fully paid upon
payment of Senior Notes............................. 8
SECTION 2.03 -- Redemption provisions may be incorporated by
reference........................................... 8
SECTION 2.04 -- Interchangeability of bonds of Senior Note
Series.............................................. 8
SECTION 2.05 -- Charges for exchange or transfer of bonds........... 8
ARTICLE III.
REDEMPTION OF BONDS OF SENIOR NOTE SERIES
SECTION 3.01 -- Redemption of Bonds................................. 10
SECTION 3.02 -- Sinking Fund for Bonds.............................. 10
SECTION 3.03 -- Payment on Redemption............................... 10
SECTION 3.04 -- Other Principal Repayments.......................... 10
I
<PAGE>
<TABLE>
<S> <C><C> <C> <C>
ARTICLE IV.
FINANCING STATEMENT TO COMPLY WITH THE UNIFORM COMMERCIAL CODE
SECTION 4.01 -- Names and addresses of debtor and secured party..... 11
SECTION 4.02 -- Property subject to lien............................ 11
SECTION 4.03 -- Maturity dates and principal amounts of obligations
secured............................................. 11
SECTION 4.04 -- Financing Statement adopted for all First Mortgage
Bonds listed in Section 4.03........................ 11
SECTION 4.05 -- Recording data for Original Indenture and prior
Supplemental Indentures............................. 12
SECTION 4.06 -- Financing Statement covers additional series of
First Mortgage Bonds................................ 12
ARTICLE V.
MISCELLANEOUS
SECTION 5.01 -- Recitals of fact, except as stated, are statements
of the Company...................................... 12
SECTION 5.02 -- Supplemental Trust Indenture to be construed as a
part of the Original Indenture...................... 12
SECTION 5.03 -- (a) Trust Indenture Act to control...................... 12
(b) Severability of provisions contained in Supplemental
Trust Indenture and bonds........................... 13
SECTION 5.04 -- Word "Indenture" as used herein includes in its
meaning the Original Indenture and all indentures
supplemental thereto................................ 13
SECTION 5.05 -- References to either party in Supplemental Trust
Indenture include successors or assigns............. 13
SECTION 5.06 -- (a) Provision for execution in counterparts............. 13
(b) Table of Contents and descriptive headings of
Articles not to affect meaning...................... 13
SCHEDULE A................................................................ A-1
</TABLE>
II
<PAGE>
SUPPLEMENTAL TRUST INDENTURE, made as of the day of by and
between OKLAHOMA GAS AND ELECTRIC COMPANY, a corporation duly organized under
the laws of the Territory of Oklahoma and existing under and by virtue of the
laws of the State of Oklahoma, having its principal office in the City of
Oklahoma City, in said State of Oklahoma (hereinafter sometimes called the
"Company"), the party of the first part, and Boatmen's First National Bank of
Oklahoma, a national banking association duly organized and existing under the
National Banking Laws of the United States of America, having its principal
office in the City of Oklahoma City, in the State of Oklahoma, as Trustee, party
of the second part:
WITNESSETH:
WHEREAS, the Company has heretofore executed and delivered its Trust
Indenture (hereinafter referred to as the "Original Indenture"), made as of
February 1, 1945, whereby the Company granted, bargained, sold, warranted,
released, conveyed, assigned, transferred, mortgaged, pledged, set over and
confirmed unto the trustee under said indenture and to its respective successors
in trust (herein the "Trustee"), all property, real, personal and mixed then
owned or thereafter acquired or to be acquired by the Company (except as therein
excepted from the lien thereof) and subject to the rights reserved by the
Company in and by the provisions of the Original Indenture, to be held by said
Trustee and its respective successors in trust in accordance with the provisions
of the Original Indenture for the equal pro rata benefit and security of all and
each of the bonds issued and to be issued thereunder in accordance with the
provisions thereof; and
WHEREAS, The First National Bank and Trust Company of Oklahoma City was
formerly the Trustee under the Original Indenture as supplemented; and
WHEREAS, pursuant to Article XVI of the Original Indenture, Boatmen's First
National Bank of Oklahoma has succeeded The First National Bank and Trust
Company of Oklahoma City as Trustee under the Original Indenture, as
supplemented; and
WHEREAS, Section 2.01 of the Original Indenture provides that bonds may be
issued thereunder in one or more series, each series to have such distinctive
designation as the Board of Directors of the Company may select for such series;
and
WHEREAS, the Company has heretofore issued in accordance with the provisions
of the Original Indenture, bonds of a series designated "First Mortgage Bonds,
Series due February 1, 1975," bearing interest at the rate of 2 3/4% per annum,
which were paid at maturity and are no longer outstanding; and
WHEREAS, the Company has heretofore executed and delivered to the Trustee
the following additional Supplemental Trust Indentures which, in addition to
conveying, assigning, transferring, mortgaging, pledging, setting over and
confirming to the Trustee, and its respective successors in said trust,
additional property acquired by it subsequent to the preparation of the Original
Indenture and
1
<PAGE>
of the next preceding Supplemental Trust Indenture and adding to the covenants,
conditions and agreements of the Original Indenture certain additional
covenants, conditions and agreements to be observed by the Company, created the
following series of First Mortgage Bonds:
<TABLE>
<CAPTION>
DATE OF
SUPPLEMENTAL TRUST INDENTURE DESIGNATION OF SERIES
- -------------------------------------- ------------------------------------------------------
<S> <C>
December 1, 1948...................... Series due December 1, 1978 (redeemed)
June 1, 1949.......................... Series due June 1, 1979 (paid at maturity)
May 1, 1950........................... Series due May 1, 1980 (paid at maturity)
March 1, 1952......................... Series due March 1, 1982 (paid at maturity)
June 1, 1955.......................... Series due June 1, 1985 (paid at maturity)
January 1, 1957....................... Series due January 1, 1987 (paid at maturity)
June 1, 1958.......................... Series due June 1, 1988 (paid at maturity)
March 1, 1963......................... Series due March 1, 1993 (paid at maturity)
March 1, 1965......................... Series due March 1, 1995 (paid at maturity)
January 1, 1967....................... Series due January 1, 1997
January 1, 1968....................... Series due January 1, 1998
January 1, 1969....................... Series due January 1, 1999
January 1, 1970....................... Series due January 1, 2000 (redeemed)
January 1, 1972....................... Series due January 1, 2002
January 1, 1974....................... Series due January 1, 2004 (redeemed)
January 1, 1975....................... Series due January 1, 2005 (redeemed)
January 1, 1976....................... Series due January 1, 2006 (redeemed)
January 1, 1977....................... Series due January 1, 2007
November 1, 1977...................... Series due November 1, 2007
December 1, 1977...................... Pollution Control Series A (redeemed)
February 1, 1980...................... Series due February 5, 2000 (redeemed)
April 15, 1982........................ Pollution Control Series B (redeemed)
August 15, 1986....................... Series due August 15, 2016
March 1, 1987......................... Pollution Control Series C
November 15, 1990..................... Series due December 1, 2020
October 1, 1995....................... Senior Note Series A and Senior Note Series B; and
</TABLE>
WHEREAS, the Company has heretofore executed and delivered to the Trustee a
Supplemental Trust Indenture, dated September 14, 1976, and a Supplemental Trust
Indenture, dated December 9, 1991, setting forth duly adopted modifications and
alterations to the Original Indenture and all Supplemental Trust Indentures
thereto; and
WHEREAS, the Company has agreed to issue $ principal amount of its
Senior Notes, % Series due (the "Senior Notes due ")
pursuant to the provisions of the Indenture dated as of October 1, 1995 and all
indentures supplemental thereto (the "Senior Note Indenture") between the
Company and Boatmen's First National Bank of Oklahoma, as trustee (said trustee
or any successor trustee under the Senior Note Indenture being hereinafter
referred to as the "Senior Note Trustee"); and
2
<PAGE>
WHEREAS, in order to secure the Company's obligations to pay principal,
premium, if any, and interest on the Senior Notes due and any other series
of notes issued under the Senior Note Indenture prior to the Release Date (as
hereinafter defined) (the Senior Notes due and other notes collectively, the
"Senior Notes"), the Company desires to provide for the issuance under the
Original Indenture to the Senior Note Trustee of a new series of bonds
designated "First Mortgage Bonds, Senior Note Series ", having the same stated
rate of interest, interest payment dates, stated maturity date and redemption
provisions and in the same aggregate principal amount as the Senior Notes due
, all of such Bonds to be issued as registered bonds without coupons in
denominations of a multiple of $1,000 and to be substantially in the form and of
the tenor following, to-wit:
(Form of Bond of Senior Note Series )
OKLAHOMA GAS AND ELECTRIC COMPANY
(Incorporated under the laws of Oklahoma)
First Mortgage Bonds
Senior Note Series
This Bond is not transferable except to a successor trustee under the Indenture,
dated October 1, 1995, as supplemented, between Oklahoma Gas and Electric
Company and Boatmen's First National Bank of Oklahoma, as trustee.
No. $
OKLAHOMA GAS AND ELECTRIC COMPANY, a corporation organized under the laws of
the Territory of Oklahoma and existing under and by virtue of the laws of the
State of Oklahoma (hereinafter called the Company), for value received, hereby
promises to pay to Boatmen's First National Bank of Oklahoma, trustee, under the
Indenture dated as of October 1, 1995 (the "Senior Note Indenture") between the
Company and Boatmen's First National Bank of Oklahoma or to any successor
trustee under the Senior Note Indenture (said trustee and any successor trustee
under the Senior Note Indenture being hereinafter referred to as the "Senior
Note Trustee"), at the office of Boatmen's First National Bank of Oklahoma, at
Oklahoma City, Oklahoma, the sum of Dollars in lawful money of the
United States of America, on the day of , and to pay
interest hereon from the date hereof at the rate of per cent per annum,
in like money, until the principal hereof becomes due and payable, said interest
being payable at the office of Boatmen's First National Bank of Oklahoma, at
Oklahoma City, Oklahoma, on the day of and on the day of
in each year; provided that, as long as there is no existing default in
the payment of interest and except for the payment of defaulted interest, the
interest payable on any or will be paid to the person in whose
name this bond was registered at the close of business on the record date (the
prior to such or the prior to such unless
any such date is not a business day, in which event it will be the next
preceding business day).
This bond is one of a duly authorized issue of bonds of the Company, known
as its First Mortgage Bonds, of the series and designation indicated on the face
hereof, which issue of bonds consists, or may consist, of several series of
varying denominations, dates and tenors, all issued and to be issued under and
equally secured (except insofar as a sinking fund, or similar fund, established
in accordance with the provisions of the Indenture may afford additional
security for the bonds of any specific series) by a Trust Indenture dated
February 1, 1945, and Supplemental Trust Indentures thereto, dated December 1,
1948, June 1, 1949, May 1, 1950, March 1, 1952, June 1, 1955, January 1, 1957,
June 1, 1958, March 1, 1963, March 1, 1965, January 1, 1967, January 1, 1968,
January 1, 1969, January 1, 1970, January 1, 1972, January 1, 1974, January 1,
1975, January 1, 1976, September 14, 1976, January 1, 1977, November 1, 1977,
December 1, 1977, February 1, 1980, April 15, 1982, August 15, 1986, March 1,
1987, November 15, 1990, December 9, 1991, October 1, 1995 and (all of
which instruments are herein collectively called the Indenture), between the
Company and Boatmen's First National Bank of Oklahoma (herein called the
Trustee), as successor trustee to The First National Bank and Trust Company of
Oklahoma City, to which Indenture reference is hereby made for a
3
<PAGE>
description of the property mortgaged and pledged, the nature and extent of the
security, the rights of the holders of the bonds as to such security, and the
terms and conditions upon which the bonds may be issued under the Indenture and
are secured. The principal hereof may be declared or may become due on the
conditions, in the manner and at the time set forth in the Indenture, upon the
happening of a completed default as in the Indenture provided.
The Bonds of this Series are required to be redeemed upon the occurrence of
certain events and upon the terms and conditions provided in the Supplemental
Trust Indenture dated October 1, 1995.
The Bonds of this Series are being issued in connection with the issuance
pursuant to the Senior Note Indenture of a series of notes designated the %
Senior Notes, Series due (the "Senior Notes due
"). The Company's obligations to make payments with respect to
the principal of, premium and/or interest on the Bonds of this Series shall be
fully or partially, as the case may be, satisfied and discharged to the extent
that, at the time any such payment shall be due, the then due principal, premium
and/or interest on the Senior Notes due shall have been fully
or partially paid or there shall have been deposited with the Senior Note
Trustee pursuant to Section 2.12 of the Senior Note Indenture sufficient
available funds to fully or partially pay the then due principal of, premium, if
any, and/or interest on the Senior Notes due .
Upon payment of the principal of, premium, if any, and interest on the
Senior Notes due , whether at maturity or prior to maturity by
redemption or otherwise, or upon provision for the payment thereof having been
made in accordance with Section 5.01 of the Senior Note Indenture, Bonds of this
Series in a principal amount equal to the principal amount of the Senior Notes
due so paid or for which provision for payment has been made
shall be deemed fully paid, satisfied and discharged and the obligations of the
Company thereunder shall be terminated and such Bonds of this Series shall be
surrendered to and cancelled by the Trustee. From and after such time as all
bonds (other than Bonds of this Series and bonds of any other series delivered
to the Senior Note Trustee pursuant to Section 4.09 of the Senior Note
Indenture) have been retired through payment, redemption or otherwise (including
those bonds "deemed to be paid" within the meaning of that term as used in
Article X of the Original Indenture) at, before or after the maturity thereof
(the "Release Date"), the Bonds of this Series shall be deemed fully paid,
satisfied and discharged and the obligations of the Company hereunder and
thereunder shall be terminated. On the Release Date, the Bonds of this Series
shall be surrendered to and cancelled by the Trustee.
With the consent of the Company and to the extent permitted by and as
provided in the Indenture, the rights and obligations of the Company and/or of
the holders of the bonds, and/or the terms and provisions of the Indenture
and/or of any instruments supplemental thereto, may be modified or altered by
affirmative vote of the holders of at least 70% in principal amount of the bonds
then outstanding under the Indenture and any instruments supplemental thereto
(excluding bonds disqualified from voting by reason of the interest of the
Company or of certain related persons therein as provided in the Indenture);
provided that no such modification or alteration shall permit the extension of
the maturity of the principal of this bond or the reduction in the rate of
interest hereon or any other modification in the terms of payment of such
principal or interest or the taking of certain other action as more fully set
forth in the Indenture, without the consent of the holder hereof.
No recourse shall be had for the payment of principal of, premium, if any,
or interest on this bond, or any part thereof, or of any claim based hereon or
in respect hereof or of the Indenture, against any incorporator, or any past,
present or future stockholder, officer or director of the Company or of any
predecessor or successor corporation, either directly or through the Company, or
through any such predecessor or successor corporation, or through any receiver
or a trustee in bankruptcy, whether by virtue of any constitution, statute, or
rule of law or by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the consideration
for the issue hereof, expressly waived and released, as more fully provided in
the Indenture.
4
<PAGE>
This bond shall not be valid or become obligatory for any purpose unless and
until the certificate of authentication hereon shall have been signed by or on
behalf of Boatmen's First National Bank of Oklahoma, as Trustee under the
Indenture, or its successor thereunder.
IN WITNESS WHEREOF, OKLAHOMA GAS AND ELECTRIC COMPANY has caused this
instrument to be signed in its name by its President or a Vice President or with
the facsimile signature of its President, and its corporate seal, or a facsimile
thereof, to be hereto affixed and attested by its Secretary or an Assistant
Secretary or with the facsimile signature of its Secretary.
Dated:
OKLAHOMA GAS AND ELECTRIC COMPANY
By ----------------------------------------
ATTEST: PRESIDENT
- -----------------------------
SECRETARY
(Form of Trustee's Certificate)
This bond is one of the bonds of the series designated therein, described in
the within mentioned Indenture.
BOATMEN'S FIRST NATIONAL BANK OF
OKLAHOMA
By ----------------------------------------
AUTHORIZED SIGNATURE
and
WHEREAS, the Company is desirous of assigning, conveying, mortgaging,
pledging, transferring and setting over unto the Trustee and to its respective
successors in trust, additional property acquired by it subsequent to the date
of the preparation of the Supplemental Trust Indenture dated ; and
WHEREAS, Sections 4.01 and 20.03 of the Original Indenture provide in
substance that the Company and the Trustee may enter into indentures
supplemental thereto for the purposes, among others, of creating and setting
forth the particulars of any new series of bonds and of providing the terms and
conditions of the issue of the bonds of any series not expressly provided for in
the Original Indenture and of assigning, conveying, mortgaging, pledging and
transferring unto the Trustee additional property of the Company, and for any
other purpose not inconsistent with the terms of the Original Indenture; and
WHEREAS, the execution and delivery of this Supplemental Trust Indenture
have been duly authorized by a resolution adopted by the Board of Directors of
the Company;
Now, THEREFORE, THIS INDENTURE WITNESSETH:
Oklahoma Gas and Electric Company, in consideration of the premises and of
one dollar to it duly paid by the Trustee at or before the ensealing and
delivery of these presents, the receipt whereof is hereby acknowledged, and
other good and valuable considerations, does hereby covenant and agree to
5
<PAGE>
and with Boatmen's First National Bank of Oklahoma, as Trustee, and its
successors in the trust under the Indenture for the benefit of those who hold or
shall hold the bonds and coupons, or any of them, issued or to be issued
thereunder, as follows:
ARTICLE I.
SPECIFIC SUBJECTION OF PROPERTY TO
THE LIEN OF THE ORIGINAL INDENTURE
SECTION 1.01. The Company in order to better secure the payment, both of
the principal and interest, of all bonds of the Company at any time outstanding
under the Indenture, according to their tenor and effect, and the performance of
and compliance with the covenants and conditions in the Indenture contained, has
granted, bargained, sold, warranted, released, conveyed, assigned, transferred,
mortgaged, pledged, set over and confirmed and by these presents does grant,
bargain, sell, warrant, release, convey, assign, transfer, mortgage, pledge, set
over and confirm unto Boatmen's First National Bank of Oklahoma, as Trustee and
to its respective successors in said trust forever, subject to the rights
reserved by the Company in and by the provisions of the Indenture, all of the
property described and mentioned or enumerated in a schedule hereto annexed and
marked Schedule A, reference to said schedule being hereby made with the same
force and effect as if the same were incorporated herein at length; together
with all and singular the tenements, hereditaments and appurtenances belonging
or in anywise appertaining to the aforesaid property or any part thereof with
the reversion and reversions, remainder and remainders, tolls, rents and
revenues, issues, income, product and profits thereof;
Also, in order to subject the personal property and chattels of the Company
to the lien of the Indenture and to conform with the provisions of the Uniform
Commercial Code of the State of Arkansas, all power houses, substations,
electric generating plants, including buildings and other structures,
transmission and distribution systems, generating apparatus, machinery, engines,
boilers, tanks, dynamos, electric machines, regulators, meters, transformers,
generators, motors, conduits, cables, wires, poles, crossarms, insulators,
switches, capacitors, arrestors, and electrical and mechanical appliances and
apparatus; office, shop, garage and other general buildings and structures,
furniture and fixtures; and all municipal and other franchises and all
leaseholds, licenses, permits, and privileges; all as now owned or hereafter
acquired by the Company pursuant to the provisions of the Original Indenture;
and
All the estate, right, title and interest and claim whatsoever, at law as
well as in equity, which the Company now has or may hereafter acquire in and to
the aforesaid property and every part and parcel thereof;
Excluding, however, (1) all shares of stock, bonds, notes, evidences of
indebtedness and other securities other than such as may be or are required to
be deposited from time to time with the Trustee in accordance with the
provisions of the Indenture; (2) cash other than such as may be or is required
to be deposited from time to time with the Trustee in accordance with the
provisions of the Indenture; (3) contracts, claims, bills and accounts
receivable and choses in action other than such as may be or are required to be
from time to time assigned to the Trustee in accordance with the provisions of
the Indenture; (4) motor vehicles; (5) any oil, gas and other minerals under or
on lands owned by the Company; (6) any stock of goods, wares and merchandise,
equipment, and supplies acquired for the purpose of sale or resale in the usual
course of business or for the purpose of consumption in the operation,
construction or repair of any of the properties of the Company; and (7) the
properties described in Schedule B annexed to the Original Indenture.
To have and to hold all property, real, personal and mixed, mortgaged,
pledged or conveyed by the Company, or intended so to be, unto the Trustee and
its successors and assigns forever, subject,
6
<PAGE>
however, to permissible encumbrances as defined in Section 1.09 of the Original
Indenture and to the further reservations, covenants, conditions, uses and
trusts set forth in the Indenture; in trust nevertheless for the same purposes
and upon the same conditions as are set forth in the Indenture.
ARTICLE II.
FORM AND EXECUTION OF BONDS OF SENIOR NOTE SERIES
SECTION 2.01. There is hereby created for issuance under the Indenture a
series of bonds designated Senior Note Series , each of which shall bear the
descriptive title "First Mortgage Bond, Senior Note Series " and the form
thereof shall contain suitable provisions with respect to the matters hereafter
specified in this Section. The bonds of said series shall be substantially of
the tenor and purport hereinbefore recited. The bonds of said series shall
mature , and shall be issued as registered bonds without coupons in
denominations of $1,000, and any multiple of $1,000 and registered in the name
of the Senior Note Trustee. The bonds of said series shall bear interest at the
rate of % per annum payable semi-annually on and of each
year. The principal and interest shall be payable to the person in whose name
such Bond is registered at the office of the Trustee at Oklahoma City, Oklahoma,
in lawful money of the United States of America.
The Company's obligation to make payments with respect to the principal of,
premium and/or interest on the Bonds of Senior Note Series shall be fully or
partially, as the case may be, satisfied and discharged to the extent that, at
the time that any such payment shall be due, the then due principal of, premium
and/or interest on the Senior Notes due shall have been fully or partially
paid or there shall have been deposited with the Senior Note Trustee pursuant to
Section 2.12 of the Senior Note Indenture sufficient available funds to fully or
partially pay the then due principal, premium, if any and/or interest on the
Senior Notes due . Bonds of Senior Note Series shall be dated as of the
interest payment date next preceding the authentication thereof by the Trustee
except that (i) if any such bond shall be authenticated before , it
shall be dated as of October , , unless (iii) below is applicable, (ii) if
the Company shall at the time of the authentication of a Bond of Senior Note
Series be in default in the payment of interest upon the Bonds of Senior Note
Series , such bonds shall be dated as of the date of the beginning of the
period for which such interest is so in default, and (iii) as long as there is
no existing default in the payment of interest on the Bonds of Senior Note
Series , if any Bond of Senior Note Series shall be authenticated after the
close of business on any Record Date but on or prior to the interest payment
date relating to such Record Date, it shall be dated as of such interest payment
date.
The term "Record Date" as used herein with respect to any interest payment
date ( or ) for Bonds of Senior Note Series shall mean the
prior to such or the prior to such unless such
or shall not be a business day, in which event Record Date shall
mean the next preceding business day. The term "business day" as used herein
shall mean any day other than a Saturday or a Sunday or a day on which the
offices of the Trustee in the City of Oklahoma City, Oklahoma, are closed
pursuant to authorization of law.
SECTION 2.02. Upon payment of the principal of, premium, if any, and/or
interest on the Senior Notes due , whether at maturity or prior to maturity
by redemption or otherwise, or upon provision for the payment thereof having
been made in accordance with Section 5.01 of the Senior Note Indenture, Bonds of
Senior Note Series in a principal amount equal to the principal amount of the
Senior Notes due so paid or for which provision for payment has been made
shall be deemed fully paid, satisfied and discharged and the obligations of the
Company thereunder shall be terminated and such Bonds of Senior Note Series
shall be surrendered to and cancelled by the Trustee. From and after such time
as all bonds (other than Bonds of Senior Note Series and bonds of any other
series delivered to the Senior Note Trustee pursuant to Section 4.09 of the
Senior Note Indenture) have been retired through payment, redemption or
otherwise (including those bonds "deemed to be paid" within the meaning of that
term as used in Article X of the Original Indenture) at, before or after the
maturity thereof (the "Release Date"), the Bonds of Senior Note Series shall
7
<PAGE>
be deemed fully paid, satisfied and discharged and the obligation of the Company
thereunder shall be terminated. On the Release Date, the Bonds of Senior Note
Series shall be surrendered to and cancelled by the Trustee.
SECTION 2.03. The terms and conditions of redemption of the Bonds of Senior
Note Series need not be specified in any Bond of Senior Note Series if an
appropriate reference be made in said Bond to the provisions of this
Supplemental Trust Indenture.
SECTION 2.04. The registered holder of any Bond or Bonds of Senior Note
Series at his option may surrender the same at the office of the Trustee at
Oklahoma City, Oklahoma, or elsewhere if authorized by the Company, for
cancellation, in exchange for other Bonds of Senior Note Series of the same
aggregate principal amount, bearing interest as provided in Section 2.09 of the
Original Indenture. Thereupon, and upon receipt of any payment required under
the provisions of Section 2.05 hereof, the Company shall execute and deliver to
the Trustee and the Trustee shall authenticate and deliver such other registered
bonds without coupons to such registered holder at its office or at any other
place specified as aforesaid.
SECTION 2.05. No charge shall be made by the Company for any exchange or
transfer of Bonds of Senior Note Series , other than for taxes or other
governmental charges, if any, that may be imposed in relation thereto.
ARTICLE III.
REDEMPTION OF BONDS OF SENIOR NOTE SERIES
SECTION 3.01. (a) Upon notice being given of the redemption of all or part
of the Senior Notes due in accordance with the Senior Note Indenture and
such Senior Notes becoming due and payable in accordance with such notice of
redemption, the Company shall redeem on the redemption date specified in such
notice a principal amount of Bonds of Senior Note Series equal to the
principal amount of Senior Notes due to be redeemed, at a redemption price
equal to the principal amount of such Bonds of Senior Note Series to be
redeemed, plus a premium equal to the premium payable on the redemption of such
Senior Notes due , plus accrued interest to such redemption date.
(b) In the event the principal of all Senior Notes is declared due and
payable pursuant to Section 8.01(a) of the Senior Note Indenture, the Bonds of
Senior Note Series shall be redeemable in whole upon receipt by the Trustee of
a written demand (hereinafter called a "Redemption Demand") from the Senior Note
Trustee stating that there has been such declaration, stating that it is acting
pursuant to the authorization granted by Section 8.01(a) of the Senior Note
Indenture, and demanding redemption of all Senior Note First Mortgage Bonds on a
date specified in such Redemption Demand (the "Demand Redemption Date"), which
date shall not be less than 10 days nor more than 35 days after the date of the
Redemption Demand. The Trustee shall, within 3 days after receiving such
Redemption Demand, mail a copy thereof to the Company marked to indicate the
date of its receipt by the Trustee. Upon receipt by the Company of such copy of
a Redemption Demand, the Bonds of Senior Note Series shall be redeemed by the
Company on the Demand Redemption Date, upon surrender thereof by the Senior Note
Trustee to the Trustee, at a redemption price equal to the principal amount
thereof, plus accrued interest to the Demand Redemption Date. If a Redemption
Demand is rescinded by the Senior Note Trustee by written notice to the Trustee
prior to the Demand Redemption Date, the Company shall not be obligated to
redeem the Bonds of Senior Note Series on the Demand Redemption Date; but no
such rescission shall extend to or affect any subsequent acceleration of the
Senior Notes or impair any right consequent thereon.
SECTION 3.02. The Company covenants that, for so long as any Bonds of
Senior Note Series are outstanding, it will take appropriate action so that
Bonds of Senior Note Series are not redeemed or purchased pursuant to the
Sinking Fund requirement provided for in Article XII of the Original Indenture.
8
<PAGE>
SECTION 3.03. Redemption of Bonds of Senior Note Series shall be
effected, without further notice by the Company or the Trustee, by the payment
by the Company of the applicable redemption price specified in Section 3.01
hereof at the place specified for payment of the principal of and interest on
such bonds.
SECTION 3.04. The Company covenants and agrees that, prior to the Release
Date, it will not take any action (except as required by Section 3.01(b) hereof)
that would cause the outstanding principal amount of the Bonds of Senior Note
Series to be less than the then outstanding principal amount of the Senior
Notes due .
ARTICLE IV.
FINANCING STATEMENT TO COMPLY WITH THE UNIFORM COMMERCIAL CODE
SECTION 4.01. The name and address of the debtor and secured party are set
forth below:
Debtor: Oklahoma Gas and Electric Company
101 North Robinson
Oklahoma City, Oklahoma 73101-3405
Secured Party: Boatmen's First National Bank
of Oklahoma, Trustee
120 North Robinson Avenue
Oklahoma City, Oklahoma 73125
SECTION 4.02. Reference to Article I hereof is made for a description of
the property of the debtor covered by this Financing Statement with the same
force and effect as if incorporated in this Section at length.
SECTION 4.03. The maturity dates and respective principal amounts of
obligations of the debtor secured and presently to be secured by the Original
Indenture and Supplemental Indentures, reference to all of which for the terms
and conditions thereof is hereby made with the same force and effect as if
incorporated herein at length, are as follows:
<TABLE>
<CAPTION>
FIRST MORTGAGE BONDS PRINCIPAL AMOUNT
- --------------------------------------------------------------- -------------------
<S> <C>
Series due January 1, 1997..................................... $ 15,000,000
Series due January 1, 1998..................................... $ 25,000,000
Series due January 1, 1999..................................... $ 12,500,000
Series due January 1, 2002..................................... $ 40,000,000
Series due January 1, 2007..................................... $ 75,000,000
Series due November 1, 2007.................................... $ 35,000,000
Series due August 15, 2016..................................... $ 100,000,000
Pollution Control Series C..................................... $ 56,000,000
Series due December 1, 2020.................................... $ 75,000,000
Senior Note Series A........................................... $ 110,000,000
Senior Note Series B........................................... $ 110,000,000
Senior Note Series C........................................... $
</TABLE>
SECTION 4.04. This Financing Statement is hereby adopted for all of the
First Mortgage Bonds of the series mentioned above secured by the Indenture.
9
<PAGE>
SECTION 4.05. The Original Indenture and the Supplemental Indentures as set
forth below were filed and recorded in each and every County in the States of
Oklahoma and Arkansas in which the Company has property:
<TABLE>
<S> <C> <C>
Original Indenture Supplemental Indenture
Dated February 1, 1945 Dated March 1, 1952
Supplemental Indenture Supplemental Indenture
Dated December 1, 1948 Dated June 1, 1955
Supplemental Indenture Supplemental Indenture
Dated June 1, 1949 Dated January 1, 1957
Supplemental Indenture Supplemental Indenture
Dated May 1, 1950 Dated June 1, 1958
Supplemental Indenture
Dated March 1, 1963.
</TABLE>
The Supplemental Indenture dated March 1, 1965, the Supplemental Indenture dated
January 1, 1967, the Supplemental Indenture dated January 1, 1968, the
Supplemental Indenture dated January 1, 1969, the Supplemental Indenture dated
January 1, 1970, the Supplemental Indenture dated January 1, 1972, the
Supplemental Indenture dated January 1, 1974, the Supplemental Indenture dated
January 1, 1975, the Supplemental Indenture dated January 1, 1976, the
Supplemental Indenture dated September 14, 1976, the Supplemental Indenture
dated January 1, 1977, the Supplemental Indenture dated November 1, 1977, the
Supplemental Indenture dated December 1, 1977, the Supplemental Indenture dated
February 1, 1980, the Supplemental Indenture dated April 15, 1982, the
Supplemental Indenture dated August 15, 1986, the Supplemental Indenture dated
March 1, 1987, the Supplemental Indenture dated November 15, 1990, the
Supplemental Indenture dated December 9, 1991 and the Supplemental Indenture
dated October 1, 1995, respectively, were each filed as a Public Service
Mortgage and recorded as a Real Estate Mortgage with the Secretary of State of
the State of Oklahoma at Oklahoma City and were each filed and recorded in each
and every county in the State of Arkansas in which the Company has property and
were filed with the Secretary of State of the State of Arkansas.
SECTION 4.06. The property covered by this Financing Statement shall also
secure additional series of First Mortgage Bonds of the debtor which may be
issued from time to time in the future in accordance with the provisions of the
Indenture.
ARTICLE V.
MISCELLANEOUS
SECTION 5.01. The recitals of fact herein and in the bonds (except the
Trustee's Certificate) shall be taken as statements of the Company and shall not
be construed as made by the Trustee. The Trustee makes no representations as to
the value of any of the property subjected to the lien of the Indenture, or any
part thereof, or as to the title of the Company thereto, or as to the security
afforded thereby and hereby, or as to the validity of this Supplemental Trust
Indenture and the Trustee shall incur no responsibility in respect of such
matters.
SECTION 5.02. This Supplemental Trust Indenture shall be construed in
connection with and as a part of the Indenture.
SECTION 5.03. (a) If any provision of this Supplemental Trust Indenture
limits, qualifies, or conflicts with another provision of the Indenture required
to be included in indentures qualified under the Trust Indenture Act of 1939 (as
enacted prior to the date of this Supplemental Trust Indenture) by any of the
provisions of Sections 310 to 317, inclusive, of the said Act, such required
provisions shall control.
10
<PAGE>
(b) In case of any one or more of the provisions contained in this
Supplemental Trust Indenture or in the bonds issued hereunder should be invalid,
illegal, or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall
not in any way be affected, impaired, prejudiced or disturbed thereby.
SECTION 5.04. Wherever in this Supplemental Trust Indenture the word
"Indenture" is used without either prefix, "Original" or "Supplemental," such
word was used intentionally to include in its meaning both the Original
Indenture and all indentures supplemental thereto.
SECTION 5.05. Whenever in this Supplemental Trust Indenture either of the
parties hereto is named or referred to, this shall be deemed to include the
successors or assigns of such party, and all the covenants and agreements in
this Supplemental Trust Indenture contained by or on behalf of the Company or by
or on behalf of the Trustee shall bind and inure to the benefit of the
respective successors and assigns of such parties, whether so expressed or not.
SECTION 5.06. (a) This Supplemental Trust Indenture may be simultaneously
executed in several counterparts, and all said counterparts executed and
delivered, each as an original, shall constitute but one and the same
instrument.
(b) The Table of Contents and the descriptive headings of the several
Articles of this Supplemental Trust Indenture were formulated, used and inserted
in this Supplemental Trust Indenture for convenience only and shall not be
deemed to affect the meaning or construction of any of the provisions hereof.
11
<PAGE>
IN WITNESS WHEREOF, OKLAHOMA GAS AND ELECTRIC COMPANY, an Oklahoma
corporation, party of the first part, has caused its corporate name and seal to
be hereunto affixed, and this Supplemental Trust Indenture to be signed by its
President or a Vice President, and attested by its Secretary or an Assistant
Secretary, for and in its behalf, and Boatmen's First National Bank of Oklahoma,
a national banking association duly organized under the National Banking Laws of
the United States of America, as Trustee, party of the second part, to evidence
its acceptance of the trust hereby created, has caused its corporate name and
seal to be hereunto affixed, and this Supplemental Trust Indenture to be signed
by its President or a Vice President, and attested by a Vice President, for and
in its behalf, all done this day of , A.D. .
OKLAHOMA GAS AND ELECTRIC COMPANY
BY , SENIOR VICE
PRESIDENT.
(CORPORATE SEAL)
ATTEST:
/S/
, SECRETARY.
Executed by Oklahoma Gas and
Electric Company in presence of:
/s/
,
/s/
, WITNESSES.
BOATMEN'S FIRST NATIONAL BANK OF
OKLAHOMA
/s/
BY , VICE PRESIDENT.
(CORPORATE SEAL)
ATTEST:
, VICE PRESIDENT.
Executed by Boatmen's First National Bank of
Oklahoma in presence of:
/s/
,
/s/
, WITNESSES.
12
<PAGE>
STATE OF OKLAHOMA.
SS:
COUNTY OF OKLAHOMA.
Before me, a Notary Public in and for said County and State, on this day
of , personally appeared , to me known to be the
identical person who subscribed the name of Oklahoma Gas and Electric Company,
one of the makers thereof, to the foregoing instrument as its Vice President,
and acknowledged to me that he executed the same as his free and voluntary act
and deed and as the free and voluntary act and deed of such corporation for the
uses and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the day and year first above written.
/s/
, NOTARY PUBLIC.
(NOTARIAL SEAL)
My Commission Expires:
STATE OF OKLAHOMA.
SS:
COUNTY OF OKLAHOMA.
Before me, a Notary Public in and for said County and State, on this day
of , personally appeared Sue Shipman, to me known to be the
identical person who subscribed the name of Boatmen's First National Bank of
Oklahoma, one of the makers thereof, to the foregoing instrument as its Vice
President, and acknowledged to me that she executed the same as her free and
voluntary act and deed and as the free and voluntary act and deed of such
national banking association for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the day and year first above written.
/s/
, NOTARY PUBLIC.
(NOTARIAL SEAL)
My Commission Expires:
13
<PAGE>
Exhibit 4.30
----------------------------------------------------------------------
----------------------------------------------------------------------
GAS
----
OKLAHOMA ELECTRIC
AND
COMPANY
AND
BOATMEN'S FIRST NATIONAL BANK
OF OKLAHOMA
TRUSTEE
--------
INDENTURE
DATED AS OF OCTOBER 1, 1995
-------------
----------------------------------------------------------------------
----------------------------------------------------------------------
<PAGE>
CROSS REFERENCE SHEET SHOWING THE
LOCATION IN THE INDENTURE OF THE PROVISIONS INSERTED
PURSUANT TO SECTIONS 310 THROUGH 318(A) INCLUSIVE OF
THE TRUST INDENTURE ACT OF 1939
SECTION OF TRUST
INDENTURE ACT SECTION OF INDENTURE PAGE
- ---------------- ------------------------------------------------- ---------
310 (a)(1) 9.09 33
310 (a)(2) 9.09 33
310 (a)(3) NOT APPLICABLE --
310 (a)(4) NOT APPLICABLE --
310 (a)(5) 9.09 33
310 (b) 9.08 32
310 (c) NOT APPLICABLE --
311 (a) 9.14 34
311 (b) 9.14 34
311 (c) NOT APPLICABLE --
312 (a) 7.01(a) 23
312 (b) 7.01(b) 24
312 (c) 7.01(c) 24
313 (a) 7.03(a) 25
313 (b) 7.03(b) 25
313 (c) 7.03(d) 25
313 (d) 7.03(c) and 703(d) 25
314 (a) 7.02(a), 7.02(b), 7.02(c) and 6.06 23-25
314 (b) 6.05 23
Definition of Officers' Certificate, 6.06 and
314 (c)(1) 15.05(a) 4;23;42
314 (c)(2) Definition of Opinion of Counsel and 15.05 4;42
314 (c)(3) NOT APPLICABLE --
314 (d)(1) Definition of Expert and 4.06(b) 3;18
314 (d)(2) Definition of Expert and 4.06(a) 3;17
314 (d)(3) 4.06(a) and 4.06(b) 17-18
314 (e) 15.05(b) 42
314 (f) NOT APPLICABLE --
315 (a) 9.01 and 9.02 30-32
315 (b) 8.08 30
315 (c) 9.01(a) 30
315 (d) 9.01(b) 30
315 (e) 8.09 30
316 (a) 8.07 29
10.04 36
13.02 40
316 (b) 8.04 29
I
<PAGE>
SECTION OF TRUST
INDENTURE ACT SECTION OF INDENTURE PAGE
- ---------------- ------------------------------------------------- ---------
13.02 40
316 (c) 10.06 36
317 (a)(1) 8.02(b) 27
317 (a)(2) 8.02(c) 27
317 (b) 5.02 21
6.04 22
318 (a) 15.07 43
II
<PAGE>
TABLE OF CONTENTS
--------------
PAGE
Parties................................................................. 1
Recitals................................................................ 1
ARTICLE ONE.
DEFINITIONS
SECTION 1.01 -- General............................................. 1
SECTION 1.02 -- Trust Indenture Act................................. 1
SECTION 1.03 -- Definitions......................................... 1
ARTICLE TWO.
FORM, ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES
SECTION 2.01 -- Form Generally...................................... 6
SECTION 2.02 -- Form of Trustee's Certificate of Authentication..... 6
SECTION 2.03 -- Amount Unlimited.................................... 7
SECTION 2.04 -- Denominations, Dates, Interest Payment and Record
Dates............................................... 7
SECTION 2.05 -- Execution, Authentication, Delivery and Dating...... 8
SECTION 2.06 -- Exchange and Registration of Transfer of Notes...... 10
SECTION 2.07 -- Mutilated, Destroyed, Lost or Stolen Notes.......... 11
SECTION 2.08 -- Temporary Notes..................................... 12
SECTION 2.09 -- Cancellation of Notes Paid, etc..................... 12
SECTION 2.10 -- Interest Rights Preserved........................... 12
SECTION 2.11 -- Special Record Date................................. 12
SECTION 2.12 -- Payment of Notes.................................... 12
SECTION 2.13 -- Notes Issuable in the Form of a Global Note......... 13
ARTICLE THREE.
REDEMPTION OF NOTES
SECTION 3.01 -- Applicability of Article............................ 15
SECTION 3.02 -- Notice of Redemption; Selection of Notes............ 15
SECTION 3.03 -- Payment of Notes on Redemption; Deposit of
Redemption Price.................................... 16
III
<PAGE>
PAGE
ARTICLE FOUR.
SENIOR NOTE FIRST MORTGAGE BONDS
SECTION 4.01 -- Delivery of Initial Series of Senior Note First
Mortgage Bonds...................................... 17
SECTION 4.02 -- Receipt............................................. 17
SECTION 4.03 -- Senior Note First Mortgage Bonds Held by the
Trustee............................................. 17
SECTION 4.04 -- No Transfer of Senior Note First Mortgage Bonds;
Exception........................................... 17
SECTION 4.05 -- Delivery to the Company of All Senior Note First
Mortgage Bonds...................................... 17
SECTION 4.06 -- Fair Value Certificate.............................. 17
SECTION 4.07 -- Further Assurances.................................. 18
SECTION 4.08 -- Exchange and Surrender of Senior Note First Mortgage
Bonds............................................... 18
SECTION 4.09 -- Acceptance of Additional Senior Note First Mortgage
Bonds............................................... 19
SECTION 4.10 -- Terms of Senior Note First Mortgage Bonds........... 19
SECTION 4.11 -- Senior Note First Mortgage Bonds as Security for
Notes............................................... 19
ARTICLE FIVE.
SATISFACTION AND DISCHARGE; UNCLAIMED MONEYS
SECTION 5.01 -- Satisfaction and Discharge.......................... 20
SECTION 5.02 -- Deposited Moneys to be Held in Trust by Trustee..... 21
SECTION 5.03 -- Paying Agent to Repay Moneys Held................... 21
SECTION 5.04 -- Return of Unclaimed Moneys.......................... 21
ARTICLE SIX.
PARTICULAR COVENANTS OF THE COMPANY
SECTION 6.01 -- Payment of Principal, Premium and Interest.......... 21
SECTION 6.02 -- Office for Notices and Payments, etc................ 22
SECTION 6.03 -- Appointments to Fill Vacancies in Trustee's
Office.............................................. 22
SECTION 6.04 -- Provision as to Paying Agent........................ 22
SECTION 6.05 -- Opinions of Counsel................................. 23
SECTION 6.06 -- Certificates and Notice to Trustee.................. 23
IV
<PAGE>
PAGE
ARTICLE SEVEN.
NOTEHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE
SECTION 7.01 -- Noteholder Lists.................................... 23
SECTION 7.02 -- Securities and Exchange Commission Reports.......... 24
SECTION 7.03 -- Reports by the Trustee.............................. 25
ARTICLE EIGHT.
REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON EVENTS OF DEFAULT
SECTION 8.01 -- Events of Default................................... 25
SECTION 8.02 -- Payment of Notes on Default; Suit Therefor.......... 27
SECTION 8.03 -- Application of Moneys Collected by Trustee.......... 28
SECTION 8.04 -- Proceedings by Noteholders.......................... 29
SECTION 8.05 -- Proceedings by Trustee.............................. 29
SECTION 8.06 -- Remedies Cumulative and Continuing.................. 29
SECTION 8.07 -- Direction of Proceedings and Waiver of Defaults by
Majority of Noteholders............................. 29
SECTION 8.08 -- Notice of Default................................... 30
SECTION 8.09 -- Undertaking to Pay Costs............................ 30
ARTICLE NINE.
CONCERNING THE TRUSTEE
SECTION 9.01 -- Duties and Responsibilities of Trustee.............. 30
SECTION 9.02 -- Reliance on Documents, Opinions, etc................ 31
SECTION 9.03 -- No Responsibility for Recitals, etc................. 32
SECTION 9.04 -- Trustee, Authenticating Agent, Paying Agent or
Registrar May Own Notes............................. 32
SECTION 9.05 -- Moneys to be Held in Trust.......................... 32
SECTION 9.06 -- Compensation and Expenses of Trustee................ 32
SECTION 9.07 -- Officers' Certificate as Evidence................... 32
SECTION 9.08 -- Conflicting Interest of Trustee..................... 32
SECTION 9.09 -- Existence and Eligibility of Trustee................ 33
SECTION 9.10 -- Resignation or Removal of Trustee................... 33
SECTION 9.11 -- Appointment of Successor Trustee.................... 33
SECTION 9.12 -- Acceptance by Successor Trustee..................... 34
SECTION 9.13 -- Succession by Merger, etc........................... 34
SECTION 9.14 -- Limitations on Rights of Trustee as a Creditor...... 34
SECTION 9.15 -- Authenticating Agent................................ 35
V
<PAGE>
PAGE
ARTICLE TEN.
CONCERNING THE NOTEHOLDERS
SECTION 10.01 -- Action by Noteholders............................... 35
SECTION 10.02 -- Proof of Execution by Noteholders................... 35
SECTION 10.03 -- Who Deemed Absolute Owners.......................... 36
SECTION 10.04 -- Company-Owned Notes Disregarded..................... 36
SECTION 10.05 -- Revocation of Consents; Future Holders Bound........ 36
SECTION 10.06 -- Record Date for Noteholder Acts..................... 36
ARTICLE ELEVEN.
NOTEHOLDERS' MEETING
SECTION 11.01 -- Purposes of Meetings................................ 37
SECTION 11.02 -- Call of Meetings by Trustee......................... 37
SECTION 11.03 -- Call of Meetings by Company or Noteholders.......... 37
SECTION 11.04 -- Qualifications for Voting........................... 37
SECTION 11.05 -- Regulations......................................... 37
SECTION 11.06 -- Voting.............................................. 38
SECTION 11.07 -- Rights of Trustee or Noteholders not Delayed........ 38
ARTICLE TWELVE.
CONSOLIDATION, MERGER, SALE, TRANSFER OR CONVEYANCE
SECTION 12.01 -- Company May Consolidate, etc. only on Certain
Terms............................................... 38
SECTION 12.02 -- Successor Corporation Substituted................... 39
ARTICLE THIRTEEN.
SUPPLEMENTAL INDENTURES
SECTION 13.01 -- Supplemental Indentures without Consent of
Noteholders......................................... 39
SECTION 13.02 -- Supplemental Indentures with Consent of
Noteholders......................................... 40
SECTION 13.03 -- Compliance with Trust Indenture Act; Effect of
Supplemental Indentures............................. 40
SECTION 13.04 -- Notation on Notes................................... 41
VI
<PAGE>
PAGE
SECTION 13.05 -- Evidence of Compliance of Supplemental Indenture to
be Furnished Trustee................................ 41
ARTICLE FOURTEEN.
IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
SECTION 14.01 -- Indenture and Notes Solely Corporate Obligations.... 41
ARTICLE FIFTEEN.
MISCELLANEOUS PROVISIONS
SECTION 15.01 -- Provisions Binding on Company's Successor........... 41
SECTION 15.02 -- Official Acts by Successor Corporation.............. 41
SECTION 15.03 -- Notices............................................. 41
SECTION 15.04 -- Governing Law....................................... 42
SECTION 15.05 -- Evidence of Compliance with Conditions Precedent.... 42
SECTION 15.06 -- Business Days....................................... 43
SECTION 15.07 -- Trust Indenture Act to Control...................... 43
SECTION 15.08 -- Table of Contents, Headings, etc.................... 43
SECTION 15.09 -- Execution in Counterparts........................... 43
SECTION 15.10 -- Manner of Mailing Notice to Noteholders............. 43
SECTION 15.11 -- Approval by Trustee of Expert or Counsel............ 43
EXHIBIT A -- Form of Global Note Prior to Release Date........... A-1
EXHIBIT B -- Form of Note Prior to Release Date.................. B-1
EXHIBIT C -- Form of Global Note Following Release Date.......... C-1
EXHIBIT D -- Form of Note Following Release Date................. D-1
VII
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THIS INDENTURE, dated as of October 1, 1995, between OKLAHOMA GAS AND
ELECTRIC COMPANY, a corporation duly organized and existing under the laws of
the State of Oklahoma (the "COMPANY"), and Boatmen's First National Bank of
Oklahoma, a national banking association organized and existing under the laws
of the United States of America, as trustee (the "TRUSTEE").
WITNESSETH
WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the execution and delivery of this Indenture to provide for the issuance from
time to time of its Senior Notes (the "NOTES"), to be issued as in this
Indenture provided;
WHEREAS, subject to the provisions of Section 4.11 hereof, the Company has
issued a series of Senior Note First Mortgage Bonds (as hereinafter defined) and
has delivered such series to the Trustee to hold in trust for the benefit of the
respective Holders from time to time of the Notes, and, pursuant to the terms
and provisions hereof, the Company may deliver additional Senior Note First
Mortgage Bonds to the Trustee for such purpose or require the Trustee to deliver
to the Company for cancellation any and all Senior Note First Mortgage Bonds
held by the Trustee;
AND WHEREAS, all acts and things necessary to make this Indenture a valid
agreement according to its terms have been done and performed, and the execution
of this Indenture and the issue hereunder of the Notes have in all respects been
duly authorized;
Now THEREFORE, THIS INDENTURE WITNESSETH:
That in order to declare the terms and conditions upon which the Notes are,
and are to be authenticated, issued and delivered, and in consideration of the
premises, of the purchase and acceptance of the Notes by the Holders thereof and
of the sum of one dollar duly paid to it by the Trustee at the execution of this
Indenture, the receipt whereof is hereby acknowledged, the Company covenants and
agrees with the Trustee for the equal and proportionate benefit of the
respective Holders from time to time of the Notes, as follows:
ARTICLE ONE.
DEFINITIONS
SECTION 1.01. GENERAL. The terms defined in this Article One (except as
herein otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Article One.
SECTION 1.02. TRUST INDENTURE ACT. (a) Whenever this Indenture refers to a
provision of the Trust Indenture Act of 1939, as amended (the "TIA"), such
provision is incorporated by reference in and made a part of this Indenture.
(b) Unless otherwise indicated, all terms used in this Indenture that are
defined by the TIA, defined by the TIA by reference to another statute or
defined by a rule of the Commission under the TIA shall have the meanings
assigned to them in the TIA or such statute or rule as in force on the date of
execution of this Indenture.
SECTION 1.03. DEFINITIONS. For purposes of this Indenture, the following
terms shall have the following meanings.
AUTHENTICATING AGENT:
The term "AUTHENTICATING AGENT" shall mean any agent of the Trustee which
shall be appointed and acting pursuant to Section 9.15 hereof.
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AUTHORIZED AGENT:
The term "AUTHORIZED AGENT" shall mean any agent of the Company designated
as such by an Officers' Certificate delivered to the Trustee.
BOARD OF DIRECTORS:
The term "BOARD OF DIRECTORS" shall mean the Board of Directors of the
Company or the Executive Committee of such Board or any other duly authorized
committee of such Board.
BOARD RESOLUTION:
The term "BOARD RESOLUTION" shall mean a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.
BONDHOLDERS' CERTIFICATE:
The term "BONDHOLDERS' CERTIFICATE" shall mean a certificate signed by the
inspectors of votes, or any other party performing such duties, of the
applicable meeting of the holders of the first mortgage bonds issued under the
First Mortgage or by the Mortgage Trustee in the case of consents of such
holders that are sought without a meeting.
BUSINESS DAY:
The term "BUSINESS DAY" shall mean each Monday, Tuesday, Wednesday, Thursday
and Friday that is not a day on which banking institutions or trust companies in
the Borough of Manhattan, the City and State of New York, or in the city where
the corporate trust office of the Trustee is located, are obligated or
authorized by law or executive order to close.
COMMISSION:
The term "COMMISSION" shall mean the United States Securities and Exchange
Commission, or if at any time hereafter the Commission is not existing or
performing the duties now assigned to it under the TIA, then the body performing
such duties.
COMPANY:
The term "COMPANY" shall mean the corporation named as the "Company" in the
first paragraph of this Indenture, and its successors and assigns permitted
hereunder.
COMPANY ORDER:
The term "COMPANY ORDER" shall mean a written order signed in the name of
the Company by one of the Chairman, the President, any Vice President, the
Treasurer or an Assistant Treasurer, and the Secretary or an Assistant Secretary
of the Company, and delivered to the Trustee.
CORPORATE TRUST OFFICE OF THE TRUSTEE:
The term "CORPORATE TRUST OFFICE OF THE TRUSTEE", or other similar term,
shall mean the corporate trust office of the Trustee, at which at any particular
time its corporate trust business shall be principally administered, which
office is at the date of the execution of this Indenture located at Boatmen's
Plaza, 211 North Robinson, Oklahoma City, Oklahoma 73125.
DEPOSITARY:
The term "DEPOSITARY" shall mean, unless otherwise specified in a Company
Order pursuant to Section 2.05 hereof, The Depository Trust Company, New York,
New York, or any successor thereto registered and qualified under the Securities
and Exchange Act of 1934, as amended, or other applicable statute or regulation.
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EVENT OF DEFAULT:
The term "EVENT OF DEFAULT" shall mean any event specified in Section 8.01
hereof, continued for the period of time, if any, and after the giving of the
notice, if any, therein designated.
EXPERT:
The term "EXPERT" shall mean any officer of the Company familiar with the
terms of the First Mortgage and this Indenture, any law firm, any investment
banking firm, or any other Person, satisfactory in the reasonable judgment of
the Trustee.
FIRST MORTGAGE:
The term "FIRST MORTGAGE" shall mean the Trust Indenture, dated as of
February 1, 1945 from the Company to Boatmen's First National Bank of Oklahoma,
as successor trustee to The First National Bank and Trust Company of Oklahoma
City, as supplemented and amended from time to time.
FIRST MORTGAGE BONDS:
The term "FIRST MORTGAGE BONDS" shall mean all first mortgage bonds issued
by the Company and outstanding under the First Mortgage, other than Senior Note
First Mortgage Bonds.
GLOBAL NOTE:
The term "GLOBAL NOTE" shall mean a Note that pursuant to Section 2.05
hereof is issued to evidence Notes, that is delivered to the Depositary or
pursuant to the instructions of the Depositary and that shall be registered in
the name of the Depositary or its nominee.
INDENTURE:
The term "INDENTURE" shall mean this instrument as originally executed or,
if amended or supplemented as herein provided, as so amended or supplemented.
INTEREST PAYMENT DATE:
The term "INTEREST PAYMENT DATE" shall mean, unless otherwise specified in a
Company Order pursuant to Section 2.05 hereof, (a) each April 1 and October 1
during the period any Note is outstanding (provided that the first Interest
Payment Date for any Note, the Original Issue Date of which is after a Regular
Record Date but prior to the respective Interest Payment Date, shall be the
Interest Payment Date following the next succeeding Regular Record Date), (b) a
date of maturity of such Note and (c) only with respect to defaulted interest on
such Note, the date established by the Trustee for the payment of such defaulted
interest pursuant to Section 2.11 hereof.
MATURITY:
The term "MATURITY," when used with respect to any Note, shall mean the date
on which the principal of such Note becomes due and payable as therein or herein
provided, whether at the stated maturity thereof or by declaration of
acceleration, redemption or otherwise.
MORTGAGE TRUSTEE:
The term "MORTGAGE TRUSTEE" shall mean the Person serving as trustee at the
time under the First Mortgage.
NOTE OR NOTES:
The terms "NOTE" or "NOTES" shall mean any Note or Notes, as the case may
be, authenticated and delivered under this Indenture, including any Global Note.
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NOTEHOLDER:
The terms "NOTEHOLDER", "HOLDER OF NOTES" or "HOLDER" shall mean any Person
in whose name at the time a particular Note is registered on the books of the
Trustee kept for that purpose in accordance with the terms hereof.
OFFICERS' CERTIFICATE:
The term "OFFICERS' CERTIFICATE" when used with respect to the Company,
shall mean a certificate signed by one of the Chairman, the President, any Vice
President, the Treasurer or an Assistant Treasurer, and by the Secretary or an
Assistant Secretary of the Company.
OPINION OF COUNSEL:
The term "OPINION OF COUNSEL" shall mean an opinion in writing signed by
legal counsel, who may be an employee of the Company, meeting the applicable
requirements of Section 15.05 hereof. If the Indenture requires the delivery of
an Opinion of Counsel to the Trustee, the text and substance of which has been
previously delivered to the Trustee, the Company may satisfy such requirement by
the delivery by the legal counsel that delivered such previous Opinion of
Counsel of a letter to the Trustee to the effect that the Trustee may rely on
such previous Opinion of Counsel as if such Opinion of Counsel was dated and
delivered the date delivery of such Opinion of Counsel is required. Any Opinion
of Counsel may contain conditions and qualifications satisfactory to the
Trustee.
OPINION OF INDEPENDENT COUNSEL:
The term "OPINION OF INDEPENDENT COUNSEL" shall mean an opinion in writing
signed by legal counsel, who shall not be an employee of the Company, meeting
the applicable requirements of Section 15.05. Any Opinion of Independent Counsel
may contain conditions and qualifications satisfactory to the Trustee.
ORIGINAL ISSUE DATE:
The term "ORIGINAL ISSUE DATE" shall mean for a Note, or portions thereof,
the date upon which it, or such portion, was issued by the Company pursuant to
this Indenture and authenticated by the Trustee (other than in connection with a
transfer, exchange or substitution).
OUTSTANDING:
The term "OUTSTANDING", when used with reference to Notes, shall, subject to
Section 10.04 hereof, mean, as of any particular time, all Notes authenticated
and delivered by the Trustee under this Indenture, except
(a) Notes theretofore cancelled by the Trustee or delivered to the Trustee
for cancellation;
(b) Notes, or portions thereof, for the payment or redemption of which
moneys in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company), provided that if such
Notes are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as provided in Article Three, or provisions
satisfactory to the Trustee shall have been made for giving such notice;
(c) Notes, or portions thereof, that have been paid and discharged or are
deemed to have been paid and discharged pursuant to the provisions of this
Indenture; and
(d) Notes in lieu of or in substitution for which other Notes shall have
been authenticated and delivered, or which have been paid, pursuant to Section
2.07 hereof.
PERSON:
The term "PERSON" shall mean any individual, corporation, partnership, joint
venture, limited liability company, association, joint-stock company, trust,
unincorporated organization or government or any agent or political subdivision
thereof.
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PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY:
The term "PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY" shall mean 101 N.
Robinson, Oklahoma City, Oklahoma 73102, or such other place where the main
corporate offices of the Company are located as designated in writing to the
Trustee by an Authorized Agent.
REGULAR RECORD DATE:
The term "REGULAR RECORD DATE" shall mean, unless otherwise specified in a
Company Order pursuant to Section 2.05, for an Interest Payment Date for a
particular Note (a) the fifteenth day of the calendar month next preceding each
Interest Payment Date (unless the Interest Payment Date is the date of maturity
of such Note, in which event, the Regular Record Date shall be as described in
clause (b) hereof) and (b) the date of maturity of such Note.
RELATED SERIES OF NOTES
The term "related series of Notes" shall mean, when used in reference to the
First Mortgage Bonds, Senior Note Series A, the 7.30% Senior Notes, Series due
October 15, 2025 and, when used in reference to another series of Senior Notes
First Mortgage Bonds, shall mean the series of Notes in respect of which, such
series of Senior Note First Mortgage Bonds were delivered to the Trustee
pursuant to Section 4.09 hereof upon the initial authentication and issuance of
such series of Notes pursuant to Section 2.05 hereof.
RELATED SERIES OF SENIOR NOTE FIRST MORTGAGE BONDS
The term "related series of Senior Note First Mortgage Bonds" shall mean,
when used in reference to the 7.30% Senior Notes, Series due October 15, 2025,
the First Mortgage Bonds, Senior Note Series A, and, when used in reference to
any other series of Notes, shall mean the series of Senior Note First Mortgage
Bonds delivered to the Trustee pursuant to Section 4.09 hereof in connection
with the initial authentication and issuance of such series of Notes pursuant to
Section 2.05 hereof.
RELEASE DATE:
The term "RELEASE DATE" shall mean the date as of which all First Mortgage
Bonds have been retired through payment, redemption, or otherwise (including
those First Mortgage Bonds "deemed to be paid" within the meaning of that term
as used in Article X of the First Mortgage) at, before or after the maturity
thereof.
RESPONSIBLE OFFICER:
The term "RESPONSIBLE OFFICER" or "RESPONSIBLE OFFICERS" when used with
respect to the Trustee shall mean one or more of the following: the chairman of
the board of directors, the vice chairman of the board of directors, the
chairman of the executive committee, the president, any vice president, the
secretary, the treasurer, any trust officer, any assistant trust officer, any
second or assistant vice president, any assistant secretary, any assistant
treasurer, or any other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of his or her knowledge of and familiarity with the particular
subject.
SENIOR NOTE FIRST MORTGAGE BONDS:
The term "SENIOR NOTE FIRST MORTGAGE BONDS" shall mean the First Mortgage
Bonds, Senior Note Series A issued by the Company pursuant to the Supplemental
Trust Indenture dated as of October 1, 1995, and any other first mortgage bonds
issued by the Company under the First Mortgage and delivered to the Trustee
pursuant to Section 4.09 hereof.
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SPECIAL RECORD DATE:
The term "SPECIAL RECORD DATE" shall mean, with respect to any Note, the
date established by the Trustee in connection with the payment of defaulted
interest on such Note pursuant to Section 2.11 hereof.
STATED MATURITY:
The term "STATED MATURITY" shall mean with respect to any Note, the last
date on which principal on such Note becomes due and payable as therein or
herein provided, other than by declaration of acceleration or by redemption.
TRUSTEE:
The term "TRUSTEE" shall mean Boatmen's First National Bank of Oklahoma and,
subject to Article Nine, shall also include any successor Trustee.
U.S. GOVERNMENT OBLIGATIONS:
The term "U.S. GOVERNMENT OBLIGATIONS" shall mean (i) direct non-callable
obligations of, or non-callable obligations guaranteed as to timely payment of
principal and interest by, the United States of America or an agency thereof for
the payment of which obligations or guarantee the full faith and credit of the
United States is pledged or (ii) certificates or receipts representing direct
ownership interests in obligations or specified portions (such as principal or
interest) of obligations described in clause (i) above, which obligations are
held by a custodian in safekeeping in a manner satisfactory to the Trustee.
ARTICLE TWO.
FORM, ISSUE, EXECUTION, REGISTRATION AND
EXCHANGE OF NOTES
SECTION 2.01. FORM GENERALLY.
(a) If the Notes are in the form of a Global Note they shall be in
substantially the form set forth in EXHIBIT A (or, following the Release Date,
EXHIBIT C) to this Indenture, and, if the Notes are not in the form of a Global
Note, they shall be in substantially the form set forth in EXHIBIT B (or,
following the Release Date, EXHIBIT D) to this Indenture, or, in any case, in
such other form as shall be established by a Board Resolution, or a Company
Order pursuant to a Board Resolution, or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with applicable rules
of any securities exchange or of the Depositary or with applicable law or as
may, consistently herewith, be determined by the officers executing such Notes,
as evidenced by their execution of such Notes.
(b) The definitive Notes shall be typed, printed, lithographed or engraved
on steel engraved borders or may be produced in any other manner, all as
determined by the officers executing such Notes, as evidenced by their execution
of such Notes.
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SECTION 2.02. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The
Trustee's certificate of authentication on all Notes shall be in substantially
the following form:
Trustee's Certificate of Authentication
This Note is one of the Notes of the series herein designated, described or
provided for in the within-mentioned Indenture.
BOATMEN'S FIRST NATIONAL BANK OF
OKLAHOMA, AS TRUSTEE
By: ------------------------------------
AUTHORIZED OFFICER
SECTION 2.03. AMOUNT UNLIMITED. The aggregate principal amount of Notes
that may be authenticated and delivered under this Indenture is unlimited,
subject to compliance with the provisions of this Indenture.
SECTION 2.04. DENOMINATIONS, DATES, INTEREST PAYMENT AND RECORD DATES.
(a) The Notes shall be issuable in registered form without coupons in
denominations of $1,000 and integral multiples thereof or such other amount or
amounts as may be authorized by the Board of Directors or a Company Order
pursuant to a Board Resolution or in one or more indenture supplemental hereto;
provided that the principal amount of a Global Note shall not exceed
$200,000,000 unless otherwise permitted by the Depositary.
(b) Each Note shall be dated and issued as of the date of its authentication
by the Trustee, and shall bear an Original Issue Date or, as provided in Section
2.13(e) hereof, two or more Original Issue Dates; each Note issued upon
transfer, exchange or substitution of a Note shall bear the Original Issue Date
or Dates of such transferred, exchanged or substituted Note, subject to the
provisions of Section 2.13(e) hereof.
(c) Each Note shall bear interest from the later of (1) its Original Issue
Date (or, if pursuant to Section 2.13 hereof, a Global Note has two or more
Original Issue Dates, interest shall, beginning on each such Original Issue
Date, begin to accrue for that part of the principal amount of such Global Note
to which that Original Issue Date is applicable), or (2) the most recent date to
which interest has been paid or duly provided for with respect to such Note
until the principal of such Note is paid or made available for payment, and
interest on each Note shall be payable on each Interest Payment Date after the
Original Issue Date.
(d) Each Note shall mature on a stated maturity specified in the Note. The
principal amount of each outstanding Note shall be payable on the maturity date
or dates specified therein.
(e) Unless otherwise specified in a Company Order pursuant to Section 2.05
hereof, interest on each of the Notes shall be calculated on the basis of a
360-day year of twelve 30-day months and shall be computed at a fixed rate until
the maturity of such Notes. The method of computing interest on any Notes not
bearing a fixed rate of interest shall be set forth in a Company Order pursuant
to Section 2.05 hereof. Unless otherwise specified in a Company Order pursuant
to Section 2.05 hereof, principal, interest and premium on the Notes shall be
payable in the currency of the United States.
(f) Except as provided in the following sentence, the Person in whose name
any Note is registered at the close of business on any Regular Record Date or
Special Record Date with respect to an Interest Payment Date for such Note shall
be entitled to receive the interest payable on such Interest Payment Date
notwithstanding the cancellation of such Note upon any registration of transfer,
exchange or substitution of such Note subsequent to such Regular Record Date or
Special Record Date and prior to such Interest Payment Date. Any interest
payable at maturity shall be paid to the Person to whom the principal of such
Note is payable.
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(g) Promptly after each Regular Record Date that is not a date of maturity,
the Trustee shall furnish to the Company a notice setting forth the total amount
of the interest payments to be made on the applicable Interest Payment Date, and
to the Depositary a notice setting forth the total amount of interest payments
to be made on Global Notes on such Interest Payment Date. The Trustee (or any
duly selected paying agent) shall provide to the Company during each month that
precedes an Interest Payment Date a list of the principal, interest and premium
to be paid on Notes on such Interest Payment Date and to the Depositary a list
of the principal, interest and premium to be paid on Global Notes on such
Interest Payment Date. Promptly after the first Business Day of each month, the
Trustee shall furnish to the Company a written notice setting forth the
aggregate principal amount of the Global Notes. The Trustee shall assume
responsibility for withholding taxes on interest paid as required by law except
with respect to any Global Note.
SECTION 2.05. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.
(a) The Notes shall be executed on behalf of the Company by one of its
Chairman, President, any Vice President, its Treasurer or an Assistant Treasurer
of the Company and attested by the Secretary or an Assistant Secretary of the
Company. The signature of any of these officers on the Notes may be manual or
facsimile.
(b) Notes bearing the manual or facsimile signatures of individuals who were
at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes.
(c) At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Notes executed by the Company to the
Trustee for authentication, together with or preceded by one or more Company
Orders for the authentication and delivery of such Notes, and the Trustee in
accordance with any such Company Order shall authenticate and deliver such
Notes. The Notes shall be issued in series. Such Company Order shall specify the
following with respect to each series of Notes: (i) any limitations on the
aggregate principal amount of the Notes to be issued as part of such series,
(ii) the Original Issue Date or Dates for such series, (iii) the stated maturity
of such series, (iv) the interest rate or rates, or method of calculation of
such rate or rates, for such series, (v) the terms, if any, regarding the
optional or mandatory redemption of such series, including redemption date or
dates of such series, if any, and the price or prices applicable to such
redemption (including any premium), (vi) whether or not the Notes of such series
shall be issued in whole or in part in the form of a Global Note and, if so, the
Depositary for such Global Note, (vii) the designation of such series, (viii) if
the form of the Notes of such series is not as described in EXHIBIT A, EXHIBIT
B, EXHIBIT C or EXHIBIT D hereto, the form of the Notes of such series, (ix) the
maximum annual interest rate, if any, of the Notes permitted for such series,
(x) any other information necessary to complete the Notes of such series, (xi)
if prior to the Release Date, the designation of the related series of Senior
Note First Mortgage Bonds being delivered to the Trustee in connection with the
issuance of such series of Notes, (xii) the establishment of any office or
agency pursuant to Section 6.02 hereof, and (xiii) any other terms of such
series not inconsistent with this Indenture. Prior to authenticating Notes of
any series, and in accepting the additional responsibilities under this
Indenture in relation to such Notes, the Trustee shall receive from the Company
the following at or before the issuance of the initial Note of such series of
Notes, and (subject to Section 9.01 hereof) shall be fully protected in relying
upon:
(1) A Board Resolution authorizing such Company Order or Orders and, if the
form of Notes is established by a Board Resolution or a Company Order pursuant
to a Board Resolution, a copy of such Board Resolution;
(2) an Opinion of Counsel stating substantially the following subject to
customary qualifications and exceptions:
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(A) if the form of Notes has been established by or pursuant to a Board
Resolution, a Company Order pursuant to a Board Resolution, or in a
supplemental indenture as permitted by Section 2.01 hereof, that such form
has been established in conformity with this Indenture;
(B) that the Indenture has been duly authorized, executed and delivered
by the Company and constitutes a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms,
except to the extent that enforcement thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws of
general application relating to or affecting the enforcement of creditors
and the application of general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity) and except as
enforcement of provisions of the Indenture may be limited by state laws
affecting the remedies for the enforcement of the security provided for in
the Indenture;
(C) if prior to the Release Date, that the related series of Senior Note
First Mortgage Bonds being delivered to the Trustee in connection with the
issuance of such series of Notes have been duly authorized, executed and
delivered, and that such Senior Note First Mortgage Bonds and the First
Mortgage are valid and binding obligations of the Company, enforceable in
accordance with their terms, except to the extent that enforcement thereof
may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws of general application relating to or affecting
the enforcement of creditors and the application of general principles of
equity (regardless of whether enforcement is sought in a proceeding at law
or in equity) and except as enforcement of provisions thereof may be limited
by state laws affecting the remedies for the enforcement of the security
provided for in the First Mortgage; and that such Senior Note First Mortgage
Bonds are entitled to the benefit of the First Mortgage, equally and
ratably, with all First Mortgage Bonds and other Senior Notes First Mortgage
Bonds (if any) outstanding thereunder, except as to sinking fund provisions;
(D) that the Indenture and, if prior to the Release Date, the First
Mortgage are qualified to the extent necessary under the TIA;
(E) that such Notes have been duly authorized and executed by the
Company, and when authenticated by the Trustee and issued by the Company in
the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute valid and binding obligations of the Company,
enforceable in accordance with their terms, except to the extent that
enforcement thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws of general application relating
to or affecting the enforcement of creditors and the application of general
principles of equity (regardless of whether enforcement is sought in a
proceeding at law or in equity) and except as enforcement of provisions of
this Indenture may be limited by state laws affecting the remedies for the
enforcement of the security provided for in this Indenture;
(F) that the issuance of the Notes and, if prior to the Release Date,
the delivery by the Company of the related series of Senior Note First
Mortgage Bonds in connection therewith will not result in any default under
this Indenture, the First Mortgage (if applicable), or any other contract,
indenture, loan agreement or other instrument to which the Company is a
party or by which it or any of its property is bound;
(G) that all consents or approvals of Oklahoma Corporation Commission
(or any successor agency) and of any other federal or state regulatory
agency required in connection with the Company's execution and delivery of
this Indenture, such series of Notes and any Senior Note First Mortgage
Bonds have been obtained and not withdrawn (except that no statement need be
made with respect to state securities laws); and
(H) if prior to the Release Date, that the First Mortgage and all
financing statements have been duly filed and recorded in all places where
such filing or recording is necessary for the
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perfection or preservation of the lien of the First Mortgage, and the First
Mortgage constitutes a valid and perfected first lien upon the property
purported to be covered thereby, subject only to permissible encumbrances
(as defined in the First Mortgage).
(3) If prior to the Release Date, the certificate of an Expert meeting the
requirements of Section 4.06(a) hereof and a series of Senior Note First
Mortgage Bonds meeting the requirements of Section 4.10 hereof (except that such
items need not be delivered in connection with the issue of the first series of
Notes hereunder, as such items have previously been delivered under Section 4.01
hereof).
(4) an Officer's Certificate stating that (i) the Company is not, and upon
the authentication by the Trustee of the series of Notes, will not be in default
under any of the terms or covenants contained in the Indenture, (ii) all
conditions that must be met by the Company to issue Notes under this Indenture
have been met, and (iii) if prior to the Release Date, the related series of
Senior Note First Mortgage Bonds being delivered to the Trustee meets the
requirements of Section 4.10 hereof.
(d) The Trustee shall have the right to decline to authenticate and deliver
any Note:
(1) if the issuance of such Notes pursuant to this Indenture will affect the
Trustee's own rights, duties or immunities under the Notes and this Indenture or
otherwise in a manner that is not reasonably acceptable to the Trustee;
(2) if the Trustee, being advised by counsel, determines that such action
may not lawfully be taken; or
(3) if the Trustee in good faith by its Board of Directors, executive
officers or a trust committee of directors and/or responsible officers
determines that such action would expose the Trustee to personal liability to
Holders of any outstanding Notes.
(e) No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of an authorized officer, and
such certificate upon any Note shall be conclusive evidence, and the only
evidence, that such Note has been duly authenticated and delivered hereunder and
is entitled to the benefits of this Indenture.
(f) If all Notes of a series are not to be authenticated and issued at one
time, the Company shall not be required to deliver the Company Order, Board
Resolutions, certificate of an Expert, Senior Note First Mortgage Bonds,
Officers' Certificate and Opinion of Counsel (including any such that would be
otherwise required pursuant to Section 15.05 hereof) described in Section
2.05(c) hereof at or prior to the authentication of each Note of such series, if
such items are delivered at or prior to the time of authentication of the first
Note of such series to be authenticated and issued. If all of the Notes of a
series are not authenticated and issued at one time, for each issuance of Notes
after the initial issuance of Notes, the Company shall be required only to
deliver to the Trustee the Note and a written request (executed by one of the
Chairman, the President, any Vice President, the Treasurer, or an Assistant
Treasurer, and the Secretary or an Assistant Secretary of the Company) to the
Trustee to authenticate such Note and to deliver such Note in accordance with
the instructions specified by such request. Any such request shall constitute a
representation and warranty by the Company that the statements made in the
Officers' Certificate delivered to the Trustee prior to the authentication and
issuance of the first Note of such series are true and correct on the date
thereof as if made on and as of the date thereof.
SECTION 2.06. EXCHANGE AND REGISTRATION OF TRANSFER OF NOTES.
(a) Subject to Section 2.13 hereof, Notes may be exchanged for one or more
new Notes of any authorized denominations and of a like aggregate principal
amount, series and stated maturity and having the same terms and Original Issue
Date or Dates. Notes to be exchanged shall be surrendered
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at any of the offices or agencies to be maintained pursuant to Section 6.02
hereof, and the Trustee shall deliver in exchange therefor the Note or Notes
which the Noteholder making the exchange shall be entitled to receive.
(b) The Trustee shall keep, at one of said offices or agencies, a register
or registers in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall register or cause to be registered Notes and shall
register or cause to be registered the transfer of Notes as in this Article Two
provided. Such register shall be in written form or in any other form capable of
being converted into written form within a reasonable time. At all reasonable
times, such register shall be open for inspection by the Company. Upon due
presentment for registration of transfer of any Note at any such office or
agency, the Company shall execute and the Trustee shall register, authenticate
and deliver in the name of the transferee or transferees one or more new Notes
of any authorized denominations and of a like aggregate principal amount, series
and stated maturity and having the same terms and Original Issue Date or Dates.
(c) All Notes presented for registration of transfer or for exchange,
redemption or payment shall be duly endorsed by, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company and
the Trustee and duly executed by the Holder or the attorney in fact of such
Holder duly authorized in writing.
(d) No service charge shall be made for any exchange or registration of
transfer of Notes, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
therewith.
(e) The Trustee shall not be required to exchange or register a transfer of
any Notes selected, called or being called for redemption (including Notes, if
any, redeemable at the option of the Holder provided such Notes are then
redeemable at such Holder's option) except, in the case of any Note to be
redeemed in part, the portion thereof not to be so redeemed.
(f) If the principal amount, and applicable premium, of part, but not all of
a Global Note is paid, then upon surrender to the Trustee of such Global Note,
the Company shall execute, and the Trustee shall authenticate, deliver and
register, a Global Note in an authorized denomination in aggregate principal
amount equal to, and having the same terms, Original Issue Date or Dates and
series as, the unpaid portion of such Global Note.
SECTION 2.07. MUTILATED, DESTROYED, LOST OR STOLEN NOTES.
(a) If any temporary or definitive Note shall become mutilated or be
destroyed, lost or stolen, the Company shall execute, and upon its request the
Trustee shall authenticate and deliver, a new Note of like form and principal
amount and having the same terms and Original Issue Date or Dates and bearing a
number not contemporaneously outstanding, in exchange and substitution for the
mutilated Note, or in lieu of and in substitution for the Note so destroyed,
lost or stolen. In every case the applicant for a substituted Note shall furnish
to the Company, the Trustee and any paying agent or Authenticating Agent such
security or indemnity as may be required by them to save each of them harmless,
and, in every case of destruction, loss or theft of a Note, the applicant shall
also furnish to the Company and to the Trustee evidence to their satisfaction of
the destruction, loss or theft of such Note and of the ownership thereof.
(b) The Trustee shall authenticate any such substituted Note and deliver the
same upon the written request or authorization of any officer of the Company.
Upon the issuance of any substituted Note, the Company may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses connected therewith. If any
Note which has matured, is about to mature, has been redeemed or called for
redemption shall become mutilated or be destroyed, lost or stolen, the Company
may, instead of issuing a substituted Note, pay or authorize the payment of the
same (without surrender thereof except in the case of a mutilated Note) if the
applicant for such payment shall furnish to the Company, the Trustee and any
paying
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agent or Authenticating Agent such security or indemnity as may be required by
them to save each of them harmless and, in case of destruction, loss or theft,
evidence satisfactory to the Company and the Trustee of the destruction, loss or
theft of such Note and of the ownership thereof.
(c) Every substituted Note issued pursuant to this Section 2.07 by virtue of
the fact that any Note is mutilated, destroyed, lost or stolen shall constitute
an additional contractual obligation of the Company, whether or not such
destroyed, lost or stolen Note shall be found at any time, and shall be entitled
to all the benefits of this Indenture equally and proportionately with any and
all other Notes duly issued hereunder. All Notes shall be held and owned upon
the express condition that, to the extent permitted by law, the foregoing
provisions are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Notes and shall preclude any and all other
rights or remedies notwithstanding any law or statute existing or hereafter
enacted to the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.
SECTION 2.08. TEMPORARY NOTES. Pending the preparation of definitive
Notes, the Company may execute and the Trustee shall authenticate and deliver
temporary Notes (printed, lithographed or otherwise reproduced). Temporary Notes
shall be issuable in any authorized denomination and substantially in the form
of the definitive Notes but with such omissions, insertions and variations as
may be appropriate for temporary Notes, all as may be determined by the Company.
Every such temporary Note shall be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with the same effect, as
the definitive Notes. Without unreasonable delay the Company shall execute and
shall deliver to the Trustee definitive Notes and thereupon any or all temporary
Notes shall be surrendered in exchange therefor at the corporate trust office of
the Trustee, and the Trustee shall authenticate, deliver and register in
exchange for such temporary Notes an equal aggregate principal amount of
definitive Notes. Such exchange shall be made by the Company at its own expense
and without any charge therefor to the Noteholders. Until so exchanged, the
temporary Notes shall in all respects be entitled to the same benefits under
this Indenture as definitive Notes authenticated and delivered hereunder.
SECTION 2.09. CANCELLATION OF NOTES PAID, ETC. All Notes surrendered for
the purpose of payment, redemption, exchange or registration of transfer shall
be surrendered to the Trustee for cancellation and promptly cancelled by it and
no Notes shall be issued in lieu thereof except as expressly permitted by this
Indenture. The Company's acquisition of any Notes shall operate as a redemption
or satisfaction of the indebtedness represented by such Notes and such Notes
shall be surrendered by the Company to and cancelled by the Trustee.
SECTION 2.10. INTEREST RIGHTS PRESERVED. Each Note delivered under this
Indenture upon transfer of or in exchange for or in lieu of any other Note shall
carry all the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Note, and each such Note shall be so dated that neither
gain nor loss of interest shall result from such transfer, exchange or
substitution.
SECTION 2.11. SPECIAL RECORD DATE. If and to the extent that the Company
fails to make timely payment or provision for timely payment of interest on any
series of Notes (other than on an Interest Payment Date that is a maturity
date), that interest shall cease to be payable to the Persons who were the
Noteholders of such series at the applicable Regular Record Date. In that event,
when moneys become available for payment of the interest, the Trustee shall (a)
establish a date of payment of such interest and a Special Record Date for the
payment of that interest, which Special Record Date shall be not more than 15 or
fewer than 10 days prior to the date of the proposed payment and (b) mail notice
of the date of payment and of the Special Record Date not fewer than 10 days
preceding the Special Record Date to each Noteholder of such series at the close
of business on the 15th day preceding the mailing at the address of such
Noteholder, as it appeared on the register for the Notes. On the day so
established by the Trustee the interest shall be payable to the Holders of the
applicable Notes at the close of business on the Special Record Date.
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SECTION 2.12. PAYMENT OF NOTES. Payment of the principal, interest and
premium on all Notes shall be payable as follows:
(a) On or before 9:30 a.m., New York City time, of the day on which payment
of principal, interest and premium is due on any Global Note pursuant to the
terms thereof, the Company shall deliver to the Trustee funds available on such
date sufficient to make such payment, by wire transfer of immediately available
funds or by instructing the Trustee to withdraw sufficient funds from an account
maintained by the Company with the Trustee or such other method as is acceptable
to the Trustee and the Depositary. On or before 10:00 a.m., New York City time,
or such other time as shall be agreed upon between the Trustee and the
Depositary, of the day on which any payment of interest is due on any Global
Note (other than at maturity), the Trustee shall pay to the Depositary such
interest in same day funds. On or before 10:00 a.m., New York City time or such
other time as shall be agreed upon between the Trustee and the Depositary, of
the day on which principal, interest payable at maturity and premium, if any, is
due on any Global Note, the Trustee shall deposit with the Depositary the amount
equal to the principal, interest payable at maturity and premium, if any, by
wire transfer into the account specified by the Depositary. As a condition to
the payment, at maturity or upon redemption, of any part of the principal of
interest on and applicable premium of any Global Note, the Depositary shall
surrender, or cause to be surrendered, such Global Note to the Trustee,
whereupon a new Global Note shall be issued to the Depositary pursuant to
Section 2.06(f) hereof.
(b) With respect to any Note that is not a Global Note, principal,
applicable premium and interest due at the maturity of the Note shall be payable
in immediately available funds when due upon presentation and surrender of such
Note at the corporate trust office of the Trustee or at the authorized office of
any paying agent. Interest on any Note that is not a Global Note (other than
interest payable at maturity) shall be paid to the Holder thereof as its name
appears on the register by check payable in clearinghouse funds; provided that
if the Trustee receives a written request from any Holder of Notes, the
aggregate principal amount of which having the same Interest Payment Date equals
or exceeds $10,000,000, on or before the applicable Regular Record Date for such
Interest Payment Date, interest shall be paid by wire transfer of immediately
available funds to a bank within the continental United States designated by
such Holder in its request or by direct deposit into the account of such Holder
designated by such Holder in its request if such account is maintained with the
Trustee or any paying agent.
(c) The Trustee shall receive the Senior Note First Mortgage Bonds from the
Company as provided in this Indenture and shall hold the Senior Note First
Mortgage Bonds, and any and all sums payable thereon or with respect thereto or
realized therefrom, in trust for the benefit of the holders of the Notes, as
herein provided. Subject to Article Eight hereof, all payments made by or on
behalf the Company to the Trustee on a series of Senior Note First Mortgage
Bonds shall be deemed to be a payment by the Company pursuant to this Section
2.12 and shall be applied by the Trustee to pay, when due, principal of,
premium, if any, and interest on the related series of Notes and, to the extent
so applied, shall satisfy the Company's obligations on such Notes. The Company
shall cause payment to be made to the Trustee of principal of, premium, if any,
and interest on a series of Senior Note First Mortgage Bonds in a manner and at
a time that will enable the Trustee to make payments when due, of the principal
of, premium, if any, and interest on the related series of Notes.
SECTION 2.13. NOTES ISSUABLE IN THE FORM OF A GLOBAL NOTE.
(a) If the Company shall establish pursuant to Section 2.05 hereof that the
Notes of a particular series are to be issued in whole or in part in the form of
one or more Global Notes, then the Company shall execute and the Trustee shall,
in accordance with Section 2.05 hereof and the Company Order delivered to the
Trustee thereunder, authenticate and deliver such Global Note or Notes, which
(i) shall represent, shall be denominated in an amount equal to the aggregate
principal amount of, and shall have the same terms as, the outstanding Notes of
such series to be represented by such Global Note or Notes, (ii) shall be
registered in the name of the Depositary or its nominee, (iii) shall be
delivered by the Trustee to the Depositary or pursuant to the Depositary's
instruction and (iv) shall
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bear a legend substantially to the following effect: "This Note is a Global Note
registered in the name of the Depositary (referred to herein) or a nominee
thereof and, unless and until it is exchanged in whole or in part for the
individual Notes represented hereby, this Global Note may not be transferred
except as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the Depositary
or by the Depositary or any such nominee to a successor Depositary or a nominee
of such successor Depositary. Unless this Global Note is presented by an
authorized representative of The Depository Trust Company (55 Water Street, New
York, New York), to the trustee for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository
Trust Company and any payment is made to Cede & Co., any transfer, pledge or
other use hereof for value or otherwise by or to any person is wrongful since
the registered owner hereof, Cede & Co., has an interest herein" or such other
legend as may be required by the rules and regulations of the Depositary.
(b) Notwithstanding any other provision of Section 2.06 hereof or of this
Section 2.13, unless the terms of a Global Note expressly permit such Global
Note to be exchanged in whole or in part for individual Notes, a Global Note may
be transferred, in whole but not in part, only as described in the legend
thereto.
(c) (i) If at any time the Depositary for a Global Note notifies the Company
that it is unwilling or unable to continue as Depositary for such Global Note or
if at any time the Depositary for the Global Note shall no longer be eligible or
in good standing under the Securities Exchange Act of 1934, as amended, or other
applicable statute or regulation, the Company shall appoint a successor
Depositary with respect to such Global Note. If a successor Depositary for such
Global Note is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company's
election pursuant to Section 2.05(c)(vi) hereof shall no longer be effective
with respect to the series of Notes evidenced by such Global Note and the
Company shall execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of individual Notes of such series in exchange for
such Global Note, shall authenticate and deliver, individual Notes of such
series of like tenor and terms in definitive form in an aggregate principal
amount equal to the principal amount of the Global Note in exchange for such
Global Note. The Trustee shall not be charged with knowledge or notice of the
ineligibility of a Depositary unless a responsible officer assigned to and
working in its corporate trustee administration department shall have actual
knowledge thereof.
(ii) The Company may at any time and in its sole discretion determine that
all outstanding (but not less than all) Notes of a series issued or issuable in
the form of one or more Global Notes shall no longer be represented by such
Global Note or Notes. In such event the Company shall execute, and the Trustee,
upon receipt of a Company Order for the authentication and delivery of
individual Notes in exchange for such Global Note, shall authenticate and
deliver individual Notes of like tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of such Global Note or
Notes in exchange for such Global Note or Notes.
(iii) In any exchange provided for in any of the preceding two paragraphs,
the Company will execute and the Trustee will authenticate and deliver
individual Notes in definitive registered form in authorized denominations. Upon
the exchange of a Global Note for individual Notes, such Global Note shall be
cancelled by the Trustee. Notes issued in exchange for a Global Note pursuant to
this Section shall be registered in such names and in such authorized
denominations as the Depositary for such Global Note, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the
Trustee. The Trustee shall deliver such Notes to the Depositary for delivery to
the persons in whose names such Notes are so registered, or if the Depositary
shall refuse or be unable to deliver such Notes, the Trustee shall deliver such
Notes to the persons in whose names such Notes are registered, unless otherwise
agreed upon between the Trustee and the Company, in which event the Company
shall cause the Notes to be delivered to the persons in whose names such Notes
are registered.
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(d) Neither the Company, the Trustee, any Authenticating Agent nor any
paying agent shall have any responsibility or liability for any aspect of the
records relating to, or payments made on account of, beneficial ownership
interests of a Global Note or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interest.
(e) Pursuant to the provisions of this subsection, at the option of the
Trustee and upon 30 days' written notice to the Depositary but not prior to the
first Interest Payment Date of the respective Global Notes, the Depositary shall
be required to surrender any two or more Global Notes which have identical
terms, including, without limitation, identical maturities, interest rates and
redemption provisions (but which may have differing Original Issue Dates) to the
Trustee, and the Company shall execute and the Trustee shall authenticate and
deliver to, or at the direction of, the Depositary a Global Note in principal
amount equal to the aggregate principal amount of, and with all terms identical
to, the Global Notes surrendered thereto and that shall indicate each applicable
Original Issue Date and the principal amount applicable to each such Original
Issue Date. The exchange contemplated in this subsection shall be consummated at
least 30 days prior to any Interest Payment Date applicable to any of the Global
Notes surrendered to the Trustee. Upon any exchange of any Global Note with two
or more Original Issue Dates, whether pursuant to this Section or pursuant to
Section 2.06 or Section 3.03 hereof, the aggregate principal amount of the Notes
with a particular Original Issue Date shall be the same before and after such
exchange, after giving effect to any retirement of Notes and the Original Issue
Dates applicable to such Notes occurring in connection with such exchange.
ARTICLE THREE
REDEMPTION OF NOTES
SECTION 3.01. APPLICABILITY OF ARTICLE. Such of the Notes as are, by their
terms, redeemable prior to their stated maturity date at the option of the
Company, may be redeemed by the Company at such times, in such amounts and at
such prices as may be specified therein and in accordance with the provisions of
this Article Three.
SECTION 3.02. NOTICE OF REDEMPTION; SELECTION OF NOTES.
(a) The election of the Company to redeem any Notes shall be evidenced by a
Board Resolution which shall be given with notice of redemption to the Trustee
at least 45 days (or such shorter period acceptable to the Trustee in its sole
discretion) prior to the redemption date specified in such notice.
(b) Notice of redemption to each Holder of Notes to be redeemed as a whole
or in part shall be given by the Trustee, in the manner provided in Section
15.10 hereof, no less than 30 or more than 60 days prior to the date fixed for
redemption. Any notice which is given in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Noteholder
receives the notice. In any case, failure duly to give such notice, or any
defect in such notice, to the Holder of any Note designated for redemption as a
whole or in part shall not affect the validity of the proceedings for the
redemption of any other Note.
(c) Each such notice shall specify the date fixed for redemption, the places
of redemption and the redemption price at which such Notes are to be redeemed,
and shall state that payment of the redemption price of such Notes or portion
thereof to be redeemed will be made upon surrender of such Notes at such places
of redemption, that interest accrued to the date fixed for redemption will be
paid as specified in such notice, and that from and after such date interest
thereon shall cease to accrue. If less than all of a series of Notes having the
same terms are to be redeemed, the notice shall specify the Notes or portions
thereof to be redeemed. If any Note is to be redeemed in part only, the notice
which relates to such Note shall state the portion of the principal amount
thereof to be redeemed, and shall state that, upon surrender of such Note, a new
Note or Notes having the same terms in aggregate principal amount equal to the
unredeemed portion thereof will be issued.
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(d) Unless otherwise provided by a supplemental indenture or Company Order
under Section 2.05 hereof, if less than all of a series of Notes is to be
redeemed, the Trustee shall select in such manner as it shall deem appropriate
and fair in its discretion the particular Notes to be redeemed in whole or in
part and shall thereafter promptly notify the Company in writing of the Notes so
to be redeemed. If less than all of a series of Notes represented by a Global
Note is to be redeemed, the particular Notes or portions thereof of such series
to be redeemed shall be selected by the Depositary for such series of Notes in
such manner as the Depositary shall determine. Notes shall be redeemed only in
denominations of $1,000, provided that any remaining principal amount of a Note
redeemed in part shall be a denomination authorized under this Indenture.
(e) If at the time of the mailing of any notice of redemption the Company
shall not have irrevocably directed the Trustee to apply funds deposited with
the Trustee or held by it and available to be used for the redemption of Notes
to redeem all the Notes called for redemption, such notice, at the election of
the Company, may state that it is subject to the receipt of the redemption
moneys by the Trustee before the date fixed for redemption and that such notice
shall be of no effect unless such moneys are so received before such date.
SECTION 3.03. PAYMENT OF NOTES ON REDEMPTION; DEPOSIT OF REDEMPTION
PRICE.
(a) If notice of redemption for any Notes shall have been given as provided
in Section 3.02 hereof and such notice shall not contain the language permitted
at the Company's option under Section 3.02(e) hereof, such Notes or portions of
Notes called for redemption shall become due and payable on the date and at the
places stated in such notice at the applicable redemption price, together with
interest accrued to the date fixed for redemption of such Notes. Interest on the
Notes or portions thereof so called for redemption shall cease to accrue and
such Notes or portions thereof shall be deemed not to be entitled to any benefit
under this Indenture except to receive payment of the redemption price together
with interest accrued thereon to the date fixed for redemption. Upon
presentation and surrender of such Notes at such a place of payment in such
notice specified, such Notes or the specified portions thereof shall be paid and
redeemed at the applicable redemption price, together with interest accrued
thereon to the date fixed for redemption.
(b) If notice of redemption shall have been given as provided in Section
3.02 hereof and such notice shall contain the language permitted at the
Company's option under Section 3.02(e) hereof, such Notes or portions of Notes
called for redemption shall become due and payable on the date and at the places
stated in such notice at the applicable redemption price, together with interest
accrued to the date fixed for redemption of such Notes, and interest on the
Notes or portions thereof so called for redemption shall cease to accrue and
such Notes or portions thereof shall be deemed not to be entitled to any benefit
under this Indenture except to receive payment of the redemption price together
with interest accrued thereon to the date fixed for redemption; provided that,
in each case, the Company shall have deposited with the Trustee or a paying
agent on or prior to such redemption date an amount sufficient to pay the
redemption price together with interest accrued to the date fixed for
redemption. Upon the Company making such deposit and, upon presentation and
surrender of such Notes at such a place of payment in such notice specified,
such Notes or the specified portions thereof shall be paid and redeemed at the
applicable redemption price, together with interest accrued thereon to the date
fixed for redemption. If the Company shall not make such deposit on or prior to
the redemption date, the notice of redemption shall be of no force and effect
and the principal on such Notes or specified portions thereof shall continue to
bear interest as if the notice of redemption had not been given.
(c) No notice of redemption of Notes shall be mailed during the continuance
of any Event of Default, except (1) that, when notice of redemption of any Notes
has been mailed, the Company shall redeem such Notes but only if funds
sufficient for that purpose have prior to the occurrence of such Event of
Default been deposited with the Trustee or a paying agent for such purpose, and
(2) that notices of redemption of all outstanding Notes may be given during the
continuance of an Event of Default.
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(d) Upon surrender of any Note redeemed in part only, the Company shall
execute, and the Trustee shall authenticate, deliver and register, a new Note or
Notes of authorized denominations in aggregate principal amount equal to, and
having the same terms, Original Issue Date or Dates and series as, the
unredeemed portion of the Note so surrendered.
ARTICLE FOUR
SENIOR NOTE FIRST MORTGAGE BONDS
SECTION 4.01. DELIVERY OF INITIAL SERIES OF SENIOR NOTE FIRST MORTGAGE
BONDS. Subject to the provisions of Section 4.11 and Article Five hereof, the
Company hereby (a) delivers to the Trustee, in connection with the initial
issuance of a series of Notes hereunder in an aggregate principal amount not to
exceed $110,000,000, Senior Note First Mortgage Bonds bearing the designation
"First Mortgage Bonds, Senior Note Series A" in the aggregate principal amount
of $110,000,000, fully registered in the name of the Trustee, in trust for the
benefit of the Holders from time to time of the Notes issued under this
Indenture as security for any and all obligations of the Company under the
Notes, including, but not limited to, (1) the full and prompt payment of the
principal of and premium, if any, on the Notes when and as the same shall become
due and payable in accordance with the terms and provisions of this Indenture or
the Notes, either at the stated maturity thereof, upon acceleration of the
maturity thereof or upon redemption, and (2) the full and prompt payment of any
interest on the Notes when and as the same shall become due and payable in
accordance with the terms and provisions of this Indenture or the Notes and (b)
delivers to the Trustee the certificate of the Expert required by Section 4.05
hereof.
SECTION 4.02. RECEIPT. The Trustee acknowledges receipt of the Senior Note
First Mortgage Bonds and Expert certificate described in Section 4.01 hereof.
SECTION 4.03. SENIOR NOTE FIRST MORTGAGE BONDS HELD BY THE TRUSTEE. The
Trustee, as a Holder of Senior Note First Mortgage Bonds, shall attend any
meeting of Bondholders under the First Mortgage as to which it receives due
notice, or, at its option, shall deliver its proxy in connection therewith.
Either at such meeting, or otherwise where consent of Holders of first mortgage
bonds issued under the First Mortgage is sought without a meeting, the Trustee
shall vote all of the Senior Note First Mortgage Bonds held by it, or shall
consent or withold its consent with respect thereto, as directed by the Holders
of not less than a majority in the aggregate principal amount of the outstanding
Notes; provided, however, the Trustee shall not vote as such Holder of any
particular series of Senior Note First Mortgage Bonds in favor of, or give its
consent to, any action which, in the Trustee's opinion, would materially
adversely affect such series of Senior Note First Mortgage Bonds in a manner not
shared generally by all other Senior Note First Mortgage Bonds, except upon
notification by the Trustee to the Noteholders of the related series of Notes of
such proposal and consent thereto of the Holders of not less than a majority in
aggregate principal amount of the outstanding Notes of such series.
SECTION 4.04. NO TRANSFER OF SENIOR NOTE FIRST MORTGAGE BONDS;
EXCEPTION. Except as required to effect an assignment to a successor trustee
under this Indenture or pursuant to Section 4.05 or Section 4.08 hereof, the
Trustee shall not sell, assign or transfer the Senior Note First Mortgage Bonds
and the Company shall issue stop transfer instructions to the Mortgage Trustee
and any transfer agent under the First Mortgage to effect compliance with this
Section 4.04.
SECTION 4.05. DELIVERY TO THE COMPANY OF ALL SENIOR NOTE FIRST MORTGAGE
BONDS. When the obligation of the Company to make payment with respect to the
principal of and premium, if any, and interest on the Senior Note First Mortgage
Bonds shall be satisfied or deemed satisfied pursuant to Section 4.11 or Section
5.01(a) hereof, the Trustee shall, upon written request of the Company and
receipt of the certificate of the Expert described in Section 4.06(b) hereof (if
such certificate is then required by Section 4.06(b) hereof), deliver to the
Company without charge therefor all of the Senior Note First Mortgage Bonds,
together with such appropriate instruments of transfer or release as may
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be reasonably requested by the Company. All Senior Note First Mortgage Bonds
delivered to the Company in accordance with this Section 4.05 shall be delivered
by the Company to the Mortgage Trustee for cancellation.
SECTION 4.06. FAIR VALUE CERTIFICATE. (a) Upon the delivery by the Company
to the Trustee of Senior Note First Mortgage Bonds pursuant to Section 4.01 or
Section 4.09 hereof, the Company shall simultaneously therewith deliver to the
Trustee a certificate of an Expert (1) stating that it is familiar with the
provisions of such Senior Note First Mortgage Bonds and of this Indenture; (2)
stating the principal amount of such Senior Note First Mortgage Bonds so
delivered, the stated interest rate (or method of calculation of interest) of
such Senior Note First Mortgage Bonds and the stated maturity date of such
Senior Note First Mortgage Bonds; (3) identifying the Notes being issued
contemporaneously therewith, and (4) stating the fair value to the Company of
such Senior Note First Mortgage Bonds. If the fair value to the Company of the
Senior Note First Mortgage Bonds so delivered, as described in the certificate
to be delivered pursuant to this Section 4.06(a), both (l) is equal to or
exceeds (A) $25,000 and (B) 1% of the principal amount of the Notes outstanding
at the date of delivery of such Senior Note First Mortgage Bonds and (2)
together with the fair value to the Company, as described in the certificates to
be delivered pursuant to this Section 4.06(a), of all other Senior Note First
Mortgage Bonds delivered to the Trustee since the commencement of the then
current calendar year, is equal to or exceeds 10% of the principal amount of the
Notes outstanding at the date of delivery of such Senior Note First Mortgage
Bonds, then the certificate required by this Section 4.06(a) shall (1) be
delivered by an Expert who shall be independent of the Company and satisfactory
to the Trustee in its reasonable judgment and (2) shall, in addition to the
certifications described above, state the fair value to the Company of all
Senior Note First Mortgage Bonds delivered to the Trustee pursuant to Section
4.09 hereof since the commencement of the then current year as to which a
certificate was not delivered by an Expert independent of the Company.
(b) If Senior Note First Mortgage Bonds are delivered or surrendered to the
Company pursuant to Section 4.05 or 4.08 hereof, the Company shall
simultaneously therewith deliver to the Trustee a certificate of an Expert (1)
stating that it is familiar with the provisions of such Senior Note First
Mortgage Bonds and of this Indenture, (2) stating the principal amount of such
Senior Note First Mortgage Bonds so delivered, the stated interest rate (or
method of calculation of interest) of such Senior Note First Mortgage Bonds and
the stated maturity date of such Senior Note First Mortgage Bonds, (3) if
applicable, identifying the Notes, the payment of the interest on and principal
of which has been discharged hereunder, (4) stating that such delivery and
release will not impair the lien of this Indenture in contravention of the
provisions of this Indenture. If, prior to the Release Date, the fair value of
the Senior Note First Mortgage Bonds so delivered and released, as described in
the certificate to be delivered pursuant to this Section 4.06(b), both (l) is
equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the
outstanding Notes at the date of release of such Senior Note First Mortgage
Bonds and (2) together with the fair value, as described in the certificates to
be delivered pursuant to this Section 4.06(b), of all other Senior Note First
Mortgage Bonds released from the lien of this Indenture since the commencement
of the then current calendar year, is equal to or exceeds 10% of the principal
amount of the Notes outstanding at the date of release of such Senior Note First
Mortgage Bonds, then the certificate required by this Section 4.06(b) shall be
delivered by an Expert who shall be independent of the Company and satisfactory
to the Trustee in its reasonable judgment.
If, in connection with a delivery or release of outstanding Senior Note
First Mortgage Bonds, the Company provides to the Trustee an Opinion of Counsel
stating that the certificate described by this Section 4.06 is not required by
law, such certificate shall not be required to be delivered hereunder in
connection with such delivery or release.
SECTION 4.07. FURTHER ASSURANCES. The Company, at its own expense, shall
do such further lawful acts and things, and execute and deliver such additional
conveyances, assignments, assurances,
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agreements and instruments, as may be necessary in order to better assign,
assure and confirm to the Trustee its interest in the Senior Note First Mortgage
Bonds and for maintaining, protecting and preserving such interest.
SECTION 4.08. EXCHANGE AND SURRENDER OF SENIOR NOTE FIRST MORTGAGE
BONDS. At any time at the written direction of the Company, the Trustee shall
surrender to the Company all or part of the Senior Note First Mortgage Bonds in
exchange for Senior Note First Mortgage Bonds equal in aggregate outstanding
principal amounts to, in different denominations than but of the same series and
with all other terms identical to, the Senior Note First Mortgage Bonds so
surrendered to the Company. In addition, at any time a Note shall cease to be
entitled to any lien, benefit or security under this Indenture pursuant to
Section 5.01(b) hereof, the Trustee shall surrender an equal principal amount of
the related series of Senior Note First Mortgage Bonds, subject to the
limitations of this Section 4.08 to the Company for cancellation. The Trustee
shall, together with such Senior Note First Mortgage Bonds, deliver to the
Company such appropriate instruments of transfer or release as the Company may
reasonably request. Prior to the surrender required by this paragraph, the
Trustee shall receive from the Company the following, and (subject to Section
9.01 hereof) shall be fully protected in relying upon, (a) an Officers'
Certificate stating (i) the aggregate outstanding principal amount of the Senior
Note First Mortgage Bonds of the series surrendered by the Trustee, after giving
effect to such surrender, (ii) the aggregate outstanding principal amount of the
related series of Notes, (iii) that the surrender of the Senior Note First
Mortgage Bonds will not result in any default under this Indenture, and (iv)
that any Senior Note First Mortgage Bonds to be received in exchange for the
Senior Note First Mortgage Bonds being surrendered comply with the provisions of
this Section.
The Company shall not be permitted to cause the surrender or exchange of all
or any part of a series of Senior Note First Mortgage Bonds contemplated in this
Section, if, after such surrender or exchange, the aggregate outstanding
principal amount of the related series of Notes would exceed the aggregate
outstanding principal amount of such series of Senior Note First Mortgage Bonds
held by the Trustee. Any Senior Note First Mortgage Bonds received by the
Company pursuant to this Section 4.08 shall be delivered to the Mortgage Trustee
for cancellation.
SECTION 4.09. ACCEPTANCE OF ADDITIONAL SENIOR NOTE FIRST MORTGAGE
BONDS. Upon the issuance of a series of Notes hereunder (other than the initial
series of Notes referred to in Section 4.01 hereof) at any time prior to the
Release Date, the Company shall deliver to the Trustee in trust for the benefit
of the Holders of the Notes as described in Section 4.11 hereof, and the Trustee
shall accept therefor, a related series of Senior Note First Mortgage Bonds
registered in the name of the Trustee conforming to the requirements of Section
4.10 hereof.
SECTION 4.10. TERMS OF SENIOR NOTE FIRST MORTGAGE BONDS. Each series of
Senior Note First Mortgage Bonds delivered to the Trustee pursuant to Section
4.01 or Section 4.09 hereof shall have the same stated rate or rates of interest
(or interest calculated in the same manner), Interest Payment Dates, stated
maturity date and redemption provisions, and shall be in the same aggregate
principal amount, as the related series of Notes being issued.
SECTION 4.11. SENIOR NOTE FIRST MORTGAGE BONDS AS SECURITY FOR
NOTES. Until the Release Date and subject to Article Five hereof, Senior Note
First Mortgage Bonds delivered to the Trustee, for the benefit of the Holders of
the Notes, shall constitute part of the trust estate and for any and all
obligations of the Company under the Notes, including, but not limited to (1)
the full and prompt payment of the principal of and premium, if any, on such
Notes when and as the same shall become due and payable in accordance with the
terms and provisions of this Indenture or the Notes, either at the stated
maturity thereof, upon acceleration of the maturity thereof or upon redemption,
and (2) the full and prompt payment of any interest on such Notes when and as
the same shall become due and payable in accordance with the terms and
provisions of this Indenture or the Notes.
Notwithstanding anything in this Indenture to the contrary, from and after
the Release Date, the obligation of the Company to make payment with respect to
the principal of and premium, if any, and interest on the Senior Note First
Mortgage Bonds shall be deemed satisfied and discharged as
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provided in the supplemental trust indenture or indentures to the First Mortgage
creating such Senior First Mortgage Bonds and the Senior Note First Mortgage
Bonds shall cease to secure in any manner Notes theretofore or subsequently
issued. From and after the Release Date, any conditions to the issuance of Notes
that refer or relate to Senior Note First Mortgage Bonds or the First Mortgage
shall be inapplicable. Following the Release Date, the Company shall cause the
First Mortgage to be closed and the Company shall not issue any additional First
Mortgage Bonds or Senior Note First Mortgage Bonds under the First Mortgage.
Notice of the occurrence of the Release Date shall be given by the Trustee to
the Holders of the Notes in the manner provided in Section 15.10 hereof not
later than 30 days after the Company notifies the Trustee of the occurrence of
the Release Date.
ARTICLE FIVE
SATISFACTION AND DISCHARGE; UNCLAIMED MONEYS
SECTION 5.01. SATISFACTION AND DISCHARGE.
(a) If at any time:
(1) the Company shall have paid or caused to be paid the principal of
and premium, if any, and interest on all the outstanding Notes, as and when
the same shall have become due and payable,
(2) the Company shall have delivered to the Trustee for cancellation all
outstanding Notes, or
(3) the Company shall have irrevocably deposited or caused to be
irrevocably deposited with the Trustee as trust funds the entire amount in
(A) cash, (B) U.S. Government Obligations maturing as to principal and
interest in such amounts and at such times as will insure the availability
of cash, or (C) a combination of cash and U.S. Government Obligations, in
any case sufficient, without reinvestment, as certified by an independent
public accounting firm of national reputation in a written certification
delivered to the Trustee, to pay at maturity or the applicable redemption
date (provided that notice of redemption shall have been duly given or
irrevocable provision satisfactory to the Trustee shall have been duly made
for the giving of any notice of redemption) all outstanding Notes, including
principal and any premium and interest due or to become due to such date of
maturity, as the case may be and, unless all outstanding Notes are to be due
within 90 days of such deposit by redemption or otherwise, shall also
deliver to the Trustee an Opinion of Independent Counsel to the effect that
the Company has received from, or there has been published by, the Internal
Revenue Service a ruling or similar pronouncement by the Internal Revenue
Service or that there has been a change of law, in either case to the effect
that the Holders of the Notes will not recognize income, gain or loss for
federal income tax purposes as a result of such defeasance or discharge of
the Indenture,
and if, in any such case, the Company shall also pay or cause to be paid all
other sums payable hereunder by the Company, then this Indenture shall cease to
be of further effect (except as to (i) rights of registration of transfer and
exchange of Notes, (ii) substitution of mutilated, defaced, destroyed, lost or
stolen Notes, (iii) rights of Noteholders to receive payments of principal
thereof, and any premium and interest thereon, upon the original stated due
dates therefor or upon the applicable redemption date (but not upon acceleration
of maturity) from the moneys and U.S. Government Obligations held by the Trustee
pursuant to Section 5.02 hereof, (iv) the rights and immunities of the Trustee
hereunder, (v) the rights of the Holders of Notes as beneficiaries hereof with
respect to the property so deposited with the Trustee payable to all or any of
them, (vi) the obligations and rights of the Trustee and the Company under
Section 5.04 hereof, and (vii) the duties of the Trustee with respect to any of
the foregoing), and the Company shall be deemed to have paid and discharged the
entire indebtedness represented by, and its obligations under, the Notes, and
the Trustee, on demand of the Company and at the cost and expense of the
Company, shall execute proper instruments acknowledging such satisfaction of and
discharging this Indenture and the Trustee shall at the
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request of the Company return to the Company all Senior Note First Mortgage
Bonds and all other property and money held by it under this Indenture and
determined by it from time to time in accordance with the certification pursuant
to this Section 5.01(a)(3) to be in excess of the amount required to be held
under this Section.
If the Notes are deemed to be paid and discharged pursuant to Section
5.01(a)(3) hereof, within 15 days after those Notes are so deemed to be paid and
discharged, the Trustee shall cause a written notice to be given to each Holder
in the manner provided by Section 15.10 hereof. The notice shall:
(i) state that the Notes are deemed to be paid and discharged;
(ii) set forth a description of any U.S. Government Obligations and cash
held by the Trustee as described above;
(iii) if any Notes will be called for redemption, specify the date or
dates on which those Notes are to be called for redemption.
Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 9.06 hereof, shall
survive.
If the Notes are deemed paid and discharged pursuant to this Section 5.01,
the obligation of the Company to make payment with respect to the principal of
and premium, if any, and interest on the Senior Note First Mortgage Bonds shall
be satisfied and discharged and the Senior Note First Mortgage Bonds shall cease
to secure the Notes in any manner.
(b) If the Company shall have paid or caused to be paid the principal of and
premium, if any, and interest on any Note, as and when the same shall have
become due and payable or the Company shall have delivered to the Trustee for
cancellation any outstanding Note, such Note shall cease to be entitled to any
lien, benefit or security under this Indenture. Upon a Note of any series
ceasing to be entitled to any lien, benefit or security under this Indenture,
the obligation of the Company to make payment with respect to principal of and
premium, if any, and interest on a principal amount of the related series of
Senior Note First Mortgage Bonds equal to the principal amount of such Note
shall be satisfied and discharged and such portion of the principal amount of
such Senior Note First Mortgage Bonds shall cease to secure the Notes in any
manner.
SECTION 5.02. DEPOSITED MONEYS TO BE HELD IN TRUST BY TRUSTEE. All moneys
and U.S. Government Obligations deposited with the Trustee pursuant to Section
5.01 hereof, shall be held in trust and applied by it to the payment, either
directly or through any paying agent (including the Company if acting as its own
paying agent), to the Holders of the particular Notes for the payment or
redemption of which such moneys and U.S. Government Obligations have been
deposited with the Trustee of all sums due and to become due thereon for
principal and premium, if any, and interest.
SECTION 5.03. PAYING AGENT TO REPAY MONEYS HELD. Upon the satisfaction and
discharge of this Indenture all moneys then held by any paying agent for the
Notes (other than the Trustee) shall, upon written demand by an Authorized
Agent, be repaid to the Company or paid to the Trustee, and thereupon such
paying agent shall be released from all further liability with respect to such
moneys.
SECTION 5.04. RETURN OF UNCLAIMED MONEYS. Any moneys deposited with or
paid to the Trustee for payment of the principal of or any premium or interest
on any Notes and not applied but remaining unclaimed by the Holders of such
Notes for two years after the date upon which the principal of or any premium or
interest on such Notes, as the case may be, shall have become due and payable,
shall be repaid to the Company by the Trustee on written demand by an Authorized
Agent, and all liability of the Trustee shall thereupon cease; and any Holder of
any of such Notes shall thereafter look only to the Company for any payment
which such Holder may be entitled to collect.
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ARTICLE SIX
PARTICULAR COVENANTS OF THE COMPANY
SECTION 6.01. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The Company
covenants and agrees for the benefit of the Holders of the Notes that it will
duly and punctually pay or cause to be paid the principal of and any premium and
interest on each of the Notes at the places, at the respective times and in the
manner provided in such Notes or in this Indenture.
SECTION 6.02. OFFICE FOR NOTICES AND PAYMENTS, ETC. So long as any of the
Notes remain outstanding, the Company at its option may cause to be maintained
in the Borough of Manhattan, the City and State of New York, or elsewhere, an
office or agency where the Notes may be presented for registration of transfer
and for exchange as in this Indenture provided, and where, at any time when the
Company is obligated to make a payment of principal and premium upon Notes, the
Notes may be surrendered for payment, and may maintain at any such office or
agency and at its principal office an office or agency where notices and demands
to or upon the Company in respect of the Notes or of this Indenture may be
served. The designation of any such office or agency shall be made by Company
Order pursuant to Section 2.05 hereof or at any subsequent time pursuant to this
Section 6.02 hereof. The Company will give to the Trustee written notice of the
location of each such office or agency and of any change of location thereof. If
the Company shall fail to give such notice of the location or of any change in
the location of any such office or agency, presentations may be made and notices
and demands may be served at the corporate trust office of the Trustee.
SECTION 6.03. APPOINTMENTS TO FILL VACANCIES IN TRUSTEE'S OFFICE. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 9.11 hereof, a Trustee, so that
there shall at all times be a Trustee hereunder.
SECTION 6.04. PROVISION AS TO PAYING AGENT. The Trustee shall be the
paying agent for the Notes and, at the option of the Company, the Company may
appoint additional paying agents (including without limitation itself). Whenever
the Company shall appoint an additional paying agent, it shall cause such paying
agent to execute and deliver to the Trustee an instrument in which such agent
shall agree with the Trustee, subject to this Section 6.04:
(1) that it will hold in trust for the benefit of the Holders and the
Trustee all sums held by it as such agent for the payment of the principal
of and any premium or interest on the Notes (whether such sums have been
paid to it by the Company or by any other obligor on such Notes) in trust
for the benefit of the Holders of such Notes;
(2) that it will give to the Trustee notice of any failure by the
Company (or by any other obligor on such Notes) to make any payment of the
principal of and any premium or interest on such Notes when the same shall
be due and payable; and
(3) that it will at any time during the continuance of any such failure,
upon the written request of the Trustee, forthwith pay to the Trustee all
sums so held in trust by such paying agent.
If the Company shall act as its own paying agent with respect to any Notes,
it will, on or before each due date of the principal of and any premium or
interest on such Notes, set aside, segregate and hold in trust for the benefit
of the Holders of such Notes a sum sufficient to pay such principal and any
premium or interest so becoming due and will notify the Trustee of any failure
by it to take such action and of any failure by the Company (or by any other
obligor on such Notes) to make any payment of the principal of and any premium
or interest on such Notes when the same shall become due and payable.
Whenever the Company shall have one or more paying agents, it will, on or
prior to each due date of the principal of (and premium, if any) or interest, if
any, on any Notes, deposit with such paying agent a sum sufficient to pay the
principal (and premium, if any) or interest, if any, so becoming due,
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such sum to be held in trust for the benefit of the Persons entitled to such
principal, premium or interest, if any, and (unless such paying agent is the
Trustee) the Company shall promptly notify the Trustee of any failure on its
part to so act.
Anything in this Section 6.04 to the contrary notwithstanding, the Company
may, at any time, for the purpose of obtaining a satisfaction and discharge of
this Indenture, or for any other reason, pay or cause to be paid to the Trustee
all sums held in trust by it or any paying agent hereunder, as required by this
Section 6.04, such sums to be held by the Trustee upon the trusts herein
contained.
Anything in this Section 6.04 to the contrary notwithstanding, the agreement
to hold sums in trust as provided in this Section 6.04 is subject to Sections
5.03 and 5.04 hereof.
SECTION 6.05. OPINIONS OF COUNSEL. The Company will cause this Indenture,
any indentures supplemental to this Indenture, and any financing or continuation
statements to be promptly recorded and filed and rerecorded and refiled in such
a manner and in such places, as may be required by law in order fully to
preserve, protect and perfect the security of the Noteholders and all rights of
the Trustee, and shall deliver to the Trustee:
(a) promptly after the execution and delivery of this Indenture and of any
indenture supplemental to this Indenture but prior to the Release Date, an
Opinion of Counsel either stating that, in the opinion of such counsel, this
Indenture or such supplemental indenture and any financing or continuation
statements have been properly recorded and filed so as to make effective and to
perfect the interest of the Trustee intended to be created by this Indenture for
the benefit of the Holders from time to time of the Notes in the Senior Note
First Mortgage Bonds, and reciting the details of such action, or stating that,
in the opinion of such counsel, no such action is necessary to perfect or make
such interest effective and stating what, if any, action of the foregoing
character may reasonably be expected to become necessary prior to the next
succeeding May 1 to maintain, perfect and make such interest effective; and
(b) on or before May 1 of each year, beginning in 1996, and prior to the
Release Date, an Opinion of Counsel either stating that in the opinion of such
counsel such action has been taken, since the date of the most recent Opinion of
Counsel furnished pursuant to this Section 6.05(b) or the first Opinion of
Counsel furnished pursuant to Section 6.05(a) hereof, with respect to the
recording, filing, rerecording, or refiling of this Indenture, each supplemental
indenture and any financing or continuation statements, as is necessary to
maintain and perfect the interest of the Trustee intended to be created by this
Indenture for the benefit of the Holders from time to time of the Notes in the
Senior Note First Mortgage Bonds, and reciting the details of such action, or
stating that in the opinion of such counsel no such action is necessary to
maintain and perfect such interest and stating what, if any, action of the
foregoing character may reasonably be expected to become necessary prior to the
next succeeding May 1 to maintain, perfect and make such security interest
effective.
SECTION 6.06. CERTIFICATES AND NOTICE TO TRUSTEE. The Company shall, on or
before May 1 of each year, beginning in 1996, deliver to the Trustee a
certificate from its principal executive officer, principal financial officer or
principal accounting officer covering the preceding calendar year and stating
whether or not, to the knowledge of such party, the Company has complied with
all conditions and covenants under this Indenture, and, if not, describing in
reasonable detail any failure by the Company to comply with any such conditions
or covenants. For purposes of this Section, compliance shall be determined
without regard to any period of grace or requirement of notice provided under
this Indenture. Upon the occurrence of a completed default (as defined in the
First Mortgage) prior to the Release Date, the Company shall promptly notify the
Trustee of such event.
ARTICLE SEVEN
NOTEHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE
SECTION 7.01. NOTEHOLDER LISTS.
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(a) The Company shall furnish or cause to be furnished to the Trustee
semiannually, not later than 15 days after each Regular Record Date for each
Interest Payment Date that is not a maturity date and at such other times as
such Trustee may request in writing, within 30 days after receipt by the Company
of any such request, a list in such form as the Trustee may reasonably require
containing all the information in the possession or control of the Company, or
any paying agents other than the Trustee, as to the names and addresses of the
Holders of Notes, obtained since the date as of which the next previous list, if
any, was furnished. Any such list may be dated as of a date not more than 15
days prior to the time such information is furnished or caused to be furnished
and need not include information received after such date; provided that as long
as the Trustee is the registrar for the Notes, no such list shall be required to
be furnished. The Trustee shall preserve any list provided to it pursuant to
this Section until such time as the Company or any paying agent, as applicable,
shall provide it with a more recent list.
(b) Within five business days after the receipt by the Trustee of a written
application by any three or more Holders stating that the applicants desire to
communicate with other Holders with respect to their rights under the Indenture
or under the Notes, and accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, and by reasonable proof
that each such applicant has owned a Note for a period of at least six months
preceding the date of such application, the Trustee shall, at its election,
either:
(i) afford to such applicants access to all information furnished to or
received by the Trustee pursuant to Section 7.01(a) hereof or, if
applicable, in its capacity as registrar to the Notes; or
(ii) inform such applicants as to the approximate number of Holders
according to the most recent information furnished to or received by the
Trustee under Section 7.01(a) hereof or if applicable in its capacity as
registrar for the Notes, and as to the approximate cost of mailing to such
Holders the form of proxy or other communication, if any, specified in such
application.
If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder of Notes a copy of the form of proxy or other communication
which is specified in such request, with reasonable promptness after a tender to
the Trustee of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of such mailing, unless within five days
after such tender the Trustee shall mail to such applicants and file with the
Commission, together with a copy of the material to be mailed, a written
statement to the effect that, in the opinion of the Trustee, such mailing would
be contrary to the best interests of the Holders or would be in violation of
applicable law. Such written statement shall specify the basis of such opinion.
If the Commission, after opportunity for a hearing upon the objections specified
in the written statement so filed, shall enter an order refusing to sustain any
of such objections or if, after the entry of an order sustaining one or more of
such objections, the Commission shall find, after notice and opportunity for
hearing, that all the objections so sustained have been met and shall enter an
order so declaring, the Trustee shall mail copies of such material to all
Holders with reasonable promptness after the entry of such order and the renewal
of such tender; otherwise the Trustee shall be relieved of any obligation or
duty to such applicants respecting their application.
(c) Every Holder of a Note, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
paying agent nor any Authenticating Agent shall be held accountable by reason of
the disclosure of any such information as to the names and addresses of the
Holders in accordance with this Section, regardless of the source from which
such information was derived, and that the Trustee shall not be held accountable
by reason of mailing any material pursuant to a request made under this Section.
SECTION 7.02. SECURITIES AND EXCHANGE COMMISSION REPORTS. The Company
shall:
(a) file with the Trustee, within 15 days after the Company is required to
file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or
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copies of such portions of any of the foregoing as the Commission may from time
to time by rules and regulations prescribe) which the Company may be required to
file with the Commission pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934; or, if the Company is not required to file
information, documents or reports pursuant to either of said Sections, then it
will file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Securities Exchange Act of 1934 in
respect of a security listed and registered on a national securities exchange as
may be prescribed from time to time in such rules and regulations;
(b) file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such additional
information, documents and reports with respect to compliance by the Company
with the conditions and covenants of this Indenture as may be required from time
to time by such rules and regulations, including, in the case of annual reports,
if required by such rules and regulations, certificates or opinions of
independent public accountants, conforming to the requirements of Section 15.05,
as to compliance with conditions or covenants, compliance with which is subject
to verification by accountants; and
(c) transmit by mail to all Holders, as their names and addresses appear in
the register, within 30 days after the filing thereof with the Trustee, such
summaries of any information, documents and reports required to be filed by the
Company pursuant to paragraphs (a) and (b) of this Section as may be required by
rules and regulations prescribed from time to time by the Commission.
SECTION 7.03. REPORTS BY THE TRUSTEE.
(a) Within 60 days after July 15 of each year, beginning with the July 15
after the first issuance of Notes hereunder, the Trustee shall transmit by mail
a brief report dated as of such date that complies with Section 313(a) of the
TIA (to the extent required by such Section).
(b) The Trustee shall from time to time transmit by mail brief reports that
comply, both in content and date of delivery, with Section 313(b) of the TIA (to
the extent required by such Section).
(c) A copy of each such report filed pursuant to this section shall, at the
time of such transmission to such Holders, be filed by the Trustee with each
stock exchange upon which any Notes are listed and also with the Commission. The
Company will notify the Trustee promptly upon the listing of such Notes on any
stock exchange.
(d) Reports pursuant to this Section shall be transmitted
(1) by mail to all Holders of Notes, as their names and addresses appear
in the register for the Notes;
(2) by mail to such Holders of Notes as have, within the two years
preceding such transmission, filed their names and addresses with the
Trustee for such purpose;
(3) by mail, except in the case of reports pursuant to Section 7.03(b)
and (c) hereof, to all Holders of Notes whose names and addresses have been
furnished to or received by the Trustee pursuant to Section 7.01 hereof; and
(4) at the time such report is transmitted to the Holders of the Notes,
to each exchange on which Notes are listed and also with the Commission.
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ARTICLE EIGHT.
REMEDIES OF THE TRUSTEE AND
NOTEHOLDERS ON EVENTS OF DEFAULT
SECTION 8.01. EVENTS OF DEFAULT.
(a) If one or more of the following Events of Default shall have occurred
and be continuing:
(1) default in the payment of any installment of interest upon any of
the Notes as and when the same shall become due and payable, and continuance
of such default for a period of 30 days;
(2) default in the payment of the principal of or any premium on any of
the Notes as and when the same shall become due and payable and continuance
of such default for five days;
(3) failure on the part of the Company duly to observe or perform any
other of the covenants or agreements on the part of the Company contained in
the Notes or in this Indenture for a period of 90 days after the date on
which written notice of such failure, requiring the same to be remedied and
stating that such notice is a "Notice of Default" hereunder, shall have been
given to the Company by the Trustee by registered mail, or to the Company
and the Trustee by the Holders of at least 25% in aggregate principal amount
of the Notes at the time outstanding;
(4) prior to the Release Date, a completed default (as defined in the
First Mortgage) has occurred and is continuing, and the Mortgage Trustee,
the Company or Holders of at least 25% in aggregate principal amount of the
Notes at the time outstanding shall have given written notice thereof to the
Trustee;
(5) the entry of a decree or order by a court having jurisdiction over
the Company for relief in respect of the Company under Title 11 of the
United States Code, as now constituted or hereafter amended, or any other
applicable federal or state bankruptcy, insolvency or other similar law, or
appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or similar official of the Company or of any substantial part
of its property, or ordering the winding-up or liquidation of its affairs,
and the continuance of any such decree or order unstayed and in effect for a
period of 60 consecutive days; or
(6) the filing by the Company with respect to itself or its property of
a petition or answer or consent seeking relief under Title 11 of the United
States Code, as now constituted or hereafter amended, or any other
applicable federal or state bankruptcy, insolvency or other similar law, or
the consent by it to the institution of proceedings thereunder or to the
filing of any such petition or to the appointment of or taking possession by
a receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Company or of any substantial part of its property,
or the failure of the Company generally to pay its debts as such debts
become due, or the taking of corporate action by the Company to effectuate
any such action;
then and in each and every such case, unless the principal of all of the Notes
shall have already become due and payable, either the Trustee or the Holders of
a majority in aggregate principal amount of the Notes then outstanding, by
notice in writing to the Company (and to the Trustee if given by Noteholders),
may declare the principal of all the Notes to be due and payable immediately and
upon any such declaration the same shall become and shall be immediately due and
payable, anything in this Indenture or in the Notes contained to the contrary
notwithstanding and, upon the Notes being declared to be due and payable, the
Trustee can immediately file with the Mortgage Trustee a written demand for
redemption of all Senior Note First Mortgage Bonds pursuant to the applicable
provisions of the supplemental indentures to the First Mortgage. This provision,
however, is subject to the condition that if, at any time after the principal of
the Notes shall have been so declared due and payable, and before any judgment
or decree for the payment of the moneys due shall have been obtained or entered
as hereinafter provided and prior to the mailing to the Trustee by the Mortgage
Trustee of a firm, valid and unconditional notice to the Trustee of the
acceleration of all of the
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first mortgage bonds issued and outstanding under the First Mortgage, the
Company shall pay or shall deposit with the Trustee a sum sufficient to pay all
matured installments of interest upon all of the Notes and the principal of and
any premium on any and all Notes which shall have become due otherwise than by
acceleration (with interest on overdue installments of interest, to the extent
that payment of such interest is enforceable under applicable law, and on such
principal and applicable premium at the rate borne by the Notes to the date of
such payment or deposit) and all sums paid or advanced by the Trustee hereunder,
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 9.06 hereof, and any and all defaults under this Indenture, other than
the non-payment of principal of and accrued interest on Notes which shall have
become due solely by acceleration of maturity, shall have been cured or waived
(including any defaults under the First Mortgage, as evidenced by notice thereof
from the Mortgage Trustee to the Trustee) -- then and in every such case such
payment or deposit shall cause an automatic waiver of the Event of Default and
its consequences (including if given the written demand for redemption of all
Senior Note First Mortgage Bonds) and shall cause an automatic rescission and
annulment of the acceleration of the Notes; but no such waiver or rescission and
annulment shall extend to or shall affect any subsequent default, or shall
impair any right consequent thereon.
(b) If the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned because
of such rescission or annulment or for any other reason or shall have been
determined adversely to the Trustee, then and in every such case the Company and
the Trustee shall be restored respectively to their several positions and rights
hereunder, and all rights, remedies and powers of the Company and the Trustee
shall continue as though no such proceeding had been taken.
SECTION 8.02. PAYMENT OF NOTES ON DEFAULT; SUIT THEREFOR.
(a) The Company covenants that in case of:
(1) default in the payment of any installment of interest upon any of
the Notes as and when the same shall become due and payable, and continuance
of such default for a period of 30 days; or
(2) default in the payment of the principal of or any premium on any of
the Notes as and when the same shall have become due and payable whether at
the stated maturity thereof, upon redemption thereof (provided that such
redemption is not conditioned upon the deposit of sufficient moneys for such
redemption), upon declaration of acceleration or otherwise.
then, upon demand of the Trustee, the Company shall pay to the Trustee, for the
benefit of the Holders of the Notes, the whole amount that then shall have so
become due and payable on all such Notes for principal and any premium or
interest, or both, as the case may be, with interest upon the overdue principal
and any premium and (to the extent that payment of such interest is enforceable
under applicable law) upon the overdue installments of interest at the rate
borne by the Notes; and, in addition thereto, such further amounts as shall be
sufficient to cover the costs and expenses of collection, including reasonable
compensation to the Trustee, its agents, attorneys and counsel, any expenses or
liabilities incurred by the Trustee hereunder other than through its negligence
or bad faith, and any other amounts due the Trustee under Section 9.06 hereof.
(b) If the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any actions or proceedings at law or in
equity for the collection of the sums so due and unpaid, including, prior to the
Release Date, to exercise any rights to that end it may have as a holder of
Senior Note First Mortgage Bonds, and may enforce any such judgment or final
decree against the Company or any other obligor on the Notes and collect in the
manner provided by law out of the property of the Company or any other obligor
on such series of Notes wherever situated, the moneys adjudged or decreed to be
payable.
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(c) If there shall be pending proceedings for the bankruptcy or for the
reorganization of the Company or any other obligor on the Notes under the United
States Bankruptcy Code or any other applicable law, or in case a receiver or
trustee shall have been appointed for the property of the Company or such other
obligor, or in the case of any similar judicial proceedings relative to the
Company or other obligor upon the Notes, or to the creditors or property of the
Company or such other obligor, the Trustee, irrespective of whether the
principal of the Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made
any demand pursuant to this Section 8.02, shall be entitled and empowered, by
intervention in such proceedings or otherwise, to file and prove a claim or
claims for the whole amount of principal and any premium and interest owing and
unpaid in respect of the Notes, and, in case of any judicial proceedings, to
file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including, prior to the
Release Date, any claims of the Trustee as holder of Senior Note First Mortgage
Bonds and including any amounts due to the Trustee under Section 9.06 hereof)
and of the Holders of Notes allowed in such judicial proceedings relative to the
Company or any other obligor on the Notes, its or their creditors, or its or
their property, and to collect and receive any moneys or other property payable
or deliverable on any such claims, and to distribute the same after the
deduction of its charges and expenses.
(d) All claims and rights of action under this Indenture, or under any of
the Notes, may be enforced by the Trustee without the possession of any of the
Notes, or the production thereof in any trial or other proceeding relative
thereto, and any such suit or proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment shall be for the ratable benefit of the Holders of the Notes in respect
of which such action was taken.
(e) Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent or to accept or adopt on behalf of any Noteholder any plan
of reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Noteholder in any such proceeding.
SECTION 8.03. APPLICATION OF MONEYS COLLECTED BY TRUSTEE. Any moneys
collected by the Trustee with respect to any of the Notes pursuant to this
Article shall be applied in the order following, at the date or dates fixed by
the Trustee for the distribution of such moneys, upon presentation of the
several Notes, and stamping thereon the payment, if only partially paid, and
upon surrender thereof if fully paid.
FIRST: To the payment of all amounts due to the Trustee pursuant to Section
9.06 hereof;
SECOND: If the principal of the outstanding Notes in respect of which such
moneys have been collected shall not have become due and be unpaid, to the
payment of interest on the Notes, in the order of the maturity of the
installments of such interest, with interest (to the extent allowed by law and
to the extent that such interest has been collected by the Trustee) upon the
overdue installments of interest at the rate borne by the Notes, such payments
to be made ratably to the persons entitled thereto, and then to the payment to
the Holders entitled thereto of the unpaid principal of and applicable premium
on any of the Notes which shall have become due (other than Notes previously
called for redemption for the payment of which moneys are held pursuant to the
provisions of this Indenture), whether at stated maturity or by redemption, in
the order of their due dates, beginning with the earliest due date, and if the
amount available is not sufficient to pay in full all Notes due on any
particular date, then to the payment thereof ratably, according to the amounts
of principal and applicable premium due on that date, to the Holders entitled
thereto, without any discrimination or privilege;
THIRD: If the principal of the outstanding Notes in respect of which such
moneys have been collected shall have become due, by declaration or otherwise,
to the payment of the whole amount then owing and unpaid upon the Notes for
principal and any premium and interest thereon, with interest on the overdue
principal and any premium and (to the extent allowed by law and to the extent
that such interest has been collected by the Trustee) upon overdue installments
of interest at the rate
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borne by the Notes; and in case such moneys shall be insufficient to pay in full
the whole amount so due and unpaid upon the Notes, then to the payment of such
principal and any premium and interest without preference or priority of
principal and any premium over interest, or of interest over principal and any
premium or of any installment of interest over any other installment of
interest, or of any Note over any other Note, ratably to the aggregate of such
principal and any premium and accrued and unpaid interest; and
FOURTH: to the payment of the remainder, if any, to the Company or its
successors or assigns, or to whomsoever may lawfully be entitled to the same, or
as a court of competent jurisdiction may determine.
SECTION 8.04. PROCEEDINGS BY NOTEHOLDERS.
(a) No Holder of any Note shall have any right by virtue of or by availing
of any provision of this Indenture to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Indenture or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless
such Holder previously shall have given to the Trustee written notice of an
Event of Default with respect to such Note and of the continuance thereof, as
hereinabove provided, and unless also Noteholders of a majority in aggregate
principal amount of the Notes then outstanding affected by such Event of Default
shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding.
(b) Notwithstanding any other provision in this Indenture, however, the
rights of any Holder of any Note to receive payment of the principal of and any
premium and interest on such Note, on or after the respective due dates
expressed in such Note or on the applicable redemption date, or to institute
suit for the enforcement of any such payment on or after such respective dates
shall not be impaired or affected without the consent of such Holder.
SECTION 8.05. PROCEEDINGS BY TRUSTEE. In case of an Event of Default
hereunder the Trustee may in its discretion proceed to protect and enforce the
rights vested in it by this Indenture, including, prior to the Release Date, its
rights as holder of the Senior Note First Mortgage Bonds, by such appropriate
judicial proceedings as the Trustee shall deem most effectual to protect and
enforce any of such rights, either by suit in equity or by action at law or by
proceeding in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted to it under this Indenture, or to enforce any other legal
or equitable right vested in the Trustee by this Indenture or by law.
SECTION 8.06. REMEDIES CUMULATIVE AND CONTINUING. All powers and remedies
given by this Article Eight to the Trustee or to the Noteholders shall, to the
extent permitted by law, be deemed cumulative and not exclusive of any powers
and remedies hereof or of any other powers and remedies available to the Trustee
or the Holders of the Notes, by judicial proceedings or otherwise, to enforce
the performance or observance of the covenants and agreements contained in this
Indenture, and no delay or omission of the Trustee or of any Holder of any of
the Notes in exercising any right or power accruing upon any default occurring
and continuing as aforesaid shall impair any such right or power, or shall be
construed to be a waiver of any such default or an acquiescence therein; and,
subject to Section 8.04 hereof, every power and remedy given by this Article
Eight or by law to the Trustee or to the Noteholders may be exercised from time
to time, and as often as shall be deemed expedient, by the Trustee or by the
Noteholders.
SECTION 8.07. DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY MAJORITY
OF NOTEHOLDERS. The Holders of a majority in aggregate principal amount of the
Notes at the time outstanding shall have the right to direct the time, method,
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee; provided,
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that (subject to Section 9.01 hereof) the Trustee shall have the right to
decline to follow any such direction if the Trustee being advised by counsel
determines that the action or proceeding so directed may not lawfully be taken
or if the Trustee in good faith by its board of directors or trustees, executive
committee, or a trust committee of directors or trustees or responsible officers
shall determine that the action or proceeding so directed would involve the
Trustee in personal liability or would be unduly prejudicial to the rights of
Noteholders not joining in such directions. The Holders of a majority in
aggregate principal amount of the Notes at the time outstanding may on behalf of
all of the Holders of the Notes waive any past default or Event of Default
hereunder and its consequences except a default in the payment of principal of
or any premium or interest on the Notes. Upon any such waiver the Company, the
Trustee and the Holders of the Notes shall be restored to their former positions
and rights hereunder, respectively, but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon. Whenever any default or Event of Default hereunder shall have been
waived as permitted by this Section 8.07, said default or Event of Default shall
for all purposes of the Notes and this Indenture be deemed to have been cured
and to be not continuing.
SECTION 8.08. NOTICE OF DEFAULT. The Trustee shall, within 90 days after
the occurrence of a default, give to all Holders of the Notes, in the manner
provided in section 15.10, notice of such default, unless such default shall
have been cured before the giving of such notice, the term "default" for the
purpose of this Section 8.08 being hereby defined to be any event which is or
after notice or lapse of time or both would become an Event of Default; provided
that, except in the case of default in the payment of the principal of or any
premium or interest on any of the Notes, or in the payment of any sinking or
purchase fund installments, the Trustee shall be protected in withholding such
notice if and so long as its board of directors or trustees, executive
committee, or a trust committee of directors or trustees or responsible officers
in good faith determines that the withholding of such notice is in the interests
of the Holders of the Notes. The Trustee shall not be charged with knowledge of
any Event of Default unless a responsible officer of the Trustee assigned to the
corporate trustee department of the Trustee shall have actual knowledge of such
Event of Default.
SECTION 8.09. UNDERTAKING TO PAY COSTS. All parties to this Indenture
agree, and each Holder of any Note by acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; but this Section 8.09 shall not apply to any suit instituted by the
Trustee, or to any suit instituted by any Noteholder, or group of Noteholders,
holding in the aggregate more than 10% in principal amount of the Notes
outstanding, or to any suit instituted by any Noteholder for the enforcement of
the payment of the principal of or any premium or interest on any Note on or
after the due date expressed in such Note or the applicable redemption date.
ARTICLE NINE.
CONCERNING THE TRUSTEE
SECTION 9.01. DUTIES AND RESPONSIBILITIES OF TRUSTEE.
(a) The Trustee, prior to the occurrence of an Event of Default and after
the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Indenture. If an Event of Default has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers vested in it
by this Indenture, and use the same degree of care and skill in their exercise,
as a prudent man would exercise or use under the circumstances in the conduct of
his own affairs.
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(b) No provisions of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct, except that:
(1) prior to the occurrence of any Event of Default and after the curing
or waiving of all Events of Default which may have occurred
(A) the duties and obligations of the Trustee shall be determined
solely by the express provisions of this Indenture, and the Trustee shall
not be liable except for the performance of such duties and obligations
as are specifically set forth in this Indenture, and no implied covenants
or obligations shall be read into this Indenture against the Trustee; and
(B) in the absence of bad faith on the part of the Trustee, the
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or
opinions furnished to the Trustee and conforming to the requirements of
this Indenture; but, in the case of any such certificates or opinions
which by any provision hereof are specifically required to be furnished
to the Trustee, the Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this
Indenture;
(2) the Trustee shall not be liable for any error of judgment made in
good faith by a responsible officer or officers of the Trustee, unless it
shall be proved that the Trustee was negligent in ascertaining the pertinent
facts; and
(3) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with Section 8.07
hereof relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee under this Indenture.
SECTION 9.02. RELIANCE ON DOCUMENTS, OPINIONS, ETC. Except as otherwise
provided in Section 9.01 hereof:
(a) the Trustee may rely and shall be protected in acting or refraining from
acting upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, note or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties;
(b) any request, direction, order or demand of the Company mentioned herein
shall be sufficiently evidenced by an Officers' Certificate (unless other
evidence in respect thereof is herein specifically prescribed); and any Board
Resolution may be evidenced to the Trustee by a copy thereof certified by the
Secretary or an Assistant Secretary of the Company;
(c) the Trustee may consult with counsel and any advice or Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
accordance with such advice or Opinion of Counsel;
(d) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request, order or direction of
any of the Noteholders, pursuant to this Indenture, unless such Noteholders
shall have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred by such exercise;
(e) the Trustee shall not be liable for any action taken, suffered or
omitted by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture;
(f) prior to the occurrence of an Event of Default hereunder and after the
curing or waiving of all Events of Default, the Trustee shall not be bound to
make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, note or other paper or document, unless requested in writing to
do so by the Holders of at least a majority in principal amount of the then
outstanding Notes; provided that if the payment
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within a reasonable time to the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee, not reasonably assured to the Trustee by the security
afforded to it by this Indenture, the Trustee may require reasonable indemnity
against such expense or liability as a condition to so proceeding;
(g) no provision of this Indenture shall require the Trustee to extend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to it; and
(h) the Trustee may execute any of the trusts or powers hereunder or perform
any duties hereunder either directly or through agents or attorneys; provided
that the Trustee shall not be liable for the conduct or acts of any such agent
or attorney that shall have been appointed in accordance herewith with due care.
SECTION 9.03. NO RESPONSIBILITY FOR RECITALS, ETC. The recitals contained
herein and in the Notes (except in the certificate of authentication) shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Notes. The Trustee shall not be accountable for the use or application by the
Company of any Notes or the proceeds of any Notes authenticated and delivered by
the Trustee in conformity with this Indenture. The Trustee shall not be
responsible for recording or filing this Indenture, any supplemental indenture,
or any financing or continuation statement in any public office at any time or
times.
SECTION 9.04. TRUSTEE, AUTHENTICATING AGENT, PAYING AGENT OR REGISTRAR MAY
OWN NOTES. The Trustee and any Authenticating Agent or paying agent in its
individual or other capacity, may become the owner or pledgee of Notes with the
same rights it would have if it were not Trustee, Authenticating Agent or paying
agent.
SECTION 9.05. MONEYS TO BE HELD IN TRUST. Subject to Section 5.04 hereof,
all moneys received by the Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received, but
need not be segregated from other funds except to the extent required by law.
The Trustee may allow and credit to the Company interest on any money received
hereunder at such rate, if any, as may be agreed upon by the Company and the
Trustee from time to time as may be permitted by law.
SECTION 9.06. COMPENSATION AND EXPENSES OF TRUSTEE. The Company covenants
and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, reasonable compensation (which shall not be limited by any law in
regard to the compensation of a trustee of an express trust), and the Company
shall pay or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
this Indenture (including the reasonable compensation and the reasonable
expenses and disbursements of its counsel and agents, including any
Authenticating Agents, and of all persons not regularly in its employ) except
any such expense, disbursement or advance as may arise from its negligence or
bad faith. The Company also covenants to indemnify the Trustee for, and to hold
it harmless against, any loss, liability or expense incurred without negligence
or bad faith on the part of the Trustee and arising out of or in connection with
the acceptance or administration of this trust, including the costs and expenses
of defending itself against any claim or liability. The obligations of the
Company under this Section 9.06 to compensate the Trustee and to pay or
reimburse the Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder. Such additional indebtedness shall be secured
by a lien prior to that of the Notes upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of
the Holders of any particular Notes.
SECTION 9.07. OFFICERS' CERTIFICATE AS EVIDENCE. Whenever in the
administration of this Indenture, the Trustee shall deem it necessary or
desirable that a matter be proved or established prior to the taking, suffering
or omitting of any action hereunder, such matter (unless other evidence
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in respect thereof is herein specifically prescribed) may, in the absence of
negligence or bad faith on the part of the Trustee, be deemed to be conclusively
proved and established by an Officers' Certificate delivered to the Trustee, and
such Officers' Certificate, in the absence of negligence or bad faith on the
part of the Trustee, shall be full warrant to the Trustee for any action taken,
suffered or omitted by it under this Indenture in reliance thereon.
SECTION 9.08. CONFLICTING INTEREST OF TRUSTEE. The Trustee shall be
subject to and shall comply with the provisions of Section 310 of the TIA;
provided that, to the extent permitted by law, Boatmen's First National Bank of
Oklahoma shall not be deemed to have a conflicting interest for purposes of
Section 310(b) of the TIA because of its capacity as trustee under the First
Mortgage. Nothing in this Indenture shall be deemed to prohibit the Trustee or
the Company from making any application permitted pursuant to such section.
SECTION 9.09. EXISTENCE AND ELIGIBILITY OF TRUSTEE. There shall at all
times be a Trustee hereunder which Trustee shall at all times be a corporation
organized and doing business under the laws of the United States or any State
thereof or of the District of Columbia (or a corporation or other Person
permitted to act as trustee by the Commission), subject to supervision or
examination by such bodies and authorized under such laws to exercise corporate
trust powers and having a combined capital and surplus of at least $150,000,000.
If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid authority, then for the purposes
of this Section 9.09, the combined capital and surplus shall be deemed to be as
set forth in its most recent report of condition so published. No obligor upon
the Notes or Person directly or indirectly controlling, controlled by, or under
common control with such obligor shall serve as Trustee. If at any time the
Trustee shall cease to be eligible in accordance with this Section 9.09, the
Trustee shall resign immediately in the manner and with the effect specified in
Section 9.10 hereof.
SECTION 9.10. RESIGNATION OR REMOVAL OF TRUSTEE.
(a) Pursuant to the provisions of this Article, the Trustee may at any time
resign and be discharged of the trusts created by this Indenture by giving
written notice to the Company specifying the day upon which such resignation
shall take effect, and such resignation shall take effect immediately upon the
later of the appointment of a successor trustee and such day.
(b) Any Trustee may be removed at any time by an instrument or concurrent
instruments in writing filed with such Trustee and signed and acknowledged by
the Holders of a majority in principal amount of the then outstanding Notes or
by their attorneys in fact duly authorized.
(c) So long as no Event of Default has occurred and is continuing, and no
event has occurred and is continuing that, with the giving of notice or the
lapse of time or both, would become an Event of Default, the Company may remove
any Trustee upon written notice to the Holder of each Note outstanding and the
Trustee.
(d) If at any time (1) the Trustee shall cease to be eligible in accordance
with Section 9.09 hereof and shall fail to resign after written request therefor
by the Company or by any Holder who has been a bona fide Holder for at least six
months, (2) the Trustee shall fail to comply with Section 9.08 hereof after
written request therefor by the Company or any such Holder, or (3) the Trustee
shall become incapable of acting or shall be adjudged a bankrupt or insolvent or
a receiver of the Trustee or its property shall be appointed or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Trustee may be removed forthwith by an instrument or concurrent instruments in
writing filed with the Trustee and either:
(1) signed by the President or any Vice President of the Company and
attested by the Secretary or an Assistant Secretary of the Company; or
(2) signed and acknowledged by the Holders of a majority in principal
amount of outstanding Notes or by their attorneys in fact duly authorized.
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(e) Any resignation or removal of the Trustee shall not become effective
until acceptance of appointment by the successor Trustee as provided in Section
9.11 hereof.
SECTION 9.11. APPOINTMENT OF SUCCESSOR TRUSTEE.
(a) If at any time the Trustee shall resign or be removed, the Company, by a
Board Resolution, shall promptly appoint a successor Trustee.
(b) The Company shall provide written notice of its appointment of a
Successor Trustee to the Holder of each Note outstanding following any such
appointment.
(c) If no appointment of a successor Trustee shall be made pursuant to
Section 9.11(a) hereof within 60 days after appointment shall be required, any
Noteholder or the resigning Trustee may apply to any court of competent
jurisdiction to appoint a successor Trustee. Said court may thereupon after such
notice, if any, as such court may deem proper and prescribe, appoint a successor
Trustee.
(d) Any Trustee appointed under this Section 9.11 as a successor Trustee
shall be a bank or trust company eligible under Section 9.09 hereof and
qualified under Section 9.08 hereof.
SECTION 9.12. ACCEPTANCE BY SUCCESSOR TRUSTEE.
(a) Any successor Trustee appointed as provided in Section 9.11 hereof shall
execute, acknowledge and deliver to the Company and to its predecessor Trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor Trustee shall become effective and
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with like effect as if originally named as Trustee
herein; but nevertheless, on the written request of the Company or of the
successor Trustee, the Trustee ceasing to act shall, upon payment of any amounts
then due it pursuant to Section 9.06 hereof, execute and deliver an instrument
transferring to such successor Trustee all the rights and powers of the Trustee
so ceasing to act, including all right, title, and interest in the Senior Note
First Mortgage Bonds. Upon request of any such successor Trustee, the Company
shall execute any and all instruments in writing in order more fully and
certainly to vest in and confirm to such successor Trustee all such rights and
powers. Any Trustee ceasing to act shall, nevertheless, retain a lien upon all
property or funds held or collected by such Trustee to secure any amounts then
due it pursuant to Section 9.06 hereof.
(b) No successor Trustee shall accept appointment as provided in this
Section 9.12 unless at the time of such acceptance such successor Trustee shall
be qualified under Section 9.08 hereof and eligible under Section 9.09 hereof.
(c) Upon acceptance of appointment by a successor Trustee as provided in
this Section 9.12, the successor Trustee shall mail notice of its succession
hereunder to all Holders of Notes as the names and addresses of such Holders
appear on the registry books.
SECTION 9.13. SUCCESSION BY MERGER, ETC.
(a) Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, provided such corporation shall be otherwise qualified and
eligible under this Article.
(b) If at the time such successor to the Trustee shall succeed to the trusts
created by this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor Trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Trustee may authenticate such Notes either
in the name of any predecessor hereunder or in the name of the successor
Trustee; and in all such cases such certificates shall have
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the full force which it is anywhere in the Notes or in this Indenture provided
that the certificates of the Trustee shall have; provided that the right to
adopt the certificate of authentication of any predecessor Trustee or
authenticate Notes in the name of any predecessor Trustee shall apply only to
its successor or successors by merger, conversion or consolidation.
SECTION 9.14. LIMITATIONS ON RIGHTS OF TRUSTEE AS A CREDITOR.
The Trustee shall be subject to, and shall comply with, the provisions of
Section 311 of the TIA.
SECTION 9.15. AUTHENTICATING AGENT.
(a) There may be one or more Authenticating Agents appointed by the Trustee
with the written consent of the Company, with power to act on its behalf and
subject to the direction of the Trustee in the authentication and delivery of
Notes in connection with transfers and exchanges under Sections 2.06, 2.07,
2.08, 2.13, 3.03, and 13.04 hereof, as fully to all intents and purposes as
though such Authenticating Agents had been expressly authorized by those
Sections to authenticate and deliver Notes. For all purposes of this Indenture,
the authentication and delivery of Notes by any Authenticating Agent pursuant to
this Section 9.15 shall be deemed to be the authentication and delivery of such
Notes "by the Trustee." Any such Authenticating Agent shall be a bank or trust
company or other Person of the character and qualifications set forth in Section
9.09 hereof.
(b) Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate trust business
of any Authenticating Agent, shall be the successor of such Authenticating Agent
hereunder, if such successor corporation is otherwise eligible under this
Section 9.15, without the execution or filing of any paper or any further act on
the part of the parties hereto or such Authenticating Agent or such successor
corporation.
(c) Any Authenticating Agent may at any time resign by giving written notice
of resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of any Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time any
Authenticating Agent shall cease to be eligible under this Section 9.15, the
Trustee may, with the written consent of the Company, appoint a successor
Authenticating Agent, and upon so doing shall give written notice of such
appointment to the Company and shall mail, in the manner provided in Section
15.10, notice of such appointment to the Holders of Notes.
(d) The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services, and the Trustee shall be entitled to
be reimbursed for such payments, in accordance with Section 9.06 hereof.
(e) Sections 9.02, 9.03, 9.06, 9.07 and 9.09 hereof shall be applicable to
any Authenticating Agent.
ARTICLE TEN.
CONCERNING THE NOTEHOLDERS
SECTION 10.01. ACTION BY NOTEHOLDERS. Whenever in this Indenture it is
provided that the Holders of a specified percentage in aggregate principal
amount of the Notes may take any action, the fact that at the time of taking any
such action the Holders of such specified percentage have joined therein may be
evidenced (a) by any instrument or any number of instruments of similar tenor
executed by such Noteholders in person or by agent or proxy appointed in
writing, (b) by the record of such Noteholders voting in favor thereof at any
meeting of Noteholders duly called and held in accordance with Article Eleven
hereof, or (c) by a combination of such instrument or instruments and any such
record of such a meeting of Noteholders.
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SECTION 10.02. PROOF OF EXECUTION BY NOTEHOLDERS.
(a) Subject to Sections 9.01, 9.02 and 11.05 hereof, proof of the execution
of any instruments by a Noteholder or the agent or proxy for such Noteholder
shall be sufficient if made in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee. The ownership of Notes shall be proved by the
register for the Notes maintained by the Trustee.
(b) The record of any Noteholders' meeting shall be proven in the manner
provided in Section 11.06 hereof.
SECTION 10.03. WHO DEEMED ABSOLUTE OWNERS. Subject to Sections 2.04(f) and
10.01 hereof, the Company, the Trustee, any paying agent and any Authenticating
Agent shall deem the person in whose name any Note shall be registered upon the
register for the Notes to be, and shall treat such person as, the absolute owner
of such Note (whether or not such Note shall be overdue) for the purpose of
receiving payment of or on account of the principal and premium, if any, and
interest on such Note, and for all other purposes; and neither the Company nor
the Trustee nor any paying agent nor any Authenticating Agent shall be affected
by any notice to the contrary. All such payments shall be valid and effectual to
satisfy and discharge the liability upon any such Note to the extent of the sum
or sums so paid.
SECTION 10.04. COMPANY-OWNED NOTES DISREGARDED. In determining whether the
Holders of the requisite aggregate principal amount of outstanding Notes have
concurred in any direction, consent or waiver under this Indenture, Notes which
are owned by the Company or any other obligor on the Notes or by any person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or any other obligor on the Notes shall be
disregarded and deemed not to be outstanding for the purpose of any such
determination; provided that, for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver,
only Notes which the Trustee knows are so owned shall be so disregarded. Notes
so owned which have been pledged in good faith to third parties may be regarded
as outstanding for the purposes of this Section 10.04 if the pledgee shall
establish to the satisfaction of the Trustee the pledgee's right to take action
with respect to such Notes and that the pledgee is not a person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any such other obligor. In the case of a dispute as
to such right, any decision by the Trustee taken upon the advice of counsel
shall be full protection to the Trustee.
SECTION 10.05. REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND. Except as may
be otherwise required in the case of a Global Note by the applicable rules and
regulations of the Depositary, at any time prior to the taking of any action by
the Holders of the percentage in aggregate principal amount of the Notes
specified in this Indenture in connection with such action, any Holder of a
Note, which has been included in the Notes the Holders of which have consented
to such action may, by filing written notice with the Trustee at the corporate
trust office of the Trustee and upon proof of ownership as provided in Section
10.02(a) hereof, revoke such action so far as it concerns such Note. Except as
aforesaid, any such action taken by the Holder of any Note shall be conclusive
and binding upon such Holder and upon all future Holders and owners of such Note
and of any Notes issued in exchange, substitution or upon registration of
transfer therefor, irrespective of whether or not any notation thereof is made
upon such Note or such other Notes.
SECTION 10.06. RECORD DATE FOR NOTEHOLDER ACTS. If the Company shall
solicit from the Noteholders any request, demand, authorization, direction,
notice, consent, waiver or other act, the Company may, at its option, by Board
Resolution, fix in advance a record date for the determination of Noteholders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other act, but the Company shall have no obligation to do so.
If such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other act may be given before or after the record
date, but only the Noteholders of record at the close of business on the record
date shall be deemed to be Noteholders for the purpose of determining whether
Holders of the requisite
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aggregate principal amount of outstanding Notes have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other act, and for that purpose the outstanding Notes shall be
computed as of the record date; provided that no such request, demand,
authorization, direction, notice, consent, waiver or other act by the
Noteholders on the record date shall be deemed effective unless it shall become
effective pursuant to this Indenture not later than six months after the record
date. Any such record date shall be at least 30 days prior to the date of the
solicitation to the Noteholders by the Company.
ARTICLE ELEVEN.
NOTEHOLDERS' MEETING
SECTION 11.01. PURPOSES OF MEETINGS. A meeting of Noteholders may be
called at any time and from time to time pursuant to this Article Eleven for any
of the following purposes:
(a) to give any notice to the Company or to the Trustee, or to give any
directions to the Trustee, or to consent to the waiving of any Event of Default
hereunder and its consequences, or to take any other action authorized to be
taken by Noteholders pursuant to Article Eight;
(b) to remove the Trustee pursuant to Article Nine;
(c) to consent to the execution of an indenture or indentures supplemental
hereto pursuant to Section 13.02 hereof; or
(d) to take any other action authorized to be taken by or on behalf of the
Holders of any specified aggregate principal amount of the Notes, as the case
may be, under any other provision of this Indenture or under applicable law.
SECTION 11.02. CALL OF MEETINGS BY TRUSTEE. The Trustee may at any time
call a meeting of Holders of Notes to take any action specified in Section 11.01
hereof, to be held at such time and at such place as the Trustee shall
determine. Notice of every such meeting of Noteholders, setting forth the time
and the place of such meeting and in general terms the action proposed to be
taken at such meeting, shall be given to Holders of the Notes that may be
affected by the action proposed to be taken at such meeting in the manner
provided in Section 15.10 hereof. Such notice shall be given not less than 20
nor more than 90 days prior to the date fixed for such meeting.
SECTION 11.03. CALL OF MEETINGS BY COMPANY OR NOTEHOLDERS. If at any time
the Company, pursuant to a Board Resolution, or the Holders of at least 10% in
aggregate principal amount of the Notes then outstanding, shall have requested
the Trustee to call a meeting of Noteholders, by written request setting forth
in reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed the notice of such meeting within 20 days after
receipt of such request, then the Company or such Noteholders may determine the
time and the place for such meeting and may call such meeting to take any action
authorized in Section 11.01 hereof, by giving notice thereof as provided in
Section 11.02 hereof.
SECTION 11.04. QUALIFICATIONS FOR VOTING. To be entitled to vote at any
meetings of Noteholders a Person shall (a) be a Holder of one or more Notes
affected by the action proposed to be taken or (b) be a Person appointed by an
instrument in writing as proxy by a Holder of one or more such Notes. The only
Persons who shall be entitled to be present or to speak at any meeting of
Noteholders shall be the Persons entitled to vote at such meeting and their
counsel and any representatives (including employees) of the Trustee and its
counsel and any representatives (including employees) of the Company and its
counsel.
SECTION 11.05. REGULATIONS.
(a) Notwithstanding any other provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Noteholders in regard to proof of the
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holding of Notes and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall think fit.
(b) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by the Noteholders as provided in Section 11.03 hereof, in which case
the Company or Noteholders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by the Holders of a majority in
aggregate principal amount of the Notes present in person or by proxy at the
meeting.
(c) Subject to Section 10.04 hereof, at any meeting each Noteholder or proxy
shall be entitled to one vote for each $1,000 principal amount of Notes held or
represented by such Noteholder; provided that no vote shall be cast or counted
at any meeting in respect of any Note ruled by the chairman of the meeting to be
not outstanding. The chairman of the meeting shall have no right to vote other
than by virtue of Notes held by such chairman or instruments in writing as
aforesaid duly designating such chairman as the person to vote on behalf of
other Noteholders. At any meeting of Noteholders duly called pursuant to Section
11.02 or 11.03 hereof, the presence of persons holding or representing Notes in
an aggregate principal amount sufficient to take action on any business for the
transaction for which such meeting was called shall constitute a quorum. Any
meeting of Noteholders duly called pursuant to Section 11.02 or 11.03 hereof may
be adjourned from time to time by the Holders of a majority in aggregate
principal amount of the Notes present in person or by proxy at the meeting,
whether or not constituting a quorum, and the meeting may be held as so
adjourned without further notice.
SECTION 11.06. VOTING. The vote upon any resolution submitted to any
meeting of Noteholders shall be by written ballots on which shall be subscribed
the signatures of the Holders of Notes or of their representatives by proxy and
the principal amount of Notes held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record in duplicate of the
proceedings of such meeting of Noteholders shall be prepared by the secretary of
the meeting and there shall be attached to said record the original reports of
the inspectors of votes on any vote by ballot taken thereat and affidavits by
one or more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was given as provided in
Section 11.02 hereof. The record shall show the aggregate principal amount of
the Notes voting in favor of or against any resolution. The record shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee and the Trustee shall have
the ballots taken at the meeting attached to such duplicate. Any record so
signed and verified shall be conclusive evidence of the matters therein stated.
SECTION 11.07. RIGHTS OF TRUSTEE OR NOTEHOLDERS NOT DELAYED. Nothing in
this Article Eleven shall be deemed or construed to authorize or permit, by
reason of any call of a meeting of Noteholders or any rights expressly or
impliedly conferred hereunder to make such call, any hindrance or delay in the
exercise of any right or rights conferred upon or reserved to the Trustee or to
the Holders of Notes under any of the provisions of this Indenture or of the
Notes.
ARTICLE TWELVE.
CONSOLIDATION, MERGER, SALE, TRANSFER OR OTHER DISPOSITION
SECTION 12.01. COMPANY MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS. The
Company shall not consolidate with or merge into any other corporation or sell,
or otherwise dispose all or substantially all of its assets unless the
corporation formed by such consolidation or into which the
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Company is merged or the Person which receives all or substantially all of the
assets pursuant to such sale, transfer or other disposition (a) shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, the due and punctual payment of
the principal of and premium and interest on all of the Notes and the
performance of every covenant of this Indenture on the part of the Company to be
performed or observed and (b) if such consolidation, merger, sale, transfer or
other disposition occurs prior to the Release Date, shall expressly assume, by
an indenture supplemental to the First Mortgage, executed and delivered to the
Trustee and the Mortgage Trustee, in form satisfactory to the Trustee and the
Mortgage Trustee, the due and punctual payment of the principal of and premium
and interest on all of the Senior Note First Mortgage Bonds and the performance
of every covenant of the First Mortgage on the part of the Company to be
performed or observed. For purposes of this Article Twelve, the phrase "ALL OR
SUBSTANTIALLY ALL OF ITS ASSETS" shall mean 50% or more of the total assets of
the Company as shown on the balance sheet of the Company as of the end of the
calendar year immediately preceding the day of the year in which such
determination is made and nothing in this Indenture shall prevent or hinder the
Company from selling, transferring or otherwise disposing during any calendar
year (in one transaction or a series of transactions) less than 50% of the
amount of its total assets as shown on the balance sheet of the Company as of
the end of the immediately preceding calendar year.
SECTION 12.02. SUCCESSOR CORPORATION SUBSTITUTED. Upon any consolidation
or merger, or any sale, transfer or other disposition of all or substantially
all of the assets of the Company in accordance with Section 12.01 hereof, the
successor corporation formed by such consolidation or into which the Company is
merged or to which such sale, transfer or other disposition is made shall
succeed to, and be substituted for and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
corporation had been named as the Company herein and the Company shall be
released from all obligations hereunder.
ARTICLE THIRTEEN.
SUPPLEMENTAL INDENTURES
SECTION 13.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS.
(a) The Company, when authorized by Board Resolution, and the Trustee may
from time to time and at any time enter into an indenture or indentures
supplemental hereto for one or more of the following purposes:
(1) to make such provision in regard to matters or questions arising
under this Indenture as may be necessary or desirable, and not inconsistent
with this Indenture or prejudicial to the interests of the Holders, for the
purpose of supplying any omission, curing any ambiguity, or curing,
correcting or supplementing any defective or inconsistent provision;
(2) to change or eliminate any of the provisions of this Indenture,
provided that any such change or elimination shall become effective only
when there is no Note outstanding created prior to the execution of such
supplemental indenture which is entitled to the benefit of such provision or
such change or elimination is applicable only to Notes issued after the
effective date of such change or elimination;
(3) to establish the form of Notes as permitted by Section 2.01 hereof
or to establish or reflect any terms of any Note determined pursuant to
Section 2.05 hereof;
(4) to evidence the succession of another corporation to the Company,
and the assumption by any such successor of the covenants of the Company
herein and in the Notes;
(5) to grant to or confer upon the Trustee for the benefit of the
Holders any additional rights, remedies, powers or authority;
(6) to permit the Trustee to comply with any duties imposed upon it by
law;
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(7) to specify further the duties and responsibilities of, and to define
further the relationships among the Trustee, any Authenticating Agent and
any paying agent;
(8) to add to the covenants of the Company for the benefit of the
Holders, to add to the security for the Notes or to surrender a right or
power conferred on the Company herein; and
(9) to make any other change that is not prejudicial to the Trustee or
the Holders.
(b) The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer and assignment of any property thereunder, but the Trustee
shall not be obligated to enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.
(c) Any supplemental indenture authorized by this Section 13.01 may be
executed by the Company and the Trustee without the consent of the Holders of
any of the Notes at the time outstanding, notwithstanding any of the provisions
of Section 13.02 hereof.
SECTION 13.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS.
(a) With the consent (evidenced as provided in Section 10.01 hereof) of the
Holders of a majority in aggregate principal amount of the Notes at the time
outstanding, the Company, when authorized by Board Resolution, and the Trustee
may from time to time and at any time enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the
Noteholders; provided that no such supplemental indenture shall:
(1) change the maturity date of any Note, or reduce the rate or extend
the time of payment of interest thereon, or reduce the principal amount
thereof or any premium thereon, or change the coin or currency in which the
principal of any Note or any premium or interest thereon is payable, or
change the date on which any Note may be redeemed or adversely affect the
rights of the Noteholders to institute suit for the enforcement of any
payment of principal of or any premium or interest on any Note, or impair
the interest hereunder of the Trustee in the Senior Note First Mortgage
Bonds, or prior to the Release Date, reduce the principal amount of any
series of Senior Note First Mortgage Bonds to an amount less than the
principal amount of the related series of Notes or alter the payment
provisions of such Senior Note First Mortgage Bonds in a manner adverse to
the Holders of the Notes, in each case without the consent of the Holder of
each Note so affected; or
(2) modify this Section 13.02(a) or reduce the aforesaid percentage of
Notes, the Holders of which are required to consent to any such supplemental
indenture or to reduce the percentage of Notes, the Holders of which are
required to waive Events of Default, in each case, without the consent of
the Holders of all of the Notes then outstanding.
(b) Upon the request of the Company, accompanied by a copy of the Board
Resolution authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of Noteholders as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.
(c) It shall not be necessary for the consent of the Holders of Notes under
this Section 13.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.
(d) Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to this Section 13.02, the Trustee shall give
notice in the manner provided in Section 15.10
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hereof, setting forth in general terms the substance of such supplemental
indenture, to all Noteholders. Any failure of the Trustee to give such notice or
any defect therein shall not, however, in any way impair or affect the validity
of any such supplemental indenture.
SECTION 13.03. COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL
INDENTURES. Any supplemental indenture executed pursuant to this Article
Thirteen shall comply with the TIA. Upon the execution of any supplemental
indenture pursuant to this Article Thirteen, the Indenture shall be and be
deemed to be modified and amended in accordance therewith and the respective
rights, limitations of rights, obligations, duties and immunities under this
Indenture of the Trustee, the Company and the Noteholders shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.
SECTION 13.04. NOTATION ON NOTES. Notes authenticated and delivered after
the execution of any supplemental indenture pursuant to this Article Thirteen
may bear a notation in form approved by the Trustee as to any matter provided
for in such supplemental indenture. If the Company shall so determine, new Notes
so modified as approved by the Trustee and the Board of Directors with respect
to any modification of this Indenture contained in any such supplemental
indenture may be prepared and executed by the Company, authenticated by the
Trustee and delivered in exchange for the Notes then outstanding.
SECTION 13.05. EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE TO BE
FURNISHED TRUSTEE. The Trustee, subject to Sections 9.01 and 9.02 hereof, may
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant hereto complies with
the requirements of this Article Thirteen.
ARTICLE FOURTEEN.
IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
SECTION 14.01. INDENTURE AND NOTES SOLELY CORPORATE OBLIGATIONS. No
recourse for the payment of the principal of or any premium or interest on any
Note or any Senior Note First Mortgage Bond, or for any claim based thereon or
otherwise in respect thereof, and no recourse under or upon any obligation,
covenant or agreement of the Company, contained in this Indenture, the First
Mortgage or in any supplemental indenture, or in any Note or in any Senior Note
First Mortgage Bond, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issuance of the Notes.
ARTICLE FIFTEEN.
MISCELLANEOUS PROVISIONS
SECTION 15.01. PROVISIONS BINDING ON COMPANY'S SUCCESSORS. All the
covenants, stipulations, promises and agreements made by the Company in this
Indenture shall bind its successors and assigns whether so expressed or not.
SECTION 15.02. OFFICIAL ACTS BY SUCCESSOR CORPORATION. Any act or
proceeding by any provision of this Indenture authorized or required to be done
or performed by any board, committee or
41
<PAGE>
officer of the Company shall and may be done and performed with like force and
effect by the like board, committee or officer of any corporation that shall at
the time be the lawful successor of the Company.
SECTION 15.03. NOTICES.
(a) Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the Noteholders
on the Company may be given or served by being deposited postage prepaid in a
post office letter box addressed (until another address is filed by the Company
with the Trustee) at the principal executive offices of the Company, to the
attention of the Secretary. Any notice, direction, request or demand by any
Noteholder, the Company or the Mortgage Trustee to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given or
made in writing at the corporate trust office of the Trustee, Attention: Vice
President, Corporate Trust Department.
(b) The Company shall provide any notices required under this Indenture by
publication, but only to the extent that such publication is required by the
TIA, the rules and regulations of the Commission or any securities exchange upon
which any series of Notes is listed.
SECTION 15.04. GOVERNING LAW. This Indenture and each Note shall be deemed
to be a contract made under the laws of the State of Oklahoma, and for all
purposes shall be construed in accordance with the laws of said State.
SECTION 15.05. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.
(a) Upon any application or demand by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture (including any covenants compliance with which constitutes
a condition precedent) relating to the proposed action have been complied with
and an Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.
(b) Each certificate or opinion provided for in this Indenture and delivered
to the Trustee with respect to compliance with a condition or covenant provided
for in this Indenture (other than the certificates delivered pursuant to Section
6.06 hereof) shall include (1) a statement that each Person making such
certificate or opinion has read such covenant or condition and the definitions
relating thereto; (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; (3) a statement that, in the opinion of
each such Person, such Person has made such examination or investigation as is
necessary to enable such Person to express an informed opinion as to whether or
not such covenant or condition has been complied with; and (4) a statement as to
whether or not, in the opinion of each such Person, such condition or covenant
has been complied with.
(c) In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.
(d) Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which such certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel delivered under the
Indenture may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company stating that the information with respect to such factual matters is in
the possession of the
42
<PAGE>
Company, unless such person knows, or in the exercise of reasonable care should
know, that the certificate or opinion of representations with respect to such
matters are erroneous. Any opinion of counsel delivered hereunder may contain
standard exceptions and qualifications satisfactory to the Trustee.
(e) Any certificate, statement or opinion of any officer of the Company, or
of counsel, may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an independent public accountant
or firm of accountants, unless such officer or counsel, as the case may be,
knows that the certificate or opinions or representations with respect to the
accounting matters upon which the certificate, statement or opinion of such
officer or counsel may be based as aforesaid are erroneous, or in the exercise
of reasonable care should know that the same are erroneous. Any certificate or
opinion of any firm of independent public accountants filed with the Trustee
shall contain a statement that such firm is independent.
(f) Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.
SECTION 15.06. BUSINESS DAYS. Unless otherwise provided pursuant to
Section 2.05(c) hereof, in any case where the date of maturity of the principal
of or any premium or interest on any Note or the date fixed for redemption of
any Note is not a Business Day, then payment of such principal or any premium or
interest need not be made on such date but may be made on the next succeeding
Business Day with the same force and affect as if made on the date of maturity
or the date fixed for redemption, and, in the case of timely payment thereof, no
interest shall accrue for the period from and after such Interest Payment Date
or the date on which the principal of the Note is required to be paid.
SECTION 15.07. TRUST INDENTURE ACT TO CONTROL. If and to the extent that
any provision of this Indenture limits, qualifies or conflicts with the duties
imposed by any of Sections 310 to 317, inclusive, of the TIA, such required
provision of the TIA shall govern.
SECTION 15.08. TABLE OF CONTENTS, HEADINGS, ETC. The table of contents and
the titles and headings of the articles and sections of this Indenture have been
inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.
SECTION 15.09. EXECUTION IN COUNTERPARTS. This Indenture may be executed
in any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.
SECTION 15.10. MANNER OF MAILING NOTICE TO NOTEHOLDERS. Any notice or
demand which by any provision of this Indenture is required or permitted to be
given or served by the Trustee or the Company to or on the Holders of Notes, as
the case may be, shall be given or served by first-class mail, postage prepaid,
addressed to the Holders of such Notes at their last addresses as the same
appear on the register for the Notes referred to in Section 2.06, and any such
notice shall be deemed to be given or served by being deposited in a post office
letter box in the form and manner provided in this Section 15.10. In case by
reason of the suspension of regular mail service or by reason of any other cause
it shall be impracticable to give notice to any Holder by mail, then such
notification to such Holder as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder.
SECTION 15.11. APPROVAL BY TRUSTEE OF EXPERT OR COUNSEL. Wherever the
Trustee is required to approve an Expert or counsel who is to furnish evidence
of compliance with conditions precedent in this Indenture, such approval by the
Trustee shall be deemed to have been given upon the taking of any action by the
Trustee pursuant to and in accordance with the certificate or opinion so
furnished by such Expert or counsel.
43
<PAGE>
IN WITNESS WHEREOF, OKLAHOMA GAS AND ELECTRIC COMPANY has caused this
Indenture to be signed and acknowledged by one of its Vice Presidents, and
attested by its Secretary, and Boatmen's First National Bank of Oklahoma has
caused this Indenture to be signed and acknowledged by one of its Vice
Presidents, and attested by one of its Vice Presidents, as of the day and year
first written above.
OKLAHOMA GAS AND ELECTRIC COMPANY
By /s/ A. M. Strecker
ATTEST: A. M. STRECKER, SENIOR VICE PRESIDENT
/S/ IRMA B. ELLIOTT
IRMA B. ELLIOTT, SECRETARY
BOATMEN'S FIRST NATIONAL BANK OF
OKLAHOMA, AS TRUSTEE
By /s/ Sue Shipman
SUE SHIPMAN, VICE PRESIDENT
ATTEST:
/s/ Philip A. Lewis
PHILIP A. LEWIS, VICE PRESIDENT
44
<PAGE>
EXHIBIT A
FORM OF GLOBAL NOTE
PRIOR TO RELEASE DATE
REGISTERED REGISTERED
THIS NOTE IS A GLOBAL NOTE REGISTERED IN THE NAME OF THE DEPOSITARY
(REFERRED TO HEREIN) OR A NOMINEE THEREOF AND, UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR THE INDIVIDUAL NOTES REPRESENTED HEREBY, THIS GLOBAL
NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK), TO THE TRUSTEE FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
OKLAHOMA GAS AND ELECTRIC COMPANY
SENIOR NOTE, SERIES
CUSIP: NUMBER:
ORIGINAL ISSUE DATE(S): PRINCIPAL AMOUNT(S):
INTEREST RATE: MATURITY DATE:
OKLAHOMA GAS AND ELECTRIC COMPANY, a corporation of the State of Oklahoma
(the "COMPANY"), for value received hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of
DOLLARS
on the Maturity Date set forth above, and to pay interest thereon from the
Original Issue Date (or if this Global Note has two or more Original Issue
Dates, interest shall, beginning on each such Original Issue Date, begin to
accrue for that part of the principal amount to which that Original Issue Date
is applicable) set forth above or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semiannually in arrears on
the and in each year, commencing on the first such Interest
Payment Date succeeding the applicable Original Issue Date set forth above, at
the per annum Interest Rate set forth above, until the principal hereof is paid
or made available for payment. No interest shall accrue on the Maturity Date, so
long as the principal amount
A-1
<PAGE>
of this Global Note is paid on the Maturity Date. The interest so payable and
punctually paid or duly provided for on any such Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Note is
registered at the close of business on the Regular Record Date for such
interest, which shall be the or , as the case may be, next
preceding such Interest Payment Date; provided that the first Interest Payment
Date for any part of this Note, the Original Issue Date of which is after a
Regular Record Date but prior to the applicable Interest Payment Date, shall be
the Interest Payment Date following the next succeeding Regular Record Date; and
provided that interest payable on the Maturity Date set forth above or, if
applicable, upon redemption or acceleration, shall be payable to the Person to
whom principal shall be payable. Except as otherwise provided in the Indenture
(as defined below), any such interest not so punctually paid or duly provided
for shall forthwith cease to be payable to the Holder on such Regular Record
Date and shall be paid to the Person in whose name this Note is registered at
the close of business on a Special Record Date for the payment of such defaulted
interest to be fixed by the Trustee, notice whereof shall be given to
Noteholders not more than fifteen days or fewer than ten days prior to such
Special Record Date. On or before 10:00 a.m., New York City time, or such other
time as shall be agreed upon between the Trustee and the Depositary, of the day
on which such payment of interest is due on this Global Note (other than
maturity), the Trustee shall pay to the Depositary such interest in same day
funds. On or before 10:00 a.m., New York City time, or such other time as shall
be agreed upon between the Trustee and the Depositary, of the day on which
principal, interest payable at maturity and premium, if any, is due on this
Global Note, the Trustee shall deposit with the Depositary the amount equal to
the principal, interest payable at maturity and premium, if any, by wire
transfer into the account specified by the Depositary. As a condition to the
payment, on the Maturity Date or upon redemption or acceleration, of any part of
the principal and applicable premium of this Global Note, the Depositary shall
surrender, or cause to be surrendered, this Global Note to the Trustee,
whereupon a new Global Note shall be issued to the Depositary.
This Global Note is a global security in respect of a duly authorized issue
of Senior Notes, Series (the "NOTES OF THIS SERIES", which term includes any
Global Notes representing such Notes) of the Company issued and to be issued
under an Indenture dated as of October 1, 1995 between the Company and Boatmen's
First National Bank of Oklahoma, as trustee (the "TRUSTEE", which term includes
any successor Trustee under the Indenture) and indentures supplemental thereto
(collectively, the "INDENTURE"). Under the Indenture, one or more series of
notes may be issued and, as used herein, the term "Notes" refers to the Notes of
this Series and any other outstanding series of Notes. Reference is hereby made
for a more complete statement of the respective rights, limitations of rights,
duties and immunities under the Indenture of the Company, the Trustee and the
Noteholders and of the terms upon which the Notes are and are to be
authenticated and delivered. This Global Note has been issued in respect of the
series designated on the first page hereof, limited in aggregate principal
amount to $ .
Prior to the Release Date (as hereinafter defined), the Notes will be
secured by first mortgage bonds (the "SENIOR NOTE FIRST MORTGAGE BONDS")
delivered by the Company to the Trustee for the benefit of the Holders of the
Notes, issued under the Trust Indenture, dated as of February 1, 1945, from the
Company to Boatmen's First National Bank of Oklahoma, as successor trustee to
The First National Bank and Trust Company of Oklahoma City (the "MORTGAGE
TRUSTEE"), as supplemented and modified (collectively, the "FIRST MORTGAGE").
Reference is made to the First Mortgage and the Indenture for a description of
the rights of the Trustee as holder of the Senior Note First Mortgage Bonds, the
property mortgaged and pledged, under the First Mortgage and the rights of the
Company and of the Mortgage Trustee in respect thereof, the duties and
immunities of the Mortgage Trustee and the terms and conditions upon which the
Senior Note First Mortgage Bonds are secured and the circumstances under which
additional first mortgage bonds may be issued.
FROM AND AFTER SUCH TIME AS ALL FIRST MORTGAGE BONDS (OTHER THAN SENIOR NOTE
FIRST MORTGAGE BONDS) ISSUED UNDER THE FIRST MORTGAGE HAVE BEEN RETIRED THROUGH
PAYMENT, REDEMPTION OR OTHERWISE (INCLUDING THOSE FIRST MORTGAGE BONDS "DEEMED
TO BE PAID"
A-2
<PAGE>
WITHIN THE MEANING OF THAT TERM AS USED IN ARTICLE X OF THE FIRST MORTGAGE) AT,
BEFORE OR AFTER THE MATURITY THEREOF (THE "RELEASE DATE"), THE SENIOR NOTE FIRST
MORTGAGE BONDS SHALL CEASE TO SECURE THE NOTES IN ANY MANNER. IN CERTAIN
CIRCUMSTANCES PRIOR TO THE RELEASE DATE AS PROVIDED IN THE INDENTURE, THE
COMPANY IS PERMITTED TO REDUCE THE AGGREGATE PRINCIPAL AMOUNT OF A SERIES OF
SENIOR NOTE FIRST MORTGAGE BONDS HELD BY THE TRUSTEE, BUT IN NO EVENT PRIOR TO
THE RELEASE DATE TO AMOUNT LESS THAN THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT
OF THE SERIES OF NOTES INITIALLY ISSUED CONTEMPORANEOUSLY WITH SUCH SENIOR NOTE
FIRST MORTGAGE BONDS.
Each Note of this Series shall be dated and issued as of the date of its
authentication by the Trustee and shall bear an Original Issue Date or Dates.
Each Note or Global Note issued upon transfer, exchange or substitution of such
Note or Global Note shall bear the Original Issue Date or Dates of such
transferred, exchanged or substituted Note or Global Note, as the case may be.
[As applicable, one of the following two sentences: This Global Note may not
be redeemed prior to , 19 . This Global Note is not redeemable prior
to the Maturity Date set forth on the first page hereof.] [If applicable: On or
after , , this Global Note is redeemable in whole or in part in
increments of $1,000 (provided that any remaining principal amount of this
Global Note shall be at least $100,000) at the option of the Company at the
following redemption prices (expressed as a percentage of the principal amount
to be redeemed) plus accrued interest to the redemption date:
<TABLE>
<S> <C>
Redemption Periods Redemption Prices
------------------ -----------------
</TABLE>
Notice of redemption will be given by mail to Holders of Notes of this Series
not less than 30 or more than 60 days prior to the date fixed for redemption,
all as provided in the Indenture. In the event of redemption of this Global Note
in part only, a new Global Note or Notes of like tenor and series for the
unredeemed portion hereof will be issued in the name of the Noteholder hereof
upon the surrender hereof.]
Interest payments for this Global Note shall be computed and paid on the
basis of a 360-day year of twelve 30-day months. If any Interest Payment Date or
date on which the principal of this Global Note is required to be paid is not a
Business Day, then payment of principal, premium or interest need not be made on
such date but may be made on the next succeeding Business Day with the same
force and effect as if made on such Interest Payment Date or date on which the
principal of this Global Note is required to be paid and, in the case of timely
payment thereof, no interest shall accrue for the period from and after such
Interest Payment Date or the date on which the principal of this Global Note is
required to be paid.
The Company, at its option, and subject to the terms and conditions provided
in the Indenture, will be discharged from any and all obligations in respect of
the Notes (except for certain obligations including obligations to register the
transfer or exchange of Notes, replace stolen, lost or mutilated Notes, maintain
paying agencies and hold monies for payment in trust, all as set forth in the
Indenture) if the Company deposits with the Trustee money, U.S. Government
Obligations which through the payment of interest thereon and principal thereof
in accordance with their terms will provide money, or a combination of money and
U.S. Government Obligations, in any event in an amount sufficient, without
reinvestment, to pay all the principal of and any premium and interest on the
Notes on the dates such payments are due in accordance with the terms of the
Notes.
If an Event of Default shall occur and be continuing, the principal of the
Notes may be declared due and payable in the manner and with the effect provided
in the Indenture and, upon such declaration, the Trustee can demand the
redemption of the Senior Note First Mortgage Bonds as provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modifications of the rights and obligations of the
Company and the rights of the Noteholders
A-3
<PAGE>
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in principal amount of the
outstanding Notes. Any such consent or waiver by the Holder of this Global Note
shall be conclusive and binding upon such Holder and upon all future Holders of
this Global Note and of any Note issued upon the registration of transfer hereof
or in exchange therefor or in lieu thereof whether or not notation of such
consent or waiver is made upon the Note.
As set forth in and subject to the provisions of the Indenture, no Holder of
any Notes will have any right to institute any proceeding with respect to the
Indenture or for any remedy thereunder unless such Holder shall have previously
given to the Trustee written notice of a continuing Event of Default with
respect to such Notes, the Holders of not less than a majority in principal
amount of the outstanding Notes affected by such Event of Default shall have
made written request and offered reasonable indemnity to the Trustee to
institute such proceeding as Trustee and the Trustee shall have failed to
institute such proceeding within 60 days; provided that such limitations do not
apply to a suit instituted by the Holder hereof for the enforcement of payment
of the principal of and any premium or interest on this Note on or after the
respective due dates expressed here.
No reference herein to the Indenture and to provisions of this Global Note
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and
interest on this Global Note at the times, places and rates and the coin or
currency prescribed in the Indenture.
As provided in the Indenture and subject to certain limitations therein set
forth, this Global Note may be transferred only as permitted by the legend
hereto.
If at any time the Depositary for this Global Note notifies the Company that
it is unwilling or unable to continue as Depositary for this Global Note or if
at any time the Depositary for this Global Note shall no longer be eligible or
in good standing under the Securities Exchange Act of 1934, as amended, or other
applicable statute or regulation, the Company shall appoint a successor
Depositary with respect to this Global Note. If a successor Depositary for this
Global Note is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company's
election to issue this Note in global form shall no longer be effective with
respect to this Global Note and the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of individual
Notes of this Series in exchange for this Global Note, will authenticate and
deliver individual Notes of this Series of like tenor and terms in definitive
form in an aggregate principal amount equal to the principal amount of this
Global Note.
The Company may at any time and in its sole discretion determine that all
Notes of this Series (but not less than all) issued or issuable in the form of
one or more Global Notes shall no longer be represented by such Global Note or
Notes. In such event, the Company shall execute, and the Trustee, upon receipt
of a Company Order for the authentication and delivery of individual Notes of
this Series in exchange for such Global Note, shall authenticate and deliver,
individual Notes of this Series of like tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of such Global Note or
Notes in exchange for such Global Note or Notes.
Under certain circumstances specified in the Indenture, the Depositary may
be required to surrender any two or more Global Notes which have identical terms
(but which may have differing Original Issue Dates) to the Trustee, and the
Company shall execute and the Trustee shall authenticate and deliver to, or at
the direction of, the Depositary a Global Note in principal or amount equal to
the aggregate principal amount of, and with all terms identical to, the Global
Notes surrendered thereto and that shall indicate all Original Issue Dates and
the principal amount applicable to each such Original Issue Date.
The Indenture and the Notes shall be governed by, and construed in
accordance with, the laws of the State of Oklahoma.
A-4
<PAGE>
Unless the certificate of authentication hereon has been executed by the
Trustee, directly or through an Authenticating Agent by manual signature of an
authorized officer, this Global Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
All terms used in this Global Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture unless otherwise indicated
herein.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
OKLAHOMA GAS AND ELECTRIC COMPANY
Dated: By:
--------------------------------------
Title:
------------------------------------
Attest:
------------------------------------
Title:
------------------------------------
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This Note is one of the Notes of the
series herein designated, described or
provided for in the within-mentioned
Indenture.
BOATMEN'S FIRST NATIONAL BANK
OF OKLAHOMA, AS TRUSTEE
By:
- ---------------------------------------
AUTHORIZED OFFICER
A-5
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT
MIN ACT -- Custodian
-------- ----------------
(Cust) (Minor)
TEN ENT -- as tenants by the
entireties Under Uniform Gifts to Minors
JT TEN -- as joint tenants with right
of survivorship and not as tenants in
common
--------------------------------------
State
Additional abbreviations may also be used
though not in the above list.
--------------
FOR VALUE RECEIVED the undersigned hereby sell(s),
assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please print or typewrite name and address
including postal zip code of assignee
- --------------------------------------
the within note and all rights
thereunder, hereby irrevocably
constituting and appointing
attorney to
transfer said note on the books of the
Company, with full power of
substitution in the premises.
Dated:
- ------------------------
--------------------------------------
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of the
within instrument in every particular,
without alteration or enlargement or
any change whatever.
A-6
<PAGE>
EXHIBIT B
FORM OF NOTE
PRIOR TO RELEASE DATE
REGISTERED REGISTERED
OKLAHOMA GAS AND ELECTRIC COMPANY
SENIOR NOTE, SERIES
CUSIP: PRINCIPAL AMOUNT:
ORIGINAL ISSUE DATE: MATURITY DATE:
INTEREST RATE: NUMBER:
OKLAHOMA GAS AND ELECTRIC COMPANY, a corporation of the State of Oklahoma
(the "COMPANY"), for value received hereby promises to pay to
or registered assigns, the principal sum of
DOLLARS
on the Maturity Date set forth above, and to pay interest thereon from the
Original Issue Date set forth above or from the most recent date to which
interest has been paid or duly provided for, semiannually in arrears on
and in each year, commencing on the first such Interest Payment Date
succeeding the Original Issue Date set forth above, at the per annum Interest
Rate set forth above, until the principal hereof is paid or made available for
payment. No interest shall accrue on the Maturity Date, so long as the principal
amount of this Note is paid in full on the Maturity Date. The interest so
payable and punctually paid or duly provided for on any such Interest Payment
Date will, as provided in the Indenture (as defined below), be paid to the
Person in whose name this Note is registered at the close of business on the
Regular Record Date for such interest, which shall be the or ,
as the case may be, next preceding such Interest Payment Date; provided that the
first Interest Payment Date for any Note of this Series, the Original Issue Date
of which is after a Regular Record Date but prior to the applicable Interest
Payment Date, shall be the Interest Payment Date following the next succeeding
Regular Record Date; and provided, further, that interest payable on the
Maturity Date set forth above or, if applicable, upon redemption or
acceleration, shall be payable to the Person to whom principal shall be payable.
Except as otherwise provided in the Indenture (referred to on the reverse
hereof), any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and
shall be paid to the Person in whose name this Note is registered at the close
of business on a Special Record Date for the payment of such defaulted interest
to be fixed by the Trustee, notice whereof shall be given to Noteholders not
more than fifteen days nor fewer than ten days prior to such Special Record
Date. Principal, applicable premium and interest due at the maturity of this
Note shall be payable in immediately available funds when due upon presentation
and surrender of this Note at the corporate trust office of the Trustee or at
the authorized office of any paying agent in the Borough of Manhattan, the City
and State of New York. Interest on this Note (other than interest payable at
maturity) shall be paid by check in clearinghouse funds to the Holder as its
name appears on the register; provided that if
B-1
<PAGE>
the Trustee receives a written request from any Holder of Notes (as defined
below), the aggregate principal amount of all of which having the same Interest
Payment Date as this Note equals or exceeds $10,000,000, on or prior to the
applicable Regular Record Date, interest on this Note shall be paid by wire
transfer of immediately available funds to a bank within the continental United
States designated by such Holder in its request or by direct deposit into the
account of such Holder designated by such Holder in its request if such account
is maintained with the Trustee or any paying agent.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH IN
FULL ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE
THE SAME EFFECT AS IF SET FORTH IN FULL AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof, directly or through an Authenticating
Agent by manual signature of an authorized officer, this Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
OKLAHOMA GAS AND ELECTRIC COMPANY
Dated: By:
---------------------------------------
Title:
--------------------------------------
Attest:
-------------------------------------
Title:
--------------------------------------
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This Note is one of the Notes of the
series herein designated, described or
provided for in the within-mentioned
Indenture.
BOATMEN'S FIRST NATIONAL BANK
OF OKLAHOMA, AS TRUSTEE
By:
- ---------------------------------------
AUTHORIZED OFFICER
B-2
<PAGE>
[FORM OF REVERSE OF NOTE]
OKLAHOMA GAS AND ELECTRIC COMPANY
SENIOR NOTE, SERIES
This Note is one of a duly authorized issue of Senior Notes, Series (the
"NOTES OF THIS SERIES") of the Company issued and to be issued under an
Indenture dated as of October 1, 1995 between the Company and Boatmen's First
National Bank of Oklahoma, as trustee (the "TRUSTEE", which term includes any
successor Trustee under the Indenture) and indentures supplemental thereto
(collectively, the "INDENTURE"). Under the Indenture, one or more series of
notes may be issued and, as used herein, the term "Notes" refers to the Notes of
this Series and any other outstanding series of Notes. Reference is hereby made
for a more complete statement of the respective rights, limitations of rights,
duties and immunities under the Indenture of the Company, the Trustee and the
Noteholders and of the terms upon which the Notes are and are to be
authenticated and delivered. This Note is one of the series designated on the
face hereof, limited in aggregate principal amount to $ .
Prior to the Release Date (as hereinafter defined), the Notes will be
secured by first mortgage bonds (the "SENIOR NOTE FIRST MORTGAGE BONDS")
delivered by the Company to the Trustee for the benefit of the Holders of the
Notes, issued under the Trust Indenture, dated as of February 1, 1945, from the
Company to Boatmen's First National Bank of Oklahoma, as successor trustee to
The First National Bank and Trust Company of Oklahoma City (the "MORTGAGE
TRUSTEE"), as supplemented and modified (collectively, the "FIRST MORTGAGE").
Reference is made to the First Mortgage and the Indenture for a description of
the rights of the Trustee as holder of the Senior Note First Mortgage Bonds, the
property mortgaged and pledged under the First Mortgage and the rights of the
Company and of the Mortgage Trustee in respect thereof, the duties and
immunities of the Mortgage Trustee and the terms and conditions upon which the
Senior Note First Mortgage Bonds are secured and the circumstances under which
additional first mortgage bonds may be issued.
FROM AND AFTER SUCH TIME AS ALL FIRST MORTGAGE BONDS (OTHER THAN SENIOR NOTE
FIRST MORTGAGE BONDS) ISSUED UNDER THE FIRST MORTGAGE HAVE BEEN RETIRED THROUGH
PAYMENT, REDEMPTION OR OTHERWISE (INCLUDING THOSE FIRST MORTGAGE BONDS "DEEMED
TO BE PAID" WITHIN THE MEANING OF THAT TERM AS USED IN ARTICLE X OF THE FIRST
MORTGAGE) AT, BEFORE OR AFTER THE MATURITY THEREOF (THE "RELEASE DATE"), THE
SENIOR NOTE FIRST MORTGAGE BONDS SHALL CEASE TO SECURE THE NOTES IN ANY MANNER.
IN CERTAIN CIRCUMSTANCES PRIOR TO THE RELEASE DATE AS PROVIDED IN THE INDENTURE,
THE COMPANY IS PERMITTED TO REDUCE THE AGGREGATE PRINCIPAL AMOUNT OF A SERIES OF
SENIOR NOTE FIRST MORTGAGE BONDS HELD BY THE TRUSTEE, BUT IN NO EVENT PRIOR TO
THE RELEASE DATE TO AMOUNT LESS THAN THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT
OF THE SERIES OF NOTES INITIALLY ISSUED CONTEMPORANEOUSLY WITH SUCH SENIOR NOTE
FIRST MORTGAGE BONDS.
[As applicable, one of the following two sentences: This Note may not be
redeemed prior to , 19 . This Note is not redeemable prior to the
Maturity Date set forth on the face hereof.] [If applicable: On or after
, , this Note is redeemable in whole or in part
in increments of $1,000 (provided that any remaining principal amount of this
Note shall be at least $1,000) at the option of the Company at the following
redemption prices (expressed as a percentage of the principal amount to be
redeemed) plus accrued interest to the redemption date:
<TABLE>
<S> <C>
Redemption Periods Redemption Prices
------------------ -----------------
</TABLE>
Notice of redemption will be given by mail to Holders of Notes of this Series
not less than 30 or more than 60 days prior to the date fixed for redemption,
all as provided in the Indenture. In the event of
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<PAGE>
redemption of this Note in part only, a new Note or Notes of this Series of like
tenor for the unredeemed portion hereof will be issued in the name of the
Noteholder hereof upon the surrender hereof.]
Interest payments for this Note shall be computed and paid on the basis of a
360-day year of twelve 30-day months. If any Interest Payment Date or the date
on which the principal of this Note is required to paid is not a Business Day,
then payment of principal, premium or interest need not be made on such date but
may be made on the next succeeding Business Day with the same force and effect
as if made on such Interest Payment Date or the date on which the principal of
this Note is required to be paid, and, in the case of timely payment thereof, no
interest shall accrue for the period from and after such Interest Payment Date
or the date on which the principal of this Note is required to be paid.
The Company, at its option, and subject to the terms and conditions provided
in the Indenture, will be discharged from any and all obligations in respect of
the Notes (except for certain obligations including obligations to register the
transfer or exchange of Notes, replace stolen, lost or mutilated Notes, maintain
paying agencies and hold monies for payment in trust, all as set forth in the
Indenture) if the Company deposits with the Trustee money, U.S. Government
Obligations which through the payment of interest thereon and principal thereof
in accordance with their terms will provide money, or a combination of money and
U.S. Government Obligations, in any event in an amount sufficient, without
reinvestment, to pay all the principal of and any premium and interest on the
Notes on the dates such payments are due in accordance with the terms of the
Notes.
If an Event of Default shall occur and be continuing, the principal of the
Notes may be declared due and payable in the manner and with the effect provided
in the Indenture and, upon such declaration, the Trustee can demand the
redemption of the Senior Note First Mortgage Bonds as provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modifications of the rights and obligations of the
Company and the rights of the Noteholders under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of not less than a
majority in principal amount of the outstanding Notes. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange therefor in lieu thereof whether
or not notation of such consent or waiver is made upon the Note.
As set forth in and subject to the provisions of the Indenture, no Holder of
any Notes will have any right to institute any proceeding with respect to the
Indenture or for any remedy thereunder unless such Holder shall have previously
given to the Trustee written notice of a continuing Event of Default with
respect to such Notes, the Holders of not less than a majority in principal
amount of the outstanding Notes affected by such Event of Default shall have
made written request and offered reasonable indemnity to the Trustee to
institute such proceeding as Trustee and the Trustee shall have failed to
institute such proceeding within 60 days; provided that such limitations do not
apply to a suit instituted by the Holder hereof for the enforcement of payment
of the principal of and any premium or interest on this Note on or after the
respective due dates expressed here.
No reference herein to the Indenture and to provisions of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Note at the times, places and rates and the coin or currency prescribed
in the Indenture.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable in the Note register. Upon
surrender of this Note for registration or transfer at the corporate trust
office of the Trustee or such other office or agency as may be designated by the
Company in the Borough of Manhattan, the City and State of New York, endorsed by
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Note registrar, duly
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<PAGE>
executed by the Holder hereof or the attorney in fact of such Holder duly
authorized in writing, one or more new Notes of this Series of like tenor and of
authorized denominations and for the same aggregate principal amount will be
issued to the designated transferee or transferees.
The Notes of this Series are issuable only in registered form, without
coupons, in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Notes of this Series are exchangeable for a like aggregate principal amount of
Notes of this Series of like tenor and of a different authorized denomination,
as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner thereof for all
purposes, whether or not this Note is overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by, and construed in
accordance with, the laws of the State of Oklahoma.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
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<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT
MIN ACT -- Custodian
-------- ----------------
(Cust) (Minor)
TEN ENT -- as tenants by the
entireties Under Uniform Gifts to Minors
JT TEN -- as joint tenants with
right of survivorship and not as
tenants in common
----------------------------------------
State
Additional abbreviations may also be used
though not in the above list.
--------------
FOR VALUE RECEIVED the undersigned hereby sell(s),
assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please print or typewrite name and address
including postal zip code of assignee
- --------------------------------------
the within note and all rights
thereunder, hereby irrevocably
constituting and appointing
attorney to
transfer said note on the books of the
Company, with full power of
substitution in the premises.
Dated:
- ------------------------
--------------------------------------
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of the
within instrument in every particular,
without alteration or enlargement or
any change whatever.
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<PAGE>
EXHIBIT C
FORM OF GLOBAL NOTE FOLLOWING RELEASE DATE
REGISTERED REGISTERED
THIS NOTE IS A GLOBAL NOTE REGISTERED IN THE NAME OF THE DEPOSITARY
(REFERRED TO HEREIN) OR A NOMINEE THEREOF AND, UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR THE INDIVIDUAL NOTES REPRESENTED HEREBY, THIS GLOBAL
NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK), TO THE TRUSTEE FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
OKLAHOMA GAS AND ELECTRIC COMPANY
SENIOR NOTE, SERIES
CUSIP: NUMBER:
ORIGINAL ISSUE DATE(S): PRINCIPAL AMOUNT(S):
INTEREST RATE: MATURITY DATE:
OKLAHOMA GAS AND ELECTRIC COMPANY, a corporation of the State of Oklahoma
(the "COMPANY"), for value received hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of
DOLLARS
on the Maturity Date set forth above, and to pay interest thereon from the
Original Issue Date (or if this Global Note has two or more Original Issue
Dates, interest shall, beginning on each such Original Issue Date, begin to
accrue for that part of the principal amount to which that Original Issue Date
is applicable) set forth above or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semiannually in arrears on
the and in each year, commencing on the first such Interest
Payment Date succeeding the applicable Original Issue Date set forth above, at
the per annum Interest Rate set forth above, until the principal hereof is paid
or made available for payment. No interest shall accrue on the Maturity Date, so
long as the principal amount of this Global Note is paid on the Maturity Date.
The interest so payable and punctually paid or duly provided for on any such
Interest Payment Date will, as provided in the Indenture, be paid to the
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Person in whose name this Note is registered at the close of business on the
Regular Record Date for such interest, which shall be the or ,
as the case may be, next preceding such Interest Payment Date; provided, that
the first Interest Payment Date for any part of this Note, the Original Issue
Date of which is after a Regular Record Date but prior to the applicable
Interest Payment Date, shall be the Interest Payment Date following the next
succeeding Regular Record Date; and provided, that interest payable on the
Maturity Date set forth above or, if applicable, upon redemption or
acceleration, shall be payable to the Person to whom principal shall be payable.
Except as otherwise provided in the Indenture (as defined below), any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and shall be paid to the
Person in whose name this Note is registered at the close of business on a
Special Record Date for the payment of such defaulted interest to be fixed by
the Trustee, notice whereof shall be given to Noteholders not more than fifteen
days or fewer than ten days prior to such Special Record Date. On or before
10:00 a.m., New York City time, or such other time as shall be agreed upon
between the Trustee and the Depositary, of the day on which such payment of
interest is due on this Global Note (other than maturity), the Trustee shall pay
to the Depositary such interest in same day funds. On or before 10:00 a.m., New
York City time, or such other time as shall be agreed upon between the Trustee
and the Depositary, of the day on which principal, interest payable at maturity
and premium, if any, is due on this Global Note, the Trustee shall deposit with
the Depositary the amount equal to the principal, interest payable at maturity
and premium, if any, by wire transfer into the account specified by the
Depositary. As a condition to the payment, on the Maturity Date or upon
redemption or acceleration, of any part of the principal and applicable premium
of this Global Note, the Depositary shall surrender, or cause to be surrendered,
this Global Note to the Trustee, whereupon a new Global Note shall be issued to
the Depositary.
This Global Note is a global security in respect of a duly authorized issue
of Senior Notes, Series (the "NOTES OF THIS SERIES", which term includes any
Global Notes representing such Notes) of the Company issued and to be issued
under an Indenture dated as of October 1, 1995 between the Company and Boatmen's
First National Bank of Oklahoma, as trustee (herein called the "TRUSTEE", which
term includes any successor Trustee under the Indenture) and indentures
supplemental thereto (collectively, the "INDENTURE"). Under the Indenture, one
or more series of notes may be issued and, as used herein, the term "Notes"
refers to the Notes of this Series and any other outstanding series of Notes.
Reference is hereby made for a more complete statement of the respective rights,
limitations of rights, duties and immunities under the Indenture of the Company,
the Trustee and the Noteholders and of the terms upon which the Notes are and
are to be authenticated and delivered. This Global Note has been issued in
respect of the series designated on the first page hereof, limited in aggregate
principal amount to $ .
Each Note of this Series shall be dated and issued as of the date of its
authentication by the Trustee and shall bear an Original Issue Date or Dates.
Each Note or Global Note issued upon transfer, exchange or substitution of such
Note or Global Note shall bear the Original Issue Date or Dates of such
transferred, exchanged or substituted Note or Global Note, as the case may be.
[As applicable, one of the following two sentences: This Global Note may not
be redeemed prior to , . This Global Note is not redeemable prior
to the Maturity Date set forth on the first page hereof.] [If applicable: On or
after , 19 , this Global Note is redeemable in whole or in part in
increments of $1,000 (provided that any remaining principal amount of this
Global Note shall be at least $100,000) at the option of the Company at the
following redemption prices (expressed as a percentage of the principal amount
to be redeemed) plus accrued interest to the redemption date:
<TABLE>
<S> <C>
Redemption Periods Redemption Prices
------------------ -----------------
</TABLE>
C-2
<PAGE>
Notice of redemption will be given by mail to Holders of Notes of this Series
not less than 30 or more than 60 days prior to the date fixed for redemption,
all as provided in the Indenture. In the event of redemption of this Global Note
in part only, a new Global Note or Notes of like tenor and series for the
unredeemed portion hereof will be issued in the name of the Noteholder hereof
upon the surrender hereof.]
Interest payments for this Global Note shall be computed and paid on the
basis of a 360-day year of twelve 30-day months. In any case where any Interest
Payment Date or date on which the principal of this Global Note is required to
be paid is not a Business Day, then payment of principal, premium or interest
need not be made on such date but may be made on the next succeeding Business
Day with the same force and effect as if made on such Interest Payment Date or
date on which the principal of this Global Note is required to be paid and, in
the case of timely payment thereof, no interest shall accrue for the period from
and after such Interest Payment Date or the date on which the principal of this
Global Note is required to be paid.
The Company, at its option, and subject to the terms and conditions provided
in the Indenture, will be discharged from any and all obligations in respect of
the Notes (except for certain obligations including obligations to register the
transfer or exchange of Notes, replace stolen, lost or mutilated Notes, maintain
paying agencies and hold monies for payment in trust, all as set forth in the
Indenture) if the Company deposits with the Trustee money, U.S. Government
Obligations which through the payment of interest thereon and principal thereof
in accordance with their terms will provide money, or a combination of money and
U.S. Government Obligations, in any event in an amount sufficient, without
reinvestment, to pay all the principal of and any premium and interest on the
Notes on the dates such payments are due in accordance with the terms of the
Notes.
If an Event of Default shall occur and be continuing, the principal of the
Notes may be declared due and payable in the manner and with the effect provided
in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modifications of the rights and obligations of the
Company and the rights of the Noteholders under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of not less than a
majority in principal amount of the outstanding Notes. Any such consent or
waiver by the Holder of this Global Note shall be conclusive and binding upon
such Holder and upon all future Holders of this Global Note and of any Note
issued upon the registration of transfer hereof or in exchange therefor or in
lieu thereof whether or not notation of such consent or waiver is made upon the
Note.
As set forth in and subject to the provisions of the Indenture, no Holder of
any Notes will have any right to institute any proceeding with respect to the
Indenture or for any remedy thereunder unless such Holder shall have previously
given to the Trustee written notice of a continuing Event of Default with
respect to such Notes, the Holders of not less than a majority in principal
amount of the outstanding Notes affected by such Event of Default shall have
made written request and offered reasonable indemnity to the Trustee to
institute such proceeding as Trustee and the Trustee shall have failed to
institute such proceeding within 60 days; PROVIDED, HOWEVER, that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of and any premium or interest on this
Note on or after the respective due dates expressed here.
No reference herein to the Indenture and to provisions of this Global Note
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and
interest on this Global Note at the times, places and rates and the coin or
currency prescribed in the Indenture.
As provided in the Indenture and subject to certain limitations therein set
forth, this Global Note may be transferred only as permitted by the legend
hereto.
If at any time the Depositary for this Global Note notifies the Company that
it is unwilling or unable to continue as Depositary for this Global Note or if
at any time the Depositary for this Global
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Note shall no longer be eligible or in good standing under the Securities
Exchange Act of 1934, as amended, or other applicable statute or regulation, the
Company shall appoint a successor Depositary with respect to this Global Note.
If a successor Depositary for this Global Note is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
ineligibility, the Company's election to issue this Note in global form shall no
longer be effective with respect to this Global Note and the Company will
execute, and the Trustee, upon receipt of a Company Order for the authentication
and delivery of individual Notes of this Series in exchange for this Global
Note, will authenticate and deliver individual Notes of this Series of like
tenor and terms in definitive form in an aggregate principal amount equal to the
principal amount of this Global Note.
The Company may at any time and in its sole discretion determine that all
Notes of this Series (but not less than all) issued or issuable in the form of
one or more Global Notes shall no longer be represented by such Global Note or
Notes. In such event, the Company shall execute, and the Trustee, upon receipt
of a Company Order for the authentication and delivery of individual Notes of
this Series in exchange for such Global Note, shall authenticate and deliver,
individual Notes of this Series of like tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of such Global Note or
Notes in exchange for such Global Note or Notes.
Under certain circumstances specified in the Indenture, the Depositary may
be required to surrender any two or more Global Notes which have identical terms
(but which may have differing Original Issue Dates) to the Trustee, and the
Company shall execute and the Trustee shall authenticate and deliver to, or at
the direction of, the Depositary a Global Note in principal or amount equal to
the aggregate principal amount of, and with all terms identical to, the Global
Notes surrendered thereto and that shall indicate all Original Issue Dates and
the principal amount applicable to each such Original Issue Date.
The Indenture and the Notes shall be governed by, and construed in
accordance with, the laws of the State of Oklahoma.
Unless the certificate of authentication hereon has been executed by the
Trustee, directly or through an Authenticating Agent by manual signature of an
authorized officer, this Global Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
All terms used in this Global Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture unless otherwise indicated
herein.
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<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
OKLAHOMA GAS AND ELECTRIC COMPANY
Dated: By:
---------------------------------------
Title:
--------------------------------------
Attest:
-------------------------------------
Title:
--------------------------------------
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This Note is one of the Notes of the
series herein designated, described or
provided for in the within-mentioned
Indenture.
BOATMEN'S FIRST NATIONAL BANK
OF OKLAHOMA, AS TRUSTEE
By:
- ---------------------------------------
AUTHORIZED OFFICER
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<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT
MIN ACT -- Custodian
-------- ---------------
(Cust) (Minor)
TEN ENT -- as tenants by the
entireties Under Uniform Gifts to Minors
JT TEN -- as joint tenants with right
of survivorship and not as tenants in
common
--------------------------------------
State
Additional abbreviations may also be used
though not in the above list.
--------------
FOR VALUE RECEIVED the undersigned hereby sell(s),
assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please print or typewrite name and address
including postal zip code of assignee
- --------------------------------------
the within note and all rights
thereunder, hereby irrevocably
constituting and appointing
attorney to
transfer said note on the books of the
Company, with full power of
substitution in the premises.
Dated:
- ------------------------
--------------------------------------
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of the
within instrument in every particular,
without alteration or enlargement or
any change whatever.
C-6
<PAGE>
EXHIBIT D
FORM OF NOTE FOLLOWING RELEASE DATE
REGISTERED REGISTERED
OKLAHOMA GAS AND ELECTRIC COMPANY
SENIOR NOTE, SERIES
CUSIP: PRINCIPAL AMOUNT:
ORIGINAL ISSUE DATE: MATURITY DATE:
INTEREST RATE: NUMBER:
OKLAHOMA GAS AND ELECTRIC COMPANY, a corporation of the State of Oklahoma
(the "COMPANY"), for value received hereby promises to pay to
or registered assigns, the principal sum of
DOLLARS
on the Maturity Date set forth above, and to pay interest thereon from the
Original Issue Date set forth above or from the most recent date to which
interest has been paid or duly provided for, semiannually in arrears on
and in each year, commencing on the first such Interest Payment Date
succeeding the Original Issue Date set forth above, at the per annum Interest
Rate set forth above, until the principal hereof is paid or made available for
payment. No interest shall accrue on the Maturity Date, so long as the principal
amount of this Note is paid in full on the Maturity Date. The interest so
payable and punctually paid or duly provided for on any such Interest Payment
Date will, as provided in the Indenture (as defined below), be paid to the
Person in whose name this Note is registered at the close of business on the
Regular Record Date for such interest, which shall be the or , as
the case may be, next preceding such Interest Payment Date; provided that the
first Interest Payment Date for any Note, the Original Issue Date of which is
after a Regular Record Date but prior to the applicable Interest Payment Date,
shall be the Interest Payment Date following the next succeeding Regular Record
Date; and provided, that interest payable on the Maturity Date set forth above
or, if applicable, upon redemption or acceleration, shall be payable to the
Person to whom principal shall be payable. Except as otherwise provided in the
Indenture (referred to on the reverse hereof), any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and shall be paid to the Person in whose name
this Note is registered at the close of business on a Special Record Date for
the payment of such defaulted interest to be fixed by the Trustee, notice
whereof shall be given to Noteholders not more than fifteen days nor fewer than
ten days prior to such Special Record Date. Principal, applicable premium and
interest due at the maturity of this Note shall be payable in immediately
available funds when due upon presentation and surrender of this Note at the
corporate trust office of the Trustee or at the authorized office of any paying
agent in the Borough of Manhattan, the City and State of New York. Interest on
this Note (other than interest payable at maturity) shall be paid by check in
clearinghouse funds to the Holder as its name appears on the register; provided,
that if the Trustee receives a written request from any Holder of Notes (as
defined below), the aggregate principal amount of all of which having the same
Interest Payment Date as this Note equals or exceeds $10,000,000, on or prior to
the
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<PAGE>
applicable Regular Record Date, interest on the Note shall be paid by wire
transfer of immediately available funds to a bank within the continental United
States (designated by such Holder in its request or by direct deposit into the
account of such Holder designated by such Holder in its request if such account
is maintained with the Trustee or any paying agent.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH IN
FULL ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE
THE SAME EFFECT AS IF SET FORTH IN FULL AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof, directly or through an Authenticating
Agent by manual signature of an authorized officer, this Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
OKLAHOMA GAS AND ELECTRIC COMPANY
Dated: By:
---------------------------------------
Title:
--------------------------------------
Attest:
-------------------------------------
Title:
--------------------------------------
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This Note is one of the Notes of the
series herein designated, described or
provided for in the within-mentioned
Indenture.
BOATMEN'S FIRST NATIONAL BANK
OF OKLAHOMA, AS TRUSTEE
By:
- ---------------------------------------
AUTHORIZED OFFICER
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<PAGE>
[FORM OF REVERSE OF NOTE]
OKLAHOMA GAS AND ELECTRIC COMPANY
SENIOR NOTE, SERIES
This Note is one of a duly authorized issue of Senior Notes, Series (the
"NOTES OF THIS SERIES") of the Company issued and to be issued under an
Indenture dated as of October 1, 1995, between the Company and Boatmen's First
National Bank of Oklahoma, as trustee (herein called the "TRUSTEE", which term
includes any successor Trustee under the Indenture) and indentures supplemental
thereto (collectively, the "INDENTURE"). Under the Indenture, one or more series
of notes may be issued and, as used herein, the term "Notes" refers to the Notes
of this Series and any other outstanding series of Notes. Reference is hereby
made for a more complete statement of the respective rights, limitations of
rights, duties and immunities under the Indenture of the Company, the Trustee
and the Noteholders and of the terms upon which the Notes are and are to be
authenticated and delivered. This Note is one of the series designated on the
face hereof, limited in aggregate principal amount to $ .
[As applicable, one of the following two sentences: This Note may not be
redeemed prior to , 19 . This Note is not redeemable prior to the
Maturity Date set forth on the face hereof.] [If applicable: On or after
, , this Note is redeemable in whole or in part in increments of
$1,000 (provided that any remaining principal amount of this Note shall be at
least $1,000) at the option of the Company at the following redemption prices
(expressed as a percentage of the principal amount to be redeemed) plus accrued
interest to the redemption date:
<TABLE>
<S> <C>
Redemption Periods Redemption Prices
------------------ -----------------
</TABLE>
Notice of redemption will be given by mail to Holders of Notes of this Series
not less than 30 or more than 60 days prior to the date fixed for redemption,
all as provided in the Indenture. In the event of redemption of this Note in
part only, a new Note or Notes of this Series of like tenor for the unredeemed
portion hereof will be issued in the name of the Noteholder hereof upon the
surrender hereof.]
Interest payments for this Note shall be computed and paid on the basis of a
360-day year of twelve 30-day months. In any case where any Interest Payment
Date or the date on which the principal of this Note is required to paid is not
a Business Day, then payment of principal, premium or interest need not be made
on such date but may be made on the next succeeding Business Day with the same
force and effect as if made on such Interest Payment Date or the date on which
the principal of this Note is required to be paid, and, in the case of timely
payment thereof, no interest shall accrue for the period from and after such
Interest Payment Date or the date on which the principal of this Note is
required to be paid.
The Company, at its option, and subject to the terms and conditions provided
in the Indenture, will be discharged from any and all obligations in respect of
the Notes (except for certain obligations including obligations to register the
transfer or exchange of Notes, replace stolen, lost or mutilated Notes, maintain
paying agencies and hold monies for payment in trust, all as set forth in the
Indenture) if the Company deposits with the Trustee money, U.S. Government
Obligations which through the payment of interest thereon and principal thereof
in accordance with their terms will provide money, or a combination of money and
U.S. Government Obligations, in any event in an amount sufficient, without
reinvestment, to pay all the principal of and any premium and interest on the
Notes on the dates such payments are due in accordance with the terms of the
Notes.
If an Event of Default shall occur and be continuing, the principal of the
Notes may be declared due and payable in the manner and with the effect provided
in the Indenture.
D-3
<PAGE>
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modifications of the rights and obligations of the
Company and the rights of the Noteholders under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of not less than a
majority in principal amount of the outstanding Notes. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange therefor in lieu thereof whether
or not notation of such consent or waiver is made upon the Note.
As set forth in and subject to the provisions of the Indenture, no Holder of
any Notes will have any right to institute any proceeding with respect to the
Indenture or for any remedy thereunder unless such Holder shall have previously
given to the Trustee written notice of a continuing Event of Default with
respect to such Notes, the Holders of not less than a majority in principal
amount of the outstanding Notes affected by such Event of Default shall have
made written request and offered reasonable indemnity to the Trustee to
institute such proceeding as Trustee and the Trustee shall have failed to
institute such proceeding within 60 days; PROVIDED, however, that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of and any premium or interest on this
Note on or after the respective due dates expressed here.
No reference herein to the Indenture and to provisions of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Note at the times, places and rates and the coin or currency prescribed
in the Indenture.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable in the Note register. Upon
surrender of this Note for registration or transfer at the corporate trust
office of the Trustee or such other office or agency as may be designated by the
Company in the Borough of Manhattan, the City and State of New York, endorsed by
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Note registrar, duly executed by the Holder hereof or the
attorney in fact of such Holder duly authorized in writing, one or more new
Notes of this Series of like tenor and of authorized denominations and for the
same aggregate principal amount will be issued to the designated transferee or
transferees.
The Notes of this Series are issuable only in registered form, without
coupons, in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Notes of this Series are exchangeable for a like aggregate principal amount of
Notes of this Series of like tenor and of a different authorized denomination,
as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner thereof for all
purposes, whether or not this Note is overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by, and construed in
accordance with, the laws of the State of Oklahoma.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
D-4
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT
MIN ACT -- Custodian
-------- ----------------
(Cust) (Minor)
TEN ENT -- as tenants by the
entireties Under Uniform Gifts to Minors
JT TEN -- as joint tenants with
right of survivorship and not as
tenants in common
----------------------------------------
State
Additional abbreviations may also be used
though not in the above list.
--------------
FOR VALUE RECEIVED the undersigned hereby sell(s),
assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please print or typewrite name and address
including postal zip code of assignee
- --------------------------------------
the within note and all rights
thereunder, hereby irrevocably
constituting and appointing attorney
to transfer said note on the books of
the Company, with full power of
substitution in the premises.
Dated:
- ------------------------
--------------------------------------
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of the
within instrument in every particular,
without alteration or enlargement or
any change whatever.
D-5
<PAGE>
EXHIBIT 4.32
----------------------------------------------------------------------
----------------------------------------------------------------------
FORM OF
SUPPLEMENTAL INDENTURE NO.
FROM
OKLAHOMA GAS AND ELECTRIC
COMPANY
TO
BOATMEN'S FIRST NATIONAL BANK
OF OKLAHOMA
TRUSTEE
---------
DATED AS OF
---------
SUPPLEMENTAL TO INDENTURE
DATED AS OF OCTOBER 1, 1995
----------------------------------------------------------------------
----------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
--------------
PAGE
Parties................................................................... 1
Recitals.................................................................. 1
ARTICLE ONE
RELATION TO INDENTURE; DEFINITIONS
SECTION 1.01 -- Integral Part of Indenture 1
SECTION 1.02 -- (a) Definitions......................................... 1
-- (b) References to Articles and Sections................. 1
-- (c) Terms Referring to this Supplemental Indenture...... 1
ARTICLE TWO
% SENIOR NOTES, SERIES DUE
SECTION 2.01 -- Designation and Principal Amount.................... 2
SECTION 2.02 -- Stated Maturity Date................................ 2
SECTION 2.03 -- Interest Payment Dates.............................. 2
SECTION 2.04 -- Office for Payment.................................. 2
SECTION 2.05 -- Redemption Provisions............................... 2
SECTION 2.06 -- Authorized Denominations............................ 2
SECTION 2.07 -- Related Series of First Mortgage Bonds.............. 2
SECTION 2.08 -- Form of % Senior Notes, Series Due .......... 2
ARTICLE THREE
ADDITIONAL COVENANTS
[SECTION 3.01 -- Limitations on Liens................................ 3
SECTION 3.02 -- Limitations on Sale and Lease-Back Transactions..... 4
SECTION 3.03 -- Definitions......................................... 5]
I
<PAGE>
<TABLE>
<S> <C><C> <C> <C>
ARTICLE FOUR
MISCELLANEOUS
SECTION 4.01 -- Recitals of fact, except as stated, are statements
of the Company...................................... 6
SECTION 4.02 -- Supplemental Indenture to be construed as a part of
the Indenture....................................... 6
SECTION 4.03 -- (a) Trust Indenture Act to control...................... 6
-- (b) Severability of provisions contained in Supplemental
Indenture and Notes................................. 6
SECTION 4.04 -- References to either party in Supplemental Indenture
include successors or assigns....................... 6
SECTION 4.05 -- (a) Provision for execution in counterparts............. 6
-- (b) Table of Contents and descriptive headings of
Articles not to affect meaning...................... 6
</TABLE>
II
<PAGE>
SUPPLEMENTAL INDENTURE NO. , made as of the th day of , 199 by and
between OKLAHOMA GAS AND ELECTRIC COMPANY, a corporation duly organized and
existing under the laws of the State of Oklahoma (the "Company"), and Boatmen's
First National Bank of Oklahoma, a national banking association duly organized
and existing under the laws of the United States of America, as trustee (the
"Trustee"):
WITNESSETH:
WHEREAS, the Company has heretofore executed and delivered its Indenture
(hereinafter referred to as the "Indenture"), made as of October 1, 1995; and
WHEREAS, the Company has heretofore executed and delivered its Supplemental
Indenture No. 1 dated as of October 16, 1995, adding to the covenants,
conditions and agreements of the Indenture certain additional covenants,
conditions and agreements to be observed by the Company, and creating two series
of Notes designated "7.30% Senior Notes, Series due October 15, 2025" and
"6.250% Senior Notes, Series due October 15, 2000"; and
WHEREAS, Section 2.05 of the Indenture provides that Notes shall be issued
in series and that a Company Order shall specify the terms of each series; and
WHEREAS, the Company has this day delivered a Company Order setting forth
the terms of a series of Notes designated " % Senior Notes, Series due
" (hereinafter sometimes referred to as the "Senior Notes due ");
and
WHEREAS, Section 13.01 of the Indenture provides that the Company and the
Trustee may enter into indentures supplemental thereto for the purposes, among
others, of establishing the form of Notes or establishing or reflecting any
terms of any Note and adding to the covenants of the Company; and
WHEREAS, the execution and delivery of this Supplemental Indenture No.
(herein, "this Supplemental Indenture") have been duly authorized by a
resolution adopted by the Board of Directors of the Company;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That in order to set forth the terms and conditions upon which the Senior
Notes due are, and are to be, authenticated, issued and delivered, and in
consideration of the premises of the purchase and acceptance of the Senior Notes
due by the Holders thereof and the sum of one dollar duly paid to it by the
Trustee at the execution of this Supplemental Indenture, the receipt whereof is
hereby acknowledged, the Company covenants and agrees with the Trustee for the
equal and proportionate benefit of the respective Holders from time to time of
the Senior Notes due , as follows:
ARTICLE ONE
RELATION TO INDENTURE; DEFINITIONS
SECTION 1.01 This Supplemental Indenture constitutes an integral part of
the Indenture.
SECTION 1.02 For all purposes of this Supplemental Indenture:
(a) Capitalized terms used herein without definition shall have the
meanings specified in the Indenture;
(b) All references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this
Supplemental Indenture; and
(c) The terms "hereof," "herein," "hereby," "hereto," "hereunder" and
"herewith" refer to this Supplemental Indenture.
1
<PAGE>
ARTICLE TWO
% SENIOR NOTES, SERIES DUE
SECTION 2.01 There shall be a series of Notes designated the " % Senior
Notes, Series due " (the "Senior Notes due "). The Senior Notes
due shall be limited to $ aggregate principal amount.
SECTION 2.02 Except as otherwise provided in Section 2.05 hereof, the
principal amount of the Senior Notes due shall be payable on the stated
maturity date of .
SECTION 2.03 The Senior Notes due shall be dated their date of
authentication as provided in the Indenture and shall bear interest at the rate
of % per annum, payable semi-annually on and of each
year, commencing . The Regular Record Dates with respect to such
and interest payment dates shall be and ,
respectively. Principal and interest shall be payable to the persons and in the
manner provided in Sections 2.04 and 2.12 of the Indenture.
SECTION 2.04 The Senior Notes due shall be payable at the corporate
trust office of the Trustee and at the offices of such paying agents as the
Company may appoint by Company Order in the future.
SECTION 2.05 The Senior Notes due shall not be redeemable prior to
. [On or after , the Company, at its option, may redeem
all, or, from time to time, any part of the Senior Notes due , upon notice
as provided in the Indenture at the following redemption prices (expressed as a
percentage of the principal amount) during the 12-month periods beginning:
<TABLE>
<CAPTION>
YEAR REDEMPTION PRICE
- ----------------------------------------------------- -------------------
<S> <C>
</TABLE>
and at 100% of principal amount at all times on and after , plus, in
each case, accrued interest to the date of redemption.]
[The Senior Notes due shall not be subject to any sinking fund.]
SECTION 2.06 The Senior Notes due shall be issued in fully registered
form without coupons in denominations of $1,000 and integral multiples thereof.
SECTION 2.07 The related series of Senior Note First Mortgage Bonds for the
Senior Notes due is the Company's First Mortgage Bonds, Senior Note Series
.
SECTION 2.08 The Senior Notes due shall initially be in the form
attached as Exhibit A to the Indenture.
2
<PAGE>
ARTICLE THREE
ADDITIONAL COVENANTS
SECTION 3.01
[(a) From and after the Release Date and so long as any Senior Notes due
are outstanding, the Company will not issue, assume or guarantee
any Debt secured by any mortgage, security interest, pledge or lien (herein
referred to as a "mortgage") of or upon any Operating Property of the Company,
whether owned at the date of the Indenture or thereafter acquired, and will not
permit to exist any Debt secured by a mortgage on any Operating Property created
on or prior to the Release Date, without in any such case effectively securing,
on the later to occur of the issuance, assumption or guaranty of any such Debt
or the Release Date, the outstanding Senior Notes due
(together with, if the Company shall so determine, any other Notes or
indebtedness or obligation of or guaranteed by the Company ranking senior to, or
equally with, the Notes and then existing or thereafter created) equally and
ratably with such Debt; provided, however, that the foregoing restriction shall
not apply to Debt secured by any of the following:
(1) mortgages on any property existing at the time of acquisition
thereof;
(2) mortgages on property of a corporation existing at the time such
corporation is merged into or consolidated with the Company, or at the time
of a sale, lease or other disposition of the properties of such corporation
or a division thereof as an entirety or substantially as an entirety to the
Company, provided that such mortgage as a result of such merger,
consolidation, sale, lease or other disposition is not extended to property
owned by the Company immediately prior thereto;
(3) mortgages on property to secure all or part of the cost of
acquiring, substantially repairing or altering, constructing, developing or
substantially improving such property, or to secure indebtedness incurred to
provide funds for any such purpose or for reimbursement of funds previously
expended for any such purpose, provided such mortgages are created or
assumed contemporaneously with, or within 18 months after, such acquisition
or completion of substantial repair or alteration, construction, development
or substantial improvement or within six months thereafter pursuant to a
commitment for financing arranged with a lender or investor within such 18
month period;
(4) mortgages in favor of the United States of America or any State
thereof, or any department, agency or instrumentality or political
subdivision of the United States of America or any state thereof, or for the
benefit of holders of securities issued by any such entity, to secure any
Debt incurred for the purpose of financing all or any part of the purchase
price or the cost of substantially repairing or altering, constructing,
developing or substantially improving the property subject to such
mortgages; or
(5) any extension, renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of any mortgage referred to
in the foregoing clauses (1) to (4), inclusive; provided, however, that the
principal amount of indebtedness secured thereby and not otherwise
authorized by said clauses (1) to (4), inclusive, shall not exceed the
principal amount of indebtedness, plus any premium or fee payable in
connection with any such extension, renewal or replacement, so secured at
the time of such extension, renewal or replacement.
(b) Notwithstanding the provisions of Section 3.01(a), from and after the
Release Date and so long as any Senior Notes due are
outstanding, the Company may issue, assume or guarantee Debt, or permit to exist
Debt, secured by mortgages which would otherwise be subject to the restrictions
of Section 3.01(a) up to an aggregate principal amount that, together with the
principal amount of all other Debt of the Company secured by mortgages (other
than mortgages permitted by Section 3.01(a) that would otherwise be subject to
the foregoing restrictions) and the Value of all Sale and Lease-Back
Transactions in existence at such time (other than any Sale and Lease-Back
Transaction that, if such Sale and Lease-Back Transaction had been a mortgage,
would
3
<PAGE>
have been permitted by Section 3.01(a), other than Sale and Lease-Back
Transactions permitted by Section 3.02 because the commitment by or on behalf of
the purchaser was obtained no later than 18 months after the later of events
described in clause (i) or (ii) of Section 3.02, and other than Sale and
Lease-Back Transactions as to which application of amounts have been made in
accordance with clause (z) of Section 3.02), does not at the time exceed the
greater of 10% of Net Tangible Assets or 10% of Capitalization.
(c) If at any time the Company shall issue, assume or guarantee any Debt
secured by any mortgage and if Section 3.01(a) requires that the outstanding
Senior Notes due be secured equally and ratably with such
Debt, the Company will promptly execute, at its expense, any instruments
necessary to so equally and ratably secure such series of Notes and deliver the
same to the Trustee along with:
(1) An Officers' Certificate stating that the covenant of the Company
contained in Section 3.01(a) has been complied with; and
(2) An Opinion of Counsel to the effect that such covenant has been
complied with, and that any instruments executed by the Company in
the performance of such covenant comply with the requirements of such
covenant.
In the event that the Company shall hereafter secure outstanding Senior
Notes due equally and ratably with any other obligation or
indebtedness (including other Notes) pursuant to the provisions of this Section
3.01, the Trustee is hereby authorized to enter into an indenture or agreement
supplemental hereto and to take such action, if any, as it may deem advisable to
enable it to enforce effectively the rights of the holders of such series of
Notes so secured, equally and ratably with such other obligation and
indebtedness.
SECTION 3.02. From and after the Release Date and so long as any Senior
Notes due are outstanding, the Company will not enter into any
Sale and Lease-Back Transaction with respect to any Operating Property and will
not permit to remain in effect any Sale and Lease-Back Transaction entered into
on or prior to the Release Date with respect to any Operating Property if, in
any case, the commitment by or on behalf of the purchaser is obtained more than
18 months after the later of (i) the completion of the acquisition, substantial
repair or alteration, construction, development or substantial improvement of
such Operating Property or (ii) the placing in operation of such Operating
Property or of such Operating Property as so substantially repaired or altered,
constructed, developed or substantially improved, unless (x) the Company would
be entitled pursuant to Section 3.01(a) to issue, assume or guarantee Debt
secured by a mortgage on such Operating Property without equally and ratably
securing the Senior Notes due or (y) the Company would be entitled
pursuant to Section 3.01(b), after giving effect to such Sale and Lease-Back
Transaction, to incur $1.00 of additional Debt secured by mortgages (other than
mortgages permitted by Section 3.01(a)) or (z) the Company shall apply or cause
to be applied, in the case of a sale or transfer for cash, an amount equal to
the net proceeds thereof (but not in excess of the net book value of such
Operating Property at the date of such sale or transfer) and, in the case of a
sale or transfer otherwise than for cash, an amount equal to the fair value (as
determined by the Board of Directors) of the Operating Property so leased, to
the retirement, within 180 days after the later to occur of the effective date
of such Sale and Lease-Back Transaction or the Release Date, of Notes or other
Debt of the Company ranking senior to, or equally with, the Notes; provided,
however, that any such retirement of Notes shall be in accordance with the terms
and provisions of the Indenture and the Notes and provided, further, that the
amount to be applied to such retirement of Notes or other Debt shall be reduced
by an amount equal to the sum of (a) an amount equal to the redemption price
with respect to Notes delivered within such 180-day period to the Trustee for
retirement and cancellation and (b) the principal amount, plus any premium or
fee paid in connection with any redemption in accordance with the terms of other
Debt voluntarily retired by the Company within such 180-day period, excluding in
each case retirements pursuant to mandatory sinking fund or prepayment
provisions and payments at maturity.
4
<PAGE>
SECTION 3.03. DEFINITIONS
For purposes of Section 3.01 and Section 3.02, the following terms shall
have the following meanings:
CAPITALIZATION: The term "Capitalization" shall mean the total of all the
following items appearing on, or included in, the balance sheet of the Company:
(1) liabilities for indebtedness maturing more than 12 months from the date
of determination; and
(2) common stock, preferred stock, capital surplus, premium on capital
stock, capital in excess of par value and retained earnings (however the
foregoing may be designated), less to the extent not otherwise deducted,
the cost of shares of capital stock of the Company held in its treasury.
Capitalization shall be determined in accordance with generally accepted
accounting principles and practices applicable to the type of business in which
the Company is engaged and that are approved by independent accountants
regularly retained by the Company, and may be determined as of a date not more
than 60 days prior to the happening of an event for which such determination is
being made.
DEBT: The term "Debt" shall mean any outstanding debt for money borrowed.
NET TANGIBLE ASSETS: The term "Net Tangible Assets" shall mean the amount
shown as total assets on the balance sheet of the Company, less the following:
(1) intangible assets including, but without limitation, such items as
goodwill, trademarks, trade names, patents and unamortized debt discount
and expense carried as an asset on said balance sheet; and
(2) appropriate adjustments, if any, on account of minority interests.
Net Tangible Assets shall be determined in accordance with generally
accepted accounting principles and practices applicable to the type of business
in which the Company is engaged and that are approved by the independent
accountants regularly retained by the Company, and may be determined as of a
date not more than 60 days prior to the happening of the event for which such
determination is being made.
OPERATING PROPERTY: The term "Operating Property" shall mean (i) any
interest in real property owned by the Company and (ii) any asset owned by the
Company that is depreciable in accordance with generally accepted accounting
principles.
SALE AND LEASE-BACK TRANSACTION: The term "Sale and Lease-Back Transaction"
shall mean any arrangement with any person providing for the leasing to the
Company of any Operating Property (except for temporary leases for a term,
including any renewal thereof, of not more than 48 months), which Operating
Property has been or is to be sold or transferred by the Company to such person.
VALUE: The term "Value" shall mean, with respect to a Sale and Lease-Back
Transaction, as of any particular time, the amount equal to the greater of (1)
the net proceeds to the Company from the sale or transfer of the property leased
pursuant to such Sale and Lease-Back Transaction or (2) the net book value of
such property, as determined in accordance with generally accepted accounting
principles by the Company at the time of entering into such Sale and Lease-Back
Transaction, in either case multiplied by a fraction, the numerator of which
shall be equal to the number of full years of the term of the lease that is part
of such Sale and Lease-Back Transaction remaining at the time of determination
and the denominator of which shall be equal to the number of full years of such
term, without regard, in any case, to any renewal or extension options contained
in such lease.]
5
<PAGE>
ARTICLE FOUR
MISCELLANEOUS
SECTION 4.01 The recitals of fact herein and in the Senior Notes due
(except the Trustee's Certificate) shall be taken as
statements of the Company and shall not be construed as made by the Trustee.
SECTION 4.02 This Supplemental Indenture shall be construed in connection
with and as a part of the Indenture.
SECTION 4.03
(a) If any provision of this Supplemental Indenture limits, qualifies, or
conflicts with another provision of the Indenture required to be included in
indentures qualified under the Trust Indenture Act of 1939 (as enacted prior to
the date of this Supplemental Indenture) by any of the provisions of Sections
310 to 317, inclusive, of the said Act, such required provisions shall control.
(b) In case any one or more of the provisions contained in this Supplemental
Indenture or in the Notes issued hereunder should be invalid, illegal, or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein and therein shall not in any way be
affected, impaired, prejudiced or disturbed thereby.
SECTION 4.04 Whenever in this Supplemental Indenture either of the parties
hereto is named or referred to, this shall be deemed to include the successors
or assigns of such party, and all the covenants and agreements in this
Supplemental Indenture contained by or on behalf of the Company or by or on
behalf of the Trustee shall bind and inure to the benefit of the respective
successors and assigns of such parties, whether so expressed or not.
SECTION 4.05
(a) This Supplemental Indenture may be simultaneously executed in several
counterparts, and all said counterparts executed and delivered, each as an
original, shall constitute but one and the same instrument.
(b) The Table of Contents and the descriptive headings of the several
Articles of this Supplemental Indenture were formulated, used and inserted in
this Supplemental Indenture for convenience only and shall not be deemed to
affect the meaning or construction of any of the provisions hereof.
6
<PAGE>
IN WITNESS WHEREOF, OKLAHOMA GAS AND ELECTRIC COMPANY has caused this
Supplemental Indenture to be signed by its President or a Vice President, and
attested by its Secretary or an Assistant Secretary and Boatmen's First National
Bank of Oklahoma, has caused this Supplemental Indenture to be signed by its
President or a Vice President, and attested by a Vice President, as of
.
OKLAHOMA GAS AND ELECTRIC COMPANY
BY: , VICE
PRESIDENT
ATTEST:
, SECRETARY.
BOATMEN'S FIRST NATIONAL BANK OF
OKLAHOMA, as Trustee
BY: , VICE
PRESIDENT
ATTEST:
, VICE PRESIDENT.
7
<PAGE>
Exhibit 5.01
[LETTERHEAD OF RAINEY, ROSS, RICE & BINNS]
April 5, 1996
Oklahoma Gas and Electric Company
101 North Robinson
Oklahoma City, Oklahoma 73101
Re: $300,000,000 Principal Amount of Securities
Gentlemen:
We have examined the Form S-3 Registration Statement, dated April 5,
1996 (the "Registration Statement"), of Oklahoma Gas and Electric Company
(the "Company"), to which this opinion is an exhibit, for the registration
under the Securities Act of 1933, as amended (the "Act"), of an aggregate
principal amount of $300,000,000 of notes ("Senior Notes") issued under the
Indenture, dated October 1, 1995, as heretofore supplemented and amended by a
supplemental indenture and a new supplemental indenture for each series of
Senior Notes, all from the Company to Boatmen's First National Bank of
Oklahoma, as trustee (such Indenture, as supplemented and as to be
supplemented, is herein referred to as the "Senior Note Indenture"), which
Senior Notes are to be secured by First Mortgage Bonds of one or more series
(the "Bonds") to be issued under the Trust Indenture dated February 1, 1945
as heretofore supplemented and amended by supplemental trust indentures and a
new supplemental trust indenture (the "New Supplemental Indentures") for each
series of Bonds all from the Company to Boatmen's First National Bank of
Oklahoma, as successor trustee (such Trust Indenture, as supplemented and as
to be supplemented, is herein referred to as the "First Mortgage Indenture").
The Senior Notes and the Bonds which are to secure such Senior Notes are
herein referred to collectively as the "Securities". We have examined all
records, instruments, and documents which we have deemed necessary for the
purposes of this opinion, including the Registration Statement on Form S-3
under the Securities Act of 1933, as amended, relating to the Securities to
be filed by the Company pursuant to the Act.
Based upon the foregoing and upon our general familiarity with the
properties and affairs of the Company, we are of the opinion that:
1. The Company is a validly organized and legally existing corporation,
in good standing under the laws of the State of
<PAGE>
Oklahoma and is authorized to conduct and operate its business as a public
utility in the State of Oklahoma.
2. The First Mortgage Indenture, other than the New Supplemental
Indentures, is a legal, valid, and binding instrument of the Company.
3. The Senior Note Indenture, other than any new supplemental
indentures, is a valid, legal and binding instrument of the Company.
4. When, as and if the Registration Statement on Form S-3, to which
this opinion is an exhibit, becomes effective pursuant to the provisions of
the Securities Act of 1933, as amended and the Arkansas Public Service
Commission has authorized the issuance and sale of the Securities and (a)
with respect to the Senior Notes, when, as and if the Senior Notes and one or
more new supplemental indentures relating thereto have been duly executed and
delivered, and the consideration for the Senior Notes duly received by the
Company, all in the manner contemplated by the said Registration Statement,
and (b) with respect to the Bonds, when, as and if the Bonds and one or more
New Supplemental Trust Indentures relating thereto have been duly authorized,
executed, delivered, filed and recorded as required by law, all in the manner
contemplated by the said Registration Statement, the Bonds and the Senior
Notes will be legally issued and binding obligations of the Company.
5. The statements made in the above-mentioned Registration Statement
and in the related Prospectus, purporting to be made or based upon our
opinion correctly set forth our opinion upon said respective matters.
Respectfully,
RAINEY, ROSS, RICE & BINNS
By: /s/ HUGH D. RICE
--------------------------
<PAGE>
EXHIBIT 12.01
S E C METHOD
RATIO OF EARNINGS TO FIXED CHARGES - PRO FORMA
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
DEC 31, 1991 DEC 31, 1992 DEC 31, 1993 DEC 31, 1994 DEC 31, 1995
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Earnings:
Net Income $116,531,000 $ 88,293,000 $104,730,000 $113,795,000 $112,545,000
Plus Income Taxes:
Federal Income Taxes 66,959,000 51,462,000 64,646,000 47,841,000 72,800,000
State Income Taxes
Federal Deferred Taxes 3,492,000 2,784,000 3,268,000 25,312,000 (2,335,000)
State Deferred Taxes
Invest Tax Credit (6,173,000) (5,465,000) (5,150,000) (5,150,000) (5,150,000)
Taxes (below the line)
Plus Fixed Charges 68,642,823 68,926,260 70,441,921 66,080,293 68,725,118
Total Earnings $249,451,823 $206,000,260 $237,935,921 $247,878,293 $246,585,118
Fixed Charges:
Long-term debt interest $ 60,862,000 $ 62,137,000 $ 61,397,000 $ 61,226,000 $ 63,970,000
Amort. Disc & Exp
Amort. of Prem.
Other interest expense 6,469,000 5,179,000 8,108,000 4,095,000 4,290,000
Calculated int on
leased property 1,311,823 1,610,260 936,921 759,293 465,118
Total Fixed Charges $ 68,642,823 $ 68,926,260 $ 70,441,921 $ 66,080,293 $ 68,725,118
------------ ------------ ------------ ------------ ------------
Ratio of Earnings to Fixed Charges 3.63 2.99 3.38 3.75 3.59
------------ ------------ ------------ ------------ ------------
</TABLE>
<PAGE>
EXHIBIT 12.01
S E C METHOD
RATIO OF EARNINGS TO FIXED CHARGES - CONSOLIDATED
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
DEC 31, 1991 DEC 31, 1992 DEC 31, 1993 DEC 31, 1994 DEC 31, 1995
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Earnings:
Net Income $133,916,063 $ 99,711,896 $114,276,941 $123,785,002 $125,256,125
Plus Income Taxes:
Federal Income Taxes 79,838,461 61,325,486 72,002,912 50,129,147 77,894,800
State Income Taxes
Federal Deferred Taxes 4,048,063 4,346,477 5,286,443 27,091,426 (3,928,081)
State Deferred Taxes
Invest Tax Credit (6,173,221) (5,465,406) (5,149,860) (5,149,860) (5,150,000)
Taxes (below the line) (1,157,000) (1,006,000) (538,000) 203,000 1,436,000
Plus Fixed Charges 80,308,152 79,144,240 80,945,337 76,346,348 79,380,098
Total Earnings $290,780,518 $238,056,693 $266,823,773 $272,405,063 $274,888,942
Fixed Charges:
Long-term debt interest $ 70,149,325 $ 71,229,786 $ 70,489,577 $ 67,679,872 $ 67,549,226
Amort. Disc & Exp
Amort. of Prem.
Other interest expense 8,847,004 6,304,194 9,518,839 7,907,183 11,365,754
Calculated int on
leased property 1,311,823 1,610,260 936,921 759,293 465,118
Total Fixed Charges $ 80,308,152 $ 79,144,240 $ 80,945,337 $ 76,346,348 $ 79,380,098
------------ ------------ ------------ ------------ ------------
Ratio of Earnings to Fixed Charges 3.62 3.01 3.30 3.57 3.46
------------ ------------ ------------ ------------ ------------
</TABLE>
<PAGE>
Exhibit 23.01
CONSENT
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our reports dated
January 24, 1996, included in the Oklahoma Gas and Electric Company Form 10-K
for the year ended December 31, 1995 and to all references to our Firm
included in this Registration Statement.
ARTHUR ANDERSEN LLP
Oklahoma City, Oklahoma
April 4, 1996
<PAGE>
Exhibit 23.01
CONSENT
We hereby consent to the use of our name in the Registration Statement,
including the accompanying Prospectus, of Oklahoma Gas and Electric Company
to be filed with the Securities and Exchange Commission and to which this
consent is filed as an Exhibit and to the use of our opinion filed as Exhibit
5.01 to the Registration Statement.
RAINEY, ROSS, RICE & BINNS
By: /s/ Hugh D. Rice
-----------------
April 5, 1996
<PAGE>
Exhibit 23.01
CONSENT
We hereby consent to the use of our name in the Registration Statement,
including the accompanying Prospectus, of Oklahoma Gas and Electric Company
to be filed with the Securities and Exchange Commission and to which this
consent is filed as an Exhibit. The statement made in said Registration
Statement that purports to be made or based upon our opinion correctly sets
forth our opinion on such matter.
CHISENHALL, NESTRUD & JULIAN, P.A.
April 5, 1996
<PAGE>
Exhibit 23.01
CONSENT
We hereby consent to the use of our name in the Registration Statement,
including the accompanying Prospectus, of Oklahoma Gas and Electric Company
to be filed with the Securities and Exchange Commission and to which this
consent is filed as an Exhibit.
GARDNER, CARTON & DOUGLAS
April 5, 1996
<PAGE>
EXHIBIT 24.01
POWER OF ATTORNEY
WHEREAS, OKLAHOMA GAS AND ELECTRIC COMPANY, an Oklahoma corporation
(herein referred to as the "Company") is to file with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, a Registration Statement relating to the issuance of and sale of not
more than $300,000,000 principal amount of Senior Notes (and First Mortgage
Bonds to secure such Senior Notes) (herein, the "Registration Statement"), and
WHEREAS, each of the undersigned holds the office or offices in the
Company herein below set opposite his name, respectively:
NOW, THEREFORE, each of the undersigned hereby constitutes and appoints
J.G. HARLOW, JR., A.M. STRECKER AND D.L. YOUNG, and each of them
individually, his attorney, with full power to act for him and in his name
place and stead, to sign his name in the capacity or capacities set forth
below to the Registration Statement relating to the issuance of and sale of
not more than $300,000,000 principal amount of Senior Notes (and First
Mortgage Bonds to secure such Senior Notes) and to any and all amendments
(including post-effective amendments) to such Registration Statement and
hereby ratifies and confirms all that said attorney may or shall lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands this
5th day of April 1996.
J.G. Harlow, Jr. /s/ J.G. Harlow, Jr.
Chairman, Principal Executive ___________________________
Officer and Director
Herbert H. Champlin /s/ Herbert H. Champlin
Director ___________________________
William E. Durrett /s/ William E. Durrett
Director ___________________________
Martha W. Griffin /s/ Martha W. Griffin
Director ___________________________
Hugh L. Hembree, III /s/ Hugh L. Hembree
Director ___________________________
Robert Kelley /s/ Robert Kelley
Director ___________________________
Steven E. Moore /s/ Steven E. Moore
President and Director ___________________________
Bill Swisher /s/ Bill Swisher
Director ___________________________
Ronald H. White, M.D. /s/ Ronald H. White
Director ___________________________
A.M. Strecker /s/ A.M. Strecker
Principal Financial Officer ___________________________
D.L. Young /s/ D.L. Young
Principal Accounting Officer ___________________________
STATE OF OKLAHOMA )
)SS
COUNTY OF OKLAHOMA)
On the date indicated above, me Shirley Kay Phinney, a Notary Public in
and for said County and State, personally appeared the above named directors
and officers of OKLAHOMA GAS AND ELECTRIC COMPANY, an Oklahoma corporation,
and known to me to be the persons whose names are subscribed to the foregoing
instrument, and they severally acknowledged to me that they executed the same
as their own free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal on the 5th day of April 1996.
/s/ Shirley Kay Phinney
________________________________________________________________
Notary Public in and for the County of Oklahoma State of Oklahoma
My Commission Expires:
<PAGE>
EXHIBIT 25.01
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
BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA
- --------------------------------------------------------------------------------
(Exact name of Trustee as specified in its charter)
- ----------------------------------- 73-1280339
(State of incorporation (I.R.S. Employer Identification No.)
if not a National Bank)
211 North Robinson
11th Floor North Tower
Oklahoma City, Oklahoma 73102
(Address of Trustee's principal executive offices) (Zip Code)
OKLAHOMA GAS AND ELECTRIC COMPANY
- --------------------------------------------------------------------------------
(Exact name of Obligor as specified in its charter)
OKLAHOMA 73-0382390
- ----------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
- --------------------------------------------------------------------------------
(Exact name of Obligor as specified in its charter)
- ----------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
101 North Robinson
P.O. Box 321
Oklahoma City, Oklahoma 73101
- ----------------------------------- ------------------------------------
(Address of principal executive officers) (Zip Code)
SENIOR NOTES
- --------------------------------------------------------------------------------
(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.
Office of Comptroller of Currency
250 E. St. S.W.
Washington, D.C. 20219
FDIC
550 17th St. N.W.
Washington, D.C. 20429
Federal Reserve Bank
20th St. & Constitution Ave., N.W.
Washington, D.C. 20551
To determine compliance with the Bank Holding Company Act of 1956, as
amended, and regulations thereunder.
Board of Governors
Federal Reserve System
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes
Item 2. Affiliations with Obligor and Underwriters.
If the obligor or any underwriter for the obligor is an affiliate of the
trustee, describe each such affiliation.
None
Item 16. List below all exhibits filed as a part of this statement of
eligibility and qualifications.
-Exhibit 1. A copy of articles of association of the trustee
as now in effect.
-Exhibit 2. A copy of the existing by-laws of the trustee.
-Exhibit 3. Certification.
-Exhibit 4. The consents of the trustee required by
Section 321(b) of the Act.
-Exhibit 5. A copy of the latest report of condition of the
trustee published pursuant to the law or the
requirements of its supervising or examining
authority.
<PAGE>
-3-
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Boatmen's First National Bank of Oklahoma, a corporation organized and
existing under the laws of Oklahoma, has duly caused this statement of
eligibility and qualifications to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Oklahoma City, and State of
Oklahoma on the 29th day of March, 1996.
BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA
TRUSTEE
By: /s/ Sue Shipman
--------------------------------------
Sue Shipman
Vice President
<PAGE>
Exhibit 1
BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA
AMENDED ARTICLES OF ASSOCIATION
For the purpose of organizing an association to carry on the business of banking
under the laws of the United States, the undersigned do enter into the following
articles of association:
FIRST. The title of this association shall be Boatmen's First National Bank
of Oklahoma.
SECOND. The main office of the association shall be in Oklahoma City, county
of Oklahoma, state of Oklahoma. The general business of the association shall
be conducted at its main office and its branches.
THIRD. The board of directors of this association shall consist of not less
than five nor more than twenty-five shareholders, the exact number to be fixed
and determined from time to time by resolution of a majority of the full board
of directors or by resolution of the shareholders at any annual or special
meeting thereof. Each director, during the full term of his or her
directorship, shall own a minimum of $1,000 aggregate par value of stock of this
association or a minimum par market value or equity interest of $1,000 of stock
in the bank holding company controlling this association. Any vacancy in the
board of directors may be filled by action of the board of directors.
FOURTH. There shall be an annual meeting of the shareholders to elect directors
and transact whatever other business may be brought before the meeting. It
shall be held at the main office or any other convenient place the board of
directors may designate, on the day of each year specified therefore in the
bylaws, but if no election is held on that day, it may be held on any subsequent
day according to such lawful rules as may be prescribed by the board of
directors.
Nominations for election to the board of directors may be made by the board of
directors or by any stockholder of any outstanding class of capital stock of the
bank entitled to vote for election of directors. Nominations other than those
made by or on behalf of the existing bank management shall be made in writing
and be delivered or mailed to the president of the bank and to the Comptroller
of the Currency, Washington, D.C., not less than 14 days nor more than 50 days
prior to any meeting of shareholders called for the election of directors,
PROVIDED, HOWEVER, that if less than 21 days notice of the meeting is given to
shareholders, such nominations shall be mailed or delivered to the president of
the bank and to the Comptroller of the Currency not later than the close of
business on the seventh day following the day on which the notice of meeting was
mailed. Such notification shall contain the following information to the extent
known to the notifying shareholder:
<PAGE>
-The name and address of each proposed nominee.
-The principal occupation of each proposed nominee.
-The total number of shares of capital stock of the bank that will be voted
for each proposed nominee.
-The name and residence address of the notifying shareholder.
-The number of shares of capital stock of the bank owned by the notifying
shareholder. Nominations not made in accordance herewith may, in his/her
discretion, be disregarded by the chairperson of the meeting, and upon
his/her instructions, the vote tellers may disregard all votes cast for
each such nominee.
FIFTH. The authorized amount of capital stock of this association shall be
4,000,000 shares of common stock of the par value of Five Dollars ($5.00) each
and 733,000 shares of limited participating Preferred Stock of the par value of
One Cent ($.O1) each; but said capital stock may be increased or decreased from
time to time, according to the provisions of the laws of the United States.
The 733,000 shares of limited participating Preferred Stock of the par value of
one cent ($.O1) each (the "Preferred Stock") shall have the rights,
designations, preferences, qualifications, privileges, limitations and
restrictions as follows:
(a) DIVIDENDS AND DISTRIBUTIONS. All of the issue of the Preferred
Stock shall only be entitled to receive a dividend payable in cash in an
amount equal to fifty percent (50%) of the "Income" (as defined in
subparagraph (i) below) of the association in excess of eighty (80) basis
points "Return On Assets" (as defined in subparagraph (ii) below) of the
association calculated on the basis of the daily average assets for each
"Fiscal Year" (as defined below in this paragraph (a)). Such
determination shall be reviewed by an independent firm of certified public
accountants of recognized national standing and the results of such review
shall be certified as correct by the chief financial officer of the
association. The Income of the association shall be calculated on an
annual basis for the following periods: July 15, 1986 through June 30,
1987; July 1, 1987 through June 30, 1988; July 1, 1988 through June 30,
1989; July 1, 1989 through June 30, 1990; and July 1, 1990 through June 30,
1991 (each such period being referred to herein as a "Fiscal Year").
Except as provided in paragraph (h) of this Article FIFTH, the dividends
payable on the Preferred stock, if any, shall be paid on each September 30
from 1987 to and including 1991, provided that if any such date is not a
business day, payment shall be made on the first business day following any
such date. Accrued but unpaid dividends shall not bear interest.
<PAGE>
For purposes of this paragraph (a) only:
(i) Income of the association shall be determined in accordance with
the Instructions for Preparation of Consolidated Reports of Condition
and Income (FFIEC 032), as reflected by line 10 of the Consolidated
Report of Income, "Income (loss) before extraordinary items and other
adjustments," provided that such calculation of Income shall not
include (w) accretion of any negative intangible, (x) proceeds from
the sale of the Preferred Stock to the FDIC, (y) line 6 of such
report, "Gains (losses) on Securities not held in trading accounts"
net of applicable income taxes and (z) line 4a of such report,
"Provision for loan and lease losses" net of applicable income taxes,
in excess of an amount equal to a provision for loan losses sufficient
to maintain a loan loss reserve at each Fiscal Year-end equivalent to
one and one-half percent (1.5%) of the daily average loans and leases
of the association.
(ii) Return on Assets of the association shall be equal to the
quotient of Income divided by the amount of the daily average assets
of the association.
(b) TRANSFERABILITY. Neither record nor beneficial ownership of the
Preferred Stock shall be transferable without the prior written consent of
the association.
(c) VOTING RIGHTS. The Preferred Stock shall not have any voting
rights, except as provided in paragraph (9) of this Article FIFTH.
(d) REACQUIRED SHARES. Any shares of the Preferred Stock purchased or
otherwise acquired by the association in any manner whatsoever shall be
retired and cancelled promptly after the acquisition thereof.
(e) LIQUIDATION, DISSOLUTION OR WINDING-UP. In the event of any voluntary
or involuntary liquidation, dissolution or winding-up of the association,
the holders of the Preferred Stock shall be entitled to receive, from the
assets of the association available for distribution to shareholders,
amounts in cash equal to the aggregate par value per share plus all
dividends accrued but unpaid thereon to the date payment is made available,
before any distribution is made to holders of the common stock of the
association or to any other class of stock of the association ranking
junior to the Preferred Stock in respect of distributions upon liquidation,
dissolution or winding-up. If the assets available for distribution in
any such event shall be insufficient to permit payment of the full
preferential amount to all holders of the Preferred Stock, then
distribution shall be made ratably among such holders.
<PAGE>
(f) CONSOLIDATION, MERGER, ETC. In case the association shall enter into
any consolidation, merger, combination or other transaction in which the
common stock of the association is exchanged for or changed into other
stock or securities, cash and/or any other property of any other
corporation, then the holders of the Preferred Stock shall have the right
to receive in substitution of the Preferred Stock preferred stock of such
corporation containing the same terms and conditions as the Preferred
Stock, except that the dividend payable on such substituted Preferred Stock
shall equal an amount calculated in accordance with paragraph (a) of this
Article FIFTH (with the surviving entity of such consolidation, merger,
combination or other transaction being deemed the association for all
purposes thereof) multiplied by a fraction, the numerator of which shall be
the assets of the association as of its last calendar year-end as shown on
its audited balance sheet and the denominator of which shall be the assets
of the surviving entity (on a pro forma basis) as of the date the
consolidation, merger, combination or other transaction is consummated.
The merger or consolidation of the association into or with any other
corporation or the merger of any other corporation into it, or the sale,
lease or conveyance of all or substantially all the property or business of
the association, shall not be deemed to be a liquidation, dissolution or
winding-up of the association for purposes of paragraph (e) of this Article
FIFTH.
(g) CONSENT TO CERTAIN CORPORATE ACTIONS. The association shall not,
without the prior consent (in addition to any other vote or consent
required by law, contract or otherwise) of the holders of two-thirds of the
outstanding shares of the Preferred Stock voting as a class in person or by
proxy in writing or at a special meeting called for the purpose, amend,
alter or repeal this Article FIFTH or the Bylaws of the association, or
file any directors' resolutions containing, in either case, any provision
which affects the privileges, designations, preferences or rights or the
qualifications, limitations or restrictions of the preferred Stock.
(h) REDEMPTION. All of the issue of the Preferred Stock shall be redeemed
by the association in cash within fifteen business days following June
30, 1991 at a redemption price equal in amount to the aggregate par value
per share plus all dividends accrued but unpaid thereon to the date payment
is made.
SIXTH. The board of directors shall appoint one of its members president of
this association, who shall be chairperson of the board, unless the board
appoints another director to be the chairperson. The board of directors
shall have the power to appoint one or more vice presidents; and to appoint a
cashier and such other officers and employees as may be required to transact the
business of this association.
<PAGE>
The board of directors shall have the power to:
-Define the duties of the officers and employees of the association.
-Fix the salaries to be paid to the officers and employees.
-Dismiss officers and employees.
-Require bonds from officers and employees and to fix the penalty thereof.
-Regulate the manner in which any increase of the capital of the
association shall be made.
-Manage and administer the business and affairs of the association.
-Make all bylaws that it may be lawful for the board to make.
-Generally to perform all acts that are legal for a board of directors to
perform.
SEVENTH. The board of directors shall have the power to change the location
of the main office to any other place within the limits of Oklahoma City,
without the approval of the shareholders, and shall have the power to establish
or change the location of any branch or branches of the association of any other
location, without the approval of the shareholders.
EIGHTH. The corporate existence of this association shall continue until
terminated according to the laws of the United States.
NINTH. The board of directors of this association, or any one (1) or more
shareholders owning, in the aggregate, not less than five percent (5%) of the
stock of this association, may call a special meeting of shareholders at any
time. Unless otherwise provided by the laws of the United States, a notice of
the time, place and purpose of every annual and special meeting of the
shareholders shall be given by first-class mail, postage prepaid, mailed at
least 10 days prior to the date of the meeting to each shareholder of record at
his address as shown upon the books of this association.
TENTH (a) RIGHT TO INDEMNIFICATION. Each person who was or is made a party or
is threatened to be made a party to or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, or is or was a director or
officer of the Association or is or was serving at the request of the
Association as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise, including service
with respect to
<PAGE>
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Association to the fullest extent
authorized by the Delaware General Corporation Law (as if the Association had
been incorporated as a Delaware corporation), as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Association to provide broader indemnification
rights that such law permitted the Association to provide prior to such
amendment), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; PROVIDED, HOWEVER, that, except
as provided in paragraph (b) hereof with respect to proceedings to enforce
rights to indemnification, the Association shall indemnify any such person in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of Directors of
the Association. The right to indemnification conferred in this section shall
be a contract right and shall include the right to be paid by the Association
the expenses incurred in defending any such proceeding in advance of its final
disposition; PROVIDED, HOWEVER, that if the Delaware General Corporation Law
(had the Association been incorporated as a Delaware corporation) requires, the
payment of such expenses incurred by a director or officer in his or her
capacity in which service was or is rendered by such director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to
the Association of an undertaking, by or on behalf of such director or officer
to repay all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal that such
director or officer is not entitled to be indemnified for such expenses under
this section or otherwise. The Association may, by action of its Board of
Directors, provide indemnification to employees and agents of the Association
with the same scope and effect as the foregoing indemnification of directors and
officers. NOTWITHSTANDING THE FOREGOING, no person shall be indemnified
hereunder by the Association against expenses, penalties, or other payments
incurred in an administrative proceeding or action (instituted by an appropriate
bank regulatory agency) which proceeding or action results in a final order
assessing civil money penalties or requiring affirmative action by an individual
or individuals in the form of payments to the Association.
(b) RIGHT OF CLAIMANT TO BRING SUIT. If a claim under paragraph (a) of
this section is not paid in full by the Association within thirty (30) days
after a written claim has been received by the Association, the claimant may at
any time
<PAGE>
thereafter bring suit against the Association to recover the unpaid amount of
the claim and if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting or defending such claim. It shall be
a defense to any such action (other than an action brought to enforce a claim
for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any, has been tendered to the
Association) that the claimant has not met the standards of conduct which make
it permissible under the Delaware General Corporation Law (had the Association
been incorporated as a Delaware corporation) for the Association to indemnify
the claimant for the amount claimed, but the burden of proving such defense
shall be on the Association. Neither the failure of the Association (including
its Board of Directors, independent legal counsel, or its stockholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable standards of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the Association (including its
Board of Directors, independent legal counsel, or its stockholders) that the
claimant has not met such applicable standard of conduct, shall create a
presumption that the claimant has not met such applicable standard of conduct.
(c) NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this section shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Articles of Association, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.
(d) INSURANCE. The Association may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Association
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Association
would have had the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law (had the
Association been incorporated as a Delaware corporation); PROVIDED, HOWEVER,
that no such insurance shall protect directors, officers or employees against
any expense, liability, or loss caused by the issuance of a formal order by an
appropriate bank regulatory agency assessing civil money penalties against a
bank director or employee.
ELEVENTH. These articles of association may be amended at any regular or special
meeting of the shareholders by the affirmative vote of the holders of a majority
of the stock of this association, unless the vote of the holders of a greater
amount of stock is required by law, and in that case by the vote of the holders
of such greater amount.
<PAGE>
These Articles of Association supersede all prior Articles of Association
and to this end all prior Articles of Association are hereby repealed.
The foregoing is a true and correct copy of the Articles of Association of
Boatmen's First National Bank of Oklahoma as amended as of this date, July 25,
1991.
<PAGE>
EXHIBIT 0 TO THE MINUTES OF SPECIAL MEETING
OF THE BOARD OF DIRECTORS OF
FIRST INTERSTATE BANK OF OKLAHOMA CITY, N.A.
HELD JULY 15, 1986
WHEREAS, the Bank may be asked to enter into agreements and accept judicial
appointments under which the Bank would act as executor, administrator, trustee,
guardian, receiver, agent or custodian; and
WHEREAS, the Board has determined it to be in the best interest of the Bank
to accept such appointments and to authorize officers of the Bank to act on
behalf of the Bank regarding said appointments.
THEREFORE BE IT RESOLVED, by the Board of Directors of First Interstate
Bank of Oklahoma City, N.A. ("this Bank") that the Chairman of the Board, Vice
Chairman, President, Executive Vice Presidents, Executive Vice President and
Trust Officer, Senior Vice Presidents, Senior Vice President and Trust Officers,
Vice Presidents, Vice President and Trust Officers, Assistant Vice Presidents
and Assistant Vice Presidents and Trust Officers, be, and each of them is hereby
severally authorized, on behalf of this Association, to enter into agreements
and accept judicial appointments under which this Association shall act as
executor, administrator, trustee, guardian, receiver, agent, custodian or in
such other capacity as permitted by law, to do any and all acts reasonably or
apparently necessary in the performance of such functions, and to execute any
and all written instruments in the assumption or performance of said functions,
which instruments may be attested to by any of the above-named officers, any
Trust Officer (whether or not bearing that title in addition to any other
title), the Secretary to the Board of Directors, the Cashier, or any Assistant
Cashier, and that all acts heretofore done by said respective officers in the
premises, are ratified and confirmed.
RESOLVED FURTHER, that any Trust Officer (whether or not bearing that title
in addition to any other title) be and is hereby authorized, on behalf of this
Bank, to guaranty signatures, attest the signatures) of other officers of this
Bank, to certify copies of these resolutions and the incumbency of officers of
this Bank, and to perform such other clerical and ministerial acts and to
execute instruments necessary or incidental thereto including, but not limited
to the execution of drafts, checks, oil and gas division orders, transfer
orders, surface property leases and assignments, bills of sale of personal
property, operating agreements, promissory notes, and other such contracts.
<PAGE>
COMPTROLLER OF THE CURRENCY
TREASURY DEPARTMENT OF THE UNITED STATES
WASHINGTON, D.C.
WHEREAS, FIRST INTERSTATE BANK OF OKLAHOMA , NATIONAL ASSOCIATION, LOCATED
IN OKLAHOMA CITY, STATE OF OKLAHOMA, BEING A NATIONAL BANKING ASSOCIATION,
ORGANIZED UNDER THE STATUTES OF THE UNITED STATES, HAS MADE APPLICATION FOR
AUTHORITY TO ACT AS FIDUCIARY;
AND WHEREAS, APPLICABLE PROVISIONS OF THE STATUTES OF THE UNITED STATES
AUTHORIZE THE GRANT OF SUCH AUTHORITY;
NOW THEREFORE, I HEREBY CERTIFY THAT THE NECESSARY APPROVAL HAS BEEN GIVEN
AND THAT THE SAID ASSOCIATION IS AUTHORIZED TO ACT IN ALL FIDUCIARY CAPACITIES
PERMITTED BY SUCH STATUTES.
IN TESTIMONY WHEREOF, WITNESS MY
SIGNATURE AND SEAL OF OFFICE THIS
FOURTEENTH DAY OF JULY, 1986.
[SEAL]
/s/ ROBERT L. CLARKE
ROBERT L. CLARKE
COMPTROLLER OF THE CURRENCY
CHARTER NO. 21296
<PAGE>
Exhibit 2
BYLAWS OF
BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA
ARTICLE I
MEETINGS OF SHAREHOLDER(S)
Section 1. ANNUAL MEETING. The annual meeting of the shareholders of
this Association for the election of directors and for the transaction of such
other business as may come before its meeting shall be held at its banking house
or such other places as the Board of Directors may designate, on the fourth
Tuesday of March of each year. Notice of such meeting shall be mailed at least
ten days prior to the date thereof, addressed to each shareholder at his or her
address appearing on the books of the Association; but any failure to mail such
notice or any irregularity therein shall not affect the validity of such meeting
or of any of the proceedings thereat. If, for any cause, an election of
directors is not held on said day, the Board of Directors shall order the
election to be held on some subsequent day, as soon thereafter as practicable;
and notice thereof shall be given in the manner provided by the National Bank
Act.
Section 2. SPECIAL MEETINGS. The Secretary shall call a special meeting
of the shareholders, at any time, upon the order of the Board of Directors, or
any shareholder, owning in the aggregate not less than 10% of the stock of the
Association. Unless otherwise required by law, notice of any special meeting
shall be sufficient if mailed not less than ten days before the meeting, to each
shareholder at his or her address appearing on the books of the bank. The notice
shall state the time, place and purpose of the meeting.
Section 3. JUDGES OF ELECTION. Every election of directors at an annual
meeting shall be managed by three judges who shall be appointed by the Board of
Directors prior to said annual meeting. The Board may appoint any necessary
substitutes. The judges shall conduct the election and after the election they
shall file with the Secretary a certificate under their hands, certifying the
result thereof and the names of the directors elected.
Section 4. QUORUM. A majority of the shares of the outstanding capital
stock entitled to vote, represented in person or by proxy, shall constitute a
quorum at any meeting of the shareholders unless otherwise provided by law; but
less than a quorum may adjourn any meeting, from time to time, and the meeting
may be held, as adjourned, without further notice. A majority of the votes cast
shall decide every matter submitted to the shareholders at any meeting unless
otherwise provided by law.
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Section 5. NOMINATION OF DIRECTORS. Nomination for election to the Board
of Directors may he made by the Board of Directors or by any shareholder of any
outstanding class of capital stock of the Association entitled to vote for the
election of directors. Nominations, other than those made by or on behalf of
the existing management of the Association, shall be made in writing and shall
be delivered or mailed to the President of the Association and to the
Comptroller of the Currency, Washington, D. C., not less than 14 days nor more
than 50 days prior to any meeting of the shareholder(s) called for the election
of directors; provided, however, that if less than 21 days' notice of the
meeting is given to the shareholder(s), such nomination shall be mailed or
delivered to the President of the Association and to the Comptroller of the
Currency not later than the close of business on the seventh day following
the day on which the notice of meeting was mailed. Nominations not made in
accordance herewith may, in his or her discretion, be disregarded by the
Chairman of the meeting, and upon his or her instructions, the judges of
election may disregard all votes cast for each such nominee.
ARTICLE 2
DIRECTORS
Section 1. NUMBER. The Board of Directors, hereinafter referred to as
the Board, shall be composed of not less than five nor more than twenty
members. The number of directors to be elected each year at the annual
meeting of shareholders shall be determined by a vote of the shareholder(s)
at such meeting.
Section 2. QUALIFICATION, ELECTION AND TERM OF OFFICE. Directors shall
hold qualifying shares of stock of a value meeting the requirements of the
National Bank Act and regulations promulgated pursuant thereto. Directors shall
be elected at the annual shareholder's(s') meeting or at any special
shareholder's(s') meeting, or by the Board to fill vacancies, as provided by law
or by these Bylaws, except that no person shall be nominated who shall have
attained the age of 72 on or before the meeting at which directors are to be
elected, or, who does not have a business or civic activity involving
substantial time and executive responsibility.
Each director shall take and subscribe his or her oath of office in form
and manner required by law before entering upon his or her duties of such
director. At each annual election each director shall be elected to hold office
for one year and until his or her successor is elected and has qualified, or
until his or her death, or until he or she shall resign or shall have become
disqualified or shall have been removed from office. Any director who fails to
own qualifying stock in the amount and manner provided by the National Bank Act
and regulations promulgated pursuant
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thereto shall be disqualified and, without the necessity of any formal
resignation, shall cease to be a director, provided that no action of the Board,
based upon the vote or written consent of such disqualified director, shall be
invalidated by reason of such disqualification until notice of such
disqualification shall have been served upon or come to the attention of the
Board.
A maximum of sixteen outside directors, not employed by the Association,
may be elected to the Board and each shall be eligible to serve an eight-year
term; provided, however, each shall be required to stand for annual re-election.
These eight year terms shall be staggered to require the election of at least
two new outside directors annually. Any outside director who has served an
eight-year term or, in filling a vacancy, completed an eight-year term of
another person, is not eligible for re-election to the Board for a period of two
years.
A maximum of four inside directors, officers of the Association, may be
elected to the Board. Each shall not be subject to eight-year terms but each
shall be required to stand for annual re-election. Officers of this Association
who are otherwise qualified may be elected to the Board.
Section 3. ORGANIZATION MEETING. The Secretary, upon receiving the
certificate of the judges of the result of the election, shall cause the same to
be recorded in the minute book of the Association and shall announce the names
of those elected, and the meeting for the organization of the Board shall take
place at the banking house immediately after the adjournment of the
shareholder's(s') meeting. If, at the time fixed for the meeting of the
directors-elect, there shall not be a quorum present, the members present may
adjourn from time to time until a quorum is obtained. The first order of
business shall be to ascertain that the directors present have taken the oath of
office as prescribed by law.
Section 4. REGULAR MEETINGS. The Board shall hold a regular meeting at the
banking house, without notice on the fourth Thursday of every other month
beginning in January at such hour as the Board may see fit. Should the day
appointed for the regular meeting fall on a legal holiday or if the meeting
cannot be held for any reason, the meeting shall be held at the same time on the
next business day, or on such day and at such time as the Chairman of the Board
may direct.
Section 5. SPECIAL MEETING. Special meetings of the Board may be called
at any time by the Chairman of the Board. The Secretary shall call a special
meeting of the Board upon the written request of at least three directors.
Notice of such meeting shall be received by mail, or given in person or by
telephone, not less than twelve hours before the time set for the meeting.
Members of the Board may participate in such special
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meetings through use of conference telephone or similar communications
equipment, so long as all members participating in such meetings can hear one
another.
Section 6. SPECIAL ACTION BY THE BOARD. Any action required or permitted
to be taken at any meeting of the Board, or of any committee thereof may be
taken without a meeting if all members of the Board or committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the Board or committee.
Section 7. QUORUM. A majority of the directors shall constitute a quorum
at any meeting, except when otherwise provided by law; but a lesser number may
adjourn any meeting, from time to time, and the meeting may be resumed from
point of adjournment, without further notice if a quorum is present.
Section B. RETIREMENT OF DIRECTORS. A director shall not be eligible for
re-election at the annual meeting of shareholder(s) if the director has reached
his or her 72nd birthday, or if the director has retired from his or her
principal business association and not replaced it with a business or civic
activity involving substantial time and executive responsibility. Further, an
inside director shall retire from the Board at the time he or she retires from
active service with the Association.
Section 9. RESIGNATIONS AND REMOVAL. Any director may resign from the
board at any time by giving written notice to the Chairman of the Board or the
Secretary of the Association, and unless specified therein, the acceptance of
such resignation shall not be necessary to make it effective. Any director may
be removed as a director by a vote of at least 3/4 of the whole number of
directors; however, no director shall be removed until he or she has first had
notice of intent to remove him or her, which notice shall set forth in
reasonable detail the reasons for removal, and given an opportunity to be heard
with respect to such reasons at a meeting of the Board duly called for such
purpose.
Notwithstanding anything else contained in this Section 8, a director shall
be automatically removed from the board and an immediate vacancy shall be
created with no action being required by any board member, upon the occurrence
of one of the following events:
1. Criminal conviction of or pleas of guilty or nolo contendere being
entered by any board member for (i) an offense constituting a felony
under any federal or state law, or (ii) any other crime involving
dishonesty or breach of trust;
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2. Non-attendance by any director of fifty percent (50%) or more of the
regular meetings, as described in Section 4 of Article; and
3. Failure to meet the qualifications for a director pursuant to 12
U.S.C. Section 72 and amendments thereto.
Section 10. VACANCIES. When any vacancy occurs among the directors, the
remaining members of the Board may at any regular or special meeting appoint a
director to fill such vacancy. The eligibility of the appointed director for
re-election shall be the same as his or her predecessor as established by
Section 2 of this Article.
Section 11. DIRECTORS' FEES. Fees shall be paid to each outside director
as a retainer and for attendance of any meeting of the Board or a Committee of
the Board. The amount shall be set by the Board.
Section 12. RULES. The Board shall observe the following rules in its
meetings, except when the same or any of them may be suspended by unanimous
consent of the directors present constituting a majority of the entire Board:
1. All questions on order shall be decided by the Chairman, subject to an
appeal to the Board of Directors.
2. The Chairman shall not be entitled to vote on any question except in
the event of a tie.
3. If it is requested by any director present, prior to the submission of
any motion for vote, the affirmative, negative and abstaining votes of
each director shall be recorded in the minutes.
4. No director shall be required to give his reasons for any vote.
5. Any director personally interested in any business shall abstain from
voting thereon and such director shall withdraw from the meetings of
the Board when it is taken up for consideration if so requested by the
presiding officer or any other director.
6. The proceedings of the Board shall be confidential.
Section 13. ADVISORY DIRECTORS. The Board or the shareholder(s) may
elect, for one year terms, not more than two advisory directors. Except for the
power to vote, advisory directors shall be entitled to all the rights and
privileges of other directors. Their presence at or absence from a meeting
shall not be taken into account in the determination of a quorum.
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Advisory directors may be more than 72 years of age and need not be actively
involved in either a business or a civic activity. The provisions of
Section 8 of this Article 2 shall also be applicable to advisory directors.
Duties of advisory directors shall be established in each instance by the
Executive Committee or, at the discretion of that committee, by the Chairman of
the Board.
Section 14. BOARD'S SECRETARY. The Board shall elect or the Chairman
shall appoint a Secretary to the Board, who shall cause proceedings of the Board
to be reduced to writing and placed in the Association's records.
ARTICLE 3
COMMITTEES OF THE BOARD
Section 1. EXECUTIVE COMMITTEE. During the intervals between the meetings
of the Board the general authority of the Board shall be vested in the Executive
Committee. Subject to the review of its actions by the Board, the Executive
Committee shall decide questions of corporate policy, except that it shall have
no power or authority as to the following:
1. The adoption, amendment, or repeal of the Bylaws;
2. The declaration of dividends; and
3. Any other action proscribed by law or by ruling of a regulatory
authority.
The Board shall designate at least five, but no more than seven, of its
number as an Executive Committee which may meet at stated times or on notice to
all by any of its number. However, if the total number of directors is ten or
less, the number of directors on the Executive Committee may be designated by
the Board, but in no event less than three. The Chairman of the Board shall be
a member and Chairman of the Executive Committee. Other officers who serve as
directors may also be members, but not in numbers sufficient to constitute a
quorum of the full committee.
A majority of all members of the Executive Committee shall constitute a
quorum for the transaction of business. The act of a majority of the members
present at any meeting at which there is a quorum shall be the act of such
committee.
In the absence or disqualification of any member of the Executive
Committee, absent objection by any qualified member or members thereof present
at any meeting, whether or not a quorum has been constituted, the Chairman of
the Executive Committee may
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invite another member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member.
The Executive Committee shall provide supervision to the lending function
of the Association. This supervision shall include:
1. Assuring compliance with and approving changes to the Association's
Loan Policy;
2. Reviewing all credits which have been granted by the Association,
since the last meeting of the Executive Committee, which are in excess
of the amount specified in the Loan Policy for loans of a particular
credit grade.
The Chairman of the Executive Committee is authorized to appoint a
Secretary, who need not be a member of the Board and such other officers as it
may deem necessary or advisable and may make such rules and regulation as it
shall deem necessary or advisable, consistent with these Bylaws and
resolutions of the Board.
The Executive Committee shall meet at least ten times each year and shall
keep true and correct minutes of all meetings. Copies of such minutes shall be
filed with the Board.
Section 2. AUDIT COMMITTEE. The Board shall appoint an Audit Committee
consisting of a minimum of two directors, all of whom shall be outside
directors. The Audit Committee shall be responsible to ensure that the
Association has a strategic audit plan and an efficient and effective audit
program, consistent with generally accepted auditing standards. The strategic
audit plan and the audit program shall contribute to the goals and objectives of
the Association. The Audit Committee shall also fulfill the responsibilities
of the Trust Audit Committee as prescribed by regulatory authorities. The Audit
Committee shall have authority to employ such assistance in the performance of
its duties as it may deem necessary.
The Audit Committee shall provide supervision to the Internal Audit
Department. This supervision shall include:
1. Assuring compliance and approving changes to the Association's Audit
Policy;
2. Ensuring Internal Audit's independence to freely conduct auditing
without management interference;
3. Reviewing results of Internal Audit activities, including:
a. Action taken by bank management on internal audit
recommendations;
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b. Reports of compliance audits regarding the Association's Code of
Conduct; and
c. Reports of defalcations made to regulatory authorities.
4. Reviewing the adequacy of the Internal Audit's expense budget and
objectives.
The Audit Committee shall report significant audit matters on a timely
basis to the Board. All reports of internal audits and reports of audits and
examinations by outside auditors, regulatory authorities, or First Interstate
Bancorp, together with action taken thereon, shall be reviewed by the Audit
Committee, with such review noted in the minutes of the Committee.
The Audit Committee shall meet at least five times each year and shall keep
true and correct minutes of all meetings. Copies of such minutes shall be filed
with the Board.
The Audit Committee shall perform such other duties as the Board or the
Executive Committee may from time to time assign.
Section 3. TRUST COMMITTEE. The Board shall appoint a Trust Committee to
consist of not less than two directors. The Trust Committee shall be
responsible to ensure that the Trust Group properly exercises its fiduciary
powers on behalf of the Association.
The Trust Committee shall provide supervision to the Trust Group. This
supervision shall include:
1. Assuring compliance and approving changes to the Association's Trust
Policy;
2. Ensuring compliance with laws, regulations and rulings that govern the
operations, including:
a. The proper acceptance and relinquishment of fiduciary accounts
and the proper maintenance of written records of all such
accounts;
b. The periodic review of all trust accounts to determine the
advisability of retaining or disposing of the assets held in each
fiduciary account where the Association has investment
responsibilities;
c. The designation, employment, or retention of legal counsel to
pass upon fiduciary matters and to advise the Trust Group; and
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3. Reviewing the adequacy of the Trust Group's budget and objectives.
The Trust Committee shall meet at least five times each year and shall keep
true and correct minutes of all meetings. Copies of such minutes shall be filed
with the Board.
The Trust Committee shall perform such other duties as the Board or the
Executive Committee may from time to time assign.
Section 4. INVESTMENT COMMITTEE. The Board shall appoint an Investment
Committee to consist of not less than two directors. The Investment Committee
shall be responsible to oversee the investment activities of the Investment
Group.
The Investment Committee shall provide supervision to the Investment Group.
This supervision shall include:
1. Assuring compliance with and approving changes to the Association's
Investment Policy;
2. Reviewing reports of investment portfolio transactions;
3. Reviewing both the trading limits and the underwriting risks;
4. Reviewing all new products and services;
5. Reviewing all options, swaps, caps, or other major types of
commitments;
6. Reviewing incentive compensation plans;
7. Reviewing the adequacy of the investment Group's budget and
objectives.
The Investment Committee shall meet at least five times each year and shall
keep true and correct minutes of all meetings. Copies of such minutes shall be
filed with the Board.
The Investment Committee shall perform such other duties as the Board
or the Executive Committee may from time to time assign.
Section 5. COMMUNITY REINVESTMENT ACT OVERSIGHT COMMITTEE. The Board shall
appoint a Community Reinvestment Act Oversight Committee consisting of a minimum
of two directors. The Community Reinvestment Act Oversight Committee shall be
responsible to ensure the Association complies with the provisions of the
Community Reinvestment Act.
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The Community Reinvestment Act oversight Committee shall provide
supervision to the Community Reinvestment Act Committee. This supervision shall
include:
1. Assuring compliance with and approving changes to the Association's
Community Reinvestment Act strategic plan;
2. Review and approval of the Association's Community Reinvestment Act
Statement and Notice;
3. Reporting all Community Reinvestment Act programs and activities of
the Association to the Board of Directors; and
4. Participating in appropriate community activities and functions of the
Association.
The Community Reinvestment Act oversight Committee shall meet at least two
times each year and shall keep true and correct minutes of all meetings.
Copies of such minutes shall be filed with the Board.
The Community Reinvestment Act Oversight Committee shall perform other
duties as the Board or the Executive Committee may from time to time assign.
Section 6. OTHER COMMITTEES. The Board, the Executive Committee or the
Chairman of the Board, may from time to time create and appoint any other
committee or committees, whether composed of directors, officers, or employees,
with such duties, responsibilities, and authority as may be prescribed by the
Board, by the Executive Committee or by the Chairman of the Board.
A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings. The Board, the Executive
Committee, or the Chairman of the Board shall have power to change the members
of any such committee, to fill vacancies and to dissolve any such committee at
any time.
Any committee may appoint one or more sub-committees, of its own members,
to advise with such committee, or to apportion the work of such committee.
Section 7. QUORUM. A majority of all the members of any Committee shall
constitute a quorum for the transaction of business at any meeting. The act of
a majority of the members present at any meeting at which a quorum is present
shall be the act of the Committee.
In the absence of a quorum a majority of the members present, or if only
one member is present, such member, may adjourn any
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meeting to a day certain or from time to time until a quorum is in attendance.
Notice of an adjourned meeting need not be given.
ARTICLE 4
OFFICERS
Section 1. OFFICERS. The officers of the Association may consist of a
Chairman of the Board, a Chief Executive Officer, a Vice Chairman, a President,
a Secretary, a Chief Financial Officer, a General Auditor, and one or more
Executive Vice Presidents, Senior Vice Presidents and Vice Presidents. The
Chairman of the Board shall be elected from members of the Board. More than one
title may be held by one person and not all titles need to be held. The Board
may prescribe the duties of each officer and employee, subject to the provisions
of these Bylaws. The Board may also appoint or authorize the Chairman of the
Board to appoint a Cashier, a Comptroller, and one or more Assistant Vice
Presidents, Assistant Secretaries, Investment Officers, Trust Officers,
Assistant Trust Officers, Audit Officers, Assistant Cashiers and such other
officers as from time to time may appear to the Board to be required or
desirable to transact the business of this Association. Such officers shall
respectively exercise such powers and perform such duties as pertain to their
several offices, or as may be conferred upon, or assigned to, them by the Board
or by the Chairman of the Board.
Section 2. ELECTIONS, APPOINTMENTS AND REMOVALS. The officers shall be
elected by the Board at the annual organizational meeting (the first meeting
after the election of the Board) and shall hold office at the pleasure of the
Board. Other officers, either in addition to or in place of officers elected at
the organizational meeting of the Board, may also be elected by the Board or by
the Executive Committee at any regular or special meeting during the year.
The Chairman of the Board may appoint members of the staff to the titles of
Vice President or any lesser titles which, in the opinion of the Chairman of the
Board, are required or desirable for the purpose of filling vacancies or of
increasing the number of officers, which appointees shall hold office until the
annual organizational meeting of the Board or until their appointment is
terminated by the Chairman of the Board or the Board.
Notwithstanding anything to the contrary contained in these Bylaws, the
authority of the Board of Directors to dismiss officers at pleasure is
delegated, without restriction, to the Chairman of the Board, or to an officer
who shall have been designated by the Chairman of the Board, who are authorized
to remove any officer of equal or lesser corporate title from office, or to
appoint an officer to a corporate title in a lower group than that to which
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the officer was elected by the Board of Directors or the Executive Committee.
Section 3. CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER. The
Chairman of the Board shall be the Chief Executive Officer. The Chairman of the
Board shall be a member of the Board and shall preside as Chairman of the Board
at meetings of the Board and as Chairman at shareholder's(s') meetings. The
Chairman of the Board shall have general executive supervision of the business
and affairs of the Association and shall be an ex officio member of all
committees, except committees on which officers of the Association are
prohibited from serving by the laws of the United States or these Bylaws.
During the temporary absence or inability to act of the Chairman of the
Board, the Vice Chairman or an officer who shall have been designated by the
Chairman of the Board shall perform the duties and have the authority of the
Chairman of the Board. In the absence or disability of such officer and if
another officer shall have not been designated by the Chairman of the Board, an
officer designated by the Board or the Executive Committee shall perform such
duties and have such authority.
Section 4. VICE CHAIRMAN. The Vice Chairman shall perform such duties as
assigned by the Chairman of the Board. The Vice Chairman may preside at
meetings of the Board upon request of the Chairman or in the absence of the
Chairman of the Board. He shall also serve the Association in an advisory
capacity and shall have such other powers and duties as may from time to time be
assigned to him by the Board.
Section 5. PRESIDENT. The President shall perform such duties as assigned
by the Chairman of the Board. The President may preside at meetings of the
Board upon request of the Chairman or, in the absence of the Chairman of the
Board and Vice Chairman. He shall also serve the Association in an advisory
capacity and shall have such other powers and duties as may from time to time be
assigned to him by the Board.
Section 6. EXECUTIVE VICE PRESIDENTS. The Board or the Executive
Committee may elect one or more Executive Vice Presidents, with such
accountabilities, responsibilities, and authority as may be prescribed by the
Chairman of the Board.
In addition to regularly assigned accountabilities and responsibilities,
the Executive Vice Presidents shall serve on such committees, represent the
Association at such meetings and conventions, and perform such other functions
as may be directed by the Chairman of the Board.
Section 7. SENIOR VICE PRESIDENTS. The Board or the Executive Committee
may elect one or more Senior Vice Presidents,
12
<PAGE>
with such accountabilities, responsibilities, and authority as may be prescribed
by the Chairman of the Board or other appropriate senior authority.
In addition to regularly assigned accountabilities and responsibilities,
the Senior Vice Presidents shall serve on such committees, represent the
Association at such meetings and conventions, and perform such other functions
as may be directed by appropriate senior authority.
Section 8. VICE PRESIDENTS. Each Vice President shall have the powers and
duties customarily attaching to such office subject to such limitations as the
Board may prescribe and shall have such other duties and powers as the Board may
designate.
Section 9. SECRETARY. The Secretary shall keep accurate minutes of all
meetings of the shareholders of the Association and shall give notices required
by these Bylaws. He or she shall have custody of the Association's seal,
records, documents and papers unless otherwise provided by the Bylaws or by the
Board, and he or she shall have such other powers and duties as may from time to
time be assigned by the Board including, but not limited to, the duties of the
Cashier.
Section 10. ASSISTANT SECRETARY. The Board may elect an Assistant
Secretary who, in the absence of the Secretary, shall perform the duties of the
Secretary.
Section 11. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall be
responsible for the efficiency of the operating departments of the Association
and it shall be his or her responsibility to maintain an effective control of
the Association's operating expenses. The Chief Financial Officer shall be
responsible through designated supervisors for the effective operations of other
organizational groupings with duties related to the fiscal functions. It shall
be his or her duty to report to the Board or the Executive Committee, when
requested, on any matter pertaining to the general operations of the
Association.
Section 12. COMPTROLLER. Under the direction of the Chairman of the Board
or the Chief Financial Officer, the Comptroller shall have the powers and duties
customarily attached to such office subject to such limitations as the Board may
prescribe and shall have such other duties and powers as the Chairman of the
Board or Chief Financial Officer may designate.
Section 13. GENERAL AUDITOR. The Board shall appoint an Audit Director.
The Audit Director, with the concurrence of the Audit Committee, shall
develop and implement a strategic audit plan, and an efficient and effective
audit program consistent with generally
13
<PAGE>
accepted auditing standards. The strategic audit plan shall contribute to the
goals and objectives of the Association. Through implementation of the
strategic audit plan and the audit program, the Audit Director is responsible
for determining and reporting to management and to the Audit Committee: the
Association's adherence to policies and procedures; the adequacy and
effectiveness of the Association's system of internal controls; the proper
recording of the Association's assets, liabilities, income, and expense; and,
the Association's compliance with applicable laws and regulations.
The Audit Director shall have access to all Association records and
personnel necessary for the timely completion of official duties.
The Audit Director shall be accountable to the Board through the Audit
Committee; for administrative purposes, the Audit Director shall be responsible
to the President of the Board.
Section 14. CASHIER. Under the direction of the Chairman of the Board or
officer acting under the authority of the Chairman of the Board, the Cashier
shall be accountable for compliance by the Association with Federal and State
statutes and regulations as may be applicable.
Section 15. OTHER EMPLOYEES. The Board or the Chairman of the Board may
appoint, from time to time, such agents and nonofficer employees as it may deem
advisable for the prompt and orderly transaction of the business of the
Association, define their duties, fix the salaries to be paid them and dismiss
them. Subject to the authority of the Board, the Chairman of the Board, or any
other officer of the Association authorized by him, may appoint and dismiss all
or any nonofficer employees and prescribe their duties and the conditions of
their employment, and from time to time fix their compensation.
Section 16. DUTIES AND BONDS. The accountabilities, responsibilities and
authority of the officers shall be as provided by law, or specifically set forth
in these Bylaws, or shall be such as have been or may be prescribed and
established by the Board or the Executive Committee at any time or from time to
time. For officers whose major accountabilities and responsibilities are set
forth in these Bylaws, the Chairman of the Board or officer acting under the
authority of the Chairman of the Board may, at any time or from time to time,
add new or collateral accountabilities and responsibilities to meet the needs of
the Association.
Accountabilities and responsibilities of officers shall be such as have
been set forth in job description summaries prepared and approved in accordance
with procedures established by the Chairman of the Board.
14
<PAGE>
Authority of officers to sign documents on behalf of the Association shall
be prescribed in Article 7 of these Bylaws. When the signatures of two officers
are required, a person holding two offices shall act or sign only in his or her
capacity as one of such officers.
The Board shall provide for such fidelity insurance and surety bonds
covering the officers and employees of the Association as it may determine to be
prudent and advisable in the interest of the Association.
Section 17. ABSENT OFFICERS. When any officer is absent from the
Association, the Chairman of the Board may designate another officer to perform
the duties of the absent officer.
ARTICLE 5
STOCK AND STOCK CERTIFICATES
Section 1. TRANSFERS. Shares of stock shall be transferable only on the
books of the Association, subject to the restrictions and provisions of the
national banking laws, and a transfer book shall be provided in which all
assignments and transfers of stock shall be made. The transfer of stock shall
be suspended during shareholder'(s') meetings.
Section 2. STOCK CERTIFICATES. Certificates of stock shall be signed by
either the Chairman of the Board, the Vice Chairman, the President, or Executive
Vice President, and attested by the Secretary, Cashier, Assistant Secretary or
Assistant Cashier, and the seal of the Association impressed thereon. Each
certificate shall recite on its face that the stock represented thereby is
transferable only upon the books of the Association upon surrender of the
certificate and shall contain the provisions required by statute.
ARTICLE 6
CORPORATE SEAL
Section 1. IMPRESSION. The following is an impression of the seal adopted
by the Board.
(SEAL)
15
<PAGE>
Section 2. OFFICER'S AUTHORITY. The Chairman of the Board, the Vice
Chairman, the President, an Executive Vice President, a Senior Vice President, a
Vice-President, an Assistant Vice-President, the Cashier, the General Auditor,
the Secretary, an Assistant Cashier, an Assistant Secretary, an Investment
Officer, a Trust Officer or an Assistant Trust Officer shall have the authority
to affix the corporate seal to documents.
ARTICLE 7
MISCELLANEOUS PROVISIONS
Section 1. RECORDS. The Articles of Association, the Bylaws and the
proceedings of all meetings of the shareholder(s), the Board, the Executive
Committee and any other committee of the Board, shall be recorded in appropriate
minute books. The minutes of each such meeting shall be signed by the Secretary
or Assistant Secretary or other officer appointed to act as Secretary of the
meeting.
Section 2. FISCAL YEAR. The fiscal year of the Association shall be the
calendar year.
Section 3. EXECUTION OF INSTRUMENTS. All agreements, indentures,
mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, schedules,
accounts, affidavits, bonds, undertakings, proxies and other instruments or
documents may be signed, executed, acknowledged, verified, delivered or accepted
in behalf of the Association by the Chairman of the Board, the Vice Chairman,
the President, or Chairman of the Executive Committee, or any Executive Vice
President, or any Senior Vice President, or any Vice President, or the
Secretary, or the Cashier, or the Assistant Secretary, or any Investment
Officer, or any Assistant Cashier, or if in connection with the exercise of
fiduciary powers of the Association, by any of said officers or by any Trust
Officer. Any such instruments may also be executed, acknowledged, verified,
delivered, or accepted in behalf of the Association in such other manner and by
such other officers as the Board may from time to time direct. The signature
of any officer affixed to any deed, mortgage or other instrument affecting real
property must be attested by the Secretary, Assistant Secretary, Cashier,
Assistant Cashier, or by any Assistant Vice President or other senior officer
who, for this purpose, is authorized to utilize the title of Assistant Cashier
in conjunction with his or her designated title.
Section 4. BANKING HOURS. The hours the Association shall be open for
business shall be fixed by the Board; provided the Executive Committee, or the
Chairman of the Board, may, when in its, or his or her, opinion reasonable cause
exists, change the
16
<PAGE>
banking hours or close the Association on any particular day or days.
Section 5. RANSOM. Any funds paid to accomplish the release, whether or
not achieved, of a director, officer, or other employee of the Association (or
any members of the family of any of the foregoing) as the result of a ransom
demand, shall be considered as an expense by the Association in its efforts to
safeguard the lives of any of the above, which the Association considers to be
its obligations. In no way shall such funds so paid be considered as
remuneration to the person so ransomed, nor to the person receiving the ransom
demand.
Section 6. EMERGENCIES. The Board shall have the power, in the absence or
disability of any officer, or upon the refusal of any officer to act, to
delegate and prescribe such officer's powers and duties to any other officer, or
to any director, for the time being.
In the event of a state of disaster of sufficient severity to prevent the
conduct and management of the affairs and business of the Association by its
directors and officers as contemplated by these Bylaws, any two or more
available members of the then incumbent Executive Committee shall constitute a
quorum of that Committee for the full conduct and management of the affairs and
business of the Association in accordance with the provisions of Article 3 of
these Bylaws; and in addition, such Committee shall be empowered to exercise all
of the powers reserved to the Trust Committee under Article 3 hereof. In the
event of the unavailability, at such time, of a minimum of two members of the
then incumbent Executive Committee, any three available directors shall
constitute the Executive Committee for the full conduct and management of the
affairs and business of the Association in accordance with the foregoing
provisions of this Section. This bylaw shall be subject to implementation by
resolutions of the Board passed from time to time for that purpose, and any
provisions of these Bylaws (other than this Section) and any resolutions which
are contrary to the provisions of this Section or to the provisions of any such
implementary resolutions shall be suspended until a majority of the Board is
available to direct the conduct and management of the Association's affairs and
business under all of the other provisions of these Bylaws.
ARTICLE 8
INSPECTION AND AMENDMENTS
Section 1. INSPECTION. A copy of the Bylaws, with all amendments to date,
shall at all times be kept at the office of the Association, and shall be open
for inspection by all shareholder(s), during banking hours.
17
<PAGE>
Section 2. AMENDMENTS. These Bylaws may be amended, repealed, or new
bylaws adopted, at any regular meeting of the Board, without prior notice, or at
any special meeting called for this purpose, by a vote of the majority of the
whole number of directors.
ARTICLE 9
These Bylaws supersede all prior Bylaws and to this end all prior Bylaws
are hereby repealed.
The foregoing seventeen pages are a true and correct copy of the Bylaws of
Boatmen's First National Bank of Oklahoma as amended as of this date, July 25,
1991.
18
<PAGE>
EXHIBIT 3
CERTIFICATION
BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA
I, KENNETH W. TOWNSEND, PRESIDENT AND CHIEF OPERATING OFFICER FOR BOATMEN'S
FIRST NATIONAL BANK OF OKLAHOMA, DO HEREBY CERTIFY THAT THE FOLLOWING
ASSUMPTIONS, MERGER AND NAME CHANGES WERE EFFECTIVE:
JULY 14, 1986
FIRST INTERSTATE BANK OF OKLAHOMA CITY, N.A. ASSUMED CERTAIN LIABILITIES
AND ACQUIRED CERTAIN ASSETS FROM THE FEDERAL DEPOSIT INSURANCE CORPORATION,
RECEIVER OF THE FIRST NATIONAL BANK AND TRUST COMPANY OF OKLAHOMA CITY
MERGER OF OKLAHOMA NATIONAL BANK AND TRUST COMPANY, OKLAHOMA CITY, INTO
FIRST INTERSTATE BANK OF OKLAHOMA, N.A.
JULY 18, 1986
FIRST INTERSTATE BANK OF OKLAHOMA CITY, N.A. CHANGED ITS NAME TO FIRST
INTERSTATE BANK OF OKLAHOMA, N.A.
NOVEMBER 20, 1986
FIRST INTERSTATE BANK OF OKLAHOMA, N.A. ASSUMED CERTAIN LIABILITIES AND
ACQUIRED CERTAIN ASSETS FROM THE FEDERAL DEPOSIT INSURANCE CORPORATION,
LIQUIDATING AGENT OF NORMAN BANK OF COMMERCE, NORMAN, OKLAHOMA
MARCH 12, 1987
FIRST INTERSTATE BANK OF OKLAHOMA, N.A. ASSUMED CERTAIN LIABILITIES AND
ACQUIRED CERTAIN ASSETS FROM THE FEDERAL DEPOSIT INSURANCE CORPORATION,
LIQUIDATING AGENT OF EXPRESSWAY BANK, OKLAHOMA CITY, OKLAHOMA
MAY 18, 1989
FIRST INTERSTATE BANK OF OKLAHOMA, N.A. ASSUMED CERTAIN LIABILITIES AND
ACQUIRED CERTAIN ASSETS FROM THE FEDERAL DEPOSIT INSURANCE CORPORATION,
RECEIVER OF BANK OF EDMOND, N.A.
AUGUST 1, 1991
FIRST INTERSTATE BANK OF OKLAHOMA, N.A. CHANGED ITS NAME TO BOATMEN'S FIRST
NATIONAL BANK OF OKLAHOMA
<PAGE>
MAY 1, 1992
MERGER OF FOUNDERS BANK & TRUST COMPANY, OKLAHOMA CITY INTO BOATMEN'S FIRST
NATIONAL BANK OF OKLAHOMA
NOVEMBER 2, 1992
MERGER OF SECURITY BANK, TULSA INTO BOATMEN'S FIRST NATIONAL BANK OF
OKLAHOMA
MERGER OF FIRST BANK OF CATOOSA INTO BOATMEN'S FIRST NATIONAL BANK OF
OKLAHOMA
EXECUTED THIS 29TH DAY OF MARCH, 1996.
/s/Kenneth W. Townsend
-----------------------
KENNETH W. TOWNSEND
[SEAL]
<PAGE>
Exhibit 4
[BOATMEN'S TRUST COMPANY LOGO] BOATMEN'S PLAZA
211 North Robinson
Post Office Box 25189
Oklahoma City, Oklahoma 73125-0189
405 230-4200
Fax 230-5283
March 29, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
The undersigned, Boatmen's First National Bank of Oklahoma, (the "Bank"),
has filed a Form T-1 under the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), to act as trustee under a trust indenture with Oklahoma
Gas and Electric Company. In connection with such filing, the undersigned
hereby consents in accordance with Section 321(b) of the Trust Indenture Act
that reports of examination of the undersigned by Federal, State, Territorial or
District authorities may be furnished by such authorities to the Securities and
Exchange Commission upon request therefor.
Very truly yours,
BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA
By:/s/Sue Shipman
--------------------------------------
Vice President
<PAGE>
Exhibit 5 OMB Number: 7100-0036
Federal Deposit Insurance Corporation
OMB Number : 3064-0052
Office of the Comptroller of the Currency
OMB Number: 1567-0081
Expires March 31, 1996
FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL
- --------------------------------------------------------------------------------
/1/
[FDIC LETTERHEAD] Please refer to page 1,
Table of Contents, for
the required disclosure
of estimated burden.
- --------------------------------------------------------------------------------
CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR A BANK WITH DOMESTIC OFFICES
ONLY AND TOTAL ASSETS OF $300 MILLION OR MORE--FFIEC 032
REPORT AT THE CLOSE OF BUSINESS DECEMBER 31, 1995 (951231)
-------------
(RCRI 9999)
This report is required by law: 12 U.S.C. Section 324 (State member banks); 12
U.S.C. Section 1817 (State nonmember banks); and 12 U.S.C. Section 161
(National banks).
This report form is to be filed by banks with domestic offices only. Banks with
branches and consolidated subsidiaries in U.S. territories and possessions, Edge
or Agreement subsidiaries, foreign branches, consolidated foreign subsidiaries,
or International Banking Facilities must file FFIEC 031.
- --------------------------------------------------------------------------------
NOTE: The Reports of Condition and Income must be signed by an authorized
officer and the Report of Condition must be attested to by not less than two
directors (trustees) for State nonmember banks and three directors for State
member and National banks.
I, Joe T. Shockley, Jr., President, Tulsa region & C.F.O.
------------------------------------------------------
Name and Title of Officer Authorized to Sign Report
of the named bank do hereby declare that these Reports of Condition and Income
(including the supporting schedules) have been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and are true
to the best of my knowledge and belief.
/s/Joe T. Shockley, Jr.
- ---------------------------------------------------------
Signature of Officer Authorized to Sign Report
1-24-96
- ---------------------------------------------------------
Date of Signature
The Reports of Condition and Income are to be prepared in accordance with
Federal regulatory authority instructions. NOTE: These instructions may in
some cases differ from generally accepted accounting principles.
We, the undersigned directors (trustees), attest to the correctness of this
Report of Condition (including the supporting schedules) and declare that it has
been examined by us and to the best of our knowledge and belief has been
prepared in conformance with the instructions issued by the appropriate Federal
regulatory authority and is true and correct.
- ---------------------------------------------------------
Director (Trustee)
/s/Patty Hampton
- ---------------------------------------------------------
Director (Trustee)
/s/H. R. Hargood
- ---------------------------------------------------------
Director (Trustee)
/s/William Johnson
- ---------------------------------------------------------
- --------------------------------------------------------------------------------
FOR BANKS SUBMITTING HARD COPY REPORT FORMS:
STATE MEMBER BANKS: Return the original and one copy to the appropriate Federal
Reserve District Bank.
STATE NONMEMBER BANKS: Return the original only in the SPECIAL RETURN ADDRESS
ENVELOPE PROVIDED. If express mail is used in lieu of the special return
address envelope, return the original only to the FDIC, c/o Quality Data
Systems, 2127 Espey Court, Suite 204, Crofton, MD 21114.
NATIONAL BANKS: Return the original only in the SPECIAL RETURN ADDRESS ENVELOPE
PROVIDED. If express mail is used in lieu of the special return address
envelope, return the original only to the FDIC, c/o Quality Data Systems, 2127
Espey Court, Suite 204, Crofton, MD 21114.
- --------------------------------------------------------------------------------
FDIC Certificate Number 26718
-------------
(RCRI 8060)
CALL NO. 194 82 12-31-94
STER: 40-2545 00021 STCEPT: 40-2671
BOATMEN'S FIRST NATIONAL BANK OF OKL
POST BOX 25189
OKLAHOMA CITY, OK 73125
Board of Governors of the Federal Reserve System, Federal Deposit Insurance
Corporation, Office of the Comptroller of the Currency
<PAGE>
Page
/2/
Consolidated Reports of Condition and Income for A Bank With Domestic Offices
Only and Total Assets of $300 Million or More.
- -------------------------------------------------------------------------------
TABLE OF CONTENTS
SIGNATURE PAGE Cover
REPORT OF INCOME
Schedule RI--Income Statement. . . . . . . . . . . . . . . . . . . . RI-1, 2,3
Schedule RI-A--Changes in Equity Capital . . . . . . . . . . . . . . . . .RI-3
Schedule RI-B--Charge-offs and Recoveries and Changes
in Allowance for Loan and Lease Losses . . . . . . . . . . . . . . . RI-4, 5
Schedule RI-C--Applicable Income Taxes by Taxing Authority . . . . . . . .RI-5
Schedule RI-E--Explanations. . . . . . . . . . . . . . . . . . . . . . RI-5, 6
REPORT OF CONDITION
Schedule RC--Balance Sheet . . . . . . . . . . . . . . . . . . . . . . RC-1, 2
Schedule RC-A--Cash and Balances Due
From Depository Institutions . . . . . . . . . . . . . . . . . . . . . .RC-3
Schedule RC-B--Securities. . . . . . . . . . . . . . . . . . . . . .RC-3, 4, 5
Schedule RC-C--Loans and Lease Financing Receivables:
Part I. Loans and Leases . . . . . . . . . . . . . . . . . . . . . . RC-6, 7
Part II. Loans to Small Businesses and Small Farms
(included in the forms for June 30 only) . . . . . . . . . . . . . RC-7a, 7b
Schedule RC-D--Trading Assets and Liabilities
(to be completed only by selected banks) . . . . . . . . . . . . . . . .RC-8
Schedule RC-E--Deposit Liabilities . . . . . . . . . . . . . . . . . .RC-9, 10
Schedule RC-F--Other Assets. . . . . . . . . . . . . . . . . . . . . . . RC-11
Schedule RC-G--Other Liabilities . . . . . . . . . . . . . . . . . . . . RC-11
Schedule RC-K--Quarterly Averages. . . . . . . . . . . . . . . . . . . . RC-12
Schedule RC-L--Off-Balance Sheet Items . . . . . . . . . . . . . RC-13, 14, 15
Schedule RC-M--Memoranda . . . . . . . . . . . . . . . . . . . . . . RC-16, 17
Schedule RC-N--Past Due and Nonaccrual Loans, Leases,
and Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . RC-18, 19
Schedule RC-O--Other Data for Deposit Insurance Assessments. . . . . RC-20, 21
Schedule RC-R--Risk-Based Capital. . . . . . . . . . . . . . . . . . RC-22, 23
Optional Narrative Statement Concerning the Amounts
Reported in the Reports of Condition and Income. . . . . . . . . . . . RC-24
Special Report (to be completed by all banks)
Schedule RC-J--Repricing Opportunities (sent only to and to be completed
only by savings banks)
DISCLOSURE OF ESTIMATED BURDEN
The estimated average burden associated with this information collection is 31.6
hours per respondent and is estimated to vary from 15 to 225 hours per response,
depending on individual circumstances. Burden estimates include the time for
reviewing instructions, gathering and maintaining data in the required form, and
completing the information collection, but exclude the time for compiling and
maintaining business records in the normal course of a respondent's activities.
Comments concerning the accuracy of this burden estimate and suggestions for
reducing this burden should be directed to the Office of Information and
Regulatory Affairs, Office of Management and Budget, Washington, D.C. 20503, and
to one of the following:
Secretary
Board of Governors of the Federal Reserve System
Washington, D.C. 20551
Legislative and Regulatory Analysis Division
Office of the Comptroller of the Currency
Washington, D.C. 20219
Assistant Executive Secretary
Federal Deposit Insurance Corporation
Washington, D.C. 20429
For information or assistance, national and state nonmember banks should contact
the FDIC's Call Reports Analysis Unit, 550 17th Street, NW, Washington, D.C.
20429, toll free on (800) 688-FDIC(3342), Monday through Friday between 8:00
a.m. and 5:00 p.m., Eastern time. State member banks should contact their
Federal Reserve District Bank.
<PAGE>
Call Date: 2/31/95 ST-BK: 40-2545 FFIEO 032
Page RI-1
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State, Zip: Oklahoma City, OK 73125
FDIC Certificate No: 26718
-----
CONSOLIDATED REPORT OF INCOME
FOR THE PERIOD JANUARY 1, 1995-DECEMBER 31, 1995
All Report of Income schedules are to be reported on a calendar year-to-date
basis in thousands of dollars.
SCHEDULE RI--INCOME STATEMENT
<TABLE>
<CAPTION>
I380
--------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- ---------------------------------------------------------------------------------------------- ------------------
<S> <C> <C> <C>
1. Interest income:
a. Interest and fee income on loans:
(1) Loans secured by real estate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4011 32,374 1.a.(1)
(2) Loans to finance agricultural production and other loans to farmers . . . . . . . . . 4024 2,449 1.a.(2)
(3) Commercial and industrial loans . . . . . . . . . . . . . . . . . . . . . . . . . . . 4012 28,020 1.a.(3)
(4) Loans to individuals for household, family, and other personal expenditures:
(a) Credit cards and related plans. . . . . . . . . . . . . . . . . . . . . . . . . . 4054 477 1.a.(4)(a)
(b) Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4055 24,030 1.a.(4)(b)
(5) Loans to foreign governments and official institutions. . . . . . . . . . . . . . . . 4056 0 1.a.(5)
(6) Obligations (other than securities and leases) of states and political subdivisions
in the U.S.:
(a) Taxable obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4503 0 1.a.(6)(a)
(b) Tax-exempt obligations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4504 1,049 1.a.(6)(b)
(7) All other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4058 1,251 1.a.(7)
b. Income from lease finacing receivables:
(1) Taxable leases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4505 0 1.b.(1)
(2) Tax-exempt leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4307 0 1.b.(2)
c. Interest income on balances due from depository institutions(1) . . . . . . . . . . . . . 4115 0 1.c.
d. Interest and dividend income on securities:
(1) U.S. Treasury securities and U.S. Government agency and corporation obligations . . . 4027 17,426 1.d.(1)
(2) Securities issued by states and political subdivisions in the U.S.:
(a) Taxable securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4506 0 1.d.(2)(a)
(b) Tax-exempt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4507 979 1.d.(2)(b)
(3) Other domestic debt securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3657 91 1.d.(3)
(4) Foreign debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3658 2 1.d.(4)
(5) Equity securities (including investments in mutual funds) . . . . . . . . . . . . . . 3659 732 1.d.(5)
e. Interest income from trading assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 4069 0 1.e.
f. Interest income on federal funds sold and securities purchased under agreements to resell 4020 2,661 1.f.
g. Total interest income (sum of items 1.a through 1.f). . . . . . . . . . . . . . . . . . . 4107 111,541 1.g.
--------------------
</TABLE>
- ------------
(1) Includes interest income on time certificates of deposit not held for
trading.
3
<PAGE>
Call Date: 2/31/95 ST-BK: 40-2545 FFIEO 032
Page RI-2
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State, Zip: Oklahoma City, OK 73125
FDIC Certificate No: 26718
-----
SCHEDULE RI--CONTINUED
<TABLE>
<CAPTION>
Year-to-date
----------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- -------------------------------------------------------------------------- --------------------
<S> <C> <C> <C> <C> <C>
2. Interest expense:
a. Interest on deposits:
(1) Transaction accounts (NOW accounts, ATS accounts, and
telephone and preauthorized transfer accounts). . . . . . . . . . 4508 3,010 2.a.(1)
(2) Nontransaction accounts:
(a) Money market deposit accounts (MMDAs) . . . . . . . . . . . . 4509 9,609 2.a.(2)(a)
(b) Other savings deposits. . . . . . . . . . . . . . . . . . . . 4511 1,353 2.a.(2)(b)
(c) Time certificates of deposit of $100,000 or more. . . . . . . 4174 4,853 2.a.(2)(c)
(d) All other time deposits . . . . . . . . . . . . . . . . . . . 4512 17,134 2.a.(2)(d)
b. Expense of federal funds purchased and securities sold under
agreements to repurchase. . . . . . . . . . . . . . . . . . . . . . . 4180 11,746 2.b.
c. Interest on demand notes issued to the U.S. Treasury, trading
liabilities, and other borrowed money . . . . . . . . . . . . . . . . 4185 1,836 2.c.
d. Interest on mortgage indebtedness and obligations under capitalized
leases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4072 0 2.d.
e. Interest on subordinated notes and debentures . . . . . . . . . . . . 4200 0 2.e.
f. Total interest expense (sum of items 2.a through 2.e) . . . . . . . . 4073 49,541 2.f.
3. Net interest income (item 1.g minus 2.f). . . . . . . . . . . . . . . . RIAD 4074 62,000 3.
4. Provisions:
a. Provision for loan and lease losses . . . . . . . . . . . . . . . . . RIAD 4230 4,425 4.a.
b. Provision for allocated transfer risk . . . . . . . . . . . . . . . . RIAD 4243 0 4.b.
5. Noninterest income:
a. Income from fiduciary activities. . . . . . . . . . . . . . . . . . . 4070 1,473 5.a.
b. Service charges for deposit accounts. . . . . . . . . . . . . . . . . 4080 15,686 5.b.
c. Trading gains (losses) and fees from foreign exchange transactions. . 4075 0 5.c.
d. Other foreign transaction gains (losses). . . . . . . . . . . . . . . 4076 19 5.d.
e. Other gains (losses) and fees from trading assets and liabilities . . 4077 0 5.e.
f. Other noninterest income:
(1) Other fee income. . . . . . . . . . . . . . . . . . . . . . . . . 5407 6,082 5.f.(1)
(2) All other noninterest income* . . . . . . . . . . . . . . . . . . 5408 2,284 5.f.(2)
g. Total noninterest income (sum of items 5.a through 5.f) . . . . . . . RIAD 4079 25,544 5.g
6.a. Realized gains (losses) on held-to-maturity securities . . . . . . . RIAD 3521 0 6.a
b. Realized gains (losses) on available-for-sale securities. . . . . . . RIAD 3196 351 6.b
7. Noninterest expense:
a. Salaries and employee benefits. . . . . . . . . . . . . . . . . . . . 4135 18,444 7.a
b. Expenses of premises and fixed assets (net of rental income)
(excluding salaries and employee benefits and mortgage interest). . . 4217 7,622 7.b
c. Other noninterest expenses* . . . . . . . . . . . . . . . . . . . . . 4092 29,465 7.c
d. Total noninterest expense (sum of items 7.a through 7.c). . . . . . . RIAD 4093 55,531 7.d
8. Income (loss) before income taxes and extraordinary items and other
adjustments (item 3 plus or minus item 4.a, 4.b, 5.g, 6.a, 6.b, and 7.d) RIAD 4301 27,939 8.
9. Applicable income taxes (on item 8) . . . . . . . . . . . . . . . . . . RIAD 4302 10,813 9.
10. Income (loss) before extraordinary items and other adjustments (item 8
minus 9). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RIAD 4300 17,126 10.
11. Extraordinary items and other adjustments:
a. Extraordinary items and other adjustments, gross of income taxes*. . 4310 0 11.a
b. Applicable income taxes (on item 11.a)*. . . . . . . . . . . . . . . 4315 0 11.b
c. Extraordinary items and other adjustments, net income taxes
(item 11.a minus 11.b) . . . . . . . . . . . . . . . . . . . . . . . RIAD 4320 0 11.c
12. Net income (loss) (sum of items 10 and 11.c) . . . . . . . . . . . . . RIAD 4340 17,126 12.
--------------------------------------------
</TABLE>
- ------------
* Describe on Schedule RI-E--Explanations.
4
<PAGE>
Call Date: 2/31/95 ST-BK: 40-2545 FFIEO 032
Page RI-3
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State, Zip: Oklahoma City, OK 73125
FDIC Certificate No: 26718
-----
SCHEDULE RI--CONTINUED
<TABLE>
<CAPTION>
I381 (-
--------
Year-to-date
--------------
Memoranda Dollar Amounts in Thousands RIAD Bil Mil Thou
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Interest expense incurred to carry tax-exempt securities, loans, and leases acquired after
August 7, 1986, that is not deductible for federal income tax purposes. . . . . . . . . . . 4513 178 M.1.
2. Income from the sale and servicing of mutual funds and annuities (included in
Schedule RI, item 8). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8431 0 M.2.
3. Estimated foreign tax credit included in applicable income taxes, item 9 and 11.b. above. . 4309 0 M.3.
4. Number of full-time equivalent employees on payroll at end of current period (round to
nearest whole number) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4150 438 M.4.
5.-6. Not applicable
7. If the reporting bank has restated its balance sheet as a result of applying push down. . . MM DD YY[caad 214]
accounting this calender year, report the date of the bank's acquisition. . . . . . . . . . 9106 00/00/00 M.7.
8. Trading revenue (from cash instruments and off-balance sheet derivative instruments)
(included in Schedule RI, items 5.c and 5.e):
a. Interest rate exposures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8757 0 M.8.a.
b. Foreign exchange exposures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8758 0 M.8.b.
c. Equity security and index exposures. . . . . . . . . . . . . . . . . . . . . . . . . . . 8759 0 M.8.c.
d. Commodity and other exposures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8760 0 M.8.d.
9. Impact on income of off-balance sheet derivatives held for purposes other than trading:
a. Net increase (decrease) to interest income . . . . . . . . . . . . . . . . . . . . . . . 8761 (558) M.9.a.
b. Net increase (decrease) to interest expense. . . . . . . . . . . . . . . . . . . . . . . 8762 0 M.9.b.
c. Other (noninterest) allocations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8763 0 M.9.c.
</TABLE>
SCHEDULE RI-A--CHANGES IN EQUITY CAPITAL
Indicate decreases and losses in parentheses.
<TABLE>
<CAPTION>
I383 (-
--------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Total equity capital originally reported in the December 31, 1994, Reports of Condition
and Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3215 169,300 1.
2. Equity capital adjustments from amended Reports of Income, net* . . . . . . . . . . . . . . 3216 0 2.
3. Amended balance end of previous calendar year (sum of items 1 and 2). . . . . . . . . . . . 3217 169,300 3.
4. Net income (loss) (must equal Schedule RI, item 12) . . . . . . . . . . . . . . . . . . . . 4340 17,126 4.
5. Sale, conversion, acquisition, or retirement of capital stock, net. . . . . . . . . . . . . 4346 0 5.
6. Changes incident to business combinations, net. . . . . . . . . . . . . . . . . . . . . . . 4356 0 6.
7. LESS: Cash dividends declared on preferred stock. . . . . . . . . . . . . . . . . . . . . . 4470 0 7.
8. LESS: Cash dividends declared on common stock . . . . . . . . . . . . . . . . . . . . . . . 4460 12,506 8.
9. Cumulative effect of changes in accounting principles from prior years* (see instructions
for this schedule). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4411 0 9.
10. Corrections of material accounting errors from prior years* (see instructions for this
schedule) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4412 0 10.
11. Change in net unrealized holding gains (losses) on available-for-sale securities. . . . . . 8433 4,539 11.
12. Other transactions with parent holding company* (not included in items 5, 7, or 8 above). . 4415 (1,118) 12.
13. Total equity capital end of current period (sum of items 3 through 12) (must equal
Schedule RC, item 28) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3210 177,341 13.
</TABLE>
- ------------
*Describe on Schedule RI-E--Explanations.
5
<PAGE>
Call Date: 2/31/95 ST-BK: 40-2545 FFIEO 032
Page RI-4
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State, Zip: Oklahoma City, OK 73125
FDIC Certificate No: 26718
-----
SCHEDULE RI-B--CHARGE-OFFS AND RECOVERIES AND CHANGES
IN ALLOWANCE FOR LOAN AND LEASE LOSSES
PART I. CHARGE-OFFS AND RECOVERIES ON LOANS AND LEASES
<TABLE>
<CAPTION>
Part 1 excludes charge-offs and recoveries through I386 (-
the allocated transfer risk reserve. ------------------------------------------
(Column A) (Column B)
Charge-offs Recoveries
-------------------- --------------------
Calendar year-to-date
------------------------------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou RIAD Bil Mil Thou
- --------------------------------------------------------------------------- -------------------- --------------------
<S> <C> <C> <C> <C> <C>
1. Loans secured by real estate:
a. To U.S. addressees (domicile). . . . . . . . . . . . . . . . . . . 4651 0 4661 0 1.a.
b. To non-U.S. addressees (domicile). . . . . . . . . . . . . . . . . 4652 0 4662 0 1.b.
2. Loans to depository institutions and acceptances of other banks:
a. To U.S. banks and other U.S. depository institutions . . . . . . . 4653 0 4663 0 2.a.
b. To foreign banks . . . . . . . . . . . . . . . . . . . . . . . . . 4654 0 4664 0 2.b.
3. Loans to finance agricultural production and other loans to farmers . 4655 0 4665 0 3.
4. Commercial and industrial loans:
a. To U.S. addressees (domicile). . . . . . . . . . . . . . . . . . . 4645 1,369 4617 566 4.a.
b. To non-U.S. addressees (domicile). . . . . . . . . . . . . . . . . 4646 0 4618 0 4.b.
5. Loans to individuals for household, family, and other personal
expenditures:
a. Credit cards and related plans . . . . . . . . . . . . . . . . . . 4656 0 4666 0 5.a.
b. Other (includes single payment, installment, and all student
loans) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4657 4,344 4667 1,226 5.6
6. Loans to foreign governments and official institutions. . . . . . . . 4643 0 4627 0 6.
7. All other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . 4644 0 1628 0 7.
8. Lease financing receivables:
a. Of U.S. addressees (domicile). . . . . . . . . . . . . . . . . . . 4658 0 4668 0 8.a.
b. Of non-U.S. addressees (domicile). . . . . . . . . . . . . . . . . 4659 0 4669 0 8.b
9. Total (sum of items 1 through 8). . . . . . . . . . . . . . . . . . . 4635 5713 4605 1,792 9.
------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
. ------------------------------------------
(Column A) (Column B)
Charge-offs Recoveries
-------------------- --------------------
Calendar year-to-date
Memoranda ------------------------------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou RIAD Bil Mil Thou
- --------------------------------------------------------------------------- ------------------------------------------
<S> <C> <C> <C> <C> <C>
1. - 3. Not applicable
4. Loans to finance commercial real estate, construction, and land
development activities (not secured by real estate) included in
Schedule RI-B, part I, items 4 and 7, above . . . . . . . . . . . . 5409 0 5410 0 M.4.
5. Loans secured by real estate (sum of Memorandum items 5.a . . . . .
through 5.e must equal sum of Schedule RI-B, part I, items 1.a. . .
and 1.b above): . . . . . . . . . . . . . . . . . . . . . . . . . .
a. Construction and land development. . . . . . . . . . . . . . . . 3582 0 3583 0 M.5.a.
b. Secured by farmland. . . . . . . . . . . . . . . . . . . . . . . 3584 0 3585 0 M.5.b.
c. Secured by 1-4 family residential properties:. . . . . . . . . .
(1) Revolving, open-end loans secured by 1-4 family residential.
properties and extended under lines of credit . . . . . . . . . 5411 0 5412 0 M.5.c.(1)
(2) All other loans secured by 1-4 family residential properties 5413 0 5414 0 M.5.c.(2)
d. Secured by multifamily (5 or more) residential properties. . . . 3588 0 3589 0 M.5.d.
e. Secured by nonfarm nonresidential properties . . . . . . . . . . 3590 0 3591 0 M.5.e.
------------------------------------------
</TABLE>
6
<PAGE>
Call Date: 2/31/95 ST-BK: 40-2545 FFIEO 032
Page RI-4
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State, Zip: Oklahoma City, OK 73125
FDIC Certificate No: 26718
-----
Call Date: 2/31/95 ST-BK: 40-2545 FFIEO 032
Page RI-5
PART II. CHANGES IN ALLOWANCE FOR LOAN AND LEASE LOSSES
<TABLE>
<CAPTION>
--------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- ------------------------------------------------------------------------------------------------- --------------------
<S> <C> <C> <C>
1. Balance originally reported in the December 31, 1994, Reports of Condition and Income . . . 3124 19,356 1.
2. Recoveries (must equal part I, item 9, column B above). . . . . . . . . . . . . . . . . . . 4605 1,792 2.
3. LESS: Charge-offs (must equal Part I, item 9, column A above. . . . . . . . . . . . . . . . 4635 5,713 3.
4. Provision for loan and lease losses (must equal Schedule RI, item 4.a). . . . . . . . . . . 4230 4,425 4.
5. Adjustments* (see instructions for this schedule) . . . . . . . . . . . . . . . . . . . . . 4815 0 5.
6. Balance end of current period (sum of items 1 through 5) (must equal Schedule RC, . . . . .
item 4.b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3123 19,860 6.
--------------------
</TABLE>
- ------------
* Describe on Schedule RI-E--Explanations.
SCHEDULE RI-C--APPLICABLE INCOME TAXES BY TAXING AUTHORITY
Schedule RI-E is to be reported with the December Report of Income.
<TABLE>
<CAPTION>
-------
I389 (-
--------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- ------------------------------------------------------------------------------------------------- --------------------
<S> <C> <C> <C>
1. Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4780 9,345 1.
2. State and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4790 1,468 2.
3. Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4795 0 3.
4. Total (sum of items 1 through 3) (must equal sum of Schedule RI, items 9 and 11.b). . . . . 4770 10,813 4.
--------------------------
5. Deferred portion of item 4 . . . . . . . . . . . . . . . . . . . . . RIAD 4772 (1,693) 5.
-----------------------------------------------
</TABLE>
SCHEDULE RI-E-- EXPLANATIONS
Schedule RI-E is to be completed each quarter on a calendar year-to-date basis.
Detail all adjustments in Schedule RI-A and RI-B, all extraordinary items and
other adjustments in Schedule RI, and all significant items of other noninterest
income and other noninterest expense in Schedule RI. (See instructions for
details).
<TABLE>
<CAPTION>
-------
I395 (-
--------------------
Year-to-date
---------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- ------------------------------------------------------------------------------------------------- --------------------
<S> <C> <C> <C>
1. All other noninterest income (from Schedule RI, item 5.f. (2))
Report amounts that exceed 10% of Schedule RI, item 5.f.(2):
a. Net gains on other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . 5415 0 1.a.
b. Net gains on sales and loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5416 0 1.b.
c. Net gains on sales of premises and fixed assets. . . . . . . . . . . . . . . . . . . . . 5417 0 1.c.
Itemize and describe the three largest other amounts that exceed 10% of Schedule RI,
item 5.f.(2)
-----------
d. TEXT 4461 4461 1.d.
------------------------------------------------------------------------------------------
e. TEXT 4462 4462 1.e.
------------------------------------------------------------------------------------------
f. TEXT 4463 4463 1.f
-----------------------------------------------------------------------------------------------------------------
</TABLE>
7
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545 FFIEC 032
Page RI-6
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: 26718
-----
SCHEDULE RI-E--CONTINUED
<TABLE>
<CAPTION>
-------------
Year-to-date
------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- ----------------------------------------------------------------------------------------------- ------------------
<S> <C> <C> <C>
2. Other noninterest expense (from Schedule RI, item 7.c):
a. Amortization expense of intangible assets . . . . . . . . . . . . . . . . . . . . . . . 4531 3,383 2.a.
Report amounts that exceed 10% of Schedule RI, item 7.c:
b. Net losses on other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . 5418 0 2.b.
c. Net losses on sales of loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5419 0 2.c.
d. Net losses on sales of premises and fixed assets. . . . . . . . . . . . . . . . . . . . 5420 0 2.d.
Itemize and describe the three largest other amounts that exceed 10% of Schedule RI,
item 7.c:
e. TEXT 4464 Data processing expense 4464 12,413 2.e.
--------------------------------------------------------------------------------------
f. TEXT 4467 4467 2.f.
--------------------------------------------------------------------------------------
g. TEXT 4468 4468 2.g.
--------------------------------------------------------------------------------------
3. Extraordinary items and other adjustments (from Schedule RI, item 11.a) and applicable
income tax effect (from Schedule RI, item 11.b) (itemize and describe all extraordinary
items and other adjustments):
a. (1) TEXT 4469 4469 3.a.(1)
-----------------------------------------------------------------------------------
(2) Applicable income tax effect RIAD 4486 3.a.(2)
----------------- ---------
b. (1) TEXT 4487 4487 3.b.(1)
- -----------------------------------------------------------------------------------------------
(2) Applicable income tax effect RIAD 4488 3.b.(2)
----------------- ---------
c. (1) TEXT 4489 4489 3.c.(1)
-----------------------------------------------------------------------------------
(2) Applicable income tax effect RIAD 4491 3.c.(2)
---------
4. Equity capital adjustments from amended Reports of Income (from Schedule RI-A, item 2)
(itemize and describe all adjustments):
a. TEXT 4492 4492 4.a.
--------------------------------------------------------------------------------------
b. TEXT 4493 4493 4.b.
--------------------------------------------------------------------------------------
5. Cumulative effect of changes in accounting principles from prior years
(from Schedule RI-A, item 9) (itemize and describe all changes in accounting principles):
-------------------
a. TEXT 4494 4494 5.a.
--------------------------------------------------------------------------------------
b. TEXT 4495 4495 5.b.
--------------------------------------------------------------------------------------
6. Corrections of material accounting errors from prior years (from Schedule RI-A, item 10)
(itemize and describe all corrections):
---------------------
a. TEXT 4496 4496 6.a.
--------------------------------------------------------------------------------------
b. TEXT 4497 4497 6.b.
- -----------------------------------------------------------------------------------------------
7. Other transactions with parent holding company (from Schedule RI-A, item 12)
(itemize and describe all such transactions):
a. TEXT 4498 Divided fixed assets 4498 (1,118) 7.a.
--------------------------------------------------------------------------------------
b. TEXT 4499 4499 7.b.
--------------------------------------------------------------------------------------
8. Adjustments to allowance for loan and lease losses (from Schedule RI-B, part II, item 5)
(itemize and describe all adjustments):
a. TEXT 4521 4521 8.a.
--------------------------------------------------------------------------------------
b. TEXT 4522 4522 8.b.
--------------------------------------------------------------------------------------
9. Other explanations (the space below is provided for the bank to briefly describe, at its 1398 1399
option, any other significant items affecting the Report of Income): ---- ---
No comment X (RIAD 4769)
---
Other explanations (please type or print clearly):
(TEXT 4769)
</TABLE>
8
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545 FFIEC 032
Page RI-1
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: 26718
-----
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 1995
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
---------
C30D
-------------------
Dollars in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <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 171,733 1.a.
b. Interest-bearing balances (2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0071 100 1.b.
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) . . . . . . . . . . . . . . . 1754 16,736 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) . . . . . . . . . . . . . . 1773 276,627 2.b.
3. Federal funds sold and securities purchased under agreements to resell:
a. Federal funds sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0276 64,469 3.a.
b. Securities purchased under agreements to resell. . . . . . . . . . . . . . . . . . . . . 0277 0 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C) RCON 2122 1,012,229 4.a.
b. LESS: Allowance for loan and lease losses .....................RCON 3123 19,860 4.b.
c. LESS: Allocated transfer risk reserve .......................RCON 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 992,369 4.d.
5. Trading assets (from Schedule RC-D) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3545 0 5.
6. Premises and fixed assets (including capitalized leases). . . . . . . . . . . . . . . . . . 2145 28,099 6.
7. Other real estate owned (from Schedule RC-M). . . . . . . . . . . . . . . . . . . . . . . . 2150 2,205 7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M). . 2130 1 8.
9. Customers' liability to this bank on acceptances outstanding. . . . . . . . . . . . . . . . 2155 434 9.
10. Intangible assets (from Schedule RC-M). . . . . . . . . . . . . . . . . . . . . . . . . . . 2143 42,070 10.
11. Other assets (from Schedule RC-F) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2160 50,944 11.
12. Total assets (sum of items 1 through 11). . . . . . . . . . . . . . . . . . . . . . . . . . 2170 1,645,787 12.
-------------------
</TABLE>
- ------------------
(1) Includes cash items in process of collection and unposted debits
(2) Includes time certificates of deposit not held for trading.
9
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545 FFIEC 032
Page RI-2
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: 26718
-----
SCHEDULE RC--CONTINUED
<TABLE>
<CAPTION>
------------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------
LIABILITIES
<S> <C> <C> <C>
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E) . . . . . . . . 2200 1,269,391 13.a.
(1) Noninterest-bearing (1) . . . . . . . . . . . . . . . . . . . RCON 6631 405,967 13.a.(1)
(2) Interest-bearing . . . . . . . . . . . . . . . . . . . . . . .RCON 6636 863,424 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs . . . . . . . . . . . . . .
(1) Noninterest-bearing
(2) Interest-bearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14. Federal funds purchased and securities sold under agreements to repurchase:
a. Federal funds purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0278 177,560 14.a.
b. Securities sold under agreements to repurchase . . . . . . . . . . . . . . . . . . . . . 0279 0 14.b.
15. a. Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . . . . . . . . . . . . 2840 10,279 15.a.
b. Trading liabilities (from Schedule RC-D) . . . . . . . . . . . . . . . . . . . . . . . . 3548 0 15.b.
16. Other borrowed money:
a. With original maturity of one year or less . . . . . . . . . . . . . . . . . . . . . . . 2332 0 16.a.
b. With original maturity of more than one year . . . . . . . . . . . . . . . . . . . . . . 2333 1,258 16.b.
17. Mortgage indebtedness and obligations under capitalized leased . . . . . . . . . . . . . . . 2910 0 17.
18. Bank's liability on acceptances executed and outstanding . . . . . . . . . . . . . . . . . . 2920 434 18.
19. Subordinated notes and debentures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3200 0 19.
20. Other liabilities (from Schedule RC-G) . . . . . . . . . . . . . . . . . . . . . . . . . . . 2930 9,524 20.
21. Total liabilities (sum of items 13 through 20) . . . . . . . . . . . . . . . . . . . . . . . 2948 1,468,446 21.
22. Limited-life preferred stock and related surplus . . . . . . . . . . . . . . . . . . . . . . 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus. . . . . . . . . . . . . . . . . . . . . . . . 3838 0 23.
24. Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3230 29,618 24.
25. Surplus (exclude all surplus related to preferred stock) . . . . . . . . . . . . . . . . . . 3839 128,601 25.
26. a. Undivided profits and capital reserves. . . . . . . . . . . . . . . . . . . . . . . . . . 3632 18,407 26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities. . . . . . . . . . 8434 715 26.b.
27. Cumulative foreign currency translation adjustments. . . . . . . . . . . . . . . . . . . . .
28. Total equity capital (sum of items 23 through 27). . . . . . . . . . . . . . . . . . . . . . 3210 177,341 28.
29. Total liabilities, limited-life preferred stock, and equity capital
(sum of items 21, 22, and 28). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3300 1,645,787 29.
-------------------------
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best
describes the most comprehensive level of auditing work performed for the
bank by independent external auditors as of any data during
1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCON 6724 N/A M.1
</TABLE>
1 = Independent audit of the band conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
- --------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
10
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545 FFIEC 032
Page RI-3
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: 26718
-----
SCHEDULE RC-A--CASH AND BALANCES DUE FROM DEPOSITORY INSTITUTIONS
Exclude assets held for trading.
<TABLE>
<CAPTION>
----
C305
----
Dollar Amounts in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Cash items in process of collection, unposted debits, and currency and coin:
a. Cash items in process of collection and unposted debits. . . . . . . . . . . . . . . . . 0020 132,875 1.a.
b. Currency and coin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0080 21,668 1.b.
2. Balances due from depository institutions in the U.S.:
a. U.S. branches and agencies of foreign banks. . . . . . . . . . . . . . . . . . . . . . . 0083 0 2.a.
b. Other commercial banks in the U.S. and other depository institutions in the U.S. . . . . 0085 13,162 2.b.
3. Balances due from banks in foreign countries and foreign central banks:
a. Foreign branches of other U.S. banks . . . . . . . . . . . . . . . . . . . . . . . . . . 0073 0 3.a.
b. Other banks in foreign countries and foreign central banks . . . . . . . . . . . . . . . 0074 0 3.b.
4. Balances due from Federal Reserve Banks . . . . . . . . . . . . . . . . . . . . . . . . . . 0090 4,128 4.
5. Total (sum of items 1 through 4) (must equal Schedule RC, sum of items 1.a and 1.b) . . . . 0010 171,833 5.
--------------------------
Memorandum ------------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------
1. Noninterest-bearing balances due from commercial banks in the U.S. (included in items 1.a.
and 2.b above) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0050 13,062 M.1.
------------------
</TABLE>
SCHEDULE RC-B--SECURITIES
Exclude assets held for trading.
<TABLE>
<CAPTION>
C310
- --------------------------------------------------------------------------------------------------------------------------
Held-to-maturity Available-for-sale
(Column A) (Column B) (Column C) (Column D)
Amortized Cost Fair Value Amortized Cost Fair Value (1)
------------------------------------------------------------------------------
Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. U.S. Treasury securities . . . . . . . 0211 0 0213 0 1286 67,290 1287 67,496 1.
2. U.S. Government agency
and corporation obligations
(exclude mortgage-backed
securities):
a. Issued by U.S.
Government agencies (2) . . . . . . 1289 0 1290 0 1291 0 1293 0 2.a.
b. Issued by U.S.
Government-sponsored
agencies (3). . . . . . . . . . . . 1294 0 1295 0 1297 40,709 1298 41,087 2.b.
-------------------------------------------------------------------------------
</TABLE>
- ---------
(1) Includes equity securities without readily determinable fair values at
historical cost in item 6.c. column D.
(2) Includes Small Business Administration "Guaranteed Loan Pool Certificates,"
U.S. Maritime Administration obligations, and Export-Import Bank
participation certificates.
(3) Includes obligations (other than mortgage-backed securities) issued by the
Farm Credit System, the Federal Home Loan Bank System, the Federal Home Loan
Mortgage Corporation, the Federal National Mortgage Association, the
Financing Corporation, Resolution Funding Corporation, the Student Loan
Marketing Association, and the Tennessee Valley Authority.
11
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545 FFIEC 032
Page RI-4
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: 26718
-----
SCHEDULE RC-B--CONTINUED
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
Held-to-Maturity Available-for-sale
--------------------------------------------------------------------------------------
(Column A) (Column B) (Column C) (Column D)
Amortized Cost Fair Value Amoritzed Cost Fair Value (1)
--------------------------------------------------------------------------------------
Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3. Securities issued by states
and political subdivisions
in the U.S.:
a. General obligations. . . 1676 10,944 1677 11,171 1678 0 1679 0 3.a.
b. Revenue obligations. . . 1681 5,767 1686 5,955 1690 0 1691 0 3.b.
c. Industrial development
and similar obligations. 1694 0 1695 0 1696 0 1697 0 3.c.
4. Mortgage-backed
securities (MBS):
a. Pass-through securities:
(1) Guaranteed by
GNMA . . . . . . . . 1698 0 1699 0 1701 37,296 1702 37,531 4.a.(1)
(2) Issued by FNMA
and FHLMC. . . . . . 1703 0 1705 0 1706 52,665 1707 52,442 4.a.(2)
(3) Other pass-through
securities . . . . . 1709 0 1710 0 1711 0 1713 0 4.a.(3)
b. Other mortgage-backed
securities (include CMOs,
REMICs, and stripped
MBS):
(1) Issued or guaranteed
by FNMA, FHLMC
or GNMA. . . . . . . 1714 0 1715 0 1716 67,106 1717 67,666 4.b.(1)
(2) Collateralized
by MBS issued or
guaranteed by FNMA,
FHLMC, or GNMA . . . 1718 0 1719 0 1731 102 1732 102 4.b.(2)
(3) All other mortgage-
backed securities. . 1733 0 1734 0 1735 0 1736 0 4.b.(3)
5. Other debt securities:
a. Other domestic debt
securities . . . . . . . 1737 0 1738 0 1739 368 1741 382 5.a.
b. Foreign debt
securities . . . . . . . 1742 25 1743 25 1744 0 1746 0 5.b.
6. Equity securities:
a. Investments in mutual
funds. . . . . . . . . . 1747 0 1748 0 6.a.
b. Other equity securities
with readily determinable
fair values. . . . . . . 1749 0 1751 0 6.b.
c. All other equity
securities (1) . . . . . 1752 9,921 1753 9,921 6.c.
7. Total (sum of items 1
through 6) (total of
column A must equal
Schedule RC, item 2.a)
(total of Column D must
equal Schedule RC,
item 2.b) . . . . . . . . . 1754 16,736 1771 17,151 1772 275,457 1773 276,627 7.
--------------------------------------------------------------------------------------
</TABLE>
(1) Includes equity securities without readily determinable fair values at
historical cost in tiem 6.c, column D.
12
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545 FFIEC 032
Page RC-5
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: |2|6|7|1|8|
SCHEDULE RC-B--CONTINUED
<TABLE>
<CAPTION>
Memoranda C312 (-
------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ------------------------------------------------------------------------------------------------ ------------------
<S> <C> <C> <C>
1. Pledged securities(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0416 243,105 M.1.
2. Maturity and repricing data for debt securities(2)(3)(4) (excluding those in nonaccrual status):
a. Fixed rate debt securities with a remaining maturity of:
(1) Three months or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0343 2,559 M.2.a.(1)
(2) Over three months through 12 months. . . . . . . . . . . . . . . . . . . . . . . . . 0344 18,030 M.2.a.(2)
(3) Over one year through five years . . . . . . . . . . . . . . . . . . . . . . . . . . 0345 77,956 M.2.a.(3)
(4) Over five years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0346 73,210 M.2.a.(4)
(5) Total fixed rate debt securities (sum of Memorandum items 2.a(1) through 2.a(4)) . . 0347 171,755 M.2.a.(5)
b. Floating rate debt securities with a repricing frequency of:
(1) Quarterly or more frequently . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4544 44,514 M.2.b.(1)
(2) Annually or more frequently, but less frequently than quarterly. . . . . . . . . . . 4545 67,173 M.2.b.(2)
(3) Every five years or more frequently, but less frequently than annually . . . . . . . 4551 0 M.2.b.(3)
(4) Less frequently than every five years. . . . . . . . . . . . . . . . . . . . . . . . 4552 0 M.2.b.(4)
(5) Total floating rate debt securities (sum of Memorandum items 2.b.(1) through 2.b.(4)). . 4553 111,687 M.2.b.(5)
c. Total debt securities (sum of Memorandum items 2.a.(5) and 2.b.(5)) (must equal total
debt securities from Schedule RC-B, sum of items 1 through 5, Columns A and O, minus
nonaccrual debt securities included in Schedule RC-N, item 9, column C). . . . . . . . . 0393 283,442 M.2.c.
3. Not applicable
4. Held-to-maturity debt securities restructured and in compliance with modified terms (included
in Schedule RC-B, items 3 through 5, column A, above) . . . . . . . . . . . . . . . . . . . 5365 0 M.4.
5. Not applicable
6. Floating rate debt securities with a remaining maturity of one year or less (2)(5) (to be
completed by all banks) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5519 500 M.6.
7. Amortized cost of held-to-maturity securities sold or transferred to available-for-sale or
trading securities during the calendar year-to-date (report the amortized cost at date
of sale or transfer). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1778 112,100 M.7.
8. High-risk mortgage securities (included in the held-to-maturity and available-for-sale
accounts in Schedule RC-B, item 4.b):
a. Amortized cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8780 0 M.8.a.
b. Fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8781 0 M.8.b.
9. Structured notes (included in the held-to-maturity and available-for-sale accounts in
Schedule RC-B, items 2, 3, and 5):
a. Amortized cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8782 5,250 M.9.a.
b. Fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8783 5,261 M.9.b.
</TABLE>
- --------------------
(2) Includes held-to-maturity securities at amortized cost and available-for-
sale securities at fair value.
(3) Exclude equity securities, e.g., investments in mutual funds, Federal
Reserve stock, common stock, and preferred stock.
(4) Memorandum item 2 is not applicable to savings banks that must complete
supplemental Schedule RC-J.
(5) For commercial banks, the debt securities included in Memorandum item 6 will
also have been reported in Memorandum item 2.b above. For savings banks,
the debt securities included in Memorandum item 6 will also have been
reported in supplemental Schedule RC-J, part I, item 4. Savings banks
should note that available-for-sale debt securities are reported at fair
value in Memorandum item 6 and at amortized cost in Schedule RC-J.
13
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545 FFIEC 032
Page RC-6
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: |2|6|7|1|8|
SCHEDULE RC-C--LOANS AND LEASE FINANCING RECEIVABLES
PART I. LOANS AND LEASES
Do not deduct the allowance for loan and lease losses from amounts in this
schedule. Report total loans and leases, net of unearned income. Exclude
assets held for trading.
<TABLE>
<CAPTION>
C315 (-
------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ------------------------------------------------------------------------------------------------ ------------------
<S> <C> <C> <C>
1. Loans secured by real estate:
a. Construction and land development . . . . . . . . . . . . . . . . . . . . . . . . . . . 1415 57,909 1.a.
b. Secured by farmland (including farm residential and other improvements) . . . . . . . . 1420 945 1.b.
c. Secured by 1-4 family residential properties:
(1) Revolving, open-end loans secured by 1-4 family residential properties and
extended under lines of credit. . . . . . . . . . . . . . . . . . . . . . . . . . . 1797 9,245 1.c.(1)
(2) All other loans secured by 1-4 family residential properties:
(a) Secured by first liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5367 81,896 1.c.(2)(a)
(b) Secured by junior liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5368 7,915 1.c.(2)(b)
d. Secured by multifamily (5 or more) residential properties . . . . . . . . . . . . . . . 1460 33,240 1.d.
e. Secured by nonfarm nonresidential properties. . . . . . . . . . . . . . . . . . . . . . 1480 174,516 1.e.
2. Loans to depository institutions:
a. To commercial banks in the U.S.:
(1) To U.S. branches and agencies of foreign banks. . . . . . . . . . . . . . . . . . . 1506 0 2.a.(1)
(2) To other commercial banks in the U.S. . . . . . . . . . . . . . . . . . . . . . . . 1507 0 2.a.(2)
b. To other depository institutions in the U.S.. . . . . . . . . . . . . . . . . . . . . . 1517 10,000 2.b.
c. To banks in foreign countries:
(1) To foreign branches of other U.S. banks . . . . . . . . . . . . . . . . . . . . . . 1513 0 2.c.(1)
(2) To other banks in foreign countries . . . . . . . . . . . . . . . . . . . . . . . . 1516 175 2.c.(2)
3. Loans to finance agricultural production and other loans to farmers. . . . . . . . . . . . 1590 26,620 3.
4. Commercial and industrial loans:
a. To U.S. addressees (domicile) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1763 304,144 4.a.
b. To non-U.S. addressees (domicile) . . . . . . . . . . . . . . . . . . . . . . . . . . . 1764 0 4.b.
5. Acceptance of other banks:
a. Of U.S. banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1756 0 5.a.
b. Of foreign banks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1757 0 5.b.
6. Loans to individuals for household, family, and other personal expenditures
(i.e., consumer loans) (includes purchased paper):
a. Credit cards and related plans (includes check credit and other revolving credit plans) 2008 3,720 6.a.
b. Other (includes single payment, installment, and all student loans) . . . . . . . . . . 2011 278,737 6.b.
7. Loans to foreign governments and official institutions (including foreign central banks) . 2081 0 7.
8. Obligations (other than securities and leases) of states and political subdivisions
in the U.S. (including nonrated industrial development obligations). . . . . . . . . . . . 2107 12,509 8.
9. Other loans:
a. Loans for purchasing or carrying securities (secured or unsecured). . . . . . . . . . . 1545 586 9.a.
b. All other loans (excluding consumer loans). . . . . . . . . . . . . . . . . . . . . . . 1564 10,072 9.b.
10. Lease financing receivables (net of earned income):
a. Of U.S. addressees (domicile) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2182 0 10.a.
b. Of non-U.S. addressees (domicile) . . . . . . . . . . . . . . . . . . . . . . . . . . . 2183 0 10.b.
11. LESS: Any unearned income on loans reflected on items 1-9 above. . . . . . . . . . . . . . 2123 0 11.
12. Total loans and leases, net of unearned income (sum of items 1 through 10)
minus item 11) (must equal Schedule RC, item 4.a). . . . . . . . . . . . . . . . . . . . . 2122 1,012,229 12.
</TABLE>
14
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545 FFIEC 032
Page RC-7
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: |2|6|7|1|8|
SCHEDULE RC-C--CONTINUED
PART I. CONTINUED
<TABLE>
<CAPTION>
Memoranda
Dollar Amounts in Thousands RCON Bil Mil Thou
- ------------------------------------------------------------------------------------------------ ------------------
<S> <C> <C> <C>
1. Commercial paper included in Schedule RC-C, part I, above . . . . . . . . . . . . . . . . . 1496 0 M.1
2. Loans and leases restructured and in compliance with modified terms (included in
Schedule RC-C, part I, above and not reported as past due or nonaccrual in Schedule RC-N,
Memorandum item 1):
a. Loans secured by real estate:
(1) To U.S. addressees (domicile). . . . . . . . . . . . . . . . . . . . . . . . . . . . 1687 0 M.2.a.(1)
(2) To non-U.S. addressees (domicile). . . . . . . . . . . . . . . . . . . . . . . . . . 1689 0 M.2.a.(2)
b. All other loans and all lease financing receivables (exclude loans to individuals
for household, family, and other personal expenditures). . . . . . . . . . . . . . . . . 8691 0 M.2.b.
c. Commercial and industrial loans to and lease financing receivables of
non-U.S. addressees (domicile) included in Memorandum item 2.b above . . . . . . . . . . 8692 0 M.2.c.
3. Maturity and repricing data for loans and leases(1) (excluding those in nonaccrual status):
a. Fixed rate loans and leases with a remaining maturity of:
(1) Three months or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0348 33,843 M.3.a(1)
(2) Over three months through 12 months. . . . . . . . . . . . . . . . . . . . . . . . . 0349 24,880 M.3.a(2)
(3) Over one year through five years . . . . . . . . . . . . . . . . . . . . . . . . . . 0356 325,907 M.3.a(3)
(4) Over five years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0357 98,148 M.3.a(4)
(5) Total fixed rate loans and leases (sum of Memorandum items 3.a.(1)
through 3.a.(4)) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0358 482,778 M.3.a(5)
b. Floating rate loans and leases with a repricing frequency of:
(1) Quarterly or more frequently . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4554 505,287 M.3.b(1)
(2) Annually or more frequently, but less frequently than quarterly. . . . . . . . . . . 4555 13,111 M.3.b(2)
(3) Every five years or more frequently, but less frequently than annually . . . . . . . 4561 647 M.3.b(3)
(4) Less frequently than every five years. . . . . . . . . . . . . . . . . . . . . . . . 4564 0 M.3.b(4)
(5) Total floating rate loans (sum of Memorandum items 3.b.(1) through 3.b.(4)). . . . . 4567 519,045 M.3.b(5)
c. Total loans and leases (sum of Memorandum items 3.s.(5) and 3.b.(5))
(must equal the sum of total loans and leases, net, from Schedule RC-C, part I, item 12,
plus earned income from Schedule RC-C, part I, item 11, minus total nonaccrual
loans and leases from Schedule RC-N, sum of items 1 through 8, column C) . . . . . . . . 1479 1,001,823 M.3.c.
4. Loans to finance commercial real estate, construction, and land development activities
(not secured by real estate) included in Schedule RC-C, part I, items 4 and 9.b,
page RC-6(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2746 6,131 M.4.
5. Loans and leases held for sale (included in Schedule RC-C, part I, above) . . . . . . . . . 5369 123 M.5.
6. Adjustable rate closed-end loans secured by first liens on 1-4 family residential properties
(included in Schedule RC-C, part I, item 1.c.(2)(a), page RC-6) . . . . . . . . . . . . . . 5370 21,757 M.6.
</TABLE>
- --------------------
(1) Memorandum item 3 is not applicable to savings banks that must complete
supplemental Schedule RC-J.
(2) Exclude loans secured by real estate that are included in Schedule RC-C,
part I, items 1.a through 1.e.
15
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545 FFIEC 032
Page RC-8
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: |2|6|7|1|8|
SCHEDULE RC-D--TRADING ASSETS AND LIABILITIES
Schedule RC-D is to be completed only by banks with $1 billion or more in total
assets or with $2 billion or more in par/notional amount of off-balance sheet
derivative contracts (as reported in Schedule RC-L, items 14.a through 14.e,
columns A through D).
<TABLE>
<CAPTION>
C320 (-
------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ------------------------------------------------------------------------------------------------ ------------------
<S> <C> <C> <C>
ASSETS
1. U.S. Treasury Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3531 0 1.
2. U.S. Government agency and corporation obligations (exclude mortgage-backed securities). . 3532 0 2.
3. Securities issued by states and political subdivisions in the U.S. . . . . . . . . . . . . 3533 0 3.
4. Mortgage-backed securities (MBS):
a. Pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA. . . . . . . . . . 3534 0 4.a.
b. Other mortgage-backed securities issued or guaranteed by FNMA, FHLMC, or GNMA
(include CMOs, REMICs, and stripped MBS). . . . . . . . . . . . . . . . . . . . . . . . 3535 0 4.b.
c. All other mortgage-backed securities. . . . . . . . . . . . . . . . . . . . . . . . . . 3536 0 4.c.
5. Other debt securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3537 0 5.
6. Certificates of deposit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3538 0 6.
7. Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3539 0 7.
8. Banker's acceptances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3540 0 8.
9. Other trading assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3541 0 9.
10. Not applicable
11. Revaluation gains on interest rate, foreign exchange rate, and other commodity and equity
contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4549 0 11.
12. Total trading assets (sum of items 1 through 11) (must equal Schedule RC, item 5). . . . . 3545 0 12.
LIABILITIES
13. Liability for short positions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3546 0 13.
14. Revaluation losses on interest rate, foreign exchange rate, and other commodity and equity
contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3547 0 14.
15. Total trading liabilities (sum of items 13 and 14) (must equal Schedule RC, item 15.b) . . 3548 0 15.
</TABLE>
16
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545 FFIEC 032
Page RC-9
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: |2|6|7|1|8|
SCHEDULE RC-E--DEPOSIT LIABILITIES
<TABLE>
<CAPTION>
C325 (-
-------
Nontransaction
Transaction Accounts Accounts
---------------------------------------- ------------------
(Column A) (Column B) (Column C)
Total transaction Memo: Total Total
accounts (including demand deposits nontransaction
total demand (included in accounts
deposits) column A) (including MMDAs)
------------------ ------------------ ------------------
Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
- ---------------------------------------------------- ------------------ ------------------ ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Deposits of:
1. Individuals, partnerships and corporations. . . 2201 339,728 2240 315,831 2346 771,991 1.
2. U.S. Government . . . . . . . . . . . . . . . . 2202 9,146 2280 9,146 2520 0 2.
3. States and political subdivisions in the U.S. . 2203 40,796 2290 32,604 2530 58,382 3.
4. Commercial banks in the U.S.. . . . . . . . . . 2206 34,562 2310 34,562 4.
a. U.S. branches and agencies of foreign banks. 2347 0 4.a.
b. Other commercial banks in the U.S. . . . . . 2348 1,087 4.b.
5. Other depository institutions in the U.S. . . . 2207 3,294 2312 3,294 2349 0 5.
6. Banks in foreign countries. . . . . . . . . . . 2213 0 2320 0 6.
a. Foreign branches of other U.S. banks . . . . 2367 0 6.a.
b. Other banks in foreign countries . . . . . . 2373 0 6.b.
7. Foreign governments and official institutions
(including foreign central banks) . . . . . . . 2216 0 2300 0 2377 0 7.
8. Certified and official checks . . . . . . . . . 2330 10,405 2330 10,405 8.
9. Total (sum of items 1 through 8) (sum of
columns A and C must equal Schedule RC,
item 13.a). . . . . . . . . . . . . . . . . . . 2215 437,931 2210 405,842 2385 831,460 9.
</TABLE>
<TABLE>
<CAPTION>
Memoranda
Dollar Amounts in Thousands RCON Bil Mil Thou
- ------------------------------------------------------------------------------------------------ ------------------
<S> <C> <C> <C>
1. Selected components of total deposits (i.e., sum of item 9, columns A and C):
a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts. . . . . . . . . . . 6835 68,549 M.1.a.
b. Total brokered deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2365 0 M.1.b.
c. Fully insured brokered deposits (included in Memorandum item 1.b above):
(1) Issued in denominations of less that $100,000. . . . . . . . . . . . . . . . . . . . 2343 0 M.1.c.(1)
(2) Issued either in denominations of less that $100,000 or in denominations greater than
$100,000 and participated out by the broker in shares of $100,000 or less. . . . . . 2344 0 M.1.c.(2)
d. Total deposits denominated in foreign currencies . . . . . . . . . . . . . . . . . . . . 3776 0 M.1.d
e. Preferred deposits (uninsured deposits of states and political subdivisions in the U.S.
reported in item 3 above which are secured or collateralized as required under state law 5590 98,631 M.1.e
2. Components of total nontransaction accounts (- sum of Memoranda items 2.a through 2.d must
equal item 9, column C, above):
a. Savings deposits:
(1) Money market deposit accounts (MMDAs). . . . . . . . . . . . . . . . . . . . . . . . 6810 388,371 M.2.a(1)
(2) Other savings deposits (excludes MMDAs). . . . . . . . . . . . . . . . . . . . . . . 0352 49,880 M.2.a.(2)
b. Total time deposits of less that $100,000. . . . . . . . . . . . . . . . . . . . . . . . 6648 274,331 M.2.b
c. Time certificates of deposit of $100,000 or more . . . . . . . . . . . . . . . . . . . . 6645 118,578 M.2.c.
d. Open-account time deposits of $100,000 or more . . . . . . . . . . . . . . . . . . . . . 6646 300 M.2.d.
3. All NOW accounts (included in column A above) . . . . . . . . . . . . . . . . . . . . . . . 2398 32,089 M.3.
</TABLE>
17
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2345 FFIEC O32
Page RC-10
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FIDC Certificate No.: 26718
SCHEDULE RC-E--CONTINUED
Memoranda (Continued)
<TABLE>
<CAPTION>
Deposit Totals for FDIC Insurance Assessments
Dollar Amounts in Thousands RCON Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
4. Total deposits (sum of items 9, column A and item 9, column C )
(must equal Schedule RC, item 13.a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2200 1,269,391 M.4
a. Total (demand deposits ( must equal item 9, column 8) . . . . . . . . . . . . . . . . . . 2210 405,842 M.4.a
b. Total (time and savings deposits (1) (must equal item 9, column A plus item 9, column C
minus item 9, column 8). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2350 863,549 M.4.b
- -----------
(1) for FDIC insurance assessment purposes, "total time and savings deposits" consists of nontransaction accounts and all
transaction accounts other than demand deposits.
Dollar Amounts in Thousands RCON Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------
5. Time deposits of less than $100,000 and open-account time deposits of $100,000 or more
(included in in Memorandum items 2.b and 2.d above) with a remaining maturity or repricing
frequency of :(1)
a. Three months or less. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0359 63,218 M.5.a.
b. Over three months through 12 months (but not over 12 months). . . . . . . . . . . . . . . 3644 124,119 M.6.a.(2)
6. Maturity and repricing data for time certificates of deposit of $100,000 or more: (1)
a. Fixed rate time certificates of deposit of $100,000 or more with a remaining maturity of:
(1) Three months or less. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2761 67,783 M.6.a.(1)
(2) Over three months through 12 months . . . . . . . . . . . . . . . . . . . . . . . . . 2762 36,272 M.6.a.(2)
(3) Over one year through five years. . . . . . . . . . . . . . . . . . . . . . . . . . . 2763 14,340 M.6.a.(3)
(4) Over five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2765 183 M.6.a.(4)
(5) Total fixed rate time certificates of deposit of $100,000 or more (sum of
Memorandum items 6.a.(1) through 6.a.(4) . . . . . . . . . . . . . . . . . . . . . . . 2767 118,578 M.6.a.(5)
b. Floating rate time certificates of deposit of $100,000 or more with a repricing
frequency of: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1) Quarterly or more frequently. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4568 0 M.6.b.(1)
(2) Annually or more frequently, but less than quarterly. . . . . . . . . . . . . . . . . 4569 0 M.6.b.(2)
(3) Every five years or more frequently, but less than annually . . . . . . . . . . . . . 4571 0 M.6.b.(3)
(4) Less frequently than every five years . . . . . . . . . . . . . . . . . . . . . . . . 4572 0 M.6.b.(4)
(5) Total floating rate time certificate of deposit of $100,000 or more (sum of Memorandum
items 6.b.(1) through 6.b.(4)). . . . . . . . . . . . . . . . . . . . . . . . . . . . 4573 0 M.6.b.(5)
c. Total time certificates of deposit of $100,000 or more (sum of Memorandum items 6.a.(5)
and 6.b.(5)) (must equal Memorandum item 2.c.above) . . . . . . . . . . . . . . . . . . . 6645 118,578 M.6.c
---------------------
</TABLE>
- ------------
(1) Memorandum items 5 and 6 are not applicable to savings banks that must
complete supplemental Schedule RC-J.
18
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2345 FFIEC O32
Page RC-11
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FIDC Certificate No.: 26718
SCHEDULE RC-F--OTHER ASSETS
<TABLE>
<CAPTION>
--------
C330 ( -
--------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Income earned, not collected on loans . . . . . . . . . . . . . . . . . . . . . . . . . . . 2164 8,335 1.
2. Net deferred tax assets (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2148 4,343 2.
3. Excess residential mortgage servicing fees receivable . . . . . . . . . . . . . . . . . . . 5371 0 3.
4. Other (itemize and describe amounts that exceed 25% of this item) . . . . . . . . . . . . . 2168 38,266 4.
------------ -------------------------
a. TEXT 3549 A/R Goldman Sachs ( Sweep account ) RCON 3549 24,497 4.a
----------- ------------------------------------------------
b TEXT 3550 RCON 3550 4.b
----------- ------------------------------------------------
c. TEXT 3551 RCON 3551 4.c
------------------------------------------------------------------------------------------
5.Total (sum of items 1 through 4) (must equal schedule RC, item 11) . . . . . . . . . . . . . 2160 50,944 5.
--------------------
Memorandum
--------------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------
1. Deferred tax assets disallowed for regulatory capital purposes. . . . . . . . . . . . . . . 5610 0 M.1.
</TABLE>
SCHEDULE RC-G--OTHER LIABILITIES
<TABLE>
<CAPTION>
--------
C330 ( -
--------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. a. Interest accrued and unpaid on deposits (2). . . . . . . . . . . . . . . . . . . . . . . 3645 3,308 1.a.
b. Other expenses accrued and unpaid (includes accrued income taxes payable). . . . . . . . 3646 6,031 1.b.
2. Net deferred tax liabilities (1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3049 0 2.
3. Minority interest in consolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . . 3000 0 3.
4. Other (itemize and describe amounts that exceed 25% of this item) . . . . . . . . . . . . . 2938 185 4.
------------ -------------------------
a. TEXT 3552 Accounts payable clearing RCON 3552 113 4.a
------------ -----------------------------------------------
b. TEXT 3553 Non cash collections RCON 3553 48 4.b
------------ -----------------------------------------------
c. TEXT 3554 RCON 3554 4.c
------------------------------------------------------------------------------------------
5. Total (sum of items 1 through 4) (must equal schedule RC, item 20) 2930 9,524 5.
------------------
</TABLE>
- ------------
(1) See discussion of deferred income taxes in Glossary entry on "income taxes."
(2) For savings banks, includes "dividends" accrued and unpaid on deposits.
19
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2345 FFIEC O32
Page RC-12
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FIDC Certificate No.: 26718
SCHEDULE RC-K--QUARTERLY AVERAGES (1)
<TABLE>
<CAPTION>
--------
C335 ( -
--------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS
1. Interest-bearing balances due from depository institutions . . . . . . . . . . . . . . . . . 3381 36 1.
2. U.S. Treasury securities and U.S. Government agency and corporation obligations (2) . . . . 3382 265,709 2.
3. Securities issued by states and political subdivisions in the U.S. (2) . . . . . . . . . . . 3383 16,708 3.
4. a. Other debt securities(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3647 915 4.a
b. Equity securities(3) (includes investments in mutual funds and Federal Reserve stock) . . 3648 9,922 4.b.
5. Federal funds sold and securities purchased under agreements to resell . . . . . . . . . . . 3365 56,434 5.
6. Loans:
a. Total loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3360 1,018,810 6.a.
b. Loans secured by real estate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3385 295,886 6.b.
c. Loans to finance agricultural production and other loans to farmers . . . . . . . . . . . 3386 23,345 6.c.
d. Commercial and industrial loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3387 306,287 6.d.
e. Loans to individuals for household, family, and other personal expenditures . . . . . . . 3388 302,450 6.e.
7. Trading assets(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3401 0 7.
8. Lease financing receivables (net of unearned income) . . . . . . . . . . . . . . . . . . . . 3484 0 8.
9. Total assets(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3368 1,589,364 9.
LIABILITIES
10. Interest bearing transaction accounts (NOW accounts, ATS accounts, and telephone
and preauthorized transfer accounts (exclude demand deposits) . . . . . . . . . . . . . . . 3485 19,263 10.
11. Nontransaction accounts:
a. Money market deposit accounts (MMDAs). . . . . . . . . . . . . . . . . . . . . . . . . . 3486 394,504 11.a
b. Other savings deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3487 2,556 11.b.
c. Time certificates of deposit of $100,000 or more . . . . . . . . . . . . . . . . . . . . 3345 91,521 11.c.
d. All other time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3469 300,784 11.d.
12. Federal funds purchased and securities under agreements to repurchase . . . . . . . . . . . 3353 169,072 12.
13. Other borrowed money. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3355 11,693 13.
--------------------
</TABLE>
- ---------------------
(1) For all items, banks have the option of reporting either (1)an average of
daily figures for the quarter, or (2) an average of weekly figures (i.e.,
the Wednesday of each week of the quarter).
(2) Quarterly averages for all debt securities should be based on amortized
cost.
(3) Quarterly averages for all equity securities should be based on historical
cost.
(4) The quarterly average for total assets should reflect all debt securities
(not held for trading) at amortized cost, equity securities with readily
determinable fair values at the lower of cost or fair value, and equity
securities without readily determinable fair values at historical cost.
20
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2345 FFIEC O32
Page RC-13
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FIDC Certificate No.: 26718
SCHEDULE RC-L--OFF-BALANCE SHEET ITEMS
Please read carefully the instructions for the preparation of schedule RC-L.
Some of the amounts reported in Schedule RC-L are regarded as volume
indicators and not necessarily as measures of risk.
<TABLE>
<CAPTION>
--------
C360 ( -
--------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Unused commitments:
a. Revolving, open-end lines secured by 1-4 family residential properties, e.g., home equity
lines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3814 5,920 1.a.
b. Credit card lines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3815 0 1.b.
c. Commercial real estate, construction, and land development:
(1) Commitments to fund loans secured by real estate. . . . . . . . . . . . . . . . . . . 3816 31,974 1.c.(1)
(2) Commitments to fund loans not secured by real estate. . . . . . . . . . . . . . . . . 6550 525 1.c.(2)
d. Securities underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3817 0 1.d.
e. Other unused commitments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3818 495,888 1.e.
2. Financial standby letters of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3819 15,960 2.
----------------------
a. Amount of financial standby letters of credit conveyed to others RCON 3820 0
---------------------- 2.a.
3. Performance standby letters of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . 3821 98,031 3.
----------------------
a. Amount of performance standby letters of credit conveyed to others RCON 3822. 0 3.a.
---------------------
4. Commercial and similar letters of credit. . . . . . . . . . . . . . . . . . . . . . . . . . 3411 28,106 4.
5. Participations in acceptances (as described in the instructions) conveyed to others by the
reporting bank. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3428 0 5.
6. Participations in acceptances (as described in the instructions) acquired by the reporting
(nonaccepting) bank. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3429 0 6.
7. Securities borrowed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3432 0 7.
8. Securities lent (including customers' securities lent where the customer is indemnified
against loss by the reporting bank). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3433 0 8.
9. Mortgages transferred (i.e., sold or swapped) with recourse that have been treated as sold
for Call Report purposes:
a. FNMA and FMLMC residential mortgage loan pools:
(1) Outstanding principal balance of mortgages transferred as of the report date . . . . 3650 0 9.a.(1)
(2) Amount of recourse exposure on these mortgages as of the report date . . . . . . . . 3651 0 9.a.(2)
b. Private (nongovernment-issued or -guaranteed) residential mortgage loan pools:
(1) Outstanding principal balance of mortgages transferred as of the report date. . . . . 3652 0 9.b.(11)
(2) Amount of recourse exposure on these mortgages as of the report date. . . . . . . . . 3653 0 9.b.(2)
c. Farmer Mac agricultural mortgage loan pools:
(1) Outstanding principal balance of mortgages transferred as of the report date. . . . . 3654 0 9.c.(1)
(2) Amount of recourse exposure on these mortgages as of the report date. . . . . . . . . 3655 0 9.c.(2)
10. When-issued securities:
a. Gross commitments to purchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3434 0 10.a.
b. Gross commitments to sell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3435 0 10.b.
11. Spot foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8765 0 11.
12. All other off-balance sheet liabilities (exclude off balance sheet derivatives)
(itemize and describe each component of this item over 25% of Schedule RC, item 28,
"Total equity capital"). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3430 0 12.
-------------- ------------------------
a. TEXT 3555 RCON 3555 12.a.
------------------------------------------------------------------
b. TEXT 3556 RCON 3556 12.b.
------------------------------------------------------------------
c. TEXT 3557 RCON 3557 12.c.
------------------------------------------------------------------
d. TEXT 3558 RCON 3558 12.d.
------------------------------------------------------------------------------------------
13. All other off-balance sheet assets (exclude off-balance sheet derivatives)(itemize and
describe each component of this item over 25% of Schedule RC, item 28, "Total equity capital") 5591 0 13.
-------------- ------------------------
a. TEXT 5592 RCON 5592 13.a.
------------------------------------------------------------------
b. TEXT 5593 RCON 5593 13.b.
------------------------------------------------------------------
c. TEXT 5594 RCON 5594 13.c.
------------------------------------------------------------------
d. TEXT 5595 RCON 5595 13.d.
------------------------------------------------------------------------------------------
</TABLE>
21
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2345 FFIEC O32
Page RC-14
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FIDC Certificate No.: 26718
SCHEDULE RC-L--Continued
<TABLE>
<CAPTION>
----------------
C361 ( -
------------------------------------------------------------------------------
(Column A) (Column B) (Column C) (Column D)
Dollar Amounts in Thousands Interest Rate Foreign Exchange Equity Derivative Commodity and
- --------------------------------------
Off-balance Sheet Derivatives Contracts Contracts Contracts Other contracts
------------------- ------------------- ------------------- -------------------
Position Indicators Tri Bil Mil Thou Tri Bil Mil Thou Tri Bil Mil Thou Tri Bil Mil Thou
- -------------------------------------- ------------------- ------------------- ------------------- -------------------
<S> <C> <C> <C> <C> <C>
14. Gross amounts (e.g.,notional
amounts) (for each column, sum of
items 14.a through 14.e must equal
sum of items 15,16.a, and 16.b):
------------------- ------------------- -------------------- ------------------
a. Futures contracts............... 0 0 0 0 14.a.
------------------- ------------------ ------------------ -------------------
RCON 8693 RCON 8694 RCON 8695 RCON 8696
-------------------- ------------------ --------------------------------------
b. Forward contracts............... 0 27 0 0 14.b.
------------------- ------------------ ------------------ -------------------
RCON 8697 RCON 8698 RCON 8699 RCON 8700
------------------- ------------------ ------------------ -------------------
c. Exchange-traded option contracts:
------------------- ------------------ ------------------ -------------------
(1) Written options........... 0 0 0 0 14.c.(1)
------------------- ------------------ ------------------ -------------------
RCON 8701 RCON 8702 RCON 8703 RCON 8704
------------------- ------------------ ------------------ -------------------
(2) Purchased options.......... 0 0 0 0 14.c.(2)
------------------- ------------------ ------------------ -------------------
RCON 8705 RCON 8706 RCON 8707 RCON 8708
------------------- ------------------ ------------------ -------------------
d. Over-the-counter option contracts:
------------------- ------------------ ------------------ -------------------
(1) Written options........... 0 0 0 0 14.d.(1)
------------------- ------------------ ------------------ -------------------
RCON 8709 RCON 8710 RCON 8711 RCON 8712
------------------- ------------------ ------------------ -------------------
(2) Purchased options.......... 0 0 0 0 14.d.(2)
------------------- ------------------ ------------------ -------------------
RCON 8713 RCON 8714 RCON 8715 RCON 8716
------------------- ------------------ ------------------ -------------------
e. Swaps........................... 110,208 0 0 0 14.e.
------------------- ------------------ ------------------ -------------------
RCON 3450 RCON 3826 RCON 8719 RCON 8720
------------------- ------------------ ------------------ -------------------
15. Total gross notional amount of
derivative contracts held
for trading........................ 0 0 0 0 15.
------------------- ------------------ ------------------ -------------------
RCON A126 RCON A127 RCON 8723 RCON 8724
------------------- ------------------ ------------------ -------------------
16. Total gross notional amount of
derivative contracts held for
purposes other than trading:
------------------- ------------------ ------------------ -------------------
a. Contracts marked to market...... 0 0 0 0 16.a.
------------------- ------------------ ------------------ -------------------
RCON 8725 RCON 8726 RCON 8727 RCON 8728
------------------- ------------------ ------------------ -------------------
b. Contracts not marked to market.. 110,208 27 0 0 16.b.
------------------- ------------------ ------------------ -------------------
RCON 8729 RCON 8730 RCON 8731 RCON 8732
------------------- ------------------ ------------------ -------------------
</TABLE>
22
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545
Page RC-15
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: 26718
Schedule RC-L--Continued
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
(Column A) (Column B) (Column C) (Column D)
Dollar Amounts in Thousands Interest Rate Foreign Exchange Equity Derivative Commodity and
- ----------------------------------- Contracts Contracts Contracts Other Contracts
Off-balance Sheet Derivatives ------------------ ------------------ ------------------ ------------------
Position Indicators RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
- ----------------------------------- ------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
17. Gross fair values:
a. Contracts held for
trading:
(1) Gross positive
fair value. . . . . . . . 8733 0 8734 0 8735 0 8736 0 17.a.(1)
(2) Gross negative
fair value. . . . . . . . 8737 0 8738 0 8739 0 8740 0 17.a.(2)
b. Contracts held for
purposes other than
trading that are marked
to market:
(1) Gross positive
fair value. . . . . . . . 8741 0 8742 0 874 0 8744 0 17.b.(1)
(2) Gross negative
fair value. . . . . . . . 8745 0 8746 0 8747 0 8748 0 17.b.(2)
c. Contracts held for
purposes other than
trading that are not
marked to market:
(1) Gross positive
fair value. . . . . . . . 8749 177 8750 27 8751 0 8752 0 17.c.(1)
(2) Gross negative
fair value. . . . . . . . 8753 0 8754 0 8755 0 8756 0 17.c.(2)
------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Memoranda ------------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ------------------------------------------------------------------------------------------------ ------------------
<S> <C> <C> <C>
1.-2. Not applicable
3. Unused commitments with an original maturity exceeding one year that are reported in
Schedule RC-L, items 1.a through 1.e, above (report only the unused portions of
commitments that are fee paid or otherwise legally binding). . . . . . . . . . . . . . . . . 3833 421,436 M.3.
a. Participations in commitments with an original maturity -----------------------
exceeding one year conveyed to others. . . . . . . . . . . . . . . RCON 3834 66,115 M.3.a.
4. To be completed only by banks with $1 billion or more in total assets:-----------------------
Standby letters of credit (both financial and performance) issued to non-U.S. addresses
(domicile) included in Schedule RC-L, items 2 and 3, above . . . . . . . . . . . . . . . . . 3377 0 M.4.
5. To be completed for the September report only:
Installment loans to individuals for household, family, and other personal expenditures that
have been securitized and sold without recourse (with servicing retained), amounts
outstanding by type of loan:
a. Loans to purchase private passenger automobiles . . . . . . . . . . . . . . . . . . . . . 2741 N/A M.5.a.
b. Credit cards and related plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2742 N/A M.5.b.
c. All other consumer installment credit (including mobile home loans) . . . . . . . . . . . 2743 N/A M.5.c.
</TABLE>
23
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545
Page RC-16
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip Oklahoma City, OK 73125
FDIC Certificate No.: 26718
Schedule RC-M--Memoranda
<TABLE>
<CAPTION>
--------
C365
------------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ------------------------------------------------------------------------------------------------- ------------------
<S> <C> <C> <C>
1. Extensions of credit by the reporting bank to its executive officers, directors, principal
shareholders, and their related interests as of the report date:
a. Aggregate amount of all extensions of credit to all executive officers, directors, principal
shareholders, and their related interests . . . . . . . . . . . . . . . . . . . . . . . . 6164 2,479 1.a.
b. Number of executive officers, directors, and principal shareholders to whom the amount of
all extensions of credit by the reporting bank (including extensions of credit to
related interests) equals or exceeds the lesser of $500,000 or 5 percent Number
of total capital as defined for this purpose in agency regulations RCON 6165 3 1.b.
2. Federal funds sold and securities purchased under agreements to resell with U.S. branches
and agencies of foreign banks(1) (included in Schedule RC, items 3.a and 3.b . . . . . . . . 3405 0 2.
3. Not applicable.
4. Outstanding principal balance of 1-4 family residential mortgage loans serviced for others
(include both retained servicing and purchased servicing):
a. Mortgages serviced under a GNMA Contract. . . . . . . . . . . . . . . . . . . . . . . . . 5500 0 4.a.
b. Mortgages serviced under a FHLMC Contract:
(1) Serviced with recourse to servicer. . . . . . . . . . . . . . . . . . . . . . . . . . 5501 0 4.b.(1)
(2) Serviced without recourse to servicer . . . . . . . . . . . . . . . . . . . . . . . . 5502 0 4.b.(2)
c. Mortgages serviced under a FNMA Contract:
(1) Serviced under a regular option Contract. . . . . . . . . . . . . . . . . . . . . . . 5503 0 4.c.(1)
(2) Serviced under a special option Contract. . . . . . . . . . . . . . . . . . . . . . . 5504 0 4.c.(2)
d. Mortgages serviced under other servicing Contracts. . . . . . . . . . . . . . . . . . . . 5505 0 4.d.
5. To be completed only by banks with $1 billion or more in total assets:
Customers' liability to this bank on acceptances outstanding (sun of items 5.a and 5.b must
equal Schedule RC, item 9:
(a) U.S. addresses (domicile). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2103 434 5.a.
(b) Non-U.S. addresses (domicile). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2104 0 5.b.
6. Intangible assets: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3164 0 6.a.
a. Mortgage servicing rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3164 0 6.a.
b. Other identifiable intangible assets:
(1) Purchased credit card relationships . . . . . . . . . . . . . . . . . . . . . . . . . 5506 0 6.b.(1)
(2) All other identifiable intangible assets. . . . . . . . . . . . . . . . . . . . . . . 5507 10,042 6.b.(2)
c. Goodwill. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3163 32,028 6.c.
d. Total (sum of items 6.a through 6.c) (must equal Schedule RC, item 10). . . . . . . . . . 2143 42,000 6.d.
e. Amount of intangible assets (included in item 6.b.(2) above) that have been grandfathered or
are otherwise qualifying for regulatory capital purposes. . . . . . . . . . . . . . . . . 6442 0 6.e.
7. Mandatory convertible debt, net of common or perpetual preferred stock dedicated to
redeem the debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3295 0 7.
------------------------
</TABLE>
- -------------
(1) Do not report federal funds sold and securities purchased under agreements
to resell with other commercial banks in the U.S. in this item.
24
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545
Page RC-17
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip Oklahoma City, OK 73125
FDIC Certificate No.: 26718
Schedule RC-M--Continued
<TABLE>
<CAPTION>
------------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------------------------- ------------------
<S> <C> <C> <C>
8. a. Other real estate owned:
(1) Direct and indirect investments in real estate ventures . . . . . . . . . . . . . . . 5372 0 8.a.(1)
(2) All other real estate owned:
(a) Construction and land development . . . . . . . . . . . . . . . . . . . . . . . . 5508 8 8.a.(2)(
(b) Farmland. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5509 0 8.a.(2)(
(c) 1-4 family residential properties . . . . . . . . . . . . . . . . . . . . . . . . 5510 727 8.a.(2)(
(d) Multifamily (5 or more) residential properties. . . . . . . . . . . . . . . . . . 5511 0 8.a.(2)(
(e) Nonfarm nonresidential properties . . . . . . . . . . . . . . . . . . . . . . . . 5512 1,470 8.a.(2)(
(3) Total (sum of items 8.a.(1) and 8.a.(2)) (must equal Schedule RC, item 7) . . . . . . 2150 2,205 8.a.(3)
b. Investments in unconsolidated subsidiaries and associated companies:
(1) Direct and indirect investments in real estate ventures . . . . . . . . . . . . . . . 5374 0 8.b.(1)
(2) All other investments in unconsolidated subsidiaries and associated companies . . . . 5375 1 8.b.(2)
(3) Total (sum of items 8.b.(1) and 8.b.(2) (must equal Schedule RC, item 8). . . . . . . 2130 1 8.b.(3)
c. Total assets of unconsolidated subsidiaries and associated companies. . . . . . . . . . . 5376 1 8.c.
9. Noncumulative perpetual preferred stock and related surplus included in Schedule RC,
item 23, "Perpetual preferred stock and related surplus" . . . . . . . . . . . . . . . . . . 3778 0 9.
10. Mutual fund and annuity sales during the quarter (include proprietary, private label,
and third party products):
a. Money market funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6441 0 10.a.
b. Equity securities funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8427 0 10.b.
c. Debt securities funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8428 0 10.c.
d. Other mutual funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8429 0 10.d.
e. Annuities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8430 0 10.e.
f. Sales of proprietary mutual funds and annuities (included in items 10.a through
10.e above). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8784 0 10.f.
------------------------
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Memorandum
Dollar Amounts in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------------------------- ------------------
<S> <C> <C> <C>
1. Interbank holdings of capital instruments (to be completed for the December report only):
a. Reciprocal holdings of banking organizations' capital instruments . . . . . . . . . . . . 3836 38 M.1.a.
b. Nonreciprocal holdings of banking organizations' capital instruments. . . . . . . . . . . 3837 0 M.1.b.
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
25
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545
Page RC-18
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip Oklahoma City, OK 73125
FDIC Certificate No.: 26718
Schedule RC-N--Past Due and Nonaccrual Loans, Leases, and Other Assets
<TABLE>
<CAPTION>
The FFIEC regards the information reported in ---------------------------------------------------------------- C370
all of Memorandum item 1, in items 1 through 10, (Column A) (Column B) (Column C)
column A, and in Memorandum items 2 through 4, Past due Past due 90 Nonaccrual
column A, as confidential. 30 through 89 days or more
days and still and still
accruing accruing
-------------------- ------------------ ------------------
Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
- ---------------------------------------------------- -------------------- ------------------ ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Loans secured by real estate:
a. To U.S. addressees (domicile). . . . . . . . 1245 0 1246 13 1247 5,964 1.a.
b. To non-U.S. addressees (domicile). . . . . . 1248 0 1249 0 1250 0 1.b.
2. Loans to depository institutions and acceptances
of other banks:
a. To U.S. banks and other U.S. depository
institutions . . . . . . . . . . . . . . . . 5377 0 5378 0 5379 0 2.a.
b. To foreign banks . . . . . . . . . . . . . . 5380 0 5381 0 5382 0 2.b.
3. Loans to finance agricultural production and
other loans to farmers. . . . . . . . . . . . . 1594 0 1597 0 1583 203 3.
4. Commercial and industrial loans:
a. To U.S. addressees (domicile). . . . . . . . 1251 0 1252 0 1253 3,199 4.a.
b. To non-U.S. addressees (domicile). . . . . . 1254 0 1255 0 1256 0 4.b.
5. Loans to individuals for household, family, and
other personal expenditures:
a. Credit cards and related plans . . . . . . . 5383 0 5384 37 5385 0 5.a.
b. Other (includes single payment, installment,
and all student loans) . . . . . . . . . . . 5386 0 5387 35 5388 1,040 5.b.
6. Loans to foreign governments and official
institutions. . . . . . . . . . . . . . . . . . 5389 0 5390 0 5391 0 6.
7. All other loans . . . . . . . . . . . . . . . . 5459 0 5460 0 5461 0 7.
8. Lease financing receivables:
a. Of U.S. addressees (domicile). . . . . . . . 1257 0 1258 0 1259 0 8.a.
b. Of non-U.S. addressees (domicile). . . . . . 1271 0 1272 0 1791 0 8.b.
9. Debt securities and other assets (exclude other
real estate owned and other repossessed assets) 3505 0 3506 0 3507 0 9.
----------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Amounts reported in items 1 through 8 above include guaranteed and unguaranteed
portions of past due and nonaccrual loans and leases. Report in item 10 below
certain guaranteed loans and leases that have already been included in the
amounts reported in items 1 through 8.
<TABLE>
<CAPTION>
---------------------------------------------------------------
10. Loans and leases reported in items 1 RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
------------------- ------------------ ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
through 8 above which are wholly or partially
guaranteed by the U.S. government. . . . . . . 5612 0 5613 0 5614 2,344 10.
a. Guaranteed portion of loans and leases
included in item 10 above . . . . . . . . . 5615 0 5616 0 5617 892 10.a.
----------------------------------------------------------------
</TABLE>
26
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545
Page RC-19
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip Oklahoma City, OK 73125
FDIC Certificate No.: 26718
Schedule RC-N--Continued
<TABLE>
<CAPTION>
--------
C373
----------------------------------------------------------------
(Column A) (Column B) (Column C)
Past due Past due 90 Nonaccrual
30 through 89 days or more
days and still and still
Memoranda accruing accruing
------------------ ------------------ ------------------
Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
- ---------------------------------------------------- --------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Restructured loans and leases included in
Schedule RC-N, items 1 through 8, above (and not
reported in Schedule RC-C, part I, Memorandum
item 2) . . . . . . . . . . . . . . . . . . . . 1658 0 1659 0 1661 0 M.1.
2. Loans to finance commercial real estate,
construction, and land development activities
(not secured by real estate) included in
Schedule RC-N, items 4 and 7, above . . . . . . 6558 0 6559 0 6560 0 M.2.
3. Loans secured by real estate (sum of
Memorandum items 3.a through 3.e must
equal sum of Schedule RC-N, items 1.a and
1.b, above):
a. Construction and land development. . . . . . 2759 0 2769 0 3492 448 M.3.a.
b. Secured by farmland. . . . . . . . . . . . . 3493 0 3494 0 3495 0 M.3.b.
c. Secured by 1-4 family residential properties:
(1) Revolving, open-end loans secured by
1-4 family residential properties and
extended under lines of credit. . . . . . 5398 0 5399 0 5400 0 M.3.c.(1)
(2) All other loans secured by 1-4 family
residential properties. . . . . . . . . . 5401 0 5402 13 5403 1,135 M.3.c.(2)
d. Secured by multifamily (5 or more) residential
properties . . . . . . . . . . . . . . . . . 3499 0 3500 0 3501 15 M.3.d.
e. Secured by nonfarm nonresidential properties 3502 0 3503 0 3504 4,366 M.3.e.
-----------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
----------------------------------------
(Column A) (Column B)
Past due 30 Past due 90
through 89 days days or more
------------------ ------------------
Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou
- ---------------------------------------------------- ------------------ ------------------
<S> <C> <C> <C> <C> <C>
4. Interest rate, foreign exchange rate, and other
commodity and equity Contracts:
a. Book value of amounts carried as assets. . . 3522 0 3528 0 M.4.a.
b. Replacement cost of Contracts with a
positive replacement cost. . . . . . . . . . 3529 0 3530 0 M.4.b.
----------------------------------------
</TABLE>
27
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545
Page RC-2
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: 26718
SCHEDULE RC-O--OTHER DATA FOR DEPOSIT INSURANCE ASSESSMENTS
<TABLE>
<CAPTION>
C375 (-
------------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Unposted debits (see instructions):
a. Actual amount of all unposted debits . . . . . . . . . . . . . . . . . . . . . . . . . . 0030 0 1.a
OR
b. Separate amount of unposted debits:
(1) Actual amount of unposted debits to demand deposits. . . . . . . . . . . . . . . . . 0031 N/A 1.b.(1)
(2) Actual amount of unposted debits to time and savings deposits (1). . . . . . . . . . 0032 N/A 1.b.(2)
2. Unposted credits (see instructions):
a. Actual amount of unposted credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3510 0 2.a.
OR
b. Separate amount of unposted credits:
(1) Actual amount of unposted credits to demand deposits. . . . . . . . . . . . . . . . . 3512 N/A 2.b.(1)
(2) Actual amount of unposted credits to time and savings deposits (1). . . . . . . . . . 3514 N/A 2.b.(2)
3. Uninvested trust funds (cash) held in bank's own trust department (not included
in total deposits) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3520 0 3.
4. Deposits of consolidated subsidiaries (not included in total deposits):
a. Demand deposits of consolidated subsidiaries. . . . . . . . . . . . . . . . . . . . . . . 2211 3,506 4.a
b. Time and savings deposits (1) of consolidated subsidiaries. . . . . . . . . . . . . . . . 2351 0 4.b
c. Interest accrued and unpaid on deposits of consolidated subsidiaries. . . . . . . . . . . 5514 0 4.c
5. Not applicable.
Item 6 is not applicable to state nonmember banks that have not been authorized by the
Federal Reserve to act as pass-through correspondents.
6. Reserve balances actually passed through to the Federal Reserve by the reporting bank on
behalf of its respondent depository institutions that are also reflected as deposit
liabilities of the reporting bank:
a. Amount reflected in demand deposits (included in Schedule RC-E.
Memorandum item 4.a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2314 257 6.a
b. Amount reflected in time and savings deposits(1)(included in Schedule RC-E,
Memorandum item 4.b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2315 0 6.b
7. Unamortized premiums and discounts on time and savings deposits:(1)
a. Unamortized premiums. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5516 0 7.a
b. Unamortized discounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5517 0 7.b
8. To be completed by banks with "Oakar deposits."
Total "Adjusted Attributable Deposits of all Institutions acquired under Section 5(d)(3) of
the Federal Deposit Insurance Act (from most recent FDIC Oakar Transaction Worksheet(s)) . . 5518 46,000 8.
9. Deposits in lifeline accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5596 9.
10. Benefit-responsive "Depository Institution Investment Contracts " (included in total
deposits). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8432 0 10.
</TABLE>
- ------------------------------
(1) For FDIC insurance assessment purposes, "time and savings deposits"
consists of nontransaction accounts and all transaction accounts other than
demand deposits.
28
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545
Page RC-2
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: 26718
SCHEDULE RC-O--CONTINUED
<TABLE>
<CAPTION>
Dollar Amounts in Thousands RCON Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
11. Adjustments to demand deposits reported in Schedule RC-E for certain reciprocal
demand balances:
a. Amount by which demand deposits would be reduced if reciprocal demand balances
between the reporting bank and savings associations were reported on a net basis
rather than a gross basis in Schedule RC-E . . . . . . . . . . . . . . . . . . . . . . . 8785 2,103 11.a
b. Amount by which demand deposits would be increased if reciprocal demand balances
between the reporting bank and U.S. branches and agencies of foreign banks were
reported on a gross basis rather than a net basis in Schedule RC-E . . . . . . . . . . . A181 0 11.b
c. Amount by which demand deposits would be reduced if cash items in process of
collection were included in the calculation of net reciprocal demand balances between
the reporting bank and the domestic offices of U.S. banks and savings associations
in Schedule RC-E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A182 0 11.c
</TABLE>
<TABLE>
<CAPTION>
Memoranda (to be completed each quarter except as noted)
Dollar Amounts in Thousands RCON Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Total deposits of the bank (sum or Memorandum items 1.a.(1) and
1.b.(1) must equal Schedule RC, item 13.a):
a. Deposit accounts of $100,000 or less:
(1) Amount of deposit accounts of $100,000 or less . . . . . . . . . . . . . . . . . . . 2702 822,308 M.1.a.(1)
(2) Number of deposit accounts of $100,000 or less (to be Number
completed for the June report only). . . . . . . . . . . . . . . RCON 3779 N/A M.1.a.(2)
b. Deposit accounts of more than $100,000:
(1) Amount of deposit accounts of more than $100,000 . . . . . . . . . . . . . . . . . . 2710 447,083 M.1.b.(1)
Number
(2) Number of deposit accounts of more than $100,000 . . . . . . . . RCON 2722 1,288 M.1.b.(2)
2. Estimated amount of uninsured deposits of the bank:
a. An estimate of your bank's uninsured deposits can be determined by multiplying the
number of deposit accounts of more than $100,000 reported in Memorandum item 1.b.(2)
above by $100,000 and subtracting the result from the amount of deposit accounts of
more than $100,000 reported in Memorandum item 1.b.(1) above.
Indicate in the appropriate box at the right whether your bank has a method or
procedure for determining a better estimate of uninsured deposits than the YES NO
estimate described above . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6861 X M.2.a
b. If the box marked YES has been checked, report the estimate of uninsured deposits RCON Bil Mil Thou
determined by using your bank's method or procedure . . . . . . . . . . . . . . . . . . 5597 N/A M.2.b
- ------------------------------------------------------------------------------------------------------------------------------------
Person to whom questions about the Reports of Condition and Income should be directed: . . . . C377 (-
Charles Finsel, Senior Vice President and Controller (405) 230-4053
- --------------------------------------------------------- ---------------------------------------------
Name and Title (Text 8901) Area code/phone number/extension (TEXT 8902)
</TABLE>
29
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545
Page RC-2
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: 26718
SCHEDULE RC-R--RISK-BASED CAPITAL
This schedule must be completed by all banks as follows: Banks that reported
total assets of $1 billion or more in Schedule RC, Item 12, for June 30, 1994,
must complete items 2 through 9 and Memoranda Items 1 and 2. Banks with assets
of less than $1 billion must complete items 1 and 2 below or Schedule RC-R in
its entirety, depending on their response to Item 1 below.
1. Test for determining the extent to which Schedule RC-R must be
completed. To be completed only by banks with total assets of
less than $1 billion. Indicate in the appropriate box C380 ( -
at the right whether the bank has a total capital greater
than or equal to eight percent YES NO
of adjusted total assets. . . . . . . . . . . . . . RCON 6056 1.
For purposes of this test, adjusted total assets equals total assets
less cash, U.S. Treasuries, U.S. Government agency obligations, and 80
percent of U.S. Government-sponsored agency obligations plus the
allowance for loan and lease losses and selected off-balance sheet items
as reported on Schedule RC-L (see instructions).
If the box marked YES has been checked, then the bank only has to complete
item 2 below. If the box marked NO has been checked, the bank must complete
the remainder of this schedule.
A NO response to item 1 does not necessarily mean that the bank's actual
risk-based capital ratio is less than eight percent or that the bank is not
in compliance with the risk-based capital guidelines.
<TABLE>
<CAPTION>
(Column A) (Column B)
Subordinated Debt(1) Other
and Intermediate Limited-
Term Preferred Life Capital
Stock Instruments
------------------ -------------------
Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
2. Subordinated debt(1) ad other limited-life capital instruments (original
weighted average maturity of at least five years) with a remaining
maturity of:
a. One year or less . . . . . . . . . . . . . . . . . . . . . . . . . . 3780 0 3786 0 2.a.
b. Over one year through two years. . . . . . . . . . . . . . . . . . . 3781 0 3787 0 2.b.
c. Over two years through three years . . . . . . . . . . . . . . . . . 3782 0 3788 0 2.c
d. Over three years through four years. . . . . . . . . . . . . . . . . 3783 0 3789 0 2.d
e. Over four years through five years . . . . . . . . . . . . . . . . . 3784 0 3790 0 2.e
f. Over five years. . . . . . . . . . . . . . . . . . . . . . . . . . . 3785 0 3791 0 2.f
3. Not applicable
(Column A) (Column B)
Items 4-9 and Memoranda items 1 and 2 are to be completed Assets Credit Equiv-
by banks that answered NO to items 1 above Recorded alent Amount
by banks with total assets of $1 billion or more. on the of Off-Balance
Balance Sheet Sheet Items (2)
------------------ -------------------
4. Assets and credit equivalent amounts of off-balance sheet items RCON Bil Mil Thou RCON Bil Mil Thou
------------------ -------------------
a. Assets recorded on the balance sheet:
(1) Securities issued by, other claims on, and claims unconditionally
guaranteed by, the U.S. Government and its agencies and
other OECD central governments . . . . . . . . . . . . . . . . . 3794 104,586 4.a.(1)
(2) All other. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3795 52,792 4.a.(2)
b. Credit equivalent amount of off-balance sheet items . . . . . . . . 3796 0 4.b.
</TABLE>
- ------------------------------
(1) Exclude mandatory convertible debt reported in Schedule RC-M, item 7.
(2) Do not report in column B the risk-weighted amount of assets reported
in column A.
30
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545
Page RC-2
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: 26718
SCHEDULE RC-R--CONTINUED
<TABLE>
<CAPTION>
(Column A) (Column B)
Assets Credit Equiv-
Recorded alent Amount
on the of Off-Balance
Balance Sheet Sheet Items
----------------- -----------------
Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
5. Assets and credit equivalent amounts of off-balance items
assigned to the 20 percent risk category:
a. Assets recorded on the balance sheet:
(1) Claims conditionally guaranteed by the U.S. Government and
its agencies and other OECD central governments. . . . . . . . . 3798 87,775 5.a.(1)
(2) Claims collateralized by securities issued by the U.S. Government
and its agencies and other OECD central governments; by
securities issued by U.S. Government-sponsored agencies; and
by cash on deposit . . . . . . . . . . . . . . . . . . . . . . . 3799 0 5.a.(2)
(3) All other. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3800 392,207 5.a.(3)
b. Credit equivalent amount of off-balance sheet items. . . . . . . . . 3801 44,837 5.b.
6. Assets and credit equivalent amounts of off-balance sheet items
assigned to the 50 percent risk category:
a. Assets recorded on the balance sheet . . . . . . . . . . . . . . . . 3802 120,903 6.a.
b. Credit equivalent amount of off-balance sheet items. . . . . . . . . 3803 0 6.b.
7. Assets and credit equivalent amounts of off-balance sheet items
assigned to the 100 percent risk category:
a. Assets recorded on the balance sheet . . . . . . . . . . . . . . . . 3804 906,669 7.a.
b. Credit equivalent amount of off-balance sheet items. . . . . . . . . 3805 239,940 7.b.
8. On-balance sheet asset values excluded from the calculation of the
risk-based capital ratio(2) . . . . . . . . . . . . . . . . . . . . . . 3806 715 8.
9. Total assets recorded on the balance sheet (sum of
items 4.a, 5.a, 6.a, 7.a, and 8, column A) must equal Schedule RC,
item 12 plus items 4.b and 4.c) . . . . . . . . . . . . . . . . . . . . 3807 1,665,647 9.
Memoranda
Dollar Amounts in Thousands RCON Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------------------
1. Current credit exposure across all off-balance sheet derivative
contracts covered by the risk-based capital standards . . . . . . . . . . . . . . . . . . . 8764 0 M.1
</TABLE>
<TABLE>
<CAPTION>
With a remaining maturity of
(Column A) (Column B) (Column C)
One year or less Over one year Over five years
2. Notional principal amounts of through five years
------------------------------------------------------------
off-balance sheet derivative contracts(3): RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
a. Interest rate contracts. . . . . . . . . . . . 3809 10,208 8766 100,000 8767 0 M.2.a.
b. Foreign exchange contracts . . . . . . . . . . 3812 27 8769 0 8770 0 M.2.b.
c. Gold contracts . . . . . . . . . . . . . . . . 8771 0 8772 0 8773 0 M.2.c.
d. Other precious metals contracts. . . . . . . . 8774 0 8775 0 8776 0 M.2.d.
e. Other commodity contracts. . . . . . . . . . . 8777 0 8778 0 8779 0 M.2.e.
f. Equity derivative contracts. . . . . . . . . . A000 0 A0001 0 A002 0 M.2.f.
</TABLE>
- ------------------------------
(1) Do not report in column B the risk-weighted amount of assets reported in
column A.
(2) Include the difference between the fair value and the amortized cost of
available-for-sale securities in item 8 and report the amortized cost of
these securities in items 4 through 7 above. Item 8 also includes on-
balance sheet asset values (or portions thereof) of off-balance sheet
interest rate, foreign exchange rate, and commodity contracts and those
contracts (e.g., futures contracts) not subject to risk-based capital.
Exclude from item 8 margin accounts and accrued receivables as well as any
portion of the allowance for loan and lease losses in excess of the amount
that may be included in Tier 2 capital.
(3) Exclude foreign exchange contracts with an original maturity of 14 days or
less and all futures contracts.
31
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545
Page RC-2
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: 26718
OPTIONAL NARRATIVE STATEMENT CONCERNING THE AMOUNTS
REPORTED IN THE REPORTS OF CONDITION AND INCOME
at close of business on December 31, 1995
Boatmen's First National Bank of Oklahoma Oklahoma City , Oklahoma
- ----------------------------------------- ------------------- ---------------
Legal Title of Bank City State
The management of the reporting bank may, if it wishes, submit a brief narrative
statement on the amounts reported in the Reports of Condition and Income. This
optional statement will be made available to the public, along with the publicly
available data in the Reports of Condition and Income, in response to any
request for individual bank report data. However, the information reported in
column A and in all of Memorandum item 1 of Schedule RC-N is regarded as
confidential and will not be released to the public. BANKS CHOOSING TO SUBMIT
THE NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT DOES NOT CONTAIN THE
NAMES OR OTHER IDENTIFICATIONS OF INDIVIDUAL BANK CUSTOMERS, REFERENCES TO THE
AMOUNTS REPORTED IN THE CONFIDENTIAL ITEMS IN SCHEDULE RC-N, OR ANY OTHER
INFORMATION THAT THEY ARE NOT WILLING TO HAVE MADE PUBLIC OR THAT WOULD
COMPROMISE THE PRIVACY OF THEIR CUSTOMERS. Banks choosing not to make a
statement may check the "No Comment" box below and should make no entries of any
kind in the space provided for the narrative statement; i.e., DO NOT enter in
this space such phrases as "No statement," "Not applicable," "N/A," "No
comment," and "None."
The optional statement must be entered on this sheet. The statement should not
exceed 100 words. Further, regardless of the number of words, the statement
must not exceed 750 characters, including punctuation, indentation, and standard
spacing between words and sentences. If any submission should exceed 750
characters, as defined, it will be truncated at 750 characters with no notice to
the submitting bank and the truncated statement will appear as the bank's
statement both on agency computerized records and in computer-file releases to
the public.
All information furnished by the bank in the narrative statement must be
accurate and not misleading. Appropriate efforts shall be taken by the
submitting bank to ensure the statement's accuracy. The statement must be
signed, in the space provided below, by a senior officer of the bank who thereby
attests to its accuracy.
If, subsequent to the original submission, material changes are submitted for
the data reported in the Reports of Condition and Income, the existing narrative
statement will be deleted from the files, and from disclosure; the bank, at its
option, may replace it with a statement, under signature, appropriate to the
amended data.
The optional narrative statement will appear in agency records and in release to
the public exactly as submitted (or amended as described in the preceding
paragraph) by the management of the bank (except for the truncation of
statements exceeding the 750-character limit described above). THE STATEMENT
WILL NOT BE EDITED OR SCREENED IN ANY WAY BY THE SUPERVISORY AGENCIES FOR
ACCURACY OR RELEVANCE. DISCLOSURE OF THE STATEMENT SHALL NOT SIGNIFY THAT ANY
FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR CONFIRMED THE ACCURACY OF THE
INFORMATION CONTAINED THEREIN. A STATEMENT TO THIS EFFECT WILL APPEAR ON ANY
PUBLIC RELEASE OF THE OPTIONAL STATEMENT SUBMITTED BY THE MANAGEMENT OF THE
REPORTING BANK.
- ------------------------------------------------------------------------------
No comment / / (RCON 6979) C371 C372 (-
---- ------------------
BANK MANAGEMENT STATEMENT (please type or print clearly):
(TEXT 6980)
FINANCIAL RESULTS PRESENTED IN THIS CALL REPORT ARE CONSISTENT WITH
REGULATORY REQUIREMENTS OF PUSH DOWN ACCOUNTING. THE FINANCIAL IMPACT OF
PUSH DOWN ACCOUNTING RESULTED IN A $4.7 MILLION AFTER TAX REDUCTION IN
INCOME FOR THE YEAR ENDED DECEMBER 31, 1995.
/S/ Joe T. Shockley, Jr. 1-24-96
------------------- ----------------
SIGNATURE OF EXECUTIVE DATE OF SIGNATURE
OFFICER OF BANK
32
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545
Page RC-2
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: 26718
THIS PAGE IS TO BE COMPLETED BY ALL BANKS
- --------------------------------------------------------------------------------
CALL NO. 194 32 12-31-95
STBR: 40-2545 00021 STCERT: 40-26718
BOATMEN'S FIRST NATIONAL BANK OF OKL
P.O. BOX 25189
OKLAHOMA CITY, OK 73125
- --------------------------------------------------------------------------------
OMB No. For OCC: 1557-0081
OMB No. For FDIC 3064-0052
OMB No. For Federal Reserve: 7100-0036
Expiration Date: 3/31/96
SPECIAL REPORT
(Dollar Amounts in Thousands)
CLOSE OF BUSINESS FDIC Certificate Number
DATE C-700 (-
12/31/95 26718
-----
- --------------------------------------------------------------------------------
LOANS TO EXECUTIVE OFFICERS (Complete as of each Call Report Date)
- --------------------------------------------------------------------------------
The following information is required by Public Laws 90-44 and 102-242, but does
not constitute a part of the Report of Condition. With each Report of
Condition, these Laws require all banks to furnish a report of all loans or
other extensions of credit to their executive officers made since the date of
the previous Report of Condition. Data regarding individual loans or other
extensions of credit are not required. If no such loans or other extensions of
credit were made during the period, insert "none" against subitem (a). (Exclude
the first $15,000 of indebtedness of each executive officer under bank credit
card plan.) See Sections 215.2 and 215.3 of Title 12 of the Code of Federal
Regulations (Federal Reserve Board Regulation 0) for the definitions of
"executive officer" and "extension of credit," respectively. Exclude loans and
other extensions of credit to directors and principal shareholders who are not
executive officers.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
a. Number of loans made to executive officers since the previous
Call Report date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCON 3561 1 a.
b. Total dollar amount of above loans (in thousands of dollars) . . . . . . . . . . . . . . . . RCON 3562 5 b.
c. Range of interest charged on above loans
(example: 9 3/4 = 9.75). . . . . . . . . . . . . . . . . . . . . . RCON 7701 18.00 % to RCON 7702 18.00 % c.
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
- -------------------------------------------------------------------------------
SIGNATURE AND TITLE OF OFFICER AUTHORIZED TO SIGN REPORT DATE (Month, Day, Year)
/s/Charles Finsel SVP & Controller 1/24/96
- -------------------------------------------------------------------------------
NAME AND TITLE OF PERSON TO WHOM INQUIRIES MAY BE DIRECTED (TEXT 8903) AREA CODE/PHONE NUMBER/EXTENSION
(TEXT 8904)
Charles Finsel, Senior Vice President and Controller (405) 230-4053
- --------------------------------------------------------------------------------
FDIC 8040/53 (6-95)
</TABLE>
33
<PAGE>
EXHIBIT 25.02
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
BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA
- --------------------------------------------------------------------------------
(Exact name of Trustee as specified in its charter)
- ----------------------------------- 73-1280339
(State of incorporation (I.R.S. Employer Identification No.)
if not a National Bank)
211 North Robinson
11th Floor North Tower
Oklahoma City, Oklahoma 73102
(Address of Trustee's principal executive offices) (Zip Code)
OKLAHOMA GAS AND ELECTRIC COMPANY
- --------------------------------------------------------------------------------
(Exact name of Obligor as specified in its charter)
OKLAHOMA 73-0382390
- ----------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
- --------------------------------------------------------------------------------
(Exact name of Obligor as specified in its charter)
- ----------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
101 North Robinson
P.O. Box 321
Oklahoma City, Oklahoma 73101
- ----------------------------------- ------------------------------------
(Address of principal executive officers) (Zip Code)
FIRST MORTGAGE BONDS
- --------------------------------------------------------------------------------
(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.
Office of Comptroller of Currency
250 E. St. S.W.
Washington, D.C. 20219
FDIC
550 17th St. N.W.
Washington, D.C. 20429
Federal Reserve Bank
20th St. & Constitution Ave., N.W.
Washington, D.C. 20551
To determine compliance with the Bank Holding Company Act of 1956, as
amended, and regulations thereunder.
Board of Governors
Federal Reserve System
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes
Item 2. Affiliations with Obligor and Underwriters.
If the obligor or any underwriter for the obligor is an affiliate of the
trustee, describe each such affiliation.
None
Item 16. List below all exhibits filed as a part of this statement of
eligibility and qualifications.
-Exhibit 1. A copy of articles of association of the trustee
as now in effect.
-Exhibit 2. A copy of the existing by-laws of the trustee.
-Exhibit 3. Certification.
-Exhibit 4. The consents of the trustee required by
Section 321(b) of the Act.
-Exhibit 5. A copy of the latest report of condition of the
trustee published pursuant to the law or the
requirements of its supervising or examining
authority.
<PAGE>
-3-
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Boatmen's First National Bank of Oklahoma, a corporation organized and
existing under the laws of Oklahoma, has duly caused this statement of
eligibility and qualifications to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Oklahoma City, and State of
Oklahoma on the 29th day of March, 1996.
BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA
TRUSTEE
By: /s/ Sue Shipman
--------------------------------------
Sue Shipman
Vice President
<PAGE>
Exhibit 1
BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA
AMENDED ARTICLES OF ASSOCIATION
For the purpose of organizing an association to carry on the business of banking
under the laws of the United States, the undersigned do enter into the following
articles of association:
FIRST. The title of this association shall be Boatmen's First National Bank
of Oklahoma.
SECOND. The main office of the association shall be in Oklahoma City, county
of Oklahoma, state of Oklahoma. The general business of the association shall
be conducted at its main office and its branches.
THIRD. The board of directors of this association shall consist of not less
than five nor more than twenty-five shareholders, the exact number to be fixed
and determined from time to time by resolution of a majority of the full board
of directors or by resolution of the shareholders at any annual or special
meeting thereof. Each director, during the full term of his or her
directorship, shall own a minimum of $1,000 aggregate par value of stock of this
association or a minimum par market value or equity interest of $1,000 of stock
in the bank holding company controlling this association. Any vacancy in the
board of directors may be filled by action of the board of directors.
FOURTH. There shall be an annual meeting of the shareholders to elect directors
and transact whatever other business may be brought before the meeting. It
shall be held at the main office or any other convenient place the board of
directors may designate, on the day of each year specified therefore in the
bylaws, but if no election is held on that day, it may be held on any subsequent
day according to such lawful rules as may be prescribed by the board of
directors.
Nominations for election to the board of directors may be made by the board of
directors or by any stockholder of any outstanding class of capital stock of the
bank entitled to vote for election of directors. Nominations other than those
made by or on behalf of the existing bank management shall be made in writing
and be delivered or mailed to the president of the bank and to the Comptroller
of the Currency, Washington, D.C., not less than 14 days nor more than 50 days
prior to any meeting of shareholders called for the election of directors,
PROVIDED, HOWEVER, that if less than 21 days notice of the meeting is given to
shareholders, such nominations shall be mailed or delivered to the president of
the bank and to the Comptroller of the Currency not later than the close of
business on the seventh day following the day on which the notice of meeting was
mailed. Such notification shall contain the following information to the extent
known to the notifying shareholder:
<PAGE>
-The name and address of each proposed nominee.
-The principal occupation of each proposed nominee.
-The total number of shares of capital stock of the bank that will be voted
for each proposed nominee.
-The name and residence address of the notifying shareholder.
-The number of shares of capital stock of the bank owned by the notifying
shareholder. Nominations not made in accordance herewith may, in his/her
discretion, be disregarded by the chairperson of the meeting, and upon
his/her instructions, the vote tellers may disregard all votes cast for
each such nominee.
FIFTH. The authorized amount of capital stock of this association shall be
4,000,000 shares of common stock of the par value of Five Dollars ($5.00) each
and 733,000 shares of limited participating Preferred Stock of the par value of
One Cent ($.O1) each; but said capital stock may be increased or decreased from
time to time, according to the provisions of the laws of the United States.
The 733,000 shares of limited participating Preferred Stock of the par value of
one cent ($.O1) each (the "Preferred Stock") shall have the rights,
designations, preferences, qualifications, privileges, limitations and
restrictions as follows:
(a) DIVIDENDS AND DISTRIBUTIONS. All of the issue of the Preferred
Stock shall only be entitled to receive a dividend payable in cash in an
amount equal to fifty percent (50%) of the "Income" (as defined in
subparagraph (i) below) of the association in excess of eighty (80) basis
points "Return On Assets" (as defined in subparagraph (ii) below) of the
association calculated on the basis of the daily average assets for each
"Fiscal Year" (as defined below in this paragraph (a)). Such
determination shall be reviewed by an independent firm of certified public
accountants of recognized national standing and the results of such review
shall be certified as correct by the chief financial officer of the
association. The Income of the association shall be calculated on an
annual basis for the following periods: July 15, 1986 through June 30,
1987; July 1, 1987 through June 30, 1988; July 1, 1988 through June 30,
1989; July 1, 1989 through June 30, 1990; and July 1, 1990 through June 30,
1991 (each such period being referred to herein as a "Fiscal Year").
Except as provided in paragraph (h) of this Article FIFTH, the dividends
payable on the Preferred stock, if any, shall be paid on each September 30
from 1987 to and including 1991, provided that if any such date is not a
business day, payment shall be made on the first business day following any
such date. Accrued but unpaid dividends shall not bear interest.
<PAGE>
For purposes of this paragraph (a) only:
(i) Income of the association shall be determined in accordance with
the Instructions for Preparation of Consolidated Reports of Condition
and Income (FFIEC 032), as reflected by line 10 of the Consolidated
Report of Income, "Income (loss) before extraordinary items and other
adjustments," provided that such calculation of Income shall not
include (w) accretion of any negative intangible, (x) proceeds from
the sale of the Preferred Stock to the FDIC, (y) line 6 of such
report, "Gains (losses) on Securities not held in trading accounts"
net of applicable income taxes and (z) line 4a of such report,
"Provision for loan and lease losses" net of applicable income taxes,
in excess of an amount equal to a provision for loan losses sufficient
to maintain a loan loss reserve at each Fiscal Year-end equivalent to
one and one-half percent (1.5%) of the daily average loans and leases
of the association.
(ii) Return on Assets of the association shall be equal to the
quotient of Income divided by the amount of the daily average assets
of the association.
(b) TRANSFERABILITY. Neither record nor beneficial ownership of the
Preferred Stock shall be transferable without the prior written consent of
the association.
(c) VOTING RIGHTS. The Preferred Stock shall not have any voting
rights, except as provided in paragraph (9) of this Article FIFTH.
(d) REACQUIRED SHARES. Any shares of the Preferred Stock purchased or
otherwise acquired by the association in any manner whatsoever shall be
retired and cancelled promptly after the acquisition thereof.
(e) LIQUIDATION, DISSOLUTION OR WINDING-UP. In the event of any voluntary
or involuntary liquidation, dissolution or winding-up of the association,
the holders of the Preferred Stock shall be entitled to receive, from the
assets of the association available for distribution to shareholders,
amounts in cash equal to the aggregate par value per share plus all
dividends accrued but unpaid thereon to the date payment is made available,
before any distribution is made to holders of the common stock of the
association or to any other class of stock of the association ranking
junior to the Preferred Stock in respect of distributions upon liquidation,
dissolution or winding-up. If the assets available for distribution in
any such event shall be insufficient to permit payment of the full
preferential amount to all holders of the Preferred Stock, then
distribution shall be made ratably among such holders.
<PAGE>
(f) CONSOLIDATION, MERGER, ETC. In case the association shall enter into
any consolidation, merger, combination or other transaction in which the
common stock of the association is exchanged for or changed into other
stock or securities, cash and/or any other property of any other
corporation, then the holders of the Preferred Stock shall have the right
to receive in substitution of the Preferred Stock preferred stock of such
corporation containing the same terms and conditions as the Preferred
Stock, except that the dividend payable on such substituted Preferred Stock
shall equal an amount calculated in accordance with paragraph (a) of this
Article FIFTH (with the surviving entity of such consolidation, merger,
combination or other transaction being deemed the association for all
purposes thereof) multiplied by a fraction, the numerator of which shall be
the assets of the association as of its last calendar year-end as shown on
its audited balance sheet and the denominator of which shall be the assets
of the surviving entity (on a pro forma basis) as of the date the
consolidation, merger, combination or other transaction is consummated.
The merger or consolidation of the association into or with any other
corporation or the merger of any other corporation into it, or the sale,
lease or conveyance of all or substantially all the property or business of
the association, shall not be deemed to be a liquidation, dissolution or
winding-up of the association for purposes of paragraph (e) of this Article
FIFTH.
(g) CONSENT TO CERTAIN CORPORATE ACTIONS. The association shall not,
without the prior consent (in addition to any other vote or consent
required by law, contract or otherwise) of the holders of two-thirds of the
outstanding shares of the Preferred Stock voting as a class in person or by
proxy in writing or at a special meeting called for the purpose, amend,
alter or repeal this Article FIFTH or the Bylaws of the association, or
file any directors' resolutions containing, in either case, any provision
which affects the privileges, designations, preferences or rights or the
qualifications, limitations or restrictions of the preferred Stock.
(h) REDEMPTION. All of the issue of the Preferred Stock shall be redeemed
by the association in cash within fifteen business days following June
30, 1991 at a redemption price equal in amount to the aggregate par value
per share plus all dividends accrued but unpaid thereon to the date payment
is made.
SIXTH. The board of directors shall appoint one of its members president of
this association, who shall be chairperson of the board, unless the board
appoints another director to be the chairperson. The board of directors
shall have the power to appoint one or more vice presidents; and to appoint a
cashier and such other officers and employees as may be required to transact the
business of this association.
<PAGE>
The board of directors shall have the power to:
-Define the duties of the officers and employees of the association.
-Fix the salaries to be paid to the officers and employees.
-Dismiss officers and employees.
-Require bonds from officers and employees and to fix the penalty thereof.
-Regulate the manner in which any increase of the capital of the
association shall be made.
-Manage and administer the business and affairs of the association.
-Make all bylaws that it may be lawful for the board to make.
-Generally to perform all acts that are legal for a board of directors to
perform.
SEVENTH. The board of directors shall have the power to change the location
of the main office to any other place within the limits of Oklahoma City,
without the approval of the shareholders, and shall have the power to establish
or change the location of any branch or branches of the association of any other
location, without the approval of the shareholders.
EIGHTH. The corporate existence of this association shall continue until
terminated according to the laws of the United States.
NINTH. The board of directors of this association, or any one (1) or more
shareholders owning, in the aggregate, not less than five percent (5%) of the
stock of this association, may call a special meeting of shareholders at any
time. Unless otherwise provided by the laws of the United States, a notice of
the time, place and purpose of every annual and special meeting of the
shareholders shall be given by first-class mail, postage prepaid, mailed at
least 10 days prior to the date of the meeting to each shareholder of record at
his address as shown upon the books of this association.
TENTH (a) RIGHT TO INDEMNIFICATION. Each person who was or is made a party or
is threatened to be made a party to or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, or is or was a director or
officer of the Association or is or was serving at the request of the
Association as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise, including service
with respect to
<PAGE>
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Association to the fullest extent
authorized by the Delaware General Corporation Law (as if the Association had
been incorporated as a Delaware corporation), as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Association to provide broader indemnification
rights that such law permitted the Association to provide prior to such
amendment), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; PROVIDED, HOWEVER, that, except
as provided in paragraph (b) hereof with respect to proceedings to enforce
rights to indemnification, the Association shall indemnify any such person in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of Directors of
the Association. The right to indemnification conferred in this section shall
be a contract right and shall include the right to be paid by the Association
the expenses incurred in defending any such proceeding in advance of its final
disposition; PROVIDED, HOWEVER, that if the Delaware General Corporation Law
(had the Association been incorporated as a Delaware corporation) requires, the
payment of such expenses incurred by a director or officer in his or her
capacity in which service was or is rendered by such director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to
the Association of an undertaking, by or on behalf of such director or officer
to repay all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal that such
director or officer is not entitled to be indemnified for such expenses under
this section or otherwise. The Association may, by action of its Board of
Directors, provide indemnification to employees and agents of the Association
with the same scope and effect as the foregoing indemnification of directors and
officers. NOTWITHSTANDING THE FOREGOING, no person shall be indemnified
hereunder by the Association against expenses, penalties, or other payments
incurred in an administrative proceeding or action (instituted by an appropriate
bank regulatory agency) which proceeding or action results in a final order
assessing civil money penalties or requiring affirmative action by an individual
or individuals in the form of payments to the Association.
(b) RIGHT OF CLAIMANT TO BRING SUIT. If a claim under paragraph (a) of
this section is not paid in full by the Association within thirty (30) days
after a written claim has been received by the Association, the claimant may at
any time
<PAGE>
thereafter bring suit against the Association to recover the unpaid amount of
the claim and if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting or defending such claim. It shall be
a defense to any such action (other than an action brought to enforce a claim
for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any, has been tendered to the
Association) that the claimant has not met the standards of conduct which make
it permissible under the Delaware General Corporation Law (had the Association
been incorporated as a Delaware corporation) for the Association to indemnify
the claimant for the amount claimed, but the burden of proving such defense
shall be on the Association. Neither the failure of the Association (including
its Board of Directors, independent legal counsel, or its stockholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable standards of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the Association (including its
Board of Directors, independent legal counsel, or its stockholders) that the
claimant has not met such applicable standard of conduct, shall create a
presumption that the claimant has not met such applicable standard of conduct.
(c) NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this section shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Articles of Association, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.
(d) INSURANCE. The Association may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Association
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Association
would have had the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law (had the
Association been incorporated as a Delaware corporation); PROVIDED, HOWEVER,
that no such insurance shall protect directors, officers or employees against
any expense, liability, or loss caused by the issuance of a formal order by an
appropriate bank regulatory agency assessing civil money penalties against a
bank director or employee.
ELEVENTH. These articles of association may be amended at any regular or special
meeting of the shareholders by the affirmative vote of the holders of a majority
of the stock of this association, unless the vote of the holders of a greater
amount of stock is required by law, and in that case by the vote of the holders
of such greater amount.
<PAGE>
These Articles of Association supersede all prior Articles of Association
and to this end all prior Articles of Association are hereby repealed.
The foregoing is a true and correct copy of the Articles of Association of
Boatmen's First National Bank of Oklahoma as amended as of this date, July 25,
1991.
<PAGE>
EXHIBIT 0 TO THE MINUTES OF SPECIAL MEETING
OF THE BOARD OF DIRECTORS OF
FIRST INTERSTATE BANK OF OKLAHOMA CITY, N.A.
HELD JULY 15, 1986
WHEREAS, the Bank may be asked to enter into agreements and accept judicial
appointments under which the Bank would act as executor, administrator, trustee,
guardian, receiver, agent or custodian; and
WHEREAS, the Board has determined it to be in the best interest of the Bank
to accept such appointments and to authorize officers of the Bank to act on
behalf of the Bank regarding said appointments.
THEREFORE BE IT RESOLVED, by the Board of Directors of First Interstate
Bank of Oklahoma City, N.A. ("this Bank") that the Chairman of the Board, Vice
Chairman, President, Executive Vice Presidents, Executive Vice President and
Trust Officer, Senior Vice Presidents, Senior Vice President and Trust Officers,
Vice Presidents, Vice President and Trust Officers, Assistant Vice Presidents
and Assistant Vice Presidents and Trust Officers, be, and each of them is hereby
severally authorized, on behalf of this Association, to enter into agreements
and accept judicial appointments under which this Association shall act as
executor, administrator, trustee, guardian, receiver, agent, custodian or in
such other capacity as permitted by law, to do any and all acts reasonably or
apparently necessary in the performance of such functions, and to execute any
and all written instruments in the assumption or performance of said functions,
which instruments may be attested to by any of the above-named officers, any
Trust Officer (whether or not bearing that title in addition to any other
title), the Secretary to the Board of Directors, the Cashier, or any Assistant
Cashier, and that all acts heretofore done by said respective officers in the
premises, are ratified and confirmed.
RESOLVED FURTHER, that any Trust Officer (whether or not bearing that title
in addition to any other title) be and is hereby authorized, on behalf of this
Bank, to guaranty signatures, attest the signatures) of other officers of this
Bank, to certify copies of these resolutions and the incumbency of officers of
this Bank, and to perform such other clerical and ministerial acts and to
execute instruments necessary or incidental thereto including, but not limited
to the execution of drafts, checks, oil and gas division orders, transfer
orders, surface property leases and assignments, bills of sale of personal
property, operating agreements, promissory notes, and other such contracts.
<PAGE>
COMPTROLLER OF THE CURRENCY
TREASURY DEPARTMENT OF THE UNITED STATES
WASHINGTON, D.C.
WHEREAS, FIRST INTERSTATE BANK OF OKLAHOMA , NATIONAL ASSOCIATION, LOCATED
IN OKLAHOMA CITY, STATE OF OKLAHOMA, BEING A NATIONAL BANKING ASSOCIATION,
ORGANIZED UNDER THE STATUTES OF THE UNITED STATES, HAS MADE APPLICATION FOR
AUTHORITY TO ACT AS FIDUCIARY;
AND WHEREAS, APPLICABLE PROVISIONS OF THE STATUTES OF THE UNITED STATES
AUTHORIZE THE GRANT OF SUCH AUTHORITY;
NOW THEREFORE, I HEREBY CERTIFY THAT THE NECESSARY APPROVAL HAS BEEN GIVEN
AND THAT THE SAID ASSOCIATION IS AUTHORIZED TO ACT IN ALL FIDUCIARY CAPACITIES
PERMITTED BY SUCH STATUTES.
IN TESTIMONY WHEREOF, WITNESS MY
SIGNATURE AND SEAL OF OFFICE THIS
FOURTEENTH DAY OF JULY, 1986.
[SEAL]
/s/ ROBERT L. CLARKE
ROBERT L. CLARKE
COMPTROLLER OF THE CURRENCY
CHARTER NO. 21296
<PAGE>
Exhibit 2
BYLAWS OF
BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA
ARTICLE I
MEETINGS OF SHAREHOLDER(S)
Section 1. ANNUAL MEETING. The annual meeting of the shareholders of
this Association for the election of directors and for the transaction of such
other business as may come before its meeting shall be held at its banking house
or such other places as the Board of Directors may designate, on the fourth
Tuesday of March of each year. Notice of such meeting shall be mailed at least
ten days prior to the date thereof, addressed to each shareholder at his or her
address appearing on the books of the Association; but any failure to mail such
notice or any irregularity therein shall not affect the validity of such meeting
or of any of the proceedings thereat. If, for any cause, an election of
directors is not held on said day, the Board of Directors shall order the
election to be held on some subsequent day, as soon thereafter as practicable;
and notice thereof shall be given in the manner provided by the National Bank
Act.
Section 2. SPECIAL MEETINGS. The Secretary shall call a special meeting
of the shareholders, at any time, upon the order of the Board of Directors, or
any shareholder, owning in the aggregate not less than 10% of the stock of the
Association. Unless otherwise required by law, notice of any special meeting
shall be sufficient if mailed not less than ten days before the meeting, to each
shareholder at his or her address appearing on the books of the bank. The notice
shall state the time, place and purpose of the meeting.
Section 3. JUDGES OF ELECTION. Every election of directors at an annual
meeting shall be managed by three judges who shall be appointed by the Board of
Directors prior to said annual meeting. The Board may appoint any necessary
substitutes. The judges shall conduct the election and after the election they
shall file with the Secretary a certificate under their hands, certifying the
result thereof and the names of the directors elected.
Section 4. QUORUM. A majority of the shares of the outstanding capital
stock entitled to vote, represented in person or by proxy, shall constitute a
quorum at any meeting of the shareholders unless otherwise provided by law; but
less than a quorum may adjourn any meeting, from time to time, and the meeting
may be held, as adjourned, without further notice. A majority of the votes cast
shall decide every matter submitted to the shareholders at any meeting unless
otherwise provided by law.
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Section 5. NOMINATION OF DIRECTORS. Nomination for election to the Board
of Directors may he made by the Board of Directors or by any shareholder of any
outstanding class of capital stock of the Association entitled to vote for the
election of directors. Nominations, other than those made by or on behalf of
the existing management of the Association, shall be made in writing and shall
be delivered or mailed to the President of the Association and to the
Comptroller of the Currency, Washington, D. C., not less than 14 days nor more
than 50 days prior to any meeting of the shareholder(s) called for the election
of directors; provided, however, that if less than 21 days' notice of the
meeting is given to the shareholder(s), such nomination shall be mailed or
delivered to the President of the Association and to the Comptroller of the
Currency not later than the close of business on the seventh day following
the day on which the notice of meeting was mailed. Nominations not made in
accordance herewith may, in his or her discretion, be disregarded by the
Chairman of the meeting, and upon his or her instructions, the judges of
election may disregard all votes cast for each such nominee.
ARTICLE 2
DIRECTORS
Section 1. NUMBER. The Board of Directors, hereinafter referred to as
the Board, shall be composed of not less than five nor more than twenty
members. The number of directors to be elected each year at the annual
meeting of shareholders shall be determined by a vote of the shareholder(s)
at such meeting.
Section 2. QUALIFICATION, ELECTION AND TERM OF OFFICE. Directors shall
hold qualifying shares of stock of a value meeting the requirements of the
National Bank Act and regulations promulgated pursuant thereto. Directors shall
be elected at the annual shareholder's(s') meeting or at any special
shareholder's(s') meeting, or by the Board to fill vacancies, as provided by law
or by these Bylaws, except that no person shall be nominated who shall have
attained the age of 72 on or before the meeting at which directors are to be
elected, or, who does not have a business or civic activity involving
substantial time and executive responsibility.
Each director shall take and subscribe his or her oath of office in form
and manner required by law before entering upon his or her duties of such
director. At each annual election each director shall be elected to hold office
for one year and until his or her successor is elected and has qualified, or
until his or her death, or until he or she shall resign or shall have become
disqualified or shall have been removed from office. Any director who fails to
own qualifying stock in the amount and manner provided by the National Bank Act
and regulations promulgated pursuant
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thereto shall be disqualified and, without the necessity of any formal
resignation, shall cease to be a director, provided that no action of the Board,
based upon the vote or written consent of such disqualified director, shall be
invalidated by reason of such disqualification until notice of such
disqualification shall have been served upon or come to the attention of the
Board.
A maximum of sixteen outside directors, not employed by the Association,
may be elected to the Board and each shall be eligible to serve an eight-year
term; provided, however, each shall be required to stand for annual re-election.
These eight year terms shall be staggered to require the election of at least
two new outside directors annually. Any outside director who has served an
eight-year term or, in filling a vacancy, completed an eight-year term of
another person, is not eligible for re-election to the Board for a period of two
years.
A maximum of four inside directors, officers of the Association, may be
elected to the Board. Each shall not be subject to eight-year terms but each
shall be required to stand for annual re-election. Officers of this Association
who are otherwise qualified may be elected to the Board.
Section 3. ORGANIZATION MEETING. The Secretary, upon receiving the
certificate of the judges of the result of the election, shall cause the same to
be recorded in the minute book of the Association and shall announce the names
of those elected, and the meeting for the organization of the Board shall take
place at the banking house immediately after the adjournment of the
shareholder's(s') meeting. If, at the time fixed for the meeting of the
directors-elect, there shall not be a quorum present, the members present may
adjourn from time to time until a quorum is obtained. The first order of
business shall be to ascertain that the directors present have taken the oath of
office as prescribed by law.
Section 4. REGULAR MEETINGS. The Board shall hold a regular meeting at the
banking house, without notice on the fourth Thursday of every other month
beginning in January at such hour as the Board may see fit. Should the day
appointed for the regular meeting fall on a legal holiday or if the meeting
cannot be held for any reason, the meeting shall be held at the same time on the
next business day, or on such day and at such time as the Chairman of the Board
may direct.
Section 5. SPECIAL MEETING. Special meetings of the Board may be called
at any time by the Chairman of the Board. The Secretary shall call a special
meeting of the Board upon the written request of at least three directors.
Notice of such meeting shall be received by mail, or given in person or by
telephone, not less than twelve hours before the time set for the meeting.
Members of the Board may participate in such special
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meetings through use of conference telephone or similar communications
equipment, so long as all members participating in such meetings can hear one
another.
Section 6. SPECIAL ACTION BY THE BOARD. Any action required or permitted
to be taken at any meeting of the Board, or of any committee thereof may be
taken without a meeting if all members of the Board or committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the Board or committee.
Section 7. QUORUM. A majority of the directors shall constitute a quorum
at any meeting, except when otherwise provided by law; but a lesser number may
adjourn any meeting, from time to time, and the meeting may be resumed from
point of adjournment, without further notice if a quorum is present.
Section B. RETIREMENT OF DIRECTORS. A director shall not be eligible for
re-election at the annual meeting of shareholder(s) if the director has reached
his or her 72nd birthday, or if the director has retired from his or her
principal business association and not replaced it with a business or civic
activity involving substantial time and executive responsibility. Further, an
inside director shall retire from the Board at the time he or she retires from
active service with the Association.
Section 9. RESIGNATIONS AND REMOVAL. Any director may resign from the
board at any time by giving written notice to the Chairman of the Board or the
Secretary of the Association, and unless specified therein, the acceptance of
such resignation shall not be necessary to make it effective. Any director may
be removed as a director by a vote of at least 3/4 of the whole number of
directors; however, no director shall be removed until he or she has first had
notice of intent to remove him or her, which notice shall set forth in
reasonable detail the reasons for removal, and given an opportunity to be heard
with respect to such reasons at a meeting of the Board duly called for such
purpose.
Notwithstanding anything else contained in this Section 8, a director shall
be automatically removed from the board and an immediate vacancy shall be
created with no action being required by any board member, upon the occurrence
of one of the following events:
1. Criminal conviction of or pleas of guilty or nolo contendere being
entered by any board member for (i) an offense constituting a felony
under any federal or state law, or (ii) any other crime involving
dishonesty or breach of trust;
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2. Non-attendance by any director of fifty percent (50%) or more of the
regular meetings, as described in Section 4 of Article; and
3. Failure to meet the qualifications for a director pursuant to 12
U.S.C. Section 72 and amendments thereto.
Section 10. VACANCIES. When any vacancy occurs among the directors, the
remaining members of the Board may at any regular or special meeting appoint a
director to fill such vacancy. The eligibility of the appointed director for
re-election shall be the same as his or her predecessor as established by
Section 2 of this Article.
Section 11. DIRECTORS' FEES. Fees shall be paid to each outside director
as a retainer and for attendance of any meeting of the Board or a Committee of
the Board. The amount shall be set by the Board.
Section 12. RULES. The Board shall observe the following rules in its
meetings, except when the same or any of them may be suspended by unanimous
consent of the directors present constituting a majority of the entire Board:
1. All questions on order shall be decided by the Chairman, subject to an
appeal to the Board of Directors.
2. The Chairman shall not be entitled to vote on any question except in
the event of a tie.
3. If it is requested by any director present, prior to the submission of
any motion for vote, the affirmative, negative and abstaining votes of
each director shall be recorded in the minutes.
4. No director shall be required to give his reasons for any vote.
5. Any director personally interested in any business shall abstain from
voting thereon and such director shall withdraw from the meetings of
the Board when it is taken up for consideration if so requested by the
presiding officer or any other director.
6. The proceedings of the Board shall be confidential.
Section 13. ADVISORY DIRECTORS. The Board or the shareholder(s) may
elect, for one year terms, not more than two advisory directors. Except for the
power to vote, advisory directors shall be entitled to all the rights and
privileges of other directors. Their presence at or absence from a meeting
shall not be taken into account in the determination of a quorum.
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Advisory directors may be more than 72 years of age and need not be actively
involved in either a business or a civic activity. The provisions of
Section 8 of this Article 2 shall also be applicable to advisory directors.
Duties of advisory directors shall be established in each instance by the
Executive Committee or, at the discretion of that committee, by the Chairman of
the Board.
Section 14. BOARD'S SECRETARY. The Board shall elect or the Chairman
shall appoint a Secretary to the Board, who shall cause proceedings of the Board
to be reduced to writing and placed in the Association's records.
ARTICLE 3
COMMITTEES OF THE BOARD
Section 1. EXECUTIVE COMMITTEE. During the intervals between the meetings
of the Board the general authority of the Board shall be vested in the Executive
Committee. Subject to the review of its actions by the Board, the Executive
Committee shall decide questions of corporate policy, except that it shall have
no power or authority as to the following:
1. The adoption, amendment, or repeal of the Bylaws;
2. The declaration of dividends; and
3. Any other action proscribed by law or by ruling of a regulatory
authority.
The Board shall designate at least five, but no more than seven, of its
number as an Executive Committee which may meet at stated times or on notice to
all by any of its number. However, if the total number of directors is ten or
less, the number of directors on the Executive Committee may be designated by
the Board, but in no event less than three. The Chairman of the Board shall be
a member and Chairman of the Executive Committee. Other officers who serve as
directors may also be members, but not in numbers sufficient to constitute a
quorum of the full committee.
A majority of all members of the Executive Committee shall constitute a
quorum for the transaction of business. The act of a majority of the members
present at any meeting at which there is a quorum shall be the act of such
committee.
In the absence or disqualification of any member of the Executive
Committee, absent objection by any qualified member or members thereof present
at any meeting, whether or not a quorum has been constituted, the Chairman of
the Executive Committee may
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invite another member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member.
The Executive Committee shall provide supervision to the lending function
of the Association. This supervision shall include:
1. Assuring compliance with and approving changes to the Association's
Loan Policy;
2. Reviewing all credits which have been granted by the Association,
since the last meeting of the Executive Committee, which are in excess
of the amount specified in the Loan Policy for loans of a particular
credit grade.
The Chairman of the Executive Committee is authorized to appoint a
Secretary, who need not be a member of the Board and such other officers as it
may deem necessary or advisable and may make such rules and regulation as it
shall deem necessary or advisable, consistent with these Bylaws and
resolutions of the Board.
The Executive Committee shall meet at least ten times each year and shall
keep true and correct minutes of all meetings. Copies of such minutes shall be
filed with the Board.
Section 2. AUDIT COMMITTEE. The Board shall appoint an Audit Committee
consisting of a minimum of two directors, all of whom shall be outside
directors. The Audit Committee shall be responsible to ensure that the
Association has a strategic audit plan and an efficient and effective audit
program, consistent with generally accepted auditing standards. The strategic
audit plan and the audit program shall contribute to the goals and objectives of
the Association. The Audit Committee shall also fulfill the responsibilities
of the Trust Audit Committee as prescribed by regulatory authorities. The Audit
Committee shall have authority to employ such assistance in the performance of
its duties as it may deem necessary.
The Audit Committee shall provide supervision to the Internal Audit
Department. This supervision shall include:
1. Assuring compliance and approving changes to the Association's Audit
Policy;
2. Ensuring Internal Audit's independence to freely conduct auditing
without management interference;
3. Reviewing results of Internal Audit activities, including:
a. Action taken by bank management on internal audit
recommendations;
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b. Reports of compliance audits regarding the Association's Code of
Conduct; and
c. Reports of defalcations made to regulatory authorities.
4. Reviewing the adequacy of the Internal Audit's expense budget and
objectives.
The Audit Committee shall report significant audit matters on a timely
basis to the Board. All reports of internal audits and reports of audits and
examinations by outside auditors, regulatory authorities, or First Interstate
Bancorp, together with action taken thereon, shall be reviewed by the Audit
Committee, with such review noted in the minutes of the Committee.
The Audit Committee shall meet at least five times each year and shall keep
true and correct minutes of all meetings. Copies of such minutes shall be filed
with the Board.
The Audit Committee shall perform such other duties as the Board or the
Executive Committee may from time to time assign.
Section 3. TRUST COMMITTEE. The Board shall appoint a Trust Committee to
consist of not less than two directors. The Trust Committee shall be
responsible to ensure that the Trust Group properly exercises its fiduciary
powers on behalf of the Association.
The Trust Committee shall provide supervision to the Trust Group. This
supervision shall include:
1. Assuring compliance and approving changes to the Association's Trust
Policy;
2. Ensuring compliance with laws, regulations and rulings that govern the
operations, including:
a. The proper acceptance and relinquishment of fiduciary accounts
and the proper maintenance of written records of all such
accounts;
b. The periodic review of all trust accounts to determine the
advisability of retaining or disposing of the assets held in each
fiduciary account where the Association has investment
responsibilities;
c. The designation, employment, or retention of legal counsel to
pass upon fiduciary matters and to advise the Trust Group; and
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3. Reviewing the adequacy of the Trust Group's budget and objectives.
The Trust Committee shall meet at least five times each year and shall keep
true and correct minutes of all meetings. Copies of such minutes shall be filed
with the Board.
The Trust Committee shall perform such other duties as the Board or the
Executive Committee may from time to time assign.
Section 4. INVESTMENT COMMITTEE. The Board shall appoint an Investment
Committee to consist of not less than two directors. The Investment Committee
shall be responsible to oversee the investment activities of the Investment
Group.
The Investment Committee shall provide supervision to the Investment Group.
This supervision shall include:
1. Assuring compliance with and approving changes to the Association's
Investment Policy;
2. Reviewing reports of investment portfolio transactions;
3. Reviewing both the trading limits and the underwriting risks;
4. Reviewing all new products and services;
5. Reviewing all options, swaps, caps, or other major types of
commitments;
6. Reviewing incentive compensation plans;
7. Reviewing the adequacy of the investment Group's budget and
objectives.
The Investment Committee shall meet at least five times each year and shall
keep true and correct minutes of all meetings. Copies of such minutes shall be
filed with the Board.
The Investment Committee shall perform such other duties as the Board
or the Executive Committee may from time to time assign.
Section 5. COMMUNITY REINVESTMENT ACT OVERSIGHT COMMITTEE. The Board shall
appoint a Community Reinvestment Act Oversight Committee consisting of a minimum
of two directors. The Community Reinvestment Act Oversight Committee shall be
responsible to ensure the Association complies with the provisions of the
Community Reinvestment Act.
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The Community Reinvestment Act oversight Committee shall provide
supervision to the Community Reinvestment Act Committee. This supervision shall
include:
1. Assuring compliance with and approving changes to the Association's
Community Reinvestment Act strategic plan;
2. Review and approval of the Association's Community Reinvestment Act
Statement and Notice;
3. Reporting all Community Reinvestment Act programs and activities of
the Association to the Board of Directors; and
4. Participating in appropriate community activities and functions of the
Association.
The Community Reinvestment Act oversight Committee shall meet at least two
times each year and shall keep true and correct minutes of all meetings.
Copies of such minutes shall be filed with the Board.
The Community Reinvestment Act Oversight Committee shall perform other
duties as the Board or the Executive Committee may from time to time assign.
Section 6. OTHER COMMITTEES. The Board, the Executive Committee or the
Chairman of the Board, may from time to time create and appoint any other
committee or committees, whether composed of directors, officers, or employees,
with such duties, responsibilities, and authority as may be prescribed by the
Board, by the Executive Committee or by the Chairman of the Board.
A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings. The Board, the Executive
Committee, or the Chairman of the Board shall have power to change the members
of any such committee, to fill vacancies and to dissolve any such committee at
any time.
Any committee may appoint one or more sub-committees, of its own members,
to advise with such committee, or to apportion the work of such committee.
Section 7. QUORUM. A majority of all the members of any Committee shall
constitute a quorum for the transaction of business at any meeting. The act of
a majority of the members present at any meeting at which a quorum is present
shall be the act of the Committee.
In the absence of a quorum a majority of the members present, or if only
one member is present, such member, may adjourn any
10
<PAGE>
meeting to a day certain or from time to time until a quorum is in attendance.
Notice of an adjourned meeting need not be given.
ARTICLE 4
OFFICERS
Section 1. OFFICERS. The officers of the Association may consist of a
Chairman of the Board, a Chief Executive Officer, a Vice Chairman, a President,
a Secretary, a Chief Financial Officer, a General Auditor, and one or more
Executive Vice Presidents, Senior Vice Presidents and Vice Presidents. The
Chairman of the Board shall be elected from members of the Board. More than one
title may be held by one person and not all titles need to be held. The Board
may prescribe the duties of each officer and employee, subject to the provisions
of these Bylaws. The Board may also appoint or authorize the Chairman of the
Board to appoint a Cashier, a Comptroller, and one or more Assistant Vice
Presidents, Assistant Secretaries, Investment Officers, Trust Officers,
Assistant Trust Officers, Audit Officers, Assistant Cashiers and such other
officers as from time to time may appear to the Board to be required or
desirable to transact the business of this Association. Such officers shall
respectively exercise such powers and perform such duties as pertain to their
several offices, or as may be conferred upon, or assigned to, them by the Board
or by the Chairman of the Board.
Section 2. ELECTIONS, APPOINTMENTS AND REMOVALS. The officers shall be
elected by the Board at the annual organizational meeting (the first meeting
after the election of the Board) and shall hold office at the pleasure of the
Board. Other officers, either in addition to or in place of officers elected at
the organizational meeting of the Board, may also be elected by the Board or by
the Executive Committee at any regular or special meeting during the year.
The Chairman of the Board may appoint members of the staff to the titles of
Vice President or any lesser titles which, in the opinion of the Chairman of the
Board, are required or desirable for the purpose of filling vacancies or of
increasing the number of officers, which appointees shall hold office until the
annual organizational meeting of the Board or until their appointment is
terminated by the Chairman of the Board or the Board.
Notwithstanding anything to the contrary contained in these Bylaws, the
authority of the Board of Directors to dismiss officers at pleasure is
delegated, without restriction, to the Chairman of the Board, or to an officer
who shall have been designated by the Chairman of the Board, who are authorized
to remove any officer of equal or lesser corporate title from office, or to
appoint an officer to a corporate title in a lower group than that to which
11
<PAGE>
the officer was elected by the Board of Directors or the Executive Committee.
Section 3. CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER. The
Chairman of the Board shall be the Chief Executive Officer. The Chairman of the
Board shall be a member of the Board and shall preside as Chairman of the Board
at meetings of the Board and as Chairman at shareholder's(s') meetings. The
Chairman of the Board shall have general executive supervision of the business
and affairs of the Association and shall be an ex officio member of all
committees, except committees on which officers of the Association are
prohibited from serving by the laws of the United States or these Bylaws.
During the temporary absence or inability to act of the Chairman of the
Board, the Vice Chairman or an officer who shall have been designated by the
Chairman of the Board shall perform the duties and have the authority of the
Chairman of the Board. In the absence or disability of such officer and if
another officer shall have not been designated by the Chairman of the Board, an
officer designated by the Board or the Executive Committee shall perform such
duties and have such authority.
Section 4. VICE CHAIRMAN. The Vice Chairman shall perform such duties as
assigned by the Chairman of the Board. The Vice Chairman may preside at
meetings of the Board upon request of the Chairman or in the absence of the
Chairman of the Board. He shall also serve the Association in an advisory
capacity and shall have such other powers and duties as may from time to time be
assigned to him by the Board.
Section 5. PRESIDENT. The President shall perform such duties as assigned
by the Chairman of the Board. The President may preside at meetings of the
Board upon request of the Chairman or, in the absence of the Chairman of the
Board and Vice Chairman. He shall also serve the Association in an advisory
capacity and shall have such other powers and duties as may from time to time be
assigned to him by the Board.
Section 6. EXECUTIVE VICE PRESIDENTS. The Board or the Executive
Committee may elect one or more Executive Vice Presidents, with such
accountabilities, responsibilities, and authority as may be prescribed by the
Chairman of the Board.
In addition to regularly assigned accountabilities and responsibilities,
the Executive Vice Presidents shall serve on such committees, represent the
Association at such meetings and conventions, and perform such other functions
as may be directed by the Chairman of the Board.
Section 7. SENIOR VICE PRESIDENTS. The Board or the Executive Committee
may elect one or more Senior Vice Presidents,
12
<PAGE>
with such accountabilities, responsibilities, and authority as may be prescribed
by the Chairman of the Board or other appropriate senior authority.
In addition to regularly assigned accountabilities and responsibilities,
the Senior Vice Presidents shall serve on such committees, represent the
Association at such meetings and conventions, and perform such other functions
as may be directed by appropriate senior authority.
Section 8. VICE PRESIDENTS. Each Vice President shall have the powers and
duties customarily attaching to such office subject to such limitations as the
Board may prescribe and shall have such other duties and powers as the Board may
designate.
Section 9. SECRETARY. The Secretary shall keep accurate minutes of all
meetings of the shareholders of the Association and shall give notices required
by these Bylaws. He or she shall have custody of the Association's seal,
records, documents and papers unless otherwise provided by the Bylaws or by the
Board, and he or she shall have such other powers and duties as may from time to
time be assigned by the Board including, but not limited to, the duties of the
Cashier.
Section 10. ASSISTANT SECRETARY. The Board may elect an Assistant
Secretary who, in the absence of the Secretary, shall perform the duties of the
Secretary.
Section 11. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall be
responsible for the efficiency of the operating departments of the Association
and it shall be his or her responsibility to maintain an effective control of
the Association's operating expenses. The Chief Financial Officer shall be
responsible through designated supervisors for the effective operations of other
organizational groupings with duties related to the fiscal functions. It shall
be his or her duty to report to the Board or the Executive Committee, when
requested, on any matter pertaining to the general operations of the
Association.
Section 12. COMPTROLLER. Under the direction of the Chairman of the Board
or the Chief Financial Officer, the Comptroller shall have the powers and duties
customarily attached to such office subject to such limitations as the Board may
prescribe and shall have such other duties and powers as the Chairman of the
Board or Chief Financial Officer may designate.
Section 13. GENERAL AUDITOR. The Board shall appoint an Audit Director.
The Audit Director, with the concurrence of the Audit Committee, shall
develop and implement a strategic audit plan, and an efficient and effective
audit program consistent with generally
13
<PAGE>
accepted auditing standards. The strategic audit plan shall contribute to the
goals and objectives of the Association. Through implementation of the
strategic audit plan and the audit program, the Audit Director is responsible
for determining and reporting to management and to the Audit Committee: the
Association's adherence to policies and procedures; the adequacy and
effectiveness of the Association's system of internal controls; the proper
recording of the Association's assets, liabilities, income, and expense; and,
the Association's compliance with applicable laws and regulations.
The Audit Director shall have access to all Association records and
personnel necessary for the timely completion of official duties.
The Audit Director shall be accountable to the Board through the Audit
Committee; for administrative purposes, the Audit Director shall be responsible
to the President of the Board.
Section 14. CASHIER. Under the direction of the Chairman of the Board or
officer acting under the authority of the Chairman of the Board, the Cashier
shall be accountable for compliance by the Association with Federal and State
statutes and regulations as may be applicable.
Section 15. OTHER EMPLOYEES. The Board or the Chairman of the Board may
appoint, from time to time, such agents and nonofficer employees as it may deem
advisable for the prompt and orderly transaction of the business of the
Association, define their duties, fix the salaries to be paid them and dismiss
them. Subject to the authority of the Board, the Chairman of the Board, or any
other officer of the Association authorized by him, may appoint and dismiss all
or any nonofficer employees and prescribe their duties and the conditions of
their employment, and from time to time fix their compensation.
Section 16. DUTIES AND BONDS. The accountabilities, responsibilities and
authority of the officers shall be as provided by law, or specifically set forth
in these Bylaws, or shall be such as have been or may be prescribed and
established by the Board or the Executive Committee at any time or from time to
time. For officers whose major accountabilities and responsibilities are set
forth in these Bylaws, the Chairman of the Board or officer acting under the
authority of the Chairman of the Board may, at any time or from time to time,
add new or collateral accountabilities and responsibilities to meet the needs of
the Association.
Accountabilities and responsibilities of officers shall be such as have
been set forth in job description summaries prepared and approved in accordance
with procedures established by the Chairman of the Board.
14
<PAGE>
Authority of officers to sign documents on behalf of the Association shall
be prescribed in Article 7 of these Bylaws. When the signatures of two officers
are required, a person holding two offices shall act or sign only in his or her
capacity as one of such officers.
The Board shall provide for such fidelity insurance and surety bonds
covering the officers and employees of the Association as it may determine to be
prudent and advisable in the interest of the Association.
Section 17. ABSENT OFFICERS. When any officer is absent from the
Association, the Chairman of the Board may designate another officer to perform
the duties of the absent officer.
ARTICLE 5
STOCK AND STOCK CERTIFICATES
Section 1. TRANSFERS. Shares of stock shall be transferable only on the
books of the Association, subject to the restrictions and provisions of the
national banking laws, and a transfer book shall be provided in which all
assignments and transfers of stock shall be made. The transfer of stock shall
be suspended during shareholder'(s') meetings.
Section 2. STOCK CERTIFICATES. Certificates of stock shall be signed by
either the Chairman of the Board, the Vice Chairman, the President, or Executive
Vice President, and attested by the Secretary, Cashier, Assistant Secretary or
Assistant Cashier, and the seal of the Association impressed thereon. Each
certificate shall recite on its face that the stock represented thereby is
transferable only upon the books of the Association upon surrender of the
certificate and shall contain the provisions required by statute.
ARTICLE 6
CORPORATE SEAL
Section 1. IMPRESSION. The following is an impression of the seal adopted
by the Board.
(SEAL)
15
<PAGE>
Section 2. OFFICER'S AUTHORITY. The Chairman of the Board, the Vice
Chairman, the President, an Executive Vice President, a Senior Vice President, a
Vice-President, an Assistant Vice-President, the Cashier, the General Auditor,
the Secretary, an Assistant Cashier, an Assistant Secretary, an Investment
Officer, a Trust Officer or an Assistant Trust Officer shall have the authority
to affix the corporate seal to documents.
ARTICLE 7
MISCELLANEOUS PROVISIONS
Section 1. RECORDS. The Articles of Association, the Bylaws and the
proceedings of all meetings of the shareholder(s), the Board, the Executive
Committee and any other committee of the Board, shall be recorded in appropriate
minute books. The minutes of each such meeting shall be signed by the Secretary
or Assistant Secretary or other officer appointed to act as Secretary of the
meeting.
Section 2. FISCAL YEAR. The fiscal year of the Association shall be the
calendar year.
Section 3. EXECUTION OF INSTRUMENTS. All agreements, indentures,
mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, schedules,
accounts, affidavits, bonds, undertakings, proxies and other instruments or
documents may be signed, executed, acknowledged, verified, delivered or accepted
in behalf of the Association by the Chairman of the Board, the Vice Chairman,
the President, or Chairman of the Executive Committee, or any Executive Vice
President, or any Senior Vice President, or any Vice President, or the
Secretary, or the Cashier, or the Assistant Secretary, or any Investment
Officer, or any Assistant Cashier, or if in connection with the exercise of
fiduciary powers of the Association, by any of said officers or by any Trust
Officer. Any such instruments may also be executed, acknowledged, verified,
delivered, or accepted in behalf of the Association in such other manner and by
such other officers as the Board may from time to time direct. The signature
of any officer affixed to any deed, mortgage or other instrument affecting real
property must be attested by the Secretary, Assistant Secretary, Cashier,
Assistant Cashier, or by any Assistant Vice President or other senior officer
who, for this purpose, is authorized to utilize the title of Assistant Cashier
in conjunction with his or her designated title.
Section 4. BANKING HOURS. The hours the Association shall be open for
business shall be fixed by the Board; provided the Executive Committee, or the
Chairman of the Board, may, when in its, or his or her, opinion reasonable cause
exists, change the
16
<PAGE>
banking hours or close the Association on any particular day or days.
Section 5. RANSOM. Any funds paid to accomplish the release, whether or
not achieved, of a director, officer, or other employee of the Association (or
any members of the family of any of the foregoing) as the result of a ransom
demand, shall be considered as an expense by the Association in its efforts to
safeguard the lives of any of the above, which the Association considers to be
its obligations. In no way shall such funds so paid be considered as
remuneration to the person so ransomed, nor to the person receiving the ransom
demand.
Section 6. EMERGENCIES. The Board shall have the power, in the absence or
disability of any officer, or upon the refusal of any officer to act, to
delegate and prescribe such officer's powers and duties to any other officer, or
to any director, for the time being.
In the event of a state of disaster of sufficient severity to prevent the
conduct and management of the affairs and business of the Association by its
directors and officers as contemplated by these Bylaws, any two or more
available members of the then incumbent Executive Committee shall constitute a
quorum of that Committee for the full conduct and management of the affairs and
business of the Association in accordance with the provisions of Article 3 of
these Bylaws; and in addition, such Committee shall be empowered to exercise all
of the powers reserved to the Trust Committee under Article 3 hereof. In the
event of the unavailability, at such time, of a minimum of two members of the
then incumbent Executive Committee, any three available directors shall
constitute the Executive Committee for the full conduct and management of the
affairs and business of the Association in accordance with the foregoing
provisions of this Section. This bylaw shall be subject to implementation by
resolutions of the Board passed from time to time for that purpose, and any
provisions of these Bylaws (other than this Section) and any resolutions which
are contrary to the provisions of this Section or to the provisions of any such
implementary resolutions shall be suspended until a majority of the Board is
available to direct the conduct and management of the Association's affairs and
business under all of the other provisions of these Bylaws.
ARTICLE 8
INSPECTION AND AMENDMENTS
Section 1. INSPECTION. A copy of the Bylaws, with all amendments to date,
shall at all times be kept at the office of the Association, and shall be open
for inspection by all shareholder(s), during banking hours.
17
<PAGE>
Section 2. AMENDMENTS. These Bylaws may be amended, repealed, or new
bylaws adopted, at any regular meeting of the Board, without prior notice, or at
any special meeting called for this purpose, by a vote of the majority of the
whole number of directors.
ARTICLE 9
These Bylaws supersede all prior Bylaws and to this end all prior Bylaws
are hereby repealed.
The foregoing seventeen pages are a true and correct copy of the Bylaws of
Boatmen's First National Bank of Oklahoma as amended as of this date, July 25,
1991.
18
<PAGE>
EXHIBIT 3
CERTIFICATION
BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA
I, KENNETH W. TOWNSEND, PRESIDENT AND CHIEF OPERATING OFFICER FOR BOATMEN'S
FIRST NATIONAL BANK OF OKLAHOMA, DO HEREBY CERTIFY THAT THE FOLLOWING
ASSUMPTIONS, MERGER AND NAME CHANGES WERE EFFECTIVE:
JULY 14, 1986
FIRST INTERSTATE BANK OF OKLAHOMA CITY, N.A. ASSUMED CERTAIN LIABILITIES
AND ACQUIRED CERTAIN ASSETS FROM THE FEDERAL DEPOSIT INSURANCE CORPORATION,
RECEIVER OF THE FIRST NATIONAL BANK AND TRUST COMPANY OF OKLAHOMA CITY
MERGER OF OKLAHOMA NATIONAL BANK AND TRUST COMPANY, OKLAHOMA CITY, INTO
FIRST INTERSTATE BANK OF OKLAHOMA, N.A.
JULY 18, 1986
FIRST INTERSTATE BANK OF OKLAHOMA CITY, N.A. CHANGED ITS NAME TO FIRST
INTERSTATE BANK OF OKLAHOMA, N.A.
NOVEMBER 20, 1986
FIRST INTERSTATE BANK OF OKLAHOMA, N.A. ASSUMED CERTAIN LIABILITIES AND
ACQUIRED CERTAIN ASSETS FROM THE FEDERAL DEPOSIT INSURANCE CORPORATION,
LIQUIDATING AGENT OF NORMAN BANK OF COMMERCE, NORMAN, OKLAHOMA
MARCH 12, 1987
FIRST INTERSTATE BANK OF OKLAHOMA, N.A. ASSUMED CERTAIN LIABILITIES AND
ACQUIRED CERTAIN ASSETS FROM THE FEDERAL DEPOSIT INSURANCE CORPORATION,
LIQUIDATING AGENT OF EXPRESSWAY BANK, OKLAHOMA CITY, OKLAHOMA
MAY 18, 1989
FIRST INTERSTATE BANK OF OKLAHOMA, N.A. ASSUMED CERTAIN LIABILITIES AND
ACQUIRED CERTAIN ASSETS FROM THE FEDERAL DEPOSIT INSURANCE CORPORATION,
RECEIVER OF BANK OF EDMOND, N.A.
AUGUST 1, 1991
FIRST INTERSTATE BANK OF OKLAHOMA, N.A. CHANGED ITS NAME TO BOATMEN'S FIRST
NATIONAL BANK OF OKLAHOMA
<PAGE>
MAY 1, 1992
MERGER OF FOUNDERS BANK & TRUST COMPANY, OKLAHOMA CITY INTO BOATMEN'S FIRST
NATIONAL BANK OF OKLAHOMA
NOVEMBER 2, 1992
MERGER OF SECURITY BANK, TULSA INTO BOATMEN'S FIRST NATIONAL BANK OF
OKLAHOMA
MERGER OF FIRST BANK OF CATOOSA INTO BOATMEN'S FIRST NATIONAL BANK OF
OKLAHOMA
EXECUTED THIS 29TH DAY OF MARCH, 1996.
/s/Kenneth W. Townsend
-----------------------
KENNETH W. TOWNSEND
[SEAL]
<PAGE>
Exhibit 4
[BOATMEN'S TRUST COMPANY LOGO] BOATMEN'S PLAZA
211 North Robinson
Post Office Box 25189
Oklahoma City, Oklahoma 73125-0189
405 230-4200
Fax 230-5283
March 29, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
The undersigned, Boatmen's First National Bank of Oklahoma, (the "Bank"),
has filed a Form T-1 under the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), to act as trustee under a trust indenture with Oklahoma
Gas and Electric Company. In connection with such filing, the undersigned
hereby consents in accordance with Section 321(b) of the Trust Indenture Act
that reports of examination of the undersigned by Federal, State, Territorial or
District authorities may be furnished by such authorities to the Securities and
Exchange Commission upon request therefor.
Very truly yours,
BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA
By:/s/Sue Shipman
--------------------------------------
Vice President
<PAGE>
Exhibit 5 OMB Number: 7100-0036
Federal Deposit Insurance Corporation
OMB Number : 3064-0052
Office of the Comptroller of the Currency
OMB Number: 1567-0081
Expires March 31, 1996
FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL
- --------------------------------------------------------------------------------
/1/
[FDIC LETTERHEAD] Please refer to page 1,
Table of Contents, for
the required disclosure
of estimated burden.
- --------------------------------------------------------------------------------
CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR A BANK WITH DOMESTIC OFFICES
ONLY AND TOTAL ASSETS OF $300 MILLION OR MORE--FFIEC 032
REPORT AT THE CLOSE OF BUSINESS DECEMBER 31, 1995 (951231)
-------------
(RCRI 9999)
This report is required by law: 12 U.S.C. Section 324 (State member banks); 12
U.S.C. Section 1817 (State nonmember banks); and 12 U.S.C. Section 161
(National banks).
This report form is to be filed by banks with domestic offices only. Banks with
branches and consolidated subsidiaries in U.S. territories and possessions, Edge
or Agreement subsidiaries, foreign branches, consolidated foreign subsidiaries,
or International Banking Facilities must file FFIEC 031.
- --------------------------------------------------------------------------------
NOTE: The Reports of Condition and Income must be signed by an authorized
officer and the Report of Condition must be attested to by not less than two
directors (trustees) for State nonmember banks and three directors for State
member and National banks.
I, Joe T. Shockley, Jr., President, Tulsa region & C.F.O.
------------------------------------------------------
Name and Title of Officer Authorized to Sign Report
of the named bank do hereby declare that these Reports of Condition and Income
(including the supporting schedules) have been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and are true
to the best of my knowledge and belief.
/s/Joe T. Shockley, Jr.
- ---------------------------------------------------------
Signature of Officer Authorized to Sign Report
1-24-96
- ---------------------------------------------------------
Date of Signature
The Reports of Condition and Income are to be prepared in accordance with
Federal regulatory authority instructions. NOTE: These instructions may in
some cases differ from generally accepted accounting principles.
We, the undersigned directors (trustees), attest to the correctness of this
Report of Condition (including the supporting schedules) and declare that it has
been examined by us and to the best of our knowledge and belief has been
prepared in conformance with the instructions issued by the appropriate Federal
regulatory authority and is true and correct.
- ---------------------------------------------------------
Director (Trustee)
/s/Patty Hampton
- ---------------------------------------------------------
Director (Trustee)
/s/H. R. Hargood
- ---------------------------------------------------------
Director (Trustee)
/s/William Johnson
- ---------------------------------------------------------
- --------------------------------------------------------------------------------
FOR BANKS SUBMITTING HARD COPY REPORT FORMS:
STATE MEMBER BANKS: Return the original and one copy to the appropriate Federal
Reserve District Bank.
STATE NONMEMBER BANKS: Return the original only in the SPECIAL RETURN ADDRESS
ENVELOPE PROVIDED. If express mail is used in lieu of the special return
address envelope, return the original only to the FDIC, c/o Quality Data
Systems, 2127 Espey Court, Suite 204, Crofton, MD 21114.
NATIONAL BANKS: Return the original only in the SPECIAL RETURN ADDRESS ENVELOPE
PROVIDED. If express mail is used in lieu of the special return address
envelope, return the original only to the FDIC, c/o Quality Data Systems, 2127
Espey Court, Suite 204, Crofton, MD 21114.
- --------------------------------------------------------------------------------
FDIC Certificate Number 26718
-------------
(RCRI 8060)
CALL NO. 194 82 12-31-94
STER: 40-2545 00021 STCEPT: 40-2671
BOATMEN'S FIRST NATIONAL BANK OF OKL
POST BOX 25189
OKLAHOMA CITY, OK 73125
Board of Governors of the Federal Reserve System, Federal Deposit Insurance
Corporation, Office of the Comptroller of the Currency
<PAGE>
Page
/2/
Consolidated Reports of Condition and Income for A Bank With Domestic Offices
Only and Total Assets of $300 Million or More.
- -------------------------------------------------------------------------------
TABLE OF CONTENTS
SIGNATURE PAGE Cover
REPORT OF INCOME
Schedule RI--Income Statement. . . . . . . . . . . . . . . . . . . . RI-1, 2,3
Schedule RI-A--Changes in Equity Capital . . . . . . . . . . . . . . . . .RI-3
Schedule RI-B--Charge-offs and Recoveries and Changes
in Allowance for Loan and Lease Losses . . . . . . . . . . . . . . . RI-4, 5
Schedule RI-C--Applicable Income Taxes by Taxing Authority . . . . . . . .RI-5
Schedule RI-E--Explanations. . . . . . . . . . . . . . . . . . . . . . RI-5, 6
REPORT OF CONDITION
Schedule RC--Balance Sheet . . . . . . . . . . . . . . . . . . . . . . RC-1, 2
Schedule RC-A--Cash and Balances Due
From Depository Institutions . . . . . . . . . . . . . . . . . . . . . .RC-3
Schedule RC-B--Securities. . . . . . . . . . . . . . . . . . . . . .RC-3, 4, 5
Schedule RC-C--Loans and Lease Financing Receivables:
Part I. Loans and Leases . . . . . . . . . . . . . . . . . . . . . . RC-6, 7
Part II. Loans to Small Businesses and Small Farms
(included in the forms for June 30 only) . . . . . . . . . . . . . RC-7a, 7b
Schedule RC-D--Trading Assets and Liabilities
(to be completed only by selected banks) . . . . . . . . . . . . . . . .RC-8
Schedule RC-E--Deposit Liabilities . . . . . . . . . . . . . . . . . .RC-9, 10
Schedule RC-F--Other Assets. . . . . . . . . . . . . . . . . . . . . . . RC-11
Schedule RC-G--Other Liabilities . . . . . . . . . . . . . . . . . . . . RC-11
Schedule RC-K--Quarterly Averages. . . . . . . . . . . . . . . . . . . . RC-12
Schedule RC-L--Off-Balance Sheet Items . . . . . . . . . . . . . RC-13, 14, 15
Schedule RC-M--Memoranda . . . . . . . . . . . . . . . . . . . . . . RC-16, 17
Schedule RC-N--Past Due and Nonaccrual Loans, Leases,
and Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . RC-18, 19
Schedule RC-O--Other Data for Deposit Insurance Assessments. . . . . RC-20, 21
Schedule RC-R--Risk-Based Capital. . . . . . . . . . . . . . . . . . RC-22, 23
Optional Narrative Statement Concerning the Amounts
Reported in the Reports of Condition and Income. . . . . . . . . . . . RC-24
Special Report (to be completed by all banks)
Schedule RC-J--Repricing Opportunities (sent only to and to be completed
only by savings banks)
DISCLOSURE OF ESTIMATED BURDEN
The estimated average burden associated with this information collection is 31.6
hours per respondent and is estimated to vary from 15 to 225 hours per response,
depending on individual circumstances. Burden estimates include the time for
reviewing instructions, gathering and maintaining data in the required form, and
completing the information collection, but exclude the time for compiling and
maintaining business records in the normal course of a respondent's activities.
Comments concerning the accuracy of this burden estimate and suggestions for
reducing this burden should be directed to the Office of Information and
Regulatory Affairs, Office of Management and Budget, Washington, D.C. 20503, and
to one of the following:
Secretary
Board of Governors of the Federal Reserve System
Washington, D.C. 20551
Legislative and Regulatory Analysis Division
Office of the Comptroller of the Currency
Washington, D.C. 20219
Assistant Executive Secretary
Federal Deposit Insurance Corporation
Washington, D.C. 20429
For information or assistance, national and state nonmember banks should contact
the FDIC's Call Reports Analysis Unit, 550 17th Street, NW, Washington, D.C.
20429, toll free on (800) 688-FDIC(3342), Monday through Friday between 8:00
a.m. and 5:00 p.m., Eastern time. State member banks should contact their
Federal Reserve District Bank.
<PAGE>
Call Date: 2/31/95 ST-BK: 40-2545 FFIEO 032
Page RI-1
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State, Zip: Oklahoma City, OK 73125
FDIC Certificate No: 26718
-----
CONSOLIDATED REPORT OF INCOME
FOR THE PERIOD JANUARY 1, 1995-DECEMBER 31, 1995
All Report of Income schedules are to be reported on a calendar year-to-date
basis in thousands of dollars.
SCHEDULE RI--INCOME STATEMENT
<TABLE>
<CAPTION>
I380
--------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- ---------------------------------------------------------------------------------------------- ------------------
<S> <C> <C> <C>
1. Interest income:
a. Interest and fee income on loans:
(1) Loans secured by real estate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4011 32,374 1.a.(1)
(2) Loans to finance agricultural production and other loans to farmers . . . . . . . . . 4024 2,449 1.a.(2)
(3) Commercial and industrial loans . . . . . . . . . . . . . . . . . . . . . . . . . . . 4012 28,020 1.a.(3)
(4) Loans to individuals for household, family, and other personal expenditures:
(a) Credit cards and related plans. . . . . . . . . . . . . . . . . . . . . . . . . . 4054 477 1.a.(4)(a)
(b) Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4055 24,030 1.a.(4)(b)
(5) Loans to foreign governments and official institutions. . . . . . . . . . . . . . . . 4056 0 1.a.(5)
(6) Obligations (other than securities and leases) of states and political subdivisions
in the U.S.:
(a) Taxable obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4503 0 1.a.(6)(a)
(b) Tax-exempt obligations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4504 1,049 1.a.(6)(b)
(7) All other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4058 1,251 1.a.(7)
b. Income from lease finacing receivables:
(1) Taxable leases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4505 0 1.b.(1)
(2) Tax-exempt leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4307 0 1.b.(2)
c. Interest income on balances due from depository institutions(1) . . . . . . . . . . . . . 4115 0 1.c.
d. Interest and dividend income on securities:
(1) U.S. Treasury securities and U.S. Government agency and corporation obligations . . . 4027 17,426 1.d.(1)
(2) Securities issued by states and political subdivisions in the U.S.:
(a) Taxable securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4506 0 1.d.(2)(a)
(b) Tax-exempt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4507 979 1.d.(2)(b)
(3) Other domestic debt securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3657 91 1.d.(3)
(4) Foreign debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3658 2 1.d.(4)
(5) Equity securities (including investments in mutual funds) . . . . . . . . . . . . . . 3659 732 1.d.(5)
e. Interest income from trading assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 4069 0 1.e.
f. Interest income on federal funds sold and securities purchased under agreements to resell 4020 2,661 1.f.
g. Total interest income (sum of items 1.a through 1.f). . . . . . . . . . . . . . . . . . . 4107 111,541 1.g.
--------------------
</TABLE>
- ------------
(1) Includes interest income on time certificates of deposit not held for
trading.
3
<PAGE>
Call Date: 2/31/95 ST-BK: 40-2545 FFIEO 032
Page RI-2
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State, Zip: Oklahoma City, OK 73125
FDIC Certificate No: 26718
-----
SCHEDULE RI--CONTINUED
<TABLE>
<CAPTION>
Year-to-date
----------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- -------------------------------------------------------------------------- --------------------
<S> <C> <C> <C> <C> <C>
2. Interest expense:
a. Interest on deposits:
(1) Transaction accounts (NOW accounts, ATS accounts, and
telephone and preauthorized transfer accounts). . . . . . . . . . 4508 3,010 2.a.(1)
(2) Nontransaction accounts:
(a) Money market deposit accounts (MMDAs) . . . . . . . . . . . . 4509 9,609 2.a.(2)(a)
(b) Other savings deposits. . . . . . . . . . . . . . . . . . . . 4511 1,353 2.a.(2)(b)
(c) Time certificates of deposit of $100,000 or more. . . . . . . 4174 4,853 2.a.(2)(c)
(d) All other time deposits . . . . . . . . . . . . . . . . . . . 4512 17,134 2.a.(2)(d)
b. Expense of federal funds purchased and securities sold under
agreements to repurchase. . . . . . . . . . . . . . . . . . . . . . . 4180 11,746 2.b.
c. Interest on demand notes issued to the U.S. Treasury, trading
liabilities, and other borrowed money . . . . . . . . . . . . . . . . 4185 1,836 2.c.
d. Interest on mortgage indebtedness and obligations under capitalized
leases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4072 0 2.d.
e. Interest on subordinated notes and debentures . . . . . . . . . . . . 4200 0 2.e.
f. Total interest expense (sum of items 2.a through 2.e) . . . . . . . . 4073 49,541 2.f.
3. Net interest income (item 1.g minus 2.f). . . . . . . . . . . . . . . . RIAD 4074 62,000 3.
4. Provisions:
a. Provision for loan and lease losses . . . . . . . . . . . . . . . . . RIAD 4230 4,425 4.a.
b. Provision for allocated transfer risk . . . . . . . . . . . . . . . . RIAD 4243 0 4.b.
5. Noninterest income:
a. Income from fiduciary activities. . . . . . . . . . . . . . . . . . . 4070 1,473 5.a.
b. Service charges for deposit accounts. . . . . . . . . . . . . . . . . 4080 15,686 5.b.
c. Trading gains (losses) and fees from foreign exchange transactions. . 4075 0 5.c.
d. Other foreign transaction gains (losses). . . . . . . . . . . . . . . 4076 19 5.d.
e. Other gains (losses) and fees from trading assets and liabilities . . 4077 0 5.e.
f. Other noninterest income:
(1) Other fee income. . . . . . . . . . . . . . . . . . . . . . . . . 5407 6,082 5.f.(1)
(2) All other noninterest income* . . . . . . . . . . . . . . . . . . 5408 2,284 5.f.(2)
g. Total noninterest income (sum of items 5.a through 5.f) . . . . . . . RIAD 4079 25,544 5.g
6.a. Realized gains (losses) on held-to-maturity securities . . . . . . . RIAD 3521 0 6.a
b. Realized gains (losses) on available-for-sale securities. . . . . . . RIAD 3196 351 6.b
7. Noninterest expense:
a. Salaries and employee benefits. . . . . . . . . . . . . . . . . . . . 4135 18,444 7.a
b. Expenses of premises and fixed assets (net of rental income)
(excluding salaries and employee benefits and mortgage interest). . . 4217 7,622 7.b
c. Other noninterest expenses* . . . . . . . . . . . . . . . . . . . . . 4092 29,465 7.c
d. Total noninterest expense (sum of items 7.a through 7.c). . . . . . . RIAD 4093 55,531 7.d
8. Income (loss) before income taxes and extraordinary items and other
adjustments (item 3 plus or minus item 4.a, 4.b, 5.g, 6.a, 6.b, and 7.d) RIAD 4301 27,939 8.
9. Applicable income taxes (on item 8) . . . . . . . . . . . . . . . . . . RIAD 4302 10,813 9.
10. Income (loss) before extraordinary items and other adjustments (item 8
minus 9). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RIAD 4300 17,126 10.
11. Extraordinary items and other adjustments:
a. Extraordinary items and other adjustments, gross of income taxes*. . 4310 0 11.a
b. Applicable income taxes (on item 11.a)*. . . . . . . . . . . . . . . 4315 0 11.b
c. Extraordinary items and other adjustments, net income taxes
(item 11.a minus 11.b) . . . . . . . . . . . . . . . . . . . . . . . RIAD 4320 0 11.c
12. Net income (loss) (sum of items 10 and 11.c) . . . . . . . . . . . . . RIAD 4340 17,126 12.
--------------------------------------------
</TABLE>
- ------------
* Describe on Schedule RI-E--Explanations.
4
<PAGE>
Call Date: 2/31/95 ST-BK: 40-2545 FFIEO 032
Page RI-3
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State, Zip: Oklahoma City, OK 73125
FDIC Certificate No: 26718
-----
SCHEDULE RI--CONTINUED
<TABLE>
<CAPTION>
I381 (-
--------
Year-to-date
--------------
Memoranda Dollar Amounts in Thousands RIAD Bil Mil Thou
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Interest expense incurred to carry tax-exempt securities, loans, and leases acquired after
August 7, 1986, that is not deductible for federal income tax purposes. . . . . . . . . . . 4513 178 M.1.
2. Income from the sale and servicing of mutual funds and annuities (included in
Schedule RI, item 8). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8431 0 M.2.
3. Estimated foreign tax credit included in applicable income taxes, item 9 and 11.b. above. . 4309 0 M.3.
4. Number of full-time equivalent employees on payroll at end of current period (round to
nearest whole number) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4150 438 M.4.
5.-6. Not applicable
7. If the reporting bank has restated its balance sheet as a result of applying push down. . . MM DD YY[caad 214]
accounting this calender year, report the date of the bank's acquisition. . . . . . . . . . 9106 00/00/00 M.7.
8. Trading revenue (from cash instruments and off-balance sheet derivative instruments)
(included in Schedule RI, items 5.c and 5.e):
a. Interest rate exposures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8757 0 M.8.a.
b. Foreign exchange exposures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8758 0 M.8.b.
c. Equity security and index exposures. . . . . . . . . . . . . . . . . . . . . . . . . . . 8759 0 M.8.c.
d. Commodity and other exposures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8760 0 M.8.d.
9. Impact on income of off-balance sheet derivatives held for purposes other than trading:
a. Net increase (decrease) to interest income . . . . . . . . . . . . . . . . . . . . . . . 8761 (558) M.9.a.
b. Net increase (decrease) to interest expense. . . . . . . . . . . . . . . . . . . . . . . 8762 0 M.9.b.
c. Other (noninterest) allocations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8763 0 M.9.c.
</TABLE>
SCHEDULE RI-A--CHANGES IN EQUITY CAPITAL
Indicate decreases and losses in parentheses.
<TABLE>
<CAPTION>
I383 (-
--------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Total equity capital originally reported in the December 31, 1994, Reports of Condition
and Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3215 169,300 1.
2. Equity capital adjustments from amended Reports of Income, net* . . . . . . . . . . . . . . 3216 0 2.
3. Amended balance end of previous calendar year (sum of items 1 and 2). . . . . . . . . . . . 3217 169,300 3.
4. Net income (loss) (must equal Schedule RI, item 12) . . . . . . . . . . . . . . . . . . . . 4340 17,126 4.
5. Sale, conversion, acquisition, or retirement of capital stock, net. . . . . . . . . . . . . 4346 0 5.
6. Changes incident to business combinations, net. . . . . . . . . . . . . . . . . . . . . . . 4356 0 6.
7. LESS: Cash dividends declared on preferred stock. . . . . . . . . . . . . . . . . . . . . . 4470 0 7.
8. LESS: Cash dividends declared on common stock . . . . . . . . . . . . . . . . . . . . . . . 4460 12,506 8.
9. Cumulative effect of changes in accounting principles from prior years* (see instructions
for this schedule). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4411 0 9.
10. Corrections of material accounting errors from prior years* (see instructions for this
schedule) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4412 0 10.
11. Change in net unrealized holding gains (losses) on available-for-sale securities. . . . . . 8433 4,539 11.
12. Other transactions with parent holding company* (not included in items 5, 7, or 8 above). . 4415 (1,118) 12.
13. Total equity capital end of current period (sum of items 3 through 12) (must equal
Schedule RC, item 28) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3210 177,341 13.
</TABLE>
- ------------
*Describe on Schedule RI-E--Explanations.
5
<PAGE>
Call Date: 2/31/95 ST-BK: 40-2545 FFIEO 032
Page RI-4
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State, Zip: Oklahoma City, OK 73125
FDIC Certificate No: 26718
-----
SCHEDULE RI-B--CHARGE-OFFS AND RECOVERIES AND CHANGES
IN ALLOWANCE FOR LOAN AND LEASE LOSSES
PART I. CHARGE-OFFS AND RECOVERIES ON LOANS AND LEASES
<TABLE>
<CAPTION>
Part 1 excludes charge-offs and recoveries through I386 (-
the allocated transfer risk reserve. ------------------------------------------
(Column A) (Column B)
Charge-offs Recoveries
-------------------- --------------------
Calendar year-to-date
------------------------------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou RIAD Bil Mil Thou
- --------------------------------------------------------------------------- -------------------- --------------------
<S> <C> <C> <C> <C> <C>
1. Loans secured by real estate:
a. To U.S. addressees (domicile). . . . . . . . . . . . . . . . . . . 4651 0 4661 0 1.a.
b. To non-U.S. addressees (domicile). . . . . . . . . . . . . . . . . 4652 0 4662 0 1.b.
2. Loans to depository institutions and acceptances of other banks:
a. To U.S. banks and other U.S. depository institutions . . . . . . . 4653 0 4663 0 2.a.
b. To foreign banks . . . . . . . . . . . . . . . . . . . . . . . . . 4654 0 4664 0 2.b.
3. Loans to finance agricultural production and other loans to farmers . 4655 0 4665 0 3.
4. Commercial and industrial loans:
a. To U.S. addressees (domicile). . . . . . . . . . . . . . . . . . . 4645 1,369 4617 566 4.a.
b. To non-U.S. addressees (domicile). . . . . . . . . . . . . . . . . 4646 0 4618 0 4.b.
5. Loans to individuals for household, family, and other personal
expenditures:
a. Credit cards and related plans . . . . . . . . . . . . . . . . . . 4656 0 4666 0 5.a.
b. Other (includes single payment, installment, and all student
loans) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4657 4,344 4667 1,226 5.6
6. Loans to foreign governments and official institutions. . . . . . . . 4643 0 4627 0 6.
7. All other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . 4644 0 1628 0 7.
8. Lease financing receivables:
a. Of U.S. addressees (domicile). . . . . . . . . . . . . . . . . . . 4658 0 4668 0 8.a.
b. Of non-U.S. addressees (domicile). . . . . . . . . . . . . . . . . 4659 0 4669 0 8.b
9. Total (sum of items 1 through 8). . . . . . . . . . . . . . . . . . . 4635 5713 4605 1,792 9.
------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
. ------------------------------------------
(Column A) (Column B)
Charge-offs Recoveries
-------------------- --------------------
Calendar year-to-date
Memoranda ------------------------------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou RIAD Bil Mil Thou
- --------------------------------------------------------------------------- ------------------------------------------
<S> <C> <C> <C> <C> <C>
1. - 3. Not applicable
4. Loans to finance commercial real estate, construction, and land
development activities (not secured by real estate) included in
Schedule RI-B, part I, items 4 and 7, above . . . . . . . . . . . . 5409 0 5410 0 M.4.
5. Loans secured by real estate (sum of Memorandum items 5.a . . . . .
through 5.e must equal sum of Schedule RI-B, part I, items 1.a. . .
and 1.b above): . . . . . . . . . . . . . . . . . . . . . . . . . .
a. Construction and land development. . . . . . . . . . . . . . . . 3582 0 3583 0 M.5.a.
b. Secured by farmland. . . . . . . . . . . . . . . . . . . . . . . 3584 0 3585 0 M.5.b.
c. Secured by 1-4 family residential properties:. . . . . . . . . .
(1) Revolving, open-end loans secured by 1-4 family residential.
properties and extended under lines of credit . . . . . . . . . 5411 0 5412 0 M.5.c.(1)
(2) All other loans secured by 1-4 family residential properties 5413 0 5414 0 M.5.c.(2)
d. Secured by multifamily (5 or more) residential properties. . . . 3588 0 3589 0 M.5.d.
e. Secured by nonfarm nonresidential properties . . . . . . . . . . 3590 0 3591 0 M.5.e.
------------------------------------------
</TABLE>
6
<PAGE>
Call Date: 2/31/95 ST-BK: 40-2545 FFIEO 032
Page RI-4
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State, Zip: Oklahoma City, OK 73125
FDIC Certificate No: 26718
-----
Call Date: 2/31/95 ST-BK: 40-2545 FFIEO 032
Page RI-5
PART II. CHANGES IN ALLOWANCE FOR LOAN AND LEASE LOSSES
<TABLE>
<CAPTION>
--------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- ------------------------------------------------------------------------------------------------- --------------------
<S> <C> <C> <C>
1. Balance originally reported in the December 31, 1994, Reports of Condition and Income . . . 3124 19,356 1.
2. Recoveries (must equal part I, item 9, column B above). . . . . . . . . . . . . . . . . . . 4605 1,792 2.
3. LESS: Charge-offs (must equal Part I, item 9, column A above. . . . . . . . . . . . . . . . 4635 5,713 3.
4. Provision for loan and lease losses (must equal Schedule RI, item 4.a). . . . . . . . . . . 4230 4,425 4.
5. Adjustments* (see instructions for this schedule) . . . . . . . . . . . . . . . . . . . . . 4815 0 5.
6. Balance end of current period (sum of items 1 through 5) (must equal Schedule RC, . . . . .
item 4.b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3123 19,860 6.
--------------------
</TABLE>
- ------------
* Describe on Schedule RI-E--Explanations.
SCHEDULE RI-C--APPLICABLE INCOME TAXES BY TAXING AUTHORITY
Schedule RI-E is to be reported with the December Report of Income.
<TABLE>
<CAPTION>
-------
I389 (-
--------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- ------------------------------------------------------------------------------------------------- --------------------
<S> <C> <C> <C>
1. Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4780 9,345 1.
2. State and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4790 1,468 2.
3. Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4795 0 3.
4. Total (sum of items 1 through 3) (must equal sum of Schedule RI, items 9 and 11.b). . . . . 4770 10,813 4.
--------------------------
5. Deferred portion of item 4 . . . . . . . . . . . . . . . . . . . . . RIAD 4772 (1,693) 5.
-----------------------------------------------
</TABLE>
SCHEDULE RI-E-- EXPLANATIONS
Schedule RI-E is to be completed each quarter on a calendar year-to-date basis.
Detail all adjustments in Schedule RI-A and RI-B, all extraordinary items and
other adjustments in Schedule RI, and all significant items of other noninterest
income and other noninterest expense in Schedule RI. (See instructions for
details).
<TABLE>
<CAPTION>
-------
I395 (-
--------------------
Year-to-date
---------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- ------------------------------------------------------------------------------------------------- --------------------
<S> <C> <C> <C>
1. All other noninterest income (from Schedule RI, item 5.f. (2))
Report amounts that exceed 10% of Schedule RI, item 5.f.(2):
a. Net gains on other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . 5415 0 1.a.
b. Net gains on sales and loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5416 0 1.b.
c. Net gains on sales of premises and fixed assets. . . . . . . . . . . . . . . . . . . . . 5417 0 1.c.
Itemize and describe the three largest other amounts that exceed 10% of Schedule RI,
item 5.f.(2)
-----------
d. TEXT 4461 4461 1.d.
------------------------------------------------------------------------------------------
e. TEXT 4462 4462 1.e.
------------------------------------------------------------------------------------------
f. TEXT 4463 4463 1.f
-----------------------------------------------------------------------------------------------------------------
</TABLE>
7
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545 FFIEC 032
Page RI-6
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: 26718
-----
SCHEDULE RI-E--CONTINUED
<TABLE>
<CAPTION>
-------------
Year-to-date
------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- ----------------------------------------------------------------------------------------------- ------------------
<S> <C> <C> <C>
2. Other noninterest expense (from Schedule RI, item 7.c):
a. Amortization expense of intangible assets . . . . . . . . . . . . . . . . . . . . . . . 4531 3,383 2.a.
Report amounts that exceed 10% of Schedule RI, item 7.c:
b. Net losses on other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . 5418 0 2.b.
c. Net losses on sales of loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5419 0 2.c.
d. Net losses on sales of premises and fixed assets. . . . . . . . . . . . . . . . . . . . 5420 0 2.d.
Itemize and describe the three largest other amounts that exceed 10% of Schedule RI,
item 7.c:
e. TEXT 4464 Data processing expense 4464 12,413 2.e.
--------------------------------------------------------------------------------------
f. TEXT 4467 4467 2.f.
--------------------------------------------------------------------------------------
g. TEXT 4468 4468 2.g.
--------------------------------------------------------------------------------------
3. Extraordinary items and other adjustments (from Schedule RI, item 11.a) and applicable
income tax effect (from Schedule RI, item 11.b) (itemize and describe all extraordinary
items and other adjustments):
a. (1) TEXT 4469 4469 3.a.(1)
-----------------------------------------------------------------------------------
(2) Applicable income tax effect RIAD 4486 3.a.(2)
----------------- ---------
b. (1) TEXT 4487 4487 3.b.(1)
- -----------------------------------------------------------------------------------------------
(2) Applicable income tax effect RIAD 4488 3.b.(2)
----------------- ---------
c. (1) TEXT 4489 4489 3.c.(1)
-----------------------------------------------------------------------------------
(2) Applicable income tax effect RIAD 4491 3.c.(2)
---------
4. Equity capital adjustments from amended Reports of Income (from Schedule RI-A, item 2)
(itemize and describe all adjustments):
a. TEXT 4492 4492 4.a.
--------------------------------------------------------------------------------------
b. TEXT 4493 4493 4.b.
--------------------------------------------------------------------------------------
5. Cumulative effect of changes in accounting principles from prior years
(from Schedule RI-A, item 9) (itemize and describe all changes in accounting principles):
-------------------
a. TEXT 4494 4494 5.a.
--------------------------------------------------------------------------------------
b. TEXT 4495 4495 5.b.
--------------------------------------------------------------------------------------
6. Corrections of material accounting errors from prior years (from Schedule RI-A, item 10)
(itemize and describe all corrections):
---------------------
a. TEXT 4496 4496 6.a.
--------------------------------------------------------------------------------------
b. TEXT 4497 4497 6.b.
- -----------------------------------------------------------------------------------------------
7. Other transactions with parent holding company (from Schedule RI-A, item 12)
(itemize and describe all such transactions):
a. TEXT 4498 Divided fixed assets 4498 (1,118) 7.a.
--------------------------------------------------------------------------------------
b. TEXT 4499 4499 7.b.
--------------------------------------------------------------------------------------
8. Adjustments to allowance for loan and lease losses (from Schedule RI-B, part II, item 5)
(itemize and describe all adjustments):
a. TEXT 4521 4521 8.a.
--------------------------------------------------------------------------------------
b. TEXT 4522 4522 8.b.
--------------------------------------------------------------------------------------
9. Other explanations (the space below is provided for the bank to briefly describe, at its 1398 1399
option, any other significant items affecting the Report of Income): ---- ---
No comment X (RIAD 4769)
---
Other explanations (please type or print clearly):
(TEXT 4769)
</TABLE>
8
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545 FFIEC 032
Page RI-1
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: 26718
-----
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 1995
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
---------
C30D
-------------------
Dollars in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <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 171,733 1.a.
b. Interest-bearing balances (2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0071 100 1.b.
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) . . . . . . . . . . . . . . . 1754 16,736 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) . . . . . . . . . . . . . . 1773 276,627 2.b.
3. Federal funds sold and securities purchased under agreements to resell:
a. Federal funds sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0276 64,469 3.a.
b. Securities purchased under agreements to resell. . . . . . . . . . . . . . . . . . . . . 0277 0 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C) RCON 2122 1,012,229 4.a.
b. LESS: Allowance for loan and lease losses .....................RCON 3123 19,860 4.b.
c. LESS: Allocated transfer risk reserve .......................RCON 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 992,369 4.d.
5. Trading assets (from Schedule RC-D) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3545 0 5.
6. Premises and fixed assets (including capitalized leases). . . . . . . . . . . . . . . . . . 2145 28,099 6.
7. Other real estate owned (from Schedule RC-M). . . . . . . . . . . . . . . . . . . . . . . . 2150 2,205 7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M). . 2130 1 8.
9. Customers' liability to this bank on acceptances outstanding. . . . . . . . . . . . . . . . 2155 434 9.
10. Intangible assets (from Schedule RC-M). . . . . . . . . . . . . . . . . . . . . . . . . . . 2143 42,070 10.
11. Other assets (from Schedule RC-F) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2160 50,944 11.
12. Total assets (sum of items 1 through 11). . . . . . . . . . . . . . . . . . . . . . . . . . 2170 1,645,787 12.
-------------------
</TABLE>
- ------------------
(1) Includes cash items in process of collection and unposted debits
(2) Includes time certificates of deposit not held for trading.
9
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545 FFIEC 032
Page RI-2
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: 26718
-----
SCHEDULE RC--CONTINUED
<TABLE>
<CAPTION>
------------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------
LIABILITIES
<S> <C> <C> <C>
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E) . . . . . . . . 2200 1,269,391 13.a.
(1) Noninterest-bearing (1) . . . . . . . . . . . . . . . . . . . RCON 6631 405,967 13.a.(1)
(2) Interest-bearing . . . . . . . . . . . . . . . . . . . . . . .RCON 6636 863,424 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs . . . . . . . . . . . . . .
(1) Noninterest-bearing
(2) Interest-bearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14. Federal funds purchased and securities sold under agreements to repurchase:
a. Federal funds purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0278 177,560 14.a.
b. Securities sold under agreements to repurchase . . . . . . . . . . . . . . . . . . . . . 0279 0 14.b.
15. a. Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . . . . . . . . . . . . 2840 10,279 15.a.
b. Trading liabilities (from Schedule RC-D) . . . . . . . . . . . . . . . . . . . . . . . . 3548 0 15.b.
16. Other borrowed money:
a. With original maturity of one year or less . . . . . . . . . . . . . . . . . . . . . . . 2332 0 16.a.
b. With original maturity of more than one year . . . . . . . . . . . . . . . . . . . . . . 2333 1,258 16.b.
17. Mortgage indebtedness and obligations under capitalized leased . . . . . . . . . . . . . . . 2910 0 17.
18. Bank's liability on acceptances executed and outstanding . . . . . . . . . . . . . . . . . . 2920 434 18.
19. Subordinated notes and debentures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3200 0 19.
20. Other liabilities (from Schedule RC-G) . . . . . . . . . . . . . . . . . . . . . . . . . . . 2930 9,524 20.
21. Total liabilities (sum of items 13 through 20) . . . . . . . . . . . . . . . . . . . . . . . 2948 1,468,446 21.
22. Limited-life preferred stock and related surplus . . . . . . . . . . . . . . . . . . . . . . 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus. . . . . . . . . . . . . . . . . . . . . . . . 3838 0 23.
24. Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3230 29,618 24.
25. Surplus (exclude all surplus related to preferred stock) . . . . . . . . . . . . . . . . . . 3839 128,601 25.
26. a. Undivided profits and capital reserves. . . . . . . . . . . . . . . . . . . . . . . . . . 3632 18,407 26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities. . . . . . . . . . 8434 715 26.b.
27. Cumulative foreign currency translation adjustments. . . . . . . . . . . . . . . . . . . . .
28. Total equity capital (sum of items 23 through 27). . . . . . . . . . . . . . . . . . . . . . 3210 177,341 28.
29. Total liabilities, limited-life preferred stock, and equity capital
(sum of items 21, 22, and 28). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3300 1,645,787 29.
-------------------------
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best
describes the most comprehensive level of auditing work performed for the
bank by independent external auditors as of any data during
1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCON 6724 N/A M.1
</TABLE>
1 = Independent audit of the band conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
- --------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
10
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545 FFIEC 032
Page RI-3
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: 26718
-----
SCHEDULE RC-A--CASH AND BALANCES DUE FROM DEPOSITORY INSTITUTIONS
Exclude assets held for trading.
<TABLE>
<CAPTION>
----
C305
----
Dollar Amounts in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Cash items in process of collection, unposted debits, and currency and coin:
a. Cash items in process of collection and unposted debits. . . . . . . . . . . . . . . . . 0020 132,875 1.a.
b. Currency and coin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0080 21,668 1.b.
2. Balances due from depository institutions in the U.S.:
a. U.S. branches and agencies of foreign banks. . . . . . . . . . . . . . . . . . . . . . . 0083 0 2.a.
b. Other commercial banks in the U.S. and other depository institutions in the U.S. . . . . 0085 13,162 2.b.
3. Balances due from banks in foreign countries and foreign central banks:
a. Foreign branches of other U.S. banks . . . . . . . . . . . . . . . . . . . . . . . . . . 0073 0 3.a.
b. Other banks in foreign countries and foreign central banks . . . . . . . . . . . . . . . 0074 0 3.b.
4. Balances due from Federal Reserve Banks . . . . . . . . . . . . . . . . . . . . . . . . . . 0090 4,128 4.
5. Total (sum of items 1 through 4) (must equal Schedule RC, sum of items 1.a and 1.b) . . . . 0010 171,833 5.
--------------------------
Memorandum ------------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------
1. Noninterest-bearing balances due from commercial banks in the U.S. (included in items 1.a.
and 2.b above) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0050 13,062 M.1.
------------------
</TABLE>
SCHEDULE RC-B--SECURITIES
Exclude assets held for trading.
<TABLE>
<CAPTION>
C310
- --------------------------------------------------------------------------------------------------------------------------
Held-to-maturity Available-for-sale
(Column A) (Column B) (Column C) (Column D)
Amortized Cost Fair Value Amortized Cost Fair Value (1)
------------------------------------------------------------------------------
Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. U.S. Treasury securities . . . . . . . 0211 0 0213 0 1286 67,290 1287 67,496 1.
2. U.S. Government agency
and corporation obligations
(exclude mortgage-backed
securities):
a. Issued by U.S.
Government agencies (2) . . . . . . 1289 0 1290 0 1291 0 1293 0 2.a.
b. Issued by U.S.
Government-sponsored
agencies (3). . . . . . . . . . . . 1294 0 1295 0 1297 40,709 1298 41,087 2.b.
-------------------------------------------------------------------------------
</TABLE>
- ---------
(1) Includes equity securities without readily determinable fair values at
historical cost in item 6.c. column D.
(2) Includes Small Business Administration "Guaranteed Loan Pool Certificates,"
U.S. Maritime Administration obligations, and Export-Import Bank
participation certificates.
(3) Includes obligations (other than mortgage-backed securities) issued by the
Farm Credit System, the Federal Home Loan Bank System, the Federal Home Loan
Mortgage Corporation, the Federal National Mortgage Association, the
Financing Corporation, Resolution Funding Corporation, the Student Loan
Marketing Association, and the Tennessee Valley Authority.
11
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545 FFIEC 032
Page RI-4
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: 26718
-----
SCHEDULE RC-B--CONTINUED
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
Held-to-Maturity Available-for-sale
--------------------------------------------------------------------------------------
(Column A) (Column B) (Column C) (Column D)
Amortized Cost Fair Value Amoritzed Cost Fair Value (1)
--------------------------------------------------------------------------------------
Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3. Securities issued by states
and political subdivisions
in the U.S.:
a. General obligations. . . 1676 10,944 1677 11,171 1678 0 1679 0 3.a.
b. Revenue obligations. . . 1681 5,767 1686 5,955 1690 0 1691 0 3.b.
c. Industrial development
and similar obligations. 1694 0 1695 0 1696 0 1697 0 3.c.
4. Mortgage-backed
securities (MBS):
a. Pass-through securities:
(1) Guaranteed by
GNMA . . . . . . . . 1698 0 1699 0 1701 37,296 1702 37,531 4.a.(1)
(2) Issued by FNMA
and FHLMC. . . . . . 1703 0 1705 0 1706 52,665 1707 52,442 4.a.(2)
(3) Other pass-through
securities . . . . . 1709 0 1710 0 1711 0 1713 0 4.a.(3)
b. Other mortgage-backed
securities (include CMOs,
REMICs, and stripped
MBS):
(1) Issued or guaranteed
by FNMA, FHLMC
or GNMA. . . . . . . 1714 0 1715 0 1716 67,106 1717 67,666 4.b.(1)
(2) Collateralized
by MBS issued or
guaranteed by FNMA,
FHLMC, or GNMA . . . 1718 0 1719 0 1731 102 1732 102 4.b.(2)
(3) All other mortgage-
backed securities. . 1733 0 1734 0 1735 0 1736 0 4.b.(3)
5. Other debt securities:
a. Other domestic debt
securities . . . . . . . 1737 0 1738 0 1739 368 1741 382 5.a.
b. Foreign debt
securities . . . . . . . 1742 25 1743 25 1744 0 1746 0 5.b.
6. Equity securities:
a. Investments in mutual
funds. . . . . . . . . . 1747 0 1748 0 6.a.
b. Other equity securities
with readily determinable
fair values. . . . . . . 1749 0 1751 0 6.b.
c. All other equity
securities (1) . . . . . 1752 9,921 1753 9,921 6.c.
7. Total (sum of items 1
through 6) (total of
column A must equal
Schedule RC, item 2.a)
(total of Column D must
equal Schedule RC,
item 2.b) . . . . . . . . . 1754 16,736 1771 17,151 1772 275,457 1773 276,627 7.
--------------------------------------------------------------------------------------
</TABLE>
(1) Includes equity securities without readily determinable fair values at
historical cost in tiem 6.c, column D.
12
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545 FFIEC 032
Page RC-5
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: |2|6|7|1|8|
SCHEDULE RC-B--CONTINUED
<TABLE>
<CAPTION>
Memoranda C312 (-
------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ------------------------------------------------------------------------------------------------ ------------------
<S> <C> <C> <C>
1. Pledged securities(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0416 243,105 M.1.
2. Maturity and repricing data for debt securities(2)(3)(4) (excluding those in nonaccrual status):
a. Fixed rate debt securities with a remaining maturity of:
(1) Three months or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0343 2,559 M.2.a.(1)
(2) Over three months through 12 months. . . . . . . . . . . . . . . . . . . . . . . . . 0344 18,030 M.2.a.(2)
(3) Over one year through five years . . . . . . . . . . . . . . . . . . . . . . . . . . 0345 77,956 M.2.a.(3)
(4) Over five years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0346 73,210 M.2.a.(4)
(5) Total fixed rate debt securities (sum of Memorandum items 2.a(1) through 2.a(4)) . . 0347 171,755 M.2.a.(5)
b. Floating rate debt securities with a repricing frequency of:
(1) Quarterly or more frequently . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4544 44,514 M.2.b.(1)
(2) Annually or more frequently, but less frequently than quarterly. . . . . . . . . . . 4545 67,173 M.2.b.(2)
(3) Every five years or more frequently, but less frequently than annually . . . . . . . 4551 0 M.2.b.(3)
(4) Less frequently than every five years. . . . . . . . . . . . . . . . . . . . . . . . 4552 0 M.2.b.(4)
(5) Total floating rate debt securities (sum of Memorandum items 2.b.(1) through 2.b.(4)). . 4553 111,687 M.2.b.(5)
c. Total debt securities (sum of Memorandum items 2.a.(5) and 2.b.(5)) (must equal total
debt securities from Schedule RC-B, sum of items 1 through 5, Columns A and O, minus
nonaccrual debt securities included in Schedule RC-N, item 9, column C). . . . . . . . . 0393 283,442 M.2.c.
3. Not applicable
4. Held-to-maturity debt securities restructured and in compliance with modified terms (included
in Schedule RC-B, items 3 through 5, column A, above) . . . . . . . . . . . . . . . . . . . 5365 0 M.4.
5. Not applicable
6. Floating rate debt securities with a remaining maturity of one year or less (2)(5) (to be
completed by all banks) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5519 500 M.6.
7. Amortized cost of held-to-maturity securities sold or transferred to available-for-sale or
trading securities during the calendar year-to-date (report the amortized cost at date
of sale or transfer). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1778 112,100 M.7.
8. High-risk mortgage securities (included in the held-to-maturity and available-for-sale
accounts in Schedule RC-B, item 4.b):
a. Amortized cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8780 0 M.8.a.
b. Fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8781 0 M.8.b.
9. Structured notes (included in the held-to-maturity and available-for-sale accounts in
Schedule RC-B, items 2, 3, and 5):
a. Amortized cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8782 5,250 M.9.a.
b. Fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8783 5,261 M.9.b.
</TABLE>
- --------------------
(2) Includes held-to-maturity securities at amortized cost and available-for-
sale securities at fair value.
(3) Exclude equity securities, e.g., investments in mutual funds, Federal
Reserve stock, common stock, and preferred stock.
(4) Memorandum item 2 is not applicable to savings banks that must complete
supplemental Schedule RC-J.
(5) For commercial banks, the debt securities included in Memorandum item 6 will
also have been reported in Memorandum item 2.b above. For savings banks,
the debt securities included in Memorandum item 6 will also have been
reported in supplemental Schedule RC-J, part I, item 4. Savings banks
should note that available-for-sale debt securities are reported at fair
value in Memorandum item 6 and at amortized cost in Schedule RC-J.
13
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545 FFIEC 032
Page RC-6
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: |2|6|7|1|8|
SCHEDULE RC-C--LOANS AND LEASE FINANCING RECEIVABLES
PART I. LOANS AND LEASES
Do not deduct the allowance for loan and lease losses from amounts in this
schedule. Report total loans and leases, net of unearned income. Exclude
assets held for trading.
<TABLE>
<CAPTION>
C315 (-
------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ------------------------------------------------------------------------------------------------ ------------------
<S> <C> <C> <C>
1. Loans secured by real estate:
a. Construction and land development . . . . . . . . . . . . . . . . . . . . . . . . . . . 1415 57,909 1.a.
b. Secured by farmland (including farm residential and other improvements) . . . . . . . . 1420 945 1.b.
c. Secured by 1-4 family residential properties:
(1) Revolving, open-end loans secured by 1-4 family residential properties and
extended under lines of credit. . . . . . . . . . . . . . . . . . . . . . . . . . . 1797 9,245 1.c.(1)
(2) All other loans secured by 1-4 family residential properties:
(a) Secured by first liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5367 81,896 1.c.(2)(a)
(b) Secured by junior liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5368 7,915 1.c.(2)(b)
d. Secured by multifamily (5 or more) residential properties . . . . . . . . . . . . . . . 1460 33,240 1.d.
e. Secured by nonfarm nonresidential properties. . . . . . . . . . . . . . . . . . . . . . 1480 174,516 1.e.
2. Loans to depository institutions:
a. To commercial banks in the U.S.:
(1) To U.S. branches and agencies of foreign banks. . . . . . . . . . . . . . . . . . . 1506 0 2.a.(1)
(2) To other commercial banks in the U.S. . . . . . . . . . . . . . . . . . . . . . . . 1507 0 2.a.(2)
b. To other depository institutions in the U.S.. . . . . . . . . . . . . . . . . . . . . . 1517 10,000 2.b.
c. To banks in foreign countries:
(1) To foreign branches of other U.S. banks . . . . . . . . . . . . . . . . . . . . . . 1513 0 2.c.(1)
(2) To other banks in foreign countries . . . . . . . . . . . . . . . . . . . . . . . . 1516 175 2.c.(2)
3. Loans to finance agricultural production and other loans to farmers. . . . . . . . . . . . 1590 26,620 3.
4. Commercial and industrial loans:
a. To U.S. addressees (domicile) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1763 304,144 4.a.
b. To non-U.S. addressees (domicile) . . . . . . . . . . . . . . . . . . . . . . . . . . . 1764 0 4.b.
5. Acceptance of other banks:
a. Of U.S. banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1756 0 5.a.
b. Of foreign banks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1757 0 5.b.
6. Loans to individuals for household, family, and other personal expenditures
(i.e., consumer loans) (includes purchased paper):
a. Credit cards and related plans (includes check credit and other revolving credit plans) 2008 3,720 6.a.
b. Other (includes single payment, installment, and all student loans) . . . . . . . . . . 2011 278,737 6.b.
7. Loans to foreign governments and official institutions (including foreign central banks) . 2081 0 7.
8. Obligations (other than securities and leases) of states and political subdivisions
in the U.S. (including nonrated industrial development obligations). . . . . . . . . . . . 2107 12,509 8.
9. Other loans:
a. Loans for purchasing or carrying securities (secured or unsecured). . . . . . . . . . . 1545 586 9.a.
b. All other loans (excluding consumer loans). . . . . . . . . . . . . . . . . . . . . . . 1564 10,072 9.b.
10. Lease financing receivables (net of earned income):
a. Of U.S. addressees (domicile) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2182 0 10.a.
b. Of non-U.S. addressees (domicile) . . . . . . . . . . . . . . . . . . . . . . . . . . . 2183 0 10.b.
11. LESS: Any unearned income on loans reflected on items 1-9 above. . . . . . . . . . . . . . 2123 0 11.
12. Total loans and leases, net of unearned income (sum of items 1 through 10)
minus item 11) (must equal Schedule RC, item 4.a). . . . . . . . . . . . . . . . . . . . . 2122 1,012,229 12.
</TABLE>
14
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545 FFIEC 032
Page RC-7
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: |2|6|7|1|8|
SCHEDULE RC-C--CONTINUED
PART I. CONTINUED
<TABLE>
<CAPTION>
Memoranda
Dollar Amounts in Thousands RCON Bil Mil Thou
- ------------------------------------------------------------------------------------------------ ------------------
<S> <C> <C> <C>
1. Commercial paper included in Schedule RC-C, part I, above . . . . . . . . . . . . . . . . . 1496 0 M.1
2. Loans and leases restructured and in compliance with modified terms (included in
Schedule RC-C, part I, above and not reported as past due or nonaccrual in Schedule RC-N,
Memorandum item 1):
a. Loans secured by real estate:
(1) To U.S. addressees (domicile). . . . . . . . . . . . . . . . . . . . . . . . . . . . 1687 0 M.2.a.(1)
(2) To non-U.S. addressees (domicile). . . . . . . . . . . . . . . . . . . . . . . . . . 1689 0 M.2.a.(2)
b. All other loans and all lease financing receivables (exclude loans to individuals
for household, family, and other personal expenditures). . . . . . . . . . . . . . . . . 8691 0 M.2.b.
c. Commercial and industrial loans to and lease financing receivables of
non-U.S. addressees (domicile) included in Memorandum item 2.b above . . . . . . . . . . 8692 0 M.2.c.
3. Maturity and repricing data for loans and leases(1) (excluding those in nonaccrual status):
a. Fixed rate loans and leases with a remaining maturity of:
(1) Three months or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0348 33,843 M.3.a(1)
(2) Over three months through 12 months. . . . . . . . . . . . . . . . . . . . . . . . . 0349 24,880 M.3.a(2)
(3) Over one year through five years . . . . . . . . . . . . . . . . . . . . . . . . . . 0356 325,907 M.3.a(3)
(4) Over five years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0357 98,148 M.3.a(4)
(5) Total fixed rate loans and leases (sum of Memorandum items 3.a.(1)
through 3.a.(4)) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0358 482,778 M.3.a(5)
b. Floating rate loans and leases with a repricing frequency of:
(1) Quarterly or more frequently . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4554 505,287 M.3.b(1)
(2) Annually or more frequently, but less frequently than quarterly. . . . . . . . . . . 4555 13,111 M.3.b(2)
(3) Every five years or more frequently, but less frequently than annually . . . . . . . 4561 647 M.3.b(3)
(4) Less frequently than every five years. . . . . . . . . . . . . . . . . . . . . . . . 4564 0 M.3.b(4)
(5) Total floating rate loans (sum of Memorandum items 3.b.(1) through 3.b.(4)). . . . . 4567 519,045 M.3.b(5)
c. Total loans and leases (sum of Memorandum items 3.s.(5) and 3.b.(5))
(must equal the sum of total loans and leases, net, from Schedule RC-C, part I, item 12,
plus earned income from Schedule RC-C, part I, item 11, minus total nonaccrual
loans and leases from Schedule RC-N, sum of items 1 through 8, column C) . . . . . . . . 1479 1,001,823 M.3.c.
4. Loans to finance commercial real estate, construction, and land development activities
(not secured by real estate) included in Schedule RC-C, part I, items 4 and 9.b,
page RC-6(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2746 6,131 M.4.
5. Loans and leases held for sale (included in Schedule RC-C, part I, above) . . . . . . . . . 5369 123 M.5.
6. Adjustable rate closed-end loans secured by first liens on 1-4 family residential properties
(included in Schedule RC-C, part I, item 1.c.(2)(a), page RC-6) . . . . . . . . . . . . . . 5370 21,757 M.6.
</TABLE>
- --------------------
(1) Memorandum item 3 is not applicable to savings banks that must complete
supplemental Schedule RC-J.
(2) Exclude loans secured by real estate that are included in Schedule RC-C,
part I, items 1.a through 1.e.
15
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545 FFIEC 032
Page RC-8
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: |2|6|7|1|8|
SCHEDULE RC-D--TRADING ASSETS AND LIABILITIES
Schedule RC-D is to be completed only by banks with $1 billion or more in total
assets or with $2 billion or more in par/notional amount of off-balance sheet
derivative contracts (as reported in Schedule RC-L, items 14.a through 14.e,
columns A through D).
<TABLE>
<CAPTION>
C320 (-
------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ------------------------------------------------------------------------------------------------ ------------------
<S> <C> <C> <C>
ASSETS
1. U.S. Treasury Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3531 0 1.
2. U.S. Government agency and corporation obligations (exclude mortgage-backed securities). . 3532 0 2.
3. Securities issued by states and political subdivisions in the U.S. . . . . . . . . . . . . 3533 0 3.
4. Mortgage-backed securities (MBS):
a. Pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA. . . . . . . . . . 3534 0 4.a.
b. Other mortgage-backed securities issued or guaranteed by FNMA, FHLMC, or GNMA
(include CMOs, REMICs, and stripped MBS). . . . . . . . . . . . . . . . . . . . . . . . 3535 0 4.b.
c. All other mortgage-backed securities. . . . . . . . . . . . . . . . . . . . . . . . . . 3536 0 4.c.
5. Other debt securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3537 0 5.
6. Certificates of deposit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3538 0 6.
7. Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3539 0 7.
8. Banker's acceptances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3540 0 8.
9. Other trading assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3541 0 9.
10. Not applicable
11. Revaluation gains on interest rate, foreign exchange rate, and other commodity and equity
contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4549 0 11.
12. Total trading assets (sum of items 1 through 11) (must equal Schedule RC, item 5). . . . . 3545 0 12.
LIABILITIES
13. Liability for short positions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3546 0 13.
14. Revaluation losses on interest rate, foreign exchange rate, and other commodity and equity
contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3547 0 14.
15. Total trading liabilities (sum of items 13 and 14) (must equal Schedule RC, item 15.b) . . 3548 0 15.
</TABLE>
16
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545 FFIEC 032
Page RC-9
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: |2|6|7|1|8|
SCHEDULE RC-E--DEPOSIT LIABILITIES
<TABLE>
<CAPTION>
C325 (-
-------
Nontransaction
Transaction Accounts Accounts
---------------------------------------- ------------------
(Column A) (Column B) (Column C)
Total transaction Memo: Total Total
accounts (including demand deposits nontransaction
total demand (included in accounts
deposits) column A) (including MMDAs)
------------------ ------------------ ------------------
Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
- ---------------------------------------------------- ------------------ ------------------ ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Deposits of:
1. Individuals, partnerships and corporations. . . 2201 339,728 2240 315,831 2346 771,991 1.
2. U.S. Government . . . . . . . . . . . . . . . . 2202 9,146 2280 9,146 2520 0 2.
3. States and political subdivisions in the U.S. . 2203 40,796 2290 32,604 2530 58,382 3.
4. Commercial banks in the U.S.. . . . . . . . . . 2206 34,562 2310 34,562 4.
a. U.S. branches and agencies of foreign banks. 2347 0 4.a.
b. Other commercial banks in the U.S. . . . . . 2348 1,087 4.b.
5. Other depository institutions in the U.S. . . . 2207 3,294 2312 3,294 2349 0 5.
6. Banks in foreign countries. . . . . . . . . . . 2213 0 2320 0 6.
a. Foreign branches of other U.S. banks . . . . 2367 0 6.a.
b. Other banks in foreign countries . . . . . . 2373 0 6.b.
7. Foreign governments and official institutions
(including foreign central banks) . . . . . . . 2216 0 2300 0 2377 0 7.
8. Certified and official checks . . . . . . . . . 2330 10,405 2330 10,405 8.
9. Total (sum of items 1 through 8) (sum of
columns A and C must equal Schedule RC,
item 13.a). . . . . . . . . . . . . . . . . . . 2215 437,931 2210 405,842 2385 831,460 9.
</TABLE>
<TABLE>
<CAPTION>
Memoranda
Dollar Amounts in Thousands RCON Bil Mil Thou
- ------------------------------------------------------------------------------------------------ ------------------
<S> <C> <C> <C>
1. Selected components of total deposits (i.e., sum of item 9, columns A and C):
a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts. . . . . . . . . . . 6835 68,549 M.1.a.
b. Total brokered deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2365 0 M.1.b.
c. Fully insured brokered deposits (included in Memorandum item 1.b above):
(1) Issued in denominations of less that $100,000. . . . . . . . . . . . . . . . . . . . 2343 0 M.1.c.(1)
(2) Issued either in denominations of less that $100,000 or in denominations greater than
$100,000 and participated out by the broker in shares of $100,000 or less. . . . . . 2344 0 M.1.c.(2)
d. Total deposits denominated in foreign currencies . . . . . . . . . . . . . . . . . . . . 3776 0 M.1.d
e. Preferred deposits (uninsured deposits of states and political subdivisions in the U.S.
reported in item 3 above which are secured or collateralized as required under state law 5590 98,631 M.1.e
2. Components of total nontransaction accounts (- sum of Memoranda items 2.a through 2.d must
equal item 9, column C, above):
a. Savings deposits:
(1) Money market deposit accounts (MMDAs). . . . . . . . . . . . . . . . . . . . . . . . 6810 388,371 M.2.a(1)
(2) Other savings deposits (excludes MMDAs). . . . . . . . . . . . . . . . . . . . . . . 0352 49,880 M.2.a.(2)
b. Total time deposits of less that $100,000. . . . . . . . . . . . . . . . . . . . . . . . 6648 274,331 M.2.b
c. Time certificates of deposit of $100,000 or more . . . . . . . . . . . . . . . . . . . . 6645 118,578 M.2.c.
d. Open-account time deposits of $100,000 or more . . . . . . . . . . . . . . . . . . . . . 6646 300 M.2.d.
3. All NOW accounts (included in column A above) . . . . . . . . . . . . . . . . . . . . . . . 2398 32,089 M.3.
</TABLE>
17
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2345 FFIEC O32
Page RC-10
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FIDC Certificate No.: 26718
SCHEDULE RC-E--CONTINUED
Memoranda (Continued)
<TABLE>
<CAPTION>
Deposit Totals for FDIC Insurance Assessments
Dollar Amounts in Thousands RCON Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
4. Total deposits (sum of items 9, column A and item 9, column C )
(must equal Schedule RC, item 13.a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2200 1,269,391 M.4
a. Total (demand deposits ( must equal item 9, column 8) . . . . . . . . . . . . . . . . . . 2210 405,842 M.4.a
b. Total (time and savings deposits (1) (must equal item 9, column A plus item 9, column C
minus item 9, column 8). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2350 863,549 M.4.b
- -----------
(1) for FDIC insurance assessment purposes, "total time and savings deposits" consists of nontransaction accounts and all
transaction accounts other than demand deposits.
Dollar Amounts in Thousands RCON Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------
5. Time deposits of less than $100,000 and open-account time deposits of $100,000 or more
(included in in Memorandum items 2.b and 2.d above) with a remaining maturity or repricing
frequency of :(1)
a. Three months or less. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0359 63,218 M.5.a.
b. Over three months through 12 months (but not over 12 months). . . . . . . . . . . . . . . 3644 124,119 M.6.a.(2)
6. Maturity and repricing data for time certificates of deposit of $100,000 or more: (1)
a. Fixed rate time certificates of deposit of $100,000 or more with a remaining maturity of:
(1) Three months or less. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2761 67,783 M.6.a.(1)
(2) Over three months through 12 months . . . . . . . . . . . . . . . . . . . . . . . . . 2762 36,272 M.6.a.(2)
(3) Over one year through five years. . . . . . . . . . . . . . . . . . . . . . . . . . . 2763 14,340 M.6.a.(3)
(4) Over five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2765 183 M.6.a.(4)
(5) Total fixed rate time certificates of deposit of $100,000 or more (sum of
Memorandum items 6.a.(1) through 6.a.(4) . . . . . . . . . . . . . . . . . . . . . . . 2767 118,578 M.6.a.(5)
b. Floating rate time certificates of deposit of $100,000 or more with a repricing
frequency of: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1) Quarterly or more frequently. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4568 0 M.6.b.(1)
(2) Annually or more frequently, but less than quarterly. . . . . . . . . . . . . . . . . 4569 0 M.6.b.(2)
(3) Every five years or more frequently, but less than annually . . . . . . . . . . . . . 4571 0 M.6.b.(3)
(4) Less frequently than every five years . . . . . . . . . . . . . . . . . . . . . . . . 4572 0 M.6.b.(4)
(5) Total floating rate time certificate of deposit of $100,000 or more (sum of Memorandum
items 6.b.(1) through 6.b.(4)). . . . . . . . . . . . . . . . . . . . . . . . . . . . 4573 0 M.6.b.(5)
c. Total time certificates of deposit of $100,000 or more (sum of Memorandum items 6.a.(5)
and 6.b.(5)) (must equal Memorandum item 2.c.above) . . . . . . . . . . . . . . . . . . . 6645 118,578 M.6.c
---------------------
</TABLE>
- ------------
(1) Memorandum items 5 and 6 are not applicable to savings banks that must
complete supplemental Schedule RC-J.
18
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2345 FFIEC O32
Page RC-11
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FIDC Certificate No.: 26718
SCHEDULE RC-F--OTHER ASSETS
<TABLE>
<CAPTION>
--------
C330 ( -
--------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Income earned, not collected on loans . . . . . . . . . . . . . . . . . . . . . . . . . . . 2164 8,335 1.
2. Net deferred tax assets (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2148 4,343 2.
3. Excess residential mortgage servicing fees receivable . . . . . . . . . . . . . . . . . . . 5371 0 3.
4. Other (itemize and describe amounts that exceed 25% of this item) . . . . . . . . . . . . . 2168 38,266 4.
------------ -------------------------
a. TEXT 3549 A/R Goldman Sachs ( Sweep account ) RCON 3549 24,497 4.a
----------- ------------------------------------------------
b TEXT 3550 RCON 3550 4.b
----------- ------------------------------------------------
c. TEXT 3551 RCON 3551 4.c
------------------------------------------------------------------------------------------
5.Total (sum of items 1 through 4) (must equal schedule RC, item 11) . . . . . . . . . . . . . 2160 50,944 5.
--------------------
Memorandum
--------------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------
1. Deferred tax assets disallowed for regulatory capital purposes. . . . . . . . . . . . . . . 5610 0 M.1.
</TABLE>
SCHEDULE RC-G--OTHER LIABILITIES
<TABLE>
<CAPTION>
--------
C330 ( -
--------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. a. Interest accrued and unpaid on deposits (2). . . . . . . . . . . . . . . . . . . . . . . 3645 3,308 1.a.
b. Other expenses accrued and unpaid (includes accrued income taxes payable). . . . . . . . 3646 6,031 1.b.
2. Net deferred tax liabilities (1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3049 0 2.
3. Minority interest in consolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . . 3000 0 3.
4. Other (itemize and describe amounts that exceed 25% of this item) . . . . . . . . . . . . . 2938 185 4.
------------ -------------------------
a. TEXT 3552 Accounts payable clearing RCON 3552 113 4.a
------------ -----------------------------------------------
b. TEXT 3553 Non cash collections RCON 3553 48 4.b
------------ -----------------------------------------------
c. TEXT 3554 RCON 3554 4.c
------------------------------------------------------------------------------------------
5. Total (sum of items 1 through 4) (must equal schedule RC, item 20) 2930 9,524 5.
------------------
</TABLE>
- ------------
(1) See discussion of deferred income taxes in Glossary entry on "income taxes."
(2) For savings banks, includes "dividends" accrued and unpaid on deposits.
19
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2345 FFIEC O32
Page RC-12
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FIDC Certificate No.: 26718
SCHEDULE RC-K--QUARTERLY AVERAGES (1)
<TABLE>
<CAPTION>
--------
C335 ( -
--------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS
1. Interest-bearing balances due from depository institutions . . . . . . . . . . . . . . . . . 3381 36 1.
2. U.S. Treasury securities and U.S. Government agency and corporation obligations (2) . . . . 3382 265,709 2.
3. Securities issued by states and political subdivisions in the U.S. (2) . . . . . . . . . . . 3383 16,708 3.
4. a. Other debt securities(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3647 915 4.a
b. Equity securities(3) (includes investments in mutual funds and Federal Reserve stock) . . 3648 9,922 4.b.
5. Federal funds sold and securities purchased under agreements to resell . . . . . . . . . . . 3365 56,434 5.
6. Loans:
a. Total loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3360 1,018,810 6.a.
b. Loans secured by real estate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3385 295,886 6.b.
c. Loans to finance agricultural production and other loans to farmers . . . . . . . . . . . 3386 23,345 6.c.
d. Commercial and industrial loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3387 306,287 6.d.
e. Loans to individuals for household, family, and other personal expenditures . . . . . . . 3388 302,450 6.e.
7. Trading assets(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3401 0 7.
8. Lease financing receivables (net of unearned income) . . . . . . . . . . . . . . . . . . . . 3484 0 8.
9. Total assets(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3368 1,589,364 9.
LIABILITIES
10. Interest bearing transaction accounts (NOW accounts, ATS accounts, and telephone
and preauthorized transfer accounts (exclude demand deposits) . . . . . . . . . . . . . . . 3485 19,263 10.
11. Nontransaction accounts:
a. Money market deposit accounts (MMDAs). . . . . . . . . . . . . . . . . . . . . . . . . . 3486 394,504 11.a
b. Other savings deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3487 2,556 11.b.
c. Time certificates of deposit of $100,000 or more . . . . . . . . . . . . . . . . . . . . 3345 91,521 11.c.
d. All other time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3469 300,784 11.d.
12. Federal funds purchased and securities under agreements to repurchase . . . . . . . . . . . 3353 169,072 12.
13. Other borrowed money. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3355 11,693 13.
--------------------
</TABLE>
- ---------------------
(1) For all items, banks have the option of reporting either (1)an average of
daily figures for the quarter, or (2) an average of weekly figures (i.e.,
the Wednesday of each week of the quarter).
(2) Quarterly averages for all debt securities should be based on amortized
cost.
(3) Quarterly averages for all equity securities should be based on historical
cost.
(4) The quarterly average for total assets should reflect all debt securities
(not held for trading) at amortized cost, equity securities with readily
determinable fair values at the lower of cost or fair value, and equity
securities without readily determinable fair values at historical cost.
20
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2345 FFIEC O32
Page RC-13
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FIDC Certificate No.: 26718
SCHEDULE RC-L--OFF-BALANCE SHEET ITEMS
Please read carefully the instructions for the preparation of schedule RC-L.
Some of the amounts reported in Schedule RC-L are regarded as volume
indicators and not necessarily as measures of risk.
<TABLE>
<CAPTION>
--------
C360 ( -
--------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Unused commitments:
a. Revolving, open-end lines secured by 1-4 family residential properties, e.g., home equity
lines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3814 5,920 1.a.
b. Credit card lines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3815 0 1.b.
c. Commercial real estate, construction, and land development:
(1) Commitments to fund loans secured by real estate. . . . . . . . . . . . . . . . . . . 3816 31,974 1.c.(1)
(2) Commitments to fund loans not secured by real estate. . . . . . . . . . . . . . . . . 6550 525 1.c.(2)
d. Securities underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3817 0 1.d.
e. Other unused commitments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3818 495,888 1.e.
2. Financial standby letters of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3819 15,960 2.
----------------------
a. Amount of financial standby letters of credit conveyed to others RCON 3820 0
---------------------- 2.a.
3. Performance standby letters of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . 3821 98,031 3.
----------------------
a. Amount of performance standby letters of credit conveyed to others RCON 3822. 0 3.a.
---------------------
4. Commercial and similar letters of credit. . . . . . . . . . . . . . . . . . . . . . . . . . 3411 28,106 4.
5. Participations in acceptances (as described in the instructions) conveyed to others by the
reporting bank. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3428 0 5.
6. Participations in acceptances (as described in the instructions) acquired by the reporting
(nonaccepting) bank. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3429 0 6.
7. Securities borrowed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3432 0 7.
8. Securities lent (including customers' securities lent where the customer is indemnified
against loss by the reporting bank). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3433 0 8.
9. Mortgages transferred (i.e., sold or swapped) with recourse that have been treated as sold
for Call Report purposes:
a. FNMA and FMLMC residential mortgage loan pools:
(1) Outstanding principal balance of mortgages transferred as of the report date . . . . 3650 0 9.a.(1)
(2) Amount of recourse exposure on these mortgages as of the report date . . . . . . . . 3651 0 9.a.(2)
b. Private (nongovernment-issued or -guaranteed) residential mortgage loan pools:
(1) Outstanding principal balance of mortgages transferred as of the report date. . . . . 3652 0 9.b.(11)
(2) Amount of recourse exposure on these mortgages as of the report date. . . . . . . . . 3653 0 9.b.(2)
c. Farmer Mac agricultural mortgage loan pools:
(1) Outstanding principal balance of mortgages transferred as of the report date. . . . . 3654 0 9.c.(1)
(2) Amount of recourse exposure on these mortgages as of the report date. . . . . . . . . 3655 0 9.c.(2)
10. When-issued securities:
a. Gross commitments to purchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3434 0 10.a.
b. Gross commitments to sell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3435 0 10.b.
11. Spot foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8765 0 11.
12. All other off-balance sheet liabilities (exclude off balance sheet derivatives)
(itemize and describe each component of this item over 25% of Schedule RC, item 28,
"Total equity capital"). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3430 0 12.
-------------- ------------------------
a. TEXT 3555 RCON 3555 12.a.
------------------------------------------------------------------
b. TEXT 3556 RCON 3556 12.b.
------------------------------------------------------------------
c. TEXT 3557 RCON 3557 12.c.
------------------------------------------------------------------
d. TEXT 3558 RCON 3558 12.d.
------------------------------------------------------------------------------------------
13. All other off-balance sheet assets (exclude off-balance sheet derivatives)(itemize and
describe each component of this item over 25% of Schedule RC, item 28, "Total equity capital") 5591 0 13.
-------------- ------------------------
a. TEXT 5592 RCON 5592 13.a.
------------------------------------------------------------------
b. TEXT 5593 RCON 5593 13.b.
------------------------------------------------------------------
c. TEXT 5594 RCON 5594 13.c.
------------------------------------------------------------------
d. TEXT 5595 RCON 5595 13.d.
------------------------------------------------------------------------------------------
</TABLE>
21
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2345 FFIEC O32
Page RC-14
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FIDC Certificate No.: 26718
SCHEDULE RC-L--Continued
<TABLE>
<CAPTION>
----------------
C361 ( -
------------------------------------------------------------------------------
(Column A) (Column B) (Column C) (Column D)
Dollar Amounts in Thousands Interest Rate Foreign Exchange Equity Derivative Commodity and
- --------------------------------------
Off-balance Sheet Derivatives Contracts Contracts Contracts Other contracts
------------------- ------------------- ------------------- -------------------
Position Indicators Tri Bil Mil Thou Tri Bil Mil Thou Tri Bil Mil Thou Tri Bil Mil Thou
- -------------------------------------- ------------------- ------------------- ------------------- -------------------
<S> <C> <C> <C> <C> <C>
14. Gross amounts (e.g.,notional
amounts) (for each column, sum of
items 14.a through 14.e must equal
sum of items 15,16.a, and 16.b):
------------------- ------------------- -------------------- ------------------
a. Futures contracts............... 0 0 0 0 14.a.
------------------- ------------------ ------------------ -------------------
RCON 8693 RCON 8694 RCON 8695 RCON 8696
-------------------- ------------------ --------------------------------------
b. Forward contracts............... 0 27 0 0 14.b.
------------------- ------------------ ------------------ -------------------
RCON 8697 RCON 8698 RCON 8699 RCON 8700
------------------- ------------------ ------------------ -------------------
c. Exchange-traded option contracts:
------------------- ------------------ ------------------ -------------------
(1) Written options........... 0 0 0 0 14.c.(1)
------------------- ------------------ ------------------ -------------------
RCON 8701 RCON 8702 RCON 8703 RCON 8704
------------------- ------------------ ------------------ -------------------
(2) Purchased options.......... 0 0 0 0 14.c.(2)
------------------- ------------------ ------------------ -------------------
RCON 8705 RCON 8706 RCON 8707 RCON 8708
------------------- ------------------ ------------------ -------------------
d. Over-the-counter option contracts:
------------------- ------------------ ------------------ -------------------
(1) Written options........... 0 0 0 0 14.d.(1)
------------------- ------------------ ------------------ -------------------
RCON 8709 RCON 8710 RCON 8711 RCON 8712
------------------- ------------------ ------------------ -------------------
(2) Purchased options.......... 0 0 0 0 14.d.(2)
------------------- ------------------ ------------------ -------------------
RCON 8713 RCON 8714 RCON 8715 RCON 8716
------------------- ------------------ ------------------ -------------------
e. Swaps........................... 110,208 0 0 0 14.e.
------------------- ------------------ ------------------ -------------------
RCON 3450 RCON 3826 RCON 8719 RCON 8720
------------------- ------------------ ------------------ -------------------
15. Total gross notional amount of
derivative contracts held
for trading........................ 0 0 0 0 15.
------------------- ------------------ ------------------ -------------------
RCON A126 RCON A127 RCON 8723 RCON 8724
------------------- ------------------ ------------------ -------------------
16. Total gross notional amount of
derivative contracts held for
purposes other than trading:
------------------- ------------------ ------------------ -------------------
a. Contracts marked to market...... 0 0 0 0 16.a.
------------------- ------------------ ------------------ -------------------
RCON 8725 RCON 8726 RCON 8727 RCON 8728
------------------- ------------------ ------------------ -------------------
b. Contracts not marked to market.. 110,208 27 0 0 16.b.
------------------- ------------------ ------------------ -------------------
RCON 8729 RCON 8730 RCON 8731 RCON 8732
------------------- ------------------ ------------------ -------------------
</TABLE>
22
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545
Page RC-15
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: 26718
Schedule RC-L--Continued
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
(Column A) (Column B) (Column C) (Column D)
Dollar Amounts in Thousands Interest Rate Foreign Exchange Equity Derivative Commodity and
- ----------------------------------- Contracts Contracts Contracts Other Contracts
Off-balance Sheet Derivatives ------------------ ------------------ ------------------ ------------------
Position Indicators RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
- ----------------------------------- ------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
17. Gross fair values:
a. Contracts held for
trading:
(1) Gross positive
fair value. . . . . . . . 8733 0 8734 0 8735 0 8736 0 17.a.(1)
(2) Gross negative
fair value. . . . . . . . 8737 0 8738 0 8739 0 8740 0 17.a.(2)
b. Contracts held for
purposes other than
trading that are marked
to market:
(1) Gross positive
fair value. . . . . . . . 8741 0 8742 0 874 0 8744 0 17.b.(1)
(2) Gross negative
fair value. . . . . . . . 8745 0 8746 0 8747 0 8748 0 17.b.(2)
c. Contracts held for
purposes other than
trading that are not
marked to market:
(1) Gross positive
fair value. . . . . . . . 8749 177 8750 27 8751 0 8752 0 17.c.(1)
(2) Gross negative
fair value. . . . . . . . 8753 0 8754 0 8755 0 8756 0 17.c.(2)
------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Memoranda ------------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ------------------------------------------------------------------------------------------------ ------------------
<S> <C> <C> <C>
1.-2. Not applicable
3. Unused commitments with an original maturity exceeding one year that are reported in
Schedule RC-L, items 1.a through 1.e, above (report only the unused portions of
commitments that are fee paid or otherwise legally binding). . . . . . . . . . . . . . . . . 3833 421,436 M.3.
a. Participations in commitments with an original maturity -----------------------
exceeding one year conveyed to others. . . . . . . . . . . . . . . RCON 3834 66,115 M.3.a.
4. To be completed only by banks with $1 billion or more in total assets:-----------------------
Standby letters of credit (both financial and performance) issued to non-U.S. addresses
(domicile) included in Schedule RC-L, items 2 and 3, above . . . . . . . . . . . . . . . . . 3377 0 M.4.
5. To be completed for the September report only:
Installment loans to individuals for household, family, and other personal expenditures that
have been securitized and sold without recourse (with servicing retained), amounts
outstanding by type of loan:
a. Loans to purchase private passenger automobiles . . . . . . . . . . . . . . . . . . . . . 2741 N/A M.5.a.
b. Credit cards and related plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2742 N/A M.5.b.
c. All other consumer installment credit (including mobile home loans) . . . . . . . . . . . 2743 N/A M.5.c.
</TABLE>
23
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545
Page RC-16
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip Oklahoma City, OK 73125
FDIC Certificate No.: 26718
Schedule RC-M--Memoranda
<TABLE>
<CAPTION>
--------
C365
------------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ------------------------------------------------------------------------------------------------- ------------------
<S> <C> <C> <C>
1. Extensions of credit by the reporting bank to its executive officers, directors, principal
shareholders, and their related interests as of the report date:
a. Aggregate amount of all extensions of credit to all executive officers, directors, principal
shareholders, and their related interests . . . . . . . . . . . . . . . . . . . . . . . . 6164 2,479 1.a.
b. Number of executive officers, directors, and principal shareholders to whom the amount of
all extensions of credit by the reporting bank (including extensions of credit to
related interests) equals or exceeds the lesser of $500,000 or 5 percent Number
of total capital as defined for this purpose in agency regulations RCON 6165 3 1.b.
2. Federal funds sold and securities purchased under agreements to resell with U.S. branches
and agencies of foreign banks(1) (included in Schedule RC, items 3.a and 3.b . . . . . . . . 3405 0 2.
3. Not applicable.
4. Outstanding principal balance of 1-4 family residential mortgage loans serviced for others
(include both retained servicing and purchased servicing):
a. Mortgages serviced under a GNMA Contract. . . . . . . . . . . . . . . . . . . . . . . . . 5500 0 4.a.
b. Mortgages serviced under a FHLMC Contract:
(1) Serviced with recourse to servicer. . . . . . . . . . . . . . . . . . . . . . . . . . 5501 0 4.b.(1)
(2) Serviced without recourse to servicer . . . . . . . . . . . . . . . . . . . . . . . . 5502 0 4.b.(2)
c. Mortgages serviced under a FNMA Contract:
(1) Serviced under a regular option Contract. . . . . . . . . . . . . . . . . . . . . . . 5503 0 4.c.(1)
(2) Serviced under a special option Contract. . . . . . . . . . . . . . . . . . . . . . . 5504 0 4.c.(2)
d. Mortgages serviced under other servicing Contracts. . . . . . . . . . . . . . . . . . . . 5505 0 4.d.
5. To be completed only by banks with $1 billion or more in total assets:
Customers' liability to this bank on acceptances outstanding (sun of items 5.a and 5.b must
equal Schedule RC, item 9:
(a) U.S. addresses (domicile). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2103 434 5.a.
(b) Non-U.S. addresses (domicile). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2104 0 5.b.
6. Intangible assets: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3164 0 6.a.
a. Mortgage servicing rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3164 0 6.a.
b. Other identifiable intangible assets:
(1) Purchased credit card relationships . . . . . . . . . . . . . . . . . . . . . . . . . 5506 0 6.b.(1)
(2) All other identifiable intangible assets. . . . . . . . . . . . . . . . . . . . . . . 5507 10,042 6.b.(2)
c. Goodwill. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3163 32,028 6.c.
d. Total (sum of items 6.a through 6.c) (must equal Schedule RC, item 10). . . . . . . . . . 2143 42,000 6.d.
e. Amount of intangible assets (included in item 6.b.(2) above) that have been grandfathered or
are otherwise qualifying for regulatory capital purposes. . . . . . . . . . . . . . . . . 6442 0 6.e.
7. Mandatory convertible debt, net of common or perpetual preferred stock dedicated to
redeem the debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3295 0 7.
------------------------
</TABLE>
- -------------
(1) Do not report federal funds sold and securities purchased under agreements
to resell with other commercial banks in the U.S. in this item.
24
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545
Page RC-17
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip Oklahoma City, OK 73125
FDIC Certificate No.: 26718
Schedule RC-M--Continued
<TABLE>
<CAPTION>
------------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------------------------- ------------------
<S> <C> <C> <C>
8. a. Other real estate owned:
(1) Direct and indirect investments in real estate ventures . . . . . . . . . . . . . . . 5372 0 8.a.(1)
(2) All other real estate owned:
(a) Construction and land development . . . . . . . . . . . . . . . . . . . . . . . . 5508 8 8.a.(2)(
(b) Farmland. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5509 0 8.a.(2)(
(c) 1-4 family residential properties . . . . . . . . . . . . . . . . . . . . . . . . 5510 727 8.a.(2)(
(d) Multifamily (5 or more) residential properties. . . . . . . . . . . . . . . . . . 5511 0 8.a.(2)(
(e) Nonfarm nonresidential properties . . . . . . . . . . . . . . . . . . . . . . . . 5512 1,470 8.a.(2)(
(3) Total (sum of items 8.a.(1) and 8.a.(2)) (must equal Schedule RC, item 7) . . . . . . 2150 2,205 8.a.(3)
b. Investments in unconsolidated subsidiaries and associated companies:
(1) Direct and indirect investments in real estate ventures . . . . . . . . . . . . . . . 5374 0 8.b.(1)
(2) All other investments in unconsolidated subsidiaries and associated companies . . . . 5375 1 8.b.(2)
(3) Total (sum of items 8.b.(1) and 8.b.(2) (must equal Schedule RC, item 8). . . . . . . 2130 1 8.b.(3)
c. Total assets of unconsolidated subsidiaries and associated companies. . . . . . . . . . . 5376 1 8.c.
9. Noncumulative perpetual preferred stock and related surplus included in Schedule RC,
item 23, "Perpetual preferred stock and related surplus" . . . . . . . . . . . . . . . . . . 3778 0 9.
10. Mutual fund and annuity sales during the quarter (include proprietary, private label,
and third party products):
a. Money market funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6441 0 10.a.
b. Equity securities funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8427 0 10.b.
c. Debt securities funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8428 0 10.c.
d. Other mutual funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8429 0 10.d.
e. Annuities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8430 0 10.e.
f. Sales of proprietary mutual funds and annuities (included in items 10.a through
10.e above). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8784 0 10.f.
------------------------
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Memorandum
Dollar Amounts in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------------------------- ------------------
<S> <C> <C> <C>
1. Interbank holdings of capital instruments (to be completed for the December report only):
a. Reciprocal holdings of banking organizations' capital instruments . . . . . . . . . . . . 3836 38 M.1.a.
b. Nonreciprocal holdings of banking organizations' capital instruments. . . . . . . . . . . 3837 0 M.1.b.
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
25
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545
Page RC-18
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip Oklahoma City, OK 73125
FDIC Certificate No.: 26718
Schedule RC-N--Past Due and Nonaccrual Loans, Leases, and Other Assets
<TABLE>
<CAPTION>
The FFIEC regards the information reported in ---------------------------------------------------------------- C370
all of Memorandum item 1, in items 1 through 10, (Column A) (Column B) (Column C)
column A, and in Memorandum items 2 through 4, Past due Past due 90 Nonaccrual
column A, as confidential. 30 through 89 days or more
days and still and still
accruing accruing
-------------------- ------------------ ------------------
Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
- ---------------------------------------------------- -------------------- ------------------ ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Loans secured by real estate:
a. To U.S. addressees (domicile). . . . . . . . 1245 0 1246 13 1247 5,964 1.a.
b. To non-U.S. addressees (domicile). . . . . . 1248 0 1249 0 1250 0 1.b.
2. Loans to depository institutions and acceptances
of other banks:
a. To U.S. banks and other U.S. depository
institutions . . . . . . . . . . . . . . . . 5377 0 5378 0 5379 0 2.a.
b. To foreign banks . . . . . . . . . . . . . . 5380 0 5381 0 5382 0 2.b.
3. Loans to finance agricultural production and
other loans to farmers. . . . . . . . . . . . . 1594 0 1597 0 1583 203 3.
4. Commercial and industrial loans:
a. To U.S. addressees (domicile). . . . . . . . 1251 0 1252 0 1253 3,199 4.a.
b. To non-U.S. addressees (domicile). . . . . . 1254 0 1255 0 1256 0 4.b.
5. Loans to individuals for household, family, and
other personal expenditures:
a. Credit cards and related plans . . . . . . . 5383 0 5384 37 5385 0 5.a.
b. Other (includes single payment, installment,
and all student loans) . . . . . . . . . . . 5386 0 5387 35 5388 1,040 5.b.
6. Loans to foreign governments and official
institutions. . . . . . . . . . . . . . . . . . 5389 0 5390 0 5391 0 6.
7. All other loans . . . . . . . . . . . . . . . . 5459 0 5460 0 5461 0 7.
8. Lease financing receivables:
a. Of U.S. addressees (domicile). . . . . . . . 1257 0 1258 0 1259 0 8.a.
b. Of non-U.S. addressees (domicile). . . . . . 1271 0 1272 0 1791 0 8.b.
9. Debt securities and other assets (exclude other
real estate owned and other repossessed assets) 3505 0 3506 0 3507 0 9.
----------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Amounts reported in items 1 through 8 above include guaranteed and unguaranteed
portions of past due and nonaccrual loans and leases. Report in item 10 below
certain guaranteed loans and leases that have already been included in the
amounts reported in items 1 through 8.
<TABLE>
<CAPTION>
---------------------------------------------------------------
10. Loans and leases reported in items 1 RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
------------------- ------------------ ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
through 8 above which are wholly or partially
guaranteed by the U.S. government. . . . . . . 5612 0 5613 0 5614 2,344 10.
a. Guaranteed portion of loans and leases
included in item 10 above . . . . . . . . . 5615 0 5616 0 5617 892 10.a.
----------------------------------------------------------------
</TABLE>
26
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545
Page RC-19
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip Oklahoma City, OK 73125
FDIC Certificate No.: 26718
Schedule RC-N--Continued
<TABLE>
<CAPTION>
--------
C373
----------------------------------------------------------------
(Column A) (Column B) (Column C)
Past due Past due 90 Nonaccrual
30 through 89 days or more
days and still and still
Memoranda accruing accruing
------------------ ------------------ ------------------
Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
- ---------------------------------------------------- --------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Restructured loans and leases included in
Schedule RC-N, items 1 through 8, above (and not
reported in Schedule RC-C, part I, Memorandum
item 2) . . . . . . . . . . . . . . . . . . . . 1658 0 1659 0 1661 0 M.1.
2. Loans to finance commercial real estate,
construction, and land development activities
(not secured by real estate) included in
Schedule RC-N, items 4 and 7, above . . . . . . 6558 0 6559 0 6560 0 M.2.
3. Loans secured by real estate (sum of
Memorandum items 3.a through 3.e must
equal sum of Schedule RC-N, items 1.a and
1.b, above):
a. Construction and land development. . . . . . 2759 0 2769 0 3492 448 M.3.a.
b. Secured by farmland. . . . . . . . . . . . . 3493 0 3494 0 3495 0 M.3.b.
c. Secured by 1-4 family residential properties:
(1) Revolving, open-end loans secured by
1-4 family residential properties and
extended under lines of credit. . . . . . 5398 0 5399 0 5400 0 M.3.c.(1)
(2) All other loans secured by 1-4 family
residential properties. . . . . . . . . . 5401 0 5402 13 5403 1,135 M.3.c.(2)
d. Secured by multifamily (5 or more) residential
properties . . . . . . . . . . . . . . . . . 3499 0 3500 0 3501 15 M.3.d.
e. Secured by nonfarm nonresidential properties 3502 0 3503 0 3504 4,366 M.3.e.
-----------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
----------------------------------------
(Column A) (Column B)
Past due 30 Past due 90
through 89 days days or more
------------------ ------------------
Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou
- ---------------------------------------------------- ------------------ ------------------
<S> <C> <C> <C> <C> <C>
4. Interest rate, foreign exchange rate, and other
commodity and equity Contracts:
a. Book value of amounts carried as assets. . . 3522 0 3528 0 M.4.a.
b. Replacement cost of Contracts with a
positive replacement cost. . . . . . . . . . 3529 0 3530 0 M.4.b.
----------------------------------------
</TABLE>
27
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545
Page RC-2
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: 26718
SCHEDULE RC-O--OTHER DATA FOR DEPOSIT INSURANCE ASSESSMENTS
<TABLE>
<CAPTION>
C375 (-
------------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Unposted debits (see instructions):
a. Actual amount of all unposted debits . . . . . . . . . . . . . . . . . . . . . . . . . . 0030 0 1.a
OR
b. Separate amount of unposted debits:
(1) Actual amount of unposted debits to demand deposits. . . . . . . . . . . . . . . . . 0031 N/A 1.b.(1)
(2) Actual amount of unposted debits to time and savings deposits (1). . . . . . . . . . 0032 N/A 1.b.(2)
2. Unposted credits (see instructions):
a. Actual amount of unposted credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3510 0 2.a.
OR
b. Separate amount of unposted credits:
(1) Actual amount of unposted credits to demand deposits. . . . . . . . . . . . . . . . . 3512 N/A 2.b.(1)
(2) Actual amount of unposted credits to time and savings deposits (1). . . . . . . . . . 3514 N/A 2.b.(2)
3. Uninvested trust funds (cash) held in bank's own trust department (not included
in total deposits) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3520 0 3.
4. Deposits of consolidated subsidiaries (not included in total deposits):
a. Demand deposits of consolidated subsidiaries. . . . . . . . . . . . . . . . . . . . . . . 2211 3,506 4.a
b. Time and savings deposits (1) of consolidated subsidiaries. . . . . . . . . . . . . . . . 2351 0 4.b
c. Interest accrued and unpaid on deposits of consolidated subsidiaries. . . . . . . . . . . 5514 0 4.c
5. Not applicable.
Item 6 is not applicable to state nonmember banks that have not been authorized by the
Federal Reserve to act as pass-through correspondents.
6. Reserve balances actually passed through to the Federal Reserve by the reporting bank on
behalf of its respondent depository institutions that are also reflected as deposit
liabilities of the reporting bank:
a. Amount reflected in demand deposits (included in Schedule RC-E.
Memorandum item 4.a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2314 257 6.a
b. Amount reflected in time and savings deposits(1)(included in Schedule RC-E,
Memorandum item 4.b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2315 0 6.b
7. Unamortized premiums and discounts on time and savings deposits:(1)
a. Unamortized premiums. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5516 0 7.a
b. Unamortized discounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5517 0 7.b
8. To be completed by banks with "Oakar deposits."
Total "Adjusted Attributable Deposits of all Institutions acquired under Section 5(d)(3) of
the Federal Deposit Insurance Act (from most recent FDIC Oakar Transaction Worksheet(s)) . . 5518 46,000 8.
9. Deposits in lifeline accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5596 9.
10. Benefit-responsive "Depository Institution Investment Contracts " (included in total
deposits). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8432 0 10.
</TABLE>
- ------------------------------
(1) For FDIC insurance assessment purposes, "time and savings deposits"
consists of nontransaction accounts and all transaction accounts other than
demand deposits.
28
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545
Page RC-2
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: 26718
SCHEDULE RC-O--CONTINUED
<TABLE>
<CAPTION>
Dollar Amounts in Thousands RCON Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
11. Adjustments to demand deposits reported in Schedule RC-E for certain reciprocal
demand balances:
a. Amount by which demand deposits would be reduced if reciprocal demand balances
between the reporting bank and savings associations were reported on a net basis
rather than a gross basis in Schedule RC-E . . . . . . . . . . . . . . . . . . . . . . . 8785 2,103 11.a
b. Amount by which demand deposits would be increased if reciprocal demand balances
between the reporting bank and U.S. branches and agencies of foreign banks were
reported on a gross basis rather than a net basis in Schedule RC-E . . . . . . . . . . . A181 0 11.b
c. Amount by which demand deposits would be reduced if cash items in process of
collection were included in the calculation of net reciprocal demand balances between
the reporting bank and the domestic offices of U.S. banks and savings associations
in Schedule RC-E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A182 0 11.c
</TABLE>
<TABLE>
<CAPTION>
Memoranda (to be completed each quarter except as noted)
Dollar Amounts in Thousands RCON Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Total deposits of the bank (sum or Memorandum items 1.a.(1) and
1.b.(1) must equal Schedule RC, item 13.a):
a. Deposit accounts of $100,000 or less:
(1) Amount of deposit accounts of $100,000 or less . . . . . . . . . . . . . . . . . . . 2702 822,308 M.1.a.(1)
(2) Number of deposit accounts of $100,000 or less (to be Number
completed for the June report only). . . . . . . . . . . . . . . RCON 3779 N/A M.1.a.(2)
b. Deposit accounts of more than $100,000:
(1) Amount of deposit accounts of more than $100,000 . . . . . . . . . . . . . . . . . . 2710 447,083 M.1.b.(1)
Number
(2) Number of deposit accounts of more than $100,000 . . . . . . . . RCON 2722 1,288 M.1.b.(2)
2. Estimated amount of uninsured deposits of the bank:
a. An estimate of your bank's uninsured deposits can be determined by multiplying the
number of deposit accounts of more than $100,000 reported in Memorandum item 1.b.(2)
above by $100,000 and subtracting the result from the amount of deposit accounts of
more than $100,000 reported in Memorandum item 1.b.(1) above.
Indicate in the appropriate box at the right whether your bank has a method or
procedure for determining a better estimate of uninsured deposits than the YES NO
estimate described above . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6861 X M.2.a
b. If the box marked YES has been checked, report the estimate of uninsured deposits RCON Bil Mil Thou
determined by using your bank's method or procedure . . . . . . . . . . . . . . . . . . 5597 N/A M.2.b
- ------------------------------------------------------------------------------------------------------------------------------------
Person to whom questions about the Reports of Condition and Income should be directed: . . . . C377 (-
Charles Finsel, Senior Vice President and Controller (405) 230-4053
- --------------------------------------------------------- ---------------------------------------------
Name and Title (Text 8901) Area code/phone number/extension (TEXT 8902)
</TABLE>
29
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545
Page RC-2
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: 26718
SCHEDULE RC-R--RISK-BASED CAPITAL
This schedule must be completed by all banks as follows: Banks that reported
total assets of $1 billion or more in Schedule RC, Item 12, for June 30, 1994,
must complete items 2 through 9 and Memoranda Items 1 and 2. Banks with assets
of less than $1 billion must complete items 1 and 2 below or Schedule RC-R in
its entirety, depending on their response to Item 1 below.
1. Test for determining the extent to which Schedule RC-R must be
completed. To be completed only by banks with total assets of
less than $1 billion. Indicate in the appropriate box C380 ( -
at the right whether the bank has a total capital greater
than or equal to eight percent YES NO
of adjusted total assets. . . . . . . . . . . . . . RCON 6056 1.
For purposes of this test, adjusted total assets equals total assets
less cash, U.S. Treasuries, U.S. Government agency obligations, and 80
percent of U.S. Government-sponsored agency obligations plus the
allowance for loan and lease losses and selected off-balance sheet items
as reported on Schedule RC-L (see instructions).
If the box marked YES has been checked, then the bank only has to complete
item 2 below. If the box marked NO has been checked, the bank must complete
the remainder of this schedule.
A NO response to item 1 does not necessarily mean that the bank's actual
risk-based capital ratio is less than eight percent or that the bank is not
in compliance with the risk-based capital guidelines.
<TABLE>
<CAPTION>
(Column A) (Column B)
Subordinated Debt(1) Other
and Intermediate Limited-
Term Preferred Life Capital
Stock Instruments
------------------ -------------------
Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
2. Subordinated debt(1) ad other limited-life capital instruments (original
weighted average maturity of at least five years) with a remaining
maturity of:
a. One year or less . . . . . . . . . . . . . . . . . . . . . . . . . . 3780 0 3786 0 2.a.
b. Over one year through two years. . . . . . . . . . . . . . . . . . . 3781 0 3787 0 2.b.
c. Over two years through three years . . . . . . . . . . . . . . . . . 3782 0 3788 0 2.c
d. Over three years through four years. . . . . . . . . . . . . . . . . 3783 0 3789 0 2.d
e. Over four years through five years . . . . . . . . . . . . . . . . . 3784 0 3790 0 2.e
f. Over five years. . . . . . . . . . . . . . . . . . . . . . . . . . . 3785 0 3791 0 2.f
3. Not applicable
(Column A) (Column B)
Items 4-9 and Memoranda items 1 and 2 are to be completed Assets Credit Equiv-
by banks that answered NO to items 1 above Recorded alent Amount
by banks with total assets of $1 billion or more. on the of Off-Balance
Balance Sheet Sheet Items (2)
------------------ -------------------
4. Assets and credit equivalent amounts of off-balance sheet items RCON Bil Mil Thou RCON Bil Mil Thou
------------------ -------------------
a. Assets recorded on the balance sheet:
(1) Securities issued by, other claims on, and claims unconditionally
guaranteed by, the U.S. Government and its agencies and
other OECD central governments . . . . . . . . . . . . . . . . . 3794 104,586 4.a.(1)
(2) All other. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3795 52,792 4.a.(2)
b. Credit equivalent amount of off-balance sheet items . . . . . . . . 3796 0 4.b.
</TABLE>
- ------------------------------
(1) Exclude mandatory convertible debt reported in Schedule RC-M, item 7.
(2) Do not report in column B the risk-weighted amount of assets reported
in column A.
30
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545
Page RC-2
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: 26718
SCHEDULE RC-R--CONTINUED
<TABLE>
<CAPTION>
(Column A) (Column B)
Assets Credit Equiv-
Recorded alent Amount
on the of Off-Balance
Balance Sheet Sheet Items
----------------- -----------------
Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
5. Assets and credit equivalent amounts of off-balance items
assigned to the 20 percent risk category:
a. Assets recorded on the balance sheet:
(1) Claims conditionally guaranteed by the U.S. Government and
its agencies and other OECD central governments. . . . . . . . . 3798 87,775 5.a.(1)
(2) Claims collateralized by securities issued by the U.S. Government
and its agencies and other OECD central governments; by
securities issued by U.S. Government-sponsored agencies; and
by cash on deposit . . . . . . . . . . . . . . . . . . . . . . . 3799 0 5.a.(2)
(3) All other. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3800 392,207 5.a.(3)
b. Credit equivalent amount of off-balance sheet items. . . . . . . . . 3801 44,837 5.b.
6. Assets and credit equivalent amounts of off-balance sheet items
assigned to the 50 percent risk category:
a. Assets recorded on the balance sheet . . . . . . . . . . . . . . . . 3802 120,903 6.a.
b. Credit equivalent amount of off-balance sheet items. . . . . . . . . 3803 0 6.b.
7. Assets and credit equivalent amounts of off-balance sheet items
assigned to the 100 percent risk category:
a. Assets recorded on the balance sheet . . . . . . . . . . . . . . . . 3804 906,669 7.a.
b. Credit equivalent amount of off-balance sheet items. . . . . . . . . 3805 239,940 7.b.
8. On-balance sheet asset values excluded from the calculation of the
risk-based capital ratio(2) . . . . . . . . . . . . . . . . . . . . . . 3806 715 8.
9. Total assets recorded on the balance sheet (sum of
items 4.a, 5.a, 6.a, 7.a, and 8, column A) must equal Schedule RC,
item 12 plus items 4.b and 4.c) . . . . . . . . . . . . . . . . . . . . 3807 1,665,647 9.
Memoranda
Dollar Amounts in Thousands RCON Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------------------
1. Current credit exposure across all off-balance sheet derivative
contracts covered by the risk-based capital standards . . . . . . . . . . . . . . . . . . . 8764 0 M.1
</TABLE>
<TABLE>
<CAPTION>
With a remaining maturity of
(Column A) (Column B) (Column C)
One year or less Over one year Over five years
2. Notional principal amounts of through five years
------------------------------------------------------------
off-balance sheet derivative contracts(3): RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
a. Interest rate contracts. . . . . . . . . . . . 3809 10,208 8766 100,000 8767 0 M.2.a.
b. Foreign exchange contracts . . . . . . . . . . 3812 27 8769 0 8770 0 M.2.b.
c. Gold contracts . . . . . . . . . . . . . . . . 8771 0 8772 0 8773 0 M.2.c.
d. Other precious metals contracts. . . . . . . . 8774 0 8775 0 8776 0 M.2.d.
e. Other commodity contracts. . . . . . . . . . . 8777 0 8778 0 8779 0 M.2.e.
f. Equity derivative contracts. . . . . . . . . . A000 0 A0001 0 A002 0 M.2.f.
</TABLE>
- ------------------------------
(1) Do not report in column B the risk-weighted amount of assets reported in
column A.
(2) Include the difference between the fair value and the amortized cost of
available-for-sale securities in item 8 and report the amortized cost of
these securities in items 4 through 7 above. Item 8 also includes on-
balance sheet asset values (or portions thereof) of off-balance sheet
interest rate, foreign exchange rate, and commodity contracts and those
contracts (e.g., futures contracts) not subject to risk-based capital.
Exclude from item 8 margin accounts and accrued receivables as well as any
portion of the allowance for loan and lease losses in excess of the amount
that may be included in Tier 2 capital.
(3) Exclude foreign exchange contracts with an original maturity of 14 days or
less and all futures contracts.
31
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545
Page RC-2
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: 26718
OPTIONAL NARRATIVE STATEMENT CONCERNING THE AMOUNTS
REPORTED IN THE REPORTS OF CONDITION AND INCOME
at close of business on December 31, 1995
Boatmen's First National Bank of Oklahoma Oklahoma City , Oklahoma
- ----------------------------------------- ------------------- ---------------
Legal Title of Bank City State
The management of the reporting bank may, if it wishes, submit a brief narrative
statement on the amounts reported in the Reports of Condition and Income. This
optional statement will be made available to the public, along with the publicly
available data in the Reports of Condition and Income, in response to any
request for individual bank report data. However, the information reported in
column A and in all of Memorandum item 1 of Schedule RC-N is regarded as
confidential and will not be released to the public. BANKS CHOOSING TO SUBMIT
THE NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT DOES NOT CONTAIN THE
NAMES OR OTHER IDENTIFICATIONS OF INDIVIDUAL BANK CUSTOMERS, REFERENCES TO THE
AMOUNTS REPORTED IN THE CONFIDENTIAL ITEMS IN SCHEDULE RC-N, OR ANY OTHER
INFORMATION THAT THEY ARE NOT WILLING TO HAVE MADE PUBLIC OR THAT WOULD
COMPROMISE THE PRIVACY OF THEIR CUSTOMERS. Banks choosing not to make a
statement may check the "No Comment" box below and should make no entries of any
kind in the space provided for the narrative statement; i.e., DO NOT enter in
this space such phrases as "No statement," "Not applicable," "N/A," "No
comment," and "None."
The optional statement must be entered on this sheet. The statement should not
exceed 100 words. Further, regardless of the number of words, the statement
must not exceed 750 characters, including punctuation, indentation, and standard
spacing between words and sentences. If any submission should exceed 750
characters, as defined, it will be truncated at 750 characters with no notice to
the submitting bank and the truncated statement will appear as the bank's
statement both on agency computerized records and in computer-file releases to
the public.
All information furnished by the bank in the narrative statement must be
accurate and not misleading. Appropriate efforts shall be taken by the
submitting bank to ensure the statement's accuracy. The statement must be
signed, in the space provided below, by a senior officer of the bank who thereby
attests to its accuracy.
If, subsequent to the original submission, material changes are submitted for
the data reported in the Reports of Condition and Income, the existing narrative
statement will be deleted from the files, and from disclosure; the bank, at its
option, may replace it with a statement, under signature, appropriate to the
amended data.
The optional narrative statement will appear in agency records and in release to
the public exactly as submitted (or amended as described in the preceding
paragraph) by the management of the bank (except for the truncation of
statements exceeding the 750-character limit described above). THE STATEMENT
WILL NOT BE EDITED OR SCREENED IN ANY WAY BY THE SUPERVISORY AGENCIES FOR
ACCURACY OR RELEVANCE. DISCLOSURE OF THE STATEMENT SHALL NOT SIGNIFY THAT ANY
FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR CONFIRMED THE ACCURACY OF THE
INFORMATION CONTAINED THEREIN. A STATEMENT TO THIS EFFECT WILL APPEAR ON ANY
PUBLIC RELEASE OF THE OPTIONAL STATEMENT SUBMITTED BY THE MANAGEMENT OF THE
REPORTING BANK.
- ------------------------------------------------------------------------------
No comment / / (RCON 6979) C371 C372 (-
---- ------------------
BANK MANAGEMENT STATEMENT (please type or print clearly):
(TEXT 6980)
FINANCIAL RESULTS PRESENTED IN THIS CALL REPORT ARE CONSISTENT WITH
REGULATORY REQUIREMENTS OF PUSH DOWN ACCOUNTING. THE FINANCIAL IMPACT OF
PUSH DOWN ACCOUNTING RESULTED IN A $4.7 MILLION AFTER TAX REDUCTION IN
INCOME FOR THE YEAR ENDED DECEMBER 31, 1995.
/S/ Joe T. Shockley, Jr. 1-24-96
------------------- ----------------
SIGNATURE OF EXECUTIVE DATE OF SIGNATURE
OFFICER OF BANK
32
<PAGE>
Call Date: 12/31/95 ST-BK: 40-2545
Page RC-2
Legal Title of Bank: Boatmen's First National Bank of Oklahoma
Address: 211 N. Robinson
City, State Zip: Oklahoma City, OK 73125
FDIC Certificate No.: 26718
THIS PAGE IS TO BE COMPLETED BY ALL BANKS
- --------------------------------------------------------------------------------
CALL NO. 194 32 12-31-95
STBR: 40-2545 00021 STCERT: 40-26718
BOATMEN'S FIRST NATIONAL BANK OF OKL
P.O. BOX 25189
OKLAHOMA CITY, OK 73125
- --------------------------------------------------------------------------------
OMB No. For OCC: 1557-0081
OMB No. For FDIC 3064-0052
OMB No. For Federal Reserve: 7100-0036
Expiration Date: 3/31/96
SPECIAL REPORT
(Dollar Amounts in Thousands)
CLOSE OF BUSINESS FDIC Certificate Number
DATE C-700 (-
12/31/95 26718
-----
- --------------------------------------------------------------------------------
LOANS TO EXECUTIVE OFFICERS (Complete as of each Call Report Date)
- --------------------------------------------------------------------------------
The following information is required by Public Laws 90-44 and 102-242, but does
not constitute a part of the Report of Condition. With each Report of
Condition, these Laws require all banks to furnish a report of all loans or
other extensions of credit to their executive officers made since the date of
the previous Report of Condition. Data regarding individual loans or other
extensions of credit are not required. If no such loans or other extensions of
credit were made during the period, insert "none" against subitem (a). (Exclude
the first $15,000 of indebtedness of each executive officer under bank credit
card plan.) See Sections 215.2 and 215.3 of Title 12 of the Code of Federal
Regulations (Federal Reserve Board Regulation 0) for the definitions of
"executive officer" and "extension of credit," respectively. Exclude loans and
other extensions of credit to directors and principal shareholders who are not
executive officers.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
a. Number of loans made to executive officers since the previous
Call Report date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCON 3561 1 a.
b. Total dollar amount of above loans (in thousands of dollars) . . . . . . . . . . . . . . . . RCON 3562 5 b.
c. Range of interest charged on above loans
(example: 9 3/4 = 9.75). . . . . . . . . . . . . . . . . . . . . . RCON 7701 18.00 % to RCON 7702 18.00 % c.
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
- -------------------------------------------------------------------------------
SIGNATURE AND TITLE OF OFFICER AUTHORIZED TO SIGN REPORT DATE (Month, Day, Year)
/s/Charles Finsel SVP & Controller 1/24/96
- -------------------------------------------------------------------------------
NAME AND TITLE OF PERSON TO WHOM INQUIRIES MAY BE DIRECTED (TEXT 8903) AREA CODE/PHONE NUMBER/EXTENSION
(TEXT 8904)
Charles Finsel, Senior Vice President and Controller (405) 230-4053
- --------------------------------------------------------------------------------
FDIC 8040/53 (6-95)
</TABLE>
33
