<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 14, 1996.
REGISTRATION NO. 333-01507
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------
OLSTEN CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 13-2610512
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
------------------------------------
175 BROAD HOLLOW ROAD
MELVILLE, NEW YORK 11747-8905
(516) 844-7800
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
WILLIAM P. COSTANTINI, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
175 BROAD HOLLOW ROAD
MELVILLE, NEW YORK 11747-8905
(516) 844-7250
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------------
<TABLE>
<S> <C>
COPIES TO:
MARJORIE SYBUL ADAMS, ESQ. FREDERICK W. KANNER, ESQ.
GORDON ALTMAN BUTOWSKY DEWEY BALLANTINE
WEITZEN SHALOV & WEIN 1301 AVENUE OF THE AMERICAS
114 WEST 47TH STREET NEW YORK, NEW YORK 10019-6902
NEW YORK, NEW YORK 10036-1510 (212) 259-7300
(212) 626-0861
</TABLE>
------------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
------------------------------------
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. / /
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 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. / /
------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT (1) OFFERING PRICE (1) FEE (2)
- ---------------------------------------------------------------------------------------------------------------
% Senior Notes due 2006................. $200,000,000 100% $200,000,000 $68,966
</TABLE>
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(1) Pursuant to Rule 457(c) of the Securities Act of 1933, these amounts are
used solely for the purpose of calculating the registration fee.
(2) Registration Fee was previously paid.
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, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
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.
SUBJECT TO COMPLETION, DATED MARCH 14, 1996
PROSPECTUS
$200,000,000
LOGO
% SENIOR NOTES DUE 2006
Interest payable March 15 and September 15
------------------
The % Senior Notes due 2006 (the "Notes") are being offered by Olsten
Corporation (the "Company"). Interest on the Notes will be payable semi-annually
on March 15 and September 15, commencing on September 15, 1996, at the rate of
% per annum. The Notes will mature on March 15, 2006. The Notes will not be
redeemable by the Company prior to maturity and will not be entitled to the
benefit of any mandatory sinking fund.
The Notes will be unsecured obligations of the Company ranking pari passu
with all existing and future unsubordinated and unsecured obligations of the
Company. The Notes will be effectively subordinated to indebtedness and
liabilities of the Company's subsidiaries with respect to the assets of such
subsidiaries. In addition, the Notes will be effectively subordinated to secured
indebtedness of the Company and its subsidiaries with respect to the collateral
securing such indebtedness and the claims of the Company as the holder of
general unsecured intercompany indebtedness will be similarly effectively
subordinated to secured indebtedness of its subsidiaries. As of February 28,
1996, after giving effect to the sale of the Notes and the use of proceeds of
such sale in the manner described in "Use of Proceeds," the Company would have
had approximately $373 million of indebtedness outstanding, $48 million of which
would have ranked pari passu with the Notes and $125 million of which would have
ranked, by its terms, subordinate to the Notes. See "Description of the Notes."
The Notes will be issued in fully registered form only in denominations of
$1,000 or integral multiples thereof. The Notes initially will be represented by
one or more Global Notes registered in the name of The Depository Trust Company
(the "Depositary") or its nominee. Beneficial interests in the Notes will be
shown on, and transfers thereof will be effected only through, records
maintained by the Depositary and its participants. Owners of beneficial
interests in the Notes will be entitled to physical delivery of Notes in
certificated form equal in principal amount to their respective beneficial
interests only under the limited circumstances described herein. Settlement for
the Notes will be made in immediately available funds. The Notes will trade in
the Depositary's Same-Day Funds Settlement System until maturity, and secondary
market trading activity for the Notes therefore will settle in immediately
available funds. All payments of principal and interest will be made by the
Company in immediately available funds. See "Description of the Notes -- Global
Notes; Form, Exchange and Transfer."
------------------
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.
<TABLE>
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------
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PRICE TO UNDERWRITING DISCOUNTS PROCEEDS TO
PUBLIC(1) AND COMMISSIONS(2) COMPANY(3)
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Per Note % % %
- ---------------------------------------------------------------------------------------------------------
Total $ $ $
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
</TABLE>
(1) Plus accrued interest, if any, from the date of initial issuance.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(3) Before estimated expenses of $350,000 payable by the Company.
------------------
The Notes are being offered by the Underwriters named herein, subject to
prior sale, when, as and if accepted by them and subject to certain conditions.
It is expected that the Notes will be available for delivery on or about March
, 1996, through the facilities of the Depositary.
------------------
SMITH BARNEY INC.
CHASE SECURITIES, INC.
PRUDENTIAL SECURITIES INCORPORATED
March , 1996
<PAGE> 3
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY EFFECT TRANSACTIONS
WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES AT LEVELS ABOVE THOSE
WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following Regional Offices of the Commission:
New York Regional Office, 7 World Trade Center, New York, New York 10048, and
Chicago Regional Office, 500 West Madison Street, Chicago, Illinois 60661.
Copies of such material can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, upon payment of the
prescribed fees. Such reports, proxy statements and other information may also
be inspected and copied at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005, on which the Company's Common Stock is listed.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the documents incorporated herein by reference (other than
exhibits to such documents, unless such exhibits are specifically incorporated
by reference into such documents). Written or telephone requests should be
directed to: Olsten Corporation, 175 Broad Hollow Road, Melville, New York
11747-8905, Attention: Laurin L. Laderoute, Jr., Vice President and Secretary,
(516) 844-7800.
AVAILABLE INFORMATION
This Prospectus constitutes a part of a Registration Statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") filed by the Company with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"). 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 with respect to the Company and the
Notes, reference is hereby made to the Registration Statement. Statements
contained herein concerning the provisions of any document are not necessarily
complete, and in each instance reference is made to the copy of such document
filed as an exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by such reference.
Copies of the Registration Statement may be inspected, without charge, at the
offices of the Commission or obtained at prescribed rates from the Public
Reference Section of the Commission at the address set forth on the inside front
cover of this Prospectus.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission pursuant
to the Exchange Act are hereby incorporated in this Prospectus by reference and
made a part hereof: (i) the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995; (ii) information contained under the captions
"Security Ownership of Certain Beneficial Owners and Management" and "Executive
Compensation" in the Company's definitive Proxy Statement dated March 31, 1995;
and (iii) the Company's Report on Form 8-K dated March 13, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of this offering shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the respective dates of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for all purposes to the extent that a statement contained in this
Prospectus or another subsequently filed document that is also incorporated by
reference herein modifies or supersedes such statement. Any such statements so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
2
<PAGE> 4
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and financial statements appearing elsewhere in this Prospectus or
incorporated by reference herein.
THE COMPANY
Olsten Corporation (the "Company") is one of the world's leading providers
of staffing services and North America's largest provider of home health care
and related services, based on systemwide sales (described below). Primarily
through Olsten Staffing Services, the Company provides assignment employees to
business and industry, professional and service organizations and government
agencies and services for the design, development and maintenance of information
systems. Through Olsten Kimberly QualityCare, the Company serves as a network
manager to provide managed care organizations with a single source for nursing
services, infusion therapy, home medical equipment, physical/occupational/speech
therapies, respiratory therapy, rehabilitation services and pediatric and
perinatal care. The Company is also the nation's leading provider of management
services to hospital-based home health agencies. The Company's services are
provided through a network of approximately 1,300 owned, licensed and franchised
offices in North America, South America, Great Britain and Continental Europe.
The Company, together with its licensees and franchisees, serves a diverse
client base of approximately 500,000 client and patient accounts. For the year
ended December 31, 1995, the Company's total revenues (service sales, franchise
fees, management fees and other income) and systemwide sales (sales generated by
the Company, licensed and franchised offices, and hospital-based home health
agencies under management) were $2.519 billion and $3.006 billion, respectively.
Staffing services and health care services accounted for 56% and 44%,
respectively, of the Company's 1995 systemwide sales.
Staffing Services
The Company provides skilled and semi-skilled assignment employees in the
following broad service areas: general office, office automation, information
technology, professional accounting support, technical/scientific, legal
support, production, assembly and distribution, marketing support and
teleservices. By supplying an auxiliary work force, the Company believes it
affords economies, productivity and flexibility to its clients to meet
fluctuations in their staffing requirements during peak periods and to complete
special assignments. With the availability of such services, a client can
maintain on a cost-effective basis a nucleus of core personnel that can be
supplemented by skilled specialists for long- and short-term assignments.
The Company is also pursuing alternative staffing service relationships
that are becoming increasingly important to the Company. Through its Partnership
Program(R) services with major corporate clients, the Company acts as a master
vendor responsible for the recruitment, training and management of large groups
of employees for departments at a single site or at multiple sites, allowing its
clients to focus better on their core businesses. Other clients have outsourced
entire functions whereby people, processes and technology are all managed by the
Company.
Health Care Services
The Company provides licensed professional health care personnel, such as
registered nurses and licensed practical nurses, and unlicensed health care
personnel, such as home health aides, homemakers, companions and nursing
assistants, to individuals in the home and to hospitals and other health care
facilities. In the furnishing of home health care, the Company's licensed health
care personnel offer a broad range of services, including physician-prescribed
skilled nursing treatments, patient and family education, case management,
pediatric and perinatal care, physical, occupational, neurological and speech
therapies, intravenous administration of drugs, nutrients and other solutions,
and rehabilitation. Through its clinical pharmacy network, the Company is able
to deliver nutrients and medications utilized in certain of its home health care
services. Home health care provided by the Company's unlicensed personnel may
involve assistance with personal hygiene, feeding, dressing, preparation of
meals and light housekeeping. The Company's health care professionals perform
services for hospitals, nursing homes, clinics and other health care facilities
and furnish business and industry with specialized staffing.
The Company is actively pursuing relationships with managed care
organizations as a provider and is expanding its capabilities as a network
manager for managed care organizations in home health care delivery. In this
role, the Company manages and contracts for all home health care services. The
Company believes that its nationwide office network and the quality, range and
cost-effectiveness of its services are important factors as it seeks
opportunities as a network manager. In its managed care relationships, the
Company offers the direct and managed provision of care as a single gatekeeper,
thereby optimizing utilization. The Company also has expanded its health care
service delivery capabilities through hospital management contracts to manage
hospital-based home health operations in exchange for management fees.
Growth Strategy
The Company intends to pursue expansion opportunities by strengthening
relationships with major clients, making strategic acquisitions within and
outside the United States, opening additional offices and developing and
extending specialized services, particularly in health care, information
technology, accounting and legal support.
3
<PAGE> 5
THE OFFERING
Securities Offered.............. $200,000,000 aggregate principal amount of
% Senior Notes due 2006 (the "Notes").
Maturity Date................... March 15, 2006.
Interest Rate and Payment Dates... The Notes will bear interest at a rate of
% per annum. Interest on the Notes will
accrue from the date of issuance and will be
payable semi-annually on each March 15 and
September 15, commencing September 15, 1996.
Ranking......................... The Notes will be unsecured obligations of
the Company ranking pari passu with all
existing and future unsubordinated and
unsecured obligations of the Company. The
Notes will be effectively subordinated to
indebtedness and liabilities of the Company's
subsidiaries with respect to the assets of
such subsidiaries. In addition, the Notes
will be effectively subordinated to secured
indebtedness of the Company and its
subsidiaries with respect to the collateral
securing such indebtedness and the claims of
the Company as the holder of general
unsecured intercompany indebtedness will be
similarly effectively subordinated to secured
indebtedness of its subsidiaries. As of
February 28, 1996, after giving effect to the
sale of the Notes and the use of proceeds of
such sale in the manner described in "Use of
Proceeds," the Company would have had
approximately $373 million of indebtedness
outstanding, $48 million of which would have
ranked pari passu with the Notes and $125
million of which would have ranked, by its
terms, subordinate to the Notes. See
"Description of the Notes."
Redemption...................... The Notes will not be redeemable by the
Company prior to maturity.
Certain Covenants............... The Indenture will contain certain covenants
which, among other things, will restrict the
ability of the Company and its subsidiaries
to (i) incur additional indebtedness secured
by liens, (ii) enter into sale and leaseback
transactions or (iii) consolidate, merge or
sell all or substantially all of their
assets. These covenants are subject to
important exceptions and qualifications. See
"Description of the Notes -- Certain
Covenants" and "-- Consolidation, Merger and
Disposition of Assets."
Use of Proceeds................. To repay a portion of the Company's
indebtedness under its existing revolving
credit facilities, to expand the Company's
existing office network and the types of
services provided to clients, both internally
and through acquisitions, and for general
working capital purposes. See "Use of
Proceeds."
4
<PAGE> 6
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
The following summary consolidated financial information of the Company has
been derived from the Consolidated Financial Statements of the Company which
appear in the Company's Annual Report on Form 10-K for the year ended December
31, 1995. Such Form 10-K is incorporated by reference herein. See "Incorporation
of Certain Information by Reference." The following summary is qualified in its
entirety by reference to such Consolidated Financial Statements and to all the
financial information and notes contained therein and should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" contained in such Form 10-K.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
---------------------------------------------------------------
DECEMBER JANUARY JANUARY JANUARY DECEMBER
29, 3, 2, 1, 31,
1991(1) 1993(1) 1994(1) 1995 1995
---------- --------- --------- --------- ----------
(IN THOUSANDS, EXCEPT PER SHARE AND RATIO DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATING DATA:
Service sales, franchise fees, management
fees and other income................... $1,725,166 $1,990,733 $2,196,678 $2,307,667 $2,518,875
Gross profit.............................. $ 554,797 $ 621,144 $ 673,545 $ 685,607 $ 761,556
Income (loss) before extraordinary
charge.................................. $ (10,472 ) $ 27,531 $ (11,243) $ 71,242 $ 90,469
Net income (loss)......................... $ (10,472 ) $ 27,531 $ (25,911) $ 71,242 $ 90,469
Income (loss) per share before
extraordinary charge, fully
diluted(2).............................. $(0.19 ) $0.49 $(0.19) $1.07 $1.33
Net income (loss) per share, fully
diluted(2).............................. $(0.19 ) $0.49 $(0.43) $1.07 $1.33
Average number of shares outstanding,
fully diluted(2)........................ 54,842 55,998 60,467 70,073 70,704
Ratio of earnings to fixed charges(3)..... 1.4x 2.5x 1.1x 6.7x 8.7x
Ratio of EBITDA to interest expense(4).... 2.8x 4.4x 2.4x 17.9x 22.7x
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1995
----------------------
AS
ACTUAL ADJUSTED(5)
-------- -----------
<S> <C> <C>
BALANCE SHEET DATA:
Working capital................................................................ $327,928 $ 472,148
Total assets................................................................... $891,918 $ 1,084,138
Long-term debt................................................................. $180,780 $ 373,000
Shareholders' equity........................................................... $472,045 $ 472,045
</TABLE>
- ---------------
(1) Results for the fiscal year ended January 2, 1994 are net of merger and
integration costs associated with the merger of Lifetime Corporation into
the Company, which reduced net income by $58.7 million, net of tax, and an
extraordinary charge of $14.7 million, net of tax, related to debt
prepayment penalties.
For the fiscal year ended January 3, 1993, Lifetime Corporation recorded a
severance and restructuring charge of $7.1 million, net of tax.
For the fiscal year ended December 29, 1991, Lifetime Corporation recorded a
$43 million pretax charge to write-down goodwill.
(2) Share information has been retroactively restated for the three-for-two
stock split declared on February 16, 1996.
(3) The ratio of earnings to fixed charges is computed by dividing fixed charges
into earnings from continuing operations before income taxes, minority
interests and extraordinary items plus fixed charges. Fixed charges consist
of interest expense, amortization of financing costs and the estimated
interest component of rent expense.
(4) EBITDA represents earnings from continuing operations before interest
expense, income taxes, minority interests, depreciation and amortization and
extraordinary items. EBITDA is included herein because management believes
that certain investors find it to be a useful tool for measuring a company's
ability to service its debt; however, EBITDA does not represent cash flow
from operations, as defined by generally accepted accounting principles,
should not be considered as a substitute for net earnings as an indicator of
the Company's operating performance or cash flow as a measure of liquidity,
and should be examined in conjunction with the Consolidated Financial
Statements of the Company incorporated by reference herein.
(5) Adjusted to reflect the sale of the Notes offered hereby and the repayment
of certain indebtedness as described under "Use of Proceeds" and the January
1996 acquisition of a German staffing services company and related debt.
5
<PAGE> 7
THE COMPANY
The Company was formed in 1967, as a Delaware corporation, as the successor
to a business founded in 1950. The Company's principal executive offices are
located at 175 Broad Hollow Road, Melville, New York 11747 and its telephone
number is (516) 844-7800. As used in this Prospectus, except as otherwise
specified or when the context otherwise requires, the "Company" means Olsten
Corporation and its consolidated subsidiaries.
USE OF PROCEEDS
The net proceeds from the sale of the $200,000,000 principal amount of
Notes offered hereby, after deducting estimated expenses payable by the Company
in connection with this offering, are estimated to be approximately
$198,350,000. The Company intends to use the net proceeds to repay all or
substantially all of its borrowings outstanding at the completion of this
offering under: (i) its existing revolving credit facility with six banks (the
"Revolving Credit Facility"), to the extent such borrowings are denominated in
United States dollars and (ii) its existing revolving credit facility with Fleet
Bank (the "Fleet Revolver"). As of February 28, 1996, borrowings under the
Revolving Credit Facility and the Fleet Revolver were approximately $94.5
million (of which approximately $47 million were dollar denominated) and $10.8
million, respectively. Borrowings under the Revolving Credit Facility and the
Fleet Revolver which are to be repaid with the proceeds of the offering bear
interest at the London Interbank Offered Rate ("LIBOR") plus 5/8 of 1%. All
amounts outstanding under the Revolving Credit Facility and the Fleet Revolver
on December 15, 1996, may, at the Company's option, be converted to term loans
which will mature on December 15, 2000. The remaining portion of the net
proceeds of this offering will be used by the Company to expand its existing
office network and the types of services provided to clients, both internally
and through acquisitions, and for general working capital purposes. Although the
Company is continually seeking and evaluating acquisition opportunities, the
Company currently has no agreements with respect to any material acquisitions.
Pending use for the foregoing purposes, the Company intends to invest the net
proceeds of this offering in short-term, interest-bearing obligations of
investment grade.
CAPITALIZATION
The following table sets forth (i) the capitalization of the Company as of
December 31, 1995 and (ii) such capitalization as adjusted to give effect to the
issuance and sale of the Notes offered hereby, the repayment of certain
indebtedness as described under "Use of Proceeds" and the incurrence in 1996 of
$48 million in Eurocurrency loans under the Revolving Credit Facility.
<TABLE>
<CAPTION>
DECEMBER 31, 1995
------------------------
ACTUAL AS ADJUSTED
-------- -----------
(IN THOUSANDS)
<S> <C> <C>
Long-term debt:
% Senior Notes due 2006................................................. $ -- $ 200,000
4 7/8% Convertible Subordinated Debentures due 2003........................ 125,000 125,000
Revolving credit facilities................................................ 55,780 48,000
-------- -----------
Total long-term debt.................................................... 180,780 373,000
-------- -----------
Shareholders' equity:
Preferred Stock, $.10 par value; 250,000 shares authorized; no shares
issued or outstanding................................................... -- --
Common Stock, $.10 par value; 110,000,000 shares authorized;
50,428,046 shares issued and outstanding(1)(2)(3)....................... 5,043 5,043
Class B Common Stock, $.10 par value; 50,000,000 shares authorized;
13,906,891 shares issued and outstanding(1)(3)(4)....................... 1,391 1,391
Additional paid-in capital(1)................................................ 238,645 238,645
Retained earnings............................................................ 228,721 228,721
Cumulative translation adjustment............................................ (1,755) (1,755)
-------- -----------
Total shareholders' equity................................................. 472,045 472,045
-------- -----------
Total capitalization.................................................... $652,825 $ 845,045
======== =========
</TABLE>
- ---------------
(1) Retroactively restated for the three-for-two stock split declared on
February 16, 1996.
(2) Does not include: (i) 3,591,954 shares of Common Stock (5,387,931 as
restated for the three-for-two stock split declared on February 16, 1996)
reserved for issuance upon conversion of the Company's 4 7/8% Convertible
Subordinated Debentures due 2003, (ii) 10,264,549 shares of Common Stock
(15,396,823 as restated for the three-for-two stock split declared on
February 16, 1996) reserved for issuance upon conversion of Class B Common
Stock (including the shares of Class B Common Stock described in footnote 4)
and (iii) 2,386,747 shares of Common Stock (3,580,120 as restated for the
three-for-two stock split declared on February 16, 1996) reserved for
issuance under the Company's stock plans.
(3) The Common Stock is entitled to one vote per share and the Class B Common
Stock is entitled to ten votes per share.
(4) Does not include 888,000 and 105,288 shares of Class B Common Stock
(1,332,000 and 157,932 as restated for the three-for-two stock split
declared on February 16, 1996) reserved for issuance upon exercise of
outstanding warrants and stock options, respectively.
6
<PAGE> 8
DESCRIPTION OF THE NOTES
The Notes will be issued under an indenture to be dated as of March 15,
1996 (the "Indenture") between the Company and First Union National Bank, as
trustee (the "Trustee"). The following summary of certain provisions of the
Indenture does not purport to be complete and is subject to, and qualified in
its entirety by reference to, the provisions of the Indenture (the form of which
has been filed as an exhibit to the Registration Statement of which this
Prospectus is a part), including the definitions of certain terms contained
therein and those terms made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended, as in effect on the date of the Indenture.
GENERAL
The Notes will be unsecured obligations of the Company limited to
$200,000,000 aggregate principal amount and ranking pari passu in right of
payment with all existing and future unsubordinated and unsecured obligations of
the Company. The Notes will be issued only in registered form without coupons,
in denominations of $1,000 and integral multiples thereof. The Notes will be
initially issued in the form of one or more book-entry notes (each, a "Global
Note"). Principal of and interest on the Global Notes will be payable, and the
Global Notes will be transferable and exchangeable, only as provided for below
under the caption "-- Global Notes; Form, Exchange and Transfer." Principal of
and interest on Notes subsequently issued in a form other than as a Global Note
will be payable, and such Notes will be transferable and exchangeable, at the
corporate trust office of the Trustee. In addition, interest payable with
respect to Notes subsequently issued in a form other than as a Global Note may
be paid, at the option of the Company, by check mailed to the Person entitled
thereto as shown on the security register of the Notes. No service charge will
be made for any transfer or exchange of Notes, except in certain circumstances
for any tax or other governmental charge that may be imposed in connection
therewith.
The Notes will mature on March 15, 2006. Interest on the Notes will accrue
at the rate of % per annum and will be payable semi-annually on each March
15 and September 15, commencing September 15, 1996, to the Holders of record of
Notes at the close of business on the February 28 and August 31 immediately
preceding such interest payment date. Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the original date of issuance of the Notes (the "Issue Date").
Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months.
The Notes are not redeemable at the option of the Company prior to maturity
and will not be entitled to the benefit of any mandatory sinking fund.
The Notes will be unsubordinated and unsecured obligations of the Company
ranking pari passu with all existing and future unsubordinated and unsecured
obligations of the Company. Claims of Holders of Notes will be effectively
subordinated to the claims of holders of the debt of the Company's subsidiaries
with respect to the assets of such subsidiaries. In addition, claims of Holders
of Notes will be effectively subordinated to the claims of holders of secured
debt of the Company and its subsidiaries with respect to the collateral securing
such claims and claims of the Company as the holder of general unsecured
intercompany debt will be similarly effectively subordinated to claims of
holders of secured debt of its subsidiaries. As of February 28, 1996, after
giving effect to the sale of the Notes and the use of proceeds of such sale in
the manner described in "Use of Proceeds," the Company would have had
approximately $373 million of indebtedness outstanding, $48 million of which
would have ranked pari passu with the Notes and $125 million of which would have
ranked, by its terms, subordinate to the Notes.
The Indenture does not contain any restrictions on the incurrence of
unsecured indebtedness or the payment of dividends or any financial covenants.
The Indenture does not contain provisions which would afford the Holders of
Notes protection in the event of a transfer of assets to a subsidiary and
incurrence of unsecured debt by such subsidiary, or in the event of a decline in
the Company's credit quality resulting from highly leveraged or other similar
transactions involving the Company.
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HOLDING COMPANY STRUCTURE
The Notes are obligations exclusively of the Company, which is a holding
company. Since the operations of the Company are currently conducted principally
through its Subsidiaries, the cash flow of the Company and the consequent
ability to service its debt, including the Notes, are dependent upon the
earnings of such Subsidiaries and the distribution of those earnings to the
Company, or upon loans or other payments of funds by such Subsidiaries to the
Company. The Subsidiaries are separate and distinct legal entities and have no
obligation, contingent or otherwise, to pay any amounts due pursuant to the
Notes or to make any funds available therefor, whether by dividends, loans or
other payments. In addition, the payment of dividends and certain loans and
advances to the Company by such Subsidiaries may be subject to certain statutory
or contractual restrictions, are contingent upon the earnings of such
Subsidiaries and are subject to various business considerations.
The Notes will be effectively subordinated to all indebtedness and other
liabilities and commitments (including trade payables and lease obligations) of
the Company's Subsidiaries. Any right of the Company to receive assets of any
such Subsidiary upon the liquidation or reorganization of any such Subsidiary
(and the consequent right of the holders of the Notes to participate in those
assets) will be effectively subordinated to the claims of that Subsidiary's
creditors, except to the extent that the Company is itself recognized as a
creditor of such Subsidiary, in which case the claims of the Company would still
be subordinate to any security in the assets of such Subsidiary and any
indebtedness of such Subsidiary senior to that held by the Company.
GLOBAL NOTES; FORM, EXCHANGE AND TRANSFER
The Notes will be initially issued in the form of fully registered Global
Notes deposited with or on behalf of, and registered in the name of, The
Depository Trust Company (the "Depositary") or a nominee thereof. Unless and
until it is exchanged in whole or in part for Notes in definitive registered
form, a Global Note may not be transferred, except as a whole: (i) by the
Depositary to a nominee of such Depositary, or (ii) by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or (iii) by
such Depositary or any such nominee to a successor of such Depositary or a
nominee of such successor.
Ownership of beneficial interests in a Global Note will be limited to
Persons that have accounts with the Depositary ("participants") or Persons that
may hold interests through participants. Upon the issuance of a Global Note, the
Depositary will credit, on its book-entry registration and transfer system, the
participants' accounts with the respective principal amounts of the Notes
represented by such Global Note beneficially owned by such participants. The
accounts to be credited will initially be designated by the Underwriters.
Ownership of beneficial interests in such Global Note will be shown on, and the
transfer of such ownership interests will be effected only through, records
maintained by the Depositary or its nominee (with respect to interests of
participants) and on the records of participants (with respect to interests of
Persons holding through participants). The laws of some jurisdictions require
that certain purchasers of securities take physical delivery of such securities
in definitive form. Such limits and such laws may impair the ability to own,
transfer or pledge beneficial interests in Global Notes.
So long as the Depositary, or its nominee, is the owner of record of a
Global Note, the Depositary or such nominee, as the case may be, will be
considered the sole owner or holder of Notes represented by such Global Note for
all purposes under the Indenture. Except as set forth below, owners of
beneficial interests in a Global Note will not be entitled to have Notes
represented by such Global Note registered in their names, and will not receive
or be entitled to receive physical delivery of such Notes in definitive form and
will not be considered the owners or holders thereof under the Indenture.
Accordingly, each Person owning a beneficial interest in a Global Note must rely
on the procedures of the Depositary and, if such Person is not a participant, on
the procedures of the participant through which such Person owns its interest,
to exercise any rights of a Holder of record under the Indenture. The Company
understands that under existing industry practices, if the Company requests any
action of Holders or if any owner of a beneficial interest in a Global Note
desires to give or take any action which a Holder is entitled to give or take
under the Indenture, the Depositary would authorize the participants holding the
relevant beneficial interests to give or take such action, and such participants
would authorize beneficial owners owning through such participants to give or
take such action or
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would otherwise act upon the instruction of beneficial owners holding through
them. No beneficial owner of an interest in a Global Note will be able to
transfer that interest except in accordance with the Depositary's applicable
procedures, in addition to those provided for in the Indenture.
Payments of principal and interest on Notes represented by a Global Note
registered in the name of the Depositary or its nominee will be made to the
Depositary or its nominee, as the case may be, as the registered owner of such
Global Note. None of the Company, the Trustee or any other agent of the Company
or agent of the Trustee will have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial ownership
interests in such Global Note or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
The Company expects that the Depositary or its nominee, upon receipt of any
payment of principal or interest in respect of a Global Note, will immediately
credit participants' accounts with payments in amounts proportionate to their
respective beneficial interests in such Global Note as shown on the records of
the Depositary or its nominee. The Company also expects that payments by
participants to owners of beneficial interests in such Global Note held through
such participants will be governed by standing customer instructions and
customary practices, as is now 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 participants.
If the Depositary notifies the Company that it is at any time unwilling or
unable to continue as Depositary or ceases to be eligible under applicable law,
and a successor Depositary eligible under applicable law is not appointed by the
Company within 90 days, the Company will issue Notes in definitive form in
exchange for Global Notes representing such Notes. In addition, the Company may
at any time and in its sole discretion determine not to have any of the Notes
represented by one or more Global Notes and, in such event, will issue Notes in
definitive form in exchange for Global Notes representing such Notes. Any Notes
issued in definitive form in exchange for a Global Note will be registered in
such name or names as the Depositary shall instruct the Trustee. It is expected
that such instructions will be based upon directions received by the Depositary
from participants with respect to ownership of beneficial interests in such
Global Note.
The Depositary has advised the Company as follows: the Depositary 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. The Depositary
holds securities that its participants deposit with the Depositary. The
Depositary 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.
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations. The Depositary is owned
by a number of its 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 Depositary's 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 participant, either directly or
indirectly. The Rules applicable to the Depositary and its participants are on
file with the Commission.
Although the Depositary and its participants are expected to follow the
foregoing procedures in order to facilitate transfers of interests in a Global
Note among participants, they are under no obligation to perform or continue to
perform such procedures, and such procedures may be discontinued at any time.
Neither the Company nor the Trustee will have any responsibility for the
performance by the Depositary or the participants of their respective
obligations under the rules and procedures governing their operations.
SAME-DAY SETTLEMENT IN RESPECT OF GLOBAL NOTES
So long as any Notes are represented by Global Notes registered in the name
of the Depositary or its nominee, such Notes will trade in the Depositary's
Same-Day Funds Settlement System, and secondary market trading activity in such
Notes will therefore be required by the Depositary to settle in immediately
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available funds. No assurance can be given as to the effect, if any, of
settlement in immediately available funds on trading activity in the Notes.
CERTAIN COVENANTS
Restrictions on Liens
The Indenture will contain a covenant providing that so long as any of the
Notes are outstanding, the Company will not, and will not permit any Subsidiary
to, issue, assume, incur or guarantee any Indebtedness secured by a Lien on or
with respect to any property or assets of the Company or any Subsidiary, or upon
any shares of capital stock, indebtedness or other obligations of any
Subsidiary, whether now owned or leased or hereafter acquired, without in any
such case effectively providing that the Notes shall be secured equally and
ratably with (or prior to) such Indebtedness, except that the foregoing
restrictions shall not apply to (a) Liens existing as of the date of the
Indenture, (b) Liens created solely to secure the payment of Indebtedness
incurred to finance all or any part of the purchase price or cost of
construction of improvements in respect of property or assets acquired by the
Company or a Subsidiary after the date of the Indenture and incurred prior to,
at the time of, or within 90 days after, the acquisition of any such property or
assets or the completion of any such construction of improvements, provided that
any such Lien shall not secure Indebtedness in excess of the amount expended in
the acquisition of, or construction of improvements on, such property or assets
and shall not extend to or cover any property or assets other than the property
or assets so acquired or the improvements thereon, (c) Liens upon any property
or assets owned or leased by any Subsidiary when it becomes a Subsidiary and not
incurred as a result of, or in connection with or in anticipation of, such
Subsidiary becoming a Subsidiary (except to the extent otherwise permitted by
(b) above), (d) Liens existing on any property or assets at the time of its
acquisition by the Company or a Subsidiary (including acquisition through merger
or consolidation) and not incurred as a result of, or in connection with or in
anticipation of, such acquisition (except to the extent otherwise permitted by
(b) above), (e) Liens securing Indebtedness of a Subsidiary to the Company or to
another Subsidiary and (f) the extension, renewal or replacement (or successive
extensions, renewals or replacements), in whole or in part, of any Lien referred
to in the foregoing clauses (a) through (e), or of any Indebtedness secured
thereby, but only if the principal amount of Indebtedness secured by the Lien
immediately prior thereto is not increased and the Lien is not extended to other
property or assets. Notwithstanding the foregoing, the Company or any Subsidiary
may issue, assume, incur or guarantee Indebtedness secured by Liens which
otherwise would be subject to the foregoing restrictions in an aggregate amount
which, together with all other such Indebtedness of the Company and its
Subsidiaries outstanding which would otherwise be subject to the foregoing
restrictions (not including Indebtedness permitted to be secured under clauses
(a) through (f) above) and all Attributable Debt in respect of Sale and
Leaseback Transactions which would not be permitted by either (a), (b) or (c)
under "Restrictions on Sale and Leaseback Transactions" below, does not exceed
15% of Consolidated Shareholders' Equity of the Company.
Restrictions on Sale and Leaseback Transactions
The Indenture contains a covenant providing that so long as any of the
Notes are outstanding, the Company will not, nor will it permit any Subsidiary
to, enter into any arrangement with any Person (other than the Company or a
Subsidiary) providing for the leasing by the Company or any Subsidiary of any
property or assets, whether now owned or hereafter acquired, which has been or
is to be sold or transferred by the Company or such Subsidiary to such Person
with the intention of taking back a lease on such property or assets (a "Sale
and Leaseback Transaction") unless (a) such transaction involves a lease or
right to possession or use for a temporary period not to exceed three years
following such sale, by the end of which it is intended that the use of such
property or assets by the lessee will be discontinued, (b) the Company or such
Subsidiary would, on the effective date of such transaction, be entitled to
issue, assume or guarantee Indebtedness secured by a Lien on such property or
assets at least equal in an amount to the Attributable Debt in respect thereof,
without equally and ratably securing the Notes as set forth in the Indenture, or
(c) if the proceeds of such sale (i) are equal to or greater than the fair
market value (as determined by the Board of Directors of the Company) of such
property or assets and (ii) are applied within 90 days after the receipt of
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the proceeds of sale or transfer to the repayment of Senior Funded Debt of the
Company or any Subsidiary. Notwithstanding the foregoing, the Company or any
Subsidiary may enter into Sale and Leaseback Transactions in addition to any
permitted by the immediately preceding sentence and without any obligation to
retire any Indebtedness, provided that, at the time of entering into such Sale
and Leaseback Transaction, and after giving effect thereto, the amount of
Attributable Debt in respect of such Sale and Leaseback Transaction, together
with all such other Attributable Debt outstanding and all Indebtedness
outstanding secured by Liens (not including Indebtedness permitted to be secured
under clauses (a) through (f) under "Restrictions on Liens" above), does not
exceed 15% of Consolidated Shareholders' Equity of the Company.
Certain Definitions
"Attributable Debt" in respect of a Sale and Leaseback Transaction means,
at the time of determination, the then present value (discounted at the actual
rate of interest of such transaction) of the obligation of the lessee for net
rental payments during the remaining term of the lease included in such Sale and
Leaseback Transaction (including any period for which such lease has been
extended or may, at the option of the lessor, be extended).
"Consolidated Shareholders' Equity" of the Company means the shareholders'
equity of the Company and its Subsidiaries on a consolidated basis calculated in
accordance with GAAP as of the last day of the Company's then most recently
completed fiscal quarter.
"Funded Debt" means Indebtedness of the Company and its Subsidiaries,
whether incurred, assumed or guaranteed, which by its terms matures more than
one year from the date of creation thereof, or which is extendable or renewable
at the sole option of the obligor so that it may become payable more than one
year from such date.
"GAAP" means, unless otherwise specified in the Indenture, such accounting
principles as are generally accepted in the United States as of the date of the
relevant calculation.
"Indebtedness" of any Person means, without duplication, notes, bonds,
debentures or other evidences of indebtedness for borrowed money and all
indebtedness under purchase money mortgages or other purchase money liens or
conditional sales or similar title retention agreements, in each case where such
indebtedness has been created, incurred, assumed or guaranteed by such Person or
where such Person is otherwise liable therefor, and indebtedness for borrowed
money secured by any mortgage, pledge or other lien or encumbrance upon property
owned by such Person even though such Person has not assumed or become liable
for the payment of such indebtedness.
"Lien" means any mortgage, pledge, hypothecation, charge, assignment,
deposit arrangement, encumbrance, security interest, lien (statutory or other),
or preference, priority, or other security or similar agreement or preferential
arrangement of any kind or nature whatsoever (including, without limitation, any
agreement to give or grant a Lien or any lease, conditional sale or other title
retention agreement having substantially the same economic effect as any of the
foregoing).
"Senior Funded Debt" means all Funded Debt, except Funded Debt the payment
of which is subordinated to the payment of the Notes.
"Subsidiary" means any corporation, partnership, association or other
business entity of which more than 50% of the outstanding voting stock is owned,
directly or indirectly, by the Company or by one or more other Subsidiaries, or
by the Company and one or more other Subsidiaries. For the purposes of this
definition, "voting stock" means stock (or a similar interest) which ordinarily
has voting power for the election of directors, managers or trustees, whether at
all times or only so long as no senior class of stock (or similar interest) has
such voting power by reason of any contingency.
CONSOLIDATION, MERGER AND DISPOSITION OF ASSETS
The Company may not consolidate with or merge into, or convey, transfer or
lease its properties and assets substantially as an entirety to, any Person, and
may not permit any Person to consolidate with or merge
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into, or convey, transfer or lease its properties and assets substantially as an
entirety to, the Company, unless (a) the successor, if other than the Company,
is a Person organized and validly existing under the laws of the United States
of America or any jurisdiction thereof and such successor, if other than the
Company, expressly assumes the Company's obligations under the Indenture and the
Notes, (b) immediately after giving effect to such transaction, no Event of
Default under the Indenture or event which, after notice or lapse of time or
both, would become an Event of Default thereunder would exist and be continuing,
(c) if as a result of any such consolidation or merger or such conveyance,
transfer or lease, properties or assets of the Company would become subject to a
mortgage, pledge, lien, security interest or other encumbrance which would not
be permitted as described under "Certain Covenants -- Restrictions on Liens,"
the Company or such successor Person, as the case may be, shall take such steps
as shall be necessary to effectively secure the Notes equally and ratably with
(or prior to) all indebtedness secured thereby, and (d) the Company has
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel,
each stating that such transaction complies with the Indenture. Upon compliance
with these provisions, the successor Person will succeed to, and be substituted
for, the Company under the Indenture, and the Company will be relieved (except
in the case of a lease) of its obligations under the Indenture and the Notes.
EVENTS OF DEFAULT
Each of the following will constitute an "Event of Default" under the
Indenture with respect to the Notes: (a) default in the payment of principal of
any Note, (b) default in the payment of any interest upon any Note when due,
which default continues for 30 days, (c) default in the performance, or breach,
of any other covenant or warranty contained in the Indenture, which default
continues for 60 days after written notice to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 25% in principal amount
of the Outstanding Notes, (d) default in the payment of principal at maturity
(subject to any applicable grace period) of any indebtedness for money borrowed
by the Company or any Subsidiary in an aggregate principal amount of $25 million
or more or the acceleration of such indebtedness, if such acceleration is not
rescinded or annulled within 10 days after written notice as specified in clause
(c) and requiring the Company to cause such indebtedness to be discharged or
cause such acceleration to be rescinded or annulled, and (e) certain events of
bankruptcy, insolvency or reorganization.
If an Event of Default (other than an Event of Default described in clause
(e) above) with respect to the Outstanding Notes shall occur and be continuing,
either the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Outstanding Notes may, by notice in writing to the Company (and to
the Trustee if given by Holders), declare the principal amount of all Notes to
be due and payable immediately. If an Event of Default described in clause (e)
above with respect to the Notes shall occur, the principal amount of all the
Notes will automatically, and without any action by the Trustee or any Holder,
become immediately due and payable. After any such acceleration, but before a
judgment or decree for payment of the money due has been obtained by the
Trustee, the Holders of a majority in aggregate principal amount of the
Outstanding Notes may, under certain circumstances, rescind and annul such
acceleration if all Events of Default, other than the non-payment of accelerated
principal, have been cured or waived as provided in the Indenture.
The Indenture will provide that the Trustee shall, within 90 days after the
occurrence of a default with respect to the Notes, give to the Holders of the
Notes notice of such default known to it, unless such default shall have been
cured or waived; provided, however, that, except in the case of a default in the
payment of the principal of or interest on any of the Notes, the Trustee shall
be protected in withholding such notice if in good faith it determines that the
withholding of such notice is in the interest of such Holders. The Indenture
provides that, subject to the duty of the Trustee during a default to act with
the required standard of care, the Trustee will not be under an obligation to
exercise any right or power under the Indenture at the request or direction of
any of the Holders, unless the Holders shall have offered to the Trustee
reasonable security or indemnity. The Indenture provides that the Holders of a
majority in aggregate principal amount of the Outstanding Notes may direct the
time, method and place of conducting proceedings for remedies available to the
Trustee or exercising any trust or power conferred on the Trustee with respect
to the Notes.
No Holder of any Note will have any right to institute any proceeding with
respect to the Indenture, or for the appointment of a receiver or a trustee, or
for any other remedy thereunder, unless (a) such Holder
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shall have previously given to the Trustee written notice of a continuing Event
of Default with respect to the Notes, (b) the Holders of not less than 25% in
aggregate principal amount of the Outstanding Notes shall have made written
request to the Trustee to institute proceedings as Trustee, (c) such Holder or
Holders shall have offered to the Trustee reasonable security or indemnity, (d)
the Trustee shall have failed to institute such proceeding within 60 days
thereafter and (e) the Trustee shall not have received from the Holders of a
majority in aggregate principal amount of the Outstanding Notes a direction
inconsistent with such request. However, such limitations do not apply to a suit
instituted by a Holder of a Note for the enforcement of payment of the principal
of or interest on such Note on or after the applicable due date specified in
such Note.
The Company will be required to furnish to the Trustee annually a statement
as to the performance by the Company of its obligations under the Indenture and
as to any default in such performance.
MODIFICATION AND WAIVERS
Modifications and amendments of the Indenture may be made by the Company
and the Trustee without the consent of the Holders to: (a) evidence the
succession of another Person to the Company and the assumption by any such
successor of the covenants of the Company herein and in the Notes; (b) add to
the covenants of the Company for the benefit of the Holders or an additional
Event of Default or surrender any right or power conferred upon the Company; (c)
secure the Notes; (d) cause the Notes to comply with applicable law; (e)
evidence and provide for the acceptance of appointment by a successor Trustee
with respect to the Notes; and (f) cure any defect or ambiguity or correct or
supplement any provision which may be defective or inconsistent with any other
provision, or make any other provisions with respect to matters or questions
arising under the Indenture which shall not be inconsistent with the provisions
of the Indenture, provided, however, that no such modification or amendment may
adversely affect the interest of the Holders in any material respect.
Modifications and amendments of the Indenture may be made by the Company
and the Trustee, with the consent of the Holders of at least a majority in
aggregate principal amount of the Outstanding Notes, by executing supplemental
indentures for the purpose of adding any provisions to, or changing in any
manner or eliminating any of the provisions of, the Indenture or modifying in
any manner the rights of the Holders of the Outstanding Notes; provided, that no
such modification or amendment may, without the consent of the Holders of each
Outstanding Note affected thereby, (a) change the Stated Maturity of the
principal of, or any installment of interest on, any Note, (b) reduce the
principal amount of or interest on, any Note, (c) change the place or currency
of payment of principal of, or any interest on, any Note, (d) impair the right
to institute suit for the enforcement of any payment on or with respect to any
Note when due, (e) reduce the percentage of aggregate principal amount of
Outstanding Notes necessary to modify or amend the Indenture or for waiver of
compliance with certain provisions of the Indenture or for waiver of certain
defaults, or (f) modify certain provisions of the Indenture with respect to
modification and waiver.
The Holders of at least a majority in aggregate principal amount of the
Outstanding Notes may waive compliance by the Company with certain restrictive
provisions of the Indenture. The Holders of at least a majority in aggregate
principal amount of the Outstanding Notes may waive any past default under the
Indenture, except a default in the payment of the principal of or interest on
any Note and certain covenants and provisions of the Indenture which cannot be
modified or amended without the consent of the Holder of each Outstanding Note.
SATISFACTION AND DISCHARGE; DEFEASANCE AND COVENANT DEFEASANCE
The Indenture will provide that the Company may discharge its obligations
under the Indenture while Notes remain Outstanding if all Outstanding Notes will
become due and payable at their scheduled maturity within one year and the
Company has deposited with the Trustee an amount sufficient to pay and discharge
all Outstanding Notes on the date of their scheduled maturity. The Indenture
will further provide that the Company, at its option, (a) will be discharged
from any and all obligations with respect to the Notes (except for certain
obligations which include exchanging or registering the transfer of the Notes,
replacing stolen, lost or mutilated Notes, maintaining paying agencies and
holding monies for payment in trust) ("defeasance"), or
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(b) need not comply with certain restrictive covenants of the Indenture
("covenant defeasance"), and the occurrence of certain events which would
otherwise be or result in an Event of Default will be deemed not to be or result
in an Event of Default with respect to the Notes, upon the deposit with the
Trustee, in trust for the benefit of the Holders of the Notes, of money or U.S.
Government Obligations, or both, which through the payment of principal of and
interest in respect thereof in accordance with their terms will provide money in
an amount sufficient to pay principal of and interest on the Notes on the dates
such payments are due in accordance with the terms of the Indenture. To
establish such defeasance or covenant defeasance, the Company will be required
to meet certain conditions, including delivery to the Trustee of an Opinion of
Counsel 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
covenant defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such defeasance or covenant defeasance had not occurred. In the case of
defeasance pursuant to clause (a), such Opinion of Counsel must refer to and be
based upon either (i) a ruling received by the Company from, or published by,
the Internal Revenue Service or (ii) a change in applicable federal income tax
law after the date of the Indenture.
INFORMATION CONCERNING THE TRUSTEE
The Indenture will provide that, except during the continuance of an Event
of Default, the Trustee thereunder will perform only such duties as are
specifically set forth in the Indenture. If an Event of Default has occurred and
is continuing, the Trustee will exercise such rights and powers vested in it
under the Indenture and use the same degree of care and skill in its exercise as
a prudent Person would exercise under the circumstances in the conduct of such
Person's own affairs.
The Indenture and provisions of the Trust Indenture Act of 1939, as
amended, incorporated by reference therein, contain limitations on the rights of
the Trustee thereunder, should it become a creditor of the Company, to obtain
payment of claims in certain cases or to realize on certain property received by
it in respect of any such claims, as security or otherwise. The Trustee is
permitted to engage in other transactions with the Company; provided, however,
that if it acquires any conflicting interest (as defined in such Act) it must
eliminate such conflict or resign.
The Company and its Subsidiaries may maintain deposit accounts and conduct
other banking transactions with the Trustee in the ordinary course of business.
GOVERNING LAW
The Indenture and the Notes will be governed by the laws of the State of
New York, without regard to principles of conflicts of law.
14
<PAGE> 16
UNDERWRITING
Under the terms and subject to the conditions contained in the Underwriting
Agreement dated March , 1996, each Underwriter named below has severally
agreed to purchase, and the Company has agreed to sell to such Underwriter, the
principal amount of Notes set forth opposite the name of such Underwriter.
<TABLE>
<CAPTION>
PRINCIPAL
NAME AMOUNT
--------------------------------------------------------- -----------
<S> <C>
Smith Barney Inc......................................... $
Chase Securities, Inc....................................
Prudential Securities Incorporated.......................
-----------
Total.................................................. $200,000,000
===========
</TABLE>
The Underwriters are obligated to take and pay for the total principal
amount of Notes offered hereby if any such Notes are taken.
The Underwriters have advised the Company that they propose to offer part
of the Notes directly to the public at the public offering price set forth on
the cover page hereof and part to certain dealers at a price that represents a
concession not in excess of % of the public offering price of the Notes. The
Underwriters may allow, and such dealers may reallow, a concession not in excess
of % of the public offering price of the Notes to certain other dealers.
The Company and the Underwriters have agreed to indemnify each other
against certain liabilities, including liabilities under the Securities Act.
The Company does not intend to apply for listing of the Notes on a national
securities exchange, but has been advised by the Underwriters that they
presently intend to make a market in the Notes, as permitted by applicable laws
and regulations. The Underwriters are not obligated, however, to make a market
in the Notes, and any such market making may be discontinued at any time at the
sole discretion of the Underwriters. Accordingly, no assurance can be given as
to the liquidity of, or trading markets for, the Notes.
Certain of the Underwriters and their affiliates have engaged in
transactions with and perform services for the Company or one or more of its
affiliates in the ordinary course of business, and may do so in the future. In
addition, an affiliate of Chase Securities, Inc. is a party to the Revolving
Credit Facility and, accordingly, will receive its pro rata portion of the
proceeds from the offering used to repay outstanding borrowings thereunder. See
"Use of Proceeds."
LEGAL MATTERS
The validity of the Notes will be passed upon for the Company by Gordon
Altman Butowsky Weitzen Shalov & Wein, New York, New York ("Gordon Altman") and
for the Underwriters by Dewey Ballantine, New York, New York. Andrew N. Heine, a
Director of the Company, is of counsel to Gordon Altman.
EXPERTS
The consolidated balance sheets as of December 31, 1995 and January 1, 1995
and the consolidated statements of income, shareholders' equity and cash flows
for each of the three years in the period ended December 31, 1995 incorporated
by reference in this Prospectus, have been incorporated herein in reliance on
the report of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
15
<PAGE> 17
- ------------------------------------------------------
- ------------------------------------------------------
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITY OTHER THAN THE NOTES OFFERED HEREBY, NOR DOES IT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED
HEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN
OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE
HEREOF.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
------
<S> <C>
Available Information.................. 2
Incorporation of Certain Information by
Reference............................ 2
Prospectus Summary..................... 3
The Company............................ 6
Use of Proceeds........................ 6
Capitalization......................... 6
Description of the Notes............... 7
Underwriting........................... 15
Legal Matters.......................... 15
Experts................................ 15
</TABLE>
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
$200,000,000
LOGO
% SENIOR
NOTES DUE 2006
------------
PROSPECTUS
MARCH , 1996
------------
SMITH BARNEY INC.
CHASE SECURITIES, INC.
PRUDENTIAL SECURITIES INCORPORATED
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses to be incurred by the
Company in connection with the issuance and distribution of the Notes being
registered hereby, other than underwriting discounts and commissions.
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee...................... $ 68,966
Trustee's Fees and Expenses.............................................. 5,500
Printing and Engraving Costs............................................. 20,000
Legal Fees and Expenses.................................................. 75,000
Accounting Fees and Expenses............................................. 20,000
Blue Sky Fees and Expenses............................................... 20,000
Rating Agency Fees....................................................... 135,000
Miscellaneous............................................................ 5,534
--------
Total............................................................... $350,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Ninth of the Registrant's Restated Certificate of Incorporation
provides for indemnification of Directors of the Registrant as follows:
NINTH: No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the Corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which
the director derived an improper personal benefit. This Article NINTH shall
not eliminate or limit the liability of a director for any act or omission
occurring prior to the effective date of its adoption. If the Delaware
General Corporation Law is amended after approval by the stockholders of
this article to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of
the Corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the corporation existing at the time of such
repeal or modification.
As authorized by Section 145 of the Delaware General Corporation Law,
Article V of the Registrant's By-Laws provides as follows:
Section 1. 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 is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director or officer of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter an "indemnitee"), whether the basis of such proceeding is
alleged action in an official capacity as a director or officer or in any
other capacity while serving as a director or officer shall be indemnified
and held harmless by the Corporation to the fullest extent authorized by
the Delaware General Corporation Law, as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the extent that
such amendment permits the Corporation to provide broader indemnification
rights than permitted prior thereto), against all expense, liability and
loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered
by such indemnitee in connection therewith and such indemnification shall
continue as to an indemnitee who has ceased to be a director or officer and
II-1
<PAGE> 19
shall inure to the benefit of the indemnitee's heirs, executors and
administrators; provided, however, that the Corporation shall indemnify any
such indemnitee in connection with a proceeding (or part thereof) initiated
by such indemnitee only if such proceeding was authorized by the Board.
Section 2. Right to Advancement of Expenses. This right to
indemnification conferred to in Section I of this Article V shall include
the right to be paid by the Corporation the expenses incurred in defending
any proceeding for which such right to indemnification is applicable in
advance of its final disposition (hereinafter an "advancement of
expenses"); provided, however, that, if the Delaware General Corporation
Law requires, an advancement of expenses incurred by an indemnitee in his
or her capacity as a director or officer (and not in any other capacity in
which service was or is rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right
to appeal that such indemnitee is not entitled to be indemnified for such
expenses under this Article V or otherwise.
Section 3. Non-Exclusivity of Rights. The rights to indemnification
and to the advancement of expenses conferred in this Article V shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, the Restated Certificate of Incorporation, By-Law,
agreement, vote of stockholders or disinterested directors or otherwise.
Section 4. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint venture, trust
or other enterprise against any expense, liability or loss, whether or not
the Corporation would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation Law.
Section 5. Indemnification of Employees and Agents of the
Corporation. The Corporation may, to the extent authorized from time to
time by the Board, grant rights to indemnification and to the advancement
of expenses to any employee or agent of the Corporation or, if serving at
the request of the Corporation, as an employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan, to the fullest
extent of the provisions of this Article V with respect to the
indemnification and advancement of expenses of directors and officers of
the Corporation.
In addition, the Registrant maintains directors' and officers' liability
insurance covering certain liabilities that may be incurred by the directors and
officers of the Registrant in connection with the performance of their duties.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ---------------------------------------------------------------------------
<C> <C> <S>
1.1 Form of Underwriting Agreement.*
4.1 Form of Indenture (including form of Note).*
5.1 Opinion of Gordon Altman Butowsky Weitzen Shalov & Wein.*
12.1 Statement re Computation of Ratios.*
23.1 Consent of Gordon Altman Butowsky Weitzen Shalov & Wein.
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (included on signature page).*
25.1 Statement of Eligibility on Form T-1 of First Union National Bank to act as
trustee under the Indenture.
</TABLE>
- ---------------
* Previously filed.
II-2
<PAGE> 20
ITEM 17. UNDERTAKINGS.
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 or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned registrant hereby undertakes that:
(1) For the purposes of determining any liability under the Securities
Act of 1933, each 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.
(2) For purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of any employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
the form of prospectus filed by the Registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared effective.
II-3
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Melville, State of New York, on March 14, 1996.
OLSTEN CORPORATION
By: *
Frank N. Liguori,
Chairman and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ------------------------------------- --------------------------------------- ---------------
<C> <S> <C>
* Chairman and Chief Executive Officer March 14, 1996
- ------------------------------------- and Director (Principal Executive
Frank N. Liguori Officer)
* Senior Vice President-Finance March 14, 1996
- ------------------------------------- (Principal Financial and Accounting
Anthony J. Puglisi Officer)
* Director March 14, 1996
- -------------------------------------
Stuart Olsten
* Director March 14, 1996
- -------------------------------------
Andrew N. Heine
* Director March 14, 1996
- -------------------------------------
Stuart R. Levine
* Director March 14, 1996
- -------------------------------------
John M. May
* Director March 14, 1996
- -------------------------------------
Miriam Olsten
* Director March 14, 1996
- -------------------------------------
Richard A. Sharoff
</TABLE>
II-4
<PAGE> 22
<TABLE>
<CAPTION>
NAME TITLE DATE
- ------------------------------------- --------------------------------------- ---------------
<C> <S> <C>
* Director March 14, 1996
- -------------------------------------
Raymond S. Troubh
* Director March 14, 1996
- -------------------------------------
Josh S. Weston
*By: /s/ WILLIAM P.
COSTANTINI
- -------------------------------------
William P. Costantini
Attorney-in-fact
</TABLE>
II-5
<PAGE> 23
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ---------------------------------------------------------------------------------
<C> <S>
1.1 Form of Underwriting Agreement.*
4.1 Form of Indenture (including form of Note).*
5.1 Opinion of Gordon Altman Butowsky Weitzen Shalov & Wein.*
12.1 Statement re Computation of Ratios.*
23.1 Consent of Gordon Altman Butowsky Weitzen Shalov & Wein.
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (included on signature page).*
25.1 Statement of Eligibility on Form T-1 of First Union National Bank to act as
trustee under the Indenture.
</TABLE>
- ---------------
* Previously filed.
<PAGE> 1
[LETTERHEAD OF GORDON ALTMAN BUTOWSKY WEITZEN SHALOV & WEIN]
March 14, 1996
Olsten Corporation
175 Broad Hollow Road
Melville, NY 11747-8905
Re: Olsten Corporation -- Amendment No. 1 to
Registration Statement on Form S-3
Ladies and Gentlemen:
In connection with the registration by Olsten Corporation, a Delaware
corporation, of $200,000,000 aggregate principal amount of % Senior Notes
due 2006, pursuant to Amendment No. 1 to the Registration Statement on Form S-3
(File No. 333-01507) ("Registration Statement") filed under the Securities Act
of 1933, as amended ("1933 Act"), we hereby consent to the reference to us under
the caption "Legal Matters" in the Prospectus forming a part of the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the 1933
Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ GORDON ALTMAN BUTOWSKY WEITZEN
SHALOV & WEIN
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Amendment No. 1 to the
Registration Statement on Form S-3 (File No. 333-01507) of our report dated
February 7, 1996, on our audits of the consolidated financial statements of
Olsten Corporation and Subsidiaries as of December 31, 1995 and January 1, 1995,
and for each of the three years in the period ended December 31, 1995, which is
included in Olsten Corporation's Annual Report on Form 10-K. We also consent to
the reference to our Firm under the caption "Experts."
/s/ COOPERS & LYBRAND L.L.P.
New York, New York
March 14, 1996
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2) __
FIRST UNION NATIONAL BANK
(Name of Trustee)
22-1147033
(I.R.S. Employer Identification No.)
101 NORTHSIDE PLAZA, ELKTON, MARYLAND
(Address of Principal Executive Offices)
21921
(Zip Code)
OLSTEN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State of Incorporation)
13-2610512
(I.R.S. Employer Identification No.)
175 Broad Hollow Road
Melville, NY 11747-8905
(Address of Principal Executive Offices)
<PAGE> 2
SENIOR NOTES
(Title of Indenture Securities)
1. GENERAL INFORMATION.
FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISORY AUTHORITY TO
WHICH IT IS SUBJECT:
Comptroller of the Currency
United States Department of the Treasury
Washington, D.C. 20219
Federal Reserve Bank (3rd District)
Philadelphia, Pennsylvania 19106
Federal Deposit Insurance Corporation
Washington, D.C. 20429
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
3. VOTING SECURITIES OF THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING
SECURITIES OF THE TRUSTEE:
Not applicable - see answer to item 13.
2
<PAGE> 3
4. TRUSTEESHIPS UNDER OTHER INDENTURES.
IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY
OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH THE FOLLOWING INFORMATION:
Not applicable - see answer to item 13.
5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR
OR UNDERWRITERS.
IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICERS OF THE
TRUSTEE IS A DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE, OR REPRESENTATIVE
OF THE OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR, IDENTIFY EACH SUCH PERSON
HAVING ANY SUCH CONNECTION AND STATE THE NATURE OF EACH SUCH CONNECTION.
Not applicable - see answer to item 13.
6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS
OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE
TRUSTEE OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER, AND
EXECUTIVE OFFICER OF THE OBLIGOR:
Not applicable - see answer to item 13.
7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE
TRUSTEE OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH
DIRECTOR, PARTNER, AND EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER:
Not applicable - see answer to item 13.
8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO SECURITIES OF THE OBLIGOR
OWNED BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT
BY THE TRUSTEE:
Not applicable - see answer to item 13.
9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH
UNDERWRITER ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE:
Not applicable - see answer to item 13.
3
<PAGE> 4
10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF
THE TRUSTEE (1) OWNS 10 PERCENT OR MORE OF THE VOTING STOCK OF THE OBLIGOR OR
(2) IS AN AFFILIATE, OTHER THAN A SUBSIDIARY, OF THE OBLIGOR, FURNISH THE
FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF SUCH PERSON:
Not applicable - see answer to item 13.
11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE
TRUSTEE, OWNS 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH PERSON
ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE:
Not applicable - see answer to item 13.
12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED TO THE
TRUSTEE, FURNISH THE FOLLOWING INFORMATION:
Not applicable - see answer to item 13.
4
<PAGE> 5
13. DEFAULTS BY THE OBLIGOR.
(a) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO
THE SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
None.
(b) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER
WHICH ANY OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY
OTHER SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR MORE THAN
ONE OUTSTANDING SERIES OF SECURITIES UNDER THE INDENTURE, STATE WHETHER THERE
HAS BEEN A DEFAULT UNDER ANY SUCH INDENTURE OR SERIES, IDENTIFY THE INDENTURE
OR SERIES AFFECTED, AND EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
None.
14. AFFILIATIONS WITH THE UNDERWRITERS.
IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
Not applicable - see answer to item 13.
15. FOREIGN TRUSTEE.
IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE TRUSTEE IS AUTHORIZED
TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE QUALIFIED UNDER THE
ACT.
Not applicable - trustee is a national banking association organized
under the laws of the United States.
16. LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF
ELIGIBILITY.
X 1. Copy of Articles of Association of the trustee as now in effect.
- ---
5
<PAGE> 6
2. Copy of the Certificate of the Comptroller of the Currency dated
- --- January 11, 1994, evidencing the authority of the trustee to
transact business.*
3. Copy of the authorization of the trustee to exercise fiduciary
- --- powers.*
X 4. Copy of existing by-laws of the trustee.
- ---
5. Copy of each indenture referred to in Item 4, if the obligor is in
- --- default, not applicable.
X 6. Consent of the trustee required by Section 321(b) of the Act.
- ---
X 7. Copy of report of condition of the trustee at the close of business
- --- on September 30, 1995, published pursuant to the requirements of its
supervising authority.
8. Copy of any order pursuant to which the foreign trustee is
- --- authorized to act as sole trustee under indentures qualified or to
be qualified under the Act, not applicable.
9. Consent to service of process required of foreign trustees pursuant
- --- to Rule 10a-4 under the Act, not applicable.
- ------------
*Previously filed with the Securities and Exchange Commission on
February 11, 1994 as an exhibit to Form T-1 in connection with Registration
Statement No. 22-73340 and incorporated herein by reference.
6
<PAGE> 7
NOTE
The trustee disclaims responsibility for the accuracy or completeness
of information contained in this Statement of Eligibility and Qualification not
known to the trustee and not obtainable by it through reasonable investigation
and as to which information it has obtained from the obligor and has had to
rely or will obtain from the principal underwriters and will have to rely.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, First Union National Bank, a national banking association organized
and existing under the laws of the United States of America, has duly caused
this Statement of Eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Elkton and State of Maryland, on
the 28th day of February 1996.
FIRST UNION NATIONAL BANK
By: /s/ Stephanie Roche
--------------------------------
Stephanie Roche
Vice President
7
<PAGE> 8
EXHIBIT 1
FIRST UNION NATIONAL BANK (EFF. 1/1/96)
(formerly First Fidelity Bank, National Association)
BYLAWS
ADOPTED: JANUARY 10, 1994; AMENDED APRIL 19, 1994
-----------
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual Meeting. The regular annual meeting of the
shareholders for the election of directors and transaction of whatever other
business may properly come before the meeting, shall be held at the Main Office
of the Association, or such other place as the Board of Directors may
designate, at 10:00 A.M., on the second Thursday of April of each year or such
other time within 90 days as may be set by the Board of Directors. If, from
any cause, an election of directors is not made on the said day, the Board of
Directors shall order the election to be held on some subsequent day, as soon
thereafter as practicable, according to the provisions of the law; and notice
thereof shall be given in the manner herein provided for the annual meeting.
Section 1.2. Special Meetings. Except as otherwise specifically provided
by statute, special meetings of the shareholders may be called for any purpose
at any time by the Board of Directors or by any one or more shareholders
owning, in the aggregate, not less than twenty-five percent of the stock of the
Association.
Section 1.3. Notice of Meetings. Notice of Annual and Special meetings
shall be mailed, postage prepaid, at least ten days prior to the date thereof,
addressed to each shareholder at his 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,
<PAGE> 9
or of any of the proceedings thereat. A shareholder may waive any such notice.
Section 1.4. Organization of Meetings. The Chairman shall preside at all
meetings of shareholders. In his absence, the President, or a director
designated by the Chairman shall preside at such meeting.
Section 1.5. Proxies. Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing. Proxies shall be valid
only for one meeting to be specified therein, and any adjournments of such
meeting. Proxies shall be dated and shall be filed with the records of the
meeting.
Section 1.6. Quorum. A majority of the outstanding capital stock,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by law. A majority of the votes cast
shall decide every question or matter submitted to the shareholders at any
meeting, unless otherwise provided by law or by the Articles of Association.
ARTICLE II
Directors
Section 2.1. Board of Directors. The Board of Directors (hereinafter
referred to as the "Board"), shall have power to manage and administer the
business and affairs of the Association. Except as expressly limited by law,
all corporate powers of the Association shall be
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vested in and may be exercised by said Board.
Section 2.2. Number. The Board shall consist of not less than five nor
more than twenty-five persons, the exact number within such minimum and maximum
limits to be fixed and determined from time to time by resolution of a majority
of the full Board or by resolution of the shareholders at any meeting thereof;
provided, however, that a majority of the full Board may not increase the
number of directors to a number which: (a) exceeds by more than two the number
of directors last elected by shareholders where such number was fifteen or
less; and (b) to a number which exceeds by more than four the number of
directors last elected by shareholders where such number was sixteen or more,
but in no event shall the number of directors exceed twenty-five.
Section 2.3. Organization Meeting. A meeting shall be held for the
purpose of organizing the new Board and electing and appointing officers of the
Association for the succeeding year on the day of the Annual Meeting of
Shareholders or as soon thereafter as practicable, and, in any event, within
thirty days thereof. If, at the time fixed for such meeting, there shall not
be a quorum present, the directors present may adjourn the meeting, from time
to time, until a quorum is obtained.
Section 2.4. Regular Meetings. The regular meetings of the Board shall
be held on such days and time as the directors may, by resolution, designate;
and written notice of any change thereof shall be sent to each member. When
any regular meeting of the Board falls upon a legal holiday,
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the meeting shall be held on such other day as the Board may designate.
Section 2.5. Special Meetings. Special meetings of the Board may be
called by the Chairman of the Board, or President, or at the request of three
or more directors. Each director shall be given notice of each special
meeting, except the organization meeting, at least one day before it is to be
held by facsimile, telephone, telegram, letter or in person. Any director may
waive any such notice.
Section 2.6. Quorum. A majority of the directors shall constitute a
quorum at any meeting, except when otherwise provided by law; but a less number
may adjourn any meeting, from time to time, and the meeting may be held, as
adjourned without further notice.
Section 2.7. Term of Office and Vacancy. Directors shall hold office for
one year and until their successors are elected and have qualified. No person
shall stand for election as a director of this Association if at the date of
his election he will have passed his seventieth birthday; provided, however,
this prohibition shall not apply to persons who are active officers of this
Association, an affiliate bank, or its parent corporation, or a former chief
executive officer of the Association. No person, who is not an officer or
former officer of this Association, an affiliate bank, or its parent
corporation and who has discontinued the principal position or activity the
person held when initially elected, shall be recommended to the shareholders
for reelection; provided, however, that exceptions may be made because of a
change in principal position or activity which would be compatible with
continued service to this Association. No person elected as a director may
exercise any of the powers of his office until he has taken the oath of office
as prescribed by law. When any vacancy occurs among the
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directors, the remaining members of the Board, in accordance with the laws of
the United States, may appoint a director to fill such vacancy at any regular
meeting of the Board, or at a special meeting called for that purpose.
Section 2.8. Nominations. Nominations for election to the Board may be
made by the Executive Committee or by any stockholder of any outstanding class
of capital stock of the Association entitled to vote for the election of
directors.
Section 2.9. Communications Equipment. Any or all directors may
participate in a meeting of the Board by means of conference telephone or any
means of communication by which all persons participating in the meeting are
able to hear each other.
Section 2.10. Action Without Meeting. Any action required or permitted
to be taken by the Board or committee thereof by law, the Association's
Articles of Association, or these Bylaws may be taken without a meeting, if,
prior or subsequent to the action, all members of the Board or committee shall
individually or collectively consent in writing to the action. Each written
consent or consents shall be filed with the minutes of the proceedings of the
Board or committee. Action by written consent shall have the same force and
effect as a unanimous vote of the directors, for all purposes. Any certificate
or other documents which relates to action so taken shall state that the action
was taken by unanimous written consent of the Board or committee without a
meeting.
ARTICLE III
Committees of the Board
Section 3.1. Executive Committee. The Board may by resolution
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adopted by a majority of the entire Board designate an Executive Committee
consisting of the Chairman of the Board, the President, and not less than two
other directors. Subject to the national banking laws and the Association's
Articles of Association, the Executive Committee may exercise all the powers of
the Board of Directors with respect to the affairs of the Association, except
that the Executive Committee may not:
1. (a) exercise such powers while a quorum of the Board of Directors is
actually convened for the conduct of business,
(b) exercise any power specifically required to be exercised by at
least a majority of all the directors,
(c) act on matters committed by the Bylaws or resolution of the Board
of Directors to another committee of the board, or
(d) amend or repeal any resolution theretofore adopted by the Board of
Directors which by its terms is amendable or repealable only by the Board;
2. amend the Articles of Association or make, alter or repeal any Bylaw
of the Association;
3. elect or appoint any director, create or fill any vacancies in the
Board of Directors or remove any director, or authorize or approve any change
in the compensation of any officer of the Association who is also a director of
the Association;
4. authorize or approve issuance or sale or contract for sale of shares
of stock of the Association, or determine the designation and relative rights,
preferences and limitations of a class or series of shares;
5. adopt an agreement of merger or consolidation, or submit to
shareholders any action that requires shareholder approval, including any
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recommendation to the shareholders concerning the sale, lease or exchange of
all or substantially all the Association's property and assets, a dissolution
of the Association or a revocation of a previously approved dissolution; or
6. authorize an expenditure by the Association in excess of $10 million
for any one item or group of related items. The committee shall hold regular
meetings at such times as the members shall agree and whenever called by the
chairman of the committee. A majority of the committee shall constitute a
quorum for the transaction of business. The committee shall keep a record of
its proceedings and shall report these proceedings to the Board at the regular
meetings thereof. The committee shall serve as the nominating committee for
nominations to the Board. The committee shall provide oversight on all
Community Reinvestment Act ("CRA") matters pertaining to the Association. The
committee shall also be responsible for monitoring the CRA activities of the
Association on an on-going basis and making periodic reports on such CRA
activity to the Board.
Section 3.2. Chairman of the Executive Committee. The Board may
designate one of its members to be Chairman of the Executive Committee who
shall preside at the meetings thereof and shall perform such duties as the
Board shall assign to him from time to time.
Section 3.3. Audit Committee. The Board shall appoint a committee of
three or more persons exclusive of the officers of this Association which
committee shall be known as the Audit Committee. It shall be the duty of this
committee at least once in every twelve months to examine the affairs of the
Association, and determine whether it is in a sound and solvent condition and
to recommend to the Board such changes in the manner
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of doing business, etc., as may seem to be desirable. The committee may cause
such examination to be made in its behalf and under its supervision by outside
accountants and may also use the services of any other persons either inside or
outside the Association to assist in its work. The results of each examination
shall be reported in writing to the Board.
Section 3.4. Audit of Trust Department. The Audit Committee shall, at
least once during each calendar year and within fifteen months of the last such
audit make suitable audits of the Trust Department or cause suitable audits to
be made by auditors responsible only to the Board, and at such time shall
ascertain whether the department has been administered in accordance with law,
Part 9 of the Regulations of the Comptroller of the Currency, and sound
fiduciary principles. In lieu of such periodic audit the Audit Committee, at
the election of the Board, may conduct or cause to be conducted by auditors
responsible only to the Board an adequate continuous audit system adopted by
the Board. A written report of such periodic or continuous audit shall be made
to the Board.
Section 3.5. Other Committees. The Board may appoint from time to time
other committees composed of one or more persons each, for such purposes and
with such powers as the Board may determine. The Chairman of the Board shall
have the power to designate another person to serve on any committee during the
absence or inability of any member thereof so to serve.
Section 3.6. Directors' Emeritus. The Board may designate one or more
persons to serve as Director Emeritus. Such Director Emeritus shall have the
right to attend any and all meetings of the Board, but shall have no vote at
such meetings. A person designated as Director Emeritus may
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serve in that capacity for a period of three years.
Section 3.7. Alternate Committee Members. The Board may, from time to
time, appoint one or more, but no more than three persons to serve as alternate
members of a committee, each of whom shall be empowered to serve on that
committee in place of a regular committee member in the event of the absence or
disability of that committee member. An alternate committee member shall, when
serving on a committee, have all of the powers of a regular committee member.
Alternate committee members shall be notified of, and requested to serve at, a
particular meeting or meetings, or for particular periods of time, by or at the
direction of the chairman of the committee or the Chairman of the Board.
ARTICLE IV
Officers
Section 4.1a. Appointment. The senior officers of this Association shall
be chosen by the Board and shall be the Chairman of the Board, one or more Vice
Chairmen, the President, the Chief Financial Officer and such other officers as
in the judgment of the Board may be from time to time required. The Chairman
of the Board and the President shall be chosen from the Directors. The Board
may designate a person to serve as secretary of all meetings of the Board and
of the shareholders and the persons so designated shall keep accurate minutes
of such meetings.
Section 4.1b. Other Officers. The Chairman, the President, the Chief
Executive Officer, any Vice Chairman or any Senior Executive Vice
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President may appoint such other officers with such titles and duties as he may
designate.
Section 4.2. Term of Office. The officers who are required by the
articles of association or the bylaws to be members of the Board shall hold
their respective offices until the Organization meeting of the Board following
the annual meeting of shareholders or until their respective successors shall
have been elected, unless they shall resign, become disqualified or be removed
from office. Each other officer shall hold office at the pleasure of the
Board. Any officer may be removed at any time by the Board.
Section 4.3. Chairman of the Board. The chairman of the board shall be
designated as Chairman of the Board. He shall preside at all meetings of the
stockholders and directors and he shall be a member of all committees of the
Board except the Audit Committee. He shall have such other powers and perform
such other duties as may be prescribed from time to time by the Board. He
shall be subject only to the direction and control of the Board.
Section 4.4. President. The president shall be the chief executive
officer of the Association and he shall be designated as President and Chief
Executive Officer. In the absence of the Chairman the President shall preside
at all meetings of the Board. The President shall be a member of each
committee of the Board except the Audit Committee. He shall have the powers
and perform the duties conferred or imposed upon the President by the national
banking laws, and he shall have such other powers and perform such other duties
as may from time to time be imposed
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upon or assigned to him by the Board.
Section 4.5. Chief Financial Officer. The Chief Financial Officer shall
have such title as may be designated by the Board and he shall be responsible
for all monies, funds and valuables of this Association, provide for the
keeping of proper records of all transactions of the Association, report to the
Board at each regular meeting the condition of the Association, submit to the
Board, when requested, a detailed statement of the income and expenses, be
responsible for the conduct and efficiency of all persons employed under him,
and perform such other duties as may be from time to time assigned to him by
the Board.
Section 4.6. Other Officers. All other officers shall respectively
exercise such powers and perform such duties as generally pertain to their
several offices, or as may be conferred upon or assigned to them by the Board,
the Chairman of the Board or the President.
Section 4.7. Bond. Each officer and employee, if so required by the
Board, shall give bond with surety to be approved by the Board, conditioning
for the honest discharge of his duties as such officer or employee. In the
discretion of the Board, such bonds may be individual, schedule or blanket
form, and the premiums may be paid by the Association.
ARTICLE V
Trust Department
Section 5.1. Trust Department. There shall be a department of the
Association known as the Trust Department which shall perform the fiduciary
responsibilities of the Association.
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Section 5.2. Trust Officer. There shall be a Trust Officer of this
Association whose duties shall be to manage, supervise and direct all the
activities of the Trust Department. Such persons shall do or cause to be done
all things necessary or proper in carrying on the business of the Trust
Department in accordance with the provisions of law and applicable regulations;
and shall act pursuant to opinion of counsel where such opinion is deemed
necessary. Opinions of counsel shall be retained on file in connection with
all important matters pertaining to fiduciary activities. The Trust Officer
shall be responsible for all assets and documents held by the Association in
connection with fiduciary matters. The Trust Officer shall perform such other
duties and possess such other powers as from time to time shall be delegated to
him by the Chief Executive Officer, the Board, the Executive Committee or these
bylaws. The President may appoint such other officers of the Trust Department
as it may deem necessary or advisable with such duties as may be assigned and
with such titles as may be designated.
Section 5.3. Trust Investment. Funds held in a fiduciary capacity shall
be invested in accordance with the instrument establishing the fiduciary
relationship and local law. Where such instrument does not specify the
character and class of the investments to be made and does not vest in the
Association a discretion in the matter, funds held pursuant to such instrument
shall be invested in investments in which corporate fiduciaries may invest
under local law.
ARTICLE VI
Stock Certificates and Transfers
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Section 6.1. Stock Certificates. Ownership of capital stock of the
Association shall be evidenced by certificates of stock signed by the Chairman
or President, and the Secretary, or an Assistant Secretary. Each certificate
shall state upon its face that the stock is transferable only upon the books of
the Association by the holder thereof, or by duly authorized attorney, upon the
surrender of such certificate, and shall meet the requirements of Section 5139,
United States Revised Statutes, as amended.
Section 6.2. Transfers. The stock of this Association shall be
assignable and transferable only on the books of this 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. When stock is transferred, the certificates thereof shall be returned to
the Association, canceled, preserved and new certificates issued.
Section 6.3. Dividends. Dividends shall be paid to the shareholders in
whose names the stock shall stand at the close of business on the day next
preceding the date when the dividends are payable, provided, however, that the
directors may fix another date as a record date for the determination of the
shareholders entitled to receive payment thereof.
ARTICLE VII
Increase of Stock
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Section 7.1. Capital Stock. Shares of the capital stock of the
Association, which have been authorized but not issued, may be issued from time
to time for such consideration, not less than the par value thereof, as may be
determined by the Board.
ARTICLE VIII
Corporate Seal
Section 8.1. Seal. The seal, an impression of which appears below, is
the seal of the Association as adopted by the Board of Directors:
[Seal]
The Chairman of the Board, the Vice Chairman, the President, Senior
Executive Vice President, Executive Vice President, Senior Vice President, Vice
President, each Assistant Vice President, the Chief Financial Officer, the
Secretary, each Assistant Secretary, each Trust Officer, each Assistant Trust
Officer or each Assistant Cashier, shall have the authority to affix the
corporate seal of this Association and to attest to the same.
ARTICLE IX
Miscellaneous Provisions
Section 9.1. Fiscal Year. The fiscal year of the Association shall be the
calendar year.
Section 9.2. Execution of Instruments. All agreements, contracts,
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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, or any Vice Chairman, or the President, or Senior Executive Vice
President, or Executive Vice President, or Senior Vice President, or Vice
President, or Assistant Vice President, or Chief Financial Officer, or the
Secretary, or Assistant Secretary, or, if in connection with the exercise of
fiduciary powers of the Association, by any of said officers or by any Trust
Officer or Assistant Trust Officer, to the extent authorized by the corporate
policy of the Association, as adopted and modified from time to time. 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.
Section 9.3. Records. The organization papers of this Association, the
articles of association, the bylaws and any amendments thereto, the proceedings
of all regular and special meetings of the shareholders and of the directors,
the returns of the judges of elections, and the reports of the committees of
directors shall be recorded in an appropriate minute book, and the minutes of
each meeting shall be signed by the Secretary or any other officer appointed to
act as secretary of the meeting.
Section 9.4. Banking Hours. This Association and its branch offices
shall be open on such days and during such hours as shall be fixed from
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time to time by the Board.
Section 9.5. Voting Shares of Other Corporations. The Chairman, any Vice
Chairman, the President, or any Vice President is authorized to vote, represent
and exercise on behalf of this Association all rights incident to any and all
shares of stock of any other corporation standing in the name of the
Association. The authority granted herein may be exercised by such officers in
person or by proxy or by power of attorney duly executed by said officer.
ARTICLE X
Bylaws
Section 10.1. Inspection. A copy of the Bylaws, with all amendments
thereto, shall at all times be kept in a convenient place at the Head Office of
the Association, and shall be open for inspection to all shareholders, during
banking hours.
Section 10.2. Amendments. These Bylaws may be changed or amended at any
regular or special meeting of the Board by the vote of a majority of the
Directors.
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FIRST UNION NATIONAL BANK EXHIBIT 4
ARTICLES OF ASSOCIATION
(EFFECTIVE JANUARY 1,1996)
For purposes 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 First Union National Bank.
SECOND. The Main Office of the Association shall be in Elkton, County of
Cecil, State of Maryland. 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 persons, 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 directorship,
shall own a minimum of (a) $1,000 par value of stock of this Association or (b)
preferred or common stock of First Fidelity Bancorporation having (i) aggregate
par value equal to or greater than $1,000, (ii) aggregate shareholders' equity
equal to or greater than $1,000 or (iii) aggregate fair market value equal to
or greater than $1,000. 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 the purpose
of which shall be the election of Directors and the transaction of whatever
other business may be brought before said meeting. It shall be held at the
main office or other convenient place as the Board of
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Directors may designate, on the day of each year specified therefor in the
By-laws, 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 presented by the Board
of Directors.
FIFTH. (A) General. The amount of capital stock of this Association
shall be (i) 25,000,000 shares of common stock of the par value of twenty
dollars ($20.00) each (the "Common Stock") and (ii) 160,540 shares of preferred
stock of the par value of one dollar ($1.00) each (the "Non-Cumulative
Preferred Stock"), having the rights, privileges and preferences set forth
below, but said capital stock may be increased or decreased from time to time
in accordance with the provisions of the laws of the United States.
(B) Terms of the Non-Cumulative Preferred Stock.
1. General. Each share of Non-Cumulative Preferred Stock shall be
identical in all respects with the other shares of Non-Cumulative Preferred
Stock. The authorized number of shares of Non-Cumulative Preferred Stock may
from time to time be increased or decreased (but not below the number then
outstanding) by the Board of Directors. Shares of Non-Cumulative Preferred
Stock redeemed by the Association shall be canceled and shall revert to
authorized but unissued shares of Non-Cumulative Preferred Stock.
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2. Dividends.
(a) General. The holders of Non-Cumulative Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors, but
only out of funds legally available therefor, non-cumulative cash dividends at
the annual rate of $83.75 per share, and no more, payable quarterly on the
first days of December, March, June and September, respectively, in each year
with respect to the quarterly dividend period (or portion thereof) ending on
the day preceding such respective dividend payment date, to shareholders of
record on the respective date, not exceeding fifty days preceding such dividend
payment date, fixed for that purpose by the Board of Directors in advance of
payment of each particular dividend. Notwithstanding the foregoing, the cash
dividend to be paid on the first dividend payment date after the initial
issuance of Non-Cumulative Preferred Stock and on any dividend payment date
with respect to a partial dividend period shall be $83.75 per share multiplied
by the fraction produced by dividing the number of days since such initial
issuance or in such partial dividend period, as the case may be, by 360.
(b) Non-cumulative Dividends. Dividends on the shares of Non-Cumulative
Stock shall not be cumulative and no rights shall accrue to the holders of
shares of Non-Cumulative Preferred Stock by reason of the fact that the
Association may fail to declare or pay dividends on the shares of
Non-Cumulative Preferred Stock in any amount in any quarterly dividend period,
whether or not the earnings of the Association in any quarterly dividend period
were sufficient to pay such dividends in whole or in part, and the Association
shall have no obligation at any time to pay any such
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dividend.
(c) Payment of Dividends. So long as any share of Non-Cumulative
Preferred Stock remains outstanding, no dividend whatsoever shall be paid or
declared and no distribution made on any junior stock other than a dividend
payable in junior stock, and no shares of junior stock shall be purchased,
redeemed or otherwise acquired for consideration by the Association, directly
or indirectly (other than as a result of a reclassification of junior stock, or
the exchange or conversion of one junior stock for or into another junior
stock, or other than through the use of the proceeds of a substantially
contemporaneous sale of other junior stock), unless all dividends on all shares
of Non-Cumulative Preferred Stock and non-cumulative Preferred Stock ranking on
a parity as to dividends with the shares of Non-Cumulative Preferred Stock for
the most recent dividend period ended prior to the date of such payment or
declaration shall have been paid in full and all dividends on all shares of
cumulative Preferred Stock ranking on a parity as to dividends with the shares
of Non-Cumulative Preferred Stock for the most recent dividend period ended
prior to the date of such payment or declaration shall have been paid in full
and all dividends on all shares of Non-Cumulative Stock (not withstanding that
dividends on such stock are cumulative) for all past dividend periods shall
have been paid in full. Subject, to the foregoing, and not otherwise, such
dividends (payable in cash, stock or otherwise) as may be determined by the
Board of Directors may be declared and paid on any junior stock from time to
time out of any funds legally available therefor, and the Non-Cumulative Stock
shall not be entitled to
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participate in any such dividends, whether payable in cash, stock or otherwise.
No dividends shall be paid or declared upon any shares of any class or series
of stock of the Association ranking on a parity (whether dividends on such
stock are cumulative or non-cumulative) with the Non-Cumulative Preferred Stock
in the payment of dividends for any period unless at or prior to the time of
such payment or declaration all dividends payable on the Non-Cumulative
Preferred Stock for the most recent dividend period ended prior to the date of
such payment or declaration shall have been paid in full. When dividends are
not paid in full, as aforesaid, upon the Non-Cumulative Preferred Stock and any
other series of Preferred Stock ranking on a parity as to dividends (whether
dividends on such stock are cumulative or non-cumulative) with the
Non-Cumulative Preferred Stock, all dividends declared upon the Non-Cumulative
Preferred Stock and any other series of Preferred Stock ranking on a parity as
to dividends with the Non-Cumulative Preferred Stock shall be declared pro rata
so that the amount of dividends declared per share on the Non-Cumulative
Preferred Stock and such other Preferred Stock shall in all cases bear to each
other the same ratio that accrued dividends per share on the Non-Cumulative
Preferred Stock (but without any accumulation in respect of any unpaid
dividends for prior dividend periods on the shares of Non-Cumulative Stock) and
such other Preferred Stock bear to each other. No interest, or sum of money in
lieu of interest, shall be payable in respect of any dividend payment or
payments on the Non-Cumulative Preferred Stock which may be in arrears.
3. Voting. The holders of Non-Cumulative Preferred Stock shall not
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have any right to vote for the election of directors or for any other purpose.
4. Redemption.
(a) Optional Redemption. The Association, at the option of the Board of
Directors, may redeem the whole or any part of the shares of Non-Cumulative
Preferred Stock at the time outstanding, at any time or from time to time after
the fifth anniversary of the date of original issuance of the Non-Cumulative
Preferred Stock, upon notice given as hereinafter specified, at the redemption
price per share equal to $1,000 plus an amount equal to the amount of accrued
and unpaid dividends from the immediately preceding dividend payment date (but
without any accumulation for unpaid dividends for prior dividend periods on the
shares of Non-Cumulative Preferred Stock) to the redemption date.
(b) Procedures. Notice of every redemption of shares of Non-Cumulative
Preferred Stock shall be mailed by first class mail, postage prepaid, addressed
to the holders of record of the shares to be redeemed at their respective last
addresses as they shall appear on the books of the Association. Such mailing
shall be at least 10 days and not more than 60 days prior to the date fixed for
redemption. Any notice which is mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the shareholder
receives such notice, and failure duly to give such notice by mail, or any
defect in such notice, to any holder of shares of Non-Cumulative Preferred
Stock designated for redemption shall not affect the validity of the
proceedings
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for the redemption of any other shares of Non-Cumulative Preferred Stock.
In case of redemption of a part only of the shares of Non-Cumulative
Preferred Stock at the time outstanding the redemption may be either pro rata
or by lot or by such other means as the Board of Directors of the Association
in its discretion shall determine. The Board of Directors shall have full
power and authority, subject to the provisions herein contained, to prescribe
the terms and conditions upon which shares of the Non-Cumulative Preferred
Stock shall be redeemed from time to time.
If notice of redemption shall have been duly given, and, if on or before
the redemption date specified therein, all funds necessary for such redemption
shall have been set aside by the Association, separate and apart from its other
funds, in trust for the pro rata benefit of the holders of the shares called
for redemption, so as to be and continue to be available therefor, then,
notwithstanding that any certificate for shares so called for redemption shall
not have been surrendered for cancellation, all shares so called for redemption
shall no longer be deemed outstanding on and after such redemption date, and
all rights with respect to such shares shall forthwith on such redemption date
cease and terminate, except only the right of the holders thereof to receive
the amount payable on redemption thereof, without interest.
If such notice of redemption shall have been duly given or if the
Association shall have given to the bank or trust company hereinafter referred
to irrevocable authorization promptly to give such notice, and, if on or before
the redemption date specified therein, the funds necessary
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<PAGE> 31
for such redemption shall have been deposited by the Association with such bank
or trust company in trust for the pro rata benefit of the holders of the shares
called for redemption, then, notwithstanding that any certificate for shares so
called for redemption shall not have been surrendered for cancellation, from
and after the time of such deposit, all shares so called for redemption shall
no longer be deemed to be outstanding and all rights with respect to such
shares shall forthwith cease and terminate, except only the right of the
holders thereof to receive from such bank or trust company at any time after
the time of such deposit the funds so deposited, without interest. The
aforesaid bank or trust company shall be organized and in good standing under
the laws of the United States of America or any state thereof, shall have
capital, surplus and undivided profits aggregating at least $50,000,000
according to its last published statement of condition, and shall be identified
in the notice of redemption. Any interest accrued on such funds shall be paid
to the Association from time to time. In case fewer than all the shares of
Non-Cumulative Preferred Stock represented by a stock certificate are redeemed,
a new certificate shall be issued representing the unredeemed shares without
cost to the holder thereof.
Any funds so set aside or deposited, as the case may be, and unclaimed at
the end of the relevant escheat period under applicable state law from such
redemption date shall, to the extent permitted by law, be released or repaid to
the Association, after which repayment the holders of the shares so called for
redemption shall look only to the Association for payment thereof.
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5. Liquidation.
(a) Liquidation Preference. In the event of any voluntary liquidation,
dissolution or winding up of the affairs of the Association, the holders of
Non-Cumulative Preferred Stock shall be entitled, before any distribution or
payment is made to the holders of any junior stock, to be paid in full an
amount per share equal to an amount equal to $1,000 plus an amount equal to the
amount of accrued and unpaid dividends per share from the immediately preceding
dividend payment date (but without any accumulation for unpaid dividends for
prior dividend periods on the shares of Non-Cumulative Preferred Stock) per
share to such distribution or payment date (the "liquidation amount").
In the event of any involuntary liquidation, dissolution or winding up of
the affairs of the Association, then, before any distribution or payment shall
be made to the holders of any junior stock, the holders of Non-Cumulative
Preferred Stock shall be entitled to be paid in full an amount per share equal
to the liquidation amount.
If such payment shall have been made in full to all holders of shares of
Non-Cumulative Preferred Stock, the remaining assets of the Association shall
be distributed among the holders of junior stock, according to their respective
rights and preferences and in each case according to their respective numbers
of shares.
(b) Insufficient Assets. In the event that, upon any such voluntary or
involuntary liquidation, dissolution or winding up, the available assets of the
Association are insufficient to pay such liquidation amount
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<PAGE> 33
on all outstanding shares of Non-Cumulative Preferred Stock, then the holders
of Non-Cumulative Preferred Stock shall share ratably in any distribution of
assets in proportion to the full amounts to which they would otherwise be
respectively entitled.
(c) Interpretation. For the purposes of this paragraph 5, the
consolidation or merger of the Association with any other corporation or
association shall not be deemed to constitute a liquidation, dissolution or
winding up of the Association.
6. Preemptive Rights. The Non-Cumulative Preferred Stock is not entitled
to any preemptive, subscription, conversion or exchange rights in respect of
any securities of the Association.
7. Definitions. As used herein with respect to the Non-Cumulative
Preferred Stock, the following terms shall have the following meanings:
(a) The term "junior stock" shall mean the Common Stock and any other
class or series of shares of the Association hereafter authorized over which
the Non-Cumulative Preferred Stock has preference or priority in the payment of
dividends or in the distribution of assets on any liquidation, dissolution or
winding up of the Association.
(b) The term "accrued dividends", with respect to any share of any class
or series, shall mean an amount computed at the annual dividend rate for the
class or series of which the particular share is a part, from, if such share is
cumulative, the date on which dividends on such share became cumulative to and
including the date to which such dividends are to be accrued, less the
aggregate amount of all dividends theretofore paid thereon and, if such share
is non-cumulative, the relevant date designated
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<PAGE> 34
to and including the date to which such dividends are accrued, less the
aggregate amount of all dividends theretofore paid with respect to such period.
(c) The term "Preferred Stock" shall mean all outstanding shares of all
series of preferred stock of the Association as defined in this Article Fifth
of the Articles of Association, as amended, of the Association.
8. Restriction on Transfer. No shares of Non-Cumulative Preferred Stock,
or any interest therein, may be sold, pledged, transferred or otherwise
disposed of without the prior written consent of the Association. The
foregoing restriction shall be stated on any certificate for any shares of
Non-Cumulative Preferred Stock.
9. Additional Rights. The shares of Non-Cumulative Preferred Stock shall
not have any relative, participating, optional or other special rights and
powers other than as set forth herein.
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 Chairmen and Vice Presidents and
such other officers and employees as may be required to transact the business
of this Association.
The Board of Directors shall have the power to define the duties of the
officers and employees of the Association; to fix the salaries to be paid to
them; to dismiss them; to require bonds from them and to fix the
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<PAGE> 35
penalty thereof; to regulate the manner in which any increase of the capital of
the Association shall be made; to manage and administer the business and
affairs of the Association; to make all By-laws that it may be lawful for them
to make; and generally to do and perform all acts that it may be legal for a
Board of Directors to do and perform.
SEVENTH. The Board of Directors shall have the power to change the
location of the main office to any other place permitted by law, but subject to
the approval of the Comptroller of the Currency; and shall have the power to
establish or change the location of any branch or branches of the Association
to any other location, without the approval of the shareholders, but subject to
the approval of the Comptroller of the Currency.
EIGHTH. The corporate existence of this Association shall continue until
terminated in accordance with the laws of the United States.
NINTH. The Board of Directors of this Association, or any one or more
shareholders owning, in the aggregate, not less than 25 percent 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 ten days prior to the date of such meeting, to each shareholder of record
at his address as shown upon the books of this Association.
TENTH. (A) Indemnification of Directors.
The Association shall, to the fullest extent permitted by applicable
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<PAGE> 36
banking, corporate and other law and regulation, indemnify any person who is or
was a director of the Association from and against any and all expenses,
liabilities or other losses arising in connection with any action, suit, appeal
or other proceeding, by reason of the fact that such person is or was serving
as a director of the Association and may, to the fullest extent permitted by
applicable banking, corporate and other law and regulation, advance monies to
such persons for expenses incurred in defending any such action, suit, appeal
or other proceeding on such terms as the Association's Board of Directors shall
determine and as are required by applicable banking, corporate and other law or
regulation or interpretation by the applicable banking regulators. The
Association may purchase insurance for the purpose of indemnifying such persons
and/or reimbursing the Association upon payment of indemnification to such
persons to the extent that indemnification is authorized by the preceding
sentences, except that insurance coverage and corporate indemnification shall
not be available in connection with a formal order by a court or judicial or
governmental body assessing civil money penalties against such person or in the
event that such coverage or indemnification would be prohibited by applicable
banking, corporate and other law or regulation.
(B) Indemnification of Officers, Employees and Agents.
The Association shall indemnify any person who is or was an officer,
employee or agent of the Association or who is or was a director, general
partner, trustee or principal of another entity serving as such at the request
of the Association from and against any and all expenses, liabilities or other
losses arising in connection with any action, suit,
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<PAGE> 37
appeal or other proceeding, by reason of the fact that such person is or was
serving as an officer, employee or agent of the Association or as a director of
another entity at the request of the Association, to the extent authorized by
the corporate policy of the Association, as adopted and modified from time to
time by the shareholders of the Association, except to the extent that such
indemnification would be prohibited by applicable banking, corporate and other
law or regulation. The Association may advance monies to such persons for
expenses incurred in defending any such action, suit, appeal or other
proceeding in accordance with the corporate policy of the Association, as
adopted and modified from time to time by the shareholders of the Association,
under such terms and procedures as are required by applicable banking,
corporate and other law or regulation or interpretation by the applicable
banking regulators, except to the extent that such advancement would be
prohibited by applicable banking, corporate and other law or regulation. The
Association may purchase insurance for the purpose of indemnifying such persons
and/or reimbursing the Association upon payment of indemnification to such
person to the extent that indemnification is authorized by the preceding
sentence, except that insurance coverage and corporate indemnification shall
not be available in connection with a formal order by a court or judicial or
governmental body assessing civil money penalties against such person or in the
event that such coverage or indemnification would be prohibited by applicable
banking, corporate and other law or regulation.
ELEVENTH. These Articles of Association may be amended at any
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<PAGE> 38
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.
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EXHIBIT 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, and in connection with the proposed issue of Olsten Corporation,
we hereby consent that reports of examinations by Federal, State, Territorial
or District authorities may be furnished by such authorities to the Securities
and Exchange Commission upon request therefor.
FIRST UNION NATIONAL BANK
By: /s/ Stephanie Roche
------------------
Stephanie Roche
Vice President
Elkton, Maryland
February 28, 1996
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REPORT OF CONDITION EXHIBIT 7
Consolidating domestic and foreign subsidiaries of the First Fidelity Bank,
National Association (now First Union National Bank) of Elkton in the state of
Maryland, at the close of business on September 30, 1995, published in response
to call made by Comptroller of the Currency, under title 12, United States
Code, Section 161. Charter Number 33869 Comptroller of the Currency
Northeastern District.
STATEMENT OF RESOURCES AND LIABILITIES
<TABLE>
<CAPTION>
ASSETS
Thousand of Dollars
-------------------
<S> <C>
Cash and balance due from depository institutions:
Noninterest-bearing balances and currency and coin......... 1,503,341
Interest-bearing balances.................................. 460,595
Securities................................................... /////////
Hold-to-maturity securities................................ 3,431,427
Available-for-sale securities.............................. 2,019,209
Federal funds sold and securities purchased under agreements //////////
to resell in domestic offices of the bank and of it //////////
Edge and Agreement subsidiaries, and in IBFs: //////////
Federal funds sold......................................... 425,000
Securities purchased under agreements to resell............ 355,567
Loans and lease financing receivables:
Loan and leases, net of unearned income..... 22,536,087
LESS: Allowance for loan and lease losses.......483,973
LESS: Allocated transfer risk reserve.................0
Loans and leases, net of unearned income, allowance, and
reserve...................................................... 22,052,114
Assets held in trading accounts.............................. 152,832
Premises and fixed assets (including capitalized leases)..... 378,375
Other real estate owned...................................... 116,168
Investment in unconsolidated subsidiaries and associated //////////
companies.................................................... 18,165
Customer's liability to this bank on acceptances outstanding. 176,233
Intangible assets............................................ 796,802
Other assets................................................. 786,706
Total assets................................................. 32,672,534
LIABILITIES
Deposits:
In domestic offices..................................... 24,725,866
Noninterest-bearing...................... 4,337,767
Interest-bearing........................ 20,388,099
In foreign offices, Edge and Agreement subsidiaries,
and IBFs................................................ 1,253,399
Noninterest-bearing.........................13,416
Interest-bearing.........................1,239,983
Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of its
Edge and Agreement subsidiaries, and IBFs
Federal fund purchased.................................. 1,219,823
Securities sold under agreements to repurchase.......... 1,108,011
Demand notes issued to the U.S. Treasury..................... 190,208
Trading liabilities.......................................... 0
Other borrowed money:........................................ /////////
With original maturity of one year or less................... 75,481
With original maturity of more than one year............ 529
Mortgage indebtedness and obligations under capitalized leases 17,222
Bank's liability on acceptances executed and outstanding..... 176,425
Subordinated notes and debentures............................ 175,000
Other liabilities............................................ 633,215
Total liabilities............................................ 29,575,179
Limited-life preferred stock and related surplus............. 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus................ 160,540
Common Stock................................................. 452,156
Surplus...................................................... 1,300,080
Undivided profits and capital reserves....................... 1,189,821
Net unrealized holding gains (losses) on available-for-sale /////////
securities.................................................. ( 5,242)
Cumulative foreign currency translation adjustments.......... 0
Total equity capital......................................... 3,097,355
Total liabilities, limited-life preferred stock and equity... /////////
capital.................................................... 32,672,534
</TABLE>
40
