<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
February 28, 1995
BANPONCE CORPORATION
(Exact name of registrant as specified in its charter)
COMMONWEALTH OF PUERTO RICO 0-13818 66-01416582
(State or other jurisdiction (Commission (IRS employer
of incorporation) File Number) Identification No.)
209 MUNOZ RIVERA AVENUE
HATO REY, PUERTO RICO 00918
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (809)765-9800
N/A
(Former name of former address, if changes since last report)
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Item 5. Other Events
BanPonce Financial Corp. (the "Company"), BanPonce Corporation
(the "Guarantor") and Citibank, N.A., as Trustee ("Citibank"), executed and
delivered a First Supplemental Indenture, dated as of February 28, 1995, to
the Indenture, dated as of October 1, 1991, governing the Company's Medium-
Term Notes, Medium Term Notes, Series A, and Medium-Term Notes, Series B,
which are unconditionally guaranteed as to the payment of principal,
premium (if any), and interest by the Guarantor.
The Company, the Guarantor, Citibank and The First National
Bank of Chicago ("First Chicago") executed and delivered an Instrument of
Resignation, Appointment and Acceptance, dated as of March 1, 1995,
providing for the resignation of Citibank as Trustee under the Indenture
and the appointment of First Chicago as Successor Trustee under the
Indenture.
The Company, Citibank and First Chicago executed and delivered
an Instrument of Acceptance, dated as of March 1, 1995, providing for the
resignation of Citibank as Calculation Agent under three Interest Calculation
Agency Agreements, dated as of October 1, 1991, June 16, 1993 and
August 1, 1994, respectively (collectively the "Agreements"), and the
appointment of First Chicago as successor Calculation Agent under each of
the Agreements.
The Statement of Eligibility on Form T-1 of First Chicago,
attached hereto as Exhibit 25, is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
Exhibit No. Description
4(a) First Supplemental Indenture, dated as
of February 28, 1995, to the Indenture,
dated as of October 1, 1991, by and
among BanPonce Financial Corp.,
BanPonce Corporation and Citibank, N.A.
4(b) Instrument of Resignation, Appointment
and Acceptance, dated as of March 1,
1995, among BanPonce Financial Corp.,
BanPonce Corporation, Citibank, N.A.
and The First National Bank of Chicago.
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10 Instrument of Acceptance, dated as of
March 1, 1995, among BanPonce Financial
Corp., Citibank, N.A. and First
Chicago.
25 Statement of Eligibility on Form
T-1 of The First National Bank of
Chicago relating to Medium-Term Notes,
Medium-Term Notes, Series A, and
Medium-Term Notes, Series B, of
BanPonce Financial Corp.,
unconditionally guaranteed as to the
payment of principal, premium (if any)
and interest by BanPonce Corporation.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
BANPONCE CORPORATION
Date: March 7, 1995 By: /s/ David H. Chafey, Jr.
David H. Chafey, Jr.
Executive Vice President
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<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
<S> <C>
Exhibit No. Description
4(a) First Supplemental Indenture, dated as of February 28, 1995, to
the Indenture, dated as of October 1, 1991, by and among
BanPonce Financial Corp., BanPonce Corporation and Citibank,
N.A.
4(b) Instrument of Resignation, Appointment and Acceptance, dated as
of March 1, 1995, among BanPonce Financial Corp., BanPonce
Corporation, Citibank, N.A. and The First National Bank of
Chicago.
10 Instrument of Acceptance, dated as of March 1, 1995, among
BanPonce Financial Corp., Citibank, N.A. and First Chicago.
25 Statement of Eligibility on Form T-1 of Citibank, N.A. relating
to Medium-Term Notes, Medium-Term Notes, Series A, and Medium-
Term Notes, Series B, of BanPonce Financial Corp.,
unconditionally guaranteed as to the payment of principal,
premium (if any) and interest by BanPonce Corporation.
</TABLE>
<PAGE>
Exhibit 4(a)
BANPONCE FINANCIAL CORP.,
Issuer
and
BANPONCE CORPORATION,
Guarantor
TO
CITIBANK, N.A.,
Trustee
___________
FIRST SUPPLEMENTAL INDENTURE
Dated as of February 28, 1995
To Indenture dated as of October 1, 1991
___________
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<PAGE> 1
FIRST SUPPLEMENTAL INDENTURE, dated as of
February 28, 1995 between BanPonce Financial Corp., a Delaware
corporation, BanPonce Corporation, a Puerto Rico corporation
(the "Guarantor"), and Citibank, N.A., a national banking
association (the "Company"), as Trustee (the "Trustee").
RECITALS
The Company, the Guarantor and the Trustee, as
Trustee, are parties to an Indenture, dated as of October 1,
1991 (the "Original Indenture"), which provides for the
issuance from time to time of unsecured debt securities of the
Company, unconditionally guaranteed as to the payment of
principal, premium (if any) and interest by the Guarantor.
Section 901(9) of the Original Indenture provides
that without the consent of any Holders, the Company and the
Guarantor, when authorized by Board Resolutions, and the
Trustee, at any time and from time to time, may enter into one
or more indentures supplemental to the Original Indenture, in
form satisfactory to the Trustee, to cure any ambiguity, to
correct or supplement any provision in the Original Indenture
which may be inconsistent with any other provision in the
Original Indenture, or to make any other provisions with
respect to matters or questions arising under the Original
Indenture, provided that such action shall not adversely
affect the interests of the Holders of Securities of any
series in any material respect.
The Company and the Guarantor believe that
Section 609 of the Original Indenture should be amended to
substitute the word "a" for the word "its" in the fourth line
of such Section, that paragraph (1) of Section 105 of the
Original Indenture should be amended to provide that notices
to the Trustee shall be addressed to the Trustee at the
Corporate Trust Office, and that such amendments will not
adversely affect the Holders of Securities in any material
respect.
The respective Boards of Directors of the Company
and the Guarantor have duly authorized the execution and
delivery by the Company and the Guarantor, respectively, of
this First Supplemental Indenture.
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NOW, THEREFORE, THIS
FIRST SUPPLEMENTAL INDENTURE
WITNESSETH:
For and in consideration of the premises and the
other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company, the
Guarantor and the Trustee mutually agree as follows:
ARTICLE ONE
Definitions and Other Provisions
of General Application
Section 101. Definitions.
Except as otherwise expressly provided or unless the
context otherwise requires, all terms used in this First
Supplemental Indenture which are defined in the Original
Indenture shall have the meanings ascribed to them by the
Original Indenture.
Section 102. Effect of Headings.
The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.
Section 103. Successors and Assigns.
All covenants and agreements in this First
Supplemental Indenture by the parties hereto shall bind their
respective successors and assigns, whether so expressed or
not.
Section 104. Separability Clause.
In case any provision in this First Supplemental
Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired
thereby.
Section 105. Benefits of Instrument.
Nothing in this First Supplemental Indenture,
express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder and the Holders,
any benefit or any legal or equitable right, remedy or claim
under this First Supplemental Indenture or the Original
Indenture.
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Section 106. Governing Law.
This First Supplemental Indenture shall be governed
by and construed in accordance with the laws of the State of
New York.
ARTICLE TWO
Amendment of the Original Indenture
Section 201. Amendment of Section 609
of the Original Indenture.
Section 609 of the Original Indenture is hereby
amended and restated in its entirety as follows:
"There shall at all times be a Trustee
hereunder which shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such
and has a combined capital and surplus of at least
$50,000,000 and a Corporate Trust Office in the
Borough of Manhattan, The City of New York. If such
Person publishes reports of condition at least
annually, pursuant to law or to the requirements of
said supervising or examining authority, then for
the purposes of this Section, the combined capital
and surplus of such Person shall be deemed to be its
combined capital and surplus as set forth in its
most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it
shall resign immediately in the manner and with the
effect hereinafter specified in this Article."
Section 202. Amendment of Section 105
of the Original Indenture.
Paragraph (1) of Section 105 of the Original
Indenture is hereby amended and restated in its entirety as
follows:
"(1) the Trustee by any Holder or by the Company
shall be sufficient for every purpose hereunder if made,
given, furnished or filed in writing to or with the
Trustee at its Corporate Trust Office, or".
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Section 203. Reaffirmation of Original Indenture.
Each of the Company, the Guarantor and the Trustee
hereby confirms, reaffirms and agrees to the Original
Indenture in every particular, as amended by this First
Supplemental Indenture.
Section 204. Trust Indenture Act.
If any provision of this First Supplemental
Indenture limits, qualifies or conflicts with a provision of
the Trust Indenture Act of 1939, as it may be amended from
time to time, that is required under such Act to be a part of
and govern this First Supplemental Indenture, the latter
provision shall control. If any provision hereof modifies or
excludes any provision of such Act that may be so modified or
excluded, the latter provision shall be deemed to apply to
this First Supplemental Indenture as so modified or excluded,
as the case may be.
* * *
This First Supplemental Indenture may be executed in
any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused
this First Supplemental Indenture to be duly executed, and
their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
BANPONCE FINANCIAL CORP.
By: /s/ David H. Chafey, Jr.
David H. Chafey, Jr.
Executive Vice President
By: /s/ Jose Luis Lopez Calderon
Jose Luis Lopez Calderon
Senior Vice President
Attest:
/s/ Brunilda Santos de Alvarez
Brunilda Santos de Alvarez
Assistant Secretary
Affidavit No. 177
Subscribed to before me by David H. Chafey, Jr. of
legal age, married and resident of San Juan, Puerto Rico, as
Executive Vice President of BanPonce Financial Corp. and Jose
Luis Lopez Calderon, of legal age, married and resident of San
Juan, Puerto Rico as Senior Vice President of BanPonce
Financial Corp. and who are personally known to me, in San
Juan, Puerto Rico, this 28 day of February, 1995.
[SEAL] /s/ Estela Martinez de Miranda
Notary Public
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BANPONCE CORPORATION
By: /s/ David H. Chafey, Jr.
David H. Chafey, Jr.
Executive Vice President
By: /s/ Jose Luis Lopez Calderon
Jose Luis Lopez Calderon
Senior Vice President
Attest:
/s/ Brunilda Santos de Alvarez
Brunilda Santos de Alvarez
Assistant Secretary
Affidavit No. 176
Subscribed to before me by David H. Chafey, Jr. of
legal age, married and resident of San Juan, Puerto Rico, as
Executive Vice President of BanPonce Corporation and Jose Luis
Lopez Calderon, of legal age, married and resident of San
Juan, Puerto Rico as Senior Vice President of BanPonce
Corporation and who are personally known to me, in San Juan,
Puerto Rico, this 28 day of February, 1995.
[SEAL] /s/ Estela Martinez de Miranda
Notary Public
<PAGE>
<PAGE> 7
CITIBANK, N.A.
By: /s/ F. Mills
Name: F. Mills
Title: Senior Trust Officer
Attest:
/s/ Louis A. Piscitelli
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 1st day of MAR, 1995, before me personally
came F. Mills, to me known, who, being by me duly sworn, did
depose and say that she is a Corporate Trust Officer of
Citibank, N.A., the national banking association described in
and which executed the foregoing instrument; that she knows
the seal of said national banking association; that the seal
affixed to said instrument is such seal; that it was so
affixed by authority of the Board of Directors of said
national banking association, and that he signed his name
thereto by like authority.
[SEAL] /s/ Peter M. Pavlyshin
<PAGE> 1
Exhibit 4(b)
This INSTRUMENT OF ACCEPTANCE, dated as of the first day
of March, 1995, among BanPonce Financial Corp., a Delaware corporation (the
"Issuer"), Citibank, N.A., a national banking association ("Citibank"), and
The First National Bank of Chicago, a national banking association ("First
Chicago").
W I T N E S S E T H:
WHEREAS, the Issuer and Citibank have entered into three
Interest Calculation Agency Agreements, dated as of October 1, 1991,
June 16, 1993 and August 1, 1994, respectively (collectively the
"Agreements"); and
WHEREAS, the Issuer my elect and has elected to terminate
Citibank as Calculation Agent under each of the Agreements, with effect
from and as of the execution of the Instrument described in Section 8 of
each the Agreements; and
WHEREAS, Section 8 of each Agreement provides that no
termination of such Agreement shall become effective prior to the date of
the appointment by the Issuer of a successor Calculation Agent (the
"Successor Calculation Agent") and the acceptance of such appointment by
the Successor Calculation Agent; and
WHEREAS, the Issuer wishes to appoint First Chicago as
Successor Calculation Agent under each Agreement and First Chicago wishes
to accept such appointments;
NOW THEREFORE, the Issuer, Citibank and First Chicago, in
consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
agree as follows:
Section 1. Acceptance of Appointment.
First Chicago hereby accepts its appointments as Successor
Calculation Agent under each of the Agreements and shall, without any
further act or instrument, become vested with all the rights, immunities,
duties and obligations of Citibank as Calculation Agent under each of the
Agreements, with like effect as if First Chicago was originally named
Calculation Agent under the Agreements.
Section 2. Authority.
First Chicago represents and warrants to the Issuer and to
Citibank that it has the requisite power and authority, corporate and
other, and has taken all action necessary to serve as Successor Calculation
Agent under each of the Agreements.
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<PAGE> 2
Section 3. Transfer of Documents.
Citibank shall transfer and deliver and First Chicago shall be
entitled to receive and accept copies of any available records maintained
by Citibank in connection with its performance as Calculation Agent under
the Agreements.
Section 4. Miscellaneous.
(a) Definitions. Except as otherwise expressly provided or
unless the context otherwise requires, all terms used herein that are
defined in the Agreements shall have meanings ascribed to them in the
Agreements.
(b) Governing Law. This agreement and the Agreements shall be
governed by and construed in accordance with the laws of the State of
New York.
(c) Jurisdiction. All actions and proceedings arising out of
or relating to this Instrument shall be brought by the parties and heard
and determined only in a federal or New York State court sitting in the
Borough of Manhattan, The City of New York and the parties hereto consent
to jurisdiction of any such court.
(d) Notices. Any notice or other communication given under
the Agreements shall be delivered in person, sent by letter, telecopy or
telex or communicated by telephone (subject, in the case of communication
by telephone, to written confirmation dispatched within 24 hours) to the
addresses given below or such other address as the party to receive such
notice may have previously specified:
To the Issuer:
BanPonce Financial Corp.
c/o CT Corporation
1209 Orange Street
Wilmington, DE 19801
To Citibank:
Citibank, N.A.
120 Wall Street
New York, New York 10043
Attention: Corporate Trust Department
Facsimile: (212) 480-1614
<PAGE>
<PAGE> 3
To First Chicago:
The First National Bank of Chicago
Corporate Trust Services Division
One First National Plaza, Suite 0126
Chicago, Illinois 60670-0126
<PAGE>
<PAGE> 4
(e) Counterparts. This agreement may be executed in any
number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Instrument to
be duly executed, and their respective corporate seals to be hereunto
affixed and attested, all as of the day and year first above written.
BANPONCE FINANCIAL CORP.
By: /s/ David H. Chafey, Jr.
David H. Chafey, Jr.
Executive Vice president
By: /s/ Jose Luis Lopez Calderon
Jose Luis Lopez Calderon
Senior Vice President
CITIBANK, N.A.
By: /s/ F. Mills
Name: F. Mills
Title: Senior Trust Officer
THE FIRST NATIONAL BANK OF
CHICAGO
By: /s/ Suzanne Mauer
Suzanne Mauer
Trust Officer
<PAGE> 1
Exhibit 10
INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE,
dated as of March 1, 1995 (this "Instrument"), among BanPonce Financial
Corp., a corporation duly organized and existing under the laws of the
State of Delaware (herein referred to as the "Company"), BanPonce
Corporation, a corporation duly organized and existing under the laws of
the Commonwealth of Puerto Rico (the "Guarantor"), Citibank, N.A., a
national banking association (the "Retiring Trustee"), and The First
National Bank of Chicago, a national banking association (the "Successor
Trustee").
RECITALS
The Company, the Guarantor and the Retiring Trustee, as
trustee, are parties to (i) an Indenture, dated as of October 1, 1991 (the
"Original Indenture"), which provides for the issuance from time to time of
unsecured debt securities of the Company, unconditionally guaranteed as to
the payment of principal, premium (if any) and interest by the Guarantor,
and (ii) the First Supplemental Indenture, dated as of February 28, 1995
(collectively with the Original Indenture, the "Indenture"), which modified
Section 609 of the Original Indenture.
There are presently issued and outstanding under the Indenture
$621,100,000 aggregate initial offering price of Securities, which were
issued in three series, designated Medium-Term Notes, Medium-Term Notes,
Series A, and Medium-Term Notes, Series B, respectively (such Securities,
collectively, the "Notes").
The Retiring Trustee, by letter dated February 24, 1995, has
given the Company and the Guarantor notice of its resignation as Trustee
under the Indenture (any entity acting in such capacity being hereinafter
referred to as the "Trustee") as to each series of the Notes, and the
Company and the Guarantor, by resolutions of their respective Boards of
Directors, have accepted such resignation.
The Company and the Guarantor, by resolutions of their
respective Boards of Directors, have appointed the Successor Trustee to
succeed the Retiring Trustee as Trustee as to each series of the Notes, and
the Successor Trustee wishes to accept such appointment.
Section 611(a) of the Indenture provides that in the event of a
succession of Trustees, on the request of the Company, the Guarantor or the
successor Trustee, the retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to the successor Trustee all
the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to the successor
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<PAGE> 2
Trustee all property and money held by the retiring Trustee under the
Indenture.
NOW, THEREFORE, THIS
INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE
WITNESSETH:
For and in consideration of the premises and the other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company, the Guarantor, the Retiring Trustee and the
Successor Trustee mutually agree as follows:
ARTICLE ONE
Definitions and Other Provisions
of General Application
Section 101. Definitions.
Except as otherwise expressly provided or unless the context
otherwise requires, all terms used in this instrument which are defined in
the Indenture shall have the meanings ascribed to them by the Indenture.
Section 102. Effect of Headings.
The Article and Section headings herein are for convenience
only and shall not affect the construction hereof.
Section 103. Successors and Assigns.
All covenants and agreements in this Instrument by the parties
hereto shall bind their respective successors and assigns, whether so
expressed or not.
Section 104. Separability Clause.
In case any provision in this Instrument shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
<PAGE>
<PAGE> 3
Section 105. Benefits of Instrument.
Nothing in this Instrument, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder
and the Holders, any benefit or any legal or equitable right, remedy or
claim under this Instrument or under the Indenture.
Section 106. Governing Law.
This Instrument shall be governed by and construed in
accordance with the laws of the State of New York.
ARTICLE TWO
Representations and Warranties
Section 201. Representations and
Warranties of All Parties.
Each of the Company, the Guarantor, the Retiring Trustee and
the Successor Trustee hereby represents and warrants, each to the other,
that:
(a) It either (i) has been duly incorporated and is an
existing corporation in good standing under the laws of its
jurisdiction of incorporation, or (ii) is a national banking
association duly organized under the laws of the United States; and
(b) It has full power and authority to execute and deliver and
perform its obligations under this Instrument; and
(c) This Instrument has been duly and validly authorized,
executed, and delivered by it and constitutes a legal, valid, and
binding obligation enforceable against it in accordance with its
terms subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity
principles.
Section 202. Representations and Warranties
of the Company and the Guarantor.
Each of the Company and the Guarantor hereby represents and
warrants to the Successor Trustee that:
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(a) No Event of Default and no event which, after notice or
lapse of time or both, would become an Event of Default, has occurred
and is continuing; and
(b) It has not appointed any Paying Agent other than the
Retiring Trustee.
Section 203. Representations and
Warranties of the Retiring Trustee.
The Retiring Trustee hereby represents and warrants to the
Successor Trustee that:
(i) To the best of its knowledge, no Event of Default has
occurred and is continuing; and
(ii) No covenant or condition contained in the Indenture has
been waived by it or by the Holders of the percentage in aggregate
principal amount of the Securities required by the Indenture to
effect any such waiver; and
(iii) There is no action, suit, or proceeding pending or
threatened against it before any court or governmental authority
arising out of any action or omission by it as Trustee under the
Indenture; and
(iv) It has not delegated to any other party any of its duties
as Trustee, Registrar, or Paying Agent, and has not appointed any
Authenticating Agent.
Section 204. Representations and
Warranties of the Successor Trustee.
The Successor Trustee hereby represents and warrants to the
Company, the Guarantor and the Retiring Trustee that it is eligible
pursuant to the Trust Indenture Act of 1939, as amended, to act as Trustee
under the Indenture, has a combined capital and surplus of at least
$50,000,000 and maintains a Corporate Trust Office in the Borough of
Manhattan, The City of New York.
ARTICLE THREE
Assignment, Transfer and Delivery
Section 301. Assignment, Transfer and Delivery.
(a) The Company hereby (i) accepts the Retiring Trustee's
resignation as Trustee under the Indenture as to each series of the Notes,
(ii) appoints the Successor
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<PAGE> 5
Trustee as Trustee under the Indenture as to each series of the Notes, and
confirms to the Successor Trustee all the rights, powers, and trusts of the
Trustee under the Indenture.
(b) The Successor Trustee hereby accepts its appointment as
Trustee under the Indenture and shall hereby be vested with all the
authority, rights, powers, trusts and duties of the Trustee under the
Indenture.
(c) The Retiring Trustee hereby assigns, transfers, delivers,
and confirms to the Successor Trustee all right, title, and interest of the
Retiring Trustee in and to the trust under the Indenture, any and all
property and money held by the Retiring Trustee under the Indenture and all
rights, powers, and trusts of the Trustee under the Indenture, and each of
the Company and the Guarantor hereby consents to such assignments and
transfers.
Section 302. Notice to Holders.
Promptly after the execution and delivery of this Instrument,
the Successor Trustee, not as Trustee but as agent on behalf of the Company
and the Guarantor, shall cause a notice to be sent to each Holder of the
Securities in accordance with Section 6.10(f) of the Indenture.
Section 303. Further Assurances.
(a) The Retiring Trustee shall, as promptly as practicable,
(i) deliver to the Successor Trustee all property and money held by the
Retiring Trustee under the Indenture, furnish to the Successor Trustee
originals of all documents relating to the trust created by the Indenture
and all information in it possession relating to the administration and
status thereof and shall furnish to the Successor Trustee any of such
documents or information the Successor Trustee may select, provided that
the Successor Trustee shall make available to the Retiring Trustee as
promptly as practicable following the request of the Retiring Trustee any
such original documents which the Retiring Trustee may need to defend
against any action, suit, or proceeding against the Retiring Trustee as
Trustee or which the Retiring Trustee may need for any other proper
purpose.
(b) Each of the parties hereto shall execute and deliver such
further instruments and shall perform such other acts as the Successor
Trustee may reasonably require to more fully and certainly vest and confirm
in the Successor Trustee all the rights, trusts, and powers hereby
assigned, transferred, delivered, and confirmed to the Successor Trustee.
<PAGE>
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Section 304. Survival of Obligations.
The Company and the Guarantor hereby agree that their
obligations to the Retiring Trustee under Section 607 of the Indenture
shall survive the resignation of the Retiring Trustee.
* * *
This Instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same Instrument.
<PAGE>
<PAGE> 7
IN WITNESS WHEREOF, the parties hereto have caused this
Instrument to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above
written.
BANPONCE FINANCIAL CORP.
By: /s/ David H. Chafey, Jr.
David H. Chafey, Jr.
Executive Vice President
By: /s/ Jose Luis Lopez Calderon
Jose Luis Lopez Calderon
Senior Vice President
Attest:
/s/ Brunilda Santos de Alvarez
Brunilda Santos de Alvarez
Assistant Secretary
Affidavit No. 178
Subscribed to before me by David H. Chafey, Jr., of legal age,
married and resident of San Juan, Puerto Rico, as Executive Vice President
of BanPonce Financial Corp. and Jose Luis Lopez Calderon, of legal age,
married and resident of San Juan, Puerto Rico as Senior Vice President of
BanPonce Financial Corp. and who are personally known to me, in San Juan,
Puerto Rico, this 1st day of March, 1995.
[SEAL] /s/ Estela Martinez de Miranda
Notary Public
<PAGE>
<PAGE> 8
BANPONCE CORPORATION
By: /s/ David H. Chafey, Jr.
David H. Chafey, Jr.
Executive Vice President
By: /s/ Jose Luis Lopez Calderon
Jose Luis Lopez Calderon
Senior Vice President
Attest:
/s/ Brunilda Santos de Alvarez
Brunilda Santos de Alvarez
Assistant Secretary
Affidavit No. 181
Subscribed to before me by David H. Chafey, Jr., of legal age,
married and resident of San Juan, Puerto Rico, as Executive Vice President
of BanPonce Corporation and Jose Luis Lopez Calderon, of legal age, married
and resident of San Juan, Puerto Rico as Senior Vice President of BanPonce
Corporation and who are personally known to me, in San Juan, Puerto Rico,
this 1st day of March, 1995.
[SEAL] /s/ Estela Martinez de Miranda
Notary Public
<PAGE>
<PAGE> 9
CITIBANK, N.A.
By: F. Mills
Name: F. Mills
Title: Senior Trust Officer
Attest:
/s/ Louis A. Piscitelli
STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK )
On the first day of March, 1995, before me personally came F.
Mills, to me known, who, being by me duly sworn, did depose and say that she
is a Corporate Trust Officer of Citibank, N.A., one of the national banking
associations described in and which executed the foregoing instrument; that
she knows the seal of said national banking association; that the seal
affixed to said instrument is such seal; that it was so affixed by
authority of the Board of Directors of said national banking association,
and that he signed his name thereto by like authority.
[SEAL] /s/ Peter M. Pavlyshin
<PAGE>
<PAGE> 10
THE FIRST NATIONAL BANK OF CHICAGO
By:/s/ Suzanne Mauer
Suzanne Mauer
Trust Officer
Attest:
/s/ Douglas A. Tienken
STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK )
On the first day of March, 1995, before me personally came
Suzanne Mauer, to me known, who, being by me duly sworn, did depose and say
that he is a Corporate Trust Officer of The First National Bank of Chicago,
one of the national banking associations described in and which executed the
foregoing instrument; that he knows the seal of said national banking
association; that the seal affixed to said instrument is such seal; that it
was so affixed by authority of the Board of Directors of said national
banking association, and that he signed his name thereto by like
authority.
[SEAL] /s/ Lisa A. Brack
<PAGE> 1
Exhibit 25
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)
THE FIRST NATIONAL BANK OF CHICAGO
(Exact name of trustee as specified in its charter)
A National Banking Association 36-0899825
(I.R.S. employer
identification number)
One First National Plaza, Chicago, Illinois 60670-0126
(Address of principal executive offices) (Zip Code)
The First National Bank of Chicago
One First National Plaza, Suite 0286
Chicago, Illinois 60670-0286
Attn: Lynn A. Goldstein, Law Department (312) 732-6919
(Name, address and telephone number of agent for service)
BANPONCE CORPORATION
(Exact name of co-registrant as specified in its charter)
Puerto Rico
(State or other jurisdiction of 66-0416582
incorporation or organization) (IRS Employer Identification No.)
209 Munoz Rivera Avenue 00918
Hato Rey, Puerto Rico (Zip Code)
(Address of Principal Executive Offices)
<PAGE>
<PAGE> 2
POPULAR INTERNATIONAL BANK INC.
(Exact name of co-registrant as specified in its charter)
Puerto Rico N/A
(State or other jurisdiction of
incorporation or organization) (IRS Employer Identification No.)
209 Munoz Rivera Avenue 00918
Hato Rey, Puerto Rico (Zip Code)
(Address of principal executive office)
BANPONCE FINANCIAL CORP.
(Exact name of co-registrant as specified in its charter)
Delaware
(State or other jurisdiction of 66-0476353
incorporation or organization) (IRS Employer Identification No.)
C/o CT Corporation
1209 Orange Street
Wilmington, Delaware 19801
(Address of principal executive office) (Zip Code)
Debt Securities
(Title of the indenture securities)
<PAGE>
<PAGE> 3
Item 1. General Information. Furnish the following information as to
the trustee:
(a) Name and address of each examining or supervision
authority to which it is subject.
Comptroller of Currency, Washington, D.C., Federal
Deposit Insurance Corporation, Washington, D.C., The
Board of Governors of the Federal Reserve System,
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust
powers.
The trustee is authorized to exercise corporate trust
powers.
Item 2. Affiliations with the Obligor. If the obligor is an affiliate
of the trustee, describe each such affiliation.
No such affiliation exists with the trustee.
Item 16. List of Exhibits. List below all exhibits filed as a part of
this Statement of Eligibility.
1. A copy of the articles of association of the trustee now
in effect.*
2. A copy of the certificates of authority of the trustee to
commence business.*
3. A copy of the authorization of the trustee to exercise
corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not applicable.
6. The consent of the trustee required by Section 321(b) of
the Act.
7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
8. Not applicable.
9. Not applicable.
* Exhibit 1,2,3 and 4 are herein incorporated by reference to Exhibits
bearing identical numbers in Item 12 of the Form T-1 of The First National
Bank of Chicago, filed as Exhibit 26 to the Registration Statement on Form
S-3 of The CIT Group Holdings, Inc., filed with the Securities and Exchange
Commission on February 16, 1993 (Registration No. 33-58418).
<PAGE>
<PAGE> 4
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, 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 Chicago, and State of Illinois, on the 27th day of February,
1995.
The First National Bank of Chicago,
Trustee,
By: /s/ Steven M. Wagner
Steven M. Wagner
Vice President & Senior Counsel
Corporate Trust Services Division
<PAGE>
<PAGE> 5
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
February 27, 1995
Securities and Exchange Commission
Washington, D. C. 20549
Gentlemen:
In connection with the qualification of an indenture among BanPonce
Financial Corp., BanPonce Corporation and The First National Bank of
Chicago, as successor trustee, the undersigned, in accordance with Section
321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that
the reports of examinations of the undersigned, made by Federal or State
Authorities authorized to make such examinations, may be furnished by such
authorities to the Securities and Exchange Commission upon its request
therefor.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/Steven M. Wagner
Steven M. Wagner
Vice President and Senior Counsel
Corporate Trust Services Division
<PAGE>
<PAGE> 6
EXHIBIT 7
A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.
<PAGE>
<PAGE> 7
<TABLE>
<CAPTION>
Legal Title of Bank: The First National Bank of Chicago Call Date: 12/31/94 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-1
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 1994
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the quarter.
Schedule RC--Balance Sheet
Dollar Amounts C400 <-
in Thousands RCFD BIL MIL THOU
<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from
depository institutions
(from Schedule RC-A):
a. Noninterest-bearing balances
and currency and coin(1) . . . . 0081 3,776.149 1.a.
b. Interest-bearing balances(2) . . 0071 7,670,634 1.b.
2. Securities
a. Held-to-maturity securities
(from Schedule RC-B, column A) . 1754 163,225 2.a.
b. Available-for-sale securities
(from Schedule RC-B, column D) . 1773 533,857 2.b.
3. Federal funds sold and securities
purchased under agreements to
resell in domestic offices of the
bank and its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal Funds sold . . . . . . . 0276 4,037,205 3.a.
b. Securities purchased under
agreements to resell . . . . . . 0277 423,381 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned
income (from Schedule RC-C) . . . RCFD 2122 15,617,618 4.a.
b. LESS: Allowance for loan and lease
losses . . . . . . . . . . . . . RCFD 3123 351,191 4.b.
c. LESS: Allocated transfer risk
reserve . . . . . . . . . . . . . RCFD 3128 0 4.c.
d. Loans and leases, net of unearned
income, allowance, and reserve
(item 4.a minus 4.b and 4.c) . . 2125 15,266,427 4.d.
5. Assets held in trading accounts . . 3545 8,227,304 5.
6. Premises and fixed assets
(including capitalized leases) . . . 2145 512,222 6.
7. Other real estate owned
(from Schedule RC-M) . . . . . . . . 2150 46,996 7.
8. Investments in unconsolidated
subsidiaries and associated
companies (from Schedule RC-M) . . . 2130 7,571 8.
9. Customers' liability to this
bank on acceptances outstanding . . 2155 507,151 9.
10. Intangible assets
(from Schedule RC-M) . . . . . . . . 2143 120,504 10.
11. Other assets (from Schedule RC-F) . 2160 1,250,306 11.
12. Total assets (sum of items 1
through 11) . . . . . . . . . . . . 2170 42,542,932 12.
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
</TABLE>
<PAGE>
<PAGE> 8
<TABLE>
<CAPTION>
Legal Title of Bank: The First National Bank of Chicago Call Date: 12/31/94 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-2
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
Schedule RC-Continued
Dollar Amounts
in Thousands BIL MIL THOU
<S> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of
totals of columns A and C
from Schedule RC-E, part 1) . . RCON 2200 15,103,504 13.a.
(1) Noninterest-bearing(1) . . . RCON 6631 6,129,078 13.a.(1)
(2) Interest-bearing . . . . . . RCON 6636 8,974,426 13.a.(2)
b. In foreign offices, Edge and
Agreement subsidiaries, and
IBFs (from Schedule RC-E,
part II) . . . . . . . . . . . . RCFN 2200 10,633,999 13.b.
(1) Noninterest bearing . . . . RCFN 6631 460,916 13.b.(1)
(2) Interest-bearing RCFN 6636 10,173,083 13.b.(2)
14. Federal funds purchased and
securities sold under agreements
to repurchase in domestic offices
of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
a. Federal funds purchased . . . . RCFD 0278 2,883,499 14.a.
b. Securities sold under agreements
to repurchase . . . . . . . . . RCFD 0279 502,401 14.b.
15. a. Demand notes issued to the U.S.
Treasury . . . . . . . . . . . . RCON 2840 112,289 15.a.
b. Trading Liabilities................. RCFD 3548 4,798,720 15.b.
16. Other borrowed money:
a. With original maturity of one year
or less . . . . . . . . . . . . RCFD 2332 2,355,421 16.a.
b. With original maturity of more
than one year . . . . . . . . . RCFD 2333 382,801 16.b.
17. Mortgage indebtedness and obligations
under capitalized leases . . . . . RCFD 2910 275,794 17.
18. Bank's liability on acceptance
executed and outstanding . . . . . RCFD 2920 507,151 18.
19. Subordinated notes and debentures . RCFD 3200 1,225,000 19.
20. Other liabilities (from Schedule
RC-G) . . . . . . . . . . . . . . . RCFD 2930 860,989 20.
21. Total liabilities (sum of items
13 through 20) . . . . . . . . . . RCFD 2948 39,641,568 21.
22. Limited-Life preferred stock and
related surplus . . . . . . . . . . RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and
related surplus . . . . . . . . . . RCFD 3838 0 23.
24. Common stock . . . . . . . . . . . RCFD 3230 200,858 24.
25. Surplus (exclude all surplus
related to preferred stock) . . . . RCFD 3839 2,273,657 25.
26. a. Undivided profits and capital
reserves . . . . . . . . . . . . RCFD 3632 431,545 26.a.
b. Net unrealized holding gains
(losses) on available-for-sale
securities . . . . . . . . . . . RCFD 8434 [ 4,184) 26.b.
27. Cumulative foreign currency
translation adjustments . . . . . . RCFD 3284 (512) 27.
28. Total equity capital (sum of items
23 through 27) . . . . . . . . . . RCFD 3210 2,901,364 28.
29. Total liabilities, limited-life
preferred stock, and equity capital
(sum of items 21, 22, and 28) . . . RCFD 3300 42,542,932 29.
Memorandum
To be reported only with the March
Report of Condition.
1. Indicate in the box at the right the number
of the statement below that best describes
the most comprehensive level of auditing work
performed for the bank by independent Number
external auditors as of any date during 1993.............. RCFD 6724 M.1.
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
(1) Includes total demand deposits and noninterest-bearing time and savings deposits.
</TABLE>
