Registration No. 33-
_____________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION
A Connecticut I.R.S. Employer
Corporation No. 06-1157778
227 Church Street, New Haven, Connecticut 06510
Telephone Number 203 771-5200
Agent for Service
MADELYN M. DeMATTEO
Vice President, General Counsel and Secretary
227 Church Street, New Haven, Connecticut 06510
Telephone Number 203 771-2110
Please send copies of all communications to:
CHARLES S. WHITMAN, III
DAVIS POLK & WARDWELL
450 Lexington Avenue, New York, New York 10015
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement as determined by market conditions.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. X
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each maximum maximum Amount of
class of securities Amount to be offering price aggregate registration
to be registered registered per unit* offering price* fee
Debt Securities $470,000,000 100% $470,000,000 $162,070
* Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457 under the Securities Act of 1933.
The registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until this Registration Statement shall become effective on
such date as the Securities and Exchange Commission, acting pursuant
to said Section 8(a), may determine.
Prospectus herein also relates to Registration No. 33-41237
pursuant to Rule 429.
___________________________________________________________________________
PROSPECTUS
$470,000,000
SOUTHERN NEW ENGLAND
TELECOMMUNICATIONS CORPORATION
DEBT SECURITIES
Southern New England Telecommunications Corporation
("Corporation"), through agents designated from time to time, or
through dealers or underwriters also to be designated, may sell from
time to time debt securities ("Debt Securities") of the Corporation
in registered form, for an aggregate offering price of up to
$470,000,000, on terms to be determined at the time of sale. The
specific designation, aggregate principal amount, maturities, rates
and time of payment of interest, purchase price, any terms for
redemption, whether Debt Securities initially will be represented by
a single global security, and the agent, dealer or underwriter in
connection with the sale of, and any other terms with respect to, the
Debt Securities in respect of which this Prospectus ("Prospectus") is
being delivered are set forth in the accompanying Prospectus
Supplement ("Prospectus Supplement"). The Corporation reserves the
sole right to accept and, together with its agents from time to time,
to reject in whole or in part any proposed purchase of Debt
Securities to be made through agents.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
If an agent of the Corporation or a dealer or an underwriter is
involved in the sale of the Debt Securities in respect of which this
Prospectus is being delivered, the agent's commission, or dealer's or
underwriter's discount will be set forth in, or may be calculated
from, the Prospectus Supplement and the net proceeds to the
Corporation from such sale will be the purchase price of such Debt
Securities less such commission in the case of an agent, the purchase
price of such Debt Securities in the case of a dealer or the public
offering price less such discount in the case of an underwriter, and
less, in each case, the other attributable issuance expenses. The
aggregate net proceeds to the Corporation from all the Debt
Securities will be the purchase price of Debt Securities sold, less
the aggregate of agents' commissions and underwriters' discounts and
other expenses of issuance and distribution. The net proceeds to the
Corporation from the sale of Debt Securities also will be set forth
in the Prospectus Supplement. See "Plan of Distribution" for
possible indemnification arrangements for the agents, dealers and
underwriters.
The date of this Prospectus is June XX, 1995.
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AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of
the Securities Exchange Act of 1934 ("Exchange Act") and, in
accordance therewith, files reports and other information with the
Securities and Exchange Commission ("SEC"). Such reports and other
information filed by the Corporation can be inspected and copied at
the public reference facilities of the SEC, Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, DC 20549, as well as the
following SEC Regional Offices: 7 World Trade Center, Suite 1300,
New York, NY 10048 and 500 West Madison Street, Suite 1400, Chicago,
IL 60661. Such material can also be inspected at the New York and
Pacific Stock Exchanges on which the Corporation's common stock is
listed. Copies can be obtained from the SEC by mail at prescribed
rates. Requests should be directed to the SEC's Public Reference
Section, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, DC 20549.
The Corporation is not required and does not intend to provide
annual or other reports to holders of the Debt Securities.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by the Corporation with
the SEC (File No. 1-9157) and are incorporated herein by reference:
(1) The Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 and Amendment No. 1 dated
June 8, 1995;
(2) The Corporation's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995; and
(3) The Corporation's Current Reports on Form 8-K dated January
24, 1995, April 20, 1995 and May 18, 1995.
All documents filed pursuant to Section 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 the offering of the Debt Securities shall
be deemed to be incorporated by reference in this Prospectus and to
be part hereof from the date 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 purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein or in the accompanying Prospectus Supplement modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
Copies of the above documents (excluding exhibits to such
documents, unless such exhibits are specifically incorporated by
reference therein) may be obtained upon written or oral request
without charge by each person, including beneficial owners, to whom
this Prospectus is delivered, from the Director-Investor Relations of
the Corporation, Shareholder Services Center, 1st Floor, 300 George
Street, New Haven, Connecticut 06511 (telephone number 1-800-243-
1110).
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THE CORPORATION
The Corporation was incorporated in 1986 under the laws of the
State of Connecticut and has its principal executive offices at 227
Church Street, New Haven, Connecticut 06510 (telephone number (203)
771-5200). The Corporation is a holding company engaged through its
subsidiaries in operations principally in the State of Connecticut:
The Southern New England Telephone Company (the "Telephone Company")
(providing, for the most part, regulated telecommunications services
and directory publishing and advertising services); SNET Cellular,
Inc. ("Cellular"), SNET Mobility, Inc. and SNET Paging, Inc.
(providing wireless communications services); SNET America, Inc.
(providing national and international long-distance services to
Connecticut customers); SNET Diversified Group, Inc. (primarily
engaged in the sale and leasing of communications equipment to
residential and business customers; and providing other
telecommunications services not subject to regulation); and SNET Real
Estate, Inc. (engaging in leasing commercial real estate). The
Corporation furnishes financial and strategic planning, and
shareholder relations functions on its own behalf and on behalf of
its subsidiaries.
The Telephone Company, the Corporation's principal subsidiary, is
a local exchange carrier ("LEC") engaged in the provision of
telecommunications services in the State of Connecticut, most of
which are subject to rate regulation. These telecommunications
services include: (i) local and intrastate toll services; (ii)
exchange access service, which links customers' premises to the
facilities of other carriers; and (iii) other services such as
digital transmission of data and transmission of radio and television
programs, packet switched data network and private line services.
Through its directory publishing operations, the Telephone Company
publishes and distributes telephone directories throughout
Connecticut and certain adjacent communities. The publishing
division also develops and provides electronic publishing services.
In 1994, approximately 74% of the Corporation's consolidated
revenues and sales were derived from the Telephone Company's rate
regulated telecommunication services. The remainder was derived
principally from the Corporation's other subsidiaries, directory
publishing operations, and activities associated with the provision
of facilities and non-access services to interexchange carriers.
About 71% of the operating revenues from rate regulated services were
attributable to intrastate operations, with the remainder
attributable to interstate access services.
The Corporation also provides wireless communications services,
which consist of wholesale and retail cellular telephone
communications and paging services, through its subsidiaries
Cellular, SNET Mobility, Inc. and SNET Paging, Inc. Through
Cellular, the Corporation maintains an 82.5% partnership interest in
the Springwich Cellular Limited Partnership ("Springwich"), which
provides wholesale cellular radio telecommunications services in the
Hartford, New Haven, New London, and Fairfield, Connecticut New
England County Metropolitan Areas ("NECMAs") and in the Springfield,
Massachusetts NECMA. Springwich is also licensed to provide cellular
wholesale service in three Rural Service Areas, Windham and
Litchfield Counties in Connecticut and Franklin County in
Massachusetts. The combined population of this region is
approximately 4 million.
On November 22, 1994, Cellular entered into multiple definitive
agreements with Bell Atlantic Corporation ("Bell Atlantic") and NYNEX
Corporation ("NYNEX") to purchase, for $450 million in aggregate,
certain cellular properties in Rhode Island and New Bedford and
Pittsfield, Massachusetts, and an increased interest in Springwich.
These transactions are subject to the consummation by Bell Atlantic
and NYNEX of a cellular joint venture, the formation of which
requires them to sell these properties. These acquisitions are also
subject to approval by the Federal Communications Commission and by
the United States Department of Justice ("DOJ"). In January 1995,
the acquisitions were approved by the DOJ.
USE OF PROCEEDS
The Corporation intends to apply the net proceeds from the sale of
the Debt Securities to refinance, as market conditions warrant,
commercial paper and/or other interim financing arrangements utilized
in connection with the acquisition of the cellular properties
discussed above. These acquisitions are expected to be completed in
June 1995. The individual transactions are with New Bedford Cellular
Telephone Company, Providence Cellular Telephone Company, Metro
Mobile CTS of Newport, Inc., NYNEX (minority interest in Springwich),
New York Cellular Geographic Service Area, Inc. (minority interest in
Springwich and majority interest in Berkshire Cellular Limited
Partnership) and Richmond Telephone Company (minority interest in
Berkshire Cellular Limited Partnership). None of these to be
acquired businesses meet the definition of a significant subsidiary
nor would the aggregate impact exceed 20% of the Corporation's 1994
audited consolidated total assets.
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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of Earnings to Fixed
Charges of the Corporation for the periods indicated:
Three Months
Ended
March 31, Year Ended December 31,
1995 1994 1993** 1992 1991 1990
Ratio of Earnings to Fixed Charges* 4.7 4.6 0.1 3.5 2.8 3.0
* For the purpose of calculating this ratio, earnings consist of
income (loss) from continuing operations before income taxes and
fixed charges. Fixed charges include interest on indebtedness
and the portion of rental expense representative of the interest
factor. 1993 loss from continuing operations before income taxes
includes a before-tax restructuring charge of $355.0 million.
** 1993 earnings, as a result of the restructuring charge, were
insufficient to cover fixed charges; the amount of the coverage
deficiency was $87.8 million in 1993.
DESCRIPTION OF THE DEBT SECURITIES
The Debt Securities are to be issued under an indenture
("Indenture") to be entered into between the Corporation and Shawmut
Bank Connecticut, as trustee ("Trustee").
The statements below are subject to and are qualified in their
entirety by reference to the detailed provisions of the Indenture,
the form of which is filed as an exhibit to the Registration
Statement of which this Prospectus is a part. Article and section
references in parentheses are to the form of Indenture.
General
The Indenture will not limit the aggregate principal amount of
Debt Securities which may be issued by the Corporation and provides
that the Debt Securities may be issued from time to time in one or
more series. The Debt Securities will be unsecured obligations of
the Corporation. Reference is made to the Prospectus Supplement or
Pricing Supplement ("Pricing Supplement") accompanying this
Prospectus for a description of the Debt Securities being offered
thereby including: (1) the aggregate principal amount of such Debt
Securities; (2) the date(s) on which Debt Securities will mature; (3)
the rate(s) per annum at which such Debt Securities will bear
interest; (4) the times at which such interest will be payable; (5)
the terms for redemption, if any; (6) the denominations in which such
Debt Securities are authorized to be issued; (7) whether any series
of Debt Securities will be represented by one or more global
securities and, if so, the identity of the depository for such global
security or securities and the method of transferring beneficial
interests in such global security or securities; (8) information with
respect to book-entry procedures, if any; and (9) any other terms,
including any terms which may be required by or advisable under
Federal laws and regulations or advisable in connection with the
marketing of the Debt Securities of such series, which will not be
inconsistent with the provisions of the Indenture.
Debt Securities of any series will be registered Debt Securities.
Additionally, Debt Securities of any series may be represented by a
single global security registered in the name of a depository's
nominee and, if so represented, beneficial
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interests in such global security will be shown on, and transfers
thereof will be effected only through, records maintained by a
designated depository and its participants. Unless otherwise
indicated in the Pricing Supplement, the Debt Securities will be
issued only in denominations of $100,000, and any integral multiple
of $1,000 over $100,000.
Unless otherwise indicated in the Prospectus Supplement, principal
and interest will by payable at the office of the Trustee. Debt
Securities may be registered for transfer or exchanged at the office
of the Trustee, subject to the limitations in the Indenture. No
service charge will be made for any such transfer or exchange of such
Debt Securities, but the Corporation may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
Global Securities
So long as the depository's nominee is the registered owner of a
global security, such nominee will be considered the sole owner of
the Debt Securities represented by such global security for all
purposes under the Indenture. Except as provided in the Prospectus
Supplement, owners of beneficial interests in a global security will
not be entitled to have Debt Securities of the series represented by
the global security registered in their names, will not receive or be
entitled to receive physical delivery of Debt Securities of such
series in definitive form and will not be considered the owners or
holders thereof under the Indenture. Principal of, premium, if any,
and interest on a global security will be payable in the manner
described in the Prospectus Supplement.
Covenants
The Corporation will covenant in the Indenture that it will not
issue, assume, incur or guarantee any indebtedness for borrowed money
secured by a mortgage, pledge, lien or other encumbrance, directly or
indirectly, on any of the common stock of a principal subsidiary (as
defined below) unless the outstanding securities under the Indenture
and, if the Corporation so elects, any other indebtedness of the
Corporation ranking on a parity with such outstanding securities,
shall be secured equally and ratably with, or prior to, such secured
indebtedness for borrowed money so long as they are outstanding
(Section 4.03). A principal subsidiary of the Corporation is any
majority-held subsidiary of the Corporation whose consolidated
tangible assets comprise in excess of 25% of consolidated tangible
assets of the Corporation and its consolidated subsidiaries.
Consolidated tangible assets with respect to any entity and its
subsidiaries means the amount at which the assets, other than
goodwill, patents, trademarks and other assets classified as
intangible assets in accordance with generally accepted accounting
principles, would be shown on its consolidated balance sheet at such
time.
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The Corporation also will covenant in the Indenture that it will
not, and will not permit a principal subsidiary to, issue, sell,
assign, transfer or otherwise dispose of, directly or indirectly, any
of the common stock of such principal subsidiary (except to the
Corporation or for the purpose of qualifying directors); provided,
however, that this covenant shall not apply if (i) the entire common
stock of such principal subsidiary then owned by the Corporation is
disposed of in a single transaction, or in a series of related
transactions, for a consideration consisting of cash or other
property which is at least equal to the fair market value of such
common stock, as determined in good faith by the Board of Directors
of the Corporation; or (ii) the issuance, sale, assignment, transfer
or other disposition is required to comply with the order of a court
or regulatory authority of competent jurisdiction, other than an
order issued at the request of the Corporation or such principal
subsidiary; or (iii) after giving effect to the issuance, sale,
assignment, transfer or other disposition, the Corporation would own
directly or indirectly at least 80% of the issued and outstanding
common stock of such principal subsidiary and such issuance, sale,
assignment, transfer or other disposition is made for a consideration
consisting of cash or other property which is at least equal to the
fair market value of such common stock, as determined in good faith
by the Board of Directors of the Corporation (Section 4.04).
The Corporation is required to deliver to the Trustee annually a
brief certificate as to any default by the Corporation in the
performance or fulfillment of any covenant or condition contained in
the Indenture (Section 4.07).
Consolidation, Merger, Sale or Conveyance
The Indenture provides that nothing contained therein or in any of
the Debt Securities will prevent (1) any consolidation of the
Corporation with, or the merger of the Corporation into, any other
corporation or corporations (whether or not affiliated with the
Corporation), or successive consolidations or mergers to which the
Corporation or its successor or successors shall be a party or
parties or (2) any sale or conveyance of the property of the
Corporation as an entirety or substantially as an entirety to any
other corporation (whether or not affiliated with the Corporation)
authorized to acquire and operate such property. The Indenture
requires, however, and the Corporation will covenant and agree
therein, that upon any such consolidation, merger, sale or
conveyance, the payment of principal of (and premium, if any) and
interest on all Debt Securities of each series and the performance
and observance of all of the covenants and conditions of the
Indenture to be performed and observed by the Corporation, will be
expressly assumed by a supplemental indenture satisfactory in form to
the Trustee and executed and delivered to the Trustee by the
corporation formed by such consolidation, or into which the
Corporation shall have been merged or which shall have acquired such
property, and immediately after giving effect to such transaction, no
event of default will have occurred and be continuing (Section
11.01).
The Indenture also provides that nothing contained therein or in
any of the Debt Securities of any series will prevent the Corporation
from merging into itself any other corporation (whether or not
affiliated with the Corporation) or acquiring by purchase or
otherwise all or part of the property of any other corporation
(whether or not affiliated with the Corporation) (Section 11.02).
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Modifications
The Indenture will contain provisions permitting the Corporation
and the Trustee, with the consent of the holders of not less than 66
2/3% in principal amount of the Debt Securities at the time
outstanding, as defined in the Indenture, of all series to be
affected (voting as one class), to modify the Indenture or any
supplemental indenture or the rights of the holders of the Debt
Securities of each such series; provided that no such modification
shall (i) extend the fixed maturity of any Debt Securities, or reduce
the principal amount thereof, or reduce the rate or extend the time
of payment of interest thereon, or reduce any premium payable upon
the redemption thereof, without the consent of the holder of each
Debt Security so affected, or (ii) reduce the aforesaid percentage of
Debt Securities, the consent of the holders of which is required for
any such modification without the consent of the holders of all Debt
Securities then outstanding. The Indenture will also contain
provisions permitting the Corporation and the Trustee, without the
consent of the holders of Debt Securities, to modify the Indenture or
any supplemental indenture or the rights of the holders of the Debt
Securities for certain limited purposes (Section 9.02).
Events of Default
Under the Indenture, an Event of Default means: default for 90
days in payment of interest, default in payment of principal or
premium, default for 90 days after notice by the Trustee or the
holders of at least 25% in aggregate principal amount of the Debt
Securities then outstanding in performance of any other covenants in
the Indenture, certain events in bankruptcy, insolvency or
reorganization, default and acceleration of indebtedness under any
other indenture or instrument under which the Corporation has
outstanding at least $100,000,000 aggregate principal amount of
indebtedness and such default is not waived or cured or such
acceleration is not rescinded or annulled, or any other event of
default applicable to any particular series of Debt Securities and
described in the Pricing Supplement (Section 6.01).
Satisfaction and Discharge of Indenture
Except as otherwise provided with respect to the Debt Securities
of any series, if (i) the Corporation delivers to the Trustee
canceled or for cancellation all Debt Securities of any series
previously authenticated (other than Debt Securities which have been
destroyed, lost or stolen and which have been replaced or paid) or
(ii) all Debt Securities of any series not previously delivered to
the Trustee canceled or for cancellation become due and payable, or
are by their terms to become due and payable within one year or are
to be called for redemption within one year (under arrangements
satisfactory to the Trustee for the giving of notice of redemption),
and if the Corporation deposits or causes to be deposited with the
Trustee the entire amount sufficient to pay at maturity or upon
redemption all such Debt Securities of such series not previously
delivered to the Trustee canceled or for cancellation, including
principal (and premium, if any) and interest due or to become due to
such date of maturity or date fixed for redemption, as the case may
be, (excluding, however, amounts repaid to the Corporation as
provided in the next paragraph or paid to any state or to the
District of Columbia pursuant to unclaimed property laws) and if in
either case the Corporation also pays or causes to be paid all other
sums payable by it under the Indenture, then the Indenture shall
cease to be of further effect, except as to provisions applicable to
transfers and exchanges of Debt Securities of such series (Section
12.01).
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Any monies deposited with or paid to the Trustee for payment of
the principal of (and premium, if any) or interest on Debt Securities
of any series and not applied but remaining unclaimed by the holders
of Debt Securities of such series for two years after the date upon
which the principal of (and premium, if any) or interest on such Debt
Securities, as the case may be, shall have become due and payable,
will be repaid to the Corporation by the Trustee on demand. The
holder of any of the Debt Securities shall thereafter look only to
the Corporation for any payment which such holder may be entitled to
collect (Section 12.04).
Trustee
Subject to the duty of the Trustee during default to act with the
specified standard of care, the Trustee before taking any action
under the Indenture is entitled to reasonable security of indemnity
(Sections 7.01 and 7.02). Subject to such provisions for the
indemnification of the Trustee, the holders of a majority of the
principal amount of outstanding Debt Securities of each series
affected (with each series voting as a separate class) may direct the
time, method and place for certain actions by the Trustee (Section
6.06).
The Trustee has banking relationships in the ordinary course of
business with the Corporation.
PLAN OF DISTRIBUTION
The Corporation will sell the Debt Securities being offered hereby
through agents, dealers or underwriters. Any or all of the foregoing
may be customers of, engage in transactions with or perform services
for the Corporation in the ordinary course of business.
The distribution of the Debt Securities may be effected from time
to time in one or more transactions at a fixed price or prices, which
may be changed, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated
prices.
Offers to purchase the Debt Securities may be solicited by agents
designated by the Corporation from time to time. Any such agent, who
may be deemed to be an underwriter, as that term is defined in the
Securities Act of 1933 ("Securities Act"), involved in the offer or
sale of the Debt Securities in respect of which this Prospectus is
delivered will be named, and any commissions payable by the
Corporation to such agent will be set forth, in the Prospectus
Supplement. Unless otherwise indicated in the Prospectus Supplement,
any such agent will be acting on a best efforts basis for the period
of its appointment. Agents may be entitled under agreements, which
may be entered into with the Corporation, to indemnification by the
Corporation against certain civil liabilities, including liabilities
under the Securities Act or to contribution by the Corporation to
payments the agents may be required to make in respect thereof.
If a dealer is utilized in the sale of the Debt Securities in
respect of which this Prospectus is delivered, the Corporation will
sell such Debt Securities to the dealer, as principal. The dealer
may then resell such Debt Securities to the public at varying prices
to be determined by such dealer at the time of resale. Dealers may
be entitled to indemnification by the Corporation against certain
liabilities, including liabilities under the Securities Act or to
contribution by the Corporation to payments the dealers may be
required to make in respect thereof.
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If the sale is accomplished through an underwriter or
underwriters, the Corporation will enter into an underwriting
agreement with such underwriters at the time of sale to them and the
names of the underwriters and the terms of the transaction will be
set forth in the Prospectus Supplement, which will be used by the
underwriters to make resales of the Debt Securities in respect of
which this Prospectus is delivered to the public. The underwriters
may be entitled, under the relevant underwriting agreement, to
indemnification by the Corporation against certain liabilities,
including liabilities under the Securities Act or to contribution by
the Corporation to payments the underwriters may be required to make
in respect thereof.
LEGAL OPINIONS
Certain legal matters in connection with the offering of the Debt
Securities will be passed upon for the Corporation by Madelyn M.
DeMatteo, Vice President, General Counsel and Secretary of the
Corporation. As of May 18, 1995, Ms. DeMatteo owned 13,798 common
shares of the Corporation and had options to acquire 69,550
additional common shares. Certain legal matters will be passed upon
for the agents, if any, by Davis Polk & Wardwell of New York City.
EXPERTS
The consolidated financial statements and financial statement
schedule of the Corporation incorporated by reference or included in
the Annual Report on Form 10-K for the fiscal year December 31, 1994
are incorporated herein by reference in reliance upon the reports of
Coopers & Lybrand L.L.P., independent accountants, given on their
authority as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Filing Fee........ $162,070
Rating Agency Fees................................... 63,000*
Fees and Expenses of Trustee......................... 10,000*
Printing of Securities............................... 5,000*
Printing and Distributing Registration Statement,
Prospectus, Indenture and Miscellaneous Material... 30,000*
Accountant's Fees and Expenses....................... 40,000*
Legal Fees and Expenses.............................. 80,000*
Miscellaneous Expenses............................... 5,000*
Total............................................. $395,070*
*Estimated.
Item 15. Indemnification of Directors and Officers.
The general statutes of the State of Connecticut specify when a
Connecticut corporation shall indemnify any shareholder, director,
officer, employee or agent. Generally, the Connecticut statute
(Conn. Gen. Stat. 33-320a) provides that in order to be indemnified
the shareholder, director, officer, employee or agent must not have
been adjudged to have breached his duty to the corporation or must
have acted in good faith and in a manner he reasonably believed to be
in the best interests of the corporation and, with respect to any
criminal action or proceeding, he must have had no reasonable cause
to believe his conduct was unlawful.
As permitted under Section 33-290 of the Connecticut General
Statutes, the Corporation's certificate of incorporation (subject to
certain specified exceptions involving violations of law, self-
dealing, lack of good faith, abdication of duty, and illegal
distributions and improper loans) limits the personal liability of
its directors for monetary damages to the Corporation or its
shareholders for a breach of duty as a director to the amount of
compensation received by the director for serving the Corporation
during the year of violation.
The directors and officers of the registrant are covered by
insurance policies indemnifying them against certain liabilities,
including certain liabilities arising under the Securities Act of
1933, which might be incurred by them in such capacities and against
which they cannot be indemnified by the registrant.
Any agents who execute the agreement filed as Exhibit 1 to this
registration statement will agree to indemnify the registrant's
directors and its officers who signed the registration statement
against certain liabilities which might arise under the Securities
Act of 1933 from information furnished to the registrant by or on
behalf of any such indemnifying party.
Item 16. Exhibits.
Exhibits identified in parentheses below, on file with the SEC,
are incorporated herein by reference as exhibits hereto.
1. Form of Selling Agency Agreement.
4. Form of Indenture with Forms of Debt Securities
(Exhibit 4 to Form SE dated 6/18/91, File No. 1-9157).
II-1
5. Opinion of Madelyn M. DeMatteo, Vice President,
General Counsel and Secretary of the registrant, as to
the legality of the Debt Securities being registered.
12. Computation of Ratio of Earnings to Fixed Charges.
23.1. Consent of Coopers & Lybrand L.L.P., Independent Accountants.
23.2. Consent of Madelyn M. DeMatteo is contained in her opinion
filed as Exhibit 5.
24. Powers of Attorney.
25. Statement of Eligibility of Trustee (Form T-1).
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
* * * * *
II-2
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
described in Item 15 above, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New Haven,
State of Connecticut, on the 9th day of June, 1995.
SOUTHERN NEW ENGLAND
TELECOMMUNICATIONS CORPORATION
By: Madelyn M. DeMatteo
Madelyn M. DeMatteo
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons
in the capacities and on the date indicated.
#
Principal Executive Officer: #
#
D. J. Miglio* #
Chairman of the Board, President, #
Chief Executive Officer and Director #
#
Principal Financial Officer: #
#
D. R. Shassian* #
Senior Vice President and #
Chief Financial Officer #
#
Principal Accounting Officer: #
#
J. A. Sadek* #
Vice President and Comptroller #
#
#
Directors: # *By: Madelyn M. DeMatteo
# Madelyn M. DeMatteo
Frederick G. Adams* # as Attorney-in-Fact
William F. Andrews* #
Richard H. Ayers* #
Zoe Baird* # June 9, 1995
Robert L. Bennett* #
Barry M. Bloom* #
Frank J. Connor* #
William R. Fenoglio* #
Claire L. Gaudiani* #
James R. Greenfield* #
Burton G. Malkiel* #
Frank R. O'Keefe, Jr.* #
#
II-4
Southern New England Telecommunications Corporation
$470,000,000
Medium-Term Notes, Series 2
Due From Three to Thirty Years
From Date of Issue
Selling Agency Agreement
June __, 1995
New York, New York
Lehman Brothers Inc.
3 World Financial Center
200 Vesey Street
New York, New York 10285
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Dear Sirs:
Southern New England Telecommunications Corporation, a
Connecticut corporation (the "Company"), confirms its agreement with each of
you with respect to the issue and sale by the Company of up to $470,000,000
aggregate principal amount of its Medium-Term Notes, Series 2, Due from Three
to Thirty Years from Date of Issue (the "Notes"). The Notes will be issued
under an indenture (the "Indenture") dated as of July 10, 1991 between the
Company and Shawmut Bank Connecticut, National Association, as trustee (the
"Trustee"). Unless otherwise provided in a supplement to the Prospectus
Supplement, the Notes will be issued in minimum denominations of $100,000 and
in denominations exceeding such amount by integral multiples of $1,000, will
be issued only in fully registered form and will have the annual interest
rates, maturities and, if appropriate, other terms set forth in a supplement
to the Prospectus referred to below. The Notes will be issued, and the terms
thereof established, in accordance with the Indenture and, in the case of
Notes sold pursuant to Section 2(a), the Medium-Term Notes Administrative
Procedures attached hereto as Exhibit A (the "Procedures"). The Procedures
may only be amended by written agreement of the Company and you after notice
to, and with the approval of, the Trustee. For the purposes of this
Agreement, the term "Agent" shall refer to any of you acting solely in the
capacity as agent for the Company pursuant to Section 2(a) and not as
principal (collectively, the "Agents"), the term the "Purchaser" shall refer
to one of you acting solely as principal pursuant to Section 2(b) and not as
agent, and the term "you" shall refer to you collectively whether at any time
any of you is acting in both such capacities or in either such capacity.
1. Representations and Warranties. The Company represents and
<PAGE>
warrants to, and agrees with, you as set forth below in this Section 1.
Certain terms used in this Section 1 are defined in paragraph (e) hereof.
(a) The Company meets the requirements for use of Form S-3
under the Securities Act of 1933 (the "Act") and has filed with the
Securities and Exchange Commission (the "Commission") a registration
statement on such Form (File Number: 33-________), including a basic
prospectus, which has become effective, for the registration under
the Act of $470,000,000 aggregate principal amount of debt securities
(the "Securities"), including the Notes. Such registration
statement, as amended at the date of this Agreement, meets the
requirements set forth in Rule 415(a)(1)(ix) or (x) under the Act and
complies in all other material respects with said Rule. The Company
has included in such registration statement, or has filed or will file
with the Commission pursuant to the applicable paragraph of Rule
424(b) under the Act, a supplement to the form of prospectus included
in such registration statement relating to the Notes and the plan of
distribution thereof (the "Prospectus Supplement"). In connection
with the sale of Notes the Company proposes to file with the
Commission pursuant to the applicable paragraph of Rule 424(b) under
the Act further supplements to the Prospectus Supplement specifying
the interest rates, maturity dates and, if appropriate, other terms
of the Notes sold pursuant hereto or the offering thereof.
(b) As of the Execution Time, on the Effective Date, when any
supplement to the Prospectus is filed with the Commission, as of the
date of any Terms Agreement (as defined by Section 2(b)) and at the
date of delivery by the Company of any Notes sold hereunder (a
"Closing Date"), (i) the Registration Statement, as amended as of any
such time, and the Prospectus, as supplemented as of any such time,
and the Indenture will comply in all material respects with the
applicable requirements of the Act, the Trust Indenture Act of 1939
(the "Trust Indenture Act") and the Securities Exchange Act of 1934
(the "Exchange Act") and the respective rules thereunder; (ii) the
Registration Statement, as amended as of any such time, did not or
will not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in
order to make the statements therein not misleading; and (iii) the
Prospectus, as supplemented as of any such time, will not contain any
untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading;
provided, however, that the Company makes no representations or
warranties as to (i) that part of the Registration Statement which
shall constitute the Statement of Eligibility and Qualification (Form
T-1) under the Trust Indenture Act of the Trustee or (ii) the
information contained in or omitted from the Registration Statement
or the Prospectus (or any supplement thereto) in reliance upon and in
conformity with information furnished in writing to the Company by
any of you specifically for use in connection with the preparation of
the Registration Statement or the Prospectus (or any supplement
thereto).
(c) The accountants who have certified or shall certify the
financial statements filed and to be filed with the Commission as
parts of the Registration Statement and the Prospectus are public or
certified accountants, independent with respect to the Company, as
required by the Act and the rules and regulations of the Commission
thereunder.
<PAGE>
(d) Neither the issuance or sale of the Notes nor the
consummation of any other of the transactions herein contemplated nor
the fulfillment of the terms hereof will result in a breach of any of
the terms and provisions of, or constitute a default under, any
indenture, mortgage, deed of trust or other agreement or instrument
to which the Company is a party or by which it is bound, or the
Company's Restated Certificate of Incorporation or By-Laws, or, to the
best of its knowledge, any order, rule or regulation applicable to
the Company of any court, federal or state regulatory body,
administrative agency or other governmental body having jurisdiction
over the Company or its properties.
(e) The terms which follow, when used in this Agreement, shall
have the meanings indicated. The term "the Effective Date" shall
mean each date that the Registration Statement and any post-effective
amendment or amendments thereto became or become effective.
"Execution Time" shall mean the date and time that this Agreement is
executed and delivered by the parties hereto. "Basic Prospectus"
shall mean the form of basic prospectus relating to the Securities
contained in the Registration Statement at the Effective Date.
"Prospectus" shall mean the Basic Prospectus as supplemented by the
Prospectus Supplement. "Registration Statement" shall mean the
registration statement referred to in paragraph (a) above, including
incorporated documents, exhibits and financial statements, as amended
at the Execution Time. "Rule 415" and "Rule 424" refer to such rules
under the Act. Any reference herein to the Registration Statement,
the Basic Prospectus, the Prospectus Supplement or the Prospectus
shall be deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 which were filed
under the Exchange Act on or before the Effective Date of the
Registration Statement or the issue date of the Basic Prospectus, the
Prospectus Supplement or the Prospectus, as the case may be; and any
reference herein to the terms "amend", "amendment" or "supplement"
with respect to the Registration Statement, the Basic Prospectus, the
Prospectus Supplement or the Prospectus shall be deemed to refer to
and include the filing of any document under the Exchange Act after
the Effective Date of the Registration Statement or the issue date of
the Basic Prospectus, the Prospectus Supplement or the Prospectus, as
the case may be, deemed to be incorporated therein by reference.
2. Appointment of Agents; Solicitation by the Agents of Offers
to Purchase; Sales of Notes to a Purchaser. (a) Subject to the terms and
conditions set forth herein, the Company hereby authorizes each of the Agents
to act as its agent to solicit offers for the purchase of all or part of the
Notes from the Company.
On the basis of the representations and warranties, and subject
to the terms and conditions set forth herein, each of the Agents agrees, as
agent of the Company, to use its commercially reasonable best efforts to
solicit offers to purchase the Notes from the Company upon the terms and
conditions set forth in the Prospectus (and any supplement thereto) and in the
Procedures.
The Company reserves the right, in its sole discretion, to
instruct the Agents to suspend at any time, for any period of time or
permanently, the solicitation of offers to purchase the Notes. Upon receipt
of instructions from the Company, the Agents will forthwith suspend
solicitation of offers to purchase Notes from the Company until such time as
the Company has advised them that such solicitation may be resumed.
<PAGE>
The Company agrees to pay each Agent a commission, on the
Closing Date with respect to each sale of Notes by the Company as a result of
a solicitation made by such Agent, in an amount equal to that percentage
specified in Schedule I hereto of the aggregate principal amount of the Notes
sold by the Company. Such commission shall be payable as specified in the
Procedures.
Subject to the provisions of this Section and to the
Procedures, offers for the purchase of Notes may be solicited by an Agent as
agent for the Company at such time and in such amounts as such Agent deems
advisable. The Company shall have the sole right to accept offers to purchase
the Notes and may reject any such offer in whole or in part. Each Agent shall
have the right, in its sole discretion, to reject any offer to purchase Notes,
as a whole or in part, that it considers to be unacceptable and any such
rejection shall not be deemed a breach of its agreements herein contained.
The Company may from time to time offer Notes for sale otherwise than through
an Agent; provided, however, that so long as this Agreement shall be in effect
the Company shall not solicit or accept offers to purchase Notes through any
agent other than an Agent.
(b) Except as provided herein, whenever the Company and any
Agent determines that the Company shall sell Notes directly to such Agent as
Purchaser, each such sale of Notes shall be made in accordance with the terms
of this Agreement and, unless otherwise agreed by the Company and such Agent,
any supplemental agreement relating thereto between the Company and the
Purchaser. Each such supplemental agreement (which shall be substantially in
the form of Exhibit B) is herein referred to as a "Terms Agreement". The
Purchaser's commitment to purchase Notes pursuant to any Terms Agreement shall
be deemed to have been made on the basis of the representations and warranties
of the Company herein contained and shall be subject to the applicable terms
and conditions herein set forth. Each Terms Agreement shall describe the
Notes to be purchased by the Purchaser pursuant thereto, specify the principal
amount of such Notes, the price to be paid to the Company for such Notes, any
applicable discounts or commissions, the rate at which interest will be paid
on the Notes, the Closing Date for such Notes, the place of delivery of the
Notes and payment therefor, the method of payment, any modification of the
requirements for the delivery of the opinions of counsel, the certificates
from the Company or its officers, and the letter from the Company's
independent public accountants, pursuant to Section 6(b) and any other terms
agreed to by the Company and the Purchaser. Such Terms Agreement shall also
specify the period of time referred to in Section 4(m).
Delivery of the certificates for Notes sold to the Purchaser
pursuant to any Terms Agreement shall be made as agreed to between the Company
and the Purchaser as set forth in the respective Terms Agreement, not later
than the Closing Date set forth in such Terms Agreement, against payment of
funds to the Company in the net amount due to the Company for such Notes by
the method and in the form set forth in the respective Terms Agreement.
3. Offering and Sale of Notes. Each Agent and the Company
agree to perform the respective duties and obligations specifically provided
to be performed by them in the Procedures.
4. Agreements. The Company agrees with you that:
(a) Prior to the termination of the offering of the Notes, the
Company will not file any amendment of the Registration Statement or
supplement to the Prospectus (except for (i) periodic or current
reports filed under the Exchange Act, (ii) a supplement relating to
any offering of Notes providing solely for the specification of or a
<PAGE>
change in the maturity dates, interest rates, issuance prices or
other similar terms of any Notes or (iii) a supplement relating to an
offering of Securities other than the Notes) unless the Company has
furnished each of you a copy for your review prior to filing and
given each of you a reasonable opportunity to comment on any such
proposed amendment or supplement. Subject to the foregoing sentence,
the Company will cause each supplement to the Prospectus to be filed
with the Commission pursuant to the applicable paragraph of Rule
424(b) within the time period prescribed and will provide evidence
satisfactory to you of such filing. The Company will promptly advise
each of you (i) when the Prospectus, and any supplement thereto,
shall have been filed with the Commission pursuant to Rule 424(b),
(ii) when, prior to the termination of the offering of the Notes, any
amendment of the Registration Statement shall have been filed or
become effective, (iii) of any request by the Commission for any
amendment of the Registration Statement or supplement to the
Prospectus or for any additional information, (iv) of the issuance by
the Commission of any stop order suspending the effectiveness of the
Registration Statement or the institution or threatening of any
proceeding for that purpose and (v) of the receipt by the Company of
any notification with respect to the suspension of the qualification
of the Notes for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose. The Company will use
its best efforts to prevent the issuance of any such stop order and,
if issued, to obtain as soon as possible the withdrawal thereof;
(b) If, at any time when a prospectus relating to the Notes is
required to be delivered under the Act, any event occurs as a result
of which the Prospectus as then supplemented would include any untrue
statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it
shall be necessary to amend the Registration Statement or to
supplement the Prospectus to comply with the Act or the Exchange Act
or the respective rules thereunder, the Company promptly will (i)
notify each of you to suspend solicitation of offers to purchase
Notes (and, if so notified by the Company, each of you shall
forthwith suspend such solicitation and cease using the Prospectus as
then supplemented), (ii) prepare and file with the Commission,
subject to the first sentence of paragraph (a) of this Section 4, an
amendment or supplement which will correct such statement or omission
or effect such compliance and (iii) supply any supplemented Prospectus
to each of you in such quantities as you may reasonably request. If
such amendment or supplement, and any documents, certificates and
opinions furnished to each of you pursuant to paragraph (g) of this
Section 4 in connection with the preparation or filing of such
amendment or supplement are satisfactory in all respects to you, you
will, upon the filing of such amendment or supplement with the
Commission and upon the effectiveness of an amendment to the
Registration Statement, if such an amendment is required, resume your
obligation to solicit offers to purchase Notes hereunder;
(c) The Company, during the period when a prospectus relating
to the Notes is required to be delivered under the Act, will file
promptly all documents required to be filed with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and
will furnish to each of you copies of such documents. In addition,
on or prior to the date on which the Company makes any announcement
to the general public concerning earnings or concerning any other
event which is required to be described, or which the Company
<PAGE>
proposes to describe, in a document filed pursuant to the Exchange
Act, the Company will furnish to each of you the information
contained or to be contained in such announcement. The Company also
will furnish to each of you copies of all other press releases or
announcements to the general public. The Company will immediately
notify each of you of any downgrading in the rating of the Notes or
any other debt securities of the Company, any proposal to downgrade
the rating of the Notes or any other debt securities of the Company,
or any public announcement that any of the debt securities of the
Company have been placed on what is commonly termed a "watch list"
for possible downgrading, by any "nationally recognized statistical
rating organization" (as defined for purposes of Rule 436(g) under
the Act), as soon as the Company learns of any such downgrading,
proposal to downgrade or public announcement;
(d) As soon as practicable, the Company will make generally
available to its security holders and to each of you an earnings
statement or statements of the Company which will satisfy the
provisions of Section 11(a) of the Act and Rule 158 under the Act;
(e) The Company will furnish to each of you and your counsel,
without charge, copies of the Registration Statement (including
exhibits thereto) and, so long as delivery of a prospectus may be
required by the Act, as many copies of the Prospectus and any
supplement thereto as you may reasonably request;
(f) The Company will arrange for the qualification of the
Notes for sale under the laws of such jurisdictions as any of you may
designate, will maintain such qualifications in effect so long as
required for the distribution of the Notes, and will arrange for the
determination of the legality of the Notes for purchase by
institutional investors;
(g) The Company shall furnish to each of you such information,
documents, certificates of officers of the Company and opinions of
counsel for the Company relating to the business, operations and
affairs of the Company, the Registration Statement, the Prospectus,
and any amendments thereof or supplements thereto, the Indenture, the
Notes, this Agreement, the Procedures and the performance by the
Company and you of its and your respective obligations hereunder and
thereunder as any of you may from time to time and at any time prior
to the termination of this Agreement reasonably request;
(h) The Company shall, whether or not any sale of the Notes is
consummated, (i) pay all expenses incident to the performance of its
obligations under this Agreement, including the fees and
disbursements of its accountants and counsel, the cost of printing or
other production and delivery of the Registration Statement, the
Prospectus, all amendments thereof and supplements thereto, the
Indenture, this Agreement and all other documents relating to the
offering, the cost of preparing, printing, packaging and delivering
the Notes, the fees and disbursements, including fees of counsel,
incurred in compliance with Section 4(f), the fees and disbursements
of the Trustee and the fees of any agency that rates the Notes, (ii)
reimburse each of you on a monthly basis for all reasonable
out-of-pocket expenses (including without limitation advertising
expenses) incurred by you in connection with this Agreement and (iii)
pay the reasonable fees and expenses of your counsel incurred in
connection with this Agreement;
<PAGE>
(i) Each acceptance by the Company of an offer to purchase
Notes will be deemed to be a reconfirmation to you of the
representations and warranties of the Company in Section 1(a);
(j) Each time that the Registration Statement or the
Prospectus is amended or supplemented (other than by an amendment or
supplement relating to any offering of Securities other than the
Notes or providing solely for the specification of or a change in the
maturity dates, the interest rates, the issuance prices or other
similar terms of any Notes sold pursuant hereto), the Company will
deliver or cause to be delivered promptly to each of you a
certificate of the Company, signed by the Chairman of the Board or
the President and the principal financial or accounting officer of the
Company, dated the date of the effectiveness of such amendment or the
date of the filing of such supplement, in form reasonably
satisfactory to you, of the same tenor as the certificate referred to
in Section 5(e) but modified to relate to the last day of the fiscal
quarter for which financial statements of the Company were last filed
with the Commission and to the Registration Statement and the
Prospectus as amended and supplemented to the time of the
effectiveness of such amendment or the filing of such supplement;
(k) Each time that the Registration Statement or the
Prospectus is amended or supplemented (other than by an amendment or
supplement (i) relating to any offering of Securities other than the
Notes, (ii) providing solely for the specification of or a change in
the maturity dates, the interest rates, the issuance prices or other
similar terms of any Notes sold pursuant hereto or (iii) setting
forth or incorporating by reference financial statements or other
information as of and for a fiscal quarter, unless, in the case of
clause (iii) above, in the reasonable judgment of any of you, such
financial statements or other information are of such a nature that
an opinion of counsel should be furnished), the Company shall furnish
or cause to be furnished promptly to each of you a written opinion of
counsel of the Company satisfactory to each of you, dated the date of
the effectiveness of such amendment or the date of the filing of such
supplement, in form satisfactory to each of you, of the same tenor as
the opinions referred to in Sections 5(b) and 5(c) but modified to
relate to the Registration Statement and the Prospectus as amended
and supplemented to the time of the effectiveness of such amendment
or the filing of such supplement or, in lieu of such opinion, counsel
last furnishing such an opinion to you may furnish each of you with a
letter to the effect that you may rely on such last opinion to the
same extent as though it were dated the date of such letter
authorizing reliance (except that statements in such last opinion
will be deemed to relate to the Registration Statement and the
Prospectus as amended and supplemented to the time of the
effectiveness of such amendment or the filing of such supplement).
(l) Each time that the Registration Statement or the
Prospectus is amended or supplemented to set forth amended or
supplemental financial information, the Company shall cause its
independent public accountants promptly to furnish each of you a
letter, dated the date of the effectiveness of such amendment or the
date of the filing of such supplement, in form satisfactory to each
of you, of the same tenor as the letter referred to in Section 5(f)
with such changes as may be necessary to reflect the amended and
supplemental financial information included or incorporated by
reference in the Registration Statement and the Prospectus, as
amended or supplemented to the date of such letter; provided,
<PAGE>
however, that, if the Registration Statement or the Prospectus is
amended or supplemented solely to include or incorporate by reference
financial information as of and for a fiscal quarter, the Company's
independent public accountants may limit the scope of such letter,
which shall be satisfactory in form to each of you, to the unaudited
financial statements, the related "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and any
other information of an accounting, financial or statistical nature
included in such amendment or supplement, unless, in the reasonable
judgment of any of you, such letter should cover other information or
changes in specified financial statement line items;
(m) During the period, if any, specified in any Terms
Agreement, the Company shall not, without the prior consent of the
Purchaser thereunder, issue or announce the proposed issuance of any
of its debt securities, including Notes, with terms substantially
similar to the Notes being purchased pursuant to such Terms
Agreement, other than borrowings under its revolving credit
agreements and lines of credit and issuances of its commercial paper;
and
(n) The Company will apply the proceeds from the sale of the
Notes as set forth under the heading "Use of Proceeds" in the
Prospectus.
5. Conditions to the Obligations of the Agents. The
obligations of each Agent to solicit offers to purchase the Notes shall be
subject to the accuracy of the representations and warranties on the part of
the Company contained herein as of the Execution Time, on the Effective Date,
when any supplement to the Prospectus is filed with the Commission and as of
each Closing Date, to the accuracy of the statements of the Company made in
any certificates pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional
conditions:
(a) If filing of the Prospectus, or any supplement thereto, is
required pursuant to Rule 424(b), the Prospectus, and any such
supplement, shall have been filed in the manner and within the time
period required by Rule 424(b); the Indenture shall be qualified
under the Trust Indenture Act; and no stop order suspending the
effectiveness of the Registration Statement shall have been issued
and no proceedings for that purpose shall have been instituted or
threatened;
(b) The Company shall have furnished to each Agent the opinion
of the General Counsel of the Company, dated the Execution Time, to
the effect that:
(i) the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of
the jurisdiction in which it is chartered or organized, with
full corporate power and authority to own its properties and
conduct its business as described in the Prospectus, and is
duly qualified to do business as a foreign corporation and is
in good standing under the laws of each jurisdiction which
requires such qualification wherein it owns or leases material
properties or conducts material business;
(ii) the Notes conform to the description thereof contained
in the Prospectus (subject to the insertion in the Notes of the
<PAGE>
maturity dates, the interest rates and other similar terms
thereof which will be described in supplements to the
Prospectus as contemplated by the fourth sentence of Section
1(a) of this Agreement);
(iii) the Indenture has been duly authorized, executed and
delivered, has been duly qualified under the Trust Indenture
Act, and constitutes a legal, valid and binding instrument
enforceable against the Company in accordance with its terms
(subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium or other
laws affecting creditors' rights generally from time to time in
effect); and the Notes have been duly authorized and, when
executed and authenticated in accordance with the provisions of
the Indenture and delivered to and paid for by the purchasers
thereof, will constitute legal, valid and binding obligations of
the Company entitled to the benefits of the Indenture;
(iv) to the best knowledge of such counsel, there is no
pending or threatened action, suit or proceeding before any
court or governmental agency, authority or body or any
arbitrator involving the Company, of a character required to
be disclosed in the Registration Statement which is not
adequately disclosed in the Prospectus, and there is no
franchise, contract or other document of a character required
to be described in the Registration Statement or Prospectus, or
to be filed as an exhibit, which is not described or filed as
required; and the statements included or incorporated in the
Prospectus describing any legal proceedings or material
contracts or agreements relating to the Company fairly
summarize such matters;
(v) the Registration Statement has become effective under
the Act; any required filing of the Prospectus, and any
supplements thereto, pursuant to Rule 424(b) has been made in
the manner and within the time period required by Rule 424(b);
to the best knowledge of such counsel, no stop order suspending
the effectiveness of the Registration Statement has been
issued, no proceedings for that purpose have been instituted
or threatened; and the Registration Statement and the
Prospectus (other than the financial statements and other
financial and statistical information contained or incorporated
by reference therein as to which such counsel need express no
opinion) comply as to form in all material respects with the
applicable requirements of the Act and the rules thereunder;
and such counsel has no reason to believe that the Registration
Statement at the Effective Date contained any untrue statement
of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the
statements therein not misleading or that the Prospectus
includes any untrue statement of a material fact or omits to
state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made,
not misleading;
(vi) each document or portion thereof incorporated by
reference in the Registration Statement or the Prospectus
(other than financial statements and other financial and
statistical information contained therein as to which such
counsel need express no opinion) complies as to form in all
<PAGE>
material respects with the applicable requirements of the
Exchange Act and the rules thereunder;
(vii) this Agreement has been duly authorized, executed and
delivered by the Company;
(viii) no consent, approval, authorization or order of any
court or governmental agency or body is required for the
consummation of the transactions contemplated herein except
such as have been obtained under the Act and except such as may
be required under the blue sky laws of any jurisdiction in
connection with the sale of the Notes as contemplated by this
Agreement and such other approvals (specified in such opinion)
as have been obtained;
(ix) neither the execution and delivery of the Indenture,
the issue and sale of the Notes, nor the consummation of any
other of the transactions herein contemplated nor the
fulfillment of the terms hereof will conflict with, result in a
breach of, or constitute a default under, the restated
certificate of incorporation or by-laws of the Company or the
terms of any indenture or other agreement or instrument known
to such counsel and to which the Company is a party or bound,
or any order or regulation known to such counsel to be
applicable to the Company of any court, regulatory body,
administrative agency, governmental body or arbitrator having
jurisdiction over the Company; and
(x) the statements in the Prospectus under the captions
"Description of the Notes" and "Plan of Distribution", in the
Registration Statement under Item 15 and in "Item 3 - Legal
Proceedings" of the Company's most recent annual report on Form
10-K incorporated by reference in the Prospectus, insofar as
such statements constitute summaries of the legal matters,
documents or proceedings referred to therein, fairly present the
information called for with respect to such legal matters,
documents and proceedings and fairly summarize the matters
referred to therein.
In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the
State of Connecticut or the United States, to the extent deemed
proper and specified in such opinion, upon the opinion of other
counsel of good standing believed to be reliable and who are
satisfactory to counsel for the Agent and (B) as to matters of fact,
to the extent deemed proper, on certificates of responsible officers
of the Company and public officials. In rendering the opinions with
respect to the matters covered by clause (v) above, such counsel may
state that their opinion and belief are based upon the procedures
specified in such opinion but are otherwise without independent check
or verification. References to the Prospectus in this paragraph (b)
include any supplements thereto at the date such opinion is rendered;
(c) The Company shall have furnished to each Agent the opinion
of Day, Berry & Howard, tax counsel to the Company, dated the date
hereof, in which such counsel confirms as its opinion the statements
contained in the Prospectus under the caption "Taxation";
(d) Each Agent shall have received from Davis Polk & Wardwell,
counsel for the Agents, such opinion or opinions, dated the date
<PAGE>
hereof, with respect to the issuance and sale of the Notes, the
Indenture, the Registration Statement, the Prospectus (together with
any supplement thereto) and other related matters as the Agents may
reasonably require, and the Company shall have furnished to such
counsel such documents as they request for the purpose of enabling
them to pass upon such matters, provided that as to matters governed
by the laws of the State of Connecticut, the opinion of such counsel
may rely on the opinion given pursuant to subparagraph (b);
(e) The Company shall have furnished to each Agent a
certificate of the Company, signed by the Chairman of the Board or
the President and the principal financial or accounting officer of the
Company, dated the Execution Time, to the effect that the signers of
such certificate have carefully examined the Registration Statement,
the Prospectus, any supplement to the Prospectus and this Agreement
and that:
(i) the representations and warranties of the Company in
this Agreement are true and correct in all material respects on
and as of the date hereof with the same effect as if made on
the date hereof and the Company has complied with all the
agreements and satisfied all the conditions on its part to be
performed or satisfied as a condition to the obligation of the
Agents to solicit offers to purchase the Notes;
(ii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for
that purpose have been instituted or, to the Company's
knowledge, threatened; and
(iii) since the date of the most recent financial statements
included in the Prospectus (exclusive of any supplement
thereto), there has been no material adverse change in the
condition (financial or other), earnings, business or
properties of the Company, whether or not arising from
transactions in the ordinary course of business, except as set
forth in or contemplated in the Prospectus (exclusive of any
supplement thereto).
(f) At the Execution Time, Coopers & Lybrand L.L.P. (or other
auditors to the Company) shall have furnished to each Agent a letter
or letters (which may refer to letters previously delivered to the
Agents), dated as of the Execution Time, in form and substance
satisfactory to the Agents, containing statements and information of
the type ordinarily included in accountant's "comfort letters" to
underwriters with respect to the financial statements and certain
financial information contained in or incorporated by reference into
the Registration Statement and the Prospectus, as amended or
supplemented; and
(g) Prior to the Execution Time, the Company shall have
furnished to each Agent such further information, documents,
certificates and opinions of counsel as the Agents may reasonably
request.
If any of the conditions specified in this Section 5 shall not
have been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
<PAGE>
satisfactory in form and substance to such Agents and counsel for the Agents,
this Agreement and all obligations of any Agent hereunder may be canceled at
any time by the Agents. Notice of such cancellation shall be given to the
Company in writing or by telephone or telegraph confirmed in writing.
The documents required to be delivered by this Section 5 shall
be delivered at the office of Davis Polk & Wardwell, counsel for the Agents,
at 450 Lexington Avenue, New York, New York, on the date hereof.
6. Conditions to the Obligations of the Purchaser. The
obligations of the Purchaser to purchase any Notes will be subject to the
accuracy of the representations and warranties on the part of the Company
herein as of the date of any related Terms Agreement and as of the Closing
Date for such Notes, to the performance and observance by the Company of all
applicable covenants and agreements herein contained on its part to be
performed and observed and to the following additional conditions precedent:
(a) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for
that purpose shall have been instituted or threatened;
(b) If specified by any related Terms Agreement and except to
the extent modified by such Terms Agreement, the Purchaser shall have
received, appropriately updated, (i) a certificate of the Company,
dated as of the Closing Date, to the effect set forth in Section 5(e)
(except that references to the Prospectus shall be to the Prospectus
as supplemented at the time of execution of the Terms Agreement),
(ii) the opinion of the General Counsel of the Company, dated as of
the Closing Date, to the effect set forth in Section 5(b), (iii) the
opinion of Day, Berry & Howard, dated as of the Closing Date, to the
effect set forth in Section 5(c), (iv) the opinion of Davis Polk &
Wardwell, counsel for the Purchaser, dated as of the Closing Date, to
the effect set forth in Section 5(d), and (v) letter of Coopers &
Lybrand L.L.P., independent accountants for the Company, dated as of
the Closing Date, to the effect set forth in Section 5(f); and
(c) Prior to the Closing Date, the Company shall have
furnished to the Purchaser such further information, certificates and
documents as the Purchaser may reasonably request.
If any of the conditions specified in this Section 6 shall not
have been fulfilled in all material respects when and as provided in this
Agreement and any Terms Agreement, or if any of the opinions and certificates
mentioned above or elsewhere in this Agreement or such Terms Agreement shall
not be in all material respects reasonably satisfactory in form and substance
to the Purchaser and its counsel, such Terms Agreement and all obligations of
the Purchaser thereunder and with respect to the Notes subject thereto may be
canceled at, or at any time prior to, the respective Closing Date by the
Purchaser. Notice of such cancellation shall be given to the Company in
writing or by telephone or telegraph confirmed in writing.
7. Right of Person Who Agreed to Purchase to Refuse to
Purchase. The Company agrees that any person who has agreed to purchase and
pay for any Note, including a Purchaser and any person who purchases pursuant
to a solicitation by any of the Agents, shall have the right to refuse to
purchase such Note if, at the Closing Date therefor, either (a) any condition
set forth in Section 5 or 6, as applicable, shall not be satisfied or (b)
subsequent to the agreement to purchase such Note, any change, or any
development involving a prospective change, in or affecting the business or
properties of the Company shall have occurred the effect of which is, in the
<PAGE>
reasonable judgment of the Purchaser or the Agent which presented the offer to
purchase such Note, as applicable, so material and adverse as to make it
impractical or inadvisable to proceed with the delivery of such Note.
8. Indemnification and Contribution. (a) The Company agrees
to indemnify and hold harmless each of you and each person who controls each
of you within the meaning of either the Act or the Exchange Act against any
and all losses, claims, damages or liabilities, joint or several, to which
you, they or any of you or them may become subject under the Act, the Exchange
Act or other Federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement for the registration of the Securities as originally filed or in any
amendment thereof, or in the Prospectus or any preliminary Prospectus, or in
any amendment thereof or supplement thereto, or arise out of or are based upon
the omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
and agrees to reimburse each such indemnified party, as incurred, for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that (i) the Company will not be liable in any such case to
the extent that any such loss, claim, damage or liability arises out of or is
based upon any such untrue statement or alleged untrue statement or omission
or alleged omission made therein in reliance upon and in conformity with
written information furnished to the Company by any of you specifically for use
in connection with the preparation thereof, and (ii) such indemnity with
respect to the Prospectus or any preliminary Prospectus shall not inure to the
benefit of any of you (or any person controlling any of you) from whom the
person asserting any such loss, claim, damage or liability purchased the Notes
which are the subject thereof if such person did not receive a copy of the
Prospectus (or the Prospectus as supplemented) excluding documents incorporated
therein by reference at or prior to the confirmation of the sale of such Notes
to such person in any case where such delivery is required by the Act and the
untrue statement or omission of a material fact contained in the Prospectus or
any preliminary Prospectus was corrected in the Prospectus (or the Prospectus
as supplemented). This indemnity agreement will be in addition to any
liability which the Company may otherwise have.
(b) Each of you agrees to indemnify and hold harmless the
Company, each of its directors, each of its officers who signs the
Registration Statement and each person who controls the Company within the
meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Company to you, but only with reference to
written information relating to such of you furnished to the Company by such
of you specifically for use in the preparation of the documents referred to in
the foregoing indemnity. This indemnity agreement will be in addition to any
liability which you may otherwise have.
(c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying
party under this Section 8, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party
will not relieve it from any liability which it may have to any indemnified
party otherwise than under this Section 8. In case any such action is brought
against any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein, and to the extent that it may elect by written notice delivered to
the indemnified party promptly after receiving the aforesaid notice from such
<PAGE>
indemnified party, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party; provided, however, that if the
defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party
or parties. Upon receipt of notice from the indemnifying party to such
indemnified party of its election so to assume the defense of such action and
approval by the indemnified party of counsel, the indemnifying party will not
be liable to such indemnified party under this Section 8 for any legal or
other expenses subsequently incurred by such indemnified party in connection
with the defense thereof unless (i) the indemnified party shall have employed
separate counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it being
understood, however, that the indemnifying party shall not be liable for the
expenses of more than one separate counsel, approved by you in the case of
paragraph (a) of this Section 8, representing the indemnified parties under
such paragraph (a) who are parties to such action), (ii) the indemnifying
party shall not have employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of
commencement of the action or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of the
indemnifying party; and except that, if clause (i) or (iii) is applicable,
such liability shall be only in respect of the counsel referred to in such
clause (i) or (iii). The indemnifying party shall not be liable under this
Agreement with respect to any settlement made by any indemnified party without
prior written consent by the indemnifying party to such settlement.
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph (a) of
this Section 8 is due in accordance with its terms but is for any reason held
by a court to be unavailable from the Company on the grounds of policy or
otherwise, the Company and each of you shall contribute to the aggregate
losses, claims, damages and liabilities (including legal or other expenses
reasonably incurred in connection with investigating or defending same) to
which the Company and any of you may be subject in such proportion so that
each of you is responsible for that portion represented by the percentage that
the aggregate commissions received by such of you pursuant to Section 2 in
connection with the Notes from which such losses, claims, damages and
liabilities arise (or, in the case of Notes sold pursuant to a Terms
Agreement, the aggregate commissions that would have been received by such of
you if such commissions had been payable), bears to the aggregate principal
amount of such Notes sold and the Company is responsible for the balance;
provided, however, that (y) in no case shall any of you be responsible for any
amount in excess of the commissions received by such of you in connection with
the Notes from which such losses, claims, damages and liabilities arise (or,
in the case of Notes sold pursuant to a Terms Agreement, the aggregate
commissions that would have been received by such of you if such commissions
had been payable) and (z) no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 8, each person who controls
any of you within the meaning of the Act shall have the same rights to
contribution as you and each person who controls the Company within the
meaning of either the Act or the Exchange Act, each officer of the Company who
shall have signed the Registration Statement and each director of the Company
shall have the same rights to contribution as the Company, subject in each
<PAGE>
case to clauses (y) and (z) of this paragraph (d). Any party entitled to
contribution will, promptly after receipt of notice of commencement of any
action, suit or proceeding against such party in respect of which a claim for
contribution may be made against another party or parties under this paragraph
(d), notify such party or parties from whom contribution may be sought, but
the omission to so notify such party or parties shall not relieve the party or
parties from whom contribution may be sought from any other obligation it or
they may have hereunder or otherwise than under this paragraph (d).
9. Termination. (a) This Agreement will continue in effect
until terminated as provided in this Section 9. This Agreement may be
terminated by either the Company as to any of you or any of you insofar as this
Agreement relates to such of you, giving written notice of such termination to
such of you or the Company, as the case may be. This Agreement shall so
terminate at the close of business on the first business day following the
receipt of such notice by the party to whom such notice is given. In the
event of such termination, no party shall have any liability to the other
party hereto, except as provided in the fourth paragraph of Section 2(a),
Section 4(h), Section 8 and Section 10.
(b) Each Terms Agreement shall be subject to termination in
the absolute discretion of the Purchaser, by notice given to the Company prior
to delivery of any payment for Notes to be purchased thereunder, if prior to
such time (i) trading in the Company's Common Stock shall have been suspended
by the Commission or the New York or Pacific Stock Exchange or trading in
securities generally on the New York Stock Exchange shall have been suspended
or limited or minimum prices shall have been established on such Exchange (ii)
a banking moratorium shall have been declared either by Federal or New York
State authorities, (iii) there shall have occurred any outbreak or material
escalation of hostilities or other calamity or crisis the effect of which on
the financial markets of the United States is such as to make it, in the
judgment of the Purchaser, impracticable to market such Notes or (iv) if the
rating assigned by the nationally recognized securities rating agency to any
debt securities of the Company as of the date of the applicable Terms
Agreement shall have been lowered since that date or if any such rating agency
shall have publicly announced that it has placed any debt securities of the
Company on what is commonly termed a "watch list" for possible downgrading.
10. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of
the Company or its officers and of you set forth in or made pursuant to this
Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of you or the Company or any of the
officers, directors or controlling persons referred to in Section 8 hereof,
and will survive delivery of and payment for the Notes. The provisions of
Sections 4(h) and 8 hereof shall survive the termination or cancellation of
this Agreement.
11. Notices. All communications hereunder will be in writing
and effective only on receipt, and, if sent to any of you, will be mailed,
delivered or telegraphed and confirmed to such of you, at the address
specified in Schedule I hereto; or, if sent to the Company, will be mailed,
delivered or telegraphed and confirmed to it at 227 Church Street, New Haven,
Connecticut 06506, attention of the Treasurer.
12. Successors. This Agreement will inure to the benefit of and
be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 8
hereof, and no other person will have any right or obligation hereunder.
<PAGE>
13. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York.
14. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signature thereto and hereto were upon the same instrument.
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and you.
Very truly yours,
Southern New England
Telecommunications Corporation
By
Vice President & Treasurer
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
Lehman Brothers Inc.
By
Managing Director
(Goldman, Sachs & Co.)
Salomon Brothers Inc.
By
EXHIBIT A
Southern New England Telecommunications Corporation
Medium-Term Note Administrative Procedures
<PAGE>
June 1995
The Medium-Term Notes, Series 2, Due from Three to Thirty Years
from Date of Issue (the "Notes") of Southern New England Telecommunications
Corporation (the "Company") are to be offered on a continuing basis. Lehman
Brothers Inc., Goldman, Sachs & Co. and Salomon Brothers Inc, as agents (each
an "Agent"), have agreed to solicit purchases of Notes issued in fully
registered form. The Agents will not be obligated to purchase Notes for their
own account. The Notes are being sold pursuant to a Selling Agency Agreement
between the Company and the Agents dated the date hereof (the "Agency
Agreement"). The Notes will rank equally with all other unsecured and
unsubordinated debt of the Company and have been registered with the
Securities and Exchange Commission (the "Commission"). Shawmut Bank
Connecticut, National Association is the trustee (the "Trustee") under the
Indenture covering the Notes (the "Indenture").
Each Note will be represented by either a Global Security (as
defined hereinafter) delivered to the Trustee, as agent for The Depository
Trust Company ("DTC"), and recorded in the book-entry system maintained by DTC
(a "Book-Entry Note") or a certificate delivered to the Holder thereof or a
Person designated by such Holder (a "Certificated Note"). Except in the
Company's sole discretion or if DTC is unwilling or unable to continue as
depository and a successor depository is not appointed by the Company in 90
days, an owner of a Book-Entry Note will not be entitled to receive a
certificate representing such Note.
The procedures to be followed during, and the specific terms
of, the solicitation of orders by the Agents and the sale as a result thereof
by the Company are explained below. Administrative and record-keeping
responsibilities will be handled for the Company by its Treasury Department.
The Company will advise the Agents and the Trustee in writing of those persons
handling administrative responsibilities with whom the Agents and the Trustee
are to communicate regarding orders to purchase Notes and the details of their
delivery.
Administrative procedures and specific terms of the offering
are explained below. Book-Entry Notes will be issued in accordance with the
administrative procedures set forth in Part I hereof, as adjusted in
accordance with changes in DTC's operating requirements, and Certificated
Notes will be issued in accordance with the administrative procedures set
forth in Part II hereof. Unless otherwise defined herein, terms defined in
the Indenture and the Notes shall be used herein as therein defined. To the
extent the procedures set forth below conflict with the provisions of the
Notes, the Indenture, DTC's operating requirements or the Agency Agreement,
the relevant provisions of the Notes, the Indenture, DTC's operating
requirements and the Agency Agreement, as the case may be, shall control.
PART I
Administrative Procedures for
Book-Entry Notes
In connection with the qualification of the Book-Entry Notes
for eligibility in the book-entry system maintained by DTC, the Trustee will
perform the custodial, document control and administrative functions described
below, in accordance with its respective obligations under a Letter of
<PAGE>
Representations from the Company and the Trustee to DTC dated as of the date
hereof and a Medium-Term Note Certificate Agreement between the Trustee and
DTC and its obligations as a participant in DTC, including DTC's Same-Day
Funds Settlement system ("SDFS").
Issuance: On any date of settlement (as defined under
"Settlement" below) for one or more Book-Entry
Notes, the Company will issue a single global
security (or more than one, if DTC requires it) in
fully registered form without coupons (a "Global
Security") representing up to $470,000,000
principal amount of all such Book-Entry Notes that
have the same original issue date, original issue
discount provisions, if any, Interest Payment
Dates, Regular Record Dates, Interest Payment
Period, redemption provisions, if any, Maturity
Date, and interest rate (collectively, the
"Terms"). Each Global Security will be dated and
issued as of the date of its authentication by the
Trustee. Each Global Security will bear an original
issue date, which will be (i) with respect to an
original Global Security (or any portion thereof),
the original issue date specified in such Global
Security and (ii) following a consolidation of
Global Securities, with respect to the Global
Security resulting from such consolidation, the
most recent Interest Payment Date to which interest
has been paid or duly provided for on the
predecessor Global Securities, regardless of the
date of authentication of such resulting Global
Security. No Global Security will represent any
Certificated Note.
Identification The Agent, on behalf of the
Numbers: Company, has arranged with the CUSIP Service Bureau
of Standard & Poor's Corporation (the "CUSIP
Service Bureau") for the reservation of a series of
CUSIP numbers, which series consists of
approximately 900 CUSIP numbers and relates to
Global Securities representing Book-Entry Notes and
book-entry medium-term notes issued by the Company
with other series designations. The Company has
obtained from the CUSIP Service Bureau a written
list of such reserved CUSIP numbers and the Company
has delivered to the Trustee and DTC a written list
of such CUSIP numbers of such series. The Company
will assign CUSIP numbers to Global Securities as
described below under Settlement Procedure "B".
DTC will notify the CUSIP Service Bureau
periodically of the CUSIP numbers that the Company
has assigned to Global Securities. The Trustee
will notify the Company at any time when fewer than
100 of the reserved CUSIP numbers remain unassigned
to Global Securities, and, if it deems necessary,
the Company will reserve additional CUSIP numbers
for assignment to Global Securities. Upon
obtaining such additional CUSIP numbers, the
Company shall deliver a list of such additional
CUSIP numbers to the Trustee and DTC.
<PAGE>
Registration: Global Securities will be issued only in fully
registered form without coupons. Each Global
Security will be registered in the name of CEDE &
CO., as nominee for DTC, on the securities register
for the Notes maintained under the Indenture. The
beneficial owner of a Book-Entry Note (or one or
more indirect participants in DTC designated by such
owner) will designate one or more participants in
DTC (with respect to such Book-Entry Note, the
"Participants") to act as agent or agents for such
owner in connection with the book-entry system
maintained by DTC, and DTC will record in
book-entry form, in accordance with instructions
provided by such Participants, a credit balance
with respect to such beneficial owner in such
Book-Entry Note in the account of such
Participants. The ownership interest of such
beneficial owner (or such participant) in such
Book-Entry Note will be recorded through the
records of such Participants or through the
separate records of such Participants and one or
more indirect participants in DTC.
Transfers: Transfers of a Book-Entry Note will be accomplished
by book entries made by DTC and, in turn, by
Participants (and in certain cases, one or more
indirect participants in DTC) acting on behalf of
beneficial transferors and transferees of such Note.
Exchanges: Upon receipt of written instructions by the
Company, the Trustee may deliver to DTC and the
CUSIP Service Bureau at any time a written notice
of consolidation (a copy of which shall be attached
to the resulting Global Security described below)
specifying (i) the CUSIP numbers of two or more
Outstanding Global Securities that represent
Book-Entry Notes having the same Terms and for
which interest has been paid to the same date, (ii)
a date, occurring at least thirty days after such
written notice is delivered and at least thirty days
before the next Interest Payment Date for such
Book-Entry Notes, on which such Global Securities
shall be exchanged for a single replacement Global
Security and (iii) a new CUSIP number, obtained from
the Company, to be assigned to such replacement
Global Security. Upon receipt of such a notice,
DTC will send to its participants (including the
Trustee) a written reorganization notice to the
effect that such exchange will occur on such date.
Prior to the specified exchange date, the Trustee
will deliver to the CUSIP Service Bureau a written
notice setting forth such exchange date and such
new CUSIP number and stating that, as of such
exchange date, the CUSIP numbers of the Global
Securities to be exchanged will no longer be valid.
On the specified exchange date, the Trustee will
exchange such Global Securities for a single Global
Security bearing the new CUSIP number and the CUSIP
numbers of the exchanged Global Securities will, in
accordance with CUSIP Service Bureau procedures, be
<PAGE>
canceled and not immediately reassigned.
Notwithstanding the foregoing, if the Global
Securities to be exchanged exceed $470,000,000 in
aggregate principal amount, one Global Security
will be authenticated and issued to represent each
$470,000,000 of principal amount of the exchanged
Global Securities and an additional Global Security
will be authenticated and issued to represent any
remaining principal amount of such Global
Securities (see "Denominations" below).
Maturities: Each Book-Entry Note will mature on a date not less
than three years nor more than thirty years after
the settlement date for such Note.
Denominations: Unless otherwise provided in a supplement to the
Prospectus Supplement, Book-Entry Notes will be
issued in principal amounts of $100,000 or any
amount in excess thereof that is an integral
multiple of $1,000. Global Securities will be
denominated in principal amounts not in excess of
$150,000,000. If one or more Book-Entry Notes
having an aggregate principal amount in excess of
$150,000,000 would, but for the preceding sentence,
be represented by a single Global Security, then
one Global Security will be authenticated and
issued to represent each $150,000,000 principal
amount of such Book-Entry Note or Notes and an
additional Global Security will be authenticated
and issued to represent any remaining principal
amount of such Book-Entry Note or Notes. In such a
case, each of the Global Securities representing
such Book-Entry Note or Notes shall be assigned the
same CUSIP number.
Interest: General. Interest, if any, on each Book-Entry Note
will accrue from the original issue date for the
first interest period or the last date to which
interest has been paid, if any, for each subsequent
interest period, on the Global Security
representing such Book-Entry Note, and will be
calculated and paid in the manner described in such
Book-Entry Note and the Indenture. Unless
otherwise specified therein, each payment of
interest on a Book-Entry Note will include interest
accrued to but excluding the Interest Payment Date
or to but excluding Maturity or the date fixed for
redemption (the "Redemption Date") (other than a
Maturity or the Redemption Date of a Book-Entry Note
occurring on the 31st day of a month, in which case
such payment of interest will include interest
accrued to but excluding the 30th day of such
month). Standard & Poor's Corporation will use the
information received in the pending deposit message
described under Settlement Procedure "C" below in
order to include the amount of any interest payable
and certain other information regarding the related
Global Security in the appropriate (daily or
weekly) bond report published by Standard & Poor's
Corporation.
<PAGE>
Regular Record Dates. The Regular Record Date with
respect to any Interest Payment Date shall be the
date fifteen calendar days immediately preceding
such Interest Payment Date.
Interest Payment Dates. Unless otherwise specified
pursuant to Settlement Procedure "A" below or the
applicable Pricing Supplement, interest payments on
Book-Entry Notes will be made semiannually on
February 15 and August 15 of each year, and at
Maturity or the Redemption Date; provided, however,
that in the case of a Book-Entry Note issued
between a Regular Record Date and an Interest
Payment Date, the first interest payment will be
made on the Interest Payment Date following the
next succeeding Regular Record Date.
Notice of Interest Payment and Regular Record
Dates. On the first Business Day of January,
April, July and October of each year, the Trustee
will deliver to the Company and DTC a written list
of Regular Record Dates and Interest Payment Dates
that will occur with respect to Book-Entry Notes
during the six-month period beginning on such first
Business Day.
Calculation of Interest on Book-Entry Notes
Interest: (including interest for partial periods) will be
calculated on the basis of a 360-day year of twelve
30-day months.
Payments of Payment of Interest Only. Promptly
Principal and after each Regular Record Date, the
Interest: Trustee will deliver to the Company
will deliver to the Company and DTC a written
notice setting forth, by CUSIP number, the amount
of interest to be paid on each Global Security on
the following Interest Payment Date (other than an
Interest Payment Date coinciding with Maturity or
the Redemption Date) and the total of such amounts.
DTC will confirm the amount payable on each Global
Security on such Interest Payment Date by reference
to the appropriate (daily or weekly) bond reports
published by Standard & Poor's Corporation. The
Company will pay to the Trustee, as paying agent,
the total amount of interest due on such Interest
Payment Date (other than at Maturity or the
Redemption Date), and the Trustee will pay such
amount to DTC, at the times and in the manner set
forth below under "Manner of Payment". If any
Interest Payment Date for a Book-Entry Note is not
a Business Day, the payment due on such day shall
be made on the next succeeding Business Day and no
interest shall accrue on such payment for the
period from and after such Interest Payment Date.
Payments at Maturity or on the Redemption Date. On
or about the first Business Day of each month, the
Trustee will deliver to the Company and DTC a
<PAGE>
written list of principal, premium, if any, and
interest to be paid on each Global Security
maturing (on a Maturity or Redemption Date or
otherwise) in the following month. The Trustee, the
Company and DTC will confirm the amounts of such
principal, premium, if any, and interest payments
with respect to each such Global Security on or
about the fifth Business Day preceding the Maturity
or the Redemption Date of such Global Security. On
or before Maturity or the Redemption Date, the
Company will pay to the Trustee, as paying agent,
the principal amount of such Global Security,
premium, if any, together with interest due at such
Maturity or Redemption Date. The Trustee following
receipt of such funds from the Company will pay
such amount to DTC at the times and in the manner
set forth below under "Manner of Payment". If any
Maturity or Redemption Date of a Global Security
representing Book-Entry Notes is not a Business
Day, the payment due on such day shall be made on
the next succeeding Business Day and no interest
shall accrue on such payment for the period from
and after such Maturity or Redemption Date.
Promptly after payment to DTC of the principal,
premium, if any, and interest due at Maturity or on
the Redemption Date of such Global Security, the
Trustee will cancel such Global Security in
accordance with the Indenture and so advise the
Company. On the first Business Day of each month,
the Trustee will deliver to the Trustee a written
statement indicating the total principal amount of
Outstanding Global Securities as of the immediately
preceding Business Day.
Manner of Payment. The total amount of any
principal, premium, if any, and interest due on
Global Securities on any Interest Payment Date or
at Maturity or on the Redemption Date shall be paid
by the Company to the Trustee in immediately
available funds no later than 9:30 A.M.(New York
City time) on such date. The Company will make such
payment on such Global Securities by instructing
the Trustee to withdraw funds from an account
maintained by the Company at the Trustee or by wire
transfer to the Trustee. The Company will confirm
any such instructions in writing to the Trustee.
The Trustee will, following receipt of such funds
from the Company, pay by separate wire transfer
(using Fedwire message entry instructions in a form
previously specified by DTC) to an account at the
Federal Reserve Bank of New York previously
specified by DTC, in funds available for immediate
use by DTC, each payment of principal, premium, if
any, (together with interest thereon) due on a
Global Security on such date of Maturity or on the
Redemption Date. On each Interest Payment Date
(other than at Maturity or on the Redemption Date),
interest payments shall be made to DTC, in funds
available for immediate use by DTC, in accordance
with existing arrangements between the Trustee and
<PAGE>
DTC. On each such date, DTC will pay, in
accordance with its SDFS operating procedures then
in effect, such amounts in funds available for
immediate use to the respective Participants in
whose names the Book-Entry Notes represented by
such Global Securities are recorded in the
book-entry system maintained by DTC. Neither the
Company (as issuer or as paying agent), nor the
Trustee shall have any direct responsibility or
liability for the payment by DTC to such
Participants of the principal of and interest on
the Book-Entry Notes.
Withholding Taxes. The amount of any taxes
required under applicable law to be withheld from
any interest payment on a Book-Entry Note will be
determined and withheld by the Participant, indirect
participant in DTC or other Person responsible for
forwarding payments and materials directly to the
beneficial owner of such Note.
Procedure for Rate The Company and the Agents will
Setting and discuss from time to time the
Posting: aggregate principal amount of, the issuance price
of, and the interest rates to be borne by,
Book-Entry Notes that may be sold as a result of the
solicitation of orders by the Agents. If the
Company decides to set prices of, and rates borne
by, any Book-Entry Notes in respect of which the
Agents are to solicit orders (the setting of such
prices and rates to be referred to herein as
"posting") or if the Company decides to change
prices or rates previously posted by it, it will
promptly advise the Agents of the prices and rates
to be posted.
Acceptance and Unless otherwise instructed by the
Rejection of Company, each Agent will advise the
Orders: Company promptly by telephone of all orders to
purchase Book-Entry Notes received by such Agent,
other than those rejected by it in whole or in part
in the reasonable exercise of its discretion.
Unless otherwise agreed by the Company and the
Agents, the Company has the right to accept orders
to purchase Book-Entry Notes and may reject any
such orders in whole or in part.
Preparation of If any order to purchase a Book-Entry
Pricing Note is accepted by or on behalf of
Supplement: the Company, the Company will prepare a pricing
supplement (a "Pricing Supplement") reflecting the
terms of such Book-Entry Note and will arrange to
have ten copies thereof filed with the Commission
in accordance with the applicable paragraph of Rule
424(b) under the Act and will supply at least ten
copies thereof (and additional copies if requested)
to the Agent which presented the order (the
"Presenting Agent"). The Presenting Agent will
cause a Prospectus and Pricing Supplement to be
<PAGE>
delivered to the purchaser of such Book-Entry Note.
In each instance that a Pricing Supplement is
prepared, the Presenting Agent will affix the
Pricing Supplement to Prospectuses prior to their
use. Outdated Pricing Supplements (other than
those retained for files), will be destroyed.
Suspension of Subject to the Company's representations
Solicitation; warranties and covenants contained in
Amendment or the Agency Agreement, the Company may
Supplement: instruct the Agents to suspend at any
time, for any period of time or
permanently, the solicitation of orders to purchase
Book-Entry Notes. Upon receipt of such
instructions from the Company, the Agents will
forthwith suspend solicitation of offers until such
time as the Company has advised them that such
solicitation may be resumed.
In the event that at the time the Company suspends
solicitation of purchases there shall be any orders
outstanding for settlement, the Company will
promptly advise the Agents and the Trustee whether
such orders may be settled and whether copies of the
Prospectus as in effect at the time of the
suspension, together with the appropriate Pricing
Supplement, may be delivered in connection with the
settlement of such orders. The Company will have
the sole responsibility for such decision and for
any arrangements that may be made in the event that
the Company determines that such orders may not be
settled or that copies of such Prospectus may not
be so delivered.
If the Company decides to amend or supplement the
Registration Statement (as defined in the Agency
Agreement) or the Prospectus, it will promptly
advise the Agents and furnish the Agents with the
proposed amendment or supplement and with such
certificates and opinions as are required, all to
the extent required by and in accordance with the
terms of the Agency Agreement. Subject to the
provisions of the Agency Agreement, the Company may
file with the Commission any such supplement to the
Prospectus relating to the Notes. The Company will
provide the Agents and the Trustee with copies of
any such supplement, and confirm to the Agents that
such supplement has been filed with the Commission
pursuant to the applicable paragraph of Rule 424(b).
Procedures For When the Company has determined to
Rate Changes: change the interest rates of Book-Entry Notes being
offered, it will promptly advise the Agents and the
Agents will forthwith suspend solicitation of
orders. The Agents will telephone the Company with
recommendations as to the changed interest rates.
At such time as the Company has advised the Agents
of the new interest rates, the Agents may resume
solicitation of orders. Until such time only
"indications of interest" may be recorded. Within
<PAGE>
two Business Days after any sale of Book-Entry
Notes, the Company will file with the Securities
and Exchange Commission a Pricing Supplement to the
Prospectus relating to such Book-Entry Notes that
reflects the applicable interest rates and other
terms and will deliver copies of such Pricing
Supplement to the Agents.
Delivery of A copy of the Prospectus and a Pricing Prospectus:
Supplement relating to a Book-Entry
Note must accompany or precede the earliest of any
written offer of such Book-Entry Note, confirmation
of the purchase of such Book-Entry Note and payment
for such Book-Entry Note by its purchaser. If
notice of a change in the terms of the Book-Entry
Notes is received by the Agents between the time
an order for a Book-Entry Note is placed and the
time written confirmation thereof is sent by the
Presenting Agent to a customer or his agent, such
confirmation shall be accompanied by a Prospectus
and Pricing Supplement setting forth the terms in
effect when the order was placed. Subject to
"Suspension of Solicitation; Amendment or
Supplement" above, the Presenting Agent will
deliver a Prospectus and Pricing Supplement as
herein described with respect to each Book-Entry
Note sold by it. The Company will make such
delivery if such Book-Entry Note is sold directly
by the Company to a purchaser (other than an Agent).
Confirmation: For each order to purchase a
Book-Entry Note solicited by any Agent and accepted
by or on behalf of the Company, the Presenting
Agent will issue a confirmation to the purchaser,
with a copy to the Company, setting forth the
details set forth above and delivery and payment
instructions.
Settlement: The receipt by the Company of
immediately available funds in payment for a
Book-Entry Note and the authentication and issuance
of the Global Security representing such Book-Entry
Note shall constitute "settlement" with respect to
such Book-Entry Note. All orders accepted by the
Company will be settled on the fifth Business Day
following the date of sale of such Book-Entry Note
pursuant to the timetable for settlement set forth
below unless the Company and the purchaser agree to
settlement on another day which shall be no earlier
than the next Business Day following the date of
sale.
Settlement Settlement Procedures with regard to
Procedures: each Book-Entry Note sold by the
Company through any Agent, as agent, shall be as
follows:
A. The Presenting Agent will advise the Company by
telephone of the following settlement information:
<PAGE>
1. Principal amount.
2. Maturity Date.
3. Interest Rate.
4. Interest Payment Dates.
5. Redemption provisions, if any.
6. Settlement date.
7. Price.
8. Presenting Agent's commission,
determined as provided in Section 2 of
the Agency Agreement.
9. Whether such Book-Entry Note is issued
at an original issue discount and, if
so, the total amount of OID, the yield
to maturity and the initial accrual
period OID.
10. The Presenting Agent's participant
account number with DTC.
B. The Company will assign a CUSIP
number to the Global Security representing
such Book-Entry Note and then advise the
Trustee by electronic transmission (confirmed
in writing at any time on the same date) of
the information set forth in Settlement
Procedure "A" above, such CUSIP number and
the name of, and the participant account
number maintained at DTC for, the Presenting
Agent. The Company will also notify the
Presenting Agent by telephone of such CUSIP
number as soon as practicable. Each such
communication by the Company shall constitute
a representation and warranty by the Company
to the Trustee and the Agents that (i) such
Book-Entry Note is then, and at the time of
issuance and sale thereof will be, duly
authorized for issuance and sale by the
Company, (ii) such Book-Entry Note, and the
Global Security representing such Book-Entry
Note, will conform with the terms of the
Indenture, (iii) after giving effect to the
issuance of such Book-Entry Note and any other
Securities (as defined in the Agency
Agreement) to be issued on or prior to the
settlement date for the sale of such
Book-Entry Note, the aggregate amount of
Securities which have been issued and sold by
the Company will not exceed the amount of
Securities registered under the Registration
Statement (as defined in the Agency
Agreement) and (iv) upon authentication and
delivery of such Global Security, the
<PAGE>
aggregate principal amount of all Notes
issued under the Indenture will not exceed
$470,000,000 (except for Global Securities or
Notes authenticated and delivered upon
registration of, transfer of, in exchange
for, or in lieu of Global Securities or
Notes, as the case may be, pursuant to
Sections 2.04, 3.05, 3.06, 3.07, or 9.03 of
the Indenture).
C. The Trustee will enter a pending
deposit message through DTC's Participant
Terminal System providing the following
settlement information to DTC (which shall
route such information to Standard & Poor's
Corporation) and the Presenting Agent:
1. The information set forth
in Settlement Procedure "A".
2. Initial Interest Payment Date
for such Book-Entry Note, number of
days by which such date succeeds the
related Regular Record Date and amount
of interest payable on such Interest
Payment Date.
3. The Interest Payment Period.
4. CUSIP number of the Global
Security representing such Book-Entry
Note.
5. Whether such Global Security
will represent any other Book-Entry
Note (to the extent known at such time).
6. Numbers of the participant
accounts maintained by DTC on behalf of
the Trustee and the Agent.
D. To the extent the Company has not already
done so, the Company will deliver to the
Trustee a Global Security in a form that has
been approved by the Company, the Agents and
the Trustee.
E. The Trustee will complete such Book-Entry
Note, stamp the appropriate legend, as
instructed by DTC, if not already set forth
thereon, and authenticate the Global Security
representing such Book-Entry Note.
F. DTC will credit such Book-Entry Note to the
Trustee's participant account at DTC.
G. The Trustee will enter an SDFS deliver order
through DTC's Participant Terminal System
instructing DTC to (i) debit such Book-Entry
Note to the Trustee's participant account and
<PAGE>
credit such Book-Entry Note to the Presenting
Agent's participant account and (ii) debit
the Presenting Agent's settlement account and
credit the Trustee's settlement account for an
amount equal to the price of such Book-Entry
Note less the Presenting Agent's commission.
The entry of such a deliver order shall
constitute a representation and warranty by
the Trustee to DTC that (i) the Global
Security representing such Book-Entry Note
has been issued and authenticated and (ii)
the Trustee is holding such Global Security
pursuant to the Medium Term Note Certificate
Agreement between the Trustee and DTC.
H. The Presenting Agent will enter an SDFS
deliver order through DTC's Participant
Terminal System instructing DTC (i) to debit
such Book-Entry Note to the Presenting
Agent's participant account and credit such
Book-Entry Note to the participant accounts
of the Participants with respect to such
Book-Entry Note and (ii) to debit the
settlement accounts of such Participants and
credit the settlement account of the
Presenting Agent for an amount equal to the
price of such Book-Entry Note.
I. Transfers of funds in accordance with SDFS
deliver orders described in Settlement
Procedures "G" and "H" will be settled in
accordance with SDFS operating procedures in
effect on the settlement date.
J. The Trustee will, upon receipt of funds from
the Agent in accordance with Settlement
Procedure "G", credit to an account of the
Company maintained at the Trustee Bank funds
available for immediate use in the amount
transferred to the Trustee in accordance with
Settlement Procedure "G".
K. The Presenting Agent will confirm the
purchase of such Book-Entry Note to the
purchaser either by transmitting to the
Participants with respect to such Book-Entry
Note a confirmation order or orders through
DTC's institutional delivery system or by
mailing a written confirmation to such
purchaser.
Settlement For orders of Book-Entry Notes
Procedures solicited by any Agent and accepted by
Timetable: the Company for settlement on the
first Business Day after the sale date, Settlement
Procedures "A" through "K" set forth above shall be
completed as soon as possible but not later than the
respective times (New York City time) set forth
below:
<PAGE>
Settlement
Procedure Time
A 11:00 A.M. on the sale
date
B 12:00 Noon on the sale
date
C 2:00 P.M. on the sale
date
D 3:00 P.M. on the day
before settlement
E 9:00 A.M. on settlement
date
F 10:00 A.M. on settlement
date
G-H 2:00 P.M. on settlement
date
I 4:45 P.M. on settlement
date
J-K 5:00 P.M. on settlement
date
If a sale is to be settled more than one Business
Day after the sale date, Settlement Procedures "A",
"B" and "C" shall be completed as soon as
practicable but no later than 11:00 A.M. and 12:00
Noon on the first Business Day after the sale date
and no later than 2:00 P.M. on the Business Day
before the settlement date, respectively.
Settlement Procedure "I" is subject to extension in
accordance with any extension of Fedwire closing
deadlines and in the other events specified in SDFS
operating procedures in effect on the settlement
date.
If settlement of a Book-Entry Note is rescheduled
or canceled, the Company will, as soon as
practicable, give the Trustee notice to such
effect, and the Trustee will deliver to DTC, through
DTC's Participant Terminal System, a cancellation
message to such effect by no later than 2:00 P.M.
on the Business Day immediately preceding the
scheduled settlement date provided the Trustee has
received such notice from the Company by noon on
the Business Day immediately preceding the
settlement date.
Failure to Settle: If the Trustee fails to enter an SDFS deliver order
with respect to a Book-Entry Note pursuant to
Settlement Procedure "G", the Trustee may upon
approval of the Company deliver to DTC, through
DTC's Participant Terminal System, as soon as
practicable, a withdrawal message instructing DTC to
debit such Book-Entry Note to the Trustee's
participant account. DTC will process the
withdrawal message, provided that the Trustee's
participant account contains a principal amount of
the Global Security representing such Book-Entry
Note that is at least equal to the principal amount
to be debited. If a withdrawal message is processed
with respect to all the Book-Entry Notes
<PAGE>
represented by a Global Security, the Trustee will
cancel such Global Security in accordance with the
Indenture and so advise the Company and the Trustee
will make appropriate entries in its records. The
CUSIP number assigned to such Global Security
shall, in accordance with CUSIP Service Bureau
procedures, be canceled and not immediately
reassigned. If a withdrawal message is processed
with respect to one or more, but not all, of the
Book-Entry Notes represented by a Global Security,
the Trustee will exchange such Book-Entry Note for
two Global Securities, one of which shall represent
such Book-Entry Notes and shall be canceled
immediately after issuance and the other of which
shall represent the other Book-Entry Notes
previously represented by the surrendered Global
Security and shall bear the CUSIP number of the
surrendered Global Security.
If the purchase price for any Book-Entry Note is
not timely paid to the Participants with respect to
such Note by the beneficial purchaser thereof (or
a Person, including an indirect participant in DTC,
acting on behalf of such purchaser), such
Participants and, in turn, the Presenting Agent will
promptly advise the Trustee and may enter SDFS
deliver orders through DTC's Participant Terminal
System reversing the orders entered pursuant to
Settlement Procedures "H" and "G", respectively.
Thereafter, the Trustee will deliver the withdrawal
message and take the related actions described in
the preceding paragraph. If such failure shall
have occurred for any reason other than a default
by the Presenting Agent in the performance of its
obligations hereunder and under the Agency
Agreement, then the Company will reimburse the
Presenting Agent or the Trustee, as applicable, on
an equitable basis for the loss of the use of the
funds during the period when they were credited to
the account of the Company. Notwithstanding the foregoing, upon any
failure to settle with respect to a Book-Entry Note, DTC may take any
actions in accordance with its SDFS operating procedures then in
effect. In the event of a failure to settle with respect to one or
more, but not all, of the Book-Entry Notes to have been represented
by a Global Security, the Trustee will provide, in accordance with
Settlement Procedure "E", for the authentication and issuance of a
Global Security representing the other Book-Entry Notes to have been
represented by such Global Security and will make appropriate entries
in its records.
Trustee Not to Nothing herein shall be deemed to
Risk Funds: require the Trustee to risk or expend its own funds
in connection with any payment to the Company, DTC,
the Agents or the purchaser, it being understood by
all parties that payments made by the Trustee to
the Company, DTC, the Agents or the purchaser shall
be made only to the extent that funds are provided
to the Trustee for such purpose.
Authenticity of No Agent will have any obligation
Signatures: or liability to the Company or the Trustee in
<PAGE>
respect of the authenticity of the signature of any
officer, employee or agent of the Company or the
Trustee on any Book-Entry Note.
Payment of Each Agent shall forward to the
Expenses: Company, on a monthly basis, a statement of the
reasonable out-of-pocket expenses incurred by such
Agent during that month that are reimbursable to it
pursuant to the terms of the Agency Agreement. The
Company will remit payment to the Agents currently
on a monthly basis.
Advertising The Company will determine with the
Costs: Agents the amount of advertising that may be
appropriate in soliciting offers to purchase the
Book-Entry Notes. Advertising expenses will be
paid by the Company.
PART II
Administrative Procedures for Certificated Notes
The Trustee will serve as registrar and transfer agent
in connection with the Certificated Notes.
Issuance: Each Certificated Note will be dated and issued as
of the date of its authentication by the Trustee.
Each Certificated Note will bear an Original Issue
Date, which will be (i) with respect to an original
Certificated Note (or any portion thereof), its
original issuance date (which will be the
settlement date) and (ii) with respect to any
Certificated Note (or portion thereof) issued
subsequently upon transfer or exchange of a
Certificated Note or in lieu of a destroyed, lost or
stolen Certificated Note, the Original Issue Date
of the predecessor Certificated Note, regardless of
the date of authentication of such subsequently
issued Certificated Note.
Registration: Certificated Notes will be issued only in fully
registered form without coupons.
Transfers and A Certificated Note may be presented
Exchanges: for transfer or exchange at the
principal corporate trust office in the City of New
York of the Trustee. Certificated Notes will be
exchangeable for other Certificated Notes having
identical terms but different authorized
denominations without service charge. Certificated
Notes will not be exchangeable for Book-Entry Notes.
Maturities: Each Certificated Note will mature on
a date not less than three years nor more than
thirty years after the settlement date for such
Note.
Denominations: The denomination of any Certificated
Note will be a minimum of $100,000 or any amount in
<PAGE>
excess thereof that is an integral multiple of
$1,000, except that upon the exchange of a Global
Security for individual Notes, Notes may be issued
in denominations of $1,000 or integral multiplies
thereof.
Interest: General. Interest, if any, on each
Certificated Note will accrue from the original
issue date for the first interest period or the
last date to which interest has been paid, if any,
for each subsequent interest period, and will be
calculated and paid in the manner described in such
Note and the Indenture. Unless otherwise specified
therein, each payment of interest on a Certificated
Note will include interest accrued to but excluding
the Interest Payment Date or to but excluding
Maturity or the Redemption Date (other than a
Maturity or the Redemption Date of a Certificated
Note occurring on the 31st day of a month, in which
case such payment of interest will include interest
accrued to but excluding the 30th day of such
month).
Regular Record Dates. The Regular Record Dates
with respect to any Interest Payment Date shall be
the date fifteen calendar days immediately
preceding such Interest Payment Date.
Certificated Notes. Unless otherwise specified
pursuant to Settlement Procedure "A" below or in
the applicable Pricing Supplement, interest
payments on Certificated Notes will be made
semiannually on February 15 and August 15 of each
year, and at Maturity or the Redemption Date;
provided, however, that in the case of a
Certificated Note issued between a Regular Record
Date and an Interest Payment Date, the first
interest payment will be made on the Interest
Payment Date following the next succeeding Regular
Record Date.
Calculation of Interest on Certificated Notes
Interest: (including interest for partial
periods) will be calculated on the basis of a
360-day year of twelve 30-day months.
Payments of The Trustee will, following receipt
Principal and of funds from the Company, pay the
Interest: principal amount and premium, if any,
of each Certificated Note at Maturity
or the Redemption Date upon presentation of such
Certificated Note to the Trustee. Such payment,
together with payment of interest due at Maturity or
the Redemption Date of such Certificated Note, will
be made in funds available for immediate use by the
Trustee and in turn by the Holder of such
Certificated Note. Certificated Notes presented to
the Trustee at Maturity or the Redemption Date for
payment will be canceled by the Trustee in
accordance with the Indenture. All interest
<PAGE>
payments on a Certificated Note (other than
interest due at Maturity or the Redemption Date)
will be made by check drawn on the Trustee (or
another Person appointed by the Trustee) and mailed
by the Trustee to the Person entitled thereto as
provided in such Note and the Indenture; provided,
however, that the holder of $10,000,000 or more of
Certificated Notes with similar tenor and terms
will be entitled to receive payment by wire
transfer in U.S. dollars. Following each Regular
Record Date and Special Record Date, the Trustee
will furnish the Company with a list of interest
payments to be made on the following Interest
Payment Date for each Certificated Note and in
total for all Certificated Notes. Interest at
Maturity or the Redemption Date will be payable to
the Person to whom the payment of principal and
premium, if any, is payable. The Trustee will
provide monthly to the Company lists of principal,
premium, if any, and interest, to the extent
ascertainable, to be paid on Certificated Notes
maturing (on a Maturity or Redemption Date or
otherwise) in the next month.
The Trustee will be responsible for withholding
taxes on interest paid on Certificated Notes as
required by applicable law.
If any Interest Payment Date for or the Maturity or
the Redemption Date of a Certificated Note is not a
Business Day, the payment due on such day shall be
made on the next succeeding Business Day and no
interest shall accrue on such payment for the
period from and after such Interest Payment Date,
Maturity or the Redemption Date, as the case may be.
Procedure for Rate The Company and the Agents will
Setting and discuss from time to time the
Posting: aggregate principal amount of, the
issuance price of, and the interest rates to be
borne by, Notes that may be sold as a result of the
solicitation of orders by the Agents. If the
Company decides to set prices of, and rates borne
by, any Notes in respect of which the Agents are to
solicit orders (the setting of such prices and
rates to be referred to herein as "posting") or if
the Company decides to change prices or rates
previously posted by it, it will promptly advise
the Agents of the prices and rates to be posted.
Acceptance and Unless otherwise instructed by the
Rejection of Company, each Agent will advise the
Orders: Company promptly by telephone of all
orders to purchase Certificated Notes received by
such Agent, other than those rejected by it in
whole or in part in the reasonable exercise of its
discretion. Unless otherwise agreed by the Company
and the Agents, the Company has the sole right to
accept orders to purchase Certificated Notes and may
reject any such orders in whole or in part.
<PAGE>
Preparation of If any order to purchase a
Pricing Certificated Note is accepted by or on
Supplement: behalf of the Company, the Company
will prepare a pricing supplement (a "Pricing
Supplement") reflecting the terms of such Certified
Note and will arrange to have ten copies thereof
filed with the Commission in accordance with the
applicable paragraph of Rule 424(b) under the Act
and will supply at least ten copies thereof (and
additional copies if requested) to the Agent which
presented the order (the "Presenting Agent"). The
Presenting Agent will cause a Prospectus and Pricing
Supplement to be delivered to the purchaser of such
Certificated Note.
In each instance that a Pricing Supplement is
prepared, the Presenting Agent will affix the
Pricing Supplement to Prospectuses prior to their
use. Outdated Pricing Supplements (other than
those retained for files), will be destroyed.
Suspension of Subject to the Company's representa-
Solicitation; tions, warranties and covenants
Amendment or contained in the Agency Agreement, the
Supplement: Company may instruct the Agents to
suspend at any time for any period of time or
permanently, the solicitation of orders to purchase
Certificated Notes. Upon receipt of such
instructions, the Agents will forthwith suspend
solicitation until such time as the Company has
advised them that such solicitation may be resumed.
In the event that at the time the Company suspends
solicitation of purchases there shall be any orders
outstanding for settlement, the Company will
promptly advise the Agents and the Trustee whether
such orders may be settled and whether copies of the
Prospectus as in effect at the time of the
suspension, together with the appropriate Pricing
Supplement, may be delivered in connection with the
settlement of such orders. The Company will have
the sole responsibility for such decision and for
any arrangements that may be made in the event that
the Company determines that such orders may not be
settled or that copies of such Prospectus may not
be so delivered.
If the Company decides to amend or supplement the
Registration Statement or the Prospectus, it will
promptly advise the Agents and furnish the Agents
with the proposed amendment or supplement and with
such certificates and opinions as are required, all
to the extent required by and in accordance with
the terms of the Agency Agreement. Subject to the
provisions of the Agency Agreement, the Company may
file with the Commission any supplement to the
Prospectus relating to the Notes. The Company will
provide the Agents with copies of any such
supplement, and confirm to the Agents that such
supplement has been filed with the Commission
pursuant to the applicable paragraph of Rule 424(b).
<PAGE>
Procedure for When the Company has determined to
Rate Changes: change the interest rates of
Certificated Notes being offered, it will promptly
advise the Agents and the Agents will forthwith
suspend solicitation of orders. The Agents will
telephone the Company with recommendations as to
the changed interest rates. At such time as the
Company has advised the Agents of the new interest
rates, the Agents may resume solicitation of
orders. Until such time only "indications of
interest" may be recorded. Within two business
days after any sale of Notes, the Company will file
with the Securities and Exchange Commission a
Pricing Supplement to the Prospectus relating to
such Notes that reflects the applicable interest
rates and other terms and will deliver copies of
such Pricing Supplement to the Agents.
Delivery of A copy of the Prospectus and a Pricing
Prospectus: Supplement relating to a Certificated
Note must accompany or precede the earliest of any
written offer of such Certificated Note,
confirmation of the purchase of such Certificated
Note and payment for such Certificated Note by its
purchaser. If notice of a change in the terms of
the Certificated Notes is received by the Agents
between the time an order for a Certificated Note is
placed and the time written confirmation thereof is
sent by the Presenting Agent to a customer or his
agent, such confirmation shall be accompanied by a
Prospectus and Pricing Supplement setting forth the
terms in effect when the order was placed. Subject
to "Suspension of Solicitation; Amendment or
Supplement" above, the Presenting Agent will
deliver a Prospectus and Pricing Supplement as
herein described with respect to each Certificated
Note sold by it. The Company will make such
delivery if such Certificated Note is sold directly
by the Company to a purchaser (other than any
Agent).
Confirmation: For each order to purchase a
Certificated Note solicited by any Agent and
accepted by or on behalf of the Company, the
Presenting Agent will issue a confirmation to the
purchaser, with a copy to the Company, setting
forth the details set forth above and delivery and
payment instructions.
Settlement: The receipt by the Company of
immediately available funds in exchange for an
authenticated Certificated Note delivered to the
Presenting Agent and the Presenting Agent's
delivery of such Certificated Note against receipt
of immediately available funds shall, with respect
to such Certificated Note, constitute "settlement".
All Orders accepted by the Company will be settled
on the fifth Business Day following the date of
sale pursuant to the timetable for settlement set
forth below, unless the Company and the purchaser
<PAGE>
agree to settlement on another day which shall be
no earlier than the next Business Day following the
date of sale.
Settlement Settlement Procedures with regard to
Procedures: each Certificated Note sold by the
Company through any Agent, as agent, shall be as
follows:
A. The Presenting Agent will advise the Company
by telephone of the following settlement
information:
1. Name in which such Certificated Note is
to be registered ("Registered Owner").
2. Address of the Registered Owner and
address for payment of principal and
interest.
3. Taxpayer identification number
of the Registered Owner (if available).
4. Principal amount.
5. Maturity Date.
6. Interest Rate.
7. Interest Payment Dates.
8. Redemption provisions, if any.
9. Settlement date.
10. Price.
11. Presenting Agent's commission,
determined as provided in Section 2 of
the Agency Agreement.
12. Whether such Certificated Note is
issued at an original issue discount
("OID"), and, if so, the total amount
of OID, the yield to maturity and the
initial accrual period OID.
B. The Company will advise the Trustee by
electronic transmission (confirmed in writing
at any time on the sale date) of the
information set forth in Settlement Procedure
"A" above and the name of the Presenting
Agent. Each such communication by the
Company shall constitute a representation and
warranty by the Company to the Trustee and
the Agents that (i) such Certificated Note is
then, and at the time of issuance and sale
thereof will be, duly authorized for issuance
and sale by the Company, (ii) such
Certificated Note will conform with the terms
of the Indenture, (iii) after giving effect
<PAGE>
to the issuance of such Certificated Note and
any other Securities (as defined in the
Agency Agreement) to be issued on or prior to
the settlement date for the sale of such
Certificated Note, the aggregate amount of
Securities which have been issued and sold by
the Company will not exceed the amount of
Securities registered under the Registration
Statement (as defined in the Agency
Agreement) and (iv) upon authentication and
delivery of such Certificated Note, the
aggregate principal amount of all Notes
issued under the Indenture will not exceed
$540,000,000 or the equivalent thereof in
other currencies (except for Global
Securities or Notes authenticated and
delivered upon registration of transfer of,
in exchange for, or in lieu of Global
Securities or Notes, as the case may be,
pursuant to Sections 2.04, 3.05, 3.06, 3.07,
or 9.03 of the Indenture).
C. The Company will deliver to the Trustee a
pre-printed four-ply packet for such
Certificated Note, which packet will contain
the following documents in forms that have
been approved by Company, the Agents and the
Trustee:
1. Certificated Note with customer
confirmation.
2. Stub One - For Trustee.
3. Stub Two - For Agent.
4. Stub Three - For the Company.
D. The Trustee will complete such Certificated
Note and will authenticate such Certificated
Note and deliver it (with the confirmation)
and Stubs One and Two to the Presenting
Agent, and the Presenting Agent will
acknowledge receipt of the Note by stamping or
otherwise marking Stub One and returning it
to the Trustee. Such delivery will be made
only against such acknowledgment of receipt
and evidence that instructions have been
given by the Presenting Agent for payment to
the account of the Company at Shawmut Bank
Connecticut, National Association, 777 Main
Street, Hartford, Connecticut 06115, in funds
available for immediate use, of an amount
equal to the price of such Certificated Note
less the Presenting Agent's commission. In
the event that the instructions given by the
Presenting Agent for payment to the account
of the Company are revoked, the Company will
as promptly as possible wire transfer to the
account of the Presenting Agent an amount of
<PAGE>
immediately available funds equal to the
amount of such payment made.
E. The Presenting Agent will deliver
such Certificated Note (with the
confirmation) to the customer against payment
in immediately payable funds. The Presenting
Agent will obtain the acknowledgement of
receipt of such Certificated Note by
retaining Stub Two.
F. The Trustee will send Stub Three to the
Company by first-class mail.
Settlement For orders of Certificated Notes
Procedures solicited by any Agent, as agent,
Timetable: and accepted by the Company,
Settlement Procedures "A"
through "F" set forth above shall be
completed on or before the respective times
(New York City time) set forth below:
Settlement
Procedure Time
A 2:00 P.M. on the day
before
settlement
B-C 3:00 P.M. on the day
before
settlement
D 2:15 P.M. on
settlement
date
E 3:00 P.M. on
settlement
date
F 5:00 P.M. on
settlement
date
Failure to If a purchaser fails to accept
Settle: delivery of and make payment for any
Certificated Note, the Presenting Agent will notify
the Company and the Trustee by telephone and return
such Certificated Note to the Trustee. Upon
receipt of such notice, the Company will
immediately wire transfer to the account of the
Presenting Agent an amount equal to the amount
previously credited to the account of Company in
respect of such Certificated Note. Such wire
transfer will be made on the settlement date, if
possible, and in any event not later than the
Business Day following the settlement date. If the
failure shall have occurred for any reason other
than a default by the Presenting Agent in the
performance of its obligations hereunder and under
the Agency Agreement, then the Company will
reimburse the Presenting Agent on an equitable
<PAGE>
basis for its loss of the use of the funds during
the period when they were credited to the account
of the Company. Immediately upon receipt of the
Certificated Note in respect of which such failure
occurred, the Trustee will cancel such Certificated
Note in accordance with the Indenture and so advise
the Company and the Trustee, and the Trustee will
make appropriate entries in its records.
Authenticity of No Agent will have any obliga-
Signatures: tion or liability to the Company
or the Trustee in respect of the authenticity of
the signature of any officer, employee or agent of
the Company or the Trustee on any Certificated Note.
Payment of Each Agent shall forward to the
Expenses: Company, on a monthly basis, a
statement of the reasonable out-of-pocket expenses
incurred by such Agent during that month that are
reimbursable to it pursuant to the terms of the
Agency Agreement. The Company will remit payment
to the Agents currently on a monthly basis.
Advertising Costs The Company will determine with the
Agents the amount of advertising that may be
appropriate in soliciting orders to purchase the
Certificated Notes. Advertising expenses will be
paid by the Company.
SCHEDULE I
The following schedule is for the Notes sold on an agency
basis. The fees, discounts or commissions applicable to any sale pursuant to
a Terms Agreement will be set forth in such Terms Agreement.
Commissions:
The Company agrees to pay each Agent a commission equal to the
following percentage of the principal amount of each Note sold by such Agent:
Term Commission Rate
3 years to less than 4 years .450%
4 years to less than 5 years .525%
5 years to less than 10 years .625%
10 years to less than 12 years .650%
12 years to less than 15 years .675%
15 years to less than 20 years .750%
20 years to 30 years .875%
Address for Notice to you:
<PAGE>
Notices to Lehman Brothers Inc. shall be directed to it at 3
World Financial Center, 12th Floor, NY, NY 10285-1200, Attention of the
Medium-Term Note Department.
Notices to Goldman, Sachs & Co. shall be directed to it at 85
Broad Street, New York, New York 10004, Attention of the Medium-Term Note Desk.
Notices to Salomon Brothers Inc shall be directed to it at
Seven World Trade Center, New York, New York 10048, Attention of the
Medium-Term Note Department.
EXHIBIT B
Southern New England Telecommunications Corporation
Medium-Term Notes, Series 2
Due from Three to Thirty Years from Date of Issue
TERMS AGREEMENT
________, 199__
Southern New England
Telecommunications Corporation
127 Church Street, 10th Floor
New Haven, Connecticut 06510
Attention: Treasurer
Dear Sirs:
Subject in all respects to the terms and conditions of the
Selling Agency Agreement (the "Agreement") dated June __, 1995, among Lehman
Brothers Inc., Goldman, Sachs & Co. and Salomon Brothers Inc. and you, the
undersigned agrees to purchase the following Notes of Southern New England
Telecommunications Corporation:
Aggregate Principal Amount:
Interest Rate:
Date of Maturity:
Interest Payment Dates:
Regular Record Dates:
Price to Public: % of Principal Amount [plus
accrued interest from
<PAGE>
, 199 ]
Underwriting Discount:
Price to Company:
Purchase Date and Time:
Place for Delivery of Notes
and Payment Therefor:
Method of Payment:
The documents referred to in
clauses (i)-(v) of Section 6(b) of
the Agreement shall be delivered in
connection with this Terms Agreement.
Modification, if any, in
the requirements to
deliver the documents
specified in Section 6(b)
of the Agreement:
Period during which additional
Notes may not be sold pursuant
to Section 4(m) of the Agreement:
[Purchaser]
By:
Accepted:
Southern New England
Telecommunications Corporation
By:
Southern New England
Telecommunications Corporation
227 Church Street
New Haven, Connecticut 06510
Phone (203) 771-2110
Madelyn M. DeMatteo
Vice President, General Counsel and
Secretary
June 9, 1995
Southern New England
Telecommunications Corporation
227 Church Street
New Haven, Connecticut 06506
Attention: Daniel J. Miglio, Chairman and CEO
Ladies and Gentlemen:
With reference to the Registration Statement which
Southern New England Telecommunications Corporation (herein
referred to as the "Company") is filing with the Securities
and Exchange Commission, (herein referred to as the "SEC"),
under the Securities Act of 1933, as amended, relating to
$470,000,000 principal amount of unsecured notes (herein
referred to as the "Notes"), to be issued under an indenture
dated as of June xx, 1995 between the Company and Shawmut
Bank Connecticut, National Association, as Trustee (herein
referred to as the "Indenture"), it is my opinion that:
1. The Company is a corporation in good standing,
duly organized and validly existing under the laws of
the State of Connecticut and has power to authorize,
create and issue the Notes.
2. All necessary corporate action has been duly taken
to authorize: (a) the execution and delivery of the
Indenture, and (b) the issuance of the Notes, subject
to approval by the Pricing and Execution Committee of
the interest rates and other terms of the Notes.
3. The Indenture, when duly executed, will be a valid
and binding agreement, enforceable in accordance with
its terms, except as enforcement of the terms thereof
may be limited by bankruptcy, insolvency or similar
laws affecting the enforcement of creditors' rights
generally and by the availability of equitable
remedies; and the Notes, when duly executed, registered
and authenticated pursuant to the Indenture and
delivered against payment thereof, will be legal,
Daniel J. Miglio
Page 2
June 9, 1995
valid and binding obligations of the Company,
enforceable in accordance with their terms and entitled
to the benefits of the Indenture, except as enforcement
of the terms thereof may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of
creditors' rights generally and by the availability of
equitable remedies.
I hereby consent to the filing of this opinion with the
SEC in connection with the filing of said Registration
Statement referred to above. I further consent to the
statements with respect to my opinion and shareholdings
appearing in the Prospectus under the heading "Legal Opinions".
Very truly yours,
/s/ Madelyn M. DeMatteo
Madelyn M. DeMatteo
Secretary
<TABLE>
Southern New England Telecommunications Corporation
Computations of Ratio of Earnings to Fixed Charges
(Dollars in Millions)
<CAPTION>
For the 3
Months Ended For the Year Ended December 31,
3/31/95 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C> <C>
Earnings:
Income (loss) from continuing operations
before income taxes (A) $76.6 $299.5 ($87.8) $269.4 $214.1 $217.6
Interest on indebtedness (B) 17.8 72.9 88.9 95.3 108.9 98.4
Portion of rents representative of the
interest factor 2.9 11.0 11.8 13.3 12.7 11.5
Earnings (1) $97.3 $383.4 $12.9 $378.0 $335.7 $327.5
Fixed Charges:
Interest on indebtedness (B) $17.8 $72.9 $88.9 $95.3 $108.9 $98.4
Portion of rents representative of the
interest factor 2.9 11.0 11.8 13.3 12.7 11.5
Fixed Charges (2) $20.7 $83.9 $100.7 $108.6 $121.6 $109.9
Ratio of earnings to fixed charges
[(1) divided by (2)] 4.70 4.57 0.13 3.48 2.76 2.98
<FN>
<F1>
(A) 1993 includes a before-tax restructuring charge of $355.0 million.
<F2>
(B) Includes amortization of debt issuance costs, discount and premium as
well as amortization of issue, discount, call and tender costs of
refinanced issues which have been deferred in accordance with regulatory
accounting practices.
</FN>
</TABLE>
Coopers Coopers & Lybrand L.L.P.
& Lybrand a professional services firm
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-3 of our reports dated January 24, 1995, on our audits of the
consolidated financial statements and the financial statement schedule of
the Southern New England Telecommunications Corporation as of December 31,
1994 and 1993 and for the three years in the period ended December 31, 1994,
which reports are included in or incorporated by reference in the
Corporation's Annual Report on Form 10-K. We also consent to the
reference to our Firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
New Haven, Connecticut
June 8, 1995
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Southern New England Telecommunications Corporation,
a Connecticut corporation ("Corporation"), proposes to file shortly with
the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended ("Act"), a registration statement for
the registration, under said Act, of $470,000,000 of one or more issues
of debt securities to consist of Notes of the Corporation; and
WHEREAS, each of the undersigned is an officer or director, or both,
of the Corporation, and holds the office, or offices, in the
Corporation herein below indicated under their name, respectively.
NOW, THEREFORE, the undersigned, and each of them, hereby constitutes
and appoints Madelyn M. DeMatteo their attorney-in-fact for them and in their
name, place and stead, and in each of their offices and capacities with
the Corporation, to sign and file such registration statement and any and
all additional post-effective amendments in connection with the Corporation's
Shareholder Dividend Reinvestment and Stock Purchase Plan, including
prospectuses and amendments thereto, and the exhibits thereto, hereby
giving and granting to said attorney full power and authority to do and
perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as
they might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorney may or shall lawfully
do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF each of the undersigned has executed this Power of
Attorney this 8th day of March, 1995.
Principal Executive Officers: Directors:
/s/ D. J. Miglio /s/ F. G. Adams
D. J. Miglio F. G. Adams, Director
Chairman, President and
Chief Executive Officer
/s/ William F. Andrews
William F. Andrews, Director
/s/ Donald R. Shassian
Donald R. Shassian
Senior Vice President and
Chief Financial Officer /s/ Zoe Baird
Zoe Baird, Director
/s/ Robert L. Bennett
Robert L. Bennett, Director
/s/ Barry M. Bloom
Barry M. Bloom, Director
/s/ F. J. Connor
F. J. Connor, Director
/s/ William R. Fenoglio
William R. Fenoglio, Director
/s/ J. R. Greenfield
J. R. Greenfield, Director
/s/ Burton G. Malkiel
Burton G. Malkiel, Director
/s/ Frank R. O'Keefe, Jr.
Frank R. O'Keefe, Jr., Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Southern New England Telecommunications Corporation, a
Connecticut corporation (hereinafter referred to as the "Corporation"),
proposes to file shortly with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as amended
("Act"), a registration statement for the registration, under said
Act, of $470,000,000 of one or more issues of debt securities to
consist of Notes of the Corporation; and
WHEREAS, the undersigned is director of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Madelyn M. DeMatteo his attorney-in-fact for him and in his name, place
and stead, and in his capacity as director of the Corporation, to sign
and file such registration statement and any and all additional
post-effective amendments in connection wit the Corporation's Shareholder
Dividend Reinvestment and Stock Purchase Plan, including prospectuses
and amendments thereto, and the exhibits thereto, hereby giving and
granting to said attorney full power and authority to do and perform
all and every act and thing whatsoever requisite and necessary to be done
in and about the premises, as fully to all intents and purposes, as the
undersigned might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorney may or shall
lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF the undersigned has executed this Power of
Attorney this 12th day of April, 1995.
/s/ Richard H. Ayers
Richard H. Ayers, Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Southern New England Telecommunications Corporation, a
Connecticut corporation (hereinafter referred to as the "Corporation"),
proposes to file shortly with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as amended,("Act"),
a registration statement for the registration, under said Act,
of $470,000,000 of one or more issues of debt securities to consist
of Notes of the Corporation; and
WHEREAS, the undersigned is director of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Madelyn M. DeMatteo her attorney-in-fact for her and in her name, place
and stead, and in her capacity as director of the Corporation, to sign
and file such registration statement and any and all additional
post-effective amendments in connection with the Corporation's Shareholder
Dividend Reinvestment and Stock Purchase Plan, including prospectuses
and amendments thereto, and the exhibits thereto, hereby giving and granting
to said attorney full power and authority to do and perform all and every
act and thing whatsoever requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorney may or shall lawfully do,
or cause to be done, by virtue hereof.
IN WITNESS WHEREOF the undersigned has executed this Power of
Attorney this 8th day of March, 1995.
/s/ Claire L. Gaudiani
Claire L. Gaudiani, Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Southern New England Telecommunications Corporation, a
Connecticut corporation (hereinafter referred to as the "Corporation"),
proposes to file shortly with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as amended,("Act"),
a registration statement for the registration, under said Act,
of $470,000,000 of one or more issues of debt securities to consist
of the Notes of the Corporation; and
WHEREAS, the undersigned is an officer of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Madelyn M. DeMatteo his attorney-in-fact for him and in his name, place
and stead, and in his capacity as officer of the Corporation, to sign
and file such registration statement and any and all additional
post-effective amendments in connection with the Corporation's Shareholder
Dividend Reinvestment and Stock Purchase Plan, including prospectuses
and amendments thereto, and the exhibits thereto, hereby giving and granting
to said attorney full power and authority to do and perform all and every
act and thing whatsoever requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorney may or shall lawfully do,
or cause to be done, by virtue hereof.
IN WITNESS WHEREOF the undersigned has executed this Power of
Attorney this 25th day of May, 1995.
/s/ J. A. Sadek
J. A. Sadek
Vice President and Comptroller
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM T-1
----------
STATEMENT OF ELIGIBILITY AND QUALIFICATION 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)
SHAWMUT BANK CONNECTICUT NATIONAL ASSOCIATION
---------------------------------------------------------
(Exact name of trustee as specified in its charter)
<TABLE>
<S> <C>
Not applicable 06-0850628
- ------------------------------- -----------------------------
(State of incorporation (I.R.S. Employer
if not a national bank) Identification No.)
777 Main Street, Hartford, Connecticut 06115
- ---------------------------------------- -----------------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
Patricia Beaudry, 777 Main Street, Hartford, CT 203-728-2065
--------------------------------------------------------------
(Name, address and telephone number of agent for service)
SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION
---------------------------------------------------
(Exact name of obligor as specified in its charter)
<TABLE>
<S> <C>
Connecticut 06-1157778
- ------------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
227 Church Street
New Haven, Connecticut 06510
- ---------------------------------------- -----------------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
Debt Securities
------------------------------------------------------------------
(Title of the indenture securities)
<PAGE>
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject,
The Comptroller of the Currency,
Washington, D.C.
Federal Reserve Bank of Boston
Boston, Massachusetts
Federal Deposit Insurance Corporation
Washington, D.C.
(b) Whether it is authorized to exercise
corporate trust powers:
The trustee is so authorized.
Item 2. Affiliations with obligor and underwriter. If the obligor or
any underwriter for the obligor is an affiliate of the trustee,
describe each such affiliation.
None with respect to the trustee; none with respect to Hartford
National Corporation, Shawmut Corporation, Shawmut National
Corporation and Shawmut Service Corporation (the "affiliates").
Item 16. List of exhibits.
List below all exhibits filed as a part of this statement of
eligibility and qualification.
(1) A copy of the Articles of Association of the trustee as
now in effect.
(2) A copy of the Certificate of Authority of the trustee
to do business.
(3) A copy of the Certification of Fiduciary Powers of the
trustee.
(4) A copy of the By-Laws of the trustee as now in effect.
(5) Consent of the trustee required by Section 321(b)
of the Act.
(6) A copy of the latest Consolidated Reports of Condition
and Income of the trustee published pursuant to law or
the requirements of its supervising or examining authority.
<PAGE>
NOTES
In as much as this Form T-1 is filed prior to the ascertainment by the trustee
of all facts on which to base answers to Item 2, the answers to said Items are
based upon imcomplete information. Said Items may, however, be considered
correct unless amended by an amendment to this Form T-1.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939,
the trustee, Shawmut Bank Connecticut, National Association, a national banking
association organized and existing under the laws of the United States, has
duly caused this statement of eligibility and qualification to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Hartford, and State of Connecticut, on the 9th day of June, 1995.
SHAWMUT BANK CONNECTICUT,
NATIONAL ASSOCIATION
Trustee
By: /s/ KATHY A. LARIMORE
-------------------------
Its Assistant Vice President
<PAGE>
EXHIBIT 1
ARTICLES OF ASSOCIATION
SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION
FIRST. The title of this Association, which shall carry on the business of
banking under the laws of the United States, shall be "Shawmut Bank
Connecticut, National Association".
SECOND. The main office of the Association shall be in Hartford, County of
Hartford, State of Connecticut. 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 (5) nor more than twenty-five (25) shareholders, the exact number of
directors within such minimum and maximum limits 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.
Unless otherwise provided by the laws of the United States, any vacancy in the
board of directors for any reason, including an increase in the number thereof,
may be filled by action of the board of directors.
FOURTH. The annual meeting of the shareholders for the election of directors
and the transaction of whatever other business may be brought before said
meeting shall be held at the main office or such other place as the board of
directors may designate, on the day of each year specified therefor in the
bylaws, but if no election is held on that day, it may be held on any
subsequent day according to the provisions of law; and all elections shall be
held according to such lawful regulations as may be prescribed by the board of
directors.
FIFTH. The authorized amount of capital stock of this Association shall be
three million five hundred thousand (3,500,000) shares of common stock of the
par value of six and 25/100 dollars ($6.25) each, 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.
No holder of shares of the capital stock of any class of the corporation shall
have any pre-emptive or preferential right of subscription to any shares of any
class of stock of the corporation, whether now or hereafter authorized, or to
any obligations convertible into stock of the corporation, issued or sold, nor
any right of subscription to any thereof other than such, if any, as the board
of directors, in its discretion, may from time to time determine and at such
price as the board of directors may from time to time fix.
The Association, at any time and from time to time, may authorize and issue
debt obligations, whether or not subordinated, without the approval of the
shareholders.
<PAGE>
SIXTH. The board of directors shall appoint one of its members president of
this Association, who shall be chairman of the board, unless the board appoints
another director to be the chairman. The board of directors shall have the
power to appoint one or more vice presidents; and to appoint a secretary 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 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 bylaws 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 within the limits of the City of Hartford,
Connecticut, without the approval of the shareholders 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 three or more
shareholders owning, in the aggregate, not less than ten percent (10%) 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 (10) 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. Any person, his heirs, executors, or administrators may be indemnified
or reimbursed by the Association for reasonable expenses actually incurred in
connection with any action, suit, or proceeding, civil or criminal, to which he
or they shall be made a party by reason of his being or having been a director,
officer, or employee of the Association or any firm, corporation, or
organization which he served in any such capacity at the request of the
Association: provided, that no person shall be so indemnified or reimbursed in
relation to any matter in such action, suit, or proceeding as to which he shall
finally be adjudged to have been guilty of or liable for gross negligence,
willful misconduct or criminal acts in the performance of his duties to the
Association: and, provided further, that no person shall be so indemnified or
reimbursed in relation to any matter in such action, suit, or proceeding which
has been made the subject of a compromise settlement except with the approval
of a court of competent jurisdiction, or the holders of record of a majority of
the outstanding shares of the Association, or the board of directors, acting by
vote of directors not parties to the same or substantially the same action,
suit, or proceeding, constituting a majority of the whole number of directors.
The foregoing right of indemnification or reimbursement shall not be exclusive
of other rights to which such person, his heirs, executors, or administrators
may be entitled as a matter of law.
The Association may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying its directors,
officers and other employees to the extent that such indemnification is allowed
in the preceding paragraph. Such insurance may, but need not, be for the
benefit of all directors, officers, or employees.
ELEVENTH. These articles of association may be amended at any regular or
special meeting of the shareholders by the affirmative vote of the holders of a
majority of the stock of this Association, unless the vote of the holders of
greater amount of stock is required by law, and in that case by the vote of the
holders of such greater amount. The notice of any shareholders' meeting at
which an amendment to the articles of association of this Association is to be
considered shall be given as hereinabove set forth.
I hereby certify that the articles of association of this Association, in their
entirety, are listed above in items first through eleventh.
Secretary/Assistant Secretary
- --------------------------------------------------
Dated at , as of .
--------------------------------------- --------------------
Revision of January 11, 1993
<PAGE>
EXHIBIT 2
[LOGO]
- --------------------------------------------------------------------------------
COMPTROLLER OF THE CURRENCY
ADMINISTRATOR OF NATIONAL BANKS
- --------------------------------------------------------------------------------
Washington, D.C. 20219
CERTIFICATE
I, Eugene A. Ludwig, Comptroller of the Currency, do hereby certify
that:
(1) The Comptroller of the Currency, pursuant to Revised Statutes
324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession,
custody and control of all records pertaining to the chartering, regulation and
supervision of all National Banking Associations.
(2) "Shawmut Bank Connecticut, National Association", Hartford,
Connecticut, (Charter No. 1338), is a National Banking Association formed
under the laws of the United States and is authorized thereunder to transact
the business of banking on the date of this Certificate.
IN TESTIMONY WHEREOF, I have hereunto
subscribed my name and caused my seal of
office to be affixed to these presents at
the Treasury Department, in the City of
Washington and District of Columbia, this
17th day of February, 1995.
/s/ EUGENE A. LUDWIG
----------------------------------
Comptroller of the Currency
<PAGE>
EXHIBIT 3
[LOGO]
- --------------------------------------------------------------------------------
COMPTROLLER OF THE CURRENCY
ADMINISTRATOR OF NATIONAL BANKS
- --------------------------------------------------------------------------------
Washington, D.C. 20219
Certification of Fiduciary Powers
I, Eugene A. Ludwig, Comptroller of the Currency, do hereby certify
the records in this Office evidence "Shawmut Bank Connecticut, National
Association", Hartford, Connecticut, (Charter No. 1338), was granted, under
the hand and seal of the Comptroller, the right to act in all fiduciary
capacities authorized under the provisions of The Act of Congress approved
September 28, 1962, 76 Stat. 668, 12 U.S.C. 92a. I further certify the
authority so granted remains in full force and effect.
IN TESTIMONY WHEREOF, I have hereunto
subscribed my name and caused my seal of
Office of the Comptroller of the Currency
to be affixed to these presents at the
Treasury Department, in the City of
Washington and District of Columbia, this
17th day of February, 1995.
/s/ EUGENE A. LUDWIG
----------------------------------
Comptroller of the Currency
<PAGE>
EXHIBIT 4
BYLAWS
OF
SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1.1 Annual Meeting. The regular annual meeting of the shareholders to
elect directors and transact whatever other business may properly come before
the meeting, shall be held at the main office of the association, city of
Hartford, state of Connecticut or such other places as the board of directors
may designate, at 1:00 o'clock, on the third Wednesday of April of each year,
or if that date falls on a legal holiday in the state in which the association
is located, on the next following banking day. If, for any cause, an election
of directors is not made on that date, or in the event of a legal holiday, on
the next following banking day, an election may be held on any subsequent day
within 60 days of the date fixed, to be designated by the board directors, or,
if the directors fail to fix the date, by shareholders representing two-thirds
of the shares.
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 upon call of the Chairman or at the
written request of shareholders owning, in the aggregate, not less than ten
(10) percent of the stock of the association.
Section 1.3. Notice of Meetings. Unless otherwise provided by the laws of the
United States, a notice of the time, place and purpose of every regular annual
meeting or special meeting of shareholders shall be given by first-class mail,
postage prepaid, mailed at least ten (10) days prior to the date of such
meeting to each shareholder of record at his address as shown upon the books of
the association. If an annual or special shareholders' meeting is adjourned to
a different date, time, or place, notice need not be given of the new date,
time or place, if the new date, time or place is announced at the meeting
before adjournment, unless any additional items of business are to be
considered, or the association becomes aware of an intervening event materially
affecting any matter to be voted on more than 10 days prior to the date to
which the meeting is adjourned. If a new record date for the adjourned meeting
is fixed, however, notice of the adjourned meeting must be given to persons who
are shareholders as of the new record date.
Section 1.4. 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 filed with the records of the meeting. Proxies with
rubber-stamped facsimile signatures may be used and unexecuted proxies may be
counted upon receipt of a confirming telegram from the shareholder. Proxies
meeting the above requirements submitted at any time during a meeting shall be
accepted.
<PAGE>
Section 1.5. Quorum. A majority of the outstanding capital stock, represented
in person or by proxy, shall constitute a quorum at any meeting of
shareholders, but less than a quorum may adjourn any meeting, from time to
time, and the meeting may be held, as adjourned, without further notice.
Section 1.6. Voting. In deciding on questions at meetings of shareholders,
except in the election of directors, each shareholder shall be entitled to one
vote for each share of stock held. A majority of votes cast shall decide each
matter submitted to the shareholders at the meeting except in cases where by
law a larger vote is required.
ARTICLE II
DIRECTORS
Section 2.1. Board of Directors. The board of directors shall manage and
administer the business and affairs of the association. Except as expressly
limited by law, all corporate powers of the association shall be vested in and
may be exercised by the board.
Section 2.2. Number. The board shall consist of not less than five nor more
than twenty-five shareholders, 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 a majority of the shareholders at any
meeting thereof.
Section 2.3. Term. The directors of this association shall hold office for one
year and until their successors are elected and have qualified.
Section 2.4. Oath. Each person elected or appointed a director of this
association must take the oath of such office as prescribed by the laws of the
United States. No person elected or appointed a director of this association
shall exercise the functions of such office until he has taken such oath.
Section 2.5. Honorary Directors. There may not be more than five honorary
directors of the association who shall be entitled to attend meetings of the
board and take part in its proceedings but without the right to vote. Honorary
directors shall be appointed at the annual meeting of the board of directors to
hold office until the next annual meeting provided, however, that the board may
at any regularly constituted meeting between annual meetings of the board of
directors appoint honorary directors within the limitations imposed by this
bylaw.
Section 2.6. Vacancies. Any vacancies occurring in the board of directors for
any reason, including an increase in the number thereof, may be filled, in
accordance with the laws of the United States, by appointment by the remaining
directors, and any director so appointed shall hold office until the next
annual meeting and until his successor is elected and has qualified.
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<PAGE>
Section 2.7. Organization Meeting. The annual meeting of the board of
directors shall be held at the main office of the association to organize the
new board and appoint committees of the board and officers of the association
for the succeeding year, and for transacting such other business as properly
may come before the meeting. Such meeting shall be held on the day of the
election of directors or as soon thereafter as practicable, and, in any event,
within 30 days thereof. If, at the time fixed for such meeting, there shall
not be a quorum, the directors present may adjourn the meeting, from time to
time, until a quorum is obtained.
Section 2.8. Regular Meetings. The regular meetings of the board of directors
shall be held, without notice, at the main office, or at such other place as
has been duly authorized by the board, on such day and at such time as the
board shall determine. When any regular meeting of the board falls upon a
holiday, the meeting shall be held on the next banking business day unless the
board shall designate another day.
Section 2.9. Special Meetings. Special meetings of the board of directors may
be called by the chairman, the president, or at the request of seven or more
directors. Each member of the board of directors shall be given notice stating
the time and place by telegram, letter, or in person, of each special meeting.
Section 2.10. Quorum. A majority of the members of the board shall constitute
a quorum at any meeting. If the number of directors is reduced below the
number that would constitute a quorum, no business may be transacted, except
selecting directors to fill vacancies in conformance with these bylaws. If a
quorum is present, the board of directors may take action through the vote of a
majority of the directors who are in attendance.
Section 2.11. Record Time. The board of directors may fix a day and hour, not
exceeding fifty (50) days preceding the date fixed for the payment of any
dividend or for any meeting of the shareholders as a record time for the
determination of shareholders entitled to receive such dividend, or as the time
as of which shareholders entitled to notice of and to vote at such meeting
shall be determined, as the case may be, and only shareholders of record at the
time so fixed shall be entitled to receive such dividend or to notice of and to
vote at such meeting.
Section 2.12. Fees. All directors other than directors who are officers of the
association or its affiliates shall be entitled to reasonable fees for their
services as such directors and as members of committees of the board, said fees
to be fixed by vote of the board.
ARTICLE III
COMMITTEES OF THE BOARD
Section 3.1. Executive Committee. The board of directors may establish an
executive committee consisting of the chairman, not less than five directors,
not officers, who are appointed by the board, and such other directors as the
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<PAGE>
board may appoint. The board shall designate the chairman thereof. The
Executive Committee shall possess and may exercise such powers as are provided
in these bylaws and all other delegable powers of the board and shall meet at
the call of any member thereof. All action of said committee shall be reported
to the board at the next regular board meeting thereafter. Four members of the
Committee, of whom not less than three shall be directors who are not officers,
shall be necessary to constitute a quorum.
Section 3.2. Loan and Investment Committee. The board of directors shall
establish a loan and investment committee consisting of the chairman, the
president, not less than four directors, not officers, who are appointed by the
board, and such other directors as the board may appoint. The committee shall
ensure that the association's credit and investment policies are adequate and
that lending and investment activities are conducted in accordance with the
association's policies and with applicable laws and regulations. The committee
shall exercise oversight and receive reports with respect to lending activities
and credit risk management. The committee shall also exercise oversight and
receive reports with respect to the association's securities portfolio and
securities portfolio activities to ensure appropriate portfolio
diversification, asset quality, liquidity, and profitability. The committee
shall also have oversight responsibilities with respect to the association's
investment policy, liquidity policy, liquidity contingency planning and
interest rate risk exposure. All action by the committee shall be reported to
the board at the next regular board meeting thereafter. Four members of the
committee, of whom not less than two shall be directors who are not officers,
shall be necessary to constitute a quorum.
Section 3.3. Trust Committee. The board of directors shall establish a trust
committee consisting of the president and not less than four directors, not
officers, who are appointed by the board and such other directors as the board
may appoint. The trust committee shall have authority, between meetings of the
board, to discharge the responsibilities of the association with respect to the
exercise of fiduciary powers, except as the board may by resolution or other
appropriate action otherwise from time to time determine. All action by said
committee shall be reported to the board at the next regular board meeting
thereafter. Four members of the trust committee, of whom at least two shall be
directors who are not officers, shall be necessary to constitute a quorum.
Section 3.4. Audit Committee. The audit committee of Shawmut National
Corporation, no member of whom is an officer of the association, is designated
to oversee the audit affairs of the association. Members of the association's
board of directors, none of whom may be officers of the association, may serve
on the audit committee of Shawmut National Corporation. In addition, the board
may, from time to time, appoint an audit committee consisting of not less than
four members of the board, no one of whom shall be an executive officer of the
association, to perform such audit functions as may be assigned by the board.
The duty of the audit committee shall be to examine at least once during each
calendar year and within 15 months of the last examination of affairs of the
association or cause suitable examination to be made by auditors responsible
only to the board of directors and to report the result of such examination in
writing to the board at the next regular meeting
-4-
<PAGE>
thereafter. Such report shall state whether the association is in a sound
condition, whether fiduciary powers have been administered according to law and
sound fiduciary principles, whether adequate internal controls and procedures
are being maintained, and shall recommend to the board of directors such
changes in the manner of conducting the affairs of the association as shall be
deemed advisable.
Section 3.5. Community Affairs Committee. The board of directors shall
establish a community affairs committee consisting of not less than four
directors and such other persons as shall be appointed by the board. The
community affairs committee shall oversee compliance by the association with
the policies and provisions of the Community Reinvestment Act of 1978, as
amended; shall establish and supervise policies relating to voluntary corporate
contributions and other matters of business and community conduct, all as the
board or the chairman may from time to time specify or request. All actions by
said committee shall be reported to the board at the next regular board meeting
thereafter. Three members of the committee, of whom at least two shall be
directors who are not officers, shall be necessary to constitute a quorum.
Section 3.6. Substitute Committee Members. In the case of the absence of any
member of any committee of the board from any meeting of such committee, the
directors who are not officers and are present at such meeting, or the senior
officer present if no such directors are there, may designate a substitute to
serve in lieu of such absent member. Such substitute need not be a director
unless such absent member is a director, but in any case when the board of
directors shall have designated one or more alternate members for such
committee, the substitute shall be selected from such of said alternates as are
then available.
Section 3.7. Additional Committees. The board of directors may by resolution
designate one or more additional committees, each consisting of two or more of
the directors. Any such additional committee shall have and may exercise such
powers as the board may from time to time prescribe for furthering the business
and affairs of the association.
ARTICLE IV
WAIVER OF NOTICE; WRITTEN CONSENT; PARTICIPATION BY TELEPHONE
Section 4.1. Waiver of Notice. Notice of the time, place and purpose of any
regular meeting of the board of directors or a committee thereof may be waived
in writing by any director or member of such committee, as the case may be,
either before or after such meeting. Attendance in person at a meeting of the
board of directors or a committee thereof shall be deemed to constitute a
waiver of notice thereof.
Section 4.2. Written Consent. Unless otherwise restricted by the articles of
association or these bylaws, any action required or permitted to be taken at
any meeting of the board of directors or a committee thereof may be taken
without a meeting if a consent in writing, setting forth the action to so be
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<PAGE>
taken, shall be signed before or after such action by all of the directors, or
all of the members of a committee thereof, as the case may be. Such written
consent shall be filed with the records of the association.
Section 4.3. Participation by Telephone. One or more directors may participate
in a meeting of the board of directors, of a committee of the board, or of the
shareholders, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in this manner shall constitute presence in person
at such meeting.
ARTICLE V
OFFICERS AND EMPLOYEES
Section 5.1. Officers. The officers of the association shall consist of a
chairman, a president, one or more vice chairmen, one or more executive vice
presidents, one or more senior vice presidents, one or more vice presidents, a
secretary, an auditor and such other officers as may be appropriate for the
prompt and orderly transaction of the business of the association. Any officer
may hold more than one office, except that the chairman and president may not
also serve as secretary. The chairman, the president, any vice chairman, and
the auditor shall be elected annually by the board of directors to serve for
one year and until his successor is elected and qualifies. All other officers
shall be appointed to hold office during the pleasure of the board, which may
in its discretion delegate the authority to appoint and remove any officer or
officers (other than the auditor) below the ranks of president and vice
chairman.
Section 5.2. Chairman. The chairman shall preside or designate the presiding
officer at all meetings of the board of directors and shareholders. The
chairman shall be the chief executive officer of the association unless
otherwise designated by the board, and may have and exercise such further
powers and duties as from time to time may be conferred upon or assigned to the
chairman by the board of directors. The chairman may establish advisory
committees for any branch, region, or division of the association to advise on
the affairs of such branch, region, or division; provided that such advisory
committee members shall not attend meetings of the board of directors or any
committee thereof, and shall not participate in the management of the
association. If at any time the office of chairman shall be vacant, the powers
and duties of that office shall devolve upon the president; if the office of
president shall be vacant, the powers and duties of that office shall devolve
upon the chairman; and if the office of the chairman and president are vacant,
the board shall designate one or more officers of the association to perform
the duties of chairman until such time as a new chairman is appointed.
Section 5.3. President. The president shall have general executive powers and
may also have and exercise such further powers and duties as may be conferred
upon or assigned by the board or the chairman.
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<PAGE>
Section 5.4. Vice Chairman. Each Vice Chairman shall perform such duties as
may be assigned from time to time by the board of directors or the chairman.
Section 5.5. Secretary. The secretary of the association, or other designated
officer of the association, shall keep accurate minutes of all meetings of the
board of directors; shall attend to the giving of all notices required by these
bylaws; shall be custodian of the corporate seal, records, documents and papers
of the association; shall provide for the keeping of proper records of all
transactions of the association; shall have and may exercise any and all other
powers and duties pertaining by law, regulation or practice, or imposed by the
bylaws; and shall also perform such other duties as may be assigned from time
to time, by the board of directors or the chairman.
Section 5.6. Auditor. The general auditor of the association, or his designee,
shall be the officer in charge of auditing. Said officer shall be responsible
for the conduct of a program of continuous audits of the association and all of
its departments and shall make, or cause to be made, further examinations as he
deems necessary or are required from time to time by the responsible audit
committee or the board. Said officer shall report the results of audit
activities periodically to the responsible audit committee or the board.
Section 5.7. Other Officers. All other officers shall perform such duties and
exercise such powers as shall pertain to their respective offices, or as shall
be imposed by law, or as may be conferred upon, or assigned to them by the
board of directors or the chairman.
Section 5.8. Resignation. An officer may resign at any time by delivering
notice to the association. A resignation is effective when the notice is given
unless the notice specifies a later effective date.
ARTICLE VI
SIGNING AUTHORITY
Section 6.1. Signing Authority. Each officer of this association, excluding
the auditor and each other officer whose primary duties are auditing in nature,
shall have authority for and on behalf of this association to execute, deliver,
sign and endorse checks, drafts, pledges, certificates, receipts for money,
warehouse receipts, bills of lading or similar documents, contracts arising in
the ordinary course of the business of the association, bankers' acceptances
made by the association, commercial credits of the association, securities and
property received in trust or for deposit, proxies to vote stock held by the
association in any capacity, petitions, foreclosures and other deeds, powers,
leases, assignments, discharges, releases, extensions, purchase agreements,
conveyances, and other written instruments pertaining to real estate or
interest therein and, where indicated, to affix the corporate seal of the
association to any of the foregoing; to guarantee and witness signatures upon
securities, documents or other written
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<PAGE>
instruments; to purchase, sell, assign, pledge or transfer funds or other
securities of the association or within its control as a fiduciary; and,
subject to the approval of such officer or committee as the board may
designate, to accept trusts and appointments and to execute trust indentures
and any other instruments establishing trusts or making appointments. Each
officer at the level of senior vice president or above, shall be empowered to
authorize another person or persons, whether or not such other person or
persons are officers or employees of the association, to sign or endorse any of
the foregoing documents on behalf of the association in a particular
transaction; but such officer shall by signed entry personally note the fact of
such authorization on the records of the association relating to such
transaction. The officer in charge of the international division of the
association, or in his absence his designee, shall be empowered to authorize
another person or persons, whether or not such other person or persons are
officers or employees of the association, to execute documents and do such
other acts and things as may be required in connection with a particular loan
or extension of credit, proceeding before a court or other judicial or
administrative body, or other transaction; but such officer shall by signed
entry personally note the fact of such authorization on the records of the
association relating to such act or transaction. Any one officer at the level
of senior vice president or above shall have authority for and on behalf of the
association to borrow money. The chairman, the president, any vice chairman,
any executive vice president, and the senior vice president or other officer in
charge of investment administration or such other officers as may be designated
by the chairman may each, acting singly, authorize borrowings and request
advances from any Federal Reserve Bank or any Federal Home Loan Bank, as the
case may be, and may agree with said bank upon appropriate terms and collateral
for such transactions. The officers and other employees of the association
shall have such further signature powers as may be specified by the board of
directors or by the chairman or his designee.
ARTICLE VII
STOCK AND STOCK CERTIFICATES
Section 7.1. Transfers. Shares of stock shall be transferable on the books of
the association, and a transfer book shall be kept in which all transfers of
stock shall be recorded. Every person becoming a shareholder by such transfer
shall in proportion to his or her shares, succeed to all rights of the prior
holder of such shares. The board of directors may impose conditions upon the
transfer of the stock reasonably calculated to simplify the work of the
association with respect to stock transfer, voting shareholder meetings, and
related matters and to protect it against fraudulent transfer.
Section 7.2. Stock Certificates. Certificates of stock shall bear the
signature of the chairman or president (which may be engraved, printed or
impressed), and shall be signed manually or by facsimile process by the
secretary or assistant secretary, and the seal of the association shall be
engraved thereon. Each certificate shall recite on its face that the stock
represented thereby is transferable only upon the books of the association
properly endorsed.
-8-
<PAGE>
ARTICLE VIII
CORPORATE SEAL
Section 8. Corporate Seal. The board of directors shall provide a seal for
the association. The secretary shall have custody thereof and may designate
such other officers as may have counterparts.
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 9.1. Fiscal Year. The fiscal year of the association shall be the
calendar year.
Section 9.2. Records. The articles of association, the bylaws and the
proceedings of all meetings of the shareholders, the board of directors, and
standing committees of the board, shall be recorded in appropriate minute books
provided for that purpose. The minutes of each meeting shall be signed by the
secretary or other officer appointed to act as secretary of the meeting.
ARTICLE X
BYLAWS
Section 10. Amendments. These bylaws may be altered, amended, or added to or
repealed by a vote of a majority of the members of the board then in office at
any meeting, provided that notice thereof shall have been given in the notice
of such meeting.
A true copy
Attest:
Secretary/Assistant Secretary
- ---------------------------------------
Dated at , as of .
--------------------------------------- ----------------------
Revision of January 11, 1993
-9-
<PAGE>
EXHIBIT 5
CONSENT OF THE TRUSTEE
REQUIRED BY SECTION 321(b)
OF THE TRUST INDENTURE ACT OF 1939
The undersigned, as Trustee under the Indenture to be entered into between
Southern New England Telecommunications Corp. and Shawmut Bank Connecticut,
National Association, as Trustee, does hereby consent that, pursuant to Section
321(b) of the Trust Indenture Act of 1939, reports of examinations with respect
to the undersigned by Federal, State, Territorial or District authorities may
be furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
SHAWMUT BANK CONNECTICUT,
NATIONAL ASSOCIATION
as Trustee
By /s/ KATHY A. LARIMORE
-------------------------------
Its: Assistant Vice President
Dated: June 9, 1995
<PAGE>
EXHIBIT 6
<TABLE>
<S> <C>
Board of Governors of the Federal Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance Corporation
OMB Number: 3064-0052
Office of the Comptroller of the Currency
OMB Number: 1557-0081
FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL Expires July 31, 1995
- -----------------------------------------------------------------------------------------------------------------------------
Please refer to page i, / 1 /
[LOGO] Table of Contents, for
the required disclosure
of estimated burden.
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR
A BANK WITH DOMESTIC AND FOREIGN OFFICES--FFIEC 031
(941231)
REPORT AT THE CLOSE OF BUSINESS MARCH 31, 1995 -----------
(RCRI 9999)
This report is required by law: 12 U.S.C. Section 324 (State member banks);
12 U.S.C. Section 1817 (State nonmember banks); and 12 U.S.C. Section 161
(National banks).
This report form is to be filed by banks with branches and consolidation
subsidiaries in U.S. territories and possessions, Edge or Agreement
subsidiaries, foreign branches, consolidated foreign subsidiaries, or
International Banking Facilities.
- --------------------------------------------------------------------------------
NOTE: The Reports of Condition and Income must be signed by an authorized
officer and the Report of Condition must be attested to by not less than two
directors (trustees) for State nonmember banks and three directors for State
member and National banks.
I, Susan E. Lester, E.V.P. and C.F.O.
-----------------------------------------------------------------------------
Name and Title of Officer Authorized to Sign Report
of the named bank do hereby declare that these Reports of Condition and
Income (including the supporting schedules) have been prepared in conformance
with the instructions issued by the appropriate Federal regulatory authority
and are true to the best of my knowledge and belief.
/s/ SUSAN E. LESTER
- --------------------------------------------------------------------------------
Signature of Officer Authorized to Sign Report
April 30, 1995
- --------------------------------------------------------------------------------
Date of Signature
The Reports of Condition and Income are to be prepared in accordance with
Federal regulatory authority instructions. NOTE: These instructions may in
some cases differ from generally accepted accounting principles.
We, the undersigned directors (trustees), attest to the correctness of this
Report of Condition (including the supporting schedules) and declare that it has
been examined by us and to the best of our knowledge and belief has been
prepared in conformance with the instructions issued by the appropriate Federal
regulatory authority and is true and correct.
/s/ GUNNAR S. OVERSTROM
- --------------------------------------------------------------------------------
Director (Trustee)
/s/ JOEL B. ALVORD
- --------------------------------------------------------------------------------
Director (Trustee)
/s/ DAVID L. EYLES
- --------------------------------------------------------------------------------
Director (Trustee)
- --------------------------------------------------------------------------------
<PAGE>
FOR BANKS SUBMITTING HARD COPY REPORT FORMS:
STATE MEMBER BANKS: Return the original and one copy to the appropriate Federal
Feserve District Bank.
STATE NONMEMBER BANKS: Return the original only in the special return address
envelope provided. If express mail is used in lieu of the special return address
envelope, return the original only to the FDIC, c/o Quality Data Systems, 2127
Espey Court, Crofton, MD 21114.
NATIONAL BANKS: Return the original only in the special return address envelope
provided. If express mail is used in lieu of the special return address
envelope, return the original only to the FDIC, c/o Quality Data Systems, 2127
Espey Court, Crofton, MD 21114.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C>
___ ___
FDIC Certificate Number | | | | | | | |
______________________ CALL NO. 190 31 12-31-94
(RCRI 9060)
CERT: 02499 10582 STBK 09-0590
SHAWMUT BANK CONNECTICUT, NATIONAL A
777 MAIN STREET
HARTFORD, CT 06115
| |
___ ___
<FN>
Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency
</TABLE>
<PAGE>
FFIEC 031
Page i
/2/
Consolidated Reports of Condition and Income for
A Bank With Domestic and Foreign Offices
________________________________________________________________________________
TABLE OF CONTENTS
SIGNATURE PAGE Cover
REPORT OF INCOME
Schedule RI--Income Statement...........................................RI-1,2,3
Schedule RI-A--Changes in Equity Capital....................................RI-3
Schedule RI-B--Charge-offs and Recoveries and
Changes in Allowance for Loan and Lease
Losses..................................................................RI-4,5
Schedule RI-C--Applicable Income Taxes by
Taxing Authority..........................................................RI-5
Schedule RI-D--Income from
International Operations..................................................RI-6
Schedule RI-E--Explanations...............................................RI-7,8
REPORT OF CONDITION
Schedule RC--Balance Sheet................................................RC-1,2
Schedule RC-A--Cash and Balances Due
From Depository Institutions..............................................RC-3
Schedule RC-B--Securities.................................................RC-4,5
Schedule RC-C--Loans and Lease Fianancing
Receivables:
Part I. Loans and Leases..............................................RC-6,7
Part II. Loans to Small Businesses and
Small Farms (included in the forms for
June 30 only).....................................................RC-7a,7b
Schedule RC-D--Trading Assets and Liabilities
(to be completed only by selected banks)..................................RC-8
Schedule RC-E--Deposit Liabilities.......................................RC-9,10
Schedule RC-F--Only Assets.................................................RC-11
Schedule RC-G--Other Liabilities...........................................RC-11
Schedule RC-H--Selected Balance Sheet Items for
Domestic Offices.........................................................RC-12
Schedule RC-I--Selected Assets and Liabilities
of IBF's.................................................................RC-13
Schedule RC-K--Quarterly Averages..........................................RC-13
Schedule RC-L--Off-Balance Sheet Items..................................RC-14,15
Schedule RC-M--Memoranda................................................RC-16,17
Schedule RC-N--Past Due and Nonaccrual Loans,
Leases, and Other Assets..............................................RC-18,19
Schedule RC-O--Other Data for Deposit
Insurance Assessments.................................................RC-20,21
Schedule RC-R--Risk-Based Captial.......................................RC-22,23
Optional Narrative Statement Concerning the
Amounts Reported in the Reports of
Conditions and Income....................................................RC-24
Special Report (TO BE COMPLETED BY ALL BANKS)
Schedule RC-J--Repricing Opportunities (sent only to
and to be completed only by savings banks)
<PAGE>
DISCLOSURE OF ESTIMATED BURDEN
The estimated average burden associated with this information collection is
30.7 hours per respondent and is estimated to vary from 15 to 200 hours per
response, depending on individual circumstances. Burden estimates include the
time for reviewing instructions, gathering and maintaining data in the required
form, and completing the information collection, but exclude the time for
compiling and maintaining business records in the normal course of a
respondent's activities. Comments concerning the accuracy of this burden
estimate and suggestions for reducing this burden should be directed to the
Office of Information and Regulatory Affairs. Office of Management and Budget,
Washington, D.C. 20503, and to one of the following:
Secretary
Board of Governors of the Federal Reserve System
Washington, D.C. 20551
Legislative and Regulatory Analysis Division
Office of the Comptroller of the Currency
Washington, D.C. 20219
Assistant Executive Secretary
Federal Deposit Insurance Corporation
Washington, D.C. 20429
For information or assistance, national and state nonmember banks should
contact the FDIC's Call Reports Analysis Unit, 550 17th Street, NW, Washington,
D.C. 20429, toll free on (800)688-FDIC (3342), Monday through Friday between
8:00 a.m. and 5:00 p.m., Eastern time. State member banks should contact their
Federal Reserve District Bank.
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RI-1
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Consolidated Report of Income
for the period January 1, 1995-March 31, 1995
All Report of Income schedules are to be reported on a calendar year-to-date basis in thousands of dollars.
Schedule RI--Income Statement
__________
| I480 | <-
____________ ________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
_______________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Interest income: | ////////////////// |
a. Interest and fee income on loans: | ////////////////// |
(1) In domestic offices: | ////////////////// |
(a) Loans secured by real estate ................................................... | 4011 100,790 | 1.a.(1)(a),
(b) Loans to depository institutions ............................................... | 4019 438 1.a.(1)(b)
(c) Loans to finance agricultural production and other loans to farmers ............ | 4024 68 | 1.a.(1)(c)
(d) Commercial and industrial loans ................................................ | 4012 99,096 | 1.a.(1)(d)
(e) Acceptances of other banks ..................................................... | 4026 22 | 1.a.(1)(e)
(f) Loans to individuals for household, family, and other personal expenditures: | ////////////////// |
(1) Credit cards and related plans ............................................. | 4054 217 | 1.a.(1)(f)(1)
(2) Other ...................................................................... | 4055 11,933 | 1.a.(1)(f)(2)
(g) Loans to foreign governments and official institutions ......................... | 4056 0 | 1.a.(1)(g)
(h) Obligations (other than securities and leases) of states and political | ////////////////// |
subdivisions in the U.S.: | ////////////////// |
(1) Taxable obligations ........................................................ | 4503 5 | 1.a.(1)(h)(1)
(2) Tax-exempt obligations ..................................................... | 4504 675 | 1.a.(1)(h)(2)
(i) All other loans in domestic offices ............................................ | 4058 17,752 | 1.a.(1)(i)
(2) In foreign offices, Edge and Agreement subsidiaries, and IBFs ...................... | 4059 0 | 1.a.(2)
b. Income from lease financing receivables: | ////////////////// |
(1) Taxable leases ..................................................................... | 4505 235 | 1.b.(1)
(2) Tax-exempt leases .................................................................. | 4307 0 | 1.b.(2)
c. Interest income on balances due from depository institutions:(1) | ////////////////// |
(1) In domestic offices ................................................................ | 4105 5 | 1.c.(1)
(2) In foreign offices, Edge and Agreement subsidiaries, and IBFs ...................... | 4106 2,148 | 1.c.(2)
d. Interest and dividend income on securities: | ////////////////// |
(1) U.S. Treasury securities and U.S. Government agency and corporation obligations .... | 4027 56,574 | 1.d.(1)
(2) Securities issued by states and political subdivisions in the U.S.: | ////////////////// |
(a) Taxable securities ............................................................. | 4506 0 | 1.d.(2)(a)
(b) Tax-exempt securities .......................................................... | 4507 1 | 1.d.(2)(b)
(3) Other domestic debt securities ..................................................... | 3657 16,142 | 1.d.(3)
(4) Foreign debt securities ............................................................ | 3658 57 | 1.d.(4)
(5) Equity securities (including investments in mutual funds) .......................... | 3659 1,139 | 1.d.(5)
e. Interest income from assets held in trading accounts ................................... | 4069 0 | 1.e.
______________________
<FN>
____________
(1) Includes interest income on time certificates of deposit not held in trading accounts.
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RI-2
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RI--Continued
________________
Dollar Amounts in Thousands | Year-to-date |
___________________________________________________________________________________ ______________
<S> <C> <C>
1. Interest income (continued) | RIAD Bil Mil Thou |
f. Interest income on federal funds sold and securities purchased | ////////////////// |
under agreements to resell in domestic offices of the bank and of | ////////////////// |
its Edge and Agreement subsidiaries, and in IBFs .................... | 4020 3,629 | 1.f.
g. Total interest income (sum of items 1.a through 1.f) ................ | 4107 310,926 | 1.g.
2. Interest expense: | ////////////////// |
a. Interest on deposits: | ////////////////// |
(1) Interest on deposits in domestic offices: | ////////////////// |
(a) Transaction accounts (NOW accounts, ATS accounts, and | ////////////////// |
telephone and preauthorized transfer accounts) .............. | 4508 2,766 | 2.a.(1)(a)
(b) Nontransaction accounts: | ////////////////// |
(1) Money market deposit accounts (MMDAs) ................... | 4509 5,204 | 2.a.(1)(b)(1)
(2) Other savings deposits .................................. | 4511 12,186 | 2.a.(1)(b)(2)
(3) Time certificates of deposit of $100,000 or more ........ | 4174 22,892 | 2.a.(1)(b)(3)
(4) All other time deposits ................................. | 4512 24,218 | 2.a.(1)(b)(4)
(2) Interest on deposits in foreign offices, Edge and Agreement | ////////////////// |
subsidiaries, and IBFs .......................................... | 4172 11,746 | 2.a.(2)
b. Expense of 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 .................... | 4180 62,992 | 2.b.
c. Interest on demand notes issued to the U.S. Treasury and on | ////////////////// |
other borrowed money ................................................ | 4185 27,396 | 2.c.
d. Interest on mortgage indebtedness and obligations under | ////////////////// |
capitalized leases .................................................. | 4072 211 | 2.d.
e. Interest on subordinated notes and debentures ....................... | 4200 2,867 | 2.e.
f. Total interest expense (sum of items 2.a through 2.e) ............... | 4073 172,478 | 2.f.
___________________________
3. Net interest income (item 1.g minus 2.f) ............................... | ////////////////// | RIAD 4074 | 138,448 | 3.
___________________________
4. Provisions: | ////////////////// |
___________________________
a. Provision for loan and lease losses ................................. | ////////////////// | RIAD 4230 | 2,366 | 4.a.
b. Provision for allocated transfer risk ............................... | ////////////////// | RIAD 4243 | 0 | 4.b.
___________________________
5. Noninterest income: | ////////////////// |
a. Income from fiduciary activities .................................... | 4070 20,150 | 5.a.
b. Service charges on deposit accounts in domestic offices ............. | 4080 16,667 | 5.b.
c. Trading gains (losses) and fees from foreign exchange transactions .. | 4075 (448) | 5.c.
d. Other foreign transaction gains (losses) ............................ | 4076 0 | 5.d.
e. Gains (losses) and fees from assets held in trading accounts ........ | 4077 574 | 5.e.
f. Other noninterest income: | ////////////////// |
(1) Other fee income ................................................ | 5407 11,609 | 5.f.(1)
(2) All other noninterest income* ................................... | 5408 18,755 | 5.f.(2)
___________________________
g. Total noninterest income (sum of items 5.a through 5.f) ............. | ////////////////// | RIAD 4079 | 251,186 | 5.g.
6. a. Realized gains (losses) on held-to-maturity securities .............. | ////////////////// | RIAD 3521 | 403 | 6.a.
b. Realized gains (losses) on available-for-sale securities ............ | ////////////////// | RIAD 3196 | (2,548)| 6.b.
___________________________
7. Noninterest expense: | ////////////////// |
a. Salaries and employee benefits ...................................... | 4135 70,086 | 7.a.
b. Expenses of premises and fixed assets (net of rental income) | ////////////////// |
(excluding salaries and employee benefits and mortgage interest) .... | 4217 22,014 | 7.b.
c. Other noninterest expense* .......................................... | 4092 66,945 | 7.c.
___________________________
d. Total noninterest expense (sum of items 7.a through 7.c) ............ | ////////////////// | RIAD 4093 | 606,656 | 7.d.
___________________________
8. Income (loss) before income taxes and extraordinary items and other | ////////////////// |
___________________________
adjustments (item 3 plus or minus items 4.a, 4.b, 5.g, 6.a, 6.b, and 7.d)| ////////////////// | RIAD 4301 | 187,638 | 8.
9. Applicable income taxes (on item 8) .................................... | ////////////////// | RIAD 4302 | 80,333 | 9.
___________________________
10. Income (loss) before extraordinary items and other adjustments | ////////////////// |
___________________________
(item 8 minus 9) ....................................................... | ////////////////// | RIAD 4300 | 107,305 | 10.
_________________________________________________
<FN>
____________
*Describe on Schedule RI-E--Explanations.
</TABLE>
4
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RI-3
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RI--Continued
________________
| Year-to-date |
______ ______________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
___________________________________________________________________________________ ______________
<S> <C> <C>
11. Extraordinary items and other adjustments: | ////////////////// |
a. Extraordinary items and other adjustments, gross of income taxes* . | 4310 0 | 11.a.
b. Applicable income taxes (on item 11.a)* ........................... | 4315 0 | 11.b.
c. Extraordinary items and other adjustments, net of income taxes | ////////////////// |
___________________________
(item 11.a minus 11.b) ............................................ | ////////////////// | RIAD 4320 | 0 | 11.c.
12. Net income (loss) (sum of items 10 and 11.c) ......................... | ////////////////// | RIAD 4340 | 27,765 | 12.
_________________________________________________
</TABLE>
<TABLE>
<CAPTION>
________________
Memoranda | Year-to-date |
______ ______________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
______________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Interest expense incurred to carry tax-exempt securities, loans, and leases acquired after | ////////////////// |
August 7, 1986, that is not deductible for federal income tax purposes .......................... | 4513 0 | M.1.
2. Fee income from the sale and servicing of mutual funds and annuities in domestic offices | ////////////////// |
(included in Schedule RI, item 5.g) ............................................................. | 8431 0 | M.2.
3. Estimated foreign tax credit included in applicable income taxes, items 9 and 11.b above ........ | 4309 0 | M.3.
4. To be completed only by banks with $1 billion or more in total assets: | ////////////////// |
Taxable equivalent adjustment to "Income (loss) before income taxes and extraordinary | ////////////////// |
items and other adjustments" (item 8 above) ..................................................... | 1244 467 | M.4.
5. Number of full-time equivalent employees on payroll at end of current period (round to | //// Number |
nearest whole number) ........................................................................... | 4150 5,102 | M.5.
6. Not applicable | ////////////////// |
______________________
7. If the reporting bank has restated its balance sheet as a result of applying push down | //// MM DD YY |
accounting this calendar year, report the date of the bank's acquisition ........................ | 9106 00/00/00 |
8. Trading revenue (from cash instruments and off-balance sheet derivative instruments) | ////////////////// |
(included in schedule RI, items 5.c and 5.e): | //// Bil Mil Thou |
a. Interest rate esposures ...................................................................... | 8757 20 |
b. Foreign exchange exposures ................................................................... | 8758 (530)| M.8.b.
c. Equity security and index exposures .......................................................... | 8759 0 | M.8.c.
d. Commodity and other exposures ................................................................ | 8760 0 | M.8.d.
9. Impact on income of off-balance sheet derivatives held for purposes other than trading: | ////////////////// |
a. Net increase (decrease) to interest income.....................................................| 8761 0 | M.9.a.
b. Net (increase) decrease to interest expense ...................................................| 8762 (6,221)| M.9.b.
c. Other (noninterest) allocations ...............................................................| 8763 (19) | M.9.c.
1. Total equity capital originally reported in the December 31, 1994, Reports of Condition | ////////////////// |
and Income ...................................................................................... | 3215 1,236,358 | 1.
2. Equity capital adjustments from amended Reports of Income, net* ................................. | 3216 0 | 2.
3. Amended balance end of previous calendar year (sum of items 1 and 2) ............................ | 3217 1,236,358 | 3.
4. Net income (loss) (must equal Schedule RI, item 12) ............................................. | 4340 27,765 | 4.
5. Sale, conversion, acquisition, or retirement of capital stock, net .............................. | 4346 125,000 | 5.
6. Changes incident to business combinations, net .................................................. | 4356 0 | 6.
7. LESS: Cash dividends declared on preferred stock ................................................ | 4470 0 | 7.
8. LESS: Cash dividends declared on common stock ................................................... | 4460 0 | 8.
9. Cumulative effect of changes in accounting principles from prior years* (see instructions | ////////////////// |
for this schedule) .............................................................................. | 4411 0 | 9.
10. Corrections of material accounting errors from prior years* (see instructions for this schedule) | 4412 0 | 10.
11. Change in net unrealized holding gains (losses) on available-for-sale securities ................ | 8433 9,275 | 11.
12. Foreign currency translation adjustments ........................................................ | 4414 0 | 12.
13. Other transactions with parent holding company* (not included in items 5, 7, or 8 above) ........ | 4415 30,000 | 13.
14. Total equity capital end of current period (sum of items 3 through 13) (must equal Schedule RC, | ////////////////// |
item 28) ........................................................................................ | 3210 1,428,398 | 14.
______________________
<FN>
____________
*Describe on Schedule RI-E--Explanations.
</TABLE>
5
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RI-4
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RI-B--Charge-offs and Recoveries and Changes
in Allowance for Loan and Lease Losses
Part I. Charge-offs and Recoveries on Loans and Leases
Part I excludes charge-offs and recoveries through
the allocated transfer risk reserve.
__________
| I486 | <-
_________________________________ ________
| (Column A) | (Column B) |
| Charge-offs | Recoveries |
____________________ ____________________
| calendar year-to-date |
_________________________________________
Dollar Amounts in Thousands | RIAD Bil Mil Thou | RIAD Bil Mil Thou |
______________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
1. Loans secured by real estate: | ////////////////// | ////////////////// |
a. To U.S. addressees (domicile) ......................................... | 4651 22,794 | 4661 2,633 | 1.a.
b. To non-U.S. addressees (domicile) ..................................... | 4652 0 | 4662 0 | 1.b.
2. Loans to depository institutions and acceptances of other banks: | ////////////////// | ////////////////// |
a. To U.S. banks and other U.S. depository institutions .................. | 4653 0 | 4663 0 | 2.a.
b. To foreign banks ...................................................... | 4654 0 | 4664 0 | 2.b.
3. Loans to finance agricultural production and other loans to farmers ...... | 4655 0 | 4665 0 | 3.
4. Commercial and industrial loans: | ////////////////// | ////////////////// |
a. To U.S. addressees (domicile) ......................................... | 4645 1,347 | 4617 1,303 | 4.a.
b. To non-U.S. addressees (domicile) ..................................... | 4646 0 | 4618 0 | 4.b.
5. Loans to individuals for household, family, and other personal | ////////////////// | ////////////////// |
expenditures: | ////////////////// | ////////////////// |
a. Credit cards and related plans ........................................ | 4656 135 | 4666 67 | 5.a.
b. Other (includes single payment, installment, and all student loans) ... | 4657 845 | 4667 650 | 5.b.
6. Loans to foreign governments and official institutions ................... | 4643 0 | 4627 0 | 6.
7. All other loans .......................................................... | 4644 81 | 4628 79 | 7.
8. Lease financing receivables: | ////////////////// | ////////////////// |
a. Of U.S. addressees (domicile) ......................................... | 4658 0 | 4668 0 | 8.a.
b. Of non-U.S. addressees (domicile) ..................................... | 4659 0 | 4669 0 | 8.b.
9. Total (sum of items 1 through 8) ......................................... | 4635 25,202 | 4605 4,732 | 9.
___________________________________________
<CAPTION>
___________________________________________
| Cumulative | Cumulative |
| Charge-offs | Recoveries |
| Jan. 1, 1986 | Jan. 1, 1986 |
Memoranda | through | through |
Dollar Amounts in Thousands | Dec. 31, 1989 | Report Date |
______________________________________________________________________________ ____________________ ____________________
To be completed by national banks only. | RIAD Bil Mil Thou | RIAD Bil Mil Thou |
____________________ ____________________
<S> <C> <C> <C>
1. Charge-offs and recoveries of Special-Category Loans, as defined for this | ////////////////// | ////////////////// |
Call Report by the Comptroller of the Currency ........................... | ////////////////// | 4784 651 |
___________________________________________
<CAPTION>
___________________________________________
| (Column A) | (Column B) |
Memorandum items 2 and 3 are to be completed by all banks. | Charge-offs | Recoveries |
____________________ ____________________
2. Loans to finance commercial real estate, construction, and land | calendar year-to-date |
_________________________________________
development activities (not secured by real estate) included in | RIAD Bil Mil Thou | RIAD Bil Mil Thou |
____________________ ____________________
<S> <C> <C> <C>
Schedule RI-B, part I, items 4 and 7, above .............................. | 5409 588 | 5410 247 | M.4.
3. Loans secured by real estate in domestic offices (included in | ////////////////// | ////////////////// |
Schedule RI-B, part I, item 1, above): | ////////////////// | ////////////////// |
a. Construction and land development ..................................... | 3582 3,545 | 3583 405 | M.5.a.
b. Secured by farmland ................................................... | 3584 65 | 3585 0 | M.5.b.
c. Secured by 1-4 family residential properties: | ////////////////// | ////////////////// |
(1) Revolving, open-end loans secured by 1-4 family residential | ////////////////// | ////////////////// |
properties and extended under lines of credit ..................... | 5411 269 | 5412 36 | M.5.c.(1)
(2) All other loans secured by 1-4 family residential properties ...... | 5413 2,809 | 5414 727 | M.5.c.(2)
d. Secured by multifamily (5 or more) residential properties ............. | 3588 2,379 | 3589 329 | M.5.d.
e. Secured by nonfarm nonresidential properties .......................... | 3590 13,727 | 3591 1,136 | M.5.e.
___________________________________________
</TABLE>
6
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RI-5
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RI-B--Continued
Part II. Changes in Allowance for Loan and
Lease Losses and in Allocated
Transfer Risk Reserve
___________________________________________
| (Column A) | (Column B) |
| Allowance for | Allocated |
| Loan and Lease | Transfer Risk |
| Losses | Reserve |
____________________ ____________________
Dollar Amounts in Thousands | RIAD Bil Mil Thou | RIAD Bil Mil Thou |
______________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
1. Balance originally reported in the December 31, 1994, Reports of | ////////////////// | ////////////////// |
Condition and Income ..................................................... | 3124 283,800 | 3131 0 | 1.
2. Recoveries (column A must equal part I, item 9, column B above) .......... | 4605 4,732 | 3132 0 | 2.
3. LESS: Charge-offs (column A must equal part I, item 9, column A above) ... | 4635 25,202 | 3133 0 | 3.
4. Provision (column A must equal Schedule RI, item 4.a; column B must | ////////////////// | ////////////////// |
equal Schedule RI, item 4.b) ............................................. | 4230 2,366 | 4243 0 | 4.
5. Adjustments* (see instructions for this schedule) ........................ | 4815 41,743 | 3134 0 | 5.
6. Balance end of current period (sum of items 1 through 5) (column A must | ////////////////// | ////////////////// |
equal Schedule RC, item 4.b; column B must equal Schedule RC, | ////////////////// | ////////////////// |
item 4.c) ................................................................ | 3123 307,439 | 3128 0 | 6.
___________________________________________
<FN>
____________
*Describe on Schedule RI-E--Explanations.
</TABLE>
<TABLE>
<CAPTION>
Schedule RI-C--Applicable Income Taxes by Taxing Authority
Schedule RI-C is to be reported with the December Report of Income.
__________
| I489 | <-
____________ ________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Federal ....................................................................................... | 4780 N/A | 1.
2. State and local................................................................................ | 4790 N/A | 2.
3. Foreign ....................................................................................... | 4795 N/A | 3.
4. Total (sum of items 1 through 3) (must equal sum of Schedule RI, items 9 and 11.b) ............ | 4770 N/A | 4.
____________________________
5. Deferred portion of item 4 ........................................ | RIAD 4772 | N/A | ////////////////// | 5.
__________________________________________________
</TABLE>
7
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RI-6
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RI-D--Income from International Operations
For all banks with foreign offices, Edge or Agreement subsidiaries, or IBFs where international operations
account for more than 10 percent of total revenues, total assets, or net income.
Part I. Estimated Income from International Operations
__________
| I492 | <-
______ ________
| Year-to-date |
______ ______________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
_________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Interest income and expense booked at foreign offices, Edge and Agreement subsidiaries, | ////////////////// |
and IBFs: | ////////////////// |
a. Interest income booked ................................................................... | 4837 N/A | 1.a.
b. Interest expense booked .................................................................. | 4838 N/A | 1.b.
c. Net interest income booked at foreign offices, Edge and Agreement subsidiaries, and IBFs | ////////////////// |
(item 1.a minus 1.b) ..................................................................... | 4839 N/A | 1.c.
2. Adjustments for booking location of international operations: | ////////////////// |
a. Net interest income attributable to international operations booked at domestic offices .. | 4840 N/A | 2.a.
b. Net interest income attributable to domestic business booked at foreign offices .......... | 4841 N/A | 2.b.
c. Net booking location adjustment (item 2.a minus 2.b) ..................................... | 4842 N/A | 2.c.
3. Noninterest income and expense attributable to international operations: | ////////////////// |
a. Noninterest income attributable to international operations .............................. | 4097 N/A | 3.a.
b. Provision for loan and lease losses attributable to international operations ............. | 4235 N/A | 3.b.
c. Other noninterest expense attributable to international operations ....................... | 4239 N/A | 3.c.
d. Net noninterest income (expense) attributable to international operations (item 3.a | ////////////////// |
minus 3.b and 3.c) ....................................................................... | 4843 N/A | 3.d.
4. Estimated pretax income attributable to international operations before capital allocation | ////////////////// |
adjustment (sum of items 1.c, 2.c, and 3.d) ................................................. | 4844 N/A | 4.
5. Adjustment to pretax income for internal allocations to international operations to reflect | ////////////////// |
the effects of equity capital on overall bank funding costs ................................. | 4845 N/A | 5.
6. Estimated pretax income attributable to international operations after capital allocation | ////////////////// |
adjustment (sum of items 4 and 5) ........................................................... | 4846 N/A | 6.
7. Income taxes attributable to income from international operations as estimated in item 6 .... | 4797 N/A | 7.
8. Estimated net income attributable to international operations (item 6 minus 7) .............. | 4341 N/A | 8.
______________________
<CAPTION>
Memoranda ______________________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
_________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Intracompany interest income included in item 1.a above ..................................... | 4847 N/A | M.1.
2. Intracompany interest expense included in item 1.b above .................................... | 4848 N/A | M.2.
______________________
</TABLE>
<TABLE>
<CAPTION>
Part II. Supplementary Details on Income from International Operations Required
by the Departments of Commerce and Treasury for Purposes of the U.S.
International Accounts and the U.S. National Income and Product Accounts
________________
| Year-to-date |
______ ______________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
_________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Interest income booked at IBFs .............................................................. | 4849 N/A | 1.
2. Interest expense booked at IBFs ............................................................. | 4850 N/A | 2.
3. Noninterest income attributable to international operations booked at domestic offices | ////////////////// |
(excluding IBFs): | ////////////////// |
a. Gains (losses) and extraordinary items ................................................... | 5491 N/A | 3.a.
b. Fees and other noninterest income ........................................................ | 5492 N/A | 3.b.
4. Provision for loan and lease losses attributable to international operations booked at | ////////////////// |
domestic offices (excluding IBFs) ........................................................... | 4852 N/A | 4.
5. Other noninterest expense attributable to international operations booked at domestic offices | ////////////////// |
(excluding IBFs) ............................................................................ | 4853 N/A | 5.
______________________
</TABLE>
8
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RI-7
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RI-E--Explanations
Schedule RI-E is to be completed each quarter on a calendar year-to-date basis.
Detail all adjustments in Schedules RI-A and RI-B, all extraordinary items and other adjustments in Schedule RI, and all
significant items of other noninterest income and other noninterest expense in Schedule RI. (See instructions for details.)
__________
| I495 | <-
______ ________
| Year-to-date |
______ ______________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. All other noninterest income (from Schedule RI, item 5.f.(2)) | ////////////////// |
Report amounts that exceed 10% of Schedule RI, item 5.f.(2): | ////////////////// |
a. Net gains on other real estate owned ..................................................... | 5415 0 | 1.a.
b. Net gains on sales of loans .............................................................. | 5416 0 | 1.b.
c. Net gains on sales of premises and fixed assets .......................................... | 5417 0 | 1.c.
Itemize and describe the three largest other amounts that exceed 10% of | ////////////////// |
Schedule RI, item 5.f.(2): | ////////////////// |
_____________
d. | TEXT 4461 |______________________________________________________________________________| 4461 13,925 | 1.d.
___________ REIMBURSEMENT FROM AFFILIATES
e. | TEXT 4462 |______________________________________________________________________________| 4462 | 1.e.
___________
f. | TEXT 4463 |______________________________________________________________________________| 4463 | 1.f.
_____________
2. Other noninterest expense (from Schedule RI, item 7.c): | ////////////////// |
a. Amortization expense of intangible assets ................................................ | 4531 4,562 | 2.a.
Report amounts that exceed 10% of Schedule RI, item 7.c: | ////////////////// |
b. Net losses on other real estate owned .................................................... | 5418 0 | 2.b.
c. Net losses on sales of loans ............................................................. | 5419 0 | 2.c.
d. Net losses on sales of premises and fixed assets ......................................... | 5420 0 | 2.d.
Itemize and describe the three largest other amounts that exceed 10% of | ////////////////// |
Schedule RI, item 7.c: | ////////////////// |
_____________
e. | TEXT 4464 |______________________________________________________________________________| 4464 18,426 | 2.e.
___________ ACQUISITION COST
f. | TEXT 4467 |______________________________________________________________________________| 4467 | 2.f.
___________
g. | TEXT 4468 |______________________________________________________________________________| 4468 | 2.g.
_____________
3. Extraordinary items and other adjustments (from Schedule RI, item 11.a) and | ////////////////// |
applicable income tax effect (from Schedule RI, item 11.b) (itemize and describe | ////////////////// |
all extraordinary items and other adjustments): | ////////////////// |
_____________
a. (1) | TEXT 4469 |__________________________________________________________________________| 4469 | 3.a.(1)
_____________
(2) Applicable income tax effect | RIAD 4486 | | ////////////////// | 3.a.(2)
_____________ ____________________________
b. (1) | TEXT 4487 |__________________________________________________________________________| 4487 | 3.b.(1)
_____________
(2) Applicable income tax effect | RIAD 4488 | | ////////////////// | 3.b.(2)
_____________ ____________________________
c. (1) | TEXT 4489 |__________________________________________________________________________| 4489 | 3.c.(1)
_____________
(2) Applicable income tax effect | RIAD 4491 | | ////////////////// | 3.c.(2)
____________________________
4. Equity capital adjustments from amended Reports of Income (from Schedule RI-A, | ////////////////// |
item 2) (itemize and describe all adjustments): | ////////////////// |
_____________
a. | TEXT 4492 |______________________________________________________________________________| 4492 | 4.a.
___________
b. | TEXT 4493 |______________________________________________________________________________| 4493 | 4.b.
_____________
5. Cumulative effect of changes in accounting principles from prior years (from | ////////////////// |
Schedule RI-A, item 9) (itemize and describe all changes in accounting principles): | ////////////////// |
_____________
a. | TEXT 4494 |______________________________________________________________________________| 4494 | 5.a.
___________
b. | TEXT 4495 |______________________________________________________________________________| 4495 | 5.b.
_____________
6. Corrections of material accounting errors from prior years (from Schedule RI-A, | ////////////////// |
item 10) (itemize and describe all corrections): | ////////////////// |
_____________
a. | TEXT 4496 |______________________________________________________________________________| 4496 | 6.a.
___________
b. | TEXT 4497 |______________________________________________________________________________| 4497 | 6.b.
_____________
______________________
</TABLE>
9
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RI-8
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RI-E--Continued
________________
| Year-to-date |
______ ______________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
<S> <C> <C>
7. Other transactions with parent holding company (from Schedule RI-A, item 13) | ////////////////// |
(itemize and describe all such transactions): | ////////////////// |
_____________
a. | TEXT 4498 |______________________________________________________________________________| 4498 30,000 | 7.a.
___________
b. | TEXT 4499 |______________________________________________________________________________| 4499 | 7.b.
_____________
8. Adjustments to allowance for loan and lease losses (from Schedule RI-B, part II, | ////////////////// |
item 5) (itemize and describe all adjustments): | ////////////////// |
_____________
a. | TEXT 4521 | GATEWAY SAVINGS BANK POOLING
|______________________________________________________________________________| 4521 41,743 | 8.a.
_____________
b. | TEXT 4522 |______________________________________________________________________________| 4522 | 8.b.
_____________
____________________
9. Other explanations (the space below is provided for the bank to briefly describe, | I498 | I499 | <-
______________________
at its option, any other significant items affecting the Report of Income):
___
No comment |X| (RIAD 4769)
___
Other explanations (please type or print clearly):
(TEXT 4769)
</TABLE>
10
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-1
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for March 31, 1995
All schedules are to be reported in thousands of dollars. Unless otherwise indicated,
report the amount outstanding as of the last business day of the quarter.
Schedule RC--Balance Sheet
__________
| C400 | <-
____________ ________
Dollar Amounts in Thousands | RCFD Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
<S> <C> <C>
ASSETS | ////////////////// |
1. Cash and balances due from depository institutions (from Schedule RC-A): | ////////////////// |
a. Noninterest-bearing balances and currency and coin(1) ................................... | 0081 1,129,769 | 1.a.
b. Interest-bearing balances(2) ............................................................ | 0071 20,024 | 1.b.
2. Securities: | ////////////////// |
a. Held-to-maturity securities (from Schedule RC-B, column A) .............................. | 1754 3,869,407 | 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) ............................ | 1773 942,494 | 2.b.
3. Federal funds sold and securities purchased under agreements to resell in domestic offices | ////////////////// |
of the bank and of its Edge and Agreement subsidiaries, and in IBFs: | ////////////////// |
a. Federal funds sold ...................................................................... | 0276 231,700 | 3.a.
b. Securities purchased under agreements to resell ......................................... | 0277 160,000 | 3.b.
4. Loans and lease financing receivables: ____________________________| ////////////////// |
a. Loans and leases, net of unearned income (from Schedule RC-C) | RCFD 2122 | 11,518,372 | ////////////////// | 4.a.
b. LESS: Allowance for loan and lease losses ................... | RCFD 3123 | 307,439 | ////////////////// | 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 11,210,933 | 4.d.
5. Assets held in trading accounts ............................................................ | 3545 11,350 | 5.
6. Premises and fixed assets (including capitalized leases) ................................... | 2145 183,506 | 6.
7. Other real estate owned (from Schedule RC-M) ............................................... | 2150 8,591 | 7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) ... | 2130 0 | 8.
9. Customers' liability to this bank on acceptances outstanding ............................... | 2155 15,953 | 9.
10. Intangible assets (from Schedule RC-M) ..................................................... | 2143 277,715 | 10.
11. Other assets (from Schedule RC-F) .......................................................... | 2160 601,669 | 11.
12. Total assets (sum of items 1 through 11) ................................................... | 2170 18,663,111 | 12.
______________________
<FN>
____________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
</TABLE>
11
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-2
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC--Continued
___________________________
Dollar Amounts in Thousands | ///////// Bil Mil Thou |
_______________________________________________________________________________________________ _________________________
<S> <C> <C>
LIABILITIES | /////////////////////// |
13. Deposits: | /////////////////////// |
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) ..... | RCON 2200 9,943,636 | 13.a.
____________________________
(1) Noninterest-bearing(1) ................................ | RCON 6631 2,359,779 | /////////////////////// | 13.a.(1)
(2) Interest-bearing ...................................... | RCON 6636 7,583,857 | /////////////////////// | 13.a.(2)
____________________________
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, | /////////////////////// |
part II) .............................................................................. | RCFN 2200 987,509 | 13.b.
____________________________
(1) Noninterest-bearing ................................... | RCFN 6631 0 | /////////////////////// | 13.b.(1)
(2) Interest-bearing ...................................... | RCFN 6636 987,509 | /////////////////////// | 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 1,894,593 | 14.a.
b. Securities sold under agreements to repurchase ........................................ | RCFD 0279 1,840,511 | 14.b.
15. a. Demand notes issued to the U.S. Treasury .............................................. | RCON 2840 168,296 | 15.a.
b. Trading liabilities ................................................................... | RCFD 3548 0 | 15.b.
16. Other borrowed money: | /////////////////////// |
a. With original maturity of one year or less ............................................ | RCFD 2332 1,570,500 | 16.a.
b. With original maturity of more than one year .......................................... | RCFD 2333 317,493 | 16.b.
17. Mortgage indebtedness and obligations under capitalized leases ........................... | RCFD 2910 9,186 | 17.
18. Bank's liability on acceptances executed and outstanding ................................. | RCFD 2920 15,953 | 18.
19. Subordinated notes and debentures ........................................................ | RCFD 3200 250,000 | 19.
20. Other liabilities (from Schedule RC-G) ................................................... | RCFD 2930 237,036 | 20.
21. Total liabilities (sum of items 13 through 20) ........................................... | RCFD 2948 17,234,713 | 21.
| /////////////////////// |
22. Limited-life preferred stock and related surplus ......................................... | RCFD 3282 0 | 22.
EQUITY CAPITAL | /////////////////////// |
23. Perpetual preferred stock and related surplus ............................................ | RCFD 3838 125,000 | 23.
24. Common stock ............................................................................. | RCFD 3230 19,487 | 24.
25. Surplus (exclude all surplus related to preferred stock).................................. | RCFD 3839 955,984 | 25.
26. a. Undivided profits and capital reserves ................................................ | RCFD 3632 347,642 | 26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities ................ | RCFD 8434 (19,715)| 26.b.
27. Cumulative foreign currency translation adjustments ...................................... | RCFD 3284 0 | 27.
28. Total equity capital (sum of items 23 through 27) ........................................ | RCFD 3210 1,428,398 | 28.
29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21, 22, | /////////////////////// |
and 28) .................................................................................. | RCFD 3300 18,663,111 | 29.
___________________________
</TABLE>
<TABLE>
<CAPTION>
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 Number
most comprehensive level of auditing work performed for the bank by independent external __________________
auditors as of any date during 1994 ............................................................... | RCFD 6724 2 | M.1.
__________________
<S> <C>
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
<FN>
____________
(1) Includes total demand deposits and noninterest-bearing time and savings deposits.
</TABLE>
12
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-3
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-A--Cash and Balances Due From Depository Institutions
Exclude assets held in trading accounts.
__________
| C405 | <-
_________________________________ ________
| (Column A) | (Column B) |
| Consolidated | Domestic |
| Bank | Offices |
____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCON Bil Mil Thou |
_____________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
1. Cash items in process of collection, unposted debits, and currency and | ////////////////// | ////////////////// |
coin .................................................................... | 0022 604,069 | ////////////////// | 1.
a. Cash items in process of collection and unposted debits .............. | ////////////////// | 0020 463,700 | 1.a.
b. Currency and coin .................................................... | ////////////////// | 0080 140,369 | 1.b.
2. Balances due from depository institutions in the U.S. ................... | ////////////////// | 0082 374,588 | 2.
a. U.S. branches and agencies of foreign banks (including their IBFs) ... | 0083 0 | ////////////////// | 2.a.
b. Other commercial banks in the U.S. and other depository institutions | ////////////////// | ////////////////// |
in the U.S. (including their IBFs) ................................... | 0085 374,588 | ////////////////// | 2.b.
3. Balances due from banks in foreign countries and foreign central banks .. | ////////////////// | 0070 26,818 | 3.
a. Foreign branches of other U.S. banks ................................. | 0073 0 | ////////////////// | 3.a.
b. Other banks in foreign countries and foreign central banks ........... | 0074 26,818 | ////////////////// | 3.b.
4. Balances due from Federal Reserve Banks ................................. | 0090 144,318 | 0090 144,318 | 4.
5. Total (sum of items 1 through 4) (total of column A must equal | ////////////////// | ////////////////// |
Schedule RC, sum of items 1.a and 1.b) .................................. | 0010 1,149,793 | 0010 1,149,793 | 5.
___________________________________________
<CAPTION>
______________________
Memorandum Dollar Amounts in Thousands | RCON Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Noninterest-bearing balances due from commercial banks in the U.S. (included in item 2, | ////////////////// |
column B above) .............................................................................. | 0050 374,565 | M.1.
______________________
</TABLE>
13
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-4
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-B--Securities
Exclude assets held in trading accounts.
___________________________________________________________________________ ________
| Held-to-maturity | Available-for-sale |
_________________________________________ _________________________________________
| (Column A) | (Column B) | (Column C) | (Column D) |
| Amortized Cost | Fair Value | Amortized Cost | Fair Value(1) |
____________________ ____________________ ____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
______________________________________ ____________________ ____________________ ____________________ ____________________
<S> <C> <C> <C> <C> <C>
1. U.S. Treasury securities ......... | 0211 1,062,428 | 0213 1,015,473 | 1286 691,202 | 1287 666,352 | 1.
2. U.S. Government agency | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
and corporation obligations | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
(exclude mortgage-backed | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
securities): | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
a. Issued by U.S. Govern- | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
ment agencies(2) .............. | 1289 0 | 1290 0 | 1291 0 | 1293 0 | 2.a.
b. Issued by U.S. | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
Government-sponsored | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
agencies(3) ................... | 1294 0 | 1295 0 | 1297 0 | 1298 0 | 2.b.
3. Securities issued by states | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
and political subdivisions | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
in the U.S.: | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
a. General obligations ........... | 1676 0 | 1677 0 | 1678 46 | 1679 49 | 3.a.
b. Revenue obligations ........... | 1681 0 | 1686 0 | 1690 0 | 1691 0 | 3.b.
c. Industrial development | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
and similar obligations ....... | 1694 0 | 1695 0 | 1696 0 | 1697 0 | 3.c.
4. Mortgage-backed | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
securities (MBS): | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
a. Pass-through securities: | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
(1) Guaranteed by | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
GNMA ...................... | 1698 0 | 1699 0 | 1701 69,656 | 1702 71,324 | 4.a.(1)
(2) Issued by FNMA | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
and FHLMC ................. | 1703 1,628,515 | 1705 1,585,653 | 1706 0 | 1707 0 | 4.a.(2)
(3) Privately-issued .......... | 1709 17,122 | 1710 15,757 | 1711 0 | 1713 0 | 4.a.(3)
b. CMOs and REMICs: | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
(1) Issued by FNMA | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
and FHLMC ................. | 1714 85,184 | 1715 84,337 | 1716 0 | 1717 0 | 4.b.(1)
(2) Privately-issued | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
and collateralized | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
by MBS issued or | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
guaranteed by | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
FNMA, FHLMC, or | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
GNMA ...................... | 1718 0 | 1719 0 | 1731 0 | 1732 0 | 4.b.(2)
(3) All other privately- | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
issued .................... | 1733 216,096 | 1734 211,846 | 1735 144,203 | 1736 133,089 | 4.b.(3)
5. Other debt securities: | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
a. Other domestic debt | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
securities .................... | 1737 857,162 | 1738 839,077 | 1739 0 | 1741 0 | 5.a.
b. Foreign debt | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
securities .................... | 1742 2,900 | 1743 2,900 | 1744 0 | 1746 0 | 5.b.
_____________________________________________________________________________________
<FN>
_____________
(1) Includes equity securities without readily determinable fair values at historical cost in item 6.c, column D.
(2) Includes Small Business Administration "Guaranteed Loan Pool Certificates," U.S. Maritime Administration obligations, and
Export-Import Bank participation certificates.
(3) Includes obligations (other than pass-through securities, CMOs, and REMICs) issued by the Farm Credit System, the Federal Home
Loan Bank System, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Financing
Corporation, Resolution Funding Corporation, the Student Loan Marketing Association, and the Tennessee Valley Authority.
</TABLE>
14
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-5
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-B--Continued
_____________________________________________________________________________________
| Held-to-maturity | Available-for-sale |
_________________________________________ _________________________________________
| (Column A) | (Column B) | (Column C) | (Column D) |
| Amortized Cost | Fair Value | Amortized Cost | Fair Value(1) |
____________________ ____________________ ____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
____________________________________ ____________________ ____________________ ____________________ ____________________
<S> <C> <C> <C> <C> <C>
6. Equity securities: | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
a. Investments in mutual | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
funds ....................... | ////////////////// | ////////////////// | 1747 5,892 | 1748 5,892 | 6.a.
b. Other equity securities | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
with readily determin- | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
able fair values ............ | ////////////////// | ////////////////// | 1749 0 | 1751 0 | 6.b.
c. All other equity | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
securities(1) ............... | ////////////////// | ////////////////// | 1752 65,788 | 1753 65,788 | 6.c.
7. Total (sum of items 1 | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
through 6) (total of | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
column A must equal | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
Schedule RC, item 2.a) | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
(total of column D must | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
equal Schedule RC, | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
item 2.b) ...................... | 1754 3,869,407 | 1771 3,755,043 | 1772 976,787 | 1773 942,494 | 7.
_____________________________________________________________________________________
</TABLE>
<TABLE>
<CAPTION>
___________
Memoranda | C412 | <-
___________ _________
Dollar Amounts in Thousands | RCFD Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Pledged securities(2) ......................................................................... | 0416 3,351,250 | M.1.
2. Maturity and repricing data for debt securities(2)(3)(4) (excluding those in nonaccrual status):| ////////////////// |
a. Fixed rate debt securities with a remaining maturity of: | ////////////////// |
(1) Three months or less ................................................................... | 0343 17,195 | M.2.a.(1)
(2) Over three months through 12 months .................................................... | 0344 316,833 | M.2.a.(2)
(3) Over one year through five years ....................................................... | 0345 3,068,770 | M.2.a.(3)
(4) Over five years ........................................................................ | 0346 1,166,672 | M.2.a.(4)
(5) Total fixed rate debt securities (sum of Memorandum items 2.a.(1) through 2.a.(4)) ..... | 0347 4,569,470 | M.2.a.(5)
b. Floating rate debt securities with a repricing frequency of: | ////////////////// |
(1) Quarterly or more frequently ........................................................... | 4544 17,123 | M.2.b.(1)
(2) Annually or more frequently, but less frequently than quarterly ........................ | 4545 153,628 | M.2.b.(2)
(3) Every five years or more frequently, but less frequently than annually ................. | 4551 0 | M.2.b.(3)
(4) Less frequently than every five years .................................................. | 4552 0 | M.2.b.(4)
(5) Total floating rate debt securities (sum of Memorandum items 2.b.(1) through 2.b.(4)) .. | 4553 170,751 | M.2.b.(5)
c. Total debt securities (sum of Memorandum items 2.a.(5) and 2.b.(5)) (must equal total debt | ////////////////// |
securities from Schedule RC-B, sum of items 1 through 5, columns A and D, minus nonaccrual | ////////////////// |
debt securities included in Schedule RC-N, item 9, column C) ............................... | 0393 4,740,221 | M.2.c.
3. Not applicable | ////////////////// |
4. Held-to-maturity debt securities restructured and in compliance with modified terms (included | ////////////////// |
in Schedule RC-B, items 3 through 5, column A, above) ......................................... | 5365 0 | M.4.
5. Not applicable | ////////////////// |
6. Floating rate debt securities with a remaining maturity of one year or less(2) (included in | ////////////////// |
Memorandum item 2.b.(5) above) ................................................................ | 5519 0 | M.6.
7. Amortized cost of held-to-maturity securities sold or transferred to available-for-sale or | ////////////////// |
trading securities during the calendar year-to-date ........................................... | 1778 0 | M.7.
8. High-Risk mortgage securities (included in the held-to-maturity and available-for-sale | ////////////////// |
accounts in Schedule RC-B, item 4.b): | ////////////////// |
a. Amortized cost ............................................................................. | 8780 0 | M.8.a.
b. Fair Value ................................................................................. | 8781 0 | M.8.b.
9. Structured notes (included in the held-to-maturity and available-for-sale accounts in | ////////////////// |
Schedule RC-B, items.2, 3, and 5): | ////////////////// |
a. Amortized cost ............................................................................. | 8782 0 | M.9.a.
b. Fair Value ................................................................................. | 8783 0 | M.9.b.
15
</TABLE>
<PAGE>
City, State Zip: HARTFORD, CT 06115
<TABLE>
<CAPTION>
Schedule RC-C--Loans and Lease Financing Receivables
Part I. Loans and Leases
Do not deduct the allowance for loan and lease losses from amounts __________
reported in this schedule. Report total loans and leases, net of unearned | C415 | <-
_________________________________ ________
income. Exclude assets held in trading accounts. | (Column A) | (Column B) |
| Consolidated | Domestic |
| Bank | Offices |
____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCON Bil Mil Thou |
_____________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
1. Loans secured by real estate ........................................... | 1410 4,864,103 | ////////////////// | 1.
a. Construction and land development ................................... | ////////////////// | 1415 71,262 | 1.a.
b. Secured by farmland (including farm residential and other | ////////////////// | ////////////////// |
improvements) ....................................................... | ////////////////// | 1420 769 | 1.b.
c. Secured by 1-4 family residential properties: | ////////////////// | ////////////////// |
(1) Revolving, open-end loans secured by 1-4 family residential | ////////////////// | ////////////////// |
properties and extended under lines of credit ................... | ////////////////// | 1797 372,876 | 1.c.(1)
(2) All other loans secured by 1-4 family residential properties: | ////////////////// | ////////////////// |
(a) Secured by first liens ...................................... | ////////////////// | 5367 2,922,178 | 1.c.(2)(a)
(b) Secured by junior liens ..................................... | ////////////////// | 5368 219,517 | 1.c.(2)(b)
d. Secured by multifamily (5 or more) residential properties ........... | ////////////////// | 1460 90,670 | 1.d.
e. Secured by nonfarm nonresidential properties ........................ | ////////////////// | 1480 1,186,831 | 1.e.
2. Loans to depository institutions: | ////////////////// | ////////////////// |
a. To commercial banks in the U.S. ..................................... | ////////////////// | 1505 17,793 | 2.a.
(1) To U.S. branches and agencies of foreign banks .................. | 1506 0 | ////////////////// | 2.a.(1)
(2) To other commercial banks in the U.S. ........................... | 1507 17,793 | ////////////////// | 2.a.(2)
b. To other depository institutions in the U.S. ........................ | 1517 0 | 1517 0 | 2.b.
c. To banks in foreign countries ....................................... | ////////////////// | 1510 0 | 2.c.
(1) To foreign branches of other U.S. banks ......................... | 1513 0 | ////////////////// | 2.c.(1)
(2) To other banks in foreign countries ............................. | 1516 0 | ////////////////// | 2.c.(2)
3. Loans to finance agricultural production and other loans to farmers .... | 1590 2,547 | 1590 2,547 | 3.
4. Commercial and industrial loans: | ////////////////// | ////////////////// |
a. To U.S. addressees (domicile) ....................................... | 1763 5,316,433 | 1763 5,316,433 | 4.a.
b. To non-U.S. addressees (domicile) ................................... | 1764 0 | 1764 0 | 4.b.
5. Acceptances of other banks: | ////////////////// | ////////////////// |
a. Of U.S. banks ....................................................... | 1756 1,957 | 1756 1,957 | 5.a.
b. Of foreign banks .................................................... | 1757 0 | 1757 0 | 5.b.
6. Loans to individuals for household, family, and other personal | ////////////////// | ////////////////// |
expenditures (i.e., consumer loans) (includes purchased paper) ......... | ////////////////// | 1975 549,161 | 6.
a. Credit cards and related plans (includes check credit and other | ////////////////// | ////////////////// |
revolving credit plans) ............................................. | 2008 24,213 | ////////////////// | 6.a.
b. Other (includes single payment, installment, and all student loans) . | 2011 524,948 | ////////////////// | 6.b.
7. Loans to foreign governments and official institutions (including | ////////////////// | ////////////////// |
foreign central banks) ................................................. | 2081 0 | 2081 0 | 7.
8. Obligations (other than securities and leases) of states and political | ////////////////// | ////////////////// |
subdivisions in the U.S. (includes nonrated industrial development | ////////////////// | ////////////////// |
obligations) ........................................................... | 2107 41,759 | 2107 41,759 | 8.
9. Other loans ............................................................ | 1563 729,903 | ////////////////// | 9.
a. Loans for purchasing or carrying securities (secured and unsecured) . | ////////////////// | 1545 62,038 | 9.a.
b. All other loans (exclude consumer loans) ............................ | ////////////////// | 1564 677,865 | 9.b.
10. Lease financing receivables (net of unearned income) ................... | ////////////////// | 2165 11,454 | 10.
a. Of U.S. addressees (domicile) ....................................... | 2182 11,454 | ////////////////// | 10.a.
b. Of non-U.S. addressees (domicile) ................................... | 2183 0 | ////////////////// | 10.b.
11. LESS: Any unearned income on loans reflected in items 1-9 above ........ | 2123 16,738 | 2123 16,738 | 11.
12. Total loans and leases, net of unearned income (sum of items 1 through | ////////////////// | ////////////////// |
10 minus item 11) (total of column A must equal Schedule RC, item 4.a) . | 2122 11,518,372 | 2122 11,518,372 | 12.
___________________________________________
</TABLE>
16
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-7
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-C--Continued
Part I. Continued
___________________________________________
| (Column A) | (Column B) |
| Consolidated | Domestic |
Memoranda | Bank | Offices |
____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCON Bil Mil Thou |
_____________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
1. Commercial paper included in Schedule RC-C, part I, above .............. | 1496 0 | 1496 0 | M.1.
2. Loans and leases restructured and in compliance with modified terms | ////////////////// | ////////////////// |
(included in Schedule RC-C, part I, above): | ////////////////// | ////////////////// |
a. Loans secured by real estate: | ////////////////// | ////////////////// |
_____________________
(1) To U.S. addressees (domicile) ................................... | 1687 15,774 | M.2.a.(1)
(2) To non-U.S. addressees (domicile) ............................... | 1689 0 | M.2.a.(2)
b. Loans to finance agricultural production and other loans to farmers . | 8691 4 | M.2.b.
c. Commercial and industrial to and lease financing receivables | ////////////////// |
of non-U.S. addressees (domicile) included in Memorandum item 2.b | ////////////////// |
above ............................................................... | 8692 0 | M.2.c.
(1) To U.S. addressees (domicile) ................................... | 1758 8 | M.2.c.(1)
(2) To non-U.S. addressees (domicile)................................ | 1759 0 | M.2.c.(2)
d. All other loans (exclude loans to individuals for household, | ////////////////// |
family, and other personal expenditures) ............................ | 1615 0 | M.2.d.
e. Lease financing receivables: | ////////////////// |
(1) Of U.S. addressees (domicile) ................................... | 1789 0 | M.2.e.(1)
(2) Of non-U.S. addressees (domicile) ............................... | 1790 0 | M.2.e.(2)
f. Total (sum of Memorandum items 2.a through 2.e) ..................... | 1616 22,341 | M.2.f.
3. Maturity and repricing data for loans and leases(1) (excluding those | ////////////////// |
in nonaccrual status): | ////////////////// |
a. Fixed rate loans and leases with a remaining maturity of: | ////////////////// |
(1) Three months or less ............................................ | 0348 336,451 | M.3.a.(1)
(2) Over three months through 12 months ............................. | 0349 64,684 | M.3.a.(2)
(3) Over one year through five years ................................ | 0356 896,761 | M.3.a.(3)
(4) Over five years ................................................. | 0357 2,048,991 | M.3.a.(4)
(5) Total fixed rate loans and leases (sum of | ////////////////// |
Memorandum items 3.a.(1) through 3.a.(4)) ....................... | 0358 3,346,887 | M.3.a.(5)
b. Floating rate loans with a repricing frequency of: | ////////////////// |
(1) Quarterly or more frequently .................................... | 4554 6,586,364 | M.3.b.(1)
(2) Annually or more frequently, but less frequently than quarterly . | 4555 692,513 | M.3.b.(2)
(3) Every five years or more frequently, but less frequently than | ////////////////// |
annually ........................................................ | 4561 772,743 | M.3.b.(3)
(4) Less frequently than every five years ........................... | 4564 0 | M.3.b.(4)
(5) Total floating rate loans (sum of Memorandum items 3.b.(1) | ////////////////// |
through 3.b.(4)) ................................................ | 4567 8,051,620 | M.3.b.(5)
c. Total loans and leases (sum of Memorandum items 3.a.(5) and 3.b.(5)) | ////////////////// |
(must equal the sum of total loans and leases, net, from | ////////////////// |
Schedule RC-C, part I, item 12, plus unearned income from | ////////////////// |
Schedule RC-C, part I, item 11, minus total nonaccrual loans and | ////////////////// |
leases from Schedule RC-N, sum of items 1 through 8, column C) ...... | 1479 11,398,507 | M.3.c.
4. Loans to finance commercial real estate, construction, and land | ////////////////// |
development activities (not secured by real estate) included in | ////////////////// |
Schedule RC-C, part I, items 4 and 9, column A, page RC-6(2) ........... | 2746 57,178 | M.4.
5. Loans and leases held for sale (included in Schedule RC-C, part I, above)| 5369 59,484 | M.5.
6. Adjustable rate closed-end loans secured by first liens on 1-4 family | ////////////////// |_____________________
residential properties (included in Schedule RC-C, part I, item | ////////////////// | RCON Bil Mil Thou |
____________________
1.c.(2)(a), column B, page RC-6) ....................................... | ////////////////// | 5370 1,113,926 | M.6.
___________________________________________
<FN>
_____________
(1) Memorandum item 3 is not applicable to savings banks that must complete supplemental Schedule RC-J.
(2) Exclude loans secured by real estate that are included in Schedule RC-C, part I, item 1, column A.
</TABLE>
17
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-8
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-D--Trading Assets and Liabilities
Schedule RC-D is to be completed only by banks with $1 billion or more in total assets or with $2 billion or more in par/notional
amount of interest rate, foreign exchange rate, and other commodity and equity contracts (as reported in Schedule RC-L, items 11,
12, and 13).
__________
| C420 | <-
_________________ ________
Dollar Amounts in Thousands | ///////// Bil Mil Thou |
__________________________________________________________________________________________________ _________________________
<S> <C> <C>
ASSETS | /////////////////////// |
1. U.S. Treasury securities in domestic offices ................................................ | RCON 3531 0 | 1.
2. U.S. Government agency and corporation obligations in domestic offices (exclude mortgage- | /////////////////////// |
backed securities) .......................................................................... | RCON 3532 0 | 2.
3. Securities issued by states and political subdivisions in the U.S. in domestic offices ...... | RCON 3533 0 | 3.
4. Mortgage-backed securities in domestic offices: | /////////////////////// |
a. Pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA ..................... | RCON 3534 0 | 4.a.
b. CMOs and REMICs issued by FNMA or FHLMC .................................................. | RCON 3535 0 | 4.b.
c. All other ................................................................................ | RCON 3536 0 | 4.c.
5. Other debt securities in domestic offices ................................................... | RCON 3537 0 | 5.
6. Certificates of deposit in domestic offices ................................................. | RCON 3538 0 | 6.
7. Commercial paper in domestic offices ........................................................ | RCON 3539 0 | 7.
8. Bankers acceptances in domestic offices ..................................................... | RCON 3540 0 | 8.
9. Other trading assets in domestic offices .................................................... | RCON 3541 0 | 9.
10. Trading assets in foreign offices ........................................................... | RCFN 3542 0 | 10.
11. Revaluation gains on interest rate, foreign exchange rate, and other commodity and equity | /////////////////////// |
contracts: | /////////////////////// |
a. In domestic offices ...................................................................... | RCON 3543 11,350 | 11.a.
b. In foreign offices ....................................................................... | RCFN 3544 0 | 11.b.
12. Total trading assets (sum of items 1 through 11) (must equal Schedule RC, item 5) ........... | RCFD 3545 11,350 | 12.
<CAPTION>
___________________________
___________________________
| ///////// Bil Mil Thou |
LIABILITIES _________________________
<S> <C> <C>
13. Liability for short positions ............................................................... | RCFD 3546 0 | 13.
14. Revaluation losses on interest rate, foreign exchange rate, and other commodity and equity | /////////////////////// |
contracts ................................................................................... | RCFD 3547 0 | 14.
15. Total trading liabilities (sum of items 13 and 14) (must equal Schedule RC, item 15.b) ...... | RCFD 3548 0 | 15.
___________________________
</TABLE>
18
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-9
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-E--Deposit Liabilities
Part I. Deposits in Domestic Offices
__________
| C425 | <-
______________________________________________________ ________
| | Nontransaction |
| Transaction Accounts | Accounts |
_________________________________________ ____________________
| (Column A) | (Column B) | (Column C) |
| Total transaction | Memo: Total | Total |
| accounts (including| demand deposits | nontransaction |
| total demand | (included in | accounts |
| deposits) | column A) | (including MMDAs) |
____________________ ____________________ ____________________
Dollar Amounts in Thousands | RCON Bil Mil Thou | RCON Bil Mil Thou | RCON Bil Mil Thou |
__________________________________________________________ ____________________ ____________________ ____________________
<S> <C> <C> <C> <C>
Deposits of: | ////////////////// | ////////////////// | ////////////////// |
1. Individuals, partnerships, and corporations .......... | 2201 2,837,204 | 2240 1,907,856 | 2346 6,279,886 | 1.
2. U.S. Government ...................................... | 2202 32,138 | 2280 31,819 | 2520 118 | 2.
3. States and political subdivisions in the U.S. ........ | 2203 150,309 | 2290 117,521 | 2530 340,898 | 3.
4. Commercial banks in the U.S. ......................... | 2206 168,900 | 2310 168,900 | ////////////////// | 4.
a. U.S. branches and agencies of foreign banks ....... | ////////////////// | ////////////////// | 2347 0 | 4.a.
b. Other commercial banks in the U.S. ................ | ////////////////// | ////////////////// | 2348 500 | 4.b.
5. Other depository institutions in the U.S. ............ | 2207 83,817 | 2312 83,817 | 2349 0 | 5.
6. Banks in foreign countries ........................... | 2213 578 | 2320 578 | ////////////////// | 6.
a. Foreign branches of other U.S. banks .............. | ////////////////// | ////////////////// | 2367 0 | 6.a.
b. Other banks in foreign countries .................. | ////////////////// | ////////////////// | 2373 0 | 6.b.
7. Foreign governments and official institutions | ////////////////// | ////////////////// | ////////////////// |
(including foreign central banks) .................... | 2216 141 | 2300 141 | 2377 0 | 7.
8. Certified and official checks ........................ | 2330 49,147 | 2330 49,147 | ////////////////// | 8.
9. Total (sum of items 1 through 8) (sum of | ////////////////// | ////////////////// | ////////////////// |
columns A and C must equal Schedule RC, | ////////////////// | ////////////////// | ////////////////// |
item 13.a) ........................................... | 2215 3,322,234 | 2210 2,359,779 | 2385 6,621,402 | 9.
________________________________________________________________
</TABLE>
<TABLE>
<CAPTION>
______________________
Memoranda Dollar Amounts in Thousands | RCON Bil Mil Thou |
____________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Selected components of total deposits (i.e., sum of item 9, columns A and C): | ////////////////// |
a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts ......................... | 6835 879,495 | M.1.a.
b. Total brokered deposits ..................................................................... | 2365 1,322,347 | M.1.b.
c. Fully insured brokered deposits (included in Memorandum item 1.b above): | ////////////////// |
(1) Issued in denominations of less than $100,000 ........................................... | 2343 103 | M.1.c.(1)
(2) Issued either in denominations of $100,000 or in denominations greater than $100,000 | ////////////////// |
and participated out by the broker in shares of $100,000 or less ........................ | 2344 1,322,244 | M.1.c.(2)
d. Total deposits denominated in foreign currencies ............................................ | 3776 0 | M.1.d.
e. Preferred deposits (uninsured deposits of states and political subdivisions in the U.S. | ////////////////// |
reported in item 3 above which are secured or collateralized as required under state law) ... | 5590 402,081 | M.1.e.
2. Components of total nontransaction accounts (sum of Memoranda items 2.a through 2.d must | ////////////////// |
equal item 9, column C above): | ////////////////// |
a. Savings deposits: | ////////////////// |
(1) Money market deposit accounts (MMDAs) ................................................... | 6810 728,702 | M.2.a.(1)
(2) Other savings deposits (excludes MMDAs) ................................................. | 0352 2,015,833 | M.2.a.(2)
b. Total time deposits of less than $100,000 ................................................... | 6648 2,044,632 | M.2.b.
c. Time certificates of deposit of $100,000 or more ............................................ | 6645 1,832,235 | M.2.c.
d. Open-account time deposits of $100,000 or more .............................................. | 6646 0 | M.2.d.
3. All NOW accounts (included in column A above) .................................................. | 2398 962,453 | M.3.
______________________
</TABLE>
19
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-10
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-E--Continued
Part I. Continued
Memoranda (continued)
_________________________________________________________________________________________________________________________________
| Deposit Totals for FDIC Insurance Assessments(1) ______________________ |
| Dollar Amounts in Thousands | RCON Bil Mil Thou | |
__________________________________________________________________________________________________ ____________________
<S> <C> <C>
| 4. Total deposits in domestic offices (sum of item 9, column A and item 9, column C) |/////////////////// | |
| (must equal Schedule RC, item 13.a) ......................................................... | 2200 9,943,636 | M.4. |
| | ////////////////// | |
| a. Total demand deposits (must equal item 9, column B) ...................................... | 2210 2,359,779 | M.4.a.|
| b. Total time and savings deposits(2) (must equal item 9, column A plus item 9, column C | ////////////////// | |
| minus item 9, column B) .................................................................. | 2350 7,583,857 | M.4.b.|
______________________
<FN>
| ____________ |
| (1) An amended Certified Statement should be submitted to the FDIC if the deposit totals reported in this item are amended |
| after the semiannual Certified Statement originally covering this report date has been filed with the FDIC. |
| (2) For FDIC insurance assessment purposes, "total time and savings deposits" consists of nontransaction accounts and all |
| transaction accounts other than demand deposits. |
| |
_________________________________________________________________________________________________________________________________
</TABLE>
<TABLE>
<CAPTION>
______________________
Dollar Amounts in Thousands | RCON Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
<S> <C> <C>
5. Time deposits of less than $100,000 and open-account time deposits of $100,000 or more | ////////////////// |
(included in Memorandum items 2.b and 2.d above) with a remaining maturity or repricing | ////////////////// |
frequency of:(1) | ////////////////// |
a. Three months or less ....................................................................... | 0359 527,484 | M.5.a.
b. Over three months through 12 months (but not over 12 months) ............................... | 3644 562,357 | M.5.b.
6. Maturity and repricing data for time certificates of deposit of $100,000 or more:(1) | ////////////////// |
a. Fixed rate time certificates of deposit of $100,000 or more with a remaining maturity of: | ////////////////// |
(1) Three months or less ................................................................... | 2761 485,603 | M.6.a.(1)
(2) Over three months through 12 months .................................................... | 2762 334,174 | M.6.a.(2)
(3) Over one year through five years ....................................................... | 2763 1,009,153 | M.6.a.(3)
(4) Over five years ........................................................................ | 2765 3,305 | M.6.a.(4)
(5) Total fixed rate time certificates of deposit of $100,000 or more (sum of | ////////////////// |
Memorandum items 6.a.(1) through 6.a.(4)) .............................................. | 2767 1,832,235 | M.6.a.(5)
b. Floating rate time certificates of deposit of $100,000 or more with a repricing frequency of:| ////////////////// |
(1) Quarterly or more frequently ........................................................... | 4568 0 | M.6.b.(1)
(2) Annually or more frequently, but less frequently than quarterly ........................ | 4569 0 | M.6.b.(2)
(3) Every five years or more frequently, but less frequently than annually ................. | 4571 0 | M.6.b.(3)
(4) Less frequently than every five years .................................................. | 4572 0 | M.6.b.(4)
(5) Total floating rate time certificates of deposit of $100,000 or more (sum of | ////////////////// |
Memorandum items 6.b.(1) through 6.b.(4)) .............................................. | 4573 0 | M.6.b.(5)
c. Total time certificates of deposit of $100,000 or more (sum of Memorandum items 6.a.(5) | ////////////////// |
and 6.b.(5)) (must equal Memorandum item 2.c. above) ....................................... | 6645 1,832,235 | M.6.c.
______________________
<FN>
_____________
(1) Memorandum items 5 and 6 are not applicable to savings banks that must complete supplemental Schedule RC-J.
</TABLE>
20
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-11
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-E--Continued
Part II. Deposits in Foreign Offices (including Edge and
Agreement subsidiaries and IBFs)
______________________
Dollar Amounts in Thousands | RCFN Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
<S> <C> <C>
Deposits of: | ////////////////// |
1. Individuals, partnerships, and corporations ................................................... | 2621 795,509 | 1.
2. U.S. banks (including IBFs and foreign branches of U.S. banks) ................................ | 2623 192,000 | 2.
3. Foreign banks (including U.S. branches and | ////////////////// |
agencies of foreign banks, including their IBFs) .............................................. | 2625 0 | 3.
4. Foreign governments and official institutions (including foreign central banks) ............... | 2650 0 | 4.
5. Certified and official checks ................................................................. | 2330 0 | 5.
6. All other deposits ............................................................................ | 2668 0 | 6.
7. Total (sum of items 1 through 6) (must equal Schedule RC, item 13.b) .......................... | 2200 987,509 | 7.
______________________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-F--Other Assets
__________
| C430 | <-
_________________ ________
Dollar Amounts in Thousands | ////////// Bil Mil Thou |
__________________________________________________________________________________________________ _________________________
<S> <C> <C>
1. Income earned, not collected on loans ........................................................ | RCFD 2164 57,923 | 1.
2. Net deferred tax assets(1) ................................................................... | RCFD 2148 87,135 | 2.
3. Excess residential mortgage servicing fees receivable ........................................ | RCFD 5371 24,529 | 3.
4. Other (itemize amounts that exceed 25% of this item) ......................................... | RCFD 2168 432,082 | 4.
_____________ ___________________________
a. | TEXT 3549 |____________________________________________________| RCFD 3549 | | /////////////////////// | 4.a.
___________
b. | TEXT 3550 |____________________________________________________| RCFD 3550 | | /////////////////////// | 4.b.
___________
c. | TEXT 3551 |____________________________________________________| RCFD 3551 | | /////////////////////// | 4.c.
_____________
___________________________
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 11) ........................... | RCFD 2160 601,669 | 5.
___________________________
<CAPTION>
Memorandum ___________________________
Dollar Amounts in Thousands | ////////// Bil Mil Thou |
__________________________________________________________________________________________________ _________________________
<S> <C> <C>
1. Deferred tax assets disallowed for regulatory capital purposes ............................... | RCFD 5610 0 | M.1.
___________________________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-G--Other Liabilities
__________
| C435 | <-
_________________ ________
Dollar Amounts in Thousands | ////////// Bil Mil Thou |
__________________________________________________________________________________________________ _________________________
<S> <C> <C>
1. a. Interest accrued and unpaid on deposits in domestic offices(2) ............................ | RCON 3645 44,817 | 1.a.
b. Other expenses accrued and unpaid (includes accrued income taxes payable) ................. | RCFD 3646 112,040 | 1.b.
2. Net deferred tax liabilities(1) .............................................................. | RCFD 3049 0 | 2.
3. Minority interest in consolidated subsidiaries ............................................... | RCFD 3000 0 | 3.
4. Other (itemize amounts that exceed 25% of this item) ......................................... | RCFD 2938 80,179 | 4.
_____________ ___________________________
a. | TEXT 3552 |____________________________________________________| RCFD 3552 | 445,000 | /////////////////////// | 4.a.
___________
b. | TEXT 3553 |____________________________________________________| RCFD 3553 | | /////////////////////// | 4.b.
___________
c. | TEXT 3554 |____________________________________________________| RCFD 3554 | | /////////////////////// | 4.c.
_____________
___________________________
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20) ........................... | RCFD 2930 237,036 | 5.
___________________________
<FN>
____________
(1) See discussion of deferred income taxes in Glossary entry on "income taxes."
(2) For savings banks, include "dividends" accrued and unpaid on deposits.
</TABLE>
21
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-12
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-H--Selected Balance Sheet Items for Domestic Offices
__________
| C440 | <-
____________ ________
| Domestic Offices |
____________________
Dollar Amounts in Thousands | RCON Bil Mil Thou |
_____________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Customers' liability to this bank on acceptances outstanding .................................... | 2155 15,953 | 1.
2. Bank's liability on acceptances executed and outstanding ........................................ | 2920 15,953 | 2.
3. Federal funds sold and securities purchased under agreements to resell .......................... | 1350 391,700 | 3.
4. Federal funds purchased and securities sold under agreements to repurchase ...................... | 2800 3,735,104 | 4.
5. Other borrowed money ............................................................................ | 3190 1,887,993 | 5.
EITHER | ////////////////// |
6. Net due from own foreign offices, Edge and Agreement subsidiaries, and IBFs ..................... | 2163 N/A | 6.
OR | ////////////////// |
7. Net due to own foreign offices, Edge and Agreement subsidiaries, and IBFs ....................... | 2941 967,509 | 7.
8. Total assets (excludes net due from foreign offices, Edge and Agreement subsidiaries, and IBFs) . | 2192 18,643,111 | 8.
9. Total liabilities (excludes net due to foreign offices, Edge and Agreement subsidiaries, and IBFs)| 3129 16,247,204 | 9.
______________________
</TABLE>
<TABLE>
<CAPTION>
Items 10-17 include held-to-maturity and available-for-sale securities in domestic offices. ______________________
| RCON Bil Mil Thou |
____________________
<S> <C> <C>
10. U.S. Treasury securities ....................................................................... | 1779 1,728,780 | 10.
11. U.S. Government agency and corporation obligations (exclude mortgage-backed | ////////////////// |
securities) .................................................................................... | 1785 0 | 11.
12. Securities issued by states and political subdivisions in the U.S. ............................. | 1786 49 | 12.
13. Mortgage-backed securities: | ////////////////// |
a. Pass-through securities: | ////////////////// |
(1) Issued or guaranteed by FNMA, FHLMC, or GNMA ............................................ | 1787 1,699,839 | 13.a.(1)
(2) Privately-issued ........................................................................ | 1869 17,122 | 13.a.(2)
b. CMOs and REMICs: | ////////////////// |
(1) Issued by FNMA and FHLMC ................................................................ | 1877 85,184 | 13.b.(1)
(2) Privately-issued ........................................................................ | 2253 349,185 | 13.b.(2)
14. Other domestic debt securities ................................................................. | 3159 857,162 | 14.
15. Foreign debt securities ........................................................................ | 3160 2,900 | 15.
16. Equity securities: | ////////////////// |
a. Investments in mutual funds ................................................................. | 3161 5,892 | 16.a.
b. Other equity securities with readily determinable fair values ............................... | 3162 0 | 16.b.
c. All other equity securities ................................................................. | 3169 65,788 | 16.c.
17. Total held-to-maturity and available-for-sale securities (sum of items 10 through 16) .......... | 3170 4,811,901 | 17.
______________________
</TABLE>
<TABLE>
<CAPTION>
Memorandum (to be completed only by banks with IBFs and other "foreign" offices)
______________________
Dollar Amounts in Thousands | RCON Bil Mil Thou |
_____________________________________________________________________________________________________ ____________________
<S> <C> <C>
EITHER | ////////////////// |
1. Net due from the IBF of the domestic offices of the reporting bank .............................. | 3051 N/A | M.1.
OR | ////////////////// |
2. Net due to the IBF of the domestic offices of the reporting bank ................................ | 3059 N/A | M.2.
______________________
</TABLE>
22
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-13
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-I--Selected Assets and Liabilities of IBFs
To be completed only by banks with IBFs and other "foreign" offices. __________
| C445 | <-
____________ ________
Dollar Amounts in Thousands | RCFN Bil Mil Thou |
_____________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Total IBF assets of the consolidated bank (component of Schedule RC, item 12) .................. | 2133 N/A | 1.
2. Total IBF loans and lease financing receivables (component of Schedule RC-C, part I, item 12, | ////////////////// |
column A) ...................................................................................... | 2076 N/A | 2.
3. IBF commercial and industrial loans (component of Schedule RC-C, part I, item 4, column A) ..... | 2077 N/A | 3.
4. Total IBF liabilities (component of Schedule RC, item 21) ...................................... | 2898 N/A | 4.
5. IBF deposit liabilities due to banks, including other IBFs (component of Schedule RC-E, | ////////////////// |
part II, items 2 and 3) ........................................................................ | 2379 N/A | 5.
6. Other IBF deposit liabilities (component of Schedule RC-E, part II, items 1, 4, 5, and 6) ...... | 2381 N/A | 6.
______________________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-K--Quarterly Averages (1)
__________
| C455 | <-
_________________ ________
Dollar Amounts in Thousands | ///////// Bil Mil Thou |
_______________________________________________________________________________________________ _________________________
<S> <C> <C>
ASSETS | /////////////////////// |
1. Interest-bearing balances due from depository institutions ............................... | RCFD 3381 130,889 | 1.
2. U.S. Treasury securities and U.S. Government agency and corporation obligations(2) ....... | RCFD 3382 3,478,417 | 2.
3. Securities issued by states and political subdivisions in the U.S.(2) .................... | RCFD 3383 60 | 3.
4. a. Other debt securities(2) .............................................................. | RCFD 3647 1,340,956 | 4.a.
b. Equity securities(3) (includes investments in mutual funds and Federal Reserve stock) . | RCFD 3648 63,197 | 4.b.
5. Federal funds sold and securities purchased under agreements to resell in domestic offices | /////////////////////// |
of the bank and of its Edge and Agreement subsidiaries, and in IBFs ...................... | RCFD 3365 251,455 | 5.
6. Loans: | /////////////////////// |
a. Loans in domestic offices: | /////////////////////// |
(1) Total loans ....................................................................... | RCON 3360 11,242,553 | 6.a.(1)
(2) Loans secured by real estate ...................................................... | RCON 3385 4,959,628 | 6.a.(2)
(3) Loans to finance agricultural production and other loans to farmers ............... | RCON 3386 2,919 | 6.a.(3)
(4) Commercial and industrial loans ................................................... | RCON 3387 4,565,110 | 6.a.(4)
(5) Loans to individuals for household, family, and other personal expenditures ....... | RCON 3388 557,004 | 6.a.(5)
| /////////////////////// |
b. Total loans in foreign offices, Edge and Agreement subsidiaries, and IBFs ............. | RCFN 3360 0 | 6.b.
7. Assets held in trading accounts .......................................................... | RCFD 3401 0 | 7.
8. Lease financing receivables (net of unearned income) ..................................... | RCFD 3484 10,359 | 8.
9. Total assets ............................................................................. | RCFD 3368 18,118,924 | 9.
LIABILITIES | /////////////////////// |
10. Interest-bearing transaction accounts in domestic offices (NOW accounts, ATS accounts, | /////////////////////// |
and telephone and preauthorized transfer accounts) (exclude demand deposits) ............. | RCON 3485 947,726 | 10.
11. Nontransaction accounts in domestic offices: | /////////////////////// |
a. Money market deposit accounts (MMDAs) ................................................. | RCON 3486 731,263 | 11.a.
b. Other savings deposits ................................................................ | RCON 3487 2,068,655 | 11.b.
c. Time certificates of deposit of $100,000 or more ...................................... | RCON 3345 1,552,212 | 11.c.
d. All other time deposits ............................................................... | RCON 3469 1,983,503 | 11.d.
12. Interest-bearing deposits in foreign offices, Edge and Agreement subsidiaries, and IBFs .. | RCFN 3404 789,625 | 12.
13. 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 .............. | RCFD 3353 4,343,543 | 13.
14. Other borrowed money ..................................................................... | RCFD 3355 1,649,203 | 14.
___________________________
<FN>
_____________
(1) For all items, banks have the option of reporting either (1) an average of daily figures for the quarter, or
(2) an average of weekly figures (i.e., the Wednesday of each week of the quarter).
(2) Quarterly averages for all debt securities should be based on amortized cost.
(3) Quarterly averages for all equity securities should be based on historical cost.
</TABLE>
23
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-14
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-L--Off-Balance Sheet Items
Please read carefully the instructions for the preparation of Schedule RC-L. Some of the amounts
reported in Schedule RC-L are regarded as volume indicators and not necessarily as measures of risk. __________
| C460 | <-
____________ ________
Dollar Amounts in Thousands | RCFD Bil Mil Thou |
____________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Unused commitments: | ////////////////// |
a. Revolving, open-end lines secured by 1-4 family residential properties, e.g., home | ////////////////// |
equity lines ............................................................................... | 3814 424,211 | 1.a.
b. Credit card lines .......................................................................... | 3815 0 | 1.b.
c. Commercial real estate, construction, and land development: | ////////////////// |
(1) Commitments to fund loans secured by real estate ....................................... | 3816 29,853 | 1.c.(1)
(2) Commitments to fund loans not secured by real estate ................................... | 6550 17,758 | 1.c.(2)
d. Securities underwriting .................................................................... | 3817 0 | 1.d.
e. Other unused commitments ................................................................... | 3818 7,529,404 | 1.e.
2. Financial standby letters of credit and foreign office guarantees ............................. | 3819 1,035,212 | 2.
___________________________
a. Amount of financial standby letters of credit conveyed to others | RCFD 3820 | 986 | ////////////////// | 2.a.
___________________________
3. Performance standby letters of credit and foreign office guarantees ........................... | 3821 105,961 | 3.
a. Amount of performance standby letters of credit conveyed to | ////////////////// |
___________________________
others .......................................................... | RCFD 3822 | 0 | ////////////////// | 3.a.
___________________________
4. Commercial and similar letters of credit ...................................................... | 3411 83,030 | 4.
5. Participations in acceptances (as described in the instructions) conveyed to others by | ////////////////// |
the reporting bank ............................................................................ | 3428 0 | 5.
6. Participations in acceptances (as described in the instructions) acquired by the reporting | ////////////////// |
(nonaccepting) bank ........................................................................... | 3429 8,529 | 6.
7. Securities borrowed ........................................................................... | 3432 0 | 7.
8. Securities lent (including customers' securities lent where the customer is indemnified | ////////////////// |
against loss by the reporting bank) ........................................................... | 3433 0 | 8.
9. Mortgages transferred (i.e., sold or swapped) with recourse that have been treated as sold | ////////////////// |
for Call Report purposes: | ////////////////// |
a. FNMA and FHLMC residential mortgage loan pools: | ////////////////// |
(1) Outstanding principal balance of mortgages transferred as of the report date ........... | 3650 80,150 | 9.a.(1)
(2) Amount of recourse exposure on these mortgages as of the report date ................... | 3651 63,418 | 9.a.(2)
b. Private (nongovernment-issued or -guaranteed) residential mortgage loan pools: | ////////////////// |
(1) Outstanding principal balance of mortgages transferred as of the report date ........... | 3652 0 | 9.b.(1)
(2) Amount of recourse exposure on these mortgages as of the report date ................... | 3653 0 | 9.b.(2)
c. Farmer Mac agricultural mortgage loan pools: | ////////////////// |
(1) Outstanding principal balance of mortgages transferred as of the report date ........... | 3654 0 | 9.c.(1)
(2) Amount of recourse exposure on these mortgages as of the report date ................... | 3655 0 | 9.c.(2)
10. When-issued securities: | ////////////////// |
a. Gross commitments to purchase .............................................................. | 3434 0 | 10.a.
b. Gross commitments to sell .................................................................. | 3435 0 | 10.b.
11. Interest rate contracts (exclude when-issued securities): | ////////////////// |
a. Notional value of interest rate swaps ...................................................... | 3450 80,150 | 11.a.
b. Futures and forward contracts .............................................................. | 3823 63,418 | 11.b.
c. Option contracts (e.g., options on Treasuries): | ////////////////// |
(1) Written option contracts ............................................................... | 3824 548,250 | 11.c.(1)
(2) Purchased option contracts ............................................................. | 3825 1,473,250 | 11.c.(2)
12. All other off-balance sheet liabilities (exclued off-balance sheet derivatives) (itemize and | ////////////////// |
describe each component of this item over 25% of Schedule RC, item 28,("Total equity capital") | ////////////////// |
over 25% of Schedule RC, item 28, "Total equity capital") ..................................... | 3430 0 | 12.
| ////////////////// |
_____________ __________________________
a. | TEXT 3555 |______________________________________________________| RCFD 3555 | | ////////////////// | 12.a.
b. | TEXT 3556 |______________________________________________________| RCFD 3556 | | ////////////////// | 12.b.
___________
c. | TEXT 3557 |______________________________________________________| RCFD 3557 | | ////////////////// | 12.c.
_____________
d. | TEXT 3558 |______________________________________________________| RCFD 3558 | | ////////////////// | 12.d.
_____________
13. All other off-balance sheet assets (exclude off-balance sheet derivatives) (itemize and
describe each component of this item over 25% of Schedule RC, "Total equity capital"
_____________ __________________________
a. | TEXT 5592 |______________________________________________________| RCFD 5592 | | ////////////////// | 13.a.
___________
b. | TEXT 5593 |______________________________________________________| RCFD 5593 | | ////////////////// | 13.b.
___________
c. | TEXT 5594 |______________________________________________________| RCFD 5594 | | ////////////////// | 13.c.
_____________
d. | TEXT 5595 |______________________________________________________| RCFD 5595 | | ////////////////// | 13.d.
_____________
________________________________________________
Schedule RC-L--Continued
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-05
Address: 777 MAIN STREET
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
__________
| C461 | <-
________
|
_____________________
_________________________________________ _________________________________________
| (Column A) | (Column B) | (Column C) | (Column D) |
| Interest Rate | Foreign Exchange | Equity Derivative | Commodity and other|
| Contracts | Contracts | Contracts | Contracts |
|___________________|____________________|____________________|____________________|
Dollar Amounts in thousands |Tril Bil Mil Thou | Tril Bil Mil Thou | Tril Bil Mil Thou | Tril Bil Mil Thou |
______________________________________________________________________________________________________________________|
<S> <C> <C> <C> <C> <C>
| Off-balance Sheet Derivatives | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
| Position Indicators | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
___________________________________| ///////////////// | ////////////////// | ////////////////// | ////////////////// |
| ///////////////// | ////////////////// | ////////////////// | ////////////////// |
14. Gross amounts (e.g., notional | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
amounts) (for each column, sum of | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
items 15, 16.a, and 16.b): |___________________|____________________|___________________ |____________________|
a. Future contracts ............. | 1,069,500 | 0 | 0 | 0 | 14.a.
| RCFD 8693 | RCFD 8694 | RCFD 8695 | RCFD 8696 |
b. Forward contracts ............ | 31,000 | 3,760,608 | 0 | 0 | 14.b.
| RCFD 8697 | RCFD 8698 | RCFD 8699 | RCFD 8700 |
c. Exchange-trade option contracts| ///////////////// | ////////////////// | ////////////////// | ////////////////// |
(1) Written options ......... | 0 | 0 | 0 | 0 | 14.c.(1)
| RCFD 8701 | RCFD 8702 0 | RCFD 8703 | RCFD 8704 |
(2) Purchased options ........ | 0 | 0 | 0 | 0 | 14.c.(2)
| RCFD 8705 | RCFD 8706 | RCFD 8707 | RCFD 8708 |
d. Over-the-counter option contracts: | ////////////////// | ////////////////// | ///////////////// | //////////////// |
(1) Written options .......... | 393,500 | 0 | 0 | 0 | 14.d.(1)
| RCFD 8709 | RCFD 8710 | RCFD 8711 | RCFD 8712 | 3.b.
(2) Purchased options ........ | 918,500 | 0 | 0 | 0 | 14.d.2
| RCFD 8713 | RCFD 8714 | RCFD 8715 | RCFD 8716 |
e. Swaps ............................ | 4,108,867 | 0 | 0 | 0 | 14.e.
| RCFD 3450 | RCFD 3826 | RCFD 8719 | RCFD 8720 |
| ////////////////// | ////////////////// | ///////////////// | ////////////////// |
15. Total gross notional amount of | ////////////////// | ////////////////// | ///////////////// | ////////////////// |
derivative contracts held for | ////////////////// | ////////////////// | ///////////////// | ////////////////// |
trading ......................... | 300,000 | 3,760,608 | 0 | 0 | 15.
| RCFD 7186 | RCFD 7187 | RCFD 872 | RCFD 8724 |
16. Total gross notinal amount of | ////////////////// | ///////////////// | ///////////////// | ////////////////// |
derivative contracts held for | ////////////////// | ////////////////// | ///////////////// | ////////////////// |
purposes other than trading: | ////////////////// | ////////////////// | ///////////////// | ////////////////// |
a. Contracts marked to market ... | 246,500 | 0 | 0 | 0 | 16.a.
| RCFD 8725 | RCFD 8726 | RCF 8727 | RCFD 8728 |
b. Contracts not marked to market | 5,974,867 | 0 | 0 | 0 | 16.b.
| RCFD 8729 | RCFD 8730 | RFD 8731 | RCFD 8732 |
___________________________________________________________________________________|
</TABLE>
<TABLE>
<CAPTION>
_________________________________________ _________________________________________
| (Column A) | (Column B) | (Column C) | (Column D) |
| Interest Rate | Foreign Exchange | Equity Derivative | Commodity and other|
| Contracts | Contracts | Contracts | Contracts |
|___________________|____________________|____________________|____________________|
Dollar Amounts in thousands |Tril Bil Mil Thou | Tril Bil Mil Thou | Tril Bil Mil Thou | Tril Bil Mil Thou |
______________________________________________________________________________________________________________________|
<S> <C> <C> <C> <C> <C>
| Off-balance Sheet Derivatives | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
| Position Indicators | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
___________________________________| ///////////////// | ////////////////// | ////////////////// | ////////////////// |
| ///////////////// | ////////////////// | ////////////////// | ////////////////// |
17. Gross fair values of | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
derivative contracts: | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
a. Contracts held for | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
trading: | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
(1) Gross positive | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value ................... | 8733 511 | 8734 2,085,400 | 8735 0 | 8736 0 | 17.a.(1)
(2) Gross negative | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value ................... | 8737 489 | 8738 2,085,842 | 8739 0 | 8740 0 | 17.a.(2)
b. Contracts held for | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
purposes other than | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
trading that are marked | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
to market: | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
(1) Gross positive | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value ................... | 8741 0 | 8742 0 | 8743 0 | 8744 0 | 17.b.(1)
(2) Gross negative | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value ................... | 8745 956 | 8746 0 | 8747 0 | 8748 0 | 17.b.(2)
c. Contracts held for | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
purposes other than | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
trading that are not | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
marked to market: | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
(1) Gross positive | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value .................. | 8749 335,440 | 8750 0 | 8751 0 | 8752 0 |
(2) Gross negative | ///////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value ................... | 8753 87,461 | 8754 0 | 8755 0 | 8756 0 |
|__________________________________________________________________________________|
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 3/31/95 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-17
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
Schedule RC-M-Memoranda |__C465____|
Dollar Amounts in Thousands RCFD Bil Mil Thou |
______________________________________________________________________________________________________|____________________|
<S> <C> <C>
1. Extensions of credit by the reporting bank to its executive officers, directors, principal | ////////////////// |
shareholders, and their related interests as of the report date: | ////////////////// |
a. Aggregate amount of all related interests .................................................... | 6164 6,060 | 1.a.
b. Number of executive officers, directors, and principal shareholders to whom the amount of all | ////////////////// |
extensions of credit by the reporting bank (Including extensions of credit to | ////////////////// |
related interests) equals or exceeds the lesser of $500,000 or 5 percent Number | ////////////////// | 1.b.
of total capital as defined for this purpose in agency regulations. | RCFD 6165 | 4 | ////////////////// |
2. Federal funds sold and securities purchased under agreements to resell with U.S. branches | ////////////////// |
and agencies of foreign banks(1) (included in Schedule RC, items 3.a and 3.b) .................... | 3405 0 | 2.
3. Not applicable. | ////////////////// |
4. Outstanding principal balance of 1-4 family residential mortgage loans serviced for others | ////////////////// |
1) (include both retained servicing and purchased servicing): | ////////////////// |
a. Mortgages serviced under a GNMA contract ...................................................... | 5500 25,378 | 4.a.
2) b. Mortgages serviced under a FHLMC contract: | ////////////////// |
(1) Serviced with recourse to servicer ........................................................ | 5501 22,762 | 4.b.(1)
(2) Serviced without recourse to servicer ..................................................... | 5502 781,608 | 4.b.(2)
c. Mortgages serviced under a FNMA contract: | ////////////////// |
(1) Serviced under a regular option contract .................................................. | 5503 57,388 | 4.c.(1)
(2) Serviced under a special option contract .................................................. | 5504 2,357,088 | 4.c.(2)
1) d. Mortgages serviced under other servicing contracts ............................................ | 5505 3,131,580 | 4.d.
5. To be completed only by banks with $1 billion or more in total assets: | ////////////////// |
2) Customers' liability to this bank on acceptances outstanding (sum of items 5.a and 5.b must | ////////////////// |
equal Schedule RC, item 9): | ////////////////// |
a. U.S. addressees (domicile) .................................................................... | 2103 15,953 | 5.a.
b. Non-U.S. addressees (domicile) ................................................................ | 2104 0 | 5.b.
. Intangible assets: | ////////////////// |
a. Mortgage servicing rights ..................................................................... | 3164 13,124 | 6.a.
b. Other identifiable intangible assets: | ////////////////// |
(1) Purchased credit card relationships ....................................................... | 5506 0 | 6.b.(1)
(2) All other identifiable intangible assets .................................................. | 5507 4,048 | 6.b.(2)
c. Goodwill ...................................................................................... | 3163 260,543 | 6.c.
d. Total (sum of items 6.a through 6.c) (must equal Schedule RC, item 10) ........................ | 2143 277,715 | 6.d.
e. Intangible assets that have been grandfathered for regulatory capital purposes ................ | 6442 0 | 6.e.
7. Mandatory convertible debt, net of common or perpetual preferred stock dedicated to |/////////////////// |
redeem the debt ...................................................................................| 3295 0 | 7.
</TABLE>
<TABLE>
<CAPTION>
Dollar Amounts in Thousands | ///////// Bil Mil Thou |
_____________________________________________________________________________________________ _________________________
<S> <C> <C>
8. a. Other real estate owned: | /////////////////////// |
(1) Direct and indirect investments in real estate ventures ......................... | RCFD 5372 0 | 8.a.(1)
(2) All other real estate owned: | /////////////////////// |
(a) Construction and land development in domestic offices ....................... | RCON 5508 814 | 8.a.(2)(a)
(b) Farmland in domestic offices ................................................ | RCON 5509 0 | 8.a.(2)(b)
(c) 1-4 family residential properties in domestic offices ....................... | RCON 5510 3,125 | 8.a.(2)(c)
(d) Multifamily (5 or more) residential properties in domestic offices .......... | RCON 5511 0 | 8.a.(2)(d)
(e) Nonfarm nonresidential properties in domestic offices ....................... | RCON 5512 4,652 | 8.a.(2)(e)
(f) In foreign offices .......................................................... | RCFN 5513 0 | 8.a.(2)(f)
(3) Total (sum of items 8.a.(1) and 8.a.(2)) (must equal Schedule RC, item 7) ....... | RCFD 2150 8,591 | 8.a.(3)
b. Investments in unconsolidated subsidiaries and associated companies: | /////////////////////// |
(1) Direct and indirect investments in real estate ventures ......................... | RCFD 5374 0 | 8.b.(1)
(2) All other investments in unconsolidated subsidiaries and associated companies ... | RCFD 5375 0 | 8.b.(2)
(3) Total (sum of items 8.b.(1) and 8.b.(2)) (must equal Schedule RC, item 8) ....... | RCFD 2130 0 | 8.b.(3)
c. Total assets of unconsolidated subsidiaries and associated companies ................ | RCFD 5376 0 | 8.c.
9. Noncumulative perpetual preferred stock and related surplus included in Schedule RC, | /////////////////////// |
item 23, "Perpetual preferred stock and related surplus" ............................... | RCFD 3778 0 | 9.
10. Mutual fund and annuity sales in domestic offices during the quarter (include | /////////////////////// |
proprietary, private label, and third party mutual funds): | /////////////////////// |
a. Money market funds .................................................................. | RCON 6441 0 | 10.a.
b. Equity securities funds ............................................................. | RCON 8427 0 | 10.b.
c. Debt securities funds ............................................................... | RCON 8428 0 | 10.c.
d. Other mutual funds .................................................................. | RCON 8429 0 | 10.d.
e. Annuities ........................................................................... | RCON 8430 0 | 10.e.
f. Sales of proprietary mutual funds and annuities (included in itmes 10.a through | /////////////////////// |
10.e. above) ........................................................................... | RCON 8784 0 | 10.f.
</TABLE>
<TABLE>
<CAPTION>
_________________________________________________________________________________________________________________________________
| |
______________________
|Memorandum Dollar Amounts in Thousands | RCFD Bil Mil Thou | |
_________________________________________________________________________________________________ ____________________
<S> <C> <C>
|1. Interbank holdings of capital instruments (to be completed for the December report only): | ////////////////// | |
| a. Reciprocal holdings of banking organizations' capital instruments ........................ | 3836 N/A | M.1.a. |
| b. Nonreciprocal holdings of banking organizations' capital instruments ..................... | 3837 N/A | M.1.b. |
______________________
| |
_________________________________________________________________________________________________________________________________
</TABLE>
27
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-18
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-N--Past Due and Nonaccrual Loans, Leases,
and Other Assets
The FFIEC regards the information reported in __________
all of Memorandum item 1, in items 1 through 10, | C470 | <-
column A, and in Memorandum items 2 through 4, ______________________________________________________ ________
column A, as confidential. | (Column A) | (Column B) | (Column C) |
| Past due | Past due 90 | Nonaccrual |
| 30 through 89 | days or more | |
| days and still | and still | |
| accruing | accruing | |
____________________ ____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
______________________________________________________ ____________________ ____________________ ____________________
<S> <C> <C> <C> <C>
1. Loans secured by real estate: | C | ////////////////// | ////////////////// |
a. To U.S. addressees (domicile) ................ | | 1246 15,544 | 1247 98,273 | 1.a.
b. To non-U.S. addressees (domicile) ............ | O | 1249 0 | 1250 0 | 1.b.
2. Loans to depository institutions and | | ////////////////// | ////////////////// |
acceptances of other banks: | N | ////////////////// | ////////////////// |
a. To U.S. banks and other U.S. depository | | ////////////////// | ////////////////// |
institutions ................................. | F | 5378 0 | 5379 0 | 2.a.
b. To foreign banks ............................. | | 5381 0 | 5382 0 | 2.b.
3. Loans to finance agricultural production and | I | ////////////////// | ////////////////// |
other loans to farmers .......................... | | 1597 0 | 1583 33 | 3.
4. Commercial and industrial loans: | D | ////////////////// | ////////////////// |
a. To U.S. addressees (domicile) ................ | | 1252 6,043 | 1253 30,154 | 4.a.
b. To non-U.S. addressees (domicile) ............ | E | 1255 0 | 1256 0 | 4.b.
5. Loans to individuals for household, family, and | | ////////////////// | ////////////////// |
other personal expenditures: | N | ////////////////// | ///////////////// |
a. Credit cards and related plans ............... | | 5384 73 | 5385 105 | 5.a.
b. Other (includes single payment, installment, | T | ////////////////// | ////////////////// |
and all student loans) ....................... | | 5387 461 | 5388 752 | 5.b.
6. Loans to foreign governments and official | I | ////////////////// | ////////////////// |
institutions .................................... | | 5390 0 | 5391 0 | 6.
7. All other loans ................................. | A | 5460 138 | 5461 7,286 | 7.
8. Lease financing receivables: | | ////////////////// | ////////////////// |
a. Of U.S. addressees (domicile) ................ | L | 1258 0 | 1259 0 | 8.a.
b. Of non-U.S. addressees (domicile) ............ | | 1272 0 | 1791 0 | 8.b.
9. Debt securities and other assets (exclude other | | ////////////////// | ////////////////// |
real estate owned and other repossessed assets) . | | 3506 0 | 3507 0 | 9.
________________________________________________________________
</TABLE>
<TABLE>
<CAPTION>
====================================================================================================================================
Amounts reported in items 1 through 8 above include guaranteed and unguaranteed portions of past due and nonaccrual loans and
leases. Report in item 10 below certain guaranteed loans and leases that have already been included in the amounts reported in
items 1 through 8.
________________________________________________________________
10. Loans and leases reported in items 1 | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
____________________ ____________________ ____________________
<S> <C> <C> <C> <C>
through 8 above which are wholly or partially | | ////////////////// | ////////////////// |
guaranteed by the U.S. Government ............... | CONFIDENTIAL | 5613 283 | 5614 238 | 10.
a. Guaranteed portion of loans and leases | | ////////////////// | ////////////////// |
included in item 10 above .................... | | 5616 249 | 5617 227 | 10.a.
________________________________________________________________
</TABLE>
28
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-19
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-N--Continued
__________
| C473 | <-
______________________________________________________ ________
| (Column A) | (Column B) | (Column C) |
| Past due | Past due 90 | Nonaccrual |
| 30 through 89 | days or more | |
| days and still | and still | |
Memoranda | accruing | accruing | |
____________________ ____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
______________________________________________________ ____________________ ____________________ ____________________
<S> <C> <C> <C> <C>
1. Restructured loans and leases included in | | |
Schedule RC-N, items 1 through 8, above ......... | | | M.1.
2. Loans to finance commercial real estate, | | C O N F I D E N T I A L |
construction, and land development activities | C | |
(not secured by real estate) included in | O | |
Schedule RC-N, items 4 and 7, above ............. | N | | M.2.
F ____________________ ____________________
3. Loans secured by real estate in domestic offices | I | RCON Bil Mil Thou | RCON Bil Mil Thou |
D ____________________ ____________________
(included in Schedule RC-N, item 1, above): | E | ////////////////// | ////////////////// |
a. Construction and land development ............ | N | 2769 135 | 3492 4,931 | M.3.a.
b. Secured by farmland .......................... | T | 3494 0 | 3495 0 | M.3.b.
c. Secured by 1-4 family residential properties: | I | ////////////////// | ////////////////// |
(1) Revolving, open-end loans secured by | A | ////////////////// | ////////////////// |
1-4 family residential properties and | L | ////////////////// | ////////////////// |
extended under lines of credit ........... | | 5399 579 | 5400 2,526 | M.3.c.(1)
(2) All other loans secured by 1-4 family | | ////////////////// | ////////////////// |
residential properties ................... | | 5402 9,892 | 5403 23,202 | M.3.c.(2)
d. Secured by multifamily (5 or more) | | ////////////////// | ////////////////// |
residential properties ....................... | | 3500 413 | 3501 3,195 | M.3.d.
e. Secured by nonfarm nonresidential properties . | | 3503 4,525 | 3504 64,419 | M.3.e.
________________________________________________________________
</TABLE>
<TABLE>
<CAPTION>
___________________________________________
| (Column A) | (Column B) |
| Past due 30 | Past due 90 |
| through 89 days | days or more |
____________________ ____________________
| RCFD Bil Mil Thou | RCFD Bil Mil Thou |
____________________ ____________________
<S> <C> <C> <C>
4. Interest rate, foreign exchange rate, and other | | ////////////////// |
commodity and equity contracts: | | ////////////////// |
a. Book value of amounts carried as assets ...... | CONFIDENTIAL | 3528 0 | M.4.a.
b. Replacement cost of contracts with a | | ////////////////// |
positive replacement cost .................... | | 3530 0 | M.4.b.
___________________________________________
</TABLE>
29
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-20
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-O--Other Data for Deposit Insurance Assessments
An amended Certified Statement should be submitted to the FDIC if the amounts reported in items 1
through 10 of this schedule are amended after the semiannual Certified Statement originally covering __________
this report date has been filed with the FDIC. | C475 | <-
____________ ________
Dollar Amounts in Thousands | RCON Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Unposted debits (see instructions): | ////////////////// |
a. Actual amount of all unposted debits ...................................................... | 0030 N/A | 1.a.
OR | ////////////////// |
b. Separate amount of unposted debits: | ////////////////// |
(1) Actual amount of unposted debits to demand deposits ................................... | 0031 0 | 1.b.(1)
(2) Actual amount of unposted debits to time and savings deposits(1) ...................... | 0032 0 | 1.b.(2)
2. Unposted credits (see instructions): | ////////////////// |
a. Actual amount of all unposted credits ..................................................... | 3510 N/A | 2.a.
OR | ////////////////// |
b. Separate amount of unposted credits: | ////////////////// |
(1) Actual amount of unposted credits to demand deposits .................................. | 3512 432,127 | 2.b.(1)
(2) Actual amount of unposted credits to time and savings deposits(1) ..................... | 3514 0 | 2.b.(2)
3. Uninvested trust funds (cash) held in bank's own trust department (not included in total | ////////////////// |
deposits in domestic offices) ................................................................ | 3520 0 | 3.
4. Deposits of consolidated subsidiaries in domestic offices and in insured branches in | ////////////////// |
Puerto Rico and U.S. territories and possessions (not included in total deposits): | ////////////////// |
a. Demand deposits of consolidated subsidiaries .............................................. | 2211 26,823 | 4.a.
b. Time and savings deposits(1) of consolidated subsidiaries ................................. | 2351 0 | 4.b.
c. Interest accrued and unpaid on deposits of consolidated subsidiaries ...................... | 5514 0 | 4.c.
5. Deposits in insured branches in Puerto Rico and U.S. territories and possessions: | ////////////////// |
a. Demand deposits in insured branches (included in Schedule RC-E, Part II) .................. | 2229 0 | 5.a.
b. Time and savings deposits(1) in insured branches (included in Schedule RC-E, Part II) ..... | 2383 0 | 5.b.
c. Interest accrued and unpaid on deposits in insured branches | ////////////////// |
(included in Schedule RC-G, item 1.b) ..................................................... | 5515 0 | 5.c.
______________________
______________________
Item 6 is not applicable to state nonmember banks that have not been authorized by the | ////////////////// |
Federal Reserve to act as pass-through correspondents. | ////////////////// |
6. Reserve balances actually passed through to the Federal Reserve by the reporting bank on | ////////////////// |
behalf of its respondent depository institutions that are also reflected as deposit liabilities| ////////////////// |
of the reporting bank: | ////////////////// |
a. Amount reflected in demand deposits (included in Schedule RC-E, Part I, | ////////////////// |
Memorandum item 4.a) ...................................................................... | 2314 0 | 6.a.
b. Amount reflected in time and savings deposits(1) (included in Schedule RC-E, Part I, | ////////////////// |
Memorandum item 4.b) ...................................................................... | 2315 0 | 6.b.
7. Unamortized premiums and discounts on time and savings deposits:(1) | ////////////////// |
a. Unamortized premiums ...................................................................... | 5516 0 | 7.a.
b. Unamortized discounts ..................................................................... | 5517 0 | 7.b.
______________________
_______________________________________________________________________________________________________________________________
| |
|8. To be completed by banks with "Oakar deposits." |
______________________
| Total "Adjusted Attributable Deposits" of all institutions acquired under Section 5(d)(3) of | ////////////////// | |
| the Federal Deposit Insurance Act (from most recent FDIC Oakar Transaction Worksheet(s)) .... | 5518 292,130 | 8. |
______________________
| |
_______________________________________________________________________________________________________________________________
______________________
9. Deposits in lifeline accounts ................................................................ | 5596 ///////////// | 9.
10. Benefit-responsive "Depository Institution Investment Contracts" (included in total | ////////////////// |
deposits in domestic offices) ................................................................ | 8432 0 | 10.
______________________
<FN>
______________
(1) For FDIC insurance assessment purposes, "time and savings deposits" consists of nontransaction
accounts and all transaction accounts other than demand deposits.
</TABLE>
30
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-21
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-O--Continued
Memoranda (to be completed each quarter except as noted)
______________________
Dollar Amounts in Thousands | RCON Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
<S> <C> <C>
1. Total deposits in domestic offices of the bank (sum of Memorandum items 1.a.(1) and 1.b.(1) | ////////////////// |
must equal Schedule RC, item 13.a): | ////////////////// |
a. Deposit accounts of $100,000 or less: | ////////////////// |
(1) Amount of deposit accounts of $100,000 or less ........................................ | 2702 5,150,842 | M.1.a.(1)
(2) Number of deposit accounts of $100,000 or less (to be Number | ////////////////// |
___________________________
completed for the June report only) ........................ | RCON 3779 | N/A | ////////////////// | M.1.a.(2)
___________________________
b. Deposit accounts of more than $100,000: | ////////////////// |
(1) Amount of deposit accounts of more than $100,000 ........... Number | 2710 4,792,794 | M.1.b.(1)
___________________________
(2) Number of deposit accounts of more than $100,000 ........... | RCON 2722 | 7,524 | ////////////////// | M.1.b.(2)
_________________________________________________
2. Estimated amount of uninsured deposits in domestic offices of the bank:
a. An estimate of your bank's uninsured deposits can be determined by multiplying the number of
deposit accounts of more than $100,000 reported in Memorandum item 1.b.(2) above by
$100,000 and subtracting the result from the amount of deposit accounts of more than
$100,000 reported in Memorandum item 1.b.(1) above.
Indicate in the appropriate box at the right whether your bank has a method or procedure for YES NO
______________________
determining a better estimate of uninsured deposits than the estimate described above ..... | 6861| |///| X | M.2.a.
____________________
b. If the box marked YES has been checked, report the estimate of uninsured deposits | RCON Bil Mil Thou |
____________________
determined by using your bank's method or procedure ....................................... | 5597 N/A | M.2.b.
______________________
</TABLE>
<TABLE>
<S> <C>
_____________________________________________________________________________________________________________________________
| C477 | <-
Person to whom questions about the Reports of Condition and Income should be directed: __________
ROBERT DUFF, ASSISTANT VICE PRESIDENT (203) 986-2474
___________________________________________________________________________________ ______________________________________
Name and Title (TEXT 8901) Area code and phone number (TEXT 8902)
</TABLE>
31
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-22
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-R--Risk-Based Capital
This schedule must be completed by all banks as follows: Banks that reported total assets of $1 billion or more in Schedule RC,
item 12, for June 30, 1994, must complete items 2 through 9 and Memorandum item 1. Banks with assets of less than
$1 billion must complete items 1 through 3 below or Schedule RC-R in its entirety, depending on their response to item 1 below.
<S> <C>
1. Test for determining the extent to which Schedule RC-R must be completed. To be completed
____________
only by banks with total assets of less than $1 billion. Indicate in the appropriate | C480 | <-
_____ __________
box at the right whether the bank has total capital greater than or equal to eight percent | YES NO |
____________ _______________
of adjusted total assets ............................................................... | RCFD 6056 | |////| | 1.
_____________________________
For purposes of this test, adjusted total assets equals total assets less cash, U.S. Treasuries, U.S. Government
agency obligations, and 80 percent of U.S. Government-sponsored agency obligations plus the allowance for loan
and lease losses and selected off-balance sheet items as reported on Schedule RC-L (see instructions).
If the box marked YES has been checked, then the bank only has to complete items 2 and 3 below. If the box marked
NO has been checked, the bank must complete the remainder of this schedule.
A NO response to item 1 does not necessarily mean that the bank's actual risk-based capital ratio is less than eight
percent or that the bank is not in compliance with the risk-based capital guidelines.
</TABLE>
<TABLE>
<CAPTION>
___________________________________________
| (Column A) | (Column B) |
|Subordinated Debt(1)| Other |
| and Intermediate | Limited- |
Items 2 and 3 are to be completed by all banks. | Term Preferred | Life Capital |
| Stock | Instruments |
____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
______________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
2. Subordinated debt(1) and other limited-life capital instruments (original | ////////////////// | ////////////////// |
weighted average maturity of at least five years) with a remaining | ////////////////// | ////////////////// |
maturity of: | ////////////////// | ////////////////// |
a. One year or less ...................................................... | 3780 0 | 3786 0 | 2.a.
b. Over one year through two years ....................................... | 3781 0 | 3787 0 | 2.b.
c. Over two years through three years .................................... | 3782 0 | 3788 0 | 2.c.
d. Over three years through four years ................................... | 3783 0 | 3789 0 | 2.d.
e. Over four years through five years .................................... | 3784 0 | 3790 0 | 2.e.
f. Over five years ....................................................... | 3785 250,000 | 3791 0 | 2.f.
___________________________________________
______________________
3. Total qualifying capital (i.e., Tier 1 and Tier 2 capital) allowable under the risk-based | RCFD Bil Mil Thou |
____________________
<C> <C>
| 3792 1,371,044 | 3.
______________________
___________________________________________
| (Column A) | (Column B) |
Items 4-9 and Memorandum item 1 are to be completed | Assets | Credit Equiv- |
by banks that answered NO to item 1 above and | Recorded | alent Amount |
by banks with total assets of $1 billion or more. | on the | of Off-Balance |
| Balance Sheet | Sheet Items(2) |
____________________ ____________________
4. Assets and credit equivalent amounts of off-balance sheet items assigned | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
____________________ ____________________
<S> <C> <C> <C>
to the Zero percent risk category: | ////////////////// | ////////////////// |
a. Assets recorded on the balance sheet: | ////////////////// | ////////////////// |
(1) Securities issued by, other claims on, and claims unconditionally | ////////////////// | ////////////////// |
guaranteed by, the U.S. Government and its agencies and other | ////////////////// | ////////////////// |
OECD central governments .......................................... | 3794 1,823,286 | ////////////////// | 4.a.(1)
(2) All other ......................................................... | 3795 313,104 | ////////////////// | 4.a.(2)
b. Credit equivalent amount of off-balance sheet items ................... | ////////////////// | 3796 0 | 4.b.
___________________________________________
<FN>
______________
(1) Exclude mandatory convertible debt reported in Schedule RC-M, item 7.e, "Total."
(2) Do not report in column B the risk-weighted amount of assets reported in column A.
</TABLE>
32
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/94 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET Page RC-23
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
___________
</TABLE>
<TABLE>
<CAPTION>
Schedule RC-R--Continued
___________________________________________
| (Column A) | (Column B) |
| Assets | Credit Equiv- |
| Recorded | alent Amount |
| on the | of Off-Balance |
| Balance Sheet | Sheet Items(1) |
____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
______________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
5. Assets and credit equivalent amounts of off-balance sheet items | ////////////////// | ////////////////// |
assigned to the 20 percent risk category: | ////////////////// | ////////////////// |
a. Assets recorded on the balance sheet: | ////////////////// | ////////////////// |
(1) Claims conditionally guaranteed by the U.S. Government and its | ////////////////// | ////////////////// |
agencies and other OECD central governments ....................... | 3798 23,366 | ////////////////// | 5.a.(1)
(2) Claims collateralized by securities issued by the U.S. Govern- | ////////////////// | ////////////////// |
ment and its agencies and other OECD central governments; by | ////////////////// | ////////////////// |
securities issued by U.S. Government-sponsored agencies; and | ////////////////// | ////////////////// |
by cash on deposit ................................................ | 3799 0 | ////////////////// | 5.a.(2)
(3) All other ......................................................... | 3800 3,027,206 | ////////////////// | 5.a.(3)
b. Credit equivalent amount of off-balance sheet items ................... | ////////////////// | 3801 242,427 | 5.b.
6. Assets and credit equivalent amounts of off-balance sheet items | ////////////////// | ////////////////// |
assigned to the 50 percent risk category: | ////////////////// | ////////////////// |
a. Assets recorded on the balance sheet .................................. | 3802 3,242,777 | ////////////////// | 6.a.
b. Credit equivalent amount of off-balance sheet items ................... | ////////////////// | 3803 154,097 | 6.b.
7. Assets and credit equivalent amounts of off-balance sheet items | ////////////////// | ////////////////// |
assigned to the 100 percent risk category: | ////////////////// | ////////////////// |
a. Assets recorded on the balance sheet .................................. | 3804 10,563,754 | ////////////////// | 7.a.
b. Credit equivalent amount of off-balance sheet items ................... | ////////////////// | 3805 2,856,770 | 7.b.
8. On-balance sheet asset values excluded from the calculation of the | ////////////////// | ////////////////// |
risk-based capital ratio(2) .............................................. | 3806 (22,943)| ////////////////// | 8.
9. Total assets recorded on the balance sheet (sum of | ////////////////// | ////////////////// |
items 4.a, 5.a, 6.a, 7.a, and 8, column A)(must equal Schedule RC, | ////////////////// | ////////////////// |
item 12 plus items 4.b and 4.c) .......................................... | 3807 18,970,550 | ////////////////// | 9.
___________________________________________
<CAPTION>
___________________________________________
| (Column A) | (Column B) |
| Notional | Replacement |
| Principal | Cost |
Memorandum | Value | (Market Value) |
____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
______________________________________________________________________________ ____________________ ____________________
<S> <C> <C> <C>
1. Notional principal value and replacement cost of interest rate and | ////////////////// | ////////////////// |
foreign exchange rate contracts (in column B, report only those | ////////////////// | ////////////////// |
contracts with a positive replacement cost): | ////////////////// | ////////////////// |
a. Interest rate contracts (exclude futures contracts) ................... | ////////////////// | 3808 70,770 | M.1.a.
(1) With a remaining maturity of one year or less ..................... | 3809 284,000 | ////////////////// | M.1.a.(1)
(2) With a remaining maturity of over one year ........................ | 3812 3,556,733 | ////////////////// | M.1.a.(2)
b. Foreign exchange rate contracts (exclude contracts with an original | ////////////////// | ////////////////// |
maturity of 14 days or less and futures contracts) .................... | ////////////////// | 3811 78,084 | M.1.b.
(1) With a remaining maturity of one year or less ..................... | 3812 4,450,700 | ////////////////// | M.1.b.(1)
(2) With a remaining maturity of over one year ........................ | 3813 0 | ////////////////// | M.1.b.(2)
___________________________________________
<FN>
______________
(1) Do not report in column B the risk-weighted amount of assets reported in column A.
(2) Until a final rule on the regulatory capital treatment of net unrealized holding gains (losses) on available-for-sale
securities that is applicable to the reporting bank has taken effect, a bank that has adopted FASB Statement No. 115 should
include the difference between the fair value and the amortized cost of its available-for-sale securities in item 8 and report
the amortized cost of these securities in items 4 through 7 above. Item 8 also includes on-balance sheet asset values (or
portions thereof) of off-balance sheet interest rate, foreign exchange rate, and commodity contracts and those contracts (e.g.,
futures contracts) not subject to risk-based capital. Exclude from item 8 margin accounts and accrued receivables as well as
any portion of the allowance for loan and lease losses in excess of the amount that may be included in Tier 2 capital.
</TABLE>
33
