<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 13, 1998
REGISTRATION NO. 333-52197
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- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
---------------------
USA WASTE SERVICES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 73-1309529
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
1001 FANNIN STREET, SUITE 4000
HOUSTON, TEXAS 77002
(713) 512-6200
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
GREGORY T. SANGALIS
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
1001 FANNIN STREET, SUITE 4000
HOUSTON, TEXAS 77002
(713) 512-6200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
<TABLE>
<S> <C>
MARCUS A. WATTS THOMAS JAMES MURPHY, P.C.
LIDDELL, SAPP, ZIVLEY, HILL & LABOON, L.L.P. MCDERMOTT, WILL & EMERY
3400 CHASE TOWER 227 WEST MONROE STREET
HOUSTON, TEXAS 77002 CHICAGO, ILLINOIS 60606-5096
(713) 226-1200 (312) 372-2000
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A) MAY DETERMINE.
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<PAGE>
SUBJECT TO COMPLETION DATED MAY 13, 1998
PROSPECTUS
USA WASTE SERVICES, INC.
DEBT SECURITIES
COMMON STOCK
USA Waste Services, Inc. ("USA Waste" or the "Company") may offer and sell
from time to time, in one or more series, its unsecured debt securities
consisting of notes, debentures or other evidences of indebtedness (the "Debt
Securities"). The Company may also offer and sell from time to time shares of
its common stock, par value $.01 per share (the "Common Stock"). The aggregate
initial offering prices of the Debt Securities and the Common Stock offered by
the Company hereby (the "Securities") will not exceed $2,000,000,000 or, if
applicable, the equivalent thereof in any other currency or currency unit. The
Securities will be offered in amounts, at prices and on terms to be determined
at the time of sale and set forth in a supplement to this Prospectus (a
"Prospectus Supplement").
If the offering and sale of Securities in respect of which this Prospectus
is being delivered includes a series of Debt Securities, then the terms of such
series of Debt Securities, including, where applicable, the specific
designation, aggregate principal amount, authorized denominations, ranking as
senior or subordinated Debt Securities, maturity, interest rate or rates (or
method of determining the same) and time or times of payment of any interest,
any terms for optional or mandatory redemption, which may include redemption at
the option of holders upon the occurrence of certain events, conversion into
Common Stock, or payment of additional amounts or any sinking fund provisions,
any covenants or events of default that are in addition to or different from
those described herein, any initial public offering price, the proceeds to the
Company and any other specific terms in connection with the offering and sale of
such series of Debt Securities will be set forth in a Prospectus Supplement. As
used herein, Debt Securities shall include securities denominated in United
States dollars or, at the option of the Company if so specified in an applicable
Prospectus Supplement, in any other currency or currency unit, or in amounts
determined by reference to an index.
The Securities may be sold directly by the Company to investors, through
agents designated from time to time or to or through underwriters or dealers.
See "Plan of Distribution." If any agents of the Company or any underwriters are
involved in the sale of any Securities in respect of which this Prospectus is
being delivered, the names of such agents or underwriters and any applicable
commissions or discounts will be set forth in a Prospectus Supplement. The net
proceeds to the Company from such sale also will be set forth in a Prospectus
Supplement. See "Use of Proceeds."
Debt Securities may be issued in registered form ("Registered Securities")
or bearer form ("Bearer Securities") with or without interest coupons attached,
or both. In addition, all or a portion of the Debt Securities of a series may be
issuable in temporary or permanent global form. Debt Securities in bearer form
are offered only to non-United States persons and to offices located outside the
United States of certain United States financial institutions.
The Common Stock is traded on the New York Stock Exchange under the symbol
"UW." Any Common Stock sold pursuant to a Prospectus Supplement will be listed
on such exchange, subject to official notice of issuance.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus may not be used to consummate sales of the Securities unless
accompanied by a Prospectus Supplement.
<PAGE>
THE DATE OF THIS PROSPECTUS IS , 1998.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information filed by the Company with the Commission can
be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the following Regional Offices of the Commission: Chicago
Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511 and New York Regional Office, Seven World Trade Center,
Suite 1300, New York, New York 10048. Copies of such material can be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission maintains an
Internet Web site at http://www.sec.gov that contains reports, proxy and
information statements, and other information regarding registrants that file
electronically with the Commission. In addition, reports, proxy statements and
other information concerning the Company can be inspected at the New York Stock
Exchange, 20 Broad Street, New York, New York 10005, on which exchange the
Common Stock is listed.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") filed by the Company with the Commission under the Securities Act of
1933, as amended (the "Securities Act"). This Prospectus omits certain of the
information contained in the Registration Statement in accordance with the rules
and regulations of the Commission. Reference is hereby made to the Registration
Statement and exhibits thereto for further information with respect to the
Company and the securities offered hereby. Any statements contained herein
concerning the provisions of any document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission are not
necessarily complete, and in each instance reference is made to the copy of such
document so filed. Each such statement is qualified in its entirety by such
reference.
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission under the
Exchange Act (File No. 1-12154) are incorporated by reference in this
Prospectus:
(a) the Company's Annual Report on Form 10-K for the year ended December 31,
1997;
(b) the Company's Current Report on Form 8-K dated March 10, 1998;
(c) the description of the Common Stock contained in the Registration
Statement on Form 8-A dated July 1, 1993, as amended by Form 8-B dated
July 13, 1995.
All documents filed by the Company 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 Securities pursuant hereto shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such document. Any statement contained herein or 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 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.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the documents that are incorporated by reference in this
Prospectus (other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into such documents). Requests should be
directed to the Corporate Secretary, USA Waste Services, Inc., First City Tower,
1001 Fannin Street, Suite 4000, Houston, Texas 77002, telephone number (713)
512-6200.
3
<PAGE>
THE COMPANY
USA Waste is the third largest integrated nonhazardous solid waste
management company in North America, as measured by revenues for the 1997 fiscal
year, and currently serves the full spectrum of commercial, industrial,
municipal and residential customers in 48 states, the District of Columbia,
Canada and Puerto Rico. USA Waste's solid waste management services include
collection, transfer and disposal operations and, to a lesser extent, recycling
and certain other waste management services. At December 31, 1997, USA Waste
owned or operated an extensive network of landfills, transfer stations and
collection operations and had a diversified customer base in excess of seven
million with no single customer accounting for more than 5% of USA Waste's
operating revenues during 1997. USA Waste employed more than 17,700 people as of
December 31, 1997. The principal executive offices of USA Waste are located at
First City Tower, 1001 Fannin Street, Suite 4000, Houston, Texas 77002 and the
telephone number is (713) 512-6200. The "Company" and "USA Waste" refer to USA
Waste Services, Inc. and its subsidiaries and predecessors, unless otherwise
indicated or the context requires otherwise.
RECENT DEVELOPMENTS
On March 10, 1998, USA Waste entered into a definitive agreement and plan of
merger pursuant to which a subsidiary of USA Waste will be merged with and into
Waste Management, Inc. ("Waste Management"), and Waste Management will become a
wholly owned subsidiary of USA Waste (the "Merger"). As of the effective time of
the Merger, each outstanding share of Waste Management, other than shares held
in Waste Management's treasury or owned by Waste Management, USA Waste or any
wholly owned subsidiaries of either of them, will be converted into the right to
receive 0.725 of a share of USA Waste Common Stock. Waste Management is a
leading international provider of waste management and related services to
governmental, residential, commercial and industrial customers in the United
States and select international markets and had revenues in 1997 of
approximately $9,188,582,000. This transaction, which is expected to close
during 1998, is subject to regulatory approval and approval of the stockholders
of the Company and Waste Management. It is anticipated that the Company will
issue approximately 345,000,000 shares of its common stock related to this
transaction and that the Merger will be accounted for as a pooling of interests.
As part of the Merger, the Company's Board of Directors will be increased to
14 members, seven of whom will be designated by each of Waste Management's Board
of Directors and the Company's Board of Directors. Additionally, upon
consummation of the Merger, it is expected that the Company will change its name
to "Waste Management, Inc." ("New Waste Management"). The Corporate headquarters
of New Waste Management will be located in Houston, Texas, and John E. Drury,
the Company's Chairman of the Board and Chief Executive Officer, will remain as
Chief Executive Officer. It is also expected that Rodney R. Proto, the Company's
President and Chief Operating Officer, and Earl E. DeFrates, the Company's
Executive Vice President and Chief Financial Officer, will retain such positions
with New Waste Management.
USE OF PROCEEDS
Except as may otherwise be described in the Prospectus Supplement relating
to an offering of Securities, the net proceeds from the sale of the Securities
offered pursuant to this Prospectus and such Prospectus Supplement will be used
for general corporate purposes. Any specific allocation of the net proceeds of
an offering of Securities by the Company to a specific purpose will be
determined at the time of such offering and will be described in the related
Prospectus Supplement.
4
<PAGE>
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's consolidated ratios of earnings
to fixed charges for the periods as shown:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------------
1993 1994 1995 1996 1997
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Actual.......................................... 1.9x 1.1x 2.4x 2.3x 4.1x
</TABLE>
The Company's consolidated ratios of earnings to fixed charges were computed
by dividing earnings by fixed charges. For this purpose, earnings are the sum of
income before taxes and extraordinary items and fixed charges, excluding
capitalized interest. Fixed charges are interest, whether expensed or
capitalized, amortization of debt expense and discount on premium relating to
indebtedness, and such portion of rental expense that can be demonstrated to be
representative of the interest factor in the particular case.
The following table sets forth the Company's consolidated ratios of earnings
to fixed charges for the periods shown on a supplemental basis excluding
nonrecurring items:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------------
1993 1994 1995 1996 1997
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Supplemental.................................... 2.0x 2.4x 3.2x 4.5x 5.1x
</TABLE>
Nonrecurring items in 1997 represent merger costs, primarily related to the
Company's merger with United Waste Systems, Inc. in August 1997, and unusual
items, primarily related to the closure of two transfer stations in Minnesota,
estimated losses related to the closure and abandonment of two landfills in
Massachusetts, and various other terminated projects. Nonrecurring items in 1996
represent merger costs, primarily related to mergers with Sanifill, Inc. in
August 1996 and Western Waste Industries ("Western") in May 1996, and unusual
items, primarily related to retirement benefits associated with Western's pre-
merger retirement plan, estimated future losses related to municipal solid waste
contracts in California as a result of the continuing decline in prices of
recyclable materials, estimated losses related to the disposition of certain
non-core business assets, project reserves related to Mexican operations, and
various other terminated projects. Nonrecurring items in 1995 primarily
represent merger costs related to the merger with Chambers Development Company,
Inc. ("Chambers") in June 1995 and nonrecurring interest related to extension
fees and other charges associated with the refinancing of Chambers' pre-merger
debt. Nonrecurring items in 1994 primarily represent shareholder litigation
costs incurred in connection with a settled class action of consolidated suits
on similar claims alleging federal securities law violations against Chambers,
certain of its officers and directors, its former auditors, and the underwriters
of its securities. Nonrecurring items in 1993 were not material.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will constitute either senior debt of the Company
("Senior Debt Securities") or subordinated debt of the Company ("Subordinated
Debt Securities"). Debt Securities may be issued from time to time under one or
more indentures, each dated as of a date on or prior to the issuance of the Debt
Securities to which it relates. Senior Debt Securities and Subordinated Debt
Securities may be issued pursuant to separate indentures (respectively, a
"Senior Debt Indenture" and a "Subordinated Debt Indenture"), in each case
between the Company and Texas Commerce Bank National Association, now known as
Chase Bank of Texas, National Association ("Chase Bank"), and in the form that
has been filed as an exhibit to the Registration Statement of which this
Prospectus is a part, subject to such amendments or supplements as may be
adopted from time to time. The Company has previously entered into a Senior
Indenture dated as of September 10, 1997 with Chase Bank in the form filed as an
exhibit to the Company's Current Report on Form 8-K (file no. 1-12154) filed
with the Commission on September 24, 1997. The Company previously has entered
into a Subordinated Indenture dated as of February 1, 1997
5
<PAGE>
with Chase Bank in the form filed as an exhibit to the Company's Current Report
on Form 8-K (file no. 1-12154) filed with the Commission on February 7, 1997.
The Senior Debt Indenture and the Subordinated Debt Indenture, as amended or
supplemented from time to time, are sometimes hereinafter referred to
individually as an "Indenture" and collectively as the "Indentures." Chase Bank
(and any successors thereto as trustees under the respective Indentures) is
hereafter referred to as the "Trustee." The following summaries of actual or
anticipated provisions of the Indentures and the Debt Securities do not purport
to be complete and such summaries are subject to the detailed provisions of the
applicable Indenture to which reference is hereby made for a full description of
such provisions, including the definition of certain terms used herein. Section
references in parentheses below are to sections in both Indentures unless
otherwise indicated. Wherever particular sections or defined terms of the
applicable Indenture are referred to, such sections or defined terms are
incorporated herein by reference as part of the statement made, and the
statement is qualified in its entirety by such reference. The Indentures are
substantially identical, except for certain covenants of the Company and
provisions relating to subordination and conversion.
The Debt Securities may be issued from time to time in one or more series.
The following description of the Debt Securities sets forth certain general
terms and provisions of the Debt Securities of all series. The particular terms
of each series of Debt Securities offered by any Prospectus Supplement will be
described therein.
PROVISIONS APPLICABLE TO BOTH SENIOR AND SUBORDINATED DEBT SECURITIES
GENERAL. The Debt Securities will be unsecured senior or subordinated
obligations of the Company and may be issued from time to time in one or more
series. The Indentures do not limit the amount of Debt Securities, debentures,
notes or other types of indebtedness that may be issued by the Company or any of
its subsidiaries nor, other than as may be set forth in any Prospectus
Supplement, do they restrict transactions between the Company and its affiliates
or the payment of dividends or other distributions by the Company to its
stockholders. The rights of the Company's creditors, including holders of Debt
Securities, will be limited to the assets of the Company and will not be an
obligation of any of its Subsidiaries. In addition, other than as may be set
forth in any Prospectus Supplement, the Indentures do not and the Debt
Securities will not contain any covenants or other provisions that are intended
to afford holders of the Debt Securities special protection in the event of
either a change of control of the Company or a highly leveraged transaction by
the Company.
Reference is made to the Prospectus Supplement for the following terms of
and information relating to the Debt Securities (to the extent such terms are
applicable to such Debt Securities): (i) the title of the Debt Securities; (ii)
classification as either Senior Debt Securities or Subordinated Debt Securities;
(iii) whether the Debt Securities that constitute Subordinated Debt Securities
are convertible into Common Stock and, if so, the terms and conditions upon
which such conversion will be effected, including the initial conversion price
or conversion rate and any adjustments thereto in addition to or different from
those described herein, the conversion period and other conversion provisions in
addition to or in lieu of those described herein; (iv) any limit on the
aggregate principal amount of the Debt Securities; (v) whether the Debt
Securities are to be issuable as Registered Securities or Bearer Securities or
both, whether any of the Debt Securities are to be issuable initially in
temporary global form and whether any of the Debt Securities are to be in
permanent global form; (vi) the price or prices (expressed as a percentage of
the aggregate principal amount thereof) at which the Debt Securities will be
issued; (vii) the date or dates on which the Debt Securities will mature; (viii)
the rate or rates per annum (or the method by which such will be determined) at
which the Debt Securities will bear interest, if any, and the date from which
any such interest will accrue; (ix) the Interest Payment Dates on which any such
interest on the Debt Securities will be payable, the date on which payment of
such interest, if any, will commence and the Regular Record Dates for any
interest payable on any Debt Securities which are Registered Securities on any
Interest Payment Date and the extent to which, or the manner in which, any
interest payable on a temporary global
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<PAGE>
Debt Security on an Interest Payment Date will be paid; (x) any mandatory or
optional sinking fund or analogous provisions; (xi) each office or agency where,
subject to the terms of the Indentures as described below under "Payment and
Paying Agents," the principal of and any premium and interest on the Debt
Securities will be payable and each office or agency where, subject to the terms
of the Indentures as described below under "Form, Exchange, Registration and
Transfer," the Debt Securities may be presented for registration of transfer or
exchange; (xii) the right, if any, or obligation, if any, of the Company to
redeem the Debt Securities at its option and the period or periods, if any,
within which and the price or prices at which the Debt Securities may, pursuant
to any optional or mandatory redemption provisions, be redeemed, in whole or in
part, and the other detailed terms and provisions of any such optional or
mandatory redemption; (xiii) the denominations in which any Debt Securities
which are Registered Securities will be issuable, if other than denominations of
$1,000 and any integral multiple thereof, and the denomination or denominations
in which any Debt Securities which are Bearer Securities will be issuable, if
other than the denomination of $5,000; (xiv) the currency or currencies
(including composite currencies) in which payment of principal of and any
premium and interest on the Debt Securities is payable if other than United
States dollars; (xv) any index used to determine the amount of payments of
principal of and any premium and interest on the Debt Securities; (xvi)
information with respect to book-entry procedures, if any; (xvii) any deletions
from, modification of or additions to the Events of Default or covenants of the
Company with respect to such Debt Securities; and (xviii) any other terms of the
Debt Securities not inconsistent with the provisions of the Indentures. (Section
301) Any such Prospectus Supplement will also describe any special provisions
for the payment of additional amounts with respect to the Debt Securities.
DEBT SECURITIES MAY BE ISSUED AS ORIGINAL ISSUE DISCOUNT SECURITIES. An
Original Issue Discount Security is a Debt Security, including any zero-coupon
security, which is issued at a price lower than the amount payable upon the
Stated Maturity thereof and which provides that upon redemption or acceleration
of the maturity thereof an amount less than the amount payable upon the Stated
Maturity thereof and determined in accordance with the terms of such Debt
Security shall become due and payable. Special United States federal income tax
considerations applicable to Debt Securities issued at an original issue
discount, including Original Issue Discount Securities, and special United
States tax considerations and other terms and restrictions applicable to any
Debt Securities which are issued in bearer form, offered exclusively to United
States Aliens or denominated in other than United States dollars, will be set
forth in a Prospectus Supplement relating thereto.
FORM, EXCHANGE, REGISTRATION AND TRANSFER. Debt Securities of a series may
be issuable in definitive form solely as Registered Securities, solely as Bearer
Securities or as both Registered Securities and Bearer Securities. Unless
otherwise indicated in an applicable Prospectus Supplement, Bearer Securities
will have interest coupons attached. The Indentures also provide that Debt
Securities of a series may be issuable in temporary or permanent global form.
(Section 201)
Registered Securities of any series will be exchangeable for other
Registered Securities of the same series of any authorized denominations and of
a like aggregate principal amount and tenor. In addition, if Debt Securities of
any series are issuable as both Registered Securities and Bearer Securities, at
the option of the Holder, and subject to the terms of the applicable Indenture,
Bearer Securities (with all unmatured coupons, except as provided below, and all
matured coupons in default) of such series will be exchangeable for Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor. Bearer Securities surrendered in exchange
for Registered Securities between a Regular Record Date or a Special Record Date
and the relevant date for payment of interest shall be surrendered without the
coupon relating to such date for payment of interest, and interest accrued as of
such date for payment of interest will not be payable in respect of the
Registered Security issued in exchange for such Bearer Security, but will be
payable only to the Holder of such coupon when due in accordance with the terms
of the applicable Indenture. Bearer Securities will not be issued in exchange
for Registered Securities. (Section 305)
7
<PAGE>
Debt Securities may be presented for exchange as provided above, and
Registered Securities may be presented for registration of transfer (with the
form of transfer endorsed thereon duly executed), at the office of the Security
Registrar or at the office of any transfer agent designated by the Company for
such purpose with respect to any series of Debt Securities and referred to in an
applicable Prospectus Supplement, without service charge and upon payment of any
taxes and other governmental charges as described in the Indentures. Such
transfer or exchange will be effected upon the Security Registrar or such
transfer agent, as the case may be, being satisfied with the documents of title
and identity of the person making the request. Unless otherwise indicated in any
Prospectus Supplement, the Company will serve as Security Registrar. (Section
305) If a Prospectus Supplement refers to any transfer agents (in addition to
the Security Registrar) initially designated by the Company with respect to any
series of Debt Securities, the Company may at any time rescind the designation
of any such transfer agent or approve a change in the location through which any
such transfer agent acts, except that, if Debt Securities of a series are
issuable solely as Registered Securities, the Company will be required to
maintain a transfer agent in each Place of Payment for such series and, if Debt
Securities of a series are also issuable as Bearer Securities, the Company will
be required to maintain (in addition to the Security Registrar) a transfer agent
in a Place of Payment for such series located outside the United States. The
Company may at any time designate additional transfer agents with respect to any
series of Debt Securities. (Section 1002)
Title to any Bearer Securities (including Bearer Securities in permanent
global form) and any coupons appertaining thereto will pass by delivery. The
Company, the Trustee and any agent of the Company or the Trustee may treat the
bearer of any Bearer Security and the bearer of any coupon and the registered
holder of any Registered Security as the owner thereof (whether or not such Debt
Security or coupon shall be overdue and notwithstanding any notice to the
contrary) for the purpose of making payment and for all other purposes. (Section
308)
In the event of any redemption in part, the Company shall not be required to
(i) issue, register the transfer of or exchange Debt Securities of any series
during a period beginning at the opening of business 15 days prior to the
selection of Debt Securities of that series for redemption and ending on the
close of business on (A) if Debt Securities of the series are issuable only as
Registered Securities, the day of mailing of the relevant notice of redemption
and (B) if Debt Securities of the series are issuable as Bearer Securities, the
date of the first publication of the relevant notice of redemption or, if
Securities of the series are also issuable as Registered Securities and there is
no publication, the mailing of the relevant notice of redemption; (ii) register
the transfer of or exchange any Registered Security, or portion thereof, called
for redemption, except the unredeemed portion of any Registered Security being
redeemed in part; or (iii) exchange any Bearer Security called for redemption,
except to exchange such Bearer Security for a Registered Security of that series
and like tenor which is immediately surrendered for redemption. (Section 305)
REPLACEMENT OF SECURITIES AND COUPONS. Any mutilated Debt Security or a
Debt Security with a mutilated coupon appertaining thereto will be replaced by
the Company at the expense of the Holder upon surrender of such Debt Security to
the Trustee. Debt Securities or coupons that become destroyed, stolen or lost
will be replaced by the Company at the expense of the Holder upon delivery to
the Trustee of the Debt Security and coupons or evidence of destruction, loss or
theft thereof satisfactory to the Company and the Trustee; in the case of any
coupon which becomes destroyed, stolen or lost, such coupon will be replaced by
issuance of a new Debt Security in exchange for the Debt Security to which such
coupon appertains. In the case of a destroyed, lost or stolen Debt Security or
coupon, an indemnity satisfactory to the Trustee and the Company may be required
at the expense of the Holder of such Debt Security or coupon before a
replacement Debt Security will be issued. (Section 306)
PAYMENT AND PAYING AGENTS. Unless otherwise indicated in an applicable
Prospectus Supplement, payment of principal of and any premium and interest on
Bearer Securities will be payable, subject to any applicable laws and
regulations, at the offices of such Paying Agents outside the United States as
the Company may designate from time to time, in the manner indicated in such
Prospectus Supplement.
8
<PAGE>
(Section 1002) Unless otherwise indicated in an applicable Prospectus
Supplement, payment of interest on Bearer Securities on any Interest Payment
Date will be made only against surrender to the Paying Agent of the coupon
relating to such Interest Payment Date. (Section 1001 ) No payment with respect
to any Bearer Security will be made at any office or agency of the Company in
the United States or by check mailed to any address in the United States or by
transfer to any account maintained with a bank located in the United States.
Notwithstanding the foregoing, payments of principal of and any premium and
interest on Bearer Securities denominated and payable in U.S. dollars will be
made at the office of the Company's Paying Agent in the Borough of Manhattan,
the City of New York, if (but only if) payment of the full amount thereof in
U.S. dollars at all offices or agencies outside the United States is illegal or
effectively precluded by exchange controls or other similar restrictions.
(Section 1002)
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of and any premium and interest on Registered Securities will be
made at the office of such Paying Agent or Paying Agents as the Company may
designate from time to time, except that at the option of the Company payment of
any interest may be made by check mailed on or before the due date to the
address of the Person entitled thereto as such address shall appear in the
Security Register. (Sections 307, 1002) Unless otherwise indicated in an
applicable Prospectus Supplement, payment of any installment of interest on
Registered Securities will be made to the Person in whose name such Registered
Security is registered at the close of business on the Regular Record Date for
such interest. (Section 307)
Unless otherwise indicated in an applicable Prospectus Supplement, the
Company, at its principal executive offices in Houston, Texas, will act as its
own Paying Agent for payments with respect to Debt Securities which are issuable
solely as Registered Securities and the Company will maintain a Paying Agent
outside the United States for payments with respect to Debt Securities (subject
to limitations described above in the case of Bearer Securities) which are
issuable solely as Bearer Securities or as both Registered Securities and Bearer
Securities. Any Paying Agents outside the United States and any other Paying
Agents in the United States initially designated by Company for the Debt
Securities will be named in an applicable Prospectus Supplement. The Company may
at any time designate additional Paying Agents or rescind the designation of any
Paying Agent or approve a change in the office through which any Paying Agent
acts, except that, if Debt Securities of a series are issuable solely as
Registered Securities, the Company will be required to maintain a Paying Agent
in each Place of Payment for such series and, if Debt Securities of a series are
issuable as Bearer Securities, the Company will be required to maintain (i) a
Paying Agent in the Borough of Manhattan, The City of New York for principal
payments with respect to any Registered Securities of the series (and for
payments with respect to Bearer Securities of the series in the circumstances
described above, but not otherwise), and (ii) a Paying Agent in a Place of
Payment located outside the United States where Debt Securities of such series
and any coupons appertaining thereto may be presented and surrendered for
payment. (Section 1002)
All moneys paid by the Company to a Paying Agent for the payment of
principal of and any premium or interest on any Debt Security which remain
unclaimed at the end of two years after such principal, premium or interest
shall have become due and payable will (subject to applicable escheat laws) be
repaid to the Company, and the Holder of such Debt Security or any coupon will
thereafter look only to the Company for payment thereof. (Section 1003)
GLOBAL DEBT SECURITIES. Debt Securities of a series may be issued in whole
or in part in the form of one or more global Debt Securities that will be
deposited with, or on behalf of, a depository identified in the Prospectus
Supplement relating to such series. Global Debt Securities may be issued only in
fully registered form and in either temporary or permanent form. (Section 203)
Unless and until it is exchanged in whole or in part for the individual Debt
Securities represented thereby, a global Debt Security may not be transferred
except as a whole by the depository for such global Debt Security to a nominee
of such depository or by a nominee of such depository to such depository or
another nominee of such depository or by the depository or any nominee to a
successor depository or any nominee of such successor.
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The specific terms of the depository arrangement with respect to a series of
Debt Securities in the form of one or more global Debt Securities will be
described in the Prospectus Supplement relating to such series.
SATISFACTION AND DISCHARGE OF INDENTURE. Each Indenture provides that the
Company may discharge the Indenture (except as to any surviving rights of
registration of transfer or exchange of Debt Securities and any right to receive
additional amounts) with respect to all Debt Securities issued under the
Indenture, which Debt Securities have not already been delivered to the Trustee
for cancellation and which either have become due and payable or are by their
terms due and payable within one year (or are to be called for redemption within
one year) by depositing with the Trustee as trust funds an amount sufficient to
pay when due the principal of and premium, if any, and interest, if any, on all
outstanding Debt Securities when due. (Section 401 ).
DEFEASANCE AND DISCHARGE. Each Indenture provides that, if the Company so
elects by Board Resolution with respect to the Debt Securities of any series
issued under such Indenture (other than convertible Subordinated Debt
Securities), the Company will be discharged from any and all obligations in
respect of the Debt Securities of such series (except for certain obligations
relating to temporary Debt Securities and exchange of Debt Securities,
registration of transfer or exchange of Debt Securities of such series,
replacement of stolen, lost or mutilated Debt Securities of such series,
maintenance of paying agencies to hold moneys for payment in trust and payment
of additional amounts, if any, required in consequence of United States
withholding taxes imposed on payments to non-United States persons) upon the
deposit with the Trustee, in trust, of money and/or U.S. Government Obligations
which through the payment of interest and principal in respect thereof in
accordance with their terms will provide money in an amount sufficient to pay
the principal of (and premium, if any), and each installment of interest on, the
Debt Securities of such series on the Stated Maturity of such payments in
accordance with the terms of such Indenture and the Debt Securities of such
series. (Sections 1302, 1304) Such a trust may only be established if, among
other things, the Company has delivered to the Trustee an Opinion of Counsel to
the effect that (i) the Company has received from, or there has been published
by, the Internal Revenue Service a ruling, or (ii) since the date of such
Indenture there has been a change in applicable federal income tax law, in
either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Holders of such series will not recognize income, gain or loss
for federal income tax purposes as a result of such deposit, defeasance and
discharge, and will be subject to federal income tax on the same amounts and in
the same manner and at the same times as would have been the case if such
deposit, defeasance and discharge had not occurred. (Section 1304) In the event
of any such defeasance and discharge of Debt Securities of such series, Holders
of such series would be entitled to look only to such trust fund for payment of
principal of and any premium and any interest on their Debt Securities until
Maturity.
COVENANT DEFEASANCE. Each Indenture also provides that, if the Company so
elects by Board Resolution with respect to the Debt Securities of any series
issued thereunder, the Company may omit to comply with certain restrictive
covenants, including (in the case of the Senior Debt Indenture) the covenants
described under "--Provisions Applicable Solely to Senior Debt
Securities--Limitation on Liens" and "--Limitations on Sale and Leaseback
Transactions," but excluding (in the case of the Subordinated Debt Indenture)
any applicable obligation of the Company respecting the conversion of Debt
Securities of such series into Common Stock, and any such omission shall not be
an Event of Default with respect to the Debt Securities of such series, upon the
deposit with the Trustee, in trust, of money and/ or U.S. Government Obligations
which through the payment of interest and principal in respect thereof in
accordance with their terms will provide money in an amount sufficient to pay
the principal of (and premium, if any), and each installment of interest on, the
Debt Securities of such series on the Stated Maturity of such payments in
accordance with the terms of such Indenture and the Debt Securities of such
series. The obligations of the Company under such Indenture and the Debt
Securities of such series other than with respect to such covenants shall remain
in full force and effect. (Section 1303) Such a trust may be
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established only if, among other things, the Company has delivered to the
Trustee an Opinion of Counsel to the effect that the Holders of such series will
not recognize income, gain or loss for federal income tax purposes as a result
of such deposit and defeasance of certain obligations and will be subject to
federal income tax on the same amounts and in the same manner and at the same
time as would have been the case if such deposit and defeasance had not
occurred. (Section 1304)
Although the amount of money and U.S. Government Obligations on deposit with
the Trustee would be intended to be sufficient to pay amounts due on the Debt
Securities of such series at the time of their Stated Maturity, in the event the
Company exercises its option to omit compliance with the covenants defeased with
respect to the Debt Securities of any series as described above, and the Debt
Securities of such series are declared due and payable because of the occurrence
of any Event of Default, such amount may not be sufficient to pay amounts due on
the Debt Securities of such series at the time of the acceleration resulting
from such Event of Default. The Company shall in any event remain liable for
such payments as provided in the applicable Indenture.
FEDERAL INCOME TAX CONSEQUENCES. Under current United States federal income
tax law, defeasance and discharge would likely be treated as a taxable exchange
of Debt Securities to be defeased for an interest in the defeasance trust. As a
consequence, a holder would recognize gain or loss equal to the difference
between the holder's cost or other tax basis for such Debt Securities and the
value of the holder's interest in the defeasance trust, and thereafter would be
required to include in income the holder's share of the income, gain or loss of
the defeasance trust. Under current United States federal income tax law,
covenant defeasance would ordinarily not be treated as a taxable exchange of
such Debt Securities.
MEETINGS, MODIFICATION AND WAIVER. Modifications and amendments of either
Indenture may be made by the Company and the Trustee with the consent of the
Holders of a majority in aggregate principal amount of the Outstanding
Securities of each series affected by such modification or amendment; provided,
however, that no such modification or amendment may, without the consent of the
Holder of each Outstanding Security affected thereby, (a) change the Stated
Maturity of the principal of, or any installment of principal of or interest on,
any Debt Security, (b) change the Redemption Date with respect to any Debt
Security, (c) reduce the principal amount of, or premium or interest on, any
Debt Security, (d) change any obligation of the Company to pay additional
amounts, (e) reduce the amount of principal of an Original Issue Discount
Security payable upon acceleration of the Maturity thereof, (f) change the coin
or currency in which any Debt Security or any premium or interest thereon is
payable, (g) change the redemption right of any Holder, (h) impair the right to
institute suit for the enforcement of any payment on or with respect to any Debt
Security or any conversion right with respect thereto, (i) reduce the percentage
in principal amount of Outstanding Securities of any series, the consent of
whose Holders is required for modification or amendment of such Indenture or for
waiver of compliance with certain provisions of such Indenture or for waiver of
certain defaults, (j) reduce the requirements contained in such Indenture for
quorum or voting, (k) change any obligation of the Company to maintain an office
or agency in the places and for the purposes required by such Indenture, (l)
adversely affect the right to convert Subordinated Debt Securities, if
applicable, or (m) modify any of the above provisions. (Section 902)
The Subordinated Debt Indenture may not be amended to alter the
subordination of any outstanding Subordinated Debt Securities without the
consent of each holder of Senior Indebtedness (as defined below under
"--Provisions Applicable Solely to Subordinated Debt Securities") then
outstanding that would be adversely affected thereby. (Section 907 of the
Subordinated Debt Indenture)
The Holders of a majority in aggregate principal amount of the Outstanding
Securities of each series may, on behalf of all Holders of that series, waive,
insofar as that series is concerned, compliance by the Company with certain
restrictive provisions of the Indenture under which such series has been issued.
(Section 1007 of the Senior Debt Indenture; Section 1008 of the Subordinated
Debt Indenture) The
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Holders of a majority in aggregate principal amount of the Outstanding
Securities , of each series may, on behalf of all Holders of that series, waive
any past default under the applicable Indenture with respect to any Debt
Securities of that series, except a default (a) in the payment of principal of,
or premium, if any, or any interest on any Debt Security of such series or (b)
in respect of a covenant or provision of such Indenture which cannot be modified
or amended without the consent of the Holder of each Outstanding Security of
such series affected. (Section 513)
Each Indenture provides that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver thereunder or are
present at a meeting of the Holders for quorum purposes, (i) the principal
amount of an Original Issue Discount Security that is deemed to be Outstanding
will be the amount of the principal that would be due and payable as of the date
of such determination upon acceleration of the Maturity thereof, and (ii) the
principal amount of a Debt Security denominated in a foreign currency or
currency units will be the U.S. dollar equivalent, determined on the date of
original issuance of such Debt Security, of the principal amount of such Debt
Security or, in the case of an Original Issue Discount Security, the U.S. dollar
equivalent, determined on the date of original issuance of such Security, of the
amount determined as provided in (i) above. (Section 101)
Each Indenture contains provisions for convening meetings of the Holders of
a series if Debt Securities of that series are issuable as Bearer Securities.
(Section 1401) A meeting may be called at any time by the Trustee, and also,
upon request, by the Company or the Holders of at least 10% in aggregate
principal amount of the Outstanding Securities of such series, in any such case
upon notice given in accordance with "Notices" below. (Section 1402) Except for
any consent which must be given by the Holder of each Outstanding Security
affected thereby, as described above, any resolution presented at a meeting (or
adjourned meeting at which a quorum is present) may be adopted by the
affirmative vote of the Holders of a majority in aggregate principal amount of
the Outstanding Securities of that series; provided, however, that any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other action which may be made, given or taken by the
Holders of a specified percentage, which is less than a majority, in aggregate
principal amount of the Outstanding Securities of a series may be adopted at a
meeting (or adjourned meeting duly reconvened at which a quorum is present) by
the affirmative vote of the Holders of such specified percentage in aggregate
principal amount of the Outstanding Securities of that series. Any resolution
passed or decision taken at any meeting of Holders of any series duly held in
accordance with the applicable Indenture will be binding on all Holders of that
series and related coupons. The quorum at any meeting, and at a reconvened
meeting, will be Persons holding or representing a majority in aggregate
principal amount of the Outstanding Securities of a series. (Section 1404).
NOTICES. Except as otherwise provided in an applicable Prospectus
Supplement, notices to Holders of Bearer Securities will be given by publication
at least twice in a daily newspaper in the City of New York and in such other
city or cities as may be specified in such Bearer Securities. Notices to Holders
of Registered Securities will be given by first-class mail to the addresses of
such Holders as they appear in the Security Register. (Section 106)
GOVERNING LAW. The Indentures, the Debt Securities and coupons will be
governed by, and construed in accordance with, the laws of the State of New
York. (Section 113)
REGARDING THE TRUSTEE. The Trustee appointed and serving as trustee
pursuant to each of the Senior Debt Indenture and the Subordinated Debt
Indenture is Chase Bank.
Each Indenture contains certain limitations on the right of the Trustee,
should it become a creditor of the Company, to obtain payment of claims in
certain cases, or to realize for its own account on certain property received in
respect of any such claim as security or otherwise. (Section 613) The Trustee is
permitted to engage in certain other transactions; however, if it acquires any
conflicting interest (as described in the Indentures), it must eliminate such
conflict or resign. (Section 608)
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The holders of a majority in principal amount of all outstanding Debt
Securities of a series (or if more than one series is affected thereby, all
series so affected, voting as a single class) will have the right to direct the
time, method and place of conducting any proceeding for exercising any remedy or
power available to the Trustee for such series or all such series so affected.
In case an Event of Default shall occur (and shall not be cured) under any
Indenture relating to a series of Debt Securities and is known to the Trustee
for such series, such Trustee shall exercise such of the rights and powers
vested in it by such Indenture and use the same degree of care and skill in its
exercise as a prudent person would exercise or use under the circumstances in
the conduct of his own affairs. Subject to such provisions, no Trustee will be
under any obligation to exercise any of its rights or powers under the
applicable Indenture at the request of any of the holders of Debt Securities
unless they shall have offered to such Trustee security and indemnity
satisfactory to it.
Pursuant to the Trust Indenture Act, a trustee under an indenture may be
deemed to have a conflicting interest, and may, under certain circumstances set
forth in the Trust Indenture Act, be required to resign as trustee under such
indenture, if the securities under such indenture are in default (as such term
is defined in such indenture) and the trustee is the trustee under another
indenture under which any other securities of the same obligor are outstanding,
subject to certain exceptions set forth in the Trust Indenture Act. In such
event, the obligor must take prompt steps to have a successor trustee appointed
in the manner provided in the indenture from which the trustee has resigned.
Accordingly, Chase Bank, as trustee under the Senior Debt Indenture and the
Subordinated Debt Indenture, could be required to resign as trustee under one of
such Indentures should a default occur under one of such Indentures. In such
event, the Company would be required to take prompt steps to have a successor
trustee or successor trustees appointed in the manner provided in the applicable
Indenture.
Chase Bank, as the trustee under the Senior Debt Indenture and the
Subordinated Debt Indenture, may be a depositary for funds of, may make loans to
and may perform other routine banking services for the Company and certain of
its affiliates in the normal course of business.
PROVISIONS APPLICABLE SOLELY TO SENIOR DEBT SECURITIES
GENERAL. Senior Debt Securities will be issued under the Senior Debt
Indenture, and each series will rank pari passu as to the right of payment of
principal and any premium and interest with each other series issued thereunder
and will rank senior to all series of Subordinated Debt Securities issued and
outstanding and that may be issued from time to time.
CERTAIN DEFINITIONS. For purposes of the following discussion, the
following definitions are applicable (Section 1008 and 1009 of the Senior Debt
Indenture).
"Attributable Debt" shall mean, as of any particular time, the present
value, discounted at a rate per annum equal to (i) the implied lease rate of or
(ii) if the implied lease rate is not known to the Company, then the weighted
average interest rate of all Senior Debt Securities outstanding at the time
under the Senior Debt Indenture compounded semi-annually, in either case, of the
obligation of a lessee for rental payments during the remaining term of any
lease (including any period for which such lease has been extended or may, at
the option of the lessor, be extended); the net amount of rent required to be
paid for any such period shall be the total amount of the rent payable by the
lessee with respect to such period, but may exclude amounts required to be paid
on account of maintenance and repairs, insurance, taxes, assessments, water
rates and similar charges; and, in the case of any lease which is terminable by
the lessee upon the payment of a penalty, such net amount shall also include the
amount of such penalty, but no rent shall be considered as required to be paid
under such lease subsequent to the first date upon which it may be so
terminated.
The term "Consolidated Net Tangible Assets" shall mean, at any date of
determination, the total amount of assets of the Company after deducting
therefrom (i) all the current liabilities (excluding (a) any
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current liabilities that by their terms are extendible or renewable at the
option of the obligor thereon to a time more than 12 months after the time as of
which the amount thereof is being computed, and (b) current maturities of long
term debt) and (ii) the value (net of any applicable reserves) of all intangible
assets such as excess of cost over net assets of acquired businesses, customer
lists, covenants not to compete, licenses, and permits, all as set forth on the
consolidated balance sheet of the Company and its consolidated Subsidiaries for
the Company's most recently completed fiscal quarter, prepared in accordance
with United States generally accepted accounting principles.
"Funded Debt" shall mean any Indebtedness which by its terms matures at or
is extendable or renewable at the sole option of the obligor without requiring
the consent of the obligee to a date more than twelve months after the date of
the creation of such Indebtedness.
"Guaranty" shall mean any agreement, undertaking or arrangement by which any
Person guarantees, endorses or otherwise becomes or is contingently liable upon
(by direct or indirect agreement, contingent or otherwise, to provide funds for
payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise
to assure a creditor against loss) the debt, obligation or other liability of
any other Person (other than by endorsements of instruments in the course of
collection), or guarantees the payment of dividends or other distributions upon
the shares of any other Person. The amount of the obligor's obligation under any
Guaranty shall (subject to any limitation set forth therein) be deemed to be the
amount of such other Person's debt, obligation or other liability or the amount
of such dividends or other distributions guaranteed.
"Indebtedness" of any Person shall mean
(a) all obligations of such Person for borrowed money (including, without
limitation, all notes payable and drafts accepted representing extension
of credit and all obligations evidenced by bonds, debentures, notes or
other similar instruments) or on which interest charges are customarily
paid, all as shown on a balance sheet of such Person as of the date at
which Indebtedness is to be determined;
(b) all other items which, in accordance with generally accepted accounting
principles, would be included as liabilities on the liability side of a
balance sheet of such Person as of the date at which Indebtedness is to
be determined; and
(c) whether or not so included as liabilities in accordance with generally
accepted accounting principles,
(i) all indebtedness (excluding, however, prepaid interest thereon)
secured by a Security Interest in property owned or being purchased
by such Person (including, without limitation, indebtedness arising
under conditional sales or other title retention agreements) whether
or not such indebtedness shall have been assumed by such Person, and
(ii) all Guaranties of such Person.
"Principal Property" shall mean any waste processing, waste disposal or
resource recovery plant or similar facility located within the United States
(other than its territories and possessions and Puerto Rico) or Canada and owned
by, or leased to, the Company or any Restricted Subsidiary, except (a) any such
plant or facility (i) owned or leased jointly or in common with one or more
persons other than the Company and its Restricted Subsidiaries in which the
interest of the Company and its Restricted Subsidiaries does not exceed 50%, or
(ii) which the Board of Directors determines in good faith is not of material
importance to the total business conducted, or assets owned, by the Company and
its Subsidiaries as an entirety, or (b) any portion of such plant or facility
which the Board of Directors determines in good faith not to be of material
importance to the use or operation thereof.
"Restricted Subsidiary" shall mean any Subsidiary (other than any Subsidiary
of which the Company owns directly or indirectly less than all of the
outstanding Voting Stock) (a) principally engaged in, or
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whose principal assets consist of property used by the Company or any Restricted
Subsidiary in, the storage, collection, transfer, interim processing or disposal
of waste within the United States of America or Canada, or (b) which the Company
shall designate as a Restricted Subsidiary in an Officers' Certificate delivered
to the Trustee.
"Security Instrument" shall mean any security agreement, chattel mortgage,
assignment, financing or similar statement or notice, continuation statement,
other agreement or instrument, or amendment or supplement to any thereof,
providing for, evidencing or perfecting any Security Interest or lien.
"Security Interest" shall mean any interest in any real or personal property
or fixture which secures payment or performance of an obligation and shall
include any mortgage, lien, encumbrance, charge or other security interest of
any kind, whether arising under a Security Instrument or as a matter of law,
judicial process or otherwise.
CONSOLIDATION, MERGER, SALE. The Senior Debt Indenture provides that the
Company may not consolidate with or merge into any other Person or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, unless (1) the Person formed by such consolidation or into which the
Company is merged or the Person which acquires by conveyance or transfer, or
which leases, the properties and assets of the Company substantially as an
entirety shall be a corporation, partnership or trust which shall expressly
assume, by a supplemental indenture, executed and delivered to the Trustee, in
form satisfactory to the Trustee, the due and punctual payment of the principal
of and any premium and interest (including all additional amounts, if any,
payable pursuant to the Senior Debt Indenture) on all the Senior Debt Securities
and the performance or observance of every other covenant of the Senior Debt
Indenture on the part of the Company to be performed or observed; and (2)
immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Company or a Subsidiary as a
result of such transaction as having been incurred by the Company or such
Subsidiary at the time of such transaction, no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event of Default,
shall have happened and be continuing. Upon any consolidation of the Company
with, or merger of the Company into, any other Person or any, conveyance,
transfer or lease of the properties and assets of the Company substantially as
an entirety, the successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under the Senior Debt Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except in
the case of a lease, the predecessor Person shall be relieved of all obligations
and covenants under the Senior Debt Indenture and the Senior Debt Securities and
coupons and may liquidate and dissolve. (Sections 801, 802 of the Senior Debt
Indenture)
EVENT OF DEFAULT. Unless otherwise specified in the applicable Prospectus
Supplement, an Event of Default is defined under the Senior Debt Indenture with
respect to the Senior Debt Securities of any series issued under such Senior
Debt Indenture as being one or more of the following events:
(1) default in the payment of any interest upon any Senior Debt Security of
that series when it becomes due and payable, and continuance of such default for
a period of 30 days; or
(2) default in the payment of the principal of (or premium, if any, on) any
Senior Debt Security of that series as and when the same becomes due and payable
whether at Stated Maturity, by declaration of acceleration, call for redemption
or otherwise; or
(3) default in the deposit of any sinking fund payment, when and as due by
the terms of a Senior Debt Security of that series; or
(4) default in the performance, or breach, of any other covenant or warranty
of the Company in the Senior Debt Indenture (other than a covenant or warranty a
default in whose performance or whose breach is elsewhere in Section 501 of the
Senior Debt Indenture specifically dealt with or which has expressly been
included in the Senior Debt Indenture solely for the benefit of a series of
Senior Debt
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Securities other than that series), and continuance of such default or breach
for a period of 60 days after there has been given, by registered or certified
mail, to the Company by the Trustee or to the Company and the Trustee by the
Holders of at least 25% in principal amount of the Outstanding Senior Debt
Securities of that series a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a "Notice of
Default" under the Senior Debt Indenture; or
(5) the entry by a court having jurisdiction in the premises of (A) a decree
or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect
of the Company under any applicable Federal or State law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 90 consecutive days; or
(6) the commencement by the Company of a voluntary case or proceeding under
any applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by it to the entry of a decree or order for relief in
respect of the Company in an involuntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other similar law or
the commencement of any bankruptcy or insolvency case or proceeding against it,
or the filing by it of a petition or answer or consent seeking reorganization or
relief under any applicable Federal or State law, or the consent by it to the
filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
official of the Company or of any substantial part of its property, or the
making by it of an assignment for the benefit of creditors, or the admission by
it in writing of its inability to pay its debts generally as they become due, or
the taking of corporate action by the Company in furtherance of any such action;
or
(7) any other Event of Default provided with respect to Senior Debt
Securities of that series. (Section 501 of the Senior Debt Indenture)
If an Event of Default with respect to Senior Debt Securities of any series
at the time Outstanding occurs and is continuing, then in every such case,
either the Trustee or the Holders of not less than 25% in principal amount of
the Outstanding Senior Debt Securities of that series may declare the principal
amount (or, if any of the Senior Debt Securities of that series are Original
Issue Discount Securities, such portion of the principal amount of such Senior
Debt Securities as may be specified in the terms thereof) of all of the Senior
Debt Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable. At any time after such a declaration of
acceleration with respect to the Senior Debt Securities of any series has been
made and before a judgment or decree for payment of the money due has been
obtained by the Trustee, the Holders of a majority in principal amount of the
Outstanding Senior Debt Securities of that series, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if: (1) the Company has paid or deposited with the Trustee a sum
sufficient to pay (A) all overdue interest on all Senior Debt Securities of that
series, (B) the principal of (and premium, if any, on) any Senior Debt
Securities of that series which has become due otherwise than by such
declaration of acceleration and any interest thereon at the rate or rates
prescribed therefor in such Senior Debt Securities, (C) to the extent that
payment of such interest is lawful, interest upon overdue interest at the rate
or rates prescribed therefor in such Senior Debt Securities, and (D) all sums
paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel; and
(2) all Events of Default with respect to Senior Debt Securities of that series,
other than the non-payment of the principal of Senior Debt Securities of that
series which has become due solely by such
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declaration of acceleration, have been cured or waived as provided in the Senior
Debt Indenture. No such rescission shall affect any subsequent default or impair
any right consequent thereon. (Section 502 of the Senior Debt Indenture) If the
Trustee or any Holder of a Senior Debt Security or coupon has instituted any
proceeding to enforce any right or remedy under the Senior Debt Indenture and
such proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case, subject to any determination in such proceeding, the Company, the Trustee
and the Holders of Senior Debt Securities and coupons shall be restored
severally and respectively to their former positions under the Senior Debt
Indenture and the Senior Debt Securities and thereafter all rights and remedies
of the Trustee and the Holders shall continue as though no such proceeding had
been instituted. (Section 509 of the Senior Debt Indenture)
The Senior Debt Indenture provides that, subject to the duty of the Trustee
during default to act with the required standard of care, the Trustee is under
no obligation to exercise any of its rights or powers under such Indenture at
the request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity. (Sections 601, 603 of the Senior
Debt Indenture) No Holder of any Senior Debt Security of any series or any
related coupons shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Senior Debt Indenture, or for the appointment of
a receiver or trustee, or for any other remedy thereunder, unless (1) such
Holder has previously given written notice to the Trustee of a continuing Event
of Default with respect to the Senior Debt Securities of that series; (2) the
Holders of not less than 25% in principal amount of the Outstanding Senior Debt
Securities of that series shall have been made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee under the Senior Debt Indenture; (3) such Holder or Holders have offered
to the Trustee reasonable indemnity against the costs, expenses and liabilities
to be incurred in compliance with such request; (4) the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity has failed to
institute any such proceeding; and (5) no direction inconsistent with such
written request has been given to the Trustee during such 60-day period by the
Holders of a majority in principal amount of the Outstanding Senior Debt
Securities of that series. (Section 507 of the Senior Debt Indenture)
Notwithstanding any other provisions in the Senior Debt Indenture, the right of
any Holder of any Senior Debt Security or coupon to receive payment of the
principal of and any premium and any interest on such Senior Debt Security or
payment of such coupon on the Stated Maturity or Maturities expressed in such
Senior Debt Security or coupon, or to institute suit for the enforcement of any
such payment on or after such respective dates shall not be impaired or affected
without the consent of such Holder. (Sections 508, 902 of the Senior Debt
Indenture)
The Holders of a majority in principal amount of the Outstanding Senior Debt
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Senior Debt Securities of such series, provided that (1) such direction shall
not be in conflict with any rule of law or with the Senior Debt Indenture; (2)
the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction; and (3) the Trustee shall not be obligated to
take any action unduly prejudicial to Holders not joining in such direction or
involving the Trustee in personal liability. (Section 512 of the Senior Debt
Indenture) The Holders of a majority in principal amount of the Outstanding
Senior Debt Securities of any series may on behalf of the Holders of all the
Senior Debt Securities of such series waive any past default under the Senior
Debt Indenture with respect to the Senior Debt Securities of such series and its
consequences, except a default in the payment of the principal of or any premium
or interest on any Senior Debt Security of such series or in respect of a
covenant or provision of the Senior Debt Indenture which, pursuant to the Senior
Debt Indenture, cannot be modified or amended without the consent of the Holder
of each Outstanding Senior Debt Security of such series affected. Upon any such
waiver, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of the Senior
Debt Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon. (Sections 513, 902 of the Senior
Debt Indenture)
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If a default occurs under the Senior Debt Indenture with respect to Senior
Debt Securities of any series, the Trustee shall give the Holders of Senior Debt
Securities of such series notice of such default as and to the extent provided
by the Trust Indenture Act; provided, however, that in the case of any default
or breach of certain covenants or warranties with respect to Senior Debt
Securities of such series, no such notice to Holders shall be given until at
least 30 days after the occurrence thereof (the term "default" for purposes of
these provisions being defined as any event which is, or after notice or lapse
of time or both would become, an Event of Default with respect to the Senior
Debt Securities of such series). (Section 602 of the Senior Debt Indenture)
In any case in which Senior Debt Securities are Outstanding that are
denominated in more than one currency and the Trustee is directed to make
ratable payments under the Senior Debt Indenture to Holders of such Senior Debt
Securities, unless otherwise provided with respect to any series of Senior Debt
Securities, the Trustee shall calculate the amount of such payments as follows:
(i) as of the day the Trustee collects an amount under the Senior Debt
Indenture, the Trustee shall, as to each Holder of a Senior Debt Security to
whom an amount is due and payable under the Senior Debt Indenture that is
denominated in a foreign currency, determine that amount in Dollars that would
be obtained for the amount owing such Holder, using the rate of exchange at
which in accordance with normal banking procedures the Trustee could purchase in
the City of New York Dollars with such amount owing; (ii) calculate the sum of
all Dollar amounts determined under (i) and add thereto any amounts due and
payable in Dollars; and (iii) using the individual amounts determined in (i) or
any individual amounts due and payable in Dollars, as the case may be, as a
numerator, and the sum calculated in (ii) as a denominator, calculate as to each
Holder of a Senior Debt Security to whom an amount is owed under the Senior Debt
Indenture the fraction of the amount collected under the Senior Debt Indenture
payable to such Holder. Any expenses incurred by the Trustee in actually
converting amounts owing Holders of Senior Debt Securities denominated in a
currency other than that in which any amount is collected under the Senior Debt
Indenture shall be likewise (in accordance with the foregoing) borne ratably by
all Holders of Senior Debt Securities to whom amounts are payable under the
Senior Debt Indenture. (Sections 506, 902 of the Senior Debt Indenture)
To the fullest extent allowed under applicable law, if for the purpose of
obtaining judgment against the Company in any court it is necessary to convert
the sum due in respect of the principal of, or premium, if any, or interest on,
the Senior Debt Securities of any series (the "Required Currency") into a
currency in which a judgment will be rendered (the "Judgment Currency"), the
rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Trustee could purchase in the City of New York the
Required Currency with the Judgment Currency on the Business Day in the City of
New York next preceding that on which final judgment is given. Neither the
Company nor the Trustee shall be liable for any shortfall nor shall either of
them benefit from any windfall in payments to Holders of Senior Debt Securities
under this provision of the Senior Debt Indenture caused by a change in exchange
rates between the time the amount of a judgment against the Company is
calculated as above and the time the Trustee converts the Judgment Currency into
the Required Currency to make payments under the foregoing provisions of the
Senior Debt Indenture to Holders of Senior Debt Securities, but payment of such
judgment shall discharge all amounts owed by the Company on the claim or claims
underlying such judgment. (Section 506 of the Senior Debt Indenture)
The Company is required to furnish to the Trustee annually a statement as to
the compliance by the Company with all conditions and covenants under the Senior
Debt Indenture. (Section 1006)
LIMITATION ON LIENS. Unless provided otherwise in the applicable Prospectus
Supplement, the provisions of this covenant shall apply to each series of Senior
Debt Securities issued under the Senior Debt Indenture:
(a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, create, incur, assume or suffer to exist, directly or
indirectly, any Indebtedness secured by a Security Interest upon any
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Principal Property of the Company or of a Restricted Subsidiary, whether owned
as of the date of this Indenture or hereafter acquired, without making effective
provision (and the Company hereby covenants that in any such case it shall make
or cause to be made effective provision) whereby the Senior Debt Securities of
that series then outstanding and any other Indebtedness of the Company or any
Restricted Subsidiary then entitled thereto shall be secured by such Security
Interest equally and ratably with (or, in the case of the Senior Debt Securities
of that series and if the Company shall so determine, prior to) any and all
other Indebtedness of the Company or any Restricted Subsidiary thereby secured
for so long as any such other Indebtedness of the Company or any Restricted
Subsidiary shall be so secured; provided, that nothing in the Senior Debt
Indenture shall prevent, restrict or apply to Indebtedness secured by:
(1) (a) Any Security Interest upon property or assets which is created
prior to or contemporaneously with, or within 360 days after, (i) in the case of
the acquisition of such property or assets, the completion of such acquisition
and (ii) in the case of the construction, development or improvement of such
property or assets, the later to occur of the completion of such construction,
development or improvement or the commencement of operation or use of the
property or assets, which Security Interest secures or provides for the payment,
financing or refinancing, directly or indirectly, of all or any part of the
acquisition cost of such property or assets or the cost of construction,
development or improvement thereof; or (b) any Security Interest upon property
or assets existing at the time of the acquisition thereof, which Security
Interest secures obligations assumed by the Company or any Restricted
Subsidiary; or (c) any conditional sales agreement or other title retention
agreement with respect to any property or assets acquired by the Company or any
Restricted Subsidiary, or (d) any Security Interest existing on the property or
assets or shares of stock of a corporation or firm at the time such corporation
or firm is merged into or consolidated with the Company or any Restricted
Subsidiary or at the time of a sale, lease or other disposition of the property
or assets of such corporation or firm as an entirety or substantially as an
entirety to the Company or any Restricted Subsidiary or at the time such
corporation becomes a Restricted Subsidiary; or (e) any Security Interest
existing on the property, assets or shares of stock of any successor which shall
have become the Company in accordance with the provisions of the covenant
described in
"--Provisions Applicable Solely to Senior Debt Securities--Consolidation, Merger
and Sale of Assets"; provided, in each case, that any such Security Interest
described in the foregoing clauses (b), (c), (d) or (e) does not attach to or
affect property or assets owned by the Company or any Restricted Subsidiary
prior to the event referred to in such clauses; or
(2) Mechanics', materialmen's, carriers' or other like liens arising in the
ordinary course of business (including construction of facilities) in respect of
obligations which are not due or which are being contested in good faith; or
(3) Any Security Interest arising by reason of deposits with, or the giving
of any form of security to, any governmental agency or any body created or
approved by law or governmental regulation, which is required by law or
governmental regulation as a condition to the transaction of any business or the
exercise of any privilege, franchise or license (including, without limitation,
any Security Interest arising by reason of one or more letters of credit in
connection with any international waste management contract to be performed by
the Company or any of its Subsidiaries or their respective affiliates); or
(4) Security Interests for taxes, assessments or governmental charges or
levies not yet delinquent or Security Interests for taxes, assessments or
governmental charges or levies already delinquent but the validity of which is
being contested in good faith; or
(5) Security Interests (including judgment liens) arising in connection with
legal proceedings so long as such proceedings are being contested in good faith
and, in the case of judgment liens, execution thereon is stayed; or
(6) Landlords' liens on fixtures located on premises leased by the Company
or any Restricted Subsidiary in the ordinary course of business; or
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(7) Any Security Interest in favor of any governmental authority in
connection with the financing of the cost of construction or acquisition of
property; or
(8) Any Security Interest arising by reason of deposits to qualify the
Company or any Restricted Subsidiary to conduct business, to maintain
self-insurance, or to obtain the benefit of, or comply with, laws; or
(9) Any Security Interest that secures any Indebtedness of a Restricted
Subsidiary owing to the Company or another Restricted Subsidiary or by the
Company to a Restricted Subsidiary, or
(10) Any Security Interest incurred in connection with pollution control,
sewage or solid waste disposal, industrial revenue or similar financing; or
(11) Any Security Interest created by any program providing for the
financing, sale or other disposition of trade or other receivables qualified as
current assets in accordance with United States generally accepted accounting
principles entered into by the Company or by any Restricted Subsidiary, provided
that such program is on terms comparable for similar transactions, or any
document executed by the Company or any Restricted Subsidiary in connection
therewith, and provided that such Security Interest is limited to the trade or
other receivables in respect of which such program is created or exists and the
proceeds thereof, or
(12) Any extension, renewal or refunding (or successive extensions, renewals
or refundings) in whole or in part of any Indebtedness secured by any Security
Interest referred to in the foregoing clauses (1) through (11), inclusive,
provided that the Security Interest securing such Indebtedness shall be limited
to the property or assets which, immediately prior to such extension, renewal or
refunding, secured such Indebtedness and additions to such property or assets.
Notwithstanding the foregoing provisions, the Company or any of its
Restricted Subsidiaries may create, incur, assume or suffer to exist any
Indebtedness secured by a Security Interest without so securing the Senior Debt
Securities of that series if, at the time such Security Interest becomes a
Security Interest upon any Principal Property of the Company or such Restricted
Subsidiary and after giving effect thereto, the aggregate outstanding principal
amount of all Indebtedness of the Company and its Restricted Subsidiaries
secured by Security Interests permitted by this sentence (excluding Indebtedness
secured by a Security Interest existing as of the date of the Senior Debt
Indenture, but including the Attributable Debt in respect of Sale and Leaseback
Transactions, other than Sale and Leaseback Transactions which, if the
Attributable Debt in respect thereof had been Indebtedness secured by a Security
Interest, would have been permitted by clause (1) (a) above, other Sale and
Leaseback Transactions the proceeds of which have been applied or committed to
be applied in accordance with the covenant described in "--Provisions Applicable
Solely to Senior Debt Securities--Limitations on Sale and Leaseback
Transactions" and other than Sale and Leaseback Transactions between the Company
and any Restricted Subsidiary) does not exceed 15% of Consolidated Net Tangible
Assets. (Section 1008 of the Senior Debt Indenture)
(b) If, upon any consolidation or merger of any Restricted Subsidiary with
or into any other corporation, or upon any consolidation or merger of any other
corporation with or into the Company or any Restricted Subsidiary or upon any
sale or conveyance of the Principal Property of any Restricted Subsidiary as an
entirety or substantially as an entirety to any other Person, or upon any
acquisition by the Company or any Restricted Subsidiary by purchase or otherwise
of all or any part of the Principal Property of any other Person, any Principal
Property theretofore owned by the Company or such Restricted Subsidiary would
thereupon become subject to any Security Interest not permitted by the terms of
the foregoing covenant, the Company, prior to such consolidation, merger, sale
or conveyance, or acquisition, will, or will cause such Restricted Subsidiary
to, secure payment of the principal of and interest, if any, on the Senior Debt
Securities of that series (equally and ratably with or prior to any other
Indebtedness of the Company or such Restricted Subsidiary then entitled thereto)
by a direct lien on all such Principal Property
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prior to all liens other than any liens theretofore existing thereon by a
supplemental indenture or otherwise. (Section 1008 of the Senior Debt Indenture)
LIMITATIONS ON SALE AND LEASEBACK TRANSACTIONS. Unless provided otherwise
in the applicable Prospectus Supplement, the provisions of this covenant shall
apply to each series of Senior Debt Securities issued under the Senior Debt
Indenture:
The Company will not, and will not permit a Restricted Subsidiary to, enter
into any arrangement with any Person (other than with any Restricted Subsidiary)
providing for the leasing to the Company or any Restricted Subsidiary of any
Principal Property owned or hereafter acquired by the Company or such Restricted
Subsidiary (except for temporary leases for a term, including any renewal
thereof, of not more than three years and except for leases between the Company
and a Restricted Subsidiary or between Restricted Subsidiaries), which Principal
Property has been or is to be sold or transferred by the Company or such
Restricted Subsidiary to such person (a "Sale and Leaseback Transaction") unless
(a) the Company or such Restricted Subsidiary would be entitled, pursuant to the
covenant described in "--Provisions Applicable Solely to Senior Debt
Securities--Limitation on Liens," to incur Indebtedness secured by a Security
Interest on the property to be leased without equally and ratably securing the
Senior Debt Securities of that series, or (b) the Company shall, and in any such
case the Company covenants that it will, within 180 days after the effective
date of any such arrangement, apply an amount equal to the fair value (as
determined by the Board of Directors) of such property to the redemption of
Senior Debt Securities that, by their terms, are subject to redemption, or to
the purchase and retirement of Senior Debt Securities, or to the payment or
other retirement of funded debt for money borrowed, incurred or assumed by the
Company which ranks senior to or pari passu with the Senior Debt Securities of
that series or of funded debt for money borrowed, incurred or assumed by any
Restricted Subsidiary (other than, in either case, funded debt owed by the
Company or any Restricted Subsidiary), or (c) the Company shall within 180 days
after entering into the Sale and Leaseback Transaction, enter into a bona fide
commitment or commitments to expend for the acquisition or capital improvement
of a Principal Property an amount at least equal to the fair value (as
determined by the Board of Directors) of such property. (Section 1009 of the
Senior Debt Indenture)
Notwithstanding the foregoing, the Company may, and may permit any
Restricted Subsidiary to, effect any Sale and Leaseback Transaction that is not
acceptable pursuant to clauses (a) through (c), inclusive, of the foregoing
covenant, provided that the Attributable Debt associated with such Sale and
Leaseback Transaction, together with the aggregate principal amount of
outstanding debt secured by Security Interests upon Principal Property not
acceptable pursuant to clauses (1) through (12) of the covenant described in
"--Provisions Applicable Solely to Senior Debt Securities--Limitation on Liens,"
inclusive, do not exceed 15% of Consolidated Net Tangible Assets. (Section 1009
of the Senior Debt Indenture)
PROVISIONS APPLICABLE SOLELY TO SUBORDINATED DEBT SECURITIES
CONSOLIDATION, MERGER, SALE. The Subordinated Debt Indenture provides that
the Company may not consolidate with or merge into any other Person or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, unless (1) the Person formed by such consolidation or into which the
Company is merged or the Person which acquires by conveyance or transfer, or
which leases, the properties and assets of the Company substantially as an
entirety shall be a corporation, partnership or trust, organized and validly
existing under the laws of the United States of America, any State thereof or
the District of Columbia and shall expressly assume, by a supplemental
indenture, executed and delivered to the Trustee, in form satisfactory to the
Trustee, the due and punctual payment of the principal of and any premium and
interest (including all additional amounts, if any, payable pursuant to the
Subordinated Debt Indenture) on all the Subordinated Debt Securities and the
performance or observance of every other covenant of the Subordinated Debt
Indenture on the part of the Company to be performed or observed; and (2)
immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Company or a Subsidiary as a
result of such transaction as having been
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incurred by the Company or such Subsidiary at the time of such transaction, no
Event of Default, and no event which, after notice or lapse of time or both,
would become an Event of Default, shall have happened and be continuing. Upon
any consolidation of the Company with, or merger of the Company into, any other
Person or any conveyance, transfer or lease of the properties and assets of the
Company substantially as an entirety, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of the Company under the Subordinated Debt
Indenture with the same effect as if such successor Person had been named as the
Company herein, and thereafter, except in the case of a lease, the predecessor
Person shall be relieved of all obligations and covenants under the Subordinated
Debt Indenture and the Subordinated Debt Securities and coupons and may
liquidate and dissolve. (Sections 801, 802 of the Subordinated Debt Indenture)
EVENT OF DEFAULT. Unless otherwise specified in the applicable Prospectus
Supplement, an Event of Default is defined under the Subordinated Debt Indenture
with respect to the Subordinated Debt Securities of any series issued under such
Subordinated Debt Indenture as being one or more of the following events:
(1) default in the payment of any interest upon any Subordinated Debt
Security of that series when it becomes due and payable, and continuance of such
default for a period of 30 days; or
(2) default in the payment of the principal of (or premium, if any, on) any
Subordinated Debt Security of that series as and when the same becomes due and
payable, whether at Stated Maturity or by declaration of acceleration, call for
redemption or otherwise; or
(3) default in the deposit of any sinking fund payment, when and as due by
the terms of a Subordinated Debt Security of that series; or
(4) default in the performance, or breach, of any other covenant or warranty
of the Company in the Subordinated Debt Indenture (other than a covenant or
warranty a default in whose performance or whose breach is elsewhere in Section
501 of the Subordinated Debt Indenture specifically dealt with or which has
expressly been included in the Subordinated Debt Indenture solely for the
benefit of a series of Subordinated Debt Securities other than that series), and
continuance of such default or breach for a period of 90 days after there has
been given, by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 25% in principal amount
of the Outstanding Subordinated Debt Securities of that series a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a "Notice of Default" under the Subordinated Debt Indenture;
or
(5) the entry by a court having jurisdiction in the premises of (A) a decree
or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect
of the Company under any applicable Federal or State law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 90 consecutive days; or
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(6) the commencement by the Company of a voluntary case or proceeding under
any applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by it to the entry of a decree or order for relief in
respect of the Company in an involuntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other similar law or
the commencement of any bankruptcy or insolvency case or proceeding against it,
or the filing by it of a petition or answer or consent seeking reorganization or
relief under any applicable Federal or State law, or the consent by it to the
filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
official of the Company or of any substantial part of its property, or the
making by it of an assignment for the benefit of creditors, or the admission by
it in writing of its inability to pay its debts generally as they become due, or
the taking of corporate action by the Company in furtherance of any such action;
or
(7) any other Event of Default provided with respect to Subordinated Debt
Securities of that series. (Section 501 of the Subordinated Debt Indenture)
If an Event of Default with respect to Subordinated Debt Securities of any
series at the time Outstanding occurs and is continuing, then in every such
case, the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Subordinated Debt Securities of that series may declare the
principal amount (or, if any of the Subordinated Debt Securities of that series
are Original Issue Discount Securities, such portion of the principal amount of
such Subordinated Debt Securities as may be specified in the terms thereof) of
all of the Subordinated Debt Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable. At any time after such a
declaration of acceleration with respect to the Subordinated Debt Securities of
any series has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee, the Holders of a majority in
principal amount of the Outstanding Subordinated Debt Securities of that series,
by written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if: (1) the Company has paid or deposited with
the Trustee a sum sufficient to pay (A) all overdue interest on all Subordinated
Debt Securities of that series, (B) the principal of (and premium, if any, on)
any Subordinated Debt Securities of that series which has become due otherwise
than by such declaration of acceleration and any interest thereon at the rate or
rates prescribed therefor in such Subordinated Debt Securities, (C) to the
extent that payment of such interest is lawful, interest upon overdue interest
at the rate or rates prescribed therefor in such Subordinated Debt Securities,
and (D) all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel; and (2) all Events of Default with respect to Subordinated Debt
Securities of that series, other than the non-payment of the principal of
Subordinated Debt Securities of that series which has become due solely by such
declaration of acceleration, have been cured or waived as provided in the
Subordinated Debt Indenture. No such rescission shall affect any subsequent
default or impair any right consequent thereon. (Section 502 of the Subordinated
Debt Indenture) If the Trustee or any Holder of a Subordinated Debt Security or
coupon has instituted any proceeding to enforce any right or remedy under the
Subordinated Debt Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case, subject to any determination in such
proceeding, the Company, the Trustee and the Holders of Subordinated Debt
Securities and coupons shall be restored severally and respectively to their
former positions under the Subordinated Debt Indenture and the Subordinated Debt
Securities and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted. (Section 509 of
the Subordinated Debt Indenture)
The Subordinated Debt Indenture provides that, subject to the duty of the
Trustee during default to act with the required standard of care, the Trustee is
under no obligation to exercise any of its rights or powers under such Indenture
at the request or direction of any of the Holders, unless such Holders shall
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have offered to the Trustee reasonable indemnity. (Sections 601, 603 of the
Subordinated Debt Indenture) No Holder of any Subordinated Debt Security of any
series or any related coupons shall have any right to institute any proceeding,
judicial or otherwise, with respect to the Subordinated Debt Indenture, or for
the appointment of a receiver or trustee, or for any other remedy thereunder,
unless (1) such Holder has previously given written notice to the Trustee of a
continuing Event of Default with respect to the Subordinated Debt Securities of
that series; (2) the Holders of not less than 25% in principal amount of the
Outstanding Subordinated Debt Securities of that series shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default in its own name as Trustee under the Subordinated Debt Indenture; (3)
such Holder or Holders have offered to the Trustee reasonable indemnity against
the costs, expenses and liabilities to be incurred in compliance with such
request; (4) the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity has failed to institute any such proceeding; and (5) no
direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in principal amount of
the Outstanding Subordinated Debt Securities of that series. (Section 507 of the
Subordinated Debt Indenture) Notwithstanding any other provisions in the
Subordinated Debt Indenture, but subject to the subordination provisions of the
Subordinated Debt Indenture, the right of any Holder of any Subordinated Debt
Security or coupon to receive payment of the principal of and any premium and
any interest on such Subordinated Debt Security or payment of such coupon on the
Stated Maturity or Maturities expressed in such Subordinated Debt Security or
coupon and, if applicable, to convert such Subordinated Debt Security as
provided in the conversion provisions of the Subordinated Debt Indenture and to
institute suit for the enforcement of any such payment or conversion right shall
not be impaired without the consent of such Holder. (Sections 508, 902 of the
Subordinated Debt Indenture)
The Holders of a majority in principal amount of the Outstanding
Subordinated Debt Securities of any series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Subordinated Debt Securities of such series, provided that (1)
such direction shall not be in conflict with any rule of law or with the
Subordinated Debt Indenture; (2) the Trustee may take any other action deemed
proper by the Trustee which is not inconsistent with such direction; and (3) the
Trustee shall not be obligated to take any action unduly prejudicial to Holders
not joining in such direction or involving the Trustee in personal liability.
(Section 512 of the Subordinated Debt Indenture) The Holders of a majority in
principal amount of the Outstanding Subordinated Debt Securities of any series
may on behalf of the Holders of all the Subordinated Debt Securities of such
series waive any past default under the Subordinated Debt Indenture with respect
to the Subordinated Debt Securities of such series and its consequences, except
a default in the payment of the principal of or any premium or interest on any
Subordinated Debt Security of such series or in respect of a covenant or
provision of the Subordinated Debt Indenture which, pursuant to the Subordinated
Debt Indenture, cannot be modified or amended without the consent of the Holder
of each Outstanding Subordinated Debt Security of such series affected. Upon any
such waiver, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of the
Subordinated Debt Indenture; but no such waiver shall extend to any subsequent
or other default or impair any right consequent thereon. (Sections 902, 513 of
the Subordinated Debt Indenture)
If a default occurs under the Subordinated Debt Indenture with respect to
Subordinated Debt Securities of any series, the Trustee shall give the Holders
of Subordinated Debt Securities of such series notice of such default as and to
the extent provided by the Trust Indenture Act; provided, however, that in the
case of any default or breach of certain covenants or warranties with respect to
Subordinated Debt Securities of such series, no such notice to Holders shall be
given until at least 30 days after the occurrence thereof (the term "default"
for purposes of these provisions being defined as any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to the Subordinated Debt Securities of such series). (Section 602 of the
Subordinated Debt Indenture)
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<PAGE>
In any case in which Subordinated Debt Securities are Outstanding that are
denominated in more than one currency and the Trustee is directed to make
ratable payments under the Subordinated Debt Indenture to Holders of such
Subordinated Debt Securities, unless otherwise provided with respect to any
series of Subordinated Debt Securities, the Trustee shall calculate the amount
of such payments as follows: (i) as of the day the Trustee collects an amount
under the Subordinated Debt Indenture, the Trustee shall, as to each Holder of a
Subordinated Debt Security to whom an amount is due and payable under the
Subordinated Debt Indenture that is denominated in a foreign currency, determine
that amount in Dollars that would be obtained for the amount owing such Holder,
using the rate of exchange at which in accordance with normal banking procedures
the Trustee could purchase in the City of New York Dollars with such amount
owing; (ii) calculate the sum of all Dollar amounts determined under (i) and add
thereto any amounts due and payable in Dollars; and (iii) using the individual
amounts determined in (i) or any individual amounts due and payable in Dollars,
as the case may be, as a numerator, and the sum calculated in (ii) as a
denominator, calculate as to each Holder of a Subordinated Debt Security to whom
an amount is owed under the Subordinated Debt Indenture the fraction of the
amount collected under the Subordinated Debt Indenture payable to such Holder.
Any expenses incurred by the Trustee in actually converting amounts owing
Holders of Subordinated Debt Securities denominated in a currency other than
that in which any amount is collected under the Subordinated Debt Indenture
shall be likewise (in accordance with the foregoing) borne ratably by all
Holders of Subordinated Debt Securities to whom amounts are payable under the
Subordinated Debt Indenture. (Section 506 of the Subordinated Debt Indenture)
To the fullest extent allowed under applicable law, if for the purpose of
obtaining judgment against the Company in any court it is necessary to convert
the sum due in respect of the principal of, or premium, if any, or interest on,
the Subordinated Debt Securities of any series (the "Required Currency") into a
currency in which a judgment will be rendered (the "Judgment Currency"), the
rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Trustee could purchase in the City of New York the
Required Currency with the Judgment Currency on the Business Day in the City of
New York next preceding that on which final judgment is given. Neither the
Company nor the Trustee shall be liable for any shortfall nor shall it benefit
from any windfall in payments to Holders of Subordinated Debt Securities under
the Subordinated Debt Indenture caused by a change in exchange rates between the
time the amount of a judgment against the Company is calculated as above and the
time the Trustee converts the Judgment Currency into the Required Currency to
make payments under the foregoing provisions of the Subordinated Debt Indenture
to Holders of Subordinated Debt Securities, but payment of such judgment shall
discharge all amounts owed by the Company on the claim or claims underlying such
judgment. (Section 506 of the Subordinated Debt Indenture)
The Company is required to furnish to the Trustee annually a statement as to
the compliance by the Company with all conditions and covenants under the
Subordinated Debt Indenture. (Section 1007 of the Subordinated Debt Indenture)
SUBORDINATION. The Subordinated Debt Securities will be subordinate and
junior in right of payment, to the extent set forth in the Subordinated Debt
Indenture, to all Senior Indebtedness (as defined below) of the Company. If the
Company should default in the payment of any principal of or premium or interest
on any Senior Indebtedness when the same become due and payable, whether at
maturity or a date fixed for prepayment or by declaration of acceleration or
otherwise, then, upon written notice of such default to the Company by the
holders of such Senior Indebtedness or any trustee therefor and subject to
certain rights of the Company to dispute such default and subject to proper
notification of the Trustee, unless and until such default has been cured or
waived or ceases to exist, no direct or indirect payment (in cash, property,
securities, by set-off or otherwise) will be made or agreed to be made for
principal or premium, if any, or interest, if any, on the Subordinated Debt
Securities, or in respect of any redemption, retirement, purchase or other
acquisition of the Subordinated Debt Securities other than those made in capital
stock of the Company (or cash in lieu of fractional shares thereof) pursuant to
any conversion right of the
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<PAGE>
Subordinated Debt Securities or otherwise made in capital stock of the Company.
(Sections 1601, 1604 and 1605 of the Subordinated Debt Indenture)
"Senior Indebtedness" is defined in Section 101 of the Subordinated Debt
Indenture as Indebtedness (as defined below) of the Company outstanding at any
time except (a) any Indebtedness as to which, by the terms of the instrument
creating or evidencing the same, it is provided that such Indebtedness is not
senior in right of payment to the Subordinated Debt Securities, (b) the
Subordinated Debt Securities, (c) any Indebtedness of the Company to a
wholly-owned Subsidiary of the Company, (d) interest accruing after the filing
of a petition initiating certain bankruptcy or insolvency proceedings unless
such interest is an allowed claim enforceable against the Company in a
proceeding under federal or state bankruptcy laws, (e) obligations under
performance guarantees, support agreements and other agreements in the nature
thereof relating to the obligations of any Subsidiary of the Company, and (f)
trade accounts payable. "Indebtedness" is defined in Section 101 of the
Subordinated Debt Indenture as, with respect to any Person, (a) (i) the
principal of and interest and premium, if any, on indebtedness for money
borrowed of such Person evidenced by bonds, notes, debentures or similar
obligations, including any guaranty by such Person of any indebtedness for money
borrowed of any other Person, whether any such indebtedness or guaranty is
outstanding on the date of the Subordinated Debt Indenture or is thereafter
created, assumed or incurred, (ii) the principal of and premium and interest, if
any, on indebtedness for money borrowed, incurred, assumed or guaranteed by such
Person in connection with the acquisition by it or any of its subsidiaries of
any other businesses properties or other assets and (iii) lease obligations
which such Person capitalizes in accordance with Statement of Financial
Accounting Standards No. 13 promulgated by the Financial Accounting Standards
Board or such other generally accepted accounting principles as may be from time
to time in effect, (b) any other indebtedness of such Person, including any
indebtedness representing the balance deferred and unpaid of the purchase price
of any property or interest therein, including any such balance that constitutes
a trade account payable, and any guaranty, endorsement or other contingent
obligation of such Person in respect of any indebtedness of another, which is
outstanding on the date of the Subordinated Debt Indenture or is thereafter
created, assumed or incurred by such Person and (c) any amendments,
modifications, refundings, renewals or extensions of any indebtedness or
obligation described as Indebtedness in clause (a) or (b) above.
If (i) without the consent of the Company a court having jurisdiction shall
enter (A) an order for relief with respect to the Company under the United
States federal bankruptcy laws, (B) a judgment, order or decree adjudging the
Company a bankrupt or insolvent, or (C) an order for relief for reorganization,
arrangement, adjustment or composition of or in respect of the Company under the
United States federal bankruptcy laws or state insolvency laws or (ii) the
Company shall institute proceedings for the entry of an order for relief with
respect to the Company under the United States federal bankruptcy laws or for an
adjudication of insolvency, or shall consent to the institution of bankruptcy or
insolvency proceedings against it, or shall file a petition seeking, or seek or
consent to reorganization, arrangement, composition or similar relief under the
United States federal bankruptcy laws or any applicable state law, or shall
consent to the filing of such petition or to the appointment of a receiver,
custodian, liquidator, assignee, trustee, sequestrator or similar official in
respect of the Company or of substantially all of its property, or the Company
shall make a general assignment for the benefit of creditors as recognized under
the United States federal bankruptcy laws, then all Senior Indebtedness
(including any interest thereon accruing after the commencement of any such
proceedings) will first be paid in full before any payment or distribution,
whether in cash, securities or other property, may be made to any Holder of
Subordinated Debt Securities on account thereof. In such event, any payment or
distribution, whether in cash, securities or other property (other than
securities of the Company or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in the subordination provisions with respect to the
Subordinated Debt Securities, to the payment of all Senior Indebtedness then
outstanding and to any securities issued in respect thereof under any such plan
of reorganization or readjustment), which would otherwise (but for the
subordination provisions) be payable or deliverable in respect of Subordinated
Debt Securities of any series will be paid or delivered directly to
26
<PAGE>
the holders of Senior Indebtedness in accordance with the priorities then
existing among such holders until all Senior Indebtedness (including any
interest thereon accruing after the commencement of any such proceedings) has
been paid in full. If any payment or distribution of any character, whether in
cash, securities or other property (other than securities of the Company or any
other corporation provided for by a plan of reorganization or readjustment the
payment of which is subordinate, at least to the extent provided in the
subordination provisions with respect to the Subordinated Debt Securities, to
the payment of all Senior Indebtedness then outstanding and to any securities
issued in respect thereof under any such plan of reorganization or
readjustment), shall be received by the Trustee or any holder of any
Subordinated Debt Securities in contravention of any of the terms of the
Subordinated Debt Indenture, such payment or distribution will be received in
trust for the benefit of, and will be paid over or delivered and transferred to,
the holders of the Senior Indebtedness then outstanding in accordance with the
priorities then existing among such holders for application to the payment of
all Senior Indebtedness remaining unpaid, to the extent necessary to pay all
such Senior Indebtedness in full. In the event of the failure of the Trustee or
any holder to endorse or assign any such payment, distribution or security, each
Holder of Senior Indebtedness is irrevocably authorized to endorse or assign the
same. In the event of any such proceeding, after payment in full of all sums
owing with respect to Senior Indebtedness, the holders of Subordinated Debt
Securities, together with the holders of any other obligations of the Company
ranking on a parity with the Subordinated Debt Securities, will be entitled to
be repaid from the remaining assets of the Company the amounts at that time due
and owing on account of unpaid principal of and any premium and interest on the
Subordinated Debt Securities and such other obligations before any payment or
other distribution, whether in cash, property or otherwise, shall be made on
account of any capital stock or obligations of the Company ranking junior to the
Subordinated Debt Securities and such other obligations. (Section 1601 of the
Subordinated Debt Indenture)
The Subordinated Debt Indenture provides that Senior Indebtedness shall not
be deemed to have been paid in full unless the holders thereof shall have
received cash, securities or other property equal to the amount of such Senior
Indebtedness then outstanding. Upon the payment in full of all Senior
Indebtedness, the holders of Subordinated Debt Securities of each series shall
be subrogated to all rights of any holders of Senior Indebtedness to receive any
further payments or distributions applicable to such Senior Indebtedness until
the indebtedness evidenced by the Subordinated Debt Securities of such series
shall have been paid in full, and such payments or distributions received by
such Holders, by reason of such subrogation, of cash, securities or other
property that otherwise would be paid or distributed to the holders of Senior
Indebtedness, shall, as between the Company and its creditors other than the
holders of such Senior Indebtedness, on the one hand, and such Holders, on the
other hand, be deemed to be a payment by the Company on account of such Senior
Indebtedness, and not on account of the Subordinated Debt Securities of such
series. (Section 1601 of the Subordinated Debt Indenture)
The Prospectus Supplement respecting any series of Subordinated Debt
Securities's will set forth any subordination provisions applicable to such
series in addition to or different from those described above.
By reason of such subordination, in the event of a liquidation, bankruptcy,
reorganization, insolvency, receivership or similar proceeding involving the
Company or an assignment for the benefit of creditors of the Company or any of
its Subsidiaries or a marshaling of assets or liabilities of the Company and its
Subsidiaries, holders of Senior Indebtedness and holders of other obligations of
the Company that are not subordinated to Senior Indebtedness may receive more,
ratably, than holders of the Subordinated Debt Securities. Such subordination
will not prevent the occurrence of any Default or Event of Default or limit the
rights of the Trustee or any Holder, subject to the other provisions of the
Subordinated Debt indenture, to pursue any other rights or remedies with respect
to the Subordinated Debt Securities.
CONVERSION. The Subordinated Debt Indenture may provide for a right of
conversion of Subordinated Debt Securities into Common Stock (or cash in lieu
thereof). (Sections 301 and 1501 of the Subordinated Debt Indenture) The
following provisions will apply to Debt Securities that are convertible
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<PAGE>
Subordinated Debt Securities unless otherwise provided in the applicable
Prospectus Supplement for such Debt Securities.
The holder of any convertible Subordinated Debt Securities will have the
right exercisable at any time prior to maturity, unless previously redeemed or
otherwise purchased by the Company, to convert such Subordinated Debt Securities
into shares of Common Stock at the conversion price or conversion rate set forth
in the applicable Prospectus Supplement, subject to adjustment. (Section 1502 of
the Subordinated Debt Indenture) The holder of convertible Subordinated Debt
Securities may convert any portion thereof which is $1,000 in principal amount
or any integral multiple thereof. (Section 1502 of the Subordinated Debt
Indenture)
In certain events, the conversion price or conversion rate will be subject
to adjustment as set forth in the Subordinated Debt Indenture. Such events
include the issuance of shares of Common Stock of the Company as a dividend or
distribution on the Common Stock; subdivisions, combinations and
reclassifications of the Common Stock; the issuance to all holders of Common
Stock of rights or warrants entitling the holders thereof (for a period not
exceeding 45 days) to subscribe for or purchase shares of Common Stock at a
price per share less than the then current market price per share of Common
Stock (as determined pursuant to the Subordinated Debt Indenture); and the
distribution to substantially all holders of Common Stock of evidences of
indebtedness, equity securities (including equity interests in the Company's
Subsidiaries) other than Common Stock, or other assets (excluding cash dividends
paid from surplus) or rights or warrants to subscribe for securities (other than
those referred to above). No adjustment of the conversion price or conversion
rate will be required unless an adjustment would require a cumulative increase
or decrease of at least 1% in such price or rate. (Section 1504 of the
Subordinated Debt Indenture) The Company has been advised by its counsel,
Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P., that certain adjustments in the
conversion price or conversion rate in accordance with the foregoing provisions
may result in constructive distributions to either holders of the Subordinated
Debt Securities or holders of Common Stock which would be taxable pursuant to
Treasury Regulations issued under Section 305 of the Internal Revenue Code of
1986, as amended. The amount of any such taxable constructive distribution would
be the fair market value of the Common Stock which is treated as having been
constructively received, such value being determined as of the time the
adjustment resulting in the constructive distribution is made.
Fractional shares of Common Stock will not be issued upon conversion, but,
in lieu thereof, the Company will pay a cash adjustment based on the then
current market price for the Common Stock. (Section 1503 of the Subordinated
Debt Indenture) Upon conversion, no adjustments will be made for accrued
interest or dividends, and therefore convertible Subordinated Debt Securities
surrendered for conversion' between an Interest Payment Date and on or prior to
the record date pertaining to the subsequent Interest Payment Date will not be
considered Outstanding and no interest will be paid on the related Interest
Payment Date. Convertible Subordinated Debt Securities (except convertible
Subordinated Debt Securities called for redemption on a redemption date during
such period) surrendered for conversion during the period between the close of
business on any record date for an Interest Payment Date for such convertible
Subordinated Debt Security and the opening of business on the related Interest
Payment Date shall be considered Outstanding for purposes of payment of
interest, and, therefore, must be accompanied by payment of an amount equal to
the interest payable thereon on such Interest Payment Date. (Sections 1504 and
1502 of the Subordinated Debt Indenture)
In the case of any consolidation or merger of the Company (with certain
exceptions) or any conveyance, transfer or lease of the properties and assets of
the Company substantially as an entirety to any Person, each holder of
convertible Subordinated Debt Securities, after the consolidation, merger,
conveyance, transfer or lease, will have the right to convert such convertible
Subordinated Debt Securities only into the kind and amount of securities, cash
and other property which the holder would have been entitled to receive upon or
in connection with such consolidation, merger, conveyance, transfer or lease, if
the holder had held the Common Stock issuable upon conversion of such
convertible Subordinated Debt
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Securities immediately prior to such consolidation, merger, conveyance, transfer
or lease. (Section 1505 of the Subordinated Debt Indenture)
DESCRIPTION OF CAPITAL STOCK
GENERAL
The Company is currently authorized to issue 500,000,000 shares of its
Common Stock, par value $.01 per share, of which 219,811,065 shares were
outstanding on March 31, 1998 and 10,000,000 shares of Preferred Stock, par
value $.01 per share (the "Preferred Stock"), none of which were outstanding on
such date.
COMMON STOCK
Each holder of Common Stock is entitled to one vote per share held of record
on each matter submitted to stockholders. Cumulative voting for the election of
directors is not permitted, and the holders of a majority of shares voting for
the election of directors can elect all members of the Board of Directors.
Subject to the rights of any holders of Preferred Stock, holders of record
of shares of Common Stock are entitled to receive ratably dividends when and if
declared by the Board of Directors out of funds legally available therefor. In
the event of a voluntary or involuntary winding up or dissolution, liquidation
or partial liquidation of the Company, holders of Common Stock are entitled to
participate ratably in any distribution of the assets of the Company, subject to
any prior rights of holders of any outstanding Preferred Stock.
Holders of Common Stock have no conversion, redemption or preemptive rights.
All outstanding shares of Common Stock are, and the Common Stock to be issued
hereunder will be, validly issued, fully paid and nonassessable.
PREFERRED STOCK
The Board of Directors is authorized, without further approval of the
stockholders, to issue the Preferred Stock in series and with respect to each
series, to fix its designations, relative rights (including voting, dividend,
conversion, sinking fund and redemption rights), preferences (including with
respect to dividends and upon liquidation), privileges and limitations. The
Board of Directors, without stockholder approval, may issue Preferred Stock with
voting and conversion rights, both of which could adversely affect the voting
power of the holders of Common Stock, and dividend or liquidation preferences
that would restrict Common Stock dividends or adversely affect the assets
available for distribution to holders of shares of Common Stock upon the
Company's dissolution.
AUTHORIZED BUT UNISSUED SHARES
Authorized but unissued shares of Common Stock or Preferred Stock can be
reserved for issuance by the Board of Directors from time to time without
further stockholder action for proper corporate purposes, including stock
dividends or stock splits, raising equity capital and structuring future
corporate transactions, including acquisitions.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is Boston EquiServe,
Boston, Massachusetts.
DELAWARE ANTI-TAKEOVER LAW
Section 203 of the DGCL ("Section 203") generally provides that a person
who, together with affiliates and associates owns, or within three years did
own, at least 15% but less than 85% of the
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outstanding voting stock of a corporation subject to the statute (an "Interested
Stockholder") may not engage in certain business combinations with the
corporation for a period of three years after the date on which the person
became an Interested Stockholder unless (i) prior to such date, the
corporation's board of directors approved either the business combination or the
transaction in which the stockholder became an Interested Stockholder or (ii)
subsequent to such date. the business combination is approved by the
corporation's board of directors and authorized at a stockholders' meeting by a
vote of at least two-thirds of the corporation's outstanding voting stock not
owned by the Interested Stockholder. Section 203 defines the term "business
combination" to encompass a wide variety of transactions with or caused by an
Interested Stockholder, including mergers, asset sales, and other transactions
in which the Interested Stockholder receives or could receive a benefit on other
than a pro rata basis with other stockholders.
The provisions of Section 203, combined with the Board of Directors'
authority to issue Preferred Stock without further stockholder action, could
delay or frustrate a change in control of the Company. The provisions also could
discourage, impede or prevent a merger, tender offer or proxy contest, even if
such event would be favorable to the interests of stockholders. The Company's
stockholders, by adopting an amendment to the Restated Certificate of
Incorporation, may elect not to be governed by Section 203 which election would
be effective 12 months after such adoption. Neither the Company's Restated
Certificate of Incorporation nor its Bylaws exclude the Company from the
restrictions imposed by Section 203.
PLAN OF DISTRIBUTION
GENERAL
The Company may sell Securities to or through underwriters or dealers, and
also may sell Securities directly to other purchasers or through agents.
The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of Securities, underwriters may receive
compensation from the Company, or purchasers of Securities for whom they may act
as agents in the form of discounts, concessions or commissions. Underwriters,
dealers and agents that participate in the distribution of Securities may be
deemed to be underwriters, and any discounts or commissions received by them
from the Company or the purchasers of Securities, as the case may be, and any
profit on the resale of Securities by them may be deemed to be underwriting
discounts and commissions under the Securities Act. Any such person who may be
deemed to be an underwriter will be identified, and any such compensation
received from the Company will be described, in the applicable Prospectus
Supplement.
Debt Securities, when first issued, will have no established trading market.
Any underwriters or agents to or through whom Debt Securities are sold by the
Company for public offering and sale may make a market in such Debt Securities,
but such underwriters or agents will not be obligated to do so and may
discontinue any market making at any time without notice. No assurance can be
given as to the liquidity of the trading market for any Debt Securities.
Under agreements which may be entered into by the Company, underwriters,
dealers and agents who participate in the distribution of Securities may be
entitled to indemnification by the Company against or contribution toward
certain liabilities, including liabilities under the Securities Act.
DELAYED DELIVERY ARRANGEMENT
If so indicated in the applicable Prospectus Supplement, the Company will
authorize underwriters or other persons acting as the Company's agents to
solicit offers by certain institutions to purchase Debt Securities from the
Company pursuant to contracts providing for payment and delivery on a future
date.
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Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases will be
subject to the approval of the Company. The obligations of any purchaser under
any such contract will be subject to the condition that the purchase of the Debt
Securities shall not at the time of delivery be prohibited under the laws of any
jurisdiction to which such purchaser is subject. The underwriters and such
agents will not have any responsibility in respect of the validity or
performance of such contracts.
VALIDITY OF SECURITIES
The validity of the Offered Securities, as well as certain tax matters in
connection therewith, will be passed upon for the Company by Liddell, Sapp,
Zivley, Hill & LaBoon, L.L.P., Houston, Texas and certain legal matters will be
passed upon for any agents, dealers or underwriters by McDermott, Will & Emery,
Chicago, Illinois.
EXPERTS
The consolidated balance sheets of USA Waste as of December 31, 1997 and
1996 and the consolidated statements of operations, stockholders' equity and
cash flows for each of the three years in the period ended December 31, 1997,
incorporated by reference in this Prospectus, have been incorporated herein in
reliance on the report of Coopers & Lybrand L.L.P., independent accountants,
given on the authority of that firm as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses payable by the Company in
connection with the issuance and distribution of the securities, other than
underwriting discounts and commissions. All the amounts shown are estimates,
except the registration fee.
<TABLE>
<S> <C>
Registration Fee................................................ $ 472,000
Fees and expenses of accountants................................ 150,000
Fees and expenses of legal counsel.............................. 75,000
Fees and expenses of trustee and counsel........................ 40,000
Fees of rating agencies......................................... 70,000
Printing and engraving expenses................................. 150,000
Blue Sky fee and expenses (including counsel)................... 15,000
Miscellaneous................................................... 28,000
---------
Total......................................................... $1,000,000
---------
---------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Delaware law, a corporation may include provisions in its certificate
of incorporation that will relieve its directors of monetary liability for
breaches of their fiduciary duty to the corporation, except under certain
circumstances, including a breach of the director's duty of loyalty, acts or
omissions of the director not in good faith or which involve intentional
misconduct or a knowing violation of law, the approval of an improper payment of
a dividend or an improper purchase by the corporation of stock or any
transaction from which the director derived an improper personal benefit. The
Company's Restated Certificate of Incorporation provides that the Company's
directors are not liable to the Company or its stockholders for monetary damages
for breach of their fiduciary duty, subject to the described exceptions
specified by Delaware law.
Section 145 of the Delaware General Corporation Law grants to the Company
the power to indemnify each officer and director of the Company against
liabilities and expenses incurred by reason of the fact that he is or was an
officer or director of the Company if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The By-laws of the Company provide for
indemnification of each officer and director of the Company to the fullest
extent permitted by Delaware law.
Section 145 of the Delaware General Corporation Law also empowers the
Company to purchase and maintain insurance on behalf of any person who is or was
an officer or director of the Company against liability asserted against or
incurred by him in any such capacity, whether or not the Company would have the
power to indemnify such officer or director against such liability under the
provisions of Section 145. The Company has purchased and maintains a directors'
and officers' liability policy for such purposes.
The Company has entered into Indemnification Agreements with each of its
directors and executive officers. Such Indemnification Agreements provide that
such persons (the "Indemnitees") will be indemnified and held harmless from all
expenses, including (without limitation) the amount of any judgments, fines,
penalties, excise taxes and amounts paid in settlement, actually incurred by an
Indemnitee with respect to any threatened, pending or completed claim, action
(including any action by or in the right of the Company), suit or proceeding
(whether formal or informal, or civil, criminal, administrative, legislative,
arbitrative or investigative) in respect of which such Indemnitee is, was or at
any time becomes, or is threatened to be made, a party, witness, subject or
target, by reason of the fact that such Indemnitee is or
II-1
<PAGE>
was a director, officer, agent or fiduciary of the Company or serving at the
request of the Company as a director, officer, employee, fiduciary or
representative or another enterprise. Such Indemnification Agreements also
provide that the Company, if requested to do so by an Indemnitee, will advance
to such Indemnitee, prior to final disposition of any proceeding, the expense
actually incurred by the Indemnitee subject to the obligation of the Indemnitee
to refund if it is ultimately determined that such Indemnitee was not entitled
to indemnification.
ITEM 16. EXHIBITS.
The following documents are filed as exhibits to this Registration
Statement, including those exhibits incorporated herein by reference to a prior
filing of the Company under the Securities Act or the Exchange Act as indicated
in parentheses:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------------ -------------------------------------------------------------------------------------------------------
<C> <S>
1.1* Form of Underwriting Agreement (Debt Securities).
1.2* Form of Underwriting Agreement (Common Stock).
4.1 Indenture for Senior Debt Securities dated September 10, 1997, among the Registrant and Texas Commerce
Bank National Association, now known as Chase Bank of Texas, National Association, as trustee
(incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K (File No.
1-12154) filed with the Commission on September 24, 1997).
4.2 Subordinated Indenture, dated as of February 1, 1997, between USA Waste Services, Inc. and Texas
Commerce Bank National Association, now known as Chase Bank of Texas, National Association, as
trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K (File
No. 1-12154) filed with the Commission on February 7, 1997).
4.3* Form of Debt Securities.
4.4 Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3(b) of the
Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 1997).
4.5 Bylaws (incorporated by reference to Exhibit 3.2 to Post-Effective Amendment No. 1 to the Company's
Registration Statement on Form S-4 (File No. 33-60103)).
4.6 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.3 to the Company's
Registration Statement on Form S-3 (File No. 33-76224)).
5.1** Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. as to the legality of the Securities being
registered.
12.1** Computation of ratios of earnings to fixed charges.
23.1** Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. (included in Exhibit 5.1).
23.2** Consent of Coopers & Lybrand L.L.P.
24.1** Powers of Attorney.
25.1*** Statement of Eligibility of Trustee with respect to Senior Debt Indenture.
25.2*** Statement of Eligibility of Trustee with respect to Subordinated Debt Indenture.
</TABLE>
- ------------------------
* The Company will file any underwriting agreement relating to Debt Securities
or Common Stock that it may enter into and any form of Debt Securities not
previously so filed, as an exhibit to a Current Report on Form 8-K.
** Previously filed.
*** Filed herewith.
II-2
<PAGE>
ITEM 17. UNDERTAKINGS.
(a) 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;
(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;
notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement;
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic report filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(b) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) The registration hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall
II-3
<PAGE>
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.
(d) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to any charter provision, by-law, contract, arrangement,
statute, or otherwise, the registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities 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 against the registrant by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
II-4
<PAGE>
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 had duly caused this Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas on the 12th day of May,
1998.
<TABLE>
<S> <C> <C>
USA WASTE SERVICES, INC.
By: /s/ JOHN E. DRURY
-----------------------------------------
John E. Drury
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities indicated on May 12, 1998.
SIGNATURE TITLE
- ------------------------------ --------------------------
Chairman of the Board and
/s/ JOHN E. DRURY Chief Executive Officer
- ------------------------------ (Principal executive
John E. Drury officer)
*
- ------------------------------ President, Chief Operating
Rodney R. Proto Officer and Director
Executive Vice President
/s/ EARL E. DEFRATES and Chief Financial
- ------------------------------ Officer (Principal
Earl E. DeFrates financial officer)
Vice President and Chief
/s/ BRUCE E. SNYDER Accounting Officer
- ------------------------------ (Principal accounting
Bruce E. Snyder officer)
*
- ------------------------------ Director
Ralph F. Cox
II-5
<PAGE>
SIGNATURE TITLE
- ------------------------------ --------------------------
*
- ------------------------------ Director
Richard J. Heckmann
*
- ------------------------------ Director
Richard D. Kinder
*
- ------------------------------ Director
Larry J. Martin
*
- ------------------------------ Director
William E. Moffett
*
- ------------------------------ Director
Alexander W. Rangos
*
- ------------------------------ Director
John G. Rangos, Sr.
*
- ------------------------------ Director
Kosti Shirvanian
*
- ------------------------------ Director
David Sutherland-Yoest
*
- ------------------------------ Director
Jerome B. York
*By: /s/ GREGORY T. SANGALIS
-------------------------
Gregory T. Sangalis
ATTORNEY-IN-FACT
II-6
<PAGE>
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ____
_______________________
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
74-0800980
(I.R.S. Employer Identification Number)
712 MAIN STREET, HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip code)
LEE BOOCKER, 712 MAIN STREET, 26TH FLOOR
HOUSTON, TEXAS 77002 (713) 216-2448
(Name, address and telephone number of agent for service)
USA WASTE SERVICES, INC.
(Exact name of obligor as specified in its charter)
DELAWARE 73-1309529
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1001 FANNIN STREET, SUITE 4000, HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip code)
SENIOR DEBT SECURITIES
(Title of 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.
Comptroller of the Currency, Washington, D.C.
Federal Deposit Insurance Corporation, Washington, D.C.
Board of Governors of the Federal Reserve System, Washington, D.C.
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
The obligor is not an affiliate of the trustee. (See Note on Page 7.)
ITEM 3. VOTING SECURITIES OF THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING
SECURITIES OF THE TRUSTEE.
COL. A COL. B
TITLE OF CLASS AMOUNT OUTSTANDING
-------------- ------------------
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.
IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY
OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH THE FOLLOWING INFORMATION:
(a) TITLE OF THE SECURITIES OUTSTANDING UNDER EACH SUCH OTHER
INDENTURE.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
1
<PAGE>
ITEM 4. (CONTINUED)
(b) A BRIEF STATEMENT OF THE FACTS RELIED UPON AS A BASIS FOR
THE CLAIM THAT NO CONFLICTING INTEREST WITHIN THE MEANING OF SECTION
310(b)(1) OF THE ACT ARISES AS A RESULT OF THE TRUSTEESHIP UNDER ANY
SUCH OTHER INDENTURE, INCLUDING A STATEMENT AS TO HOW THE INDENTURE
SECURITIES WILL RANK AS COMPARED WITH THE SECURITIES ISSUED UNDER
SUCH OTHER INDENTURE.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH OBLIGOR OR
UNDERWRITERS.
IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICER OF THE
TRUSTEE IS A DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE, OR REPRESENTATIVE
OF THE OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR, IDENTIFY EACH SUCH PERSON
HAVING ANY SUCH CONNECTION AND STATE THE NATURE OF EACH SUCH CONNECTION.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS
OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE
TRUSTEE OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER AND
EXECUTIVE OFFICER OF THE OBLIGOR.
COL. A COL. B COL. C COL. D
PERCENTAGE OF
VOTING SECURITIES
REPRESENTED BY
AMOUNT OWNED AMOUNT GIVEN IN
NAME OF OWNER TITLE OF CLASS BENEFICIALLY COL. C
------------- -------------- ------------ -----------------
Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.
2
<PAGE>
ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE
TRUSTEE OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH
DIRECTOR, PARTNER AND EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER.
COL. A COL. B COL. C COL. D
PERCENTAGE OF
VOTING SECURITIES
REPRESENTED BY
AMOUNT OWNED AMOUNT GIVEN IN
NAME OF OWNER TITLE OF CLASS BENEFICIALLY COL. C
------------- -------------- ------------ ----------------
Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.
ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO THE SECURITIES OF THE
OBLIGOR OWNED BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR OBLIGATIONS IN
DEFAULT BY THE TRUSTEE.
COL. A COL. B COL. C COL. D
AMOUNT OWNED
WHETHER THE BENEFICIALLY OR PERCENT OF
SECURITIES HELD AS COLLATERAL CLASS
ARE VOTING SECURITY FOR REPRESENTED BY
OR NONVOTING OBLIGATIONS IN AMOUNT GIVEN
TITLE OF CLASS SECURITIES DEFAULT IN COL. C
-------------- ------------ ------------------ ---------------
Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.
3
<PAGE>
ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE OBLIGOR, FURNISH
THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH UNDERWRITER ANY
OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR PERCENT OF
HELD AS COLLATERAL CLASS
NAME OF ISSUER SECURITY FOR REPRESENTED BY
AND AMOUNT OBLIGATIONS IN AMOUNT GIVEN
TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE IN COL. C
-------------- ----------- ------------------ --------------
Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.
ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF
THE TRUSTEE (1) OWNS 10% OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR OR (2)
IS AN AFFILIATE, OTHER THAN A SUBSIDIARY, OF THE OBLIGOR, FURNISH THE FOLLOWING
INFORMATION AS TO THE VOTING SECURITIES OF SUCH PERSON.
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR PERCENT OF
HELD AS COLLATERAL CLASS
NAME OF ISSUER SECURITY FOR REPRESENTED BY
AND AMOUNT OBLIGATIONS IN AMOUNT GIVEN
TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE IN COL. C
-------------- ----------- ------------------ --------------
Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.
4
<PAGE>
ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50% OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE
TRUSTEE, OWNS 50% OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR, FURNISH THE
FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OR SUCH PERSON ANY OF WHICH
ARE SO OWNED OR HELD BY THE TRUSTEE.
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR PERCENT OF
HELD AS COLLATERAL CLASS
NAME OF ISSUER SECURITY FOR REPRESENTED BY
AND AMOUNT OBLIGATIONS IN AMOUNT GIVEN
TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE IN COL. C
-------------- ----------- ------------------ --------------
Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED TO
THE TRUSTEE, FURNISH THE FOLLOWING INFORMATION:
COL. A COL. B COL. C
NATURE OF AMOUNT
INDEBTEDNESS OUTSTANDING DATE DUE
------------ ----------- --------
Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.
ITEM 13. DEFAULTS BY THE OBLIGOR.
(a) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO THE
SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
There is not, nor has there been, a default with respect to the securities
under this indenture. (See Note on Page 7.)
5
<PAGE>
ITEM 13. (CONTINUED)
(b) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY
SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR MORE THAN ONE
OUTSTANDING SERIES OF SECURITIES UNDER THE INDENTURE, STATE WHETHER THERE HAS
BEEN A DEFAULT UNDER ANY SUCH INDENTURE OR SERIES, IDENTIFY THE INDENTURE OR
SERIES AFFECTED, AND EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
There has not been a default under any such indenture or series. (See Note
on Page 7.)
ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.
IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.
Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.
ITEM 15. FOREIGN TRUSTEE.
IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE FOREIGN TRUSTEE IS
AUTHORIZED TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE QUALIFIED
UNDER THE ACT.
Not applicable.
ITEM 16. LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF
ELIGIBILITY.
- 1. A copy of the articles of association of the trustee now in
effect.
# 2. A copy of the certificate of authority of the trustee to
commence business.
* 3. A copy of the certificate of authorization of the trustee to
exercise corporate trust powers issued by the Board of Governors of
the Federal Reserve System under date of January 21, 1948.
+ 4. A copy of the existing bylaws of the trustee.
5. Not applicable.
6
<PAGE>
6. The consent of the United States institutional trustees
required by Section 321(b) of the Act.
7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
NOTE REGARDING INCORPORATED EXHIBITS
Effective January 20, 1998, the name of the Trustee was changed from Texas
Commerce Bank National Association to Chase Bank of Texas, National Association.
The exhibits incorporated herein by reference were filed under the former name
of the Trustee.
____
- Incorporated by reference to exhibit bearing the same designation
and previously filed with the Securities and Exchange Commission as exhibits to
the Form S-3 File No. 33-56195.
# Incorporated by reference to exhibit bearing the same designation
and previously filed with the Securities and Exchange Commission as exhibits to
the Form S-3 File No. 33-42814.
* Incorporated by reference to exhibit bearing the same designation
and previously filed with the Securities and Exchange Commission as exhibits to
the Form S-11 File No. 33-25132.
+ Incorporated by reference to exhibit bearing the same designation
and previously filed with the Securities and Exchange Commission as exhibits to
the Form S-3 File No. 33-65055.
________________
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base responsive answers to Items 2 and 13, the
answers to said Items are based on incomplete information. Such Items may,
however, be considered as correct unless amended by an amendment to this
Form T-1.
7
<PAGE>
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939 THE
TRUSTEE, CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, FORMERLY KNOWN AS TEXAS
COMMERCE BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE UNITED STATES OF AMERICA, HAS DULY CAUSED THIS
STATEMENT OF ELIGIBILITY TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO AUTHORIZED, ALL IN THE CITY OF HOUSTON, AND STATE OF TEXAS, ON THE
12TH DAY OF MAY, 1998.
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, AS TRUSTEE
By: /s/ Mauri J. Cowen
---------------------------------
Mauri J. Cowen
Vice President and Trust Officer
8
<PAGE>
EXHIBIT 6
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
The undersigned is trustee under an Indenture between USA Waste Services,
Inc., a Delaware corporation (the "Company"), and Texas Commerce Bank National
Association, now known as Chase Bank of Texas, National Association, as Trustee,
entered into in connection with the issuance of the Company's Senior Debt
Securities.
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned hereby consents that reports of examinations of the undersigned,
made by Federal or State authorities authorized to make such examinations, may
be furnished by such authorities to the Securities and Exchange Commission upon
its request therefor.
Very truly yours,
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Trustee
By: /s/ Mauri J. Cowen
---------------------------------
Mauri J. Cowen
Vice President and Trust Officer
<PAGE>
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: 1657-0081
Expires March 31, 2000
FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL
- -------------------------------------------------------------------------------
/ 1 /
Please refer to page i,
[LOGO] Table of Contents, for
the required disclosure
of estimated burden.
- -------------------------------------------------------------------------------
CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR A BANK WITH DOMESTIC AND
FOREIGN OFFICES - FFIEC 031
REPORT AT THE CLOSE OF BUSINESS MARCH 31, 1998 (980331)
---------
(RCFI 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 consolidated
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,_____________________________________________________________________________
Name and Title of Officer Authorized to Sign Report
of the named bank do hereby declare that the Reports of Condition and Income
(including the supporting schedules) for this report date 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.
- -------------------------------------------------------------------------------
Signature of Officer Authorized to Sign Report
- -------------------------------------------------------------------------------
Date of Signature
The Reports of Condition and Income are to be prepared in accordance with
Federal regulatory authority instructions.
We, the undersigned directors (trustees), attest to the correctness of the
Report of Condition (including the supporting schedules) for this report date
and declare that it has been examined by us and to the best of our knowledge
and belief has been prepared in conformance with the instructions issued by
the appropriate Federal regulatory authority and is true and correct.
- -------------------------------------------------------------------------------
Director (Trustee)
- -------------------------------------------------------------------------------
Director (Trustee)
- -------------------------------------------------------------------------------
Director (Trustee)
- -------------------------------------------------------------------------------
Submission of Reports
Each bank must prepare its Reports of Condition and Income either:
(a) in electronic form and then file the computer data file directly with the
banking agencies' collection agent, Electronic Data Systems Corporation
(EDS), by modem or on computer diskette; or
(b) in hard-copy (paper) form and arrange for another party to convert the
paper report to electronic form. That party (if other than EDS) must
transmit the bank's computer data file to EDS.
To fulfill the signature and attestation requirement for the Reports of
Condition and Income for this report date, attach this signature page to the
hard-copy record of the completed report that the bank places in its files.
- -------------------------------------------------------------------------------
FDIC Certificate Number | | | | | | |
-------------
(RCFI 9050)
CALL NO. 203 31 03-01-98
STRK: 46-3926-00873 STCERT: 48-23262
CHASE BANK OF TEXAS, NATIONAL ASSOC.
712 MAIN STREET
HOUSTON, TX 77001
Board of Governors of the Federal Reserve System, Federal Deposit Insurance
Corporation, Office of the Comptroller of the Currency
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-1
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|2|6|3|
-----------
</TABLE>
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 1998
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<S> <C>
__________
| C400 | < -
______________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou |
_________________________________________________________________________________________________ ____________________
ASSETS | ////////////////// |
1. Cash and balances due from depository institutions (from Schedule RC-A): | ////////////////// |
a. Noninterest-bearing balances and currency and coin(1) ................................... | 0081 2,613,043 | 1.a.
b. Interest-bearing balances(2) ............................................................ | 0071 100 | 1.b.
2. Securities: | ////////////////// |
a. Held-to-maturity securities (from Schedule RC-B, column A) .............................. | 1754 314,100 | 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) ............................ | 1773 5,386,929 | 2.b.
3. Federal funds sold and securities purchased under agreements to resell ..................... | 1350 1,437,483 | 3.
4. Loans and lease financing receivables: ____________________________| ////////////////// |
a. Loans and leases, net of unearned income (from Schedule RC-C) | RCFD 2122 | 12,992,627 | ////////////////// | 4.a.
b. LESS: Allowance for loan and lease losses ................... | RCFD 3123 | 206,129 | ////////////////// | 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 12,786,498 | 4.d.
5. Trading assets (from Schedule RC-D) ........................................................ | 3545 69,491 | 5.
6. Premises and fixed assets (including capitalized leases) ................................... | 2145 636,687 | 6.
7. Other real estate owned (from Schedule RC-M) ............................................... | 2150 43 | 7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) ... | 2130 13,052 | 8.
9. Customers' liability to this bank on acceptances outstanding ............................... | 2155 14,749 | 9.
10. Intangible assets (from Schedule RC-M) ..................................................... | 2143 407,001 | 10.
11. Other assets (from Schedule RC-F) .......................................................... | 2160 253,152 | 11.
12. Total assets (sum of items 1 through 11) ................................................... | 2170 23,932,328 | 12.
______________________
</TABLE>
____________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
3
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-2
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|2|6|3|
-----------
</TABLE>
SCHEDULE RC--CONTINUED
<TABLE>
<S> <C>
___________________________
Dollar Amounts in Thousands | ///////// Bil Mil Thou |
_______________________________________________________________________________________________ _________________________
LIABILITIES | /////////////////////// |
13. Deposits: | /////////////////////// |
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, | /////////////////////// |
part I) .............................................................................. | RCON 2200 17,872,036 | 13.a.
____________________________
(1) Noninterest-bearing(1) ................................| RCON 6631 8,472,829 | /////////////////////// | 13.a.(1)
(2) Interest-bearing ......................................| RCON 6636 9,399,207 | /////////////////////// | 13.a.(2)
____________________________
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, | /////////////////////// |
part II) ............................................................................. | RCFN 2200 726,452 | 13.b.
____________________________
(1) Noninterest-bearing ................................... | RCFN 6631 0 | /////////////////////// | 13.b.(1)
(2) Interest-bearing ...................................... | RCFN 6636 726,452 | /////////////////////// | 13.b.(2)
____________________________
14. Federal funds purchased and securities sold under agreements to repurchase .............. | RCFD 2800 2,020,047 | 14.
15. a. Demand notes issued to the U.S. Treasury ............................................. | RCON 2840 644,459 | 15.a.
b. Trading liabilities (from Schedule RC-D) ............................................. | RCFD 3548 66,064 | 15.b.
16. Other borrowed money (includes mortgage indebtedness and obligations under | /////////////////////// |
capitalized leases): | /////////////////////// |
a. With a remaining maturity of one year or less ........................................ | RCFD 2332 15,009 | 16.a.
b. With a remaining maturity of more than one year through three years .................. | RCFD A547 107 | 16.b.
c. With a remaining maturity of more than three years ................................... | RCFD A548 26,511 | 16.c.
17. Not applicable | /////////////////////// |
18. Bank's liability on acceptances executed and outstanding ................................ | RCFD 2920 14,749 | 18.
19. Subordinated notes and debentures(2) .................................................... | RCFD 3200 345,000 | 19.
20. Other liabilities (from Schedule RC-G) .................................................. | RCFD 2930 271,023 | 20.
21. Total liabilities (sum of items 13 through 20) .......................................... | RCFD 2948 22,001,457 | 21.
22. Not applicable | /////////////////////// |
EQUITY CAPITAL | /////////////////////// |
23. Perpetual preferred stock and related surplus ........................................... | RCFD 3838 0 | 23.
24. Common stock ............................................................................ | RCFD 3230 612,892 | 24.
25. Surplus (exclude all surplus related to preferred stock) ................................ | RCFD 3839 924,675 | 25.
26. a. Undivided profits and capital reserves ............................................... | RCFD 3632 368,108 | 26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities ............... | RCFD 8434 25,196 | 26.b.
27. Cumulative foreign currency translation adjustments ..................................... | RCFD 3284 0 | 27.
28. Total equity capital (sum of items 23 through 27) ....................................... | RCFD 3210 1,930,871 | 28.
29. Total liabilities and equity capital (sum of items 21 and 28) ........................... | RCFD 3300 23,932,328 | 29.
___________________________
</TABLE>
<TABLE>
<S> <C>
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 1997 ............................................................... | RCFD 6724 2 | M.1.
__________________
</TABLE>
<TABLE>>
<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)
</TABLE>
____________
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.
4
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-3
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|2|6|3|
-----------
</TABLE>
SCHEDULE RC-A--CASH AND BALANCES DUE FROM DEPOSITORY INSTITUTIONS
Exclude assets held for trading.
<TABLE>
<S> <C> <C>
__________
| C405 | < -
_________________________________ ________
| (Column A) | (Column B) |
| Consolidated | Domestic |
| Bank | Offices |
____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCON Bil Mil Thou |
________________________________________________________________________________ ____________________ ____________________
1. Cash items in process of collection, unposted debits, and currency and | ////////////////// | ////////////////// |
coin ....................................................................... | 0022 2,415,801 | ////////////////// | 1.
a. Cash items in process of collection and unposted debits ................. | ////////////////// | 0020 2,043,052 | 1.a.
b. Currency and coin ....................................................... | ////////////////// | 0080 372,749 | 1.b.
2. Balances due from depository institutions in the U.S. ...................... | ////////////////// | 0082 77,509 | 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 77,509 | ////////////////// | 2.b.
3. Balances due from banks in foreign countries and foreign central banks ..... | ////////////////// | 0070 15,182 | 3.
a. Foreign branches of other U.S. banks .................................... | 0073 969 | ////////////////// | 3.a.
b. Other banks in foreign countries and foreign central banks .............. | 0074 14,213 | ////////////////// | 3.b.
4. Balances due from Federal Reserve Banks .................................... | 0090 104,651 | 0090 104,651 | 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 2,613,143 | 0010 2,613,143 | 5.
___________________________________________
</TABLE>
<TABLE>
<S> <C>
______________________
Memorandum Dollar Amounts in Thousands | RCON Bil Mil Thou |
_____________________________________________________________________________________________________ ____________________
1. Noninterest-bearing balances due from commercial banks in the U.S. (included in item 2, | ////////////////// |
column B above) ................................................................................. | 0050 77,409 | M.1.
______________________
</TABLE>
SCHEDULE RC-B--SECURITIES
Exclude assets held for trading.
<TABLE>
<S> <C> <C> <C> <C>
__________
| C410 | < -
___________________________________________________________________________ ________
| 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 |
______________________________________ ____________________ ____________________ ____________________ ____________________
1. U.S. Treasury securities ......... | 0211 0 | 0213 0 | 1286 1,115,471 | 1287 1,113,630 | 1.
2. U.S. Government agency 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 36 | 1295 186 | 1297 221,617 | 1298 220,996 | 2.b.
_____________________________________________________________________________________
</TABLE>
_____________
(1) Includes equity securities without readily determinable fair values at
historical cost in item 6.b, column D.
(2) Includes Small Business Administration "Guaranteed Loan Pool
Certificates," U.S. Maritime Administration obligations, and
Export-Import Bank participation certificates.
(3) Includes obligations (other than mortgage-backed securities) issued by
the Farm Credit System, the Federal Home Loan Bank System, the Federal
Home Loan Mortgage Corporation, the Federal National Mortgage
Association, the Financing Corporation, Resolution Funding Corporation,
the Student Loan Marketing Association, and the Tennessee Valley
Authority.
5
<PAGE>
<TABLE>
<C> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-4
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|2|6|3|
-----------
</TABLE>
SCHEDULE RC-B--CONTINUED
<TABLE>
<S> <C> <C> <C> <C>
_____________________________________________________________________________________
| 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 |
______________________________________ ____________________ ____________________ ____________________ ____________________
3. Securities issued by states | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
and political subdivisions | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
in the U.S.: | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
a. General obligations ........... | 1676 200 | 1677 200 | 1678 0 | 1679 0 | 3.a.
b. Revenue obligations ........... | 1681 10 | 1686 10 | 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 1,438,650 | 1702 1,462,245 | 4.a.(1)
(2) Issued by FNMA | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
and FHLMC ................. | 1703 313,854 | 1705 315,960 | 1706 2,278,260 | 1707 2,292,085 | 4.a.(2)
(3) Other pass-through | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
securities ................ | 1709 0 | 1710 0 | 1711 0 | 1713 0 | 4.a.(3)
b. Other mortgage-backed | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
securities (include CMOs, | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
REMICs, and stripped | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
MBS): | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
(1) Issued or guaranteed | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
by FNMA, FHLMC, | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
or GNMA ................... | 1714 0 | 1715 0 | 1716 224,755 | 1717 224,928 | 4.b.(1)
(2) Collateralized | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
by MBS issued or | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
guaranteed by FNMA, | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
FHLMC, or GNMA ............ | 1718 0 | 1719 0 | 1731 2,144 | 1732 2,173 | 4.b.(2)
(3) All other mortgage-backed | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
securities ................ | 1733 0 | 1734 0 | 1735 0 | 1736 0 | 4.b.(3)
5. Other debt securities: | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
a. Other domestic debt | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
securities .................... | 1737 0 | 1738 0 | 1739 0 | 1741 0 | 5.a.
b. Foreign debt | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
securities .................... | 1742 0 | 1743 0 | 1744 24,826 | 1746 24,745 | 5.b.
6. Equity securities: | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
a. Investments in mutual | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
funds and other equity | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
securities with readily | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
determinable fair values ...... | ////////////////// | ////////////////// | A510 0 | A511 0 | 6.a.
b. All other equity | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
securities(1) ................. | ////////////////// | ////////////////// | 1752 46,127 | 1753 46,127 | 6.b.
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 314,100 | 1771 316,356 | 1772 5,351,850 | 1773 5,386,929 | 7.
_____________________________________________________________________________________
</TABLE>
_____________
(1) Includes equity securities without readily determinable fair values at
historical cost in item 6.b, column D.
6
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-5
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|2|6|3|
-----------
</TABLE>
SCHEDULE RC-B--CONTINUED
<TABLE>
<S> <C>
___________
Memoranda | C412 | < -
___________ _________
Dollar Amounts in Thousands | RCFD Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
1. Pledged securities(1) ........................................................................ | 0416 1,164,614 | M.1.
2. Maturity and repricing data for debt securities(1),(2) (excluding those in | ////////////////// |
nonaccrual status): | ////////////////// |
a. Securities issued by the U.S. Treasury, U.S. Government agencies, and states and political | ////////////////// |
subdivisions in the U.S.; other non-mortgage debt securities; and mortgage pass-through | ////////////////// |
securities other than those backed by closed-end first lien 1-4 family residential | ////////////////// |
mortgages with a remaining maturity or repricing frequency of:(3)(4) | ////////////////// |
(1) Three months or less .................................................................. | A549 202,090 | M.2.a.(1)
(2) Over three months through 12 months ................................................... | A550 5,065 | M.2.a.(2)
(3) Over one year through three years ..................................................... | A551 149,258 | M.2.a.(3)
(4) Over three years through five years ................................................... | A552 570,099 | M.2.a.(4)
(5) Over five years through 15 years ...................................................... | A553 433,069 | M.2.a.(5)
(6) Over 15 years ......................................................................... | A554 36 | M.2.a.(6)
b. Mortgage pass-through securities backed by closed-end first lien 1-4 family residential | ////////////////// |
mortgages with a remaining maturity or repricing frequency of:(3)(5) | ////////////////// |
(1) Three months or less .................................................................. | A555 1,411 | M.2.b.(1)
(2) Over three months through 12 months ................................................... | A556 44,102 | M.2.b.(2)
(3) Over one year through three years ..................................................... | A557 271,325 | M.2.b.(3)
(4) Over three years through five years ................................................... | A558 67,200 | M.2.b.(4)
(5) Over five years through 15 years ...................................................... | A559 811,366 | M.2.b.(5)
(6) Over 15 years ......................................................................... | A560 2,872,780 | M.2.b.(6)
c. Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS; exclude mortgage | ////////////////// |
pass-through securities) with an expected average life of:(6) | ////////////////// |
(1) Three years or less ................................................................... | A561 61,426 | M.2.c.(1)
(2) Over three years ...................................................................... | A562 165,675 | M.2.c.(2)
d. Fixed rate AND floating rate debt securities with a REMAINING MATURITY of one year or less | ////////////////// |
(included in Memorandum items 2.a through 2.c above) ...................................... | A248 251,212 | M.2.d.
3.-6. Not applicable | ////////////////// |
7. Amortized cost of held-to-maturity securities sold or transferred to available-for-sale or | ////////////////// |
trading securities during the calendar year-to-date (report the amortized cost at date of sale | ////////////////// |
or transfer) ................................................................................. | 1778 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.
______________________
</TABLE>
_____________
(1) Includes held-to-maturity securities at amortized cost and
available-for-sale securities at fair value.
(2) Exclude equity securities, e.g., investments in mutual funds, Federal
Reserve stock, common stock, and preferred stock.
(3) Report fixed rate debt securities by remaining maturity and floating rate
debt securities by repricing frequency.
(4) Sum of Memorandum items 2.a.(1) through 2.a.(6) plus any nonaccrual debt
securities in the categories of debt securities reported in Memorandum
item 2.a that are included in Schedule RC-N, item 9, column C, must equal
Schedule RC-B, sum of items 1, 2, 3, and 5, columns A and D, plus
mortgage pass-through securities other than those backed by closed-end
first lien 1-4 family residential mortgages included in Schedule RC-B,
item 4.a, columns A and D.
(5) Sum of Memorandum items 2.b.(1) through 2.b.(6) plus any nonaccrual
mortgage pass-through securities backed by closed-end first lien 1-4
family residential mortgages included in Schedule RC-N, item 9, column C,
must equal Schedule RC-B, item 4.a, sum of columns A and D, less the
amount of mortgage pass-through securities other than those backed by
closed-end first lien 1-4 family residential mortgages included in
Schedule RC-B, item 4.a, columns A and D.
(6) Sum of Memorandum items 2.c.(1) and 2.c.(2) plus any nonaccrual "Other
mortgage-backed securities" included in Schedule RC-N, item 9, column C,
must equal Schedule RC-B, item 4.b, sum of columns A and D.
7
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-6
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|2|6|3|
-----------
</TABLE>
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
income. Exclude assets held for trading and commercial paper.
<TABLE>
<S> <C> <C>
__________
| C415 | < -
__________________________________________
| (Column A) | (Column B) |
| Consolidated | Domestic |
| Bank | Offices |
____________________ ____________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou | RCON Bil Mil Thou |
___________________________________________________________________________ ____________________ ____________________
1. Loans secured by real estate ..........................................| 1410 2,542,120 | ////////////////// | 1.
a. Construction and land development ..................................| ////////////////// | 1415 601,970 | 1.a.
b. Secured by farmland (including farm residential and other | ////////////////// | ////////////////// |
improvements) ......................................................| ////////////////// | 1420 9,248 | 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 0 | 1.c.(1)
(2) All other loans secured by 1-4 family residential properties: | ////////////////// | ////////////////// |
(a) Secured by first liens .....................................| ////////////////// | 5367 843,138 | 1.c.(2)(a)
(b) Secured by junior liens ....................................| ////////////////// | 5368 359,670 | 1.c.(2)(b)
d. Secured by multifamily (5 or more) residential properties ..........| ////////////////// | 1460 78,689 | 1.d.
e. Secured by nonfarm nonresidential properties .......................| ////////////////// | 1480 649,405 | 1.e.
2. Loans to depository institutions: | ////////////////// | ////////////////// |
a. To commercial banks in the U.S. ....................................| ////////////////// | 1505 12,171 | 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 12,171 | ////////////////// | 2.a.(2)
b. To other depository institutions in the U.S. .......................| 1517 504 | 1517 504 | 2.b.
c. To banks in foreign countries ......................................| ////////////////// | 1510 29,949 | 2.c.
(1) To foreign branches of other U.S. banks ........................| 1513 19,668 | ////////////////// | 2.c.(1)
(2) To other banks in foreign countries ............................| 1516 10,281 | ////////////////// | 2.c.(2)
3. Loans to finance agricultural production and other loans to farmers ...| 1590 38,193 | 1590 38,193 | 3.
4. Commercial and industrial loans: | ////////////////// | ////////////////// |
a. To U.S. addressees (domicile) ......................................| 1763 5,929,584 | 1763 5,856,475 | 4.a.
b. To non-U.S. addressees (domicile) ..................................| 1764 275,093 | 1764 230,660 | 4.b.
5. Acceptances of other banks: | ////////////////// | ////////////////// |
a. Of U.S. banks ......................................................| 1756 0 | 1756 0 | 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 2,237,515 | 6.
a. Credit cards and related plans (includes check credit and other | ////////////////// | ////////////////// |
revolving credit plans) ............................................| 2008 126,890 | ////////////////// | 6.a.
b. Other (includes single payment, installment, and all student loans) | 2011 2,110,625 | ////////////////// | 6.b.
7. Loans to foreign governments and official institutions (including | ////////////////// | ////////////////// |
foreign central banks) ................................................| 2081 9,469 | 2081 5,505 | 7.
8. Obligations (other than securities and leases) of states and political | ////////////////// | ////////////////// |
subdivisions in the U.S. (includes nonrated industrial development | ////////////////// | ////////////////// |
obligations) ..........................................................| 2107 10,780 | 2107 10,780 | 8.
9. Other loans ...........................................................| 1563 1,772,988 | ////////////////// | 9.
a. Loans for purchasing or carrying securities (secured and unsecured) | ////////////////// | 1545 77,576 | 9.a.
b. All other loans (exclude consumer loans) ...........................| ////////////////// | 1564 1,695,412 | 9.b.
10. Lease financing receivables (net of unearned income) ..................| ////////////////// | 2165 134,261 | 10.
a. Of U.S. addressees (domicile) ......................................| 2182 133,806 | ////////////////// | 10.a.
b. Of non-U.S. addressees (domicile) ..................................| 2183 455 | ////////////////// | 10.b.
11. LESS: Any unearned income on loans reflected in items 1-9 above .......| 2123 0 | 2123 0 | 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 12,992,627 | 2122 12,871,121 | 12.
___________________________________________
</TABLE>
8
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-7
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|2|6|3|
-----------
</TABLE>
SCHEDULE RC-C--CONTINUED
PART I. CONTINUED
<TABLE>
<S> <C>
Memoranda ___________________________
Dollar Amounts in Thousands | ///////// Bil Mil Thou |
_____________________________________________________________________________________________ _________________________
1. Not applicable | /////////////////////// |
2. Loans and leases restructured and in compliance with modified terms (included in Schedule | /////////////////////// |
RC-C, part I, above and not reported as past due or nonaccrual in Schedule RC-N, | /////////////////////// |
Memorandum item 1): | /////////////////////// |
a. Loans secured by real estate: | /////////////////////// |
(1) To U.S. addressees (domicile) .................................................... | RCFD 1687 0 | M.2.a.(1)
(2) To non-U.S. addressees (domicile) ................................................ | RCFD 1689 0 | M.2.a.(2)
b. All other loans and all lease financing receivables (exclude loans to individuals for | /////////////////////// |
household, family, and other personal expenditures) .................................. | RCFD 8691 0 | M.2.b.
c. Commercial and industrial loans to and lease financing receivables of non-U.S. | /////////////////////// |
addresses (domicile) included in Memorandum item 2.b above ........................... | RCFD 8692 0 | M.2.c.
3. Maturity and repricing data for loans and leases (excluding those in nonaccrual status): | /////////////////////// |
a. Closed-end loans secured by first liens on 1-4 family residential properties | /////////////////////// |
in domestic offices (reported in Schedule RC-C, part I, item 1.c.(2)(a), column B) | /////////////////////// |
with a remaining maturity or repricing frequency of:(1)(2) | /////////////////////// |
(1) Three months or less ............................................................. | RCON A564 47,606 | M.3.a.(1)
(2) Over three months through 12 months .............................................. | RCON A565 99,261 | M.3.a.(2)
(3) Over one year through three years ................................................ | RCON A566 51,217 | M.3.a.(3)
(4) Over three years through five years .............................................. | RCON A567 45,401 | M.3.a.(4)
(5) Over five years through 15 years ................................................. | RCON A568 216,044 | M.3.a.(5)
(6) Over 15 years .................................................................... | RCON A569 370,918 | M.3.a.(6)
b. All loans and leases (reported in Schedule RC-C, part I, items 1 through 10, column A) | /////////////////////// |
EXCLUDING closed-end loans secured by first liens on 1-4 family residential properties | /////////////////////// |
in domestic offices (reported in Schedule RC-C, part I, item 1.c.(2)(a), column B) | /////////////////////// |
with a remaining maturity or repricing frequency of:(1)(3) | /////////////////////// |
(1) Three months or less ............................................................. | RCFD A570 7,959,482 | M.3.b.(1)
(2) Over three months through 12 months .............................................. | RCFD A571 1,084,628 | M.3.b.(2)
(3) Over one year through three years ................................................ | RCFD A572 823,297 | M.3.b.(3)
(4) Over three years through five years .............................................. | RCFD A573 1,545,877 | M.3.b.(4)
(5) Over five years through 15 years ................................................. | RCFD A574 615,329 | M.3.b.(5)
(6) Over 15 years .................................................................... | RCFD A575 62,922 | M.3.b.(6)
c. Fixed rate AND floating rate loans and leases (reported in Schedule RC-C, part I, | /////////////////////// |
items 1 through 10, column A) with a REMAINING MATURITY of one year or less .......... | RCFD A247 4,882,937 | M.3.c.
d. Fixed rate AND floating rate loans secured by nonfarm nonresidential properties in | /////////////////////// |
domestic offices (reported in Schedule RC-C, part I, item 1.e, column B) with a | /////////////////////// |
REMAINING MATURITY of over five years ................................................ | RCON A577 110,984 | M.3.d.
e. Fixed rate AND floating rate commercial and industrial loans (reported in | /////////////////////// |
Schedule RC-C, part I, item 4, column A) with a REMAINING MATURITY of over three years | RCFD A578 2,829,131 | M.3.e.
___________________________
</TABLE>
_____________
(1) Report fixed rate loans and leases by remaining maturity and floating
rate loans by repricing frequency.
(2) Sum of Memorandum items 3.a.(1) through 3.a.(6) plus total nonaccrual
closed-end loans secured by first liens on 1-4 family residential
properties in domestic offices included in Schedule RC-N, Memorandum item
3.c.(2), column C, must equal total closed-end loans secured by first
liens on 1-4 family residential properties from Schedule RC-C, part I,
item 1.c.(2)(a), column B.
(3) Sum of Memorandum items 3.b.(1) through 3.b.(6), plus total nonaccrual
loans and leases from Schedule RC-N, sum of items 1 through 8, column C,
minus nonaccrual closed-end loans secured by first liens on 1-4 family
residential properties in domestic offices included in Schedule RC-N,
Memorandum item 3.c.(2), column C, must equal total loans and leases from
Schedule RC-C, part I, sum of items 1 through 10, column A, minus total
closed-end loans secured by first liens on 1-4 family residential
properties in domestic offices from Schedule RC-C, part I, item
1.c.(2)(a), column B.
9
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-8
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|2|6|3|
-----------
</TABLE>
SCHEDULE RC-C--CONTINUED
PART I. CONTINUED
<TABLE>
<S> <C>
Memoranda (continued) __________________________
Dollar Amounts in Thousands | ///////// Bil Mil Thou |
_________________________________________________________________________________________________ _________________________
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(1) ................................................................................ | RCFD 2746 630,436 | M.4.
5. Loans and leases held for sale (included in Schedule RC-C, part I, page RC-6) ............... | RCFD 5369 88,426 | M.5.
6. Adjustable rate closed-end loans secured by first liens on 1-4 family residential properties | /////////////////////// |
in domestic offices (included in Schedule RC-C, part I, item 1.c.(2)(a), column B, page RC-6) | RCON 5370 171,992 | M.6.
___________________________
</TABLE>
_____________
(1) Exclude loans secured by real estate that are included in Schedule RC-C,
part I, item 1, column A.
SCHEDULE RC-D--TRADING ASSETS AND LIABILITIES
Schedule RC-D is to be completed only by banks with $1 billion or more in
total assets or with $2 billion or more in par/notional amount of off-balance
sheet derivative contracts (as reported in Schedule RC-L, items 14.a through
14.e, columns A through D).
<TABLE>
<S> <C>
__________
| C420 | < -
_________________ ________
Dollar Amounts in Thousands | ///////// Bil Mil Thou |
__________________________________________________________________________________________________ _________________________
ASSETS | /////////////////////// |
1. U.S. Treasury securities in domestic offices ............................................... | RCON 3531 0 | 1.
2. U.S. Government agency 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 (MBS) in domestic offices: | /////////////////////// |
a. Pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA .................... | RCON 3534 0 | 4.a.
b. Other mortgage-backed securities issued or guaranteed by FNMA, FHLMC, or GNMA | /////////////////////// |
(include CMOs, REMICs, and stripped MBS) ................................................ | RCON 3535 0 | 4.b.
c. All other mortgage-backed securities .................................................... | RCON 3536 0 | 4.c.
5. Other debt securities in domestic offices .................................................. | RCON 3537 0 | 5.
6.-8. Not applicable. | /////////////////////// |
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 69,014 | 11.a.
b. In foreign offices ...................................................................... | RCFN 3543 477 | 11.b.
12. Total trading assets (sum of items 1 through 11) (must equal Schedule RC, item 5) .......... | RCFD 3545 69,491 | 12.
___________________________
___________________________
| ///////// Bil Mil Thou |
LIABILITIES _________________________
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 66,064 | 14.
15. Total trading liabilities (sum of items 13 and 14) (must equal Schedule RC, item 15.b) ..... | RCFD 3548 66,064 | 15.
___________________________
</TABLE>
10
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-9
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|2|6|3|
</TABLE>
SCHEDULE RC-E--DEPOSIT LIABILITIES
PART I. DEPOSITS IN DOMESTIC OFFICES
<TABLE>
<S> <C> <C> <C>
__________
| 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 |
__________________________________________________________ ____________________ ____________________ ____________________
Deposits of: | ////////////////// | ////////////////// | ////////////////// |
1. Individuals, partnerships, and corporations .......... | 2201 5,987,386 | 2240 5,547,030 | 2346 10,805,287 | 1.
2. U.S. Government ...................................... | 2202 10,444 | 2280 8,252 | 2520 1,028 | 2.
3. States and political subdivisions in the U.S. ........ | 2203 127,739 | 2290 66,038 | 2530 179,905 | 3.
4. Commercial banks in the U.S. ......................... | 2206 616,767 | 2310 616,767 | 2550 0 | 4.
5. Other depository institutions in the U.S. ............ | 2207 36,527 | 2312 36,527 | 2349 0 | 5.
6. Banks in foreign countries ........................... | 2213 32,131 | 2320 32,131 | 2236 0 | 6.
7. Foreign governments and official institutions | ////////////////// | ////////////////// | ////////////////// |
(including foreign central banks) .................... | 2216 1,330 | 2300 1,330 | 2377 0 | 7.
8. Certified and official checks ........................ | 2330 73,492 | 2330 73,492 | ////////////////// | 8.
9. Total (sum of items 1 through 8) (sum of | ////////////////// | ////////////////// | ////////////////// |
columns A and C must equal Schedule RC, | ////////////////// | ////////////////// | ////////////////// |
item 13.a) ........................................... | 2215 6,885,816 | 2210 6,381,567 | 2385 10,986,220 | 9.
________________________________________________________________
</TABLE>
<TABLE>
<S> <C>
Memoranda
______________________
Dollar Amounts in Thousands | RCON Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
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 713,867 | M.1.a.
b. Total brokered deposits ................................................................... | 2365 0 | M.1.b.
c. Fully insured brokered deposits (included in Memorandum item 1.b above): | ////////////////// |
(1) Issued in denominations of less than $100,000 ......................................... | 2343 0 | 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 0 | M.1.c.(2)
d. Maturity data for brokered deposits: | ////////////////// |
(1) Brokered deposits issued in denominations of less than $100,000 with a remaining | ////////////////// |
maturity of one year or less (included in Memorandum item 1.c.(1) above) .............. | A243 0 | M.1.d.(1)
(2) Brokered deposits issued in denominations of $100,000 or more with a remaining | ////////////////// |
maturity of one year or less (included in Memorandum item 1.b above) .................. | A244 0 | M.1.d.(2)
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) | ////////////////// |
(to be completed for the December report only) ............................................ | 5590 N/A | M.1.e.
2. Components of total nontransaction accounts (sum of Memorandum items 2.a through 2.d | ////////////////// |
must equal item 9, column C above): | ////////////////// |
a. Savings deposits: | ////////////////// |
(1) Money market deposit accounts (MMDAs) ................................................. | 6810 4,379,344 | M.2.a.(1)
(2) Other savings deposits (excludes MMDAs) ............................................... | 0352 3,182,694 | M.2.a.(2)
b. Total time deposits of less than $100,000 ................................................. | 6648 2,427,519 | M.2.b.
c. Total time deposits of $100,000 or more ................................................... | 2604 996,663 | M.2.c.
3. All NOW accounts (included in column A above) ................................................ | 2398 504,249 | M.3.
______________________
4. Not applicable
</TABLE>
11
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-10
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|2|6|3|
-----------
</TABLE>
SCHEDULE RC-E--CONTINUED
PART I. CONTINUED
<TABLE>
<S> <C>
Memoranda (continued)
______________________
Dollar Amounts in Thousands | RCON Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
5. Maturity and repricing data for time deposits of less than $100,000: | ////////////////// |
a. Time deposits of less than $100,000 with a remaining maturity or repricing frequency | ////////////////// |
of:(1)(2) | ////////////////// |
(1) Three months or less .................................................................. | A579 1,565,022 | M.5.a.(1)
(2) Over three months through 12 months ................................................... | A580 391,229 | M.5.a.(2)
(3) Over one year through three years ..................................................... | A581 391,268 | M.5.a.(3)
(4) Over three years ...................................................................... | A582 80,000 | M.5.a.(4)
b. Fixed rate AND floating rate time deposits of less than $100,000 with a REMAINING MATURITY | ////////////////// |
of one year or less (included in Memorandum items 5.a.(1) through 5.a.(4) above) .......... | A241 1,956,251 | M.5.b.
6. Maturity and repricing data for time deposits of $100,000 or more: | ////////////////// |
a. Time deposits of $100,000 or more with a remaining maturity or repricing frequency of:(1)(3)| ////////////////// |
(1) Three months or less .................................................................. | A584 741,523 | M.6.a.(1)
(2) Over three months through 12 months ................................................... | A585 182,985 | M.6.a.(2)
(3) Over one year through three years ..................................................... | A586 54,218 | M.6.a.(3)
(4) Over three years ...................................................................... | A587 17,937 | M.6.a.(4)
b. Fixed rate AND floating rate time deposits of $100,000 or more with a REMAINING MATURITY of | ////////////////// |
one year or less (included in Memorandum items 6.a.(1) through 6.a.(4) above) ............. | A242 924,508 | M.6.b.
______________________
</TABLE>
_____________
(1) Report fixed rate time deposits by remaining maturity and floating rate
time deposits by repricing frequency.
(2) Sum of Memorandum items 5.a.(1) through 5.a.(4) must equal Schedule RC-E,
Memorandum item 2.b above.
(3) Sum of Memorandum items 6.a.(1) through 6.a.(4) must equal Schedule RC-E,
Memorandum item 2.c above.
12
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-11
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|2|6|3|
-----------
</TABLE>
SCHEDULE RC-E--CONTINUED
PART II. DEPOSITS IN FOREIGN OFFICES (INCLUDING EDGE AND
AGREEMENT SUBSIDIARIES AND IBFS)
<TABLE>
<S> <C>
______________________
Dollar Amounts in Thousands | RCFN Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
Deposits of: | ////////////////// |
1. Individuals, partnerships, and corporations ................................................... | 2621 333,152 | 1.
2. U.S. banks (including IBFs and foreign branches of U.S. banks) ................................ | 2623 393,300 | 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 726,452 | 7.
______________________
Memorandum ______________________
Dollar Amounts in Thousands | RCFN Bil Mil Thou |
___________________________________________________________________________________________________ _____________________
1. Time deposits with a remaining maturity of one year or less (included in Part II, item 7 above) | A245 726,452 | M.1.
______________________
</TABLE>
SCHEDULE RC-F--OTHER ASSETS
<TABLE>
<S> <C>
__________
| C430 | < -
_________________ ________
Dollar Amounts in Thousands | ////////// Bil Mil Thou |
__________________________________________________________________________________________________ _________________________
1. Income earned, not collected on loans ........................................................ | RCFD 2164 85,343 | 1.
2. Net deferred tax assets(1) ................................................................... | RCFD 2148 22,439 | 2.
3. Interest-only strips receivable (not in the form of a security)(2) on: | /////////////////////// |
a. Mortgage loans ............................................................................ | RCFD A519 0 | 3.a.
b. Other financial assets .................................................................... | RCFD A520 0 | 3.b.
4. Other (itemize and describe amounts that exceed 25% of this item) ............................ | RCFD 2168 145,370 | 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 253,152 | 5.
___________________________
___________________________
Memorandum Dollar Amounts in Thousands | ////////// Bil Mil Thou |
__________________________________________________________________________________________________ _________________________
1. Deferred tax assets disallowed for regulatory capital purposes ............................... | RCFD 5610 0 | M.1.
___________________________
SCHEDULE RC-G--OTHER LIABILITIES
__________
| C435 | < -
_________________ ________
Dollar Amounts in Thousands | ////////// Bil Mil Thou |
__________________________________________________________________________________________________ _________________________
1. a. Interest accrued and unpaid on deposits in domestic offices(3) ............................ | RCON 3645 24,035 | 1.a.
b. Other expenses accrued and unpaid (includes accrued income taxes payable) ................. | RCFD 3646 223,075 | 1.b.
2. Net deferred tax liabilities(1) .............................................................. | RCFD 3049 394 | 2.
3. Minority interest in consolidated subsidiaries ............................................... | RCFD 3000 0 | 3.
4. Other (itemize and describe amounts that exceed 25% of this item) ............................ | RCFD 2938 23,519 | 4.
_____________ ___________________________
a. | TEXT 3552 | Accrued Interst Payable Failed Securities Purchase | RCFD 3552 | 12,472 | /////////////////////// | 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 271,023 | 5.
___________________________
</TABLE>
____________
(1) See discussion of deferred income taxes in Glossary entry on "income
taxes."
(2) Report interest-only strips receivable in the form of a security as
available-for-sale securities in Schedule RC, item 2.b, or as trading
assets in Schedule RC, item 5, as appropriate.
(3) For savings banks, include "dividends" accrued and unpaid on deposits.
13
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-12
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|2|6|3|
-----------
</TABLE>
SCHEDULE RC-H--SELECTED BALANCE SHEET ITEMS FOR DOMESTIC OFFICES
<TABLE>
<S> <C>
__________
| C440 | < -
_____________________
| Domestic Offices |
_____________________
Dollar Amounts in Thousands | RCON Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
1. Customers' liability to this bank on acceptances outstanding .................................. | 2155 14,749 | 1.
2. Bank's liability on acceptances executed and outstanding ...................................... | 2920 14,749 | 2.
3. Federal funds sold and securities purchased under agreements to resell ........................ | 1350 1,437,483 | 3.
4. Federal funds purchased and securities sold under agreements to repurchase .................... | 2800 2,020,047 | 4.
5. Other borrowed money .......................................................................... | 3190 41,627 | 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 603,770 | 7.
8. Total assets (excludes net due from foreign offices, Edge and Agreement subsidiaries, and | ////////////////// |
IBFs) ......................................................................................... | 2192 23,808,156 | 8.
9. Total liabilities (excludes net due to foreign offices, Edge and Agreement subsidiaries, and | ////////////////// |
IBFs) ......................................................................................... | 3129 21,273,514 | 9.
______________________
______________________
In items 10-17, report the amortized (historical) cost of both held-to-maturity and | RCON Bil Mil Thou |
available-for-sale securities in domestic offices. ____________________
| ////////////////// |
10. U.S. Treasury securities ..................................................................... | 1039 1,115,471 | 10.
11. U.S. Government agency obligations (exclude mortgage-backed securities) ...................... | 1041 221,653 | 11.
12. Securities issued by states and political subdivisions in the U.S. ........................... | 1042 210 | 12.
13. Mortgage-backed securities (MBS): | ////////////////// |
a. Pass-through securities: | ////////////////// |
(1) Issued or guaranteed by FNMA, FHLMC, or GNMA .......................................... | 1043 4,030,764 | 13.a.(1)
(2) Other pass-through securities ......................................................... | 1044 0 | 13.a.(2)
b. Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS): | ////////////////// |
(1) Issued or guaranteed by FNMA, FHLMC, or GNMA .......................................... | 1209 224,755 | 13.b.(1)
(2) All other mortgage-backed securities .................................................. | 1280 2,144 | 13.b.(2)
14. Other domestic debt securities ............................................................... | 1281 0 | 14.
15. Foreign debt securities ...................................................................... | 1282 24,826 | 15.
16. Equity securities: | ////////////////// |
a. Investments in mutual funds and other equity securities with readily | ////////////////// |
determinable fair values .................................................................. | A510 0 | 16.a.
b. All other equity securities ............................................................... | 1752 46,127 | 16.b.
17. Total amortized (historical) cost of both held-to-maturity and available-for-sale | ////////////////// |
securities (sum of items 10 through 16) ...................................................... | 1374 5,665,950 | 17.
______________________
Memorandum (to be completed only by banks with IBFs and other "foreign" offices)
______________________
Dollar Amounts in Thousands | RCON Bil Mil Thou |
_____________________________________________________________________________________________________ ____________________
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>
14
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-13
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|2|6|3|
-----------
</TABLE>
SCHEDULE RC-I--SELECTED ASSETS AND LIABILITIES OF IBFS
TO BE COMPLETED ONLY BY BANKS WITH IBFS AND OTHER "FOREIGN" OFFICES.
<TABLE>
<S> <C>
__________
| C445 | < -
____________ ________
Dollar Amounts in Thousands | RCFN Bil Mil Thou |
____________________________________________________________________________________________________ ____________________
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>
SCHEDULE RC-K--QUARTERLY AVERAGES(1)
<TABLE>
<S> <C>
__________
| C455 | < -
_________________ ________
Dollar Amounts in Thousands | ///////// Bil Mil Thou |
_______________________________________________________________________________________________ _________________________
ASSETS | /////////////////////// |
1. Interest-bearing balances due from depository institutions ............................... | RCFD 3381 100 | 1.
2. U.S. Treasury securities and U.S. Government agency obligations(2) ....................... | RCFD 3382 5,437,815 | 2.
3. Securities issued by states and political subdivisions in the U.S.(2) .................... | RCFD 3383 210 | 3.
4. a. Other debt securities(2) .............................................................. | RCFD 3647 83,060 | 4.a.
b. Equity securities(3) (includes investments in mutual funds and Federal Reserve stock) . | RCFD 3648 46,127 | 4.b.
5. Federal funds sold and securities purchased under agreements to resell ................... | RCFD 3365 576,443 | 5.
6. Loans: | /////////////////////// |
a. Loans in domestic offices: | /////////////////////// |
(1) Total loans ....................................................................... | RCON 3360 12,527,932 | 6.a.(1)
(2) Loans secured by real estate ...................................................... | RCON 3385 2,573,922 | 6.a.(2)
(3) Loans to finance agricultural production and other loans to farmers ............... | RCON 3386 46,004 | 6.a.(3)
(4) Commercial and industrial loans ................................................... | RCON 3387 6,018,727 | 6.a.(4)
(5) Loans to individuals for household, family, and other personal expenditures ....... | RCON 3388 2,401,825 | 6.a.(5)
b. Total loans in foreign offices, Edge and Agreement subsidiaries, and IBFs ............. | RCFN 3360 140,321 | 6.b.
7. Trading assets ........................................................................... | RCFD 3401 56,565 | 7.
8. Lease financing receivables (net of unearned income) ..................................... | RCFD 3484 134,005 | 8.
9. Total assets(4) .......................................................................... | RCFD 3368 22,327,336 | 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 449,118 | 10.
11. Nontransaction accounts in domestic offices: | /////////////////////// |
a. Money market deposit accounts (MMDAs) ................................................. | RCON 3486 4,180,374 | 11.a.
b. Other savings deposits ................................................................ | RCON 3487 3,081,120 | 11.b.
c. Time deposits of $100,000 or more ..................................................... | RCON A514 973,974 | 11.c.
d. Time deposits of less than $100,000 ................................................... | RCON A529 2,459,375 | 11.d.
12. Interest-bearing deposits in foreign offices, Edge and Agreement subsidiaries, and IBFs .. | RCFN 3404 867,624 | 12.
13. Federal funds purchased and securities sold under agreements to repurchase ............... | RCFD 3353 1,860,712 | 13.
14. Other borrowed money (includes mortgage indebtedness and obligations under capitalized | /////////////////////// |
leases) .................................................................................. | RCFD 3355 52,721 | 14.
___________________________
</TABLE>
_____________
(1) For all items, banks have the option of reporting either (1) an average
of daily figures for the quarter, or (2) an average of weekly figures
(i.e., the Wednesday of each week of the quarter).
(2) Quarterly averages for all debt securities should be based on amortized
cost.
(3) Quarterly averages for all equity securities should be based on historical
cost.
(4) The quarterly average for total assets should reflect all debt securities
(not held for trading) at amortized cost, equity securities with readily
determinable fair values at the lower of cost or fair value, and equity
securities without readily determinable fair values at historical cost.
15
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-14
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|2|6|3|
-----------
</TABLE>
SCHEDULE RC-L--OFF-BALANCE SHEET ITEMS
Please read carefully the instructions for the preparation of Schedule RC-L.
Some of the amounts reported in Schedule RC-L are regarded as volume
indicators and not necessarily as measures of risk.
<TABLE>
<S> <C>
__________
| C460 | < -
____________ ________
Dollar Amounts in Thousands | RCFD Bil Mil Thou |
____________________________________________________________________________________________________ ____________________
1. Unused commitments: | ////////////////// |
a. Revolving, open-end lines secured by 1-4 family residential properties, e.g., home equity | ////////////////// |
lines ...................................................................................... | 3814 0 | 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 647,020 | 1.c.(1)
(2) Commitments to fund loans not secured by real estate ................................... | 6550 390,700 | 1.c.(2)
d. Securities underwriting .................................................................... | 3817 0 | 1.d.
e. Other unused commitments ................................................................... | 3818 8,309,146 | 1.e.
2. Financial standby letters of credit and foreign office guarantees ............................. | 3819 1,189,412 | 2.
___________________________
a. Amount of financial standby letters of credit conveyed to others | RCFD 3820 | 82,641 | ////////////////// | 2.a.
___________________________
3. Performance standby letters of credit and foreign office guarantees ........................... | 3821 159,338 | 3.
___________________________
a. Amount of performance standby letters of credit conveyed to others| RCFD 3822 | 666 | ////////////////// | 3.a.
___________________________
4. Commercial and similar letters of credit ...................................................... | 3411 210,606 | 4.
5. Participations in acceptances (as described in the instructions) conveyed to others by the | ////////////////// |
reporting bank ................................................................................ | 3428 0 | 5.
6. Participations in acceptances (as described in the instructions) acquired by the reporting | ////////////////// |
(nonaccepting) bank ........................................................................... | 3429 0 | 6.
7. Securities borrowed ........................................................................... | 3432 0 | 7.
8. Securities lent (including customers' securities lent where the customer is indemnified against | ////////////////// |
loss by the reporting bank) ................................................................... | 3433 0 | 8.
9. Financial assets transferred with recourse that have been treated as sold for | ////////////////// |
Call Report purposes: | ////////////////// |
a. First lien 1-to-4 family residential mortgage loans: | ////////////////// |
(1) Outstanding principal balance of mortgages transferred as of the report date ........... | A521 0 | 9.a.(1)
(2) Amount of recourse exposure on these mortgages as of the report date ................... | A522 0 | 9.a.(2)
b. Other financial assets (excluding small business obligations reported in item 9.c): | ////////////////// |
(1) Outstanding principal balance of assets transferred as of the report date .............. | A523 0 | 9.b.(1)
(2) Amount of recourse exposure on these assets as of the report date ...................... | A524 0 | 9.b.(2)
c. Small business obligations transferred with recourse under Section 208 of the | ////////////////// |
Riegle Community Development and Regulatory Improvement Act of 1994: | ////////////////// |
(1) Outstanding principal balance of small business obligations transferred | ////////////////// |
as of the report date .................................................................. | A249 0 | 9.c.(1)
(2) Amount of retained recourse on these obligations as of the report date ................. | A250 0 | 9.c.(2)
10. Notional amount of credit derivatives: | ////////////////// |
a. Credit derivatives on which the reporting bank is the guarantor ............................ | A534 0 | 10.a.
b. Credit derivatives on which the reporting bank is the beneficiary .......................... | A535 0 | 10.b.
11. Spot foreign exchange contracts ............................................................... | 8765 677,103 | 11.
12. All other off-balance sheet liabilities (exclude off-balance sheet derivatives) (itemize and | ////////////////// |
describe each component of this item over 25% of Schedule RC, item 28, "Total equity capital") | 3430 0 | 12.
| ////////////////// |
_____________ ___________________________
a. | TEXT 3555 |_____________________________________________________| 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.
___________________________________________________________________________________________________________________
</TABLE>
16
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-15
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|2|6|3|
-----------
</TABLE>
SCHEDULE RC-L--CONTINUED
<TABLE>
<S> <C>
______________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou |
____________________________________________________________________________________________________ ____________________
13. All other off-balance sheet assets (exclude off-balance sheet derivatives) (itemize and | ////////////////// |
describe each component of this item over 25% of Schedule RC, item 28, "Total equity capital") | 5591 0 | 13.
| ////////////////// |
_____________ ___________________________
a. | TEXT 5592 |_____________________________________________________| 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.
___________________________________________________________________________________________________________________
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
____________
| C461 | < -
_________________________________________________________________ __________
| (Column A) | (Column B) | (Column C) | (Column D) |
Dollar Amounts in Thousands | Interest Rate | Foreign Exchange | Equity Derivative| Commodity and |
_____________________________________________| Contracts | Contracts | Contracts | Other Contracts |
Off-balance Sheet Derivatives __________________ __________________ __________________ __________________
| Position Indicators |Tril Bil Mil Thou |Tril Bil Mil Thou |Tril Bil Mil Thou |Tril Bil Mil Thou |
_____________________________________________ __________________ __________________ __________________ __________________
14. Gross amounts (e.g., notional | //////////////// | //////////////// | //////////////// | //////////////// |
amounts) (for each column, sum of | //////////////// | //////////////// | //////////////// | //////////////// |
items 14.a through 14.e must equal | //////////////// | //////////////// | //////////////// | //////////////// |
sum of items 15, 16.a, and 16.b): | //////////////// | //////////////// | //////////////// | //////////////// |
__________________ __________________ __________________ __________________
a. Futures contracts ................... | 0 | 0 | 0 | 0 | 14.a.
__________________ __________________ __________________ __________________
| RCFD 8693 | RCFD 8694 | RCFD 8695 | RCFD 8696 |
__________________ __________________ __________________ __________________
b. Forward contracts ................... | 0 | 944,272 | 0 | 0 | 14.b.
__________________ __________________ __________________ __________________
| RCFD 8697 | RCFD 8698 | RCFD 8699 | RCFD 8700 |
__________________ __________________ __________________ __________________
c. Exchange-traded option contracts: | //////////////// | //////////////// | //////////////// | //////////////// |
__________________ __________________ __________________ __________________
(1) Written options ................. | 1,300,000 | 0 | 0 | 0 | 14.c.(1)
__________________ __________________ __________________ __________________|
| RCFD 8701 | RCFD 8702 | RCFD 8703 | RCFD 8704 |
__________________ __________________ __________________ __________________
(2) Purchased options ............... | 1,300,000 | 0 | 0 | 0 | 14.c.(2)
__________________ __________________ __________________ __________________|
| RCFD 8705 | RCFD 8706 | RCFD 8707 | RCFD 8708 |
__________________ __________________ __________________ __________________
d. Over-the-counter option contracts: | //////////////// | //////////////// | //////////////// | //////////////// |
__________________ __________________ __________________ __________________
(1) Written options ................. | 1,232,372 | 45,377 | 299,092 | 0 | 14.d.(1)
__________________ __________________ __________________ __________________|
| RCFD 8709 | RCFD 8710 | RCFD 8711 | RCFD 8712 |
__________________ __________________ __________________ __________________
(2) Purchased options ............... | 1,467,372 | 45,377 | 299,092 | 0 | 14.d.(2)
__________________ __________________ __________________ __________________|
| RCFD 8713 | RCFD 8714 | RCFD 8715 | RCFD 8716 |
__________________ __________________ __________________ __________________
e. Swaps ............................... | 6,449,380 | 194 | 0 | 0 | 14.e.
__________________ __________________ __________________ __________________
| RCFD 3450 | RCFD 3826 | RCFD 8719 | RCFD 8720 |
__________________ __________________ __________________ __________________
15. Total gross notional amount of | //////////////// | //////////////// | //////////////// | //////////////// |
derivative contracts held for trading .. | 7,656,187 | 1,035,220 | 598,184 | 0 | 15.
__________________ __________________ __________________ __________________
| RCFD A126 | RCFD A127 | RCFD 8723 | RCFD 8724 |
__________________ __________________ __________________ __________________
16. Gross notional amount of | //////////////// | //////////////// | //////////////// | //////////////// |
derivative contracts held for | //////////////// | //////////////// | //////////////// | //////////////// |
purposes other than trading: | //////////////// | //////////////// | //////////////// | //////////////// |
__________________ __________________ __________________ __________________
a. Contracts marked to market .......... | 235,000 | 0 | 0 | 0 | 16.a.
__________________ __________________ __________________ __________________
| RCFD 8725 | RCFD 8726 | RCFD 8727 | RCFD 8728 |
__________________ __________________ __________________ __________________
b. Contracts not marked to market ...... | 3,857,937 | 0 | 0 | 0 | 16.b.
__________________ __________________ __________________ __________________
| RCFD 8729 | RCFD 8730 | RCFD 8731 | RCFD 8732 |
__________________ __________________ __________________ __________________
c. Interest rate swaps where the bank | //////////////// | //////////////// | //////////////// | //////////////// |
has agreed to pay a fixed rate ...... | 7,937 | //////////////// | //////////////// | //////////////// | 16.c.
__________________ __________________ __________________ __________________
| RCFD A589 | //////////////// | //////////////// | //////////////// |
_____________________________________________________________________________
</TABLE>
17
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-16
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|2|6|3|
-----------
</TABLE>
SCHEDULE RC-L--CONTINUED
<TABLE>
<S> <C> <C> <C> <C>
__________
| C462 | < -
___________________________________________________________________________ _________
| (Column A) | (Column B) | (Column C) | (Column D) |
Dollar Amounts in Thousands | Interest Rate | Foreign Exchange | Equity Derivative | Commodity and |
_____________________________________| Contracts | Contracts | Contracts | Other Contracts |
Off-balance Sheet Derivatives ____________________ ____________________ ____________________ ____________________
| Position Indicators | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
_____________________________________ ____________________ ____________________ ____________________ ____________________
17. Gross fair values of | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
derivative contracts: | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
a. Contracts held for | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
trading: | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
(1) Gross positive | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value .............. | 8733 38,299 | 8734 24,262 | 8735 26,422 | 8736 0 | 17.a.(1)
(2) Gross negative | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value .............. | 8737 35,303 | 8738 24,286 | 8739 26,422 | 8740 0 | 17.a.(2)
b. Contracts held for | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
purposes other than | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
trading that are marked | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
to market: | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
(1) Gross positive | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value .............. | 8741 45 | 8742 0 | 8743 0 | 8744 0 | 17.b.(1)
(2) Gross negative | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value .............. | 8745 0 | 8746 0 | 8747 0 | 8748 0 | 17.b.(2)
c. Contracts held for | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
purposes other than | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
trading that are not | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
marked to market: | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
(1) Gross positive | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value .............. | 8749 364 | 8750 0 | 8751 0 | 8752 0 | 17.c.(1)
(2) Gross negative | ////////////////// | ////////////////// | ////////////////// | ////////////////// |
fair value .............. | 8753 2,099 | 8754 0 | 8755 0 | 8756 0 | 17.c.(2)
_____________________________________________________________________________________
</TABLE>
<TABLE>
<S> <C>
______________________
Memoranda Dollar Amounts in Thousands | RCFD Bil Mil Thou |
____________________________________________________________________________________________________ ____________________
1.-2. Not applicable | ////////////////// |
3. Unused commitments with an original maturity exceeding one year that are reported in | ////////////////// |
Schedule RC-L, items 1.a through 1.e, above (report only the unused portions of commitments | ////////////////// |
that are fee paid or otherwise legally binding) ............................................... | 3833 5,987,992 | M.3.
a. Participations in commitments with an original maturity ___________________________| ////////////////// |
exceeding one year conveyed to others ........................... | RCFD 3834 | 115,135 | ////////////////// | M.3.a.
___________________________
4. To be completed only by banks with $1 billion or more in total assets: | ////////////////// |
Standby letters of credit and foreign office guarantees (both financial and performance) issued | ////////////////// |
to non-U.S. addressees (domicile) included in Schedule RC-L, items 2 and 3, above ............. | 3377 95,120 | M.4.
5. Loans to individuals for household, family, and other personal expenditures that | ////////////////// |
have been securitized and sold (with servicing retained), amounts outstanding by type of loan: | ////////////////// |
a. Loans to purchase private passenger automobiles (to be completed for the | ////////////////// |
September report only)...................................................................... | 2741 N/A | M.5.a.
b. Credit cards and related plans (TO BE COMPLETED QUARTERLY).................................. | 2742 0 | M.5.b.
c. All other consumer credit (including mobile home loans) (to be completed for the | ////////////////// |
September report only)...................................................................... | 2743 N/A | M.5.c.
______________________
</TABLE>
18
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-17
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|2|6|3|
-----------
</TABLE>
SCHEDULE RC-M--MEMORANDA
<TABLE>
<S> <C>
__________
| C465 | < -
____________ ________
Dollar Amounts in Thousands | RCFD Bil Mil Thou |
____________________________________________________________________________________________________ ____________________
1. Extensions of credit by the reporting bank to its executive officers, directors, principal | ////////////////// |
shareholders, and their related interests as of the report date: | ////////////////// |
a. Aggregate amount of all extensions of credit to all executive officers, directors, principal | ////////////////// |
shareholders, and their related interests ................................................... | 6164 6,094 | 1.a.
b. Number of executive officers, directors, and principal shareholders to whom the amount of | ////////////////// |
all extensions of credit by the reporting bank (including extensions of credit to | ////////////////// |
related interests) equals or exceeds the lesser of $500,000 or 5 percent Number | ////////////////// |
_________________________
of total capital as defined for this purpose in agency regulations . | RCFD 6165 | 0 | ////////////////// | 1.b.
_________________________
2. Federal funds sold and securities purchased under agreements to resell with U.S. branches | ////////////////// |
and agencies of foreign banks(1) (included in Schedule RC, item 3) ............................. | 3405 0 | 2.
3. Not applicable. | ////////////////// |
4. Outstanding principal balance of 1-4 family residential mortgage loans serviced for others | ////////////////// |
(include both retained servicing and purchased servicing): | ////////////////// |
a. Mortgages serviced under a GNMA contract .................................................... | 5500 0 | 4.a.
b. Mortgages serviced under a FHLMC contract: | ////////////////// |
(1) Serviced with recourse to servicer ...................................................... | 5501 0 | 4.b.(1)
(2) Serviced without recourse to servicer ................................................... | 5502 0 | 4.b.(2)
c. Mortgages serviced under a FNMA contract: | ////////////////// |
(1) Serviced under a regular option contract ................................................ | 5503 0 | 4.c.(1)
(2) Serviced under a special option contract ................................................ | 5504 0 | 4.c.(2)
d. Mortgages serviced under other servicing contracts .......................................... | 5505 0 | 4.d.
5. To be completed only by banks with $1 billion or more in total assets: | ////////////////// |
Customers' liability to this bank on acceptances outstanding (sum of items 5.a and 5.b must | ////////////////// |
equal Schedule RC, item 9): | ////////////////// |
a. U.S. addressees (domicile) .................................................................. | 2103 4,739 | 5.a.
b. Non-U.S. addressees (domicile) .............................................................. | 2104 10,010 | 5.b.
6. Intangible assets: | ////////////////// |
a. Mortgage servicing assets ................................................................... | 3164 0 | 6.a.
_________________________
(1) Estimated fair value of mortgage servicing assets .............. | RCFD A590 | 0 | ////////////////// | 6.a.(1)
_________________________
b. Other identifiable intangible assets: | ////////////////// |
(1) Purchased credit card relationships ..................................................... | 5506 0 | 6.b.(1)
(2) All other identifiable intangible assets ................................................ | 5507 69,823 | 6.b.(2)
c. Goodwill .................................................................................... | 3163 337,178 | 6.c.
d. Total (sum of items 6.a, 6.b.(1), 6.b.(2), and 6.c) (must equal Schedule RC, item 10) ....... | 2143 407,001 | 6.d.
e. Amount of intangible assets (included in item 6.b.(2) above) that have been grandfathered or | ////////////////// |
are otherwise qualifying for regulatory capital purposes .................................... | 6442 0 | 6.e.
7. Mandatory convertible debt, net of common or perpetual preferred stock dedicated to | ////////////////// |
redeem the debt ................................................................................ | 3295 0 | 7.
______________________
</TABLE>
_____________
(1) Do not report federal funds sold and securities purchased under
agreements to resell with other commercial banks in the U.S. in this item.
19
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-18
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|2|6|3|
-----------
</TABLE>
SCHEDULE RC-M--CONTINUED
<TABLE>
<S> <C>
___________________________
Dollar Amounts in Thousands | Bil Mil Thou |
___________________________________________________________________________________________ _________________________
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 0 | 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 0 | 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 43 | 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 43 | 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 13,052 | 8.b.(2)
(3) Total (sum of items 8.b.(1) and 8.b.(2)) (must equal Schedule RC, item 8) ..... | RCFD 2130 13,052 | 8.b.(3)
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 products): | /////////////////////// |
a. Money market funds ................................................................ | RCON 6441 9,571,259 | 10.a.
b. Equity securities funds ........................................................... | RCON 8427 30,729 | 10.b.
c. Debt securities funds ............................................................. | RCON 8428 14,293 | 10.c.
d. Other mutual funds ................................................................ | RCON 8429 178,736 | 10.d.
e. Annuities ......................................................................... | RCON 8430 17,258 | 10.e.
f. Sales of proprietary mutual funds and annuities (included in items 10.a through | /////////////////////// |
10.e above) ....................................................................... | RCON 8784 4,274,029 | 10.f.
11. Net unamortized realized deferred gains (losses) on off-balance sheet derivative | /////////////////////// |
contracts included in assets and liabilities reported in Schedule RC ................. | RCFD A525 (342)| 11.
12. Amount of assets netted against nondeposit liabilities and deposits in foreign offices | /////////////////////// |
(other than insured branches in Puerto Rico and U.S. territories and possessions) on | /////////////////////// |
the balance sheet (Schedule RC) in accordance with generally accepted accounting | /////////////////////// |
principles(1) ........................................................................ | RCFD A526 0 | 12.
13. Outstanding principal balance of loans other than 1-4 family residential mortgage | /////////////////////// |
loans that are serviced for others (to be completed if this balance is more than | /////////////////////// |
$10 million and exceeds ten percent of total assets) ................................. | RCFD A591 0 | 13.
___________________________
</TABLE>
<TABLE>
<S> <C>
___________________________________________________________________________________________________________________________
|
______________________ |
Memorandum Dollar Amounts in Thousands | RCFD Bil Mil Thou | |
________________________________________________________________________________________________ ____________________ |
1. Reciprocal holdings of banking organizations' capital instruments | ////////////////// | |
(to be completed for the December report only) ...................................... | 3836 N/A | M.1.|
_____________________ |
|
___________________________________________________________________________________________________________________________
</TABLE>
_____________
(1) Exclude netted on-balance sheet amounts associated with off-balance sheet
derivative contracts, deferred tax assets netted against deferred tax
liabilities, and assets netted in accounting for pensions.
20
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-19
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|2|6|3|
-----------
</TABLE>
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,
column A, and in Memorandum items 2 through 4,
column A, as confidential.
<TABLE>
<S> <C> <C> <C>
__________
| C470 | < -
______________________________________________________ ________
| (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 |
______________________________________________________ ____________________ ____________________ ____________________
1. Loans secured by real estate: | ////////////////// | ////////////////// | ////////////////// |
a. To U.S. addressees (domicile) ................ | 1245 105,269 | 1246 7,779 | 1247 27,447 | 1.a.
b. To non-U.S. addressees (domicile) ............ | 1248 0 | 1249 0 | 1250 0 | 1.b.
2. Loans to depository institutions and acceptances | ////////////////// | ////////////////// | ////////////////// |
of other banks: | ////////////////// | ////////////////// | ////////////////// |
a. To U.S. banks and other U.S. depository | ////////////////// | ////////////////// | ////////////////// |
institutions ................................. | 5377 0 | 5378 0 | 5379 0 | 2.a.
b. To foreign banks ............................. | 5380 0 | 5381 0 | 5382 0 | 2.b.
3. Loans to finance agricultural production and | ////////////////// | ////////////////// | ////////////////// |
other loans to farmers .......................... | 1594 110 | 1597 0 | 1583 1,740 | 3.
4. Commercial and industrial loans: | ////////////////// | ////////////////// | ////////////////// |
a. To U.S. addressees (domicile) ................ | 1251 79,860 | 1252 11,991 | 1253 37,476 | 4.a.
b. To non-U.S. addressees (domicile) ............ | 1254 2,581 | 1255 0 | 1256 127 | 4.b.
5. Loans to individuals for household, family, and | ////////////////// | ////////////////// | ////////////////// |
other personal expenditures: | ////////////////// | ////////////////// | ///////////////// |
a. Credit cards and related plans ............... | 5383 1,205 | 5384 1,315 | 5385 0 | 5.a.
b. Other (includes single payment, installment, | ////////////////// | ////////////////// | ////////////////// |
and all student loans) ....................... | 5386 55,853 | 5387 6,593 | 5388 2,294 | 5.b.
6. Loans to foreign governments and official | ////////////////// | ////////////////// | ////////////////// |
institutions .................................... | 5389 0 | 5390 0 | 5391 0 | 6.
7. All other loans ................................. | 5459 20,945 | 5460 3,472 | 5461 1,561 | 7.
8. Lease financing receivables: | ////////////////// | ////////////////// | ////////////////// |
a. Of U.S. addressees (domicile) ................ | 1257 0 | 1258 0 | 1259 0 | 8.a.
b. Of non-U.S. addressees (domicile) ............ | 1271 0 | 1272 0 | 1791 0 | 8.b.
9. Debt securities and other assets (exclude other | ////////////////// | ////////////////// | ////////////////// |
real estate owned and other repossessed assets) . | 3505 0 | 3506 0 | 3507 0 | 9.
________________________________________________________________
====================================================================================================================================
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 |
____________________ ____________________ ____________________
through 8 above which are wholly or partially | ////////////////// | ////////////////// | ////////////////// |
guaranteed by the U.S. Government ............... | 5612 2,512 | 5613 610 | 5614 5,548 | 10.
a. Guaranteed portion of loans and leases | ////////////////// | ////////////////// | ////////////////// |
included in item 10 above .................... | 5615 2,062 | 5616 554 | 5617 4,438 | 10.a.
________________________________________________________________
</TABLE>
21
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-20
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|2|6|3|
-----------
</TABLE>
SCHEDULE RC-N--CONTINUED
<TABLE>
<S> <C> <C> <C>
__________
| 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 |
______________________________________________________ ____________________ ____________________ ____________________
1. Restructured loans and leases included in | ////////////////// | ////////////////// | ////////////////// |
Schedule RC-N, items 1 through 8, above (and not | ////////////////// | ////////////////// | ////////////////// |
reported in Schedule RC-C, part I, Memorandum | ////////////////// | ////////////////// | ////////////////// |
item 2) ......................................... | 1658 0 | 1659 0 | 1661 0 | M.1.
2. Loans to finance commercial real estate, | ////////////////// | ////////////////// | ////////////////// |
construction, and land development activities | ////////////////// | ////////////////// | ////////////////// |
(not secured by real estate) included in | ////////////////// | ////////////////// | ////////////////// |
Schedule RC-N, items 4 and 7, above ............. | 6558 1,651 | 6559 0 | 6560 1,938 | M.2.
____________________ ____________________ ____________________
3. Loans secured by real estate in domestic offices | RCON Bil Mil Thou | RCON Bil Mil Thou | RCON Bil Mil Thou |
____________________ ____________________ ____________________
(included in Schedule RC-N, item 1, above): | ////////////////// | ////////////////// | ////////////////// |
a. Construction and land development ............ | 2759 38,615 | 2769 2,064 | 3492 2,569 | M.3.a.
b. Secured by farmland .......................... | 3493 1,394 | 3494 0 | 3495 124 | M.3.b.
c. Secured by 1-4 family residential properties: | ////////////////// | ////////////////// | ////////////////// |
(1) Revolving, open-end loans secured by | ////////////////// | ////////////////// | ////////////////// |
1-4 family residential properties and | ////////////////// | ////////////////// | ////////////////// |
extended under lines of credit ........... | 5398 0 | 5399 0 | 5400 0 | M.3.c.(1)
(2) All other loans secured by 1-4 family | ////////////////// | ////////////////// | ////////////////// |
residential properties ................... | 5401 41,324 | 5402 2,104 | 5403 12,692 | M.3.c.(2)
d. Secured by multifamily (5 or more) residential | ////////////////// | ////////////////// | ////////////////// |
properties ................................... | 3499 1,344 | 3500 2,000 | 3501 1,135 | M.3.d.
e. Secured by nonfarm nonresidential properties . | 3502 22,592 | 3503 1,611 | 3504 10,927 | M.3.e.
________________________________________________________________
</TABLE>
<TABLE>
<S> <C> <C>
___________________________________________
| (Column A) | (Column B) |
| Past due 30 | Past due 90 |
| through 89 days | days or more |
____________________ ____________________
| RCFD Bil Mil Thou | RCFD Bil Mil Thou |
____________________ ____________________
4. Interest rate, foreign exchange rate, and other | ////////////////// | ////////////////// |
commodity and equity contracts: | ////////////////// | ////////////////// |
a. Book value of amounts carried as assets ...... | 3522 0 | 3528 0 | M.4.a.
b. Replacement cost of contracts with a | ////////////////// | ////////////////// |
positive replacement cost .................... | 3529 0 | 3530 0 | M.4.b.
___________________________________________
</TABLE>
<TABLE>
<S> <C>
____________________________________________________________________________________________________________________________
| | C477 | < - |
| __________ |
| Person to whom questions about the Reports of Condition and Income should be directed: |
| |
| Karen Gatenby, Vice President (713) 216-5263 |
| _______________________________________________________________ ______________________________________________________ |
| Name and Title (TEXT 8901) Telephone: Area code/phone number/extension (TEXT 8902) |
| |
| Even though Call Reports must be filed electronically, |
| send my bank a sample set of paper Call Report forms |
| for the next quarter: Yes [X] (RCON 9117) ______________________________________________________ |
| FAX: Area code/phone number (TEXT 9116) |
| |
|___________________________________________________________________________________________________________________________|
</TABLE>
22
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-21
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|2|6|3|
-----------
</TABLE>
SCHEDULE RC-O--OTHER DATA FOR DEPOSIT INSURANCE AND FICO ASSESSMENTS
<TABLE>
<S> <C>
__________
| C475 | < -
____________ ________
Dollar Amounts in Thousands | RCON Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
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 0 | 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 20,915 | 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 3,050 | 4.a.
b. Time and savings deposits(1) of consolidated subsidiaries ................................. | 2351 17 | 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.
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, item 4 or 5, | ////////////////// |
column B) ................................................................................. | 2314 0 | 6.a.
b. Amount reflected in time and savings deposits(1) (included in Schedule RC-E, Part I, | ////////////////// |
item 4 or 5, column A or C, but not column B) ............................................. | 2315 0 | 6.b.
7. Unamortized premiums and discounts on time and savings deposits:(1),(2) | ////////////////// |
a. Unamortized premiums ...................................................................... | 5516 213 | 7.a.
b. Unamortized discounts ..................................................................... | 5517 0 | 7.b.
8. To be completed by banks with "Oakar deposits." | ////////////////// |
a. Deposits purchased or acquired from other FDIC-insured institutions during the quarter | ////////////////// |
(exclude deposits purchased or acquired from foreign offices other than insured branches | ////////////////// |
in Puerto Rico and U.S. territories and possessions): | ////////////////// |
(1) Total deposits purchased or acquired from other FDIC-insured institutions during | ////////////////// |
the quarter ........................................................................... | A531 N/A | 8.a.(1)
(2) Amount of purchased or acquired deposits reported in item 8.a.(1) above attributable | ////////////////// |
to a secondary fund (i.e., BIF members report deposits attributable to SAIF; SAIF | ////////////////// |
members report deposits attributable to BIF) .......................................... | A532 N/A | 8.a.(2)
b. Total deposits sold or transferred to other FIDC-insured institutions during the quarter | ////////////////// |
(exclude sales or transfers by the reporting bank of deposits in foreign offices other than | ////////////////// |
insured branches in Puerto Rico and U.S. territories and possessions) ..................... | A533 N/A | 8.b.
______________________
</TABLE>
______________
(1) For FDIC insurance and FICO assessment purposes, "time and savings
deposits" consists of nontransaction accounts and all transaction
accounts other than demand deposits.
(2) Exclude core deposit intangibles.
23
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-22
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|2|6|3|
-----------
</TABLE>
SCHEDULE RC-O--CONTINUED
<TABLE>
<S> <C>
______________________
Dollar Amounts in Thousands | RCON Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
9. Deposits in lifeline accounts ............................................................... | 5596 ///////////// | 9.
10. Benefit-responsive "Depository Institution Investment Contracts" (included in total | ////////////////// |
deposits in domestic offices) ............................................................... | 8432 0 | 10.
11. Adjustments to demand deposits in domestic offices and in insured branches in Puerto Rico | ////////////////// |
and U.S. territories and possessions reported in Schedule RC-E for certain reciprocal | ////////////////// |
demand balances: | ////////////////// |
a. Amount by which demand deposits would be reduced if the reporting bank's reciprocal | ////////////////// |
demand balances with the domestic offices of U.S. banks and savings associations | ////////////////// |
and insured branches in Puerto Rico and U.S. territories and possessions that were | ////////////////// |
reported on a gross basis in Schedule RC-E had been reported on a net basis .............. | 8785 0 | 11.a.
b. Amount by which demand deposits would be increased if the reporting bank's reciprocal | ////////////////// |
demand balances with foreign banks and foreign offices of other U.S. banks (other than | ////////////////// |
insured branches in Puerto Rico and U.S. territories and possessions) that were reported | ////////////////// |
on a net basis in Schedule RC-E had been reported on a gross basis ....................... | A181 0 | 11.b.
c. Amount by which demand deposits would be reduced if cash items in process of collection | ////////////////// |
were included in the calculation of the reporting bank's net reciprocal demand balances | ////////////////// |
with the domestic offices of U.S. banks and savings associations and insured branches | ////////////////// |
in Puerto Rico and U.S. territories and possessions in Schedule RC-E ..................... | A182 0 | 11.c.
12. Amount of assets netted against deposit liabilities in domestic offices and in insured | ////////////////// |
branches in Puerto Rico and U.S. territories and possessions on the balance sheet | ////////////////// |
(Schedule RC) in accordance with generally accepted accounting principles (exclude amounts | ////////////////// |
related to reciprocal demand balances): | ////////////////// |
a. Amount of assets netted against demand deposits .......................................... | A527 0 | 12.a.
b. Amount of assets netted against time and savings deposits ................................ | A528 0 | 12.b.
______________________
Memoranda (to be completed each quarter except as noted)
______________________
Dollar Amounts in Thousands | RCON Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
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 8,407,885 | M.1.a.(1)
(2) Number of deposit accounts of $100,000 or less (to be Number | ////////////////// |
_______________________
completed for the June report only)........................... | RCON 3779 | N/A | ////////////////// | M.1.a.(2)
_______________________
b. Deposit accounts of more than $100,000: | ////////////////// |
(1) Amount of deposit accounts of more than $100,000 ..................................... | 2710 9,464,151 | M.1.b.(1)
Number | ////////////////// |
___________________________
(2) Number of deposit accounts of more than $100,000 .......... | RCON 2722 | 0,039 | ////////////////// | 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 determining a better estimate of uninsured deposits than the
YES NO
______________________
estimate described above ................................................................. | 6861 | |///| X | M.2.a.
______________________
b. If the box marked YES has been checked, report the estimate of uninsured deposits | RCON Bil Mil Thou |
______________________
determined by using your bank's method or procedure ...................................... | 5597 N/A | M.2.b.
______________________
3. Has the reporting institution been consolidated with a parent bank or
savings association in that parent bank's or parent savings association's
Call Report or Thrift Financial Report?
If so, report the legal title and FDIC Certificate Number of the parent bank or parent
savings association: FDIC Cert No.
_____________ ___________________________
| TEXT A545 | N/A | RCON A545| N/A | M.3.
____________________________________________________________________________________________________________________
</TABLE>
24
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-23
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|2|6|3|
-----------
SCHEDULE RC-R--REGULATORY 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, 1997, must complete items 2 through 9 and Memoranda items 1 and 2. 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.
</TABLE>
<TABLE>
<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 | C480 | < -
appropriate box at the right whether the bank has total capital greater than or _____ __________
equal to eight percent of adjusted total assets ........................................ | YES NO |
____________ _______________
| 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.
____________________________________________________________________
| NOTE: All banks are required to complete items 2 and 3 below. |
| See optional worksheet for items 3.a through 3.f. |
____________________________________________________________________
______________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
2. Portion of qualifying limited-life capital instruments (original weighted | ////////////////// |
average maturity of at least five years) that is includible in Tier 2 capital: | ////////////////// |
a. Subordinated debt(1) and intermediate term preferred stock ................................. | A515 345,000 | 2.a.
b. Other limited-life capital instruments ..................................................... | A516 0 | 2.b.
3. Amounts used in calculating regulatory capital ratios (report amounts determined by the bank | ////////////////// |
for its own internal regulatory capital analyses consistent with applicable capital standards): | ////////////////// |
a. (1) Tier 1 capital ......................................................................... | 8274 1,498,675 | 3.a.(1)
(2) Tier 2 capital ......................................................................... | 8275 551,129 | 3.a.(2)
(3) Tier 3 capital ......................................................................... | 1395 0 | 3.a.(3)
b. Total risk-based capital ................................................................... | 3792 2,049,804 | 3.b.
c. Excess allowance for loan and lease losses (amount that exceeds 1.25% of gross | ////////////////// |
risk-weighted assets) ...................................................................... | A222 0 | 3.c.
d. (1) Net risk-weighted assets (gross risk-weighted assets less excess allowance reported | ////////////////// |
in item 3.c above and all other deductions) ............................................ | A223 18,629,373 | 3.d.(1)
(2) Market risk equivalent assets .......................................................... | 1651 0 | 3.d.(2)
e. Maximum contractual dollar amount of recourse exposure in low level | ////////////////// |
recourse transactions (to be completed only if the bank uses the "direct | ////////////////// |
reduction method" to report these transactions in Schedule RC-R) ........................... | 1727 0 | 3.e.
f. "Average total assets" (quarterly average reported in Schedule RC-K, item 9, less all | ////////////////// |
assets deducted from Tier 1 capital)(2) .................................................... | A224 21,920,335 | 3.f.
______________________
</TABLE>
<TABLE>
<S> <C> <C>
___________________________________________
| (Column A) | (Column B) |
Items 4-9 and Memoranda items 1 and 2 are to be completed | Assets | Credit Equiv- |
by banks that answered NO to 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(3) |
____________________ ____________________
4. Assets and credit equivalent amounts of off-balance sheet items | RCFD Bil Mil Thou | RCFD Bil Mil Thou |
____________________ ____________________
assigned to the Zero percent risk category: | ////////////////// | ////////////////// |
a. Assets recorded on the balance sheet ................................... | 5163 3,168,190 | ////////////////// | 4.a.
b. Credit equivalent amount of off-balance sheet items .................... | ////////////////// | 3796 20,890 | 4.b.
___________________________________________
</TABLE>
______________
(1) Exclude mandatory convertible debt reported in Schedule RC-M, item 7.
(2) Do not deduct excess allowance for loan and lease losses.
(3) Do not report in column B the risk-weighted amount of assets reported in
column A.
25
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-24
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|2|6|3|
-----------
</TABLE>
SCHEDULE RC-R--CONTINUED
<TABLE>
<S> <C> <C>
___________________________________________
| (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 |
________________________________________________________________________________ ____________________ ____________________
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 .................................... | 5165 6,938,205 | ////////////////// | 5.a.
b. Credit equivalent amount of off-balance sheet items ..................... | ////////////////// | 3801 250,183 | 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 859,372 | ////////////////// | 6.a.
b. Credit equivalent amount of off-balance sheet items ..................... | ////////////////// | 3803 145,025 | 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 12,671,249 | ////////////////// | 7.a.
b. Credit equivalent amount of off-balance sheet items ..................... | ////////////////// | 3805 4,018,246 | 7.b.
8. On-balance sheet asset values excluded from and deducted in | ////////////////// | ////////////////// |
the calculation of the risk-based capital ratio(2) ......................... | 3806 501,441 | ////////////////// | 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 24,138,457 | ////////////////// | 9.
___________________________________________
</TABLE>
<TABLE>
<S> <C>
Memoranda ______________________
Dollar Amounts in Thousands | RCFD Bil Mil Thou |
_____________________________________________________________________________________________________ ____________________
1. Current credit exposure across all off-balance sheet derivative contracts covered by the | ////////////////// |
risk-based capital standards .................................................................... | 8764 63,050 | M.1.
______________________
</TABLE>
<TABLE>
<S> <C> <C> <C>
____________________________________________________________________________
| With a remaining maturity of |
|__________________________________________________________________________
| (Column A) | (Column B) | (Column C) |
| One year or less | Over one year | Over five years |
| | through five years | |
2. Notional principal amounts of ________________________ ________________________ ________________________
off-balance sheet derivative contracts(3): | RCFD Tril Bil Mil Thou | RCFD Tril Bil Mil Thou | RCFD Tril Bil Mil Thou |
________________________ ________________________ ________________________|
a. Interest rate contracts ............... | 3809 3,164,685 | 8766 5,623,255 | 8767 428,812 | M.2.a.
b. Foreign exchange contracts ............ | 3812 814,868 | 8769 111,128 | 8770 63,847 | M.2.b.
c. Gold contracts ........................ | 8771 0 | 8772 0 | 8773 0 | M.2.c.
d. Other precious metals contracts ....... | 8774 0 | 8775 0 | 8776 0 | M.2.d.
e. Other commodity contracts ............. | 8777 0 | 8778 0 | 8779 0 | M.2.e.
f. Equity derivative contracts ........... | A000 7,437 | A001 291,655 | A002 0 | M.2.f.
____________________________________________________________________________
</TABLE>
______________
(1) Do not report in column B the risk-weighted amount of assets reported in
column A.
(2) Include the difference between the fair value and the amortized cost of
available-for-sale debt securities in item 8 and report the amortized
cost of these debt securities in items 4 through 7 above. For
available-for-sale equity securities, if fair value exceeds cost, include
the difference between the fair value and the cost in item 8 and report
the cost of these equity securities in items 5 through 7 above; if cost
exceeds fair value, report the fair value of these equity securities in
items 5 through 7 above and include no amount in item 8. 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 not included in the calculation of credit equivalent amounts
of off-balance sheet derivatives as well as any portion of the allowance
for loan and lease losses in excess of the amount that may be included in
Tier 2 capital.
(3) Exclude foreign exchange contracts with an original maturity of 14 days
or less and all futures contracts.
26
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-25
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|2|6|3|
-----------
</TABLE>
OPTIONAL NARRATIVE STATEMENT CONCERNING THE AMOUNTS
REPORTED IN THE REPORTS OF CONDITION AND INCOME
AT CLOSE OF BUSINESS ON MARCH 31, 1998
<TABLE>
<S> <C>
Chase Bank of Texas, N.A. Houston Texas
_______________________________________________________________ __________________________________, ___________________________
Legal Title of Bank City State
The management of the reporting bank may, if it wishes, both on agency computerized records and in computer-file
submit a brief narrative statement on the amounts reported in releases to the public.
the Reports of Condition and Income. This optional statement
will be made available to the public, along with the publicly All information furnished by the bank in the narrative
available data in the Reports of Condition and Income, in statement must be accurate and not misleading. Appropriate
response to any request for individual bank report data. efforts shall be taken by the submitting bank to ensure the
However, the information reported in column A and in all of statement's accuracy. The statement must be signed, in the
Memorandum item 1 of Schedule RC-N is regarded as space provided below, by a senior officer of the bank who
confidential and will not be released to the public. BANKS thereby attests to its accuracy.
CHOOSING TO SUBMIT THE NARRATIVE STATEMENT
SHOULD ENSURE THAT THE STATEMENT DOES NOT If, subsequent to the original submission, material changes are
CONTAIN THE NAMES OR OTHER IDENTIFICATIONS OF submitted for the data reported in the Reports of Condition
INDIVIDUAL BANK CUSTOMERS, REFERENCES TO THE and Income, the existing narrative statement will be deleted
AMOUNTS REPORTED IN THE CONFIDENTIAL ITEMS IN from the files, and from disclosure; the bank, at its option,
SCHEDULE RC-N, OR ANY OTHER INFORMATION THAT may replace it with a statement, under signature, appropriate
THEY ARE NOT WILLING TO HAVE MADE PUBLIC OR THAT to the amended data.
WOULD COMPROMISE THE PRIVACY OF THEIR CUSTOM-
ERS. Banks choosing not to make a statement may check the The optional narrative statement will appear in agency records
"No comment" box below and should make no entries of any and in release to the public exactly as submitted (or amended
kind in the space provided for the narrative statement; i.e., as described in the preceding paragraph) by the management
DO NOT enter in this space such phrases as "No statement," of the bank (except for the truncation of statements
"Not applicable," "N/A," "No comment," and "None." exceeding the 750-character limit described above). THE
STATEMENT WILL NOT BE EDITED OR SCREENED IN ANY
The optional statement must be entered on this sheet. The WAY BY THE SUPERVISORY AGENCIES FOR ACCURACY OR
statement should not exceed 100 words. Further, regardless RELEVANCE. DISCLOSURE OF THE STATEMENT SHALL NOT
of the number of words, the statement must not exceed 750 SIGNIFY THAT ANY FEDERAL SUPERVISORY AGENCY HAS
characters, including punctuation, indentation, and standard VERIFIED OR CONFIRMED THE ACCURACY OF THE
spacing between words and sentences. If any submission INFORMATION CONTAINED THEREIN. A STATEMENT TO
should exceed 750 characters, as defined, it will be truncated THIS EFFECT WILL APPEAR ON ANY PUBLIC RELEASE OF
at 750 characters with no notice to the submitting bank and THE OPTIONAL STATEMENT SUBMITTED BY THE
the truncated statement will appear as the bank's statement MANAGEMENT OF THE REPORTING BANK.
__________________________________________________________________________________________________________________________________
No comment | | (RCON 6979) | C471 | C472 | < -
___ ______________________
BANK MANAGEMENT STATEMENT (please type or print clearly):
(TEXT 6980)
_____________________________________________ ______________________________
Signature of Executive Officer of Bank Date of Signature
</TABLE>
27
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926
Address: P.O. Box 2558
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: |0|3|2|6|3|
-----------
</TABLE>
<TABLE>
<S> <C>
THIS PAGE IS TO BE COMPLETED BY ALL BANKS
- ----------------------------------------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF BANK | OMB No. For OCC: 1557-0081
| OMB No. For FDIC: 3064-0052
| OMB No. For Federal Reserve: 7100-0036
| Expiration Date: 3/31/2000
|
| SPECIAL REPORT
| (Dollar Amounts in Thousands)
| __________________________________________________________________
| CLOSE OF BUSINESS | FDIC Certificate Number | |
| DATE | | C-700 | < -
| 3/31/98 | |0|3|2|6|3| | |
___________________________________________________________________________________________________________________________________
LOANS TO EXECUTIVE OFFICERS (Complete as of each Call Report Date)
- ----------------------------------------------------------------------------------------------------------------------------------
The following information is required by Public Laws 90-44 and 102-242, but does not constitute a part of the Report of
Condition. With each Report of Condition, these Laws require all banks to furnish a report of all loans or other extensions of
credit to their executive officers made since the date of the previous Report of Condition. Data regarding individual loans or
other extensions of credit are not required. If no such loans or other extensions of credit were made during the period, insert
"none" against subitem (a). (Exclude the first $15,000 of indebtedness of each executive officer under bank credit card plan.)
See Sections 215.2 and 215.3 of Title 12 of the Code of Federal Regulations (Federal Reserve Board Regulation O) for the
definitions of "executive officer" and "extension of credit," respectively. Exclude loans and other extensions of credit to
directors and principal shareholders who are not executive officers.
- ----------------------------------------------------------------------------------------------------------------------------------
_____________________________
a. Number of loans made to executive officers since the previous Call Report date .............. | RCFD 3561 | 0 a.
____________________________
b. Total dollar amount of above loans (in thousands of dollars) ................................ | RCFD 3562 | 0 b.
_____________________________
c. Range of interest charged on above loans _______________________________________________________
(example: 9 3/4% = 9.75) .......................................... | RCFD 7701 | 0.00 | % to | RCFD 7702 | 0.00 | % c.
_______________________________________________________
__________________________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________________________
SIGNATURE AND TITLE OF OFFICER AUTHORIZED TO SIGN REPORT | DATE (Month, Day, Year)
|
|
|
__________________________________________________________________________________________________________________________________
FDIC 8040/53 (3-98)
</TABLE>
28
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RI-1
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|2|6|3|
-----------
</TABLE>
CONSOLIDATED REPORT OF INCOME
FOR THE PERIOD JANUARY 1, 1998-MARCH 31, 1998
All Report of Income schedules are to be reported on a calendar year-to-date
basis in thousands of dollars.
SCHEDULE RI--INCOME STATEMENT
<TABLE>
<S> <C>
__________
| I480 | < -
____________ ________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
_____________________________________________________________________________________________ ____________________
1. Interest income: | ////////////////// |
a. Interest and fee income on loans: | ////////////////// |
(1) In domestic offices: | ////////////////// |
(a) Loans secured by real estate ................................................. | 4011 57,428 | 1.a.(1)(a)
(b) Loans to depository institutions ............................................. | 4019 307 | 1.a.(1)(b)
(c) Loans to finance agricultural production and other loans to farmers .......... | 4024 810 | 1.a.(1)(c)
(d) Commercial and industrial loans .............................................. | 4012 105,368 | 1.a.(1)(d)
(e) Acceptances of other banks ................................................... | 4026 0 | 1.a.(1)(e)
(f) Loans to individuals for household, family, and other personal expenditures: | ////////////////// |
(1) Credit cards and related plans ........................................... | 4054 4,321 | 1.a.(1)(f)(1)
(2) Other .................................................................... | 4055 53,813 | 1.a.(1)(f)(2)
(g) Loans to foreign governments and official institutions ....................... | 4056 35 | 1.a.(1)(g)
(h) Obligations (other than securities and leases) of states and political | ////////////////// |
subdivisions in the U.S.: | ////////////////// |
(1) Taxable obligations ...................................................... | 4503 0 | 1.a.(1)(h)(1)
(2) Tax-exempt obligations ................................................... | 4504 116 | 1.a.(1)(h)(2)
(i) All other loans in domestic offices .......................................... | 4058 25,384 | 1.a.(1)(i)
(2) In foreign offices, Edge and Agreement subsidiaries, and IBFs .................... | 4059 2,295 | 1.a.(2)
b. Income from lease financing receivables: | ////////////////// |
(1) Taxable leases ................................................................... | 4505 2,564 | 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 0 | 1.c.(1)
(2) In foreign offices, Edge and Agreement subsidiaries, and IBFs .................... | 4106 0 | 1.c.(2)
d. Interest and dividend income on securities: | ////////////////// |
(1) U.S. Treasury securities and U.S. Government agency obligations .................. | 4027 88,780 | 1.d.(1)
(2) Securities issued by states and political subdivisions in the U.S.: | ////////////////// |
(a) Taxable securities ........................................................... | 4506 1 | 1.d.(2)(a)
(b) Tax-exempt securities ........................................................ | 4507 3 | 1.d.(2)(b)
(3) Other domestic debt securities ................................................... | 3657 37 | 1.d.(3)
(4) Foreign debt securities .......................................................... | 3658 59 | 1.d.(4)
(5) Equity securities (including investments in mutual funds) ........................ | 3659 692 | 1.d.(5)
e. Interest income from trading assets .................................................. | 4069 13 | 1.e.
____________________
</TABLE>
____________
(1) Includes interest income on time certificates of deposit not held for
trading.
29
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RI-2
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|6|2|3|
-----------
</TABLE>
SCHEDULE RI--CONTINUED
<TABLE>
<S> <C>
________________
Dollar Amounts in Thousands | Year-to-date |
___________________________________________________________________________________ ______________
1. Interest income (continued) | RIAD Bil Mil Thou |
f. Interest income on federal funds sold and securities purchased under | ////////////////// |
agreements to resell ................................................ | 4020 8,003 | 1.f.
g. Total interest income (sum of items 1.a through 1.f) ................ | 4107 350,029 | 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 1,193 | 2.a.(1)(a)
(b) Nontransaction accounts: | ////////////////// |
(1) Money market deposit accounts (MMDAs) ................... | 4509 10,258 | 2.a.(1)(b)(1)
(2) Other savings deposits .................................. | 4511 29,425 | 2.a.(1)(b)(2)
(3) Time deposits of $100,000 or more ....................... | A517 12,432 | 2.a.(1)(b)(3)
(4) Time deposits of less than $100,000 ..................... | A518 30,453 | 2.a.(1)(b)(4)
(2) Interest on deposits in foreign offices, Edge and Agreement | ////////////////// |
subsidiaries, and IBFs .......................................... | 4172 11,279 | 2.a.(2)
b. Expense of federal funds purchased and securities sold under | ////////////////// |
agreements to repurchase ............................................ | 4180 23,809 | 2.b.
c. Interest on demand notes issued to the U.S. Treasury, trading | ////////////////// |
liabilities, and other borrowed money ............................... | 4185 8,041 | 2.c.
d. Not applicable | ////////////////// |
e. Interest on subordinated notes and debentures ....................... | 4200 5,606 | 2.e.
f. Total interest expense (sum of items 2.a through 2.e) ............... | 4073 132,496 | 2.f.
_________________________
3. Net interest income (item 1.g minus 2.f) ............................... | ////////////////// | RIAD 4074 | 217,533 | 3.
_________________________
4. Provisions: | ////////////////// |
_________________________
a. Provision for credit losses ......................................... | ////////////////// | RIAD 4230 | 0 | 4.a.
b. Provision for allocated transfer risk ............................... | ////////////////// | RIAD 4243 | 0 | 4.b.
_________________________
5. Noninterest income: | ////////////////// |
a. Income from fiduciary activities .................................... | 4070 35,981 | 5.a.
b. Service charges on deposit accounts in domestic offices ............. | 4080 37,042 | 5.b.
c. Trading revenue (must equal Schedule RI, sum of Memorandum | ////////////////// |
items 8.a through 8.d) .............................................. | A220 5,338 | 5.c.
d.-e. Not applicable | ////////////////// |
f. Other noninterest income: | ////////////////// |
(1) Other fee income ................................................ | 5407 23,346 | 5.f.(1)
(2) All other noninterest income* ................................... | 5408 26,042 | 5.f.(2)
_________________________
g. Total noninterest income (sum of items 5.a through 5.f) ............. | ////////////////// | RIAD 4079 | 127,749 | 5.g.
6. a. Realized gains (losses) on held-to-maturity securities .............. | ////////////////// | RIAD 3521 | 0 | 6.a.
b. Realized gains (losses) on available-for-sale securities ............ | ////////////////// | RIAD 3196 | 7,217 | 6.b.
_________________________
7. Noninterest expense: | ////////////////// |
a. Salaries and employee benefits ...................................... | 4135 120,168 | 7.a.
b. Expenses of premises and fixed assets (net of rental income) | ////////////////// |
(excluding salaries and employee benefits and mortgage interest) .... | 4217 47,335 | 7.b.
c. Other noninterest expense* .......................................... | 4092 75,925 | 7.c.
_________________________
d. Total noninterest expense (sum of items 7.a through 7.c) ............ | ////////////////// | RIAD 4093 | 243,428 | 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 | 109,071 | 8.
9. Applicable income taxes (on item 8) .................................... | ////////////////// | RIAD 4302 | 38,250 | 9.
_________________________
10. Income (loss) before extraordinary items and other adjustments (item 8 | ////////////////// |
___________________________
minus 9) ............................................................... | ////////////////// | RIAD 4300 | 70,821 | 10.
11. Extraordinary items and other adjustments, net of income taxes* ........ | ////////////////// | RIAD 4320 | 0 | 11.
12. Net income (loss) (sum of items 10 and 11) ............................. | ////////////////// | RIAD 4340 | 70,821 | 12.
_________________________________________________
</TABLE>
____________
*Describe on Schedule RI-E--Explanations.
30
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RI-3
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|2|6|3|
-----------
</TABLE>
SCHEDULE RI--CONTINUED
<TABLE>
<S> <C>
__________
| I481 | < -
______ ________
Memoranda | Year-to-date |
______ ______________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
______________________________________________________________________________________________________ ____________________
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 2 | M.1.
2. Income from the sale and servicing of mutual funds and annuities in domestic offices | ////////////////// |
(included in Schedule RI, item 8) ............................................................... | 8431 2,951 | M.2.
3.-4. Not applicable | ////////////////// |
5. Number of full-time equivalent employees at end of current period (round to | //// Number |
nearest whole number) ........................................................................... | 4150 8,878 | M.5.
6. Not applicable | ////////////////// |
________
7. If the reporting bank has restated its balance sheet as a result of applying push down | RIAD CC YY MM DD |
accounting this calendar year, report the date of the bank's acquisition(1) ..............| 9106 00 00 00 00 | M.7.
8. Trading revenue (from cash instruments and off-balance sheet derivative instruments) ________| ////////////////// |
(sum of Memorandum items 8.a through 8.d must equal Schedule RI, item 5.c): | //// Bil Mil Thou |
a. Interest rate exposures ...................................................................... | 8757 92 | M.8.a.
b. Foreign exchange exposures ................................................................... | 8758 5,246 | 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 (85)| M.9.a.
b. Net (increase) decrease to interest expense .................................................. | 8762 (52)| M.9.b.
c. Other (noninterest) allocations .............................................................. | 8763 0 | M.9.c.
10. Credit losses on off-balance sheet derivatives (see instructions) ............................... | A251 0 | M.10.
______________________
11. Does the reporting bank have a Subchapter S election in effect for federal income tax | YES NO |
purposes for the current tax year? .............................................................. ______________________
| A530 | |///| X | M.11.
______________________
| //// Bil Mil Thou |
12. Deferred portion of total applicable income taxes included in Schedule RI, ______________________
items 9 and 11 (to be reported with the December Report of Income) .............................. | 4772 N/A | M.12.
______________________
</TABLE>
____________
(1) For example, a bank acquired on June 1, 1997, would report 19970601.
31
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RI-4
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|2|6|3|
-----------
</TABLE>
SCHEDULE RI-A--CHANGES IN EQUITY CAPITAL
Indicate decreases and losses in parentheses.
<TABLE>
<S> <C>
__________
| I483 | < -
____________ ________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
______________________________________________________________________________________________________ ____________________
1. Total equity capital originally reported in the December 31, 1997, Reports of Condition | ////////////////// |
and Income ...................................................................................... | 3215 1,859,172 | 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 1,859,172 | 3.
4. Net income (loss) (must equal Schedule RI, item 12) ............................................. | 4340 70,821 | 4.
5. Sale, conversion, acquisition, or retirement of capital stock, net .............................. | 4346 0 | 5.
6. Changes incident to business combinations, net .................................................. | 4356 0 | 6.
7. LESS: Cash dividends declared on preferred stock ................................................ | 4470 0 | 7.
8. LESS: Cash dividends declared on common stock ................................................... | 4460 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 878 | 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 0 | 13.
14. Total equity capital end of current period (sum of items 3 through 13) (must equal | ////////////////// |
Schedule RC, item 28) ........................................................................... | 3210 1,930,871 | 14.
______________________
</TABLE>
____________
*Describe on Schedule RI-E--Explanations.
SCHEDULE RI-B--CHARGE-OFFS AND RECOVERIES ON LOANS AND LEASES AND CHANGES
GIN ALLOWANCE FOR CREDIT LOSSES
PART I. CHARGE-OFFS AND RECOVERIES ON LOANS AND LEASES
Part I excludes charge-offs and recoveries through
the allocated transfer risk reserve.
<TABLE>
<S> <C> <C>
__________
| I486 | < -
_________________________________ ________
| (Column A) | (Column B) |
| Charge-offs | Recoveries |
____________________ ____________________
| Calendar year-to-date |
_________________________________________
Dollar Amounts in Thousands | RIAD Bil Mil Thou | RIAD Bil Mil Thou |
______________________________________________________________________________ ____________________ ____________________
1. Loans secured by real estate: | ////////////////// | ////////////////// |
a. To U.S. addressees (domicile) ......................................... | 4651 2,008 | 4661 470 | 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 2 | 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 1 | 3.
4. Commercial and industrial loans: | ////////////////// | ////////////////// |
a. To U.S. addressees (domicile) ......................................... | 4645 2,804 | 4617 1,086 | 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 384 | 4666 23 | 5.a.
b. Other (includes single payment, installment, and all student loans) ... | 4657 16,964 | 4667 2,923 | 5.b.
6. Loans to foreign governments and official institutions ................... | 4643 0 | 4627 9 | 6.
7. All other loans .......................................................... | 4644 33 | 4628 277 | 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 22,193 | 4605 4,791 | 9.
___________________________________________
</TABLE>
32
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RI-5
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|2|6|3|
-----------
</TABLE>
SCHEDULE RI-B--CONTINUED
PART I. CONTINUED
<TABLE>
<S> <C> <C>
___________________________________________
| (Column A) | (Column B) |
| Charge-offs | Recoveries |
____________________ ____________________
Memoranda | Calendar year-to-date |
_________________________________________
Dollar Amounts in Thousands | RIAD Bil Mil Thou | RIAD Bil Mil Thou |
______________________________________________________________________________ ____________________ ____________________
1-3. Not applicable | ////////////////// | ////////////////// |
4. Loans to finance commercial real estate, construction, and land | ////////////////// | ////////////////// |
development activities (not secured by real estate) included in | ////////////////// | ////////////////// |
Schedule RI-B, part I, items 4 and 7, above .............................. | 5409 0 | 5410 24 | M.4.
5. Loans secured by real estate in domestic offices (included in | ////////////////// | ////////////////// |
Schedule RI-B, part I, item 1, above): | ////////////////// | ////////////////// |
a. Construction and land development ..................................... | 3582 0 | 3583 27 | M.5.a.
b. Secured by farmland ................................................... | 3584 0 | 3585 0 | M.5.b.
c. Secured by 1-4 family residential properties: | ////////////////// | ////////////////// |
(1) Revolving, open-end loans secured by 1-4 family residential | ////////////////// | ////////////////// |
properties and extended under lines of credit ..................... | 5411 0 | 5412 0 | M.5.c.(1)
(2) All other loans secured by 1-4 family residential properties ...... | 5413 1,500 | 5414 174 | M.5.c.(2)
d. Secured by multifamily (5 or more) residential properties ............. | 3588 0 | 3589 5 | M.5.d.
e. Secured by nonfarm nonresidential properties .......................... | 3590 508 | 3591 264 | M.5.e.
___________________________________________
</TABLE>
PART II. CHANGES IN ALLOWANCE FOR CREDIT LOSSES
<TABLE>
<S> <C>
______________________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
1. Balance originally reported in the December 31, 1997, Reports of Condition and Income ......... | 3124 223,531 | 1.
2. Recoveries (must equal or exceed part I, item 9, column B above) .............................. | 2419 4,791 | 2.
3. LESS: Charge-offs (must equal or exceed part I, item 9, column A above) ....................... | 2432 22,193 | 3.
4. Provision for credit losses (must equal Schedule RI, item 4.a) ................................ | 4230 0 | 4.
5. Adjustments* (see instructions for this schedule) ............................................. | 4815 0 | 5.
6. Balance end of current period (sum of items 1 through 5) (must equal or exceed | ////////////////// |
Schedule RC, item 4.b) ........................................................................ | A512 206,129 | 6.
______________________
</TABLE>
____________
*Describe on Schedule RI-E--Explanations.
33
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RI-6
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|2|6|3|
-----------
</TABLE>
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
<TABLE>
<S> <C>
__________
| I492 | < -
______ ________
| Year-to-date |
______ ______________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
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.
______________________
Memoranda ______________________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
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>
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
<TABLE>
<S> <C>
________________
| Year-to-date |
______ ______________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
___________________________________________________________________________________________________ ____________________
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>
34
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RI-7
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|2|6|3|
-----------
</TABLE>
SCHEDULE RI-E--EXPLANATIONS
Schedule RI-E is to be completed each quarter on a calendar year-to-date basis.
Detail all adjustments in Schedule RI-A and RI-B, all extraordinary items and
other adjustments in Schedule RI, and all significant items of other
noninterest income and other noninterest expense in Schedule RI. (See
instructions for details.)
<TABLE>
<S> <C>
__________
| I495 | < -
______ ________
| Year-to-date |
______ ______________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
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 (losses) on other real estate owned ............................................ | 5415 0 | 1.a.
b. Net gains (losses) on sales of loans ..................................................... | 5416 720 | 1.b.
c. Net gains (losses) 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 | INTERBANK CONTRACT SERVICES | 4461 19,982 | 1.d.
______________________________________________________________________________
___________
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 10,015 | 2.a.
Report amounts that exceed 10% of Schedule RI, item 7.c: | ////////////////// |
b. Net (gains) losses on other real estate owned ............................................ | 5418 0 | 2.b.
c. Net (gains) losses on sales of loans ..................................................... | 5419 0 | 2.c.
d. Net (gains) 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 | BUSINESS EFFECTIVENESS - RESTRUCTURING CHARGE | 4464 14,300 | 2.e.
______________________________________________________________________________
___________
f. | TEXT 4467 |______________________________________________________________________________| 4467 | 2.f.
___________
g. | TEXT 4468 |______________________________________________________________________________| 4468 | 2.g.
_____________
3. Extraordinary items and other adjustments and applicable income tax effect | ////////////////// |
(from Schedule RI, item 11) (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>
35
<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Chase Bank of Texas, N.A. Call Date: 3/31/98 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RI-8
City, State Zip: Houston, TX 77252-2558 Printed 5/11/98 at 10:06
FDIC Certificate No.: |0|3|2|6|3|
-----------
</TABLE>
SCHEDULE RI-E--CONTINUED
<TABLE>
<S> <C>
________________
| Year-to-date |
______ ______________
Dollar Amounts in Thousands | RIAD Bil Mil Thou |
__________________________________________________________________________________________________ ____________________
7. Other transactions with parent holding company (from Schedule RI-A, item 13) | ////////////////// |
(itemize and describe all such transactions): | ////////////////// |
_____________
a. | TEXT 4498 | | 4498 | 7.a.
__________________________________________________________________________________________
b. | TEXT 4499 | | 4499 | 7.b.
___________________________________________________________________________________________
8. Adjustments to allowance for credit losses (from Schedule RI-B, part II, item 5) | ////////////////// |
(itemize and describe all adjustments): | ////////////////// |
_____________
a. | TEXT 4521 | | 4521 | 8.a.
__________________________________________________________________________________________
_____________
b. | TEXT 4522 | | 4522 | 8.b.
________________________________________________________________________________________________________________
9. Other explanations (the space below is provided for the bank to briefly describe, at its | I498 | I499 | < -
______________________
option, any other significant items affecting the Report of Income):
___
No comment | | (RIAD 4769)
___
Other explanations (please type or print clearly):
(TEXT 4769)
</TABLE>
36
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ____
---------------------
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
74-0800980
(I.R.S. Employer Identification Number)
712 MAIN STREET, HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip code)
LEE BOOCKER, 712 MAIN STREET, 26TH FLOOR
HOUSTON, TEXAS 77002 (713) 216-2448
(Name, address and telephone number of agent for service)
USA WASTE SERVICES, INC.
(Exact name of obligor as specified in its charter)
DELAWARE 73-1309529
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1001 FANNIN STREET, SUITE 4000, HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip code)
SUBORDINATED DEBT SECURITIES
(Title of 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.
Comptroller of the Currency, Washington, D.C.
Federal Deposit Insurance Corporation, Washington, D.C.
Board of Governors of the Federal Reserve System, Washington, D.C.
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
The obligor is not an affiliate of the trustee. (See Note on Page 7.)
ITEM 3. VOTING SECURITIES OF THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING
SECURITIES OF THE TRUSTEE.
COL. A COL. B
TITLE OF CLASS AMOUNT OUTSTANDING
-------------- ------------------
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.
IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY
OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH THE FOLLOWING INFORMATION:
(a) TITLE OF THE SECURITIES OUTSTANDING UNDER EACH SUCH OTHER
INDENTURE.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
1
<PAGE>
ITEM 4. (CONTINUED)
(b) A BRIEF STATEMENT OF THE FACTS RELIED UPON AS A BASIS FOR
THE CLAIM THAT NO CONFLICTING INTEREST WITHIN THE MEANING OF SECTION
310(b)(1) OF THE ACT ARISES AS A RESULT OF THE TRUSTEESHIP UNDER ANY
SUCH OTHER INDENTURE, INCLUDING A STATEMENT AS TO HOW THE INDENTURE
SECURITIES WILL RANK AS COMPARED WITH THE SECURITIES ISSUED UNDER
SUCH OTHER INDENTURE.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH OBLIGOR OR
UNDERWRITERS.
IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICER OF THE
TRUSTEE IS A DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE, OR
REPRESENTATIVE OF THE OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR, IDENTIFY
EACH SUCH PERSON HAVING ANY SUCH CONNECTION AND STATE THE NATURE OF EACH SUCH
CONNECTION.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS
OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF
THE TRUSTEE OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER AND
EXECUTIVE OFFICER OF THE OBLIGOR.
<TABLE>
<S> <C> <C> <C>
COL. A COL. B COL. C COL. D
PERCENTAGE OF
VOTING SECURITIES
REPRESENTED BY
AMOUNT OWNED AMOUNT GIVEN IN
NAME OF OWNER TITLE OF CLASS BENEFICIALLY COL. C
------------- -------------- ------------ ------
</TABLE>
Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.
2
<PAGE>
ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF
THE TRUSTEE OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH
DIRECTOR, PARTNER AND EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER.
<TABLE>
<S> <C> <C> <C>
COL. A COL. B COL. C COL. D
PERCENTAGE OF
VOTING SECURITIES
REPRESENTED BY
AMOUNT OWNED AMOUNT GIVEN
NAME OF OWNER TITLE OF CLASS BENEFICIALLY IN COL. C
------------- -------------- ------------ ---------
</TABLE>
Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.
ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO THE SECURITIES OF THE
OBLIGOR OWNED BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR OBLIGATIONS IN
DEFAULT BY THE TRUSTEE.
<TABLE>
<S> <C> <C> <C>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
WHETHER THE BENEFICIALLY OR PERCENT OF
SECURITIES HELD AS COLLATERAL CLASS
ARE VOTING SECURITY FOR REPRESENTED BY
OR NONVOTING OBLIGATIONS IN AMOUNT GIVEN
TITLE OF CLASS SECURITIES DEFAULT IN COL. C
-------------- ---------- ------- ---------
</TABLE>
Not applicable by virtue of Form T-1 General Instruction B and response
to Item 13.
3
<PAGE>
ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY
FOR OBLIGATIONS IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH
UNDERWRITER ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
<TABLE>
<S> <C> <C> <C>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR PERCENT OF
HELD AS COLLATERAL CLASS
NAME OF ISSUER SECURITY FOR REPRESENTED BY
AND AMOUNT OBLIGATIONS IN AMOUNT GIVEN
TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE IN COL. C
-------------- ----------- ------------------ ---------
</TABLE>
Not applicable by virtue of Form T-1 General Instruction B and response
to Item 13.
ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF
CERTAIN AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY
FOR OBLIGATIONS IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE
KNOWLEDGE OF THE TRUSTEE (1) OWNS 10% OR MORE OF THE VOTING SECURITIES OF THE
OBLIGOR OR (2) IS AN AFFILIATE, OTHER THAN A SUBSIDIARY, OF THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF SUCH PERSON.
<TABLE>
<S> <C> <C> <C>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR PERCENT OF
HELD AS COLLATERAL CLASS
NAME OF ISSUER SECURITY FOR REPRESENTED BY
AND AMOUNT OBLIGATIONS IN AMOUNT GIVEN
TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE IN COL. C
-------------- ----------- ------------------ ---------
</TABLE>
Not applicable by virtue of Form T-1 General Instruction B and response
to Item 13.
4
<PAGE>
ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50% OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY
FOR OBLIGATIONS IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE
OF THE TRUSTEE, OWNS 50% OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OR SUCH
PERSON ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
<TABLE>
<S> <C> <C> <C>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR PERCENT OF
HELD AS COLLATERAL CLASS
NAME OF ISSUER SECURITY FOR REPRESENTED BY
AND AMOUNT OBLIGATIONS IN AMOUNT GIVEN
TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE IN COL. C
-------------- ----------- ------------------ ---------
</TABLE>
Not applicable by virtue of Form T-1 General Instruction B and response
to Item 13.
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED TO
THE TRUSTEE, FURNISH THE FOLLOWING INFORMATION:
<TABLE>
<S> <C> <C>
COL. A COL. B COL. C
NATURE OF AMOUNT
INDEBTEDNESS OUTSTANDING DATE DUE
------------ ----------- --------
</TABLE>
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
ITEM 13. DEFAULTS BY THE OBLIGOR.
(a) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO THE
SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
There is not, nor has there been, a default with respect to the
securities under this indenture. (See Note on Page 7.)
5
<PAGE>
ITEM 13. (CONTINUED)
(b) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY
SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR MORE THAN ONE
OUTSTANDING SERIES OF SECURITIES UNDER THE INDENTURE, STATE WHETHER THERE HAS
BEEN A DEFAULT UNDER ANY SUCH INDENTURE OR SERIES, IDENTIFY THE INDENTURE OR
SERIES AFFECTED, AND EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
There has not been a default under any such indenture or series. (See
Note on Page 7.)
ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.
IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
ITEM 15. FOREIGN TRUSTEE.
IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE FOREIGN TRUSTEE IS
AUTHORIZED TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE
QUALIFIED UNDER THE ACT.
Not applicable.
ITEM 16. LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF
ELIGIBILITY.
- 1. A copy of the articles of association of the trustee now in
effect.
# 2. A copy of the certificate of authority of the trustee to
commence business.
* 3. A copy of the certificate of authorization of the trustee
to exercise corporate trust powers issued by the Board of Governors
of the Federal Reserve System under date of January 21, 1948.
+ 4. A copy of the existing bylaws of the trustee.
5. Not applicable.
6
<PAGE>
6. The consent of the United States institutional trustees
required by Section 321(b) of the Act.
X 7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its supervising or
examining authority.
8. Not applicable.
9. Not applicable.
NOTE REGARDING INCORPORATED EXHIBITS
Effective January 20, 1998, the name of the Trustee was changed from
Texas Commerce Bank National Association to Chase Bank of Texas, National
Association. The exhibits incorporated herein by reference were filed under
the former name of the Trustee.
____
- Incorporated by reference to exhibit bearing the same designation
and previously filed with the Securities and Exchange Commission as exhibits
to the Form S-3 File No. 33-56195.
# Incorporated by reference to exhibit bearing the same designation
and previously filed with the Securities and Exchange Commission as exhibits
to the Form S-3 File No. 33-42814.
* Incorporated by reference to exhibit bearing the same designation
and previously filed with the Securities and Exchange Commission as exhibits
to the Form S-11 File No. 33-25132.
+ Incorporated by reference to exhibit bearing the same designation
and previously filed with the Securities and Exchange Commission as exhibits
to the Form S-3 File No. 33-65055.
X Incorporated by reference to exhibit bearing the same designation
and contemporaneously filed with the Securities and Exchange Commission as
Exhibit 25.1 to Amendment No. 1 to Registration Statement on Form S-3 File
No. 333-52197.
------------------
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by
the trustee of all facts on which to base responsive answers to Items 2 and
13, the answers to said Items are based on incomplete information. Such
Items may, however, be considered as 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, CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, FORMERLY KNOWN AS TEXAS
COMMERCE BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION ORGANIZED
AND EXISTING UNDER THE LAWS OF THE UNITED STATES OF AMERICA, HAS DULY CAUSED
THIS STATEMENT OF ELIGIBILITY TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO AUTHORIZED, ALL IN THE CITY OF HOUSTON, AND STATE OF TEXAS, ON THE
12TH DAY OF MAY, 1998.
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, AS TRUSTEE
By: /s/ Mauri J. Cowen
--------------------------------
Mauri J. Cowen
Vice President and Trust Officer
8
<PAGE>
EXHIBIT 6
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
The undersigned is trustee under an Indenture between USA Waste
Services, Inc., a Delaware corporation (the "Company"), and Texas Commerce
Bank National Association, now known as Chase Bank of Texas, National
Association, as Trustee, entered into in connection with the issuance of the
Company's Subordinated Debt Securities.
In accordance with Section 321(b) of the Trust Indenture Act of 1939,
the undersigned hereby consents that reports of examinations of the
undersigned, made by Federal or State authorities authorized to make such
examinations, may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.
Very truly yours,
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Trustee
By: /s/ Mauri J. Cowen
--------------------------------
Mauri J. Cowen
Vice President and Trust Officer
