<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 22, 1995
REGISTRATION NOS. 33- AND 33-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
ROUSE CAPITAL THE ROUSE COMPANY
(Exact name of registrant as (Exact name of registrant as specified in
specified in its charter) its charter)
MARYLAND
(State or other jurisdiction of
DELAWARE incorporation or organization)
(State or other jurisdiction of 52-0735512
incorporation or organization) (I.R.S. Employer Identification No.)
52-1946034
(I.R.S. Employer Identification
No.) 10275 LITTLE PATUXENT PARKWAY
COLUMBIA, MARYLAND 21044-3456
C/O THE ROUSE COMPANY (410) 992-6000
10275 LITTLE PATUXENT PARKWAY (Address, including zip code, and
COLUMBIA, MARYLAND 21044-3456 telephone number,
(410) 992-6000 including area code, of registrant's
(Address, including zip code, and principal executive offices)
telephone number,
including area code, of
registrant's principal executive
offices)
---------------
BRUCE I. ROTHSCHILD
VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
10275 LITTLE PATUXENT PARKWAY
COLUMBIA, MARYLAND 21044-3456
(410) 992-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
COPIES TO:
TIMOTHY E. PETERSON JOSEPH C. SHENKER
FRIED, FRANK, HARRIS, SHRIVER & SULLIVAN & CROMWELL
JACOBSON 250 PARK AVENUE
ONE NEW YORK PLAZA NEW YORK, NEW YORK 10177
NEW YORK, NEW YORK 10004 (212) 558-4000
(212) 859-8000
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
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. [X] 33-63279 and 33-
63279-01
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
---------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE PER OFFERING REGISTRATION
REGISTERED REGISTERED(1) SECURITY(2)(3) PRICE(2)(3) FEE
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Rouse Capital 9 1/4%
Cumulative Quarterly 345,000 $25.00 $8,625,000 $2,975
Income Preferred Preferred
Securities.............. Securities
- -------------------------------------------------------------------------------
The Rouse Company
Guarantee with respect
to Rouse Capital 9 1/4%
Cumulative Quarterly
Income Preferred
Securities (4)(5).......
- -------------------------------------------------------------------------------
The Rouse Company 9 1/4%
Junior Subordinated
Debentures due 2025
(6).....................
- -------------------------------------------------------------------------------
Total.................... 345,000
Preferred $25.00 $8,625,000 $2,975
Securities
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Includes 45,000 Preferred Securities subject to the Underwriters' over-
allotment option.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(a) and (n).
(3) Exclusive of accrued interest and distributions, if any.
(4) No separate consideration will be received for The Rouse Company Guarantee
or Expense Agreement.
(5) This registration is deemed to include the rights of holders of the
Preferred Securities under the Guarantee, the Trust Agreement, the Junior
Subordinated Debentures, the Indenture and the Expense Agreement, together
constituting the backup undertakings as described in the Registration
Statement.
(6) The Junior Subordinated Debentures will be purchased by Rouse Capital with
the proceeds of the sale of the Preferred Securities. No separate
consideration will be received for the Junior Subordinated Debentures.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
This registration statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended ("Rule 462(b)"), and includes the
registration statement facing page, this page, the signature page, an exhibit
index, an opinion of counsel, a consent of independent certified public
accountants, a consent of independent real estate consultants and three
statements of trustee eligibility on Form T-1. Pursuant to Rule 462(b), the
contents of the registration statement on Form S-3 (File Nos. 33-63279 and 33-
63279-01) of Rouse Capital and The Rouse Company, including the exhibits
thereto, are incorporated by reference into this registration statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Rouse
Company certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of Howard, State of Maryland, on the
22nd day of November, 1995.
THE ROUSE COMPANY
/s/ Anthony W. Deering
By: _________________________________
Anthony W. Deering
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Principal Executive Officer:
/s/ Anthony W. Deering President, Chief November 22,
- ------------------------------------- Executive Officer 1995
ANTHONY W. DEERING and Director
Principal Financial Officer:
/s/ Jeffrey H. Donahue Senior Vice November 22,
- ------------------------------------- President and Chief 1995
JEFFREY H. DONAHUE Financial Officer
Principal Accounting Officer:
/s/ George L. Yungmann Senior Vice November 22,
- ------------------------------------- President and 1995
GEORGE L. YUNGMANN Controller
II-1
<PAGE>
THE BOARD OF DIRECTORS
David H. Benson, Jeremiah E. Casey, Anthony W. Deering, Rohit M. Desai,
Mathias J. DeVito, Juanita T. James, Thomas J. McHugh, Hanne M. Merriman,
Roger W. Schipke and Alexander F. Trowbridge.
/s/ Jeffrey H. Donahue As Attorney-in-Fact November 22,
- ------------------------------------- for the above-named 1995
JEFFREY H. DONAHUE members of the Board
of Directors
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Rouse Capital
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the County of Howard, State of Maryland, on the 22nd day of
November, 1995.
ROUSE CAPITAL
By: THE ROUSE COMPANY, as Depositor
/s/ Jeffrey H. Donahue
By: _________________________________
Jeffrey H. Donahue
Senior Vice President and Chief
Financial Officer
II-3
<PAGE>
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
5.1 Opinion of Richards, Layton & Finger re validity of Preferred
Securities
23.1 Consent of KPMG Peat Marwick LLP, independent auditors
23.2 Consent of Landauer Associates, Inc., independent real estate
consultants
23.3 Consent of Richards, Layton & Finger (included in Exhibit 5.1 above)
24.1 Powers of Attorney (filed as Exhibits 24.1 and 24.2 to the
Registration Statement on Form S-3 of the Issuer and Rouse (File Nos.
33-63279 and 33-63279-01))
25.1 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The First National Bank of Chicago, as Debenture Trustee
under the Indenture
25.2 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The First National Bank of Chicago, as Trustee under the
Trust Agreement of the Issuer
25.3 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The First National Bank of Chicago, as Guarantee Trustee
under the Guarantee
</TABLE>
<PAGE>
EXHIBIT 5.1
November 22, 1995
Rouse Capital
c/o The Rouse Company
10275 Little Patuxent Parkway
Columbia, Maryland 21044-3456
Re: Rouse Capital
-------------
Ladies and Gentlemen:
We have acted as special Delaware counsel for The Rouse Company, a
Maryland corporation ("Rouse"),and Rouse Capital, a Delaware business trust (the
"Trust"), in connection with the matters set forth herein. At your request, this
opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Certificate of Trust of the Trust, dated September 29, 1995
(the "Certificate"), as filed in the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on September 29, 1995;
(b) The Trust Agreement of the Trust, dated as of September 29, 1995,
between Rouse and the trustees of the Trust named therein;
(c) The preliminary prospectus, dated November 15, 1995 (the
"Prospectus"), relating to the __% Cumulative Quarterly Income Preferred
Securities of the Trust representing preferred undivided beneficial interests in
the assets of the Trust (each, a "Preferred Security" and collectively, the
"Preferred Securities");
<PAGE>
Rouse Capital
November 22, 1995
Page 2
(d) Amendment No. 3 to the Registration Statement (the "Original
Registration Statement") on Form S-3, including a form of Amended and Restated
Trust Agreement of the Trust, to be entered into among Rouse, the trustees of
the Trust named therein and the holders, from time to time, of the undivided
beneficial interests in the assets of the Trust (the "Trust Agreement"), as
filed by Rouse and the Trust with the Securities and Exchange Commission on
November 20, 1995;
(e) Amendment No. 4 to the Original Registration Statement ("Amendment
No. 4") as filed by Rouse and the Trust with the Securities and Exchange
Commission on or about November 21, 1995;
(f) The Registration Statement (the "462(b) Registration Statement") on
Form S-3, as proposed to be filed by Rouse and the Trust with the Securities and
Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, on or about November 22, 1995 (the Original Registration Statement,
Amendment No. 4 and the 462(b) Registration Statement are hereinafter
collectively referred to as the "Registration Statement"); and
(g) A Certificate of Good Standing for the Trust, dated November 21,
1995, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraph (a) through (g) above. In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (g) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provison in
any document that we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual investigation of our own
but rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) the Trust Agreement
and the Certificate are in full force and effect and have not been amended, (ii)
except to the extent provided in paragraph 1 below, the due organization or due
formation, as the case may be, and valid existence in good standing of each
party to the documents examined by us under the laws of the jurisdiction
governing its organization or formation, (iii) the legal capacity of natural
persons who are parties to the documents examined by us, (iv) the power and
authority of each of the parties to the documents examined by us to execute and
deliver, and to perform its obligations under, such documents, (v) the due
authorization, execution and delivery by all parties thereto of all documents
examined by us, (vi) the receipt by each Person to whom a Preferred Security is
to be issued by the Trust (collectively, the "Preferred Security Holders") of
<PAGE>
Rouse Capital
November 22, 1995
Page 3
a Preferred Securities Certificate for such Preferred Security and the payment
for the Preferred Security acquired by it, in accordance with the Trust
Agreement, the Registration Statement and the Prospectus, and (vii) the issuance
and sale of the Preferred Securities to the Preferred Security Holders in
accordance with the Trust Agreement, the Registration Statement and the
Prospectus. We have not participated in the preparation of the Registration
Statement or the Prospectus and assume no responsibility for their contents.
This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder which are
currently in effect.
Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act, 12 Del. C.
-------
(S) 3801, et seq.
------
2. The Preferred Securities will represent valid and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.
3. The Preferred Security Holders, as beneficial owners of the Trust,
will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated, pursuant to the Trust Agreement, to (i) provide
indemnity and/or security in connection with and pay a sum sufficient to cover
any taxes or governmental charges arising from transfers or exchanges of
Preferred Securities Certificates and the issuance of replacement Preferred
Securities Certificates and (ii) provide security and/or indemnity in connection
with requests of or directions to the Property Trustee to exercise its rights
and powers under the Trust Agreement.
<PAGE>
Rouse Capital
November 22, 1995
Page 4
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Validity of the Securities" in
the Prospectus. In giving the foregoing consents, we do not thereby admit that
we come within the category of Persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Richards, Layton & Finger
CDK/WAY/mag
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors of The Rouse Company:
We consent to the use of our report incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
_____________________________________
KPMG Peat Marwick LLP
Baltimore, Maryland
November 22, 1995
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT REAL ESTATE CONSULTANTS
The Board of Directors of The Rouse Company:
We consent to the incorporation by reference in this Registration Statement
of The Rouse Company (the "Company") and Rouse Capital on Form S-3
(Registration Nos. 33- and 33- ), filed pursuant to Rule 462(b), of
our report dated February 21, 1995, on our concurrence with the Company's
estimates of the market value of its equity and other interests in certain
real property owned and/or managed by the Company and its subsidiaries as of
December 31, 1994 and 1993, which report appears on page 19 of the 1994 Annual
Report to Shareholders that is incorporated by reference in the Annual Report
on Form 10-K of the Company for the year ended December 31, 1994, and which
report is included in this Registration Statement and in the Registration
Statement of the Company and Rouse Capital on Form S-3 (File Nos. 33-63279 and
33-63279-01), and to the reference to our firm under the heading "Experts" in
the Prospectus that is a part of such Registration Statements.
/s/ Deborah A. Jackson
_____________________________________
Landauer Associates, Inc.
New York, New York
November 22, 1995
<PAGE>
EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
--------
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) _____
---------------------------------
THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
-----------------------------------
THE ROUSE COMPANY
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
MARYLAND 52-0735512
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
10275 LITTLE PATUXENT PARKWAY
COLUMBIA, MARYLAND 21044-3456
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
% JUNIOR SUBORDINATED DEBENTURES
(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 Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate
trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
------------------------------
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
-----------------
PART OF THIS STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the
trustee now in effect.*
2. A copy of the certificates of authority of the
trustee to commence business.*
3. A copy of the authorization of the trustee to
exercise corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by
Section 321(b) of the Act.
2
<PAGE>
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.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the United
States of America, has duly caused this Statement of Eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago and State of Illinois, on the 21st day of November,
1995
THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE,
BY /S/ R. D. MANELLA
R. D. MANELLA
VICE PRESIDENT
* EXHIBITS 1,2,3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS BEARING
IDENTICAL NUMBERS IN ITEM 12 OF THE FORM T-1 OF THE FIRST NATIONAL BANK OF
CHICAGO, FILED AS EXHIBIT 26 TO THE REGISTRATION STATEMENT ON FORM S-3 OF THE
CIT GROUP HOLDINGS, INC., FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
FEBRUARY 16, 1993 (REGISTRATION NO. 33-58418).
3
<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
November 21, 1995
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of an indenture between The Rouse Company
and The First National Bank of Chicago, the undersigned, in accordance with
Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents
that the reports of examinations of the undersigned, made by Federal or State
authorities authorized to make such examinations, may be furnished by such
authorities to the Securities and Exchange Commission upon its request therefor.
VERY TRULY YOURS,
THE FIRST NATIONAL BANK OF CHICAGO
BY: /S/ R. D. MANELLA
R. D. MANELLA
VICE PRESIDENT
4
<PAGE>
EXHIBIT 7
Legal Title of Bank: The First National Bank of Chicago
Address: One First National Plaza, Suite 0460
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
---------
Call Date: 06/30/95 ST-BK: 17-1630 FFIEC 031 Page RC-1
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1995
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
C400
DOLLAR AMOUNTS IN ------------ |--
THOUSANDS RCFD BIL MIL THOU ------
----------------- ---- ------------
<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1)................ 0081 3,184,875 1.a.
b. Interest-bearing balances(2)......................................... 0071 8,932,069 1.b.
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A)............ 1754 249,502 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D)......... 1773 536,856 2.b.
3. Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal Funds sold................................................... 0276 2,897,736 3.a.
b. Securities purchased under agreements to resell...................... 0277 1,417,129 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C)........ RCFD 2122 16,567,408 4.a.
b. LESS: Allowance for loan and lease losses............................ RCFD 3123 358,877 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 16,208,531 4.d.
5. Assets held in trading accounts........................................ 3545 13,486,931 5.
6. Premises and fixed assets (including capitalized leases)............... 2145 516,279 6.
7. Other real estate owned (from Schedule RC-M)........................... 2150 11,216 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)......................................... 2130 12,946 8.
9. Customers' liability to this bank on acceptances outstanding........... 2155 501,943 9.
10. Intangible assets (from Schedule RC-M)................................. 2143 111,683 10.
11. Other assets (from Schedule RC-F)...................................... 2160 1,258,270 11.
12. Total assets (sum of items 1 through 11)............................... 2170 49,325,966 12.
- ------------------
</TABLE>
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
5
<PAGE>
Legal Title of Bank: The First National Bank of Chicago
Address: One First National Plaza, Suite 0460
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
---------
Call Date: 06/30/95 ST-BK: 17-1630 FFIEC 031 Page RC-2
SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
THOUSANDS BIL MIL THOU
----------------- ------------
<S> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1)................................... RCON 2200 14,889,235 13.a.
(1) Noninterest-bearing(1)....................................... RCON 6631 5,895,584 13.a.(1)
(2) Interest-bearing............................................. RCON 6636 8,993,651 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II)............................ RCFN 2200 13,289,760 13.b.
(1) Noninterest bearing.......................................... RCFN 6631 315,549 13.b.(1)
(2) Interest-bearing............................................. RCFN 6636 12,974,211 13.b.(2)
14. Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of
its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds purchased....................................... RCFD 0278 2,942,186 14.a.
b. Securities sold under agreements to repurchase................ RCFD 0279 1,160,512 14.b.
15. a. Demand notes issued to the U.S. Treasury...................... RCON 2840 112,768 15.a.
b. Trading Liabilities........................................... RCFD 3548 7,872,221 15.b.
16. Other borrowed money:
a. With original maturity of one year or less.................... RCFD 2332 2,402,829 16.a.
b. With original maturity of more than one year.................. RCFD 2333 643,987 16.b.
17. Mortgage indebtedness and obligations under capitalized
leases........................................................... RCFD 2910 278,108 17.
18. Bank's liability on acceptance executed and outstanding.......... RCFD 2920 501,943 18.
19. Subordinated notes and debentures................................ RCFD 3200 1,225,000 19.
20. Other liabilities (from Schedule RC-G)........................... RCFD 2930 981,938 20.
21. Total liabilities (sum of items 13 through 20)................... RCFD 2948 46,300,487 21.
22. Limited-Life preferred stock and related surplus................. RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus.................... RCFD 3838 0 23.
24. Common stock..................................................... RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock)......... RCFD 3839 2,314,642 25.
26. a. Undivided profits and capital reserves........................ RCFD 3632 510,093 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities.................................................... RCFD 8434 (880) 26.b.
27. Cumulative foreign currency translation adjustments.............. RCFD 3284 766 27.
28. Total equity capital (sum of items 23 through 27)................ RCFD 3210 3,025,479 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28)............................ RCFD 3300 49,325,966 29.
</TABLE>
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed for
the bank by independent external Number
auditors as of any date during 1993.................. RCFD 6724 N/A M.1.
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
- -------------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
6
<PAGE>
EXHIBIT 25.2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
--------
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) _____
---------------------------------
THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
-----------------------------------
ROUSE CAPITAL
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
DELAWARE TO BE APPLIED FOR
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
C/O THE ROUSE COMPANY
10275 PATUXENT PARKWAY
COLUMBIA, MARYLAND 21004-3456
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
ROUSE CAPITAL % CUMULATIVE QUARTERLY INCOME PREFERRED 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 Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.
(b) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate
trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
------------------------------
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
-----------------
PART OF THIS STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the
trustee now in effect.*
2. A copy of the certificates of authority of the
trustee to commence business.*
3. A copy of the authorization of the trustee to
exercise corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by
Section 321(b) of the Act.
2
<PAGE>
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.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the United
States of America, has duly caused this Statement of Eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago and State of Illinois, on the 21st day of November,
1995
THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE,
BY /s/ R. D. MANELLA
R. D. MANELLA
VICE PRESIDENT
* EXHIBITS 1,2,3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS BEARING
IDENTICAL NUMBERS IN ITEM 12 OF THE FORM T-1 OF THE FIRST NATIONAL BANK OF
CHICAGO, FILED AS EXHIBIT 26 TO THE REGISTRATION STATEMENT ON FORM S-3 OF THE
CIT GROUP HOLDINGS, INC., FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
FEBRUARY 16, 1993 (REGISTRATION NO. 33-58418).
3
<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
November 21, 1995
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of an Amended and Restated Declaration of
Trust of Rouse Captial, the undersigned, in accordance with Section 321(b) of
the Trust Indenture Act of 1939, as amended, hereby consents that the reports of
examinations of the undersigned, made by Federal or State authorities authorized
to make such examinations, may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefor.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO
BY: /s/ R. D. MANELLA
R. D. MANELLA
VICE PRESIDENT
4
<PAGE>
EXHIBIT 7
Legal Title of Bank: The First National Bank of Chicago
Address: One First National Plaza, Suite 0460
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
---------
Call Date: 06/30/95 ST-BK: 17-1630 FFIEC 031
Page RC-1
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1995
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
C400
DOLLAR AMOUNTS IN ------------
THOUSANDS RCFD BIL MIL THOU |--
------------------ ---- ------------ ------
<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository
institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency
and coin(1)................................... 0081 3,184,875 1.a.
b. Interest-bearing balances(2).................. 0071 8,932,069 1.b.
2. Securities
a. Held-to-maturity securities
(from Schedule RC-B, column A)................ 1754 249,502 2.a.
b. Available-for-sale securities (from
Schedule RC-B, column D)...................... 1773 536,856 2.b.
3. Federal funds sold and securities purchased
under agreements to resell in domestic offices
of the bank and its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal Funds sold............................ 0276 2,897,736 3.a.
b. Securities purchased under agreements to
resell........................................ 0277 1,417,129 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income
(from Schedule RC-C).......................... RCFD 2122 16,567,408 4.a.
b. LESS: Allowance for loan and
lease losses.................................. RCFD 3123 358,877 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 16,208,531 4.d.
5. Assets held in trading accounts.................. 3545 13,486,931 5.
6. Premises and fixed assets
(including capitalized leases)................... 2145 516,279 6.
7. Other real estate owned
(from Schedule RC-M)............................. 2150 11,216 7.
8. Investments in unconsolidated subsidiaries
and associated companies (from Schedule RC-M).... 2130 12,946 8.
9. Customers' liability to this bank on
acceptances outstanding.......................... 2155 501,943 9.
10. Intangible assets (from Schedule RC-M)........... 2143 111,683 10.
11. Other assets (from Schedule RC-F)................ 2160 1,258,270 11.
12. Total assets (sum of items 1 through 11)......... 2170 49,325,966 12.
</TABLE>
- ------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
5
<PAGE>
Legal Title of Bank: The First National Bank of Chicago
Address: One First National Plaza, Suite 0460
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
---------
Call Date: 06/30/95 ST-BK: 17-1630 FFIEC 031
Page RC-2
SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
THOUSANDS BIL MIL THOU
----------------- ------------
<S> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of
columns A and C from Schedule RC-E, part 1)..... RCON 2200 14,889,235 13.a.
(1) Noninterest-bearing(1)...................... RCON 6631 5,895,584 13.a.(1)
(2) Interest-bearing............................ RCON 6636 8,993,651 13.a.(2)
b. In foreign offices, Edge and Agreement
subsidiaries, and IBFs (from Schedule
RC-E, part II).................................. RCFN 2200 13,289,760 13.b.
(1) Noninterest bearing......................... RCFN 6631 315,549 13.b.(1)
(2) Interest-bearing............................ RCFN 6636 12,974,211 13.b.(2)
14. Federal funds purchased and securities sold
under agreements to repurchase in domestic
offices of the bank and of its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal funds purchased......................... RCFD 0278 2,942,186 14.a.
b. Securities sold under agreements to repurchase.. RCFD 0279 1,160,512 14.b.
15. a. Demand notes issued to the U.S. Treasury........ RCON 2840 112,768 15.a.
b. Trading Liabilities............................. RCFD 3548 7,872,221 15.b.
16. Other borrowed money:
a. With original maturity of one year or less...... RCFD 2332 2,402,829 16.a.
b. With original maturity of more than one year.... RCFD 2333 643,987 16.b.
17. Mortgage indebtedness and obligations under
capitalized leases................................. RCFD 2910 278,108 17.
18. Bank's liability on acceptance executed
and outstanding.................................... RCFD 2920 501,943 18.
19. Subordinated notes and debentures.................. RCFD 3200 1,225,000 19.
20. Other liabilities (from Schedule RC-G)............. RCFD 2930 981,938 20.
21. Total liabilities (sum of items 13 through 20)..... RCFD 2948 46,300,487 21.
22. Limited-life preferred stock and related surplus... RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus...... RCFD 3838 0 23.
24. Common stock....................................... RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to
preferred stock)................................... RCFD 3839 2,314,642 25.
26. a. Undivided profits and capital reserves.......... RCFD 3632 510,093 26.a.
b. Net unrealized holding gains
(losses) on available-for-sale securities....... RCFD 8434 (880) 26.b.
27. Cumulative foreign currency translation adjustments RCFD 3284 766 27.
28. Total equity capital (sum of items 23 through 27).. RCFD 3210 3,025,479 28.
29. Total liabilities, limited-life preferred stock,
and equity capital (sum of items 21, 22, and 28)... RCFD 3300 49,325,966 29.
</TABLE>
<TABLE>
Memorandum
<S> <C> <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 most comprehensive level of auditing work performed
for the bank by independent external Number
auditors as of any date during 1993................................................... RCFD 6724 N/A M.1.
</TABLE>
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
- -------------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
6
<PAGE>
EXHIBIT 25.3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
--------
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) _____
---------------------------------
THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
-----------------------------------
THE ROUSE COMPANY
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
MARYLAND 52-0735512
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
10275 LITTLE PATUXENT PARKWAY
COLUMBIA, MARYLAND 21044-3456
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
GUARANTEE OF THE ROUSE COMPANY WITH RESPECT TO ROUSE CAPITAL
% CUMULATIVE QUARTERLY INCOME PREFERRED 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 Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.
(b) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate
trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
------------------------------
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
-----------------
PART OF THIS STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the
trustee now in effect.*
2. A copy of the certificates of authority of the
trustee to commence business.*
3. A copy of the authorization of the trustee to
exercise corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by
Section 321(b) of the Act.
2
<PAGE>
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.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the United
States of America, has duly caused this Statement of Eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago and State of Illinois, on the 21st day of November,
1995
THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE,
BY /S/ R. D. MANELLA
R. D. MANELLA
VICE PRESIDENT
* EXHIBITS 1,2,3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS BEARING
IDENTICAL NUMBERS IN ITEM 12 OF THE FORM T-1 OF THE FIRST NATIONAL BANK OF
CHICAGO, FILED AS EXHIBIT 26 TO THE REGISTRATION STATEMENT ON FORM S-3 OF THE
CIT GROUP HOLDINGS, INC., FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
FEBRUARY 16, 1993 (REGISTRATION NO. 33-58418).
3
<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
November 21, 1995
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of a Guarantee Agreement of The Rouse
Company , the undersigned, in accordance with Section 321(b) of the Trust
Indenture Act of 1939, as amended, hereby consents that the reports of
examinations of the undersigned, made by Federal or State authorities authorized
to make such examinations, may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefor.
VERY TRULY YOURS,
THE FIRST NATIONAL BANK OF CHICAGO
BY: /S/ R. D. MANELLA
R. D. MANELLA
VICE PRESIDENT
4
<PAGE>
EXHIBIT 7
Legal Title of Bank: The First National Bank of Chicago
Address: One First National Plaza, Suite 0460
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
---------
Call Date: 06/30/95 ST-BK: 17-1630 FFIEC 031 Page RC-1
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1995
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
C400 |-
DOLLAR AMOUNTS IN -------- ----
THOUSANDS RCFD BIL MIL THOU
----------------- ---- ------------
ASSETS
<S> <C> <C> <C>
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1)............ 0081 3,184,875 1.a.
b. Interest-bearing balances(2)..................................... 0071 8,932,069 1.b.
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A)........ 1754 249,502 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D)..... 1773 536,856 2.b.
3. Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal Funds sold............................................... 0276 2,897,736 3.a.
b. Securities purchased under agreements to resell.................. 0277 1,417,129 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C)............................................................... RCFD 2122 16,567,408 4.a.
b. LESS: Allowance for loan and lease losses........................ RCFD 3123 358,877 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 16,208,531 4.d.
5. Assets held in trading accounts..................................... 3545 13,486,931 5.
6. Premises and fixed assets (including capitalized leases)............ 2145 516,279 6.
7. Other real estate owned (from Schedule RC-M)........................ 2150 11,216 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)...................................... 2130 12,946 8.
9. Customers' liability to this bank on acceptances outstanding........ 2155 501,943 9.
10. Intangible assets (from Schedule RC-M).............................. 2143 111,683 10.
11. Other assets (from Schedule RC-F)................................... 2160 1,258,270 11.
12. Total assets (sum of items 1 through 11)............................ 2170 49,325,966 12.
</TABLE>
- ------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
5
<PAGE>
Legal Title of Bank: The First National Bank of Chicago
Address: One First National Plaza, Suite 0460
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
---------
Call Date: 06/30/95 ST-BK: 17-1630 FFIEC 031 Page RC-2
SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
THOUSANDS BIL MIL THOU
----------------- ------------
<S> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1)................................ RCON 2200 14,889,235 13.a.
(1) Noninterest-bearing(1)................................. RCON 6631 5,895,584 13.a.(1)
(2) Interest-bearing....................................... RCON 6636 8,993,651 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II)......................... RCFN 2200 13,289,760 13.b.
(1) Noninterest bearing.................................... RCFN 6631 315,549 13.b.(1)
(2) Interest-bearing....................................... RCFN 6636 12,974,211 13.b.(2)
14. Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of
its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds purchased.................................... RCFD 0278 2,942,186 14.a.
b. Securities sold under agreements to repurchase............. RCFD 0279 1,160,512 14.b.
15. a. Demand notes issued to the U.S. Treasury................... RCON 2840 112,768 15.a.
b. Trading Liabilities........................................ RCFD 3548 7,872,221 15.b.
16. Other borrowed money:
a. With original maturity of one year or less................. RCFD 2332 2,402,829 16.a.
b. With original maturity of more than one year............... RCFD 2333 643,987 16.b.
17. Mortgage indebtedness and obligations under capitalized
leases........................................................ RCFD 2910 278,108 17.
18. Bank's liability on acceptance executed and outstanding....... RCFD 2920 501,943 18.
19. Subordinated notes and debentures............................. RCFD 3200 1,225,000 19.
20. Other liabilities (from Schedule RC-G)........................ RCFD 2930 981,938 20.
21. Total liabilities (sum of items 13 through 20)................ RCFD 2948 46,300,487 21.
22. Limited-Life preferred stock and related surplus.............. RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus................. RCFD 3838 0 23.
24. Common stock.................................................. RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock)...... RCFD 3839 2,314,642 25.
26. a. Undivided profits and capital reserves..................... RCFD 3632 510,093 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities................................................. RCFD 8434 (880) 26.b.
27. Cumulative foreign currency translation adjustments........... RCFD 3284 766 27.
28. Total equity capital (sum of items 23 through 27)............. RCFD 3210 3,025,479 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28)......................... RCFD 3300 49,325,966 29.
</TABLE>
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed for
the bank by independent external
Number
auditors as of any date during 1993................ RCFD 6724 N/A M.1.
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
- -------------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
6
